Exhibit 3.10


                                   RESTATED

                           ARTICLES OF INCORPORATION

                                      OF

                                   [Company]



                  FIRST: The name of the Corporation is [Company]
         (hereinafter, the "Corporation").

                  SECOND : The purpose of the Corporation is to engage in any
         lawful act or activity for which a corporation may be organized under
         the Business Corporation Act of Illinois, as amended, including, but
         not limited to, the acting as an insurance agent and the providing of
         insurance services, exclusive of the underwriting of insurance
         policies.

                  THIRD: The total number of shares of stock which the
         Corporation shall have authority to issue is One Thousand (1000)
         shares of Common Stock, each having a par value of one cent ($0.01).

                  FOURTH: The address of the registered agent of the
         Corporation is 208 South LaSalle Street, Chicago, Illinois 60604. The
         name of the registered agent at that address is CT Corporation
         System.