CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
1. The name of the Corporation (hereinafter called the "Corporation") is the
Guardian Insurance & Annuity Company, Inc.
2. The Certificate of Incorporation of the Corporation is hereby amended by
striking out Article IV thereof and substituting in lieu of said Article the
following new Article:
"Section 4.1 Capital Stock. The total number of shares of stock which the
Corporation shall have authority to issue is twenty thousand (20,000)
shares, all of which shall be one class of common stock of the par value
of One Hundred Twenty-Five Dollars ($125.00) each."
3. The amendment of the Certificate of Incorporation herein certified has been
duly adopted and written consent has been given in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.
THE GUARDIAN INSURANCE
ANNUITY COMPANY, INC.
By: /s/ Frank L. Pepe
---------------------------
Frank L. Pepe
Vice President & Controller
Signed on
December 21, 1999
