<PAGE>   1
                                                                 EXHIBIT 3.1.1



                          CERTIFICATE OF INCORPORATION
                                       OF
                           TAYLOR CAPITAL GROUP, INC.



                 FIRST:  The name of the corporation is Taylor Capital Group,
Inc.

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

                 THIRD:  The nature of the business and the objects and
purposes to be transacted, promoted and carried on are to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

                 FOURTH:  The total number of shares of all classes of stock
which the corporation shall have the authority to issue is Ten Million
(10,000,000) shares, consisting of (i) Seven Million (7,000,000) shares of
common stock, $0.01 par value per share ("Common Stock"), and (ii) Three
Million (3,000,000) shares of preferred stock, $0.01 par value per share
("Preferred Stock").

                 The designations, powers, preferences and relative
participating, optional or other special rights and the qualifications,
limitations and restrictions thereof in respect of each class of capital stock
of the corporation are as follows:

A.       COMMON STOCK

                 1.  Voting.  Except as otherwise provided by law, each share
of Common Stock shall entitle the holder thereof to one vote in any matter
which is submitted to a vote of stockholders of the corporation.

                 2.  Dividends.  Subject to the express terms of the Preferred
Stock outstanding from time to time, such dividend or distribution as may be
determined by the Board of Directors of the corporation may from time to time
be declared and paid or made upon the Common Stock out of any source at the
time lawfully available for the payment of dividends.

                 3.  Liquidation.  The holders of Common Stock shall be
entitled to share ratably upon any liquidation, dissolution or winding up of
the affairs of the corporation (voluntary of involuntary), all assets of the
corporation which are legally available for distribution, if any, remaining
after payment of
<PAGE>   2


all debts and other liabilities and subject to the prior rights of any holders
of Preferred Stock of the preferential amounts, if any, to which they are
entitled.

                 4.  Purchases.  Subject to any applicable provisions of this
Article Fourth, the corporation may at any time or from time to time purchase
or otherwise acquire shares of its Common Stock in any manner now or hereafter
permitted by law, publicly or privately, or pursuant to any agreement.

B.       PREFERRED STOCK

                 Subject to the terms contained in any designation of a series
of Preferred Stock, the Board of Directors is expressly authorized, at any time
and from time to time, to fix, by resolution or resolutions, the following
provisions for shares of any class or classes of Preferred Stock of the
corporation or any series of any class of Preferred Stock:

                 1.  the designation of such class or series, the number of
shares to constitute such class or series which may be increased or decreased
(but not below the number of shares of that class or series then outstanding)
by resolution of the Board of Directors, and the stated value thereof if
different from the par value thereof;

                 2.  whether the shares of such class or series shall have
voting rights, in addition to any voting rights provided by law, and, if so,
the terms of such voting rights;

                 3.  the dividends, if any, payable on such class or series,
whether any such dividends shall be cumulative, and, if so, from what dates,
the conditions and dates upon which such dividends shall be payable, and the
preference or relation which such dividends shall bear to the dividends payable
on any shares of stock of any other class or any other series of the same
class;

                 4.  whether the shares of such class or series shall be
subject to redemption by the corporation, and, if so, the times, prices and
other conditions of such redemption;

                 5.  the amount or amounts payable upon shares of such series
upon, and the rights of the holders of such class or series in, the voluntary
or involuntary liquidation, dissolution or winding up, or upon any distribution
of the assets, of the corporation;

                 6.  whether the shares of such class or series shall be
subject to the operation of a retirement or sinking fund and, if so, the extent
to and manner in which any such retirement or sinking fund shall be applied to
the purchase or redemption of




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<PAGE>   3


the shares of such class or series for retirement or other corporate purposes
and the terms and provisions relative to the operation thereof;

                 7.  whether the shares of such class or series shall be
convertible into, or exchangeable for, shares of stock of any other class or
any other series of the same class or any other securities and, if so, the
price or prices or the rate or rates of conversion or exchange and the method,
if any, of adjusting the same, and any other terms and conditions of conversion
or exchange;

                 8.  the limitations and restrictions, if any, to be effective
while any shares of such class or series are outstanding upon the payment of
dividends or the making of other distributions on, and upon the purchase,
redemption or other acquisition by the corporation of the Common Stock or
shares of stock of any other class or any other series of the same class;

                 9.  the conditions or restrictions, if any, upon the creation
of indebtedness of the corporation or upon the issue of any additional stock,
including additional shares of such class or series or of any other series of
the same class or of any other class;

                 10.  the ranking (be it pari passu, junior or senior) of each
class or series vis-a-vis any other class or series of any class of Preferred
Stock as to the payment of dividends, the distribution of assets and all other
matters; and

                 11.  any other powers, preferences and relative,
participating, optional and other special rights, and any qualifications,
limitations and restrictions thereof, insofar as they are not inconsistent with
the provisions of this Certificate of Incorporation, to the full extent
permitted in accordance with the laws of the State of Delaware.

                 The powers, preferences and relative, participating, optional
and other special rights of each class or series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding.

C.       MISCELLANEOUS

                 1.  Issuance of Stock.  Shares of capital stock of the
corporation may be issued by the corporation from time to time in such amounts
and proportions and for such consideration (not less than the par value thereof
in the case of capital stock having par value) as may be fixed and determined
from time to time by the Board of Directors and as shall be permitted by law.





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                 2.  Unclaimed Dividends.  Any and all right, title, interest
and claim in or to any dividends declared by the corporation, whether in cash,
stock or otherwise, which are unclaimed by the stockholder entitled thereto for
a period of five years after the close of business on the payment date, shall
be and shall be deemed to be extinguished and abandoned; and such unclaimed
dividends in the possession of the corporation, its transfer agents or other
agents or depositories, shall at such time become the absolute property of the
corporation, free and clear of any and all claims of any persons whatsoever.

                 FIFTH:  Special Meetings of Stockholders.  Special meetings of
the stockholders, for any purpose or purposes (except to the extent otherwise
provided by law or this Certificate of Incorporation), may only be called by
the Chairman of the Board, the President or a majority of the Board of
Directors then in office.

                 SIXTH:  A.  Amendment of By-Laws.  The Board of Directors of
the corporation is authorized to adopt, amend or repeal the By-laws of the
corporation, subject to applicable law and any applicable provisions in any
resolution of the Board of Directors.

                 B.  Election of Directors.  Elections of Directors need not be
by written ballot unless the By-laws of the corporation shall so provide.

                 C.  Meetings of Stockholders.  Meetings of stockholders may be
held within or without the State of Delaware, as the By-laws of the corporation
may provide.

                 D.  Books of Corporation.  The books of the corporation may be
kept at such place within or without the State of Delaware as the By-laws of
the corporation may provide or as may be designated from time to time by the
Board of Directors of the corporation.

                 SEVENTH:  Whenever a compromise or arrangement is proposed
between the corporation and its creditors or any class of them and/or between
the corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in
a summary way of the corporation or of any creditor or stockholder thereof or
on the application of any receiver or receivers appointed for the corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the corporation under the provisions of Section 279 of Title 8 of
the Delaware Code, order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the corporation, as the
case may be, to be summoned in such manner as the said court





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<PAGE>   5


directs.  If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or the stockholders or class of
stockholders of the corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of the corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of the corporation, as the case
may be, and also on the corporation.

                 EIGHTH:  No Director of the corporation shall be personally
liable to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a Director, provided that this Article EIGHTH shall not
eliminate or limit the liability of a Director:  (i) for any breach of the
Director's duty of loyalty to the corporation or its stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law; (iii) under Section 174 of the Delaware General
Corporation Law (or the corresponding provision of any successor act or law);
or (iv) for any transaction from which the Director derived an improper
personal benefit.  Neither the amendment nor repeal of this Article EIGHTH, nor
the adoption of any provision of this Certificate of Incorporation inconsistent
with this Article EIGHTH, shall eliminate or reduce the effect of this Article
EIGHTH in respect of any matter occurring, or any cause of action, suit or
claim that, but for this Article EIGHTH, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.  If the Delaware
General Corporation Law is amended after the effective date of this Article to
further eliminate or limit, or to authorize further elimination or limitation
of, the personal liability of directors for breach of fiduciary duty as a
director, then the personal liability of a director to the corporation or its
stockholders shall be eliminated or limited to the full extent permitted by the
Delaware General Corporation Law, as amended.  For purposes of this Article,
"fiduciary duty as a director" shall include any fiduciary duty arising out of
serving at the request of the corporation as a director of another corporation,
partnership, joint venture, trust or other enterprise, and "personally liable
to the corporation" shall include any liability to such other corporation,
partnership, joint venture, trust or other enterprise, and any liability to the
corporation in its capacity as security holder, joint venturer, partner,
beneficiary, creditor or investor of or in any such other corporation,
partnership, joint venture, trust or other enterprise.  Any repeal or
modification of the foregoing paragraph by the stockholders of the corporation
shall not adversely affect the elimination or limitation of the personal
liability of a director





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<PAGE>   6


for any act or omission occurring prior to the effective date of such repeal or
modification.

                 NINTH:  The corporation expressly elects not to be governed by
Section 203 of the Delaware General Corporation Law.

                 TENTH:  The corporation reserves the right to amend or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon a stockholder
herein are granted subject to this reservation.

                 IN WITNESS WHEREOF, the sole incorporator has executed this
Certificate this 9th day of October, 1996.




                                                      /s/ Jeffrey W. Taylor
                                                      __________________________
                                                      Jeffrey W. Taylor








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<PAGE>   7

               CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

                                       OF

          FIXED RATE NONCUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A

                                       OF

                           TAYLOR CAPITAL GROUP, INC.

                          ____________________________

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware
                         _____________________________


         TAYLOR CAPITAL GROUP, INC., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), in accordance with
Section 151 of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

                 1.       The Certificate of Incorporation of the Corporation
(the "Certificate of Incorporation"), fixes the total number of shares of all
classes of capital stock which the Corporation shall have the authority to
issue at Ten Million (10,000,000) shares, of which Three Million (3,000,000)
shares shall be shares of Preferred Stock, par value $.01 (herein referred to
as "Preferred Stock"), and of which Seven Million (7,000,000) shares shall be
shares of Common Stock of the par value of $.01 per share (herein referred to
as "Common Stock").

                 2.       The Certificate of Incorporation expressly grants to
the Board of Directors of the Corporation (the "Board of Directors") authority
to provide for the issuance of said Preferred Stock in one or more series, with
such voting powers, full or limited or without voting powers, and with such
designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof, as
shall be stated and expressed in the resolution or resolutions providing for
the issue thereof adopted by the Board of Directors and as are not stated and
expressed in the Certificate of Incorporation.

                 3.       Pursuant to authority conferred upon the Board of
Directors by the Certificate of Incorporation, the Board of Directors, on
February 7, 1997, by unanimous written consent of a duly authorized committee
thereof, duly authorized and adopted the following resolutions providing for an
issue of a series of its Preferred Stock to be designated "9.0% Noncumulative
Perpetual Preferred Stock, Series A (par value $.01 per share)":





<PAGE>   8
                 "RESOLVED that an issue of a series of Preferred Stock of the
         Corporation, par value $.01 per share  (the Preferred Stock of the
         Corporation being herein referred to as "Preferred Stock", which term
         shall include any additional shares of Preferred Stock of the same
         class hereafter authorized to be issued by the Corporation) consisting
         of One Million Five Hundred Thirty Thousand (1,530,000) shares is
         hereby provided for, and the voting power, designation, preferences
         and relative participating, optional or other special rights, and the
         qualifications, limitations or restrictions thereof, of such series
         shall be as set forth below:

         1.      Designation:  Number of Shares.

                 (a)      The designation of such series of Preferred Stock
shall be "9.0% Noncumulative Perpetual Preferred Stock, Series A" (hereinafter
referred to as the "Series A Preferred"), stated value $25.00, and the number
of authorized shares constituting the Series A Preferred is One Million Five
Hundred Thirty Thousand (1,530,000).  No fractional shares of Series A
Preferred shall be issued.

                 (b)      Any shares of Series A Preferred which at any time
have been redeemed by the Corporation shall, after such redemption, have the
status of authorized but unissued shares of Preferred Stock, without
designation as to series until such shares are once more designated as part of
a particular series of Preferred Stock by the Board of Directors.

         2.      Dividends.

                 (a)  (i)  Holders of shares of Series A Preferred shall be
                 entitled to receive noncumulative cash dividends, payable
                 quarterly in arrears for such quarter, when, as and if
                 declared by the Board of Directors, or a duly authorized
                 committee thereof, out of funds legally available therefor,
                 for a dividend period (a "Dividend Period") commencing on the
                 date of original issuance of the Series A Preferred to and
                 including March 31, 1997, and for each quarterly period
                 thereafter commencing on the first day of each April, July,
                 October and January and ending on and including the day next
                 preceding the first day of the next Dividend Period at a rate
                 per annum as follows:  (A) for each Dividend Period, at an
                 annual rate of 9.0% per stated value of each share (the "Fixed
                 Rate").  The amount of dividends per share payable for any
                 period of less than a quarter will be paid on the basis of a
                 360- day year consisting of





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<PAGE>   9
                 twelve 30-day months. The amount of dividends payable per
                 share of Preferred Stock for each Dividend Period shall        
                 be computed by dividing the amount of dividends due on an
                 annual basis by four.

                          (ii)     Dividends as provided for in this Section 2
                 shall accrue from the date of original issuance and shall be
                 payable when, as and if declared by the Board of Directors, or
                 a duly authorized committee thereof, out of funds legally
                 available therefor, for a Dividend Period on the first of each
                 April, July, October and January, commencing on April 1, 1997
                 (each, a "Dividend Payment Date"), to the holders of record on
                 a date not more than 30 days and not less than 10 days
                 preceding the related Dividend Payment Date, as may be
                 determined by the Board of Directors, or a duly authorized
                 committee thereof, in advance of such Dividend Payment Date.
                 When a Dividend Payment Date falls on a non- business day, the
                 dividend will be paid on the next business day.

                 (b)      Dividends on shares of Series A Preferred shall be
noncumulative so that if a dividend on the shares of Series A Preferred with
respect to any Dividend Period is not declared by the Board of Directors, or
any duly authorized committee thereof, then the Corporation shall have no
obligation at any time to pay a dividend on the shares of Series A Preferred
for such Dividend Period whether or not dividends are paid for any subsequent
Dividend Period.  Holders of the shares of Series A Preferred shall not be
entitled to any dividends, whether payable in cash, property or stock, in
excess of the noncumulative dividends declared by the Board of Directors, or a
duly authorized committee thereof, as set forth herein.

                 (c)      No full dividends shall be declared or paid or set
apart for payment on any share of any series of Preferred Stock or any share of
any other class of stock, or series thereof, in any such case ranking on a
parity with or junior to the Series A Preferred as to dividends unless full
dividends for the then-  current Dividend Period on the Series A Preferred have
been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof, and for all prior Dividend Periods for
which dividends were declared, set apart for such payment.  When dividends are
not paid in full upon the Series A Preferred and any other series or class of
stock ranking on a parity with the Series A Preferred as to dividends, all
dividends declared upon the Series A Preferred and such other series or class
of stock shall be declared pro rata so that the amount of dividends declared
per share on the Series A Preferred and such other series or class of stock
shall in all cases bear the same





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<PAGE>   10
ratio that accrued dividends per share (which in the case of the Series A
Preferred shall not include any accumulation in respect of undeclared or unpaid
dividends for prior Dividend Periods) on the Series A Preferred and on such
other series or class of stock bear to each other.

                 (d)      So long as any shares of Series A Preferred shall be
outstanding, unless full dividends on all outstanding shares of Series A
Preferred shall have been declared and paid or set apart for payment for the
current Dividend Period and have been paid for all Dividend Periods for which
dividends were declared and except as provided in Section 2(c), (i) no dividend
(other than a dividend in Common Stock or in any other stock of the Corporation
ranking junior to the Series A Preferred as to dividends or distribution of
assets upon liquidation, dissolution or winding up) shall be declared and paid
or set aside for payment, or other distribution declared or made, on the Common
Stock or on any other stock ranking junior to or on a parity with Series A
Preferred as to dividends or distribution of assets upon liquidation,
dissolution or winding up, and (ii) no shares of Common Stock or shares of any
other stock of the Corporation ranking junior to or on a parity with Series A
Preferred as to dividends or distribution of assets upon liquidation,
dissolution or winding up shall be redeemed, purchased or otherwise acquired
for any consideration by the Corporation or any subsidiary of the Corporation
(nor may any moneys be paid to or made available for a sinking or other fund
for the redemption, purchase or other acquisition of any shares of any such
stock), other than by conversion into or exchange for Common Stock or any other
stock of the Corporation ranking junior to Series A Preferred as to dividends
or distribution of assets upon liquidation, dissolution or winding up.

         3.      Redemption.

                 (a) Issued and outstanding shares of Series A Preferred are
not redeemable prior to January 15, 2002.  On or after such date, the shares of
Series A Preferred will be redeemable at the option of the Corporation, at any
time or from time to time on not less than 30, nor more than 60 days written
notice at a redemption price of $25.00 per share, plus an amount equal to
dividends declared and unpaid for the then-current Dividend Period (without
accumulation of accrued and unpaid dividends for prior Dividend Periods unless
previously declared and without interest) to the date fixed for redemption.

                 (b)      (i)     In the event the Corporation shall redeem
         shares of Series A Preferred, notice of such redemption shall be given
         by first-class mail, postage prepaid, mailed not less than 30 days nor
         more than 60 days prior to the





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<PAGE>   11
         date fixed for redemption, to each holder of record of the shares to
         be redeemed, at such holder's address as the same appears on the books
         of the Corporation.  Each such notice shall state:  (A) the date fixed
         for redemption; (B) the redemption price (specifying the amount of
         declared and unpaid dividends to be included therein) and the manner
         in which such redemption price is to be paid and delivered; (C) the
         place or places where certificates for such shares are to be
         surrendered for payment of the redemption price; (D) that dividends on
         the shares to be redeemed will cease to accrue as of the date fixed
         for redemption; and (E) the provision hereunder pursuant to which such
         redemption is being made.  No defect in the notice of redemption or in
         the mailing thereof shall affect the validity of the redemption
         proceedings, and the failure to give notice to any holder of shares of
         Series A Preferred to be so redeemed shall not affect the validity of
         the notice given to the other holders of shares of Series A Preferred
         to be so redeemed.

                 (ii)     In the event the Corporation shall redeem shares of
         Series A Preferred, on or before 12:00 noon, Chicago time, on the date
         fixed for redemption, the Corporation shall deposit with a paying
         agent (which may be an affiliate of the Corporation) (a "Paying
         Agent"), which shall be a bank or trust company organized and in good
         standing under the laws of the United States, the State of Illinois or
         the State of New York, and having capital, surplus and undivided
         profits aggregating at least $100,000,000, funds necessary for such
         redemption, in trust, with irrevocable instructions and authorization
         that such funds be applied to the redemption of the shares of Series A
         Preferred called for redemption upon surrender of certificates for
         such shares (properly endorsed or assigned for transfer).

                 (iii) If such notice of redemption shall have been duly mailed
         or if the Corporation shall have given to a Paying Agent irrevocable
         authorization promptly to mail such notice, and if on or before the
         redemption date specified therein the funds necessary for such
         redemption shall have been deposited by the Corporation with a Paying
         Agent in trust for the pro rata benefit of the holders of the shares
         of Series A Preferred called for redemption, together with irrevocable
         instructions that such funds be applied to such redemption, then,
         notwithstanding that any certificate for shares of Series A Preferred
         so called for redemption shall not have been surrendered for
         cancellation, from and after the time of such deposit, all shares of
         Series A Preferred so called for redemption shall no longer be deemed
         to be outstanding and all rights with respect to such shares of Series
         A Preferred shall forthwith cease and terminate,





                                      -5-
<PAGE>   12
         except for the right of the holders thereof to receive from such
         Paying Agent at any time after the time of such deposit the funds so
         deposited, without any interest thereon.

                 (iv)      Any interest accrued on funds deposited with a
         Paying Agent in connection with any redemption of shares of Series A
         Preferred shall be paid to the Corporation from time to time and the
         holders of any such shares to be redeemed with such money shall have
         no claim to any such interest.  Any funds deposited and unclaimed at
         the end of two years from any redemption date shall be repaid or
         released to the Corporation, after which the holder or holders of
         shares of Series A Preferred so called for redemption shall look only
         to the Corporation for payment of the redemption price, without any
         interest thereon.

                 (c)      Upon surrender in accordance with such notice of the
certificate for any shares to be redeemed (properly endorsed or assigned for
transfer), such shares shall be redeemed by the Corporation at the applicable
redemption price.

                 (d)      In no event shall the Corporation redeem less than
all the outstanding shares of Series A Preferred, unless dividends for the
then-current Dividend Period (without accumulation of any accrued and unpaid
dividends for prior Dividend Periods unless previously declared and without
interest) to the date fixed for redemption shall have been declared and paid or
set apart for payment on all outstanding shares of Series A Preferred;
provided, however, that the foregoing shall not prevent, if otherwise
permitted, the purchase or acquisition by the Corporation of shares of Series A
Preferred pursuant to a tender or exchange offer made on the same terms to
holders of all the outstanding shares of Series A Preferred and mailed to the
holders of record of all such outstanding shares at such holders' addresses as
the same appear on the books of the Corporation; and provided further that if
some, but less than all, of the shares of Series A Preferred are to be
purchased or otherwise acquired pursuant to such tender or exchange offer and
the number of such shares so tendered exceeds the number of shares so to be
purchased or otherwise acquired by the Corporation, the shares of Series A
Preferred so tendered shall be purchased or otherwise acquired by the
Corporation on a pro rata basis (with adjustments to eliminate fractions)
according to the number of such shares duly tendered by each holder so
tendering shares of Series A Preferred for such purchase or exchange.

                 (e)      If less than all of the outstanding shares of Series
A Preferred are to be redeemed, the Corporation will select the shares to be
redeemed by lot, pro rata (as nearly may be), or in such other equitable manner
as the Board of Directors





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<PAGE>   13
of the Company may determine.

         4.      Liquidation Preference.

                 (a)      In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of
shares of Series A Preferred shall be entitled to receive out of the assets of
the Corporation available for distribution to stockholders, before any
distribution of assets shall be made to the holders of shares of Common Stock
or of any other class or series of stock ranking junior to the Series A
Preferred as to such a distribution, an amount equal to $25.00 per share, plus
an amount equal to any dividends declared and unpaid for the then-current
Dividend Period (without accumulation of accrued and unpaid dividends for prior
Dividend Periods) to the date fixed for payment of such distribution.

                 (b)      If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the assets of the Corporation
will be insufficient to make the full liquidating payment with respect to
shares of Series A Preferred and liquidating payments on shares of any other
class or series of stock of the Corporation ranking on a parity with the Series
A Preferred as to any such distribution, then such assets will be distributed
among the holders of shares of Series A Preferred and the holders of shares of
such other class or series of stock, ratably in proportion to the respective
full preferential amounts to which they are entitled.

                 (c)      After payment to the holders of shares of Series A
Preferred of the full preferential amounts provided for in this Section 4, the
holders of such shares shall not be entitled to any further participation in
any distribution of assets by the Corporation.

                 (d)      A consolidation or merger of the Corporation with or
into any other corporation or corporations, or the sale, lease or conveyance of
all or substantially all the assets of the Corporation, whether for cash,
shares of stock, securities or properties, shall not be regarded as a
liquidation, dissolution or winding up of the Corporation within the meaning of
this Section 4.

                 (e)  Written notice of liquidation, dissolution or winding up
of the Corporation stating (i) the payment date, (ii) the amount of payment and
(iii) the place where the amounts distributed shall be payable, shall be given
by first-class mail, postage prepaid, mailed not less than 30 days prior to the
payment date stated therein, to the holders of record of the Series A Preferred
as of such notice date at such holder's





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<PAGE>   14
address as the same appears on the books of the Corporation.

         5.      Conversion and Exchange.  The holders of shares of Series A
Preferred shall not have any rights to convert such shares into, or to exchange
such shares for, shares of Common Stock, any other class or classes of capital
stock (or any other security) or any other series of any class or classes of
capital stock (or any other security) of the Corporation.

         6.      Voting Rights.

                 (a)      Holders of shares of Series A Preferred shall have no
voting rights, either general or special, except as expressly provided by
applicable law or as specified in this Section 6.

                 (b)  Holders of shares of Series A Preferred, voting
separately as a class with the holders of any one or more other series of
Preferred Stock then entitled to vote thereon, shall be entitled at the
Corporation's next annual meeting of stockholders and at each subsequent annual
meeting of stockholders to cast one vote (or fraction thereof) for each $25.00
of liquidation preference to which such Preferred Stock is entitled for the
election of one director of the Corporation, with the remaining directors of
the Corporation to be elected by the holders of the shares of any other class
or classes or series of stock entitled to vote therefor.  Any director who has
been so elected by the holders of shares of Preferred Stock may be removed at
any time, with or without cause, only by the affirmative vote of the holders of
the shares at the time entitled to cast a majority of the votes entitled to be
cast for the election of any such director at a special meeting of such holders
called for that purpose, and any vacancy thereby created may only be filled by
the vote of such holders.

                 (c)      (i)  If a Voting Event (as defined below) occurs, the
         number of members of the Board of Directors automatically shall be
         increased by one and the holders of shares of Series A Preferred,
         voting separately as a class with the holders of shares of any one or
         more other series of Preferred Stock entitled to vote upon the
         occurrence of such Voting Event, shall be entitled commencing at the
         Corporation's next annual meeting of stockholders, unless prior
         thereto such Voting Event has been terminated, to cast one vote (or
         fraction thereof) for each $25.00 of liquidation preference to which
         such Preferred Stock is entitled for the election of one additional
         director of the Corporation, with the remaining directors of the
         Corporation to be elected by the holders of the shares of any other
         class or classes or series of stock entitled to vote therefor;
         provided, however, that the Board of Directors at





                                      -8-
<PAGE>   15
         no time will include more than two directors who have been elected by
         the holders of shares of Preferred Stock voting separately as a class.
         Until such Voting Event has been terminated, any director who has been
         elected as described in this section 6(c)(i) by the holders of shares
         of Preferred Stock may be removed at any time, with or with or without
         cause, only by the affirmative vote of the holders of the shares at
         the time entitled to cast a majority of the votes entitled to be cast
         for the election of any such director at a special meeting of such
         holders called for that purpose, and any vacancy thereby created may
         only be filled by the vote of such holders.  If and when such Voting
         Event has been terminated, the holders of shares of Preferred Stock
         then outstanding and so authorized will be divested of the foregoing
         special voting rights, subject to revesting upon further occurrence of
         a Voting Event,  Upon termination of such Voting Event, the terms of
         office of any person who may have been elected a director by vote of
         the holders of shares of Series A Preferred and such other series of
         Preferred Stock pursuant to the foregoing special voting rights will
         immediately terminate.

                 (ii)  A "Voting Event" shall be deemed to have occurred in the
         event that dividends payable on any share or shares of Series A
         Preferred shall not be declared and paid at the stated rate for the
         equivalent of six full quarterly Dividend Periods (whether or not
         consecutive).  A Voting Event shall be deemed to have been terminated
         when all such dividends in arrears have been declared and paid or
         declared and set apart for payment in full, subject always to the
         revesting of the rights of holders of the Series A Preferred voting as
         a class with the holders of any other Preferred Stock, to elect a
         director as provided above in the event of any future failure on the
         part of the Corporation to pay dividends at the stated rate for any
         six full quarterly Dividend Periods (whether or not consecutive).

                 (d)  So long as any shares of Series A Preferred remain
outstanding, without the consent of the holders of shares entitled to cast at
least two-thirds of the votes entitled to be cast by the holders of the total
number of shares of Preferred Stock then outstanding, voting separately as a
class without regard to series, with the holders of shares of Preferred Stock
being entitled to  cast one vote (or fraction thereof) for each $25.00 of
liquidation preference to which such stock is entitled, the Corporation may
not:  (i) create, authorize or issue, or increase the authorized or issued
amount of any class or series of stock of the Corporation or any warrants,
options or other rights convertible or exchangeable into any class or series of
any capital stock of the Corporation which shall have preference,





                                      -9-
<PAGE>   16
or be on a parity with, as to dividends or distributions of assets upon
liquidation, dissolution or winding up over the Series A Preferred or (ii)
amend, alter or repeal (whether by merger, consolidation or otherwise) any
provision of the Certificate of Incorporation or this Certificate of
Designation, Preferences and Rights of the Corporation so as to adversely
affect the powers, preferences or special rights of the Series A Preferred or
holders thereof; provided, however, that an increase in the authorized amount
of Preferred Stock or the creation of any class or series of stock ranking
junior to the shares of Series A Preferred as to dividends and/or distributions
of assets upon liquidation, dissolution or winding up shall not be deemed to
adversely affect the voting power, preferences or special rights of the holders
of shares of Series A Preferred.  The foregoing voting provisions shall not
apply if, at or prior to the time when the act with respect to which such
voting would otherwise be required occurs, all outstanding shares of Series A
Preferred shall have been (x) redeemed or called for redemption and sufficient
funds, together with irrevocable instructions to the Paying Agent to apply such
funds, shall have been deposited in trust, to effect such redemption in
accordance with Section 3(b)(ii) or 3(b)(iii) hereof, or (y) purchased or
otherwise acquired and cancelled.

         7.      Priority as to Certain Distributions.  As a series of
Preferred Stock, the shares of Series A Preferred shall be entitled to such
rights and priorities, and subject to such limitations, as to dividends as are
set forth in these resolutions and in the Certificate of Incorporation.

         8.      Sinking Fund.  No sinking fund shall be provided for the
purchase or redemption of shares of the Series A Preferred.

         9.      Ranking.  For purposes hereof, any class or series of stock of
the Corporation shall be deemed to rank:

                 (a)      prior to the Series A Preferred as to dividends or
distribution of assets upon liquidation, dissolution or winding up, if the
holders of such class or series shall be entitled to the receipt of dividends
or of amounts distributable upon liquidation, dissolution or winding up, as the
case may be, in preference or priority to the holders of Series A Preferred;

                 (b)      on a parity with the Series A Preferred as to
dividends or distribution of assets upon liquidation, dissolution or winding
up, whether or not the dividend rates, dividend payment dates, redemption
prices or liquidation preferences per share thereof are different from those of
the Series A Preferred, if the holders of such class or series of stock and of
the Series A Preferred shall be entitled to the receipt of dividends or of





                                      -10-
<PAGE>   17
amounts distributable upon liquidation, dissolution or winding up, as the case
may be, in proportion to their respective dividend amounts or liquidation
preferences, without preference or priority to the holders of Series A
Preferred; and

                 (c)      junior to the Series A Preferred as to dividends or
distribution of assets upon liquidation, dissolution or winding up, if such
stock shall be Common Stock or if the holders of the Series A Preferred shall
be entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of shares of such class or series.

         10.     Exclusion of Other Rights.  Unless otherwise required by law,
shares of Series A Preferred shall not have any rights, including preemptive
rights, or preferences other than those specifically set forth herein or as
provided by applicable law.

         11.     Notices.  All notices or communications, unless otherwise
specified in the By-laws of the Corporation, the Certificate of Incorporation
or otherwise in these resolutions, shall be sufficiently given if in writing
and delivered in person or mailed by first-class mail, postage prepaid.  Notice
shall be deemed given on the earlier of the date received or the date such
notice is mailed.

         12.     Captions.  The captions and headings set forth in these
resolutions are for convenience of reference only and are not a part of, nor
shall they affect the interpretation or construction of, these resolutions."


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                                      -11-