<PAGE>   1
                                                                EXHIBIT (3)-1


                  THIRD RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               MEDPARTNERS, INC.


         MEDPARTNERS, INC., a corporation organized and existing under and by
virtue of the Delaware General Corporation Law ("DGCL"), does hereby certify
that:

         The present name of the corporation is MedPartners, Inc.
("Corporation");

         The date of filing of the original Certificate of Incorporation of the
Corporation with the Delaware Secretary of State was August 14, 1995, under the
name MedPartners/Mullikin, Inc.;

         The date of filing of the Restated Certificate of Incorporation of the
Corporation with the Delaware Secretary of State was November 29, 1995;

         The date of filing of the Certificate of Correction of Restated
Certificate of Incorporation of the Corporation with the Delaware Secretary of
State was May 13, 1996;

         The date of filing of the Second Amended and Restated Certificate of
Incorporation of the Corporation with the Delaware Secretary of State was May
13, 1996;

         The date of filing of a Certificate of Amendment to Second Amended and
Restated Certificate of Incorporation of the Corporation with the Delaware
Secretary of State was September 5, 1996; and

         The date of filing of a Certificate of Amendment to Second Amended and
Restated Certificate of Incorporation of the Corporation with the Delaware
Secretary of State was December 13, 1996.

         The provisions of the Second Amended and Restated Certificate of
Incorporation, as previously amended, are hereby restated and integrated into
the single instrument which is hereinafter set forth, and which is entitled
Third Restated Certificate of Incorporation of MedPartners, Inc., without any
further amendment and without any discrepancy between the provisions of the
Second Amended and Restated Certificate of Incorporation, as previously
amended, and the provisions of the said single instrument hereinafter set
forth.

         The Board of Directors of the Corporation duly adopted this Third
Restated Certificate of Incorporation pursuant to the provisions of Section 245
of the DGCL in the form set forth as follows:


                                   ARTICLE I

         The name of the Corporation is MedPartners, Inc.
<PAGE>   2

                                   ARTICLE II

         The address of the Corporation's registered office in the State of
Delaware is The Prentice-Hall Corporation System, Inc. at 1013 Centre Road, in
the City of Wilmington, County of New Castle.  The Registered Agent in charge
thereof is The Prentice-Hall Corporation System, Inc.


                                  ARTICLE III

         The purposes of the Corporation are to engage in any lawful act or
activity for which corporations may be organized under the DGCL, including but
not limited to the following:

         SECTION 3.1      To engage in any lawful act or activity for which
corporations may be organized under the DGCL;

         SECTION 3.2      To manufacture, purchase or otherwise acquire, invest
in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of,
trade, deal in and deal with goods, wares and merchandise and personal property
of every class and description;

         SECTION 3.3      To acquire, and pay for in cash, stock or bonds of
this Corporation or otherwise, the goodwill, rights, assets and property, and
to undertake or assume the whole or any part of the obligations or liabilities
of any person, firm, association or corporation;

         SECTION 3.4      To acquire, hold, use, sell, assign, lease, grant
licenses in respect of, mortgage or otherwise dispose of letters patent of the
United States or any foreign country, patent rights, licenses and privileges,
inventions, improvements and processes, copyrights, trademarks and trade names,
relating to or useful in connection with any business of this Corporation;

         SECTION 3.5      To acquire by purchase, subscription or otherwise,
and to receive, hold, own, guarantee, sell, assign, exchange, transfer,
mortgage, pledge or otherwise dispose of or deal in and with any of the shares
of the capital stock, or any voting trust certificates in respect of the shares
of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust
receipts, and other securities, obligations, choses in action and evidences of
indebtedness or interest issued or created by any corporations, joint stock
companies, syndicates, associations, firms, trusts or persons, public or
private, or by the government of the United States of America, or by any
foreign government, or by any state, territory, province, municipality or other
political subdivision or by any governmental agency, and as owner thereto to
possess and exercise all the rights, powers and privileges of ownership,
including the right to execute consents and vote thereon, and to do any and all
acts and things necessary or advisable for the preservation, protection,
improvement and enhancement in value thereof;

         SECTION 3.6      To borrow or raise money for any of the purposes of
the Corporation and, from time to time without limit as to amount, to draw,
make, accept, endorse, execute and issue promissory notes, drafts, bills of
exchange, warrants, bonds, debentures and other negotiable or non-negotiable
instruments and evidences of indebtedness, and to secure the payment of any
thereof and





                                       2
<PAGE>   3

of the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the Corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the Corporation for its corporate
purposes;

         SECTION 3.7      To purchase, receive, take by grant, gift, devise,
bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ,
use and otherwise deal in and with real or personal property, or any interest
therein, wherever situated, and to sell, convey, lease, exchange, transfer or
otherwise dispose of, or mortgage or pledge, all or any of the Corporation's
property and assets, or any interest therein, wherever situated; and

         SECTION 3.8      In general, to possess and exercise all the powers
and privileges granted by the DGCL or by any other law of Delaware or by this
Certificate of Incorporation together with any powers incidental thereto, so
far as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the Corporation.

         SECTION 3.9      The business and purposes specified in the foregoing
clauses shall, except where otherwise expressed, be in nowise limited or
restricted by reference to, or inference from, the terms of any other clause in
this Certificate of Incorporation, but the business and purposes specified in
each of the foregoing clauses of this Article shall be regarded as an
independent business and purpose.


                                   ARTICLE IV

         SECTION 4.1      AUTHORIZATION OF CAPITAL.  The total number of shares
of all classes of capital stock which the Corporation shall have authority to
issue is Four Hundred Ten Million (410,000,000) shares, comprised of (a) Four
Hundred Million (400,000,000) shares of Common Stock, with a par value of $.001
per share; (b) Five Hundred Thousand (500,000) shares of Series C Junior
Participating Preferred Stock (the "Series C Preferred Stock"), with a par
value of $.001 per share; and (c) Nine Million Five Hundred Thousand
(9,500,000) shares of such other Preferred Stock, with a par value of $.001 per
share, as the Board of Directors may decide to issue pursuant to Section 4.3,
which constitutes a total authorized capital of all classes of capital stock of
Four Hundred Ten Thousand Dollars ($410,000.00).

         A description of the respective classes of stock and a statement of
the designations, preferences, voting powers, relative, participating, optional
or other special rights and privileges, and the qualifications, limitations and
restrictions of the Series C Preferred Stock, such other Preferred Stock as the
Board of Directors may by resolution or resolutions decide to issue, and the
Common Stock are as follows:

         SECTION 4.2      SERIES C PREFERRED STOCK.

                 (a)      Voting Rights.  The holders of shares of Series C
Preferred Stock shall have the following voting rights:





                                       3
<PAGE>   4

                          (1)     Subject to the provisions for adjustment
hereinafter set forth, each share of Series C Preferred Stock shall entitle the
holder thereof to one hundred (100) votes on all matters submitted to a vote of
the stockholders of the Corporation.  In the event the Corporation shall at any
time after the Rights Declaration Date (as defined in subsection 4.2(b)) (i)
declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the number of
votes per share to which holders of shares of Series C Preferred Stock were
entitled immediately prior to such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

                          (2)     Except as otherwise provided herein or by
law, the holders of shares of Series C Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.

                          (3)     (A)      If at any time dividends on any
Series C Preferred Stock shall be in arrears in an amount equal to six (6)
quarterly dividends thereon, the occurrence of such contingency shall mark the
beginning of a period (herein called a "default period") which shall extend
until such time when all accrued and unpaid dividends for all previous
quarterly dividend periods and for the current quarterly dividend period on all
shares of Series C Preferred Stock then outstanding shall have been declared
and paid or set apart for payment.  During each default period, all holders of
Preferred Stock (including holders of the Series C Preferred Stock) with
dividends in arrears in an amount equal to six (6) quarterly dividends thereon,
voting as a class irrespective of series, shall have the right to elect two (2)
Directors.

                                  (B)      During any default period, such
voting right of the holders of Series C Preferred Stock may be exercised
initially at a special meeting called pursuant to subsection 4.2(a)(3)(C) or at
any annual meeting of stockholders, and thereafter at annual meetings of
stockholders, provided that such voting right shall not be exercised unless the
holders of ten percent (10%) in number of shares of Series C Preferred Stock
outstanding shall be present in person or by proxy.  The absence of a quorum of
the holders of Common Stock shall not affect the exercise by the holders of
Series C Preferred Stock of such voting right.  At any meeting at which the
holders of Series C Preferred Stock shall exercise such voting right initially
during an existing default period, they shall have the right, voting as a
class, to elect Directors to fill such vacancies, if any, in the Board of
Directors as may then exist up to two (2) Directors or, if such right is
exercised at an annual meeting, to elect two (2) Directors.  If the number
which may be so elected at any special meeting does not amount to the required
number, the holders of the Series C Preferred Stock shall have the right to
make such increase in the number of Directors as shall be necessary to permit
the election by them of the required number.  After the holders of the Series C
Preferred Stock shall have exercised their right to elect Directors in any
default period and during the continuance of such period, the number of
Directors shall not be increased or decreased except by vote of the holders of
Series C Preferred Stock as herein provided or pursuant to the rights of any
equity securities ranking senior to or pari passu with the Series C Preferred
Stock.





                                       4
<PAGE>   5


                                  (C)      Unless the holders of Series C
Preferred Stock shall, during an existing default period, have previously
exercised their right to elect Directors, the Board of Directors may order, or
any stockholder or stockholders owning in the aggregate not less than ten
percent (10%) of the total number of shares of Series C Preferred Stock
outstanding, irrespective of series, may request, the calling of a special
meeting of the holders of Series C Preferred Stock, which meeting shall
thereupon be called by the President, a Vice President or the Secretary of the
Corporation.  Notice of such meeting and of any special meeting at which
holders of Series C Preferred Stock are entitled to vote pursuant to this
subsection 4.2(a)(3)(C) shall be given to each holder of record of Series C
Preferred Stock by mailing a copy of such notice to him at his last address as
the same appears on the books of the Corporation.  Such meeting shall be called
for a time not earlier than twenty (20) days and not later than sixty (60) days
after such order or request or, in default of the calling of such meeting
within sixty (60) days after such order or request, such meeting may be called
on similar notice by any stockholder or stockholders owning in the aggregate
not less than ten percent (10%) of the total number of shares of Preferred
Stock outstanding.  Notwithstanding the provisions of this subsection
4.2(a)(3)(C), no such special meeting shall be called during the period within
sixty (60) days immediately preceding the date fixed for the next annual
meeting of the stockholders.

                                  (D)      In any default period, the holders
of Common Stock, and other classes of stock of the Corporation if applicable,
shall continue to be entitled to elect the whole number of Directors until the
holders of Series C Preferred Stock shall have exercised their right to elect
two (2) Directors voting as a class, after the exercise of which right (x) the
Directors so elected by the holders of Series C Preferred Stock shall continue
in office until their successors shall have been elected by such holders or
until the expiration of the default period, and (y) any vacancy in the Board of
Directors may (except as provided in subsection 4.2(a)(3)(B) hereof) be filled
by vote of a majority of the remaining Directors theretofore elected by the
holders of the class of stock which elected the Director whose office shall
have become vacant.  References in this Section 4.2(a)(3)(D) to Directors
elected by the holders of a particular class of stock shall include Directors
elected by such Directors to fill vacancies as provided in clause (y) of the
foregoing sentence.

                                  (E)      Immediately upon the expiration of a
default period, (x) the right of the holders of Series C Preferred Stock as a
class to elect Directors shall cease, (y) the term of any Directors elected by
the holders of Series C Preferred Stock as a class shall terminate, and (z) the
number of Directors shall be such number as may be provided for in this
Certificate of Incorporation or the Bylaws of the Corporation, irrespective of
any increase made pursuant to the provisions of subsection 4.2(a)(3)(B) hereof
(such number being subject, however, to change thereafter in any manner
provided by law or in the Certificate of Incorporation or Bylaws).  Any
vacancies in the Board of Directors effected by the provisions of clauses (y)
and (z) in the preceding sentence may be filled by a majority of the remaining
Directors.

                          (4)     Except as set forth herein, holders of Series
C Preferred Stock shall have no special voting rights and their consent shall
not be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.





                                       5
<PAGE>   6


                 (b)      Dividends and Distribution.

                          (1)     The holders of shares of 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 purposes, quarterly dividends
payable in cash on the last day of March, June, September and December in each
year (each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series C Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a)
$.001 or (b) subject to the provision for adjustment hereinafter set forth, one
hundred (100) times the aggregate per share amount of all cash dividends, and
one hundred (100) times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock, since
the immediately preceding Quarterly Dividend Payment Date, or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series C Preferred Stock.  In the event the
Corporation shall, at any time after November 10, 1994 (the "Rights Declaration
Date"), (i) declare any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the amount to which holders of shares of Series C Preferred Stock were
entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

                          (2)     The Corporation shall declare a dividend or
distribution on the Series C Preferred Stock as provided in subsection
4.2(b)(1) hereof immediately after it declares a dividend or distribution on
the Common Stock (other than a dividend payable in shares of Common Stock);
provided that, in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $.001 per share on the Series C Preferred Stock shall nevertheless
be payable on such subsequent Quarterly Dividend Payment Date.

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





                                       6
<PAGE>   7

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 no more than thirty (30) days
prior to the date fixed for the payment thereof.

                 (c)      Restrictions.

                          (1)     Whenever quarterly dividends or other
dividends or distributions payable on the Series C Preferred Stock as provided
in subsection 4.2(b) hereof are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared, on shares of
Series C Preferred Stock outstanding shall have been paid in full, the
Corporation shall not

                                  (A)      declare or pay dividends on, make
any other distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series C Preferred Stock;

                                  (B)      declare or pay dividends on or make
any other distributions on 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 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;

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

                                  (D)      purchase or otherwise acquire for
consideration any shares of Series C Preferred Stock, or any shares of stock
ranking on a parity 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 upon such terms as the Board
of Directors, after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable treatment among
the respective series or classes.

                          (2)     The Corporation shall not permit any
subsidiary of the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless the Corporation
could, under subsection 4.2(c)(1) hereof, purchase or otherwise acquire such
shares at such time and in such manner.

                 (d)      Reacquired Shares.  Any shares of Series C Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof.  All such shares shall, upon their cancellation, become





                                       7
<PAGE>   8

authorized but unissued shares of Preferred Stock and may be reissued as part
of a new series of Preferred Stock to be created by resolution or resolutions
of the Board of Directors, subject to the conditions and restrictions on
issuance set forth herein.

                 (e)      Liquidation, Dissolution or Winding Up.

                          (1)     Upon any liquidation (voluntary or
otherwise), dissolution or winding up of the Corporation, no distribution shall
be made to the holders of shares of stock ranking junior (either as to
dividends or 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 an amount equal to one hundred (100) times
the Exercise Price, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment
(the "Series C Liquidation Preference").  The term "Exercise Price" means the
price established by the Board of Directors for the purchase of one unit of
Series C Preferred Stock equal to one-one-hundredth of one share of Series C
Preferred Stock.  If no shares of convertible Preferred Stock are outstanding
at the time of liquidation, then, following the payment of the full amount of
the Series C Liquidation Preference, no additional distributions shall be made
to the holders of shares of Series C Preferred Stock unless, prior thereto, the
holders of shares of Common Stock shall have received an amount per share (the
"Common Adjustment") equal to the quotient obtained by dividing (i) the Series
C Liquidation Preference by (ii) one hundred (100) (as approximately adjusted
as set forth in subparagraph (3) below to reflect such events as stock splits,
stock dividends and recapitalizations with respect to the Common Stock) (such
number in clause (ii), the "Adjustment Number").  Following the payment of the
full amount of the Series C Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of Series C Preferred Stock and Common Stock,
respectively, holders of Series C Preferred Stock and holders of shares of
Common Stock shall receive their ratable and proportionate share of the
remaining assets to be distributed in the ratio of the Adjustment Number to one
(1) with respect to such Series C Preferred Stock and Common Stock, on a per
share basis, respectively.

                          (2)     In the event, however, that there are not
sufficient assets available to permit payment in full of the Series C
Liquidation Preference and the liquidation preferences of all other series of
Preferred Stock, if any, which rank on a parity with the Series C Preferred
Stock, then such remaining assets shall be distributed ratable to the holders
of such parity shares in proportion to their respective liquidation
preferences.  In the event, however, that there are not sufficient assets
available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common Stock.

                          (3)     In the event the Corporation shall at any
time after the Rights Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then, in each such case, the Adjustment Number in effect immediately prior to
such event shall be adjusted by multiplying such Adjustment 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.





                                       8
<PAGE>   9


                 (f)      Consolidation, Merger, etc.  In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then, in any such case, the
shares of Series C Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to one hundred (100) times the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of Common
Stock is changed or exchanged.  In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then, in each such case, the amount set forth in the preceding sentence with
respect to the 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.

                 (g)      No Redemption.  The shares of Series C Preferred
Stock shall not be redeemable.

                 (h)      Amendment.  The Certificate of Incorporation of the
Corporation shall not be further amended in any manner which would materially
alter or change the powers, preferences or special rights of the Series C
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of a majority or more of the outstanding shares of Series C
Preferred Stock, voting separately as a class.

                 (i)      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, to receive
dividends, to participate in distributions and to have the benefit of all other
rights of holders of Series C Preferred Stock.

         SECTION 4.3      OTHER PREFERRED STOCK.  The Board of Directors of the
Corporation is authorized, subject to the limitations prescribed by law and the
provisions of this Section 4.3, to adopt one or more resolutions to provide for
the issuance from time to time in one or more series of any number of shares of
Preferred Stock, up to a maximum of nine million five hundred thousand
(9,500,000) shares, and to establish the number of shares to be included in
each such series, and to fix the designation, relative rights, preferences,
qualifications and limitations of the shares of each such series.  The
authority of the Board of Directors with respect to each such series shall
include, but not be limited to, a determination of the following:

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

                 (b)      The dividend rate on the shares of that series,
whether dividends shall be cumulative and, if so, from which date or dates, and
whether they should be payable in preference to, or in another relation to, the
dividends payable on any other class or classes or series of stock;





                                       9
<PAGE>   10


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

                 (d)      Whether that series shall have conversion or exchange
privileges and, if so, the terms and conditions of such conversion or exchange,
including provision for adjustments for the conversion or exchange rate in such
events as the Board of Directors shall determine;

                 (e)      Whether or not the shares of that series shall be
redeemable and, if so, the terms and conditions of such redemption, including
the manner of selecting shares for redemption if less than all shares are to be
redeemed, the date or dates upon or after which they shall be redeemable, and
the amount per share payable in case of redemption, which amount may vary under
different conditions and at different redemption dates;

                 (f)      Whether that series shall be entitled to the benefit
of a sinking fund to be applied to the purchase or redemption of shares of that
series and, if so, the terms and amounts of such sinking funds;

                 (g)      The rights of the shares of that series to the
benefit of conditions and restrictions upon the creation of indebtedness of the
Corporation or any subsidiary, upon the issuance of any additional stock
(including additional shares of such series or of any other series) and upon
the payment of dividends or the making of other distributions on, and the
purchase, redemption or other acquisition by the Corporation or any subsidiary
of, any outstanding stock of the Corporation;

                 (h)      The right of the shares of that series in the event
of any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation and whether such rights shall be in preference to, or in other
relation to, the comparable rights of any other class or classes or series of
stock; and

                 (i)      Any other relative, participating, optional or other
special rights, qualifications, limitations or restrictions of that series.

         SECTION 4.4      COMMON STOCK.

                 (a)      Voting Rights.  Except as otherwise required by law
or this Certificate of Incorporation, each holder of Common Stock shall have
one vote in respect of each share of stock held by him of record on the books
of the Corporation for the election of Directors and on all matters submitted
to a vote of stockholders of the Corporation.

                 (b)      Dividends.  Except as otherwise provided by the
resolution or resolutions of the Board of Directors providing for the issuance
of any series of Preferred Stock pursuant to Section 4.3, the holders of shares
of Common Stock shall be entitled to receive, when and if declared by the Board
of Directors, out of the assets of the Corporation which are by law available
therefor, dividends payable either in cash, in property or in shares of capital
stock.





                                       10
<PAGE>   11


                 (c)      Dissolution, Liquidation or Winding Up.  Except as
otherwise provided by the resolution or resolutions of the Board of Directors
providing for the issuance of any series of Preferred Stock pursuant to Section
4.3, in the event of any dissolution, liquidation or winding up of the affairs
of the Corporation, after distribution in full of the preferential amounts, if
any, to be distributed to the holders of the Series C Preferred Stock, the
rights of the holders of Common Stock to receive any remaining assets of the
Corporation shall be as provided in subsection 4.2(e).


                                   ARTICLE V

         SECTION 5.1      GENERAL PROVISIONS.  The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors.
The exact number of Directors shall be fixed from time to time by, or in the
manner provided in, the Bylaws of the Corporation, and may be increased or
decreased as therein provided.  Directors of the Corporation need not be
elected by ballot unless required by the Bylaws.

         SECTION 5.2      CLASSIFICATION OF BOARD OF DIRECTORS.  The Directors
shall be divided into three (3) classes.  Each such class shall consist, as
nearly as may be possible, of one-third of the total number of Directors, and
any remaining Directors shall be included within such groups as the Board of
Directors shall designate.  The first class of Directors will be elected for a
term which expires in 1996.  The second class will be elected for a term which
expires in 1997.  The third class will be elected to a term which expires in
1998.  At each annual meeting of stockholders, beginning in 1996, successors to
the class of Directors whose term expires at the annual meeting 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, but in no
case shall a decrease in the number of Directors shorten the term of any
incumbent Director.  A Director may be removed from office for cause only and,
subject to such removal, death, resignation, retirement or disqualification,
shall hold office until the annual meeting for the year in which his term
expires and until his successor shall be elected and qualify.  No alteration,
amendment or repeal of this Article V or the Bylaws of the Corporation shall be
effective to shorten the term of any Director holding office at the time of
such alteration, amendment or repeal, to permit any such Director to be removed
without cause, or to increase the number of Directors in any class or in the
aggregate from that existing at the time of such alteration, amendment or
repeal until the expiration of the terms of office of all Directors then
holding office, unless (i) in the case of this Article V, such alteration,
amendment or repeal has been approved by the holders of all shares of stock
entitled to vote thereon, or (ii) in the case of the Bylaws, such alteration,
amendment or repeal has been approved by either the holders of all shares
entitled to vote thereon or by a vote of a majority of the entire Board of
Directors.

         SECTION 5.3      DIRECTORS APPOINTED BY A SPECIFIC CLASS OF
STOCKHOLDERS.  To the extent that any holders of any class or series of stock
other than Common Stock issued by the Corporation shall have the separate
right, voting as a class or series, to elect Directors, the Directors elected
by such class or series shall be deemed to constitute an additional class of
Directors and shall have a term of office for one year or such other period as
may be designated by the provisions of such class





                                       11
<PAGE>   12

or series providing such separate voting right to the holders of such class or
series of stock, and any such class of Directors shall be in addition to the
classes designated above.

         SECTION 5.4      NOMINATIONS.  Advance notice of nominations for the
election of Directors shall be given in the manner and to the extent provided
in the Bylaws of the Corporation.

         SECTION 5.5      VACANCIES.  Vacancies and newly created directorships
resulting from any increase in the authorized number of Directors may be filled
by a majority of the Board of Directors, and any vacancies on the Board of
Directors resulting from death, resignation, removal or other cause shall only
be filled by the affirmative vote of a majority of the remaining Directors then
in office, even though less than a quorum of the Board of Directors, or by a
sole remaining Director.  Any Director elected in accordance with the preceding
sentence of this Section 5.5 shall hold office for the remainder of the full
term of the Directors whose vacancy is so filled and until such Director's
successor shall have been elected and qualified.


                                   ARTICLE VI

         The Corporation is to have perpetual existence.


                                  ARTICLE VII

         In furtherance and not in limitation of the powers conferred upon it
by law, the Board of Directors is expressly authorized:

         SECTION 7.1      To adopt, repeal, alter or amend the Bylaws of the
Corporation by a vote of a majority of the entire Board of Directors.

         SECTION 7.2      To authorize and cause to be executed mortgages and
liens upon the real and personal property of the Corporation.

         SECTION 7.3      To set apart, out of any of the funds of the
Corporation available for dividends, a reserve or reserves for any proper
purpose and to abolish any such reserve in the manner in which it was created.

         SECTION 7.4      By a majority of the whole Board of Directors, to
designate one or more committees, each committee to consist of one or more of
the Directors of the Corporation.  The Board of Directors may designate one or
more Directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.  The Bylaws may
provide that, in the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.  Any such committee, to the extent
provided in the resolution of the Board of Directors, or in the Bylaws of the
Corporation, shall





                                       12
<PAGE>   13

have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in
reference to amending the Certificate of Incorporation, adopting an agreement
of merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the Bylaws of the Corporation; and,
unless the resolution or Bylaws expressly so provide, no such committee shall
have the power or authority to declare a dividend or to authorize the issuance
of stock.

         SECTION 7.5      When and as authorized by the stockholders in
accordance with statute, to sell, lease or exchange all or substantially all of
the property and assets of the Corporation, including its goodwill and its
corporate franchises, upon such terms and conditions and for such
consideration, which may consist in whole or in part of money or property,
including shares of stock in and/or other securities of any other corporation
or corporations, as the Board of Directors shall deem expedient and for the
best interests of the Corporation.


                                  ARTICLE VIII

         SECTION 8.1      Except as provided in Section 8.2 of this Article
VIII, 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 the
stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders.  Advance notice of items of business to be
considered at any meeting of the stockholders shall be given in the manner and
to the extent provided in the Bylaws of the Corporation.

         SECTION 8.2      Notwithstanding the foregoing, this Article VIII
shall not apply to the Corporation if it does not have a class of voting stock
that is either (i) listed on a national securities exchange, (ii) authorized
for quotation on an inter dealer quotation system of the registered national
securities association, or (iii) held of record by more than two thousand
(2,000) stockholders.

                                   ARTICLE IX

         SECTION 9.1      LIMITATION OF LIABILITY OF DIRECTORS.  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 for liability (i) for any breach of the Director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any transaction from which the
Director derived an improper personal benefit.

                          If the DGCL is amended after the date hereof to
authorized action by corporations organized pursuant to the DGCL to further
eliminate or limit the personal liability of





                                       13
<PAGE>   14

directors, then the liability of a Director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the DGCL, as amended.

         SECTION 9.2      INDEMNIFICATION OF DIRECTORS.

                 (a)      Each person who was or is made a party to, or is
threatened to be made a party to, or is involved in, any threatened, pending or
completed action, suit or proceeding, whether formal or informal, whether of a
civil, criminal, administrative or investigative nature (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person of whom he or
she is the legal representative, is or was a Director of the Corporation,
whether the basis of such proceeding is an alleged action or inaction in an
official capacity or in any other capacity while serving as a Director, shall
be indemnified and held harmless by the Corporation to the fullest extent
permissible under Delaware law, as the same exists or may hereafter exist in
the future (but, in the case of any future change, only to the extent that such
change permits the Corporation to provide broader indemnification rights than
the law permitted prior to such change), against all costs, charges, expenses,
liabilities and losses (including, without limitation, attorneys' fees,
judgments, fines, Employee Retirement Income Security Act of 1974 ("ERISA")
excise taxes, or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith, and
such indemnification shall continue as to a person who has ceased to be a
Director and shall inure to the benefit of his or her heirs, executors and
administrators.

                 (b)      The Corporation shall pay expenses actually incurred
in connection with any proceeding in advance of its final disposition;
provided, however, that if Delaware law then requires, the payment of such
expenses incurred in advance of the final disposition of a proceeding shall be
made only upon delivery to the Corporation of an undertaking, by or on behalf
of such Director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such Director or officer is not entitled to be
indemnified.

                 (c)      If a claim under subsection 9.2(a) hereof is not paid
in full by the Corporation within thirty (30) days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim.  Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or its
stockholders) to have made a determination that indemnification of the claimant
is permissible in the circumstances because the claimant has met the applicable
standard of conduct, if any, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel or its
stockholders) that the claimant has not met the standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met the
standard of conduct.

         SECTION 9.3      INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS.
The Corporation may provide indemnification to employees and agents of the
Corporation to the fullest extent permissible under Delaware law.





                                       14
<PAGE>   15


         SECTION 9.4      EXPENSES AS A WITNESS.  To the extent that any
Director, officer, employee or agent of the Corporation is, by reason of such
position, or position with another entity at the request of the Corporation, a
witness in any action, suit or proceeding, he or she shall be indemnified
against all costs and expenses actually and reasonably incurred by him or her
on his or her behalf in connection therewith.

         SECTION 9.5      INSURANCE.  The Corporation may maintain insurance,
at its expense, to protect itself and any Director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against such
expense, liability or loss under Delaware law.

         SECTION 9.6      INDEMNITY AGREEMENTS.  The Corporation may enter into
agreements with any Director, officer, employee or agent of the Corporation
providing for indemnification to the fullest extent permissible under Delaware
law.

         SECTION 9.7      SEPARABILITY.  Each and every paragraph, sentence,
term and provision of this Article IX is separate and distinct, so that if any
paragraph, sentence, term or provision hereof shall be held to be invalid or
unenforceable for any reason, such invalidity or unenforceability shall not
affect the validity or enforceability of any other paragraph, sentence, term or
provision hereof.  To the extent required, any paragraph, sentence, term or
provision of this Article IX may be modified by a court of competent
jurisdiction to preserve its validity and to provide the claimant with, subject
to the limitations set forth in this Article IX and any agreement between the
Corporation and claimant, the broadest possible indemnification permitted under
applicable law.

         SECTION 9.8      CONTRACT RIGHT.  Each of the rights conferred on
Directors of the Corporation by Sections 9.1, 9.2 and 9.4 of this Article IX,
and on officers, employees or agents of the Corporation by Section 9.4 of this
Article, shall be a contract right, and any repeal or amendment of the
provisions of this Article shall not adversely affect any right hereunder of
any person existing at the time of such repeal or amendment with respect to any
act or omission occurring prior to the time of such repeal or amendment, and,
further, shall not apply to any proceeding, irrespective of when the proceeding
is initiated, arising from the service of such person prior to such repeal or
amendment.

         SECTION 9.9      NONEXCLUSIVITY.  The rights conferred in this Article
shall not be exclusive of any other rights that any person may have or
hereafter acquire under any statute, Bylaw, agreement, vote of stockholders or
disinterested Directors or otherwise.


                                   ARTICLE X

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





                                       15
<PAGE>   16


         IN WITNESS WHEREOF, MedPartners, Inc. has caused this Certificate to
be signed by Harold O. Knight, Jr., its Executive Vice President and Chief
Financial Officer, and attested to by Tracy P. Thrasher, its Executive Vice
President and Corporate Secretary, this 24th day of March, 1997.


                                 MEDPARTNERS, INC.


                                 By:
                                         -------------------------------------
                                         Harold O. Knight, Jr.
                                         Executive Vice President and
                                                Chief Financial Officer


[SEAL]                           Attest:
                                         -------------------------------------
                                         Tracy P. Thrasher
                                         Executive Vice President and
                                                Corporate Secretary





                                       16