DECLARATION OF INTENTION
AND CHARTER OF
SAGE LIFE ASSURANCE COMPANY OF NEW YORK
DECLARATION OF INTENTION
We, the undersigned, all being natural persons over the age of twenty-one,
and a majority of us being citizens of the United States, and at least three of
us being residents of the State of New York, do hereby declare our intention to
form a stock insurance corporation pursuant to the provisions of the Insurance
Law of the State of New York for the purpose of transacting life insurance,
annuities, and accident and health insurance business as authorized by
paragraphs 1, 2 and 3, respectively, of Section 1113(a) of the Insurance Law of
the State of New York, under the name "Sage Life Assurance Company of New York",
and we do hereby make, sign, acknowledge and file this Declaration of Intention
and adopt and set forth the proposed Charter of such corporation for the
aforesaid purpose, as follows:
CHARTER
ARTICLE I
NAME
The name of the corporation shall be "Sage Life Assurance Company of New
York".
ARTICLE II
PRINCIPAL OFFICE
The principal office of the corporation shall be located in the City of
White Plains, County of Westchester and State of New York.
ARTICLE III
POWERS
The corporation shall have the power to transact life insurance, annuities
and accident and health insurance business as described in paragraphs 1, 2 and 3
of Section 1113(a) of the Insurance Law of the State of New York, as amended, to
wit:
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(1) Life insurance, meaning every insurance upon the lives of human beings,
and every insurance appertaining thereto, including the granting of
endowment benefits, additional benefits in the event of death by accident,
additional benefits to safeguard the contract from lapse, accelerated
payments of part or all of the death benefit or a special surrender value
upon diagnosis (A) of terminal illness defined as a life expectancy of
twelve months or less, or (B) of a medical condition requiring
extraordinary medical care or treatment regardless of life expectancy, or
provide a special surrender value, upon total and permanent disability of
the insured, and optional modes of settlement of proceeds. "Life insurance"
also includes additional benefits to safeguard the contract against lapse
in the event of unemployment of the insured. Amounts paid the corporation
for life insurance and proceeds applied under optional modes of settlement
or under dividend options may be allocated by the corporation to one or
more separate accounts pursuant to section four thousand two hundred forty
of the New York Insurance Law;
(2) Annuities, meaning all agreements to make periodical payments for a
period certain or where the making or continuance of all or some of a
series of such payments, or the amount of any such payment, depends upon
the continuance of human life, except payments made under the authority of
paragraph one hereof. Amounts paid the corporation to provide annuities and
proceeds applied under optional modes of settlement or under dividend
options may be allocated by the corporation to one or more separate
accounts pursuant to section four thousand two hundred forty of the New
York Insurance Law;
(3) Accident and health insurance, meaning (A) insurance against death or
personal injury by accident or by any specified kind or kinds of accident
and insurance against sickness, ailment or bodily injury, including
insurance providing disability benefits pursuant to article nine of the New
York State Workers' Compensation Law, except as specified in item (B)
hereof; and (B) non-cancellable disability insurance, meaning insurance
against disability resulting from sickness, ailment or bodily injury (but
excluding insurance solely against accidental injury) under any contract
which does not give the corporation the option to cancel or otherwise
terminate the contract at or after one year from its effective date or
renewal date;
and any amendments to such paragraphs or provisions in substitution
therefor which may be hereafter adjusted. The corporation shall also have
the power to effect reinsurance of risks taken by it, and to assume by way
of reinsurance similar risks taken by other insurers and reinsurers. In
addition, the corporation shall have the power to transact any other kind
or kinds of business to the extent now or hereafter permitted for life
insurance companies under the Insurance Law of the State of New York and
necessarily or properly incidental to the kind or kinds of insurance
business which the corporation is authorized to do.
ARTICLE IV
EXERCISE OF CORPORATE POWERS
<PAGE>
Section 1. The corporate powers shall be exercised by a Board of Directors,
a President, one or more Vice Presidents, a Secretary and a Treasurer, and by
such other officers and such committees as the Board of Directors may elect or
appoint. The Directors shall have all of the qualifications, powers and
authority and shall be subject to all of the limitations as set forth in the
Insurance Law of the State of New York.
Section 2. The Board of Directors shall have the power to make, alter,
amend or repeal the bylaws of the corporation (except in those cases where
stockholder action is required by law).
ARTICLE V
NUMBER OF DIRECTORS
The number of Directors shall be nine, except that the number of Directors
shall be increased to thirteen within one year following the end of the calendar
year in which the corporation exceeds one and one-half billion U.S. dollars in
admitted assets.
ARTICLE VI
PROVISIONS CONCERNING DIRECTORS AND OFFICERS
Section 1. An election of Directors shall be held annually at a place and
time specified by the Board of Directors on the first Tuesday of December, if
not a legal holiday in the state of New York, and, if such day is a legal
holiday, then on the next succeeding business day not a legal holiday at the
corporation's principal office at 10:00 A.M. Each Director shall serve until his
successor is elected and qualified.
Section 2. The President, one or more Vice Presidents, a Secretary and a
Treasurer shall be elected annually by the Directors at the first meeting of the
Board of Directors held after the election of the Directors as provided in
Section 1 of this Article VI. Each of such officers shall hold office until the
election of his successor. All other officers shall be elected or appointed by
the Board of Directors, or in such manner as the By-laws may prescribe.
Section 3. Whenever any vacancy or vacancies shall occur in the Board of
Directors by death, resignation, removal or otherwise, a majority of the
remaining members of the Board of Directors, at a meeting called for that
purpose, or at any regular meeting, shall elect a Director or Directors to fill
the vacancy or vacancies thus occasioned, and each Director so elected shall
serve until his successor is elected and is qualified. If, because of any
vacancy or vacancies in the Board of Directors, the number of Directors shall be
less than nine (or such larger number to which the number of Directors of the
corporation is increased pursuant to this Charter), the corporation shall not
for that reason be dissolved, but every Director shall continue to hold office
and discharge his duties until his successor shall have been elected and
qualified.
Section 4. Vacancies in any office may be filled for the remainder of the
term in which the same shall occur by a majority vote of the Board of Directors.
<PAGE>
Section 5. At all times, a majority of Directors shall be citizens and
residents of the United States, not less than three Directors shall be residents
of New York and no Director shall be less than twenty-one years of age. At least
four Directors or one-third of the Board of Directors, whichever is greater,
shall be persons who are not officers or employees of the corporation or any
entity controlling, controlled by, or under common control with the corporation
and who are not beneficial owners of a controlling interest in the voting stock
of the corporation or any such entity. Directors need not be stockholders.
ARTICLE VII
INITIAL DIRECTORS
The names and post office residence addresses of the Directors who shall
serve until the first annual meeting of stockholders and until their successors
are duly elected are:
<TABLE>
<CAPTION>
Names Addresses
<S> <C>
James F. Bronsdon 28 Stephana Lane
Waterbury, Connecticut 06710
Mitchell R. Katcher 119 Haviland Road
Stamford, Connecticut 06903
Robert J. Kiggins 211 Eastland Avenue
Pelham, New York 10803
Robin I. Marsden 1 Edgewood Place
Greenwich, Connecticut 06830
Paul C. Meyer 30 West Orchard Road
Chappaqua, New York 10514
Margaret A. Petrie 99 Locust Ridge
Cross River, New York 10518
Ronald S. Scowby 187 Kent Road
Warren, Connecticut 06754
H. Louis Shill 3 Nettleton Road
Cape Town
South Africa 8001
Richard D. Starr 22507 S.E. 47th Place
Issaquah, Washington 98027
</TABLE>
ARTICLE VIII
<PAGE>
DURATION
The duration of the existence of the corporation shall be perpetual.
ARTICLE IX
CAPITAL
The amount of the capital of the corporation shall be two million dollars
($2,000,000), which shall consist of two thousand (2,000) shares of Common Stock
with a par value of one thousand dollars ($1,000.00) per share.
ARTICLE X
EXCULPATION
No Director shall be personally liable to the corporation or any of its
stockholders for damages for any breach of duty as a Director; provided,
however, that the foregoing provision shall not eliminate or limit the liability
of a Director if a judgment or other final adjudication adverse to him or her
establishes that his or her acts or omissions were in bad faith or involved
intentional misconduct or were acts or omissions (i) that he or she knew or
reasonably should have known violated the New York Insurance Law or (ii) that
violated a specific standard of care imposed on Directors directly, and not by
reference, by a provision of the New York Insurance Law (or any regulations
promulgated thereunder) or (iii) that constituted a knowing violation of any
other law, or establishes that he or she personally gained in fact a financial
profit or other advantage to which he or she was not legally entitled.
IN WITNESS WHEREOF, the undersigned hereby make, sign and acknowledge this
Declaration of Intention and Charter.
JAMES F. BRONSDON
STATE OF )
) ss:.
COUNTY OF )
On March , 1998, before me personally came James F. Bronsdon, to me
personally known and known to me to be the person who executed the foregoing
instrument, and he duly acknowledged before me that he executed the same.
Notary Public
MITCHELL R. KATCHER
STATE OF )
<PAGE>
) ss:.
COUNTY OF )
On March , 1998, before me personally came Mitchell R. Katcher, to me
personally known and known to me to be the person who executed the foregoing
instrument, and he duly acknowledged before me that he executed the same.
Notary Public
ROBERT J. KIGGINS
STATE OF )
) ss:.
COUNTY OF )
On March , 1998, before me personally came Robert J. Kiggins, to me
personally known and known to me to be the person who executed the foregoing
instrument, and he duly acknowledged before me that he executed the same.
Notary Public
ROBIN I. MARSDEN
STATE OF )
) ss:.
COUNTY OF )
On March , 1998, before me personally came Robin I. Marsden, to me
personally known and known to me to be the person who executed the foregoing
instrument, and he duly acknowledged before me that he executed the same.
Notary Public
PAUL C. MEYER
STATE OF )
) ss:.
COUNTY OF )
<PAGE>
On March , 1998, before me personally came Paul C. Meyer, to me personally
known and known to me to be the person who executed the foregoing instrument,
and he duly acknowledged before me that he executed the same.
Notary Public
MARGARET A. PETRIE
STATE OF )
) ss:.
COUNTY OF )
On March , 1998, before me personally came Margaret A. Petrie,
to me personally known and known to me to be the person who executed the
foregoing instrument, and she duly acknowledged before me that she executed the
same.
Notary Public
RONALD S. SCOWBY
STATE OF )
) ss:.
COUNTY OF )
On March , 1998, before me personally came Ronald S. Scowby, to me
personally known and known to me to be the person who executed the foregoing
instrument, and she duly acknowledged before me that she executed the same.
Notary Public
H. LOUIS SHILL
STATE OF )
) ss:.
COUNTY OF )
On March , 1998, before me personally came H. Louis Shill, to me personally
known and known to me to be the person who executed the foregoing instrument,
and she duly acknowledged before me that she executed the same.
<PAGE>
Notary Public
RICHARD D. STARR
STATE OF )
) ss:.
COUNTY OF )
On March , 1998, before me personally came Richard D. Starr, to me
personally known and known to me to be the person who executed the foregoing
instrument, and he duly acknowledged before me that he executed the same.
Notary Public
