RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                           E. W. BLANCH HOLDINGS, INC.

                               * * * * * * * * * *


         E. W. Blanch Holdings, Inc., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), does hereby certify as
follows:

         1. The name of the Corporation is: E. W. BLANCH HOLDINGS, INC. The date
on which the original Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware was March 1, 1993.

         2. This Restated Certificate of Incorporation restates and amends the
Certificate of Incorporation of the Corporation to provide (a) for a classified
Board of Directors, (b) that a director of the Corporation may only be removed
for cause and only by a vote of the holders of at least fifty percent (50%) of
the outstanding shares of stock of the Corporation entitled to vote in an
election of directors and (c) that the By-Laws of the Corporation may be made,
altered, amended, repealed or rescinded only by a majority of the Board of
Directors of the Corporation or by a vote of the holders of at least eighty
percent (80%) of the outstanding shares of stock of the Corporation entitled to
vote in an election of directors.

         3. The text of the Certificate of Incorporation is amended and restated
hereby to read as herein set forth in full:

         FIRST: The name of the corporation (the "Corporation") is: E. W. BLANCH
HOLDINGS, INC.

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

         THIRD: The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

         FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 40,000,000 shares of all classes of stock. Of such
total number of authorized shares of stock, 30,000,000 shares consist of shares
of Common Stock (the "Common Stock"), $.01 par value per share, and 10,000,000
shares consist of shares of Preferred Stock (the "Preferred Stock"), $.01 par
value per share. Each issued and outstanding share of Common Stock shall entitle
the holder thereof to one vote. The holders of the Common Stock shall have no
preemptive rights to subscribe for any shares of any class of stock of the
Corporation whether now or hereafter authorized.

         The Board of Directors is authorized, subject to limitations prescribed
by law and the provisions of this Article FOURTH, to provide for the issuance of
the shares of Preferred Stock in one or more 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 the qualifications, limitations or restrictions thereof.

         The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:

         (a) The number of shares constituting that series and the distinctive
designation of that series;

         (b) The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;

         (c) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;

         (d) Whether that series shall have conversion privileges, and if so,
the terms and conditions of such conversion, including provision for adjustments
of the conversion rate in such events as the Board of Directors shall determine;

         (e) Whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the date or date
upon or after which they shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under different conditions and at
different redemption dates;

         (f) Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;

         (g) The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the corporation, and
the relative rights of priority, if any, of payment of shares of that series;
and

         (h) Any other relative rights, preferences and limitations of that
series.

         All accrued dividends on outstanding shares of all series of Preferred
Stock shall be paid or declared and set apart for payment and all required
redemptions of all series of Preferred Stock shall be made before (i) any
dividends shall be paid or declared and set apart for payment on the shares of
Common Stock or (ii) any shares of Common Stock shall be purchased or otherwise
acquired by the Corporation.

         The designations, powers, preferences and relative rights of the shares
of each series of Preferred Stock and the qualifications, limitations and
restrictions thereof, may, to the extent permitted by law, be similar to or
differ from those of any other series.

         If upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets available for distribution to holders
of shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series of Preferred
Stock in accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any) payable with respect thereto.

         FIFTH: The name and mailing address of the incorporator is as follows:

         Patricia E. Torrente, Esq.
         Willkie Farr & Gallagher
         One Citicorp Center
         153 East 53rd Street
         New York, New York 10022

         SIXTH: The number of directors constituting the entire Board of
Directors shall be as set forth in the by-laws of Corporation; provided,
however, that the number of directors constituting the entire Board of Directors
shall initially be three (3) until otherwise fixed pursuant to the by-laws. The
name and mailing addresses of the persons who are to serve as directors of the
Corporation until the first annual meeting of stockholders is held (the "Initial
Annual Meeting") or until their successors are elected and qualify are as
follows:

                         Name                   Addresses
                         ----                   ---------
              Edgar W. Blanch, Jr.              3500 West 80th Street
                                                Minneapolis, Minnesota  55431

              Michael W. Cashman, Sr.           3500 West 80th Street
                                                Minneapolis, Minnesota  55431

              Frank S. Wilkinson                3500 West 80th Street
                                                Minneapolis, Minnesota  55431

         SEVENTH: The Board of Directors of the Corporation shall be divided
into three classes, Class I, Class II and Class III, as nearly equal in number
as the total number of directors constituting the entire Board of Directors
permits. The term of one class of directors shall expire each year. Directors of
Class I shall be elected to the Board of Directors for a term expiring at the
Initial Annual Meeting, directors of Class II shall be elected to the Board of
Directors for a term expiring at the next succeeding annual meeting of
stockholders and directors of Class III shall be elected to the Board of
Directors for a term expiring at the second succeeding annual meeting of
stockholders. At each annual meeting of stockholders, the directors chosen to
succeed those whose terms are expiring shall be identified as being of the same
class as the directors whom they succeed and shall be elected for a term
expiring at the time of the third succeeding annual meeting of stockholders, or
thereafter in each case when their respective successors are elected and
qualified.

         Subject to any rights of holders of one or more series of Preferred
Stock to elect directors under certain circumstances, any vacancies in the Board
of Directors for any reason, and any directorships resulting from any increase
in the number of directors, may be filled by the Board of Directors, acting by a
majority of the directors then in office, although less than a quorum, and any
directors so chosen shall hold office until the next election of the class for
which such directors shall have been chosen and in each case until his
respective successor shall be elected and qualified. If the number of directors
constituting the entire Board of Directors is changed, any increase or decrease
shall be apportioned among the classes by resolution of the Board of Directors
so as to maintain the number of directors in each class as nearly equal as
possible, but in no case shall a decrease in the number of directors shorten the
term of any incumbent director.

         EIGHTH: Subject to any rights of holders of one or more series of
Preferred Stock, a director of the Corporation may be removed from office only
for cause and only by vote of the holders of at least fifty percent (50%) of the
outstanding shares of stock of the Corporation entitled to vote in an election
of directors.

         NINTH: The by-laws of the Corporation may be made, altered, amended,
repealed or rescinded only by a majority of the entire Board of Directors or by
the vote of holders of at least eighty percent (80%) of the outstanding shares
of stock of the Corporation entitled to vote in an election of directors.

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

         ELEVENTH: Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special meeting
of stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders.

         TWELFTH: Elections of directors need not be by written ballot.

         THIRTEENTH: (a) The Corporation shall indemnify to the fullest extent
permitted under and in accordance with the laws of the State of Delaware any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, trustee,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

         (b) Expenses (including attorney's fees) incurred in defending any
civil, criminal, administrative or investigative action, suit or proceeding
shall (in the case of any action, suit or proceeding against a director of the
Corporation) or may (in the case of any action, suit or proceeding against an
officer, trustee, employee or agent) be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board upon receipt of an undertaking by or on behalf of the indemnified person
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Paragraph.

         (c) The indemnification and other rights set forth in this Paragraph
shall not be exclusive of any provisions with respect thereto in the by-laws or
any other contract or agreement between the Corporation and any officer,
director, employee or agent of the Corporation.

         (d) Neither the amendment nor repeal of this paragraph 13, subparagraph
(a), (b) or (c), nor the adoption of any provision of this Certificate of
Incorporation inconsistent with this paragraph 13, subparagraph (a), (b) or (c),
shall eliminate or reduce the effect of this paragraph 13, subparagraphs (a),
(b) and (c), in respect of any matter occurring before such amendment, repeal or
adoption of an inconsistent provision or in respect of any cause of action,
suite or claim relating to any such matter which would have given rise to a
right of indemnification or right to receive expenses pursuant to this paragraph
13, subparagraph (a), (b) or (c), if such provision had not been so amended or
repealed or if a provision inconsistent therewith had not been so adopted.

         (e) No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director (A) shall be liable
under Section 174 of the General Corporation Law of the State of Delaware or any
amendment thereto or successor provision thereto, or (B) shall be liable by
reason that, in addition to any and all other requirements for liability, he:

                  (i) shall have breached his duty of loyalty to the Corporation
         or its stockholders;

                  (ii) shall not have acted in good faith or, in failing to act,
         shall not have acted in good faith;

                  (iii) shall have acted in a manner involving intentional
         misconduct or a knowing violation of law or, in failing to act, shall
         have acted in a manner involving intentional misconduct or a knowing
         violation of law; or

                  (iv) shall have derived an improper personal benefit.

         If the General Corporation Law of the State of Delaware is amended
after the date hereof to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so
amended.

         4. This Restated Certificate of Incorporation was duly adopted by
unanimous written consent of the stockholders in accordance with Sections 228,
242 and 245 of the General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed on its behalf by Edgar W. Blanch, Jr., its Chairman of the Board of
Directors and Chief Executive Officer, and attested by Robert M. Benjamin, its
Secretary, on this 15th day of April, 1993.

                                           \s\ Edgar W. Blanch, Jr.
                                           ------------------------------------
                                           Edgar W. Blanch, Jr.
                                           Chairman of the Board of Directors
                                           and Chief Executive Officer


Attest:


\s\ Robert M. Benjamin
------------------------------------
Robert M. Benjamin
Secretary



                           CERTIFICATE OF DESIGNATION
                                       OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                       OF
                           E.W. BLANCH HOLDINGS, INC.


                  The undersigned hereby certifies that the Board of Directors
of E.W. Blanch Holdings, Inc. (the "Corporation"), a corporation organized and
existing under the Delaware General Corporation Law, duly adopted the following
resolution on January 23, 1997:

                  RESOLVED, that a series of preferred stock of the Corporation
is hereby created, and the designation and amount thereof and the relative
rights and preferences of the shares of such series, are as follows:

                  Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Junior Participating Preferred Stock" (the
"Preferred Shares") and the number of shares constituting the Preferred Shares
shall be 300,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors and any necessary shareholder approval;
provided, however, that no decrease shall reduce the number of Preferred Shares
to a number less than the number of shares then outstanding plus the number of
shares reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Preferred Shares.

                  Section 2. Dividends and Distributions.

                  (a) Subject to the rights of the holders of any series of
preferred shares (or any similar stock) ranking prior and superior to the
Preferred Shares with respect to dividends, the holders of Preferred Shares, in
preference to the holders of common shares, par value $.01 per share (the
"Common Shares"), of the Corporation, and of any other junior stock, shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash on
the first day of March, June, September and December in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a Preferred Share or fraction of a Preferred Share, in an amount per share
(rounded to the nearest cent) equal to the greater of (i) $0.01 or (ii) subject
to the provision for adjustment hereinafter set forth, 100 times the aggregate
per share amount of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions, other
than a dividend payable in Common Shares or a subdivision of the outstanding
Common Shares (by reclassification or otherwise), declared on the Common Shares
since the immediately preceding Quarterly Dividend Payment Date or, with respect
to the first Quarterly Dividend Payment Date, since the first issuance of any
Preferred Share or fraction of a Preferred Share. In the event the Corporation
shall at any time after February 7, 1997, declare or pay any dividend on the
Common Shares payable in Common Shares, or effect a subdivision or combination
or consolidation of the outstanding Common Shares (by reclassification or
otherwise) into a greater or lesser number of Common Shares, then in each such
case the amount to which holders of Preferred Shares were entitled immediately
prior to such event under clause (ii) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of Common Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares that were outstanding
immediately prior to such event.

                  (b) The Corporation shall declare a dividend or distribution
on the Preferred Shares as provided in paragraph (a) of this Sectionimmediately
after it declares a dividend or distribution on the Common Shares (other than a
dividend payable in Common Shares or a subdivision of the outstanding Common
Shares); provided that, in the event no dividend or distribution shall have been
declared on the Common Shares during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend
of $0.01 per share on the Preferred Shares shall nevertheless be payable, out of
funds legally available for such purpose, on such subsequent Quarterly Dividend
Payment Date.

                  (c) Dividends shall begin to accrue and be cumulative on
outstanding Preferred Shares from their date of issue. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the Preferred Shares in an
amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of Preferred Shares entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date fixed for the payment
thereof.

                  Section 3. Voting Rights.

                  (a) Subject to the provision for adjustment hereinafter set
forth, each Preferred Share shall entitle the holder thereof to 100 votes on all
matters submitted to a vote of the shareholders of the Corporation. In the event
the Corporation shall at any time after February 7, 1997, declare or pay any
dividend on the Common Shares payable in Common Shares, or effect a subdivision
or combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise) into a greater or lesser number of Common Shares,
then in each such case the number of votes per share to which holders of
Preferred Shares were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of Common Shares outstanding immediately after such event and the denominator of
which is the number of Common Shares that were outstanding immediately prior to
such event.

                  (b) Except as otherwise provided herein or by law, the holders
of Preferred Shares and the holders of Common Shares and any other capital stock
of the Corporation having general voting rights shall vote together as one class
on all matters submitted to a vote of shareholders of the Corporation.

                  (c) Except as set forth herein or required by law, holders of
Preferred Shares shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Shares as set forth herein) for taking any corporate action.

                  Section 4. Certain Restrictions.

                  (a) Whenever quarterly dividends or other dividends or
distributions payable on the Preferred Shares as provided in Section2 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on Preferred Shares outstanding shall
have been paid in full, the Corporation shall not:

                  (i) declare or pay dividends, or make any other distributions,
         on any shares of stock ranking junior (either as to dividends or upon
         liquidation, dissolution or winding up) to the Preferred Shares;

                  (ii) declare or pay dividends, or make any other
         distributions, on any shares of stock ranking on a parity (either as to
         dividends or upon liquidation, dissolution or winding up) with the
         Preferred Shares, except dividends paid ratably on the Preferred Shares
         and all such parity stock on which dividends are payable or in arrears
         in proportion to the total amounts to which the holders of all such
         shares are then entitled;

                  (iii) redeem or purchase or otherwise acquire for
         consideration shares of any stock ranking junior (either as to
         dividends or upon liquidation, dissolution or winding up) to the
         Preferred Shares; provided, however, that the Corporation may at any
         time redeem, purchase or otherwise acquire shares of any such junior
         stock in exchange for shares of any stock of the Corporation ranking
         junior (either as to dividends or upon dissolution, liquidation or
         winding up) to the Preferred Shares; or

                  (iv) redeem or purchase or otherwise acquire for consideration
         any Preferred Shares, or any stock ranking on a parity with the
         Preferred Shares, except in accordance with a purchase offer made in
         writing or by publication (as determined by the Board of Directors) to
         all holders of such shares upon such terms as the Board of Directors,
         after consideration of the respective annual dividend rates and other
         relative rights and preferences of the respective series and classes,
         shall determine in good faith will result in fair and equitable
         treatment among the respective series or classes.

                  (b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (a) of
this Section4, purchase or otherwise acquire such shares at such time and in
such manner.

                  Section 5. Reacquired Shares. Any Preferred Shares purchased
or otherwise acquired by the Corporation in any manner whatsoever shall be
retired and canceled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued shares of preferred
stock and may be reissued as part of a new series of preferred shares subject to
the conditions and restrictions on issuance set forth herein, in the Certificate
of Incorporation, or in any other certificate of designation creating a series
of preferred stock or any similar stock or as otherwise required by law.

                  Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Preferred
Shares unless, prior thereto, the holders of Preferred Shares shall have
received the greater of (i) $100 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment, or (ii) an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 100 times the aggregate amount to
be distributed per share to holders of Common Shares, or (2) to the holders of
stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Preferred Shares, except distributions made
ratably on the Preferred Shares and all such parity stock in proportion to the
total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Corporation shall at
any time after February 7, 1997, declare or pay any dividend on the Common
Shares payable in shares of Common Shares, or effect a subdivision or
combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise) into a greater or lesser number of Common Shares,
then in each such case the aggregate amount to which holders of shares of
Preferred Shares were entitled immediately prior to such event under clause
(1)(ii) of the preceding sentence shall be adjusted by multiplying such amount
by a fraction the numerator of which is the number of Common Shares outstanding
immediately after such event and the denominator of which is the number of
Common Shares that were outstanding immediately prior to such event.

                  Section 7. Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the Common Shares are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each Preferred
Share shall at the same time be similarly exchanged or changed into an amount
per share, subject to the provision for adjustment hereinafter set forth, equal
to 100 times the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
Common Share is changed or exchanged. In the event the Corporation shall at any
time after February7, 1997, declare or pay any dividend on the Common Shares
payable in Common Shares, or effect a subdivision or combination or
consolidation of the outstanding Common Shares (by reclassification or
otherwise) into a greater or lesser number of Common Shares, then in each such
case the amount set forth in the preceding sentence with respect to the exchange
or change of Preferred Shares shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of Common Shares outstanding
immediately after such event and the denominator of which is the number of
Common Shares that were outstanding immediately prior to such event.

                  Section 8. No Redemption. The Preferred Shares shall not be
redeemable.

                  Section 9. Rank. The Preferred Shares shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all other
series of the Corporation's preferred stock.

                  Section 10. Fractional Shares. Preferred Shares may be issued
in fractions of a share which are integral multiples of one one-hundredth of a
share which shall entitle the holder, in proportion to such holder's fractional
shares, to receive dividends, participate in distributions and to have the
benefit of all other rights of holders of Preferred Shares.

                  Section 11. Amendment. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or rights of the Preferred Shares so as to affect
them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding Preferred Shares, voting together as a single
class.

                  IN WITNESS WHEREOF, I have subscribed my name this ___ day of
_________, 1997.



                                          E.W. BLANCH HOLDINGS, INC.


                                          By  _________________________________

                                              Its  ____________________________