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EXHIBIT 6(a)
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PACIFIC LIFE INSURANCE COMPANY
Thomas C. Sutton and Audrey L. Milfs certify that:
1. They are the Chief Executive Officer and Secretary, respectively, of
Pacific Mutual Life Insurance Company (the "Company"), a mutual life insurance
company organized under the laws of the State of California.
2. The Articles of Incorporation of this Corporation are amended and restated
to read as follows:
AMENDED AND
RESTATED ARTICLES OF INCORPORATION
of
PACIFIC LIFE INSURANCE COMPANY
I.
The name of the Corporation is PACIFIC LIFE INSURANCE COMPANY.
II.
The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code. The business of the Corporation is to be an insurer, subject
to the provisions of the California Insurance Code. This insurer is organized
to transact life and disability insurance as specifically authorized by its
California Certificate of Authority.
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III.
The Corporation is authorized to issue six hundred thousand shares of
Common Stock with a par value of fifty dollars ($50.00) per share, having an
aggregate par value of thirty million dollars ($30,000,000). Common Stock shall
only be issued to Pacific LifeCorp.
IV.
(a) The liability of the directors of the Corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
(b) The Corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the California Corporations Code) for
breach of duty to the Corporation and its shareholders through Bylaw provisions,
agreements with agents, vote of shareholders or disinterested directors, or
otherwise, in excess of the indemnification otherwise permitted by Section 317
of the California Corporations Code, provided that any such excess
indemnification involving a breach of duty to the Corporation and its
shareholders shall be subject to the limits on such excess indemnification set
forth in Section 204 of the Corporations Code and shall be paid only from
realized or realizable earned surplus as specified in Section 10530 of the
California Insurance Code.
V.
The number of directors of this Corporation shall be not less than 9
or greater than 17. The exact number of directors shall be fixed within these
specified limits by the Board of Directors or the shareholders in the manner
provided in the Bylaws.
VI.
Any action which may be taken at a meeting of the shareholders,
may be taken without a meeting if authorized by a writing signed by all of the
holders of shares who would be entitled to vote at a meeting for such purpose,
and filed with the secretary of the Corporation.
3. The foregoing Amendment and Restatement of Articles of Incorporation has
been duly approved by the Board of Directors.
4. The foregoing amendment and restatement of Articles of Incorporation has
been duly approved by the required vote of members.
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We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
IN WITNESS WHEREOF, each of the undersigned, being the duly authorized
Chief Executive Officer and the Secretary of the Company, for the purpose of
amending the Articles of Incorporation of the Corporation pursuant to Section
11542 of the California Insurance Code, declares under penalty of perjury that
the statements contained in the foregoing Certificate are true of his or her own
knowledge, and makes and files this Certificate, and accordingly has set his or
her hand, this 27th day of August, 1997. Executed at Newport Beach, California.
/s/ TC SUTTON
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Thomas C. Sutton
Chief Executive Officer
/s/ AUDREY L. MILFS
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Audrey L. Milfs
Secretary
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