Exhibit 3.

# CERTIFICATE OF
INCORPORATION OFTHE NATIONAL SECURITY GROUP, INC.

FIRST:The name of the corporation (which is hereinafter referred to as the
"Corporation") is: The National Security Group, Inc.

SECOND:
The address of the Corporations registered office in the State of Delaware is 1209
Orange Street in the City of Wilmington, County of New Castle. The name of the
Corporations registered agent at such address is The Corporation Trust Company. The
location and principal office of the Corporation shall be Elba, Alabama.

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.
The Corporation shall have and may exercise any and all powers which a corporation
incorporated under the General Corporation Law of the State of Delaware may have and
exercise.

FOURTH:The total number shares of all classes of stock which the Corporation shall have
authority to issue is 12 million five hundred thousand (12,500,000), of which five hundred
thousand (500,000) shares are to be preferred stock (hereinfafter called the
Preferred Stock), of the par value of $1.00 each, ten million (10,000,000)
shares are to be common stock, of the par value of $1.00 (hereinafter called the
Corporation Common Stock and two million (2,000,000) shares are to be Class A
Common Stock (herinafter called the Class A Common Stock), of the par value of
$1.00 each. (The Corporation Common Stock and Class A Common Stock are sometimes
hereinafter collectively called Common Stock).

(A)    
          (1) The Preferred Stock may be issued in such one or more series as shall
          from time to time be created and authorized to be issued by the Board of
          Directors as hereinafter provided.

(2)    
          The Board of Directors is hereby expressly authorized, by resolution or
          resolutions from time to time adopted providing for the issuance of Preferred
          Stock, to fix and state, to the extent not fixed by the provisions hereinafter
          set forth, the designations, powers, preferences and relative, participating,
          optional and other special rights of the shares of each series of Preferred
          Stock, and the qualifications, limitations and restrictions thereof, including
          (but without limiting the generality of the foregoing) any of the following with
          respect to which the Board of Directors shall determine to make affirmative
          provisions:

| | (a)                     the
distinctive name and serial designation;
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| | (b)                     the
annual dividend rate or rates and the dividend payment dates;
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| | (c)                     whether
dividends are to be cumulative or non cumulative and the participating           or other
special rights, if any, with respect to the payment of dividends;
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| | (d)                     whether
any series shall be subject to redemption and, if so, the manner of           redemption
and the redemption price or prices;
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| | (e)                     the
amount or amount of preferential or other payments to which any series is
          entitled over any other series or over the Common Stock on voluntary
          liquidation, dissolution or winding up of the Corporation;
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| | (f)                     any
sinking fund or other retirement provisions and the extent to which the           charges
therefore are to have priority over the payment of dividends on or the           making
of sinking fund or other like retirement provisions for shares of any           other
series or over dividends on the Common Stock;
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| | (g)                     any
conversion, exchange, purchase or other privileges to acquire shares of any
          other series or of the Common Stock;
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| | (h)                     the
number of shares of such series; and
| | ----------------------------------------------------------------

| | (i)                     the
voting rights, if any, of such series
| | -----------------------------------------------------------------

(3)    
          Each share of each series of Preferred Stock shall have the same relative rights
          and be identical in all respects with all the other shares of the same series.

(4)    
          Before the Corporation shall issue any shares of Preferred Stock of any series
          authorized as hereinbefore provided, a certificate setting forth a copy of the
          resolution or resolutions with respect to such series adopted by the Board of
          Directors of the Corporation pursuant to the foregoing authority vested in the
          Board of Directors shall be made, filed and recorded in accordance with the then
          applicable requirements, if any, of the laws of the State of Delaware, or, if no
          certificate is then so required, such certificate shall be signed and
          acknowledged on behalf of the Corporation by its Chairman of the Board of
          Directors, President or a Vice-President and its corporate seal shall be affixed
          thereto and attested by its Secretary or an Assistant Secretary and such
          certificate shall be filed and kept on file at the principal office of the
          Corporation, the registered office in the State of Delaware and in such other
          places as the Board of Directors shall designate.

(5)    
          Shares of any series of Preferred Stock which shall be issued and thereafter
          acquired by the Corporation through purchase, redemption, conversion or
          otherwise may, by resolution or resolutions of the Board of Directors, be
          returned to the status of authorized but unissued Preferred Stock of the same
          series. Unless otherwise provided in the resolution or resolutions of the Board
          of Directors providing for the issue thereof, the number of authorized shares of
          Preferred Stock of any such series may be increased or decreased (but not below
          the number of shares thereof then outstanding) by resolution or resolutions of
          the Board of Directors and the filing of a certificate complying with the
          foregoing requirements. In case the number of shares of any such series of
          Preferred Stock shall be decreased, the shares representing such decrease shall,
          unless otherwise provided in the resolution or resolutions of the Board of
          Directors providing for the issuance thereof, resume the status of authorized
          but unissued Preferred Stock, undesignated as to series.

(B)    
          No holder of any of the shares of the Common Stock or Preferred Stock, or any
          series thereof, of the Corporation shall be entitled as of right to purchase or
          subscribe for any unissued shares of any such stock or series or of any
          additional shares of any class of stock or series to be issued by reason of any
          increase in the authorized capital stock of the Corporation of any class, or
          bonds, certificates of indebtedness, debentures or other securities convertible
          into stock of any class or series of the Corporation, or carrying any rights to
          purchase stock of any class or series, but any such unissued or such additional
          authorized issue of any stock of any class or series or other securities
          convertible into any stock of any class or series or carrying any right to
          purchase any stock of any class or series, may be issued and disposed of
          pursuant to resolution of the Board of Directors of the Corporation to such
          persons, firms, corporations or associations, upon such terms, as may be deemed
          advisable by the Board of Directors of the Corporation in the exercise of its
          discretion. The Corporation may from time to time issue its shares of stock of
          any class or series for such consideration as may be fixed from time to time by
          the Board of Directors and may receive in payment thereof, in whole or in part,
          cash, labor done, personal property or real property, whether tangible or
          intangible, or interests therein or leases thereof. In the absence of actual
          fraud in the transactions, the judgment of the Board of Directors as to the
          value of such labor, personal property, real property or interests therein or
          leases thereof shall be conclusive. Any and all shares so issued for which the
          consideration so fixed shall have been paid or delivered shall be deemed fully
          paid stock and shall not be liable to any further call or assessment thereon,
          and the holders of such shares shall not be liable for any further payment in
          respect thereof.

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The
authority of the Board of Directors to provide for the issuance of shares of the Common
Stock, and one or more series of the Preferred Stock, shall include, but shall not be
limited to, authority to issue shares of the Common Stock and shares of any series of the
Preferred Stock in any manner (including issuance pursuant to right, warrants or other
options) and for any purpose permitted by law, including for delivery as all or part of
the consideration for or in connection with the acquisition of all or part of the stock of
another corporation or of all or part of the assets of another corporation or enterprise,
irrespective of the amount by which the issuance of such stock shall increase the number
of shares outstanding (but not in excess of the number of shares authorized), and adoption
of this provision as part of this Certificate of Incorporation by the holders of the stock
of the Corporation shall be deemed for all purposes in respect to each such acquisition to
constitute advance approval by the holders of the stock of the Corporation of the issuance
of such stock for such purpose or purposes.

(C)    
          The Following powers, preferences and relative, participating, optional or other
          special rights, and qualifications, limitations or restrictions thereof, of the
          stock of the Corporation are fixed as follows:

(1)       
          Dividends. Subject to paragraph (C)(2) hereof, whenever a dividend,
          payable in cash or property other than securities of the Corporation, is
          declared and paid to the holders of Corporation Common Stock, the Corporation
          also shall pay to the holders of Class A Common Stock dividend per share equal
          to the per share dividend paid to the holders of Corporation Common Stock.
          Dividends of the type described in this paragraph (C)(1) hereof shall be payable
          only out of earnings or assets of the Corporation legally available for the
          payments of such dividends and only as and when declared by the Board of
          Directors of the Corporation.

(2)       
          Securities Distributions. If at any time a distribution is to be paid in
          Corporation Common Stock, Class A Common Stock or any other securities of the
          Corporation, which distribution does not result in the payment to the
          Corporation of any new consideration (hereinafter sometimes referred to as a
          Share Distribution or as Share Distributions), such
          Share Distribution may be declared and paid only as follows:

(a)    
          So long as no shares of Class A Common Stock have been issued and are
          outstanding, a Share Distribution consisting of Class A Common Stock may be
          declared and paid to the holders of Corporation Common Stock.

(b)    
          At Such time as shares of Class A Common Stock have been issued and are
          outstanding, the following Share Distribution may be declared and paid:

(i)    
          A Share Distribution consisting of Class A Common Stock may be

| | declared
and paid to the holders of Class A Common Stock only or to holders of Class A Common Stock
and Corporation Common Stock.
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(ii)    
          A Share Distribution consisting of Corporation Common Stock may be declared

| | and
paid but only if such Share Distribution is paid on a pro rata basis equally to the
holders of both Corporation Common Stock and Class A Common Stock.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------

(iii)    
          A Share Distribution consisting of any other class of securities of the

| | Corporation,
other than Common Stock, may be declared and paid to the holders of such class of
securities only or to the holders of such class of securities, the holders of Corporation
Common Stock and the holders of Class A Common Stock.
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(3)    
          Voting. (a) The holders of Corporation Common Stock shall have exclusive
          voting power at any time when no shares of Class A Common Stock are issued and
          outstanding. Otherwise, the holders of Class A Common Stock and Corporation
          Common Stock shall, in all matters, vote together as a single class, except as
          may otherwise be required by law; provided, that the holders of Class A Common
          Stock shall be entitled to one-twentieth of one (1/20 of 1) vote per share and
          the holders of Corporation Common Stock shall be entitled to one (1) vote per
          share.

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b.    
          Except as expressly set forth in the resolution or resolutions of the Board of
          Directors creating any series of the Preferred Stock, the holders of any series
          of the Preferred Stock entitled to vote shall vote, in accordance with the vote
          per share granted such holders by resolution or resolutions of the Board of
          Directors creating such series on all matters as a single class, together with
          the holders of the Common Stock.

(4)    
          In the event of any liquidation, dissolution, or winding up of the Corporation
          or upon the distribution of the assets of the Corporation remaining, after the
          payment to the holders of the Preferred Stock of the full preferential amounts
          to which they may be entitled as provided in the resolution or resolutions
          creating any series hereof, the Common Stock ratably, except as may otherwise be
          provided in any such resolution or resolutions. Neither the merger or
          consolidation of the Corporation with another corporation nor the sale or lease
          of all or substantially all the assets of the Corporation shall be deemed to be
          a liquidation, dissolution, or winding up of the Corporation or a distribution
          of its assets.

FIFTH:
Unless and except to the extent that by the By-Laws of the Corporation shall so require,
the election of directors of the Corporation need not be by written ballot.

SIXTH:
The Board of Directors is expressly authorized and empowered 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-Laws made by the Board of Directors.

SEVENTH:
Any director or any officer of the Corporation elected or appointed by the stockholders of
the Corporation or by its Board of Directors may be removed at any time in such manner as
shall be provided in the By-Laws of the Corporation.

EIGHTH:
The Corporation shall, to the full extent permitted by Section 145 of the Delaware General
Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify
pursuant thereto.

NINTH:
Except as otherwise provided in Article TENTH and FIFTEENTH, the Corporation reserves the
right at any time 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 and not inconsistent with the
provisions in the Certificate of Incorporation or in the By-Laws may be added or inserted
in the manner now or hereafter prescribed by law. All rights, preferences, privileges of
whatsoever nature conferred upon stockholders, directors or any other persons whosoever by
and pursuant to this Certificate of Incorporation in its present form or as hereafter
amended are granted subject to the rights reserved in the Article.

TENTH:
Certain provisions respecting business combinations:

(A.)    
          Definitions. For the purpose of the Article TENTH:

(1)    
          An Affiliate of, or a person Affiliated with, a
          specified person, is a person that directly, or indirectly through one or more
          intermediaries, controls, or is controlled by, or is under common control with,
          the person specified.

(2)    
          Announcement Date means, with respect to any Business Combination,
          the date of the first pubic announcement of such Business Combinations.

(3)    
          Associate, when used to indicate a relationship with any person,
          means (a) any corporation or organization (other than the Corporation of a
          Subsidiary) of which such person is an officer or partner or is, directly or
          indirectly, the beneficial owner of ten (10) percent or more of any class of
          equity securities; (b) any trust or other estate in which such person has a
          substantial beneficial interest or as to which such person serves as a trustee
          or in a similar fiduciary capacity, other than any profit-sharing, employee
          stock ownership plan or other employee benefit plan of the Corporation or any
          wholly owned Subsidiary or any person organized, appointed or established by the
          Corporation or any wholly owned Subsidiary for or pursuant to the terms of any
          such plan, or (c) any relative or spouse of such person, or any relative of such
          spouse, who has the same home as such person.

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(4)    
          A person shall be beneficial owner of any Voting Stock:

(a)    
          which such person or any of its Affiliates or Associates beneficially owns,
          directly or indirectly;

(b)    
          which such person or any of it Affiliates or Associates has (i) the right to
          acquire (whether such right is exercisable immediately or only after the passage
          of time) pursuant to any agreement, arrangement or understanding or upon the
          exercise of conversion rights, exchange rights, warrants or options, or
          otherwise, or (ii) the right to vote or direct the vote pursuant to any
          agreement, arrangement or understanding; or

(c)    
          which is beneficially owned, directly or indirectly, by any other person with
          which such person or any of its Affiliates or Associates has any agreement,
          arrangement or understanding for the purpose of acquiring, holding, voting or
          disposing of any shares of capital stock of the Corporation; provided, however,
          that no director or officer of the Corporation (nor any Affiliate or Associate
          of such director or officer) shall, solely by reason of any or all of such
          directors or officers acting in their capacities as such, be deemed the
          beneficial owner of any shares of Voting Stock that are beneficially
          owned by any other such director or officer.

(5)    
          For the purpose of determining whether a person is an Interested Stockholder
          pursuant to paragraph (A)(12) of this Article TENTH the number of shares of
          Voting Stock deemed to be outstanding shall include shares of Voting Stock
          deemed owned by the Interested Stockholder through application of paragraph
          (A)(4) of this Article TENTH but shall not include any other shares of Voting
          Stock which may be issuable pursuant to any agreement, or upon exercise of
          conversion rights, warrants or options, or otherwise.

(6)    
          Board means the Board of Directors of the Corporation.

(7)    
          A Business Combination shall mean any one or more of the following:

(a)    
          any merger or consolidation of the Corporation or of any Subsidiary with or into
          (i) any Interested Stockholder or (ii) any other corporation (whether or not
          itself of Interested Stockholder) which is, or after such merger or
          consolidation would be, an Affiliate of an Interested Stockholder;

(b)    
          Any sale, lease, exchange, mortgage, pledge, transfer or other disposition ( in
          one transaction or a series of transactions) to or with any Interested
          Stockholder or any Affiliate of any Interested Stockholder of any assets of the
          Corporation or any Subsidiary having an aggregate Fair Market Value of $250,000
          or more;

(c)    
          The issuance, pledge, transfer or other disposition by the Corporation or any
          Subsidiary (in one transaction or a series of transactions) of any securities of
          the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate
          of any Interested Stockholder in exchange for cash, securities or other property
          (or a combination thereof having an aggregate Fair Market Value of $250,000 or
          more;

(d)    
          The adoption of any plan or proposal for the liquidation or dissolution of the
          Corporation proposed by or on behalf of an Interested Stockholder or an
          Affiliate of any Interested Stockholder;

(e)    
          Any reclassification of securities (including any reverse stock split), or
          recapitalization of the Corporation, or any merger or consolidation of the
          Corporation with any of its Subsidiaries or any similar transaction (whether or
          not with or into or otherwise involving an Interested Stockholder) which has the
          effect, directly or indirectly, of increasing the proportionate share of the
          outstanding shares of any class of equity securities, or securities convertible
          into equity securities of the Corporation or any Subsidiary, including without
          limitation, any class or series of Protected Stock, which is directly or
          indirectly owned by any Interested Stockholder or any Affiliate of any
          Interested Stockholder; or

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| | (f) | Any agreement, contract or other arrangement providing for any one or more of
          the actions specified in the foregoing clauses (a) through (e).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | Consummation Date means, with respect to any Business Combination,
          the date on which such Business Combination is effected.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------

| | (9) | Determination Date means, with respect to any Interested
          Stockholder, the date on which such Interested Stockholder first became an
          Interested Stockholder.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (10) | Disinterested Director means any member of the Board who is not an
          Affiliate,
| | ---- | -----------------------------------------------------------------------------------------

nominee or representative of the
Interested Stockholder and was a member of the Board prior to the time that the Interested
Stockholder became an Interested Stockholder, and any successor of a Disinterested
Director who is a member of the Board and who is not an Affiliate, nominee or
representative of the Interested Stockholder and was recommended or elected to succeed a
Disinterested Director by a majority of Disinterested Directors on the Board at the time
of such recommendation or election; provided, however, that a person shall be deemed a
Disinterested Director notwithstanding the fact that such person was nominated to serve in
such capacity by the Board or any committee thereof at a time when the Interested
Stockholder was serving as a director of the Corporation and voted, along with a majority
of the Disinterested Directors on the Board at the time of such nomination, in favor of
such nomination.

(11)    
          Fair Market Value means (a) in the case of stock, the highest
          closing sale price during the thirty day period immediately preceding the date
          in question of a share of such stock on the Composite Tape for new York Stock
          Exchange, Inc. Listed Stocks, or, if such stock is not quoted on the Composite
          Tape, on the New York Stock Exchange, Inc.; or, if such stock is not listed on
          the New York Stock Exchange, Inc,; on the principal United States securities
          exchange registered under the Securities Exchange Act of 1934 on which such
          stock is listed, or , if such stock is not listed on any such exchange the
          highest closing bid quotation with respect to a share of such stock during the
          thirty day period preceding the date in question as reported by the National
          Association of Securities Dealers, Inc. Automated Quotation System or any system
          then in use, or if no such quotation is available, the fair market value on the
          date in question of a share of such stock as determined in good faith by a
          majority of the Disinterested Directors; and (b) in the case of property other
          than cash or stock, the fair market value of such property on the date in
          question as determined in good faith by a majority of the Disinterested
          Directors.

(12)    
          Interested Stockholder shall mean, in respect of any Business
          Combination, any person (other than the Corporation or any wholly owned
          Subsidiary and other than any profit-sharing, employee stock ownership or other
          employee benefit plan of the Corporation or any wholly owned Subsidiary or any
          person organized, appointed or established by the Corporation or any
          wholly-owned Subsidiary for or pursuant to the terms of any such plan) who or
          which, as of the Announcement Date of such Business Combination, or on the day
          immediately prior to the consummation of any such Business Combination:

| | (a) | is the beneficial owner, directly or indirectly, of Voting Stock entitled to
                    cast fifteen percent or more of the total number of votes entitled to be cast in
                    respect of all the outstanding shares of Voting Stock in any vote of
                    stockholders which may be taken pursuant to this Article TENTH; or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | is an Affiliate of the Corporation and at any time within two years prior
                    thereto was the beneficial owner, directly or indirectly, of Voting Stock then
                    entitled to cast fifteen percent or more of the total number of votes entitled
                    to be cast in respect of all the outstanding shares of Voting Stock in any vote
                    of stockholders which may be taken pursuant to this Article TENTH; or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (c) | is an assignee of or has otherwise succeeded to any shares of Voting Stock of
                    the Corporation which were at any time within the two year period immediately
                    prior to the date in question beneficially owned by an Interested Stockholder,
                    if such assignment or succession shall have occurred in the course of a
                    transaction or series of transactions not involving a public offering within the
                    meaning of the Securities Act of 1933; provided, however, there shall be
                    disregarded in determining whether a person is an Interested Stockholder in
                    respect of any Business Combination the beneficial ownership, both direct and
                    indirect, of the voting power of the Voting Stock owned beneficially by such
                    person or an ancestor of such person immediately after consummation of that plan
                    of exchange whereby the Corporation initially becomes the holding company for
                    national Security Insurance Company ( the Consummation), which for
                    purposes of this paragraph (12) shall include any beneficial ownership of Voting
                    Stock resulting from stock splits (including reverse stock splits), stock
                    dividends or recapitalization of such Voting Stock occurring subsequent to the
                    Consummation unless such person has acquired subsequent to the Consummation,
                    other than by gift, devise, bequest or intestate succession, beneficial
                    ownership, either direct or indirect, of one percent (1%) or more of the voting
                    power of the outstanding Voting Stock in addition to the Voting Stock
                    beneficially owned by such person or such persons ancestor on the
                    Consummation.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (13) | A person shall mean any individual, firm, corporation or other
                    entity.
| | ---- | --------------------------------------------------------------------------------------------

| | (14) | Protected Stock means all Voting Stock and all other shares of
                    capital stock of
| | ---- | -----------------------------------------------------------------------------------------------------

the Corporation having, or which may
have upon the happening of some contingency, the right to vote for the election of some or
all of the directors of the Corporation, regardless of whether at the time in question
such shares then have a present right to so vote.

(15)    
          Subsidiary means any corporation of which a majority of any class of
          equity security is owned, directly or indirectly, by the Corporation.

(16)    
          Voting Stock means, at any time, all shares of capital stock of the
          Corporation entitled to vote in the election of directors, which shares shall be
          considered for the purpose of any vote required by this Article TENTH as, and
          shall vote together in any such vote as, one class. In any vote required by this
          Article TENTH, the holder of each share of Voting Stock shall be entitled to
          cast with respect to such share the same number of votes as such holder could
          cast generally in matters other than the election of directors.

(17)    
          In the event of any Business Combination in which the Corporation survives, the
          phrase consideration other than cash to be received as used in
          clauses (a) and (b) of paragraph (2) of Section (C) of this Article TENTH shall
          include the shares of Common Stock and/or the shares of any other class of
          outstanding Protected Stock retained by the holders of such shares.

(B)    
          Higher Vote for Certain Business Combinations. In addition to any
          affirmative vote required by law or this Certificate of Incorporation, and
          except as otherwise expressly provided in Section (C) of this Article TENTH any
          Business Combination shall require the affirmative vote of at least seventy-five
          percent (75%) of the total number of votes entitled to be cast in respect of all
          the outstanding shares of Voting Stock. Such affirmative vote shall be required
          notwithstanding the fact that no vote my be required, or that some lesser
          percentage or separate class vote may be specified, by law or under the rules
          of, or in any agreement with, any United States securities exchange registered
          under the Securities Exchange Act of 1934, or any successor act thereto, on
          which any of the Voting Stock is listed, or otherwise.

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(C)    
          When Higher Vote Is Not Required. The provisions of Section (B) of this
          Article TENTH shall not be applicable to any particular Business Combination,
          and such Business Combination shall require only such affirmative vote, if any,
          as is required by law and any other Article of this Certificate of
          Incorporation, if all of the conditions specified in either of the following
          paragraphs (1) or (2) are met:

(1)    
          Approval by the Disinterested Directors. The Business Combination shall
          have been approved, either specifically or as a transaction which is within a
          approved category of transactions, by a majority of the Disinterested Directors
          (whether such approval is made prior to or subsequent to the acquisitions of, or
          announcement or public disclosure of the intention to acquire, beneficial
          ownership of the Voting Stock that caused or will cause the Interested
          Stockholder to become an Interested Stockholder).

(2)    
          Price and Procedure Requirements. All of the following conditions shall
          have been met: (a) Corporation Common Stock. The aggregate amount
          of the cash and the Fair Market Value as of the Consummation Date of
          consideration other than cash to be received by holders of the Corporation
          Common Stock of the corporation in such Business Combination, computed on a per
          share basis, shall be at least equal to the higher of the following:

|(i) | (if applicable) the highest per share price (including any brokerage
          commissions, transfer taxes and soliciting dealers fees) paid by the
          Interested Stockholder for any shares of Corporation Common Stock acquired by
          the Interested Stockholder (I) within the two-year period immediately prior to
          the Announcement Date or (II) in the transaction or transactions by which the
          Interested Stockholder became an Interested Stockholder, as adjusted for any
          subsequent stock split, stock dividend, subdivision or reclassification with
          respect to the Corporation Common Stock, whichever is higher; or
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | The Fair Market Value per share of the Corporation Common Stock on the
          Announcement Date or the Determination Date, as adjusted for any subsequent
          stock split, stock dividend, subdivision or reclassification with respect to the
          Corporation Common Stock, whichever is higher.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Protected Stock. The aggregate amount of the cash and the Fair Market
|--- | ---------------------------------------------------------------------

Value as of the Consummation Date of
consideration other than cash to be received per share by holders of shares of any other
class of outstanding Protected Stock, regardless of whether the Interested Stockholder has
previously acquired any shares of a particular class of such Protected Stock, shall be at
least equal to the highest of the following:

(i)    
          (if applicable) the highest per share price (including any brokerage

| | commissions,
transfer taxes and soliciting dealers fees) paid by the Interested Stockholder for
any shares of such class of Protected Stock acquired by the Interested Stockholder (I)
within the two-year period immediately prior to the Announcement Date or (II) in the
transaction or transactions by which the Interested Stockholder became an Interested
Stockholder, as adjusted for any subsequent stock split, stock dividend, subdivision or
reclassification with respect to such Protected Stock, whichever is higher;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | the highest preferential amount per share to which the holders of shares of such
          class of Protected Stock are entitled in the event of any voluntary or
          involuntary liquidation, dissolution or winding up of the corporation,
          regardless of whether the Business Combination to be consummated constitutes
          such an event; or
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) | the Fair Market Value per share of such class of Protected Stock on the
          Announcement Date or the Determination Date, as adjusted for any subsequent
          stock split, stock dividend, subdivision or reclassification with respect to
          such Protected Stock, whichever is higher.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(c) | Form of Consideration. The consideration to be received by holders of a
|--- | -----------------------------------------------------------------------

particular class or series of
outstanding Protected Stock (including Corporation Common Stock) shall be in cash or in
the same form paid by or on behalf of the Interested Stockholder for shares of such class
of Protected Stock prior to the Consummation Date. If there have been varying forms of the
consideration so paid for shares of any class of Protected Stock, the form of
consideration to be received by the holders of such class of Protected Stock shall be
either cash or the form used to acquire the largest number of shares of such class of
Protected Stock Previously so acquired.

(d)    
          Maintain Dividends. After such Interested Stockholder has become an
          Interested Stockholder and prior to the consummation of such Business
          Combination: (i) except as approved by a majority of the Disinterested
          Directors, there shall have been no failure to declare and pay at the regular
          date therefore any full quarterly dividends (whether or not cumulative) on any
          outstanding Preferred Stock of the Corporation; and (ii) there shall have been
          (I) no reduction in the annual rate of dividends paid on the Corporation Common
          Stock except as necessary to reflect any subdivision of the Corporation Common
          Stock, except as approved by a majority of the Disinterested Directors, and (II)
          and increase in such annual rate of dividends as necessary to reflect any
          reclassification (including any reverse stock split), recapitalization,
          reorganization or any similar transaction which has the effect of reducing the
          number of outstanding shares of the Corporation Common Stock unless the failure
          so to increase such annual rate is approved by a majority of the Disinterested
          Directors.

(e)    
          Acquisition of Additional Shares. After such Interested Stockholder has
          become an Interested Stockholder and prior to the consummation of such Business
          Combination, such Interested Stockholder shall not have become the beneficial
          owner of any additional shares of Voting Stock except (A) as part of the
          transaction which results in such Interested Stockholder becoming and Interested
          Stockholder or (B) in a transaction which would not result in any increase in
          the percentage of beneficial ownership by the Interested Stockholder of any
          class or series of Voting Stock.

(f)    
          No Disproportionate Benefits. After such Interested Stockholder has
          become an Interested Stockholder, such Interested Stockholder, shall not have
          received the benefit, directly or indirectly (except proportionately as a
          stockholder), of any loans, advances, guarantees, pledges, or other financial
          assistance or any tax credits or other tax advantages provided by the
          Corporation, whether in anticipation of or in connection with such Business
          Combination or otherwise.

(g)    
          Furnish Information. A proxy or information statement describing the
          proposed Business Combination and complying with the requirements of the
          Securities Exchange Act of 1934 and the rules and regulations thereunder (or any
          subsequent provisions replacing such Act, rules or regulations) shall be mailed
          to all stockholders of the corporation at least thirty days prior to the
          consummation of such Business Combination (whether or not such proxy or
          information statement is required to be mailed pursuant to such Act or any such
          subsequent provisions). Such proxy or information statement shall contain on the
          first page thereof, in a prominent place, any statement as to the advisability
          (or inadvisability) of the Business Combination that the Disinterested
          Directors, or any of them, may choose to make.

(h)    
          Absence of Certain Changes. Such Interested Stockholder shall not have
          made any substantial change in the business or equity capital structure of the
          Corporation without the approval of a majority of the Disinterested Directors.

(D)    
          Powers of Board of Directors. A majority of the Disinterested Directors
          of the Corporation shall have the power and the duty to determine for the
          purposes of this Article TENTH on the basis of the information known to them
          after reasonable inquiry, (a) the number of shares of Voting Stock beneficially
          owned by any person; (b) whether a person is an Interested Stockholder or is an
          Affiliate or Associate of another person; (c) whether a person has an agreement,
          arrangement or understanding with another as to the matters referred to in
          paragraph (4) of Section (A) of this Article TENTH (4) whether the assets which
          are the subject of the Business Combination have, or the consideration to be
          received for the issuance or transfer of securities by the corporation or any
          Subsidiary in any Business Combination has, an aggregate Fair market Value of
          $250,000 or more; or (5) whether the requirements of paragraph (1) or (2) of
          section (C) of the Article TENTH have been met with respect to any Business
          Combination.

---

(E.)    
          No Effect on Fiduciary Obligations of Interested Stockholders. Nothing
          contained in this Article TENTH shall be construed to relieve an Interested
          Stockholder from any fiduciary obligation imposed by law.

(F.)    
          No Fiduciary Duty Imposed on Board. The fact that any Business
          Combination complies with the foregoing sections of this Article TENTH shall not
          be construed to impose any fiduciary duty, obligation or responsibility on the
          Board, or any member thereof, to approve such Business Combination or recommend
          its adoption or approval to the stockholders of the Corporation nor shall such
          compliance limit, prohibit or otherwise restrict in any manner of the Board, or
          any member thereof, with respect to evaluations of or actions and responses
          taken with respect to such Business Combination.

(G.)    
          Amendment, Repeal, etc. Notwithstanding any other provisions of this
          Certificate of Incorporation or the By-Laws of the Corporation (and
          notwithstanding the fact that some lesser percentage may be specified by law,
          this Certificate of Incorporation or the By-Laws of the Corporation), the
          affirmative vote of at least seventy five percent (75%) of the total number of
          votes entitled to be cast in respect to all of the outstanding shares of Voting
          Stock shall be required to amend, alter, change, or repeal, or adopt any
          provision as part of this Certificate of Incorporation inconsistent with, this
          Article TENTH.

(H.)    
          Construction. This Article TENTH shall be construed as supplementary to
          any other provision provided by applicable law regarding acquisition of control
          of the Corporation, including, but not limited to, Section 203 of the General
          Corporation Law of the State of Delaware, as the same exists or may be hereafter
          amended.

ELEVENTH:
A director of the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except for
liability (A) for any breach of the directors duty of loyalty to the Corporation or its
stockholders, (B) or acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law, (C) under Section 174 of the General Corporation
law of the State of Delaware, as the same exists or may hereafter be amended, or (D) for
any transaction which the director derived an improper personal benefit. If the General
Corporation Law of Delaware is hereafter amended to authorize the further elimination or
limitation of the liability of directors, then the liability and the director of the
corporation, in addition to the limitation on personal liability provided herein, shall be
limited to the full extent permitted by the General Corporation Law of the State of
Delaware, as amended. Any repeal or modification of this Article ELEVENTH by the
stockholders of the Corporation shall be prospective only and shall not adversely affect
any limitations on the personal liability of the director of the Corporation existing at
the time of such repeal or modification.

| | TWELFTH:        The
names and mailing addresses of the incorporators are as follows:
| | ------------------------------------------------------------------------------------

|NAME                 | MAILNG ADDRESS                            
|-------------------- | ------------------------------------------
|J. R. Brunson        | Pine Circle, Elba, Alabama 36323          
|William L Brunson Jr | 604 West Davis Street, Elba, Alabama 36323
|D.M. English         | 1010 Elm Street, Elba, Alabama 36323      

---

THIRTEENTH:
The name and mailing address of each person who is to serve as a director until the first
annual meeting of the stockholders or until a successor is elected and qualified are as
follows:

|NAME                 | MAILNG ADDRESS                                 
|-------------------- | -----------------------------------------------
|J. R. Brunson        | Pine Circle, Elba, Alabama 36323               
|D.M. English         | 1010 Elm Street, Elba, Alabama 36323           
|Jerry B. Brunson     | Route 2, Enterprise, Alabama 36330             
|M. L. Murdock        | Route 5, Box 33T6, Elba, Alabama 36323         
|Carolyn E. Brunson   | Route 4, Box 297, Elba, Alabama 36323          
|;Walter P. Wilkerson | 304 Holly Hill Road, Enterprise, Alabama 36330 
|Dr. J. E. Pittman    | 227 Sylvan Drive, Enterprise, Alabama 36330    
|Winfield Baird       | 3536 Victoria Road, Birmingham, Alabama 35223  
|Lewis Avinger        | 2837 Biltmore Avenue, Montgomery, Alabama 36109
|Fred Clark           | Route 4, Box 336, Elba, Alabama 36323          
|Ray Pinckard         | 3350 Elba Highway, Troy, Alabama, 36081        
|James B. Saxon       | 431 Marie Circle, Leeds, Alabama 35094         
|                    

FOURTEENTH:
Whenever a compromise or arrangement is proposed between this Corporation and its
creditors or any class of them and/or between this Corporation and its stockholders or any
class of them, any court of equitable jurisdiction within the State of Delaware may, on
the application in a summary way of this Corporation or of any creditor or stockholder
thereof or on the application of any receiver or receivers appointed for this Corporation
under the provisions Section 291 of Title 8 of the Delaware Code or on the application of
the trustees and dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 279 Title 8 of the Delaware Code or a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such manner as the
said court directs. A majority in number representing three fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of stockholders of
this Corporation, as the case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such compromise or arrangement, the
said compromise or arrangement and the said reorganization shall, if sanctioned by the
court to which the said application has been made, the binding on all the creditors or
class of creditors, and/or on all the stockholders or class of stockholders, of this
Corporation as the case may be, and also on this Corporation.

FIFTEENTH:
Any action required or permitted to be taken by the stockholders of the Corporation must
be effected at a duly called annual or special meeting of stockholders of the Corporation
and may not be effected by any consent in writing by such stockholders. Special meetings
of stockholders of the Corporation may be called only by the Board of Directors pursuant
to a resolution approved by a majority of the entire Board of Directors, upon not less
than ten nor more than fifty days written notice. Notwithstanding any other
provisions of this Certificate or Incorporation or the By-Laws of the Corporation (and
notwithstanding the fact that some lesser percentage may be specified by law, this
Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of
the holders of at least seventy percent (70%) of the voting power of all of the shares of
the Corporation entitled to vote for the election of directors at the time of such action
shall be required to amend or repeal, or the adopt any provision inconsistent with, this
Article FIFTEENTH.

---

THE
UNDERSIGNED, being the incorporators hereinbefore named, for the purpose of forming a
corporation pursuant to the General Corporation Law of the State of Delaware, do make this
certificate, hereby declaring and certifying that the facts herein stated are true, and
accordingly have hereunto set their hand and seals this 16th day of March 1990.

| |  | BY: /S/ J.R. Brunson (SEAL)
J. R. Brunson                  
| |  | -------------------------------------------------------------------------
| |  | BY: /S/ William L Brunson, Jr.(SEAL)
William L Brunson, Jr.
| |  | BY: /S/ D.M. English(SEAL)
D. M. English                   

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# Exhibit 21.

|Subsidiaries of The National Security Group, Inc.   | State of Incorporation
|--------------------------------------------------- | ----------------------
|The National Security Insurance Company (NSIC)      | Alabama               
|The National Security Fire &Casualty Company (NSFC) | Alabama               
|Omega One Insurance Company (Omega One)             | Alabama               
|The Mobile Attic, Inc.* (Mobile Attic)              | Alabama               

*A 50% owned subsidiary of The
National Security Group, Inc. Includes Mobile Attic Franchising Company (MAFCO) a wholly
owned subsidiary.