<PAGE>
 
          6. STATUS OF SHARES REDEEMED OR RETIRED. Except as otherwise provided
in this Article FOURTH or in any resolution of the board of directors providing
for the issuance of any particular series of Preferred Stock, Preferred Stock
redeemed or otherwise retired by the corporation shall assume the status of
authorized but unissued Preferred Stock and may thereafter, subject to the
provisions of this Part I and of any restrictions contained in any resolution of
the board of directors providing for the issuance of any particular series of
Preferred Stock, be reissued in the same manner as other authorized but unissued
Preferred Stock.

          7. RESTRICTIONS ON CERTAIN CORPORATE ACTION. So long as any shares of
any series of the Preferred Stock are outstanding (a) the corporation shall not,
without the consent of the holders of at least a majority of the number of
shares of Preferred Stock at the time outstanding, given in person or by proxy,
either in writing or by vote at a special meeting called for the purpose, amend,
alter or repeal any of the provisions of this Article FOURTH (other than
provisions relating exclusively to the shares of Preferred Stock of a particular
series) so as to affect adversely the rights, powers or preferences of the
Preferred Stock, and shall not, without the consent of the holders of at least a
majority of the number of shares of Preferred Stock of such series at the time
outstanding, given in person or by proxy, either in writing or by a vote at a
special meeting called for the purpose, amend, alter or repeal any of the
provisions of this Article FOURTH or of any resolution or resolutions relating
exclusively to the shares of Preferred Stock of such series, so as to affect
adversely the rights, powers or preferences of the Preferred Stock of such
series; (b) the corporation shall not, without the consent of the holders of at
least a majority of the number of shares of Preferred Stock at the time
outstanding, given in person or by proxy, either in writing or by vote at a
special meeting called for that purpose, create or authorize any additional
class of stock ranking prior to the Preferred Stock in respect of dividends or
distribution of assets on liquidation or increase the authorized amount of any
additional class of stock ranking prior to the Preferred Stock in respect of
dividends or distribution of assets on liquidation, or create or authorize any
obligation or security convertible into or evidencing the right to purchase
shares of stock of any additional class ranking prior to the Preferred Stock in
respect of dividends or distribution of assets on liquidation; and (c) the
corporation shall not, withhold the consent of the holders of at least a
majority of the number of shares of Preferred Stock at the time outstanding,
given in person or by proxy, either in writing or by vote at a special meeting
called for the purpose, create or authorize any class of stock ranking on a
parity with the Preferred Stock in respect of dividends or distributions of
assets on liquidation, or increase the authorized amount of the Preferred Stock
or of any class of stock ranking on a parity with the Preferred Stock in respect
of dividends or distribution of assets on liquidation, or create or authorize
any obligation or security convertible into or evidencing the right to purchase
shares of stock of any class ranking on a parity with the Preferred Stock in
respect of dividends or distribution of assets on liquidation. Any action
specified in this Paragraph 7 as requiring the consent of the holders of at
least a specified proportion of the number of shares of Preferred Stock or of
any particular series thereof at the time outstanding or represented at a
meeting may be taken with such consent and with such additional vote or consent,
if any, of stockholders as may be from time to time required by this Certificate
of Incorporation, as amended from time to time, or by law.

                                       5