Commonwealth of Pennsylvania
                               Department of State
               To All to Whom These Presents Shall Come, Greeting:

     Whereas, In and by Article VIII of the Business Corporation Law, approved
the fifth day of May, Anno Domini one thousand nine hundred and thirty-three,
P.L. 364, as amended, the Department of State is authorized and required to
issue a

                           CERTIFICATE OF AMENDMENT

evidencing the amendment and restatement of the Articles of Incorporation in
their entirety of a business corporation organized under or subject to the
provisions of that Law; and

     Whereas, The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by

                    PENNSYLVANIA MANUFACTURERS CORPORATION

     Henceforth The "Articles," as defined in Article I of the Business
Corporation Law, shall not include any prior documents;

     Therefore, Know Ye, That subject to the Constitution of this Commonwealth
and under authority of the Business Corporation Law, I do by these presents,
which I have caused to be Sealed with the Great Seal of the Commonwealth, extend
the rights and powers of the corporation named above, in accordance with the
terms and provisions of the Articles of Amendment presented by it to the
Department of State, with full power and authority to use and enjoy such rights
and powers, subject to all the provisions and restrictions of the Business
Corporation Law and all other applicable laws of this Commonwealth.

     Given under my Hand and the Great Seal of the Commonwealth, at the City of
Harrisburg, this 7th day of May in the year of our Lord one thousand nine
hundred and eighty seven and of the Commonwealth the two hundred eleventh,


/s/ James J. Hagerty
- -----------------------------
Secretary of the Commonwealth
<PAGE>

                         COMMONWEALTH OF PENNSYLVANIA
                              DEPARTMENT OF STATE
                              CORPORATION BUREAU


APPLICANT'S ACCT. NO.                          Filed this day of May 07 1987
DSCB: BCL-806 (REV. 8-72)                      Commonwealth of Pennsylvania
                              Department of State
                             /s/ James J. Hagerty
                         Secretary of the Commonwealth
                            (Box for Certification)

Articles of
Amendment--
Domestic Business Corporation


In compliance with the requirements of section 806 of the Business Corporation
Law, act of May 5, 1933 (P.L.364) (15 P.S. SS.1806), the undersigned
corporation, desiring to amend its Articles, does hereby certify that:

1. The name of the corporation is:

 Pennsylvania Manufacturers Corporation

2. The location of its registered office in this Commonwealth is (the Department
of State is hereby authorized to correct the following statement to conform to
the records of the Department):

                            1021 West Eighth Avenue
                            -----------------------
                               (NUMBER) (STREET)

      King of Prussia                   Pennsylvania               19406
     --------------------------------------------------------------------
      (CITY)                                                  (ZIP CODE)

3. The statute by or under which it was incorporated is:

 Act of May 5, 1933, P.L. 364, as amended

4. The date of its incorporation is: February 23, 1982

5. (Check, and if appropriate, complete one of the following):

 /X/ The meeting of the shareholders of the corporation at which the amendment
was adopted was held at the time and place and pursuant to the kind and period
of notice herein stated.

 Time: The 27th day of April, 1987

 Place: 925 Chestnut Street, Philadelphia, PA

 Kind and period of notice Written notice (Proxy Statement); 30 days

 / / The amendment was adopted by a consent in writing, setting forth the action
so taken, signed by all of the shareholders entitled to vote thereon and filed
with the Secretary of the corporation.

6.   At the time of the action of shareholders:

     (a)  The total number of shares outstanding was:
          797,476 shares

     (b)  The number of shares entitled to vote was:
          797,476 shares
<PAGE>

7.   In the action taken by the shareholders:

     (a)  The number of shares voted in favor of the amendment was:
          699,557 shares

     (b)  The number of shares voted against the amendment was:
          -0 against; 10,000 abstained

8. The amendment adopted by the shareholders, set forth in full, is as follows:

 See Exhibit A attached and incorporated by reference herein for the text of the
Amended and Restated Articles of Incorporation of the Corporation.


IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be signed by a duly authorized officer and its corporate seal, duly
attested by another such officer, to be hereunto affixed this 27th day of April,
1987.

                    PENNSYLVANIA MANUFACTURERS CORPORATION
                    --------------------------------------
                             (NAME OF CORPORATION)
Attest:

By: /s/ David L. Johnson                  By: /s/ Frederick W. Anton
    -------------------------------           ---------------------------------
     (SIGNATURE)                                   (SIGNATURE)

David L. Johnson, Secretary               Frederick W. Anton, III, President
- -----------------------------------       ----------------------------------
  (TITLE; SECRETARY,                             (TITLE; PRESIDENT,
ASSISTANT SECRETARY, ETC.)                        VICE PRESIDENT, ETC.)


(CORPORATE SEAL)


INSTRUCTIONS FOR COMPLETION OF FORM

A.   Any necessary copies of Form DSCB:17.2 (Consent to Appropriation of Name)
     or Form DSCB: 17.3 (Consent to Use of Similar Name) shall accompany
     Articles of Amendment effecting a change of name.

B.   Any necessary governmental approvals shall accompany this form.

C.   Where action is taken by partial written consent pursuant to the Articles,
     the second alternate of Paragraph 5 should be modified accordingly.

D.   If the shares of any class were entitled to vote as a class, the number of
     shares of each class so entitled and the number of shares of all other
     classes entitled to vote should be set forth in Paragraph 6(b).

E.   If the shares of any class were entitled to vote as a class, the number of
     shares of such class and the number of shares of all other classes voted
     for and against such amendment respectively should be set forth in
     Paragraphs 7(a) and 7(b).

F.   BCL Section 807 (15 P.S. Section 1807) requires that the corporation shall
     advertise its intention to file or the filing of Articles of Amendment.
     Proof of publication of such advertising should not be delivered to the
     Department, but should be filed with the minutes of the corporation.
<PAGE>

                    EXHIBIT A

  RESOLVED that, the Articles of Incorporation of Pennsylvania Manufacturers
Corporation shall be amended and restated in their entirety as follows:

         AMENDED AND RESTATED ARTICLES OF INCORPORATION

     1. The name of the Corporation is Pennsylvania Manufacturers Corporation.

     2. The location and post office address of the registered office of the
Corporation in this Commonwealth is 1021 West Eighth Avenue, King of Prussia,
Pennsylvania 19406.

     3. The Corporation is incorporated under the Business Corporation Law of
the Commonwealth of Pennsylvania for the following purpose or purposes: The
Corporation shall have unlimited power to engage in and to do any or all lawful
business for which corporations may be incorporated under the Act of Assembly
approved May 5, 1933, P.S. 364, as amended, under which Act the Corporation is
incorporated, including, without limitation of the foregoing, the power to
manufacture, buy, sell, trade and generally deal in products, merchandise, goods
and articles of any kind and description whatsoever.

     4. The term for which the Corporation is to exist is perpetual.

     5. The aggregate number of shares which the Corporation shall have the
authority to issue is: Two Million (2,000,000) shares of Common Stock, $5.00 par
value per share (the "Common Stock"), and Two Million (2,000,000) shares of
Class A Common Stock, $5.00 par value per share (the "Class A Common Stock").

     A. Voting Rights and Powers. Except as otherwise required by the
Pennsylvania Business Corporation Law or as otherwise provided in these Articles
of Incorporation or the By-laws of the Corporation, with respect to all matters
upon which shareholders are entitled to vote or to which shareholders are
entitled to give consent, the holders of the outstanding shares of the Common
Stock and the holders of any outstanding shares of the Class A Common Stock
shall vote together without regard to class, and every holder of the outstanding
shares of the Common Stock shall be entitled to cast thereon ten (10) votes in
person or by proxy for each share of the Common Stock standing in his name, and
every holder of any outstanding shares of the Class A Common Stock shall be
entitled to cast thereon one (1) vote in person or by proxy for each share of
the Class A Common Stock standing in his name. In all elections for directors,
each shareholder is entitled to cumulate his votes. With respect to any proposed
amendment to these Articles of Incorporation which would increase or decrease
the number of authorized shares of either the Common Stock or the Class A Common
Stock, increase or decrease the par value of the shares of the Common Stock or
the Class A Common Stock, or alter or change the powers, preferences, relative
voting power or special rights of the shares of the Common Stock or the Class A
Common Stock so as to affect it adversely, the approval of a majority of the
votes entitled to be cast by the holders of the class affected by the proposed
amendment, voting separately as a class, shall be obtained in addition to the
approval of a majority of the votes entitled to be cast by the holders of the
Common Stock and the Class A Common Stock voting together without regard to
class as hereinbefore provided.
<PAGE>

     B. Dividends and Distributions.

     (a) Cash Dividends. At any time shares of the Class A Common Stock are
outstanding, as and when cash dividends may be declared by the Board of
Directors, the cash dividend payable on shares of the Class A Common Stock shall
in all cases be at least ten percent (10%) higher on a per share basis than the
cash dividend payable on shares of the Common Stock.

     (b) Other Dividends and Distributions. Each share of the Common Stock and
each share of the Class A Common Stock shall be equal in respect of rights to
dividends (other than cash) and distributions, when and as declared, in the form
of stock or other property of the Corporation, except that in the case of
dividends or other distributions payable in stock of the Corporation, including
distributions pursuant to stock split-ups or divisions, which occur after the
date shares of the Class A Common Stock are first issued by the Corporation,
only shares of the Common Stock shall be distributed with respect to the Common
Stock and only shares of Class A Common Stock shall be distributed with respect
to Class A Common Stock.

     C. Other Rights. Except as otherwise required by the Pennsylvania Business
Corporation Law or as otherwise provided in these Articles of Incorporation,
each share of the Common Stock and each share of Class A Common Stock shall have
identical powers, preferences and rights, including rights in liquidation.

     D. Conversion of the Common Stock. Each share of Common Stock may at any
time be converted at the election of the holder thereof into one fully paid and
nonassessable share of Class A Common Stock. Any holder of shares of Common
Stock may elect to convert any or all of such shares at one time or at various
times in such holder's discretion. Such right shall be exercised by the
surrender of the certificate representing each share of Common Stock to be
converted to the agent for the registration for transfer of shares of Common
Stock at its office, or to the Corporation at its principal executive offices,
accompanied by a written notice of the election by the holder thereof to convert
and (if so required by the transfer agent or by the Corporation) by instruments
of transfer, in form satisfactory to the transfer agent and to the Corporation,
duly executed by such holder of his duly authorized attorney. The issuance of a
certificate or certificates for shares of Class A Common Stock upon conversion
of shares of Common Stock shall be made without charge for any stamp or other
similar tax in respect of such issuance. However, if any such certificate or
certificates is or are to be issued in a name other than that of the holder of
the share or shares of Common Stock converted, the person or persons requesting
the issuance thereof shall pay to the transfer agent or to the Corporation the
amount of any tax which may be payable in respect of any such transfer, or shall
establish to the satisfaction of the transfer agent or of the Corporation that
such tax has been paid. As promptly as practicable after the surrender for
conversion of a certificate or certificates representing shares of Common Stock
and the payment of any tax as hereinbefore provided, the Corporation will
deliver or cause to be delivered at the office of the transfer agent to, or upon
the written order of, the holder of such certificate or certificates, a
certificate or certificates representing the number of shares of Class A Common
Stock issuable upon such conversion, issued in such name or names as such holder
may direct. Such conversion shall be irrevocable and shall be deemed to have
been made immediately prior to the close of business on the date of the
surrender of the certificate or certificates representing shares of Common Stock
(if on such date the transfer books of the Corporation shall be closed, then
immediately prior to the close of business on the first date thereafter that
said books shall be open), and all rights of


                                      A-2
<PAGE>

such holder arising from ownership of such shares of Common Stock shall cease at
such time, and the person or persons in whose name or names the certificate or
certificates representing shares of Class A Common Stock are to be issued shall
be treated for all purposes as having become the record holder or holders of
such shares of Class A Common Stock at such time and shall have and may exercise
all the rights and powers appertaining thereto. No adjustments in respect of
past cash dividends shall be made upon the conversion of any share of Common
Stock; provided, however, that if any shares of Common Stock shall be converted
subsequent to the record date for the payment of a cash or stock dividend or
other distribution on shares of Common Stock but prior to such payment, the
registered holder of such shares at the close of business on such record date
shall be entitled to receive the cash or stock dividend or the distribution
payable to holders of the Common Stock. The Corporation shall at all times
reserve and keep available, solely for the purpose of issue upon conversion of
outstanding shares of Common Stock, such number of shares of Class A Common
Stock as may be issuable upon the conversion of all such outstanding shares of
Common Stock, provided, the Corporation may deliver shares of Class A Common
Stock which are held in the treasury of the Corporation for shares of Common
Stock to be converted. If any shares of Class A Common Stock require
registration with or approval of any governmental authority under any federal or
state law before such shares of Class A Common Stock may be issued upon
conversion, the Corporation will cause such shares to be duly registered or
approved, as the case may be. All shares of Class A Common Stock which may be
issued upon conversion of shares of Common Stock will, upon issue, be fully paid
and nonassessable.

     6. Except with respect to shares, rights, options and other securities of
the Corporation that are issued or granted in connection with any stock purchase
plan, stock option plan or other similar benefit plan that has been approved by
the holders of a majority of the Corporation's outstanding Common Stock, the
holders of Common Stock of the Corporation shall be entitled, as such, as a
matter of right, to subscribe for and to purchase any part of any new or
additional issue of Common Stock, any rights or options to purchase Common
Stock, or any securities convertible into, exchangeable for or carrying rights
or options to purchase Common Stock, whether now or hereafter authorized, but
only in those instances in which such shares of Common Stock, rights or options
to purchase Common Stock are issued for a consideration consisting solely of
money. In the event of the issuance of such shares or other securities solely
for money, the preemptive right herein granted shall only be an opportunity to
acquire such shares or other securities under such terms and conditions as the
Board of Directors shall fix. The preemptive right herein granted shall not
apply in any respect to the Corporation's Class A Common Stock, and holders of
such Class A Common Stock, as such, shall have no preemptive rights.


                                      A-3
<PAGE>

               Commonwealth of Pennsylvania
                 Department of State
        To All to Whom These Presents Shall Come, Greeting:

     Whereas, In and by Article VIII of the Business Corporation Law,
approved the fifth day of May, Anno Domini one thousand nine hundred and
thirty-three, P.L. 364, as amended, the Department of State is authorized and
required to issue a

                           CERTIFICATE OF AMENDMENT

evidencing the amendment of the Articles of Incorporation of a business
corporation organized under or subject to the provisions of that Law; and

     Whereas, The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by

                    PENNSYLVANIA MANUFACTURERS CORPORATION

     Therefore, Know Ye, That subject to the Constitution of this
Commonwealth and under the authority of the Business Corporation Law, I do by
these presents, which I have caused to be sealed with the Great Seal of the
Commonwealth, extend the rights and powers of the corporation named above, in
accordance with the terms and provisions of the Articles of Amendment presented
by it to the Department of State, with full power and authority to use and enjoy
such rights and powers, subject to all the provisions and restrictions of the
Business Corporation Law and all other applicable laws of this Commonwealth.

     Given under my Hand and the Great Seal of the Commonwealth, at the City
of Harrisburg, this 27th day of April in the year of our Lord one thousand nine
hundred and eighty eight and of the Commonwealth the two hundred twelfth.


/s/ James J. Hagerty
- -----------------------------
Secretary of the Commonwealth
pjd


DSCB-21 (7-73)
<PAGE>

               COMMONWEALTH OF PENNSYLVANIA
                  DEPARTMENT OF STATE
                  CORPORATION BUREAU


                           Filed this day of April 27 1988
                           Commonwealth of Pennsylvania
                           Department of State
                           /s/ James J. Hagerty
                           Secretary of the Commonwealth
                            (Box for Certification)

Articles of
Amendment--
Domestic Business Corporation

In compliance with the requirements of section 806 of the Business Corporation
Law, act of May 5, 1933 (P.L.364) (15 P.S. SS.1806), the undersigned
corporation, desiring to amend its Articles, does hereby certify that:

1. The name of the corporation is:

      Pennsylvania Manufacturers Corporation


2. The location of its registered office in this Commonwealth is (the Department
of State is hereby authorized to correct the following statement to conform to
the records of the Department):

                            1021 West Eighth Avenue
                            -----------------------
                               (NUMBER) (STREET)

      King of Prussia                   Pennsylvania               19406
     --------------------------------------------------------------------
      (CITY)                                                  (ZIP CODE)


3. The statute by or under which it was incorporated is:

      Act of May 5, 1933, P.L. 364, as amended

4. The date of its incorporation is: February 23, 1982

5. (Check, and if appropriate, complete one of the following):

 /X/ The meeting of the shareholders of the corporation at which the amendment
was adopted was held at the time and place and pursuant to the kind and period
of notice herein stated.

 Time: The 25th day of April, 1988

 Place: 925 Chestnut Street, Philadelphia, PA

 Kind and period of notice Written notice (proxy statement); 30 days

 / / The amendment was adopted by a consent in writing, setting forth the
action so taken, signed by all of the shareholders entitled to vote thereon and
filed with the Secretary of the corporation.

6. At the time of the action of shareholders:

     (a)  The total number of shares outstanding was:
          749,605 shares of Common Stock and 206,511 shares of Class A Common
          Stock.

     (b)  The number of shares entitled to vote was:
          749,605 shares of Common Stock (entitled to cast ten votes per share)
          and 206,511 shares of Class A Common Stock (entitled to cast one vote
          per share).
<PAGE>

7. In the action taken by the shareholders:

     (a)  The number of shares voted in favor of the amendment was: 652,403
          shares of Common Stock and 184,675 shares of Class A Common Stock.

     (b)  The number of shares voted against the amendment was: 11,680 shares of
          Common Stock and 2,336 shares of Class A Common Stock.

8. The amendment adopted by the shareholders, set forth in full, is as follows:

     RESOLVED, that the first full paragraph of Article 5 of the Articles of
Incorporation of Pennsylvania Manufacturers Corporation shall be amended and
restated in its entirety as follows:

     5. The aggregate number of shares which the Corporation shall have
authority to issue is: Ten Million (10,000,000) shares of Common Stock, $5.00
par value per share (the "Common Stock"), and Ten Million (10,000,000) shares of
Class A Common Stock, $5.00 par value per share (the "Class A Common Stock").

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be signed by a duly authorized officer and its corporate seal, duly
attested by another such officer, to be hereunto affixed this 25th day of April,
1988.

                    PENNSYLVANIA MANUFACTURERS CORPORATION
                    --------------------------------------
                             (NAME OF CORPORATION)
Attest:

By: /s/ David L. Johnson                  By: /s/ Frederick W. Anton
    -------------------------------           ---------------------------------
     (SIGNATURE)                                   (SIGNATURE)

David L. Johnson, Secretary               Frederick W. Anton, III, President
- -----------------------------------       --------------------------------
  (TITLE; SECRETARY,                             (TITLE; PRESIDENT,
ASSISTANT SECRETARY, ETC.)                        VICE PRESIDENT, ETC.)


(CORPORATE SEAL)


INSTRUCTIONS FOR COMPLETION OF FORM

A.   Any necessary copies of Form DSCB:17.2 (Consent to Appropriation of Name)
     or Form DSCB: 17.3 (Consent to Use of Similar Name) shall accompany
     Articles of Amendment effecting a change of name.

B.   Any necessary governmental approvals shall accompany this form.

C.   Where action is taken by partial written consent pursuant to the Articles,
     the second alternate of Paragraph 5 should be modified accordingly.

D.   If the shares of any class were entitled to vote as a class, the number of
     shares of each class so entitled and the number of shares of all other
     classes entitled to vote should be set forth in Paragraph 6(b).

E.   If the shares of any class were entitled to vote as a class, the number of
     shares of such class and the number of shares of all other classes voted
     for and against such amendment respectively should be set forth in
     Paragraphs 7(a) and 7(b).

F.   BCL Section 807 (15 P.S. Section 1807) requires that the corporation shall
     advertise its intention to file or the filing of Articles of Amendment.
     Proofs of publication of such advertising should not be delivered to the
     Department, but should be filed with the minutes of the corporation.
<PAGE>

                          Commonwealth of Pennsylvania
                               Department of State
               To All to Whom These Presents Shall Come, Greeting:

     Whereas, In and by Article VIII of the Business Corporation Law,
approved the fifth day of May, Anno Domini one thousand nine hundred and
thirty-three, P.L. 364, as amended, the Department of State is authorized and
required to issue a

                           CERTIFICATE OF AMENDMENT

evidencing the amendment of the Articles of Incorporation of a business
corporation organized under or subject to the provisions of that Law; and

     Whereas, The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by

                    PENNSYLVANIA MANUFACTURERS CORPORATION

     Therefore, Know Ye, That subject to the Constitution of this
Commonwealth and under the authority of the Business Corporation Law, I do by
these presents, which I have caused to be sealed with the Great Seal of the
Commonwealth, extend the rights and powers of the corporation named above, in
accordance with the terms and provisions of the Articles of Amendment presented
by it to the Department of State, with full power and authority to use and enjoy
such rights and powers, subject to all the provisions and restrictions of the
Business Corporation Law and all other applicable laws of this Commonwealth.

     Given under my Hand and the Great Seal of the Commonwealth, at the City
of Harrisburg, this 24th day of April in the year of our Lord one thousand nine
hundred and eighty-nine and of the Commonwealth the two hundred thirteenth.


/s/ James J. Hagerty
------------------------------
Secretary of the Commonwealth
cas


DSCB-21 (7-73)
<PAGE>

               COMMONWEALTH OF PENNSYLVANIA
                  DEPARTMENT OF STATE
                  CORPORATION BUREAU


                           Filed this day of April 24 1989
                           Commonwealth of Pennsylvania
                           Department of State
                           /s/ James J. Hagerty
                           Secretary of the Commonwealth
                            (Box for Certification)

Articles of
Amendment--
Domestic Business Corporation


In compliance with the requirements of section 806 of the Business Corporation
Law, act of May 5, 1933 (P.L.364) (15 P.S. SS.1806), the undersigned
corporation, desiring to amend its Articles, does hereby certify that:

1. The name of the corporation is:

      Pennsylvania Manufacturers Corporation


2. The location of its registered office in this Commonwealth is (the Department
of State is hereby authorized to correct the following statement to conform to
the records of the Department):

                            1021 West Eighth Avenue
                            -----------------------
                               (NUMBER) (STREET)

      King of Prussia                   Pennsylvania               19406
     --------------------------------------------------------------------
      (CITY)                                                  (ZIP CODE)


3. The statute by or under which it was incorporated is:

      Act of May 5, 1933, P.L. 364, as amended

4. The date of its incorporation is: February 23, 1982

5. (Check, and if appropriate, complete one of the following):

 /X/ The meeting of the shareholders of the corporation at which the amendment
was adopted was held at the time and place and pursuant to the kind and period
of notice herein stated.

 Time: The 17th day of April, 1989

 Place: 925 Chestnut Street, Philadelphia, PA

 Kind and period of notice Written notice (proxy statement); 31 days

 / / The amendment was adopted by a consent in writing, setting forth the
action so taken, signed by all of the shareholders entitled to vote thereon and
filed with the Secretary of the corporation.

6.   At the time of the action of shareholders:

     (a)  The total number of shares outstanding was: 805,275 shares of Common
          Stock and 220,725 shares of Class A common Stock.

     (b)  The number of shares entitled to vote was: 805,275 shares of Common
          Stock (entitled to cast ten votes per share) and 220,725 shares of
          Class A Common Stock (entitled to cast one vote per share).
<PAGE>

7. In the action taken by the shareholders:

     (a)  The number of shares voted in favor of the amendment was: 720,853
          shares of Common Stock and 196,822 shares of Class A Common Stock.

     (b)  The number of shares voted against the amendment was: 10,000 shares of
          Common Stock and 2,000 shares of Class A Common Stock.

8. The amendment adopted by the shareholders, set forth in full, is as follows:

     RESOLVED, that the first full paragraph of Article 5 of the Articles of
Incorporation of Pennsylvania Manufacturers Corporation shall be amended and
restated in its entirety as follows:

     5. The aggregate number of shares which the Corporation shall have
authority to issue is: Twenty Million (20,000,000) shares of Common Stock, $5.00
par value per share (the "Common Stock"), and Twenty Million (20,000,000) shares
of Class A Common Stock, $5.00 par value per share (the "Class A Common Stock").

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be signed by a duly authorized officer and its corporate seal, duly
attested by another such officer, to be hereunto affixed this 17th day of April,
1989.

                    PENNSYLVANIA MANUFACTURERS CORPORATION
                    --------------------------------------
                             (NAME OF CORPORATION)
Attest:

By: /s/ David L. Johnson                  By: /s/ Frederick W. Anton
    -------------------------------           ---------------------------------
     (SIGNATURE)                                   (SIGNATURE)

David L. Johnson, Secretary               Frederick W. Anton, III, President
------------------------------------      ----------------------------------
  (TITLE; SECRETARY,                             (TITLE; PRESIDENT,
ASSISTANT SECRETARY, ETC.)                        VICE PRESIDENT, ETC.)


(CORPORATE SEAL)


INSTRUCTIONS FOR COMPLETION OF FORM

A.   Any necessary copies of Form DSCB:17.2 (Consent to Appropriation of Name)
     or Form DSCB: 17.3 (Consent to Use of Similar Name) shall accompany
     Articles of Amendment effecting a change of name.

B.   Any necessary governmental approvals shall accompany this form.

C.   Where action is taken by partial written consent pursuant to the Articles,
     the second alternate of Paragraph 5 should be modified accordingly.

D.   If the shares of any class were entitled to vote as a class, the number of
     shares of each class so entitled and the number of shares of all other
     classes entitled to vote should be set forth in Paragraph 6(b).

E.   If the shares of any class were entitled to vote as a class, the number of
     shares of such class and the number of shares of all other classes voted
     for and against such amendment respectively should be set forth in
     Paragraphs 7(a) and 7(b).

F.   BCL Section 807 (15 P.S. Section 1807) requires that the corporation shall
     advertise its intention to file or the filing of Articles of Amendment.
     Proofs of publication of such advertising should not be delivered to the
     Department, but should be filed with the minutes of the corporation.
<PAGE>

              ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION


     In compliance with the requirements of 15 Pa. C.S. ss. 1915 (relating
to articles of amendment), the undersigned business corporation, desiring to
amend its Articles, hereby states that:

1.   The name of the corporation is Pennsylvania Manufacturers Corporation

2.   The (a) address of this corporation's current registered office in this
     Commonwealth or (b) name of its commercial registered office provider and
     the county of venue is (the Department is hereby authorized to correct the
     following information to conform to the records of the Department):

(a) 1021 West Eighth Avenue     King of Prussia  Pennsylvania  19046  Montgomery
    ----------------------------------------------------------------------------
      Number and Street             City             State       Zip    County

(b) c/o:
     ---------------------------------------------------------------------------
     Name of Commercial Registered Office Provider                       County



For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.

3.   The statute by or under which it was incorporated is: Act of Assembly
     approved May 5, 1933, P.S. 364

4.   The date of its incorporation is: February 23, 1982

5.   (Check, and if appropriate complete, one of the following):

     X The amendment shall be effective upon filing these Articles of Amendment
     in the Department of State.

  __ The amendment shall be effective on _________________ at _______________
                                               Date                Hour

6. (Check one of the following):

     X The amendment was adopted by the shareholders (or members) pursuant to 15
     Pa.C.S. ss. 1914(a) and (b).

  __ The amendment was adopted by the board of directors pursuant to 15 Pa.
    C.S. ss. 1914(c).

7. (Check, and if appropriate complete, one of the following):

 __ The amendment adopted by the corporation, set forth in full, as follows:


 X The amendment adopted by the corporation as set forth in full in Exhibit A
attached hereto and made a part hereof.
<PAGE>

8. (Check if the amendment restates the Articles):

 __ The restated Articles of Incorporation supersede the original Articles and
all amendments thereto.

     IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof this
22nd day of April 1991.


                    PENNSYLVANIA MANUFACTURERS CORPORATION
                    ---------------------------------------
                             (Name of Corporation)

                    BY:  /s/ Frederick W. Anton, III
                       -------------------------------
                             Frederick W. Anton, III

                    TITLE: President
                          -----------------
<PAGE>

                                   EXHIBIT A

                          TO ARTICLES OF AMENDMENT OF

                    PENNSYLVANIA MANUFACTURERS CORPORATION

  The first full paragraph of Article 5 of the Articles of Incorporation
of Pennsylvania Manufacturers Corporation is amended and restated to read in its
entirety as follows:


          "5. The aggregate number of shares which the Corporation shall
     have authority to issue is: Forty Million (40,000,000) shares of Common
     Stock, $5.00 par value per share (the "Common Stock"), and Forty
     Million (40,000,000) shares of Class A Common Stock, $5.00 par value
     per share (the "Class A Common Stock")."
<PAGE>

                   STATEMENT OF CHANGE OF REGISTERED OFFICE


Indicate type of entity (check one)

 X  Domestic Business Corporation (15 PA.C.S. ss. 1507)
---
    Foreign Business Corporation (15 PA.C.S. ss. 4144)
---
    Domestic Nonprofit Corporation (15 PA.C.S. ss. 5507)
---
    Foreign Nonprofit Corporation (15 PA.C.S. ss. 6144)
---
    Domestic Limited Partnership (15 PA.C.S. ss. 8506)
---

  In compliance with the requirements of the applicable provisions of 15
Pa.C.S. (relating to corporations and unincorporated associations) the
undersigned corporation or limited partnership, desiring to effect a change of
registered office, hereby states that:

1. The name of the corporation or limited partnership is:

   Pennsylvania Manufacturers Corporation
   ----------------------------------------------------------------------------

2. The (a) address of this corporation's or limited partnership's current
 registered office in this Commonwealth or (b) name of its commercial
 registered office provider and the county of venue is: (the Department is
 hereby authorized to correct the following information to conform to the
 records of the Department):

 (a) 1021 W. Eighth Avenue, King of Prussia     PA     19406      Montgomery
     ------------------------------------------------------------------------
     Number and Street           City          State    Zip         County

 (b) c/o:
         --------------------------------------------------------------------
         Name of Commercial Registered Office Provider              County

 For a corporation or a limited partnership represented by a commercial
 registered office provider, the county in (b) shall be deemed the county in
 which the corporation or limited partnership is located for venue and
 official publication purposes.

3. (Complete part (a) or (b)):

 (a) The address to which the registered office of the corporation or limited
    partnership in this Commonwealth is to be changed is:

    380 Sentry Parkway       Blue Bell         PA   19422-0754   Montgomery
    ------------------------------------------------------------------------
    Number and Street           City          State    Zip         County

 (b) The registered office of the corporation or limited partnership shall be
    provided by:

    c/o:
         --------------------------------------------------------------------
         Name of Commercial Registered Office Provider              County

 For a corporation or a limited partnership represented by a commercial
 registered office provider, the count in (b) shall be deemed the county in
 which the corporation or limited partnership is located for venue and
 official publication purposes.
<PAGE>

4. (Strike out if a limited partnership): Such change was authorized by the
 Board of Directors of the corporation.

 IN TESTIMONY WHEREOF, the undersigned corporation or limited partnership has
 caused this statement to be signed by a duly authorized officer thereof this
 14  day of September, 1974.
 ---        ---------  ----


                                       Pennsylvania Manufacturers Corporation
                                       ----------------------------------------
                                       (Name of Corporation/Limited Partnership)


                                       BY: /s/ Robert Gaffney
                                           ------------------------------------
                                                      (Signature)

                                       TITLE: Secretary
                                              ---------------------------------
<PAGE>

              ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION


  In compliance with the requirements of 15 Pa.C.S. (section) 1915 (relating
to articles of amendment), the undersigned business corporation, desiring to
amend its Articles, hereby states that:

1.   The name of the corporation is: Pennsylvania Manufacturers Corporation
                                     ------------------------------------------

--------------------------------------------------------------------------------

2.   The (a) address of this corporation's current registered office in this
  Commonwealth or (b) name of its commercial registered office provider and
  the county of venue is (the Department is hereby authorized to correct the
  following information to conform to the records of the Department):

  (a) The PMA Building, 380 Sentry Parkway   Blue Bell  PA  19422 Montgomery
      -----------------------------------------------------------------------
      Number and Street                         City   State  Zip    County

  (b) c/o  N/A
        -----------------------------------------------------------------------
        Name of Commercial Registered Office Provider                  County

  For a corporation represented by a commercial registered office provider,
the county in (b) shall be deemed the county in which the corporation is located
for venue and official publication purposes.

3.   The statute by or under which it was incorporated is: Act of May 5, 1934,
                                  P.L. 364, as amended
                                  --------------------

4.   The date of its  incorporation is: February 23, 1982
                    ---------------------------------------

5.   (Check, and if appropriate complete, one of the following):

  X    The amendment shall be effective upon filing these Articles of
  ---   Amendment in the Department of State.

  ---   The amendment shall be effective on:               at
                                              --------------    ---------------
                                                    Date              Hour

6.   (Check one of the following):

  X     The amendment was adopted by the shareholders (or members) pursuant to
  ---   15 Pa.C.S. (section) 1914(a) and (b).

  ---   The amendment was adopted by the board of directors pursuant to
        15 Pa.C.S. (section) 1914(c).

7.    (Check, and if appropriate, complete one of the following):

  X     The amendment adopted by the corporation, set forth in full,
  ---   as follows:
     Article 7, the full text of which is set forth in its entirety
below, is hereby added to the Amended and Restated Articles of Incorporation of
the Corporation:

  "7. Subchapters E, F, G, H, I and J of Chapter 25 and Sections 2538 and
2539 of Subchapter D of Chapter 25 of the Pennsylvania Business Corporation
Law of 1988, as amended, shall not be applicable to the Corporation."

  ---   The amendment adopted by the corporation is set forth in full in
     Exhibit A attached hereto and made a part hereof.
<PAGE>

8.   (Check if the amendment restates the Articles):

       The restated articles of Incorporation supercede the original
  ---  Articles and all amendments thereto.

  IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer thereof this
  25th      day of      June     , 1997.
 ----------          -----------   ----


                    Pennsylvania Manufacturers Corporation
                    --------------------------------------
                             (Name of Corporation)

                    BY: /s/ Francis W. McDonnell
                       -----------------------------------
                               (Signature)

                        Francis W. McDonnell, Senior Vice President,
                    TITLE:  Chief Financial Officer and Treasurer
                        ----------------------------------------------
<PAGE>

              ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
                             DSCB:15-1915 (Rev 91)


      In compliance with the requirements of 15 Pa.C.S. (S) 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to amend
its Articles, hereby states that:

1. The name of the corporation is: PENNSYLVANIA MANUFACTURERS CORPORATION
                                   --------------------------------------

2. The (a) address of this corporation's current registered office in this
   Commonwealth or (b) name of its commercial registered office provider and the
   county of venue is (the Department is hereby authorized to correct the
   following information to conform to the records of the Department):

   (a) The PMA Building, 380 Sentry Parkway,
                              Blue Bell,   Pennsylvania  19422-2328   Montgomery
       -------------------------------------------------------------------------
       Number and Street          City         State        Zip         County
   (b) c/o: N/A
       -------------------------------------------------------------------------
       Name of Commercial Registered Office Provider                    County

   For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.

3. The statute by or under which it was incorporated is:
     Act of May 5, 1933, P.L. 364, as amended
     ----------------------------------------

4. The date of its incorporation is: February 23, 1982
                                     -----------------

5. (Check, and if appropriate complete, one of the following):

   The amendment shall be effective upon filing these Articles of Amendment in
the Department of State.

X  The amendment shall be effective on: December 7, 1998 at 12:01 a.m.
                                        ----------------    ---------
                                              Date             Hour
6. (Check one of the following):

   The amendment was adopted by the shareholders (or members) pursuant to 15
Pa.C.S. (S) 1914(a) and (b).

X  The amendment was adopted by the board of directors pursuant to 15 Pa.C.S.
(S) 1914(c).

7. (Check, and if appropriate complete, one of the following):

X  The amendment adopted by the corporation, set forth in full, is as follows:

      Resolved, that Article I of the Articles of Incorporation of the
      Corporation is hereby amended in its entirety, to read as follows:
      "I.  The name of the Corporation is: PMA Capital Corporation."

   The amendment adopted by the corporation is set forth in full in Exhibit A
attached hereto and made a part hereof.
<PAGE>

DSCB:15-1915 (Rev 91)-2


8. (Check if the amendment restates the Articles):

   The restated Articles of Incorporation supersede the original Articles and
all amendments thereto.

   IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer thereof this
1st day of December, 1998.
-------------------------


                                  Pennsylvania Manufacturers Corporation
                                  --------------------------------------
                                           (Name of Corporation)

                                  BY: /s/ Francis W. McDonnell
                                      ----------------------------------
                                              (Signature)

                                         Francis W. McDonnell,
                                  TITLE: Senior Vice President, Chief Financial
                                         Officer and Treasurer
                                         -------------------------------