Certificate of Incorporation

THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
FRANKLIN HOLDING COMPANY, INC.


1 NAME. The name of the corporation is:


Franklin Holding Company, Inc.


2 REGISTERED ADDRESS. 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 PURPOSE. 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 AUTHORIZED CAPITAL. The total number of shares of stock which the corporation shall have authority to issue is One Million Thirty Six Thousand Four Hundred Fifty (1,036,450) shares: consisting of Two Hundred Ten (210,000) shares of Class A Voting Common Stock having a par value of Ten Cents ($.10) per share amounting, in the aggregate, to Twenty-One Thousand Dollars ($21,000); Eight Hundred Thousand (800,000) shares of Class B Non-Voting Common Stock having a par value of Ten Cents ($.10) per share amounting, in the aggregate, to Eighty Thousand Dollars ($80,000); and Twenty Six Thousand Four Hundred Fifty (26,450) shares of preferred stock (hereinafter referred to as


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"Preferred Stock") having a par value of One Hundred Dollars ($100.00) per share amounting, in the aggregate, to Two Million Six Hundred Forty Five Thousand Dollars ($2,645,000), divided into Ten Thousand (10,000) shares of Series A Convertible Redeemable Preferred Stock (hereinafter referred to as "Series A Preferred Stock") and Sixteen Thousand Four Hundred Fifty (16,450) shares of Series B Cumulative Redeemable Preferred Stock (hereinafter referred to as "Series B Preferred Stock"). All series of Preferred Stock shall constitute one class of Preferred Stock. All shares of Preferred Stock originally issued prior to December 1, 1997 without denomination shall hereby be denominated Series A Preferred Stock. The term "Common Stock" refers collectively to the Class A Voting Common Stock and the Class B Non-Voting Common Stock.


5 COMMON STOCK.


5.1 Voting. The shares of each class of Common Stock shall be identical with each other in every respect except that the shares of Class A Voting Common Stock shall entitle the holders thereof to one (1) vote for each share upon all matters upon which stockholders have the right to vote; and the shares of Class B Non-Voting Common Stock shall be non-voting stock. The holders of voting Class A Voting Common Stock shall not be permitted to cumulate their votes for the election of directors.


5.2 Dividends. Prior to the occurrence of a Conversion Event (as defined in Paragraph 7.4.3) and for so long as any shares of Series B Preferred Stock are issued and outstanding, the dividend paid on the Common Stock or any class of Common Stock shall not exceed $0.50 per share per annum. Moreover, no dividend shall be paid on the Common Stock or any class of Common Stock prior to January 1, 2000. Payment of dividends on the Common Stock or any class of the Common Stock shall also be subject to Paragraph 7.1.3 and Paragraph 8.1.4.


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6 PREFERRED STOCK. The express terms and provisions applicable to all series of Preferred Stock, subject to the additional terms and provisions contained in Paragraph 7 hereof applicable to shares designated as Series A Preferred Stock, and the additional terms and provisions contained in Paragraph 8 hereof applicable to shares designated as Series B Preferred Stock, are as follows:


6.1 Rank. The Preferred Stock shall, with respect to dividend rights and rights on liquidation, dissolution and winding up, rank (a) prior to all series or classes of Common Stock of the corporation, (b) on the same level as any Parity Stock, and (c) prior to any other series or class of the corporation's stock. All equity securities of the corporation (i) which rank below the Preferred Stock are collectively referred to herein as "Junior Stock," and those (ii) which would rank on a parity with the Preferred Stock are collectively referred to herein as "Parity Stock," and those (iii) which would rank senior to the Preferred Stock are collectively referred to herein as "Senior Stock." For so long as any shares of Preferred Stock remain issued and outstanding, no class of Senior Stock may be authorized or issued by the corporation, nor may the Certificate of Incorporation be amended so as to eliminate or modify this prohibition. Moreover, for so long as any shares of Preferred Stock remain issued and outstanding, no class or series of Parity Stock may be authorized or issued by the corporation, except by an amendment to the Articles of Incorporation adopted in the manner specified in Paragraph 6.2.2 hereof.


6.2 Voting.


6.2.1 The holders of record of shares of Preferred Stock shall not be entitled to any voting rights, except as required by applicable law or as hereinafter provided in Paragraph 6.2.2.


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6.2.2 Without the affirmative vote or consent of the holders of a majority of the outstanding shares of Preferred Stock voting as a separate class without regard to series, and of the holders of a majority of the outstanding shares of the Class A Voting Common Stock; the corporation will not amend, alter or repeal the corporation's Certificate of Incorporation to materially adversely affect the powers, rights or preferences of the Preferred Stock as set forth herein or to approve any class or series of Parity Stock. Nothing in this Paragraph 6.2.2 shall restrict the corporation from creating, or require the consent of holders of Preferred Stock to the creation and issuance of, any other capital stock of the corporation ranking junior to the Preferred Stock, and any such increase, creation or issuance shall not be deemed to materially and adversely affect the powers, rights and preferences of the Preferred Stock.


6.3 Non-assessable Status of Preferred Stock. All the shares of Preferred Stock for which the full consideration determined by the corporation's Board of Directors (which shall be not less than the par value of such shares) has been paid or delivered, in cash or property in accordance with the resolutions of the corporation's Board of Directors authorizing the issuance of such shares, shall be deemed fully paid stock and the holders of such shares shall not be liable for any further call or assessment or any other payment thereon.


6.4 Liquidation Rights. If the corporation is voluntarily or involuntarily dissolved, liquidated or its affairs wound up, after payment or provision for payment of the debts and other liabilities of the corporation, the holders of the Preferred Stock then outstanding shall be entitled to receive, out of the net assets of the corporation, an amount (the "Liquidation Preference Value") equal to the Series A Redemption Price (as hereafter defined) and the Series B Redemption Price (as hereafter defined), as applicable, payable pro rata, before any payment is made or


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any assets of the corporation distributed or paid over to the holders of any Junior Stock. The holders of Preferred Stock shall not be entitled to receive any further amounts in respect of any dissolution, liquidation, or winding up of the affairs of the corporation, or any other distribution of assets, after payment in full of the Liquidation Preference Value therefor.


7 SERIES A PREFERRED STOCK. The following are additional terms and provisions applicable to shares designated as Series A Preferred Stock.


7.1 Dividends.


7.1.1 From and after January 1, 2000 until the date on which Mercer Mutual Insurance Company, or its assignee, purchases from the holders thereof 5,000 shares of the issued and outstanding shares of Series A Preferred Stock (the "Purchase Date"), the holders of Series A Preferred Stock shall be entitled to receive dividends, when, as and if declared by the corporation's Board of Directors, out of funds legally available for the payment of dividends, at the rate of $5.00 per share per annum. Such entitlement to receive dividends shall not be cumulative. After the Purchase Date, the holders of Series A Preferred Stock shall not be entitled to receive dividends, but the Board of Directors may declare dividends on the Series A Preferred Stock in its sole and absolute discretion. However, if and whenever, a cash dividend is paid on the Series B Preferred Stock, then a cash dividend must be declared and paid on the Series A Preferred Stock on a pari passu basis. Payment of a dividend on the Series A Preferred Stock shall not be compulsory in the event that a dividend is declared on the Series B Preferred Stock and is paid by the issuance of additional shares of Series B Preferred Stock.


7.1.2 Notwithstanding anything contained herein to the contrary, the Board of Directors shall not declare or pay any cash dividends on shares of


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Series A Preferred Stock if any agreement, instrument or debenture relating to indebtedness of the corporation prohibits such declaration or payment or provides that such declaration or payment would constitute a breach thereof or a default thereunder, provided, however, that nothing herein contained shall in any way or under any circumstances be construed or deemed to require the Board of Directors to declare, or the corporation to pay, any dividends on shares of the Series A Preferred Stock at any time, whether permitted by any of such agreements or not.


7.1.3 Holders of shares of the Series A Preferred Stock shall be entitled to receive the dividends provided for in Paragraph 7.1.1 hereof in preference to and in priority over the payment of any dividends upon any of the Junior Stock. Holders of shares of Series A Preferred Stock shall at no time have any other right to further dividends of any kind.


7.1.4 The corporation shall not (A) declare, pay or set apart for payment any dividend on any Junior Stock or make any payment on account of, or set apart for payment, money for a sinking or other similar fund, for the purchase, redemption or other retirement of any Junior Stock or any warrants, rights, calls or options exercisable for or convertible into Junior Stock, or (B) make any distribution in respect of any Junior Stock, either directly or indirectly, other than distributions or dividends in Junior Stock to the holders of Junior Stock, respectively, or (C) permit any corporation in which the corporation owns directly or indirectly a majority of the outstanding shares of capital stock, to purchase or redeem any Junior Stock or any warrant, rights, calls or options exercisable for or convertible into Junior Stock, unless in each such case the corporation has paid the dividend provided for in Paragraph 7.1.1 for such year.


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7.2 Voluntary Redemption.


7.2.1 The Series A Preferred Stock may be redeemed by the corporation, to the extent funds are legally available therefor, for cash on the first business day following April 1 of any year subsequent to the year 2004 (any such date being hereinafter referred to as a "Series A Redemption Date"), either as a series or ratably from time to time, upon notice as hereinafter provided, at a price per share calculated in accordance with Paragraph 7.2.2, .


7.2.2 The Series A Redemption Price shall be an amount equal to the sum of: (i) the par value of a share of Series A Preferred Stock, (ii) interest at the rate of 2% per annum compounded annually from the Purchase Date to and including the Series A Redemption Date, and (iii) the amount, if any, of declared and unpaid dividends per share on the shares of Series A Preferred Stock to be redeemed (such aggregate amount per share being hereinafter referred to as the "Series A Redemption Price").


7.2.3 If less than all outstanding shares of Series A Preferred Stock are to be redeemed, the shares to be redeemed shall be redeemed ratably in integral multiples of 100 shares.


7.2.4 Notice of redemption of the Series A Preferred Stock shall be given by first class mail, postage prepaid, mailed not less than 30 days prior to a Series A Redemption Date, to each holder of record of shares to be redeemed at such holder's address as the same appears on the stock register of the corporation. Each such notice shall state: (i) the applicable Series A Redemption Date; (ii) the number of shares of Series A Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed from such holder, the number of shares to be redeemed from such holder; (iii) the Series A Redemption Price; and


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(iv) the place or places where certificates for such shares are to be surrendered for payment of the Series A Redemption Price.


7.2.5 Notice having been mailed as aforesaid, from and after the Series A Redemption Date (unless corporation shall default in making payment of the Series A Redemption Price of the Series A Preferred Stock called for red ...