<PAGE>

                                                                     Exhibit 3.1


                             ARTICLES OF AMENDMENT

                              AND RESTATEMENT OF

                           PRIMEX TECHNOLOGIES, INC.

     The undersigned, being the Vice President, General Counsel, and Secretary
of Primex Technologies, Inc., a Virginia corporation, hereby submits these
Articles of Amendment and Restatement to the State Corporation Commission of
Virginia:

     1.   The name of the corporation is Primex Technologies, Inc. (the
"Company").

     2.   The Company's Articles of Incorporation are hereby amended and
     restated in the manner set forth in Exhibit A, attached hereto.
                                         ---------

     3.   The attached amendment and restatement of the Company's Articles of
Incorporation contains amendments that were adopted on March 7, 2000, by the
Board of Directors of the Company without shareholder action, and no shareholder
action was required for the adoption of such amendments.

     4.   These Articles of Amendment and Restatement shall become effective on
the date that they are filed with the State Corporation Commission of Virginia.

     The undersigned Vice President, General Counsel, and Secretary of the
Company declares that the facts herein stated are true as of March 9, 2000.


                                   Primex Technologies, Inc.


                                   By:   /s/ George H. Pain
                                         ------------------
                                             George H. Pain
                                             Vice President, General Counsel
                                                    and Secretary
<PAGE>

                                                                       Exhibit A
                                                                       ---------

                             AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION

                                      of

                           PRIMEX TECHNOLOGIES, INC.


                                   ARTICLE I

     The name of the Corporation shall be Primex Technologies, Inc.


                                  ARTICLE II

     The purpose for which the Corporation is formed is to transact any or all
lawful business, not required to be specifically stated in these Articles, for
which corporations may be incorporated under the Virginia Stock Corporation Act,
as amended from time to time.


                                  ARTICLE III

     The aggregate number of shares that the Corporation shall have authority to
issue shall be 10,000,000 shares of Preferred Stock, par value $1 per share
(hereinafter called Preferred Stock), and 60,000,000 shares of Common Stock, par
value $1 per share (hereinafter called Common Stock).

     The following is a description of each of said different classes of stock,
and a statement of the preferences, limitations, voting rights and relative
rights in respect of the shares of each such class:

     1.   The Board of Directors shall have authority, by resolution or
     resolutions, at any time and from time to time to divide and establish any
     or all of the unissued shares of Preferred Stock not then allocated to any
     series of Preferred Stock into one or more series, and, without limiting
     the generality of the foregoing, to fix and determine the designation of
     each such series, the number of shares which shall constitute such series
     and the following relative rights and preferences of the shares of each
     series so established:

          (a)  The annual or other periodic dividend rate payable on shares of
     such series, the time of payment thereof, whether such dividends shall be
<PAGE>

     cumulative or non-cumulative, and the date or dates from which any
     cumulative dividends shall commence to accrue;

          (b)  the price or prices at which and the terms and conditions, if
     any, on which shares of such series may be redeemed;

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

          (d)  the sinking fund provisions, if any, for the redemption or
     purchase of shares of such series;

          (e)  the extent of the voting powers, if any, of the shares of such
     series;


          (f)  the terms and conditions, if any, on which shares of such series
     may be converted into shares of stock of the Corporation of any other class
     or classes or into shares of any other series of the same or any other
     class or classes;

          (g)  whether, and if so the extent to which, shares of such series may
     participate with the Common Stock in any dividends in excess of the
     preferential dividend fixed for shares of such series or in any
     distribution of the assets of the Corporation, upon a liquidation,
     dissolution or winding-up thereof, in excess of the preferential amount
     fixed for shares of such series; and

          (h)  any other preferences and relative, optional or other special
     rights, and qualifications, limitations or restrictions of such preferences
     or rights, of shares of such series not fixed and determined by law or in
     this Article III.

     2.   Each series of Preferred Stock shall be so designated as to
distinguish the shares thereof from the shares of all other series. Different
series of Preferred Stock shall not be considered to constitute different
classes of shares for the purpose of voting by classes except as otherwise fixed
by the Board of Directors with respect to any series at the time of the creation
thereof.

     3.   So long as any shares of Preferred Stock are outstanding, the
Corporation shall not declare and pay or set apart for payment any dividends
(other than dividends payable in Common Stock or other stock of the Corporation
ranking junior to the Preferred Stock as to dividends) or make any other
distribution on such junior stock, if at the time of making such declaration,
payment or distribution the Corporation shall be in default with respect to any
dividend payable on, or any obligation to retire, shares of Preferred Stock.

                                       2
<PAGE>

     4.   Shares of any series of Preferred Stock that have been redeemed or
otherwise reacquired by the Corporation (whether through the operation of a
sinking fund, upon conversion or otherwise) shall have the status of authorized
and unissued shares of Preferred Stock and may be redesignated and reissued as a
part of such series (unless prohibited by the articles of amendment creating
such series) or of any other series of Preferred Stock. Shares of Common Stock
that have been reacquired by the Corporation shall have the status of authorized
and unissued shares of Common Stock and may be reissued.

     5.   Subject to the provisions of any applicable law or of the By-laws of
the Corporation as from time to time amended with respect to the closing of the
transfer books or the fixing of a record date for the determination of
shareholders entitled to vote, and except as otherwise provided by law or in
resolutions of the Board of Directors establishing any series of Preferred Stock
pursuant to the provisions of paragraph 1 of this Article III, the holders of
outstanding shares of Common Stock of the Corporation shall exclusively possess
voting power for the election of directors and for all other purposes, each
holder of record of shares of Common Stock of the Corporation being entitled to
one vote for each share of such stock standing in his name on the books of the
Corporation.

     6.   No holder of shares of stock of any class of the Corporation shall, as
such holder, have any right to subscribe for or purchase (a) any shares of stock
of any class of the Corporation, or any warrants, options or other instruments
that shall confer upon the holder thereof the right to subscribe for or purchase
or receive from the Corporation any shares of stock of any class, whether or not
such shares of stock, warrants, options or other instruments are issued for cash
or services or property or by way of dividend or otherwise, or (b) any other
security of the Corporation that shall be convertible into, or exchangeable for,
any shares of stock of the Corporation of any class or classes, or to which
shall be attached or appurtenant any warrant, option or other instrument that
shall confer upon the holder of such security the right to subscribe for or
purchase or receive from the Corporation any shares of its stock of any class or
classes, whether or not such securities are issued for cash or services or
property or by way of dividend or otherwise, other than such right, if any, as
the Board of Directors, in its sole discretion, may from time to time determine.
If the Board of Directors shall offer to the holders of shares of stock of any
class of the Corporation, or any of them, any such shares of stock, options,
warrants, instruments or other securities of the Corporation, such offer shall
not, in any way, constitute a waiver or release of the right of the Board of
Directors subsequently to dispose of other securities of the Corporation without
offering the same to said holders.

     7.   Anything herein to the contrary notwithstanding, dividends upon shares
of any class of stock of the Corporation shall be payable only out of assets
legally available for the payment of such dividends, and the rights of the
holders of shares of stock of the Corporation in respect of dividends shall at
all times be subject to the power of the Board of Directors to determine what
dividends, if any, shall be declared and paid to the shareholders.

                                       3
<PAGE>

     8.   Subject to the provisions hereof and except as otherwise provided by
law, shares of stock of any class of the Corporation may be issued for such
consideration and for such corporate purposes as the Board of Directors may from
time to time determine.

     9.   Series A Participating Cumulative Preferred Stock. There is hereby
established a series of the Corporation's authorized Preferred Stock, to be
designated as the "Series A Participating Cumulative Preferred Stock, par value
$1 per share." The designation and number, and relative rights, preferences and
limitations of the Series A Participating Cumulative Preferred Stock, insofar as
not already fixed by any other provision of these Articles of Incorporation,
shall be as follows:

          SECTION 1. Designation and Number of Shares. The shares of such
                     --------------------------------
     series shall be designated as "Series A Participating Cumulative Preferred
     Stock" (the "Series A Preferred Stock"), par value $1 per share. The number
     of shares initially constituting the Series A Preferred Stock shall be
     250,000; provided, however, that, if more than a total of 250,000 shares of
              --------  -------
     Series A Preferred Stock shall be issuable upon the exercise of Rights (the
     "Rights") issued pursuant to the Rights Agreement dated as of February 1,
     2000, between the Corporation and The Bank of New York, as Rights Agent
     (the "Rights Agreement"), or pursuant to any successor rights agreement
     (including any successor rights agreement with a different rights agent),
     the Board of Directors of the Corporation, pursuant to Section 13.1-639 of
     the Virginia Stock Corporation Act, shall direct by resolution or
     resolutions that articles of amendment of the Articles of Incorporation of
     the Corporation be properly executed and filed with the State Corporation
     Commission of Virginia providing for the total number of shares of Series A
     Preferred Stock authorized to be issued to be increased (to the extent that
     the Articles of Incorporation then permit) to the largest number of whole
     shares (rounded up to the nearest whole number) issuable upon exercise of
     such Rights.

          SECTION 2. Dividends or Distributions. (a) Subject to the prior and
                     --------------------------
     superior rights of the holders of shares of any other series of Preferred
     Stock or other class of capital stock of the Corporation ranking prior and
     superior to the shares of Series A Preferred Stock with respect to
     dividends, the holders of shares of the Series A Preferred Stock shall be
     entitled to receive, when, as and if declared by the Board of Directors,
     out of the assets of the Corporation legally available therefor, (i)
     quarterly dividends payable in cash on the last day of each fiscal quarter
     in each year, or such other dates as the Board of Directors of the
     Corporation shall approve (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 a fraction of
     a share of Series A Preferred Stock, in the amount of $.01 per whole share
     (rounded to the nearest cent), less the amount of all cash dividends
     declared on the Series A Preferred Stock pursuant to the following clause
     (ii) since the immediately preceding Quarterly

                                       4
<PAGE>

     Dividend Payment Date or, with respect to the first Quarterly Dividend
     Payment Date, since the first issuance of any share or fraction of a share
     of Series A Preferred Stock (the total of which shall not, in any event, be
     less than zero) and (ii) dividends payable in cash on the payment date for
     each cash dividend declared on the Common Stock in an amount per whole
     share (rounded to the nearest cent) equal to the Formula Number (as
     hereinafter defined) then in effect times the cash dividends then to be
     paid on each share of Common Stock. In addition, if the Corporation shall
     pay any dividend or make any distribution on the Common Stock payable in
     assets, securities or other forms of non-cash consideration (other than
     dividends or distributions solely in shares of Common Stock), then, in each
     such case, the Corporation shall simultaneously pay or make on each
     outstanding whole share of Series A Preferred Stock a dividend or
     distribution in like kind equal to the Formula Number then in effect times
     such dividend or distribution on each share of the Common Stock. As used
     herein, the "Formula Number" shall be 2,000; provided, however, that, if at
     any time after February 1, 2000, the Corporation shall (x) declare or pay
     any dividend on the Common Stock payable in shares of Common Stock or make
     any distribution on the Common Stock in shares of Common Stock, (y)
     subdivide (by a stock split or otherwise) the outstanding shares of Common
     Stock into a larger number of shares of Common Stock or (z) combine (by a
     reverse stock split or otherwise) the outstanding shares of Common Stock
     into a smaller number of shares of Common Stock, then, in each such event,
     the Formula Number shall be adjusted to a number determined by multiplying
     the Formula Number in effect immediately prior to such event by a fraction,
     the numerator of which is the number of shares of Common Stock that are
     outstanding immediately after such event and the denominator of which is
     the number of shares of Common Stock that are outstanding immediately prior
     to such event (and rounding the result to the nearest whole number); and
     provided further, that, if at any time after February 1, 2000, the
     -------- -------
     Corporation shall issue any shares of its capital stock in a merger,
     reclassification, or change of the outstanding shares of Common Stock,
     then, in each such event, the Formula Number shall be appropriately
     adjusted to reflect such merger, reclassification or change so that each
     share of Preferred Stock continues to be the economic equivalent of a
     Formula Number of shares of Common Stock prior to such merger,
     reclassification or change.

          (b)  The Corporation shall declare a dividend or distribution on the
     Series A Preferred Stock as provided in Section 2(a) immediately prior
     to or at the same time it declares a dividend or distribution on the
     Common Stock (other than a dividend or distribution solely in shares of
     Common Stock); provided, however, that, in the event no dividend or
                    --------  -------
     distribution (other than a dividend or distribution in shares of Common
     Stock) 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 $.01 per share on the Series
     A Preferred Stock shall nevertheless be payable on such subsequent

                                       5
<PAGE>

     Quarterly Dividend Payment Date. The Board of Directors may fix a record
     date for the determination of holders of shares of Series A Preferred Stock
     entitled to receive a dividend or distribution declared thereon, which
     record date shall be the same as the record date for any corresponding
     dividend or distribution on the Common Stock.

          (c)  Dividends shall begin to accrue and be cumulative on outstanding
     shares of Series A Preferred Stock from and after the Quarterly Dividend
     Payment Date next preceding the date of original issue of such shares of
     Series A Preferred Stock; provided, however, that dividends on such shares
                               --------  -------
     that are originally issued after the record date for the determination of
     holders of shares of Series A Preferred Stock entitled to receive a
     quarterly dividend and on or prior to the next succeeding Quarterly
     Dividend Payment Date shall begin to accrue and be cumulative from and
     after such Quarterly Dividend Payment Date. Notwithstanding the foregoing,
     dividends on shares of Series A Preferred Stock that are originally issued
     prior to the record date for the determination of holders of shares of
     Series A Preferred Stock entitled to receive a quarterly dividend on the
     first Quarterly Dividend Payment Date shall be calculated as if cumulative
     from and after the last day of the fiscal quarter next preceding the date
     of original issuance of such shares. Accrued but unpaid dividends shall not
     bear interest. Dividends paid on the shares of Series A Preferred Stock in
     an amount less than the total amount of such dividends at the time accrued
     and payable on such shares shall be allocated pro rata on a share-by-share
     basis among all such shares at the time outstanding.

          (d)  So long as any shares of the Series A Preferred Stock are
     outstanding, no dividends or other distributions shall be declared, paid or
     distributed, or set aside for payment or distribution, on the Common Stock,
     unless, in each case, the dividend required by this Section 2 to be
     declared on the Series A Preferred Stock shall have been declared.

          (e)  The holders of the shares of Series A Preferred Stock shall not
     be entitled to receive any dividends or other distributions, except as
     provided herein.

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

          (a)  Each holder of Series A Preferred Stock shall be entitled to a
     number of votes equal to the Formula Number then in effect, for each share
     of Series A Preferred Stock held of record on each matter on which holders
     of the Common Stock or shareholders generally are entitled to vote,
     multiplied by the maximum number of votes per share which any holder of the
     Common Stock or shareholders generally then have with respect to such
     matter (assuming any

                                       6
<PAGE>

     holding period or other requirement to vote a greater number of shares is
     satisfied).

          (b)  Except as otherwise provided herein or by applicable law, the
     holders of shares of Series A Preferred Stock and the holders of shares of
     Common Stock shall vote together as one class for the election of directors
     of the Corporation and on all other matters submitted to a vote of
     shareholders of the Corporation.

          (c)  If, at the time of any annual meeting of shareholders for the
     election of directors, the equivalent of six quarterly dividends (whether
     or not consecutive) payable on any share or shares of Series A Preferred
     Stock are in default, the number of directors constituting the Board of
     Directors of the Corporation shall be increased by two. In addition to
     voting together with the holders of Common Stock for the election of other
     directors of the Corporation, the holders of record of the Series A
     Preferred Stock, voting separately as a class to the exclusion of the
     holders of Common Stock, shall be entitled at said meeting of shareholders
     (and at each subsequent annual meeting of shareholders), unless all
     dividends in arrears have been paid or declared and set apart for payment
     prior thereto, to vote for the election of two directors of the
     Corporation, the holders of any Series A Preferred Stock being entitled to
     cast a number of votes per share of Series A Preferred Stock equal to the
     Formula Number. Until the default in payments of all dividends that
     permitted the election of said directors shall cease to exist, any director
     who shall have been so elected pursuant to the next preceding sentence may
     be removed at any time, either with or without cause, only by the
     affirmative vote of the holders of the shares of Series A Preferred Stock
     at the time entitled to cast a majority of the votes entitled to be cast
     for the election of any such director at a special meeting of such holders
     called for that purpose, and any vacancy thereby created may be filled by
     the vote of such holders. If and when such default shall cease to exist,
     the holders of the Series A Preferred Stock shall be divested of the
     foregoing special voting rights, subject to revesting in the event of each
     and every subsequent like default in payments of dividends. Upon the
     termination of the foregoing special voting rights, the terms of office of
     all persons who may have been elected directors pursuant to said special
     voting rights shall forthwith terminate, and the number of directors
     constituting the Board of Directors shall be reduced by two. The voting
     rights granted by this Section 3(c) shall be in addition to any other
     voting rights granted to the holders of the Series A Preferred Stock in
     this Section 3.

          (d)  Except as provided herein, in Section 11 or by applicable law,
     holders of Series A Preferred Stock shall have no special voting rights and
     their consent shall not be required (except to the extent they are entitled
     to vote with holders of Common Stock as set forth herein) for authorizing
     or taking any corporate action.

                                       7
<PAGE>

          SECTION 4.  Certain Restrictions. (a) Whenever quarterly dividends
                      --------------------
     dividends or distributions payable on the Series A Preferred Stock as
     provided in Section 2 are in arrears, thereafter and until all accrued and
     unpaid dividends and distributions, whether or not declared, on shares of
     Series A Preferred Stock outstanding shall have been paid in full, the
     Corporation shall not

               (i)   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 A Preferred
          Stock;

               (ii)  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 A
          Preferred Stock, except dividends paid ratably on the Series A
          Preferred Stock and all such parity stock on which dividends are
          payable or in arrears in proportion to the total amounts to which the
          holders of all such shares are then entitled;

               (iii) redeem or purchase or otherwise acquire for consideration
          shares of any stock ranking on a parity (either as to dividends or
          upon liquidation, dissolution or winding up) with the Series A
          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 A Preferred Stock; or

               (iv)  purchase or otherwise acquire for consideration any shares
          of Series A Preferred Stock, or any shares of stock ranking on a
          parity with the Series A Preferred Stock, except in accordance with a
          purchase offer made in writing or by publication (as determined by the
          Board of Directors) to all holders of such shares upon such terms as
          the Board of Directors, after consideration of the respective annual
          dividend rates and other relative rights and preferences of the
          respective series and classes, shall determine in good faith will
          result in fair and equitable treatment among the respective series or
          classes.

          (b)  The Corporation shall not permit any subsidiary of the
     Corporation to purchase or otherwise acquire for consideration any shares
     of stock of the Corporation unless the Corporation could, under paragraph
     (a) of this Section 4, purchase or otherwise acquire such shares at such
     time and in such manner.

          SECTION 5.  Liquidation Rights.  Upon the liquidation, dissolution or
                      ------------------
     winding up of the Corporation, whether voluntary or involuntary, no
     distribution

                                       8
<PAGE>

     shall be made (a) to the holders of shares of stock ranking junior (either
     as to dividends or upon liquidation, dissolution or winding up) to the
     Series A Preferred Stock, unless, prior thereto, the holders of shares of
     Series A Preferred Stock shall have received an amount equal to the accrued
     and unpaid dividends and distributions thereon, whether or not declared, to
     the date of such payment, plus an amount equal to the greater of (i) $.01
     per whole share or (ii) an aggregate amount per share equal to the Formula
     Number then in effect times the aggregate amount to be distributed per
     share to holders of Common Stock or (b) to the holders of stock ranking on
     a parity (either as to dividends or upon liquidation, dissolution or
     winding up) with the Series A Preferred Stock, except distributions made
     ratably on the Series A Preferred Stock and all other such parity stock in
     proportion to the total amounts to which the holders of all such shares are
     entitled upon such liquidation, dissolution or winding up.

          SECTION 6.  Consolidation, Merger, etc.  In case the Corporation shall
                      --------------------------
     enter into any consolidation, merger, combination or other transaction in
     which the shares of Common Stock are exchanged for or changed into other
     stock or securities, cash or any other property, then, in any such case,
     the then outstanding shares of Series A Preferred Stock shall at the same
     time be similarly exchanged or changed into an amount per share equal to
     the Formula Number then in effect times the aggregate amount of stock,
     securities, cash or any other property (payable in kind), as the case may
     be, into which or for which each share of Common Stock is exchanged or
     changed. In the event both this Section 6 and Section 2 appear to apply to
     a transaction, this Section 6 will control.

          SECTION 7.  No Redemption; No Sinking Fund.  (a) The shares of Series
                      ------------------------------
     A Preferred Stock shall not be subject to redemption by the Corporation or
     at the option of any holder of Series A Preferred Stock; provided, however,
                                                              -------   -------
     that the Corporation may purchase or otherwise acquire outstanding shares
     of Series A Preferred Stock in the open market or by offer to any holder or
     holders of shares of Series A Preferred Stock.

          (b)  The shares of Series A Preferred Stock shall not be subject to or
     entitled to the operation of a retirement or sinking fund.

          SECTION 8.  Ranking.  The Series A Preferred Stock shall rank junior
                      -------
     to all other series of Preferred Stock of the Corporation, unless the Board
     of Directors shall specifically determine otherwise in fixing the powers,
     preferences and relative, participating, optional and other special rights
     of the shares of such series and the qualifications, limitations and
     restrictions thereof.

          SECTION 9.  Fractional Shares.  The Series A Preferred Stock shall be
                      -----------------
     issuable upon exercise of the Rights issued pursuant to the Rights
     Agreement in whole shares or in any fraction of a share that is one two-
     thousandth (1/2,000) of a

                                       9
<PAGE>

     share or any integral multiple of such fraction which shall entitle the
     holder, in proportion to such holder's fractional shares, to receive
     dividends, exercise voting rights, participate in distributions and have
     the benefit of all other rights of holders of Series A Preferred Stock. In
     lieu of fractional shares, the Corporation, prior to the first issuance of
     a share or a fraction of a share of Series A Preferred Stock, may elect (a)
     to make a cash payment as provided in the Rights Agreement for fractions of
     a share other than one two-thousandth (1/2,000) of a share or any integral
     multiple thereof or (b) to issue depository receipts evidencing such
     authorized fraction of a share of Series A Preferred Stock pursuant to an
     appropriate agreement between the Corporation and a depository selected by
     the Corporation; provided that such agreement shall provide that the
                      --------
     holders of such depository receipts shall have all the rights, privileges
     and preferences to which they are entitled as holders of the Series A
     Preferred Stock.

          SECTION 10.  Reacquired Shares.  Any shares of Series A Preferred
                       -----------------
     Stock purchased or otherwise acquired by the Corporation in any manner
     whatsoever shall be retired and canceled promptly after the acquisition
     thereof. All such shares shall upon their cancellation become authorized
     but unissued shares of Preferred Stock, par value $1 per share, of the
     Corporation, undesignated as to series, and may thereafter be reissued as
     part of a new series of such Preferred Shares as permitted by law.

          SECTION 11.  Amendment.  None of the powers, preferences and relative,
                       ---------
     participating, optional and other special rights of the Series A Preferred
     Stock as provided herein or in the Articles of Incorporation shall be
     amended in any manner that would alter or change the powers, preferences,
     rights or privileges of the holders of Series A Preferred Stock so as to
     affect such holders adversely without the affirmative vote of the holders
     of at least 66-2/3% of the outstanding shares of Series A Preferred Stock,
     voting as a separate class; provided, however, that no such amendment
                                 --------  --------
     approved by the holders of at least 66-2/3% of the outstanding shares of
     Series A Preferred Stock shall be deemed to apply to the powers,
     preferences, rights or privileges of any holder of shares of Series A
     Preferred Stock originally issued upon exercise of a Right after the time
     of such approval without the approval of such holder.


                                  ARTICLE IV

  The period of the duration of the Corporation is unlimited and perpetual.

                                    ARTICLE V

                                       10
<PAGE>

          1.   The number of directors shall be as specified in the By-laws of
     the Corporation but such number may be increased or decreased from time to
     time in such manner as may be prescribed in the By-laws. In the absence of
     a By-law specifying the number of directors, the number shall be nine. The
     Board of Directors shall be divided into three classes, Class I, Class II,
     and Class III, as nearly equal in number as possible. The initial term of
     each class of directors shall expire at the annual meeting of shareholders
     to be held in the following years: Class I - 1997; Class II - 1998; and
     Class III - 1999. At the 1997 annual meeting of shareholders, directors of
     the first class (Class I) shall be elected to hold office for a term
     expiring at the 2000 annual meeting of shareholders. At each annual meeting
     of shareholders after 1997, the successors to the class of directors whose
     term shall then expire shall be identified as being of the same class of
     directors they succeed and shall be elected to hold office for a term
     expiring at the third succeeding annual meeting of shareholders. When the
     number of directors is changed, any newly-created directorships or any
     decrease in directorships shall be so apportioned among the classes by the
     Board of Directors as to make all classes as nearly equal in number as
     possible.

          2.   Subject to the rights of the holders of any Preferred Stock then
     outstanding, directors may be removed only with cause.

          3.   Subject to the rights of the holders of any Preferred Stock then
     outstanding, newly-created directorships resulting from any increase in the
     number of directors and any vacancies in the Board of Directors resulting
     from death, resignation, disqualification, removal or other cause shall be
     filled solely by the Board of Directors or at an annual meeting of
     shareholders by the shareholders entitled to vote on the election of
     directors.  If the directors remaining in office constitute fewer than a
     quorum of the Board, they may fill the vacancy by the affirmative vote of a
     majority of the directors remaining in office.

          4.   Notwithstanding any other provision of these Articles of
     Incorporation or any provision of law which might otherwise permit a lesser
     vote, but in addition to any affirmative vote of the holders of any
     particular class or series of the stock of the Corporation required by law,
     these Articles of Incorporation or any Preferred Stock outstanding, the
     affirmative vote of at least 80 percent of the outstanding shares of the
     Corporation entitled to vote generally at any annual or special meeting of
     the shareholders shall be required to alter, amend or repeal paragraph 1 of
     this Article V.


                                  ARTICLE VI

     Except as expressly otherwise required in these Articles of Incorporation,
an amendment or restatement of these Articles requiring shareholder approval
shall be approved by a majority of the votes entitled to be cast by each voting
group that is entitled to vote on the matter, unless in

                                       11
<PAGE>

submitting an amendment or restatement to the shareholders the Board of
Directors shall require a greater vote.

                                  ARTICLE VII

          1.   Every person who is or was a director, officer or employee of the
     Corporation, or who, at the request of the Corporation, serves or has
     served in any such capacity with another corporation, partnership, joint
     venture, trust, employee benefit plan, or other enterprise shall be
     indemnified by the Corporation against any and all liability and reasonable
     expense that may be incurred by him in connection with or resulting from
     any claim, action or proceeding (whether brought in the right of the
     Corporation or any such other corporation, entity, plan or otherwise), in
     which he may become involved, as a party or otherwise, by reason of his
     being or having been a director, officer or employee of the Corporation, or
     such other corporation, entity or plan while serving at the request of the
     Corporation, whether or not he continues to be such at the time such
     liability or expense is incurred, unless such person engaged in willful
     misconduct or a knowing violation of the criminal law.

          As used in this Article VII: (a) the terms "liability" and "expense"
     shall include, but shall not be limited to, counsel fees and disbursements
     and amounts of judgments, fines or penalties against, and amounts paid in
     settlement by, a director, officer or employee; (b) the terms "director,"
     "officer" and employee," unless the context otherwise requires, include the
     estate or personal representative of any such person; (c) a person is
     considered to be serving an employee benefit plan as a director, officer or
     employee of the plan at the Corporation's request if his duties to the
     Corporation also impose duties on, or otherwise involve services by, him to
     the plan or, in connection with the plan, to participants in or
     beneficiaries of the plan; (d) the term "occurrence" means any act or
     failure to act, actual or alleged, giving rise to a claim, action or
     proceeding; and (e) service as a trustee or as a member of a management or
     similar committee of a partnership, joint venture or limited liability
     company shall be considered service as a director, officer or employee of
     the trust, partnership, joint venture or limited liability company.

          The termination of any claim, action or proceeding, civil or criminal,
     by judgment, settlement, conviction or upon a plea of nolo contendere, or
     its equivalent, shall not create a presumption that a director, officer or
     employee did not meet the standards of conduct set forth in this paragraph
     1. The burden of proof shall be on the Corporation to establish, by a
     preponderance of the evidence, that the relevant standards of conduct set
     forth in this paragraph 1 have not been met.

          2.   Any indemnification under paragraph 1 of this Article VII shall
     be made unless (a) the Board, acting by a majority vote of those directors
     who were directors at the time of the occurrence giving rise to the claim,
     action or proceeding involved and who

                                       12
<PAGE>

     are not at the time parties to such claim, action or proceeding (provided
     there are at least five such directors), finds that the director, officer
     or employee has not met the relevant standards of conduct set forth in such
     paragraph 1, or (b) if there are not at least five such directors, the
     Corporation's principal Virginia legal counsel, as last designated by the
     Board as such prior to the time of the occurrence giving rise to the claim,
     action or proceeding involved, or in the event for any reason such Virginia
     counsel is unwilling to so serve, then Virginia legal counsel mutually
     acceptable to the Corporation and the person seeking indemnification,
     deliver to the Corporation their written advice that, in their opinion,
     such standards have not been met.

          3.   Expenses incurred with respect to any claim, action or proceeding
     of the character described in paragraph 1 shall, except as otherwise set
     forth in this paragraph 3, be advanced by the Corporation prior to the
     final disposition thereof upon receipt of an undertaking by or on behalf of
     the recipient to repay such amount if it is ultimately determined that he
     is not entitled to indemnification under this Article VII. No security
     shall be required for such undertaking and such undertaking shall be
     accepted without reference to the recipient's final ability to make
     repayment. Notwithstanding the foregoing, the Corporation may refrain from,
     or suspend, payment of expenses in advance if at any time before delivery
     of the final finding described in paragraph 2, the Board or Virginia legal
     counsel, as the case may be, acting in accordance with the procedures set
     forth in paragraph 2, find by a preponderance of the evidence then
     available that the officer, director or employee has not met the relevant
     standards of conduct set forth in paragraph 1.

          4.   No amendment or repeal of this Article VII shall adversely affect
     or deny to any director, officer or employee the rights of indemnification
     provided in this Article VII with respect to any liability or expense
     arising out of a claim, action or proceeding based in whole or substantial
     part on an occurrence the inception of which takes place before or while
     this Article VII, as set forth in these Amended and Restated Articles of
     Incorporation, is in effect. The provisions of this paragraph 4 shall apply
     to any such claim, action or proceeding whenever commenced, including any
     such claim, action or proceeding commenced after any amendment or repeal to
     this Article VII.

          5.   The rights of indemnification provided in this Article VII shall
     be in addition to any rights to which any such director, officer or
     employee may otherwise be entitled by contraction or as a matter of law.

          6.   In any proceeding brought by or in the right of the Corporation
     or brought by or on behalf of shareholders of the Corporation, no director
     or officer of the Corporation shall be liable to the Corporation or its
     shareholders for monetary damages with respect to any transaction,
     occurrence or course of conduct, whether prior or subsequent to the
     effective date of this Article VII, except for liability resulting from
     such person's having engaged in willful misconduct or a knowing violation
     of the criminal law or any federal or state securities law.

                                       13