EXHIBIT 3.2



AMENDED AND RESTATED



BYLAWS



OF



SCPIE HOLDINGS INC.



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TABLE OF CONTENTS



|                                                                    |  |     
|------------------------------------------------------------------- |  | ----
|                                                                    |  | Page
|ARTICLE I OFFICES                                                   |  | 1   
|Section 1. REGISTERED OFFICES                                       |  | 1   
|Section 2. OTHER OFFICES                                            |  | 1   
|                                                                    | 
|ARTICLE II MEETINGS OF STOCKHOLDERS                                 |  | 1   
|Section 1. PLACE OF MEETINGS                                        |  | 1   
|Section 2. ANNUAL MEETING OF STOCKHOLDERS                           |  | 1   
|Section 3. QUORUM                                                   |  | 1   
|Section 4. ORGANIZATION                                             |  | 2   
|Section 5. CONDUCT OF MEETINGS                                      |  | 2   
|Section 6. VOTING                                                   |  | 3   
|Section 7. PROXIES                                                  |  | 3   
|Section 8. SPECIAL MEETINGS                                         |  | 4   
|Section 9. ADJOURNMENTS                                             |  | 4   
|Section 10. NOTICE OF MEETINGS                                      |  | 4   
|Section 11. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING |  | 4   
|Section 12. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS          |  | 5   
|Section 13. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD |  | 9   
|Section 14. MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST          |  | 9   
|                                                                    | 
|ARTICLE III DIRECTORS                                               |  | 10  
|Section 1. THE NUMBER OF DIRECTORS                                  |  | 10  
|Section 2. VACANCIES                                                |  | 10  
|Section 3. POWERS                                                   |  | 11  
|Section 4. PLACE OF DIRECTORS' MEETINGS                             |  | 11  
|Section 5. REGULAR MEETINGS                                         |  | 11  
|Section 6. SPECIAL MEETINGS                                         |  | 11  
|Section 7. QUORUM                                                   |  | 11  
|Section 8. ACTION WITHOUT MEETING                                   |  | 12  
|Section 9. TELEPHONIC MEETINGS                                      |  | 12  
|Section 10. COMMITTEES OF DIRECTORS                                 |  | 12  
|Section 11. MINUTES OF COMMITTEE MEETINGS                           |  | 13  
|Section 12. COMPENSATION OF DIRECTORS                               |  | 13  
|                                                                    | 
|ARTICLE IV OFFICERS                                                 |  | 13  
|Section 1. OFFICERS                                                 |  | 13  
|Section 2. ELECTION OF OFFICERS                                     |  | 14  
|Section 3. SUBORDINATE OFFICERS                                     |  | 14  
|Section 4. COMPENSATION OF OFFICERS                                 |  | 14  





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|                                                              |  |     
|------------------------------------------------------------- |  | ----
|                                                              |  | Page
|                                                              | 
|Section 5. TERM OF OFFICE; REMOVAL AND VACANCIES              |  | 14  
|Section 6. POWERS AND DUTIES OF OFFICERS                      |  | 14  
|                                                              | 
|ARTICLE V INDEMNIFICATION OF EMPLOYEES AND AGENTS             |  | 14  
|                                                              | 
|ARTICLE VI CERTIFICATES OF STOCK                              |  | 15  
|Section 1. CERTIFICATES                                       |  | 15  
|Section 2. SIGNATURES ON CERTIFICATES                         |  | 15  
|Section 3. STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES |  | 15  
|Section 4. LOST CERTIFICATES                                  |  | 16  
|Section 5. TRANSFERS OF STOCK                                 |  | 16  
|Section 6. REGISTERED STOCKHOLDERS                            |  | 16  
|                                                              | 
|ARTICLE VII GENERAL PROVISIONS                                |  | 17  
|Section 1. CHECKS                                             |  | 17  
|Section 2. FISCAL YEAR                                        |  | 17  
|Section 3. CORPORATE SEAL                                     |  | 17  
|Section 4. MANNER OF GIVING NOTICE                            |  | 17  
|Section 5. WAIVER OF NOTICE                                   |  | 17  
|                                                              | 
|ARTICLE VIII AMENDMENTS                                       |  | 18  



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AMENDED AND RESTATED



BYLAWS OF



SCPIE HOLDINGS INC.



ARTICLE I



OFFICES



Section 1. REGISTERED OFFICES. The registered office shall be 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808 and the name of the registered agent of the corporation is The Prentice-Hall
Corporation System, Inc.



Section 2. OTHER OFFICES. The
corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.



ARTICLE II



MEETINGS OF STOCKHOLDERS



Section 1. PLACE OF MEETINGS. Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of
Directors. In the absence of any such designation, stockholders meetings shall be held at the principal executive office of the corporation.



Section 2. ANNUAL MEETING OF STOCKHOLDERS. An annual meeting of stockholders shall be held each year on a date and a time designated by the Board of
Directors. At each annual meeting, directors shall be elected and any other proper business may be transacted.



Section 3. QUORUM. A majority of the voting power of the shares of capital stock issued and outstanding and entitled to vote at any meeting of
stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws. A quorum,



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once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present
may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting power of the shares of capital stock represented in person or by proxy may
adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.



Section 4. ORGANIZATION. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall
announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote.



Section 5. CONDUCT OF MEETINGS. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the
meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe
such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the following: (1) the establishment of an agenda or order of business for the meeting; (2) rules and procedures for maintaining order at the meeting and the safety of those
present; (3) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (4)
restrictions on entry to the meeting after the time fixed for the



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commencement thereof; and (5) limitations on the time allotted to questions or comments by participants. Unless and to
the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.



Section 6. VOTING. When a quorum is present at any meeting, in all matters
other than the election of directors, the vote of the holders of stock having a majority of the voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by
applicable law or regulation, or the Certificate of Incorporation, or these Bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question. Directors shall be elected by a plurality
of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.



Section 7. PROXIES. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or
persons to act for him by proxy, but no proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, only so long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by
delivering a proxy bearing a later date to the Secretary of the corporation. All proxies must be filed with the Secretary of the corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall
have one vote for each share of stock having voting power, registered in his name on the books of the corporation on the record date set by the Board of Directors as provided in Article II, Section 12 hereof.



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Section 8. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose, or purposes, unless
otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Board of Directors, the Chairman of the Board or the President. Such request shall state the purpose or purposes of the proposed meeting. Business
transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.



Section 9. ADJOURNMENTS. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted
at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.



Section 10. NOTICE OF MEETINGS. Whenever
stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.



Section 11. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A
MEETING. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such
stockholders, may not be taken without a meeting.



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Section 12. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.



(1) Nominations of persons for election to the Board of Directors of the
corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the corporations notice of meeting, (b) by or at the direction of the Board of Directors or (c) by
any stockholder of the corporation who was a stockholder of record at the time of giving of notice provided for in this Bylaw, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 12.



(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph (1) of this Bylaw, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation and any such proposed business other than the
nomination of persons for election to the Board must constitute a proper matter for stockholder action. To be timely, a stockholders notice shall be delivered to the Secretary at the principal executive offices of the corporation not later
than one hundred twenty (120) days prior to the first anniversary of the preceding years annual meeting; provided, however, that in the event no annual meeting was held, or the date of the annual meeting is more than thirty (30) days before or
more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth day prior to such annual meeting and not later than the close of
business on the later of the ninetieth day prior to such annual meeting or the tenth day following the earlier of (i) the day on which notice of the meeting was mailed or (ii) the date public announcement of the date of such meeting is first made by
the corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholders notice as described above. In no event
shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholders notice as described above. Such stockholders notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-



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election as a director all information relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the Exchange Act) and Rule 14a-101 thereunder (including
such persons written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, the text of the proposal or
business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment), a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the nomination or proposal is made and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporations books, and of such beneficial owner and (ii)
the class and number of shares of stock of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (III) a representation that the stockholder is a holder of record of stock of the corporation
entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination and (IV) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which
intends (y) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporations outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (z) otherwise to solicit
proxies from stockholders in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the corporation of his or her intention to present a proposal at an
annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such stockholders proposal has been included in a proxy statement that has been prepared by



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the corporation to solicit proxies for such annual meeting. The corporation may require any proposed nominee to furnish
such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the corporation.



(3) Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the
corporations notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporations notice of meeting (i) by or at the
direction of the Board or (ii) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the corporation who is a stockholder of record at the time the notice provided for in this Section 12 is
delivered to the Secretary of the corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 12. In the event the corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporations notice of
meeting, if the stockholders notice required by paragraph (2) of this Section 12 shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the one hundred twenty (120) days prior to such special
meeting and not later than the later of (i) ninety days prior to such special meeting or (ii) ten days following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be
elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholders notice as described above.



(4) (a) Only such persons who are nominated in accordance with
the procedures set forth in this Section 12 shall be eligible to be elected at an annual or special meeting of stockholders of the corporation to serve as directors, and only such business shall be conducted at a



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meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this
Section 12. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (A) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this Section 12 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit,
as the case may be, proxies in support of such stockholders nominee or proposal in compliance with such stockholders representation as required by paragraph (b) of this Section 12) and (B) if any proposed nomination or business was not
made or proposed in compliance with this Section 12, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 12, if the stockholder (or a
qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the corporation to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be
transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation.



(b) For purposes of this Section 12, public announcement shall include disclosure in a press release reported by PRNewswire, Business Wire,
the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.



(5) Notwithstanding the foregoing provisions of this Section 12, a
stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 12. Nothing in this Section 12 shall be deemed to affect
any rights of (a) stockholders to request inclusion of proposals in the Corporations proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) the holders of any series of



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preferred stock of the corporation to elect directors pursuant to any applicable provisions of the Certificate of
Incorporation.



Section 13. FIXING DATE FOR DETERMINATION OF
STOCKHOLDERS OF RECORD. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall,
unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; and (2) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date
is fixed: (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is held; and (b) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.



Section 14. MAINTENANCE AND
INSPECTION OF STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of



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shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.



ARTICLE III



DIRECTORS



Section 1. THE NUMBER OF DIRECTORS. Unless otherwise provided by law or the Certificate of Incorporation, the number of
directors which shall constitute the whole Board of Directors shall be determined from time to time by resolution adopted by the stockholders or by resolution adopted by the affirmative vote of a majority of the directors. The directors need not be
stockholders. Unless otherwise provided by law or the Certificate of Incorporation, the directors shall be elected at the annual meeting of the stockholders, except as provided in Section 6 of this Article, and each director elected shall hold
office until his successor is duly elected and qualified or until such directors earlier death, resignation, disqualification or removal.



Section 2. VACANCIES. Unless otherwise provided by law or the Certificate of Incorporation, vacancies on the Board of Directors by reason of death,
resignation, retirement, disqualification, removal from office or otherwise, and newly created directorships resulting from any increase in the authorized number of directors (other than directors elected by one or more series of preferred stock of
the corporation) may be filled solely by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. The directors so chosen shall hold office until expiration of the term of office of the director so
replaced or until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by law.



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Section 3. POWERS. The property and business of the corporation shall be managed by or under the
direction of its Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by
the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.



Section 4. PLACE OF DIRECTORS MEETINGS. The directors may hold their meetings and have one or more offices, and keep the books of the corporation
outside of the State of Delaware.



Section 5. REGULAR MEETINGS.
Regular meetings of the Board of Directors may be held with or without notice at such time and place as shall from time to time be determined by the Board of Directors.



Section 6. SPECIAL MEETINGS. Notice of the time and place of all special meetings of the Board of Directors shall be given
orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or by other electronic means, during normal
business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting.



Section 7. QUORUM. At all meetings of the Board of Directors, a majority of
the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board
of Directors, except as may be otherwise specifically provided by law, by the Certificate of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.



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Section 8. ACTION WITHOUT MEETING. Unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.



Section 9. TELEPHONIC MEETINGS. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting
can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.



Section 10. COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees,
each such committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.



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Section 11. MINUTES OF COMMITTEE MEETINGS. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.



Section 12. COMPENSATION OF DIRECTORS. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.



ARTICLE IV



OFFICERS



Section 1. OFFICERS. The officers of this corporation shall be chosen by the Board of Directors and shall include a Chairman of the Board of Directors or
a President, or both, and a Secretary. The corporation may also have, at the discretion of the Board of Directors, such other officers as are desired, including a Vice-Chairman of the Board of Directors, a Chief Executive Officer, a Chief Financial
Officer, a Treasurer, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 2 of this ARTICLE IV. In the event there are two
or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of
their rank. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.



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Section 2. ELECTION OF OFFICERS. The Board of Directors, at its first meeting after each annual meeting
of stockholders, shall choose the officers of the corporation.



Section 3. SUBORDINATE OFFICERS. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.



Section 4. COMPENSATION OF OFFICERS. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.



Section 5. TERM OF OFFICE; REMOVAL AND VACANCIES. The officers of the corporation shall hold office until their successors are chosen and qualified or
until their earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. Any officer chosen by the Board of Directors may be removed at any time with or without cause by the affirmative vote of a
majority of the Board of Directors, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be
filled by the Board of Directors.



Section 6. POWERS AND DUTIES
OF OFFICERS. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their
respective offices, subject to control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance his duties.



ARTICLE V



INDEMNIFICATION OF EMPLOYEES AND AGENTS



Subject to the Certificate of Incorporation and applicable law, the corporation shall to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law, as the same may be amended or supplemented, indemnify all of its officers and directors against expenses, losses and



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liabilities sought to be imposed on them for actions or omissions in their capacity as such (including positions as
officers and directors of other corporations or similar positions in non-corporate entities); provided, however, that any obligation to provide a defense shall extend only to the reasonable fees and expenses of a counsel reasonably acceptable to the
corporation, and shall not include the provision of separate counsel for individual officers and directors unless otherwise required by law or by separate written agreement.



ARTICLE VI



CERTIFICATES OF STOCK



Section 1. CERTIFICATES. Every holder of stock of the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by,
the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Secretary or an Assistant Secretary, if any, or the Chief Financial Officer or Treasurer or an Assistant Treasurer of the corporation,
certifying the number of shares represented by the certificate owned by such stockholder in the corporation.



Section 2. SIGNATURES ON CERTIFICATES. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent, or registrar at the date of issue.



Section 3. STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences
and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back
of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise



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provided in section 202 of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements,
there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.



Section 4. LOST CERTIFICATES. The corporation may direct a new certificate or
certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.



Section 5. TRANSFERS OF STOCK. Upon surrender to the corporation, or the transfer agent of the corporation, of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its
books.



Section 6. REGISTERED STOCKHOLDERS. The corporation
shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person,
whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.



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ARTICLE VII



GENERAL PROVISIONS



Section 1. CHECKS. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may
from time to time designate.



Section 2. FISCAL YEAR. The
fiscal year of the corporation shall be fixed by resolution of the Board of Directors.



Section 3. CORPORATE SEAL. The corporate seal shall have inscribed thereon the name of the corporation, and shall be in such form as may be approved from time to time by the Board of Directors.



Section 4. MANNER OF GIVING NOTICE. Whenever, under law or the Certificate of
Incorporation or these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his
address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by
telegram, telecopier, or other means of communication permitted by law.



Section 5. WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors or
members of a committee of directors need be specified in any written waiver of notice.



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ARTICLE VIII



AMENDMENTS



These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors in accordance with the
terms of the Certificate of Incorporation. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by Certificate of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal
Bylaws.



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CERTIFICATE OF SECRETARY



I, the undersigned, do hereby certify:



(1) That I am the duly elected and acting Secretary of SCPIE HOLDINGS INC., a Delaware corporation; and



(2) That the foregoing amended and restated bylaws constitute the bylaws of
said corporation as duly adopted by at a meeting of the Board of Directors on February 26, 2004.



IN WITNESS WHEREOF, I have hereunto subscribed my name this 26thday of February, 2004.



/s/    JOSEPH P. HENKESJoseph P. Henkes Secretary




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