AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SUPERIOR NATIONAL INSURANCE GROUP, INC.
Superior National Insurance Group, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"General Corporation Law"),
DOES HEREBY CERTIFY THAT:
FIRST: The name of the corporation is Superior National Insurance Group,
Inc. (the "Corporation"), and that the corporation was incorporated on
December 3, 1996 pursuant to the General Corporation Law.
SECOND: This Amended and Restated Certificate of Incorporation was duly
adopted by the Board of Directors at a meeting held on July 16, 1998 and was
duly adopted by the stockholders of the Corporation at a stockholders meeting
held on November 3, 1998 in accordance with the provisions of Sections 242 and
245 of the General Corporation Law.
THIRD: The Certificate of Incorporation of the Corporation is hereby
amended and restated in its entirety as follows:
I, the undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
execute this Certificate of Incorporation and do hereby certify as follows:
FIRST. The name of the corporation is Superior National Insurance Group,
Inc. (the "Corporation").
SECOND. The address of the Corporation's registered office in the State of
Delaware is One Rodney Square, 10th Floor, Tenth and King Streets, in the City
of Wilmington, County of New Castle, 19801. The name of its registered agent at
such address is RL&F Service Corp.
THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH. The total number of shares of stock which the Corporation shall
have authority to issue is forty million (40,000,000.00). All such shares are
to be common stock, par value of $.01 per share (the "Common Stock"), and are to
be of one class.
FIFTH. (a) Each holder of the Corporation's 14.5% Senior Subordinated
Voting Notes due April 1, 2002 (the "Special Voting Notes") issued pursuant
to the Note Purchase Agreement dated March 31, 1992 (the "Note Purchase
Agreement") shall be entitled to vote only for the election or removal of
directors to (or from) the board of directors of the Corporation (the
"Board"), and shall have that number of votes arrived at by the following
calculations: (i) dividing the principal amount of the Special Voting Note
held by a particular holder by the total principal amount of all outstanding
Special Voting Notes; and (ii) multiplying the result of (i) by the total
number of shares of this Corporation's Common Stock issuable upon exercise of
all the warrants issued pursuant to the Note Purchase Agreement and
outstanding on the record date for any vote of this Corporation's
shareholders for the election or removal of directors. To the extent of this
limited right to vote granted to holders of the Special Voting Notes, the
holders of the Common Stock and of the Special Voting Notes shall vote
together and not as separate classes.
(b) The terms of paragraph (a) of article FIFTH may not be amended without
the approval of the holders of the Special Voting Notes then outstanding, voting
as a separate class.
(c) The Board of Directors shall consist of eleven (11) members unless
changed by an amendment to the Certificate of Incorporation. Any change in the
authorized number of directors or the provisions regarding the election of
directors shall require the affirmative vote of the majority of the outstanding
Special Voting Notes, voting as a separate class.
SIXTH. The holders of the Special Voting Notes and the Common Stock,
voting together as a single class, shall be entitled at all elections of
directors to as many votes as shall equal the number of votes which (except for
this provision as to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected, and such holder may cast all of such votes
for a single director or may distribute them among the number to be voted for,
or for any two or more of them as he or she may see fit. The holders of the
Common Stock shall be entitled to one vote for each share upon all other
matters.
SEVENTH. The incorporator of the Corporation is C. Stephen Bigler, P.O.
Box 551, Wilmington, DE 19899.
EIGHTH. Unless and except to the extent that the by-laws of the
Corporation shall so require, the election of directors of the Corporation need
not be by written ballot.
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NINTH. In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board is expressly authorized to make, alter
and repeal the by-laws of the Corporation, subject to the power of the
stockholders of the Corporation to alter or repeal any by-law whether adopted by
them or otherwise.
TENTH. A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Any
amendment, modification or repeal of the foregoing sentence shall not adversely
affect any right or protection of a director of the Corporation hereunder in
respect of any act or omission occurring prior to the time of such amendment,
modification or repeal.
ELEVENTH. The Corporation reserves the right at any time, and from time to
time, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed by law; and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
article.
IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
has been signed by the Executive Vice President and Secretary of the Corporation
this 7th day of December, 1998.
SUPERIOR NATIONAL INSURANCE
GROUP, INC.,
a Delaware corporation
/s/ J. CHRIS SEAMAN
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Name: J. Chris Seaman
Title: Executive Vice President
ATTEST:
/s/ ROBERT E. NAGLE
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Name: Robert E. Nagle
Title: Secretary
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