Exhibit 3.11


                     ARTICLES OF AMENDMENT AND RESTATEMENT

                                      OF

                                   [Company]



                  FIRST: The name of the corporation is [Company], hereinafter
         (the "Corporation").

                  SECOND: The purpose of the corporation is to engage in any
         lawful act or activity for which a corporation may be organized under
         the provisions of the Maryland General Corporation Law including, but
         not limited to, the acting as an insurance agent and the providing of
         insurance services, exclusive of the underwriting of insurance
         policies.

                  THIRD: The address of the principal office of the
         Corporation in Maryland is 110 SE 6th Street, Ft. Lauderdale, Florida
         33301.

                  FOURTH: The name and address of the resident agent of the
         Corporation is 300 East Lombard Street, Baltimore, Maryland 21202.
         The name of the resident agent at that address is The Corporation
         Trust Incorporated.

                  FIFTH: The total number of shares of stock which the
         Corporation shall have authority to issue is One Thousand (1000)
         shares of Common Stock, each having a par value of one cent ($0.01)
         per share.

                  SIXTH: The number of directors of the corporation shall be
         two, which number may be increased or decreased pursuant to the
         bylaws of the Corporation, and so long as there are less than three
         (3) stockholders, the number of directors may be less than three (3)
         but not less than the number of stockholders, and the names of the
         directors who shall act until their successors are duly chosen and
         qualified are Jonathan P. Ferrando and Michael E. Maroone.