<PAGE>

                                                                    EXHIBIT 3.01

                             ARTICLES OF AMENDMENT
            TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
                                XCELLENET, INC.



                                       1.

     The name of the corporation is "XcelleNet, Inc."

                                       2.

     The articles of incorporation of XcelleNet, Inc. are amended by:

     (I) Adding the following sentence to the end of Section 3.3:

          The designation of the preferences and other rights of the Series G
          Junior Participating Preferred Stock, for which sufficient authorized
          shares are available pursuant to Section 10 of each of Exhibits A, B,
          C and D to the Company's Amended and Restated Articles of
          Incorporation as a result of the conversion of all of the Convertible
          Preferred Stock, Series A, B, C, D, E and F, are attached as Exhibit E
          to these Amended and Restated Articles of Incorporation.

          (II) Adding the attached Exhibit E as Exhibit E to the Company's
          Amended and Restated Articles of Incorporation.

                                       3.

     The amendment was adopted on November 21, 1997.

                                       4.

     The amendment was duly adopted by the board of directors of XcelleNet, Inc.

     IN WITNESS WHEREOF, XcelleNet, Inc. has caused these Articles of Amendment
to be executed as of November 24, 1997.

                              XCELLENET, INC.



                              By:  /s/ Jeanne N. Bateman
                                   ---------------------
                                 Jeanne N. Bateman
                                 Vice President - Finance
<PAGE>

                                   EXHIBIT E
             TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
                               OF XCELLENET, INC.

        DESIGNATING THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF
                 SERIES G JUNIOR PARTICIPATING PREFERRED STOCK



          There is hereby designated, of the authorized but unissued shares of
Preferred Stock of the corporation, a series thereof, and the number of shares,
voting powers, designation, preferences, and relative, participating, optional,
and other special rights, and the qualifications, limitations, and restrictions
thereof, of the shares of such series (in addition to those set forth in the
Amended and Restated Articles of Incorporation, which are applicable to the
Preferred Stock of all series), shall be as follows:

          (1) Designation and Number of Shares.  The designation of this series
              --------------------------------
of Preferred Stock shall be "Series G Junior Participating Preferred Stock"
(hereinafter called "this Series"), to initially consist of 250,000 shares,
which number may from time to time be increased or decreased (but not below the
number then outstanding) by the Board of Directors by filing additional articles
of amendment to the corporation's amended and restated articles of
incorporation.  The shares of this Series are sometimes hereinafter referred to
as the "Shares."  Shares of this Series may be issued in fractional shares,
which fractional shares shall entitle the holder, in proportion to such holder's
fractional share, to all rights of a holder of a whole share of this Series.

          (2)  Distributions.
               -------------

               (a) Distribution Rights.  The holders of whole or fractional
                   -------------------
     Shares shall be entitled to receive, when, as, and if declared by the Board
     of Directors, subject to restrictions imposed by the Georgia Business
     Corporation Code or the Amended and Restated Articles of Incorporation on
     distributions to shareholders, and subject to the rights of the holders of
     any shares of any series of Preferred Stock ranking prior and superior to
     this series with respect to dividends, (i) on each date that dividends or
     other distributions (other than dividends or distributions payable in
     Common Stock of the corporation) are payable on or in respect of Common
     Stock comprising part of the Reference Package (as defined below), in an
     amount per whole share of this Series equal to the aggregate amount of
     dividends or other distributions (other than dividends or distributions
     payable in Common Stock of the corporation) that would be payable on such
     date to a holder of the Reference Package and (ii) on the last day of
     March, June, September and December in each year, in an amount per whole
     share of this Series equal to the excess (if any) of $1.00 over the
     aggregate dividends paid per whole share of this Series during the three-
     month period ending on such last day.
<PAGE>

     Each such dividend shall be paid to the holders of record of shares of this
     Series on the date, not exceeding sixty days preceding such dividend or
     distribution payment date, fixed for that purpose by the Board of Directors
     in advance of payment of each particular dividend or distribution.
     Dividends on each full and each fractional share of this Series shall be
     cumulative from the date such full or fractional share is originally
     issued; provided that any such full or fractional share originally issued
     after a dividend record date and on or prior to the dividend payment date
     to which such record date relates shall not be entitled to receive the
     dividend payable on such dividend payment date or any amount in respect of
     the period from such original issuance to such dividend payment date. The
     term "Reference Package" shall initially mean 100 shares of Common Stock,
     par value $0.01 per share ("Common Stock"), of the corporation.  In the
     event the corporation shall at any time (i) declare or pay a dividend on
     any Common Stock payable in Common Stock, (ii) subdivide any Common Stock
     or (iii) combine any Common Stock into a smaller number of shares, then and
     in each such case the Reference Package after such event shall be the
     Common Stock that a holder of the Reference Package immediately prior to
     such event would hold thereafter as a result thereof.  Holders of shares of
     this Series shall not be entitled to any dividends, whether payable in
     cash, property or stock, in excess of full cumulative dividends, as herein
     provided on this Series.

               So long as any shares of this Series are outstanding, no dividend
     (other than a dividend in Common Stock or in any other stock ranking junior
     to this Series as to dividends and upon liquidation) shall be declared or
     paid or set aside for payment or other distribution declared or made upon
     the Common Stock or upon any other stock ranking junior to this Series as
     to dividends or upon liquidation, nor shall any Common Stock nor any other
     stock of the corporation ranking junior to or on a parity with this Series
     as to dividends or upon liquidation be redeemed, purchased or otherwise
     acquired for any consideration (or any moneys to be paid to or made
     available for a sinking fund for the redemption of any shares of any such
     stock) by the corporation (except by conversion into or exchange for stock
     of the corporation ranking junior to this Series as to dividends and upon
     liquidation), unless, in each case, the full cumulative dividends
     (including the dividend to be due upon payment of such dividend,
     distribution, redemption, purchase or other acquisition) on all outstanding
     shares of this Series shall have been, or shall contemporaneously be, paid.

               (b) Shares Purchased by Corporation. Shares of this Series
                   -------------------------------
     purchased by the corporation shall be canceled and shall revert to
     authorized but unissued shares of Preferred Stock undesignated as to
     series, which shares may thereafter be provided for and designated by the
     Board of Directors pursuant to Article III of the Amended and Restated
     Articles of Incorporation as part of a series of Preferred Stock to the
     same extent as if such shares had not previously been provided for and
     designated as part of a series of Preferred Stock; but such shares shall
     not be reissued as shares of this Series.

                                      -2-
<PAGE>

     (3) Rights of Redemption.  The shares of this Series shall not be
         --------------------
redeemable.

     (4) Rights on Liquidation, Dissolution, or Winding Up.
         ------------------------------------------------

               (a) In the event of any liquidation, dissolution or winding up of
     the affairs of the corporation, whether voluntary or involuntary, the
     holders of full and fractional shares of this Series shall be entitled,
     before any distribution or payment is made on any date to the holders of
     the Common Stock or any other stock of the corporation ranking junior to
     this Series upon liquidation, to be paid in full an amount per whole share
     of this Series equal to the greater of (A) $1.00 or (B) the aggregate
     amount distributed or to be distributed prior to such date in connection
     with such liquidation, dissolution or winding up to a holder of the
     Reference Package (such greater amount being hereinafter referred to as the
     "Liquidation Preference"), together with accrued dividends to such
     distribution or payment date, whether or not earned or declared.  If such
     payment shall have been made in full to all holders of shares of this
     Series, the holders of shares of this Series as such shall have no right or
     claim to any of the remaining assets of the corporation.

               (b) In the event the assets of the corporation available for
     distribution to the holders of shares of this Series upon any liquidation,
     dissolution or winding up of the corporation, whether voluntary or
     involuntary, shall be insufficient to pay in full all amounts to which such
     holders are entitled pursuant to paragraph (a) above, no such distribution
     shall be made on account of any shares of any other class or series of
     Preferred Stock ranking on a parity with the shares of this Series upon
     such liquidation, dissolution or winding up unless proportionate
     distributive amounts shall be paid on account of the shares of this Series,
     ratably in proportion to the full distributable amounts for which holders
     of all such parity shares are respectively entitled upon such liquidation,
     dissolution or winding up.

               (c) Upon the liquidation, dissolution or winding up of the
     corporation, the holders of shares of this Series then outstanding shall be
     entitled to be paid out of assets of the corporation available for
     distribution to its stockholders all amounts to which such holders are
     entitled pursuant to paragraph (a) above before any payment shall be made
     to the holders of  Common Stock or any other stock of the corporation
     ranking junior upon liquidation to this Series.

               (d) For purposes of this Section (4), the consolidation or merger
     of, or binding share exchange by, the corporation with any other
     corporation shall not be deemed to constitute a liquidation, dissolution or
     winding up of the corporation.

          (5) Merger, Consolidation, Share Exchange.  In the event of any
              -------------------------------------
merger, consolidation, reclassification 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 this Series
shall at the same time be similarly

                                      -3-
<PAGE>

exchanged or changed in an amount per whole share equal to the aggregate amount
of stock, securities, cash and/or any other property (payable in kind), as the
case may be, that a holder of the Reference Package would be entitled to receive
as a result of such transaction.

          (6) Voting Rights.  In addition to any other vote or consent of
              -------------
shareholders required by law or by the Amended and Restated Articles of
Incorporation, as amended, of the corporation, each whole share of this Series
shall, on any matter, vote as a class with any other capital stock comprising
part of the Reference Package and voting on such matter and shall have the
number of votes thereon that a holder of the Reference Package would have.


                                      -4-
<PAGE>

                           CERTIFICATE OF RESTATEMENT



          Pursuant to Section 14-2-1007 of the Georgia Business Corporation
Code, XcelleNet, Inc., a Georgia corporation, (the "Corporation") hereby
certifies that:

                                      ONE

          The name of the Corporation is XcelleNet, Inc.

                                      TWO

          On February 7, 1994, Amended and Restated Articles of Incorporation of
the Corporation were duly adopted by the Board of Directors of the Corporation.

                                     THREE

          The Amended and Restated Articles of Incorporation of the Corporation
contain amendments to the Articles of Incorporation requiring shareholder
approval.

                                      FOUR

          On February 17, 1994, the shareholders of the Corporation duly
approved the Amended and Restated Articles of Incorporation of the Corporation
in their entirety, including all amendments contained therein, pursuant to
Section 14-2-1003 of the Georgia Business Corporation Code.

                                      FIVE

          The Amended and Restated Articles of Incorporation of the Corporation
supersede the original Articles of Incorporation and all amendments to them.
<PAGE>

          IN WITNESS WHEREOF, XcelleNet, Inc. has this Certificate of
Restatement to be executed by its duly authorized officers on this 24th day of
February, 1994.

                              XCELLENET, INC.



                              By:  /s/ Sidney V. Sack
                                   ------------------------------------
                                   Sidney V. Sack,
                                   Chief Financial Officer and Secretary


                                      -2-
<PAGE>

                              AMENDED AND RESTATED
                          ARTICLES OF INCORPORATION OF
                                XCELLENET, INC.



                                   ARTICLE I

                                      NAME

          The name of the corporation is XcelleNet, Inc.

                                   ARTICLE II

                               PURPOSE AND POWERS

          The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may now or hereafter be organized under the
Georgia Business Corporation Code.  It shall have all powers that may now or
hereafter be lawful for a corporation to exercise under the Georgia Business
Corporation Code.

                                  ARTICLE III
                               AUTHORIZED SHARES

          Section 3.1.  Authorized Shares.  The corporation shall have authority
to be exercised by the Board of Directors to issue not more than 30,000,000
shams of common stock of One Cent ($0.01) par value, such stock to be entitled
the "Common Stock" and 10,000,000 shares of preferred stock of One Cent ($0.01)
par value, such stock to be entitled the "Preferred Stock" and which may be
issued in series by the Board of Directors as provided below.

          Section 3.2  Preferred Stock.  Shares of Preferred Stock may be issued
from time to time in one or more series.  All shares of Preferred Stock shall be
of equal rank and shall be identical except with respect to the particulars that
may be fixed by the Board of Directors as hereinafter provided pursuant to
authority which is hereby expressly vested in the Board of Directors; and each
share of a series shall be identical in all respects with the other shares of
such series.  Different series of the same class of shams shall not be construed
to constitute different classes of shares for the purpose of voting by classes,
except when such voting by classes is expressly required by law.  Before any
shares of Preferred Stock of any particular series shall be issued, the Board of
Directors shall fix and determine and is hereby expressly empowered to fix and
determine, in the manner provided by law, the following provisions of the shares
of such series:
<PAGE>

          (i) the distinctive designation of such series and the number of
          shares which shall constitute such series, which number may be
          increased (except where otherwise provided by the Board of Directors
          in creating such series) or decreased (but not below the number of
          shares thereof then outstanding) from time to time by like action of
          the Board of Directors;

          (ii) the rate of dividend payable on shares of such series, the times
          of payment of dividends, whether dividends shall be cumulative,
          conditions upon which and the date from which such dividends shall be
          accumulated on all shares of such series, and whether arrearages on
          the payment of dividends will bear interest;

          (iii)  the time or times when and the price or prices at which shares
          of such series shall be redeemable and the purchase, retirement or
          sinking fund provisions, if any, for the purchase or the redemption of
          such shares;

          (iv) the amount payable on shares of such series in the event of any
          voluntary or involuntary liquidation, which shall not be deemed to
          include the merger or consolidation of the corporation or a sale,
          lease, or conveyance of all or part of the assets of the corporation;

          (v) the rights, if any, of the holders of shares of such series to
          convert such shares into, or exchange such series for, shares of
          Common Stock or shares of any other series of Preferred Stock and the
          terms and conditions of such conversion or exchange;

          (vi) the voting rights of shares of such series or absence thereof and
          the extent of such voting rights, if any.

          Section 3.3.  Designations of Preferences of Preferred Stock.   The
designations of the preferences and other rights of the Convertible, Preferred
Stock, Series A, B, and C, are attached as Exhibit A to these Amended and
Restated Articles of Incorporation, and the designations of the preferences and
other rights of the Convertible, Preferred Stock, Series D, E, and F, are
attached as Exhibits B, C, and D, respectively, to these Amended and Restated
Articles of Incorporation.

                                   ARTICLE IV
                               PREEMPTIVE RIGHTS

          None of the holders of shares of any class of stock of the corporation
shall be entitled as a matter of right to purchase, subscribe for or otherwise
acquire any new or additional shares of stock of the corporation of any class
now or hereafter authorized, or any options or warrants to purchase, subscribe
for or otherwise acquire any such new or additional shares, or any shares,
evidences of indebtedness, or any other securities


                                      -2-
<PAGE>

convertible into or carrying options or warrants to purchase, subscribe for or
otherwise acquire any new or additional shares.

                                   ARTICLE V

                          Constituency Considerations

          In discharging the duties of their respective positions and in
determining what is believed to be in the best interests of the corporation, the
Board of Directors, committees of the Board of Directors, and individual
directors, in addition to considering the effects of any action on the
corporation or its shareholders, may consider the interests of the employees,
customers, suppliers, and creditors of the corporation and its subsidiaries, the
communities in which offices or other establishments of the corporation and its
subsidiaries are located, and all other factors such directors consider
pertinent; provided, however, that this Article shall be deemed solely to grant
discretionary, authority to the directors and shall not be deemed to provide to
any constituency any right to be considered.

                                   ARTICLE VI

                      Limitation on Liability of Directors

          Section 6.1.  Limitation on Liability.  A director of the corporation
shall not be personally liable to the corporation or its shareholders for
monetary damages for breach of duty of care or other duty as a director, except
for liability (i) for any appropriation in violation of his duties, of any
business opportunity of the corporation. (ii) for acts or omissions which
involved intentional misconduct or a knowing violation of law, (iii) of the
types set forth in Section 14-2-832 of the Georgia Business Corporation Code, or
(iv) for any transaction from which the director derived an improper personal
benefit The provisions of this Article shall not apply with respect to acts or
omissions occurring prior to the effective date of this Article.

          Section 6.2.  Repeal or Modification of this Article.  Any repeal or
modification of the provisions of this Article by the shareholders of the
corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the corporation with
respect to any act or omission occurring prior to the effective date of such
repeal or modification.

          Section 6.3.  Amendment of the Georgia Business Corporation Code.  If
the Georgia Business Corporation Code hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Georgia Business Corporation Code.

                                      -3-
<PAGE>

                                  ARTICLE VII
                                  SEVERABILITY

          In the event that any of the provisions of these Articles of
Incorporation (including any provision within a single Section, paragraph or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions are severable and shall remain
enforceable to the full extent permitted by law.

          IN WITNESS WHEREOF, XcelleNet, Inc. executes these Amended and
Restated Articles of Incorporation by its duly authorized officer on this 24th
day of February, 1994.

                              XCELLENET, INC.



                              By:  /s/ Sidney V. Sack
                                   ------------------------
                                   Sidney V. Sack
                                   Secretary


                                      -4-
<PAGE>

                                   EXHIBIT A
             TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                                XCELLENET, INC.

                DESIGNATING THE PREFERENCES AND OTHER RIGHTS OF
         CONVERTIBLE PREFERRED STOCK, SERIES A, SERIES B, AND SERIES C



          There is hereby designated, of the authorized but unissued shares of
Preferred Stock of the Corporation, three series thereof, and the number of
shares, voting powers, designation, preferences, and relative, participating,
optional, and other special rights, and the qualifications, limitations, and
restrictions thereof, of the shares of each such series (in addition to those
set forth in the Articles of Incorporation which are applicable to the Preferred
Stock of all series), shall be as follows:

          (1) Designation and Number of Shares.  The designation of these series
              --------------------------------
of Preferred Stock shall be: (i) "Convertible Preferred Stock, Series 'A'"
(hereinafter called "Series A"), to consist of 375,000 shares; (ii) "Convertible
Preferred Stock, Series 'B'" (hereinafter called "Series B"), to consist of
250,000 shares; and (iii) "Convertible Preferred Stock, Series 'C'" (hereinafter
called "Series C"), to consist of 214,750 shares.  The shares of Series A,
Series B, and Series C are hereinafter collectively referred to as the "Shares".

          (2)  Distributions.
               -------------

               (a) Distribution Rights.  The holder of Shares shall be entitled
                   -------------------
     to receive, when, as, and if declared by the Board of Directors, subject to
     restrictions imposed by the Georgia Business Corporation Code or the
     Articles of Incorporation on distributions to shareholders, and subject to
     the provisions of paragraph (4) with respect to distributions in the event
     of any voluntary or involuntary liquidation, dissolution, or winding up of
     the affairs of the Corporation, transfers of money or other property
     (except of the Corporation's own shares) or incurrence of indebtedness by
     the Corporation in respect of any of its shares, whether by dividend,
     purchase, redemption, or other acquisition of shares, a distribution of
     indebtedness, or otherwise (hereinafter referred to as a "distribution"),
     in an amount equal to the distribution declared for each Share or for each
     share of Common Stock.  So long as any Shares shall remain outstanding, (i)
     no distribution whatsoever shall be declared or paid upon or set apart for
     the Shares or for the Common Stock or any other shares ranking on a parity
     with or junior to the Shares in payment of distributions; (ii) no
     redemption or purchase by the Corporation of Shares or of any shares
     ranking on a parity with or junior to the Shares in payment of
     distributions shall occur; and (iii) no moneys shall be paid to or made
     available for a sinking fund for the redemption or purchase of any such
     shares or otherwise applied to any such redemption or purchase, unless in
     each instance distributions, redemptions, or payments
<PAGE>

     in an equal amount per share shall have been declared and sufficient funds
     set aside for the payment thereof to the holders of the Shares.

               (b) Shares Held by Corporation. For the purposes of this
                   --------------------------
     paragraph (2), no Share shall be deemed to be issued or outstanding at any
     time at which it is held by, or for the account of the Corporation or by or
     for the account of any majority-owned subsidiary of the Corporation.

     (3) Rights of Redemption. The Shares will not be subject to redemption by
         --------------------
     the Corporation.

     (4) Rights on Liquidation, Dissolution, or Winding Up.
         -------------------------------------------------

               (a) In the event of any voluntary or involuntary liquidation,
     dissolution, or winding up of the affairs of the Corporation, the holders
     of the Shares then outstanding shall be entitled to be paid, out of the
     assets of the Corporation available for distribution to its shareholders,
     before any payment shall be made to the holders of Common Stock or any
     shares ranking on liquidation junior to the Shares, (i) an amount equal to
     $4.80 per share of Series A; (ii) an amount equal to $4.85 per share of
     Series B; and (iii) an amount equal to $7.00 per share of Series C.  If
     upon voluntary or involuntary liquidation, dissolution, or winding up of
     the affairs of the Corporation, the assets of the Corporation available for
     distribution to its shareholders shall be insufficient to pay the holders
     of the Shares and of any shares ranking on liquidation on a parity with the
     Shares the full amounts to which they respectively shall be entitled, the
     holders of such Shares and of such parity shares shall share ratably in any
     distribution of assets according to the respective amounts which would be
     payable in respect of the shares held by them upon such distribution if all
     amounts payable on or with respect to said shares were paid in full.  In
     the event of any voluntary or involuntary liquidation, dissolution, or
     winding up of the affairs of the Corporation, after payment shall have been
     made to the holders of the Shares and of any shares ranking on liquidation
     on a parity with the shares of the full amount to which such shares shall
     be entitled as aforesaid, no further payments or distributions shall be
     made with respect to the shares of Series C, but the holders of the shares
     of Series A and Series B shall be entitled to be paid an amount per share
     of Series A and Series B equal to the distribution to be made with respect
     to each share of Common Stock from all remaining assets of the corporation
     available for distribution to its shareholders.

               (b) For the purposes of this paragraph (4), the sale, transfer,
     exchange or other disposition of all or substantially all of the assets of
     the Corporation shall be deemed to be a liquidation of the Corporation, and
     the allocation of any cash, securities, or other property received by the
     Corporation in consideration for such sale shall be made in accordance with
     the provisions of paragraph (4)(a) as if such sale of assets were a
     liquidation of the Corporation.  Nothing herein shall be construed as
     requiring or permitting a sale of assets to be treated as a liquidation for
     any purpose other than the allocations provided for in this subparagraph
     (4)(b).

                                      -2-
<PAGE>

               (c) Notwithstanding any other provision of this paragraph (4),
     the merger, consolidation, or similar business combination of the
     Corporation into or with any other corporation or the acquisition by any
     other corporation of all of the outstanding shares of one or more classes
     or series of the Corporation through a statutory share exchange or similar
     business combination, in which, following such merger, consolidation, share
     exchange, or similar business combination, less than 50% of the voting
     power of the surviving entity is hold by persons that were shareholders of
     the Corporation immediately prior to such merger, consolidation, share
     exchange, or similar business combination (an "Acquisition Event"), shall
     be deemed to be a liquidation of the Corporation; provided, however, that
     such a deemed liquidation shall not be governed by the provisions of
     paragraph (4)(a) but by the following provisions of this paragraph (4)(c).
     Upon the occurrence of an Acquisition Event, the holders of the Shares then
     outstanding shall be entitled to be allocated, out of such cash. securities
     or other property, before any allocation shall be made to the holders of
     Common Stock or any shares ranking on liquidation junior to the Shares, (i)
     an amount equal to $4.80 per share of Series A, (ii) an amount equal to
     $4.85 per share of Series B, and (iii) an amount equal to $7.00 per share
     of Series C.  If upon such Acquisition Event, the Cash, securities, or
     other property into which the shares of capital stock of the Corporation
     are to be converted shall be insufficient to pay the holders of the Shares
     and of any  shares ranking on liquidation on a parity with the Shares the
     full amounts to which they respectively shall be entitled pursuant to this
     paragraph (4)(c), the holders of such Shares and of such parity shares
     shall share ratably in any cash, securities or other property into which
     shares of capital stock of the Corporation are to be converted according to
     the respective amounts which would be payable in respect of the shares held
     by them upon such payment if all amounts payable on or with respect to said
     shares were paid in full.  Upon the occurrence of any Acquisition Event,
     after payment shall have been made to the holders of the Shares and of any
     shares ranking on liquidation on a parity with the Shares of the full
     amount to which such Shares shall be entitled pursuant to this paragraph
     (4)(c), no further payments or distributions shall be made with respect to
     the Shares and all remaining cash, securities, or other property into which
     shares of capital stock of the Corporation are to be converted shall be
     allocated ratably to the Common Stock.  Nothing herein shall be construed
     as requiring or permitting a merger, consolidation, share exchange, other
     business combination, to be treated as a liquidation for any purpose other
     than the allocations provided for in this paragraph (4)(c).

               (d) Except as provided in paragraph (4)(b) and (4)(c), the
     merger, consolidation, or similar business combination of the Corporation
     into or with any other corporation, the merger, consolidation, or similar
     business combination of any other corporation into or with the Corporation,
     the acquisition by any other corporation of all of the outstanding shares
     of one or more classes or series of the statutory share exchange or similar
     Corporation through a business combination, or the sale, transfer,
     mortgage, pledge, or lease of the assets of the Corporation, shall not be
     deemed to be a liquidation, dissolution, or winding up of the affairs of
     the Corporation within the meaning of paragraph (4).  Except as provided in
     paragraph (4)(c), the entitlement of the holders of

                                      -3-
<PAGE>

     Shares in the case of the merger, consolidation, or similar business
     combination of the Corporation into or with any other corporation, the
     merger, consolidation, or similar business combination of any other
     corporation into or with the Corporation, of the acquisition by any other
     corporation of all of the outstanding shares of one or more classes or
     series of the Corporation through a statutory share exchange or similar
     business combination, shall be:  (x) if this Corporation shall not be a
     surviving corporation in such transaction, to receive shares of the
     surviving corporation having the same rights as the Shares, including,
     without limitation, conversion rights based upon a Stock Unit as referred
     to in paragraph (5)(c), or (y) if this Corporation is a surviving
     corporation in such a transaction, that the transaction does not effect any
     amendment or repeal of any of the terms and provisions of the outstanding
     Shares in a manner adversely affecting the holders thereof, which if made
     through an amendment to the Articles of Incorporation would require
     authorization by the vote referred to in paragraph (7)(b).  No such merger,
     consolidation, share exchange, or similar transaction shall be effected
     unless provision for such entitlement is made or shall result and be met
     for the holders of the Shares, unless such transaction shall, in addition
     to any other vote required, be authorized by the vote referred to in
     paragraph (7)(b).

               (e) Written notice of any voluntary or involuntary dissolution,
     liquidation, or winding up of the affairs of the Corporation within the
     meaning of paragraph (4)(a), (4)(b) and (4)(c), stating a payment date and
     the place where the distributable amounts shall be payable, shall be given
     by first-class mail, postage prepaid, not less than 30 days prior to the
     payment date stated therein, to each record holder of the Shares at his
     address as the same shall appear on the shareholder records of the
     Corporation.

     (5) Conversion Rights.  The Shares shall be convertible into Common Stock,
         -----------------
     $.01 par value per share, of the Corporation on the following terms and
     conditions:

               (a) Term.  Subject to and upon compliance with the provisions of
                   ----
     this paragraph (5), the holder of any Shares may convert any Shares at his
     option at any time (during business hours on a Business Day) at the offices
     of the Company, or at such other place or places, if any, as the Board of
     Directors may determine, into such number of fully paid and nonassessable
     shares of Common Stock (or other property) as are issuable pursuant to the
     conversion formula set forth in paragraph (5)(c), as the same may be
     adjusted from time to time pursuant to paragraph (6).  The Corporation
     shall make no payment or adjustment on account of distributions accrued or
     in arrears on the Shares surrendered for conversion and no adjustment on
     account of distributions on the shares of Common Stock issuable upon
     conversion.

               (b) Surrender of Shares.  In order for any holder of Shares to be
                   -------------------
     entitled to convert the same into Common Stock, he shall surrender the
     certificate or certificates for such Shares at one of the places referred
     to in paragraph (5)(a), duly endorsed to the Corporation or in blank or
     accompanied by proper instruments of transfer to the Corporation or in
     blank, and shall give written notice to the Corporation at said place that
     he elects to convert said Shares and shall state in writing therein the
     name or names in

                                      -4-
<PAGE>

     which he wishes the certificate or certificates for shares of Common Stock
     issuable on such conversion to be issued.  Subject to the provisions of
     paragraph (5)(a), every such notice of election to convert shall constitute
     a contract between the holder of such Shares and the Corporation (i)
     whereby such holder shall be deemed to subscribe for the amount of Common
     Stock which he will be entitled to receive upon such conversion and, in
     payment and satisfaction of such subscription, to surrender the Shares to
     be converted and to release the Corporation from all obligation thereon,
     and (ii) whereby the Corporation shall be deemed to agree that the
     surrender of the certificate or certificates for such Shares and the
     extinguishment of obligation thereon shall constitute full payment of such
     subscription for the Common Stock so subscribed for and to be issued upon
     such conversion.

               The Corporation will as soon as practicable after such deposit of
     certificates for Shares, accompanied by the written notice and the
     statement above prescribed, issue and deliver to the person for whose
     account such Shares were so surrendered, or to his nominee or nominees, a
     certificate or certificates for the number of full shares of Common Stock
     to which he shall be entitled as aforesaid. together with a check or cash
     in respect of any fraction of a share as hereinafter provided in paragraph
     (5)(f).  Subject to the following provisions of this paragraph (5), such
     conversion shall be deemed to have been made on the Business Day on which
     the Corporation shall have received the Shares to be converted and the
     notice and statement above prescribed, and the person or persons entitled
     to receive the Common Stock issuable upon conversion of such Shares shall
     be deemed for all purposes to have become the record holder or holders of
     such Common Stock and to have ceased to be the holder of the Shares
     surrendered for conversion on such Business Day.  The Corporation shall not
     be required to convert, and no surrender of any Shares shall be effective
     for that purpose, while the shareholder records of the Corporation are
     closed for any purpose, but the surrender of any Shares for conversion
     during any period while such records are closed shall become effective for
     conversion immediately upon the reopening of such records, as if the
     conversion had been made on the date such Shares were surrendered, and on
     the basis of conversion in effect on the date of such surrender.  Nothing
     in the preceding sentence shall require the Corporation to effect
     conversions otherwise than during business hours upon a Business Day, and
     Shares which are surrendered for conversion upon a day which is not a
     Business Day shall be deemed to be so surrendered upon the next succeeding
     Business Day.

               (c) Stock Unit.  Each share shall be convertible, at the times
                   ----------
     and places and in the manner referred to in subparagraphs (a) and (b)
     above, into one "Stock Unit".  The Contents of a Stock Unit as of the date
     of filing these Articles of Amendment with the Secretary of State of the
     State of Georgia, shall be one (1) share of Common Stock (as constituted
     upon such date) of the Corporation.  The contents of a Stock Unit shall
     thereafter be subject to adjustment in accordance with the provisions of
     paragraph (6).

               (d) Taxes.  The issue of share certificates on conversion of
                   -----
     Shares shall be made free of any tax in respect of such issue.  The
     Corporation shall not, however, be required to pay any tax which may be
     payable in respect to any transfer involved in the


                                      -5-
<PAGE>

     issue and delivery of shares in a name other than that of the holder of the
     Shares converted, and the Corporation shall not be required to issue or
     deliver any such share certificate unless and until the person or persons
     requesting the issuance thereof shall have paid to the Corporation the
     amount of any such tax or shall have established to the satisfaction of the
     Corporation that such tax has been paid.

               (e) Reservation of Shares.  The corporation shall at all times
                   ---------------------
     reserve and keep available, out of its authorized and unissued shares,
     solely for the purpose of effecting the conversion of Shares, such number
     of shares of Common Stock as shall from time to time be sufficient to
     effect the conversion of all Shares from time to time outstanding.  The
     Corporation shall from time to time, in accordance with the Georgia
     Business Corporation Code, use its best efforts to cause the number of
     authorized shares of its Common Stock to be increased if at any time the
     number of authorized shares of Common Stock remaining unissued shall not be
     sufficient to permit the conversion of all of the then outstanding Shares.

               (f) Fractional Shares.  The Corporation shall not be required to
                   -----------------
     issue fractional shares of Common Stock or scrip upon conversion of Shares.
     As to any final fraction of a share of Common Stock which a holder of one
     or more Shares would otherwise be entitled to receive upon conversion of
     Shares in the same transaction, the Corporation shall pay a cash adjustment
     in respect of such final fraction in an amount equal to:  (i) $4.80 per
     share of Series A; (ii) $4.85 per share of Series B; or (iii) $7.00 per
     share of Series C.

     (6) Antidilution.  The number of shares of Common Stock comprising a Stock
         ------------
     Unit shall be subject to adjustment from time to time, as follows:

               (a) Recapitalization.  In case the Corporation after the date of
                   ----------------
     filing these Articles of Amendment with the Secretary of State of the State
     of Georgia (the "Base Date") shall (i) issue a share dividend to the
     holders of its Common Stock, (ii) combine its outstanding shares of Common
     Stock into a smaller number of shares, or (iii) issue by reclassification
     of its shares of Common Stock any shares of the Corporation, then the
     number of shares of Common Stock comprising a Stock Unit immediately after
     the happening of any of the events described above shall be adjusted so as
     to consist of the number of shares of the Corporation which a record holder
     of the number of shares of Common Stock comprising a Stock Unit immediately
     prior to the happening of such event would own or be entitled to receive
     after the happening of such event (taking into account fractional interests
     in shares included in a Stock Unit to the nearest one-hundredth of a share,
     and for the purposes of the foregoing considering such fractional interests
     as outstanding fractional shares).  Similar adjustments to the content of a
     Stock Unit shall be made if any of the events described above in this
     subparagraph (a) shall thereafter occur.  An adjustment made pursuant to
     this subparagraph (4) shall become effective retroactively immediately
     after the record date in the case of a share dividend. and shall become
     effective immediately after the effective date in the case of a

                                      -6-
<PAGE>

     combination or reclassification, subject in each case to the provisions of
     subparagraph (c) of this paragraph (6).

               (b) Merger, Consolidation, or Share Exchange.  In case, after the
                   ----------------------------------------
     Base Date, as a result of a merger, consolidation, or similar business
     combination of the Corporation into or with another corporation, the
     acquisition by any other corporation of all of the outstanding shares of
     one or more classes or series of the Corporation through a statutory share
     exchange or similar business combination, or the sale or other transfer of
     the Corporation's property, assets, and business substantially as an entity
     to a successor corporation, the Common Stock is in effect changed, in whole
     or in part, into a different kind or class of shares or other securities or
     property, the contents of a Stock Unit shall thereupon become the kind and
     amount of shares or other securities or property receivable upon such
     merger, consolidation, share exchange, or similar business combination, or
     upon the dissolution following such sale or other transfer, by a record
     holder of the number of shares of Common Stock comprising a Stock Unit
     immediately prior to such change.

               (c) De Minimus Adjustments.  No adjustment in the number of
                   ----------------------
     shares of Common Stock comprising a Stock Unit shall be required under this
     paragraph (6) unless such adjustment would require an increase or decrease
     of at least 1% in the number of shares of Common Stock at the time
     comprising a Stock Unit, or a change in the kind of class of shares or
     other securities or property Comprising a Stock Unit; provided, however,
     that any adjustments which by reason of the foregoing are not required at
     the time to be made shall be carried forward and taken into account and
     included in determining the amount of any subsequent adjustment.  If the
     Corporation shall take a record of the holders of its Common Stock for the
     purpose of entitling them to receive any dividend or distribution or any
     subscription or purchase rights and shall, thereafter and before the
     distribution to shareholders of any such dividend, distribution, or
     subscription or purchase rights, legally abandon its plan to pay or deliver
     such dividend, distribution, or subscription or purchase rights, then no
     adjustment in the number of shares of Common Stock comprising a Stock Unit
     shall be required by reason of the taking of such record.

               (d) Other Actions by Corporation.  In case the Corporation after
                   ----------------------------
     the Base Date shall take any action affecting the Common Stock, other then
     action described in subparagraphs (a) and (b) of this paragraph (6), which
     in the opinion of the Board of Directors of the Corporation would
     materially affect the rights of this holders of the Shares, the Common
     Stock included in a Stock Unit shall be adjusted in such manner, if any,
     and at such time, as the Board of Directors of the Corporation, in its sole
     discretion, may determine to be equitable in the circumstances.  Failure of
     the board of Directors of the Corporation to provide for an adjustment
     prior to the effective date of any such action by the corporation affecting
     the Common Stock shall be conclusive evidence that the Board of Directors
     of the Corporation has determined that it is equitable to make no
     adjustment in the circumstances.


                                      -7-
<PAGE>

               (e) Notices of Adjustment.  Whenever the content of a Stock Unit
                   ---------------------
     is adjusted pursuant to this paragraph (6), the Corporation shall promptly
     mail to each holder of record of the Shares a certificate signed by the
     President or Vice President and by the Treasurer or an Assistant Treasurer
     or the Secretary or an Assistant Secretary of the Corporation setting forth
     in reasonable detail the events requiring the adjustment and the method by
     which such adjustment was calculated and specifying the number, or kind, or
     class of shares or other securities or property comprising a Stock Unit
     after giving effect to such adjustment.

               Failure to file any certificate or notice or to publish or mail
     any notice, or any defect in any certificate or notice, pursuant to this
     paragraph (6) shall not affect the legality or validity of the adjustment
     in the content of a Stock unit or of any transaction giving rise thereto.

               (f) Definition of Terms.  For the purposes of this paragraph (6),
                   -------------------
     the number of shares of Common Stock at any time outstanding shall not
     include shares then owned or held by or for the account of the Corporation
     or any majority-owned subsidiary.

               For the purposes of this paragraph (6), the term "Common Stock"
     shall mean (i) the class of shares designated as the Common Stock, par
     value $.01 per share, of the Corporation at the Base Date or (ii) any other
     class of shares resulting from successive changes or reclassifications of
     such Common Stock consisting solely of changes in par value, or from par
     value to no par value, or from no par value to par value.  In the event
     that at any time, as a result of an adjustment made pursuant to this
     paragraph (6), a Stock Unit shall include shares of the Corporation other
     than shares of Common Stock. thereafter the number of such other shares so
     included in a Stock Unit shall be subject to adjustment from time to time
     in a manner and on terms as nearly equivalent as practicable to the
     provisions with respect to the Common stock contained in subparagraphs (a)
     and (b) of this paragraph (6), and all other provisions of this paragraph
     (6) with respect to Common Stock shall apply on like terms to any such
     other shares.  Subject to the foregoing, and unless the context requires
     otherwise, all references to Common Stock in this paragraph (6) shall, in
     the event of an adjustment pursuant to this paragraph (6), be deemed to
     refer also to any other securities or property then comprising a Stock Unit
     as a result of such adjustments.

     (7)  Voting Rights.
          -------------

               (a) Voting Rights.  The holders of record of the Shares shall
                   -------------
     have one (1) vote in respect of each Share held by such holder of record
     with respect to every matter coming before any meeting of the shareholders,
     or otherwise to be acted upon by the shareholders; except that, if at any
     time the contents of the Stock Unit referred to in subparagraph 5(c) shall
     include more or fewer than one (1) share of Common Stock of the
     Corporation, each Share shall have a number of votes per share equal to the
     fractional number of shares of Common Stock (to the nearest one-hundredth
     of a share) contained in a Stock Unit upon the record date to determine
     entitlement to vote, but not less than

                                      -8-
<PAGE>

     one (1) vote per share.  In all votes of shareholders, the holders of the
     Shares shall vote in the same class as the holders of Common Stock except
     as expressly provided in this statement of Designation, Preferences, and
     Other Rights or as otherwise required by the Georgia Business Corporation
     Code.

          (b)  Amendment of Terms of Shares.
               ----------------------------

                    (i) Notwithstanding the provisions of subparagraph 7(a), so
          long as any shares of Series A shall be outstanding, the Corporation
          shall not, without the affirmative vote at a meeting called for that
          purpose or the written consent of the holders of at least a majority
          of the aggregate number of shares of Series A at the time outstanding,
          or such greater vote as may be required by the Georgia Business
          Corporation Code, adopt any amendment to the Articles of Incorporation
          which would amend or repeal any of the terms and provisions of the
          outstanding shares of Series A in a manner materially affecting the
          holders thereof.

                    (ii) Notwithstanding the provisions of subparagraph 7(a), so
          long as any shares of Series B shall be outstanding, the Corporation
          shall not, without the affirmative vote at a meeting called for that
          purpose or the written consent of the holders of at least a majority
          of the aggregate number of shares of Series B at the time outstanding,
          or such greater vote as may be required by the Georgia Business
          Corporation Code, adopt any amendment to the Articles of Incorporation
          which would amend or repeal any of the terms and provisions of the
          outstanding shares of Series a in a manner materially affecting the
          holders thereof.

                    (iii)  Notwithstanding the provisions of subparagraph 7(a),
          so long as any shares of Series C shall be outstanding, the
          corporation shall not, without the affirmative vote at a meeting
          called for that purpose or the written consent of the holders of at
          least a majority of the aggregate number of shares of Series C at the
          time outstanding, or such greater vote as may be required by the
          Georgia Business Corporation Code, adopt any amendment to the Articles
          of Incorporation which would amend or repeal any of the terms and
          provisions of the outstanding shares of Series C in a manner
          materially affecting the holders thereof.

          (c)  (i)  Issuance of Senior Preferred Shares.  So long as any Shares
                    -----------------------------------
          shall be outstanding, the Corporation shall not, without the
          affirmative vote at a meeting called for that purpose or the written
          consent of the holders of at least a majority of the aggregate amount
          of shares of each of the Series A, Series B, and Series C outstanding,
          take action to authorize any class of shares ranking prior to the
          Shares, or to increase the authorized number of shares of any such
          prior class.

                    (ii) Definition of Senior Preferred Shares.  For the
                         -------------------------------------
          purposes of this subparagraph (c), shares shall be deemed to rank
          prior to the Shares if the holders thereof shall be entitled to the
          receipt of distributions or of amounts distributable on liquidation,
          dissolution, at winding up of the affairs of the Corporation, as the

                                      -9-
<PAGE>

          case may be, in preference or priority to the holders of the Shares,
          but shall be deemed to rank an a parity with, and not prior to the
          Shares, if the holders of such class shall be entitled to the receipt
          of distributions or of amounts distributable on liquidation,
          dissolution, or winding up of the affairs of the Corporation, as the
          case may be, in proportion to-their respective distribution rates or
          liquidation prices. without preference or priority one over the other
          as between the holders of such shares and the holders of the Shares,
          whether or not the distribution rates, distribution payment dates, or
          liquidation prices per share thereof are different from those of the
          Shares (including without limitation, whether or not such other shares
          shall have the benefit of any provision for any extra participating
          preferred distribution.  It shall not be deemed to be the creation of
          any such prior class or series of shares if the Corporation shall take
          action to authorize the creation or issuance of any indebtedness of
          the withstanding that such indebtedness may be subordinate to other
          indebtedness of the Corporation, and notwithstanding that such
          indebtedness may be convertible at the option of the Corporation or
          the option of the holder into shares of the Corporation (but the
          authorization of any such shares which are prior to the Shares shall
          be subject to the foregoing provisions), and notwithstanding that such
          indebtedness may be both so subordinate and so convertible.

               (d) Exceptions to Voting Rights.  It shall not constitute any
                   ---------------------------
     amendment or repeal of the terms and provisions of any of the outstanding
     Shares having an adverse effect on the holders thereof within the meaning
     of subparagraph (b) of this paragraph (7) for the corporation to take
     action to authorize any other class or series of shares ranking on a parity
     with the Shares as to either distributions or liquidation preferences or
     both; and, except as otherwise provided by law or expressly otherwise
     provided herein, any such action may be authorized without the concurrence
     of holders of the Shares.

               Notwithstanding the provisions of subparagraphs (b) or (c) above,
     unless otherwise specifically provided in subparagraph (7)(c)(ii) as to
     series of Preferred Stock prior to the Shares, no vote or consent of the
     holders of Shares shall be required in connection with the authorization of
     any series of Preferred Stock or the issuance of any shares of any such
     series or the adoption by the board of Directors of the Corporation of any
     resolution providing for a series of Preferred Stock.

          (8) Relationship to Other Series of Preferred Stock.  Without limiting
              -----------------------------------------------
in any manner the powers of the Board of Directors as expressed in Article Five
of the Articles of Incorporation, it is expressly understood that the Board of
Directors, without any action on the part of shareholders, may provide in the
Articles of Amendment providing for any series of Preferred Stock such
conforming provisions and such restrictions on any series (including the Shares)
as are reasonably designed to permit consistent treatment among parity series
(without materially adversely affecting the rights of the holders of the
Shares), including, without limitation, restrictions on the payment of
distributions on and/or purchase or redemption (or the setting aside of amounts
into a sinking fund for purchase or redemption) of shares ranking on a parity
with or junior to such newly created series, which restrictions are applicable
to such parity or junior


                                     -10-
<PAGE>

series (including the Shares); without limitation, such restrictions may operate
in a manner similar to the manner in which the provisions of paragraph (2)
relating to such matters apply by their terms to shares on a parity with or
junior to the Shares.

          (9)  Meaning of Certain Terms.
               ------------------------

               (a) For the purposes hereof, shares shall be deemed to rank:

                    (i) prior to Shares either as to distributions or on
          liquidation if the holders thereof shall be entitled to the receipt of
          distributions or of amounts distributable on liquidation, dissolution,
          or winding up of the affairs of the Corporation, as the case may be,
          in preference or priority to the holders of the Shares;

                    (ii) on a parity with Shares as to distributions or on
          liquidation, whether or not the distribution rates, distribution
          payment dates, at redemption or liquidation prices per share thereof
          are different from those of the Shares (including, without limitation,
          whether or not such other shares shall have the benefit of any
          provision for any extra participating preferred distribution), if the
          holders thereof shall be entitled to the receipt of distributions or
          of amounts distributable on liquidation, dissolution, at winding up of
          the affairs of the Corporation, as the case may be, in proportion to
          their respective distribution rates or liquidation prices, without
          preference at priority one over the other as between the holders of
          such shares and the holders of the Shares; and

                    (iii)  junior to Shares either as to distributions or on
          liquidation if the rights of the holders thereof shall be subject or
          subordinate to the rights of the holders of the Shares in respect of
          the receipt of distributions or of the amounts distributable on
          liquidation, dissolution, or winding up of the affairs of the
          Corporation, as the case may be.

               (b) For the purposes hereof, "Business Day" shall mean any day
     upon which commercial banks in the City of Atlanta, Georgia are required to
     be open for the transaction of their general banking business.

          (10) Certain Provisions Concerning Conversion and Retirement.  Upon
               -------------------------------------------------------
the conversion of any of the Shares pursuant to the provisions of paragraph (5),
such Shares shall be deemed to be retired.  Upon any such retirement and upon
such conversion, the Shares so converted or otherwise so retired shall be
restored to the status of authorized but undesignated and unissued Shares of
Preferred Stock of the Corporation, which shares may thereafter be provided for
and designated by the Board of Directors pursuant to Article Five of the
Articles of Incorporation as part of a series of Preferred Stock to the same
extent as if such shares had not previously been provided for and designated as
part of a series of Preferred Stock; but such shares shall not be reissued as
shares of Series A, Series B, or Series C.


                                     -11-
<PAGE>

          (11) Amendment.  The Board of Directors reserves the right to amend
               ---------
the provisions of these Articles of Amendment subject to the provisions of
paragraph (7); without limiting the generality of the foregoing, the Board of
Directors may amend the provisions of these Articles of Amendment without any
vote or consent of the shareholders of the Corporation of any class or series by
decreasing (including a decrease to zero) (but not increasing) the number of
Shares designated hereby, but no such decrease shall be effected to a number
less than the number to Shares at the time issued and outstanding.


                                     -12-
<PAGE>

                                   EXHIBIT  B
             TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                                XCELLENET, INC.

                DESIGNATING THE PREFERENCES AND OTHER RIGHTS OF
                     CONVERTIBLE PREFERRED STOCK, SERIES D



          In addition to the Convertible Preferred Stock, Series A, Series B and
Series C, there is hereby designated, of the authorized but unissued shares of
Preferred Stock of the Corporation, a separate series thereof, and the number of
shares, voting powers, designation, preferences, and relative, participating,
optional, and other special rights, and the qualifications, limitations, and
restrictions thereof, of the shares of such series (in addition to those set
forth in the Articles of Incorporation which are applicable to the Preferred
Stock of all series), shall be as follows:

          (1) Designation and Number of Shares.  The designation of this series
              --------------------------------
of Preferred Stock shall be "Convertible Preferred Stock, Series D" (hereinafter
called "Series D Stock"), to consist of 225,000 shares.  The shares of Series D
are sometimes hereinafter referred to as the "Shares."

     (2)  Distributions.
          -------------

               (a) Distribution Rights.  The holders of Shares shall be entitled
                   -------------------
     to receive, when, as, and if declared by the Board of Directors, subject to
     restrictions imposed by the Georgia Business Corporation Code or the
     Articles of Incorporation on distributions to shareholders, and subject to
     the provisions of paragraph (4) with respect to distributions in the event
     of any voluntary or involuntary liquidation, dissolution, or winding up of
     the affairs of the Corporation, transfers of money or other property
     (except of the Corporation's own shares) or incurrence of indebtedness by
     the Corporation in respect of any of its shares, whether by dividend,
     purchase, redemption, or other acquisition of shares, a distribution of
     indebtedness, or otherwise (hereinafter referred to as a "distribution"),
     in an amount equal to the distribution declared for each Share or for each
     share of Common Stock.  So long as any Shares shall remain outstanding, (i)
     no distribution whatsoever shall be declared or paid upon or set apart for
     the Shares or for the Common Stock or any other shares ranking on a parity
     with or junior to the Shares in payment of distributions; (ii) no
     redemption or purchase by the Corporation of Shares or of any shares
     ranking on a parity with or junior to the Shares in payment of
     distributions shall occur; and (iii) no moneys shall be paid to or made
     available for a sinking fund for the redemption or purchase of any such
     shares or otherwise applied to any such redemption or purchase, unless in
     each instance distributions, redemptions, or payments in an equal amount
     per share
<PAGE>

     shall have been declared and sufficient funds set aside for the payment
     thereof to the holders of the Shares.

               (b) Shares Held by Corporation.  For the purposes of this
                   --------------------------
     paragraph (2), no Share shall be deemed to be issued or outstanding at any
     time at which it is held by or for the account of the Corporation or by or
     for the account of any majority-owned subsidiary of the Corporation.

     (3) Rights of Redemption.  The Shares will not be subject to redemption by
         --------------------
     the Corporation.

     (4) Rights on Liquidation, Dissolution, or Winding Up.
         -------------------------------------------------

               (a) In the event of any voluntary or involuntary liquidation,
     dissolution, or winding up of the affairs of the Corporation, the holders
     of the Shares then outstanding shall be entitled to be paid, out of the
     assets of the Corporation available for distribution to its shareholders,
     before any payment shall be made to the holders of Common Stock or any
     shares ranking on liquidation junior to the Shares, an amount equal to
     $9.00 per share of Series D Stock.  If upon voluntary or involuntary
     liquidation, dissolution, or winding up of the affairs of the Corporation,
     the assets of the Corporation available for distribution to its
     shareholders shall be insufficient to pay the holders of the Shares and of
     any shares ranking on liquidation on a parity with the Shares (including,
     without limitation, the shares of the Corporation's Convertible Preferred
     Stock, Series A, Series B and Series C) the full amounts to which they
     respectively shall be entitled, the holders of such Shares and of such
     parity shares shall share ratably in any distribution of assets according
     to the respective amounts which would be payable in respect of the shares
     held by them upon such distribution if all amounts payable on or with
     respect to said shares were paid in full.  In the event of any voluntary or
     involuntary liquidation, dissolution, or winding up of the affairs of the
     Corporation, after payment shall have been made to the holders of the
     Shares and of any shares ranking on liquidation on a parity with the Shares
     of the full amount to which such shares shall be entitled as aforesaid, no
     further payments or distributions shall be made with respect to the Shares.

               (b) For the purposes of this paragraph (4), the sale, transfer,
     exchange or other disposition of all or substantially all of the assets of
     the Corporation shall be deemed to be a liquidation of the Corporation, and
     the allocation of any cash, securities, or other property received by the
     Corporation in consideration for such sale shall be made in accordance with
     the provisions of paragraph (4)(a) as if such sale of assets were a
     liquidation of the Corporation.  Nothing herein shall be construed as
     requiring or permitting a sale of assets to be treated as a liquidation for
     any purpose other than the allocations provided for in this subparagraph
     (4)(b).


                                      -2-
<PAGE>

               (c) Notwithstanding any other provision of this paragraph (4),
     the merger, consolidation, or similar business combination of the
     Corporation into or with any other corporation or the acquisition by any
     other corporation of all of the outstanding shares of one or more classes
     or series of the Corporation through a statutory share exchange or similar
     business combination, in which, following such merger, consolidation, share
     exchange, or similar business combination, less than 50% of the voting
     power of the surviving entity is hold by persons that were shareholders of
     the Corporation immediately prior to such merger, consolidation, share
     exchange, or similar business combination (an "Acquisition Event"), shall
     be deemed to be a liquidation of the Corporation; provided, however, that
     such a deemed liquidation shall not be governed by the provisions of
     paragraph (4)(a) but by the following provisions of this paragraph (4)(c).
     Upon the occurrence of an Acquisition Event, the holders of the Shares then
     outstanding shall be entitled to be allocated, out of such cash. securities
     or other property, before any allocation shall be made to the holders of
     Common Stock or any shares ranking on liquidation junior to the Shares an
     amount equal to $9.00 per share of Series D Stock.  If upon such
     Acquisition Event, the cash, securities, or other property into which the
     shares of capital stock of the Corporation are to be converted shall be
     insufficient to pay the holders of the Shares and of any  shares ranking on
     liquidation on a parity with the Shares the full amounts to which they
     respectively shall be entitled pursuant to this paragraph (4)(c), the
     holders of such Shares and of such parity shares shall share ratably in any
     cash, securities or other property into which shares of capital stock of
     the Corporation are to be converted according to the respective amounts
     which would be payable in respect of the shares held by them upon such
     payment if all amounts payable on or with respect to said shares were paid
     in full.  Upon the occurrence of any Acquisition Event, after payment shall
     have been made to the holders of the Shares and of any shares ranking on
     liquidation on a parity with the Shares of the full amount to which such
     Shares shall be entitled pursuant to this paragraph (4)(c), no further
     payments or distributions shall be made with respect to the Shares and all
     remaining cash, securities, or other property into which shares of capital
     stock of the Corporation are to be converted shall be allocated ratably to
     the Common Stock.  Nothing herein shall be construed as requiring or
     permitting a merger, consolidation, share exchange, other business
     combination, to be treated as a liquidation for any purpose other than the
     allocations provided for in this paragraph (4)(c).

               (d) Except as provided in paragraph (4)(b) and (4)(c), the
     merger, consolidation, or similar business combination of the Corporation
     into or with any other corporation, the merger, consolidation, or similar
     business combination of any other corporation into or with the Corporation,
     the acquisition by any other corporation of all of the outstanding shares
     of one or more classes or series of the statutory share exchange or similar
     Corporation through a business combination, or the sale, transfer,
     mortgage, pledge, or lease of the assets of the Corporation, shall not be
     deemed to be a liquidation, dissolution, or winding up of the affairs of
     the Corporation within the meaning of paragraph (4).  Except as provided in


                                      -3-
<PAGE>

     paragraph (4)(c), the entitlement of the holders of Shares in the case of
     the merger, consolidation, or similar business combination of the
     Corporation into or with any other corporation, the merger, consolidation,
     or similar business combination of any other corporation into or with the
     Corporation, of the acquisition by any other corporation of all of the
     outstanding shares of one or more classes or series of the Corporation
     through a statutory share exchange or similar business combination, shall
     be:  (x) if this Corporation shall not be a surviving corporation in such
     transaction, to receive shares of the surviving corporation having the same
     rights as the Shares, including, without limitation, conversion rights
     based upon a Stock Unit as referred to in paragraph (5)(c), or (y) if this
     Corporation is a surviving corporation in such a transaction, that the
     transaction does not effect any amendment or repeal of any of the terms and
     provisions of the outstanding Shares in a manner adversely affecting the
     holders thereof, which if made through an amendment to the Articles of
     Incorporation would require authorization by the vote referred to in
     paragraph (7)(b).  No such merger, consolidation, share exchange, or
     similar transaction shall be effected unless provision for such entitlement
     is made or shall result and be met for the holders of the Shares, unless
     such transaction shall, in addition to any other vote required, be
     authorized by the vote referred to in paragraph (7)(b).

               (e) Written notice of any voluntary or involuntary dissolution,
     liquidation, or winding up of the affairs of the Corporation within the
     meaning of paragraph (4)(a), (4)(b) and (4)(c), stating a payment date and
     the place where the distributable amounts shall be payable, shall be given
     by first-class mail, postage prepaid, not less than 30 days prior to the
     payment date stated therein, to each record holder of the Shares at his
     address as the same shall appear on the shareholder records of the
     Corporation.

     (5) Conversion Rights.  The Shares shall be convertible into Common Stock,
         -----------------
     $.01 par value per share, of the Corporation on the following terms and
     conditions:

               (a) Term.  Subject to and upon compliance with the provisions of
                   ----
     this paragraph (5), the holder of any Shares may convert any Shares at his
     option at any time (during business hours on a Business Day) at the offices
     of the Company, or at such other place or places, if any, as the Board of
     Directors may determine, into such number of fully paid and nonassessable
     shares of Common Stock (or other property) as are issuable pursuant to the
     conversion formula set forth in paragraph (5)(c), as the same may be
     adjusted from time to time pursuant to paragraph (6).  The Corporation
     shall make no payment or adjustment on account of distributions accrued or
     in arrears on the Shares surrendered for conversion and no adjustment on
     account of distributions on the shares of Common Stock issuable upon
     conversion.


                                      -4-
<PAGE>

               (b) Surrender of Shares.  In order for any holder of Shares to be
                   -------------------
     entitled to convert the same into Common Stock, he shall surrender the
     certificate or certificates for such Shares at one of the places referred
     to in paragraph (5)(a), duly endorsed to the Corporation or in blank or
     accompanied by proper instruments of transfer to the Corporation or in
     blank, and shall give written notice to the Corporation at said place that
     he elects to convert said Shares and shall state in writing therein the
     name or names in which he wishes the certificate or certificates for shares
     of Common Stock issuable on such conversion to be issued.  Subject to the
     provisions of paragraph (5)(a), every such notice of election to convert
     shall constitute a contract between the holder of such Shares and the
     Corporation (i) whereby such holder shall be deemed to subscribe for the
     amount of Common Stock which he will be entitled to receive upon such
     conversion and, in payment and satisfaction of such subscription, to
     surrender the Shares to be converted and to release the Corporation from
     all obligation thereon, and (ii) whereby the Corporation shall be deemed to
     agree that the surrender of the certificate or certificates for such Shares
     and the extinguishment of obligation thereon shall constitute full payment
     of such subscription for the Common Stock so subscribed for and to be
     issued upon such conversion.

               The Corporation will as soon as practicable after such deposit of
     certificates for Shares, accompanied by the written notice and the
     statement above prescribed, issue and deliver to the person for whose
     account such Shares were so surrendered, or to his nominee or nominees, a
     certificate or certificates for the number of full shares of Common Stock
     to which he shall be entitled as aforesaid. together with a check or cash
     in respect of any fraction of a share as hereinafter provided in paragraph
     (5)(f).  Subject to the following provisions of this paragraph (5), such
     conversion shall be deemed to have been made on the Business Day on which
     the Corporation shall have received the Shares to be converted and the
     notice and statement above prescribed, and the person or persons entitled
     to receive the Common Stock issuable upon conversion of such Shares shall
     be deemed for all purposes to have become the record holder or holders of
     such Common Stock and to have ceased to be the holder of the Shares
     surrendered for conversion on such Business Day.  The Corporation shall not
     be required to convert, and no surrender of any Shares shall be effective
     for that purpose, while the shareholder records of the Corporation are
     closed for any purpose, but the surrender of any Shares for conversion
     during any period while such records are closed shall become effective for
     conversion immediately upon the reopening of such records, as if the
     conversion had been made on the date such Shares were surrendered, and on
     the basis of conversion in effect on the date of such surrender.  Nothing
     in the preceding sentence shall require the Corporation to effect
     conversions otherwise than during business hours upon a Business Day, and
     Shares which are surrendered for conversion upon a day which is not a
     Business Day shall be deemed to be so surrendered upon the next succeeding
     Business Day.


                                      -5-
<PAGE>

               (c) Stock Unit.  Each share of Series D Stock shall be
                   ----------
     convertible, at the times and places and in the manner referred to in
     subparagraphs (a) and (b) above, into one "Stock Unit".  The contents of a
     Stock Unit as of [October 18, 1991], shall be one (1) share of Common Stock
     (as constituted upon such date) of the Corporation.  The contents of a
     Stock Unit shall thereafter be subject to adjustment in accordance with the
     provisions of paragraph (6).

               (d) Taxes.  The issue of share certificates on conversion of
                   -----
     Shares shall be made free of any tax in respect of such issue.  The
     Corporation shall not, however, be required to pay any tax which may be
     payable in respect to any transfer involved in the issue and delivery of
     shares in a name other than that of the holder of the Shares converted, and
     the Corporation shall not be required to issue or deliver any such share
     certificate unless and until the person or persons requesting the issuance
     thereof shall have paid to the Corporation the amount of any such tax or
     shall have established to the satisfaction of the Corporation that such tax
     has been paid.

               (e) Reservation of Shares.  he corporation shall at all times
                   ---------------------
     reserve and keep available, out of its authorized and unissued shares,
     solely for the purpose of effecting the conversion of Shares, such number
     of shares of Common Stock as shall from time to time be sufficient to
     effect the conversion of all Shares from time to time outstanding.  The
     Corporation shall from time to time, in accordance with the Georgia
     Business Corporation Code, use its best efforts to cause the number of
     authorized shares of its Common Stock to be increased if at any time the
     number of authorized shares of Common Stock remaining unissued shall not be
     sufficient to permit the conversion of all of the then outstanding Shares.

               (f) Fractional Shares.  The Corporation shall not be required to
                   -----------------
     issue fractional shares of Common Stock or scrip upon conversion of Shares.
     As to any final fraction of a share of Common Stock which a holder of one
     or more Shares would otherwise be entitled to receive upon conversion of
     Shares in the same transaction, the Corporation shall pay a cash adjustment
     in respect of such final fraction in an amount equal to $9.00 per share of
     Series D Stock.

     (6) Antidilution.  The number of shares of Common Stock comprising a Stock
         ------------
     Unit shall be subject to adjustment from time to time, as follows:

               (a) Recapitalization.  In case the Corporation after October 18,
                   ----------------
     1991 (the "Base Date") shall (i) issue a share dividend to the holders of
     its Common Stock, (ii) combine its outstanding shares of Common Stock into
     a smaller number of shares, or (iii) issue by reclassification of its
     shares of Common Stock any shares of the Corporation, then the number of
     shares of Common Stock comprising a Stock Unit immediately after the
     happening of any of the events described above shall be adjusted so as to
     consist of the number of shares of the Corporation which a record holder of
     the number of shares of Common Stock

                                      -6-
<PAGE>

     comprising a Stock Unit immediately prior to the happening of such event
     would own or be entitled to receive after the happening of such event
     (taking into account fractional interests in shares included in a Stock
     Unit to the nearest one-hundredth of a share, and for the purposes of the
     foregoing considering such fractional interests as outstanding fractional
     shares).  Similar adjustments to the content of a Stock Unit shall be made
     if any of the events described above in this subparagraph (a) shall
     thereafter occur.  An adjustment made pursuant to this subparagraph (4)
     shall become effective retroactively immediately after the record date in
     the case of a share dividend. and shall become effective immediately after
     the effective date in the case of a combination or reclassification,
     subject in each case to the provisions of subparagraph (c) of this
     paragraph (6).

               (b) Merger, Consolidation, or Share Exchange.  In case, after the
                   ----------------------------------------
     Base Date, as a result of a merger, consolidation, or similar business
     combination of the Corporation into or with another corporation, the
     acquisition by any other corporation of all of the outstanding shares of
     one or more classes or series of the Corporation through a statutory share
     exchange or similar business combination, or the sale or other transfer of
     the Corporation's property, assets, and business substantially as an entity
     to a successor corporation, the Common Stock is in effect changed, in whole
     or in part, into a different kind or class of shares or other securities or
     property, the contents of a Stock Unit shall thereupon become the kind and
     amount of shares or other securities or property receivable upon such
     merger, consolidation, share exchange, or similar business combination, or
     upon the dissolution following such sale or other transfer, by a record
     holder of the number of shares of Common Stock comprising a Stock Unit
     immediately prior to such change.

               (c) De Minimus Adjustments.  No adjustment in the number of
                   ----------------------
     shares of Common Stock comprising a Stock Unit shall be required under this
     paragraph (6) unless such adjustment would require an increase or decrease
     of at least 1% in the number of shares of Common Stock at the time
     comprising a Stock Unit, or a change in the kind of class of shares or
     other securities or property Comprising a Stock Unit; provided, however,
     that any adjustments which by reason of the foregoing are not required at
     the time to be made shall be carried forward and taken into account and
     included in determining the amount of any subsequent adjustment.  If the
     Corporation shall take a record of the holders of its Common Stock for the
     purpose of entitling them to receive any dividend or distribution or any
     subscription or purchase rights and shall, thereafter and before the
     distribution to shareholders of any such dividend, distribution, or
     subscription or purchase rights, legally abandon its plan to pay or deliver
     such dividend, distribution, or subscription or purchase rights, then no
     adjustment in the number of shares of Common Stock comprising a Stock Unit
     shall be required by reason of the taking of such record.


                                      -7-
<PAGE>

               (d) Other Actions by Corporation.  In case the Corporation after
                   ----------------------------
     the Base Date shall take any action affecting the Common Stock, other then
     action described in subparagraphs (a) and (b) of this paragraph (6), which
     in the opinion of the Board of Directors of the Corporation would
     materially affect the rights of this holders of the Shares, the Common
     Stock included in a Stock Unit shall be adjusted in such manner, if any,
     and at such time, as the Board of Directors of the Corporation, in its sole
     discretion, may determine to be equitable in the circumstances.  Failure of
     the board of Directors of the Corporation to provide for an adjustment
     prior to the effective date of any such action by the corporation affecting
     the Common Stock shall be conclusive evidence that the Board of Directors
     of the Corporation has determined that it is equitable to make no
     adjustment in the circumstances.

               (e) Notices of Adjustment.  Whenever the content of a Stock Unit
                   ---------------------
     is adjusted pursuant to this paragraph (6), the Corporation shall promptly
     mail to each holder of record of the Shares a certificate signed by the
     President or Vice President and by the Treasurer or an Assistant Treasurer
     or the Secretary or an Assistant Secretary of the Corporation setting forth
     in reasonable detail the events requiring the adjustment and the method by
     which such adjustment was calculated and specifying the number, or kind, or
     class of shares or other securities or property comprising a Stock Unit
     after giving effect to such adjustment.

               Failure to file any certificate or notice or to publish or mail
     any notice, or any defect in any certificate or notice, pursuant to this
     paragraph (6) shall not affect the legality or validity of the adjustment
     in the content of a Stock unit or of any transaction giving rise thereto.

               (f) Definition of Terms.  For the purposes of this paragraph (6),
                   -------------------
     the number of shares of Common Stock at any time outstanding shall not
     include shares then owned or held by or for the account of the Corporation
     or any majority-owned subsidiary.

               For the purposes of this paragraph (6), the term "Common Stock"
     shall mean (i) the class of shares designated as the Common Stock, par
     value $.01 per share, of the Corporation at the Base Date or (ii) any other
     class of shares resulting from successive changes or reclassifications of
     such Common Stock consisting solely of changes in par value, or from par
     value to no par value, or from no par value to par value.  In the event
     that at any time, as a result of an adjustment made pursuant to this
     paragraph (6), a Stock Unit shall include shares of the Corporation other
     than shares of Common Stock. thereafter the number of such other shares so
     included in a Stock Unit shall be subject to adjustment from time to time
     in a manner and on terms as nearly equivalent as practicable to the
     provisions with respect to the Common stock contained in subparagraphs (a)
     and (b) of this paragraph (6), and all other provisions of this paragraph
     (6) with respect to Common Stock shall apply on like terms to any such
     other shares.  Subject to


                                      -8-
<PAGE>

     the foregoing, and unless the context requires otherwise, all references to
     Common Stock in this paragraph (6) shall, in the event of an adjustment
     pursuant to this paragraph (6), be deemed to refer also to any other
     securities or property then comprising a Stock Unit as a result of such
     adjustments.

     (7)  Voting Rights.
          -------------

               (a) Voting Rights.  The holders of record of the Shares shall
                   -------------
     have one (1) vote in respect of each Share held by such holder of record
     with respect to every matter coming before any meeting of the shareholders,
     or otherwise to be acted upon by the shareholders; except that, if at any
     time the contents of the Stock Unit referred to in subparagraph 5(c) shall
     include more or fewer than one (1) share of Common Stock of the
     Corporation, each Share shall have a number of votes per share equal to the
     fractional number of shares of Common Stock (to the nearest one-hundredth
     of a share) contained in a Stock Unit upon the record date to determine
     entitlement to vote, but not less than one (1) vote per share.  In all
     votes of shareholders, the holders of the Shares shall vote in the same
     class as the holders of Common Stock except as expressly provided in this
     statement of Designation, Preferences, and Other Rights or as otherwise
     required by the Georgia Business Corporation Code.

          (b)  Amendment of Terms of Shares.
               ----------------------------

                    (i) Notwithstanding the provisions of subparagraph 7(a), so
          long as any shares of Series D Stock shall be outstanding, the
          Corporation shall not, without the affirmative vote at a meeting
          called for that purpose or the written consent of the holders of at
          least a majority of the aggregate number of shares of Series A at the
          time outstanding, or such greater vote as may be required by the
          Georgia Business Corporation Code, adopt any amendment to the Articles
          of Incorporation which would amend or repeal any of the terms and
          provisions of the outstanding shares of Series D Stock in a manner
          materially affecting the holders thereof.

          (c)       (i)  Issuance of Senior Preferred Shares.  So long as
                         -----------------------------------
          any Shares shall be outstanding, the Corporation shall not, without
          the affirmative vote at a meeting called for that purpose or the
          written consent of the holders of at least a majority of the aggregate
          amount of shares of the Series D stock outstanding, take action to
          authorize any class of shares ranking prior to the Shares, or to
          increase the authorized number of shares of any such prior class.

                    (ii) Definition of Senior Preferred Shares.  For the
                         -------------------------------------
          purposes of this subparagraph (c), shares shall be deemed to rank
          prior to the Shares if the holders thereof shall be entitled to the
          receipt of distributions or of amounts distributable on liquidation,
          dissolution, at winding up of the


                                      -9-
<PAGE>

          affairs of the Corporation, as the case may be, in preference or
          priority to the holders of the Shares, but shall be deemed to rank an
          a parity with, and not prior to the Shares, if the holders of such
          class shall be entitled to the receipt of distributions or of amounts
          distributable on liquidation, dissolution, or winding up of the
          affairs of the Corporation, as the case may be, in proportion to-their
          respective distribution rates or liquidation prices. without
          preference or priority one over the other as between the holders of
          such shares and the holders of the Shares, whether or not the
          distribution rates, distribution payment dates, or liquidation prices
          per share thereof are different from those of the Shares (including
          without limitation, whether or not such other shares shall have the
          benefit of any provision for any extra participating preferred
          distribution.  It shall not be deemed to be the creation of any such
          prior class or series of shares if the Corporation shall take action
          to authorize the creation or issuance of any indebtedness of the
          withstanding that such indebtedness may be subordinate to other
          indebtedness of the Corporation, and notwithstanding that such
          indebtedness may be convertible at the option of the Corporation or
          the option of the holder into shares of the Corporation (but the
          authorization of any such shares which are prior to the Shares shall
          be subject to the foregoing provisions), and notwithstanding that such
          indebtedness may be both so subordinate and so convertible.

               (d) Exceptions to Voting Rights.  It shall not constitute any
                   ---------------------------
     amendment or repeal of the terms and provisions of any of the outstanding
     Shares having an adverse effect on the holders thereof within the meaning
     of subparagraph (b) of this paragraph (7) for the corporation to take
     action to authorize any other class or series of shares ranking on a parity
     with the Shares as to either distributions or liquidation preferences or
     both; and, except as otherwise provided by law or expressly otherwise
     provided herein, any such action may be authorized without the concurrence
     of holders of the Shares.

               Notwithstanding the provisions of subparagraphs (b) or (c) above,
     unless otherwise specifically provided in subparagraph (7)(c)(ii) as to
     series of Preferred Stock prior to the Shares, no vote or consent of the
     holders of Shares shall be required in connection with the authorization of
     any series of Preferred Stock or the issuance of any shares of any such
     series or the adoption by the board of Directors of the Corporation of any
     resolution providing for a series of Preferred Stock.

          (8) Relationship to Other Series of Preferred Stock.  Without limiting
              -----------------------------------------------
in any manner the powers of the Board of Directors as expressed in Article Five
of the Articles of Incorporation, it is expressly understood that the Board of
Directors, without any action on the part of shareholders, may provide in the
Articles of Amendment providing for any series of Preferred Stock such
conforming provisions and such restrictions on any series (including the Shares)
as are reasonably designed to permit consistent treatment

                                     -10-
<PAGE>

among parity series (without materially adversely affecting the rights of the
holders of the Shares), including, without limitation, restrictions on the
payment of distributions on and/or purchase or redemption (or the setting aside
of amounts into a sinking fund for purchase or redemption) of shares ranking on
a parity with or junior to such newly created series, which restrictions are
applicable to such parity or junior series (including the Shares); without
limitation, such restrictions may operate in a manner similar to the manner in
which the provisions of paragraph (2) relating to such matters apply by their
terms to shares on a parity with or junior to the Shares.

     (9)  Meaning of Certain Terms.
          ------------------------

          (a) For the purposes hereof, shares shall be deemed to rank:

                    (i) prior to Shares either as to distributions or on
          liquidation if the holders thereof shall be entitled to the receipt of
          distributions or of amounts distributable on liquidation, dissolution,
          or winding up of the affairs of the Corporation, as the case may be,
          in preference or priority to the holders of the Shares;

                    (ii) on a parity with Shares as to distributions or on
          liquidation, whether or not the distribution rates, distribution
          payment dates, at redemption or liquidation prices per share thereof
          are different from those of the Shares (including, without limitation,
          whether or not such other shares shall have the benefit of any
          provision for any extra participating preferred distribution), if the
          holders thereof shall be entitled to the receipt of distributions or
          of amounts distributable on liquidation, dissolution, at winding up of
          the affairs of the Corporation, as the case may be, in proportion to
          their respective distribution rates or liquidation prices, without
          preference at priority one over the other as between the holders of
          such shares and the holders of the Shares; and

                    (iii)  junior to Shares either as to distributions or on
          liquidation if the rights of the holders thereof shall be subject or
          subordinate to the rights of the holders of the Shares in respect of
          the receipt of distributions or of the amounts distributable on
          liquidation, dissolution, or winding up of the affairs of the
          Corporation, as the case may be.

               (b) For the purposes hereof, "Business Day" shall mean any day
     upon which commercial banks in the City of Atlanta, Georgia are required to
     be open for the transaction of their general banking business.

          (10) Certain Provisions Concerning Conversion and Retirement.  Upon
               -------------------------------------------------------
the conversion of any of the Shares pursuant to the provisions of paragraph (5),
such Shares shall be deemed to be retired.  Upon any such retirement and upon
such conversion, the Shares so converted or otherwise so retired shall be
restored to the status of authorized


                                     -11-
<PAGE>

but undesignated and unissued Shares of Preferred Stock of the Corporation,
which shares may thereafter be provided for and designated by the Board of
Directors pursuant to Article Five of the Articles of Incorporation as part of a
series of Preferred Stock to the same extent as if such shares had not
previously been provided for and designated as part of a series of Preferred
Stock; but such shares shall not be reissued as shares of Series D Stock.

          (11) Amendment.  The Board of Directors reserves the right to amend
               ---------
the provisions of these Articles of Amendment subject to the provisions of
paragraph (7); without limiting the generality of the foregoing, the Board of
Directors may amend the provisions of these Articles of Amendment without any
vote or consent of the shareholders of the Corporation of any class or series by
decreasing (including a decrease to zero) (but not increasing) the number of
Shares designated hereby, but no such decrease shall be effected to a number
less than the number to Shares at the time issued and outstanding.


                                     -12-
<PAGE>

                                   EXHIBIT C
             TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                                XCELLENET, INC.

                DESIGNATING THE PREFERENCES AND OTHER RIGHTS OF
                     CONVERTIBLE PREFERRED STOCK, SERIES E



          In addition to the Convertible Preferred Stock, Series A, Series B,
Series C and Series D, there is hereby designated, of the authorized but
unissued shares of Preferred Stock of the Corporation, a separate series
thereof, and the number of shares, voting powers, designation, preferences, and
relative, participating, optional, and other special rights, and the
qualifications, limitations, and restrictions thereof, of the shares of such
series (in addition to those set forth in the Articles of Incorporation which
are applicable to the Preferred Stock of all series), shall be as follows:

          (1) Designation and Number of Shares.  The designation of this series
              --------------------------------
of Preferred Stock shall be "Convertible Preferred Stock, Series E" (hereinafter
called "Series E Stock"), to consist of 189,915.  The shares of Series E are
sometimes hereinafter referred to as the "Shares."

          (2)  Distributions.
               -------------

               (a) Distribution Rights.  The holders of Shares shall be entitled
                   -------------------
     to receive, when, as, and if declared by the Board of Directors, subject to
     restrictions imposed by the Georgia Business Corporation Code or the
     Articles of Incorporation on distributions to shareholders, and subject to
     the provisions of paragraph (4) with respect to distributions in the event
     of any voluntary or involuntary liquidation, dissolution, or winding up of
     the affairs of the Corporation, transfers of money or other property
     (except of the Corporation's own shares) or incurrence of indebtedness by
     the Corporation in respect of any of its shares, whether by dividend,
     purchase, redemption, or other acquisition of shares, a distribution of
     indebtedness, or otherwise (hereinafter referred to as a "distribution"),
     in an amount equal to the distribution declared for each Share or for each
     share of Common Stock.  So long as any Shares shall remain outstanding, (i)
     no distribution whatsoever shall be declared or paid upon or set apart for
     the Shares or for the Common Stock or any other shares ranking on a parity
     with or junior to the Shares in payment of distributions; (ii) no
     redemption or purchase by the Corporation of Shares or of any shares
     ranking on a parity with or junior to the Shares in payment of
     distributions shall occur; and (iii) no moneys shall be paid to or made
     available for a sinking fund for the redemption or purchase of any such
     shares or otherwise applied to any such redemption or purchase, unless in
     each instance distributions, redemptions, or payments in an equal amount
     per share
<PAGE>

     shall have been declared and sufficient funds set aside for the payment
     thereof to the holders of the Shares.

               (b) Shares Held by Corporation.  For the purposes of this
                   --------------------------
     paragraph (2), no Share shall be deemed to be issued or outstanding at any
     time at which it is held by or for the account of the Corporation or by or
     for the account of any majority-owned subsidiary of the Corporation.

     (3) Rights of Redemption.  The Shares will not be subject to redemption by
         --------------------
     the Corporation.

     (4) Rights on Liquidation, Dissolution, or Winding Up.
         --------------------------------------------------

               (a) In the event of any voluntary or involuntary liquidation,
     dissolution, or winding up of the affairs of the Corporation, the holders
     of the Shares then outstanding shall be entitled to be paid, out of the
     assets of the Corporation available for distribution to its shareholders,
     before any payment shall be made to the holders of Common Stock or any
     shares ranking on liquidation junior to the Shares, an amount equal to
     $12.00 per share of Series E Stock.  If upon voluntary or involuntary
     liquidation, dissolution, or winding up of the affairs of the Corporation,
     the assets of the Corporation available for distribution to its
     shareholders shall be insufficient to pay the holders of the Shares and of
     any shares ranking on liquidation on a parity with the Shares (including,
     without limitation, the shares of the Corporation's Convertible Preferred
     Stock, Series A, Series B, Series C and Series D) the full amounts to which
     they respectively shall be entitled, the holders of such Shares and of such
     parity shares shall share ratably in any distribution of assets according
     to the respective amounts which would be payable in respect of the shares
     held by them upon such distribution if all amounts payable on or with
     respect to said shares were paid in full.  In the event of any voluntary or
     involuntary liquidation, dissolution, or winding up of the affairs of the
     Corporation, after payment shall have been made to the holders of the
     Shares and of any shares ranking on liquidation on a parity with the Shares
     of the full amount to which such shares shall be entitled as aforesaid, no
     further payments or distributions shall be made with respect to the Shares.

               (b) For the purposes of this paragraph (4), the sale, transfer,
     exchange or other disposition of all or substantially all of the assets of
     the Corporation shall be deemed to be a liquidation of the Corporation, and
     the allocation of any cash, securities, or other property received by the
     Corporation in consideration for such sale shall be made in accordance with
     the provisions of paragraph (4)(a) as if such sale of assets were a
     liquidation of the Corporation.  Nothing herein shall be construed as
     requiring or permitting a sale of assets to be treated as a liquidation for
     any purpose other than the allocations provided for in this subparagraph
     (4)(b).

                                      -2-
<PAGE>

               (c) Notwithstanding any other provision of this paragraph (4),
     the merger, consolidation, or similar business combination of the
     Corporation into or with any other corporation or the acquisition by any
     other corporation of all of the outstanding shares of one or more classes
     or series of the Corporation through a statutory share exchange or similar
     business combination, in which, following such merger, consolidation, share
     exchange, or similar business combination, less than 50% of the voting
     power of the surviving entity is hold by persons that were shareholders of
     the Corporation immediately prior to such merger, consolidation, share
     exchange, or similar business combination (an "Acquisition Event"), shall
     be deemed to be a liquidation of the Corporation; provided, however, that
     such a deemed liquidation shall not be governed by the provisions of
     paragraph (4)(a) but by the following provisions of this paragraph (4)(c).
     Upon the occurrence of an Acquisition Event, the holders of the Shares then
     outstanding shall be entitled to be allocated, out of such cash. securities
     or other property, before any allocation shall be made to the holders of
     Common Stock or any shares ranking on liquidation junior to the Shares an
     amount equal to $12.00 per share of Series E Stock.  If upon such
     Acquisition Event, the cash, securities, or other property into which the
     shares of capital stock of the Corporation are to be converted shall be
     insufficient to pay the holders of the Shares and of any  shares ranking on
     liquidation on a parity with the Shares the full amounts to which they
     respectively shall be entitled pursuant to this paragraph (4)(c), the
     holders of such Shares and of such parity shares shall share ratably in any
     cash, securities or other property into which shares of capital stock of
     the Corporation are to be converted according to the respective amounts
     which would be payable in respect of the shares held by them upon such
     payment if all amounts payable on or with respect to said shares were paid
     in full.  Upon the occurrence of any Acquisition Event, after payment shall
     have been made to the holders of the Shares and of any shares ranking on
     liquidation on a parity with the Shares of the full amount to which such
     Shares shall be entitled pursuant to this paragraph (4)(c), no further
     payments or distributions shall be made with respect to the Shares and all
     remaining cash, securities, or other property into which shares of capital
     stock of the Corporation are to be converted shall be allocated ratably to
     the Common Stock.  Nothing herein shall be construed as requiring or
     permitting a merger, consolidation, share exchange, other business
     combination, to be treated as a liquidation for any purpose other than the
     allocations provided for in this paragraph (4)(c).

               (d) Except as provided in paragraph (4)(b) and (4)(c), the
     merger, consolidation, or similar business combination of the Corporation
     into or with any other corporation, the merger, consolidation, or similar
     business combination of any other corporation into or with the Corporation,
     the acquisition by any other corporation of all of the outstanding shares
     of one or more classes or series of the statutory share exchange or similar
     Corporation through a business combination, or the sale, transfer,
     mortgage, pledge, or lease of the assets of the Corporation, shall not be
     deemed to be a liquidation, dissolution, or winding up of the affairs of
     the Corporation within the meaning of paragraph (4).  Except as provided in


                                      -3-
<PAGE>

     paragraph (4)(c), the entitlement of the holders of Shares in the case of
     the merger, consolidation, or similar business combination of the
     Corporation into or with any other corporation, the merger, consolidation,
     or similar business combination of any other corporation into or with the
     Corporation, of the acquisition by any other corporation of all of the
     outstanding shares of one or more classes or series of the Corporation
     through a statutory share exchange or similar business combination, shall
     be:  (x) if this Corporation shall not be a surviving corporation in such
     transaction, to receive shares of the surviving corporation having the same
     rights as the Shares, including, without limitation, conversion rights
     based upon a Stock Unit as referred to in paragraph (5)(c), or (y) if this
     Corporation is a surviving corporation in such a transaction, that the
     transaction does not effect any amendment or repeal of any of the terms and
     provisions of the outstanding Shares in a manner adversely affecting the
     holders thereof, which if made through an amendment to the Articles of
     Incorporation would require authorization by the vote referred to in
     paragraph (7)(b).  No such merger, consolidation, share exchange, or
     similar transaction shall be effected unless provision for such entitlement
     is made or shall result and be met for the holders of the Shares, unless
     such transaction shall, in addition to any other vote required, be
     authorized by the vote referred to in paragraph (7)(b).

               (e) Written notice of any voluntary or involuntary dissolution,
     liquidation, or winding up of the affairs of the Corporation within the
     meaning of paragraph (4)(a), (4)(b) and (4)(c), stating a payment date and
     the place where the distributable amounts shall be payable, shall be given
     by first-class mail, postage prepaid, not less than 30 days prior to the
     payment date stated therein, to each record holder of the Shares at his
     address as the same shall appear on the shareholder records of the
     Corporation.

     (5) Conversion Rights.  The Shares shall be convertible into Common Stock,
         -----------------
     $.01 par value per share, of the Corporation on the following terms and
     conditions:

               (a) Term.  Subject to and upon compliance with the provisions of
                   ----
     this paragraph (5), the holder of any Shares may convert any Shares at his
     option at any time (during business hours on a Business Day) at the offices
     of the Company, or at such other place or places, if any, as the Board of
     Directors may determine, into such number of fully paid and nonassessable
     shares of Common Stock (or other property) as are issuable pursuant to the
     conversion formula set forth in paragraph (5)(c), as the same may be
     adjusted from time to time pursuant to paragraph (6).  The Corporation
     shall make no payment or adjustment on account of distributions accrued or
     in arrears on the Shares surrendered for conversion and no adjustment on
     account of distributions on the shares of Common Stock issuable upon
     conversion.


                                      -4-
<PAGE>

               (b) Surrender of Shares.  In order for any holder of Shares to be
                   -------------------
     entitled to convert the same into Common Stock, he shall surrender the
     certificate or certificates for such Shares at one of the places referred
     to in paragraph (5)(a), duly endorsed to the Corporation or in blank or
     accompanied by proper instruments of transfer to the Corporation or in
     blank, and shall give written notice to the Corporation at said place that
     he elects to convert said Shares and shall state in writing therein the
     name or names in which he wishes the certificate or certificates for shares
     of Common Stock issuable on such conversion to be issued.  Subject to the
     provisions of paragraph (5)(a), every such notice of election to convert
     shall constitute a contract between the holder of such Shares and the
     Corporation (i) whereby such holder shall be deemed to subscribe for the
     amount of Common Stock which he will be entitled to receive upon such
     conversion and, in payment and satisfaction of such subscription, to
     surrender the Shares to be converted and to release the Corporation from
     all obligation thereon, and (ii) whereby the Corporation shall be deemed to
     agree that the surrender of the certificate or certificates for such Shares
     and the extinguishment of obligation thereon shall constitute full payment
     of such subscription for the Common Stock so subscribed for and to be
     issued upon such conversion.

               The Corporation will as soon as practicable after such deposit of
     certificates for Shares, accompanied by the written notice and the
     statement above prescribed, issue and deliver to the person for whose
     account such Shares were so surrendered, or to his nominee or nominees, a
     certificate or certificates for the number of full shares of Common Stock
     to which he shall be entitled as aforesaid. together with a check or cash
     in respect of any fraction of a share as hereinafter provided in paragraph
     (5)(f).  Subject to the following provisions of this paragraph (5), such
     conversion shall be deemed to have been made on the Business Day on which
     the Corporation shall have received the Shares to be converted and the
     notice and statement above prescribed, and the person or persons entitled
     to receive the Common Stock issuable upon conversion of such Shares shall
     be deemed for all purposes to have become the record holder or holders of
     such Common Stock and to have ceased to be the holder of the Shares
     surrendered for conversion on such Business Day.  The Corporation shall not
     be required to convert, and no surrender of any Shares shall be effective
     for that purpose, while the shareholder records of the Corporation are
     closed for any purpose, but the surrender of any Shares for conversion
     during any period while such records are closed shall become effective for
     conversion immediately upon the reopening of such records, as if the
     conversion had been made on the date such Shares were surrendered, and on
     the basis of conversion in effect on the date of such surrender.  Nothing
     in the preceding sentence shall require the Corporation to effect
     conversions otherwise than during business hours upon a Business Day, and
     Shares which are surrendered for conversion upon a day which is not a
     Business Day shall be deemed to be so surrendered upon the next succeeding
     Business Day.


                                      -5-
<PAGE>

               (c) Stock Unit.  Each share shall be convertible, at the times
                   ----------
     and places and in the manner referred to in subparagraphs (a) and (b)
     above, into one "Stock Unit".  The contents of a Stock Unit as of [date
     Warrant is exercised], shall be one (1) share of Common Stock (as
     constituted upon such date) of the Corporation.  The contents of a Stock
     Unit shall thereafter be subject to adjustment in accordance with the
     provisions of paragraph (6).

               (d) Taxes.  The issue of share certificates on conversion of
                   -----
     Shares shall be made free of any tax in respect of such issue.  The
     Corporation shall not, however, be required to pay any tax which may be
     payable in respect to any transfer involved in the issue and delivery of
     shares in a name other than that of the holder of the Shares converted, and
     the Corporation shall not be required to issue or deliver any such share
     certificate unless and until the person or persons requesting the issuance
     thereof shall have paid to the Corporation the amount of any such tax or
     shall have established to the satisfaction of the Corporation that such tax
     has been paid.

               (e) Reservation of Shares.  he corporation shall at all times
                   ---------------------
     reserve and keep available, out of its authorized and unissued shares,
     solely for the purpose of effecting the conversion of Shares, such number
     of shares of Common Stock as shall from time to time be sufficient to
     effect the conversion of all Shares from time to time outstanding.  The
     Corporation shall from time to time, in accordance with the Georgia
     Business Corporation Code, use its best efforts to cause the number of
     authorized shares of its Common Stock to be increased if at any time the
     number of authorized shares of Common Stock remaining unissued shall not be
     sufficient to permit the conversion of all of the then outstanding Shares.

               (f) Fractional Shares.  The Corporation shall not be required to
                   -----------------
     issue fractional shares of Common Stock or scrip upon conversion of Shares.
     As to any final fraction of a share of Common Stock which a holder of one
     or more Shares would otherwise be entitled to receive upon conversion of
     Shares in the same transaction, the Corporation shall pay a cash adjustment
     in respect of such final fraction in an amount equal to $12.00 per share of
     Series E Stock.

     (6) Antidilution.  The number of shares of Common Stock comprising a Stock
         ------------
     Unit shall be subject to adjustment from time to time, as follows:

               (a) Recapitalization.  In case the Corporation after the date of
                   ----------------
     filing these Articles of Amendment with the Secretary of State of the State
     of Georgia (the "Base Date") shall (i) issue a share dividend to the
     holders of its Common Stock, (ii) combine its outstanding shares of Common
     Stock into a smaller number of shares, or (iii) issue by reclassification
     of its shares of Common Stock any shares of the Corporation, then the
     number of shares of Common Stock comprising a Stock Unit immediately after
     the happening of any of the events described above shall be adjusted so as
     to consist of the number of shares of the


                                      -6-
<PAGE>

     Corporation which a record holder of the number of shares of Common Stock
     comprising a Stock Unit immediately prior to the happening of such event
     would own or be entitled to receive after the happening of such event
     (taking into account fractional interests in shares included in a Stock
     Unit to the nearest one-hundredth of a share, and for the purposes of the
     foregoing considering such fractional interests as outstanding fractional
     shares).  Similar adjustments to the content of a Stock Unit shall be made
     if any of the events described above in this subparagraph (a) shall
     thereafter occur.  An adjustment made pursuant to this subparagraph (4)
     shall become effective retroactively immediately after the record date in
     the case of a share dividend. and shall become effective immediately after
     the effective date in the case of a combination or reclassification,
     subject in each case to the provisions of subparagraph (c) of this
     paragraph (6).

               (b) Merger, Consolidation, or Share Exchange.  In case, after the
                   ----------------------------------------
     Base Date, as a result of a merger, consolidation, or similar business
     combination of the Corporation into or with another corporation, the
     acquisition by any other corporation of all of the outstanding shares of
     one or more classes or series of the Corporation through a statutory share
     exchange or similar business combination, or the sale or other transfer of
     the Corporation's property, assets, and business substantially as an entity
     to a successor corporation, the Common Stock is in effect changed, in whole
     or in part, into a different kind or class of shares or other securities or
     property, the contents of a Stock Unit shall thereupon become the kind and
     amount of shares or other securities or property receivable upon such
     merger, consolidation, share exchange, or similar business combination, or
     upon the dissolution following such sale or other transfer, by a record
     holder of the number of shares of Common Stock comprising a Stock Unit
     immediately prior to such change.

               (c) De Minimus Adjustments.  No adjustment in the number of
                   ----------------------
     shares of Common Stock comprising a Stock Unit shall be required under this
     paragraph (6) unless such adjustment would require an increase or decrease
     of at least 1% in the number of shares of Common Stock at the time
     comprising a Stock Unit, or a change in the kind of class of shares or
     other securities or property Comprising a Stock Unit; provided, however,
     that any adjustments which by reason of the foregoing are not required at
     the time to be made shall be carried forward and taken into account and
     included in determining the amount of any subsequent adjustment.  If the
     Corporation shall take a record of the holders of its Common Stock for the
     purpose of entitling them to receive any dividend or distribution or any
     subscription or purchase rights and shall, thereafter and before the
     distribution to shareholders of any such dividend, distribution, or
     subscription or purchase rights, legally abandon its plan to pay or deliver
     such dividend, distribution, or subscription or purchase rights, then no
     adjustment in the number of shares of Common Stock comprising a Stock Unit
     shall be required by reason of the taking of such record.


                                      -7-
<PAGE>

               (d) Other Actions by Corporation.  In case the Corporation after
                   ----------------------------
     the Base Date shall take any action affecting the Common Stock, other then
     action described in subparagraphs (a) and (b) of this paragraph (6), which
     in the opinion of the Board of Directors of the Corporation would
     materially affect the rights of this holders of the Shares, the Common
     Stock included in a Stock Unit shall be adjusted in such manner, if any,
     and at such time, as the Board of Directors of the Corporation, in its sole
     discretion, may determine to be equitable in the circumstances.  Failure of
     the board of Directors of the Corporation to provide for an adjustment
     prior to the effective date of any such action by the corporation affecting
     the Common Stock shall be conclusive evidence that the Board of Directors
     of the Corporation has determined that it is equitable to make no
     adjustment in the circumstances.

               (e) Notices of Adjustment.  Whenever the content of a Stock Unit
                   ---------------------
     is adjusted pursuant to this paragraph (6), the Corporation shall promptly
     mail to each holder of record of the Shares a certificate signed by the
     President or Vice President and by the Treasurer or an Assistant Treasurer
     or the Secretary or an Assistant Secretary of the Corporation setting forth
     in reasonable detail the events requiring the adjustment and the method by
     which such adjustment was calculated and specifying the number, or kind, or
     class of shares or other securities or property comprising a Stock Unit
     after giving effect to such adjustment.

               Failure to file any certificate or notice or to publish or mail
     any notice, or any defect in any certificate or notice, pursuant to this
     paragraph (6) shall not affect the legality or validity of the adjustment
     in the content of a Stock unit or of any transaction giving rise thereto.

               (f) Definition of Terms.  For the purposes of this paragraph (6),
                   -------------------
     the number of shares of Common Stock at any time outstanding shall not
     include shares then owned or held by or for the account of the Corporation
     or any majority-owned subsidiary.

               For the purposes of this paragraph (6), the term "Common Stock"
     shall mean (i) the class of shares designated as the Common Stock, par
     value $.01 per share, of the Corporation at the Base Date or (ii) any other
     class of shares resulting from successive changes or reclassifications of
     such Common Stock consisting solely of changes in par value, or from par
     value to no par value, or from no par value to par value.  In the event
     that at any time, as a result of an adjustment made pursuant to this
     paragraph (6), a Stock Unit shall include shares of the Corporation other
     than shares of Common Stock. thereafter the number of such other shares so
     included in a Stock Unit shall be subject to adjustment from time to time
     in a manner and on terms as nearly equivalent as practicable to the
     provisions with respect to the Common stock contained in subparagraphs (a)
     and (b) of this paragraph (6), and all other provisions of this paragraph
     (6) with respect to Common Stock shall apply on like terms to any such
     other shares.  Subject to


                                      -8-
<PAGE>

     the foregoing, and unless the context requires otherwise, all references to
     Common Stock in this paragraph (6) shall, in the event of an adjustment
     pursuant to this paragraph (6), be deemed to refer also to any other
     securities or property then comprising a Stock Unit as a result of such
     adjustments.

     (7)  Voting Rights.
          -------------

               (a) Voting Rights.  The holders of record of the Shares shall
                   -------------
     have one (1) vote in respect of each Share held by such holder of record
     with respect to every matter coming before any meeting of the shareholders,
     or otherwise to be acted upon by the shareholders; except that, if at any
     time the contents of the Stock Unit referred to in subparagraph 5(c) shall
     include more or fewer than one (1) share of Common Stock of the
     Corporation, each Share shall have a number of votes per share equal to the
     fractional number of shares of Common Stock (to the nearest one-hundredth
     of a share) contained in a Stock Unit upon the record date to determine
     entitlement to vote, but not less than one (1) vote per share.  In all
     votes of shareholders, the holders of the Shares shall vote in the same
     class as the holders of Common Stock except as expressly provided in this
     statement of Designation, Preferences, and Other Rights or as otherwise
     required by the Georgia Business Corporation Code.

          (b)  Amendment of Terms of Shares.
               ----------------------------

                    (i) Notwithstanding the provisions of subparagraph 7(a), so
          long as any shares of Series E Stock shall be outstanding, the
          Corporation shall not, without the affirmative vote at a meeting
          called for that purpose or the written consent of the holders of at
          least a majority of the aggregate number of shares of Series A at the
          time outstanding, or such greater vote as may be required by the
          Georgia Business Corporation Code, adopt any amendment to the Articles
          of Incorporation which would amend or repeal any of the terms and
          provisions of the outstanding shares of Series E Stock in a manner
          materially affecting the holders thereof.

          (c)       (i)  Issuance of Senior Preferred Shares.  So long as any
                         -----------------------------------
          Shares shall be outstanding, the Corporation shall not, without the
          affirmative vote at a meeting called for that purpose or the written
          consent of the holders of at least a majority of the aggregate amount
          of shares of the Series E stock outstanding, take action to authorize
          any class of shares ranking prior to the Shares, or to increase the
          authorized number of shares of any such prior class.

                    (ii) Definition of Senior Preferred Shares.  For the
                         -------------------------------------
          purposes of this subparagraph (c), shares shall be deemed to rank
          prior to the Shares if the holders thereof shall be entitled to the
          receipt of distributions or of amounts distributable on liquidation,
          dissolution, at winding up of the

                                      -9-
<PAGE>

          affairs of the Corporation, as the case may be, in preference or
          priority to the holders of the Shares, but shall be deemed to rank an
          a parity with, and not prior to the Shares, if the holders of such
          class shall be entitled to the receipt of distributions or of amounts
          distributable on liquidation, dissolution, or winding up of the
          affairs of the Corporation, as the case may be, in proportion to-their
          respective distribution rates or liquidation prices. without
          preference or priority one over the other as between the holders of
          such shares and the holders of the Shares, whether or not the
          distribution rates, distribution payment dates, or liquidation prices
          per share thereof are different from those of the Shares (including
          without limitation, whether or not such other shares shall have the
          benefit of any provision for any extra participating preferred
          distribution.  It shall not be deemed to be the creation of any such
          prior class or series of shares if the Corporation shall take action
          to authorize the creation or issuance of any indebtedness of the
          withstanding that such indebtedness may be subordinate to other
          indebtedness of the Corporation, and notwithstanding that such
          indebtedness may be convertible at the option of the Corporation or
          the option of the holder into shares of the Corporation (but the
          authorization of any such shares which are prior to the Shares shall
          be subject to the foregoing provisions), and notwithstanding that such
          indebtedness may be both so subordinate and so convertible.

               (d) Exceptions to Voting Rights.  It shall not constitute any
                   ---------------------------
     amendment or repeal of the terms and provisions of any of the outstanding
     Shares having an adverse effect on the holders thereof within the meaning
     of subparagraph (b) of this paragraph (7) for the corporation to take
     action to authorize any other class or series of shares ranking on a parity
     with the Shares as to either distributions or liquidation preferences or
     both; and, except as otherwise provided by law or expressly otherwise
     provided herein, any such action may be authorized without the concurrence
     of holders of the Shares.

               Notwithstanding the provisions of subparagraphs (b) or (c) above,
     unless otherwise specifically provided in subparagraph (7)(c)(ii) as to
     series of Preferred Stock prior to the Shares, no vote or consent of the
     holders of Shares shall be required in connection with the authorization of
     any series of Preferred Stock or the issuance of any shares of any such
     series or the adoption by the board of Directors of the Corporation of any
     resolution providing for a series of Preferred Stock.

          (8) Relationship to Other Series of Preferred Stock.  Without limiting
              -----------------------------------------------
in any manner the powers of the Board of Directors as expressed in Article Five
of the Articles of Incorporation, it is expressly understood that the Board of
Directors, without any action on the part of shareholders, may provide in the
Articles of Amendment providing for any series of Preferred Stock such
conforming provisions and such restrictions on any series (including the Shares)
as are reasonably designed to permit consistent treatment


                                     -10-
<PAGE>

among parity series (without materially adversely affecting the rights of the
holders of the Shares), including, without limitation, restrictions on the
payment of distributions on and/or purchase or redemption (or the setting aside
of amounts into a sinking fund for purchase or redemption) of shares ranking on
a parity with or junior to such newly created series, which restrictions are
applicable to such parity or junior series (including the Shares); without
limitation, such restrictions may operate in a manner similar to the manner in
which the provisions of paragraph (2) relating to such matters apply by their
terms to shares on a parity with or junior to the Shares.

     (9)  Meaning of Certain Terms.
          ------------------------

          (a) For the purposes hereof, shares shall be deemed to rank:

                    (i) prior to Shares either as to distributions or on
          liquidation if the holders thereof shall be entitled to the receipt of
          distributions or of amounts distributable on liquidation, dissolution,
          or winding up of the affairs of the Corporation, as the case may be,
          in preference or priority to the holders of the Shares;

                    (ii) on a parity with Shares as to distributions or on
          liquidation, whether or not the distribution rates, distribution
          payment dates, at redemption or liquidation prices per share thereof
          are different from those of the Shares (including, without limitation,
          whether or not such other shares shall have the benefit of any
          provision for any extra participating preferred distribution), if the
          holders thereof shall be entitled to the receipt of distributions or
          of amounts distributable on liquidation, dissolution, at winding up of
          the affairs of the Corporation, as the case may be, in proportion to
          their respective distribution rates or liquidation prices, without
          preference at priority one over the other as between the holders of
          such shares and the holders of the Shares; and

                    (iii)  junior to Shares either as to distributions or on
          liquidation if the rights of the holders thereof shall be subject or
          subordinate to the rights of the holders of the Shares in respect of
          the receipt of distributions or of the amounts distributable on
          liquidation, dissolution, or winding up of the affairs of the
          Corporation, as the case may be.

               (b) For the purposes hereof, "Business Day" shall mean any day
     upon which commercial banks in the City of Atlanta, Georgia are required to
     be open for the transaction of their general banking business.

          (10) Certain Provisions Concerning Conversion and Retirement.  Upon
               -------------------------------------------------------
the conversion of any of the Shares pursuant to the provisions of paragraph (5),
such Shares shall be deemed to be retired.  Upon any such retirement and upon
such conversion, the Shares so converted or otherwise so retired shall be
restored to the status of authorized


                                     -11-
<PAGE>

but undesignated and unissued Shares of Preferred Stock of the Corporation,
which shares may thereafter be provided for and designated by the Board of
Directors pursuant to Article Five of the Articles of Incorporation as part of a
series of Preferred Stock to the same extent as if such shares had not
previously been provided for and designated as part of a series of Preferred
Stock; but such shares shall not be reissued as shares of Series E Stock.

          (11) Amendment.  The Board of Directors reserves the right to amend
               ---------
the provisions of these Articles of Amendment subject to the provisions of
paragraph (7); without limiting the generality of the foregoing, the Board of
Directors may amend the provisions of these Articles of Amendment without any
vote or consent of the shareholders of the Corporation of any class or series by
decreasing (including a decrease to zero) (but not increasing) the number of
Shares designated hereby, but no such decrease shall be effected to a number
less than the number to Shares at the time issued and outstanding.



                                     -12-
<PAGE>

                                   EXHIBIT D
                          TO THE AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                                XCELLENET, INC.

                DESIGNATING THE PREFERENCES AND OTHER RIGHTS OF
                     CONVERTIBLE PREFERRED STOCK, SERIES F



          In addition to the Convertible Preferred Stock, Series A, Series B,
Series C, Series D and Series E, there is hereby designated, of the authorized
but unissued shares of Preferred Stock of the Corporation, a separate series
thereof, and the number of shares, voting powers, designation, preferences, and
relative, participating, optional, and other special rights, and the
qualifications, limitations, and restrictions thereof, of the shares of such
series (in addition to those set forth in the Articles of Incorporation which
are applicable to the Preferred Stock of all series), shall be as follows:

          (1) Designation and Number of Shares.  The designation of this series
              --------------------------------
of Preferred Stock shall be "Convertible Preferred Stock, Series F" (hereinafter
called "Series F Stock"), to consist of 20,834 shares.  The shares of Series F
Stock are sometimes hereinafter referred to as the "Shares".

          (2)  Distributions.
               -------------

               (a) Distribution Rights.  The holder of Shares shall be entitled
                   -------------------
     to receive, when, as, and if declared by the Board of Directors, subject to
     restrictions imposed by the Georgia Business Corporation Code or the
     Articles of Incorporation on distributions to shareholders, and subject to
     the provisions of paragraph (4) with respect to distributions in the event
     of any voluntary or involuntary liquidation, dissolution, or winding up of
     the affairs of the Corporation, transfers of money or other property
     (except of the Corporation's own shares) or incurrence of indebtedness by
     the Corporation in respect of any of its shares, whether by dividend,
     purchase, redemption, or other acquisition of shares, a distribution of
     indebtedness, or otherwise (hereinafter referred to as a "distribution"),
     in an amount equal to the distribution declared for each Share or for each
     share of Common Stock.  So long as any Shares shall remain outstanding, (i)
     no distribution whatsoever shall be declared or paid upon or set apart for
     the Shares or for the Common Stock or any other shares ranking on a parity
     with or junior to the Shares in payment of distributions; (ii) no
     redemption or purchase by the Corporation of Shares or of any shares
     ranking on a parity with or junior to the Shares in payment of
     distributions shall occur; and (iii) no moneys shall be paid to or made
     available for a sinking fund for the redemption or purchase of any such
     shares or otherwise applied to any such redemption or purchase, unless in
     each instance distributions,
<PAGE>

     redemptions, or payments in an equal amount per share shall have been
     declared and sufficient funds set aside for the payment thereof to the
     holders of the Shares.

               (b) Shares Held by Corporation.  For the purposes of this
                   --------------------------
     paragraph (2), no Share shall be deemed to be issued or outstanding at any
     time at which it is held by or for the account of the Corporation or by or
     for the account of any majority-owned subsidiary of the Corporation.

     (3) Rights of Redemption.  The Shares will not be subject to redemption by
         --------------------
     the Corporation.

     (4) Rights on Liquidation, Dissolution, or Winding Up.
         -------------------------------------------------

               (a) In the event of any voluntary or involuntary liquidation,
     dissolution, or winding up of the affairs of the Corporation, the holders
     of the Shares then outstanding shall be entitled to be paid, out of the
     assets of the Corporation available for distribution to its shareholders,
     before any payment shall be made to the holders of Common Stock or any
     shares ranking on liquidation junior to the Shares, an amount equal to
     $12.00 per share of Series F Stock.  If upon voluntary or involuntary
     liquidation, dissolution, or winding up of the affairs of the Corporation,
     the assets of the Corporation available for distribution to its
     shareholders shall be insufficient to pay the holders of the Shares and of
     any shares ranking on liquidation on a parity with the Shares (including,
     without limitation, the shares of the Corporation's Convertible Preferred
     Stock, Series A, Series B, Series C, Series D and Series E) the full
     amounts to which they respectively shall be entitled, the holders of such
     Shares and of such parity shares shall share ratably in any distribution of
     assets according to the respective amounts which would be payable in
     respect of the shares held by them upon such distribution if all amounts
     payable on or with respect to said shares were paid in full.  In the event
     of any voluntary or involuntary liquidation, dissolution, or winding up of
     the affairs of the Corporation, after payment shall have been made to the
     holders of the Shares and of any shares ranking on liquidation on a parity
     with the Shares of the full amount to which such shares shall be entitled
     as aforesaid, no further payments or distributions shall be made with
     respect to the Shares.

               (b) For the purposes of this paragraph (4), the sale, transfer,
     exchange or other disposition of all or substantially all of the assets of
     the Corporation shall be deemed to be a liquidation of the Corporation, and
     the allocation of any cash, securities, or other property received by the
     Corporation in consideration for such sale shall be made in accordance with
     the provisions of paragraph (4)(a) as if such sale of assets were a
     liquidation of the Corporation.  Nothing herein shall be construed as
     requiring or permitting a sale of assets to be treated as a liquidation for
     any purpose other than the allocations provided for in this subparagraph
     (4)(b).
<PAGE>

               (c) Notwithstanding any other provision of this paragraph (4),
     the merger, consolidation, or similar business combination of the
     Corporation into or with any other corporation\\, or the acquisition by any
     other corporation of all of the outstanding shares of one or more classes
     or series of the Corporation through a statutory share exchange or similar
     business combination, in which, following such merger, consolidation, share
     exchange, or similar business combination, less than 50% of the voting
     power of the surviving entity is held by persons that were shareholders of
     the Corporation immediately prior to such merger, consolidation, share
     exchange, or similar business combination (an "Acquisition Event"), shall
     be deemed to be a liquidation of the Corporation; provided, however, that
     such a deemed liquidation shall not be governed by the provisions of
     paragraph (4)(a) but by the following provisions of this paragraph (4)(c).
     Upon the occurrence of an Acquisition Event, the holders of the Shares then
     outstanding shall be entitled to be allocated, out of such cash, securities
     or other property, before any allocation shall be made to the holders of
     Common Stock or any shares ranking on liquidation junior to the Shares\\ an
     amount equal to $12.00 per share of Series F Stock.  If upon such
     Acquisition Event, the cash, securities, or other property into which the
     shares of capital stock of the Corporation are to be converted shall be
     insufficient to pay the holders of the Shares and of any shares ranking on
     liquidation on a parity with the Shares the full amounts to which they
     respectively shall be entitled pursuant to this paragraph (4)(c), the
     holders of such Shares and of such parity shares shall share ratably in any
     cash, securities or other property into which shares of capital stock of
     the Corporation are to be converted according to the respective amounts
     which would be payable in respect of the shares held by them upon such
     payment if all amounts payable on or with respect to said shares were paid
     in full.  Upon the occurrence of any Acquisition Event, after payment shall
     have been made to the holders of the Shares and of any shares ranking on
     liquidation on a parity with the Shares of the full amount to which such
     Shares shall be entitled pursuant to this paragraph (4)(c), no further
     payments or distributions shall be made with respect to the Shares and all
     remaining cash, securities, or other property into which shares of capital
     stock of the Corporation are to be converted shall be allocated ratably to
     the Common Stock.  Nothing herein shall be construed as requiring or
     permitting a merger, consolidation, share exchange, other business
     combination, to be treated as a liquidation for any purpose other than the
     allocations provided for in this paragraph (4)(c).

               (d) Except as provided in paragraphs (4)(b) and (4)(c), the
     merger, consolidation, or similar business combination of the Corporation
     into or with any other corporation, the merger, consolidation, or similar
     business combination of any other corporation into or with the Corporation,
     the acquisition by any other corporation of all of the outstanding shares
     of one or more classes or series of the Corporation through a statutory
     share exchange or similar business combination, or the sale, transfer,
     mortgage, pledge, or lease of the assets of the Corporation, shall not be
     deemed to be a liquidation, dissolution, or winding up of the affairs of
     the Corporation within the meaning of paragraph (4).  Except as provided in
     paragraph
<PAGE>

     (4)(c), the entitlement of the holders of Shares in the case of the merger,
     consolidation, or similar business combination of the Corporation into or
     with any other corporation, the merger, consolidation, or similar business
     combination of any other corporation into or with the Corporation, or the
     acquisition by any other corporation of all of the outstanding shares of
     one or more classes or series of the Corporation through a statutory share
     exchange or similar business combination, shall be: (x) if this Corporation
     shall not be a surviving corporation in such transaction, to receive shares
     of the surviving corporation having the same rights as the Shares,
     including, without limitation, conversion rights based upon a Stock Unit as
     referred to in paragraph (5)(c), or (y) if this Corporation is a surviving
     corporation in such a transaction, that the transaction does not effect any
     amendment or repeal of any of the terms and provisions of the outstanding
     Shares in a manner adversely affecting the holders thereof, which if made
     through an amendment to the Articles of Incorporation would require
     authorization by the vote referred to in paragraph (7)(b).  No such merger,
     consolidation, share exchange, or similar transaction shall be effected
     unless provision for such entitlement is made or shall result and be met
     for the holders of the Shares, unless such transaction shall, in addition
     to any other vote required, be authorized by the vote referred to in
     paragraph (7)(b).

               (e) Written notice of any voluntary or involuntary dissolution,
     liquidation, or winding up of the affairs of the Corporation within the
     meaning of paragraphs (4)(a), (4)(b) and (4)(c), stating a payment date and
     the place where the distributable amounts shall be payable, shall be given
     by first-class mail, postage prepaid, not less than 30 days prior to the
     payment date stated therein, to each record holder of the Shares at his
     address as the same shall appear on the shareholder records of the
     Corporation.

     (5) Conversion Rights.  The Shares shall be convertible into Common Stock,
         -----------------
     $.01 par value per share, of the Corporation on the following terms and
     conditions:

               (a) Term.  Subject to and upon compliance with the provisions of
                   ----
     this paragraph (5), the holder of any Shares may convert any Shares at his
     option at any time (during business hours on a Business Day) at the offices
     of the Company, or at such other place or places, if any, as the Board of
     Directors may determine, into such number of fully paid and nonassessable
     shares of Common Stock (or other property) as are issuable pursuant to the
     conversion formula set forth in paragraph (5)(c), as the same may be
     adjusted from time to time pursuant to paragraph (6).  The Corporation
     shall make no payment or adjustment on account of distributions accrued or
     in arrears on the Shares surrendered for conversion and no adjustment on
     account of distributions on the shares of Common Stock issuable upon
     conversion.

               (b) Surrender of Shares.  In order for any holder of Shares to be
                   -------------------
     entitled to convert the same into Common Stock, he shall surrender the
     certificate or certificates for such Shares at one of the places referred
     to in paragraph (5)(a), duly
<PAGE>

     endorsed to the Corporation or in blank or accompanied by proper
     instruments of transfer to the Corporation or in blank, and shall give
     written notice to the Corporation at said place that he elects to convert
     said Shares and shall state in writing therein the name or names in which
     he wishes the certificate or certificates for shares of Common Stock
     issuable on such conversion to be issued.  Subject to the provisions of
     paragraph (5)(a), every such notice of election to convert shall constitute
     a contract between the holder of such Shares and the Corporation (i)
     whereby such holder shall be deemed to subscribe for the amount of Common
     Stock which he will be entitled to receive upon such conversion and, in
     payment and satisfaction of such subscription, to surrender the Shares to
     be converted and to release the Corporation from all obligation thereon,
     and (ii) whereby the Corporation shall be deemed to agree that the
     surrender of the certificate or certificates for such Shares and the
     extinguishment of obligation thereon shall constitute full payment of such
     subscription for the Common Stock so subscribed for and to be issued upon
     such conversion.

               The Corporation will as soon as practicable after such deposit of
     certificates for Shares, accompanied by the written notice and the
     statement above prescribed, issue and deliver to the person for whose
     account such Shares were so surrendered, or to his nominee or nominees, a
     certificate or certificates for the number of full shares of Common Stock
     to which he shall be entitled as aforesaid, together with a check or cash
     in respect of any fraction of a share as hereinafter provided in paragraph
     (5)(f).  Subject to the following provisions of this paragraph (5), such
     conversion shall be deemed to have been made on the Business Day on which
     the Corporation shall have received the Shares to be converted and the
     notice and statement above prescribed, and the person or persons entitled
     to receive the Common Stock issuable upon conversion of such Shares shall
     be deemed for all purposes to have become the record holder or holders of
     such Common Stock and to have ceased to be the holder of the Shares
     surrendered for conversion on such Business Day.  The Corporation shall not
     be required to convert, and no surrender of any Shares shall be effective
     for that purpose, while the shareholder records of the Corporation are
     closed for any purpose, but the surrender of any Shares for conversion
     during any period while such records are closed shall become effective for
     conversion immediately upon the reopening of such records, as if the
     conversion had been made on the date such Shares were surrendered, and on
     the basis of conversion in effect on the date of such surrender.  Nothing
     in the preceding sentence shall require the Corporation to effect
     conversions otherwise than during business hours upon a Business Day, and
     Shares which are surrendered for conversion upon a day which is not a
     Business Day shall be deemed to be so surrendered upon the next succeeding
     Business Day.

               (c) Stock Unit.  Each share of Series F Stock shall be
                   ----------
     convertible, at the times and places and in the manner referred to in
     subparagraphs (a) and (b) above, into one "Stock Unit".  The contents of a
     Stock Unit as of February __, 1993, shall be one (1) share of Common Stock
     (as constituted upon such date) of the
<PAGE>

     Corporation.  The contents of a Stock Unit shall thereafter be subject to
     adjustment in accordance with the provisions of paragraph (6).

               (d) Taxes.  The issue of share certificates on conversion of
                   -----
     Shares shall be made free of any tax in respect of such issue.  The
     Corporation shall not, however, be required to pay any tax which may be
     payable in respect of any transfer involved in the issue and delivery of
     shares in a name other than that of the holder of the Shares converted, and
     the Corporation shall not be required to issue or deliver any such share
     certificate unless and until the person or persons requesting the issuance
     thereof shall have paid to the Corporation the amount of any such tax or
     shall have established to the satisfaction of the Corporation that such tax
     has been paid.

               (e) Reservation of Shares.  The Corporation shall at all times
                   ---------------------
     reserve and keep available, out of its authorized and unissued shares,
     solely for the purpose of effecting the conversion of Shares, such number
     of shares of Common Stock as shall from time to time be sufficient to
     effect the conversion of all Shares from time to time outstanding.  The
     Corporation shall from time to time, in accordance with the Georgia
     Business Corporation Code, use its best efforts to cause the number of
     authorized shares of its Common Stock to be increased if at any time the
     number of authorized shares of Common Stock remaining unissued shall not be
     sufficient to permit the conversion of all of the then outstanding Shares.

               (f) Fractional Shares.  The Corporation shall not be required to
                   -----------------
     issue fractional shares of Common Stock or scrip upon conversion of Shares.
     As to any final fraction of a share of Common Stock which a holder of one
     or more Shares would otherwise be entitled to receive upon conversion of
     Shares in the same transaction, the Corporation shall pay a cash adjustment
     in respect of such final fraction in an amount equal to $12.00 per share of
     Series F Stock.

     (6) Antidilution.  The number of shares of Common Stock comprising a Stock
         ------------
     Unit shall be subject to adjustment from time to time, as follows:

               (a) Recapitalization.  In case the Corporation after February __,
                   ----------------
     1993, (the "Base Date") shall (i) issue a share dividend to the holders of
     its Common Stock, (ii) combine its outstanding shares of Common Stock into
     a smaller number of shares, or (iii) issue by reclassification of its
     shares of Common Stock any shares of the Corporation, then the number of
     shares of Common Stock comprising a Stock Unit immediately after the
     happening of any of the events described above shall be adjusted so as to
     consist of the number of shares of the Corporation which a record holder of
     the number of shares of Common Stock comprising a Stock Unit immediately
     prior to the happening of such event would own or be entitled to receive
     after the happening of such event (taking into account fractional interests
     in shares included in a Stock Unit to the nearest one-hundredth of a share,
     and for the purposes of the foregoing considering such fractional interests
     as outstanding
<PAGE>

     fractional shares).  Similar adjustments to the content of a Stock Unit
     shall be made if any of the events described above in this subparagraph (a)
     shall thereafter occur.  An adjustment made pursuant to this subparagraph
     (a) shall become effective retroactively immediately after the record date
     in the case of a share dividend, and shall become effective immediately
     after the effective date in the case of a combination or reclassification,
     subject in each case to the provisions of subparagraph (c) of this
     paragraph (6).

               (b) Merger, Consolidation, or Share Exchange.  In case, after the
                   ----------------------------------------
     Base Date, as a result of a merger, consolidation, or similar business
     combination of the Corporation into or with another corporation, the
     acquisition by any other corporation of all of the outstanding shares of
     one or more classes or series of the Corporation through a statutory share
     exchange or similar business combination, or the sale or other transfer of
     the Corporation's property, assets, and business substantially as an entity
     to a successor corporation, the Common Stock is in effect changed, in whole
     or in part, into a different kind or class of shares or other securities or
     property, the contents of a Stock Unit shall thereupon become the kind and
     amount of shares or other securities or property receivable upon such
     merger, consolidation, share exchange, or similar business combination, or
     upon the dissolution following such sale or other transfer, by a record
     holder of the number of shares of Common Stock comprising a Stock Unit
     immediately prior to such change.

               (c) De Minimus Adjustments.  No adjustment in the number of
                   ----------------------
     shares of Common Stock comprising a Stock Unit shall be required under this
     paragraph (6) unless such adjustment would require an increase or decrease
     of at least 1% in the number of shares of Common Stock at the time
     comprising a Stock Unit, or a change in the kind or class of shares or
     other securities or property comprising a Stock Unit; provided, however,
     that any adjustments which by reason of the foregoing are not required at
     the time to be made shall be carried forward and taken into account and
     included in determining the amount of any subsequent adjustment.  If the
     Corporation shall take a record of the holders of its Common Stock for the
     purpose of entitling them to receive any dividend or distribution or any
     subscription or purchase rights and shall, thereafter and before the
     distribution to shareholders of any such dividend, distribution, or
     subscription or purchase rights, legally abandon its plan to pay or deliver
     such dividend, distribution, or subscription or purchase rights, then no
     adjustment in the number of shares of Common Stock comprising a Stock Unit
     shall be required by reason of the taking of such record.

               (d) Other Actions by Corporation.  In case the Corporation after
                   ----------------------------
     the Base Date shall take any action affecting the Common Stock, other than
     action described in subparagraphs (a) and (b) of this paragraph (6), which
     in the opinion of the Board of Directors of the Corporation would
     materially affect the rights of the holders of the Shares, the Common Stock
     included in a Stock Unit shall be adjusted in such manner, if any, and at
     such time, as the Board of Directors of the
<PAGE>

     Corporation, in its sole discretion, may determine to be equitable in the
     circumstances.  Failure of the Board of Directors of the Corporation to
     provide for an adjustment prior to the effective date of any such action by
     the Corporation affecting the Common Stock shall be conclusive evidence
     that the Board of Directors of the Corporation has determined that it is
     equitable to make no adjustment in the circumstances.

               (e) Notices of Adjustment.  Whenever the content of a Stock Unit
                   ---------------------
     is adjusted pursuant to this paragraph (6), the Corporation shall promptly
     mail to each holder of record of the Shares a certificate signed by the
     President or Vice President and by the Treasurer or an Assistant Treasurer
     or the Secretary or an Assistant Secretary of the Corporation setting forth
     in reasonable detail the events requiring the adjustment and the method by
     which such adjustment was calculated and specifying the number, or kind, or
     class of shares or other securities or property comprising a Stock Unit
     after giving effect to such adjustment.

               Failure to file any certificate or notice or to publish or mail
     any notice, or any defect in any certificate or notice, pursuant to this
     paragraph (6) shall not affect the legality or validity of the adjustment
     in the content of a Stock Unit or of any transaction giving rise thereto.

               (f) Definition of Terms.  For the purposes of this paragraph (6),
                   -------------------
     the number of shares of Common Stock at any time outstanding shall not
     include shares then owned or held by or for the account of the Corporation
     or any majority-owned subsidiary.

               For the purposes of this paragraph (6), the term "Common Stock"
     shall mean (i) the class of shares designated as the Common Stock, par
     value $.01 per share, of the Corporation at the Base Date or (ii) any other
     class of shares resulting from successive changes or reclassifications of
     such Common Stock consisting solely of changes in par value, or from par
     value to no par value, or from no par value to par value.  In the event
     that at any time, as a result of an adjustment made pursuant to this
     paragraph (6), a Stock Unit shall include shares of the Corporation other
     than shares of Common Stock, thereafter the number of such other shares so
     included in a Stock Unit shall be subject to adjustment from time to time
     in a manner and on terms as nearly equivalent as practicable to the
     provisions with respect to the Common Stock contained in subparagraphs (a)
     and (b) of this paragraph (6), and all other provisions of this paragraph
     (6) with respect to Common Stock shall apply on like terms to any such
     other shares.  Subject to the foregoing, and unless the context requires
     otherwise, all references to Common Stock in this paragraph (6) shall, in
     the event of an adjustment pursuant to this paragraph (6), be deemed to
     refer also to any other securities or property then comprising a Stock Unit
     as a result of such adjustments.

     (7)  Voting Rights.
          -------------
<PAGE>

               (a) Voting Rights.  The holders of record of the Shares shall
                   -------------
     have one (1) vote in respect of each Share held by such holder of record
     with respect to every matter coming before any meeting of the shareholders,
     or otherwise to be acted upon by the shareholders; except that, if at any
     time the contents of the Stock Unit referred to in subparagraph 5(c) shall
     include more or fewer than one (1) share of Common Stock of the
     Corporation, each Share shall have a number of votes per share equal to the
     fractional number of shares of Common Stock (to the nearest one-hundredth
     of a share) contained in a Stock Unit upon the record date to determine
     entitlement to vote, but not less than one (1) vote per share.  In all
     votes of shareholders, the holders of the Shares shall vote in the same
     class as the holders of Common Stock except as expressly provided in this
     statement of Designation, Preferences, and Other Rights or as otherwise
     required by the Georgia Business Corporation Code.

          (b)  Amendment of Terms of Shares.
               ----------------------------

                    (i)  Notwithstanding the provisions of subparagraph 7(a), so
          long as any shares of Series F Stock shall be outstanding, the
          Corporation shall not, without the affirmative vote at a meeting
          called for that purpose or the written consent of the holders of at
          least a majority of the aggregate number of shares of Series F Stock
          at the time outstanding, or such greater vote as may be required by
          the Georgia Business Corporation Code, adopt any amendment to the
          Articles of Incorporation which would amend or repeal any of the terms
          and provisions of the outstanding shares of Series F Stock in a manner
          materially affecting the holders thereof.

          (c) (i)  Issuance of Senior Preferred Shares.  So long as any Shares
                   -----------------------------------
          shall be outstanding, the Corporation shall not, without the
          affirmative vote at a meeting called for that purpose or the written
          consent of the holders of at least a majority of the aggregate amount
          of shares of the Series F Stock outstanding, take action to authorize
          any class of shares ranking prior to the Shares, or to increase the
          authorized number of shares of any such prior class.

                    (ii)  Definition of Senior Preferred Shares.  For the
                          -------------------------------------
          purposes of this subparagraph (c), shares shall be deemed to rank
          prior to the Shares if the holders thereof shall be entitled to the
          receipt of distributions or of amounts distributable on liquidation,
          dissolution, or winding up of the affairs of the Corporation, as the
          case may be, in preference or priority to the holders of the Shares,
          but shall be deemed to rank on a parity with, and not prior to the
          Shares, if the holders of such class shall be entitled to the receipt
          of distributions or of amounts distributable on liquidation,
          dissolution, or winding up of the affairs of the Corporation, as the
          case may be, in proportion to their respective distribution rates or
          liquidation prices, without
<PAGE>

          preference or priority one over the other as between the holders of
          such shares and the holders of the Shares, whether or not the
          distribution rates, distribution payment dates, or liquidation prices
          per share thereof are different from those of the Shares (including
          without limitation, whether or not such other shares shall have the
          benefit of any provision for any extra participating preferred
          distribution).  It shall not be deemed to be the creation of any such
          prior class or series of shares if the Corporation shall take action
          to authorize the creation or issuance of any indebtedness of the
          Corporation, notwithstanding that such indebtedness may be subordinate
          to other indebtedness of the Corporation, and notwithstanding that
          such indebtedness may be convertible at the option of the Corporation
          or the option of the holder into shares of the Corporation (but the
          authorization of any such shares which are prior to the Shares shall
          be subject to the foregoing provisions), and notwithstanding that such
          indebtedness may be both so subordinate and so convertible.

               (d) Exceptions to Voting Rights.  It shall not constitute any
                   ---------------------------
     amendment or repeal of the terms and provisions of any of the outstanding
     Shares having an adverse effect on the holders thereof within the meaning
     of subparagraph (b) of this paragraph (7) for the Corporation to take
     action to authorize any other class or series of shares ranking on a parity
     with the Shares as to either distributions or liquidation preferences or
     both; and, except as otherwise provided by law or expressly otherwise
     provided herein, any such action may be authorized without the concurrence
     of holders of the Shares.

               Notwithstanding the provisions of subparagraphs (b) or (c) above,
     unless otherwise specifically provided in subparagraph (7)(c)(ii) as to
     series of Preferred Stock prior to the Shares, no vote or consent of the
     holders of Shares shall be required in connection with the authorization of
     any series of Preferred Stock or the issuance of any shares of any such
     series or the adoption by the Board of Directors of the Corporation of any
     resolution providing for a series of Preferred Stock.

          (8) Relationship to Other Series of Preferred Stock.  Without limiting
              -----------------------------------------------
in any manner the powers of the Board of Directors as expressed in Article Five
of the Articles of Incorporation, it is expressly understood that the Board of
Directors, without any action on the part of shareholders, may provide in the
Articles of Amendment providing for any series of Preferred Stock such
conforming provisions and such restrictions on any series (including the Shares)
as are reasonably designed to permit consistent treatment among parity series
(without materially adversely affecting the rights of the holders of the
Shares), including, without limitation, restrictions on the payment of
distributions on and/or purchase or redemption (or the setting aside of amounts
into a sinking fund for purchase or redemption) of shares ranking on a parity
with or junior to such newly created series, which restrictions are applicable
to such parity or junior series (including the Shares); without limitation, such
restrictions may operate in a manner similar to the manner in which the
<PAGE>

provisions of paragraph (2) relating to such matters apply by their terms to
shares on a parity with or junior to the Shares.

          (9)  Meaning of Certain Terms.
               ------------------------

               (a) For the purposes hereof, shares shall be deemed to rank:

                    (i)  prior to Shares either as to distributions or on
          liquidation if the holders thereof shall be entitled to the receipt of
          distributions or of amounts distributable on liquidation, dissolution,
          or winding up of the affairs of the Corporation, as the case may be,
          in preference or priority to the holders of the Shares;

                    (ii)  on a parity with Shares as to distributions or on
          liquidation, whether or not the distribution rates, distribution
          payment dates, or redemption or liquidation prices per share thereof
          are different from those of the Shares (including, without limitation,
          whether or not such other shares shall have the benefit of any
          provision for any extra participating preferred distribution), if the
          holders thereof shall be entitled to the receipt of distributions or
          of amounts distributable on liquidation, dissolution, or winding up of
          the affairs of the Corporation, as the case may be, in proportion to
          their respective distribution rates or liquidation prices, without
          preference or priority one over the other as between the holders of
          such shares and the holders of the Shares; and

                    (iii)  junior to Shares either as to distributions or on
          liquidation if the rights of the holders thereof shall be subject or
          subordinate to the rights of the holders of the Shares in respect of
          the receipt of distributions or of the amounts distributable on
          liquidation, dissolution, or winding up of the affairs of the
          Corporation, as the case may be.

               (b) For the purposes hereof, "Business Day" shall mean any day
     upon which commercial banks in the City of Atlanta, Georgia are required to
     be open for the transaction of their general banking business.

          (10) Certain Provisions Concerning Conversion and Retirement.  Upon
               -------------------------------------------------------
the conversion of any of the Shares pursuant to the provisions of paragraph (5),
such Shares shall be deemed to be retired.  Upon any such retirement and upon
such conversion, the Shares so converted or otherwise so retired shall be
restored to the status of authorized but undesignated and unissued shares of
Preferred Stock of the Corporation, which shares may thereafter be provided for
and designated by the Board of Directors pursuant to Article Five of the
Articles of Incorporation as part of a series of Preferred Stock to the same
extent as if such shares had not previously been provided for and designated as
part of a series of Preferred Stock; but such shares shall not be reissued as
shares of Series F Stock.
<PAGE>

          (11) Amendment. The Board of Directors reserves the right to amend the
               ---------
provisions of these Articles of Amendment subject to the provisions of paragraph
(7); without limiting the generality of the foregoing, the Board of Directors
may amend the provisions of these Articles of Amendment without any vote or
consent of the shareholders of the Corporation of any class or series by
decreasing (including a decrease to zero) (but not increasing) the number of
Shares designated hereby, but no such decrease shall be effected to a number
less than the number of Shares at the time issued and outstanding.