<PAGE>   1

                                   EXHIBIT 3.1


<PAGE>   2



                          CERTIFICATE OF INCORPORATION

                                       OF

                            PINNACLE BANCSHARES, INC.


                                    ARTICLE I

                                      Name

            The name of the corporation is Pinnacle Bancshares, Inc.
                          (herein the "Corporation").


                                   ARTICLE II

                                Registered Office

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

                                   ARTICLE III

                                     Powers

         The purpose for which the Corporation is organized is to act as a
savings institution holding company and to transact all other lawful business
for which corporations may be incorporated pursuant to the laws of the State of
Delaware. The Corporation shall have all the powers of a corporation organized
under the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

                                      Term

         The Corporation is to have perpetual existence.

                                    ARTICLE V

                                  Incorporator

         The name and mailing address of the incorporator are as follows:

                  Name                          Mailing Address
                  ----                          ---------------

         Robert B. Nolen, Jr.                   1811 Second Avenue
                                                Jasper, Alabama  35502-1388


                                       1
<PAGE>   3


                                   ARTICLE VI

                                Initial Directors

         The number of directors constituting the initial board of directors of
the Corporation is eleven (11), and the names and addresses of the persons who
are to serve as directors until their successors are elected and qualified,
together with the classes of directorships to which such persons have been
assigned, are:
<TABLE>
<CAPTION>

                Name                               Address                                Class
                ----                               -------                                -----
         <S>                              <C>                                                <C>
         James W. Cannon                  1811 Second Avenue
                                          Jasper, Alabama  35502-1388                        I
         Robert  B. Nolen, Jr.            1811 Second Avenue
                                          Jasper, Alabama  35502-1388                        I
         Max W. Perdue                    1811 Second Avenue
                                          Jasper, Alabama  35502-1388                        I
         Carlton Mayhall, Jr.             1811 Second Avenue
                                          Jasper, Alabama  35502-1388                        I
         Melvin R. Kacharos               1811 Second Avenue
                                          Jasper, Alabama  35502-1388                        II
         John D. Baird                    1811 Second Avenue
                                          Jasper, Alabama  35502-1388                        II
         Greg Batchelor                   1811 Second Avenue
                                          Jasper, Alabama  35502-1388                        II
         O. H. Brown                      1811 Second Avenue
                                          Jasper, Alabama  35502-1388                        III
         Sam W. Murphy                    1811 Second Avenue
                                          Jasper, Alabama  35502-1388                        III
         Al H. Simmons                    1811 Second Avenue
                                          Jasper, Alabama  35502-1388                        III
         J. T. Waggoner                   1811 Second Avenue
                                          Jasper, Alabama  35502-1388                        III
</TABLE>

                                   ARTICLE VII

                                  Capital Stock

         The aggregate number of shares of all classes of capital stock which
the Corporation has authority to issue is 2,500,000 of which 2,400,000 are to be
shares of common stock, $.01 par value per share, and of which 100,000 are to be
shares of serial preferred stock, $.01 par value per share. The shares may be
issued by the Corporation from time to time as approved by the board of
directors of the Corporation without the approval of the stockholders except as
otherwise provided in this Article VII or the rules of a national securities
exchange if applicable. The consideration for the issuance of the shares shall
be paid to or received by the Corporation in full before their issuance and
shall not be less than the par value per share. The consideration for the
issuance of the shares shall be cash, services rendered, personal property
(tangible or intangible), real property, leases of real property or any
combination of the foregoing. In the absence of actual fraud in the transaction,
the judgment of the board of directors as to the value of such consideration
shall be conclusive. Upon payment of such consideration such shares shall be
deemed to be fully paid and nonassessable. In the case of a stock dividend, the
part of the surplus of the Corporation which is transferred to stated capital
upon the issuance of shares as a stock dividend shall be deemed to be the
consideration for their issuance.



                                       2
<PAGE>   4

         A description of the different classes and series (if any) of the
Corporation's capital stock, and a statement of the relative powers,
designations, preferences and rights of the shares of each class and series (if
any) of capital stock, and the qualifications, limitations or restrictions
thereof, are as follows:

         A.       Common Stock. Except as provided in this Certificate, the
holders of the common stock shall exclusively possess all voting power. Each
holder of shares of common stock shall be entitled to one vote for each share
held by such holder, except as otherwise expressly set forth in this
Certificate.

         Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class of stock having
preference over the common stock as to the payment of dividends, the full amount
of dividends and sinking fund or retirement fund or other retirement payments,
if any, to which such holders are respectively entitled in preference to the
common stock, then dividends may be paid on the common stock, and on any class
or series of stock entitled to participate therewith as to dividends, out of any
assets legally available for the payment of dividends, but only when and as
declared by the board of directors of the Corporation.

         In the event of any liquidation, dissolution or winding up of the
Corporation, after there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class having preference
over the common stock in any such event, the full preferential amounts to which
they are respectively entitled, the holders of the common stock and of any class
or series of stock entitled to participate therewith, in whole or in part, as to
distribution of assets shall be entitled, after payment or provision for payment
of all debts and liabilities of the Corporation, to receive the remaining assets
of the Corporation available for distribution, in cash or in kind.

         Each share of common stock shall have the same relative powers,
preferences and rights as, and shall be identical in all respects with, all the
other shares of common stock of the Corporation, except as otherwise expressly
set forth in this Certificate.

         B.       Serial Preferred Stock. Except as provided in this
Certificate, the board of directors of the Corporation is authorized, by
resolution or resolutions from time to time adopted, to provide for the issuance
of serial preferred stock in series and to fix and state the powers,
designations, preferences and relative, participating, optional or other special
rights of the shares of each such series, and the qualifications, limitations or
restrictions thereof, including, but not limited to determination of any of the
following:

         (1)      the distinctive serial designation and the number of shares
                  constituting such series;

         (2)      the dividend rates or the amount of dividends to be paid on
                  the shares of such series, whether dividends shall be
                  cumulative and, if so, from which date or dates, the payment
                  date or dates for dividends, and the participating or other
                  special rights, if any, with respect to dividends;

         (3)      the voting powers, full or limited, if any, of the shares of
                  such series;

         (4)      whether the shares of such series shall be redeemable and, if
                  so, the price or prices at which, and the terms and conditions
                  upon which such shares may be redeemed;

         (5)      the amount or amounts payable upon the shares of such series
                  in the event of voluntary or involuntary liquidation,
                  dissolution or winding up of the Corporation;

         (6)      whether the shares of such series shall be entitled to the
                  benefits of a sinking or retirement fund to be applied to the
                  purchase or redemption of such shares, and, if so entitled,
                  the amount of such 


                                       3
<PAGE>   5

                  fund and the manner of its application, including the price or
                  prices at which such shares may be redeemed or purchased
                  through the application of such funds;

         (7)      whether the shares of such series shall be convertible into,
                  or exchangeable for, shares of any other class or classes or
                  any other series of the same or any other class or classes of
                  stock of the Corporation and, if so convertible or
                  exchangeable, the conversion price or prices, or the rate or
                  rates of exchange, and the adjustments thereof, if any, at
                  which such conversion or exchange may be made, and any other
                  terms and conditions of such conversion or exchange;

         (8)      the subscription or purchase price and form of consideration
                  for which the shares of such series shall be issued; and

         (9)      whether the shares of such series which are redeemed or
                  converted shall have the status of authorized but unissued
                  shares of serial preferred stock and whether such shares may
                  be reissued as shares of the same or any other series of
                  serial preferred stock.

         Each share of each series of serial preferred stock shall have the same
relative powers, preferences and rights as, and shall be identical in all
respects with, all the other shares of the Corporation of the same series,
except as otherwise expressly set forth in this Certificate.

                                  ARTICLE VIII

                                Preemptive Rights

         No holder of any of the shares of any class or series of stock or of
options, warrants or other rights to purchase shares of any class or series of
stock or of other securities of the Corporation shall have any preemptive right
to purchase or subscribe for any unissued stock of any class or series, or any
unissued bonds, certificates of indebtedness, debentures or other securities
convertible into or exchangeable for stock of any class or series or carrying
any right to purchase stock of any class or series; but any such unissued stock,
bonds, certificates or indebtedness, debentures or other securities convertible
into or exchangeable for stock or carrying any right to purchase stock may be
issued pursuant to resolution of the board of directors of the Corporation to
such persons, firms, corporations or associations, whether or not holders
thereof, and upon such terms as may be deemed advisable by the board of
directors in the exercise of its sole discretion.

                                   ARTICLE IX

                              Repurchase of Shares

         The Corporation may from time to time, pursuant to authorization by the
board of directors of the Corporation and without action by the stockholders,
purchase or otherwise acquire shares of any class, bonds debentures, notes,
scrip, warrants, obligations, evidences of indebtedness, or other securities of
the Corporation in such manner, upon such terms, and in such amounts as the
board of directors shall determine; subject, however, to such limitations or
restrictions, if any, as are contained in the express terms of any class of
shares of the Corporation outstanding at the time of the purchase or acquisition
in question or as are imposed by law.

                                    ARTICLE X

                   Meetings of Stockholders; Cumulative Voting

         A. Notwithstanding any other provision of this Certificate or the
bylaws of the Corporation, no action required to be taken or which may be taken
at any annual or special meeting of stockholders of the 


                                       4
<PAGE>   6

Corporation may be taken without a meeting, and the power of stockholders to
consent in writing, without a meeting, to the taking of any action is
specifically denied.

         B.       Special meetings of the stockholders of the Corporation for
any purpose or purposes may be called at any time by the board of directors of
the Corporation, or by a committee of the board of directors which has been duly
designated by the board of directors and whose powers and authorities, as
provided in a resolution of the board of directors or in the bylaws of the
Corporation, include the power and authority to call such meetings, but such
special meetings may not be called by any other person or persons.

         C.       There shall be no cumulative voting by stockholders of any
class or series in the election of directors of the Corporation.

         D.       Meetings of stockholders may be held at such place as the
bylaws may provide.

                                   ARTICLE XI

                      Notice for Nominations and Proposals

         A.       Nominations for the election of directors and proposals for
any new business to be taken up at any annual or special meeting of stockholders
may be made by the board of directors of the Corporation or by any stockholder
of the Corporation entitled to vote generally in the election of directors. In
order for a stockholder of the Corporation to make any such nominations and/or
proposals, he or she shall give notice thereof in writing, delivered or mailed
by first class United States mail, postage prepaid, to the Secretary of the
Corporation not less than thirty days nor more than sixty days prior to the date
of any such meeting; provided, however, that if less than forty days' notice of
the meeting is given to stockholders, such written notice shall be delivered or
mailed, as prescribed, to the Secretary of the Corporation not later than the
close of business on the tenth day following the day on which notice of the
meeting was mailed to stockholders. Each such notice given by a stockholder with
respect to nominations for the election of directors shall set forth (i) the
name, age, business address and, if known, residence address of each nominee
proposed in such notice, (ii) the principal occupation or employment of each
such nominee, and (iii) the number of shares of stock of the Corporation which
are beneficially owned by each such nominee. In addition, the stockholder making
such nomination shall promptly provide any other information reasonably
requested by the Corporation.

         B.       Each such notice given by a stockholder to the Secretary with
respect to business proposals to be brought before a meeting shall set forth in
writing as to each matter: (i) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting; (ii) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business; (iii) the class and number of shares
of the Corporation which are beneficially owned by the stockholder; and (iv) any
material interest of the stockholder in such business. Notwithstanding anything
in this Certificate to the contrary, no new business shall be conducted at the
meeting except in accordance with the procedures set forth in this Article.

         C.       The Chairman of the annual or special meeting of stockholders
may, if the facts warrant, determine and declare to such meeting that a
nomination or proposal was not made in accordance with the foregoing procedure,
and, if he should so determine, he shall so declare to the meeting and the
defective nomination or proposal shall be disregarded and laid over for action
at the next succeeding special or annual meeting of the stockholders taking
place thirty days or more thereafter. This provision shall not require the
holding of any adjourned or special meeting of stockholders for the purpose of
considering such defective nomination or proposal.



                                       5
<PAGE>   7

                                   ARTICLE XII

                                    Directors

         A.       Number; Vacancies. The number of directors of the Corporation
shall be such number, not less than five (5) nor more than fifteen (15)
(exclusive of directors, if any, to be elected by holders of preferred stock of
the Corporation, voting separately as a class), as shall be set forth from time
to time by action by the board of directors, provided that no action shall be
taken to decrease or increase the number of directors unless at least two-thirds
of the directors then in office shall concur in said action. Vacancies in the
board of directors of the Corporation, however caused, and newly created
directorships shall be filled by a vote of two-thirds of the directors then in
office, whether or not a quorum, and any director so chosen shall hold office
for a term expiring at the annual meeting of stockholders at which the term of
the class to which the director has been chosen expires and when the director's
successor is elected and qualified.

         B.       Classified Board. The board of directors of the Corporation
shall be divided into three classes of directors which shall be designated Class
I, Class II and Class III. The members of each class shall be elected for a term
of three years and until their successors are elected and qualified. Such
classes shall be as nearly equal in number as the then total number of directors
constituting the entire board of directors shall permit, with the terms of
office of all members of one class expiring each year. Subject to the provisions
of this Article XII, should the number of directors not be equally divisible by
three, the excess director or directors shall be assigned to Classes I or II as
follows: (i) if there shall be an excess of one directorship over a number
equally divisible by three, such extra directorship shall be classified in Class
I; and (ii) if there be an excess of two directorships over a number equally
divisible by three, one shall be classified in Class I and the other in Class
II. At the first annual meeting of stockholders, directors of Class I shall be
elected to hold office for a term expiring at the third succeeding annual
meeting thereafter. At the second annual meeting of stockholders, directors of
Class II shall be elected to hold office for a term expiring at the third
succeeding annual meeting thereafter. At the third annual meeting of
stockholders, directors of Class III shall be elected to hold office for a term
expiring at the third succeeding annual meeting thereafter. Thereafter, at each
succeeding annual meeting, directors of each class shall be elected for three
year terms. Notwithstanding the foregoing, the director whose term shall expire
at any annual meeting shall continue to serve until such time as his successor
shall have been duly elected and shall have qualified unless his position on the
board of directors shall have been abolished by action taken to reduce the size
of the board of directors prior to said meeting.

         Should the number of directors of the Corporation be reduced, the
directorship(s) eliminated shall be allocated among classes as appropriate so
that the number of directors in each class is as specified in the immediately
preceding paragraph. The board of directors shall designate, by the name of the
incumbent(s), the position(s) to be abolished. Notwithstanding the foregoing, no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director. Should the number of directors of the Corporation be
increased, the additional directorships shall be allocated among classes as
appropriate so that the number of directors in each class is as specified in the
immediately preceding paragraph.

         Whenever the holders of any one or more series of preferred stock of
the Corporation shall have the right, voting separately as a class, to elect one
or more directors of the Corporation, the board of directors shall consist of
said directors so elected in addition to the number of directors fixed as
provided in this Article XII. Notwithstanding the foregoing, and except as
otherwise may be required by law or by the terms and provisions of the preferred
stock of the Corporation, whenever the holders of any one or more series of
preferred stock of the Corporation shall have the right, voting separately as a
class, to elect one or more directors of the Corporation, the terms of the
director or directors elected by such holders shall expire at the next
succeeding annual meeting of stockholders.



                                       6
<PAGE>   8

                                  ARTICLE XIII

                              Removal of Directors

         Notwithstanding any other provision of this Certificate or the bylaws
of the Corporation, any director or the entire board of directors of the
Corporation may be removed, at any time, but only for cause and only by the
affirmative vote of the holders of at least 80% of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a meeting of the
stockholders called for that purpose. Notwithstanding the foregoing, whenever
the holders of any one or more series of preferred stock of the Corporation
shall have the right, voting separately as a class, to elect one or more
directors of the Corporation, the preceding provisions of this Article XIII
shall not apply with respect to the director or directors elected by such
holders of preferred stock.

                                   ARTICLE XIV

                    Approval of Certain Business Combinations

         The stockholder vote required to approve Business Combinations (as
hereinafter defined) shall be as set forth in this section.

         A. (1)   Except as otherwise expressly provided in this Article
         XIV, the affirmative vote of the holders of (i) at least 80% of the
         outstanding shares entitled to vote thereon (and, if any class or
         series of shares is entitled to vote thereon separately, the
         affirmative vote of the holders of at least 80% of the outstanding
         shares of each such class or series), and (ii) at least a majority of
         the outstanding shares entitled to vote thereon, not including shares
         deemed beneficially owned by a Related Person (as hereinafter defined),
         shall be required in order to authorize any of the following:

                  (a) any merger or consolidation of the Corporation with or
            into a Related Person (as hereinafter defined);

                  (b) any sale, lease, exchange, transfer or other disposition,
            including without limitation, a mortgage, or any other capital
            device, of all or any Substantial Part (as hereinafter defined) of
            the assets of the Corporation (including without limitation any
            voting securities of a subsidiary) or of a subsidiary, to a Related
            Person;

                  (c) any merger or consolidation of a Related Person with
            or into the Corporation or a subsidiary of the Corporation;

                  (d) any sale, lease, exchange, transfer or other
            disposition of all or any Substantial Part of the assets of a
            Related Person to the Corporation or a subsidiary of the
            Corporation;

                  (e) the issuance of any securities of the Corporation or
            a subsidiary of the Corporation to a Related Person;

                  (f) the acquisition by the Corporation or a subsidiary
            of the Corporation of any securities of a Related Person;

                  (g) any reclassification of the common stock of the
            Corporation, or any recapitalization involving the common stock of
            the Corporation; and



                                       7
<PAGE>   9

                  (h) any agreement, contract or other arrangement
            providing for any of the transactions described in this Article XIV.

            (2) Such affirmative vote shall be required notwithstanding any
      other provision of this Certificate, any provision of law, or any
      agreement with any regulatory agency or national securities exchange which
      might otherwise permit a lesser vote or no vote.

            (3) The term "Business Combination" as used in this Article XIV
      shall mean any transaction which is referred to in any one or more of
      subparagraphs A(l)(a) through (h) above.

      B.    The provisions of paragraph A shall not be applicable to any
particular Business Combination, and such Business Combination shall require
only such affirmative vote as is required by any other provision of this
certificate, any provision of law, or any agreement with any regulatory agency
or national securities exchange, if the Business Combination shall have been
approved by a two-thirds vote of the Continuing Directors (as hereinafter
defined); provided, however, that such approval shall only be effective if
obtained at a meeting at which a Continuing Director Quorum (as hereinafter
defined) is present.

      C.    For the purposes of this Article XIV the following definitions
apply:

            (1) The term "Related Person" shall mean and include (a) any
      individual, corporation, partnership or other person or entity which
      together with its "affiliates" (as that term is defined in Rule 12b-2 of
      the General Rules and Regulations under the Securities Exchange Act of
      1934, as amended), "beneficially owns" (as that term is defined in Rule
      13d-3 of the General Rules and Regulations under the Securities Exchange
      Act of 1934, as amended) in the aggregate 10% or more of the outstanding
      shares of the common stock of the Corporation; and (b) any "affiliate" (as
      that term is defined in Rule 12b-2 under the Securities Exchange Act of
      1934, as amended) of any such individual, corporation, partnership or
      other person or entity. Without limitation, any shares of the common stock
      of the Corporation which any Related Person has the right to acquire
      pursuant to any agreement, or upon exercise or conversion rights, warrants
      or options or otherwise, shall be deemed "beneficially owned" by such
      Related Person.

            (2) The term "Substantial Part" shall mean more than 25% of the
      total assets of the Corporation, as of the end of its most recent fiscal
      year ending prior to the time the determination is made.

            (3) The term "Continuing Director" shall mean any member of the
      board of directors of the Corporation who is unaffiliated with the Related
      Person and was a member of the board prior to the time that the Related
      Person became a Related Person, and any successor of a Continuing Director
      who is unaffiliated with the Related Person and is recommended to succeed
      a Continuing Director by a majority of Continuing Directors then on the
      board.

            (4) The term "Continuing Director Quorum" shall mean two-thirds of
      the Continuing Directors capable of exercising the powers conferred on
      them.

                                   ARTICLE XV

                       Evaluation of Business Combinations

      In connection with the exercise of its judgment in determining what is
in the best interests of the Corporation and of the shareholders, when
evaluating a Business Combination (as defined in Article XIV) or a tender or
exchange offer, the board of directors of the Corporation may, in addition to
considering the adequacy of the amount to be paid in connection with any such
transaction, consider all of the following factors and any other 



                                       8
<PAGE>   10

factors which it deems relevant; (i) the social and economic effects of the
transaction on the Corporation and its subsidiaries, employees, depositors, loan
and other customers, creditors and other elements of the communities in which
the Corporation and its subsidiaries operate or are located; (ii) the business
and financial condition and earnings prospects of the acquiring person or
entity, including, but not limited to, debt service and other existing financial
obligations, financial obligations to be incurred in connection with the
acquisition and other likely financial obligations of the acquiring person or
entity and the possible effect of such conditions upon the Corporation and its
subsidiaries and the other elements of the communities in which the Corporation
and its subsidiaries operate or are located; and (iii) the competence,
experience, and integrity of the acquiring person or entity and its or their
management.

                                   ARTICLE XVI

                                 Indemnification

      A.    Persons. The Corporation shall indemnify, to the extent provided
in paragraphs B, D or F:

            (1) any person who is or was a director, officer, employee, or agent
      of the Corporation; and

            (2) any person who serves or served at the Corporation's request as
      a director, officer, employee, agent, partner or trustee of another
      corporation, partnership, joint venture, trust or other enterprise.

      B.    Extent -- Derivative Suits. In case of a threatened, pending or
completed action or suit by or in the right of the Corporation against a person
named in paragraph A by reason of his holding a position named in paragraph A,
the Corporation shall indemnify him if he satisfies the standard in paragraph C,
for expenses (including attorneys' fees but excluding amounts paid in
settlement) actually and reasonably incurred by him in connection with the
defense or settlement of the action or suit.

      C.    Standard -- Derivative Suits. In case of a threatened, pending or
completed action or suit by or in the right of the Corporation, a person named
in paragraph A shall be indemnified only if:

            (1) he is successful on the merits or otherwise; or

            (2) he acted in good faith in the transaction which is the subject
      of the suit or action, and in a manner he reasonably believed to be in, or
      not opposed to, the best interests of the Corporation, including, but not
      limited to, the taking of any and all actions in connection with the
      Corporation's response to any tender offer or any offer or proposal of
      another party to engage in a Business Combination (as defined in Article
      XIV) not approved by the board of directors. However, he shall not be
      indemnified in respect of any claim, issue or matter as to which he has
      been adjudged liable to the Corporation unless (and only to the extent
      that) the court in which the suit was brought shall determine, upon
      application, that despite the adjudication but in view of all the
      circumstances, he is fairly and reasonably entitled to indemnity for such
      expenses as the court shall deem proper.

      D.    Extent -- Nonderivative Suits. In case of a threatened, pending
or completed suit, action or proceeding (whether civil, criminal, administrative
or investigative), other than a suit by or in the right of the Corporation,
together hereafter referred to as a nonderivative suit, against a person named
in paragraph A by reason of his holding a position named in paragraph A, the
Corporation shall indemnify him if he satisfies the standard in paragraph E, for
amounts actually and reasonably incurred by him in connection with the defense
or settlement of the nonderivative suit, including, but not limited to (i)
expenses (including attorneys' fees), (ii) amounts paid in settlement, (iii)
judgments, and (iv) fines.


                                       9
<PAGE>   11


      E.    Standard -- Nonderivative Suits. In case of a nonderivative suit,
a person named in paragraph A shall be indemnified only if:

            (1) he is successful on the merits or otherwise; or

            (2) he acted in good faith in the transaction which is the subject
      of the nonderivative suit and in a manner he reasonably believed to be in,
      or not opposed to, the best interests of the Corporation, including, but
      not limited to, the taking of any and all actions in connection with the
      Corporation's response to any tender offer or any offer or proposal of
      another party to engage in a Business Combination (as defined in Article
      XIV) not approved by the board of directors and, with respect to any
      criminal action or proceeding, he had no reasonable cause to believe his
      conduct was unlawful. The termination of a nonderivative suit by judgment,
      order, settlement, conviction, or upon a plea of nolo contendere or its
      equivalent shall not, in itself, create a presumption that the person
      failed to satisfy the standard of this subparagraph E(2).

      F.    Determination That Standard Has Been Met. A determination that
the standard of paragraph C or E has been satisfied may be made by a court, or,
except as stated in subparagraph C(2) (second sentence), the determination may
be made by:

            (1) the board of directors by a majority vote of a quorum consisting
      of directors of the Corporation who were not parties to the action, suit
      or proceeding; or

            (2) independent legal counsel (appointed by a majority of the
      disinterested directors of the Corporation, whether or not a quorum) in a
      written opinion; or

            (3) the stockholders of the Corporation.

      G.    Proration. Anyone making a determination under paragraph F may
determine that a person has met the standard as to some matters but not as to
others, and may reasonably prorate amounts to be indemnified.

      H.    Advance Payment. The Corporation shall pay in advance any
expenses (including attorneys' fees) which may become subject to indemnification
under paragraphs A through G if:

            (1) the board of directors authorizes the specific payment; and

            (2) the person receiving the payment undertakes in writing to repay
      the same if it is ultimately determined that he is not entitled to
      indemnification by the Corporation under paragraphs A through G.

      I.    Nonexclusive. The indemnification and advance payment of expenses
provided by paragraphs A through H shall not be exclusive of any other rights to
which a person may be entitled by law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

      J.    Continuation. The indemnification provided by this Article XVI
shall be deemed to be a contract between the Corporation and the persons
entitled to indemnification thereunder, and any repeal or modification of this
Article XVI shall not affect any rights or obligations then existing with
respect to any state of facts then or theretofore existing or any action, suit
or proceeding theretofore or thereafter brought based in whole or in part upon
any such state of facts. The indemnification and advance payment provided by
paragraphs A through H shall continue as to a person who has ceased to hold a
position named in paragraph A and shall inure to his heirs, executors and
administrators.




                                       10
<PAGE>   12

      K.    Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who holds or who has held any position named in paragraph
A, against any liability incurred by him in any such position, or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A through H.

      L.    Intention and Savings Clause. It is the intention of this Article
XVI to provide for indemnification to the fullest extent permitted by the
General Corporation Law of the State of Delaware, and this Article XVI shall be
interpreted accordingly. If this Article XVI or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article XVI that shall
not have been invalidated and to the full extent permitted by applicable law. If
the General Corporation Law of the State of Delaware is amended, or other
Delaware law is enacted, to permit further or additional indemnification of the
persons defined in paragraph A of this Article XVI, then the indemnification of
such persons shall be to the fullest extent permitted by the General Corporation
Law of the State of Delaware, as so amended, or such other Delaware law.

                                  ARTICLE XVII

                       Limitations on Directors' Liability

      A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except: (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions that are not
in good faith or that involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived any
improper personal benefit. If the General Corporation Law of the State of
Delaware or other Delaware law is amended or enacted after the date of filing of
this Certificate to further eliminate or limit the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General Corporation
Law of the State of Delaware, as so amended, or such other Delaware law. Any
repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.

                                  ARTICLE XVIII

                               Amendment of Bylaws

      In furtherance and not in limitation of the powers conferred by statute,
the board of directors of the Corporation is expressly authorized to adopt,
repeal, alter, amend and rescind the bylaws of the Corporation by a vote of
two-thirds of the board of directors. Notwithstanding any other provision of
this Certificate or the bylaws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law), the bylaws shall not be
adopted, repealed, altered, amended or rescinded by the stockholders of the
Corporation except by the vote of the holders of not less than 80% of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this purpose as one
class) cast at a meeting of the stockholders called for that purpose (provided
that notice of such proposed adoption, repeal, alteration, amendment or
rescission is included in the notice of such meeting), or, as set forth above,
by the board of directors.



                                       11
<PAGE>   13


                                   ARTICLE XIX

                    Amendment of Certificate of Incorporation

      The Corporation reserves the right to repeal, alter, amend or rescind any
provision contained in this Certificate in the manner now or hereafter
prescribed by law, and all rights conferred on stockholders herein are granted
subject to this reservation. Notwithstanding the foregoing, the provisions set
forth in Articles X, XI, XII, XIII, XIV, XV, XVI, XVII, XVIII and this Article
XIX may not be repealed, altered, amended or rescinded in any respect unless the
same is approved by the affirmative vote of the holders of not less than 80% of
the outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this purpose as a single
class) cast at a meeting of the stockholders called for that purpose (provided
that notice of such proposed repeal, alteration, amendment or rescission is
included in the notice of such meeting); except that such repeal, alteration,
amendment or rescission may be made by the affirmative vote of the holders of a
majority of the outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors (considered for this purpose as a
single class) if the same is first approved by a majority of the Continuing
Directors, as defined in Article XIV of this Certificate.

      I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true and
accordingly have hereunto set my hand this 29th day of August, 1996.


                                                     /s/ Robert B. Nolen, Jr.
                                                     ------------------------
                                                     Robert B. Nolen, Jr.
                                                     Incorporator


Attest:  
       ---------------------




                                       12