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Exhibit 6
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
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I, Glenn W. Soden, Assistant Secretary of NATIONWIDE LIFE AND ANNUITY
INSURANCE COMPANY, hereby certify that the attached is a true and correct copy
of the AMENDED ARTICLES OF INCORPORATION of NATIONWIDE LIFE AND ANNUITY
INSURANCE COMPANY.
I further certify that the AMENDED ARTICLES OF INCORPORATION dated
January 30, 1995, have not been amended, altered, or repealed and are now in
full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and caused the
corporate seal of NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY to be hereto
affixed this 14th day of September, 2000.
/s/ GLENN W. SODEN
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Glenn W. Soden
Assistant Secretary
(seal)
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AMENDED ARTICLES OF INCORPORATION
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
* FIRST: The name of said Corporation shall be "NATIONWIDE LIFE
AND ANNUITY INSURANCE COMPANY."
SECOND: Said Corporation is to be located, and its principal offices
maintained, in the City of Columbus, County of Franklin, State
of Ohio.
THIRD: This Corporation is formed for the purpose of making insurance
upon the lives of individuals, and every type of insurance
appertaining thereto or connected therewith, and granting,
purchasing or disposing of annuities, as authorized by Section
3907.01, Ohio Revised Code, as it now exists or may hereafter
be amended.
FOURTH: The maximum number of shares which the Corporation is
authorized to have outstanding is Sixty-Six Thousand (66,000)
shares, all of which shall be with par value of Forty Dollars
($40.00) each.
FIFTH: The amount of capital with which the Corporation will begin
business is One Million Forty Thousand Dollars
($1,040,000.00).
SIXTH: The corporate powers and business of the Corporation shall be
exercised, conducted and controlled, and the corporate
property managed by a board of directors consisting of not
less than five (5), nor more than twenty-one (21), as may from
time to time be fixed by the Code of Regulations of the
Corporation. At the first election of directors one-third of
the directors shall be elected to serve until the next annual
meeting, one-third shall be elected to serve until the second
annual meeting, and one-third shall be elected to serve until
the third annual meeting; therefore all directors shall be
elected to serve for terms of three (3) years each, and until
their successors are elected and qualified. Vacancies in the
board of directors, arising from any cause, shall be filled by
the remaining directors.
The directors shall be elected at the annual meetings of the
stockholders by a majority of the stockholders present in
person or by proxy, provided that vacancies may be filled as
herein provided for.
The stockholders of the Corporation shall have the right,
subject to the statutes of the State of Ohio and these
Articles of Incorporation, to adopt a Code of Regulations
governing the transaction of the business and affairs of the
Corporation which may be altered, amended or repealed in a
manner provided by law.
* Amended effective January 30, 1995
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The board of directors shall elect from their own number a
Chairman of the Board of Directors, a General Chairman, and a
President. The board of directors shall also elect a Vice
President and a Secretary and a Treasurer, or a
Secretary-Treasurer. The board of directors may also elect or
appoint such additional vice presidents, assistant secretaries
and assistant treasurers as may be deemed advisable or
necessary, and may fix their duties. The board of directors
may appoint such other officers as may be provided in the Code
of Regulations. All officers, unless sooner removed by the
board of directors, shall hold office for one (1) year, or
until their successors are elected and qualified. Other than
the Chairman of the Board of Directors, the General Chairman
and the President, the officers need not be members of the
board of directors. Officers shall be elected at each annual
organization meeting of the board of directors, but elections
or appointments to fill vacancies may be had at any meeting of
the directors.
SEVENTH: The annual meeting of the stockholders of the Corporation
shall be held at such time as may be fixed in the Code of
Regulations of the Corporation. Any meeting of the
stockholders, annual or special, may be held in or outside the
State of Ohio. Reasonable notice of all meetings of
stockholders should be given, by mail or publication, or as
prescribed by the Code of Regulations or by law.
Amended effective January 30, 1995
