<PAGE>
 
                     Restated Certificate Of Incorporation
                                      Of
                            The Centris Group, Inc.
                     (Formerly U.S. Facilities Corporation
               and originally incorporated as U S HOLDINGS INC.
                                 on June 18, 1982)

                     ____________________________________


          FIRST:  The name of the Corporation is The Centris Group, Inc.
(hereinafter sometimes referred to as the "Corporation").

          SECOND:  The address of the registered office of the Corporation in
the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle.  The name of the registered agent at
that address is The Corporation Trust Company.

          THIRD:  The purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of Delaware.

          FOURTH:

    A. The total number of shares of all classes of stock which the Corporation
shall have authority to issue is forty-five million (45,000,000), consisting of:
       (1) Five million (5,000,000) shares of Preferred Stock, par value one
cent ($.01) per share (the "Preferred Stock"); and
       (2) Forty million (40,000,000) shares of Common Stock, par value one cent
($.01) per share (the "Common Stock").

<PAGE>
 
    B. The board of directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred Stock
in series, and by filing a certificate pursuant to the applicable law of the
State of Delaware, to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers, preferences
and rights of the shares of each such series and any qualifications, limitations
or restrictions thereof.  The number of authorized shares of Preferred Stock may
be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holdings of a majority of the Common
Stock, without a vote of the holders of the Preferred Stock, or of any series
thereof, unless a vote of any such holders is required pursuant to the
certificate or certificates establishing the series of Preferred Stock.

          FIFTH:  The following provisions are inserted for the management of
the business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

    A. The business and affairs of the Corporation shall be managed by or under
the direction of the board of directors.  In addition to the powers and
authority expressly conferred upon them by statute or by this Restated
Certificate of Incorporation or the by-laws of the Corporations, the directors
are hereby empowered to exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation.

    B. The directors of the Corporation need not be elected by written ballot
unless the by-laws so provide.

    C. Special meetings of stockholders of the Corporation may be called only by
the board of directors pursuant to a resolution adopted by a majority of the
directors then in office.  Special meetings of stockholders may not be called by
the stockholders.

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<PAGE>
 
          SIXTH:

    A. The number of directors shall be fixed from time to time exclusively by
the board of directors pursuant to a resolution adopted by a majority of the
directors then in office.  The directors shall be divided into three classes, as
nearly equal in number as reasonably possible, with the term of office of the
first class to expire at the 1987 annual meeting of stockholders, the term of
office of the second class to expire at the 1988 annual meeting of stockholders
and the term of office of the third class to expire at the 1989 annual meeting
of stockholders.  At each annual meeting of stockholders following such initial
classification and election, directors elected to succeed those directors whose
terms expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election.

    B. Subject to the rights of the holders of any series of Preferred Stock
then outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the board of directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the directors
then in office, though less than a quorum, and directors so chosen shall hold
office for a term expiring at the annual meeting of stockholders at which the
term of office of the class to which they have been elected expires.  No
decrease in the number of directors constituting the board of directors shall
shorten the term of any incumbent director.

    C. Subject to the rights of the holders of any series of Preferred Stock
then outstanding, any directors, or the entire board of directors, may be
removed from office at any time, with or without cause, by the affirmative vote
of the holders of at least 66-2/3 percent of the voting power of all of the
then-outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class.

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<PAGE>
 
          SEVENTH:  The board of directors is expressly empowered to adopt,
amend or repeal by-laws of the Corporation.  The stockholders shall also have
power to adopt, amend or repeal the by-laws of the Corporation.  In addition to
any vote of the holders of any class or series of stock of this Corporation
required by law or by this Restated Certificate of Incorporation of the
Corporation, the affirmative vote of the holders of at least 66-2/3 percent of
the voting power of all of the then-outstanding shares of the capital stock of
the Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to adopt, amend or repeal any
provisions of the by-laws of the Corporation.

          EIGHTH:  The stockholder vote required to approve Business
Combinations (as hereinafter defined) shall be as set forth in this Article
EIGHTH.

    A. (1)  Except as otherwise expressly provided in section B. of this Article
EIGHTH:

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

          (ii) 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 (as hereinafter defined) of $10,000,000 or more; or

          (iii) The issuance or transfer by the Corporation of any Subsidiary
    (in one transaction or a series of transactions) of any securities of the
    Corporation or any Subsidiary to any 

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<PAGE>
 
    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 $10,000,000 or more; or

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

          (v) 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 other
    transaction (whether or not with or into or otherwise involving any
    Interested Stockholder) which has the effect, directly or indirectly, of
    increasing the proportionate share of the outstanding shares of any class of
    equity or convertible securities of the Corporation or any Subsidiary which
    is directly or indirectly owned by any Interested Stockholder or any
    Affiliate of any Interested Stockholder

shall require the affirmative vote of the holders of at least 66-2/3 percent of
the voting power of all of the then-outstanding shares of the capital stock of
the Corporation entitled to vote generally in the election of directors
(hereinafter in this Article EIGHTH referred to as the "Voting Stock"), voting
together as a single class (it being understood that, for purposes of this
Article EIGHTH, each share of the Voting Stock shall have the number of votes
granted to it pursuant to Article FOURTH of this Restated Certificate of
Incorporation or any designation of the rights, powers and preferences of any
class or series of Preferred Stock made pursuant to said Article FOURTH [a
"Preferred Stock Designation"]). Such affirmative vote shall be required
notwithstanding any other provisions of this Restated Certificate of
Incorporation or any provision of law or of any agreement with any national
securities exchange which might otherwise permit a lesser vote or no 

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<PAGE>
 
vote, but such affirmative vote shall be required in addition to any affirmative
vote of the holders of any particular class or series of the Voting Stock
required by law, this Restated Certificate of Incorporation or any Preferred
Stock Designation.

       (2) The term "Business Combination" as used in this Article EIGHTH shall
mean any transaction which is referred to in any one or more of subparagraphs
(i) through (v) of paragraph (1) of this section A.

    B. The provisions of section A. of this Article EIGHTH shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote as is required by law, any other
provision of this Restated Certificate of Incorporation of the Corporation, any
Preferred Stock Designation or any agreement with any national securities
exchange, if, in the case of a Business Combination that does not involve any
cash or other consideration being received by the stockholders of the
Corporation, solely in their respective capacities as stockholders of the
Corporation, the condition specified in the following paragraph (1) is met, or,
in the case of any other Business Combination, the conditions specified in
either of the following paragraphs (1) or (2) are met:

       (1) The Business Combination shall have been approved by two-thirds of
the Continuing Directors (as hereinafter defined), it being understood that this
condition shall not be capable of satisfaction unless there is at least one
Continuing Director.

       (2) All of the following conditions shall have been met:

          (i) The consideration to be received by holders of shares of a
    particular class of outstanding Voting Stock shall be in cash or in the same
    form as the Interested Stockholder has paid for shares of such class of
    Voting Stock within the two-year period ending on and including the date on
    which the Interested Stockholder became an Interested Stockholder (the
    "Determination Date"). If, within such two-year period, the Interested
    Stockholder has 

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<PAGE>
 
    paid for shares of any class of Voting Stock with varying forms of
    consideration, the form of consideration to be received per share by holders
    of shares of such class of Voting Stock shall be either cash or the form
    used to acquire the largest number of shares of such class of Voting Stock
    acquired by the Interested Stockholder within such two-year period.

          (ii) The aggregate amount of (x) the cash and (y) the Fair Market
    Value, as of the date (the "Consummation Date") of the consummation of the
    Business Combination, of the consideration other than cash to be received
    per share by holders of Common Stock in such Business Combination shall be
    at least equal to the higher of the following (it being intended that the
    requirements of this paragraph (2)(ii) shall be required to be met with
    respect to all shares of Common Stock outstanding whether or not the
    Interested Stockholder has previously acquired any shares of Common Stock):

            (a) (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 Common Stock acquired by it
    within the two-year period immediately prior to the date of the first public
    announcement of the proposal of the Business Combination (the "Announcement
    Date") or in the transaction in which it became an Interested Stockholder,
    whichever is higher, plus interest compounded annually from the
    Determination Date through the Consummation Date at the prime rate of
    interest of such bank headquartered in the City of Los Angeles, California,
    as may be selected by the Continuing Directors from time to time in effect,
    less the aggregate amount of any cash dividends paid, and the Fair Market
    Value of any dividends paid in other than cash, on each share of Common
    Stock from the Determination Date through the Consummation Date in an amount
    up to, but not exceeding, the amount of interest so payable per share of
    Common Stock; or

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<PAGE>
 
            (b) The Fair Market Value per share of Common Stock on the
    Announcement Date.

          (iii)  The aggregate amount of (x) the cash and (y) the Fair Market
    Value, as of the Consummation Date, of the consideration other than cash to
    be received per share by holders of shares of any class, other than Common
    Stock, of outstanding Voting Stock shall be at least equal to the highest of
    the following (it being intended that the requirements of this paragraph
    (2)(iii) shall be required to be met with respect to every such class of
    outstanding Voting Stock, whether or not the Interested Stockholder has
    previously acquired any shares of a particular class of Voting Stock):

            (a) (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 Voting Stock
    acquired by it within the two-year period immediately prior to the
    Announcement Date or in the transaction in which it became an Interested
    Stockholder, whichever is higher, plus interest compounded annually from the
    Determination Date through the Consummation Date at the prime rate of
    interest of such major bank headquartered in the City of Los Angeles as may
    be selected by the Continuing Directors from time to time in effect, less
    the aggregate amount of any cash dividends paid, and the Fair Market Value
    of any dividends paid in other than cash, on each share of such class of
    Voting Stock from the Determination Date through the Consummation Date in an
    amount up to, but not exceeding, the amount of interest so payable per share
    of such class of Voting Stock; or

            (b) The Fair Market Value per share of such class of Voting Stock on
    the Announcement Date; or

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<PAGE>
 
            (c) The highest preferential amount per share to which the holders
    of shares of such class of Voting Stock are entitled in the event of any
    voluntary or involuntary liquidation, dissolution or winding up of the
    Corporation.

          (iv) After such Interested Stockholder has become an Interested
    Stockholder and prior to the consummation of such Business Combination:  (a)
    except as approved by a majority of the Continuing Directors, there shall
    have been no failure to declare and pay at the regular date therefor any
    full quarterly dividends (whether or not cumulative) on any outstanding
    Preferred Stock; (b) there shall have been (I) no reduction in the annual
    rate of dividends paid on the Common Stock (except as necessary to reflect
    any subdivision of the Common Stock), except as approved by a majority of
    the Continuing Directors, and (II) an 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 Common Stock, unless the failure so to increase such annual
    rate is approved by a majority of the Continuing Directors; and (c) such
    Interested Stockholder shall have not become the beneficial owner of any
    additional shares of Voting Stock except as part of the transaction which
    results in such Interested Stockholder becoming an Interested Stockholder.

          (v) After such Interested Stockholder has become an Interested
    Stockholder, such Interested Stockholder shall not have received the
    benefit, directly or indirectly (except proportionately, solely in such
    Interested Stockholder's capacity as a stockholder of the Corporation), 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.

                                      -9-
<PAGE>
 
          (vi) 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 30 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 subsequent
    provisions).

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<PAGE>
 
    C. For the purposes of this Article EIGHTH:

       (1) A "person" shall mean any individual, firm, corporation or other
entity.

       (2) "Interested Stockholder" shall mean any person (other than the
Corporation or any Subsidiary) or which:

          (i) Is the beneficial owner, directly or indirectly, of more than 10
    percent of the voting power of the outstanding Voting Stock; or

          (ii) Is an Affiliate of the Corporation and at any time within the
    two-year period immediately prior to the date in question was the beneficial
    owner, directly or indirectly, of 10 percent or more of the voting power of
    the then-outstanding Voting Stock; or

          (iii)  Is an assignee of or has otherwise succeeded to any shares of
    Voting Stock which were at any time within the two-year period immediately
    prior to the date in question beneficially owned by any 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.

       (3) A person shall be a "beneficial owner" of any Voting Stock:

          (i) Which such person or any of its Affiliates or Associates (as
    hereinafter defined) beneficially owns, directly or indirectly; or

          (ii) Which such person or any of its Affiliates or Associates has (a)
    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 (b) the right to vote pursuant to any
    agreement, arrangement or understanding; or

          (iii) Which are 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

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<PAGE>
 
    understanding for the purpose of acquiring, holding, voting or disposing
    of any shares of Voting Stock.

       (4) For the purposes of determining whether a person is an Interested
Stockholder pursuant to paragraph (2) of this section C., the number of shares
of Voting Stock deemed to be outstanding shall include shares deemed owned
through application of paragraph (3) of this section C., but shall not include
any other shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.

       (5) "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect on January 1, 1986.

       (6) "Subsidiary" means any corporation of which a majority of any class
of equity security is owned, directly or indirectly, by the Corporation;
provided, however, that for the purposes of the definition of Interested
Stockholder set forth in paragraph (2) of this section C., the term "Subsidiary"
shall mean only a corporation of which a majority of each class of equity
security is owned, directly or indirectly, by the Corporation.

       (7) "Continuing Director" means any member of the board of directors of
the Corporation (the "Board") who is unaffiliated with 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 Continuing
Director who is unaffiliated with the Interested Stockholder and is recommended
to succeed a Continuing Director by a majority of Continuing Directors then on
the Board.

       (8) "Fair Market Value" means:  (i) in the case of stock, the highest
closing sale price during the 30-day period immediately preceding the date in
question of a share of such stock on 

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<PAGE>
 
the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock
is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such
stock is not listed on such Exchange, 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
30-day period preceding the date in question on the National Association of
Securities Dealers, Inc. Automated Quotations System or any system then in use,
or, if no such quotations are available, the fair market value on the date in
question of a share of such stock as determined by the Board in good faith; and
(ii) in the case of property other than cash or stock, the fair market value of
such property on the date in question as determined by the Board in good faith.

       (9) In the event of any Business Combination in which the Corporation
survives, the phrase "consideration other than cash to be received" as used in
paragraphs (2)(ii) and (2)(iii) of section B. of this Article EIGHTH shall
include the shares of Common Stock and/or the shares of any other class of
outstanding Voting Stock retained by the holders of such shares.

    D. A majority of the directors then in office shall have the power and duty
to determine, on the basis of information known to them after reasonable
inquiry, all facts necessary to determine compliance with this Article EIGHTH,
including, without limitation:  (i) whether a person is an Interested
Stockholder, (2) the number of shares of Voting Stock beneficially owned by any
person, (3) whether a person is an Affiliate or Associate of another, (4)
whether the applicable conditions set forth in paragraph (2) of section B. have
been met with respect to any Business Combination, and (5) whether the assets
which are the subject of any Business Combination referred to in paragraph
(1)(ii) of section A. have, or the consideration to be received for the issuance
or transfer of securities by the Corporation or any Subsidiary in any Business
Combination referred to in paragraph (1)(iii) of section A. has, an aggregate
Fair Market Value of $10,000,000 or more.

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<PAGE>
 
    E. Nothing contained in this Article EIGHTH shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by law.

          NINTH:

    A. Each person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative ("proceeding"), by reason of the fact
that he or she, or a person of whom he or she is the legal representative, is or
was a director or officer of this Corporation or is or was serving at the
request of this Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged activity in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by this
Corporation to the fullest extent authorized by the General Corporation Law of
Delaware, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits this
Corporation to provide broader indemnification rights than said Law permitted
this Corporation to provide prior to such amendment) against all expenses,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection with any such proceeding and
such indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his or
her heirs, executors and administrators; provided, however, that this
Corporation shall indemnify any such person seeking indemnity in connection with
a proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the board of directors of this Corporation.
Such right shall be a

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<PAGE>
 
contract right and shall include the right to be paid by this Corporation
expenses incurred in defending any such proceeding in advance of its final
disposition; provided however, that if the Delaware General Corporation Law
requires the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of such proceeding, it shall be made only upon delivery
to this Corporation of an undertaking, by or on behalf of such director or
officer, to repay all amounts so advanced if it should be determined ultimately
that such director or officer is not entitled to be indemnified under this
Article or otherwise.

    B. If a claim under section A. is not paid in full by this Corporation
within ninety (90) days after a written claim has been received by this
Corporation, the claimant may at any time thereafter institute a proceeding
against this Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such proceeding.  It shall be a defense to any such
proceeding (other than a proceeding brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any, has been tendered to this Corporation) that

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<PAGE>

the claimant has not met the standards of conduct which make it permissible
under the General Corporation Law of Delaware for this Corporation to indemnify
the claimant for the amount claimed, but the burden of proving such defense
shall be on this Corporation. Neither the failure of this Corporation (including
its board of directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such proceeding that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the General Corporation
Law of Delaware, nor an actual determination by this Corporation (including its
board of directors, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the proceeding or create a presumption that claimant has not met the applicable
standard of conduct.

    C. The rights conferred on any person by sections A. and B. shall not be
exclusive of any other right which such person may have or hereafter acquire
under any statute, provision of this Restated Certificate of Incorporation, by-
law of this Corporation, agreement, vote of stockholders or disinterested
directors or otherwise.

    D. This Corporation may maintain insurance, at its expense, to protect
itself and any such director, officer, employee or agent of this Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not this Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

          TENTH:  A director of this 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 (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

          Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

          ELEVENTH:  The Corporation reserves the right to amend or repeal any
provision contained in this restated Certificate of Incorporation in the manner
prescribed by the laws of the State of 

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<PAGE>
 
Delaware and all rights conferred upon stockholders are granted subject to this
reservation; provided, however, that, notwithstanding any other provision of
this Restated Certificate of Incorporation or any provision of law which might
otherwise permit a lesser vote or no vote, but in addition to any vote of the
holders of any class or series of the stock of this Corporation required by law,
by this Restated Certificate of Incorporation or any certificate of designation
filed with the Delaware Secretary of State pursuant to Article FOURTH hereof,
the affirmative vote of the holders of at least 66-2/3 percent of the voting
power of all of the then-outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to amend or repeal this Article
ELEVENTH, Article SIXTH, Article SEVENTH, Article EIGHTH or Article NINTH.

    In Witness Whereof, this Restated Certificate of Incorporation, having been
duly adopted by the board of directors of The Centris Group, Inc. in accordance
with section 245 of the General Corporation Law of Delaware, restates and
integrates and does not further amend the provisions of the Corporation's
Certificate of Incorporation as heretofore amended or supplemented, and there is
no discrepancy between those provisions and the provisions of this Restated
Certificate of Incorporation, and has been executed by David L. Cargile, its
President, and attested by Jose A. Velasco, its Secretary, this 25th day of
March, 1998.

                                         THE CENTRIS GROUP, INC.


 
                                         By /s/ DAVID L. CARGILE
                                         -----------------------
                                         DAVID L. CARGILE, President
Attest:

/s/JOSE A. VELASCO
----------------------------
JOSE A. VELASCO, Secretary

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