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EXHIBIT 3.01
RESTATED
CERTIFICATE OF INCORPORATION
of
HARTFORD LIFE, INC.
ARTICLE FIRST
The name of the corporation is Hartford Life, Inc. (hereinafter the
"Corporation").
ARTICLE SECOND
The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle. The
name of its registered agent at that address is The Corporation Trust Company.
ARTICLE THIRD
The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the
Delaware General Corporation Law (the "DGCL").
ARTICLE FOURTH
The total number of shares of stock that the Corporation shall have
authority to issue is 1,000 shares of Common Stock, par value $.01 per share.
ARTICLE FIFTH
In furtherance and not in limitation of the powers conferred upon it by
law, the Board of Directors of the Corporation is expressly authorized to adopt,
amend or repeal the By-laws of the Corporation.
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ARTICLE SIXTH
To the fullest extent permitted by the DGCL as it now exists
and as it may hereafter be amended, no director shall be personally liable to
the Corporation or any of 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 law, (iii) pursuant to Section 174 of the DGCL or (iv) for
any transaction from which the director derived an improper personal benefit.
Any repeal or modification of this Article Seventh by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification with respect
to acts or omissions occurring prior to such repeal or modification.
ARTICLE SEVENTH
Unless and except to the extent that the By-laws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot.
