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EXHIBIT (4)(A)
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
HARLEYSVILLE GROUP INC.
----------------------
(Restated to include Amendment adopted April 24, 1996)
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 Corpora-
tion Law of the State of Delaware.
4. (a) The aggregate number of shares which the Corpora-
tion shall have 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").
(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 there-
of, by filing a certificate pursuant to the General
Corporation Law, the number of shares in each such
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series and all designations, relative rights (in-
cluding 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 limi-
tations of the shares in each such series, includ-
ing, but without limiting the generality of the
foregoing, the following:
(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 redemp-
tion 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 invol-
untary 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 privi-
leges 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 Incorpora-
tion of the Corporation or with the resolu-
tion or resolutions adopted by the Board of
Directors providing for the issue of any
series of which there are shares then out-
standing.
(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 divi-
dends thereon may accumulate. All shares of Pre-
ferred 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 designa-
tions, 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 and paid 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 there-
for.
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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 exis-
tence and extent of the right to cumulative divi-
dends, 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, liquida-
tion 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
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for payment of the amount to which each outstanding
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 wind-
ing up of the Corporation, the assets of the Corpo-
ration or the proceeds thereof, distributable among
the holders of the shares of all series of Pre-
ferred Stock shall be insufficient to pay in full
the preferential amount aforesaid, then such as-
sets, 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 liquida-
tion, dissolution or winding up of the Corporation
within the meaning of this Article Four.
(h) In the event that Preferred Stock of any series
shall be made redeemable as provided in Subpara-
graph (b)(iii) of this Article Four, the Corpora-
tion, 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 Pre-
ferred 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 cer-
tificate 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
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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.
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. Elec-
tions 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 omis-
sions 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 repur-
chases 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.
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9. The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certifi-
cate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reserva-
tion.
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,
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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