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SHORT CERTIFICATE EXHIBIT (6)(a)
STATE OF NEW YORK
INSURANCE DEPARTMENT
IT IS HEREBY CERTIFIED THAT the annexed copy of Charter of FIRST SUNAMERICA
LIFE INSURANCE COMPANY, of New York, as contained in Agreement and Plan of
Merger of JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK, of Montebello, New
York into FIRST SUNAMERICA LIFE INSURANCE COMPANY, of New York, NY (surviving
corporation), as approved by this Department November 5, 1997, effective
October 31, 1997,
HAS BEEN COMPARED WITH THE ORIGINAL ON FILE IN THIS DEPARTMENT AND THAT IT IS A
CORRECT TRANSCRIPT THEREFROM AND OF THE WHOLE OF SAID ORIGINAL.
IN WITNESS WHEREOF, I have here-
unto set my hand and affixed
the official seal of this
Department at the City of
Albany, this 16th day of March,
1998.
/s/ [SIGNATURE ILLEGIBLE]
Special Deputy Superintendent
[SEAL]
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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
FIRST SUNAMERICA LIFE INSURANCE COMPANY
FIRST: The name of this corporation is FIRST SUNAMERICA LIFE INSURANCE
COMPANY (the "Corporation"). The Corporation was formed under the name
of The Capitol Life Insurance Company of New York.
SECOND: The original certificate of incorporation of the Corporation was
filed with the office of the Superintendent of Insurance of the State
of New York on December 5, 1978.
THIRD: The certificate of incorporation of the Corporation is hereby amended
and restated in full as follows:
Section 1. The name of the Corporation shall be FIRST SUNAMERICA LIFE
INSURANCE COMPANY.
Section 2. The principal office of the Corporation shall be located
in the county and state of New York.
Section 3. The kinds of insurance to be transacted by the corporation
shall be:
a) "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 to the Corporation for life
insurance and proceeds applied under optional modes of settlement or
under dividend options may be allocated by the
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Corporation to one or more separate accounts pursuant to Section 4240 of
the New York Insurance Law.
b) "Annuities," meaning all agreements to make periodical payments for a
period certain or where the making or continuance of all or of 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
the preceding sub-paragraph. Amounts paid to 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 4240 of the New York Insurance Law.
c) "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 worker's compensation law, except as specified in subparagraph (b)
following; 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 insurer the option to cancel or otherwise
terminate the contract at or after one year from its effective date or
renewal date.
and such other insurance or other business as a stock life insurance company
now is or hereafter may be permitted to transact under the Insurance Law of the
State of New York or any other law applicable and for which the Corporation
shall have the required capital and surplus.
Section 4. The mode and manner in which the corporate powers of the
Corporation shall be exercised are through a Board of Directors and through
such officers and agents as such Board shall empower.
Section 5. The number of directors of the Corporation shall be not more
than nineteen (19) and in no case shall the number of directors be less than
thirteen (13), the number thereof to be determined as provided in the by-laws.
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Each director shall be at least eighteen years of age and at all times a
majority of the directors of the Corporation shall be citizens and residents of
the United States, and at least three shall be residents of the State of New
York.
Section 6. The annual meeting of the stockholders of the Corporation shall
be held on the fourth Tuesday of June of each year for the purpose of electing
directors and for the transaction of such other business as may properly be
brought before the meeting. At such annual meeting the directors shall be
elected for the ensuing year, the directors to take office immediately upon
election and to hold office until the next annual meeting, and until their
successors are elected and qualify. Whenever any vacancy shall occur in the
Board of Directors, by death, resignation or otherwise, the remaining members
of the Board, at a meeting called for that purpose or at any regular meeting,
shall elect a director or directors to fill the vacancy or vacancies then
existing and each director so elected shall hold office for the unexpired term
of the director whose place he has taken.
The officers of the Corporation shall be elected annually by the Board of
Directors of the Corporation at the meeting of the Board held immediately
following the annual meeting of the Stockholders and shall hold office at the
pleasure of the Board of Directors. A vacancy in any office resulting from
death, resignation or from any other cause shall be filled by the Board of
Directors at any meeting of the Board.
Section 7. The Board of Directors shall have power to make by-laws of the
corporation and to amend the same in whole or in part.
Section 8. The duration of the corporate existence of the Corporation
shall be perpetual.
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Section 9. The amount of the capital of the Corporation shall be
$3,000,000 to consist of 300 shares of a par value of $10,000 per share.
Section 10. No director shall be personally liable to the Corporation or
any of its shareholders for damages for any breach of duty as a director;
provided, however, that the foregoing provision shall not eliminate or limit
(i) 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 any violation of the Insurance Law
of the State of New York or a knowing violation of any other law or that he or
she personally gained in fact a financial profit or other advantage to which he
or she was not legally entitled or that his or her acts violated Section 719 of
the Business Corporation Law of the State of New York; or (ii) the liability of
a director for any act or omission prior to the adoption of this Section 10 by
the shareholders of the Corporation.
FOURTH: The foregoing amendment and restatement of the Certificate of
Incorporation of the Corporation was authorized by resolution of the Board of
Directors of the Corporation, followed by the written consent of the holder of
all of the outstanding shares of the Corporation entitled to vote on said
amendment and restatement.
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IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.
Dated: October 27, 1997
FIRST SUNAMERICA LIFE INSURANCE
COMPANY
By: /s/ ELI BROAD
-----------------------------
Name: Eli Broad
Title: President
By: /s/ SUSAN L. HARRIS
-----------------------------
Name: Susan L. Harris
Title: Secretary
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[LOGO]
STATE OF NEW YORK
INSURANCE DEPARTMENT
AGENCY BUILDING ONE
EMPIRE STATE PLAZA
ALBANY, NY 12257
I, NEIL D. LEVIN, Superintendent of Insurance of the State of New York, DO
HEREBY APPROVE the annexed Agreement and Plan of Merger of JOHN ALDEN LIFE
INSURANCE COMPANY OF NEW YORK, of Montebello, New York, into FIRST SUNAMERICA
LIFE INSURANCE COMPANY, of New York, New York, (surviving corporation),
pursuant to Section 7105 of the New York Insurance Law.
EFFECTIVE OCTOBER 31, 1997
In Witness Whereof, I have hereunto set my
hand and affixed the official seal of this
Department at the City of Albany, this
5th day of November 1997.
[SEAL] NEIL D. LEVIN
Superintendent of Insurance
By /s/ PETER J. MOLINARO
-----------------------------
Special Deputy Superintendent
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AGREEMENT AND PLAN OF MERGER
of
JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK
and FIRST SUNAMERICA LIFE INSURANCE COMPANY
Into FIRST SUNAMERICA LIFE INSURANCE COMPANY
The following plan of merger has been approved by the Boards of Directors
of JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK by unanimous written consent
of its Board of Directors dated June 1, 1997. The plan of merger has been
approved by the Boards of Directors of FIRST SUNAMERICA LIFE INSURANCE COMPANY,
by unanimous written consent of its Board of Directors dated June 1, 1997.
1. (a) The name of each constituent corporation to the merger is JOHN ALDEN
LIFE INSURANCE COMPANY OF NEW YORK, formerly known as American Accident
and Health Insurance Company, and FIRST SUNAMERICA LIFE INSURANCE COMPANY,
formerly known as The Capitol Life Insurance of New York.
(b) The name of the surviving corporation is FIRST SUNAMERICA LIFE
INSURANCE COMPANY.
2. (a) JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK has outstanding 360,000
shares of common stock, par value of $20 per share.
(b) FIRST SUNAMERICA LIFE INSURANCE COMPANY has outstanding 300 shares of
common stock, par value $10,000 per share.
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(c) The number of shares mentioned above is not subject to change prior to
the effective date of the merger.
3. The terms and conditions of the merger are as follows:
The charter of FIRST SUNAMERICA LIFE INSURANCE COMPANY, a constituent
corporation, shall be amended and restated in the form attached hereto and
shall be the charter of the surviving corporation and the by-laws of FIRST
SUNAMERICA LIFE INSURANCE COMPANY as in effect immediately prior to the time
the merger becomes effective shall be the by-laws of the surviving corporation.
The first annual meeting of the shareholders of the surviving corporation
held after the effective date of this merger shall be the next annual meeting
provided for by the by-laws of FIRST SUNAMERICA LIFE INSURANCE COMPANY, one of
the constituent corporations.
All persons who, on the date the merger becomes effective, are the
executive or administrative officers of FIRST SUNAMERICA LIFE INSURANCE
COMPANY, one of the constituent corporations, shall be and remain like officers
of the surviving corporation, until the board of directors of the surviving
corporation elects their respective successors, and the firm approved by the
shareholders of FIRST SUNAMERICA LIFE INSURANCE COMPANY as its auditors for
1997 shall be the auditors of the surviving corporation for 1997.
The surviving corporation, FIRST SUNAMERICA LIFE INSURANCE COMPANY, shall
pay all expenses of carrying this plan of merger into effect and of
accomplishing the merger. When the merger shall become effective, the separate
existence of JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK shall cease and said
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corporation shall be merged into the surviving corporation, which shall possess
all the rights, privileges, powers, and franchises of a public as well as of a
private nature and be subject to all the restrictions, disabilities, and duties
of each of the corporations that are parties to this agreement. The surviving
corporation shall be vested with the rights, privileges, powers, and franchises
of each of the constituent corporations; all property, real, personal, and
mixed; all debts due to each of the corporations on whatever account, as well
as for share subscriptions and all other things in action or belonging to each
of the corporations.
The title to any real estate, whether by deed or otherwise, vested in any
of the corporations, shall not revert or be in any way impaired by reason of
this merger, provided that all rights of creditors and all liens upon the
property of any of the corporations shall be preserved unimpaired, and all
debts, liabilities, and duties of JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK
shall attach to the surviving corporation, and may be enforced against it to
the same extent as if those debts, liabilities, and duties had been incurred or
contracted by it.
If at any time the surviving corporation shall consider or be advised that
any further assignments or assurances in law or any things are necessary or
desirable to vest in the surviving corporation the title to any property or
rights of JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK, the proper officers
and directors of JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK shall execute
and make all proper assignments and assurances and do all things necessary to
vest title in such property or rights in the surviving corporation, and
otherwise to carry out the purposes of this plan of merger.
3
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4. The manner and basis of conversion of the shares of the constituent
corporations are as follows:
(a) immediately upon effectiveness of the Merger, the outstanding $20 par
value shares of common stock of JOHN ALDEN LIFE INSURANCE COMPANY OF NEW
YORK are to be canceled and retired and will cease to exist and the value
thereof, as well as the paid in and contributed surplus, are to be
contributed to the paid in and contributed surplus of the surviving
corporation; and
(b) the outstanding $10,000 par value shares of common stock of FIRST
SUNAMERICA LIFE INSURANCE COMPANY will constitute all of the outstanding
shares of the surviving corporation.
5. Notwithstanding authorization by shareholders of both corporations, at any
time prior to the filing of this Agreement and Plan of Merger with each of
the office of the clerk of New York County and the office of the clerk of
Rockland County, this Agreement and Plan of Merger may be abandoned either
(1) by mutual consent of the constituent corporations, or (2) by the board
of directors of either corporation, if such board shall, in its exclusive
discretion, determine that to proceed with the merger would be inadvisable
for any reason.
6. The effective date of this Agreement and Plan of Merger shall be 11:59
p.m. Eastern Standard Time on October 31, 1997, provided that FIRST
SUNAMERICA LIFE INSURANCE COMPANY has caused the merger to be consummated
by filing in the office of the clerk of New York County and the
4
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office of the clerk of Rockland County a copy of this Agreement and Plan
of Merger with the approval of the New York Superintendent of Insurance
endorsed thereon no later than November 30, 1997.
5
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Dated: October 27, 1997
JOHN ALDEN LIFE INSURANCE
COMPANY OF NEW YORK
/s/ ELI BROAD
-----------------------------
Name: Eli Broad
Title: President
ATTEST:
/s/ SUSAN L. HARRIS [SEAL]
---------------------
Name: Susan L. Harris
Title: Secretary
FIRST SUNAMERICA LIFE
INSURANCE COMPANY
/s/ ELI BROAD
------------------------
Name: Eli Broad
Title: President
ATTEST:
/s/ SUSAN L. HARRIS
-------------------- [SEAL]
Name: Susan L. Harris
Title: Secretary
