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EXHIBIT (6)(a)
ARTICLES OF INCORPORATION
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RESTATED
ARTICLES OF INCORPORATION
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
William A. Simpson and James W. Dederer hereby certify that:
1. They are the President and the Secretary, respectively, of
Transamerica Occidental Life Insurance Company, a California corporation.
2. The Articles of Incorporation of this corporation are amended and
restated to read as follows:
FIRST
The name of this corporation is TRANSAMERICA OCCIDENTAL LIFE INSURANCE
COMPANY.
SECOND
The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust
company business or practice of a profession Corporations Code. The business
permitted to the incorporated by the California corporation is to be an be of
the insurer.
THIRD
This corporation is authorized to issue only one class of stock; and
the total number of shares this corporation is authorized to issue is FOUR
MILLION (4,000,000) shares with a par value of $12.50 per share.
FOURTH
This corporation elects to be governed by all of the provisions of the
General Corporation Law effective January 1, 1977 not otherwise applicable to
it under Chapter 23 thereof.
FIFTH
The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California.
SIXTH
The corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) through by-law
provisions, agreements with the agents, vote of shareholders or disinterested
directors, or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject only to the limits on
excess indemnification set forth in Section 204 of the California Corporations
Code. The corporation is further authorized to provide insurance for agents as
set forth in
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Section 317 of the California Corporations Code, provided that, in cases where
the corporation owns all or a portion of the shares of the company issuing the
insurance policy, the company and/or the policy must meet one of the two sets of
conditions set forth in section 317, as amended.
3. The foregoing amendment and restatement of Articles of Incorporation
has been duly approved by the Board of Directors.
4. The foregoing amendment and restatement of Articles of Incorporation
has been duly approved by the required vote of shareholders of said corporation
in accordance with section 902 of the Corporations Code. The total number of
outstanding shares entitled to vote, with respect to the foregoing amendment was
2,206,933 shares; and the number of shares voting in favor of the foregoing
amendment equaled or exceeded the vote required, such required vote being more
than 50% of the outstanding shares entitled to vote.
The undersigned declare under penalty of perjury that the matters set
forth in the foregoing certificate are true of their own knowledge.
Executed at Los Angeles, California, on January 11, 1988.
TRANSAMERICA OCCIDENTAL
LIFE INSURANCE COMPANY
By: William A. Simpson
President
By: James W. Dederer
Secretary
