Ex. 6(a)
AMENDED AND RESTATED
ARTICLES OF INCORPORATION AND REDOMESTICATION
OF
JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
1. Name. The name of the corporation shall be Jefferson Pilot Financial
Insurance Company.
2. Principal Purpose. The principal purpose or purposes for which this
corporation is established are to insure persons against loss of life,
illness, or personal injury resulting from any cause, to make contracts
for endowments, to grant and purchase annuities, to insure persons and
corporations against loss on account of liability to others for personal
injuries, fatal or otherwise, to issue and become surety upon official,
indemnity and other bonds, and in general to conduct the business of life,
health, casualty, liability and indemnity insurance, in any or all its
branches, to invest its funds in real estate, personal property and
securities, subject to such limitations as may be provided by law, and to
manage, convey, mortgage, and pledge the same or any part thereof as
required in the transaction of its business, and to purchase, take,
receive, lease, or otherwise acquire, own, hold, improve, use and
otherwise deal in and with, real and personal property, wherever situated;
and the corporation may engage in any other business for which a
corporation may now or hereafter be organized under and may exercise all
general powers conferred by applicable law.
3. Shares. The aggregate number of shares which the corporation shall have
authority to issue is Six Hundred Thousand (600,000) shares of stock, of
five dollar ($5.00) par value, all of the same class.
4. Registered Office. The corporation's initial registered office in the
State of Nebraska shall be at 8801 Indian Hills Drive, Omaha, Nebraska
68114 and the name of its initial registered agent at that office is
Charles D. Cunningham, Jr.
5. Amendment. The corporation reserves the right to amend, alter, change or
repeal any provision contained in these Articles, in the manner now or
hereafter prescribed by statute, and all rights conferred upon
shareholders herein are granted subject to this reservation.
6. Directors Liability. A director of the corporation shall not be personally
liable to the corporation or its shareholders for money damages for any
action taken, or any failure to take any action, as a director except
liability for:
(a) the amount of a financial benefit received by a director to which he
or she is not entitled;
(b) an intentional infliction of harm on the corporation or the
shareholders;
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(c) a violation of Neb. Rev. Stat. ss.21-2096 or any successor section
of the Nebraska Business Corporation Act; or
(d) an intentional violation of criminal law.
If the Nebraska Business Corporation Act is amended after the effective
date of these Amended and Restated Articles of Incorporation and
Redomestication in a way that authorizes the further elimination or
limitation of the liability of directors, then the liability of directors
of the corporation shall be eliminated or limited to the fullest extent
permitted by the Act.
7. Re-Domestication. These Amended and Restated Articles of Incorporation and
Redomestication are meant to be the Articles of the same company
incorporated in the State of Tennessee on October 9, 1903, under the name
"Volunteer State Life Insurance Company", as then redomesticated to the
State of New Hampshire on July 1, 1991 and as now redomesticated to the
State of Nebraska.
The redomestication and these Amended and Restated Articles of
Incorporation and Redomestication shall be effective on June 12, 2000.
JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
by: /s/ Dennis R. Glass 6/2/00
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Dennis R. Glass
Executive Vice President
Attest:
/s/ Robert A. Reed
-------------------------
Robert A. Reed, Secretary
