Exhibit 3.6


                             AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION

                                      OF

                                   [Company]


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

                  SECOND: The address of the registered office of the
         Corporation is 1675 Broadway, Denver, Colorado 80202. The name of the
         registered agent at that address is The Corporation Company.

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

                  FOURTH: 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).