<PAGE>   1
                                                                    Exhibit 3(b)
                                                                          Part 1
                                                                  Conformed Copy

                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            OXFORD HEALTH PLANS, INC.
                            (a Delaware corporation)


      OXFORD HEALTH PLANS, INC., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

      1. The name of the Corporation is Oxford Health Plans, Inc. The date of
filing of its original Certificate of Incorporation with the Secretary of State
was September 17, 1984, and the name under which it was originally incorporated
was Integrated Health Plans, Inc.

      2. This Restated Certificate of Incorporation amends, restates and
integrates the provisions of the Certificate of Incorporation (as previously
amended and restated) and has been duly adopted in accordance with Sections 242
and 245 of the General Corporation Law of the State of Delaware, the written
consent of the stockholders of the Corporation was given in accordance with
Section 228 of the General Corporation Law of the State of Delaware, and written
notice to the stockholders who did not consent in writing was provided as
required by Section 228 of the General Corporation Law of the State of Delaware.

      3. The text of the present Amended and Restated Certificate of
Incorporation of the Company is hereby amended and restated in its entirety to
read in full as set forth on the attached Exhibit A.

      IN WITNESS WHEREOF, OXFORD HEALTH PLANS, INC. has caused this Second
Amended and Restated Certificate of Incorporation to be signed by Stephen F.
Wiggins, its President, and attested by Donald V. Barrett, its Secretary,
this 13th day of August, 1991.

                                          OXFORD HEALTH PLANS, INC.


                                          By: /s/ S.F. WIGGINS
                                              ----------------------------
                                              Stephen F. Wiggins
                                              President

ATTESTED:

By: /s/ D.V. BARRETT
    -----------------------
    Donald V. Barrett
    Secretary


<PAGE>   2
                                                                    Exhibit 3(b)
                                                                          Part 1
                                                                  Conformed Copy



                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            OXFORD HEALTH PLANS, INC.
                            (a Delaware Corporation)

                                  ARTICLE FIRST

                                      Name

   The name of the corporation is OXFORD HEALTH PLANS, INC. (the "Corporation").

                                 ARTICLE SECOND

                                   Purpose

   The purposes for which the Corporation is formed are as follows:

      1. To establish a plan or plans under which the Corporation, directly or
through one or more subsidiaries or affiliates, may provide health services
and/or any form of health insurance to subscribers both individually and in
groups; to engage in all of the activities of a health services or health
maintenance or health insurance organization, however designated, as permitted
by applicable law. Health services may include diagnostic services, preventive
medicine and medical treatment in clinics, hospitals, treatment centers, or
other medical facilities or institutions by licensed physicians, nurses and
other health services personnel and the furnishing of drugs and other medical
products and equipment;

      2. To establish, operate, and maintain medical service centers, clinics
and other medical facilities;

      3. To contract for medical and related services with physicians, hospital
service corporations, medical service corporations and other corporations,
plans, persons and entities;

      4. To own or contract with mutual and stock insurance companies,
underwriters and other corporations and persons for and in connection with
health insurance;

      5. To contract with agencies of federal, state and local governments;

      6. To acquire by purchase, lease or otherwise, and to construct, own,
hold, use maintain, improve, and operate, and to sell, lease, and otherwise
dispose of real and
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                                                                    Exhibit 3(b)
                                                                          Part 1
                                                                  Conformed Copy

personal property;

      7. To form, participate in or acquire other health service or health
maintenance organizations or health insurance companies or other business
entities;

      8. In general to perform and do, whether directly or indirectly and
whether alone or in conjunction or cooperation with other persons and
organizations of every kind and nature, all other acts and things incidental to
or in furtherance of the accomplishment of the purposes of the Corporation, and
to sue and exercise all applicable powers conferred from time to time by
applicable law; and

      9. To engage in any lawful act or activity for which a corporation may be
organized under the General Corporation Law of Delaware (the "Delaware
Statute").

                                  ARTICLE THIRD

                                Registered Office

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

                                 ARTICLE FOURTH

                                  Capital Stock

      The total authorized capital stock of the Corporation consists of
15,000,000 shares, of which 2,000,000 are shares of Preferred Stock, $.01 par
value ("Preferred Stock"), and 13,000,000 are shares of Common Stock, $.01 par
value, ("Common Stock"). The designations and the powers, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the Preferred Stock and
the Common Stock shall be as follows:

      1. The Preferred Stock may be issued, from time to time, in one or more
series, with such designations, voting powers, if any, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issue of such series adopted by the Board of
Directors. The Board of Directors, in such resolution or resolutions (a copy of
which shall be filed and recorded as required by law), is also expressly
authorized to fix:

      (i) the distinctive serial designations and the division of such shares
into series and the number of shares of a particular series, which may be
increased or decreased, but not
<PAGE>   4
                                                                    Exhibit 3(b)
                                                                          Part 1
                                                                  Conformed Copy

below the number of shares thereof then outstanding, by a certificate made,
signed, filed and recorded as required by law;

      (ii) the annual dividend rate (or method of determining such rate) for the
particular series, the date or dates upon which such dividends shall be payable,
and the date or dates or method of determining the date or dates from which
dividends on all shares of such series shall be cumulative, if dividends on
stock of the particular series shall be cumulative;

      (iii) the price or prices at which, the period or periods within which and
the terms and conditions upon which the shares of such series may be redeemed,
in whole or in part, at the option of the Corporation;

      (iv) the right, if any, of the holders of a particular series or the
Corporation to convert such stock into other classes or series of stock or to
exchange such stock for shares of any other class of stock or series thereof,
and the terms and conditions, if any, including the price or prices or the rate
or rates of conversion and the terms and conditions of any adjustments thereof,
of such conversion;

      (v) the obligation, if any, of the Corporation to purchase and retire and
redeem, in whole or in part, shares of a particular series as a sinking fund or
redemption or purchase account, the terms thereof and the redemption price or
prices per share for such series redeemed pursuant to the sinking fund or
redemption account;

      (vi) the voting rights, if any, of the shares of such series in addition
to those required by law, including the number of votes per share and any
requirement for the approval by the holders of up to 66 2/3% of all Preferred
Stock, or of the shares of one or more series, or of both, as a condition to
specified corporate action or amendments to the certificate of incorporation;

      (vii) the ranking of the shares of the series as compared with shares of
other series of the Preferred Stock in respect of the right to receive payments
out of the assets of the Corporation upon voluntary or involuntary liquidation,
dissolution or winding up of the Corporation; and

      (viii) any other rights, obligations, or provisions which may be so
determined to the fullest extent permitted by Delaware law.

   All shares of any one series of Preferred Stock shall be alike in every
particular and all series shall rank equally and be identical in all respects
except in so far as they may vary with respect to the matters which the Board of
Directors is hereby expressly authorized to determine in the resolution or
resolutions providing for the issue of any series of the Preferred Stock.
<PAGE>   5
                                                                    Exhibit 3(b)
                                                                          Part 1
                                                                  Conformed Copy

      2. All shares of Preferred Stock shall rank senior to the Common Stock in
respect of the right to receive dividends and the right to receive payments out
of the assets of the Corporation upon voluntary or involuntary liquidation,
dissolution or winding up of the Corporation. The shares of any one series of
Preferred Stock shall be identical with each other in all respects except as to
the dates from and after which dividends thereon shall be cumulative. All shares
of Preferred Stock redeemed, purchased or otherwise acquired by the Corporation
(including shares surrendered for conversion) shall be canceled and thereupon
restored to the status of authorized but unissued Preferred Stock undesignated
as to series.

      3. Holders of shares of Common Stock shall be entitled to one vote for
each share of such stock upon all questions presented to shareholders of the
Corporation. The rights of holders of Common Stock shall be subject to the
powers, preferences and rights, and the qualifications, limitations or
restrictions thereof, of the Preferred Stock.

                                  ARTICLE FIFTH

                  Management of the Affairs of the Corporation

      Except as otherwise provided by this Certificate of Incorporation or as
may otherwise be provided in the By-Laws of the Corporation, the Board of
Directors of the Corporation is expressly authorized to adopt, amend or repeal
By-Laws of the Corporation.

                                  ARTICLE SIXTH

                              Election of Directors

      Election of Directors of the Corporation need not be by written ballot
except and to the extent provided in the By-Laws of the Corporation.

                                 ARTICLE SEVENTH

                              Meetings of the Board

      The Board of Directors shall have the power to hold its meetings within or
outside the State of Delaware, at such place as from time to time may be
designated by the By-Laws or by resolution of the Board.

                                 ARTICLE EIGHTH

                                 Indemnification

      The Corporation shall indemnify its officers and directors to the fullest
extent permitted by law.
<PAGE>   6
                                                                    Exhibit 3(b)
                                                                          Part 1
                                                                  Conformed Copy

                                  ARTICLE NINTH

                              Director's Liability

      To the fullest extent permitted by the Delaware General Corporation Law as
the same exists or may hereafter be amended, a Director of this Corporation
shall not be liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a Director.

                                  ARTICLE TENTH

                               Stockholder Action

      Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of
stockholders of the Corporation and may not be effected by any consent in
writing by such holders.

                                ARTICLE ELEVENTH

                 Vote Required for Certain Business Transactions

      1. In addition to the requirements of the provisions of any series of
Preferred Stock which may be outstanding, and whether or not a vote of the
stockholders is otherwise required, the affirmative vote of the holders of not
less than eighty percent (80%) of the voting power of the Voting Stock shall be
required for the approval or authorization of any Business Transaction with a
Related Person, or any Business Transaction in which a Related Person has an
interest (other than only a proportionate interest as a stockholder of the
Corporation); provided, however, that the eighty percent (80%) voting
requirement shall not be applicable if (i) the Business Transaction is duly
approved by the continuing Directors, or (ii) all of the following conditions
are satisfied:

            (a)   the Business Transaction is a merger or consolidation or sale
                  of substantially all of the assets of the Corporation, and the
                  aggregate amount of cash and the fair market value of the
                  property, securities or other consideration to be received per
                  share (on the date of effectiveness of such merger or
                  consolidation or on the date of distribution to stockholders
                  of the Corporation of the proceeds from such sale of assets)
                  by holders of Common Stock of the Corporation (other than such
                  Related Person) in connection with such Business Transaction
                  is at least equal in value to such Related Person's Highest
                  Common Stock Purchase Price;

            (b)   after such Related Person has become the Beneficial Owner of
                  not less than twenty percent (20%) of the voting power of the
                  Voting Stock and
<PAGE>   7
                                                                    Exhibit 3(b)
                                                                          Part 1
                                                                  Conformed Copy

                  prior to the consummation of such Business Transaction, such
                  Related Person shall not have become the Beneficial Owner of
                  any additional shares of Voting Stock or securities
                  convertible into Voting Stock, except (x) as a part of the
                  transaction which resulted in such Related Person becoming the
                  Beneficial Owner of not less than ten percent (10%) of the
                  voting power of the Voting Stock or (y) as a result of a pro
                  rata stock dividend or stock split; and

            (c)   prior to the consummation of such Business Transaction, such
                  Related Person shall not have, directly or indirectly, (x)
                  received the benefit (other than only a proportionate benefit
                  as a stockholder of the Corporation) of any loans, advances,
                  guarantees, pledges or other financial assistance or tax
                  credits provided by the Corporation or any of its
                  subsidiaries, (y) caused any material change in the
                  Corporation's business or equity capital structure, including,
                  without limitation, the issuance of shares of capital stock of
                  the Corporation or (z) except as duly approved by the
                  Continuing Directors, caused the Corporation to fail to
                  declare and pay quarterly cash dividends on the outstanding
                  Common Stock on a per share basis at least equal to the cash
                  dividends being paid thereon by the Corporation immediately
                  prior to the date on which the Related Person became a Related
                  Person.

      (2) For the purpose of this Article ELEVENTH:

      (i)   The term "Business Transaction" shall mean (a) any merger or
            consolidation involving the Corporation or a subsidiary of the
            Corporation, (b) any sale, lease, exchange, transfer or other
            disposition (in one transaction or a series of related
            transactions), including, with limitation, a mortgage or any other
            security device, of all or any Substantial Part of the assets either
            of the Corporation or of a subsidiary of the Corporation, (c) any
            sale, lease, exchange, transfer or other disposition (in one
            transaction or a series of related transaction) of all or any
            Substantial Part of the assets of an entity to the Corporation or a
            subsidiary of the Corporation, (d) the issuance, sale, exchange,
            transfer or other disposition (in one transaction or in a series of
            related transactions) by the Corporation or a subsidiary of the
            Corporation of any securities of the Corporation or any subsidiary
            of the Corporation having an aggregate fair market value of
            $20,000,000 or more, (e) any recapitalization or reclassification of
            the securities of the Corporation (including, without limitation,
            any reverse stock split) or other transaction that would have the
            effect of increasing the voting power of a Related Person or
            reducing the number of shares of each class of Voting Stock
            outstanding, (f) any liquidation, spinoff, splitoff, splitup or
            dissolution of the Corporation, and (g) any agreement, contract or
            other arrangement providing for any of the transactions described in
            this definition of Business Transaction.
<PAGE>   8
                                                                    Exhibit 3(b)
                                                                          Part 1
                                                                  Conformed Copy

      (ii)  The term "Related Person" shall mean and include (a) any individual,
            corporation, partnership, group, association or other person or
            entity which, together with its Affiliates and Associates, is the
            Beneficial Owner of not less than ten percent (10%) of the voting
            power of the Voting Stock or was the Beneficial Owner of not less
            than ten percent (10% ) of the voting power of the Voting Stock (x)
            at the time the definitive agreement providing for the Business
            Transaction (including any amendment thereof) was entered into, (y)
            at the time a resolution approving the Business Transaction was
            adopted by the Board of Directors of the Corporation or (z) as of
            the record date for the vote on, or consent to, the Business
            Transaction, and (b) any Affiliate or Associate of any such
            individual, corporation, partnership, group, association or other
            person or entity; provided, however, and notwithstanding anything in
            the foregoing to the contrary, the term "Related Person" shall not
            include the Corporation, a wholly-owned subsidiary of the
            Corporation, or any trustee of, or fiduciary with respect to, any
            such plan when acting in such capacity.

      (iii) The term "Beneficial Owner" shall be defined by reference to Rule
            13d-3 under the Securities Exchange Act of 1934, as in effect on
            August 13, 1991; provided, however, that any individual,
            corporation, partnership, group, association or other person or
            entity which has the right to acquire any Voting Stock at any time
            in the future, whether such right is contingent or absolute,
            pursuant to any agreement, arrangement or understanding or upon
            exercise of conversion rights, warrants or options, or otherwise,
            shall be deemed the Beneficial Owner of such Voting Stock.

      (iv)  The term "Highest Common Stock Purchase Price" shall mean the
            highest amount of consideration paid by such Related Person for a
            share of Common Stock of the Corporation (including any brokerage
            commission, transfer taxes and soliciting dealers' fees) in the
            transaction which resulted in such Related Person becoming a Related
            Person, at any time while such Related Person was a Related Person
            or within one year prior to the date such Related Person became a
            Related Person, whichever is higher; provided, however, that the
            Highest Common Stock Purchase Price shall be appropriately adjusted
            to reflect the occurrence of any reclassification, recapitalization,
            stock split, reverse stock split or other similar corporate
            readjustment in the number of outstanding shares of Common Stock of
            the Corporation between the last date upon which such Related Person
            paid the Highest Common Stock Purchase Price to the effective date
            of the merger or consolidation or the date of distribution to
            stockholders of the Corporation of the proceeds from the sale of
            substantially all of the assets of the Corporation referred to in
            subparagraph (a) of Section 1 of this Article ELEVENTH.

      (v)   The term "Substantial Part" shall mean more than twenty percent
            (20%) of the fair market value of the total assets of the entity in
            question, as reflected on the most recent consolidation balance
            sheet of such entity existing at the time the
<PAGE>   9
                                                                    Exhibit 3(b)
                                                                          Part 1
                                                                  Conformed Copy

             shareholders of the Corporation would be required to approve or
             authorize the Business Transaction involving the assets
             constituting any such Substantial Part.

      (vi)   In the event of a merger in which the Corporation is the surviving
             corporation, for the purpose of subparagraph (a) of Section 1 of
             this Article ELEVENTH, the phrase "property, securities or other
             consideration to be received" shall include, without limitation,
             Common Stock of the Corporation retained by its stockholders (other
             than such Related Person).

      (vii)  The term "Voting Stock" shall mean all outstanding shares of
             capital stock of the Corporation entitled to vote generally in the
             election of Directors, considered for the purpose of this Article
             ELEVENTH as one class.

      (viii) The term "Preferred Stock" shall mean each class of series of
             capital stock which may from time to time be authorized in or by
             Article FOURTH of this Certificate of Incorporation which is not
             designated as "Common Stock".

      (ix)   The term "Continuing Director" shall mean a Director who either was
             a member of the Board of Directors of the Corporation on August 13,
             1991, or who became a Director of the Corporation subsequent to
             such date and whose election, or nomination for election by the
             Corporation's stockholders, was Duly Approved by the Continuing
             Directors then on the Board, either by a specific vote or by
             approval of the proxy statement issued by the Corporation on behalf
             of the Board of Directors in which such person is named as nominee
             for Director, without due objection to such nomination; provided,
             however, that in no event, shall a Director be considered a
             "Continuing Director" if such Director is a Related Person and the
             Business Transaction to be voted upon is with such Related Person
             or is one in which such Related Person has an interest (other than
             only a proportionate interest as a stockholder of the Corporation).

      (x)    The term "Duly Approved by the Continuing Directors" shall mean an
             action approved by the vote of at least a majority of the
             Continuing Directors then on the Board, except, if the votes of
             such Continuing Directors in favor of such action would be
             insufficient to constitute an act of the Board of Directors if a
             vote by all of its members were to have been taken, then such term
             shall mean an action approved by the unanimous vote of the
             Continuing Directors so long as there are at least three Continuing
             Directors on the Board at the time of such unanimous vote.

      (xi)   The term "Affiliate", used to indicate a relationship to a
             specified person, shall mean a person that directly, or indirectly
             through one or more intermediaries, controls, or is controlled by,
             or is under common control with, such specified person.
<PAGE>   10
                                                                    Exhibit 3(b)
                                                                          Part 1
                                                                  Conformed Copy

      (xii) The term "Associate", used to indicate a relationship with a
            specified person, shall mean (a) any corporation, partnership or
            other organization of which such specified person is an officer or
            partner (b) any trust or other estate in which such specified person
            has a substantial beneficial interest or as to which such specified
            person serves as trustee or in a similar fiduciary capacity, (c) any
            relative or spouse of such specified person, or any relative of such
            spouse, who has the same home as such specified person or who is a
            Director or officer of the Corporation or any of its parents or
            subsidiaries and (d) any person who is a Director, officer or
            partner of such specified person or of any corporation (other than
            the Corporation or any wholly-owned subsidiary of the Corporation),
            partnership or other entity which is an Affiliate of such specified
            person.

3. For the purpose of this Article ELEVENTH, so long as Continuing Directors
   constitute at least a majority of the entire Board of Directors, the Board of
   Directors shall have the power to make a good faith determination, on the
   basis of information know to them, of: (i) the number of shares of Voting
   Stock of which any person is the Beneficial Owner, (ii) whether a person is a
   Related Person or is an Affiliate or Associate of another, (iii) whether a
   person has an agreement, arrangement or understanding with another as to the
   matters referred to in the definition of Beneficial Owner herein, (iv)
   whether the assets subject to any Business Transaction constitute a
   Substantial Part, (v) whether any Business Transaction is with a Related
   Person or is one in which a Related Person has an interest (other than only a
   proportionate interest as a stockholder of the Corporation), (vi) whether a
   Related Person has, directly or indirectly, received the benefits or caused
   any of the changes referred to in subparagraph (c) of Section 1 of this
   Article ELEVENTH, and (vii) such other matters with respect to which a
   determination is required under this Article ELEVENTH; and such determination
   by the Board of Directors shall be conclusive and binding for all purposes of
   this Article ELEVENTH.

4. Nothing contained in this Article ELEVENTH shall be construed to relieve any
   Related Person of any fiduciary obligation imposed by law.

5. The fact that any Business Transaction complies with the provisions of
   Section 1 of this Article ELEVENTH shall not be construed to impose any
   fiduciary duty, obligation or responsibility on the Board of Directors, or
   any member thereof, to approve such Business Transaction or recommend its
   adoption or approval to the stockholders of the Corporation.

                                 ARTICLE TWELFTH

           Board of Directors; Numbers; Qualifications; Classification
<PAGE>   11
                                                                    Exhibit 3(b)
                                                                          Part 1
                                                                  Conformed Copy

1.    (i) The number of Directors shall be fixed from time to time by or
      pursuant to the By-Laws of the Corporation. Directors need not be
      stockholders.

      (ii)  Unless waived by the Board of Directors, no person not already a
            director shall be eligible to be elected to or serve as a director
            unless such person's candidacy shall have been notified to the Board
            of Directors at least seventy-five (75) days before initiation of
            solicitation to the stockholders for election in the event of an
            election other than at an annual meeting and seventy-five (75) days
            before the corresponding date that had been the record date of the
            previous year's annual meeting in the event of an election at an
            annual meeting. Any such notification pursuant to this subparagraph
            (ii) shall be effective and such person shall be eligible to be
            elected or to serve only if the notification contains all
            information concerning such person which would be required to be
            included in a proxy statement pursuant to the rules and regulations
            under the Securities Exchange Act of 1934 or any successor
            provisions.

      (iii) The Directors shall be divided into three classes, designated Class
            I, Class II and Class III. Each class shall consist, as nearly as
            may be possible, of one-third of the total number of Directors
            constituting the entire Board of Directors. The term of the initial
            Class I Directors shall terminate on the date of the 1992 annual
            meeting of stockholders; the term of the initial Class II Directors
            shall terminate on the date of the 1993 annual meeting of
            stockholders, and the term of the initial Class III Directors shall
            terminate on the date of the 1994 annual meeting of stockholders. At
            each annual meeting of stockholders beginning in 1992, successors to
            the class of Directors whose term expires at that annual meeting,
            other than those Directors elected under particular circumstances by
            a separate class vote of the holders of any class or series of
            Preferred Stock, shall be elected for a three-year term. If the
            number of Directors is changed, any increase or decrease shall be
            apportioned among the classes so as to maintain the number of
            Directors in each class as nearly equal as possible, and any
            additional Directors of any class elected to fill a vacancy
            resulting from an increase in such class shall hold office for a
            term that shall coincide with the remaining term of that class, but
            in no case will a decrease in the number of Directors shorten the
            term of any incumbent Director.

2.    Each Director shall hold office until his or her successor is elected and
      qualified or until his or her earlier resignation or removal. Any Director
      may resign at any time upon written notice to the Board of Directors or to
      the President or the Secretary of the Corporation. Such written notice
      shall be necessary to make a Director's resignation effective. Except as
      may be provided in the terms of any class or series of Preferred Stock
      relating to the rights of the holders of such class or series to elect, by
      separate class vote, additional Directors, any Director or the entire
      Board of Directors may be removed only for cause, and only by the holders
      of 80% of the shares then
<PAGE>   12
                                                                    Exhibit 3(b)
                                                                          Part 1
                                                                  Conformed Copy

      entitled to vote at an election of Directors. Unless otherwise provided in
      this Certificate of Incorporation or in the By-Laws, vacancies and newly
      created directorships resulting from any increase in the authorized number
      of Directors or from any other cause may be filled by a majority of the
      Directors, although less than a quorum, then remaining in office and
      elected by the holders of the capital stock of the Corporation entitled to
      vote generally in the election of Directors or, in the event that there is
      only one such Director, by such sole remaining Director, and the Directors
      so chosen shall hold office for a term that shall coincide with the term
      of the class to which such Director shall have been elected.

3.    In the event that the holders of any class or series of Preferred Stock
      are entitled, by a separate class vote, to elect Directors pursuant to the
      terms of such class or series, then the provisions of such class or series
      with respect to such rights of election shall apply to the election of
      such Directors. The number of Directors that may be elected by the holders
      of any such class or series of stock shall be in addition to the number
      fixed by or pursuant to the By-Laws. Except as otherwise expressly
      provided in the terms of such class or series, the number of directors
      that may be so elected by the holders of any such class or series of stock
      shall be elected for terms expiring at the next Annual Meeting of the
      Stockholders and without regard to the classification of the remaining
      members of the Board of Directors, and vacancies among Directors so
      elected by the separate class vote of any such class or series of
      Preferred Stock shall be filled by the affirmative vote of a majority of
      the remaining Directors elected by such class or series, or, if there are
      no such remaining Directors, by the holders of such class or series in the
      same manner in which such class or series initially elected a Director.

            If at any meeting for the election of Directors, more than one class
      of stock, voting separately as classes, shall be a quorum of only one such
      class of stock, that class of stock shall be entitled to elect its quota
      of Directors notwithstanding absence of a quorum of the other class or
      classes of stock.

                               ARTICLE THIRTEENTH

                              Amendment of By-Laws

      Subject to any limitations imposed by this Certificate of Incorporation,
the Board of Directors shall have power to adopt, amend, or repeal the By-Laws
of the Corporation, Any By-Laws made by the Directors under the powers conferred
hereby may be amended or repealed by the Directors or by the stockholders.
Notwithstanding the foregoing and any other provisions of this Certificate of
Incorporation or the By-Laws of the Corporation (and notwithstanding that a
lesser percentage may be specified by law), no provisions of the By-Laws shall
be adopted, amended, or repealed by the stockholders without an affirmative vote
of the holders of not less than eighty percent (80%) of the voting power of all
of the outstanding shares of capital stock of the Corporation entitled
<PAGE>   13
                                                                    Exhibit 3(b)
                                                                          Part 1
                                                                  Conformed Copy

to vote generally in the election of Directors, considered for the purposes of
this Article as a single class.

                               ARTICLE FOURTEENTH

                      Higher Vote Requirement for Amendment

      Notwithstanding any other provisions of this Certificate of Incorporation
or the By-Laws of the Corporation (and notwithstanding that a lesser percentage
may be specified by law), the provisions of Articles TENTH, ELEVENTH, TWELFTH,
THIRTEENTH OR FOURTEENTH hereof may not be amended or repealed unless such
action is approved by the affirmative vote of the holders of not less than
eighty percent (80%) of the voting power of all of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
Directors, considered for the purpose of this Article as a single class.
<PAGE>   14
                                                                    Exhibit 3(b)
                                                                          Part 2
                                                                  Conformed Copy

                         CERTIFICATE OF AMENDMENT TO THE
                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            OXFORD HEALTH PLANS, INC.


      Oxford Health Plans, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies that at a
meeting of the stockholders of the Corporation held on September 17, 1993, it
was resolved by the duly adopted vote of the stockholders in accordance with
Section 242 of the General Corporation Law of the State of Delaware that the
first sentence of the first paragraph of Article Fourth of the Corporation's
Second Amended and Restated Certificate of Incorporation be amended to read as
follows:

                                 ARTICLE FOURTH

                                  Capital Stock

The total authorized capital stock of the Corporation consists of 27,000,000
shares of which 2,000,000 are shares of Preferred Stock, $.01 par value
("Preferred Stock"), and 25,000,000 are shares of Common Stock, $.01 par value,
("Common Stock").

      IN WITNESS WHEREOF, the Corporation has caused this amendment to be signed
by Stephen F. Wiggins, its Chairman of the Board of Directors, and attested by
Donald V. Barrett, its Secretary, this 17th day of September, 1993.

                                             OXFORD HEALTH PLANS, INC.



                                             By: /s/  S.F. WIGGINS
                                                -------------------------------
                                             Stephen F. Wiggins
                                             Chairman of the Board
                                             of Directors

ATTEST:

By: /s/ D.V. BARRETT
   -----------------------------
   Donald V. Barrett
   Secretary
<PAGE>   15
                                                                    Exhibit 3(b)
                                                                          Part 3
                                                                  Conformed Copy

                         CERTIFICATE OF AMENDMENT TO THE
                           SECOND AMENDED AND RESTATED
                    CERTIFICATE OF INCORPORATION, AS AMENDED,
                                       OF
                            OXFORD HEALTH PLANS, INC.


      Oxford Health Plans, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies that at a
meeting of the stockholders of the Corporation held on March 3, 1995, it was
resolved by the duly adopted vote of the stockholders in accordance with Section
242 of the General Corporation Law of the State of Delaware that the first
sentence of the first paragraph of Article Fourth of the Corporation's Second
Amended and Restated Certificate of Incorporation, as amended, be amended to
read as follows:

                                 ARTICLE FOURTH

                                  Capital Stock

The total authorized capital stock of the Corporation consists of 202,000,000
shares, of which 2,000,000 are shares of Preferred Stock, $.01 par value
("Preferred Stock"), and 200,000,000 are shares of Common Stock, $.01 par value,
("Common Stock").

      IN WITNESS WHEREOF, the Corporation has caused this amendment to be signed
by Stephen F. Wiggins, its Chief Executive Officer, this 6th day of March, 1995.


                                          OXFORD HEALTH PLANS, INC.


                                          By: /s/ S.F. WIGGINS
                                             ------------------------------
                                             Stephen F. Wiggins
                                             Chief Executive Officer
<PAGE>   16
                                                                    Exhibit 3(b)
                                                                          Part 4
                                                                  Conformed Copy

                         CERTIFICATE OF AMENDMENT TO THE
                           SECOND AMENDED AND RESTATED
                    CERTIFICATE OF INCORPORATION, AS AMENDED,
                                       OF
                            OXFORD HEALTH PLANS, INC.


      Oxford Health Plans, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies that at a
meeting of the stockholders of the Corporation held on April 22, 1997, it was
resolved by the duly adopted vote of the stockholders in accordance with Section
242 of the General Corporation Law of the State of Delaware that the first
sentence of the first paragraph of Article Fourth of the Corporation's Second
Amended and Restated Certificate of Incorporation, as amended, be amended to
read as follows:

                                 ARTICLE FOURTH

                                  Capital Stock

The total authorized capital stock of the Corporation consists of 402,000,000
shares, of which 2,000,000 are shares of Preferred Stock, $.01 par value
("Preferred Stock"), and 400,000,000 are shares of Common Stock, $.01 par value,
("Common Stock").

      IN WITNESS WHEREOF, the Corporation has caused this amendment to be signed
by Stephen F. Wiggins, its Chief Executive Officer, this 1st day of May, 1997.


                                          OXFORD HEALTH PLANS, INC.



                                          By: /s/ S.F. WIGGINS
                                              --------------------------------
                                              Stephen F. Wiggins
                                              Chief Executive Officer
<PAGE>   17
                                                                    Exhibit 3(b)
                                                                          Part 5

                                                                       Conformed

                           CERTIFICATE OF DESIGNATIONS

                                       of

                       SERIES A CUMULATIVE PREFERRED STOCK

                                       of

                            OXFORD HEALTH PLANS, INC.

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



            Oxford Health Plans, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
hereby certifies that the following resolutions were adopted by the Board of
Directors of the Corporation (the "Board of Directors") pursuant to authority of
the Board of Directors as required by Section 151 of the Delaware General
Corporation Law:

            RESOLVED, that pursuant to the authority granted to and vested in
the Board of Directors in accordance with the provisions of the Second Amended
and Restated Certificate of Incorporation of the Corporation, as amended (the
"Certificate of Incorporation"), the Board of Directors hereby creates a series
of the Corporation's previously authorized preferred stock, par value $0.01 per
share (the "Preferred Stock"), and hereby states the designation and number
thereof, and fixes the voting powers, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations and
restrictions thereof, as follows:

            Series A Cumulative Preferred Stock:

            I.    Designation and Amount

            The designation of this series of shares shall be "Series A
Cumulative Preferred Stock" (the "Series A Preferred Stock"); the stated value
per share shall be $1,000 (the "Stated Value"); and the number of shares
constituting such series shall be 300,000. The number of shares of the Series A
Preferred Stock may be decreased from time to time by a resolution or
resolutions of the Board of Directors; provided, however, that such number shall
not be decreased below the aggregate number of
<PAGE>   18
shares of the Series A Preferred Stock then outstanding.

            II.   Rank

            A. With respect to dividend rights, the Series A Preferred Stock
shall rank (i) junior to each other class or series of Preferred Stock which by
its terms ranks senior to the Series A Preferred Stock as to payment of
dividends, (ii) on a parity with each other class or series of Preferred Stock
which by its terms ranks on a parity with the Series A Preferred Stock as to
payment of dividends, including the Series B Preferred Stock, par value $0.01
per share, of the Corporation (the "Series B Preferred Stock") and (iii) prior
to the Corporation's Common Stock, par value $.01 per share (the "Common
Stock"), and, except as specified above, all other classes and series of capital
stock of the Corporation hereafter issued by the Corporation. With respect to
dividends, all equity securities of the Corporation to which the Series A
Preferred Stock ranks senior, including the Common Stock, are collectively
referred to herein as the "Junior Dividend Securities"; all equity securities of
the Corporation with which the Series A Preferred Stock ranks on a parity,
including the Series B Preferred Stock, are collectively referred to herein as
the "Parity Dividend Securities"; and all equity securities of the Corporation
(other than convertible debt securities) to which the Series A Preferred Stock
ranks junior, with respect to dividends, are collectively referred to herein as
the "Senior Dividend Securities."

            B. With respect to the distribution of assets upon liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the Series A Preferred Stock shall rank (i) junior to each other class or series
of Preferred Stock which by its terms ranks senior to the Series A Preferred
Stock as to distribution of assets upon liquidation, dissolution or winding up,
(ii) on a parity with each other class or series of Preferred Stock which by its
terms ranks on a parity with the Series A Preferred Stock as to distribution of
assets upon liquidation, dissolution or winding up of the Corporation, including
the Series B Preferred Stock, and (iii) prior to the Common Stock, and, except
as specified above, all other classes and series of capital stock of the
Corporation hereinafter issued by the Corporation. With respect to the
distribution of assets upon liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, all equity securities of the
Corporation to which the Series A Preferred Stock ranks senior, including the
Common Stock, are collectively referred to herein as "Junior Liquidation
Securities"; all equity securities of the Corporation (other than convertible
debt securities) to which the Series A Preferred Stock ranks on parity,
including the Series B Preferred Stock, are collectively referred to herein as
"Parity Liquidation Securities"; and all equity securities of the Corporation to
which the Series A Preferred Stock ranks junior are collectively referred to
herein as "Senior Liquidation Securities."

            C. The Series A Preferred Stock shall be subject to the creation of

<PAGE>   19
Junior Dividend Securities and Junior Liquidation Securities (collectively,
"Junior Securities") but no Parity Dividend Securities or Parity Liquidation
Securities (collectively, "Parity Securities") (other than the Series B
Preferred Stock), or Senior Dividend Securities or Senior Liquidation Securities
(collectively, "Senior Securities") shall be created except in accordance with
the terms hereof and the Investment Agreement, including, without limitation,
Article VIII, Section F hereof.

            III.  Dividends

            A. Dividends. Prior to the Second Anniversary Date, shares of Series
A Preferred Stock shall accumulate dividends at a rate of 8.243216% per annum,
payment of which may be made in cash or by the issuance of additional shares of
Series A Preferred Stock (which, upon issuance, shall be fully paid and
nonassessable), at the option of the Company; provided that if any such dividend
is paid after the Second Anniversary Date, such dividend shall be paid in cash.
On and after the Second Anniversary Date, shares of Series A Preferred Stock
shall accumulate dividends at a rate of 8% per annum, which dividends shall be
paid in cash. On and prior to the Second Anniversary Date, dividends shall be
paid annually on the anniversary of the original issuance of Series A Preferred
Stock, and thereafter dividends shall be paid in four equal quarterly
installments on the last day of March, June, September and December of each
year, or if any such date is not a Business Day, the Business Day next preceding
such day (each such date, regardless of whether any dividends have been paid or
declared and set aside for payment on such date, a "Dividend Payment Date"), to
holders of record (the "Registered Holders") as they appear on the stock record
books of the Corporation on the fifteenth day prior to the relevant Dividend
Payment Date. Dividends shall be paid only when, as and if declared by the Board
of Directors out of funds at the time legally available for the payment of
dividends. Dividends shall begin to accumulate on outstanding shares of Series A
Preferred Stock from the date of issuance and shall be deemed to accumulate from
day to day whether or not earned or declared until paid. Dividends shall
accumulate on the basis of a 360-day year consisting of twelve 30-day months
(four 90-day quarters) and the actual number of days elapsed in the period for
which payable.

            B. Accumulation. Dividends on the Series A Preferred Stock shall be
cumulative, and from and after any Dividend Payment Date on which any dividend
that has accumulated or been deemed to have accumulated through such date has
not been paid in full or any payment date set for a redemption on which such
redemption payment has not been paid in full, additional dividends shall
accumulate in respect of the amount of such unpaid dividends or unpaid
redemption payment (the "Arrearage") at the annual rate then in effect as
provided in Section A of this Article III (or such lesser rate as may be the
maximum rate that is then permitted by


                                      -3-
<PAGE>   20
applicable law). Such additional dividends in respect of any Arrearage shall be
deemed to accumulate from day to day whether or not earned or declared until the
Arrearage is paid, shall be calculated as of such successive Dividend Payment
Date and shall constitute an additional Arrearage from and after any Dividend
Payment Date to the extent not paid on such Dividend Payment Date. References in
any Article herein to dividends that have accumulated or that have been deemed
to have accumulated with respect to the Series A Preferred Stock shall include
the amount, if any, of any Arrearage together with any dividends accumulated or
deemed to have accumulated on such Arrearage pursuant to the immediately
preceding two sentences. Additional dividends in respect of any Arrearage may be
declared and paid at any time, in whole or in part, without reference to any
regular Dividend Payment Date, to Registered Holders as they appear on the stock
record books of the Corporation on such record date as may be fixed by the Board
of Directors (which record date shall be no less than 10 days prior to the
corresponding payment date). Dividends in respect of any Arrearage shall be paid
in cash.

            C. Method of Payment. Dividends paid on the shares of Series A
Preferred Stock in an amount less than the total amount of such dividends at the
time accumulated and payable on all outstanding shares of Series A Preferred
Stock shall be allocated pro rata on a share-by-share basis among all such
shares then outstanding. After the Second Anniversary Date, dividends that are
declared and paid in an amount less than the full amount of dividends
accumulated on the Series A Preferred Stock (and on any Arrearage) shall be
applied first to the earliest dividend which has not theretofore been paid. All
cash payments of dividends on the shares of Series A Preferred Stock shall be
made in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

            IV.   Liquidation Preference

            In the event of a liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of then-outstanding
shares of Series A Preferred Stock shall be entitled to receive out of the
assets of the Corporation, whether such assets are capital or surplus of any
nature, an amount per share equal to the sum of (i) the dividends, if any,
accumulated or deemed to have accumulated thereon to the date of final
distribution to such holders, whether or not such dividends are declared, and
(ii) the Stated Value thereof, and no more, before any payment shall be made or
any assets distributed to the holders of any Junior Liquidation Securities.
After any such payment in full, the holders of Series A Preferred Stock shall
not, as such, be entitled to any further participation in any distribution of
assets of the Corporation. All the assets of the Corporation available for
distribution to stockholders after the liquidation preferences of any Senior


                                      -4-
<PAGE>   21
Liquidation Securities shall be distributed ratably (in proportion to the full
distributable amounts to which holders of Series A Preferred Stock and Parity
Liquidation Securities, if any, are respectively entitled upon such dissolution,
liquidation or winding up) among the holders of the then-outstanding shares of
Series A Preferred Stock and Parity Liquidation Securities, if any, when such
assets are not sufficient to pay in full the aggregate amounts payable thereon.

            Neither a consolidation or merger of the Corporation with or into
any other Person or Persons, nor a sale, conveyance, lease, exchange or transfer
of all or part of the Corporation's assets for cash, securities or other
property to a Person or Persons shall be deemed to be a liquidation, dissolution
or winding up of the Corporation for purposes of this Article IV, but the
holders of shares of Series A Preferred Stock shall nevertheless be entitled
from and after any such consolidation, merger or sale, conveyance, lease,
exchange or transfer of all or part of the Corporation's assets to the rights
provided by this Article IV following any such transaction. Notice of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, stating the payment date or dates when, and the place or places
where, the amounts distributable to each holder of shares of Series A Preferred
Stock in such circumstances shall be payable, shall be given by first-class
mail, postage prepaid, mailed not less than 30 days prior to any payment date
stated therein, to holders of record as they appear on the stock record books of
the Corporation as of the date such notices are first mailed.

            V.    Redemption

            A. Optional Redemption. The Corporation shall not have any right to
redeem any shares of Series A Preferred Stock prior to the fifth anniversary of
the original issuance of the Series A Preferred Stock. On and after such date,
the Corporation shall have the right, at its option and election, to redeem all
the outstanding shares of Series A Preferred Stock, in whole but not in part, at
any time, in accordance with the provisions of this Article V. The redemption
price for such shares of Series A Preferred Stock shall be paid in cash out of
funds legally available therefor and shall be in an amount per share equal to
the sum of (i) the amount, if any, of all unpaid dividends accumulated thereon
to the date of actual payment of the Redemption Price, whether or not such
dividends have been declared, and (ii) the Stated Value thereof (the "Redemption
Price").

            B. Mandatory Redemption. On the tenth anniversary of the original
issuance of the Series A Preferred Stock (the "Mandatory Redemption Date"), the
Corporation shall redeem (the "Mandatory Redemption") all outstanding shares of
Series A Preferred Stock by paying the Redemption Price therefor in cash out of
funds legally available for such purpose.


                                      -5-
<PAGE>   22
            C. Notice and Redemption Procedures. Notice of the redemption of
shares of Series A Preferred Stock pursuant to Section A or B hereof (a "Notice
of Redemption") shall be sent to the holders of record of the shares of Series A
Preferred Stock to be redeemed by first class mail, postage prepaid, at each
such holder's address as it appears on the stock record books of the Corporation
not more than 120 nor fewer than 90 days prior to the date fixed for redemption,
which date shall be set forth in such notice (the "Redemption Date"); provided
that failure to give such Notice of Redemption to any holder, or any defect in
such Notice of Redemption to any holder shall not affect the validity of the
proceedings for the redemption of any shares of Series A Preferred Stock held by
any other holder. Notwithstanding the foregoing, in the event that
contemporaneously with or prior to the delivery of a Notice of Redemption, the
Corporation irrevocably deposits, in accordance with Section F of this Article
V, funds sufficient to pay the aggregate Redemption Price for the Series A
Preferred Stock, such Notice of Redemption shall be delivered not more than 120
days nor fewer than 30 days prior to the Redemption Date; provided, however,
that, if such Notice of Redemption is delivered fewer than 60 days prior to the
Redemption Date and the Investor or any of its Affiliates Beneficially Owns
shares of Series A Preferred Stock as of the date of the Notice of Redemption
and uses its reasonable best efforts to consummate the sale of its shares of
Series A Preferred Stock prior to the stated Redemption Date but has not
completed the sale of all the Series A Preferred Stock Beneficially Owned by the
Investor and its Affiliates (or such other amount desired to be sold by the
Investor and its Affiliates), the Corporation shall, at the option of the
Investor (or any such Affiliate), delay such Redemption Date for a period not to
exceed 30 days as requested by the Investor (or any such Affiliate) in order to
complete such sale or sales, and shall notify the holders of Series A Preferred
Stock of such delay within five days of receiving the request therefor. Any
delay of the Redemption Date pursuant to the proviso to the preceding sentence
shall be requested by the Investor (or its Affiliate) in writing no later than
the tenth day preceding the then-scheduled Redemption Date stated in the Notice
of Redemption. The Redemption Date stated in a Notice of Redemption shall not be
delayed more than once in connection with the redemption of shares of Series A
Preferred Stock pursuant to such Notice of Redemption. In order to facilitate
the redemption of shares of Series A Preferred Stock, the Board of Directors may
fix a record date for the determination of the holders of shares of Series A
Preferred Stock to be redeemed, in each case, not more than 30 days prior to the
date the Notice of Redemption is mailed. On or after the Redemption Date, each
holder of the shares called for redemption shall surrender the certificate
evidencing such shares to the Corporation at the place designated in such notice
and shall thereupon be entitled to receive payment of the Redemption Price. From
and after the Redemption Date, all dividends on shares of Series A Preferred
Stock shall cease to accumulate and all rights of the holders thereof as holders
of Series A Preferred Stock shall cease and


                                      -6-
<PAGE>   23
terminate, except to the extent the Corporation shall default in payment thereof
on the Redemption Date. Prior to any Redemption Date that has been fixed by the
Company, other than in connection with the Mandatory Redemption, the Corporation
shall take all measures reasonably requested by the Investor to facilitate a
sale or other disposition of Series A Preferred Stock by the Investor or its
Affiliates prior to such Redemption Date, including, without limitation,
participation in due diligence sessions and provision of information about the
management, business and financial condition of the Corporation, preparation of
offering memoranda, private placement memoranda and other similar documents and
preparation and delivery of such other certificates or documents reasonably
requested by the Investor. For so long as the Investor or an Affiliate of the
Investor holds any shares of Series A Preferred Stock, no Notice of Redemption
in connection with a redemption pursuant to Section A or B of this Article V
shall be delivered unless (i) the Corporation's preferred stock is rated Baa or
better by Moody's or BBB or better by S&P, or in the event the Corporation's
preferred stock is not rated by Moody's and S&P, the Corporation's unsecured
debt is rated Baa or better by Moody's or BBB or better by S&P or (ii) the
Corporation has sufficient funds reasonably available under committed lines of
credit or other similar sources of financing established with financially sound
financing providers to pay, on the Redemption Date, the aggregate Redemption
Price in connection with such redemption (and shall reserve such funds or
availability for the payment of the aggregate Redemption Price); provided, that
the Corporation may deliver a Notice of Redemption without complying with the
foregoing conditions if prior to, or contemporaneously with, the delivery of
such notice the Corporation irrevocably deposits in accordance with Section F of
this Article V funds sufficient to pay the aggregate Redemption Price for the
Series A Preferred Stock.

            D. Change of Control. In the event there occurs a Change of Control,
any holder of record of shares of Series A Preferred Stock, in accordance with
the procedures set forth in Section E hereof, may require the Corporation to
redeem any or all of the shares of Series A Preferred Stock held by such holder
at the Redemption Price therefor.

            E. Change of Control Notice and Redemption Procedures. Notice of any
Change of Control shall be sent to the holders of record of the outstanding
shares of Series A Preferred Stock not more than five days following a Change of
Control, which notice (a "Change of Control Notice") shall describe the
transaction or transactions constituting such Change of Control and set forth
each holder's right to require the Corporation to redeem any or all shares of
Series A Preferred Stock held by him or her out of funds legally available
therefor, the Redemption Date (which date shall be not more than 30 days from
the date of such Change of Control Notice) and the procedures to be followed by
such holders in exercising his or her right to cause such redemption; provided,
however, that if shares of Series A Preferred Stock


                                      -7-
<PAGE>   24
are owned by more than 50 holders or groups of Affiliated holders and if the
Series A Preferred Stock is listed on any national securities exchange or quoted
on any national quotation system, the Corporation shall give such Change of
Control Notice by publication in a newspaper of general circulation in the
Borough of Manhattan, The City of New York, within 30 days following such Change
of Control and, in any case, a similar notice shall be mailed concurrently to
each holder of shares of Series A Preferred Stock. Failure by the Corporation to
give the Change of Control Notice as prescribed by the preceding sentence, or
the formal insufficiency of any such Change of Control Notice, shall not
prejudice the rights of any holder of shares of Series A Preferred Stock to
cause the Corporation to redeem any such shares held by him or her. In the event
a holder of shares of Series A Preferred Stock shall elect to require the
Corporation to redeem any or all such shares of Series A Preferred Stock
pursuant to Section D hereof, such holder shall deliver, prior to the Redemption
Date as set forth in the Change of Control Notice, or, if the Change of Control
Notice is not given as required by this Section E, at any time following the
last day the Corporation was required to give the Change of Control Notice in
accordance with this Section E (in which case the Redemption Date shall be the
date which is the later of (x) 30 days following the last day the Corporation
was required to give the Change of Control Notice in accordance with this
Section E and (y) 15 days following the delivery of such election by such
holder), a written notice, in the form specified by the Corporation (if the
Corporation did in fact give the notice required by this Section E), to the
Corporation so stating, and specifying the number of shares to be redeemed
pursuant to Section D hereof; provided, however, that if all of the shares of
the Series A Preferred Stock are owned by 50 or fewer holders or groups of
affiliated holders, such holders or groups may deliver a notice or an election
to redeem at any time within 90 days following the occurrence of a Change of
Control without awaiting receipt of a Change of Control Notice or the expiration
of the time allowed for the delivery of a Change of Control Notice hereunder.
The Corporation shall redeem the number of shares so specified on the Redemption
Date fixed by the Corporation or as provided in the preceding sentence. The
Corporation shall comply with the requirements of Rules 13e-4 and 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the shares of Series A Preferred Stock as a result of a Change of
Control. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of this paragraph, the Corporation shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations hereunder by virtue thereof.

            F. Deposit of Funds. The Corporation shall, on or prior to any
Redemption Date pursuant to this Article V, deposit with its transfer agent or
other redemption agent in the Borough of Manhattan, The City of New York having
a capital and surplus of at least $500,000,000 selected by the Board of
Directors, as a


                                      -8-
<PAGE>   25
trust fund for the benefit of the holders of the shares of Series A Preferred
Stock to be redeemed, cash that is sufficient in amount to redeem the shares to
be redeemed in accordance with the Notice of Redemption or Change of Control
Notice, with irrevocable instructions and authority to such transfer agent or
other redemption agent to pay to the respective holders of such shares, as
evidenced by a list of such holders certified by an officer of the Corporation,
the Redemption Price upon surrender of their respective share certificates. Such
deposit shall be deemed to constitute full payment of such shares to the
holders, and from and after the date of such deposit, all rights of the holders
of the shares of Series A Preferred Stock that are to be redeemed as
stockholders of the Corporation with respect to such shares, except the right to
receive the Redemption Price upon the surrender of their respective
certificates, shall cease and terminate. No dividends shall accumulate on any
shares of Series A Preferred Stock after the Redemption Date for such shares
(unless the Corporation shall fail to deposit cash sufficient to redeem all such
shares). In case holders of any shares of Series A Preferred Stock called for
redemption shall not, within two years after such deposit, claim the cash
deposited for redemption thereof, such transfer agent or other redemption agent
shall, upon demand, pay over to the Corporation the balance so deposited.
Thereupon, such transfer agent or other redemption agent shall be relieved of
all responsibility to the holders thereof and the sole right of such holders,
with respect to shares to be redeemed, shall be to receive the Redemption Price
as general creditors of the Corporation. Any interest accrued on any funds so
deposited shall belong to the Corporation, and shall be paid to it from time to
time on demand.

            VI.   Exchange of Series A Preferred Stock

            A. The Series A Preferred Stock shall be exchangeable, at any time,
at the option of the Corporation and to the extent permitted by applicable law,
in whole but not in part, on any Dividend Payment Date for Junior Subordinated
Debentures (issued pursuant to an indenture (the "Indenture") prepared in
accordance with the Investment Agreement), in principal amount of $1,000 per
share of Series A Preferred Stock (a "Debenture" and, collectively, the
"Debentures"), in accordance with this Article VI:

            (i) Each share of Series A Preferred Stock shall be exchangeable at
the offices of the Corporation and at such other place or places, if any, as the
Board of Directors may designate. Except with the prior written consent of the
holders of all outstanding shares of Series A Preferred Stock, the Corporation
may not exchange any shares of Series A Preferred Stock if (a) full cumulative
dividends, to the extent payable or deemed payable through the date of exchange,
have not been paid or set aside for payment on all outstanding shares of the
Series A Preferred Stock, (b) the Corporation has failed to amend its
Certificate of Incorporation pursuant to Delaware


                                      -9-
<PAGE>   26
law to confer the power to vote upon holders of the Debentures as shall be
contemplated by the Indenture or (c) such exchange could result in any tax
consequence to the Investor or any of its Affiliates which is materially
adverse.

            (ii) Prior to giving notice of its intention to exchange, the
Corporation shall execute and deliver to a bank or trust company selected by the
Board of Directors and, if required by applicable law, qualify under the Trust
Indenture Act of 1939, as amended, the Indenture.

            (iii) The Corporation shall mail written notice of its intention to
exchange Series A Preferred Stock for Debentures (the "Exchange Notice") to each
holder of record of shares of Series A Preferred Stock not less than 90 nor more
than 120 days prior to the date fixed for exchange.

            (iv) Prior to effecting any exchange provided above, the Corporation
shall deliver to each holder of shares of Series A Preferred Stock an opinion of
nationally recognized legal counsel to the effect that: (i) each of the
Indenture and the Debentures have been duly authorized and executed by the
Corporation and, when delivered by the Corporation in exchange for shares of
Series A Preferred Stock, will constitute valid and legally binding obligations
of the Corporation enforceable against the Corporation in accordance with their
terms, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general principles of equity; (ii) the
exchange of the Debentures for the shares of Series A Preferred Stock shall not
violate the provisions of this Article VI or of the Delaware General Corporation
Law, including Section 221 thereof; and (iii) the exchange of the Debentures for
the shares of Series A Preferred Stock is exempt from the registration
requirements of the Securities Act or, if no such exemption is available, that
the Debentures have been duly registered for such exchange under such Act.

            (v) Upon the exchange of shares of Series A Preferred Stock for
Debentures, the rights of the holders of shares of Series A Preferred Stock as
stockholders of the Corporation shall terminate and such shares shall no longer
be deemed outstanding.

            (vi) Before any holder of shares of Series A Preferred Stock shall
be entitled to receive Debentures, such holder shall surrender the certificate
or certificates therefor, at the office of the Corporation or at such other
place or places, if any, as the Board of Directors shall have designated, and
shall state in writing the name or names (with addresses) in which he or she
wishes the certificate or certificates for the Debentures to be issued. The
Corporation will, as soon as practicable thereafter, issue and deliver at said
office or place to such holder of shares


                                      -10-
<PAGE>   27
of Series A Preferred Stock, or to his or her nominee or nominees, certificates
for the Debentures to which he or she shall be entitled as aforesaid. Shares of
Series A Preferred Stock shall be deemed to have been exchanged as of the close
of business on the date fixed for exchange as provided above, and the Person or
Persons entitled to receive the Debentures issuable upon such exchange shall be
treated for all purposes (including the accrual and payment of interest) as the
record holder or holders of such Debentures as of the close of business on such
date.

            B. For purposes of clause (c) of paragraph (i) of Section A, an
exchange of shares of Series A Preferred Stock shall be deemed to be an exchange
that could result in a tax consequence to the Investor or any of its Affiliates
which is materially adverse only if the Investor or its Affiliate shall have
delivered to the Corporation a written notice to such effect on or before the
fifteenth day after its receipt of the Exchange Notice (an "Objection Notice"),
which Objection Notice shall be prepared in good faith and shall specify in
reasonable detail the nature of such tax consequences which could result from
the exchange (other than the difference between the tax treatment of
distributions on the Series A Preferred Stock and interest payments on the
Debentures); provided, that the Investor or its Affiliates shall not deliver an
Objection Notice unless the Investor and its Affiliates Beneficially Own, in the
aggregate, at least 1,000 shares of Series A Preferred Stock at the time of
delivery of such Objection Notice to the Corporation. If the Corporation
receives an Objection Notice, then the Corporation shall not exchange the shares
of Series A Preferred Stock of the Investor and its Affiliates and the
Corporation shall, within 15 days after its receipt of the Objection Notice mail
written notice to the effect that it is canceling the proposed exchange of
shares of Series A Preferred Stock to each holder of record of shares of Series
A Preferred Stock to which it mailed the Exchange Notice.

            C. Shares of the Series A Preferred Stock may be exchanged for
Warrant Shares pursuant to Section 4 of the Warrants.

            VII.  Restrictions on Dividends

            So long as any shares of the Series A Preferred Stock are
outstanding, the Board of Directors shall not declare, and the Corporation shall
not pay or set apart for payment any dividend on any Junior Securities or make
any payment on account of, or set apart for payment money for a sinking or other
similar fund for, the repurchase, redemption or other retirement of, any Junior
Securities or Parity Securities or any warrants, rights or options exercisable
for or convertible into any Junior Securities or Parity Securities (other than
the repurchase, redemption or other retirement of debentures or other debt
securities that are convertible or exchangeable into any Junior Securities or
Parity Securities), or make any distribution in respect of the Junior
Securities, either directly or indirectly, and whether in cash, obligations or


                                      -11-
<PAGE>   28
shares of the Corporation or other property (other than distributions or
dividends in Junior Securities to the holders of Junior Securities), and shall
not permit any corporation or other entity directly or indirectly controlled by
the Corporation to purchase or redeem any Junior Securities or Parity Securities
or any warrants, rights, calls or options exercisable for or convertible into
any Junior Securities or Parity Securities (other than the repurchase,
redemption or other retirement of debentures or other debt securities that are
convertible or exchangeable into any Junior Securities or Parity Securities)
unless prior to or concurrently with such declaration, payment, setting apart
for payment, repurchase, redemption or other retirement or distribution, as the
case may be, all accumulated and unpaid dividends on shares of the Series A
Preferred Stock not paid on the dates provided for in paragraph A of Article III
hereof (including Arrearages and accumulated dividends thereon) shall have been
paid, except that when dividends are not paid in full as aforesaid upon the
shares of Series A Preferred Stock, all dividends declared on the Series A
Preferred Stock and any series of Parity Dividend Securities shall be declared
and paid pro rata so that the amount of dividends so declared and paid on Series
A Preferred Stock and such series of Parity Dividend Securities shall in all
cases bear to each other the same ratio that accumulated dividends (including
interest accrued on or additional dividends accumulated in respect of such
accumulated dividends) on the shares of Series A Preferred Stock and such Parity
Dividend Securities bear to each other. Notwithstanding the foregoing, this
paragraph shall not prohibit (i) the acquisition, repurchase, exchange,
conversion, redemption or other retirement for value of shares of Series A
Preferred Stock or any Parity Dividend Security by the Corporation in accordance
with the terms of such securities or of any shares of Trust Preferred Stock (as
defined in Section F of Article VIII) or (ii) the acquisition, repurchase,
exchange, conversion, redemption or other retirement for value by the
Corporation of any Junior Dividend Securities by the Corporation in accordance
with obligations in existence at the time of original issuance of the Series A
Preferred Stock.

            VIII. Voting Rights

            A. The holders of shares of Series A Preferred Stock shall have no
voting rights except as set forth below or as otherwise from time to time
required by law.

            B. So long as any shares of the Series A Preferred Stock are
outstanding, each share of Series A Preferred Stock shall entitle the holder
thereof to vote on all matters voted on by holders of Common Stock, and the
shares of Series A Preferred Stock shall vote together with shares of Common
Stock (and any shares of Series B Preferred Stock entitled to vote) as a single
class; provided, however, that upon register or transfer on the stock records of
the Corporation of a share of Series A Preferred Stock to any Person other than
the Investor or an Affiliate of the Investor,


                                      -12-
<PAGE>   29
the transferee, and any subsequent transferee, shall not be entitled to such
voting rights. With respect to any such vote, the Investor (together with its
Affiliates) shall be entitled to a number of votes per share of Series A
Preferred Stock equal to the quotient of the Investor Aggregate Vote Number,
divided by the number of shares of Series A Preferred Stock held by such
Investor and its Affiliates as of the record date for such vote. The "Investor
Aggregate Vote Number" shall equal the number of Warrant Shares that would be
issuable upon the exercise of the Original Warrants (as defined below) by the
holders thereof (assuming all conditions precedent to such exercise have been
satisfied and that such exercise occurs as of the record date for such vote),
multiplied by the lesser of (x) the quotient of the number of Original Warrants
that are Beneficially Owned by members of the Investor Group, in the aggregate,
as of the record date for such vote (excluding for purposes of this calculation,
however, any Original Warrants that have been transferred on the books of the
Corporation by any member of the Investor Group to any Person other than a
member of the Investor Group, regardless of whether any such Original Warrants
are subsequently acquired by any member of the Investor Group), divided by the
number of Original Warrants, and (y) the quotient of the number of Original
Series A Preferred Shares (as defined below) that are Beneficially Owned by
members of the Investor Group, in the aggregate, as of the record date for such
vote (excluding for purposes of this calculation, however, any Original Series A
Preferred Shares transferred on the stock records of the Corporation by any
member of the Investor Group to any Person other than a member of the Investor
Group, regardless of whether any such Original Series A Preferred Shares are
subsequently acquired by any member of the Investor Group), divided by the
number of Original Series A Preferred Shares. The term "Original Warrants" means
those Warrants Beneficially Owned by members of the Investor Group, in the
aggregate, as of the Closing. The term "Original Series A Preferred Shares"
means those shares of Series A Preferred Stock Beneficially Owned by members of
the Investor Group, in the aggregate, as of the Closing.

            C. If on any date (i) dividends payable on either the Series A
Preferred Stock or the Series B Preferred Stock shall have been in arrears and
not paid in full for four consecutive quarterly periods or if dividends shall
have been in arrears and not paid in full on the first or second annual
anniversary of the original issuance of the Series A Preferred Stock or Series B
Preferred Stock, as the case may be, or (ii) the Corporation shall have failed
to satisfy its obligation to redeem either shares of Series A Preferred Stock or
shares of Series B Preferred Stock pursuant to the relevant Certificate of
Designations, then the number of directors constituting the Board of Directors
shall, without further action, be increased by two, and the holders of a
majority of the outstanding shares of Series A Preferred Stock and Series B
Preferred Stock shall have, in addition to the other voting rights set forth
herein, the exclusive right, voting together as a single class without regard to
series, to elect the


                                      -13-
<PAGE>   30
two directors (the "Additional Directors") of the Corporation to fill such
newly-created directorships. Notwithstanding the foregoing, the Investor and its
Affiliates shall not be permitted to elect, pursuant to the preceding sentence,
more than the number of directors that would result in four directors designated
for nomination or elected by the Investor and its Affiliates then being on the
Board of Directors (including directors that the Investor has a right to
designate for nomination to the Board of Directors pursuant to the Investment
Agreement); provided, that if at the time holders of Series A Preferred Stock
and Series B Preferred Stock have the right to elect Additional Directors and
(i) the Investor and its Affiliates Beneficially Own, in the aggregate, a
majority of the outstanding shares of Series A Preferred Stock and Series B
Preferred Stock, taken together as a single class, and (ii) the Investor and its
Affiliates are not permitted to elect one or both of the Additional Directors as
aforesaid, then the holders of Series A Preferred Stock and Series B Preferred
Stock (other than the Investor and its Affiliates) shall have the right to
elect, voting together as a single class, one Additional Director pursuant to
this Section C. Additional Directors shall continue as directors and such
additional voting right shall continue until such time as (a) all dividends
accumulated on the Series A Preferred Stock and/or Series B Preferred Stock, as
the case may be, shall have been paid in full or (b) any redemption obligation
with respect to the Series A Preferred Stock and/or the Series B Preferred
Stock, as the case may be, that has become due shall have been satisfied or all
necessary funds shall have been set aside for payment, as the case may be, at
which time such Additional Directors shall cease to be directors and such
additional voting right of the holders of shares of Series A Preferred Stock
shall terminate subject to revesting in the event of each and every subsequent
event of the character indicated above and subject to any rights as to the
election of directors provided for the holders of any other series of Preferred
Stock of the Corporation.

            D. In the event that one or more of the Investor Nominees required
to be designated for election to the Board of Directors pursuant to the
Investment Agreement are not so designated or are not elected to the Board of
Directors and the Investor or any of its Affiliates Beneficially Owns shares of
Series A Preferred Stock, then the number of directors constituting the Board of
Directors shall, without further action, be increased by the number of such
Investor Nominees not elected to the Board of Directors pursuant to the
Investment Agreement, and such holder or holders shall have, in addition to the
other voting rights set forth herein, the exclusive right, voting separately as
a single class, to elect a number of directors to the Board of Directors equal
to the number of such Investor Nominees not elected to the Board of Directors.
Directors elected pursuant to this Section D shall continue as directors and
such additional voting right shall continue until such time as the requisite
number of Investor Nominees are elected to the Board of Directors pursuant to
the Investment Agreement, at which time the directors elected by the Investor
and its Affiliates pursuant to this Section D shall cease to be directors
(unless elected as Investor


                                      -14-
<PAGE>   31
Nominees), and such additional voting rights shall terminate subject to
revesting in the event of each and every subsequent event of the character
indicated above.

            E. (a) The foregoing rights of holders of shares of Series A
Preferred Stock to take any action as provided in this Article VIII may be
exercised at any annual meeting of stockholders or at a special meeting of
stockholders held for such purpose as hereinafter provided or at any adjournment
thereof, or by the written consent, delivered to the Secretary of the
Corporation, of the holders of the minimum number of shares required to take
such action. So long as such right to vote continues (and unless such right has
been exercised by written consent of the minimum number of shares required to
take such action), the Chairman of the Board of Directors may call, and upon the
written request of holders of record of 20% of the outstanding shares of Series
A Preferred Stock, addressed to the Secretary of the Corporation at the
principal office of the Corporation, shall call, a special meeting of the
holders of shares entitled to vote as provided herein. Such meeting shall be
held within 60 days after delivery of such request to the Secretary, at the
place and upon the notice provided by law and in the Bylaws for the holding of
meetings of stockholders.

            (b) Each director elected pursuant to Section C or D hereof shall
serve until the next annual meeting or until his or her successor shall be
elected and shall qualify, unless the director's term of office shall have
terminated pursuant to the provisions of Section C or D hereof, as the case may
be. In case any vacancy shall occur among the directors elected pursuant to
Section C or D hereof, such vacancy may be filled for the unexpired portion of
the term by vote of the remaining director or directors theretofore elected by
such holders (or such director's or directors' successor in office), if any. If
any such vacancy is not so filled within 20 days after the creation thereof or
if all of the directors so elected shall cease to serve as directors before
their term shall expire, the holders of the shares then outstanding and entitled
to vote for such director pursuant to the provisions of Section C or D hereof,
as the case may be, may elect successors to hold office for the unexpired terms
of any vacant directorships, by written consent as herein provided, or at a
special meeting of such holders called as provided herein. The holders of a
majority of the shares entitled to vote for directors pursuant to Section C or D
hereof, as the case may be, shall have the right to remove with or without cause
at any time and replace any directors such holders have elected pursuant to such
section, by written consent as herein provided, or at a special meeting of such
holders called as provided herein.

            F. Without the consent or affirmative vote of the holders of at
least a majority of the outstanding shares of Series A Preferred Stock, voting
separately as a class, the Corporation shall not authorize, create or issue, or
increase the authorized amount of, (i) any Senior Securities or Parity
Securities (except Parity Securities to be issued in exchange for all
outstanding shares of Series B Preferred


                                      -15-
<PAGE>   32
Stock in connection with a simultaneous exchange of Parity Securities for all
outstanding shares of Series A Preferred Stock) or (ii) any class or series of
capital stock or any security convertible into or exercisable for any class or
series of capital stock, redeemable mandatorily or redeemable at the option of
the holder thereof at any time on or prior to the Mandatory Redemption Date
(whether or not only upon the occurrence of a specified event) (except Parity
Securities to be issued in exchange for all outstanding shares of Series B
Preferred Stock in connection with a simultaneous exchange of Parity Securities
for all outstanding shares of Series A Preferred Stock); provided, however, that
no consent or vote of the holders of the outstanding shares of the Series A
Preferred Stock shall be required for the creation or issuance by a trust formed
at the direction of the Corporation of any series of preferred securities of
such trust for financing purposes in an aggregate amount not to exceed
$250,000,000 ("Trust Preferred Stock"). No consent or vote of the holders of the
outstanding shares of Series A Preferred Stock shall be required to authorize,
create or issue, or increase the authorized amount of, any class or series of
Junior Securities, or any security convertible into a stock of any class or
series of Junior Securities, except to the extent such action would violate
Section H of this Article VIII.

            G. Without the consent or affirmative vote of the holders of at
least a majority of the outstanding shares of Series A Preferred Stock, voting
separately as a class, the Corporation shall not (i) amend, alter or repeal any
provision of the Certificate of Incorporation or the Bylaws, if the amendment,
alteration or repeal alters or changes the powers, preferences or special rights
of the Series A Preferred Stock so as to affect them materially and adversely,
or (ii) authorize or take any other action if such action alters or changes any
of the rights of the Series A Preferred Stock in any respect or otherwise would
be inconsistent with the provisions of this Certificate of Designations and the
holders of any class or series of the capital stock of the Corporation is
entitled to vote thereon. The terms set forth in this Certificate of
Designations may be amended or modifies without the affirmative vote of the
stockholders of the Company (other than the holders of the Series A Preferred
Stock as provided in the preceding sentence); provided, that the Board of
Directors has determined that such amendment or modification will not have a
material adverse effect on the Corporation.

            H. Other Securities. The Corporation shall not enter into any
agreement or issue any security that prohibits, conflicts or is inconsistent
with, or would be breached by, the Corporation's performance of its obligations
hereunder.

            IX.   Additional Definitions

            For the purposes of this Certificate of Designations of Series A
Preferred Stock, the following terms shall have the meanings indicated:


                                      -16-
<PAGE>   33
            "Affiliate" has the meaning set forth in Rule 12b-2 under the
Exchange Act. The term "Affiliated" has a correlative meaning. Notwithstanding
the foregoing, for all purposes hereof, TPG, and each Person controlled by,
controlling or under common control with TPG (each, a "TPG Person"), shall not
be deemed an "Affiliate" of any Designated Purchaser Person (as defined below),
and no designated Purchaser, and no Person controlled by, controlling or under
common control with such Designated Purchaser (each, a "Designated Purchaser
Person"), shall be deemed an "Affiliate" of any TPG Person or any other
Designated Purchaser Person, in any such case solely as a consequence of the
Investment Agreement and the transactions contemplated thereby.

            "Beneficially Own" with respect to any securities means having
"beneficial ownership" of such securities (as determined pursuant to Rule 13d-3
under the Exchange Act as in effect on the date hereof, except that a Person
shall be deemed to Beneficially Own all such securities that such Person has the
right to acquire whether such right is exercisable immediately or after the
passage of time). The terms "Beneficial Ownership" and "Beneficial Owner" have
correlative meanings. Notwithstanding the foregoing, for all purposes hereof, no
TPG Person shall be deemed to Beneficially Own any securities that are held by
any Designated Purchaser Person, and no Designated Purchaser Person shall be
deemed to Beneficially Own any securities that are held by any TPG Person or
other Designated Purchaser Person, in any such case solely as a consequence of
the Investment Agreement or the transactions contemplated thereby.

            "Business Day" means any day, other than a Saturday, Sunday or a day
on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

            "Bylaws" means the Bylaws of the Corporation, as amended.

            "Change of Control" means such time as:

            (i) any Person or Group (other than the Investor, its Affiliates,
the Corporation or any Subsidiaries of the Corporation, or any Group composed of
such Persons) has become, directly or indirectly, the Beneficial Owner, by way
of merger, consolidation or otherwise, of a majority of the voting power of the
then-outstanding Voting Securities of the Corporation on a fully-diluted basis,
after giving effect to the conversion and exercise of all outstanding warrants,
options and other securities of the Corporation convertible into or exercisable
for Voting Securities of the Corporation (whether or not such securities are
then currently convertible or exercisable); or


                                      -17-
<PAGE>   34
            (ii) the sale, lease, transfer or other disposition of all or
substantially all of the consolidated assets of the Corporation and its
Subsidiaries to any Person or Group; or

            (iii) during any period of two consecutive calendar years,
individuals who at the beginning of such period constituted the Board of
Directors, together with any new members of such Board of Directors whose
election by such Board of Directors or whose nomination for election by the
stockholders of the Corporation was approved by a vote of at least a majority of
the members of such Board of Directors then still in office who either were
directors at the beginning of such period or whose election or nomination for
election was previously so approved or who were approved pursuant to Section
5.02 of the Investment Agreement or Article VIII, Section C, D or E of this
Certificate of Designations, cease for any reason to constitute a majority of
the directors of the Corporation then in office; or

            (iv) the Corporation consolidates with or merges with or into
another Person or any Person consolidates with, or merges with or into, the
Corporation, in any such event pursuant to a transaction in which immediately
after the consummation thereof the Persons owning the then-outstanding Voting
Securities of the Corporation immediately prior to such consummation shall not
own a majority in the aggregate (by reason of such prior ownership) of the
then-outstanding Voting Securities of the Corporation or the surviving entity if
other than the Corporation; or

            (v) the adoption of a plan relating to the liquidation or
dissolution of the Corporation, whether or not otherwise in compliance with the
provisions of this Series A Preferred Stock.

            "Closing" shall have the meaning assigned to such term in the
Investment Agreement.

            "Designated Purchaser" has the meaning assigned to such term in
the Investment Agreement.

            "Designated Purchaser Person" has the meaning set forth in the
definition of "Affiliate."

            "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, from time to
time.

            "Group" has the meaning set forth in Rule 13d-5 under the Exchange
Act.


                                      -18-
<PAGE>   35
            "Investment Agreement" means the Investment Agreement, dated as of
February 23, 1998, by and between the Investor and the Corporation, as amended,
supplemented or otherwise modified from time to time.

            "Investor Group" means, collectively, the Investor, the Designated
Purchasers, if any, and the respective Affiliates of such Persons.

            "Investor Nominee" means a person designated for election to the
Board of Directors by the Investor pursuant to the Investment Agreement.

            "Investor" means TPG.

            "Moody's" means Moody's Investors Service and its successors.
            "Person" means any individual, corporation, company, association,
partnership, joint venture, trust or unincorporated organization, or a
government or any agency or political subdivision thereof.

            "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of February 23, 1998, by and between the Investor and the
Corporation, as amended, supplemented or otherwise modified from time to time.

            "Second Anniversary Date" means the second anniversary of the
original issuance of the Series A Preferred Stock.

            "Securities Act" means the U.S. Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder, from time to time.

            "Series B Preferred Stock" has the meaning assigned to such term in
the Investment Agreement.

            "S&P" means Standard and Poor's Ratings Group, a division of the
McGraw-Hill Companies, and its successors.

            "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of voting stock is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person (or combination thereof) and (ii) any partnership (A) the sole general
partner of the managing general partner of which is such Person or a Subsidiary
of such Person or (B) the only general partners of which are such Person or of
one or more Subsidiaries of such Person (or any combination thereof).


                                      -19-
<PAGE>   36
            "TPG" means TPG Oxford LLC, a Delaware limited liability company.

            "TPG Person" has the meaning set forth in the definition of
"Affiliate."

            "Voting Securities" means the shares of Common Stock and any other
securities of the Corporation entitled to vote generally for the election of
directors.

            "Warrants" means the Series A Warrants issued by the Corporation on
pursuant to the Investment Agreement.

            "Warrant Shares" has the meaning assigned to such term in the
Warrants.

            X.    Miscellaneous

            A. Notices. Any notice referred to herein shall be in writing and,
unless first-class mail shall be specifically permitted for such notices under
the terms hereof, shall be deemed to have been given upon personal delivery
thereof, upon transmittal of such notice by telecopy (with confirmation of
receipt by telecopy or telex) or five days after transmittal by registered or
certified mail, postage prepaid, addressed as follows:

            (i)   if to the Corporation, to its office at 800 Connecticut
Avenue Norwalk, Connecticut 06854 (Attention: General Counsel) or to the
transfer agent for the Series A Preferred Stock;

            (ii) if to a holder of the Series A Preferred Stock, to such holder
at the address of such holder as listed in the stock record books of the
Corporation (which may include the records of any transfer agent for the Series
A Preferred Stock); or

            (iii) to such other address as the Corporation or such holder, as
the case may be, shall have designated by notice similarly given.

            B. Reacquired Shares. Any shares of Series A Preferred Stock
redeemed, purchased or otherwise acquired by the Corporation, directly or
indirectly, in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof (and shall not be deemed to be outstanding for any
purpose) and, if necessary to provide for the lawful redemption or purchase of
such shares, the capital represented by such shares shall be reduced in
accordance with the Delaware General


                                      -20-
<PAGE>   37
Corporation Law. All such shares of Series A Preferred Stock shall upon their
cancellation and upon the filing of an appropriate certificate with the
Secretary of State of the State of Delaware, become authorized but unissued
shares of Preferred Stock, par value $0.01 per share, of the Corporation and may
be reissued as part of another series of Preferred Stock, par value $0.01 per
share, of the Corporation subject to the conditions or restrictions on issuance
set forth herein.

            C. Enforcement. Any registered holder of shares of Series A
Preferred Stock may proceed to protect and enforce its rights and the rights of
such holders by any available remedy by proceeding at law or in equity to
protect and enforce any such rights, whether for the specific enforcement of any
provision in this Certificate of Designations or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

            D. Transfer Taxes. Except as otherwise agreed upon pursuant to the
terms of this Certificate of Designations, the Corporation shall pay any and all
documentary, stamp or similar issue or transfer taxes and other governmental
charges that may be imposed under the laws of the United States of America or
any political subdivision or taxing authority thereof or therein in respect of
any issue or delivery of Debentures on exchange of, or other securities or
property issued on account of, shares of Series A Preferred Stock pursuant
hereto or certificates representing such shares or securities. The Corporation
shall not, however, be required to pay any such tax or other charge that may be
imposed in connection with any transfer involved in the issue or transfer and
delivery of any certificate for Debentures or other securities or property in a
name other than that in which the shares of Series A Preferred Stock so
exchanged, or on account of which such securities were issued, were registered
and no such issue or delivery shall be made unless and until the Person
requesting such issue has paid to the Corporation the amount of any such tax or
has established to the satisfaction of the Corporation that such tax has been
paid or is not payable.

            E. Transfer Agent. The Corporation may appoint, and from time to
time discharge and change, a transfer agent for the Series A Preferred Stock.
Upon any such appointment or discharge of a transfer agent, the Corporation
shall send notice thereof by first-class mail, postage prepaid, to each holder
of record of shares of Series A Preferred Stock.

            F. Record Dates. In the event that the Series A Preferred Stock
shall be registered under either the Securities Act or the Exchange Act, the
Corporation shall establish appropriate record dates with respect to payments
and other actions to be made with respect to the Series A Preferred Stock.


                                      -21-
<PAGE>   38
            IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Corporation by its Secretary and attested by its Controller, this
13th day of May, 1998.

                                    OXFORD HEALTH PLANS, INC.

                                    By: /s/ JEFFERY H. BOYD
                                        -----------------------------------
                                        Jeffery H. Boyd, Executive Vice
                                        President, General Counsel and
                                        Secretary



[Corporate Seal]

ATTEST:

/s/ BRENDAN SHANAHAN
------------------------------------
Brendan Shanahan, Vice President and
Controller


                                      -22-
<PAGE>   39
                                                                    Exhibit 3(b)
                                                                          Part 6

                                                                       Conformed

                           CERTIFICATE OF DESIGNATIONS

                                       of

                       SERIES B CUMULATIVE PREFERRED STOCK

                                       of

                            OXFORD HEALTH PLANS, INC.

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



            Oxford Health Plans, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
hereby certifies that the following resolutions were adopted by the Board of
Directors of the Corporation (the "Board of Directors") pursuant to authority of
the Board of Directors as required by Section 151 of the Delaware General
Corporation Law:

            RESOLVED, that pursuant to the authority granted to and vested in
the Board of Directors in accordance with the provisions of the Second Amended
and Restated Certificate of Incorporation of the Corporation, as amended (the
"Certificate of Incorporation"), the Board of Directors hereby creates a series
of the Corporation's previously authorized preferred stock, par value $0.01 per
share (the "Preferred Stock"), and hereby states the designation and number
thereof, and fixes the voting powers, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations and
restrictions thereof, as follows:

      Series B Cumulative Preferred Stock:

            I.    Designation and Amount

            The designation of this series of shares shall be "Series B
Cumulative Preferred Stock" (the "Series B Preferred Stock"); the stated value
per share shall be $1,000 (the "Stated Value"); and the number of shares
constituting such series shall be 300,000. The number of shares of the Series B
Preferred Stock may be decreased from time to time by a resolution or
resolutions of the Board of Directors; provided, however, that such number shall
not be decreased below the aggregate number of shares of the
<PAGE>   40
Series B Preferred Stock then outstanding.

            II.   Rank

            A. With respect to dividend rights, the Series B Preferred Stock
shall rank (i) junior to each other class or series of Preferred Stock which by
its terms ranks senior to the Series B Preferred Stock as to payment of
dividends, (ii) on a parity with each other class or series of Preferred Stock
which by its terms ranks on a parity with the Series B Preferred Stock as to
payment of dividends, including the Series A Preferred Stock, par value $0.01
per share, of the Corporation (the "Series A Preferred Stock") and (iii) prior
to the Corporation's Common Stock, par value $.01 per share (the "Common
Stock"), and, except as specified above, all other classes and series of capital
stock of the Corporation hereafter issued by the Corporation. With respect to
dividends, all equity securities of the Corporation to which the Series B
Preferred Stock ranks senior, including the Common Stock, are collectively
referred to herein as the "Junior Dividend Securities"; all equity securities of
the Corporation with which the Series B Preferred Stock ranks on a parity,
including the Series A Preferred Stock, are collectively referred to herein as
the "Parity Dividend Securities"; and all equity securities of the Corporation
(other than convertible debt securities) to which the Series B Preferred Stock
ranks junior, with respect to dividends, are collectively referred to herein as
the "Senior Dividend Securities."

            B. With respect to the distribution of assets upon liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the Series B Preferred Stock shall rank (i) junior to each other class or series
of Preferred Stock which by its terms ranks senior to the Series B Preferred
Stock as to distribution of assets upon liquidation, dissolution or winding up,
(ii) on a parity with each other class or series of Preferred Stock which by its
terms ranks on a parity with the Series B Preferred Stock as to distribution of
assets upon liquidation, dissolution or winding up of the Corporation, including
the Series A Preferred Stock, and (iii) prior to the Common Stock, and, except
as specified above, all other classes and series of capital stock of the
Corporation hereinafter issued by the Corporation. With respect to the
distribution of assets upon liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, all equity securities of the
Corporation to which the Series B Preferred Stock ranks senior, including the
Common Stock, are collectively referred to herein as "Junior Liquidation
Securities"; all equity securities of the Corporation (other than convertible
debt securities) to which the Series B Preferred Stock ranks on parity,
including the Series A Preferred Stock, are collectively referred to herein as
"Parity Liquidation Securities"; and all equity securities of the Corporation to
which the Series B Preferred Stock ranks junior are collectively referred to
herein as "Senior Liquidation Securities."

            C. The Series B Preferred Stock shall be subject to the creation of
<PAGE>   41
Junior Dividend Securities and Junior Liquidation Securities (collectively,
"Junior Securities") but no Parity Dividend Securities or Parity Liquidation
Securities (collectively, "Parity Securities") (other than the Series A
Preferred Stock), or Senior Dividend Securities or Senior Liquidation Securities
(collectively, "Senior Securities") shall be created except in accordance with
the terms hereof and the Investment Agreement, including, without limitation,
Article VIII, Section F hereof.

      III.  Dividends

            A. Dividends. Prior to the Second Anniversary Date, shares of Series
B Preferred Stock shall accumulate dividends at a rate of 9.308332% per annum,
payment of which may be made in cash or by the issuance of additional shares of
Series B Preferred Stock (which, upon issuance, shall be fully paid and
nonassessable), at the option of the Company; provided that if any such dividend
is paid after the Second Anniversary Date, such dividend shall be paid in cash.
On and after the Second Anniversary Date, shares of Series B Preferred Stock
shall accumulate dividends at a rate of 9% per annum, which dividends shall be
paid in cash. On and prior to the Second Anniversary Date, dividends shall be
paid annually on the anniversary of the original issuance of Series B Preferred
Stock, and thereafter dividends shall be paid in four equal quarterly
installments on the last day of March, June, September and December of each
year, or if any such date is not a Business Day, the Business Day next preceding
such day (each such date, regardless of whether any dividends have been paid or
declared and set aside for payment on such date, a "Dividend Payment Date"), to
holders of record (the "Registered Holders") as they appear on the stock record
books of the Corporation on the fifteenth day prior to the relevant Dividend
Payment Date. Notwithstanding the foregoing, from and after the day on which the
Shareholder Approval occurs, dividends shall accumulate on the Series B
Preferred Stock (i) prior to the Second Anniversary Date, at a rate of 8.243216%
per annum, payment of which may be made in cash or by the issuance of additional
shares of Series B Preferred Stock (which upon issuance shall be fully paid and
nonassessable), at the option of the Company, provided that if any such dividend
is paid after the Second Anniversary Date, such dividend shall be paid in cash,
and (ii) on and after the Second Anniversary Date, at a rate of 8% per annum,
which dividends shall be paid in cash. Dividends shall be paid only when, as and
if declared by the Board of Directors out of funds at the time legally available
for the payment of dividends. Dividends shall begin to accumulate on outstanding
shares of Series B Preferred Stock from the date of issuance and shall be deemed
to accumulate from day to day whether or not earned or declared until paid.
Dividends shall accumulate on the basis of a 360-day year consisting of twelve
30-day months (four 90-day quarters) and the actual number of days elapsed in
the period for which payable. Dividends payable at more than one annual rate for
any dividend period or partial dividend period shall be pro rated on the basis
of the number of days in such dividend period or partial dividend period,
calculated as aforesaid, and the actual number of days elapsed for which
dividends are payable at each


                                      -3-
<PAGE>   42
such annual rate.

            B. Accumulation. Dividends on the Series B Preferred Stock shall be
cumulative, and from and after any Dividend Payment Date on which any dividend
that has accumulated or been deemed to have accumulated through such date has
not been paid in full or any payment date set for a redemption on which such
redemption payment has not been paid in full, additional dividends shall
accumulate in respect of the amount of such unpaid dividends or unpaid
redemption payment (the "Arrearage") at the annual rate then in effect as
provided in Section A of this Article III (or such lesser rate as may be the
maximum rate that is then permitted by applicable law). Such additional
dividends in respect of any Arrearage shall be deemed to accumulate from day to
day whether or not earned or declared until the Arrearage is paid, shall be
calculated as of such successive Dividend Payment Date and shall constitute an
additional Arrearage from and after any Dividend Payment Date to the extent not
paid on such Dividend Payment Date. References in any Article herein to
dividends that have accumulated or that have been deemed to have accumulated
with respect to the Series B Preferred Stock shall include the amount, if any,
of any Arrearage together with any dividends accumulated or deemed to have
accumulated on such Arrearage pursuant to the immediately preceding two
sentences. Additional dividends in respect of any Arrearage may be declared and
paid at any time, in whole or in part, without reference to any regular Dividend
Payment Date, to Registered Holders as they appear on the stock record books of
the Corporation on such record date as may be fixed by the Board of Directors
(which record date shall be no less than 10 days prior to the corresponding
payment date). Dividends in respect of any Arrearage shall be paid in cash.

            C. Method of Payment. Dividends paid on the shares of Series B
Preferred Stock in an amount less than the total amount of such dividends at the
time accumulated and payable on all outstanding shares of Series B Preferred
Stock shall be allocated pro rata on a share-by-share basis among all such
shares then outstanding. After the Second Anniversary Date, dividends that are
declared and paid in an amount less than the full amount of dividends
accumulated on the Series B Preferred Stock (and on any Arrearage) shall be
applied first to the earliest dividend which has not theretofore been paid. All
cash payments of dividends on the shares of Series B Preferred Stock shall be
made in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

      IV.   Liquidation Preference

            In the event of a liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of then-outstanding
shares of Series B Preferred Stock shall be entitled to receive out of the
assets of the Corporation, whether such assets are capital or surplus of any
nature, an amount per share equal to the sum of


                                      -4-
<PAGE>   43
(i) the dividends, if any, accumulated or deemed to have accumulated thereon to
the date of final distribution to such holders, whether or not such dividends
are declared, and (ii) the Stated Value thereof, and no more, before any payment
shall be made or any assets distributed to the holders of any Junior Liquidation
Securities. After any such payment in full, the holders of Series B Preferred
Stock shall not, as such, be entitled to any further participation in any
distribution of assets of the Corporation. All the assets of the Corporation
available for distribution to stockholders after the liquidation preferences of
any Senior Liquidation Securities shall be distributed ratably (in proportion to
the full distributable amounts to which holders of Series B Preferred Stock and
Parity Liquidation Securities, if any, are respectively entitled upon such
dissolution, liquidation or winding up) among the holders of the
then-outstanding shares of Series B Preferred Stock and Parity Liquidation
Securities, if any, when such assets are not sufficient to pay in full the
aggregate amounts payable thereon.

            Neither a consolidation or merger of the Corporation with or into
any other Person or Persons, nor a sale, conveyance, lease, exchange or transfer
of all or part of the Corporation's assets for cash, securities or other
property to a Person or Persons shall be deemed to be a liquidation, dissolution
or winding up of the Corporation for purposes of this Article IV, but the
holders of shares of Series B Preferred Stock shall nevertheless be entitled
from and after any such consolidation, merger or sale, conveyance, lease,
exchange or transfer of all or part of the Corporation's assets to the rights
provided by this Article IV following any such transaction. Notice of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, stating the payment date or dates when, and the place or places
where, the amounts distributable to each holder of shares of Series B Preferred
Stock in such circumstances shall be payable, shall be given by first-class
mail, postage prepaid, mailed not less than 30 days prior to any payment date
stated therein, to holders of record as they appear on the stock record books of
the Corporation as of the date such notices are first mailed.

      V.    Redemption

            A. Optional Redemption. The Corporation shall not have any right to
redeem any shares of Series B Preferred Stock prior to the fifth anniversary of
the original issuance of the Series B Preferred Stock. On and after such date,
the Corporation shall have the right, at its option and election, to redeem all
the outstanding shares of Series B Preferred Stock, in whole but not in part, at
any time, in accordance with the provisions of this Article V. The redemption
price for such shares of Series B Preferred Stock shall be paid in cash out of
funds legally available therefor and shall be in an amount per share equal to
the sum of (i) the amount, if any, of all unpaid dividends accumulated thereon
to the date of actual payment of the Redemption Price, whether or not such
dividends have been declared, and (ii) the Stated Value thereof (the "Redemption
Price").


                                      -5-
<PAGE>   44
            B. Mandatory Redemption. On the tenth anniversary of the original
issuance of the Series B Preferred Stock (the "Mandatory Redemption Date"), the
Corporation shall redeem (the "Mandatory Redemption") all outstanding shares of
Series B Preferred Stock by paying the Redemption Price therefor in cash out of
funds legally available for such purpose.

            C. Notice and Redemption Procedures. Notice of the redemption of
shares of Series B Preferred Stock pursuant to Section A or B hereof (a "Notice
of Redemption") shall be sent to the holders of record of the shares of Series B
Preferred Stock to be redeemed by first class mail, postage prepaid, at each
such holder's address as it appears on the stock record books of the Corporation
not more than 120 nor fewer than 90 days prior to the date fixed for redemption,
which date shall be set forth in such notice (the "Redemption Date"); provided
that failure to give such Notice of Redemption to any holder, or any defect in
such Notice of Redemption to any holder shall not affect the validity of the
proceedings for the redemption of any shares of Series B Preferred Stock held by
any other holder. Notwithstanding the foregoing, in the event that
contemporaneously with or prior to the delivery of a Notice of Redemption, the
Corporation irrevocably deposits, in accordance with Section F of this Article
V, funds sufficient to pay the aggregate Redemption Price for the Series B
Preferred Stock, such Notice of Redemption shall be delivered not more than 120
days nor fewer than 30 days prior to the Redemption Date; provided, however,
that, if such Notice of Redemption is delivered fewer than 60 days prior to the
Redemption Date and the Investor or any of its Affiliates Beneficially Owns
shares of Series B Preferred Stock as of the date of the Notice of Redemption
and uses its reasonable best efforts to consummate the sale of its shares of
Series B Preferred Stock prior to the stated Redemption Date but has not
completed the sale of all the Series B Preferred Stock Beneficially Owned by the
Investor and its Affiliates (or such other amount desired to be sold by the
Investor and its Affiliates), the Corporation shall, at the option of the
Investor (or any such Affiliate), delay such Redemption Date for a period not to
exceed 30 days as requested by such Investor (or any such Affiliate) in order to
complete such sale or sales, and shall notify the holders of Series B Preferred
Stock of such delay within five days of receiving the request therefor. Any
delay of the Redemption Date pursuant to the proviso to the preceding sentence
shall be requested by the Investor (or any such Affiliate) in writing no later
than the tenth day preceding the then-scheduled Redemption Date stated in the
Notice of Redemption. The Redemption Date stated in a Notice of Redemption shall
not be delayed more than once in connection with the redemption of shares of
Series B Preferred Stock pursuant to such Notice of Redemption. In order to
facilitate the redemption of shares of Series B Preferred Stock, the Board of
Directors may fix a record date for the determination of the holders of shares
of Series B Preferred Stock to be redeemed, in each case, not more than 30 days
prior to the date the Notice of Redemption is mailed. On or after the Redemption
Date, each holder of the shares called for redemption shall surrender the
certificate evidencing such shares to the Corporation at the place designated in
such


                                      -6-
<PAGE>   45
notice and shall thereupon be entitled to receive payment of the Redemption
Price. From and after the Redemption Date, all dividends on shares of Series B
Preferred Stock shall cease to accumulate and all rights of the holders thereof
as holders of Series B Preferred Stock shall cease and terminate, except to the
extent the Corporation shall default in payment thereof on the Redemption Date.
Prior to any Redemption Date that has been fixed by the Company, other than in
connection with the Mandatory Redemption, the Corporation shall take all
measures reasonably requested by the Investor to facilitate a sale or other
disposition of Series B Preferred Stock by the Investor or its Affiliates prior
to such Redemption Date, including, without limitation, participation in due
diligence sessions and provision of information about the management, business
and financial condition of the Corporation, preparation of offering memoranda,
private placement memoranda and other similar documents and preparation and
delivery of such other certificates or documents reasonably requested by the
Investor. For so long as the Investor or an Affiliate of the Investor holds any
shares of Series B Preferred Stock, no Notice of Redemption in connection with a
redemption pursuant to Section A or B of this Article V shall be delivered
unless (i) the Corporation's preferred stock is rated Baa or better by Moody's
or BBB or better by S&P, or in the event the Corporation's preferred stock is
not rated by Moody's and S&P, the Corporation's unsecured debt is rated Baa or
better by Moody's or BBB or better by S&P or (ii) the Corporation has sufficient
funds reasonably available under committed lines of credit or other similar
sources of financing established with financially sound financing providers to
pay, on the Redemption Date, the aggregate Redemption Price in connection with
such redemption (and shall reserve such funds or availability for the payment of
the aggregate Redemption Price); provided, that the Corporation may deliver a
Notice of Redemption without complying with the foregoing conditions if prior
to, or contemporaneously with, the delivery of such notice the Corporation
irrevocably deposits in accordance with Section F of this Article V funds
sufficient to pay the aggregate Redemption Price for the Series B Preferred
Stock.

            D. Change of Control. In the event there occurs a Change of Control,
any holder of record of shares of Series B Preferred Stock, in accordance with
the procedures set forth in Section E hereof, may require the Corporation to
redeem any or all of the shares of Series B Preferred Stock held by such holder
at the Redemption Price therefor.

            E. Change of Control Notice and Redemption Procedures. Notice of any
Change of Control shall be sent to the holders of record of the outstanding
shares of Series B Preferred Stock not more than five days following a Change of
Control, which notice (a "Change of Control Notice") shall describe the
transaction or transactions constituting such Change of Control and set forth
each holder's right to require the Corporation to redeem any or all shares of
Series B Preferred Stock held by him or her out of funds legally available
therefor, the Redemption Date (which date shall be not more than 30 days from
the date of such Change of Control Notice) and the procedures to


                                      -7-
<PAGE>   46
be followed by such holders in exercising his or her right to cause such
redemption; provided, however, that if shares of Series B Preferred Stock are
owned by more than 50 holders or groups of Affiliated holders and if the Series
B Preferred Stock is listed on any national securities exchange or quoted on any
national quotation system, the Corporation shall give such Change of Control
Notice by publication in a newspaper of general circulation in the Borough of
Manhattan, The City of New York, within 30 days following such Change of Control
and, in any case, a similar notice shall be mailed concurrently to each holder
of shares of Series B Preferred Stock. Failure by the Corporation to give the
Change of Control Notice as prescribed by the preceding sentence, or the formal
insufficiency of any such Change of Control Notice, shall not prejudice the
rights of any holder of shares of Series B Preferred Stock to cause the
Corporation to redeem any such shares held by him or her. In the event a holder
of shares of Series B Preferred Stock shall elect to require the Corporation to
redeem any or all such shares of Series B Preferred Stock pursuant to Section D
hereof, such holder shall deliver, prior to the Redemption Date as set forth in
the Change of Control Notice, or, if the Change of Control Notice is not given
as required by this Section E, at any time following the last day the
Corporation was required to give the Change of Control Notice in accordance with
this Section E (in which case the Redemption Date shall be the date which is the
later of (x) 30 days following the last day the Corporation was required to give
the Change of Control Notice in accordance with this Section E and (y) 15 days
following the delivery of such election by such holder), a written notice, in
the form specified by the Corporation (if the Corporation did in fact give the
notice required by this Section E), to the Corporation so stating, and
specifying the number of shares to be redeemed pursuant to Section D hereof;
provided, however, that if all of the shares of the Series B Preferred Stock are
owned by 50 or fewer holders or groups of affiliated holders, such holders or
groups may deliver a notice or an election to redeem at any time within 90 days
following the occurrence of a Change of Control without awaiting receipt of a
Change of Control Notice or the expiration of the time allowed for the delivery
of a Change of Control Notice hereunder. The Corporation shall redeem the number
of shares so specified on the Redemption Date fixed by the Corporation or as
provided in the preceding sentence. The Corporation shall comply with the
requirements of Rules 13e-4 and 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the shares of
Series B Preferred Stock as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this paragraph, the Corporation shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations hereunder by virtue thereof.

            F. Deposit of Funds. The Corporation shall, on or prior to any
Redemption Date pursuant to this Article V, deposit with its transfer agent or
other redemption agent in the Borough of Manhattan, The City of New York having
a capital


                                      -8-
<PAGE>   47
and surplus of at least $500,000,000 selected by the Board of Directors, as a
trust fund for the benefit of the holders of the shares of Series B Preferred
Stock to be redeemed, cash that is sufficient in amount to redeem the shares to
be redeemed in accordance with the Notice of Redemption or Change of Control
Notice, with irrevocable instructions and authority to such transfer agent or
other redemption agent to pay to the respective holders of such shares, as
evidenced by a list of such holders certified by an officer of the Corporation,
the Redemption Price upon surrender of their respective share certificates. Such
deposit shall be deemed to constitute full payment of such shares to the
holders, and from and after the date of such deposit, all rights of the holders
of the shares of Series B Preferred Stock that are to be redeemed as
stockholders of the Corporation with respect to such shares, except the right to
receive the Redemption Price upon the surrender of their respective
certificates, shall cease and terminate. No dividends shall accumulate on any
shares of Series B Preferred Stock after the Redemption Date for such shares
(unless the Corporation shall fail to deposit cash sufficient to redeem all such
shares). In case holders of any shares of Series B Preferred Stock called for
redemption shall not, within two years after such deposit, claim the cash
deposited for redemption thereof, such transfer agent or other redemption agent
shall, upon demand, pay over to the Corporation the balance so deposited.
Thereupon, such transfer agent or other redemption agent shall be relieved of
all responsibility to the holders thereof and the sole right of such holders,
with respect to shares to be redeemed, shall be to receive the Redemption Price
as general creditors of the Corporation. Any interest accrued on any funds so
deposited shall belong to the Corporation, and shall be paid to it from time to
time on demand.

      VI.   Exchange of Series B Preferred Stock

            A. The Series B Preferred Stock shall be exchangeable, at any time,
at the option of the Corporation and to the extent permitted by applicable law,
in whole but not in part, on any Dividend Payment Date for Junior Subordinated
Debentures (issued pursuant to an indenture (the "Indenture") prepared in
accordance with the Investment Agreement) in principal amount of $1,000 per
share of Series B Preferred Stock (a "Debenture" and, collectively, the
"Debentures"), in accordance with this Article VI:

            (1) Each share of Series B Preferred Stock shall be exchangeable at
      the offices of the Corporation and at such other place or places, if any,
      as the Board of Directors may designate. Except with the prior written
      consent of the holders of all outstanding shares of Series B Preferred
      Stock, the Corporation may not exchange any shares of Series B Preferred
      Stock if (a) full cumulative dividends, to the extent payable or deemed
      payable through the date of exchange, have not been paid or set aside for
      payment on all outstanding shares of the Series B Preferred Stock, (b) the
      Corporation has failed to amend its Certificate of Incorporation pursuant
      to Delaware law to confer the power to vote upon holders of the Debentures
      as shall be contemplated by the Indenture or (c) such exchange


                                      -9-
<PAGE>   48
      could result in any tax consequence to the Investor or any of its
      Affiliates which is materially adverse.

            (2) Prior to giving notice of its intention to exchange, the
      Corporation shall execute and deliver to a bank or trust company selected
      by the Board of Directors and, if required by applicable law, qualify
      under the Trust Indenture Act of 1939, as amended, the Indenture.

            (3) The Corporation shall mail written notice of its intention to
      exchange Series B Preferred Stock for Debentures (the "Exchange Notice")
      to each holder of record of shares of Series B Preferred Stock not less
      than 90 nor more than 120 days prior to the date fixed for exchange.

            (4) Prior to effecting any exchange provided above, the Corporation
      shall deliver to each holder of shares of Series B Preferred Stock an
      opinion of nationally recognized legal counsel to the effect that: (i)
      each of the Indenture and the Debentures have been duly authorized and
      executed by the Corporation and, when delivered by the Corporation in
      exchange for shares of Series B Preferred Stock, will constitute valid and
      legally binding obligations of the Corporation enforceable against the
      Corporation in accordance with their terms, subject to applicable
      bankruptcy, insolvency and similar laws affecting creditors' rights
      generally and to general principles of equity; (ii) the exchange of the
      Debentures for the shares of Series B Preferred Stock shall not violate
      the provisions of this Article VI or of the Delaware General Corporation
      Law, including Section 221 thereof; and (iii) the exchange of the
      Debentures for the shares of Series B Preferred Stock is exempt from the
      registration requirements of the Securities Act or, if no such exemption
      is available, that the Debentures have been duly registered for such
      exchange under such Act.

            (5) Upon the exchange of shares of Series B Preferred Stock for
      Debentures, the rights of the holders of shares of Series B Preferred
      Stock as stockholders of the Corporation shall terminate and such shares
      shall no longer be deemed outstanding.

            (6) Before any holder of shares of Series B Preferred Stock shall be
      entitled to receive Debentures, such holder shall surrender the
      certificate or certificates therefor, at the office of the Corporation or
      at such other place or places, if any, as the Board of Directors shall
      have designated, and shall state in writing the name or names (with
      addresses) in which he or she wishes the certificate or certificates for
      the Debentures to be issued. The Corporation will, as soon as practicable
      thereafter, issue and deliver at said office or place to such holder of
      shares of Series B Preferred Stock, or to his or her nominee or


                                      -10-
<PAGE>   49
      nominees, certificates for the Debentures to which he or she shall be
      entitled as aforesaid. Shares of Series B Preferred Stock shall be deemed
      to have been exchanged as of the close of business on the date fixed for
      exchange as provided above, and the Person or Persons entitled to receive
      the Debentures issuable upon such exchange shall be treated for all
      purposes (including the accrual and payment of interest) as the record
      holder or holders of such Debentures as of the close of business on such
      date.

            B. For purposes of clause (c) of paragraph (i) of Section A, an
exchange of shares of Series B Preferred Stock shall be deemed to be an exchange
that could result in a tax consequence to the Investor or any of its Affiliates
which is materially adverse only if the Investor or its Affiliate shall have
delivered to the Corporation a written notice to such effect on or before the
fifteenth day after its receipt of the Exchange Notice (an "Objection Notice"),
which Objection Notice shall be prepared in good faith and shall specify in
reasonable detail the nature of such tax consequences which could result from
the exchange (other than the difference between the tax treatment of
distributions on the Series B Preferred Stock and interest payments on the
Debentures); provided, that the Investor or its Affiliates shall not deliver an
Objection Notice unless the Investor and its Affiliates Beneficially Own, in the
aggregate, at least 1,000 shares of Series B Preferred Stock at the time of
delivery of such Objection Notice to the Corporation. If the Corporation
receives an Objection Notice, then the Corporation shall not exchange the shares
of Series B Preferred Stock of the Investor and its Affiliates and the
Corporation shall, within 15 days after its receipt of the Objection Notice mail
written notice to the effect that it is canceling the proposed exchange of
shares of Series B Preferred Stock to each holder of record of shares of Series
B Preferred Stock to which it mailed the Exchange Notice.

            C. Shares of the Series B Preferred Stock may be exchanged for
Warrant Shares pursuant to Section 4 of the Warrants.

      VII.  Restrictions on Dividends

            So long as any shares of the Series B Preferred Stock are
outstanding, the Board of Directors shall not declare, and the Corporation shall
not pay or set apart for payment any dividend on any Junior Securities or make
any payment on account of, or set apart for payment money for a sinking or other
similar fund for, the repurchase, redemption or other retirement of, any Junior
Securities or Parity Securities or any warrants, rights or options exercisable
for or convertible into any Junior Securities or Parity Securities (other than
the repurchase, redemption or other retirement of debentures or other debt
securities that are convertible or exchangeable into any Junior Securities or
Parity Securities), or make any distribution in respect of the Junior
Securities, either directly or indirectly, and whether in cash, obligations or
shares of the Corporation or


                                      -11-
<PAGE>   50
other property (other than distributions or dividends in Junior Securities to
the holders of Junior Securities), and shall not permit any corporation or other
entity directly or indirectly controlled by the Corporation to purchase or
redeem any Junior Securities or Parity Securities or any warrants, rights, calls
or options exercisable for or convertible into any Junior Securities or Parity
Securities (other than the repurchase, redemption or other retirement of
debentures or other debt securities that are convertible or exchangeable into
any Junior Securities or Parity Securities) unless prior to or concurrently with
such declaration, payment, setting apart for payment, repurchase, redemption or
other retirement or distribution, as the case may be, all accumulated and unpaid
dividends on shares of the Series B Preferred Stock not paid on the dates
provided for in paragraph A of Article III hereof (including Arrearages and
accumulated dividends thereon) shall have been paid, except that when dividends
are not paid in full as aforesaid upon the shares of Series B Preferred Stock,
all dividends declared on the Series B Preferred Stock and any series of Parity
Dividend Securities shall be declared and paid pro rata so that the amount of
dividends so declared and paid on Series B Preferred Stock and such series of
Parity Dividend Securities shall in all cases bear to each other the same ratio
that accumulated dividends (including interest accrued on or additional
dividends accumulated in respect of such accumulated dividends) on the shares of
Series B Preferred Stock and such Parity Dividend Securities bear to each other.
Notwithstanding the foregoing, this paragraph shall not prohibit (i) the
acquisition, repurchase, exchange, conversion, redemption or other retirement
for value of shares of Series B Preferred Stock or any Parity Dividend Security
by the Corporation in accordance with the terms of such securities or of any
shares of Trust Preferred Stock (as defined in Section F of Article VIII) or
(ii) the acquisition, repurchase, exchange, conversion, redemption or other
retirement for value by the Corporation of any Junior Dividend Securities by the
Corporation in accordance with obligations in existence at the time of original
issuance of the Series B Preferred Stock.

      VIII. Voting Rights

            A. The holders of shares of Series B Preferred Stock shall have no
voting rights except as set forth below or as otherwise from time to time
required by law.

            B. Through the Approval Date, shares of Series B Preferred Stock
shall have no voting rights except as set forth in Section C of this Article
VIII. After the Approval Date, so long as any shares of the Series B Preferred
Stock are outstanding, each share of Series B Preferred Stock shall entitle the
holder thereof to vote on all matters voted on by holders of Common Stock, and
the shares of Series B Preferred Stock shall vote together with shares of Common
Stock (and any shares of Series A Preferred Stock entitled to vote) as a single
class; provided, however, that upon register or transfer on the stock records of
the Corporation of a share of Series B Preferred Stock to any Person other than
the Investor or an Affiliate of the Investor, the transferee, and any


                                      -12-
<PAGE>   51
subsequent transferee, shall not be entitled to such voting rights. With respect
to any such vote, the Investor (together with its Affiliates) shall be entitled
to a number of votes per share of Series B Preferred Stock equal to the quotient
of the Investor Aggregate Vote Number, divided by the number of shares of Series
B Preferred Stock held by such Investor and its Affiliates as of the record date
for such vote. The "Investor Aggregate Vote Number" shall equal the number of
Warrant Shares that would be issuable upon the exercise of Original Warrants (as
defined below) by the holders thereof (assuming all conditions precedent to such
exercise have been satisfied and that such exercise occurs as of the record date
for such vote), multiplied by the lesser of (x) the quotient of the number of
Original Warrants that are Beneficially Owned by members of the Investor Group,
in the aggregate, as of the record date for such vote (excluding for purposes of
this calculation, however, any Original Warrants that have been transferred on
the books of the Corporation by any member of the Investor Group to any Person
other than a member of the Investor Group, regardless of whether any such
Original Warrants are subsequently acquired by any member of the Investor
Group), divided by the number of Original Warrants, and (y) the quotient of the
number of Original Series B Preferred Shares (as defined below) that are
Beneficially Owned by members of the Investor Group, in the aggregate, as of the
record date for such vote (excluding for purposes of this calculation, however,
any Original Series A Preferred Shares transferred on the stock records of the
Corporation by any member of the Investor Group to any Person other than a
member of the Investor Group, regardless of whether any such Original Series B
Preferred Shares are subsequently acquired by any member of the Investor Group),
divided by the number of Original Series B Preferred Shares. The term "Original
Warrants" means those Warrants Beneficially Owned by members of the Investor
Group, in the aggregate, as of the Closing. The term "Original Series B
Preferred Shares" means those shares of Series B Preferred Stock Beneficially
Owned by members of the Investor Group, in the aggregate, as of the Closing.

            C. If on any date (i) dividends payable on either the Series B
Preferred Stock or the Series A Preferred Stock shall have been in arrears and
not paid in full for four consecutive quarterly periods or if dividends shall
have been in arrears and not paid in full on the first or second annual
anniversary of the original issuance of the Series B Preferred Stock or Series A
Preferred Stock, as the case may be, or (ii) the Corporation shall have failed
to satisfy its obligation to redeem either shares of Series B Preferred Stock or
shares of Series A Preferred Stock pursuant to the relevant Certificate of
Designations, then the number of directors constituting the Board of Directors
shall, without further action, be increased by two, and the holders of a
majority of the outstanding shares of Series B Preferred Stock and Series A
Preferred Stock shall have, in addition to the other voting rights set forth
herein, the exclusive right, voting together as a single class without regard to
series, to elect the two directors (the "Additional Directors") of the
Corporation to fill such newly-created directorships. Notwithstanding the
foregoing, the Investor and its Affiliates shall not be permitted to elect,
pursuant to the


                                      -13-
<PAGE>   52
preceding sentence, more than the number of directors that would result in four
directors designated for nomination or elected by the Investor and its
Affiliates then being on the Board of Directors (including directors that the
Investor has a right to designate for nomination to the Board of Directors
pursuant to the Investment Agreement); provided, that if at the time holders of
Series A Preferred Stock and Series B Preferred Stock have the right to elect
Additional Directors and (i) the Investor and its Affiliates Beneficially Own,
in the aggregate, a majority of the outstanding shares of Series B Preferred
Stock and Series A Preferred Stock, taken together as a single class, and (ii)
the Investor and its Affiliates are not permitted to elect one or both of the
Additional Directors as aforesaid, then the holders of Series B Preferred Stock
and Series A Preferred Stock (other than the Investor and its Affiliates) shall
have the right to elect, voting together as a single class, one Additional
Director pursuant to this Section C. Additional Directors shall continue as
directors and such additional voting right shall continue until such time as (a)
all dividends accumulated on the Series B Preferred Stock and/or Series A
Preferred Stock, as the case may be, shall have been paid in full or (b) any
redemption obligation with respect to the Series B Preferred Stock and/or Series
A Preferred Stock, as the case may be, that has become due shall have been
satisfied or all necessary funds shall have been set aside for payment, as the
case may be, at which time such Additional Directors shall cease to be directors
and such additional voting right of the holders of shares of Series B Preferred
Stock shall terminate subject to revesting in the event of each and every
subsequent event of the character indicated above and subject to any rights as
to the election of directors provided for the holders of any other series of
Preferred Stock of the Corporation.

            D. [Reserved]

            E. i. The foregoing rights of holders of shares of Series B
Preferred Stock to take any action as provided in this Article VIII may be
exercised at any annual meeting of stockholders or at a special meeting of
stockholders held for such purpose as hereinafter provided or at any adjournment
thereof, or by the written consent, delivered to the Secretary of the
Corporation, of the holders of the minimum number of shares required to take
such action. So long as such right to vote continues (and unless such right has
been exercised by written consent of the minimum number of shares required to
take such action), the Chairman of the Board of Directors may call, and upon the
written request of holders of record of 20% of the outstanding shares of Series
B Preferred Stock, addressed to the Secretary of the Corporation at the
principal office of the Corporation, shall call, a special meeting of the
holders of shares entitled to vote as provided herein. Such meeting shall be
held within 60 days after delivery of such request to the Secretary, at the
place and upon the notice provided by law and in the Bylaws for the holding of
meetings of stockholders.

            ii. Each director elected pursuant to Section C hereof shall serve
until


                                      -14-
<PAGE>   53
the next annual meeting or until his or her successor shall be elected and shall
qualify, unless the director's term of office shall have terminated pursuant to
the provisions of Section C hereof, as the case may be. In case any vacancy
shall occur among the directors elected pursuant to Section C hereof, such
vacancy may be filled for the unexpired portion of the term by vote of the
remaining director or directors theretofore elected by such holders (or such
director's or directors' successor in office), if any. If any such vacancy is
not so filled within 20 days after the creation thereof or if all of the
directors so elected shall cease to serve as directors before their term shall
expire, the holders of the shares then outstanding and entitled to vote for such
director pursuant to the provisions of Section C hereof, as the case may be, may
elect successors to hold office for the unexpired terms of any vacant
directorships, by written consent as herein provided, or at a special meeting of
such holders called as provided herein. The holders of a majority of the shares
entitled to vote for directors pursuant to Section C hereof, as the case may be,
shall have the right to remove with or without cause at any time and replace any
directors such holders have elected pursuant to such section, by written consent
as herein provided, or at a special meeting of such holders called as provided
herein.

            F. Without the consent or affirmative vote of the holders of at
least a majority of the outstanding shares of Series B Preferred Stock, voting
separately as a class, the Corporation shall not authorize, create or issue, or
increase the authorized amount of, (i) any Senior Securities keep "or" (except
Parity Securities to be issued in exchange for all outstanding shares of Series
A Preferred Stock in connection with a simultaneous exchange of Parity
Securities for all outstanding shares of Series B Preferred Stock) or (ii) any
class or series of capital stock or any security convertible into or exercisable
for any class or series of capital stock, redeemable mandatorily or redeemable
at the option of the holder thereof at any time on or prior to the Mandatory
Redemption Date (whether or not only upon the occurrence of a specified event)
(except Parity Securities to be issued in exchange for all outstanding shares of
Series A of Preferred Stock in connection with a simultaneous exchange of Parity
Securities for all outstanding shares of Series B Preferred Stock); provided,
however, that no consent or vote of the holders of the outstanding shares of the
Series B Preferred Stock shall be required for the creation or issuance by a
trust formed at the direction of the Corporation of any series of preferred
securities of such trust for financing purposes in an aggregate amount not to
exceed $250,000,000 ("Trust Preferred Stock"). No consent or vote of the holders
of the outstanding shares of Series B Preferred Stock shall be required to
authorize, create or issue, or increase the authorized amount of, any class or
series of Junior Securities, or any security convertible into a stock of any
class or series of Junior Securities, except to the extent such action would
violate Section H of this Article VIII.

            G. Without the consent or affirmative vote of the holders of at
least a majority of the outstanding shares of Series B Preferred Stock, voting
separately as a class, the Corporation shall not (i) amend, alter or repeal any
provision of the Certificate


                                      -15-
<PAGE>   54
of Incorporation or the Bylaws, if the amendment, alteration or repeal alters or
changes the powers, preferences or special rights of the Series B Preferred
Stock so as to affect them materially and adversely, or (ii) authorize or take
any other action if such action alters or changes any of the rights of the
Series B Preferred Stock in any respect or otherwise would be inconsistent with
the provisions of this Certificate of Designations and the holders of any class
or series of the capital stock of the Corporation is entitled to vote thereon.
The terms set forth in this Certificate of Designations may be amended or
modified without the affirmative vote of the stockholders of the Corporation
(other than the holders of the Series B Preferred Stock as provided in the
preceding sentence); provided, that the Board of Directors has determined that
such amendment or modification will not have a material adverse effect on the
Corporation.

            H. Other Securities. The Corporation shall not enter into any
agreement or issue any security that prohibits, conflicts or is inconsistent
with, or would be breached by, the Corporation's performance of its obligations
hereunder.

      IX.   Additional Definitions

            For the purposes of this Certificate of Designations of Series B
Preferred Stock, the following terms shall have the meanings indicated:

            "Affiliate" has the meaning set forth in Rule 12b-2 under the
Exchange Act. The term "Affiliated" has a correlative meaning. Notwithstanding
the foregoing, for all purposes hereof, TPG, and each Person controlled by,
controlling or under common control with TPG (each, a "TPG Person"), shall not
be deemed an "Affiliate" of any Designated Purchaser Person (as defined below),
and no Designated Purchaser, and no Person controlled by, controlling or under
common control with such Designated Purchaser (each, a "Designated Purchaser
Person"), shall be deemed an "Affiliate" of any TPG Person or any other
Designated Purchaser Person, in any such case solely as a consequence of the
Investment Agreement and the transactions contemplated thereby.

            "Approval Date" shall have the meaning assigned to such term in the
Series B Warrant.

            "Beneficially Own" with respect to any securities means having
"beneficial ownership" of such securities (as determined pursuant to Rule 13d-3
under the Exchange Act as in effect on the date hereof, except that a Person
shall be deemed to Beneficially Own all such securities that such Person has the
right to acquire whether such right is exercisable immediately or after the
passage of time). The terms "Beneficial Ownership" and "Beneficial Owner" have
correlative meanings. Notwithstanding the foregoing, for all purposes hereof, no
TPG Person shall be deemed to Beneficially Own any securities that are held by
any Designated Purchaser Person, and no Designated


                                      -16-
<PAGE>   55
Purchaser Person shall be deemed to Beneficially Own any securities that are
held by any TPG Person or other Designated Purchaser Person, in any such case
solely as a consequence of the Investment Agreement or the transactions
contemplated thereby.

            "Business Day" means any day, other than a Saturday, Sunday or a day
on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

            "Bylaws" means the Bylaws of the Corporation, as amended.

            "Change of Control" means such time as:

            (1) any Person or Group (other than the Investor, its Affiliates,
      the Corporation or any Subsidiaries of the Corporation, or any Group
      composed of such Persons) has become, directly or indirectly, the
      Beneficial Owner, by way of merger, consolidation or otherwise, of a
      majority of the voting power of the then-outstanding Voting Securities of
      the Corporation on a fully-diluted basis, after giving effect to the
      conversion and exercise of all outstanding warrants, options and other
      securities of the Corporation convertible into or exercisable for Voting
      Securities of the Corporation (whether or not such securities are then
      currently convertible or exercisable); or

            (2) the sale, lease, transfer or other disposition of all or
      substantially all of the consolidated assets of the Corporation and its
      Subsidiaries to any Person or Group; or

            (3) during any period of two consecutive calendar years, individuals
      who at the beginning of such period constituted the Board of Directors,
      together with any new members of such Board of Directors whose election by
      such Board of Directors or whose nomination for election by the
      stockholders of the Corporation was approved by a vote of at least a
      majority of the members of such Board of Directors then still in office
      who either were directors at the beginning of such period or whose
      election or nomination for election was previously so approved or who were
      approved pursuant to Section 5.02 of the Investment Agreement or Article
      VIII, Section C, D or E of this Certificate of Designations, cease for any
      reason to constitute a majority of the directors of the Corporation then
      in office; or

            (4) the Corporation consolidates with or merges with or into another
      Person or any Person consolidates with, or merges with or into, the
      Corporation, in any such event pursuant to a transaction in which
      immediately after the consummation thereof the Persons owning the
      then-outstanding Voting Securities


                                      -17-
<PAGE>   56
      of the Corporation immediately prior to such consummation shall not own a
      majority in the aggregate (by reason of such prior ownership) of the
      then-outstanding Voting Securities of the Corporation or the surviving
      entity if other than the Corporation; or

            (5) the adoption of a plan relating to the liquidation or
      dissolution of the Corporation, whether or not otherwise in compliance
      with the provisions of this Series B Preferred Stock.

            "Closing" shall have the meaning assigned to such term in
the Investment Agreement.

             "Designated Purchaser" has the meaning assigned to such
term in the Investment Agreement.

            "Designated Purchaser Person" has the meaning set forth in
the definition of "Affiliate."

            "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, from time to
time.

            "Group" has the meaning set forth in Rule 13d-5 under the
Exchange Act.

            "Investment Agreement" means the Investment Agreement, dated as of
February 23, 1998, by and between the Investor and the Corporation, as amended,
supplemented or otherwise modified from time to time.

            "Investor" means TPG.

            "Investor Group" means, collectively, the Investor, the Designated
Purchasers, if any, and the respective Affiliates of such Persons.

            "Investor Nominee" means a person designated for election to the
Board of Directors by an Investor pursuant to the Investment Agreement.

            "Moody's" means Moody's Investors Service and its successors.

            "Person" means any individual, corporation, company, association,
partnership, joint venture, trust or unincorporated organization, or a
government or any agency or political subdivision thereof.

            "Registration Rights Agreement" means the Registration Rights


                                      -18-
<PAGE>   57
Agreement, dated as of February 23, 1998, by and between the Investor and the
Corporation, as amended, supplemented or otherwise modified from time to time.

            "Second Anniversary Date" means the second anniversary of the
original issuance of the Series B Preferred Stock.

            "Securities Act" means the U.S. Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder, from time to time.

            "Series A Preferred Stock" has the meaning assigned to such term in
the Investment Agreement.

            "Shareholder Approval" shall have the meaning assigned to such term
in the Investment Agreement.

            "S&P" means Standard and Poor's Ratings Group, a division of the
McGraw-Hill Companies, and its successors.

            "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of voting stock is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person (or combination thereof) and (ii) any partnership (A) the sole general
partner of the managing general partner of which is such Person or a Subsidiary
of such Person or (B) the only general partners of which are such Person or of
one or more Subsidiaries of such Person (or any combination thereof).

            "TPG" means TPG Oxford LLC, a Delaware limited liability company.

            "TPG Person" has the meaning set forth in the definition of
"Affiliate."

            "Voting Securities" means the shares of Common Stock and any other
securities of the Corporation entitled to vote generally for the election of
directors.

            "Warrants" means the Series B Warrants issued by the Corporation on
pursuant to the Investment Agreement.

            "Warrant Shares" has the meaning assigned to such term in
the Warrants.

      X.    Miscellaneous

            A. Notices. Any notice referred to herein shall be in writing and,


                                      -19-
<PAGE>   58
unless first-class mail shall be specifically permitted for such notices under
the terms hereof, shall be deemed to have been given upon personal delivery
thereof, upon transmittal of such notice by telecopy (with confirmation of
receipt by telecopy or telex) or five days after transmittal by registered or
certified mail, postage prepaid, addressed as follows:

            (1) if to the Corporation, to its office at 800 Connecticut Avenue
      Norwalk, Connecticut 06854 (Attention: General Counsel) or to the transfer
      agent for the Series B Preferred Stock;

            (2) if to a holder of the Series B Preferred Stock, to such holder
      at the address of such holder as listed in the stock record books of the
      Corporation (which may include the records of any transfer agent for the
      Series B Preferred Stock); or

            (3) to such other address as the Corporation or such holder, as the
      case may be, shall have designated by notice similarly given.

            B. Reacquired Shares. Any shares of Series B Preferred Stock
redeemed, purchased or otherwise acquired by the Corporation, directly or
indirectly, in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof (and shall not be deemed to be outstanding for any
purpose) and, if necessary to provide for the lawful redemption or purchase of
such shares, the capital represented by such shares shall be reduced in
accordance with the Delaware General Corporation Law. All such shares of Series
B Preferred Stock shall upon their cancellation and upon the filing of an
appropriate certificate with the Secretary of State of the State of Delaware,
become authorized but unissued shares of Preferred Stock, par value $0.01 per
share, of the Corporation and may be reissued as part of another series of
Preferred Stock, par value $0.01 per share, of the Corporation subject to the
conditions or restrictions on issuance set forth herein.

            C. Enforcement. Any registered holder of shares of Series B
Preferred Stock may proceed to protect and enforce its rights and the rights of
such holders by any available remedy by proceeding at law or in equity to
protect and enforce any such rights, whether for the specific enforcement of any
provision in this Certificate of Designations or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

            D. Transfer Taxes. Except as otherwise agreed upon pursuant to the
terms of this Certificate of Designations, the Corporation shall pay any and all
documentary, stamp or similar issue or transfer taxes and other governmental
charges that may be imposed under the laws of the United States of America or
any political


                                      -20-
<PAGE>   59
subdivision or taxing authority thereof or therein in respect of any issue or
delivery of Debentures on exchange of, or other securities or property issued on
account of, shares of Series B Preferred Stock pursuant hereto or certificates
representing such shares or securities. The Corporation shall not, however, be
required to pay any such tax or other charge that may be imposed in connection
with any transfer involved in the issue or transfer and delivery of any
certificate for Debentures or other securities or property in a name other than
that in which the shares of Series B Preferred Stock so exchanged, or on account
of which such securities were issued, were registered and no such issue or
delivery shall be made unless and until the Person requesting such issue has
paid to the Corporation the amount of any such tax or has established to the
satisfaction of the Corporation that such tax has been paid or is not payable.

            E. Transfer Agent. The Corporation may appoint, and from time to
time discharge and change, a transfer agent for the Series B Preferred Stock.
Upon any such appointment or discharge of a transfer agent, the Corporation
shall send notice thereof by first-class mail, postage prepaid, to each holder
of record of shares of Series B Preferred Stock.

            F. Record Dates. In the event that the Series B Preferred Stock
shall be registered under either the Securities Act or the Exchange Act, the
Corporation shall establish appropriate record dates with respect to payments
and other actions to be made with respect to the Series B Preferred Stock.


                                      -21-
<PAGE>   60
                 IN WITNESS WHEREOF, this Certificate of Designations is
executed on behalf of the Corporation by its Secretary and attested by its
Controller, this 13th day of May, 1998.

                              OXFORD HEALTH PLANS, INC.


                              By: /s/ JEFFERY H. BOYD
                                 -----------------------------------------
                                 Jeffery H. Boyd, Executive Vice President,
                                 General Counsel and Secretary



[Corporate Seal]

ATTEST:


/s/ BRENDAN SHANAHAN
------------------------------------
Brendan Shanahan, Vice President and
Controller


                                      -22-
<PAGE>   61
                                                                    Exhibit 3(b)
                                                                          Part 7


                                                                       Conformed

                           CERTIFICATE OF DESIGNATIONS

                                       OF

                  SERIES C JUNIOR PARTICIPATING PREFERRED STOCK

                                       OF

                            OXFORD HEALTH PLANS, INC.

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



            OXFORD HEALTH PLANS, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware (hereinafter called
the "Company"), hereby certifies that the following resolution was duly adopted
by the Board of Directors of the Company as required by Section 151 of the
General Corporation Law of the State of Delaware at a meeting duly called and
held on May 6, 1998:

            RESOLVED, that pursuant to the authority granted to and vested in
the Board of Directors of the Company (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the Company's
Certificate of Incorporation, as amended to date (hereinafter called the
"Certificate of Incorporation"), the Board of Directors hereby creates a series
of Preferred Stock, par value $.01 per share, of the Company and hereby states
the designation and number of shares, and fixes the relative rights, powers and
preferences thereof, and the limitations thereof, as follows:

            Section 1. Designation and Amount. The shares of such series shall
be designated as "Series C Junior Participating Preferred Stock" (the "Series C
Preferred Stock") and the number of shares constituting the Series C Preferred
Stock shall be 6,730. 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 C Preferred Stock to a number less than the
number of shares then outstanding.

<PAGE>   62
            Section 2.  Dividends and Distributions.

            (A) Subject to the rights of the holders of any shares of any series
of Preferred Stock of the Company (the "Preferred Stock") (or any similar stock)
ranking prior and superior to the Series C Preferred Stock with respect to
dividends, the holders of shares of Series C Preferred Stock, in preference to
the holders of Common Stock, par value $.0l per share (the "Common Stock"), of
the Company and of any other stock of the Company ranking junior to the Series C
Preferred Stock, shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, dividends and
other distributions, in an amount per share (rounded to the nearest cent) equal
to, subject to the provision for adjustment hereinafter set forth, 1000 times
the aggregate per share amount of all cash dividends, and 1000 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock, declared
on the Common Stock since the immediately preceding dividend or distribution
declared on the Series C Preferred Stock. In the event the Company shall at any
time after May 13 , 1998 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 per share to which holders of shares of Series C Preferred Stock were
entitled immediately prior to such event under 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 Company shall declare a dividend or distribution on the
Series C 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).

            (C) The Board of Directors may fix a record date for the
determination of holders of shares of Series C 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. Except as set forth in Section 10, or as
otherwise from time to time required by law, holders of Series C Preferred Stock
shall have no voting rights and their consent shall not be required for taking
any corporate action.
<PAGE>   63
            Section 4.  Certain Restrictions.

            (A) Whenever dividends or distributions payable on the Series C
Preferred Stock as provided in Section 2 are in arrears, thereafter and until
all unpaid dividends and distributions, whether or not declared, on shares of
Series C Preferred Stock outstanding shall have been paid in full, the Company
shall not:

            (i) declare or pay dividends, or make any other distributions, on
      any shares of stock ranking junior (as to dividends) to the Series C
      Preferred Stock;

            (ii) declare or pay dividends, or make any other distributions, on
      any shares of stock ranking on a parity (as to dividends) with the Series
      C Preferred Stock, except dividends paid ratably on the Series C 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 C Preferred Stock,
      provided that the Company may at any time redeem, purchase or otherwise
      acquire shares of any such junior stock in exchange for shares of any
      stock of the Company ranking junior (as to dividends and upon dissolution,
      liquidation or winding up) to the Series C Preferred Stock or rights,
      warrants or options to acquire such junior stock; or

            (iv) redeem or purchase or otherwise acquire for consideration any
      shares of Series C Preferred Stock, or any shares of stock ranking on a
      parity (either as to dividends or upon liquidation, dissolution or winding
      up) with the Series C 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 of Series C Preferred
      Stock, or shares of Series C Preferred Stock and parity stock, as the case
      may be, upon such terms as the Board of Directors, after consideration of
      the respective 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 Company shall not redeem or purchase or otherwise acquire
shares of Common Stock (other than pursuant to any written agreement of the
Company in existence on May 13, 1998 and other than redemptions or purchases or


                                      -3-
<PAGE>   64
other acquisitions for aggregate consideration not in excess of $10,000,000
since May 13, 1998), unless, in each case, the Company promptly (within five
business days) makes a purchase offer in writing or by publication (as
determined by the Board of Directors) to all holders of shares of Series C
Preferred Stock offering to purchase a number of shares of Series C Preferred
Stock equal to one one-thousandth of the number of shares of Common Stock
redeemed or purchased or otherwise acquired in such transaction at a price per
share equal to 1000 times the amount of consideration paid for one share of
Common Stock in such transaction and otherwise on terms and conditions no less
favorable to the holders than those applicable in such transaction (as
determined by the Board of Directors in good faith). In the event the Company
shall at any time after May 13, 1998 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 (i)
the number of shares of Series C Preferred Stock which holders thereof were
entitled to have the Company offer to purchase immediately prior to such event
under the preceding sentence 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, and (ii) the amount per share to which holders of shares of Series C
Preferred Stock were entitled immediately prior to such event under 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 prior to such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately after such event.

            (C) The Company shall not, and shall not permit any subsidiary of
the Company to, enter into any agreement with any person providing for the
purchase or other acquisition by such person (or any other person), whether
pursuant to tender offer, exchange offer or otherwise, unless in each case such
person promptly (within five business days) makes a purchase offer in writing or
by publication (as determined by the Board of Directors) to all holders of
shares of Series C Preferred Stock offering to purchase a number of shares of
Series C Preferred Stock equal to one-one thousandth of the number of shares of
Common Stock purchased or otherwise acquired in such transaction at a price per
share equal to 1000 times the amount of consideration paid for one share of
Common Stock in such transaction and otherwise on terms and conditions no less
favorable to the holders than those applicable in such transaction (as
determined by the Board of Directors in good faith). In the event the Company
shall at any time after May 13, 1998 declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or


                                      -4-
<PAGE>   65
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 (i) the number of shares of Series C Preferred Stock which holders
thereof were entitled to have redeemed or purchased or otherwise acquired
immediately prior to such event under the preceding sentence 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, and (ii) the amount per share to
which holders of shares of Series C Preferred Stock were entitled immediately
prior to such event under 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 prior to such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately after such event.

            (D) The Company shall not permit any subsidiary of the Company to
purchase or otherwise acquire for consideration any shares of stock of the
Company unless the Company could, under paragraph (A) or (B) 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 C Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and cancelled 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.

            Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Company, no distribution shall be
made (A) to the holders of the Common Stock or of shares of any other stock of
the Company ranking junior, upon liquidation, dissolution or winding up, to the
Series C Preferred Stock unless, prior thereto, the holders of shares of Series
C Preferred Stock shall have received (i) $1.00 per share, plus (ii) an amount
equal to declared and unpaid dividends and distributions thereon, to the date of
such payment, plus (iii) an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 1000 times the aggregate amount
to be distributed per share to holders of shares of Common Stock, or (B) to the
holders of shares of stock ranking on a parity upon liquidation, dissolution or
winding up with the Series C Preferred Stock, except distributions made ratably
on the Series C 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 Company


                                      -5-
<PAGE>   66
shall at any time after May 13, 1998 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 per share to which holders of shares of Series C Preferred
Stock were entitled immediately prior to such event under clause (A)(iii) 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 Company shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are converted into, exchanged for or changed into
other stock or securities, cash and/or any other property, then in any such case
each share of Series C Preferred Stock shall at the same time be similarly
converted into, exchanged for or changed into an amount per share (subject to
the provision for adjustment hereinafter set forth) equal to 1000 times the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of Common Stock
is converted, exchanged or changed. In the event the Company shall at any time
after May 13, 1998 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 conversion, exchange or change of
shares of Series C Preferred Stock shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

            Section 8. No Redemption. The shares of Series C Preferred Stock
shall not be redeemable from any holder.

            Section 9. Rank. The Series C Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of assets upon
liquidation, dissolution or winding up of the Company, junior to all other
series of Preferred Stock (unless the terms of any such series shall provide
otherwise) and senior to the Common Stock.


                                      -6-
<PAGE>   67
            Section 10. Amendment. Without the consent or affirmative vote of
the holders of at least a majority of the outstanding shares of Series C
Preferred Stock, voting separately as a class, the Company shall not (i) amend,
alter or repeal any provision of the Certificate of Incorporation or the Bylaws,
if the amendment, alteration or repeal alters or changes the powers, preferences
or special rights of the Series C Preferred Stock so as to affect them
materially and adversely, or (ii) authorize or take any other action if such
action alters or changes any of the rights of the Series C Preferred Stock in
any respect or otherwise would be inconsistent with the provisions of this
Certificate of Designations and the holders of any class or series of the
capital stock of the Company is entitled to vote thereon.

            Section 11. Fractional Shares. Series C Preferred Stock may be
issued in fractions of a share which shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series C Preferred Stock.


                                      -7-
<PAGE>   68
            IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Company by its Secretary and attested by its Controller this 13th
day of May, 1998.

                                    OXFORD HEALTH PLANS, INC.

                                    By:  /s/ JEFFERY H. BOYD
                                         ------------------------------------
                                         Jeffery H. Boyd, Executive Vice
                                         President, General Counsel and
                                         Secretary



Corporate Seal




Attest:


/s/ BRENDAN SHANAHAN
---------------------------------
Brendan Shanahan, Vice President
and Controller


                                      -8-
<PAGE>   69
                                                                    Exhibit 3(b)
                                                                          Part 8
                                                                       Conformed


                           CERTIFICATE OF DESIGNATIONS
                                       of
                       SERIES E CUMULATIVE PREFERRED STOCK
                                       of
                            OXFORD HEALTH PLANS, INC.
                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

                                 --------------

            Oxford Health Plans, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
hereby certifies that the following resolutions were adopted by the Board of
Directors of the Corporation (the "Board of Directors") pursuant to authority of
the Board of Directors as required by Section 151 of the Delaware General
Corporation Law:

            RESOLVED, that pursuant to the authority granted to and vested in
the Board of Directors in accordance with the provisions of the Second Amended
and Restated Certificate of Incorporation of the Corporation, as amended (the
"Certificate of Incorporation"), the Board of Directors hereby creates a series
of the Corporation's previously authorized preferred stock, par value $0.01 per
share (the "Preferred Stock"), and hereby states the designation and number
thereof, and fixes the voting powers, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations and
restrictions thereof, as follows:

            Series E Cumulative Preferred Stock:

                            I. Designation and Amount

            The designation of this series of shares shall be "Series E
Cumulative Preferred Stock" (the "Series E Preferred Stock"); the stated value
per share shall be $1,000 (the "Stated Value"); and the number of shares
constituting such series shall be 300,000. The number of shares of the Series E
Preferred Stock may be decreased from time to time by a resolution or
resolutions of the Board of Directors; provided, however, that such number shall
not be decreased below the aggregate number of shares of the Series E Preferred
Stock then outstanding.

                                    II. Rank

            A. With respect to dividend rights, the Series E Preferred Stock
shall rank (i) junior to each other class or series of Preferred Stock which by
its terms ranks senior to the Series E Preferred Stock as to payment of
dividends, (ii) on a parity with each other class or
<PAGE>   70
series of Preferred Stock which by its terms ranks on a parity with the Series E
Preferred Stock as to payment of dividends, including the Series D Preferred
Stock, par value $0.01 per share, of the Corporation (the "Series D Preferred
Stock") and (iii) prior to the Corporation's Common Stock, par value $.01 per
share (the "Common Stock"), and, except as specified above, all other classes
and series of capital stock of the Corporation hereafter issued by the
Corporation. With respect to dividends, all equity securities of the Corporation
to which the Series E Preferred Stock ranks senior, including the Common Stock,
are collectively referred to herein as the "Junior Dividend Securities"; all
equity securities of the Corporation with which the Series E Preferred Stock
ranks on a parity, including the Series D Preferred Stock, are collectively
referred to herein as the "Parity Dividend Securities"; and all equity
securities of the Corporation (other than convertible debt securities) to which
the Series E Preferred Stock ranks junior, with respect to dividends, are
collectively referred to herein as the "Senior Dividend Securities."

            B. With respect to the distribution of assets upon liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the Series E Preferred Stock shall rank (i) junior to each other class or series
of Preferred Stock which by its terms ranks senior to the Series E Preferred
Stock as to distribution of assets upon liquidation, dissolution or winding up,
(ii) on a parity with each other class or series of Preferred Stock which by its
terms ranks on a parity with the Series E Preferred Stock as to distribution of
assets upon liquidation, dissolution or winding up of the Corporation, including
the Series D Preferred Stock, and (iii) prior to the Common Stock and, except as
specified above, all other classes and series of capital stock of the
Corporation hereinafter issued by the Corporation. With respect to the
distribution of assets upon liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, all equity securities of the
Corporation to which the Series E Preferred Stock ranks senior, including the
Common Stock, are collectively referred to herein as "Junior Liquidation
Securities"; all equity securities of the Corporation (other than convertible
debt securities) to which the Series E Preferred Stock ranks on parity,
including the Series D Preferred Stock, are collectively referred to herein as
"Parity Liquidation Securities"; and all equity securities of the Corporation to
which the Series E Preferred Stock ranks junior are collectively referred to
herein as "Senior Liquidation Securities."

            C. The Series E Preferred Stock shall be subject to the creation of
Junior Dividend Securities and Junior Liquidation Securities (collectively,
"Junior Securities") but no Parity Dividend Securities or Parity Liquidation
Securities (collectively, "Parity Securities") (other than the Series D
Preferred Stock), or Senior Dividend Securities or Senior Liquidation Securities
(collectively, "Senior Securities") shall be created except in accordance with
the terms hereof and the Investment Agreement, including, without limitation,
Section F of Article VIII of this Certificate of Designations.

                                 III. Dividends

            A. Dividends. Prior to May 13, 2000, shares of Series E Preferred
Stock shall accumulate dividends at a rate of 14.589214% per annum, payment of
which may be made in cash or by the issuance of additional shares of Series E
Preferred Stock (which, upon issuance, shall be fully paid and nonassessable),
at the option of the Corporation; provided that if any such dividend is paid
after May 13, 2000, such dividend shall be paid in cash. On and after May 13,


                                       2
<PAGE>   71
2000, shares of Series E Preferred Stock shall accumulate dividends at a rate of
14% per annum, which dividends shall be paid in cash. On and prior to May 13,
2000, dividends shall be paid annually on May 13, 1999 and May 13, 2000, and
thereafter dividends shall be paid in four equal quarterly installments on the
last day of March, June, September and December of each year, or if any such
date is not a Business Day, the Business Day next preceding such day (each such
date, regardless of whether any dividends have been paid or declared and set
aside for payment on such date, a "Dividend Payment Date"), to holders of record
(the "Registered Holders") as they appear on the stock record books of the
Corporation on the fifteenth day prior to the relevant Dividend Payment Date.
Dividends shall be paid only when, as and if declared by the Board of Directors
out of funds at the time legally available for the payment of dividends.
Dividends shall begin to accumulate on outstanding shares of Series E Preferred
Stock from the date of issuance and shall be deemed to accumulate from day to
day whether or not earned or declared until paid. Dividends shall accumulate on
the basis of a 360-day year consisting of twelve 30-day months (four 90-day
quarters) and the actual number of days elapsed in the period for which payable.
Dividends payable at more than one annual rate for any dividend period or
partial dividend period shall be pro rated on the basis of the number of days in
such dividend period or partial dividend period, calculated as aforesaid, and
the actual number of days elapsed for which dividends are payable at each such
annual rate.

            B. Accumulation. Dividends on the Series E Preferred Stock shall be
cumulative, and from and after any Dividend Payment Date on which any dividend
that has accumulated or been deemed to have accumulated through such date has
not been paid in full or any payment date set for a redemption on which such
redemption payment has not been paid in full, additional dividends shall
accumulate in respect of the amount of such unpaid dividends or unpaid
redemption payment (the "Arrearage") at the annual rate then in effect as
provided in Section A of this Article III (or such lesser rate as may be the
maximum rate that is then permitted by applicable law). Such additional
dividends in respect of any Arrearage shall be deemed to accumulate from day to
day whether or not earned or declared until the Arrearage is paid, shall be
calculated as of such successive Dividend Payment Date and shall constitute an
additional Arrearage from and after any Dividend Payment Date to the extent not
paid on such Dividend Payment Date. References in any Article herein to
dividends that have accumulated or that have been deemed to have accumulated
with respect to the Series E Preferred Stock shall include the amount, if any,
of any Arrearage together with any dividends accumulated or deemed to have
accumulated on such Arrearage pursuant to the immediately preceding two
sentences. Additional dividends in respect of any Arrearage may be declared and
paid at any time, in whole or in part, without reference to any regular Dividend
Payment Date, to Registered Holders as they appear on the stock record books of
the Corporation on such record date as may be fixed by the Board of Directors
(which record date shall be no less than 10 days prior to the corresponding
payment date). Dividends in respect of any Arrearage shall be paid in cash.

            C. Method of Payment. Dividends paid on the shares of Series E
Preferred Stock in an amount less than the total amount of such dividends at the
time accumulated and payable on all outstanding shares of Series E Preferred
Stock shall be allocated pro rata on a share-by-share basis among all such
shares then outstanding. After May 13, 2000, dividends that are declared and
paid in an amount less than the full amount of dividends accumulated on the
Series


                                       3
<PAGE>   72
E Preferred Stock (and on any Arrearage) shall be applied first to the earliest
dividend which has not theretofore been paid. All cash payments of dividends on
the shares of Series E Preferred Stock shall be made in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

                           IV. Liquidation Preference

            In the event of a liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of then-outstanding
shares of Series E Preferred Stock shall be entitled to receive out of the
assets of the Corporation, whether such assets are capital or surplus of any
nature, an amount per share equal to the sum of (i) the dividends, if any,
accumulated or deemed to have accumulated thereon to the date of final
distribution to such holders, whether or not such dividends are declared, and
(ii) the Stated Value thereof, and no more, before any payment shall be made or
any assets distributed to the holders of any Junior Liquidation Securities.
After any such payment in full, the holders of Series E Preferred Stock shall
not, as such, be entitled to any further participation in any distribution of
assets of the Corporation. All the assets of the Corporation available for
distribution to stockholders after the liquidation preferences of any Senior
Liquidation Securities shall be distributed ratably (in proportion to the full
distributable amounts to which holders of Series E Preferred Stock and Parity
Liquidation Securities, if any, are respectively entitled upon such dissolution,
liquidation or winding up) among the holders of the then-outstanding shares of
Series E Preferred Stock and Parity Liquidation Securities, if any, when such
assets are not sufficient to pay in full the aggregate amounts payable thereon.

            Neither a consolidation or merger of the Corporation with or into
any other Person or Persons, nor a sale, conveyance, lease, exchange or transfer
of all or part of the Corporation's assets for cash, securities or other
property to a Person or Persons shall be deemed to be a liquidation, dissolution
or winding up of the Corporation for purposes of this Article IV, but the
holders of shares of Series E Preferred Stock shall nevertheless be entitled
from and after any such consolidation, merger or sale, conveyance, lease,
exchange or transfer of all or part of the Corporation's assets to the rights
provided by this Article IV following any such transaction. Notice of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, stating the payment date or dates when, and the place or places
where, the amounts distributable to each holder of shares of Series E Preferred
Stock in such circumstances shall be payable, shall be given by first-class
mail, postage prepaid, mailed not less than 30 days prior to any payment date
stated therein, to holders of record as they appear on the stock record books of
the Corporation as of the date such notices are first mailed.

                                  V. Redemption

            A. Optional Redemption. The Corporation shall not have any right to
redeem any shares of Series E Preferred Stock prior to May 13, 2003. On and
after such date, the Corporation shall have the right, at its option and
election, to redeem all the outstanding shares of Series E Preferred Stock, in
whole but not in part, at any time, in accordance with the provisions of this
Article V. The redemption price for such shares of Series E Preferred Stock
shall be paid in cash out of funds legally available therefor and shall be in an
amount per share equal to the


                                       4
<PAGE>   73
sum of (i) the amount, if any, of all unpaid dividends accumulated thereon to
the date of actual payment of the Redemption Price, whether or not such
dividends have been declared, and (ii) the Stated Value thereof (the "Redemption
Price").

            B. Mandatory Redemption. On May 13, 2008, the Corporation shall
redeem (the "Mandatory Redemption") all outstanding shares of Series E Preferred
Stock by paying the Redemption Price therefor in cash out of funds legally
available for such purpose.

            C. Notice and Redemption Procedures. Notice of the redemption of
shares of Series E Preferred Stock pursuant to Section A or B hereof (a "Notice
of Redemption") shall be sent to the holders of record of the shares of Series E
Preferred Stock to be redeemed by first class mail, postage prepaid, at each
such holder's address as it appears on the stock record books of the
Corporation, not more than 120 nor fewer than 90 days prior to the date fixed
for redemption, which date shall be set forth in such notice (the "Redemption
Date"); provided that failure to give such Notice of Redemption to any holder,
or any defect in such Notice of Redemption to any holder shall not affect the
validity of the proceedings for the redemption of any shares of Series E
Preferred Stock held by any other holder. Notwithstanding the foregoing, in the
event that contemporaneously with or prior to the delivery of a Notice of
Redemption, the Corporation irrevocably deposits, in accordance with Section F
of this Article V, funds sufficient to pay the aggregate Redemption Price for
the Series E Preferred Stock, such Notice of Redemption shall be delivered not
more than 120 days nor fewer than 30 days prior to the Redemption Date;
provided, however, that, if such Notice of Redemption is delivered fewer than 60
days prior to the Redemption Date and the Investor or any of its Affiliates
Beneficially Owns shares of Series E Preferred Stock as of the date of the
Notice of Redemption and uses its reasonable best efforts to consummate the sale
of its shares of Series E Preferred Stock prior to the stated Redemption Date
but has not completed the sale of all the Series E Preferred Stock Beneficially
Owned by the Investor and its Affiliates (or such other amount desired to be
sold by the Investor and its Affiliates), the Corporation shall, at the option
of the Investor (or any such Affiliate), delay such Redemption Date for a period
not to exceed 30 days as requested by such Investor (or any such Affiliate) in
order to complete such sale or sales, and shall notify the holders of Series E
Preferred Stock of such delay within five days of receiving the request
therefor. Any delay of the Redemption Date pursuant to the proviso to the
preceding sentence shall be requested by the Investor (or any such Affiliate) in
writing no later than the tenth day preceding the then-scheduled Redemption Date
stated in the Notice of Redemption. The Redemption Date stated in a Notice of
Redemption shall not be delayed more than once in connection with the redemption
of shares of Series E Preferred Stock pursuant to such Notice of Redemption. In
order to facilitate the redemption of shares of Series E Preferred Stock, the
Board of Directors may fix a record date for the determination of the holders of
shares of Series E Preferred Stock to be redeemed, in each case, not more than
30 days prior to the date the Notice of Redemption is mailed. On or after the
Redemption Date, each holder of the shares called for redemption shall surrender
the certificate evidencing such shares to the Corporation at the place
designated in such notice and shall thereupon be entitled to receive payment of
the Redemption Price. From and after the Redemption Date, all dividends on
shares of Series E Preferred Stock shall cease to accumulate and all rights of
the holders thereof as holders of Series E Preferred Stock shall cease and
terminate, except to the extent the Corporation shall default in payment thereof
on the Redemption Date. Prior to any Redemption Date that has been fixed by


                                       5
<PAGE>   74
the Corporation, other than in connection with the Mandatory Redemption, the
Corporation shall take all measures reasonably requested by the Investor to
facilitate a sale or other disposition of Series E Preferred Stock by the
Investor or its Affiliates prior to such Redemption Date, including, without
limitation, participation in due diligence sessions and provision of information
about the management, business and financial condition of the Corporation,
preparation of offering memoranda, private placement memoranda and other similar
documents and preparation and delivery of such other certificates or documents
reasonably requested by the Investor. For so long as the Investor or an
Affiliate of the Investor holds any shares of Series E Preferred Stock, no
Notice of Redemption in connection with a redemption pursuant to Section A or B
of this Article V shall be delivered unless (i) the Corporation's preferred
stock is rated Baa or better by Moody's or BBB or better by S&P, or in the event
the Corporation's preferred stock is not rated by Moody's and S&P, the
Corporation's unsecured debt is rated Baa or better by Moody's or BBB or better
by S&P or (ii) the Corporation has sufficient funds reasonably available under
committed lines of credit or other similar sources of financing established with
financially sound financing providers to pay, on the Redemption Date, the
aggregate Redemption Price in connection with such redemption (and shall reserve
such funds or availability for the payment of the aggregate Redemption Price);
provided, that the Corporation may deliver a Notice of Redemption without
complying with the foregoing conditions if prior to, or contemporaneously with,
the delivery of such notice the Corporation irrevocably deposits in accordance
with Section F of this Article V funds sufficient to pay the aggregate
Redemption Price for the Series E Preferred Stock.

            D. Change of Control. In the event there occurs a Change of Control,
any holder of record of shares of Series E Preferred Stock, in accordance with
the procedures set forth in Section E of this Article V, may require the
Corporation to redeem any or all of the shares of Series E Preferred Stock held
by such holder at the Redemption Price therefor.

            E. Change of Control Notice and Redemption Procedures. Notice of any
Change of Control shall be sent to the holders of record of the outstanding
shares of Series E Preferred Stock not more than five days following a Change of
Control, which notice (a "Change of Control Notice") shall describe the
transaction or transactions constituting such Change of Control and set forth
each holder's right to require the Corporation to redeem any or all shares of
Series E Preferred Stock held by him or her out of funds legally available
therefor, the Redemption Date (which date shall be not more than 30 days from
the date of such Change of Control Notice) and the procedures to be followed by
such holders in exercising his or her right to cause such redemption; provided,
however, that if shares of Series E Preferred Stock are owned by more than 50
holders or groups of Affiliated holders and if the Series E Preferred Stock is
listed on any national securities exchange or quoted on any national quotation
system, the Corporation shall give such Change of Control Notice by publication
in a newspaper of general circulation in the Borough of Manhattan, The City of
New York, within 30 days following such Change of Control and, in any case, a
similar notice shall be mailed concurrently to each holder of shares of
Series E Preferred Stock. Failure by the Corporation to give the Change of
Control Notice as prescribed by the preceding sentence, or the formal
insufficiency of any such Change of Control Notice, shall not prejudice the
rights of any holder of shares of Series E Preferred Stock to cause the
Corporation to redeem any such shares held by him or her. In the event a holder
of shares of


                                       6
<PAGE>   75
Series E Preferred Stock shall elect to require the Corporation to redeem any or
all such shares of Series E Preferred Stock pursuant to Section D of this
Article V, such holder shall deliver, prior to the Redemption Date as set forth
in the Change of Control Notice, or, if the Change of Control Notice is not
given as required by this Section E, at any time following the last day the
Corporation was required to give the Change of Control Notice in accordance with
this Section E (in which case the Redemption Date shall be the date which is the
later of (x) 30 days following the last day the Corporation was required to give
the Change of Control Notice in accordance with this Section E and (y) 15 days
following the delivery of such election by such holder), a written notice, in
the form specified by the Corporation (if the Corporation did in fact give the
notice required by this Section E), to the Corporation so stating, and
specifying the number of shares to be redeemed pursuant to Section D of this
Article V; provided, however, that if all of the shares of the Series E
Preferred Stock are owned by 50 or fewer holders or groups of Affiliated
holders, such holders or groups may deliver a notice or an election to redeem at
any time within 90 days following the occurrence of a Change of Control without
awaiting receipt of a Change of Control Notice or the expiration of the time
allowed for the delivery of a Change of Control Notice hereunder. The
Corporation shall redeem the number of shares so specified on the Redemption
Date fixed by the Corporation or as provided in the preceding sentence. The
Corporation shall comply with the requirements of Rules 13e-4 and 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the shares of Series E Preferred Stock as a result of a Change of
Control. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of this paragraph, the Corporation shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations hereunder by virtue thereof.

            F. Deposit of Funds. The Corporation shall, on or prior to any
Redemption Date pursuant to this Article V, deposit with its transfer agent or
other redemption agent in the Borough of Manhattan, The City of New York having
a capital and surplus of at least $500,000,000 selected by the Board of
Directors, as a trust fund for the benefit of the holders of the shares of
Series E Preferred Stock to be redeemed, cash that is sufficient in amount to
redeem the shares to be redeemed in accordance with the Notice of Redemption or
Change of Control Notice, with irrevocable instructions and authority to such
transfer agent or other redemption agent to pay to the respective holders of
such shares, as evidenced by a list of such holders certified by an officer of
the Corporation, the Redemption Price upon surrender of their respective share
certificates. Such deposit shall be deemed to constitute full payment of such
shares to the holders, and from and after the date of such deposit, all rights
of the holders of the shares of Series E Preferred Stock that are to be redeemed
as stockholders of the Corporation with respect to such shares, except the right
to receive the Redemption Price upon the surrender of their respective
certificates, shall cease and terminate. No dividends shall accumulate on any
shares of Series E Preferred Stock after the Redemption Date for such shares
(unless the Corporation shall fail to deposit cash sufficient to redeem all such
shares). In case holders of any shares of Series E Preferred Stock called for
redemption shall not, within two years after such deposit, claim the cash
deposited for redemption thereof, such transfer agent or other redemption agent
shall, upon demand, pay over to the Corporation the balance so deposited.
Thereupon,


                                       7
<PAGE>   76
such transfer agent or other redemption agent shall be relieved of all
responsibility to the holders thereof and the sole right of such holders, with
respect to shares to be redeemed, shall be to receive the Redemption Price as
general creditors of the Corporation. Any interest accrued on any funds so
deposited shall belong to the Corporation, and shall be paid to it from time to
time on demand.

                    VI. Exchange of Series E Preferred Stock

            A. The Series E Preferred Stock shall be exchangeable, at any time,
at the option of the Corporation and to the extent permitted by applicable law,
in whole but not in part, on any Dividend Payment Date for Junior Subordinated
Debentures (issued pursuant to an indenture (the "Indenture") prepared in
accordance with the Investment Agreement) in principal amount of $1,000 per
share of Series E Preferred Stock (a "Debenture" and, collectively, the
"Debentures"), in accordance with this Article VI:

            (i) Each share of Series E Preferred Stock shall be exchangeable at
      the offices of the Corporation and at such other place or places, if any,
      as the Board of Directors may designate. Except with the prior written
      consent of the holders of all outstanding shares of Series E Preferred
      Stock, the Corporation may not exchange any shares of Series E Preferred
      Stock if (a) full cumulative dividends, to the extent payable or deemed
      payable through the date of exchange, have not been paid or set aside for
      payment on all outstanding shares of the Series E Preferred Stock, (b) the
      Corporation has failed to amend its Certificate of Incorporation pursuant
      to Delaware law to confer the power to vote upon holders of the Debentures
      as shall be contemplated by the Indenture or (c) such exchange could
      result in any tax consequence to the Investor or any of its Affiliates
      which is materially adverse.

            (ii) Prior to giving notice of its intention to exchange, the
      Corporation shall execute and deliver to a bank or trust company selected
      by the Board of Directors and, if required by applicable law, qualify
      under the Trust Indenture Act of 1939, as amended, the Indenture.

            (iii) The Corporation shall mail written notice of its intention to
      exchange Series E Preferred Stock for Debentures (the "Exchange Notice")
      to each holder of record of shares of Series E Preferred Stock not less
      than 90 nor more than 120 days prior to the date fixed for exchange.

            (iv) Prior to effecting any exchange provided above, the Corporation
      shall deliver to each holder of shares of Series E Preferred Stock an
      opinion of nationally recognized legal counsel to the effect that: (i)
      each of the Indenture and the Debentures have been duly authorized and
      executed by the Corporation and, when delivered by the Corporation in
      exchange for shares of Series E Preferred Stock, will constitute valid and
      legally binding obligations of the Corporation enforceable against the
      Corporation in accordance with their terms, subject to applicable
      bankruptcy, insolvency and similar laws affecting creditors' rights
      generally and to general principles of equity; (ii) the exchange of the
      Debentures for the shares of Series E Preferred Stock shall not violate
      the


                                       8
<PAGE>   77
      provisions of this Article VI or of the Delaware General Corporation Law,
      including Section 221 thereof; and (iii) the exchange of the Debentures
      for the shares of Series E Preferred Stock is exempt from the registration
      requirements of the Securities Act or, if no such exemption is available,
      that the Debentures have been duly registered for such exchange under such
      Act.

            (v) Upon the exchange of shares of Series E Preferred Stock for
      Debentures, the rights of the holders of shares of Series E Preferred
      Stock as stockholders of the Corporation shall terminate and such shares
      shall no longer be deemed outstanding.

            (vi) Before any holder of shares of Series E Preferred Stock shall
      be entitled to receive Debentures, such holder shall surrender the
      certificate or certificates therefor, at the office of the Corporation or
      at such other place or places, if any, as the Board of Directors shall
      have designated, and shall state in writing the name or names (with
      addresses) in which he or she wishes the certificate or certificates for
      the Debentures to be issued. The Corporation will, as soon as practicable
      thereafter, issue and deliver at said office or place to such holder of
      shares of Series E Preferred Stock, or to his or her nominee or nominees,
      certificates for the Debentures to which he or she shall be entitled as
      aforesaid. Shares of Series E Preferred Stock shall be deemed to have been
      exchanged as of the close of business on the date fixed for exchange as
      provided above, and the Person or Persons entitled to receive the
      Debentures issuable upon such exchange shall be treated for all purposes
      (including the accrual and payment of interest) as the record holder or
      holders of such Debentures as of the close of business on such date.

            B. For purposes of clause (c) of paragraph (i) of Section A of this
Article VI, an exchange of shares of Series E Preferred Stock shall be deemed to
be an exchange that could result in a tax consequence to the Investor or any of
its Affiliates which is materially adverse only if the Investor or its Affiliate
shall have delivered to the Corporation a written notice to such effect on or
before the fifteenth day after its receipt of the Exchange Notice (an "Objection
Notice"), which Objection Notice shall be prepared in good faith and shall
specify in reasonable detail the nature of such tax consequences which could
result from the exchange (other than the difference between the tax treatment of
distributions on the Series E Preferred Stock and interest payments on the
Debentures); provided, that the Investor or its Affiliates shall not deliver an
Objection Notice unless the Investor and its Affiliates Beneficially Own, in the
aggregate, at least 1,000 shares of Series E Preferred Stock at the time of
delivery of such Objection Notice to the Corporation. If the Corporation
receives an Objection Notice, then the Corporation shall not exchange the shares
of Series E Preferred Stock of the Investor and its Affiliates and the
Corporation shall, within 15 days after its receipt of the Objection Notice mail
written notice to the effect that it is canceling the proposed exchange of
shares of Series E Preferred Stock to each holder of record of shares of Series
E Preferred Stock to which it mailed the Exchange Notice.

            C. Shares of the Series E Preferred Stock may be exchanged for
Warrant Shares pursuant to Section 4 of the Warrants.


                                       9
<PAGE>   78
      VII.  Restrictions on Dividends

            So long as any shares of the Series E Preferred Stock are
outstanding, the Board of Directors shall not declare, and the Corporation shall
not pay or set apart for payment any dividend on any Junior Securities or make
any payment on account of, or set apart for payment money for a sinking or other
similar fund for, the repurchase, redemption or other retirement of, any Junior
Securities or Parity Securities or any warrants, rights or options exercisable
for or convertible into any Junior Securities or Parity Securities (other than
the repurchase, redemption or other retirement of debentures or other debt
securities that are convertible into or exchangeable for any Junior Securities
or Parity Securities), or make any distribution in respect of the Junior
Securities, either directly or indirectly, and whether in cash, obligations or
shares of the Corporation or other property (other than distributions or
dividends in Junior Securities to the holders of Junior Securities), and shall
not permit any corporation or other entity directly or indirectly controlled by
the Corporation to purchase or redeem any Junior Securities or Parity Securities
or any warrants, rights, calls or options exercisable for or convertible into
any Junior Securities or Parity Securities (other than the repurchase,
redemption or other retirement of debentures or other debt securities that are
convertible into or exchangeable for any Junior Securities or Parity Securities)
unless prior to or concurrently with such declaration, payment, setting apart
for payment, repurchase, redemption or other retirement or distribution, as the
case may be, all accumulated and unpaid dividends on shares of the Series E
Preferred Stock not paid on the dates provided for in Section A of Article III
(including Arrearages and accumulated dividends thereon) shall have been paid,
except that when dividends are not paid in full as aforesaid upon the shares of
Series E Preferred Stock, all dividends declared on the Series E Preferred Stock
and any series of Parity Dividend Securities shall be declared and paid pro rata
so that the amount of dividends so declared and paid on Series E Preferred Stock
and such series of Parity Dividend Securities shall in all cases bear to each
other the same ratio that accumulated dividends (including interest accrued on
or additional dividends accumulated in respect of such accumulated dividends) on
the shares of Series E Preferred Stock and such Parity Dividend Securities bear
to each other. Notwithstanding the foregoing, this paragraph shall not prohibit
(i) the acquisition, repurchase, exchange, conversion, redemption or other
retirement for value of shares of Series E Preferred Stock or any Parity
Dividend Security by the Corporation in accordance with the terms of such
securities or of any shares of Trust Preferred Stock (as defined in Section F of
Article VIII) or (ii) the acquisition, repurchase, exchange, conversion,
redemption or other retirement for value by the Corporation of any Junior
Dividend Securities by the Corporation in accordance with obligations in
existence at the time of original issuance of the Series E Preferred Stock.

                               VIII. Voting Rights

            A. The holders of shares of Series E Preferred Stock shall have no
voting rights except as set forth below or as otherwise from time to time
required by law.

            B. So long as any shares of the Series E Preferred Stock are
outstanding, each share of Series E Preferred Stock shall entitle the holder
thereof to vote on all matters voted on by holders of Common Stock, and the
shares of Series E Preferred Stock shall vote together with shares of Common
Stock (and any shares of Series D Preferred Stock entitled to vote) as a single


                                       10
<PAGE>   79
class; provided, however, that upon register or transfer on the stock records of
the Corporation of a share of Series E Preferred Stock to any Person other than
the Investor or an Affiliate of the Investor, such Person, and any subsequent
transferee, shall not be entitled to such voting rights. With respect to any
such vote, the Investor (together with its Affiliates) shall be entitled to a
number of votes per share of Series E Preferred Stock equal to the quotient of
the Investor Aggregate Vote Number, divided by the number of shares of Series E
Preferred Stock held by such Investor and its Affiliates as of the record date
for such vote. The "Investor Aggregate Vote Number" shall equal the number of
Warrant Shares that would be issuable upon the exercise of Original Warrants (as
defined below) by the holders thereof (assuming all conditions precedent to such
exercise have been satisfied and that such exercise occurs as of the record date
for such vote), multiplied by the lesser of (x) the quotient of the number of
Original Warrants that are Beneficially Owned by members of the Investor Group,
in the aggregate, as of the record date for such vote (excluding for purposes of
this calculation, however, any Original Warrants that have been transferred on
the books of the Corporation by any member of the Investor Group to any Person
other than a member of the Investor Group, regardless of whether any such
Original Warrants are subsequently acquired by any member of the Investor
Group), divided by the number of Original Warrants, and (y) the quotient of the
number of Original Series E Preferred Shares (as defined below) that are
Beneficially Owned by members of the Investor Group, in the aggregate, as of the
record date for such vote (excluding for purposes of this calculation, however,
any Original Series E Preferred Shares transferred on the stock records of the
Corporation by any member of the Investor Group to any Person other than a
member of the Investor Group, regardless of whether any such Original Series E
Preferred Shares are subsequently acquired by any member of the Investor Group),
divided by the number of Original Series E Preferred Shares. The term "Original
Warrants" means those Warrants Beneficially Owned by members of the Investor
Group, in the aggregate, as of the Closing. The term "Original Series E
Preferred Shares" means those shares of Series E Preferred Stock Beneficially
Owned by members of the Investor Group, in the aggregate, on the date of
original issuance of the Series E Preferred Stock.

            C. If on any date (i) dividends payable on either the Series E
Preferred Stock or the Series D Preferred Stock shall have been in arrears and
not paid in full for four consecutive quarterly periods or if dividends shall
have been in arrears and not paid in full on May 13, 1999 or May 13, 2000 for
the Series E Preferred Stock or Series D Preferred Stock, as the case may be, or
(ii) the Corporation shall have failed to satisfy its obligation to redeem
either shares of Series E Preferred Stock or shares of Series D Preferred Stock
pursuant to the relevant Certificate of Designations, then the number of
directors constituting the Board of Directors shall, without further action, be
increased by two, and the holders of a majority of the outstanding shares of
Series E Preferred Stock and Series D Preferred Stock shall have, in addition to
the other voting rights set forth herein, the exclusive right, voting together
as a single class without regard to series, to elect the two directors (the
"Additional Directors") of the Corporation to fill such newly-created
directorships. Notwithstanding the foregoing, the Investor and its Affiliates
shall not be permitted to elect, pursuant to the preceding sentence, more than
the number of directors that would result in four directors designated for
nomination or elected by the Investor and its Affiliates then being on the Board
of Directors (including directors that the Investor has a right to designate for
nomination to the Board of Directors pursuant to the Investment Agreement);


                                       11
<PAGE>   80
provided, that if at the time holders of Series D Preferred Stock and Series E
Preferred Stock have the right to elect Additional Directors and (i) the
Investor and its Affiliates Beneficially Own, in the aggregate, a majority of
the outstanding shares of Series E Preferred Stock and Series D Preferred Stock,
taken together as a single class, and (ii) the Investor and its Affiliates are
not permitted to elect one or both of the Additional Directors as aforesaid,
then the holders of Series E Preferred Stock and Series D Preferred Stock (other
than the Investor and its Affiliates) shall have the right to elect, voting
together as a single class, one Additional Director pursuant to this Section C.
Additional Directors shall continue as directors and such additional voting
right shall continue until such time as (a) all dividends accumulated on the
Series E Preferred Stock and/or Series D Preferred Stock, as the case may be,
shall have been paid in full or (b) any redemption obligation with respect to
the Series E Preferred Stock and/or Series D Preferred Stock, as the case may
be, that has become due shall have been satisfied or all necessary funds shall
have been set aside for payment, as the case may be, at which time such
Additional Directors shall cease to be directors and such additional voting
right of the holders of shares of Series E Preferred Stock shall terminate
subject to revesting in the event of each and every subsequent event of the
character indicated above and subject to any rights as to the election of
directors provided for the holders of any other series of Preferred Stock of the
Corporation.

            D.  [Reserved]

            E. (a) The foregoing rights of holders of shares of Series E
Preferred Stock to take any action as provided in this Article VIII may be
exercised at any annual meeting of stockholders or at a special meeting of
stockholders held for such purpose as hereinafter provided or at any adjournment
thereof, or by the written consent, delivered to the Secretary of the
Corporation, of the holders of the minimum number of shares required to take
such action. So long as such right to vote continues (and unless such right has
been exercised by written consent of the minimum number of shares required to
take such action), the Chairman of the Board of Directors may call, and upon the
written request of holders of record of 20% of the outstanding shares of Series
E Preferred Stock, addressed to the Secretary of the Corporation at the
principal office of the Corporation, shall call, a special meeting of the
holders of shares entitled to vote as provided herein. Such meeting shall be
held within 60 days after delivery of such request to the Secretary, at the
place and upon the notice provided by law and in the By-laws for the holding of
meetings of stockholders.

            (b) Each director elected pursuant to Section C of this Article VIII
shall serve until the next annual meeting or until his or her successor shall be
elected and shall qualify, unless the director's term of office shall have
terminated pursuant to the provisions of Section C of this Article VIII, as the
case may be. In case any vacancy shall occur among the directors elected
pursuant to Section C of this Article VIII, such vacancy may be filled for the
unexpired portion of the term by vote of the remaining director or directors
theretofore elected by such holders (or such director's or directors' successor
in office), if any. If any such vacancy is not so filled within 20 days after
the creation thereof or if all of the directors so elected shall cease to serve
as directors before their term shall expire, the holders of the shares then
outstanding and entitled to vote for such director pursuant to the provisions of
Section C of this Article VIII, as the case may be, may elect successors to hold
office for the unexpired terms of any vacant directorships, by written consent
as herein provided, or at a special meeting of such holders


                                       12
<PAGE>   81
called as provided herein. The holders of a majority of the shares entitled to
vote for directors pursuant to Section C of this Article VIII, as the case may
be, shall have the right to remove with or without cause at any time and replace
any directors such holders have elected pursuant to such section, by written
consent as herein provided, or at a special meeting of such holders called as
provided herein.

            F. Without the consent or affirmative vote of the holders of at
least a majority of the outstanding shares of Series E Preferred Stock, voting
separately as a class, the Corporation shall not authorize, create or issue, or
increase the authorized amount of, (i) any Senior Securities or Parity
Securities or (ii) any class or series of capital stock or any security
convertible into or exercisable for any class or series of capital stock,
redeemable mandatorily or redeemable at the option of the holder thereof at any
time on or prior to May 13, 2008 (whether or not only upon the occurrence of a
specified event); provided, however, that no consent or vote of the holders of
the outstanding shares of the Series E Preferred Stock shall be required for the
creation or issuance by a trust formed at the direction of the Corporation of
any series of preferred securities of such trust for financing purposes in an
aggregate amount not to exceed $250,000,000 ("Trust Preferred Stock"). No
consent or vote of the holders of the outstanding shares of Series E Preferred
Stock shall be required to authorize, create or issue, or increase the
authorized amount of, any class or series of Junior Securities, or any security
convertible into a stock of any class or series of Junior Securities, except to
the extent such action would violate Section H of this Article VIII.

            G. Without the consent or affirmative vote of the holders of at
least a majority of the outstanding shares of Series E Preferred Stock, voting
separately as a class, the Corporation shall not (i) amend, alter or repeal any
provision of the Certificate of Incorporation or the By-laws, if the amendment,
alteration or repeal alters or changes the powers, preferences or special rights
of the Series E Preferred Stock so as to affect them materially and adversely,
or (ii) authorize or take any other action if such action alters or changes any
of the rights of the Series E Preferred Stock in any respect or otherwise would
be inconsistent with the provisions of this Certificate of Designations and the
holders of any class or series of the capital stock of the Corporation are
entitled to vote thereon.

            H. Other Securities. The Corporation shall not enter into any
agreement or issue any security that prohibits, conflicts or is inconsistent
with, or would be breached by, the Corporation's performance of its obligations
hereunder.

                           IX. Additional Definitions

            For the purposes of this Certificate of Designations of Series E
Preferred Stock, the following terms shall have the meanings indicated:

            "Affiliate" has the meaning set forth in Rule 12b-2 under the
Exchange Act. The term "Affiliated" has a correlative meaning. Notwithstanding
the foregoing, for all purposes hereof, TPG, and each Person controlled by,
controlling or under common control with TPG (each, a "TPG Person"), shall not
be deemed an "Affiliate" of any Designated Purchaser Person (as defined below),
and no Designated Purchaser, and no Person controlled by, controlling or


                                       13
<PAGE>   82
under common control with such Designated Purchaser (each, a "Designated
Purchaser Person"), shall be deemed an "Affiliate" of any TPG Person or any
other Designated Purchaser Person, in any such case solely as a consequence of
the Investment Agreement and the transactions contemplated thereby.

            "Beneficially Own" with respect to any securities means having
"beneficial ownership" of such securities (as determined pursuant to Rule 13d-3
under the Exchange Act as in effect on the date hereof, except that a Person
shall be deemed to Beneficially Own all such securities that such Person has the
right to acquire whether such right is exercisable immediately or after the
passage of time). The terms "Beneficial Ownership" and "Beneficial Owner" have
correlative meanings. Notwithstanding the foregoing, for all purposes hereof, no
TPG Person shall be deemed to Beneficially Own any securities that are held by
any Designated Purchaser Person, and no Designated Purchaser Person shall be
deemed to Beneficially Own any securities that are held by any TPG Person or
other Designated Purchaser Person, in any such case solely as a consequence of
the Investment Agreement or the transactions contemplated thereby.

            "Business Day" means any day, other than a Saturday, Sunday or a day
on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

            "By-laws" means the By-laws of the Corporation, as amended.

            "Change of Control" means such time as:

            (i) any Person or Group (other than the Investor, its Affiliates,
      the Corporation or any Subsidiaries of the Corporation, or any Group
      composed of such Persons) has become, directly or indirectly, the
      Beneficial Owner, by way of merger, consolidation or otherwise, of a
      majority of the voting power of the then-outstanding Voting Securities of
      the Corporation on a fully-diluted basis, after giving effect to the
      conversion and exercise of all outstanding warrants, options and other
      securities of the Corporation convertible into or exercisable for Voting
      Securities of the Corporation (whether or not such securities are then
      currently convertible or exercisable); or

            (ii) the sale, lease, transfer or other disposition of all or
      substantially all of the consolidated assets of the Corporation and its
      Subsidiaries to any Person or Group; or

            (iii) during any period of two consecutive calendar years,
      individuals who at the beginning of such period constituted the Board of
      Directors, together with any new members of such Board of Directors whose
      election by such Board of Directors or whose nomination for election by
      the stockholders of the Corporation was approved by a vote of at least a
      majority of the members of such Board of Directors then still in office
      who either were directors at the beginning of such period or whose
      election or nomination for election was previously so approved or who were
      approved pursuant to Section 5.02 of the Investment Agreement or Section
      C, D or E of Article VIII of this Certificate of Designations, cease for
      any reason to constitute a majority of the directors of the Corporation
      then in office; or


                                       14
<PAGE>   83
            (iv) the Corporation consolidates with or merges with or into
      another Person or any Person consolidates with, or merges with or into,
      the Corporation, in any such event pursuant to a transaction in which
      immediately after the consummation thereof the Persons owning the
      then-outstanding Voting Securities of the Corporation immediately prior to
      such consummation shall not own a majority in the aggregate (by reason of
      such prior ownership) of the then-outstanding Voting Securities of the
      Corporation or the surviving entity if other than the Corporation; or

            (v) the adoption of a plan relating to the liquidation or
      dissolution of the Corporation, whether or not otherwise in compliance
      with the provisions of this Certificate of Designations.

            "Closing" has the meaning assigned to such term in the Investment
Agreement.

            "Designated Purchaser" has the meaning assigned to such term in the
Investment Agreement.

            "Designated Purchaser Person" has the meaning set forth in the
definition of "Affiliate."

            "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, from time to
time.

            "Group" has the meaning set forth in Rule 13d-5 under the Exchange
Act.

            "Investment Agreement" means the Investment Agreement, dated as of
February 23, 1998, by and between the Investor and the Corporation, as amended,
supplemented or otherwise modified from time to time.

            "Investor" means TPG.

            "Investor Group" means, collectively, the Investor, the Designated
Purchasers, if any, and the respective Affiliates of such Persons.

            "Investor Nominee" means a person designated for election to the
Board of Directors by an Investor pursuant to the Investment Agreement.

            "Moody's" means Moody's Investors Service and its successors.

            "Person" means any individual, corporation, company, association,
partnership, joint venture, trust or unincorporated organization, or a
government or any agency or political subdivision thereof.

            "Securities Act" means the U.S. Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder, from time to time.


                                       15
<PAGE>   84
            "S&P" means Standard and Poor's Ratings Group, a division of the
McGraw-Hill Companies, and its successors.

            "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of voting stock is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person (or combination thereof) and (ii) any partnership (A) the sole general
partner of the managing general partner of which is such Person or a Subsidiary
of such Person or (B) the only general partners of which are such Person or of
one or more Subsidiaries of such Person (or any combination thereof).

            "TPG" means TPG Partners II, L.P., a Delaware limited partnership.

            "TPG Person" has the meaning set forth in the definition of
"Affiliate."

            "Voting Securities" means the shares of Common Stock and any other
securities of the Corporation entitled to vote generally for the election of
directors.

            "Warrants" means the Series B Warrants issued by the Corporation on
pursuant to the Investment Agreement.

            "Warrant Shares" has the meaning assigned to such term in the
Warrants.

                                X. Miscellaneous

            A. Notices. Any notice referred to herein shall be in writing and,
unless first-class mail shall be specifically permitted for such notices under
the terms hereof, shall be deemed to have been given upon personal delivery
thereof, upon transmittal of such notice by telecopy (with confirmation of
receipt by telecopy or telex) or five days after transmittal by registered or
certified mail, postage prepaid, addressed as follows:

            (i) if to the Corporation, to its office at 800 Connecticut Avenue
      Norwalk, Connecticut 06854 (Attention: General Counsel) or to the transfer
      agent for the Series E Preferred Stock;

            (ii) if to a holder of the Series E Preferred Stock, to such holder
      at the address of such holder as listed in the stock record books of the
      Corporation (which may include the records of any transfer agent for the
      Series E Preferred Stock); or

            (iii) to such other address as the Corporation or such holder, as
      the case may be, shall have designated by notice similarly given.

            B. Reacquired Shares. Any shares of Series E Preferred Stock
redeemed, purchased or otherwise acquired by the Corporation, directly or
indirectly, in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof (and shall not be deemed to be outstanding for any
purpose) and, if necessary to provide for the lawful redemption or purchase of
such shares, the capital represented by such shares shall be reduced in
accordance


                                       16
<PAGE>   85
with the Delaware General Corporation Law. All such shares of Series E Preferred
Stock shall upon their cancellation and upon the filing of an appropriate
certificate with the Secretary of State of the State of Delaware, become
authorized but unissued shares of Preferred Stock, par value $0.01 per share, of
the Corporation and may be reissued as part of another series of Preferred
Stock, par value $0.01 per share, of the Corporation subject to the conditions
or restrictions on issuance set forth herein.

            C. Enforcement. Any registered holder of shares of Series E
Preferred Stock may proceed to protect and enforce its rights and the rights of
such holders by any available remedy by proceeding at law or in equity to
protect and enforce any such rights, whether for the specific enforcement of any
provision in this Certificate of Designations or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

            D. Transfer Taxes. Except as otherwise agreed upon pursuant to the
terms of this Certificate of Designations, the Corporation shall pay any and all
documentary, stamp or similar issue or transfer taxes and other governmental
charges that may be imposed under the laws of the United States of America or
any political subdivision or taxing authority thereof or therein in respect of
any issue or delivery of Debentures on exchange of, or other securities or
property issued on account of, shares of Series E Preferred Stock pursuant
hereto or certificates representing such shares or securities. The Corporation
shall not, however, be required to pay any such tax or other charge that may be
imposed in connection with any transfer involved in the issue or transfer and
delivery of any certificate for Debentures or other securities or property in a
name other than that in which the shares of Series E Preferred Stock so
exchanged, or on account of which such securities were issued, were registered
and no such issue or delivery shall be made unless and until the Person
requesting such issue has paid to the Corporation the amount of any such tax or
has established to the satisfaction of the Corporation that such tax has been
paid or is not payable.

            E. Transfer Agent. The Corporation may appoint, and from time to
time discharge and change, a transfer agent for the Series E Preferred Stock.
Upon any such appointment or discharge of a transfer agent, the Corporation
shall send notice thereof by first-class mail, postage prepaid, to each holder
of record of shares of Series E Preferred Stock.

            F. Record Dates. In the event that the Series E Preferred Stock
shall be registered under either the Securities Act or the Exchange Act, the
Corporation shall establish appropriate record dates with respect to payments
and other actions to be made with respect to the Series E Preferred Stock.


                                       17
<PAGE>   86
            IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Corporation by its Executive Vice President and General Counsel
and attested by its Vice President this 12th day of February, 1999.

                                          OXFORD HEALTH PLANS, INC.


                                          By: /s/ JEFFERY H. BOYD
                                              -----------------------------
                                              Name: Jeffery H. Boyd
                                              Title: Executive Vice
                                              President and General
                                              Counsel

[Corporate Seal]

ATTEST:

/s/ ROBERT J. MOSES
-----------------------------
Name:  Robert J. Moses
Title: Vice President


                                       18
<PAGE>   87
                                                                    Exhibit 3(b)
                                                                          Part 9
                                                                       Conformed

                           CERTIFICATE OF ELIMINATION

                                       OF

                       SERIES B CUMULATIVE PREFERRED STOCK

                                       OF

                            OXFORD HEALTH PLANS, INC.

                           (Pursuant to section 151(g)
                         of the General Corporation Law
                            of the State of Delaware)


                  Oxford Health Plans, Inc., a Delaware corporation (the
"Corporation"), hereby certifies that the following resolution was duly adopted
by the Board of Directors of the Corporation in anticipation of completing the
exchange of the Company's Series A Cumulative Preferred Stock and Series B
Cumulative Preferred Stock for Series D Preferred Stock and Series E Cumulative
Preferred Stock, respectively, (the "Share Exchange") which was completed on
February 13, 1999, and as required by Section 151(g) of the General Corporation
Law of the State of Delaware:

                  RESOLVED, FURTHER that pursuant to the authority granted to
                  and vested in the Board of Directors of this Corporation and
                  in accordance with the provisions of the Second Amended and
                  Restated Certificate of Incorporation, as amended (the
                  "Certificate of Incorporation"), the Board of Directors hereby
                  states and declares that following completion of the Share
                  Exchange none of the 300,000 authorized shares of the series
                  of stock designated "Series B Cumulative Preferred Stock" are
                  outstanding, and none will be issued subject to the
                  Certificate of Designations filed with respect to such series
                  on May 13, 1998; and when a certificate setting forth this
                  resolution becomes effective, it shall have the effect of
                  eliminating from the Certificate of Incorporation all matters
                  set forth in the Certificate of Designations with respect to
                  Series B Cumulative Preferred Stock.
<PAGE>   88
                                                                    Exhibit 3(b)
                                                                          Part 9
                                                                       Conformed

                  IN WITNESS WHEREOF, this Certificate of Elimination has been
executed on behalf of the Corporation by its Secretary and attested by its
Assistant Secretary this first day of March, 1999.

                                                    OXFORD HEALTH PLANS, INC.



                                                    By: /s/ JEFFERY H. BOYD
                                                       Jeffrey H. Boyd
                                                       Executive Vice President,
                                                       Secretary and General
                                                       Counsel

Attest:



/s/ JON RICHARDSON
Name: Jon Richardson
Title: Special Counsel to CEO, Assistant Secretary

                                      -2-
<PAGE>   89
                                                                    Exhibit 3(b)
                                                                         Part 10

                           CERTIFICATE OF ELIMINATION

                                       OF

                       SERIES A CUMULATIVE PREFERRED STOCK

                                       OF

                            OXFORD HEALTH PLANS, INC.

                           (Pursuant to section 151(g)
                         of the General Corporation Law
                            of the State of Delaware)


                  Oxford Health Plans, Inc., a Delaware corporation (the
"Corporation"), hereby certifies that the following resolution was duly adopted
by the Board of Directors of the Corporation in anticipation of completing the
exchange of the Company's Series A Preferred Stock and Series B Preferred Stock
for Series D Preferred Stock and Series E Preferred Stock, respectively, (the
"Share Exchange") which was completed on February 13, 1999, and as required by
Section 151(g) of the General Corporation Law of the State of Delaware:

                  RESOLVED, FURTHER that pursuant to the authority granted to
                  and vested in the Board of Directors of this Corporation and
                  in accordance with the provisions of the Second Amended and
                  Restated Certificate of Incorporation, as amended (the
                  "Certificate of Incorporation"), the Board of Directors hereby
                  states and declares that following completion of the Share
                  Exchange none of the 300,000 authorized shares of the series
                  of stock designated "Series A Cumulative Preferred Stock" are
                  outstanding, and none will be issued subject to the
                  Certificate of Designations filed with respect to such series
                  on May 13, 1998; and when a certificate setting forth this
                  resolution becomes effective, it shall have the effect of
                  eliminating from the Certificate of Incorporation all 
<PAGE>   90
                                                                    Exhibit 3(b)
                                                                         Part 10

                  matters set forth in the Certificate of Designations with
                  respect to Series A Cumulative Preferred Stock.

                  IN WITNESS WHEREOF, this Certificate of Elimination has been
executed on behalf of the Corporation by its Secretary and attested by its
Assistant Secretary this first day of March, 1999.

                                                 OXFORD HEALTH PLANS, INC.



                                                 By: /s/ JEFFERY H. BOYD
                                                    Jeffrey H. Boyd
                                                    Executive Vice President,
                                                    Secretary and General
                                                    Counsel

Attest:



/s/ JON RICHARDSON
Name: Jon Richardson
Title: Special Counsel to CEO, Assistant Secretary


                                      -2-