EXHIBIT 1.(A)(6)(B)
Bylaws of First Ameritas Life Insurance Corp. of New York
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EXHIBIT 1.(A)(6)(B)
Bylaws of First Ameritas Life Insurance Corp. of New York
BY-LAWS
OF
FIRST AMERITAS LIFE INSURANCE CORP.
OF NEW YORK
ARTICLE 1
SHAREHOLDERS MEETING
SECTION 1. Annual Meeting. The annual meeting of the shareholders for the
election of the directors and for the transaction of such other business as may
come before such meeting shall be held on the first Monday in March of each
year, beginning in 1993, or if such day is a holiday, on the next succeeding
business day at the principal office of the Company in Rockland County or at
such other place within or without New York State for the purpose of electing
directors and for the transaction of such other business as may properly be
brought before the meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the Secretary upon written request of the Chairman of the Board, the
President, three directors, or
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shareholders owning of record at least 25% of the shares of the Company issues
and outstanding and entitled to vote. At a special meeting, no business will be
transacted and no corporate action shall be taken other than that stated in the
notice of the meeting.
SECTION 3. PLACE OF MEETING. Unless otherwise waived in writing, all
meetings of the shareholders shall be held at the office of the Company in
Rockland County, or at such other place or places within or without the State of
New York as shall from time to time be designated by the Board of Directors.
SECTION 4. NOTICE OF MEETING. Notice of all meetings, annual or special,
shall be given by mailing to each shareholder entitled to vote thereat, at least
ten days and not more than fifty days before such meeting, a written or printed
notice of the time, place and purpose or purposes thereof.
SECTION 5. QUORUM. The holders of a majority of the outstanding stock
entitled to vote at any meeting represented in person or by proxy, shall
constitute a quorum for all purposes. In the absence of a quorum, the
shareholders entitled to vote thereat, represented in person or by proxy, may
adjourn the meeting to a day certain.
SECTION 6. VOTING. At all meetings of shareholders each share of stock
held by a shareholder entitled to vote on any matter, represented in person or
by proxy, shall be entitled to one vote. Proxies shall be dated, in writing and
shall be signed by the shareholder or its attorney-in-fact; provided, however,
that if the shareholder is a corporation its proxy shall either have its
corporate seal affixed or shall be accompanied by evidence satisfactory to the
Company that the proxy has been signed on behalf of such shareholder by a duly
authorized officer. Two inspectors of election shall be appointed by the
President at any shareholders meeting at which inspectors are required.
SECTION 7. WRITTEN CONSENT. Any action required or permitted to be taken
at any meeting of shareholders may be taken without a meeting by the written
consent thereto of the shareholders,
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setting forth such action and signed by the holders of all the outstanding
shares entitled to vote thereon.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. NUMBER, AUTHORITY AND QUALIFICATIONS. The business of the
Company shall be conducted and the property of the Company shall be managed by a
Board of Directors consisting of thirteen directors. Not less than one-third of
the directors shall be persons who are not officers or employees of the Company
or of any entity controlling, controlled by or under common control with such
Company and who are not beneficial owners of a controlling interest in the
voting stock of such Company or any such entity. No outside directors may stand
for re-election to the Board of Directors after his or her 69th birthday and no
inside director may stand for re-election to the Board of Directors or continue
to serve on the Board of Directors after his or her retirement from active
Company service.
At all times a majority of the directors shall be citizens and residents
of the United States and not less than three thereof will be residents of the
State of New York. Directors shall be at least 18 years of age but need not be
shareholders.
SECTION 2. ELECTION AND REMOVAL. The Board of Directors shall be elected
at the annual meeting of shareholders to serve until the next annual meeting and
until their successors shall be elected and qualified. Any or all of the
directors may be removed, with or without cause, by vote of the shareholders
entitled to vote thereon.
SECTION 3. VACANCIES. Whenever any vacancy shall occur in the office of a
director, such vacancy may be filled for the unexpired term by vote of the
shareholders entitled to vote thereon, or
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by a majority vote of the remaining directors. Where the number of directors is
increased, additional directors may be elected by the shareholders entitled to
vote thereon, or by the Board of Directors.
SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held immediately following the annual meeting of the shareholders and
as frequently as the dispatch of business shall require and in any event at
least four times in each calendar year.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by order of the Chairman of the Board, the President, the
Secretary, or upon the written request of any two members of the Board.
SECTION 6. PLACE OF MEETING. Meetings of the Board of Directors shall be
held at the office of the Company in Rockland County or at such other place
within or without the State of New York as may be designated in the notice
thereof.
SECTION 7. NOTICE OF MEETINGS. Unless notified in writing, notice of all
regular or special meetings, other than the regular meeting held immediately
following the annual meeting of shareholders, shall be given by mailing to each
director at least seven days before such meeting, a written or printed notice of
the time and place thereof. Such notice may also be given by telegram or
personal delivery at least three business days before such meeting.
SECTION 8. BUSINESS TRANSACTED AT MEETINGS. No business and no corporate
action shall be considered at any special meeting of the Board of Directors
(other than that stated in any notice of such meeting) except by the unanimous
vote of all the directors present at such meeting.
SECTION 9. QUORUM. A quorum shall consist of one-third of the directors
then in office but not less than five. At least one member of the Board of
Directors who is not an officer or employee of the Company or of any entity
controlled by or under common control with the Company and who
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is not beneficial owner of a controlling interest in the voting stock of the
Company or any such entity must be included in any quorum for the transaction of
business at any meeting of the Board.
SECTION 10. ACTION BY THE BOARD. Any reference to corporate action to be
taken by the Board of Directors shall mean such action at a meeting of the
Board. The vote of a majority of the directors present at the time of the vote,
if a quorum is present at such time, shall be the act of the Board.
SECTION 11. COMPENSATION. The compensation of directors shall be regulated
and determined, from time to time, by resolution of the Board of Directors;
provided that nothing herein contained shall be construed to preclude any
director from serving the Company in any other capacity and in receiving
compensation or commission therefore, provided that such compensation or
commission does not violate any laws of the State of New York applicable
thereto.
ARTICLE III
EXECUTIVE COMMITTEE
SECTION 1. MEMBERSHIP. The Board of Directors by a majority vote of the
whole Board may elect from its own number an Executive Committee, to serve at
the pleasure of the Board, consisting of not less than three nor more than seven
members, the number to be determined by the Board of Directors. Not less than
one-third of the members of such Committee shall be persons who are not officers
or employees of the Company or of any entity controlled by or under common
control with the Company and who are not beneficial owners of a controlling
interest in the voting stock of the Company or any such entity. The Executive
Committee shall elect from among its members a Chairman.
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SECTION 2. POWERS OF THE EXECUTIVE COMMITTEE. The Executive Committee
during the intervals between meetings of the Board of Directors shall have and
may exercise, except as otherwise provided by statute, all the powers of the
Board with respect to the conduct and management of the business and property of
the Company and shall have the power to authorize the seal of the Company to be
affixed to all papers which may require it.
SECTION 3. MEETINGS. Meetings of the Executive Committee may be called by
order of the Chairman of the Committee or of any two members of the Committee.
The Committee shall prepare regular minutes of the transactions at its meetings
and for that purpose may appoint a secretary to record the proceedings thereat.
The Committee shall cause such minutes to be maintained in books kept for that
purpose. All actions of the Committee shall be reported to the Board of
Directors at its next meeting succeeding the date of such action.
SECTION 4. PLACE OF MEETING. Meetings of the Executive Committee shall be
held at the office of the Company in Rockland County or at such other place,
within or without the State of New York, as may be designated in the notice
thereof.
SECTION 5. NOTICE OF MEETINGS. Unless otherwise waived in writing, notice
of all meetings shall be given by mailing to each member at least three days
before such meeting, a written or printed notice of the time and place thereof.
Such notice may also be given by telegram or personal delivery at least one day
before such meeting.
SECTION 6. QUORUM. A quorum shall consist of a majority of the total
number of members of the Committee then in office but not less than three
members. At least one member of the Committee who is not an officer or employee
of the Company or of any entity controlled by or under common control with the
Company and who is not beneficial owner of a controlling interest in the
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voting stock of the Company or any such entity must be included in any quorum
for the transaction of business at any meeting of the Committee.
ARTICLE IV
FINANCE COMMITTEE
SECTION 1. MEMBERSHIP. The Board of Directors by a majority vote of the
whole Board may elect from its own number a Finance Committee to serve at the
pleasure of the Board consisting of not less than three nor more than seven
members, the number to be determined by the Board of Directors. Not less than
one-third of the members of such Committee shall be persons who are not officers
or employees of the Company or of any entity controlled by or under common
control with the Company and who are not beneficial owners of a controlling
interest in the voting stock of the Company or any such entity. The Finance
Committee shall elect from among its members a Chairman.
SECTION 2. POWER OF THE FINANCE COMMITTEE. The Finance Committee shall
possess and may exercise all the powers of the Board of Directors with respect
to the investments of the funds of the Company.
SECTION 3. MEETINGS. Meetings of the Finance Committee may be called by
order of the Chairman of the Committee or by any two members of the Committee.
The Committee shall prepare regular minutes of the transactions at its meetings
and for that purpose may appoint a secretary to record the proceedings thereat.
The Committee shall cause such minutes to be maintained in books kept for that
purpose. All actions of the Committee shall be reported to the Board of
Directors at its next meeting succeeding the date of such action.
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SECTION 4. PLACE OF MEETINGS. Meetings of the Finance Committee shall be
held at the office of the Company in Rockland County or at such other place
within or without the State of New York as may be designated in the notice
thereof.
SECTION 5. NOTICE OF MEETINGS. Unless otherwise waived in writing, notice
of all meetings shall be given by mailing to each member at least three days
before such meeting, a written or printed notice of the time and place thereof.
Such notice may also be given by telegram or personal delivery at least one day
before such meetING.
SECTION 6. QUORUM. A quorum shall consist of a majority of the total
number of members of the Committee then in office but not less than three
members. At least one member of the Committee who is not an officer or employee
of the Company or of any entity controlled by or under common control with the
Company and who is not beneficial owner of a controlling interest in the voting
stock of the Company or any such entity must be included in any quorum for the
transaction of business at any meeting of the Committee.
ARTICLE V
AUDIT AND COMPENSATION COMMITTEE
SECTION 1. MEMBERSHIP. The Board of Directors by a majority vote of the
whole Board shall elect from its own number an Audit and Compensation Committee
to serve at the pleasure of the Board consisting of not less than three nor more
than seven members, the number to be determined by the Board of Directors. The
members of the Committee shall be comprised solely of directors who are not
officers or employees of the Company or of any entity controlled by or under
common control with the Company and who are not beneficial owners of a
controlling interest in the voting stock of
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the Company or any such entity. The Audit and Compensation Committee shall elect
from among its members a Chairman.
SECTION 2. POWER OF THE AUDIT AND COMPENSATION COMMITTEE. The Audit and
Compensation Committee shall possess and may exercise all the powers of the
Board of Directors with respect to recommending the selection of independent
certified public accountants reviewing the Company's financial condition, the
scope and results of the independent audit and any internal audit, nominating
candidates for director for election by shareholders, evaluating the performance
of officers deemed by such Committee to be principal officers of the Company,
and recommending to the Board of Directors the selection and compensation of
such principal officers. SECTION 3. Meetings. Meetings of the Audit and
Compensation Committee may be called by order of the Chairman of the Committee
or by any two members of the Committee. The Committee shall prepare regular
minutes of the transactions at its meetings and for that purpose may appoint a
secretary to record the proceedings thereat. The Committee shall cause such
minutes to be maintained in books kept for that purpose. All actions of the
Committee shall be reported to the Board of Directors at its next meeting
succeeding the date of such action.
SECTION 4. PLACE OF MEETINGS. Meetings of the Audit and Compensation
Committee shall be held at the office of the Company in Rockland County or at
such other place within or without the State of New York as may be designated in
the notice thereof.
SECTION 5. NOTICE OF MEETINGS. Unless otherwise waived in writing, notice
of all meetings shall be given by mailing to each member at least three days
before such meeting, a written or printed notice of the time and place thereof.
Such notice may also be given by telegram or personal delivery at least one day
before such meeting.
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SECTION 6. QUORUM. A quorum shall consist of a majority of the total
number of members of the Committee then in office but not less than three
members.
ARTICLE VI
COMMITTEES - GENERAL
SECTION 1. OTHER BOARD COMMITTEES. The Board of Directors may from time to
time by resolution passed by a majority of the whole Board, designate one or
more committees in addition to the Executive and Finance Committees, each
committee to consist of three or more of the directors of the Company, for such
purposes as the Board may from time to time determine. Any such committee to the
extent provided by resolution of the Board shall have all the authority of the
Board to the extent permitted by law and shall have such functions and duties as
the Board shall prescribe. Not less than one-third of the members of such
Committee shall be persons who are not officers or employees of the Company or
of any entity controlled by or under common control with the Company and who are
not beneficial owners of a controlling interest in the voting stock of the
Company or any such entity.
A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power to change the
members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.
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SECTION 2. ALTERNATES AND SUBSTITUTES. The Board of Directors may by
resolution passed by a majority of the whole Board designate one or more
directors as alternate members of any Committee who may replace any absent
member of members at any meeting of such committee.
SECTION 3. COMPENSATION. Each member of the Executive Committee, Finance
Committee and any other Committee designated by the Board, shall be entitled to
receive from the Company for each meeting of any such Committee which he shall
attend such fee, if any, as shall be fixed by the Board of Directors, together
with reimbursement, to the extent authorized by resolution of the Board, for the
reasonable expenses incurred by him in connection with the performance of his
duties.
ARTICLE VII
OFFICERS
SECTION 1. DUTIES IN GENERAL. All officers of the Company, in addition to
the duties prescribed by the by-laws, shall perform such duties in the conduct
and management of the business and property of the Company as may be determined
by the Board of Directors. In the case of more than one person holding an office
of the same title, any of them may perform the duties of the office except
insofar as the Board of Directors or the President may otherwise direct. Any two
or more offices may be held by the same person except the offices of President
and Secretary.
SECTION 2. NUMBER AND DESIGNATION. The officers of the Company shall be a
Chairman of the Board, a President, a Secretary and a Treasurer. Other officers,
including one or more Vice- Presidents, may be designated as the Board of
Directors may from time to time deem advisable.
SECTION 3. ELECTION AND TERM OF OFFICE. All officers shall be elected
annually by the Board of Directors at the meeting of the Board held immediately
following the annual meeting of shareholders and shall hold office at the
pleasure of the Board until their successors shall have been
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duly elected and qualified. The Board of Directors shall also have the power at
any time and from time to time to elect or appoint or delegate its power to
appoint, any additional officers not then elected, and any such officer so
elected or appointed shall serve at the pleasure of the Board until the next
annual meeting of shareholders and until their respective successors shall be
elected or appointed or qualified. A vacancy in any office resulting from death,
resignation, removal, disqualification or from any other cause, shall be filled
for the balance of the unexpired term by the Board of Directors at a meeting
called for that purpose, or at any regular meeting, or, if such office has been
filled prior to such vacancy by appointment other than by the Board, by the
committee or person making such appointment.
SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
at all meetings of the Board of Directors and of the shareholders and shall
perform such other duties as the Board of Directors shall confer on him from
time to time.
SECTION 5. PRESIDENT. The President shall, in the absence of the Chairman
of the Board preside at all meetings of the shareholders and of the Board of
Directors. He shall have all the powers and perform all of the duties generally
pertaining to the President of a corporation.
SECTION 6. VICE-PRESIDENTS. The Vice-Presidents shall have such powers and
perform such duties as may be assigned to them from time to time by the Board of
Directors or the President. The Board of Directors or the President may from
time to time determine the order of priority as between two or more
Vice-Presidents.
SECTION 7. SECRETARY. The Secretary shall have custody of the minutes of
the meetings of the shareholders, of the Board of Directors, of the Executive
Committee and of the Finance Committee; shall issue notices of meeting; shall
have custody of the Company's seal and corporate books and records; shall have
charge of the issuance, transfer and cancellation of stock certificates; shall
have
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authority to cancel stock certificates; shall have authority to attest and affix
the corporate seal to any instruments executed on behalf of the Company; and
shall perform such other duties as are incident to his office and as are
required by the Board of Directors or the President.
SECTION 8. TREASURER. The Treasurer shall perform the duties incident to
his office and such other duties as are required of him by the Board of
Directors or the President.
SECTION 9. OTHER OFFICERS. Other officers who may from time to time be
elected by the Board of Directors shall have such powers and perform such duties
as may be assigned to them by the Board of Directors or the President.
SECTION 10. COMPENSATION. The compensation of the officers shall be fixed
by the Board of Directors.
ARTICLE VIII
CAPITAL STOCK
SECTION 1. CERTIFICATES. Every shareholder shall be entitled to a
certificate, dated and numbered in sequence of issue, signed by the Chairman of
the Board, the President or Vice-President and by the Secretary or Assistant
Secretary or the Treasurer or Assistant Treasurer and under the seal of the
Company, certifying the number of shares and class of stock to which he is
entitled.
SECTION 2. TRANSFER. Transfers of stock may be made on the books of the
Company only by the holder thereof in person or by his attorney duly authorized
thereto in writing and upon surrender and cancellation of the certificate
therefor duly endorsed or accompanied by a duly executed stock power.
SECTION 3. LOST OR DESTROYED CERTIFICATES. The Board of Directors may
order a new certificate to be issued in place of a certificate lost or destroyed
upon proof of such loss or destruction
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and upon tender to the Company by the shareholder of a bond in such amount and
in such form and with or without surety as may be ordered, indemnifying the
Company against any liability, claim, loss, cost or damage by reason of such
loss or destruction and the issuance of a new certificate.
SECTION 4. DETERMINING SHAREHOLDERS OF RECORD. In lieu of closing the
books of the corporation, the Board of Directors may fix a time in the future as
a record date for the determination of the shareholders entitled "To Notice of
and to Vote at any Meeting of Shareholders." The record date so fixed shall be
not less than ten (10) days nor more than fifty (50) days prior to the meeting.
When a record date is so fixed, only shareholders of record on that date are
entitled to notice of and to vote at the meeting notwithstanding any transfer of
any shares on the books of the corporation after the record date. If the Board
of Directors does not fix such a record date, only persons in whose names shares
entitled to vote stand on the stock records of the corporation on the day three
(3) days prior to any meeting of the shareholders are entitled to vote at the
meeting.
ARTICLE IX
DIVIDENDS
Dividends may be declared at such times and in such amounts as the Board
of Directors may determine provided that the same is declared and paid in
accordance with the laws of the State of New York applicable thereto.
ARTICLE X
CORPORATE FUNDS AND SECURITIES
Section 1. DEPOSITS OF FUNDS. Bills, notes, checks, negotiable instruments
or any other evidence of indebtedness payable to and received by the Company may
be endorsed for deposit to the
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credit of the Company by such officers or agents of the Company as the Board of
Directors, Executive Committee, or Finance Committee may determine and, when
authorized by the Board of Directors, Executive Committee, or Finance Committee,
may be endorsed for deposit to the credit of agents of the Company in such
manner as the Board of Directors, Executive Committee, or Finance Committee may
direct.
SECTION 2. WITHDRAWALS OF FUNDS. All disbursements of the funds of the
Company shall be made by check, draft or other order signed by such officers or
agents of the Company as the Board of Directors, Executive Committee, or Finance
Committee may from time to time authorize to sign the same.
SECTION 3. SALE AND TRANSFER OF SECURITIES. All sales and transfers of
securities shall be made by any member of the Executive Committee or Finance
Committee or by any officer of the Company under authority granted by a
resolution of the Board of Directors, the Executive Committee or the Finance
Committee.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 1. VOTING STOCK OF OTHER CORPORATIONS. The Chairman of the Board,
the President, any Vice-President or any other officer designated by the Board
of Directors of the Company, the Executive Committee or Finance Committee may
execute in the name of the Company and affix the corporate seal to any proxy or
power of attorney authorizing the proxy or proxies or attorney or attorneys
named therein to vote the stock of any corporation held by this Company on any
matter on which such stock may be voted. If any stock owned by this Company is
held in any name other than the name of this Company, instructions as to the
manner in which such stock is to be voted on behalf
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of this Company may be given to the holder of record by the Chairman of the
Board, the President, any Vice-President, or any other officer designed by the
Board of Directors, Executive Committee or Finance Committee.
SECTION 2. NOTICES. Any notice under these by-laws may be given by mail by
depositing the same in a post office or postal letter box or postal mail chute
(hereinafter called "postal depository") in a sealed post-paid wrapper addressed
to the person entitled thereto at his address as the same appears upon the books
or records of the Company or at such other address as may be designated by such
person in a written instrument filed with the Secretary of the Company prior to
the sending of such notice, except that notices which may be given by telegram
or personal delivery may be telegraphed or delivered, as the case may be, to
such person at such address; and such notice shall be deemed to be given at the
time such notice is mailed, telegraphed, or delivered personally.
SECTION 3. Waiver of Notice. Any shareholder, director or member of the
Executive Committee, Finance Committee or any other Committee, may at any time
waive any notice required to be given under these by-laws if such waiver is
given in writing and is signed either before, at or after the meeting to which
it relates. Presence at a meeting shall also constitute a waiver of notice
thereof unless the director objects to the failure to give such notice.
SECTION 4. SEAL. The corporate seal shall have inscribed thereon the name
of the Company, the year of its organization and the words "Corporate Seal New
York." The seal may be used by causing it or a facsimile thereof to be impressed
or affixed or otherwise reproduced.
SECTION 5. ACTION WITHOUT A MEETING. In lieu of any special scheduled
meeting of the Board of Directors or any committee thereof, any action required
or permitted to be taken by the Board of Directors or any committee thereof, may
be taken without a meeting if all members of the Board, or of such committee,
consent in writing to the adoption of a resolution authorizing the action. The
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resolution and the written consents thereto by the members of the Board or
committee shall be filed with the minutes of the proceedings of the Board or
committee. This section applies only when time is of the essence. This action
may not occur in lieu of a regular meeting.
SECTION 6. PARTICIPATING IN MEETING BY TELEPHONE. Any one or more members
of the Board of Directors or any committee thereof may participate in a meeting
of the Board or of such committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at such meeting.
ARTICLE XII
AMENDMENTS
The by-laws may be amended in whole or in part by the vote of a majority
of all of the shareholders or the vote of a majority of all of the members of
the Board of Directors.
Any amendment adopted by the Board of Directors may be rescinded upon
majority vote of all of the shareholders of the Company.
ARTICLE XIII
INDEMNIFICATION
Any person made or threatened to be made a party to an action or
proceeding, whether civil or criminal, by reason of the fact that he, his
testator or intestate then is or was a director, officer or employee of the
Company, or then serves or has served any other corporation in any capacity at
the request of the Company, shall be indemnified by the Company against
expenses, judgments, fines and amounts paid in settlement to the full extent
that officers and directors are permitted to be indemnified
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by the laws of the State of New York. The provisions of this article shall not
adversely affect any right to indemnification which any person may have apart
from the provisions of this article.
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