RESTATED
ARTICLES OF INCORPORATION
OF
McM CORPORATION

1. The name of the corporation is McM Corporation.

2. The period of duration of the corporation is perpetual.

3. The purposes of which the corporation is organized are to

perform management and other services to insurance companies; to enter into

contracts with insurance companies; to perform all activities which may be

useful and helpful to insurance companies; and to engage in any other lawful

act or activity for which corporations may be organized under Chapter 55 of the

General Statutes of North Carolina, including, but not limited to:

constructing, manufacturing or producing; repairing, servicing, processing,

buying, selling, dealing, brokering, factoring, owning, leasing, distributing,

lending, borrowing, investing, transporting, or advertising; performing

personal services; and entering into any type of management, advisory,

promotional, insurance, guarantyship, fiduciary or representative capacity or

relationship with or for any persons or corporation whatsoever.

4. Shares.

(a) AUTHORIZED SHARES. The aggregate number of shares

which the Corporation shall have authority to issue is 11,000,000, of which

10,000,000 shares shall be designated "Common Shares," with a par value of

$1.00, of which 1,000,000 shares shall be designated "Preferred Shares" with

such par value as the Board of Directors may hereafter determine.

(b) RELATIVE RIGHTS AND PREFERENCE. The relative rights,

privileges and limitations of the Common Shares and Preferred Shares shall be

as follows:

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1) COMMON SHARES. The holders of Common Shares

issued and outstanding, except where otherwise provided by law, these Articles

of Incorporation or the Board of Directors, shall have and possess the right to

notice of shareholders' meetings and voting rights and powers. Subject to any

and all of the rights of the Preferred Shares, as such are determined by the

Board of Directors, dividends may be paid on the Common Shares, as and when

declared by the Board of Directors, out of any funds of the Corporation legally

available for the payment of such dividends.

In the event of dissolution of the Corporation, whether voluntary or

involuntary, any distribution to holders of Common Shares shall be subject to

the rights and preferences of the holders of the Preferred Shares, as such

rights and preferences are determined by the Board of Directors, but all of the

shares together shall be entitled to receive the net assets of the Corporation.

2) PREFERRED SHARES. Authority is expressly granted to the Board

of Directors at any time and from time to time to issue the Preferred Shares in

one or more series and for such consideration as may be fixed from time to time

by the Board of Directors, and to fix, subject to the provisions herein, before

the issuance of any shares of a particular series, the designation of such

series, the number of shares to comprise such series, the dividend rate per

annum payable on the shares of such series, the redemption price or prices of

the shares in such series, the conversion features of such series, the voting

rights of such series, the liquidation preference of such series, and any other

rights, preferences and limitations pertaining to such series. Such rights,

preferences and limitations shall be recorded in Articles of Amendment to the

Corporation's Articles of Incorporation and filed with the Secretary of State

before the issuance of any shares of such series. All shares of any one series

of Preferred Shares shall be identical, except that the dates from which

dividends shall be cumulative may vary.

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3) The rights, preferences, limitations and characteristics of

the Corporation's Series A Preferred Stock are set forth in Appendix A hereto

and are incorporated herein by reference.

4) The rights, preferences, limitations and characteristics of

the Corporation's Series B PIK Preferred Stock are set forth in Appendix B

hereto and are incorporated herein by reference.

5. The minimum amount of consideration to be received by the

corporation for its shares before it shall commence business is $100 in cash or

property of equivalent value.

6. The address of the current registered office of the

corporation is 702 Oberlin Road, Raleigh, North Carolina 27605, Post Office Box

12317, Raleigh, North Carolina 27605; and the name of its current registered

agent at such address is George E. King.

7. The number of directors constituting the initial Board of

Directors shall be one; and the name and address of the person who is to serve

as director until the first meeting of shareholders, or until his successors be

elected and qualified, is:

Name Address
---- -------

R. Peyton Woodson III 601 Oberlin Road
Raleigh, North Carolina 27605

8. The name and address of the incorporator is:

Frank R. Liggett III 333 Fayetteville Street
Raleigh, North Carolina 27602

9. No person who is serving or who has served as Director of the

corporation shall be personally liable in any action for monetary damages for

breach of his or her duty as a Director, whether such action is brought by or

in the right of the corporation or otherwise, except for breach of

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duty for which personal liability cannot be limited or eliminated under the

North Carolina Business Corporation Act ("NCBCA") or other applicable law. If

the NCBCA or other applicable law is amended after approval by the shareholders

of this Article to authorize corporate action further eliminating or limiting

the personal liability of Directors, then the liability of a Director of the

corporation shall be eliminated or limited to the fullest extent permitted by

the NCBCA or other applicable law as so amended. Any repeal or modification of

this Article by the shareholders of the corporation shall not adversely affect

any right or protection of a Director of the corporation existing at the time

of such repeal or modification.

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APPENDIX A

McM CORPORATION
SERIES A PREFERRED STOCK
RIGHTS, PREFERENCES, LIMITATIONS AND CHARACTERISTICS

1. Designation and Amount. The shares of this series shall be
designated as "Series A Preferred Stock, $1,000 par value per share"
(hereinafter called this "Series"). Each share of this Series shall be
identical in all respects with the other shares of this Series.

The number of shares in this Series shall initially be 60,000, which
number may from time to time be increased or decreased (but not below the
number then outstanding) by the Board of Directors of the Corporation. Shares
of this Series purchased or otherwise acquired by the Corporation shall be
cancelled and shall thereupon be restored to the status of authorized but
unissued shares.

2. Dividends. The holders of shares of this Series shall not be
entitled to receive any dividends.

3. Liquidation. Upon the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of this
Series shall be entitled to receive out of the net assets of the Corporation,
before any payment or distribution shall be made or set apart for payment on
the Common Stock or any other class or series of stock of the Corporation, the
amount of $1,000 per share of this Series. After the payment to the holders of
the shares of this Series of $1,000 per share, the holders of shares of this
Series, as such, shall have no right or claim to any of the remaining net
assets of the Corporation. Neither the sale, lease or conveyance of all or
substantially all of the property or business of the Corporation, nor the
merger or consolidation of the Corporation into or with any other corporation
or the merger or consolidation of any other corporation into or with the
Corporation, shall be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary, for purposes of this paragraph.

4. Redemption. Subject to the North Carolina Business
Corporation Act and required regulatory approvals, the shares of this Series
shall at all times be redeemable at the option of the holder thereof in cash
for $1,000 per share payable by the Corporation by official bank or certified
check or wire transfer of immediately available funds. Such redemption shall
occur within ten business days after receiving a written notice of redemption
from the holder of shares of this Series accompanied by a certificate or
certificates for such shares duly endorsed by the holder thereof with the
signature guaranteed by a financial institution.

5. Conversion and Exchange. The holders of shares of this Series
shall not have any rights to convert such shares into or to exchange such
shares for shares of Common Stock of the Corporation or any other class or
series of stock (or any other security) of the Corporation.

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6. Voting Rights. The holders of shares of this Series shall not
have a vote on any matter except as provided to the contrary by the North
Carolina Business Corporation Act.

7. Rank. The shares of this Series shall rank, as to
distribution of assets upon liquidation, dissolution or winding up, senior ro
any other class or series of preferred stock of the Corporation.

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APPENDIX B

McM CORPORATION
SERIES B PIK PREFERRED STOCK
RIGHTS, PREFERENCES, LIMITATIONS AND CHARACTERISTICS

1. Designation and Amount. The shares of this series shall be
designated as "Series B PIK Preferred Stock, $1,000 par value per share:
(hereinafter called this "Series"). Each share of this Series shall be
identical in all respects with the other shares of this Series.

The number of shares in this Series shall initially be 50,000, which
number may from time to time be increased or decreased (but not below the
number then outstanding) by the Board of Directors of the Corporation. Shares
of this Series purchased or otherwise acquired by the Corporation shall be
canceled and shall thereupon be restored to the status of authorized but
unissued shares.

2. Dividends. The Corporation shall pay and the holders of
shares of this Series shall receive dividends at a rate of 12.0% per annum,
payable quarterly in arrears to such holders on January 7, April 7, July 7 and
October 7. The dividends shall be cumulative from the date of issuance and
shall be paid in kind (PIK) with additional fully paid and nonassessable shares
of Series B PIK Preferred Stock having an aggregate liquidation preference
equal to the amount of such dividends. However, notwithstanding anything else
provided herein, the Board of Directors of the Corporation may, at its option,
pay any dividend in cash. All dividends paid with respect to shares of Series B
PIK Preferred Stock shall be paid pro rata to the holders entitled thereto.

3. Liquidation Preference. Upon the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of
shares of this Series shall be entitled to receive out of the net assets of the
Corporation, before any payment or distribution shall be made or set apart for
payment on the Common Stock or any other class or series of stock of the
Corporation other than Series A Preferred Stock, but after any payment due and
payable to holders of Series A Preferred Stock, the amount of $1,000 per share
of this Series B. After the payment to the holders of the shares of this Series
B of $1,000 per share, the holders of share of this Series, as such, shall have
no right or claim to any of the remaining net assets of the Corporation.
Neither the sale, lease or conveyance of all or substantially all of the
property or business of the Corporation, nor the merger or consolidation of the
Corporation into or with any other corporation or the merger or consolidation
of any other corporation into or with the Corporation, shall be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary, for purposes
of this paragraph.

4. Mandatory Redemption. Subject to the North Carolina Business
Corporation Act and required regulatory approvals, effective on the date that
is seven years from the date of issuance, outstanding shares of this Series B
shall be redeemed by the Corporation in cash for $1,000 per share plus an
amount equal to all accumulated and unpaid dividends per share payable by the
Corporation by official bank or certified check or wire transfer of immediately
available funds.

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6. Voting Rights. The holders of shares of this Series shall not
have the right to vote on any matter except as provided to the contrary by the
North Carolina Business Corporation Act.

7. Rank. The shares of this Series shall rank, as to
distribution of assets upon liquidation, dissolution or winding up, senior to
any other class or series of preferred stock of the Corporation except Series A
Preferred Stock.