EXHIBIT 4(B)
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
HARLEYSVILLE GROUP INC.
It is hereby certified that:
1.The name of the Corporation is Harleysville Group Inc.
2.The Restated Certificate of Incorporation of the Corporation is h ereby
amended by striking out Paragraph (a) of Article Four thereof and by
substituting in lieu of said Paragraph the following new Paragraph:
"(a)The aggregate number of shares which the Corporation has authority
to issue is: Eighty Million (80,000,000) shares of Common Stock of the par
value of One Dollar ($1.00) per share (the "Common Stock") and One Million
(1,000,000) shares of Series Preferred Stock of the par value of One Dollar
($1.00) per share (the "Preferred Stock")."
3.The Amendment of the Restated Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned have executed this document and
affirmed that the facts contained herein are true under penalties of perjury.
Date: April 25, 1996
/s/ Walter R. Bateman
Walter R. Bateman, II
President and Chief Executive Officer
Attest:
/s/ Roger A. Brown
Roger A. Brown
Vice President, Secretary and
General Counsel
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AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
HARLEYSVILLE GROUP INC.
APRIL 22, 1992
Adopted Pursuant to Section 242 & 245 of the
General Corporation Law of the State of Delaware
Certificate of Incorporation Originally Filed August 2, 1979
1. The name of the Corporation is Harleysville Group Inc.
2.The address of its registered office is 1209 Orange Street, Wilmington,
County of New Castle, Delaware, 19801. The name of its registered agent at such
address is The Corporation Trust Company.
3.The nature of the business to be conducted or promoted is to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
4.(a) The aggregate number of shares which the Corporation shall have
authority to issue is: Twenty-Three Million (23,000,000) shares of Common Stock
of the par value of One Dollar ($1.00) per share (the "Common Stock") and One
Million (1,000,000) shares of Series Preferred Stock of the par value of One
Dollar ($1.00) per share (the "Preferred Stock").
(b) The Preferred Stock may be issued from time to time by the Board of
Directors as herein provided in one or more series. The designations, relative
rights, preferences and limitations of the Preferred Stock, and particularly of
the shares of each series thereof, may, to the extent permitted by law, be
similar to or may differ from those of any other series. The Board of Directors
of the Corporation is hereby expressly granted authority, subject to the
provisions of this Article Four, to issue from time to time Preferred Stock in
one or more series and to fix from time to time before issuance thereof, by
filing a certificate pursuant to the General Corporation Law, the number of
shares in each such series and all designations, relative rights (including the
right, to the extent permitted by law, to convert into shares of any class or
into shares of any series of any class), preferences and limitations of the
shares in each such series, including, but without limiting the generality of
the foregoing, the following:
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(i)The number of shares to constitute such series (which number may at
any time, or from time to time, be increased or decreased by the Board of
Directors, notwithstanding that shares of the series may be outstanding at
the time of such increase or decrease, unless the Board of Directors shall
have otherwise provided in creating such series) and the distinctive
designation thereof;
(ii)The dividend rate on the shares of such series whether or not
dividends on the shares of such series shall be cumulative, and the date or
dates, if any, from which dividends thereon shall be cumulative;
(iii)Whether or not the shares of such series shall be redeemable, and
if redeemable, the date or dates upon or after which they shall be
redeemable and the amount or amounts per share (which shall be, in the case
of each share, not less than its preference upon involuntary liquidation,
plus an amount equal to all dividends thereon accrued and unpaid, whether
or not earned or declared) payable thereon in the case of the redemption
thereof, which amount may vary at different redemption dates or otherwise
as permitted by law;
(iv)The right, if any, of holders of shares of such series to convert
the same into, or exchange the same for, Common Stock or other stock as
permitted by law, and the terms and conditions of such conversion or
exchange, as well as provisions for adjustment of the conversion rate in
such events as the Board of Directors shall determine;
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(v)The amount per share payable on the shares of such series upon the
voluntary and involuntary liquidation, dissolution or winding up of the
Corporation;
(vi)Whether the holders of shares of such series shall have voting
power, full or limited, in addition to the voting powers provided by law,
and, in case additional voting powers are accorded, to fix the extent
thereof; and
(vii)Generally to fix the other rights and privileges and any
qualifications, limitations or restrictions of such rights and privileges
of such series, provided, however, that no such rights, privileges,
qualifications, limitations or restrictions shall be in conflict with the
Certificate of Incorporation of the Corporation or with the resolution or
resolutions adopted by the Board of Directors providing for the issue of
any series of which there are shares then outstanding.
(c)All shares of Preferred Stock of the same series shall be identical in
all respects, except that shares of any one series issued at different times may
differ as to dates, if any, from which dividends thereon may accumulate. All
shares of Preferred Stock of all series shall be of equal rank and shall be
identical in all respects, except that to the extent not otherwise limited in
this Article Four any series may differ from any other series with respect to
any one or more of the designations, relative rights, preferences and
limitations described or referred to in Subparagraphs (b)(i) to (vii) inclusive
of this Article Four.
(d)Dividends on the outstanding Preferred Stock of each series shall be
declared and paid or set apart for payment before any dividends shall be
declared and paid or set apart for payment on the Common Stock with respect to
the same quarterly dividend period. Dividends on any shares of Preferred Stock
shall be cumulative only if and to the extent set forth in a certificate filed
pursuant to law. After dividends on all shares of Preferred Stock (including
cumulative dividends if and to the extent any such shares shall be entitled
thereto) shall have been declared andpaid or set apart for payment with respect
to any quarterly dividend period, then and not otherwise as long as any shares
of Preferred Stock shall remain outstanding, dividends may be declared and paid
or set apart for payment with respect to the same quarterly dividend period on
the Common Stock out of the assets or funds of the Corporation legally available
therefor.
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(e)All shares of Preferred Stock of all series shall be of equal rank,
preference and priority as to dividends irrespective of whether or not the rates
of dividends to which the particular series of Preferred Stock shall be entitled
shall be the same and when the stated dividends are not paid in full, the shares
of all series of Preferred Stock shall share ratably in the payment thereof in
accordance with the sums which would be payable on such shares if all dividends
were paid in full, provided, however, that any two or more series of Preferred
Stock may differ from each other as to the existence and extent of the right to
cumulative dividends, as aforesaid.
(f) Except as otherwise specifically provided in the certificate filed
pursuant to law with respect to any series of the Preferred Stock or as
otherwise provided by law, the Preferred Stock shall not have any right to vote
for the election of directors or for any other purpose and the Common Stock
shall have the exclusive right to vote for the election of directors and for all
other purposes. Each holder of Common Stock shall be entitled to one vote for
each share thereof held. In all instances in which voting rights are granted to
the Preferred Stock or any series thereof, such Preferred Stock or series shall
vote with the Common Stock as a single class, except with respect to any vote
for the approval of any merger, consolidation, liquidation or dissolution of the
Corporation and except as otherwise provided in the certificate filed pursuant
to law with respect to any series of the Preferred Stock or as otherwise
provided by law.
(g)In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, each series of Preferred Stock
shall have preference and priority over the Common Stock for payment of the
amount to which eachoutstanding series of Preferred Stock shall be entitled in
accordance with the provisions thereof and each holder of Preferred Stock shall
be entitled to be paid in full such amount, or have a sum sufficient for the
payment in full set aside, before any payments shall be made to the holders of
the Common Stock. If, upon liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation or the proceeds thereof,
distributable among the holders of the shares of all series of Preferred Stock
shall be insufficient to pay in full the preferential amount aforesaid, then
such assets, or the proceeds thereof, shall be distributed among such holders
ratably in accordance with the respective amounts which would be payable if all
amounts payable thereon were paid in full. After the holders of the Preferred
Stock of each series shall have been paid in full the amounts to which they
respectively shall be entitled, or a sum sufficient for the payment in full set
aside, the remaining net assets of the Corporation shall be distributed pro rata
to the holders of the Common Stock in accordance with their respective rights
and interests, to the exclusion of the holders of the Preferred Stock. A
consolidation or merger of the Corporation with or into another corporation or
corporations, or a sale, whether for cash, shares of stock, securities or
properties, of all or substantially all of the assets of the Corporation, shall
not be deemed or construed to be a liquidation, dissolution or winding up of the
Corporation within the meaning of this Article Four.
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(h)In the event that Preferred Stock of any series shall be made redeemable
as provided in Subparagraph (b)(iii) of this Article Four, the Corporation, at
the option of the Board of Directors, may redeem at any time or times, and from
time to time, all or any part of any one or more series of Preferred Stock
outstanding by paying for each share the then applicable redemption price fixed
by the Board of Directors as provided herein, plus an amount equal to accrued
and unpaid dividends to the date fixed for redemption, upon such notice and
terms as may be specifically provided in the certificate filed pursuant to law
with respect to such series of Preferred Stock.
(i)No holder of Preferred Stock of the Corporation shall be entitled, as
such, as a matter of right, to subscribe for or purchase any part of any new or
additional issue of stock of any class or series whatsoever, any rights or
options to purchase stock of any class or series whatsoever or any securities
convertible into, exchangeable for or carrying rights or options to purchase
stock of any class or series whatsoever, whether now or hereafter authorized,
and whether issued for cash or other consideration or by way of dividend.
5.The Corporation is to have perpetual existence.
6.In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter or repeal the
By-Laws of the Corporation.
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7.Meetings of the stockholders may be held within or without the State of
Delaware, as the By Laws may provide. The books of the Corporation may be kept
(subject to any provisions contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By Laws of the Corporation. Elections of directors
need not be by written ballot unless the By Laws of the Corporation shall so
provide.
8.A Director of the Corporation shall have no personal liability to the
Corporation or its stockholders for monetary damages for breach of his fiduciary
duty as a director; provided, however, this Article 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 stockholder; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of a law;
(iii) for the unlawful payment of dividends or unlawful stock repurchases under
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derived an improper personal benefit.
This Article shall not eliminate or limit the liability of a director for any
act or omission occurring prior to the effective date of this Article.
9.The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
Page 50
WE, THE UNDERSIGNED, being the Chairman of the Board, President & CEO, and
the Secretary of Harleysville Group Inc., which company was previously
incorporated pursuant to the General Corporation Law of the State of Delaware on
August 2, 1979, and which Certificate of Incorporation was Amended & Restated as
of April 9, 1986, and Amended as of May 6, 1987, do make this amended and
restated Certificate of Incorporation, hereby declaring and certifying that this
is our act and deed and the facts herein are true, that the Certificate of
Incorporation has been adopted in accordance with the provisions of Sections 242
and 245 of the General Corporation Law of the State of Delaware and that,
accordingly, we have hereunto set our hands this 1st day of June, 1992.
/s/ B.W. Mitchell
Bradford W. Mitchell
Chairman of the Board,
President & CEO
/s/ Lucinda J. Gannon
Lucinda J. Gannon
Vice President, Secretary
and General Counsel
Subscribed and sworn to before me this 1st day of June, 1992, at
Harleysville, Montgomery County, Pennsylvania.
/s/ Agnes G. Draper
NOTARY PUBLIC