EXHIBIT 3.03

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                            LAW COMPANIES GROUP, INC.
                            (Adopted on May 6, 1997)


                                       I.

         The name of the Corporation is:

                            LAW COMPANIES GROUP, INC.


                                       I.

         The Corporation is organized  pursuant to the provisions of the Georgia
Business Corporation Code.


                                       I.

         The Corporation shall have perpetual duration.


                                       I.

         The  purposes  of the  Corporation  shall be to engage in  engineering,
environmental  and related  services  throughout the world,  to form and to hold
stock of other  corporations,  including  corporations which provide engineering
and related services,  and to engage in any other lawful businesses from time to
time without limitations.

                                       I.

         The  aggregate  number of shares which the  Corporation  shall have the
authority to issue is twelve million five hundred thousand (12,500,000), divided
as follows:

1. Common Stock.  The Corporation  shall have the authority to issue ten million
(10,000,000)  shares of Common Stock, with a par value of One Dollar ($1.00) per
share ("Common Stock").

1.  Preferred  Stock.  The  Corporation  shall have the  authority  to issue two
million five  hundred  thousand  (2,500,000)  shares of  Cumulative  Convertible
Redeemable Preferred Stock, with no par value per share ("Preferred Stock").

                                       I.

         The  Common  Stock and the  Preferred  Stock  shall have the rights and
preferences described in this Article VI.

1. Voting.

a) Common Stock.  The Common Stock shall have unlimited  voting rights under the
Georgia Business  Corporation Code (the "Code"),  except upon matters  expressly
reserved for approval solely by another class or series of stock under the Code,
these Articles of Incorporation, or the Bylaws of the Corporation. Each share of
Common Stock shall  entitle its holder to one vote on each matter upon which the
holders of the Common Stock are entitled to vote.

a) Preferred Stock. The Preferred Stock shall have unlimited voting rights under
the Code,  except (a) it shall only vote  separately  as a class with respect to
(i) the election of directors,  (ii) on matters as provided in the Bylaws of the
Corporation,  and (iii) as required by applicable law, and (b) it shall not vote
on matters expressly  reserved for approval solely by another class or series or
stock  under the Code,  these  Articles of  Incorporation,  or the Bylaws of the
Corporation,  and it shall be subject to the  elimination  of voting rights with
respect  to  individual  shares of  Preferred  Stock  upon the  occurrence  of a
Preferred Vote  Expiration  Event (as defined  below).  Simultaneously  with the
issuance of each share of the Preferred  Stock,  the  Corporation  shall issue a
warrant to purchase a correlating  share of Common Stock (each,  a  "Correlating
Warrant") pursuant to the Warrant dated the same date as the date on which these
Articles are restated (the "Warrant").  Until the occurrence of a Preferred Vote
Expiration  Event,  each share of Preferred  Stock shall entitle its holder to a
number of votes  equal to the number of whole  shares of Common  Stock for which
the Preferred Share's  Correlating  Warrant is exercisable as of the record date
for the determination of the stockholders entitled to vote on a matter or, if no
such  record  date is  established,  the date such vote is taken or any  written
consent of stockholders is solicited.  Fractional  votes shall not be permitted,
and any  fractional  voting  rights shall be rounded to the nearest whole number
(with one-half being rounded upward).  A "Preferred Vote Expiration Event" shall
occur upon the  exercise  (in  accordance  with the terms of the  Warrant)  of a
Correlating  Warrant  and the payment of the  Exercise  Price (as defined in the
Warrant).   Except  as  otherwise   expressly  provided  in  these  Articles  of
Incorporation,  the Bylaws of the Corporation, or as required by applicable law,
the holders of the  Preferred  Stock and Common  Stock shall vote  together as a
single class.  In the event of any stock  dividend,  stock split,  reverse stock
split, reclassification, or similar event which results in a different number of
shares of Common  Stock  outstanding,  the number of shares of  Preferred  Stock
outstanding shall be adjusted in a like manner and at the same time.

1. Dividends.

a) Preferred Dividends.

     (a)  Subject to Section VI,B,1(b),  on March 31, June 30, September 30, and
          December  31 of each  year (the  period of a year  ending on each such
          date,  a  "Fiscal  Quarter"),  the  holders  of the  issued  and  then
          outstanding  Preferred Stock shall be entitled to receive a "Preferred
          Dividend" (as defined below) on each issued and  outstanding  share of
          Preferred  Stock,  prior  and  in  preference  to the  payment  of any
          dividend on the Common Stock, other than a stock dividend declared and
          paid on the Common  Stock that is payable in shares of Common Stock (a
          "Common  Stock  Dividend").  "Preferred  Dividend"  shall  mean a cash
          dividend  which  shall  begin to accrue on the date on which the first
          shares of Preferred Stock are issued by the Corporation (the "Original
          Issue Date"), in an amount determined by the following formula:

                  8%,  divided by 4,  multiplied by the Original Issue Price (as
                  used in these  Restated  Articles,  such term  shall  have the
                  meaning ascribed to it in the Warrant).

         For the purpose of this Section VI, B, 1, and wherever else the concept
         of Original Issue Price is used in these Articles of Incorporation, the
         Original Issue Price shall be subject to appropriate  adjustment in the
         event  of  stock  dividends,   stock  splits,   reverse  stock  splits,
         reclassifications,  or similar  events  which  result in all holders of
         Preferred Stock holding a different number of shares of Preferred Stock
         after  such event  (other  than an  issuance  of  additional  shares of
         Preferred  Stock  pursuant  to  Section  VI, B, 1(b) in the event  that
         Preferred  Dividends  are not  paid on the  Preferred  Stock).  In such
         event, the Original Issue Price shall be multiplied by a fraction,  the
         numerator  of  which  is  the  number  of  shares  of  Preferred  Stock
         outstanding  immediately  prior to such event,  and the  denominator of
         which  is  the  number  of  shares  of  Preferred   Stock   outstanding
         immediately after such event.

     Preferred Dividends shall be cumulative such that no dividends,  other than
     a Common  Stock  Dividend,  shall be paid with  respect to the Common Stock
     during any Fiscal Quarter unless  dividends in the total amount of the then
     payable Preferred Dividend shall have first been paid in full. The Board of
     Directors  may fix a  record  date  for the  determination  of  holders  of
     Preferred Stock entitled to receive dividends,  which record date shall not
     be more than 60 days prior to the date fixed for payment.

     (b)  For any Fiscal Quarter in which the Corporation  fails to pay the full
          Preferred  Dividend  to  the  holders  of  the  Preferred  Stock,  the
          Corporation  shall  issue to the  holders  of the  Preferred  Stock an
          additional  number of shares of Preferred  Stock in lieu of the unpaid
          portion of the  Preferred  Dividend,  together with an equal number of
          Correlating Warrants for Common Stock, such Correlating Warrants to be
          in a form  substantially  identical  to the  Warrant,  except that the
          Exercise  Price (as defined in the Warrant)  shall be $.01. The number
          of shares of Preferred Stock and Correlating  Warrants to be issued in
          such event shall be  determined  according  to the  following  formula
          (rounded to the nearest whole number):

         (aggregate  Preferred  Dividend owed to holder of Preferred Stock minus
         aggregate  cash  dividend  actually paid to such holder) / the Original
         Issue Price.

          No  fractional  shares of Preferred  Stock or  fractional  Correlating
          Warrants shall be issued.  Once such Preferred  Stock and  Correlating
          Warrants are issued,  the Preferred  Dividend for such Fiscal  Quarter
          shall be deemed to have been paid in full for all purposes.

a) Common  Dividends;  No  Participation  Rights.  After  dividends  in the full
preferential amount specified in Section VI, B, 1 have been paid or declared and
set apart, the Board of Directors may declare  additional  dividends  payable to
holders  of  Common  Stock out of funds  legally  available  therefor.  Any such
dividends shall be declared solely on the Common Stock,  and the Preferred Stock
shall have no right of participation.

1.                         Preemptive Rights.

a) Generally.  In connection with the issuance by the Corporation of either: (i)
shares of Common  Stock,  or (ii) any  security  convertible  into or carrying a
right to  subscribe  for or acquire  shares of Common  Stock (other than options
issued to employees)  (together,  "New Shares"),  each holder of Preferred Stock
shall be entitled to  preemptive  rights as provided by the Code as in effect on
the date of the Issuance Notice referred to in Section VI,C,2. For such purpose,
each holder of Preferred  Stock shall be deemed to presently hold that number of
shares of Common  Stock equal to the number of shares of Common  Stock  issuable
upon the exercise of any Correlating  Warrants which correspond to the Preferred
Stock then held by such holder of Preferred Stock. Holders of Common Stock shall
not have preemptive rights.

a)  Procedures.  In the event that the  Corporation  proposes  to  undertake  an
issuance of New Shares,  it shall give the holders of  Preferred  Stock  written
notice of its  intention  to issue such shares (the  "Issuance  Notice"),  which
shall state the price and the general terms upon which the Corporation  proposes
to issue such  shares.  Each holder of  Preferred  Stock shall have fifteen (15)
days from the date of mailing  any such  Issuance  Notice to agree in writing to
purchase  its  pro-rata  share of such  shares  for the price and upon the terms
specified in the Issuance Notice by giving written notice to the Corporation and
stating therein the quantity of shares to be purchased.

a) Applicability;  Expiration. The rights granted pursuant to this Section VI, C
shall not apply to any  issuance  of New Shares  which has been  approved  by at
least  a  three-quarters  affirmative  vote of the  Board  of  Directors  of the
Corporation (the "Board"),  and shall expire upon (and not be applicable to) the
first sale of Common Stock or other securities of the Corporation to the public,
which sale is effected  pursuant to a registration  statement  underwritten by a
nationally  recognized  underwriting firm and filed with, and declared effective
by, the Securities and Exchange  Commission,  and in connection  with which such
Common  Stock or other  equity  securities  are listed on a national  securities
exchange  (as defined in the  Securities  Exchange  Act of 1934) and the Company
receives at least $20,000,000 in proceeds (a "Listing Event").

1.                         Board of Directors.

a) Size. Upon adoption of these Restated Articles, the Board of Directors of the
Corporation  (the "Board")  shall consist of thirteen (13) members.  The size of
the Board may be changed by a majority affirmative vote of the Board (subject to
compliance with these Restated  Articles and the Bylaws of the Corporation as in
effect from time to time (the "Bylaws"),  provided that as long as any shares of
Preferred Stock remain outstanding, the Board shall consist of at least nine (9)
members. In all events, the Board shall consist of an odd number of members.

a) Right of Appointment of Preferred  Stock.  So long as any Preferred  Stock is
outstanding,  the holders of a majority of the outstanding Preferred Stock shall
have the  unrestricted  right to elect six (6) members of the Board (or one less
than a  majority  of the Board if the Board is larger or smaller  than  thirteen
(13)  members)  (the  "Preferred  Directors").  In the  event  that no shares of
Preferred Stock remain outstanding, the right to appoint the Preferred Directors
to the Board  shall  revert to the holders of the Common  Stock,  such number of
directors to be elected to be determined in  accordance  with the  provisions of
the Bylaws of the  Corporation as in effect from time to time, and all Preferred
Directors and the "Swing Director" (as hereinafter defined) shall cease to serve
on the Board effective upon the next succeeding  meeting of the  shareholders at
which directors are elected.

a) Right of  Appointment  of Common  Stock.  So long as any shares of  Preferred
Stock  are  outstanding,  the  holders  of  the  Common  Stock  shall  have  the
unrestricted  right to elect  six (6)  members  of the Board (or one less than a
majority  of the  Board if the Board is larger or  smaller  than  thirteen  (13)
members),  and such  holders  shall  also have the right to elect an  additional
member (the "Swing Director") to serve on the Board  (collectively,  the "Common
Directors");  provided,  however,  that the Swing Director shall be nominated by
the  Common  Directors  then  holding  office and such  nomination  of the Swing
Director  shall be subject to the  approval of the  Preferred  Directors,  which
approval shall not be unreasonably  withheld.  The Preferred  Directors shall be
deemed to have  finally and  irrevocably  approved a nominee  submitted by or on
behalf of the holders of Common Stock in the event that the Preferred  Directors
do not object (as provided  below) to such nominee within five (5) business days
after  receipt  of  notice  of the  name  of  such  nominee.  To  object  to the
appointment  of a nominee,  the Preferred  Directors  shall submit to the Common
Directors  (as  representatives  of the holders of Common  Shares) in writing in
reasonable  detail their reasons for  objecting to such  nominee.  If the Common
Directors  choose  not to  submit  an  alternative  nominee,  the  issue  of the
appointment  of such  nominee to the Board  shall be  submitted  to  arbitration
before the American  Arbitration  Association  in  accordance  with its rules of
commercial   arbitration  then  in  effect.   The  exclusive  location  of  such
arbitration shall be Atlanta, Georgia, and the governing law shall be the law of
the State of Georgia.

a) Failure to Meet Benchmarks; Merger Proposal.

     (a) Upon the  occurrence  of a  "Preferred  Stock Event" (as defined in the
     Bylaws), the size of the Board shall automatically increase to fifteen (15)
     members  (or,  in the  case of a Board  which is  larger  or  smaller  than
     thirteen  (13)  members,   such  number  as  required  to  accommodate  the
     appointment  of two additional  members),  and the holders of the Preferred
     Stock shall have the right to elect two (2) additional members of the Board
     (the "Additional Directors"). In the event Additional Directors are elected
     to the Board by reason of a Preferred  Stock Event,  such  directors  shall
     continue to serve until the  occurrence  of a Cure Event (as defined in the
     Bylaws),  at which time such Additional  Directors shall cease to serve and
     the Board shall  automatically  revert to its size immediately prior to the
     election of  Additional  Directors  under this Section VI, D, 4(a).  If the
     holders  of  the  Preferred  Stock  become  entitled  to  elect  Additional
     Directors  pursuant  to this  subsection  a second  time,  such  Additional
     Directors  shall be entitled to continue to serve so long as any  Preferred
     Stock remains outstanding, after which time such Additional Directors shall
     cease  to  serve  and the  Board  shall  automatically  revert  to its size
     immediately  prior to the election of  Additional  Directors on such second
     occasion.

     (b) If a majority of the Preferred Directors propose in writing to the full
     Board a plan of merger or share exchange to which the Corporation  would be
     a  party,  or a sale  of  all or  substantially  all of the  assets  of the
     Corporation,  the Board shall have an  obligation  to submit such  proposal
     (with or  without  their  recommendation)  to all  shareholders  for  their
     consideration   and  vote.  If  such  proposal  is  not  submitted  to  the
     shareholders for a vote within 120 days after such proposal is delivered in
     writing to the full Board (or such longer time as shall be required  solely
     by reason of the necessity to comply with  applicable  law,  including laws
     and regulations  administered by the Securities and Exchange Commission and
     those related to the  Hart-Scott-Rodino  Act), then for the limited purpose
     of this  subsection,  the size of the Board shall be  increased  to fifteen
     (15)  members  (or, in the case of a Board which is larger or smaller  than
     thirteen  (13)  members,   such  number  as  required  to  accommodate  the
     appointment  of two  additional  members) and the holders of the  Preferred
     Stock shall have the right to elect two (2)  Additional  Directors  for the
     limited   purpose  of   recommending   and  submitting  such  plan  to  the
     shareholders,  after which time such  Additional  Directors  shall cease to
     serve  and the Board  shall  automatically  revert to its size  immediately
     prior to the appointment of Additional  Directors  pursuant to this Section
     VI,D,4(b).

     5. Removal of Directors. The holders of Common Stock may at
any time,  with or without cause,  remove any Common  Director from office.  The
holders of Preferred  Stock may at any time,  with or without cause,  remove any
Preferred Director from office.

1. Liquidation  Rights. In the event of any liquidation,  dissolution or winding
up of the Corporation, whether voluntary or involuntary, the funds and assets of
the  Corporation   that  may  be  legally   distributed  to  the   Corporation's
stockholders  (the  "Available  Funds  and  Assets")  shall  be  distributed  to
stockholders in the following manner:

a) Preferred Stock. Each share of Preferred Stock then outstanding shall entitle
its holder to be paid, out of the Available  Funds and Assets,  and prior and in
preference to any payment or  distribution  (or any setting apart of any payment
or distribution) of any Available Funds and Assets on any shares of Common Stock
or any other class or series of capital stock of the Corporation,  an amount per
share (the  "Liquidation  Preference")  equal to the  Original  Issue  Price (as
adjusted from time to time) plus all accrued but unpaid  Preferred  Dividends on
such  share  of  Preferred   Stock.  If  the  Available  Funds  and  Assets  are
insufficient  to permit the payment to holders of the Preferred Stock their full
preferential  amount described in this subsection,  then the Available Funds and
Assets shall be distributed among the holders of the then outstanding  Preferred
Stock pro rata  according  to the  number of shares of  Preferred  Stock held by
each.

a) Remaining Assets. If there are any Available Funds and Assets remaining after
the payment or distribution  (or the setting aside for payment or  distribution)
to the  holders  of the  Preferred  Stock of  their  full  preferential  amounts
described  in  Section  VI, B, 1, then all such  remaining  Available  Funds and
Assets shall be  distributed  among the holders of the then  outstanding  Common
Stock pro-rata according to the number of shares of Common Stock held by each.

1. Redemption of Preferred  Stock. All or a portion of the Preferred Stock shall
be redeemed by the Corporation as provided in this Section VI, F. In all events,
the  redemption  price for each redeemed share shall be the Original Issue Price
(as adjusted from time to time) plus any accrued but unpaid Preferred  Dividends
with respect to such share.

a) At the option of the holder,  all of such holder's  Preferred  Stock shall be
redeemed at any time on or after the seventh  anniversary  of the Original Issue
Date. If redemption  occurs pursuant to this subsection,  the Corporation  shall
redeem as many of such shares for cash as possible  without  violating  any loan
covenants to which the Company is subject,  applicable  law, or the terms of any
contract which was approved by at least a three-quarters affirmative vote of the
Board.  If the  Corporation is unable to redeem all of such Preferred  Stock for
cash, such holder, at its option, may elect not to require the redemption of all
or a portion of the Preferred Stock, or may require the Corporation,  subject to
compliance  with  applicable  law, to redeem the shares of  Preferred  Stock not
redeemed for cash in exchange for a senior  subordinated  note (a  "Subordinated
Note") of the  Corporation  (i)  ranking  pari passu with any other issue of the
Corporation's most senior subordinated notes outstanding; (ii) bearing interest,
payable  quarterly,  at the rate per  annum  equal to 5.5%  above  the  yield on
five-year  treasury  notes  in  effect  at the  close  of  business  on the  day
immediately  prior to the issuance of the  Subordinated  Note; (iii) which shall
permit the prepayment of principal at any time, without premium or penalty;  and
(iv)  which if  issued  pursuant  to this  Section  VI,F,1,  shall  provide  for
principal  payments  to be due in  three  equal  installments:  on the  date  of
redemption,  on the first anniversary of the issuance of such Subordinated Note,
and on the second  anniversary of the issuance of such  Subordinated  Note. Each
Subordinated Note issued by the Company shall be in the form of note attached to
the Corporation's Restated Bylaws.

a) At the option of the holder,  all of such holder's  Preferred  Stock shall be
redeemed at any time during which the holders of Preferred Stock are entitled to
elect  Additional  Directors  under  Section  VI,  D,  4(a) by  exchanging  such
Preferred Stock for a Subordinated  Note, the principal of which shall be due in
three equal installments on the seventh,  eighth and ninth  anniversaries of the
Original Issue Date.

a) At  the  option  of the  Corporation  (as  determined  solely  by the  Common
Directors),  all or a portion of the Preferred Stock may be redeemed on or after
the seventh  anniversary  of the Original  Issue Date, but only in the event the
only form of  consideration  paid by the Corporation for such shares so redeemed
is cash.  Any holder of shares of  Preferred  Stock  shall have thirty (30) days
after  receipt of notice from the  Corporation  that his shares will be redeemed
pursuant to this  subsection to convert such shares of Preferred Stock to shares
of Common Stock in accordance with these Restated Articles.

a) At any  time  Preferred  Stock  is  redeemed  in  exchange  for  one or  more
Subordinated Notes under Sections VI,F,1 or VI,F,2, the holders of the Preferred
Stock shall  collectively  be entitled to retain at least one share of Preferred
Stock  (thus  retaining  all  rights  under  Section  V, D  hereof),  until such
Subordinated  Notes are paid in full. The  Corporation  shall not be entitled to
redeem the remaining share or shares of Preferred Stock until such  Subordinated
Notes  have been  paid in full,  but upon  payment  in full of such  notes,  the
Corporation  shall  thereupon  be (or become)  entitled to redeem the  remaining
share or shares of Preferred Stock.

1. Preferred  Stock  Protective  Provisions.  So long as any shares of Preferred
Stock remain  outstanding,  the Corporation  shall not,  without the approval by
vote or  written  consent  of a  majority  of the  Preferred  Directors,  do the
following:

a) amend its  Articles  of  Incorporation  in a manner  that would  require  the
approval of the holders of Preferred Stock under O.C.G.A.  ss.14-2-1004, as such
Code section exists on the date on which these  Articles are restated,  or amend
its Bylaws in a manner that would adversely affect the rights,  preferences,  or
privileges of, or restrictions on, the Preferred Stock; or

a) reclassify any outstanding  shares of capital stock of the  Corporation  into
shares having rights,  preferences or privileges senior to or on parity with the
Preferred Stock; or

a) authorize or issue any other equity  securities  having rights or preferences
senior to or on parity with the Preferred  Stock,  other than in connection with
the  modification of subordinated  notes in existence on the Original Issue Date
or securities issued as part of bank financings; or

a) engage in any  transaction  or series of  related  transactions  which  would
result in a change of  ownership  of more than 25% of the  Corporation's  equity
securities; or

a)  sell  more  than  25% of the  Corporation's  operating  assets  in a  single
transaction or series of related transactions; or

a) enter into any proposed  transaction  or related  series of  transactions  in
which the Corporation issues  securities,  the result of which has the effect of
issuing Common Stock at less than the Original Issue Price.

1.  Conversion  Rights  of  Preferred  Stock.  Shares  of  Preferred  Stock  are
convertible into shares of Common Stock as follows:

a) Except as provided in Section VI, H, 2 below,  each share of Preferred  Stock
is convertible at the option of the holder into one share of Common Stock,  upon
written notice to the  Corporation  (provided that the  Correlating  Warrant for
such share of Preferred Stock has not been exercised).

a) If a conversion is to be made at any time on or after the seventh anniversary
of the Original Issue Date, then each share of Preferred Stock is convertible at
the option of the holder into the "Adjusted Number" (as hereinafter  defined) of
shares of Common Stock (provided that the Correlating  Warrant for such share of
Preferred  Stock  has not been  exercised);  provided  that as a result  of such
conversion  (together  with any other  simultaneous  conversions)  all shares of
Common Stock  issuable  pursuant to the Warrant  have been issued.  The Adjusted
Number shall be an amount equal to the total number of shares of Preferred Stock
being  converted  multiplied  by a  fraction,  the  denominator  of which is the
Exercise Price (as defined in the Warrant) then in effect,  and the numerator of
which is the Original Issue Price (as defined in the Warrant); provided, that in
no event shall shares of Preferred Stock be convertible  into a number of shares
of Common Stock which is greater than the total number of shares of Common Stock
which may be issued  pursuant to the Warrant,  taking into account all prior and
simultaneous conversions and exercises under the Warrant).

a) The Corporation shall, as soon as practicable after shares of Preferred Stock
are surrendered  for  conversion,  issue and deliver to such holder of Preferred
Stock, a certificate or certificates for the number of shares of Common Stock to
which such holder shall be entitled in accordance  with this Section VI, H. Such
conversion shall be deemed to have been made  immediately  prior to the close of
business on the date of such  surrender of the shares of  Preferred  Stock to be
converted,  and the holder  exercising such right of conversion shall be treated
for all purposes as the record  holder of such shares of Common Stock as of such
date (or, if such shares of Preferred  Stock are surrendered on a day other than
a day on which the  Corporation is open for business,  then such holder shall be
treated for all purposes as the record  holder of such shares of Common Stock as
of the close of business on the next  succeeding day on which the Corporation is
open for business).  Upon any such conversion,  the Correlating Warrant for each
such share of Preferred  Stock so converted  shall be  delivered,  automatically
cancelled,  and each such  Correlating  Warrant  shall be of no further force or
effect.

a) To the extent that any shares of  Preferred  Stock remain  outstanding  after
such time as the Warrant has either expired or been fully exercised, such shares
of Preferred Stock shall

<PAGE>


retain all rights granted to such Preferred Stock under these Restated  Articles
of  Incorporation  except for the right to convert set forth in this Section VI,
H.


                                       I.

         A director of the Corporation shall not be liable to the Corporation or
its  shareholders  for monetary damages for breach of duty of care or other duty
as a director,  except to the extent such exemption from liability or limitation
thereof  is not  permitted  under  the  Georgia  Business  Corporation  Code  as
currently  in  effect or as the same may be  hereafter  amended.  No  amendment,
modification  or repeal of this  Article  shall  adversely  affect  any right or
protection  of  a  director   that  exists  at  the  time  of  such   amendment,
modification, or repeal.


                                       I.

         Each person who is or was or had agreed to become a director or officer
of the Corporation, and each such person who is or was serving or who had agreed
to serve at the  request  of the Board or an officer  of the  Corporation  as an
employee  or agent of the  Corporation  or as a  director  or officer of another
corporation,  partnership,  limited liability company,  joint venture,  trust or
other enterprise  (including the heirs,  executors,  administrators or estate of
such  person),  shall be  indemnified  by the  Corporation  to the  full  extent
permitted by the Georgia Business  Corporation Code or any other applicable laws
as presently or hereafter in effect.  No  amendment,  modification  or repeal of
this Article  shall  adversely  affect any right or  protection of a director or
officer that exists at the time of such amendment, modification or repeal.


                                       I.

         Any issued and outstanding shares of stock of the Corporation which are
repurchased by the Corporation  shall become treasury shares which shall be held
in treasury by the  Corporation  until  resold or retired and  cancelled  in the
discretion  of the Board.  Any treasury  shares which are retired and  cancelled
shall constitute authorized but unissued shares.

                                       I.

         These  Restated  Articles of  Incorporation  contain  amendments  which
require shareholder approval. These Restated Articles of Incorporation were duly
approved by the  shareholders  of the  Corporation on May 6, 1997, in accordance
with the provisions of O.C.G.A .  ss.14-2-1003,  and all other  applicable laws.
None of the holders of shares was entitled to vote as a class thereon.

                                       I.

         These Restated Articles of Incorporation  amend,  restate and supersede
the Corporation's Third Restated Articles of Incorporation, as amended.

                                       LAW COMPANIES GROUP, INC.



[CORPORATE SEAL]                    By:_________________________________
                                       Bruce C. Coles
                                       Chairman, CEO and President


Attested by:     ______________________
                  Darryl B. Segraves
                  Secretary