ROL

RESTATED
CERTIFICATE OF INCORPORATION
OF
ROLLINS, INC.


PREAMBLE. This is the Restated Certificate of Incorporation of Rollins,
Inc., a corporation organized and existing under and by virtue of the laws of
the State of Delaware. It restates and integrates and does not further amend
the provisions of the corporation's Certificate of Incorporation as
theretofore amended or supplemented, and there is no discrepancy between
those provisions and the provisions of this Restated Certificate of
Incorporation, except that, in accordance with Delaware law, the provisions
naming the original incorporators have been omitted. Rollins, Inc. was
originally incorporated as Rollins Broadcasting, Inc. Rollins Broadcasting,
Inc. filed its original Certificate of Incorporation in the State of Delaware
on February 24, 1948. This Restated Certificate of Incorporation was reviewed
and duly adopted by the Board of Directors of Rollins, Inc. in accordance
with Section 245 of the Delaware General Corporation Law, as amended.

FIRST. The name of this Corporation is ROLLINS, INC.

SECOND. Its registered office in the State of Delaware is located at No. 100
West Tenth Street, in the city of Wilmington, County of New Castle, and its
registered agent in charge thereof is The Corporation Trust Company.

THIRD. The nature of the business and the objects and purposes to be
transacted, promoted and carried on are to do any or all of the things herein
mentioned as fully and to the same extent as natural persons might or could
do, and in any part of the world, viz.: To own, maintain and operate one or
more radio broadcasting stations in the State of Delaware, or elsewhere, when
and if authorized to do so, by the appropriate agencies of the United States
Government.

To purchase, take, own, hold, deal in, mortgage or otherwise lien and to
lease, sell, exchange, convey, transfer or in any manner whatever dispose of
real property, within or without the State of Delaware.

To manufacture, purchase or otherwise acquire and to hold, own, mortgage
or otherwise lien, pledge, lease, sell, assign, exchange, transfer or in any
manner dispose of, and to invest, deal and trade in and with goods, wares,
merchandise and personal property of any and every class and description,
within or without the State of Delaware.

To acquire the good will, rights and property and to undertake the whole
or any part of the assets and liabilities of any person, firm, association or
corporation, to pay for the same in cash, the stock of this company, bonds or
otherwise; to hold or in any manner to dispose of the whole or any part of
the property so purchased; to conduct in any lawful manner the whole or any
part of any business so acquired and to exercise all the powers necessary of
convenient in and about the conduct and management of such business.

To guarantee, purchase or otherwise acquire, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of shares of the capital stock, bonds
or other evidences of indebtedness created by other corporations and while
the holder of such stock to exercise all the rights and privileges of


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ownership, including the right to vote thereon, to the same extent as a
natural person might or could do.

To purchase or otherwise acquire, apply for, register, hold, use, sell or
in any manner dispose of and to grant licenses or other rights in and in any
manner deal with patents, inventions, improvements, processes, formulas,
trade-marks, trade names, rights and licenses secured under letters patent,
copyrights or otherwise.

To enter into, make and perform contracts of every kind for any lawful
purpose, with any person, firm, association or corporation, town, city,
county, body politic, state, territory, government or colony or dependency
thereof.

To borrow money for any of the purposes of the corporation and to draw,
make, accept, endorse, discount, execute, issue, sell, pledge or otherwise
dispose of promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable, transferable or
non-transferable instruments and evidences of indebtedness and to secure the
payment thereof and the interest thereon by mortgage or pledge, conveyance or
assignment in trust of the whole or any part of the property of the
corporation at the time owned or thereafter acquired.

To purchase, hold, sell and transfer the shares of its capital stock.

To have one or more offices and to conduct any or all of its operations
and business and to promote its objects, within or without the State of
Delaware, without restriction as to place or amount.

To carry on any other business in connection therewith.

To do any or all of the things herein set forth as principal, agent,
contractor, trustee or otherwise, alone or in company with others.

To engage in the business of broadcasting by means of radio and any and
all other means of wireless communications including television, facsimile,
and both amplitude and frequency modulation; to own and operate a radio
station or stations; to employ, engage, train, present, or otherwise utilize
artists, performers, singers, speakers, lecturers, musicians, actors,
specialty performers, entertainers, experts, technicians or such other talent
and assistants as may be necessary, useful or advantageous in the conduct of
any business of this corporation; upon its own behalf or upon the behalf of
others, to arrange, present, produce, and to broadcast through its own radio
station or through a chain of radio stations, programs of entertainment,
amusement, education or otherwise and to make any and all contracts or
arrangements and to provide all facilities necessary, useful or advantageous
in the operation of a radio station or stations.

To manufacture, construct, purchase, sell, lease, install, own, operate,
repair, maintain and otherwise deal in and deal with radio broadcasting
apparatus, television transmitting or receiving apparatus, and equipment,
sets, accessories, parts, and instruments of all kinds and descriptions, and
any and all things used in connection with radio transmission, broadcasting,
reception and communication of any kind or description.

The objects and purposes specified herein shall be regarded as independent
objects and purposes and, except where otherwise expressed, shall be in no
way limited nor restricted by


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reference to or inference from the terms of any other clause or paragraph of
this certificate of incorporation.

The foregoing shall be construed both as objects and powers and the
enumeration thereof shall not be held to limit or restrict in any manner the
general powers conferred on this corporation by the laws of the State of
Delaware.

FOURTH. The total number of shares of stock which this corporation shall
have authority to issue is One Hundred Million (100,000,000) shares, divided
into two classes, namely, Preferred Stock and Common Stock. The number of
shares of Preferred Stock which this corporation is authorized to issue is
Five Hundred Thousand (500,000) shares without par value, and the number of
shares of Common Stock which this corporation is authorized to issue is
Ninety-Nine Million Five Hundred Thousand (99,500,000) shares of the par
value of One Dollar ($1.00) per share.

There is hereby expressly granted to the Board of Directors of the
corporation the power and authority to issue the Preferred Stock as a class
without series, or if so determined from time to time, in one or more series,
and to fix the voting rights, the designations, preferences and relative,
participating, optional or other special rights of the class of the Preferred
Stock or of one or more series thereof and the qualifications, limitations or
restrictions thereof with respect to the Preferred Stock authorized herein
in a resolution or resolutions adopted by the Board of Directors providing
for the issue of said stock. The holders of Preferred 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 further authorized to provide that the Preferred
Stock, when issued, may be convertible into or exchangeable for shares of any
other class or classes of stock of the corporation or of any series of the
same at such price or prices or rates of exchange and with such adjustments
as shall be stated and expressed in the resolution or resolutions providing
for the issue of such Preferred Stock adopted by the Board of Directors as
hereinabove provided.

Each and every resolution adopted by the Board of Directors providing for
the issuance of the Preferred Stock as a class or in series within such class
from time to time shall be, under certificate of the proper officers of the
corporation, filed with the Secretary of State of Delaware and a certified
copy thereof shall be recorded in the same manner as certificates of
incorporation are required to be filed and recorded.

We holder of Common Stock shall be entitled as such, as a matter of right,
to subscribe for or to purchase any part of any new or additional issue of
stock of any class whatsoever.

FIFTH. The minimum amount of capital with which it will commence business is
one thousand dollars ($1,000).

SIXTH. This corporation is to have perpetual existence.

SEVENTH. The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.

EIGHTH. In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the board of directors is expressly authorized:

To make, alter, amend and repeal the by-laws;


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To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to alter or
abolish any such reserve; to authorize and cause to be executed mortgages and
liens upon the property and franchises of this corporation;

To designate, by resolution passed by a majority of the whole board, one
or more committees, each to consist of two or more directors, which
committees, to the extent provided in such resolution or in the by-laws of
the corporation, shall have and may exercise any or all of the powers of the
board of directors in the management of the business and affairs of this
corporation and have power to authorize the seal of this corporation to be
affixed to all papers which may require it;

From time to time to determine whether and to what extent and at what
times and places and under what conditions and regulations the books and
accounts of this corporation, or any of them other than the stock ledger,
shall be open to the inspection of the stockholders, and no stockholder shall
have any right to inspect any account or book or document of the corporation,
except as conferred by law or authorized by resolution of the directors or of
the stockholders.

To sell, lease or exchange all of its property and assets, including its
good-will and its corporate franchises, upon such terms and conditions and
for such consideration, which may be in whole or in part shares of stock in,
and/or other securities of, any other corporation or corporations, when and
as authorized by the affirmative vote of the holders of a majority of the
stock issued and outstanding having voting power given at a stockholders
meeting duly called for that purpose.

This corporation may in its by-laws confer powers additional to the
foregoing upon the directors, in addition to the powers and authorities
expressly conferred upon them by law.

NINTH. If the by-laws so provide, the stockholders and directors shall have
power to hold their meetings, to have an office or offices and to keep the
books of this corporation (subject to the provisions of the statute) outside
of the State of Delaware at such places as may from time to time be
designated by the by-laws or by resolution of the directors.

TENTH. This corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation in the manner
now or hereafter prescribed by law and all rights conferred on officers,
directors and stockholders herein are granted subject to this reservation.

ELEVENTH. Any action required or permitted to be taken at an annual or
special meeting of stockholders shall be taken only at such a meeting and
shall not be taken by the written consent of stockholders in lieu of a
meeting.

IN WITNESS WHEREOF, Rollins, Inc. has caused this Restated Certificate of
Incorporation to be signed by R. Randall Rollins, its President, and attested
by H. Tim Crow, its Secretary, this 28 day of July, 1981.

ATTEST: ROLLINS, INC.


By: /s/ H. Tim Crow By: /s/ R. Randall Rollins
-------------------------- --------------------------
H. Tim Crow, R. Randall Rollins,
Secretary President