EXHIBIT 3.1
                           ARTICLES OF INCORPORATION
                                       OF
                        SYKES ENTERPRISES, INCORPORATED
 
         THE UNDERSIGNED, acting as sole incorporator of SYKES ENTERPRISES,
INCORPORATED (hereinafter, the "Corporation") under the Florida Business
Corporation Act, Chapter 607 of the Florida Statutes, as hereafter amended and
modified (the "FBCA"), hereby adopts the following Articles of Incorporation
for the Corporation, pursuant to Section 607.0203(1) of the Florida Statutes:
 
                                   ARTICLE 1
                                      Name
 
         The name of the Corporation is:  Sykes Enterprises, Incorporated.
 
                                   ARTICLE 2
                            Business and Activities
 
         The Corporation may, and is authorized to, engage in any activity or
business now or hereafter permitted under the laws of the United States and of
the State of Florida.
 
                                   ARTICLE 3
                                 Capital Stock
 
         3.1      Authorized Shares. The total number of shares of all classes 
of capital stock that the Corporation shall have the authority to issue shall
be 60,000,000 shares, of which 50,000,000 shares shall be Common Stock having a
par value of $0.01 per share ("Common Stock") and 10,000,000 shares shall be
Preferred Stock, $0.01 par value per share ("Preferred Stock"). The Board of
Directors is expressly authorized, pursuant to Section 607.0602 of the FBCA, to
provide for the classification and reclassification of any unissued shares of
Common Stock or Preferred Stock and the issuance thereof in one or more classes
or series without the approval of the shareholders of the Corporation, all
within the limitations set forth in Section 607.0601 of the FBCA.
 
         3.2      Common Stock.
 
                  (A) Relative Rights. The Common Stock shall be subject to all
of the rights, privileges, preferences and priorities of the Preferred Stock as
set forth in the Articles of Amendment to these Articles of Incorporation that
may hereafter be filed pursuant to Section 607.0602 of the FBCA to establish
the respective class or series of the Preferred Stock. Except as otherwise
provided in these Articles of Incorporation, each share of Common Stock shall
have the same rights as and be identical in all respects to all the other
shares of Common Stock.
 
                  (B) Voting Rights. Except as otherwise provided in these
Articles of Incorporation, except as otherwise provided by the FBCA and except
as may be determined by the Board of Directors with respect to the Preferred
Stock, only the holders of Common Stock shall be entitled to vote for the
election of directors of the Corporation and for all other corporate purposes.
Upon any such vote, each holder of Common Stock shall, except as
 
 
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otherwise provided by the FBCA, be entitled to one vote for each share of
Common Stock held by such holder.
 
                  (C) Dividends. Whenever there shall have been paid, or
declared and set aside for payment, to the holders of the shares of any class
of stock having preference over the Common Stock as to the payment of
dividends, the full amount of dividends and of sinking fund or retirement
payments, if any, to which such holders are respectively entitled in preference
to the Common Stock, then the holders of record of the Common Stock and any
class or series of stock entitled to participate therewith as to dividends,
shall be entitled to receive dividends, when, as, and if declared by the Board
of Directors, out of any assets legally available for the payment of dividends
thereon.
 
                  (D) Dissolution, Liquidation, Winding Up. In the event of any
dissolution, liquidation, or winding up of the Corporation, whether voluntary
or involuntary, the holders of record of the Common Stock then outstanding, and
all holders of any class or series of stock entitled to participate therewith
in whole or in part, as to the distribution of assets, shall become entitled to
participate in the distribution of assets of the Corporation remaining after
the Corporation shall have paid, or set aside for payment, to the holders of
any class of stock having preference over the Common Stock in the event of
dissolution, liquidation, or winding up, the full preferential amounts (if any)
to which they are entitled, and shall have paid or provided for payment of all
debts and liabilities of the Corporation.
 
         3.3      Preferred Stock.
 
                  (A) Issuance, Designations, Powers, Etc. The Board of
Directors is expressly authorized, subject to the limitations prescribed by the
FBCA and the provisions of these Articles of Incorporation, to provide, by
resolution and by filing Articles of Amendment to these Articles of
Incorporation, which, pursuant to Section 607.0602(4) of the FBCA shall be
effective without shareholder action, for the issuance from time to time of the
shares of the Preferred Stock in one or more classes or series, to establish
from time to time the number of shares to be included in each such class or
series, and to fix the designations, powers, preferences and other rights of
the shares of each such class or series and to fix the qualifications,
limitations and restrictions thereon, including, but without limiting the
generality of the foregoing, the following:
 
                  (1) the number of shares constituting that class or series
                      and the distinctive designation of that class or series;
 
                  (2) the dividend rate on the shares of that class or series,
                      whether dividends shall be cumulative, noncumulative or 
                      partially cumulative and, if so, from which date or dates,
                      and the relative rights of priority, if any, of payments
                      of dividends on shares of that class or series;
 
                  (3) whether that class or series shall have voting rights, in
                      addition to the voting rights provided by the FBCA, and,
                      if so, the terms of such voting rights;
 
                  (4) whether that class or series shall have conversion 
                      privileges, and, if so, the terms and conditions of such 
                      conversion, including
 
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                      provision for adjustment of the conversion rate in such
                      events as the Board of Directors shall determine;
 
                  (5) whether or not the shares of that class or series shall
                      be redeemable, and, if so, the terms and conditions of 
                      such redemption, including the dates upon or after which
                      they shall be redeemable, and the amount per share payable
                      in case of redemption, which amount may vary under
                      different conditions and at different redemption dates;
 
                  (6) whether that class or series shall have a sinking fund
                      for the redemption or purchase of shares of that class or
                      series, and, if so, the terms and amount of such sinking
                      fund;
 
                  (7) the rights of the shares of that class or series in the
                      event of voluntary or involuntary liquidation, 
                      dissolution, or winding up of the Corporation, and the 
                      relative rights of priority, if any, of payment of shares
                      of that class or series; and
 
                  (8) any other relative powers, preferences, and rights of
                      that class or series, and qualifications, limitations or 
                      restrictions on that class or series.
 
             (B)  Dissolution, Liquidation, Winding Up. In the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of Preferred Stock of each class or series shall be
entitled to receive only such amount or amounts as shall have been fixed by the
Articles of Amendment to these Articles of Incorporation or by the resolution
or resolutions of the Board of Directors providing for the issuance of such
class or series.
 
         3.4 No Preemptive Rights. Except as the Board of Directors may
otherwise determine, no shareholder of the Corporation shall have any
preferential or preemptive right to subscribe for or purchase from the
Corporation any new or additional shares of capital stock, or securities
convertible into shares of capital stock, of the Corporation, whether now or
hereafter authorized.
 
         3.5 Special Classes of Stock Prior to Initial Public Offering. Until
the closing of a firm commitment underwritten public offering by the
Corporation of its Common Stock pursuant to an effective registration statement
under the Securities Act of 1933 ("IPO"), the Corporation shall have authority
to issue up to 1,000,000 shares of its Common Stock as nonvoting shares (the
"Nonvoting Common Stock") having the rights, qualifications and limitations set
forth below and up to 3,600 shares of its Preferred Stock as nonvoting shares
(the "Special Preferred Stock") having the rights, preferences, qualifications,
limitations and restrictions set forth below. Anything in Section 3.3 to the
contrary notwithstanding, the Board of Directors shall not be required to file
Articles of Amendment to these Articles of Incorporation in order to issue
shares of Special Preferred Stock. Any and all shares of Nonvoting Common Stock
and Special Preferred Stock outstanding at the time of the IPO shall be
converted to Common Stock as set forth below, and thereafter, the Corporation
shall not have authority to issue any additional shares of Nonvoting Common
Stock or Special Preferred Stock. The shares of Special Preferred
 
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<PAGE>   4
Stock converted at the time of the IPO shall be restored to the status of
authorized but unissued Preferred Stock, without designation as to class or
series.
 
                  (A)      Nonvoting Common Stock.
 
                           (1)      Relative Rights.  Except as otherwise 
provided in this Section 3.5, each share of Nonvoting Common Stock shall have
the same rights as and be identical in all respects to each share of Common
Stock that is not specifically designated as Nonvoting Common Stock (referred
to hereinafter in this Section 3.5(A) as "Regular Common Stock").
 
                           (2)      No Voting Rights.  Except as otherwise
provided by the FBCA, each holder of Nonvoting Common Stock shall not be
entitled to vote for the election of directors of the Corporation or for any
other corporate purpose. If so provided, each holder of Nonvoting Common Stock
shall be entitled to one vote for each share of Nonvoting Common Stock held by
such holder.
 
                           (3)      Conversion Rights.
 
                                    (i)     Each share of Nonvoting Common 
Stock automatically shall be converted into one share of Regular Common Stock 
immediately upon the closing of the IPO.
 
                                    (ii)    In the event of an automatic
conversion above, the outstanding shares of Nonvoting Common Stock shall be
converted automatically without any further action by the holders of such
shares and whether or not the certificates representing such shares are
surrendered to the Corporation; provided, however, the Corporation shall not be
obligated to issue certificates evidencing the shares of Regular Common Stock
issuable upon such automatic conversion unless the certificates evidencing such
shares of Nonvoting Common Stock are delivered to the Corporation. Such
conversion shall be deemed to have been made immediately prior to the closing
of the IPO, and the person or persons entitled to receive the shares issuable
upon such conversion shall be treated for all purposes as the record holder or
holders of such shares on such date.
 
                           (4)      Redemption Rights.
 
                                    (i)     In the event the Special Preferred
Stock is redeemed pursuant to Section 3.5(B)(4) hereof, each holder of issued
and outstanding shares of Nonvoting Common Stock ("Nonvoting Holders") may
require the Corporation, upon 30 days prior written notice to the Corporation,
to repurchase all of the shares of issued and outstanding Nonvoting Common
Stock owned by such Nonvoting Holder at the Repurchase Price (as hereinafter
defined) per share and otherwise in the manner provided for in this Section and
Section 3.5(B)(4)(vi).
 
                                    (ii)    The repurchase price (the 
"Repurchase Price") per share of Nonvoting Common Stock shall be determined by
mutual agreement between the Corporation and the Nonvoting Holder or, if the
Corporation and the Nonvoting Holder cannot reach such an agreement within
thirty (30) days after written notification of the Nonvoting Holder of his or
her intention to have all of his or her Nonvoting Common Stock repurchased,
then the Repurchase Price shall be determined by a nationally recognized
investment banking firm or public accounting firm (the "Appraiser") as follows.
Each of the Corporation and the Nonvoting Holder shall retain an Appraiser
(which, in the case of the Corporation, may be the investment
 
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<PAGE>   5
 
 
 
banking firm or independent accounting firm regularly retained by the
Corporation), and such Appraisers shall jointly determine the Repurchase Price
for the Nonvoting Common Stock and deliver their opinions in writing to the
Corporation and the Nonvoting Holder. If such Appraisers cannot jointly make
such a determination, then, unless otherwise agreed to by the Corporation and
the Nonvoting Holder, such Appraisers shall, in their sole discretion, choose
another Appraiser, which Appraiser shall determine the Repurchase Price in
writing delivered to the Corporation and the Nonvoting Holder, which
determination shall be conclusive and binding on the Corporation and the
Nonvoting Holder. In determining the Repurchase Price, no discount shall be
imposed by reason of the nonvoting characteristics of the Nonvoting Common
Stock. Each of the Corporation and the Nonvoting Holder shall bear the fees and
expenses of the Appraiser retained on his, her or its behalf, and the fees and
expenses of a third Appraiser, if necessary, shall be borne by the Corporation.
 
                                    (iii)   All shares of Nonvoting Common Stock
repurchased as hereinabove provided or otherwise shall be retired and cancelled
and shall not be reissued.]
 
                  (B)      Special Preferred Stock.
 
                           (1)      Voting Rights.  Except as otherwise provided
by the FBCA, the holders of issued and outstanding shares of Special Preferred
Stock ("Special Preferred Holders") shall not be entitled to vote for the
election of directors of the Corporation or for all other corporate matters. If
so provided, each share of Special Preferred Stock shall be entitled to that
number of votes as shall equal the number of shares of Common Stock into which
such Special Preferred Stock may be converted pursuant to Section 3.5(B)(5)
hereof or, if an IPO has not closed, pursuant to the mechanism described in
Section 3.5(A)(4)(ii) hereof.
 
                           (2)      Dividend Rights.
 
                                    (i)     The Special Preferred Holders shall 
be entitled to receive, out of funds legally available for the payment of
dividends, and before any dividends are declared or paid upon Common Stock, a
cumulative cash dividend at an annual rate of seven and one-half percent
(7-1/2%) of the stated value of each share of Special Preferred Stock, payable
in equal quarterly installments on the fifteenth day of January, April, July
and October of each year, commencing on April 15, 1996 (each, a "Dividend
Payment Date"). The stated value of the Special Preferred Stock is $1,000 per
share. Dividends on the issued and outstanding shares of Special Preferred
Stock shall be preferred and cumulative and shall begin to accrue from the date
on which such shares are originally issued by the Corporation to the Special
Preferred Holder. In the event that Special Preferred Stock is issued in a
merger in exchange for shares of preferred stock of the merging corporation
(the "Old Preferred") and there are accrued but unpaid dividends on the Old
Preferred when the merger becomes effective, accrued dividends on each share of
Special Preferred Stock issued in exchange for the Old Preferred for the
dividend period ending on the first Dividend Payment Date after the merger
shall include the same amount of accrued but unpaid dividends accrued as of the
effective time of the merger on the number of shares of Old Preferred exchanged
in the merger for each such share of Special Preferred Stock. In the event
dividends payable on the issued and outstanding shares of Special Preferred
Stock shall be in arrears for two consecutive full quarterly periods, and such
failure to pay dividends is not cured within thirty (30) days of the date when
such second quarterly dividend was scheduled, then the cumulative cash dividend
shall be increased to an annual rate of sixteen percent (16%) with respect to
unpaid dividends (applied retroactively to the date such dividends became due
and payable) and future dividends,
 
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and such rate shall continue until all arrearages in dividends shall have been
paid, or set apart for payment, whereupon such dividend rate shall revert to
the original rate of seven and one-half percent (7-1/2%). Special Preferred
Holders shall not be entitled to participate in any other or additional
earnings or profits of the Corporation beyond the foregoing dividend rights.
 
                                    (ii)    Unless the full amount of 
cumulative  dividends on the special Preferred Stock up to and including the
most current Dividend Payment Date shall have been paid, or declared and a sum
sufficient for the payment thereof set apart, the Corporation shall not at any
time (a) set aside or apply any sum for the purchase or redemption of any
outstanding capital stock of the Corporation of any class or series (whether by
purchase or by redemption pursuant to any optional or mandatory redemption
provisions or otherwise) or (b) declare any dividend (other than a dividend
payable in Common Stock of the Corporation) or distribution on, or set aside or
apply any sum for the payment of any dividend or other distribution on, the
Common Stock or any other class of stock of the Corporation, except the Special
Preferred Stock.
 
                           (3)      Dissolution, Liquidation, Winding Up.  In 
the event of any dissolution, liquidation or winding up of the Corporation,
whether voluntary or involuntary, before any assets of the Corporation shall be
paid to, set aside for or distributed to holders of issued and outstanding
shares of Common Stock, each Special Preferred Holder shall be entitled to
receive out of the assets of the Corporation or the proceeds thereof, a
preferential payment in an amount equal to the Redemption Price (as defined in
Section 3.5(B)(4) hereof). Except as provided herein, the Special Preferred
Holders shall not be entitled to participate in any further distribution of the
assets of the Corporation or otherwise. If the assets distributable upon a
liquidation shall be insufficient to permit the distribution to the Special
Preferred Holders of the full preferential amounts to which such Special
Preferred Holders shall be entitled, then such amounts shall be distributed
ratably to such Special Preferred Holders in proportion to the full amounts to
which they respectively are entitled. Neither the consolidation or merger of
the Corporation with or into any other corporation or corporations, nor the
sale or transfer by the Corporation of all or any part of its assets or stock,
shall be deemed to be a liquidation of the Corporation for purposes of this
Section.
 
                  (4) Redemption Rights.
 
                           (i)      At the option of the Corporation, as 
evidenced by resolution of its Board of Directors, the Corporation may at any
time, and from time to time, redeem the entire amount of the shares of issued
and outstanding Special Preferred Stock, without any redemption premium or
penalty, at the Redemption Price (as hereinafter defined) per share and
otherwise in the manner provided for in this Section.
 
                           (ii)     At the option of a Special Preferred Holder
commencing five (5) years after issuance of the Special Preferred Stock to be
redeemed, upon 90 days prior written notice to the Corporation, a Special
Preferred Holder may require the Corporation to redeem the entire amount of the
shares of issued and outstanding Special Preferred Stock owned by such Special
Preferred Holder at the Redemption Price per share and otherwise in the manner
provided for in this Section.
 
                           (iii)    At the option of a Special Preferred 
Holder, upon the occurrence of an Event of Default (as hereinafter defined), a
Special Preferred Holder may require the Corporation to redeem the entire
amount of the shares of issued and outstanding Special
 
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<PAGE>   7
Preferred Stock owned by such Special Preferred Holder at the Redemption Price
per share and otherwise in the manner provided for in this Section. An Event of
Default shall mean an event of default as set forth in Article VIII of that
certain Loan Agreement by and between the Corporation and NationsBank of North
Carolina, N.A. (the "Bank") dated as of July 29, 1994 (the "Loan Agreement"),
subject to waiver or amendment by the Bank. In the event that the Corporation's
indebtedness to the Bank is refinanced under a new or amended loan agreement
with the Bank or with another financial institution or commercial lender, any
covenant in such new or amended loan agreement that is substantially similar to
a corresponding covenant set forth in the Loan Agreement, if any, shall be
incorporated in substitution for the covenant set forth in the Loan Agreement;
provided, however, that any covenant that is not substantially similar to a
covenant in the Loan Agreement shall not be deemed substituted. The Corporation
shall notify the Special Preferred Holder in writing upon the occurrence of an
Event of Default arising out of the breach by the Corporation of one or more of
the covenants that is not cured by the Corporation or waived by the Bank within
thirty (30) days after such breach. The Special Preferred Holder shall have the
right to require the Corporation to redeem all of the Special Preferred Stock
within ten (10) days after the giving of such notice by the Corporation, upon
the same terms as if the Corporation had elected to redeem the Special
Preferred Stock at such time.
 
                           (iv)     Upon or immediately prior to the 
consummation of a Sale (as hereinafter defined) of the Corporation, the
Corporation shall redeem the entire amount of the shares of issued and
outstanding Special Preferred Stock at the Redemption Price per share and
otherwise in the manner provided for in this Section. A Sale of the Corporation
shall mean the sale of (a) capital stock of the Corporation to any person or
any group of persons pursuant to which such person or persons acquire directly
or indirectly capital stock of the Corporation possessing the voting power to
elect a majority of the board of directors of the Corporation (whether by
merger, consolidation, reorganization or sale or transfer of the shares of
capital stock of the Corporation or otherwise), or (b) all or substantially all
of the Corporation's assets; provided, however, that an IPO shall not
constitute a Sale of the Corporation.
 
                           (v)      The redemption price (the "Redemption 
Price") per share of Special Preferred Stock shall be the stated value, plus an
amount equal to any unpaid cumulative dividends accrued thereon to the date
scheduled or fixed by the Corporation for redemption, plus an amount equal to
the sum of the applicable federal and state income taxes due and payable as a
result of such redemption, after giving due consideration to any current or
future deduction available in determining such income tax, including a
deduction attributable to the payment of state income tax. Any Redemption Price
due a Special Preferred Holder hereunder shall be paid by the Corporation upon
surrender of the certificate or certificates representing those shares to be
redeemed.
 
                           (vi)     (a)     Notice of any redemption ("Notice of
Redemption") shall be given by the Corporation or the Special Preferred Holder,
whichever is applicable, by mailing to the other party a written notice of such
redemption, first class postage prepaid, certified mail, return receipt
requested, at the Corporation's principal office or at each of such Special
Preferred Holders' last address as shall appear upon the stock transfer records
of the Corporation. Any Notice of Redemption which is mailed in the manner
provided herein shall be conclusively presumed to have been duly given 72 hours
after such mailing; and any nonmaterial defect in such notice shall not affect
the validity of the proceedings for the redemption of any shares of Special
Preferred Stock.
 
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<PAGE>   8
                                    (b)     The Corporation's Notice of 
Redemption to each Special Preferred Holder shall specify the Redemption Date
and the total Redemption Price to be paid by the Corporation upon surrender of
the certificate or certificates representing such shares. The Notice of
Redemption shall also state that any unpaid cumulative dividends accrued
thereon to the Redemption Date will be paid as specified therein and that from
and after the Redemption Date dividends thereon will cease to accrue.
 
                                    (c)     If any Notice of Redemption shall
have been duly given, then from and after the Redemption Date set forth therein
(unless default shall be made by the Corporation in the payment of the
Redemption Price), all such shares so called for redemption shall no longer be
deemed outstanding on and after the Redemption Date, and the right to receive
dividends thereon and all other rights not theretofore terminated with respect
to such shares shall cease and terminate on such Redemption Date; except only
the right of the Special Preferred Holders thereof to receive the Redemption
Price upon surrender of the certificate or certificates for such shares,
without interest.
 
                           (vii)    All shares of Special Preferred Stock 
redeemed as hereinabove provided or otherwise shall be retired and canceled and
restored to the status of authorized but unissued shares of Preferred Stock
without designation as to class or series.
 
                  (5)      Conversion Rights.
 
                           (i)      Each share of Special Preferred Stock 
automatically shall be converted into shares of Common Stock upon the closing
of an IPO. The number of shares of Common Stock into which a share of Special
Preferred Stock is convertible shall be an amount equal to (x) the sum of (aa)
the Redemption Price of each share of Special Preferred Stock, plus (bb) the
total amount of the underwriting discount on the shares of Common Stock issued
upon conversion of the Special Preferred Stock and sold by the holder in the
IPO, divided by (y) the per share public offering price of the IPO.
 
                           (ii)     In the event of an automatic conversion 
above, the outstanding shares of Special Preferred Stock shall be converted
automatically without any further action by the holders of such shares and
whether or not the certificates representing such shares are surrendered to the
Corporation; provided, however, the Corporation shall not be obligated to issue
certificates evidencing the shares of Common Stock issuable upon such automatic
conversion unless the certificates evidencing such shares are delivered to the
Corporation. Such conversion shall be deemed to have been made immediately
prior to the closing of the IPO, and the person or persons entitled to receive
the shares issuable upon such conversion shall be treated for all purposes as
the record holder or holders of such shares on such date.
 
                           (iii)    No fractional shares of Common Stock shall 
be issued upon conversion of Special Preferred Stock. The number of shares of
Common Stock issued by the Corporation in connection with such conversion shall
be adjusted upward by a single share to eliminate the issuance of any
fractional shares.
 
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                                   ARTICLE 4
                               Board of Directors
 
         4.1      Classification. Except as otherwise provided in these
Articles of Incorporation or Articles of Amendment filed pursuant to Section
3.3 hereof relating to the rights of the holders of any class or series of
Preferred Stock, voting separately by class or series, to elect additional
directors under specified circumstances, the number of directors of the
Corporation shall be as fixed from time to time by or pursuant to these
Articles of Incorporation or by bylaws of the Corporation (the "Bylaws"). The
directors, other than those who may be elected by the holders of any class or
series of Preferred Stock voting separately by class or series, shall be
classified, with respect to the time for which they severally hold office, into
three classes, Class I, Class II and Class III, each of which shall be as
nearly equal in number as possible, and shall be adjusted from time to time in
the manner specified in the Bylaws to maintain such proportionality. Each
initial director in Class I shall hold office for a term expiring at the 1999
annual meeting of the shareholders; each initial director in Class II shall
hold office for a term expiring at the 1998 annual meeting of the shareholders;
and each initial director in Class III shall hold office for a term expiring at
the 1997 annual meeting of the shareholders. Notwithstanding the foregoing
provisions of this Section 4.1, each director shall serve until such director's
successor is duly elected and qualified or until such director's earlier death,
resignation or removal. At each annual meeting of the shareholders, the
successors to the class of directors whose term expires at that meeting shall
be elected to hold office for a term expiring at the annual meeting of the
shareholders held in the third year following the year of their election and
until their successors shall have been duly elected and qualified or until such
director's earlier death, resignation or removal.
 
         4.2      Removal.
 
                  (A) Removal For Cause. Except as otherwise provided pursuant
to the provisions of these Articles of Incorporation or Articles of Amendment
relating to the rights of the holders of any class or series of Preferred
Stock, voting separately by class or series, to elect directors under specified
circumstances, any director or directors may be removed from office at any
time, but only for cause (as defined in Section 4.2(B) hereof) and only by the
affirmative vote, at a special meeting of the shareholders called for such a
purpose, of not less than sixty-six and two-thirds percent (66 2/3%) of the
total number of votes of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, but only if notice of such proposed removal was
contained in the notice of such meeting. At least thirty (30) days prior to
such special meeting of shareholders, written notice shall be sent to the
director or directors whose removal will be considered at such meeting. Any
vacancy on the Board of Directors resulting from such removal or otherwise
shall be filled only by vote of a majority of the directors then in office,
although less than a quorum, and any director so chosen shall hold office until
the next election of the class for which such director shall have been chosen
and until his or her successor shall have been elected and qualified or until
any such director's earlier death, resignation or removal.
 
                  (B) "Cause" Defined. For the purposes of this Section 4.2,
"cause" shall mean (i) misconduct as a director of the Corporation or any
subsidiary of the Corporation which involves dishonesty with respect to a
substantial or material corporate activity or corporate assets, or (ii)
conviction of an offense punishable by one (1) or more years of imprisonment
(other than minor regulatory infractions and traffic violations which do not
materially and adversely affect the Corporation).
 
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<PAGE>   10
                  4.3 Change of Number of Directors. In the event of any
increase or decrease in the authorized number of directors, the newly created
or eliminated directorships resulting from such increase or decrease shall be
apportioned by the Board of Directors among the three classes of directors so
as to maintain such classes as nearly equal as possible. No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director.
 
                  4.4 Directors Elected by Holders of Preferred Stock.
Notwithstanding the foregoing, whenever the holders of any one or more classes
or series of Preferred Stock issued by the Corporation shall have the right,
voting separately by class or series, to elect one or more directors at an
annual or special meeting of shareholders, the election, term of office,
filling of vacancies and other features of such directorships shall be governed
by the terms of these Articles of Incorporation, as amended by Articles of
Amendment applicable to such classes or series of Preferred Stock, and such
directors so elected shall not be divided into classes pursuant to this Article
4 unless expressly provided by the Articles of Amendment applicable to such
classes or series of Preferred Stock.
 
                  4.5 Exercise of Business Judgment. In discharging his or her
duties as a director of the Corporation, a director may consider such factors
as the director considers relevant, including the long-term prospects and
interests of the Corporation and its shareholders, the social, economic, legal,
or other effects of any corporate action or inaction upon the employees,
suppliers, customers of the Corporation or its subsidiaries, the communities
and society in which the Corporation or its subsidiaries operate, and the
economy of the State of Florida and the United States.
 
                  4.6 Initial Number of Directors. The number of directors
constituting the initial Board of Directors of the Corporation is seven (7).
The number of directors may be increased or decreased from time to time as
provided in the Bylaws, but in no event shall the number of directors be less
than three (3).
 
                                   ARTICLE 5
                             Action By Shareholders
 
         5.1      Call For Special Meeting. Special meetings of the
shareholders of the Corporation may be called at any time, but only by (a) the
Chairman of the Board of the Corporation, (b) a majority of the directors in
office, although less than a quorum, and (c) the holders of not less than
thirty-five percent (35%) of the total number of votes of the then outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class.
 
         5.2      Shareholder Action By Unanimous Written Consent. Any action
required or permitted to be taken by the shareholders of the Corporation must
be effected at a duly called annual or special meeting of the shareholders, and
may not be effected by any consent in writing by such shareholders, unless such
written consent is unanimous.
 
                                       10
 
 
<PAGE>   11
                                   ARTICLE 6
                                Indemnification
 
         6.1 Provision of Indemnification. The Corporation shall, to the
fullest extent permitted or required by the FBCA, including any amendments
thereto (but in the case of any such amendment, only to the extent such
amendment permits or requires the Corporation to provide broader
indemnification rights than prior to such amendment), indemnify its Directors
and Executive Officers against any and all Liabilities, and advance any and all
reasonable Expenses, incurred thereby in any Proceeding to which any such
Director or Executive Officer is a Party or in which such Director or Executive
Officer is deposed or called to testify as a witness because he or she is or
was a Director or Executive Officer of the Corporation. The rights to
indemnification granted hereunder shall not be deemed exclusive of any other
rights to indemnification against Liabilities or the advancement of Expenses
which a Director or Executive Officer may be entitled under any written
agreement, Board of Directors' resolution, vote of shareholders, the Act, or
otherwise. The Corporation may, but shall not be required to, supplement the
foregoing rights to indemnification against Liabilities and advancement of
Expenses by the purchase of insurance on behalf of any one or more of its
Directors or Executive Officers whether or not the Corporation would be
obligated to indemnify or advance Expenses to such Director or Executive
Officer under this Article. For purposes of this Article, the term "Directors"
includes former directors of the Corporation and any director who is or was
serving at the request of the Corporation as a director, officer, employee, or
agent of another Corporation, partnership, joint venture, trust, or other
enterprise, including, without limitation, any employee benefit plan (other
than in the capacity as an agent separately retained and compensated for the
provision of goods or services to the enterprise, including, without
limitation, attorneys-at-law, accountants, and financial consultants). The term
"Executive Officers" includes those individuals who are or were at any time
"executive officers" of the Corporation as defined in Securities and Exchange
Commission Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as
amended. All other capitalized terms used in this Article 6 and not otherwise
defined herein have the meaning set forth in Section 607.0850, Florida Statutes
(1995). The provisions of this Article 6 are intended solely for the benefit of
the indemnified parties described herein, their heirs and personal
representatives and shall not create any rights in favor of third parties. No
amendment to or repeal of this Article VI shall diminish the rights of
indemnification provided for herein prior to such amendment or repeal.
 
                                   ARTICLE 7
                                   Amendments
 
         7.1 Articles of Incorporation. Notwithstanding any other provision of
these Articles of Incorporation or the Bylaws of the Corporation (and
notwithstanding that a lesser percentage may be specified by law) the
affirmative vote of sixty-six and two-thirds percent (66 2/3%) of the total
number of votes of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required (unless separate voting by
classes is required by the FBCA, in which event the affirmative vote of
sixty-six and two-thirds percent (66 2/3%) of the number of shares of each
class or series entitled to vote as a class shall be required), to amend or
repeal, or to adopt any provision inconsistent with the purpose or intent of,
Articles 4, 5, 6 or this Article 7 of these Articles of Incorporation. Notice
of any such proposed amendment, repeal or adoption shall be contained in the
notice of the meeting at which it is to be considered. Subject to the
provisions set forth herein, the Corporation reserves the right to amend,
alter, repeal or rescind any
 
                                       11
 
 
<PAGE>   12
provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by law.
 
         7.2 Bylaws. The shareholders of the Corporation may adopt or amend a
bylaw which fixes a greater quorum or voting requirement for shareholders (or
voting groups of shareholders) than is required by the FBCA. The adoption or
amendment of a bylaw that adds, changes or deletes a greater quorum or voting
requirement for shareholders must meet the same quorum or voting requirement
and be adopted by the same vote and voting groups required to take action under
the quorum or voting requirement then in effect or proposed to be adopted,
whichever is greater.
 
                                   ARTICLE 8
                      Initial Registered Office and Agent
 
         The address of the initial Registered Office of the Corporation is 100
North Tampa Street, Suite 3900, Tampa, FL 33602, and the initial Registered
Agent at such address is Scott J. Bendert.
 
                                   ARTICLE 9
                      Principal Office and Mailing Address
 
         The address of the Principal Office of the Corporation and its mailing
address is 100 North Tampa Street, Suite 3900, Tampa, FL 33602. The location of
the Principal Office and the mailing address shall be subject to change as may
be provided in the Bylaws.
 
                                   ARTICLE 10
                                  Incorporator
 
         The name and address of the sole incorporator of the corporation is:
Kenneth J. Meister, Foley & Lardner, 100 North Tampa Street, Suite 2700, Tampa,
FL 33602.
 
          IN WITNESS WHEREOF, these Articles of Incorporation have been signed
by the undersigned incorporator this 29th day of February, 1996.
 
 
                                               /s/ Kenneth J. Meister
                                               --------------------------------
                                               Kenneth J. Meister, Incorporator