RESTATED CERTIFICATE OF INCORPORATION

 

                                     OF

 

                        INDEPENDENCE HOLDING COMPANY

 

                               ______________

 

 

 

      The undersigned, being the President and Secretary,

respectively, of INDEPENDENCE HOLDING COMPANY, a corporation

organized and existing under and by virtue of the General

Corporation Law of the State of Delaware, DO HEREBY CERTIFY AS

FOLLOWS:

 

      The present name of the corporation (hereinafter called the

"Corporation") is Independence Holding Company.

 

      The name under which the Corporation was originally

incorporated is Independence Holding Company and the date of

filing of the original certificate of incorporation of the

Corporation with the Secretary of State of the State of Delaware

is April 23, 1980.

 

      The provisions of the certificate of incorporation of the

Corporation as theretofore amended and/or supplemented, are hereby

restated and integrated into the single instrument which is

hereinafter set forth, and which is entitled Restated Certificate

of Incorporation of Independence Holding Company, without further

amendment and without any discrepancy between the provisions of

the certificate of incorporation as heretofore amended and

supplemented and the provisions of the said single instrument

hereinafter set forth, except as permitted under Section 245 of

the General Corporation Law of the State of Delaware.

 

      The Board of Directors of the Corporation has duly adopted

this Restated Certificate of Incorporation pursuant to the

provisions of Section 245 of the General Corporation Law of the

State of Delaware in the form set forth as follows:

 

 

<PAGE>

                    RESTATED CERTIFICATE OF INCORPORATION

 

                                     OF

 

                        INDEPENDENCE HOLDING COMPANY

 

                               ______________

 

 

                                     I.

 

The name of the Corporation is Independence Holding Company (the

"Corporation").

 

                                     II.

 

The Corporation is organized pursuant to the General Corporation

Law of the State of Delaware (the "GCL").

 

                                    III.

 

The Corporation shall have perpetual duration.

 

                                     IV.

 

The purposes for which the Corporation is organized are to acquire

and to act as a holding company of other firms, companies and

corporations and to engage in any lawful act or activity for which

corporations may be organized under the GCL, and the Corporation

shall have all powers necessary to conduct such businesses and

engage in such activities, including, but not limited to, the

powers enumerated in the GCL or any amendment thereto. 

 

                                     V.

 

The total number of shares of stock which the Corporation shall

have the authority to issue is Fifteen Million One Hundred

Thousand (15,100,000) shares, consisting of Fifteen Million

(15,000,000) shares of Common Stock, par value $1.00 per share

("Common Stock"), and One Hundred Thousand (100,000) shares of

Preferred Stock, par value $1.00 per share.

 

 

      A.    COMMON SHARES. Subject to the provisions of any series

            of preferred shares which may at the time be

            outstanding, the holders of common shares shall be

            entitled to receive, when and as declared by the Board

            of Directors out of any funds legally available for the

            purpose, such dividends as may be declared from time to

            time by the Board of Directors.  In the event of the

            liquidation of the Corporation, or upon distribution of

            its assets, after the payment in full or the setting

            apart for payment of such preferential amounts, if any,

            as  the  holders   of  preferred  shares   at  the  time

           

 

                                    - 2 -

<PAGE>

 

            outstanding shall be entitled, the remaining assets of

            the Corporation available for payment and distribution

            to shareholders shall, subject to any participating or

            similar rights of preferred shares at the time

            outstanding, be distributed ratably among the holders of

            common shares at the time outstanding.  All common

            shares shall have equal non-cumulative voting rights,

            and shall have no preference, conversion, exchange,

            preemptive or redemption rights.

 

      B.    PREFERRED SHARES.  The Board of Directors of the

            Corporation is hereby expressly authorized at any time,

            and from time to time, to provide for the issuance of

            preferred shares in one or more series, with such voting

            powers, full or limited, or without voting powers, and

            with such designations, preferences and relative,

            participating, optional or other special rights, and

            qualifications, limitations or restrictions thereof, as

            shall be stated and expressed in the resolution or

            resolutions providing for the issue thereof adopted by

            the Board of Directors, including (without limiting the

            generality thereof) the following as to each such

            series:

 

              (i)       the designation of such series;

 

             (ii)       the dividends, if any, payable with respect

                        to such series, the rates or basis for

                        determining such dividends, any conditions

                        and dates upon which such dividends shall be

                        payable, the preferences, if any, of such

                        dividends over, or the relation of such

                        dividends to, the dividends payable on common

                        stock or other series of preferred shares,

                        whether such dividends shall be non-

                        cumulative or cumulative, and, if cumulative,

                        the date or dates from which such dividend

                        shall be cumulative;

 

            (iii)       whether preferred shares shall be redeemable

                        at the option of the Board of Directors or

                        the holder, or both, upon the happening of a

                        specified event and, if redeemable whether

                        for cash, property or rights, including

                        securities of the Corporation, the time,

                        prices or rates and any adjustment and other

                        terms and conditions of such redemption;

 

             (iv)       the terms and amount of any sinking,

                        retirement or purchase fund provided for the

                        purchase or redemption of preferred shares of

                        such series;

 

 

 

 

 

                                    - 3 -

<PAGE>

 

              (v)       whether or not preferred shares of such

                        series shall be convertible into or

                        exchangeable for shares of common stock or

                        other series of preferred shares, at the

                        option of the Corporation or of the holder,

                        or both, or upon the happening of a specified

                        event and, if provision be made for such

                        conversion or exchange, the terms, prices,

                        rates, adjustments and any other terms and

                        conditions thereof;

 

              (vi)      the extent, if any, to which the holders of

                        the preferred shares of such series shall be

                        entitled to vote with respect to the election

                        of Directors or otherwise, including, without

                        limitation, the extent, if any, to which such

                        holders shall be entitled, voting as a series

                        or as a part of a class, to elect one or more

                        Directors upon the happening of a specified

                        event or otherwise;

 

             (vii)      the restrictions, if any, on the issue or

                        reissue of preferred shares of such series or

                        any other series;

 

            (viii)      the extent, if any, to which the holders of

                        the preferred shares of such series shall be

                        entitled to preemptive rights; and

 

              (ix)      the rights of the holders of the preferred

                        shares of such series upon the liquidation of

                        the Corporation or any distribution of its

                        assets.

 

      C.    CERTIFICATES.  Before the Corporation shall issue any

            preferred shares of any series, a certificate setting

            forth the resolution or resolutions of the Board of

            Directors, fixing the voting powers, designations,

            preferences and rights of such series, the

            qualifications, limitations or restrictions thereof, and

            the number of preferred shares of such series authorized

            by the Board of Directors, shall be signed, attested to,

            filed, and recorded pursuant to Section 103 of the GCL.

            Unless otherwise provided in any such resolution or

            resolutions, the holders of the series so authorized

            shall have non-cumulative voting rights (to the extent

            such series has any voting rights) and shall have no

            conversion, exchange, preemptive or redemption rights.

            Unless otherwise provided in any such resolution or

            resolutions, the number of preferred shares of the

            series authorized by such resolutions may be increased

            or decreased (but not below the number of preferred

            shares of such series then outstanding) by a certificate

            setting forth a resolution or resolutions adopted by the

 

 

                                    - 4 -

<PAGE>

 

            Board of Directors, authorizing such increase or

            decrease, signed, attested to, filed, and recorded

            pursuant to Section 103 of the GCL.  Unless otherwise

            provided in the resolution or resolutions creating such

            series, the number of preferred shares specified in any

            such decrease shall be restored to the status of

            authorized but unissued preferred shares (without

            designation as to series). 

 

            Any other amendment to such resolution or resolutions

            may be effected by a certificate setting forth a

            resolution adopted by the Board of Directors then

            authorizing such amendment and signed, attested to,

            filed and recorded pursuant to Section 103 of the GCL.

            Any such amendment may, without limitation, cancel or

            otherwise affect the right of the holders of preferred

            shares of such series to receive dividends which have

            accrued but have not been declared.  Holders of common

            shares shall not be entitled to vote on such amendments

            to any such resolutions.

 

                                     VI.

 

The Corporation shall indemnify to the full extent permitted by

law and by the by-laws of the Corporation any person made or

threatened to be made a party to an action or proceeding, whether

criminal, civil, administrative or investigative, by reason of the

fact that such person, or such person's testator or intestate is

or was an officer, employee or agent of the Corporation or serves

or served any other corporation, partnership, joint venture, trust

or other enterprise as a director, officer, employee, agent or

trustee at the express or implied request of the Corporation.  To

the fullest extent permitted by Delaware law, such indemnity shall

extend to the officers and Trustees of Independence Mortgage

Trust, a Georgia business trust, as predecessor to the

Corporation. 

 

                                    VII.

 

In furtherance of and not in limitation of the powers conferred by

the GCL or any other statute, the Board of Directors is expressly

authorized to make, alter or repeal the by-laws of the

Corporation.

 

                                    VIII.

 

The address of the Corporation's registered office in the State of

Delaware is 1013 Centre Road, in the City of Wilmington 19805,

County of New Castle.  The name of its registered agent at such

address is The Prentice-Hall Corporation System, Inc.

 

 

 

 

 

 

                                    - 5 -

 

<PAGE>

 

 

 

                                     IX.

 

To the fullest extent permitted by the GCL as the same exists or

hereafter may be amended, a Director of this Corporation shall not

be liable to the Corporation or its stockholders for monetary

damages for breach of fiduciary duty as a Director, except for

liability (i) for any breach of the Director's duty of loyalty to

the Corporation or its stockholders, (ii) for acts or omissions

not in good faith or which involve intentional misconduct or a

knowing violation of the law, (iii) under Section 174 of the GCL,

or (iv) for any transaction from which the Director derived any

improper personal benefit.

 

      IN WITNESS WHEREOF, Independence Holding Company has caused

this Restated Certificate of Incorporation to be signed by its

President and attested by its Secretary on this 9th day of August,

1996.

 

                                    INDEPENDENCE HOLDING COMPANY

 

 

 

                                    By:/s/Steven B. Lapin           

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

                                       Steven B. Lapin, President

 

 

 

Attest:

 

 

 

/s/David T. Kettig             

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

David T. Kettig, Secretary

 

 

 

 

CERTIFICATE OF AMENDMENT
 
                                       OF
 
                      RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                          INDEPENDENCE HOLDING COMPANY
 
      The undersigned, being Vice President of Independence Holding Company, a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"),
 
DOES HEREBY CERTIFY:
 
            FIRST:      The Corporation is a corporation formed under the laws
            of the State of Delaware and its Restated Certificate of
            Incorporation was filed in the office of the Secretary of State
            under the name Independence Holding Company on August 9, 1996.
 
            SECOND:     The Restated Certificate of Incorporation is amended by
            striking out the first paragraph of Article V and substituting in
            lieu thereof the following new first paragraph of Article V:
 
            The total number of shares of stock which the Corporation shall have
            the authority to issue is Twenty Million One Hundred Thousand
            (20,100,000) shares, consisting of Twenty Million (20,000,000)
            shares of Common Stock, par value $1.00 per share ("Common Stock"),
            and One Hundred Thousand (100,000) shares of Preferred Stock, par
            value $1.00 per share.
 
            THIRD:      The amendment to the Restated Certificate of
            Incorporation set forth above was duly adopted in accordance with
            the provisions of Section 242 and has been consented to in writing
            by the stockholders of the Corporation in accordance with Section
            228 of the General Corporation Law of the State of Delaware.
 
      IN WITNESS WHEREOF, said corporation has caused this Certificate of
Amendment to be signed by Teresa A. Herbert, Vice President who subscribed this
certificate this 29th day of July, 2004.
 
                                    INDEPENDENCE HOLDING COMPANY
 
 
                                    By: /s/ Teresa A. Herbert
                                       -----------------------------------
                                       Teresa A. Herbert, Vice President
 
Attest:
 
 
/s/ Brian R. Schlier
--------------------------------
Brian R. Schlier, Assistant Secretary
 

 

[End]