<PAGE>
 
                                 EXHIBIT 3.01

                                   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.


                                      II.

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


                                     III.

     The Corporation shall have perpetual duration.


                                      IV.

     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.

                                      V.

     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:

     A.   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").
<PAGE>
 
     B.   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").

                                      VI.

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

     A.   VOTING.
          ------ 

          1.   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.

          2.   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.

                                       2
<PAGE>
 
     B.   DIVIDENDS.
          --------- 

          1.   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

                                       3
<PAGE>
 
     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.

          2.   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.

     C.   PREEMPTIVE RIGHTS.
          ----------------- 

          1.   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.

          2.   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.

          3.   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

                                       4
<PAGE>
 
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").

     D.   BOARD OF DIRECTORS.
          ------------------ 

          1.   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.

          2.   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.

          3.     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.

                                       5
<PAGE>
 
          4.   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.

     E.   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:

                                       6
<PAGE>
 
          1.   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.

          2.   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.

     F.   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.

          1.   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.

          2.   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

                                       7
<PAGE>
 
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.

          3.   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.

          4.   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.

     G.   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:

          1.   amend its Articles of Incorporation in a manner that would
require the approval of the holders of Preferred Stock under O.C.G.A. (S)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

          2.   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

          3.   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

          4.   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

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

                                       8
<PAGE>
 
          6.   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.

     H.   CONVERSION RIGHTS OF PREFERRED STOCK.  Shares of Preferred Stock are
          ------------------------------------                                
convertible into shares of Common Stock as follows:

          1.   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).

          2.   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).

          3.   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.

          4.   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 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.

                                       9
<PAGE>
 
                                     VII.

     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.


                                     VII.

     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.


                                      IX.

     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.

                                       X.

     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 . (S)14-2-1003, and all other applicable laws.
None of the holders of shares was entitled to vote as a class thereon.

                                       10
<PAGE>
 
                                      XI.

     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:   /s/ Bruce C. Coles                  
                                    ------------------                         
                                    Bruce  C. Coles
                                    Chairman, CEO and President


Attested by:     /s/ Darryl B. Segraves
                 ------------------------------
                 Darryl B. Segraves
                 Secretary

                                       11