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CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
TRENWICK GROUP INC.
Trenwick Group Inc., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
(a) The name of the corporation is Trenwick Group Inc. The date of its
original Certificate of Incorporation with the Secretary of State was October
29, 1985.
(b) This Certificate of Amendment of Restated Certificate of
Incorporation amends the Restated Certificate of Incorporation by amending the
first sentence of paragraph 4 thereof to increase the number of authorized
common shares and preferred shares.
(c) The text of the first sentence of paragraph 4 as amended is herein
set forth in full:
4. The aggregate number of shares which the corporation is
authorized to issue is 32,000,000 shares, to consist of 30,000,000
Common shares ("Common Stock") at a par value of $.10 each and
2,000,000 Preferred shares ("Preferred Stock") at a par value of $.10
each.
(d) This Certificate of Amendment of Restated Certificate of
Incorporation was duly adopted by vote of the directors and of the stockholders
in accordance with Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, said Trenwick Group Inc. has caused this certificate to be
signed by James F. Billett, Jr., its Chairman of the Board of Directors, and
attested by Jane T. Wiznitzer, its Secretary, this 27th day of May, 1997.
TRENWICK GROUP INC.
By /s/ James F. Billett, Jr.
-------------------------------
James F. Billett, Jr.
Chairman of the Board
ATTEST:
/s/ Jane T. Wiznitzer
- -----------------------------
Jane T. Wiznitzer
Secretary
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CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
TRENWICK GROUP INC.
Trenwick Group Inc., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
(a) The name of the corporation is Trenwick Group Inc. The date of its
original Certificate of Incorporation with the Secretary of State was October
29, 1985.
(b) This Certificate of Amendment of Restated Certificate of
Incorporation amends the Restated Certificate of Incorporation by adding a new
paragraph 12 regarding the elimination of director liability for monetary
damages for breaches of directors' fiduciary duty of care.
(c) The text of the new paragraph 12 is herein set forth in full:
12. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (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, as the same exists or hereafter may be amended, or (iv) for any transaction
from which the director derived an improper personal benefit. If the Delaware
General Corporation Law hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the corporation, in addition to the limitation on
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personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Delaware General Corporation Law. Any repeal or
modification of this paragraph by the stockholders of the corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the corporation existing at the time of such repeal
or modification.
(d) This Certificate of Amendment of Restated Certificate of
Incorporation was duly adopted by vote of the directors and of the stockholders
in accordance with Sections 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said Trenwick Group Inc. has caused this
certificate to be signed by James F. Billett, Jr., its Chairman of the Board of
Directors, and attested by Barbara R. Freed, its Secretary this 2nd day of June,
1987.
TRENWICK GROUP INC.
James F. Billett, Jr.
By /s/ James F. Billett, Jr.
-------------------------
ATTEST:
By /s/ Barbara R. Freed
- ----------------------------
Secretary
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RESTATED CERTIFICATE OF INCORPORATION
OF
TRENWICK GROUP INC.
Trenwick Group Inc., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:
(a) The name of the corporation is Trenwick Group Inc. The date of
filing of its original Certificate of Incorporation with the Secretary of State
was October 29, 1985.
(b) This Restated Certificate of Incorporation restates and integrates
and further amends the Certificate of Incorporation of this corporation by
deleting the previous paragraphs 4, 5, 6, 7, 8 and 10, adding a new paragraph 4
amending the authorized capital of the corporation, renumbering previous
paragraph 9 as paragraph 5, adding a new paragraph 6 regarding the
classification and removal of directors, adding a new paragraph 7 regarding the
procedure for nomination and election of directors, adding a new paragraph 8
regarding stockholder and director actions in the event of certain business
transactions, adding a new paragraph 9 regarding amendments of new paragraphs 6
and 7, and renumbering previous paragraphs 11 and 12 as paragraphs 10 and 11,
respectively, with amendments for consistency.
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(c) The text of the Certificate of Incorporation as amended or
supplemented heretofore is further amended hereby to read as herein set forth in
full:
"1. The name of the corporation is Trenwick Group Inc.
2. The address of its registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.
3. The nature of the business or purposes 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
Delaware.
4. The aggregate number of shares which the corporation is
authorized to issue is 16,000,000 shares, to consist of 15,000,000
Common shares ("Common Stock") at a par value of $.10 each and
1,000,000 Preferred shares ("Preferred Stock") at a par value of $.10
each.
The designations, relative rights, preferences and
limitations of the shares of each class are as follows:
(a) Common Stock
(1) Each holder of Common Stock is entitled to one vote for
each share of Common Stock on all matters to be voted on and is not
entitled to cumulative voting for the election of directors.
(2) Subject to provisions of law and the rights of the
Preferred Stock and any one or more series thereof having a preference
as to dividends over the Common Stock then outstanding, dividends may
be paid on the Common Stock at such times and in such amounts as the
board of directors shall determine.
(3) Upon the liquidation, dissolution or winding up of the
corporation, after any preferential amounts to be distributed to the
holders of the Preferred Stock and any one or more series thereof
having a preference over the Common Stock then outstanding have been
paid or declared and set apart for payment, the holders of the Common
Stock shall be entitled to receive all the remaining assets of
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the corporation available for distribution to its stockholders ratably
in proportion to the number of shares of Common Stock held by them
respectively.
(4) The holders of the Common Stock do not have any
preemptive or preferential right to purchase or subscribe for any part
of the unissued capital stock of the corporation of any class or for
any new issue of stock of any class, whether now or hereafter
authorized or issued.
(b) Preferred Stock
The board of directors is expressly authorized to adopt,
from time to time, a resolution or resolutions providing for the issue
of 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 expressed in such resolution or resolutions, including,
without limiting the generality of the foregoing, the following:
(1) the designation and number of shares or series;
(2) the dividend rate of such series, the
conditions and dates upon which such dividends
shall be payable, the preference or relation of
such dividends to dividends payable on any
other class or classes of capital stock of the
corporation, and whether such dividends shall
be cumulative or noncumulative;
(3) whether the shares of such series shall be
subject to redemption by the corporation, and,
if made subject to such redemption, the times,
prices, rates, adjustments and other terms and
conditions of such redemption;
(4) the terms and amount of any sinking or similar
fund provided for the purchase or redemption of
the shares of such series;
(5) whether the shares of such series shall be
convertible into or exchangeable for shares of
capital stock or other securities of the
corporation or of any other corporation, and,
if provision be made for conversion or
exchange, the times, prices, rates,
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adjustments and other terms and conditions of
such conversion or exchange;
(6) the extent, if any, to which the holders of the
shares of such series shall be entitled to vote
as a class or otherwise with respect to the
election of directors or otherwise;
(7) the restrictions and conditions, if any, upon
the issue or reissue of any additional
Preferred Stock ranking on a parity with or
prior to such shares as to dividends or upon
dissolution;
(8) the rights of the holders of the shares of such
series upon the dissolution of, or upon the
distribution of assets of, the corporation,
which rights may be different in the case of
voluntary dissolution than the case of
involuntary dissolution; and
(9) any other relative rights, preferences or
limitations of shares of such series consistent
with this Section 4(b) and applicable law.
5. 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.
6. (a) At the 1987 annual meeting of stockholders, the
directors elected to serve on the corporation's board of directors
shall be divided into three classes, designated Class I, Class II and
Class III. Each class shall consist, as nearly as may be possible, of
one-third of the total number of directors constituting the whole board
of directors. Class I directors shall be elected for a one-year term,
Class II directors for a two-year term and Class III directors for a
three-year term. At each succeeding annual meeting of stockholders
beginning in 1988, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term.
(b) 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, pursuant to Section 4(b) hereof,
voting separately by class or series, to elect directors at an annual
or special meeting of stockholders, the election, term of office,
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filling of vacancies and other features of such directorships shall be
governed by the terms applicable thereto, and such directors so elected
shall not be divided into classes pursuant to Section 6(a) unless
expressly provided by the terms of such Preferred Stock.
(c) Subject to the rights of the holders of any one or
more classes or series of Preferred Stock issued by the corporation,
any director may be removed from office, with or without cause, only by
the affirmative vote of the holders of eighty percent (80%) of the
combined voting power of the then outstanding shares of stock entitled
to vote generally in the election of directors, voting together as a
single class.
7. Subject to the rights of holders of any one or more
classes or series of Preferred Stock issued by the corporation,
nominations for the election of directors may be made by the board of
directors (or a proxy committee appointed by the board of directors) or
by any stockholder entitled to vote in the election of directors
generally. However, any stockholder entitled to vote generally in the
election of directors may nominate one or more persons for election as
directors at a meeting only if written notice of such stockholder's
intent to make such nomination or nominations has been given, either by
personal delivery or by United States mail, postage prepaid, to the
Secretary of the corporation not later than (i) with respect to an
election to be held at an annual meeting of stockholders, ninety (90)
days in advance of such meeting, and (ii) with respect to an election
to be held at a special meeting of stockholders for the election of
directors, the close of business on the seventh day following the date
on which notice of such meeting is first given to stockholders. Each
such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and of the person or
persons to be nominated; (b) a representation that the stockholder is a
holder of record of stock of the corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations
are to be made by the stockholder; (d) such other information regarding
each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the board of directors; and (e) the
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consent of each nominee to serve as a director of the corporation if so
elected. The chairman of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing
procedure.
8. (a) In addition to any affirmative vote required by law or
this Restated Certificate of Incorporation or the By-Laws of the
corporation, and except as otherwise expressly provided in Section
8(b), a Business Transaction (as hereinafter defined) with, or proposed
by or on behalf of, any Interested Stockholder (as hereinafter defined)
or any Affiliate or Associate (as hereinafter defined) of any
Interested Stockholder or any person who thereafter would be an
Affiliate or Associate of such Interested Stockholder shall require the
affirmative vote of not less than a majority of the votes entitled to
be cast by the holders of all the then outstanding shares of Voting
Stock (as hereinafter defined), voting together as a single class,
excluding Voting Stock beneficially owned by such Interested
Stockholder. Such affirmative vote shall be required notwithstanding
the fact that no vote may be required, or that a lesser percentage or
separate class vote may be specified by law or otherwise.
(b) The provisions of Section 8(a) shall not be applicable
to any particular Business Transaction, and such Business Transaction
shall require only such affirmative vote, if any, as is required by law
or by any other provision of this Restated Certificate of Incorporation
or the By-Laws of the corporation, or otherwise, if the Business
Transaction shall have been approved (whether such approval is made
prior to or subsequent to the acquisition of, or announcement or public
disclosure of the intention to acquire, beneficial ownership of the
Voting Stock that caused the Interested Stockholder to become an
Interested Stockholder), either specifically or as a transaction which
is within an approved category of transactions, by a majority of the
Disinterested Directors (as hereinafter defined).
(c) The following definitions shall apply with respect to
this Section 8:
(1) The term "Business Transaction" shall mean:
(A) any merger or consolidation of the corporation or any
Subsidiary (as hereinafter defined) with (i) any Interested
Stockholder or (ii) any other company (whether or not itself an
Interested Stockholder) which is or after such merger or
consolidation would be an Affiliate or Associate of an
Interested Stockholder; or
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(B) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition or security arrangement, investment, loan,
advance, guarantee, agreement to purchase, agreement to pay,
extension of credit, joint venture participation or other
arrangement (in one transaction or a series of transactions)
with or for the benefit of any Interested Stockholder or any
Affiliate or Associate of any Interested Stockholder involving
any assets, securities or commitments of the corporation, any
Subsidiary or any Interested Stockholder or any Affiliate or
Associate of any Interested Stockholder which (except for any
arrangement, whether as employee, consultant or otherwise,
other than as a director, pursuant to which any Interested
Stockholder or any Affiliate or Associate thereof shall,
directly or indirectly, have any control over or responsibility
for the management of any aspect of the business or affairs of
the corporation, with respect to which arrangements the value
tests set forth below shall not apply), together with all other
such arrangements (including all contemplated future events),
has an aggregate Fair Market Value (as hereinafter defined)
and/or involves aggregate commitments of $4,000,000 or more or
constitutes more than five percent of the book value of the
total assets (in the case of transactions involving assets or
commitments other than capital stock) or five percent of the
stockholders' equity (in the case of transactions in capital
stock) of the entity in question (the "Substantial Part"), as
reflected in the most recent fiscal year-end consolidated
balance sheet of such entity existing at the time the
stockholders of the corporation would be required to approve or
authorize the Business Transaction involving the assets,
securities and/or commitments constituting any Substantial
Part; or
(C) the adoption of any plan or proposal for the
liquidation or dissolution of the corporation or for any
amendment to the corporation's By-Laws; or
(D) any reclassification of securities (including any
reverse stock split), or recapitalization of the corporation,
or any merger or consolidation of the corporation with any of
its Subsidiaries or any other transaction (whether or not with
or otherwise involving an Interested Stockholder) that has the
effect, directly or indirectly, of increasing the proportionate
share of any class or series of Capital Stock, or any
securities convertible into Capital Stock or into equity
securities of any
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Subsidiary, that is beneficially owned by any Interested
Stockholder or any Affiliate or Associate of any Interested
Stockholder; or
(E) any agreement, contract or other arrangement providing
for any one or more of the actions specified in the foregoing
clauses (A) to (D).
(2) The term "Capital Stock" shall mean all capital stock of
the corporation authorized to be issued from time to time under this
Restated Certificate of Incorporation, and the term "Voting Stock"
shall mean all Capital Stock which by its terms may be voted on all
matters submitted to stockholders of the corporation generally.
(3) The term "person" shall mean any individual, firm, company
or other entity and shall include any group comprised of any person and
any other person with whom such person or any Affiliate or Associate of
such person has any agreement, arrangement or understanding, directly
or indirectly, for the purpose of acquiring, holding, voting or
disposing of Capital Stock.
(4) The term "Interested Stockholder" shall mean any person
(other than the corporation or any Subsidiary and other than any
profit-sharing, employee stock ownership or other employee benefit plan
of the corporation or any Subsidiary or any trustee of or fiduciary
with respect to any such plan when acting in such capacity) who (a) is
or has announced or publicly disclosed a plan or intention to become
the beneficial owner of Voting Stock representing ten percent (10%) or
more of the votes entitled to be cast by the holders of all then
outstanding shares of Voting Stock; or (b) is an Affiliate or Associate
of the corporation and at any time within the two-year period
immediately prior to the date in question was the beneficial owner of
Voting Stock representing ten percent (10%) or more of the votes
entitled to be cast by the holders of all then outstanding shares of
Voting Stock.
(5) A person shall be a "beneficial owner" of any Capital
Stock or shall "beneficially own" any Capital Stock (a) which such
person or any of its Affiliates or Associates beneficially owns,
directly or indirectly; (b) which such person or any of its Affiliates
or Associates has or shares, directly or indirectly, (i) the right to
acquire (whether such right is exercisable immediately or subject to
the passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise, or (ii) the right to vote
pursuant to any
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agreement, arrangement or understanding; or (c) which is beneficially
owned, directly or indirectly, by any other person with which such
person or any of its Affiliates or Associates has or shares any
agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Capital Stock. For the
purposes of determining whether a person is an Interested Stockholder
pursuant to this Section 8, the number of shares of Capital Stock
deemed to be outstanding shall include shares deemed beneficially owned
by such person through application of this Section 8, but shall not
include any other shares of Capital Stock that may be issuable pursuant
to any agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options, or otherwise.
(6) An "Affiliate" of, or a person "Affiliated" with a
specified person, is a person that directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under
common control with, the person specified. The term "Associate" used to
indicate a relationship with any person, means (1) any corporation or
organization (other than the corporation or a majority-owned subsidiary
of the corporation) of which such person is an officer or partner or
is, directly or indirectly, the beneficial owner of ten percent (10%)
or more of any class of equity securities, (2) any trust or other
estate in which such person has a substantial beneficial interest or as
to which such person serves as trustee or in a similar fiduciary
capacity, or (3) any relative or spouse of such person, or any relative
of such spouse who has the same home as such person or who is a
director or officer of the corporation or any of its parents or
subsidiaries.
(7) The term "Subsidiary" means any company of which a
majority of any class of equity security is beneficially owned by the
corporation; provided, however, that for the purposes of the definition
of Interested Stockholder set forth in this Section 8, the term
"Subsidiary" shall mean only a company of which a majority of each
class of equity security is beneficially owned by the corporation.
(8) The term "Disinterested Director" means any member of the
board of directors of the corporation (the "Board of Directors"), while
such person is a member of the Board of Directors, who is not an
Affiliate or Associate or representative or agent or employee of the
Interested Stockholder and was a member of the Board of Directors prior
to the time that the Interested Stockholder became an Interested
Stockholder, and any successor of a
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Disinterested Director while such successor is a member of the Board of
Directors, who is not an Affiliate or Associate or representative or
agent or employee of the Interested Stockholder and is recommended or
elected to succeed the Disinterested Director by a majority of
Disinterested Directors.
(9) The term "Fair Market Value" means (a) in the case of
cash, the amount of such cash; (b) in the case of stock, the highest
closing sale price during the 30-day period immediately preceding the
date in question of a share of such stock quoted on the National
Association of Securities Dealers Automated Quotation System (NASDAQ),
the New York Stock Exchange or such other market on which the
corporation's shares are publicly traded, or if no such quotations are
available, the fair market value on the date in question of a share of
such stock as determined by a majority of the Disinterested Directors
in good faith; and (c) in the case of property other than cash or
stock, the fair market value of such property on the date in question
as determined in good faith by a majority of the Disinterested
Directors.
(d) A majority of the Disinterested Directors shall have
the power and duty to determine for the purposes of this Section 8 on
the basis of information known to them after reasonable inquiry, all
questions arising under this Section 8, including, without limitation,
(1) whether a person is an Interested Stockholder, (2) the number of
shares of Capital Stock or other securities beneficially owned by any
person, (3) whether a person is an Affiliate or Associate of another,
(4) whether a Proposed Action is with, or proposed by, or on behalf of
an Interested Stockholder or an Affiliate or Associate of an Interested
Stockholder, (5) whether the assets that are the subject of any
Business Transaction have, or the consideration to be received for the
issuance or transfer of securities by the corporation or any Subsidiary
in any Business Transaction has, an aggregate Fair Market Value of
$4,000,000 or more, and (6) whether the assets or securities that are
the subject of any Business Transaction constitute a Substantial Part.
Any such determination made in good faith shall be binding and
conclusive on all parties.
(e) Nothing contained in this Section 8 shall be construed
to relieve any Interested Stockholder from any fiduciary obligation
imposed by law.
(f) For the purposes of this Section 8, a Business
Transaction or any proposal to amend, repeal or adopt any provision of
this Restated Certificate of
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Incorporation inconsistent with this Section 8 (collectively, "Proposed
Action") is presumed to have been proposed by, or on behalf of, an
Interested Stockholder or an Affiliate or Associate of an Interested
Stockholder or a person who thereafter would become such if (1) after
the Interested Stockholder became such, the Proposed Action is proposed
following the election of any director of the corporation who, with
respect to such Interested Stockholder, would not qualify to serve as a
Disinterested Director or (2) such Interested Stockholder, Affiliate,
Associate or person votes for or consents to the adoption of any such
Proposed Action, unless as to such Interested Stockholder, Affiliate,
Associate or person a majority of the Disinterested Directors makes a
good faith determination that such Proposed Action is not proposed by
or on behalf of such Interested Stockholder, Affiliate, Associate or
person, based on information known to them after reasonable inquiry.
(g) Notwithstanding any other provision of this Restated
Certificate of Incorporation or the By-Laws of the corporation (and
notwithstanding the fact that a lesser percentage or separate class
vote may be specified by law, this Restated Certificate of
Incorporation or the By-Laws of the corporation), any proposal to amend
or repeal this Section 8 of this Restated Certificate of Incorporation
or to amend, repeal or adopt any provision of this Restated Certificate
of Incorporation inconsistent with this Section 8 which is proposed by
or on behalf of an Interested Stockholder or an Affiliate or Associate
of an Interested Stockholder shall require the affirmative vote of the
holders of not less than a majority of the votes entitled to be cast by
the holders of all the then outstanding shares of Voting Stock, voting
together as a single class, excluding Voting Stock beneficially owned
by such Interested Stockholder; provided, however, that this Section
8(g) shall not apply to, and such majority vote shall not be required
for, any amendment, repeal or adoption recommended by a majority of the
Disinterested Directors.
9. Notwithstanding anything contained in this Restated
Certificate of Incorporation to the contrary, the affirmative vote of
the holders of at least eighty percent (80%) of the voting power of all
shares of the corporation entitled to vote generally in the election of
directors, voting together in a single class, shall be required to
alter, amend or adopt any provision inconsistent with Sections 6 and 7
hereof.
10. Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or between
this corporation and its stockholders
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or any class of them, any court of equitable jurisdiction within the
State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this 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 this 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 this corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement
and to any reorganization of this corporation as 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
this corporation, as the case may be, and also on this corporation.
11. The corporation reserves the right to amend, alter, change
or repeal any provision contained in this Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute,
and all rights conferred upon the stockholders herein are granted
subject to this reservation."
(d) This Restated Certificate of Incorporation was duly adopted by vote
of the stockholders in accordance with Sections 242 and 245 of the General
Corporation Law of the State of Delaware.
(e) This Restated Certificate of Incorporation shall be effective on
June 9, 1986.
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IN WITNESS WHEREOF, said Trenwick Group Inc. has caused this certificate to be
signed by James F. Billett, Jr., its Chairman of the Board of Directors, and
attested by Barbara Freed, its Secretary this 13th day of May, 1986.
TRENWICK GROUP INC.
James F. Billett, Jr.
By /s/ James F. Billett, Jr.
----------------------------
ATTEST:
By /s/ Barbara R. Freed
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Secretary
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