File Nos. 333-
811-9026
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. ___ [ ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 8 [X]
(Check appropriate box or boxes.)
United Life & Annuity Separate Account One
__________________________________________
(Exact Name of Registrant)
United Life & Annuity Insurance Company
_____________________________________________
(Name of Depositor)
III United Plaza, 8545 United Plaza Boulevard, Baton Rouge, LA 70809-2264
______________________________________________________________ __________
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code (800) 825-7568
Name and Address of Agent for Service
___________________________________________
C. Paul Patsis, President and Chief Executive Officer
United Life & Annuity Insurance Company
III United Plaza, 8545 United Plaza Blvd.
Baton Rouge, LA 70809-2251
Copies to:
Judith A. Hasenauer
Blazzard, Grodd & Hasenauer, P.C.
P.O. Box 5108
Westport, CT 06881
(203) 226-7866
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this filing.
Title of Securities Being Registered:
Individual Variable Annuity Contracts
________________________________________________________________________
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
CROSS REFERENCE SHEET
(Required by Rule 495)
Item No. Location
- ------------------------------------------------------------------
PART A
Item 1. Cover Page Cover Page
Item 2. Definitions Glossary of Terms
Item 3. Synopsis Summary
Item 4. Condensed Financial Information Not Applicable
Item 5. General Description of Registrant,
Depositor and Portfolio Companies ULA; Investment
Options
Item 6. Deductions and Expenses Expenses
Item 7. General Description of Variable Annuity
Contracts The Fixed and Variable
Annuity Contracts
Item 8. Annuity Period Annuity Provisions
Item 9. Death Benefit Death Benefit
Item 10. Purchases and Contract Value How to Purchase A
Contract
Item 11. Redemptions Withdrawals
Item 12. Taxes Taxes
Item 13. Legal Proceedings. Not Applicable
Item 14. Table of Contents of the Statement of
Additional Information Table of Contents of
the Statement of
Additional Information
CROSS REFERENCE SHEET (CONT'D)
(Required by Rule 495)
Item No. Location
- ------------------------------------------------------------
PART B
Item 15. Cover Page Cover Page
Item 16. Table of Contents. Table of Contents
Item 17. General Information and History The Company
Item 18. Services Not Applicable
Item 19. Purchase of Securities Being Offered Not Applicable
Item 20. Underwriters Distributor
Item 21. Calculation of Performance Data Performance
Information
Item 22. Annuity Payments. Annuity Provisions
Item 23. Financial Statements Financial Statements
PART C
Information required to be included in Part C is set forth under the appropriate
Item so numbered, in Part C to this Registration Statement.
PART A
THE UNITED LIFE & ANNUITY INSURANCE COMPANY FIXED AND VARIABLE ANNUITY
CONTRACT
issued by
UNITED LIFE & ANNUITY SEPARATE ACCOUNT ONE
(formerly United Companies Separate Account One)
and
UNITED LIFE & ANNUITY INSURANCE COMPANY
(formerly United Companies Life Insurance Company)
__________________, 199__
This prospectus describes the United Life & Annuity Insurance Company Fixed and
Variable Annuity Contract offered by United Life & Annuity Insurance Company
(ULA, us or we). Until recently, United Life & Annuity Insurance Company (ULA)
was known as United Companies Life Insurance Company in the states and
jurisdictions in which it is licensed to do business. In each state in which the
name change is not yet effective, we may continue to do business as United
Companies Life Insurance Company until the name change is formally approved.
The annuity has 13 investment options - the Portfolios listed below, a one year
Fixed Account option of ULA and the Interest Adjustment Account.
<TABLE>
<CAPTION>
<S> <C>
The Alger American Fund MFS(R) Variable Insurance Trust(SM)
Alger American Growth Portfolio MFS Emerging Growth Series
Dreyfus Stock Index Fund MFS Total Return Series
Dreyfus Variable Investment Fund Scudder Variable Life Investment
Fund
Growth and Income Portfolio Money Market Portfolio
Federated Insurance Series International Portfolio, Class A
Federated High Income Bond Fund II Van Eck Worldwide Insurance Trust
Federated Utility Fund II Worldwide Hard Assets Fund
Federated Fund for U.S. Government (formerly, Gold and Natural Resources Fund)
Securities II
</TABLE>
Please read this prospectus before investing and keep it for future reference.
It contains important information about the United Life & Annuity Insurance
Company Fixed and Variable Annuity Contract.
To learn more about the annuity offered by this prospectus, you can obtain a
copy of the Statement of Additional Information (SAI) dated __________, 199__.
The SAI has been filed with the Securities and Exchange Commission (SEC) and is
incorporated by reference into this prospectus. The Table of Contents of the SAI
is found on the last page of this prospectus. For a free copy of the SAI, call
us at (800) 825-7568 or write us at: P.O. Box 260100, 8545 United Plaza
Boulevard, Baton Rouge, LA 70826-0100. The SEC maintains a Web site
(http://www.sec.gov) that contains the SAI, material incorporated by reference,
and other information regarding registrants that file electronically with the
SEC.
Inquiries. If you have any questions about your Contract or need more
information, please contact us at:
III United Plaza
8545 United Plaza Blvd.
Baton Rouge, Louisiana 70809-2264
(800) 825-7568
INVESTMENT IN A VARIABLE ANNUITY CONTRACT IS SUBJECT TO RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL. THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY FINANCIAL INSTITUTION AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD,
OR ANY OTHER AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
PAGE
GLOSSARY OF TERMS
SUMMARY
FEE TABLE
THE UNITED LIFE & ANNUITY INSURANCE COMPANY FIXED AND VARIABLE ANNUITY
CONTRACT
Owner
Joint Owner
Annuitant
Beneficiary
Assignment
ANNUITY PAYMENTS (THE INCOME PHASE)
Annuity Options
HOW TO PURCHASE A CONTRACT
Purchase Payments
Allocation of Purchase Payments
Right to Examine Contract
Accumulation Units
INVESTMENT OPTIONS
Voting Rights
Substitution
Transfers
Dollar Cost Averaging Program
Rebalancing Program
Asset Allocation Programs
PERFORMANCE
EXPENSES
Insurance Charges
Mortality and Expense Risk Charge
Administrative Charge
Contingent Deferred Sales Charge
Reduction or Elimination of the Contingent Deferred Sales Charge
Transfer Fee
Premium Taxes
Income Taxes
Portfolio Expenses
TAXES
Annuity Contracts in General
Qualified and Non-Qualified Contracts
Withdrawals - Non-Qualified Contracts
Withdrawals - Qualified Contracts
Withdrawals - Tax-Sheltered Annuities
Diversification
WITHDRAWALS
Systematic Withdrawal Program
Suspension of Payments or Transfers
DEATH BENEFIT
Upon Your Death
Death Benefit
Death of Annuitant
OTHER INFORMATION
ULA
The Separate Account
Distribution
Financial Statements
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
GLOSSARY OF TERMS
We have tried to make this prospectus as understandable for you as possible. We
have capitalized some of the technical terms used in this prospectus. To help
you understand these terms, we have defined them below.
Accounts: The Portfolios, the Fixed Account and each Guarantee Period of the
Interest Adjustment Account.
Accumulation Phase: Until you decide to begin receiving Annuity Payments, your
annuity is in the Accumulation Phase.
Accumulation Unit: The unit of measurement we use to keep track of the value of
your Contract during the Accumulation Phase.
Annuitant: The natural person on whose life we base Annuity Payments.
Annuity Options: You can choose among income plans for your Annuity Payments.
These are referred to as Annuity Options.
Annuity Payments: You can receive regular income payments from your Contract.
These are referred to as Annuity Payments.
Beneficiary: The person or entity you name to receive any death benefits.
Fixed Account: An investment option within our general account.
Guarantee Periods: The periods for which interest rates are credited in the
Interest Adjustment Account or the Fixed Account.
Income Date: You can choose the month and year in which Annuity Payments will
begin. This is referred to as the Income Date.
Income Phase: The period during which we make Annuity Payments to you or someone
you name to receive them.
Interest Adjustment Account: An investment option within our general account
here we guarantee the rate of interest for a specified period (a Guarantee
Period).
Joint Owner: The Contract can be owned by you and your spouse (the Joint Owner).
Owner: The person or entity entitled to ownership rights under a Contract.
Non-qualified: If you do not purchase the Contract under a qualified plan, your
Contract is referred to as a Non-Qualified Contract.
Portfolio: The variable investment options available under the Contract. Each
Portfolio has its own investment objective.
Purchase Payment: The money you give us to buy the Contract.
Qualified: If you purchase the Contract under a qualified plan, it is referred
to as a Qualified Contract (examples: individual retirement annuities, tax-
sheltered annuities, H.R. 10 plans, and pension and profit- sharing plans).
Tax Deferral: Tax deferral means that you are not taxed on any earnings or
appreciation on the assets in your Contract until you take money out of your
Contract.
SUMMARY
The following information is a summary of some of the more important features of
your annuity contract. More detailed information is contained in the
corresponding sections of this prospectus.
The United Life & Annuity Insurance Company Fixed and Variable Annuity Contract.
This prospectus describes individual fixed and variable deferred annuity
contracts (the "Contract"). The Contract offered by ULA is a contract between
you, the owner, and United Life & Annuity Insurance Company, an insurance
company. The Contract provides a means for investing on a Tax Deferred basis in
the Portfolios, the Fixed Account and the Interest Adjustment Account. The
United Life & Annuity Insurance Company Fixed and Variable Annuity Contract is
designed for people seeking long-term Tax Deferred accumulation of assets,
generally for retirement or other long-term purposes. The Tax Deferred feature
is most attractive to people in high federal and state tax brackets. You should
not buy this Contract if you are looking for a short-term investment or if you
cannot accept the risk of getting back less money than you contributed.
You may invest in the Fixed Account, the Interest Adjustment Account or the
following Portfolios:
The Alger American Fund
Alger American Growth Portfolio
Dreyfus Stock Index Fund
Dreyfus Variable Investment Fund
Growth and Income Portfolio
Federated Insurance Series
Federated High Income Bond Fund II
Federated Utility Fund II
Federated Fund for U.S. Government Securities II
MFS(R) Variable Insurance Trust(SM)
MFS Emerging Growth Series
MFS Total Return Series
Scudder Variable Life Investment Fund
Money Market Portfolio
International Portfolio, Class A
Van Eck Worldwide Insurance Trust
Worldwide Hard Assets Fund (formerly, Gold and Natural Resources Fund)
The Portfolios are fully described in the attached Portfolio prospectuses. You
can make or lose money in the Portfolios, depending upon market conditions.
The Fixed Account offers an interest rate that is guaranteed by us. You can also
invest in the Interest Adjustment Account, which is an option within our general
account where we guarantee a specific rate of interest for certain Guarantee
Periods. There are currently three Guarantee Periods available - 3, 5 and 7
years. If you withdraw or transfer money from the Interest Adjustment Account
prior to the end of the selected Guarantee Period, it may be subject to an
interest adjustment.
CURRENTLY, YOU MAY SELECT TO PUT YOUR MONEY IN UP TO TEN INVESTMENT OPTIONS
(WHICH INCLUDES EACH PORTFOLIO, THE FIXED ACCOUNT AND EACH GUARANTEE PERIOD OF
THE INTEREST ADJUSTMENT ACCOUNT).
Like all deferred annuity contracts, your Contract has two phases: the
Accumulation Phase and the Income Phase. During the Accumulation Phase, your
earnings accumulate on a Tax Deferred basis and are based on the investment
performance of the Portfolio(s) you selected and/or the interest rate earned on
the money you have in the Fixed Account and the Interest Adjustment Account.
During the Accumulation Phase, the earnings are taxed as income only when you
make a withdrawal. The Income Phase occurs when you begin receiving regular
payments from your Contract. The amount of the payments you may receive during
the Income Phase depends in part upon the amount of money you are able to
accumulate in your Contract during the Accumulation Phase.
Annuity Payments (The Income Phase). You can receive monthly Annuity Payments
from your Contract by selecting an Annuity Option. During the Income Phase,
payments will come from the Fixed Account.
How To Purchase A Contract. You can buy a Non-Qualified Contract with a minimum
of $5,000 and a Qualified Contract with a minimum of $2,000. You can add $500
(or $100 if you use the automatic premium check option) or more any time you
like during the Accumulation Phase. Your registered representative can help you
fill out the proper forms.
Expenses. The Contract has insurance features and investment features, and there
are costs related to each.
The annual insurance charges total 1.40% of the average daily value of your
Contract allocated to the Portfolios. There are also annual Portfolio charges
which range from .30% to 1.23% of the average daily value of the Portfolio,
depending upon the Portfolio(s) you invest in.
You can transfer between Accounts up to 12 times a year without charge. After 12
transfers, the charge is $25 or 2% of the amount transferred, whichever is less.
If you make a withdrawal from the Contract, ULA may assess a contingent deferred
sales charge (withdrawal charge). The amount of the charge depends upon how long
ULA has had your Purchase Payment. The charge is:
Number of Complete Years Since
Receipt of Purchase Payment Charge
0 7.0%
1 6.0%
2 5.0%
3 4.0%
4 3.0%
5 2.0%
6 1.0%
7 years or more 0.0%
Free Withdrawal Amount - You can make a partial withdrawal without incurring a
contingent deferred sales charge of the "free withdrawal amount." The free
withdrawal amount is equal to the greater of: (a) earnings, or (b) 10% of
remaining Purchase Payments at the beginning of the current year. If your
withdrawal is not on a Contract anniversary, the free withdrawal amount is equal
to the free withdrawal amount at the beginning of the Contract year less amounts
withdrawn without the contingent deferred sales charge during the current
Contract year. If you make a complete withdrawal, the free withdrawal amount is
not available.
In addition, in certain states, you can make a total or partial withdrawal and
ULA will not deduct the contingent deferred sales charge if you are confined to
a skilled nursing home facility for 90 consecutive days after the first Contract
year.
ULA may assess a state premium tax charge which ranges from 0% - 4.0% (depending
upon the state).
Taxes. Your earnings are not taxed until you take them out. In most cases, if
you take money out, earnings come out first and are taxed as income. If you are
younger than 59 1/2 when you take money out, you may be charged a 10% federal
tax penalty on the taxable amounts withdrawn. Payments during the Income Phase
are considered partly a return of your original investment. That part of each
payment is not taxable as income. If the Contract is tax-qualified, the entire
payment may be taxable. There are limits to the amount you can withdraw from a
Qualified plan known as a 403(b) plan (or tax-sheltered annuity).
Withdrawals. You may make a withdrawal at any time during the Accumulation
Phase. Any partial withdrawal must be for at least $500 (unless it is made under
the Systematic Withdrawal Program). You may request a withdrawal or elect the
Systematic Withdrawal Program. Of course, you may also have to pay income tax
and a tax penalty on any money you take out.
Death Benefit. If you die during the Accumulation Phase, the person you have
selected as your Beneficiary will receive a death benefit.
Other Information
Free Look/ Right to Examine Contract. If you cancel the Contract within 10 days
after receiving it (or whatever period is required in your state), we will send
your money back without assessing a contingent deferred sales charge. You will
receive whatever your Contract is worth on the day we receive your request. This
may be more or less than your original payment. (Some states require that we
return your Purchase Payment.)
No Probate. In most cases, when you die, your Beneficiary will receive the death
benefit without going through probate.
Additional Features. The Contract offers additional features which you might be
interested in. These include:
Dollar Cost Averaging Program - You can arrange to have a regular amount of
money automatically transferred from a Money Market Portfolio or the one year
Fixed Account to one or more selected Portfolios monthly, quarterly or
semi-annually, theoretically giving you a lower average cost per unit over time
than a single one time purchase. However, there are no guarantees that this will
take place.
Rebalancing Program - ULA will automatically readjust your money among the
Portfolios to maintain your specified allocation mix. This can be done
quarterly, semi-annually or annually if the value of your Contract is at least
$5,000.
Systematic Withdrawal Program - You can elect to receive periodic payments from
your Contract. Of course, you may have to pay taxes and a tax penalty on the
money you receive.
FEE TABLE
Owner Transaction Expenses
Contingent Deferred Sales Charge (see Note 2 on page 9)
Number of Complete Years Since
Receipt of Purchase Payment Charge
0 7.0%
1 6.0%
2 5.0%
3 4.0%
4 3.0%
5 2.0%
6 1.0%
7 years or more 0.0%
Transfer Fee (see Note 3 on page 9) No charge for first 12
transfers in a Contract year;
thereafter the fee is the
lesser of $25 or 2% of the
amount transferred.
Notes to Fee Table
Note 1. The purpose of the Fee Table is to show you the various expenses you
will incur directly or indirectly with the Contract. The Fee Table reflects
expenses of the Separate Account as well as the Portfolios.
Note 2. Under certain circumstances, you can make a withdrawal without incurring
the contingent deferred sales charge.
Note 3. ULA will not charge you the transfer fee even if there are more than 12
transfers in a year if the transfer is part of the Dollar Cost Averaging or
Rebalancing Programs.
Separate Account Annual Expenses
(as a percentage of average account value)
Mortality and Expense Risk Charge 1.25%
Administrative Charge .15%
---
Total Separate Account Annual Expenses 1.40%
<TABLE>
<CAPTION>
Annual Expenses of the Portfolios
(as a percentage of the average daily net assets of a Portfolio)
Total Annual
Other Expenses Expense (after
Management (after expense expense
Fees reimbursement) reimbursement)
---- -------------- --------------
<S> <C> <C> <C>
The Alger American Fund
Alger American Growth Portfolio .75% .04% .79%
Dreyfus Stock Index Fund .245% .055% .30%
Dreyfus Variable Investment Fund
Growth and Income Portfolio .75% .08% .83%
Federated Insurance Series
Federated High Income Bond Fund II (a) .01% .79% .80%
Federated Utility Fund II (b) .24% .61% .85%
Federated Fund for U.S. Government
Securities II (c) .00% .80% .80%
MFS(R) Variable Insurance Trust(SM)
MFS Emerging Growth Series (d) .75% .25% 1.00%
MFS Total Return Series (d) .75% .25% 1.00%
Scudder Variable Life Investment Fund
Money Market Portfolio .37% .09% .46%
International Portfolio, Class A (e) .863% .187% 1.05%
Van Eck Worldwide Insurance Trust
Worldwide Hard Assets Fund 1.00% .23% 1.23%
</TABLE>
(a) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary
waiver at any time at its sole discretion. The maximum management fee is
.60%. The total operating expenses were 1.39% absent the voluntary waiver
of the management fee and the voluntary reimbursement of certain other
operating expenses.
(b) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary
waiver at any time at its sole discretion. The maximum management fee is
.75%. The total operating expenses were 1.36% absent the voluntary waiver
of the management fee and the voluntary reimbursement of certain other
operating expenses.
(c) The management fee has been reduced to reflect the voluntary waiver of the
management fee. The adviser can terminate this voluntary waiver at any time
at its sole discretion. The maximum management fee is .60%. The total
operating expenses were 1.81% absent the voluntary waiver of the management
fee and the voluntary reimbursement of certain other operating expenses.
(d) The adviser has agreed to bear expenses for each Series, subject to
reimbursement by each Series, so that each Series' "Other Expenses" do not
exceed .25% of the average daily net assets of the Series during the
current fiscal year. Otherwise, "Other Expenses" would be .41% and 1.35%
for the MFS Emerging Growth Series and the MFS Total Return Series,
respectively, and "Total Annual Expenses" would be 1.16% and 2.10%
respectively for these Series. Each Series has an expense offset
arrangement which reduces the Series' custodian fee based upon the amount
of cash maintained by the Series with its custodian and dividend disbursing
agent, and may enter into other such arrangements and directed brokerage
arrangements (which would also have the effect of reducing the Series'
expenses). Any such fee reductions are not reflected under "Other
Expenses."
(e) For any calendar month during which the average daily net assets of the
International Portfolio exceed $500,000,000, the fee payable for that
month, with respect to the excess over $500,000,000, is calculated at an
annual rate of .725%. As a result, the adviser received compensation at an
annual rate of .863% for the fiscal year ended December 31, 1996.
Examples
You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return on your money if: (a) you surrender your Contract at the end of
each time period and (b) if your Contract is not surrendered or annuitized:
Time Periods
1 Year 3 Years
The Alger American Fund
Alger American Growth Portfolio a) $92 a) $121
b) $22 b) $71
Dreyfus Stock Index Fund a) $87 a) $105
b) $17 b) $55
Dreyfus Variable Investment Fund
Growth and Income Portfolio a) $93 a) $122
b) $23 b) $72
Federated Insurance Series
Federated High Income Bond Fund II a) $93 a) $121
b) $23 b) $71
Federated Utility Fund II a) $93 a) $123
b) $23 b) $73
Federated Fund for U.S. Government
Securities II a) $93 a) $121
b) $23 b) $71
MFS(R) Variable Insurance Trust(SM)
MFS Emerging Growth Series a) $95 a) $128
b) $25 b) $78
MFS Total Return Series a) $95 a) $128
b) $25 b) $78
Scudder Variable Life Investment Fund
Money Market Portfolio a) $89 a) $110
b) $19 b) $60
International Portfolio, Class A a) $95 b) $129
b) $25 b) $79
Van Eck Worldwide Insurance Trust
Worldwide Hard Assets Fund a) $97 a) $135
b) $27 b) $85
The annual expenses of the Portfolios and the examples are based on data
provided by the respective Fund groups. We have not independently verified such
data.
Premium taxes are not reflected. They may apply.
The assumed average contract size is $25,000.
The examples should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.
THE UNITED LIFE & ANNUITY INSURANCE COMPANY FIXED AND VARIABLE ANNUITY
CONTRACT
This prospectus describes individual fixed and variable deferred annuity
contracts (the "Contracts") offered by ULA.
An annuity is a contract between you, the owner, and an insurance company (in
this case ULA), where the insurance company promises to pay you (or someone else
you choose) an income, in the form of Annuity Payments, beginning on a
designated date that is at least three years in the future. Until you decide to
begin receiving Annuity Payments, your annuity is in the Accumulation Phase.
Once you begin receiving Annuity Payments, your Contract switches to the Income
Phase.
The Contract benefits from Tax Deferral. Tax Deferral means that you are not
taxed on earnings or appreciation on the assets in your Contract until you take
money out of your Contract.
The Contract is called a variable annuity because you can choose among the
available Portfolios and, depending upon market conditions, you can make or lose
money in any of these Portfolios. If you select the variable annuity portion of
the Contract, the amount of money you are able to accumulate in your Contract
during the Accumulation Phase depends upon the investment performance of the
Portfolio(s) you select. The Annuity Payments you will receive during the Income
Phase will come from the Fixed Account.
The Contract contains a Fixed Account. The Fixed Account offers an interest rate
that is guaranteed by ULA. There is a one year Guarantee Period available for
the Fixed Account. ULA guarantees that the interest credited to the Fixed
Account will not be less than 3% per year. If you select the Fixed Account, your
money will be placed with our other general assets. If you select the Fixed
Account, the amount of money you are able to accumulate in your Contract during
the Accumulation Phase depends upon the total interest credited to your
Contract.
The Contract also has an Interest Adjustment Account with three Guarantee
Periods currently available: 3 years, 5 years and 7 years. Each allocation to a
Guarantee Period locks in a fixed annual interest rate declared by ULA.
Withdrawals, transfers or annuitization of amounts from a Guarantee Period prior
to the end of that Guarantee Period may be subject to an interest adjustment.
We may make changes to your Contract in order to comply with applicable law.
Owner. You, as the Owner of the Contract, have the rights under the Contract.
Prior to the Annuity Date, the Owner is as designated at the time the Contract
is issued, unless changed. You may change Owners at any time prior to the Income
Date. This may be a taxable event. You should consult with your tax adviser
before changing Owners. If the Owner dies during the Income Phase, the
Beneficiary becomes the Owner.
Joint Owner. The Contract can be owned by Joint Owners. Any Joint Owner must be
the spouse of the other Owner. Upon the death of either Joint Owner, the
surviving spouse will be the primary Beneficiary. Any other Beneficiary
designation will be treated as a contingent Beneficiary unless otherwise
indicated. Unless otherwise specified, if there are Joint Owners, both
signatures will be required for all transactions except telephone transfers.
Annuitant. The Annuitant is the person whose life we look to when we make
Annuity Payments. You choose the Annuitant at the time the Contract is issued.
You may change the Annuitant at any time before the Income Date unless the
Contract is owned by a non-individual (for example, a corporation). Any change
of Annuitant is subject to our underwriting rules then in effect. On or after
the Income Date, the Annuitant will include any Joint Annuitant.
Beneficiary. The Beneficiary is the person(s) or entity you name to receive any
death benefit. The Beneficiary is named at the time the Contract is issued
unless changed at a later date. Unless an irrevocable Beneficiary has been
named, you can change the Beneficiary or contingent Beneficiary.
Assignment. You can assign the Contract at any time during your lifetime. ULA
will not be bound by the assignment until it receives the written notice of the
assignment. ULA will not be liable for any payment or other action we take in
accordance with the Contract before we receive notice of the assignment. Any
assignment made after the death benefit has become payable can only be done with
our consent. AN ASSIGNMENT MAY BE A TAXABLE EVENT.
If the Contract is issued pursuant to a Qualified plan, there may be limitations
on your ability to assign the Contract.
ANNUITY PAYMENTS (THE INCOME PHASE)
You can receive regular monthly income payments under your Contract. You can
choose the month and year in which those payments begin. We call that date the
Income Date. Your Income Date must be at least three years after you buy the
Contract. The Income Date may not be later than when the Annuitant reaches age
85 or 10 years after the Contract is issued for Annuitants older than 75. You
can also choose among income plans. We call those Annuity Options.
We ask you to choose your Income Date when you purchase the Contract. You can
change it at any time before the Income Date with thirty (30) days notice to us.
You (or someone you designate) will receive the Annuity Payments.
If you do not choose an Annuity Option prior to the Income Date, we will assume
that you selected Option B which provides a life annuity with 120 monthly
payments guaranteed. Prior to the Income Date, you can change the Annuity
Option. Any change must be requested at least thirty (30) days prior to the
Income Date.
Annuity Payments are paid in monthly installments. Annuity Payments will be made
on a fixed basis only (which means they will come from the Fixed Account and
will not be based on the investment performance of the Portfolios). If the value
of your Contract to be applied to an Annuity Option is less than $2,000, we
reserve the right to pay you a lump sum amount instead of Annuity Payments.
Also, if the Annuity Payments would be or become less than $200, we reserve the
right to reduce the frequency of payments so that they will be at least $200.
Annuity Options
You can choose one of the following Annuity Options or any other Annuity Option
you want and that ULA agrees to provide. After Annuity Payments begin, you
cannot change the Annuity Option.
Option A. Life Annuity. Under this option, we will make monthly Annuity Payments
so long as the Annuitant is alive. After the Annuitant dies, we stop making
Annuity Payments.
Option B. Life Annuity With 60, 120, 180 or 240 Monthly Payments Guaranteed.
Under this option, we will make monthly Annuity Payments so long as the
Annuitant is alive. However, if, when the Annuitant dies, we have made Annuity
Payments for less than the selected guaranteed period, we will continue to make
Annuity Payments to you for the rest of the guaranteed period. If you do not
want to receive Annuity Payments, you can ask us for a single lump sum.
Option C. Joint And Survivor Annuity. Under this option, we will make monthly
Annuity Payments during the joint lifetime of the Annuitant and the joint
Annuitant. When the Annuitant dies, if the joint Annuitant is still alive, we
will continue to make Annuity Payments, so long as the joint Annuitant continues
to live. The monthly Annuity Payments will end when the last surviving Annuitant
dies.
HOW TO PURCHASE A CONTRACT
Purchase Payments
A Purchase Payment is the money you give us to buy the Contract. The minimum
payment ULA will accept is $5,000 when the Contract is bought as a Non-Qualified
Contract. If the Contract is bought as a Qualified Contract, the minimum payment
we will accept is $2,000. This requirement may be waived if you buy this
Contract as part of an IRA (Individual Retirement Annuity) or 403(b) plan. We
may also waive the minimum Purchase Payment requirements if you select the
automatic premium check option. The maximum amount we will accept without our
prior approval is $500,000. You can make additional Purchase Payments of $500
(or as low as $100 if you have selected the automatic premium check option) or
more to either type of Contract. We reserve the right to reject any Purchase
Payment or application. At the time you buy the Contract, you and the Annuitant
cannot be older than 80 years old for a Non-Qualified Contract and 75 years old
for a Qualified Contract.
Allocation of Purchase Payments
When you purchase a Contract, we will allocate your Purchase Payment to the
Fixed Account, one or more Guarantee Periods of the Interest Adjustment Account
and/or one or more of the Portfolios you have selected. We ask that you allocate
your money in whole percentages with a minimum allocation of 5% of each Purchase
Payment or transfer or $500 (whichever is greater). You can instruct us how to
allocate additional Purchase Payments you make. If you do not instruct us, we
will allocate them in the same way as your previous instructions to us. Under
certain circumstances, we will allocate your initial Purchase Payment to a Money
Market Portfolio until the end of the right to examine contract period (see
below). CURRENTLY, YOU CAN SELECT UP TO TEN INVESTMENT OPTIONS (WHICH INCLUDES
EACH PORTFOLIO, THE FIXED ACCOUNT AND EACH GUARANTEE PERIOD OF THE INTEREST
ADJUSTMENT ACCOUNT).
Once we receive your Purchase Payment, the necessary information and federal
funds (federal funds means monies credited to a bank's account with its regional
federal reserve bank), we will issue your Contract and allocate your first
Purchase Payment within 2 business days. If you do not give us all of the
information we need, we will contact you to get it. If for some reason we are
unable to complete this process within 5 business days, we will either send back
your money or get your permission to keep it until we get all of the necessary
information. If you make additional Purchase Payments, we will credit these
amounts to your Contract within one business day. Our business day closes when
the New York Stock Exchange closes, which is usually at 4:00 p.m. Eastern time.
Right to Examine Contract
If you change your mind about owning the Contract, you can cancel it within 10
days after receiving it (or the period required in your state)(right to examine
contract period). When you cancel the Contract within this time period, ULA will
not assess a contingent deferred sales charge. You will receive back whatever
your Contract is worth on the day we receive your request. In certain states, or
if you have purchased the Contract as an IRA, we may be required to give you
back your Purchase Payment if you decide to cancel your Contract within 10 days
after receiving it (or whatever period is required in your state). If that is
the case, we will allocate your Purchase Payment to a Money Market Portfolio
(except for any portion of your Purchase Payment which you selected to be
allocated to the Fixed Account and/or the Interest Adjustment Account) for 15
days after we allocate your first Purchase Payment and will refund the greater
of Purchase Payments (less withdrawals) or Contract Value. (In some states, the
period may be longer.) At the end of that period, we will re-allocate your
Purchase Payment as you selected.
Accumulation Units
The value of the portion of your Contract allocated to the Portfolios will go up
or down depending upon the investment performance of the Portfolio(s) you
choose. The value of your Contract will also depend on the expenses of the
Contract. In order to keep track of the value of your Contract, we use a
measurement called an Accumulation Unit (which is like a share of a mutual
fund).
Every business day we determine the value of an Accumulation Unit by multiplying
the Accumulation Unit value for the previous period by a factor for the current
period. The factor is determined by:
1. dividing the value of a Portfolio share at the end of the current period by
the value of a Portfolio share for the previous period; and
2. subtracting from that amount any insurance charges.
The value of an Accumulation Unit may go up or down from day to day.
When you make a Purchase Payment, we credit your Contract with Accumulation
Units. The number of Accumulation Units credited is determined by dividing the
amount of the Purchase Payment allocated to a Portfolio by the value of the
Accumulation Unit for that Portfolio.
We calculate the value of an Accumulation Unit for each Portfolio after the New
York Stock Exchange closes each day and then credit your Contract accordingly.
Example:
On Tuesday we receive an additional Purchase Payment of $4,000 from you. You
have told us you want this to go to the Alger American Growth Portfolio. When
the New York Stock Exchange closes on that Tuesday, we determine that the value
of an Accumulation Unit for investment in the Alger American Growth Portfolio is
$11.25. We then divide $4,000 by $11.25 and credit your Contract on Tuesday
night with 355.56 Accumulation Units for the Alger American Growth Portfolio.
INVESTMENT OPTIONS
When you buy the Contract you have the opportunity to allocate your money to:
(1) the Fixed Account; (2) the Interest Adjustment Account; and (3) the
Portfolios set forth below. Additional Portfolios may be available in the
future.
You should read the Prospectuses for the Portfolios carefully before investing.
The Prospectuses for the Portfolios accompany this Prospectus.
The Alger American Fund
Fred Alger Management, Inc. is the investment manager. The Trust is comprised of
six Portfolios, the following one of which is available under the Contracts:
Alger American Growth Portfolio
Dreyfus Stock Index Fund
The Dreyfus Corporation serves as the Fund's manager and Mellon Equity
Associates serves as the Fund's index fund manager.
Dreyfus Variable Investment Fund
The Dreyfus Corporation serves as the investment adviser. The Fund is comprised
of thirteen Portfolios, the following one of which is available under the
Contracts:
Growth and Income Portfolio
Federated Insurance Series
Federated Advisers is the investment adviser to each Fund. The Trust has eight
separate Funds, the following three of which are available under the Contracts:
Federated High Income Bond Fund II
Federated Utility Fund II
Federated Fund for U.S. Government Securities II
MFS(R) Variable Insurance Trust(SM)
Massachusetts Financial Services Company is the investment adviser to each
Series. The Trust is comprised of twelve Series, the following two of which are
available under the Contracts:
MFS Emerging Growth Series
MFS Total Return Series
Scudder Variable Life Investment Fund
Scudder, Stevens & Clark, Inc. is the investment adviser to the Fund. The Fund
is comprised of seven Portfolios, the following two of which are available under
the Contracts:
Money Market Portfolio
International Portfolio, Class A
Van Eck Worldwide Insurance Trust
Van Eck Associates Corporation is the investment adviser to the Fund. The Trust
is comprised of five funds, the following one of which is available under the
Contracts:
Worldwide Hard Assets Fund (formerly, Gold and Natural Resources Fund)
Shares of the Portfolios are issued and redeemed in connection with investments
in and payments under certain variable annuity contracts and (with respect to
certain of the Portfolios) variable life insurance policies of various life
insurance companies which may or may not be affiliated. The Portfolios do not
believe that offering their shares in this manner will be disadvantageous to
you. Nevertheless, the Board of Trustees or the Boards of Directors, as
applicable, intend to monitor events in order to identify any material
irreconcilable conflicts which may possibly arise and to determine what action,
if any, should be taken. If such a conflict were to occur, one or more insurance
company separate accounts might withdraw its investments in a Portfolio. An
irreconcilable conflict might result in the withdrawal of a substantial amount
of a Portfolio's assets which could adversely affect such Portfolio's net asset
value per share.
Voting Rights
ULA is the legal owner of the Portfolio shares. However, ULA believes that when
a Portfolio solicits proxies in conjunction with a shareholder vote, it is
required to obtain from you and other Contract owners instructions as to how to
vote those shares. When we receive those instructions, we will vote all of the
shares we own in proportion to those instructions. This will also include any
shares that ULA owns on its own behalf. Should ULA determine that it is no
longer required to comply with the above, we will vote the shares in our own
right.
Substitution
ULA may be required to substitute one of the Portfolios you have selected with
another Portfolio. We would not do this without the prior approval of the
Securities and Exchange Commission. We will give you notice of our intention to
do this.
Transfers
During the Accumulation Phase, you can transfer money among the Portfolios, the
Fixed Account and the Interest Adjustment Account, after the right to examine
contract period is over. During the Accumulation Phase, ULA currently allows you
to make as many transfers as you want to each year. However, this product is not
designed for professional market timing organizations or other individuals using
programmed and frequent transfers. Such activity may be disruptive to a
Portfolio. We reserve the right to stop or prohibit these types of transfers if
we determine that they could harm a Portfolio.
If you make more than 12 transfers in a year, there is a transfer fee deducted.
The fee is the lesser of $25 per transfer or 2% of the amount transferred. The
following applies to any transfer:
1. The minimum amount which you can transfer is $250 from an Account or your
entire value in the Account. This requirement is waived if the transfer is
in connection with the Dollar Cost Averaging and Rebalancing Programs
(which are described below).
2. You cannot make transfers during the right to examine contract period.
3. The minimum amount which must remain in an Account after a transfer is
$500, or $0 if the entire amount in the Account is transferred.
4. The maximum amount which can be transferred from the Fixed Account to the
Portfolios is 25% of the value of your Contract in the Fixed Account in any
one Contract year. This requirement is waived if the transfer is made
pursuant to the Dollar Cost Averaging or Rebalancing Programs.
5. The maximum amount which can be transferred from each Guarantee Period in
the Interest Adjustment Account to the Portfolios, the Fixed Account or
another Guarantee Period of the Interest Adjustment Account is 25% of the
value of your Contract in the Interest Adjustment Account as of the
beginning of the current Contract year. If there was no Contract value in
the Interest Adjustment Account at the beginning of the year, then the
transfer is limited to 25% of the Purchase Payment allocated to the
Interest Adjustment Account.
6. We reserve the right, at any time, to terminate, suspend or modify the
transfer privileges described above.
7. You cannot make transfers during the Income Phase.
You can make transfers by telephone during the Accumulation Phase. We may allow
you to authorize someone else to make transfers by telephone on your behalf. If
you own the Contract with a Joint Owner, unless ULA is instructed otherwise, ULA
will accept telephone instructions from either one of you. ULA will use
reasonable procedures to confirm that instructions given us by telephone are
genuine. If we do not use such procedures, we may be liable for any losses due
to unauthorized or fraudulent instructions. We may tape record all telephone
instructions. The telephone privilege may be discontinued at any time.
Dollar Cost Averaging Program
The Dollar Cost Averaging Program allows you to systematically transfer a set
amount of money on a monthly, quarterly or semi-annual basis from a Money Market
Portfolio or the Fixed Account to one or more Portfolios. Transfers to the Fixed
Account or Interest Adjustment Account are not permitted under Dollar Cost
Averaging. By allocating amounts on a regularly scheduled basis, as opposed to
allocating the total amount at one particular time, you may be less susceptible
to the impact of market fluctuations. You may only participate in this program
during the Accumulation Phase. The minimum amount which may be transferred is
$50 (per Portfolio). We will notify you for instructions if at any time the
value of a Money Market Portfolio or the Fixed Account is not sufficient to make
the requested transfer.
All Dollar Cost Averaging transfers will be made at any time prior to the 25th
of a calendar month. If you choose this Program, you must participate in it for
at least one year.
If you participate in the Dollar Cost Averaging Program, the transfers made
under the Program are not taken into account in determining any transfer fee.
You may not participate in the Dollar Cost Averaging Program and the Rebalancing
Program at the same time.
We reserve the right to terminate, suspend or modify the Dollar Cost Averaging
Program.
Rebalancing Program
Once your money has been invested, the performance of the Portfolios and the
earnings from the Fixed Account and Guarantee Periods of the Interest Adjustment
Account may cause your allocation to shift. The Rebalancing Program is designed
to help you maintain your specified allocation mix among the different
Portfolios. You can direct us to readjust your money quarterly, semi-annually or
annually to return to your particular percentage allocations. The value of your
Contract must be at least $5,000 to have transfers made under this Program. You
may not rebalance your money in the Fixed Account or the Interest Adjustment
Account. If you participate in the Rebalancing Program, the transfers made under
the Program are not taken into account in determining any transfer fee. You may
not participate in the Rebalancing Program and the Dollar Cost Averaging Program
at the same time.
Asset Allocation Programs
ULA understands the importance of having available on a continuous basis advice
from a financial adviser regarding your investments in the Contract (asset
allocation program). Certain investment advisers have made arrangements with us
to make their services available to you. ULA has not made any independent
investigation of these advisers and is not endorsing such programs. You may be
required to enter into an advisory agreement with your investment adviser. You
are responsible for the compensation of the adviser you choose and may elect to
have such compensation paid out of your Contract during the Accumulation Phase.
Under certain asset allocation programs, if you are under age 59 1/2, you will
be billed for the services of the investment adviser. If you are 59 1/2 or
older, ULA will, pursuant to an agreement with you, make a partial withdrawal
from the value of your Contract to pay for the services of the investment
adviser. If the Contract is Non-Qualified, the withdrawal will be treated like
any other distribution and will be includible in gross income for federal tax
purposes and, under certain circumstances, may be subject to a tax penalty.
PERFORMANCE
ULA may periodically advertise performance of the various Portfolios. ULA will
calculate performance by determining the percentage change in the value of an
Accumulation Unit by dividing the increase (decrease) for that unit by the value
of the Accumulation Unit at the beginning of the period. This performance number
reflects the deduction of the insurance charges and the expenses of the
Portfolio. It does not reflect the deduction of any applicable contingent
deferred sales charge. The deduction of any applicable contingent deferred sales
charge would reduce the percentage increase or make greater any percentage
decrease. Any advertisement will also include average annual total return
figures which reflect the deduction of the insurance charges, contingent
deferred sales charges and the expenses of the Portfolios.
The Portfolios have been in existence for some time and have investment
performance history. However, the Contracts are new. In order to demonstrate how
the actual investment experience of the Portfolios may affect your Accumulation
Unit values, ULA prepares performance information. The performance is based on
the performance of the Portfolios, modified to reflect the charges and expenses
of your Contract as if it had been in existence for the time periods shown. ULA
will also provide standardized total return performance figures for the
Accumulation Unit values for the applicable time periods, where available. The
information is based upon the historical experience of the Portfolios and does
not necessarily represent what your investment would earn in those Portfolios.
From time to time, we may advertise the Money Market Portfolio's yield and
effective yield. ULA may also in the future advertise yield information for one
or more of the other Portfolios. If it does, it will provide you with
information regarding how yield is calculated. More detailed information
regarding how performance is calculated is found in the SAI.
ANY PERFORMANCE ADVERTISED WILL BE BASED ON HISTORICAL DATA AND DOES NOT
GUARANTEE FUTURE RESULTS OF THE PORTFOLIOS.
EXPENSES
There are charges and other expenses associated with the Contract that will
reduce your investment return. These charges and expenses are:
Insurance Charges
We deduct insurance charges each day. We do this as part of the calculation of
the value of the Accumulation Units. The insurance charges are: 1) the mortality
and expense risk charge and 2) the administrative charge.
Mortality and Expense Risk Charge. This charge is equal, on an annual basis, to
1.25% of the average daily value of the Contract invested in a Portfolio, after
the deduction of expenses. This charge compensates us for all the insurance
benefits provided by your Contract (for example, the guarantee of annuity rates,
the death benefits, certain expenses related to the Contract, and for assuming
the risk (expense risk) that the current charges will be insufficient in the
future to cover the cost of administering the Contract).
Administrative Charge. This charge is equal, on an annual basis, to .15% of the
average daily value of the Contract invested in a Portfolio, after the deduction
of expenses. This charge is for all the expenses associated with the
administration of the Contract. Some of these expenses include: preparation of
the Contract, confirmations, annual reports and statements, maintenance of
Contract records, personnel costs, legal and accounting fees, filing fees, and
computer and systems costs.
Contingent Deferred Sales Charge
Withdrawals may be subject to a contingent deferred sales charge. During the
Accumulation Phase, you can make withdrawals from your Contract (see the
"Withdrawals" section). ULA keeps track of each Purchase Payment you make. The
amount of the contingent deferred sales charge depends upon how long ULA has had
your payment. The charge is calculated at the time of each withdrawal and will
be deducted from the value remaining in your Contract. The charge is:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Number of Complete Years
from Receipt of Purchase 7 years
Payment: 0 1 2 3 4 5 6 or more
Contingent Deferred Sales
Charge: 7.0% 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0%
</TABLE>
However, after ULA has had a Purchase Payment for 7 years, there is no charge
when you withdraw that Purchase Payment. For purposes of the contingent deferred
sales charge, ULA treats withdrawals as coming from the oldest Purchase Payments
first. ULA does not assess the contingent deferred sales charge on any payments
paid out as Annuity Payments or as death benefits.
NOTE: For tax purposes, withdrawals are considered to have come from the last
money you put into the Contract. Thus, for tax purposes, earnings are considered
to come out first.
Free Withdrawal Amount - You can make a partial withdrawal without incurring a
contingent deferred sales charge of the "free withdrawal amount." The free
withdrawal amount is equal to the greater of: (a) earnings, or (b) 10% of
remaining Purchase Payments at the beginning of the current year. If your
withdrawal is not on a Contract anniversary, the free withdrawal amount is equal
to the free withdrawal amount at the beginning of the Contract year less amounts
withdrawn without the contingent deferred sales charge during the current
Contract year. If you make a complete withdrawal, the free withdrawal amount is
not available. Any amounts withdrawn as the free withdrawal amount will not be
subject to an Interest Adjustment.
In addition, in certain states, you can make a total or partial withdrawal and
ULA will not deduct the contingent deferred sales charge if you are confined to
a skilled nursing home facility for 90 consecutive days after the first Contract
year.
Reduction or Elimination of the Contingent Deferred Sales Charge
ULA will reduce or eliminate the amount of the contingent deferred sales charge
when the Contract is sold under circumstances which reduce its sales expenses.
Some examples are: if there is a large group of individuals that will be
purchasing the Contract or a prospective purchaser already had a relationship
with ULA. ULA may not deduct a contingent deferred sales charge under a Contract
issued to an officer, director or employee of ULA or any of its affiliates. Any
circumstances resulting in the reduction or elimination of the contingent
deferred sales charge requires our prior approval.
Transfer Fee
You can make 12 free transfers every year. We measure a year from the day we
issue your Contract. If you make more than 12 transfers a year, we will deduct a
transfer fee of $25 or 2% of the amount that is transferred, whichever is less,
for each additional transfer.
If the transfer is part of the Dollar Cost Averaging or Rebalancing Programs, it
will not count in determining the transfer fee.
Premium Taxes
Some states and other governmental entities (e.g., municipalities) charge
premium taxes or similar taxes. ULA is responsible for the payment of these
taxes and will make a deduction from the value of your Contract for them. Some
of these taxes are due when the Contract is issued, others are due when Annuity
Payments begin. It is ULA's current practice to pay any premium taxes when they
become payable to the states. Premium taxes generally range from 0% to 4.0%,
depending on the state.
Income Taxes
ULA may deduct from the Contract any income taxes which it may incur because of
the Contract. Currently, ULA is not making any such deductions.
Portfolio Expenses
There are deductions from and expenses paid out of the assets of the various
Portfolios which are described in the prospectuses for the Portfolios.
TAXES
NOTE: ULA has prepared the following information on taxes as a general
discussion of the subject. It is not intended as tax advice. You should consult
your own tax adviser about your own circumstances. ULA has included additional
information regarding taxes in the Statement of Additional Information.
Annuity Contracts in General
Annuity contracts are a means of setting aside money for future needs - usually
retirement. Congress recognized how important saving for retirement was and
provided special rules in the Internal Revenue Code (Code) for annuities.
Basically, these rules provide that you will not be taxed on the earnings on the
money held in your annuity Contract until you take the money out. This is
referred to as Tax Deferral. There are different rules regarding how you will be
taxed depending upon how you take the money out and the type of Contract -
Qualified or Non-Qualified (see following sections).
You, as the Owner, will not be taxed on increases in the value of your Contract
until a distribution occurs - either as a withdrawal or as Annuity Payments.
When you make a withdrawal you are taxed on the amount of the withdrawal that is
earnings. For Annuity Payments, different rules apply. A portion of each Annuity
Payment you receive will be treated as a partial return of your Purchase
Payments and will not be taxed. The remaining portion of the Annuity Payment
will be treated as ordinary income. How the Annuity Payment is divided between
taxable and non-taxable portions depends upon the period over which the Annuity
Payments are expected to be made. Annuity Payments received after you have
received all of your Purchase Payments are fully includible in income.
When a Non-Qualified Contract is owned by a non-natural person (e.g., a
corporation or certain other entities other than tax-qualified trusts), the
Contract will generally not be treated as an annuity for tax purposes. This
means that the Contract may not receive the benefits of Tax-Deferral. Income may
be taxed as ordinary income every year.
Qualified and Non-Qualified Contracts
If you purchase the Contract under a Qualified plan, your Contract is referred
to as a Qualified Contract. Examples of Qualified plans are: Individual
Retirement Annuities (IRAs), Tax-Sheltered Annuities (sometimes referred to as
403(b) Contracts), H.R. 10 Plans (sometimes referred to as Keogh Plans), pension
and profit-sharing plans, which include 401(k) plans and Section 457 Deferred
Compensation Plans.
If you do not purchase the Contract under a Qualified plan, your Contract is
referred to as a Non-Qualified Contract.
Withdrawals - Non-Qualified Contracts
If you make a withdrawal from your Contract, the Code treats such a withdrawal
as first coming from earnings and then from your Purchase Payments. In most
cases, such withdrawn earnings are includible in income.
The Code also provides that any amount received under an annuity contract which
is included in income may be subject to a tax penalty. The amount of the penalty
is equal to 10% of the amount that is includible in income. Some withdrawals
will be exempt from the penalty. They include any amounts: (1) paid on or after
the taxpayer reaches age 59 1/2; (2) paid after you die; (3) paid if the
taxpayer becomes totally disabled (as that term is defined in the Code); (4)
paid in a series of substantially equal payments made annually (or more
frequently) for the life or life expectancy of the taxpayer; (5) paid under an
immediate annuity; or (6) which come from purchase payments made prior to August
14, 1982.
Withdrawals - Qualified Contracts
The above information describing the taxation of Non-Qualified Contracts does
not apply to Qualified Contracts. There are special rules that govern Qualified
Contracts. A more complete discussion of withdrawals from Qualified Contracts is
contained in the Statement of Additional Information.
Withdrawals - Tax-Sheltered Annuities
The Code limits the withdrawal of purchase payments made by owners from certain
Tax-Sheltered Annuities. Withdrawals can only be made when an owner: (1) reaches
age 59 1/2; (2) leaves his/her job; (3) dies; (4) becomes disabled (as that term
is defined in the Code); or (5) in the case of hardship. However, in the case of
hardship, the owner can only withdraw the purchase payments and not any
earnings.
Diversification
The Code provides that the underlying investments for a variable annuity must
satisfy certain diversification requirements in order to be treated as an
annuity contract. ULA believes that the Portfolios are being managed so as to
comply with the requirements.
Neither the Code nor the Internal Revenue Service Regulations issued to date
provide guidance as to the circumstances under which you, because of the degree
of control you exercise over the underlying investments, and not ULA would be
considered the owner of the shares of the Portfolios. If this occurs, it will
result in the loss of the favorable tax treatment for the Contract. It is
unknown to what extent under federal tax law Contract Owners are permitted to
select Portfolios, to make transfers among the Portfolios or the number and type
of Portfolios Owners may select from. If any guidance is provided which is
considered a new position, then the guidance would generally be applied
prospectively. However, if such guidance is considered not to be a new position,
it may be applied retroactively. This would mean that you, as the Owner of the
Contract, could be treated as the owner of the Portfolios.
Due to the uncertainty in this area, ULA reserves the right to modify the
Contract in an attempt to maintain favorable tax treatment.
WITHDRAWALS
You can have access to the money in your Contract: (1) by making a withdrawal
(either a partial or a total withdrawal); (2) by receiving Annuity Payments; or
(3) when a death benefit is paid to your Beneficiary. Withdrawals can only be
made during the Accumulation Phase.
When you make a complete withdrawal you will receive the value of the Contract
on the day you made the withdrawal less any applicable contingent deferred sales
charge and less any premium tax. (See "Expenses" for a discussion of the
charges.) A partial withdrawal is taken first from the value of the Contract for
which the free withdrawal provision applies and then from the value for which
there is no waiver.
Any partial withdrawal must be for at least $500 (unless it is made under the
Systematic Withdrawal Program, see below). Unless you tell us otherwise, partial
withdrawals will be made pro-rata from the Portfolios. ULA requires that after
you make a partial withdrawal the value of your Contract must be at least $2,000
and the value of any Account must be at least $500. A withdrawal from the
Interest Adjustment Account may be subject to an adjustment.
Income taxes, tax penalties and certain restrictions may apply to any withdrawal
you make.
There are limits to the amount you can withdraw from a qualified plan referred
to as a 403(b) plan. For a more complete explanation see - Taxes and the
discussion in the SAI.
Systematic Withdrawal Program
If the value of your Contract is at least $12,000, ULA offers a Program which
provides automatic periodic payments to you each year. Systematic withdrawals
can be made at any time, including during the first year. You can instruct us
how much you want to withdraw under the Program as long as each payment is at
least $100. You may terminate systematic withdrawals by giving us thirty (30)
days prior written notice. We do not currently charge for systematic withdrawals
but reserve the right to charge for them in the future. The contingent deferred
sales charge may apply to systematic withdrawals (see "Expenses"). Systematic
withdrawals are available for Qualified and Non-Qualified Contracts.
Income taxes and tax penalties may apply to systematic withdrawals.
Suspension of Payments or Transfers
ULA may be required to suspend or postpone payments for withdrawals or transfers
for any period when:
1. the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
2. trading on the New York Stock Exchange is restricted;
3. an emergency exists as a result of which disposal of the Portfolio shares
is not reasonably practicable or ULA cannot reasonably value the Portfolio
shares;
4. during any other period when the Securities and Exchange Commission, by
order, so permits for the protection of owners.
ULA has reserved the right to defer payment for a withdrawal or transfer from
the Fixed Account or the Interest Adjustment Account for the period permitted by
law but not for more than six months.
DEATH BENEFIT
Upon Your Death
If you die during the Accumulation Phase, ULA will pay a death benefit to your
Beneficiary (see below). No death benefit is paid during the Income Phase. If
you have a Joint Owner, and the Joint Owner dies, the surviving Owner will be
considered the primary Beneficiary. Any other Beneficiary designation on record
at the time of death will be treated as a contingent Beneficiary. Joint Owners
must be spouses.
Death Benefit
The death benefit will be the greater of:
(a) the Purchase Payments you have made, less any money you have taken out and
related contingent deferred sales charges; or
(b) the value of your Contract on the date we receive both proof of death and
an election for the payment method.
A Beneficiary may request that the death benefit be paid in one of the following
ways: (1) lump sum payment of the death benefit; (2) payment of the entire death
benefit within 5 years of the date of death; or (3) payment of the death benefit
under an Annuity Option. The death benefit payable under an Annuity Option must
be paid over the Beneficiary's lifetime or for a period not extending beyond the
Beneficiary's life expectancy. Payment must begin within one year of the date of
death. Any portion of the death benefit not applied under (3) above within one
year of the date of the Owner's death must be distributed within five years of
the date of death.
If the Beneficiary is the spouse of the Owner, he/she can choose to continue the
Contract in his/her own name at the then current value, elect a lump sum payment
of the death benefit or apply the death benefit to an Annuity Option. Payment to
the Beneficiary, other than in a lump sum, may only be elected during the sixty-
day period beginning with the date we receive proof of death. If a lump sum
payment is elected and all the necessary requirements are met, the payment will
be made within seven days.
If you (or any Joint Owner) die during the Income Phase and you are not the
Annuitant, any payments which are remaining under the Annuity Option selected
will continue at least as rapidly as they were being paid at your death. If you
die during the Income Phase, the Beneficiary becomes the Owner.
Death of Annuitant
If the Annuitant, who is not an Owner or Joint Owner, dies during the
Accumulation Phase, you can name a new Annuitant. If a new Annuitant is not
named within 30 days of the death of the Annuitant, you will become the
Annuitant. However, if the Owner is a non-natural person (e.g., a corporation),
then the death of the Annuitant will be treated as the death of the Owner, and a
new Annuitant may not be named.
If the Annuitant dies after Annuity Payments have begun, the remaining amounts
payable, if any, will be as provided for in the Annuity Option selected. The
remaining amounts payable will be paid to the Owner at least as rapidly as they
were being paid at the Annuitant's death.
OTHER INFORMATION
ULA
United Life & Annuity Insurance Company (ULA), 8545 United Plaza Boulevard,
Baton Rouge, Louisiana 70809-2264, is a stock life insurance company domiciled
in Louisiana and organized in 1955. ULA is authorized to conduct business in 47
states, the District of Columbia and Puerto Rico. On July 24, 1996, Pacific Life
and Accident Insurance Company (PLAIC) acquired one hundred percent ownership of
ULA. PLAIC is a wholly-owned subsidiary of PennCorp Financial Group, Inc.
(PennCorp). PennCorp is a publicly-traded insurance holding company, the
principal subsidiaries of which are insurance companies.
The Separate Account
ULA established a separate account, United Life & Annuity Separate Account One
(Separate Account), to hold the assets that underlie the Contracts. Prior to May
1, 1997, the Separate Account was known as United Companies Separate Account
One. Our Board of Directors adopted a resolution to establish the Separate
Account under Louisiana insurance law on November 2, 1994. ULA has registered
the Separate Account with the Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940. The Separate Account
is divided into sub-accounts.
The assets of the Separate Account are held in ULA's name on behalf of the
Separate Account and legally belong to ULA. However, those assets that underlie
the Contracts, are not chargeable with liabilities arising out of any other
business we may conduct. All the income, gains and losses (realized or
unrealized) resulting from these assets are credited to or charged against the
Contracts and not against any other Contracts we may issue.
Distribution
United Variable Services, Inc. (UVS), 8545 United Plaza Boulevard, Baton Rouge,
Louisiana 70809-2264, acts as the distributor of the Contracts. UVS is a wholly-
owned subsidiary of ULA. Commissions will be paid to broker-dealers who sell the
Contracts.
Financial Statements
The financial statements of ULA and the Separate Account have been included in
the Statement of Additional Information.
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
Company
Independent Auditors
Legal Opinions
Distributor
Reduction or Elimination of the Contingent Deferred Sales Charge
Yield Calculation For Money Market Portfolio
Performance Information
Tax Status
Annuity Provisions
Financial Statements
Please send me, at no charge, the Statement of Additional Information dated
___________, 199__ for the United Life & Annuity Insurance Company Fixed and
Variable Annuity Contract issued by United Life & Annuity Insurance Company.
(Please print or type and fill in all information)
______________________________________________________________________________
Name
______________________________________________________________________________
Address
______________________________________________________________________________
City State Zip Code
ULV-AD-4009SD (5/97)
Put stamp here
The Post Office
will
not deliver
mail
without
postage.
--------------------
United Life & Annuity Insurance Company
Attn: Customer Service Dept.
P.O. Box 260100
Baton Rouge, LA 70826-0100
PART B
STATEMENT OF ADDITIONAL INFORMATION
INDIVIDUAL FIXED AND VARIABLE DEFERRED
ANNUITY CONTRACTS
ISSUED BY
UNITED LIFE & ANNUITY SEPARATE ACCOUNT ONE
(formerly United Companies Separate Account One)
AND
UNITED LIFE & ANNUITY INSURANCE COMPANY
(formerly United Companies Life Insurance Company)
THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED __________, 199__, FOR THE
INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACTS WHICH ARE REFERRED TO
HEREIN.
THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS CALL OR WRITE THE
COMPANY AT: UNITED LIFE & ANNUITY INSURANCE COMPANY, P.O. BOX 260100, BATON
ROUGE, LOUISIANA 70826-0100, (800) 825-7568.
THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED _________, 199__.
TABLE OF CONTENTS
PAGE
Company
Independent Auditors
Legal Opinions
Distributor
Reduction or Elimination of the Contingent Deferred Sales Charge
Yield Calculation For Money Market Sub-Account
Performance Information
Tax Status
Annuity Provisions
Financial Statements
COMPANY
United Life & Annuity Insurance Company ("ULA" or the "Company") is a stock life
insurance company domiciled in Louisiana and organized in 1955. ULA is licensed
to do business in 47 states, the District of Columbia and Puerto Rico. Until
recently, United Life & Annuity Insurance Company was known as United Companies
Life Insurance Company. ULA is in the process of formalizing the name change to
United Life & Annuity Insurance Company in the states and jurisdictions in which
it is licensed to do business. In each state in which the name change is not yet
effective, the Company may continue to do business as United Companies Life
Insurance Company until the name change is formally approved.
On July 24, 1996, Pacific Life and Accident Insurance Company ("PLAIC") acquired
one hundred percent ownership of the Company from United Companies Financial
Corporation ("UCFC"), including its wholly-owned subsidiary United Variable
Services, Inc., a registered broker-dealer which acts as the principal
underwriter of the Contracts issued by the Company (the "Acquisition").
Under the terms of the Acquisition, the sales price was comprised of cash,
estimated, as of January 30, 1996, to be $109 million, and real estate and other
assets owned by the Company to be distributed to UCFC prior to the acquisition.
The real estate to be distributed included portions of the United Plaza office
park, including UCFC's home office. In addition, UCFC purchased a convertible
promissory note from an affiliate of the purchaser for $15 million in cash. The
purchaser also agreed that the Company would continue to be an investor in first
lien home equity loans originated by UCFC's lending operations and that the
purchaser would use commercially reasonable efforts to maintain the Company's
home office operations in its present location in Baton Rouge, Louisiana
following the closing for at least two years.
PLAIC is a Texas domestic life insurance company, formed on May 31, 1985. PLAIC
is a wholly-owned life insurance subsidiary of PennCorp Financial Group, Inc.
("PennCorp") and acts as the holding company for the stock of Pennsylvania Life
Insurance Company and Professional Insurance Corporation.
PennCorp is a publicly-traded insurance holding company the principal
subsidiaries of which are insurance companies with operations throughout the
United States and Canada, the executive offices of which are located in Baton
Rouge, Louisiana, Raleigh, North Carolina, Jacksonville, Florida, Waco, Texas
and Toronto, Canada.
INDEPENDENT AUDITORS
The consolidated financial statements and financial statement schedules of
United Companies Life Insurance Company and subsidiary as of December 31, 1996
and for the periods from July 24, 1996 to December 31, 1996 (Successor period)
and from January 1, 1996 to July 23, 1996 (Predecessor period) and the financial
statements of United Companies Separate Account One as of December 31, 1996 and
for the year then ended have been audited by ______________, independent
auditors, as stated in their reports appearing herein.
The financial statements of United Companies Life Insurance Company and
subsidiary as of December 31, 1995 and for each of the two years in the period
ended December 31, 1995 included in this Statement of Additional Information
have been audited by _______________________, independent auditors, as stated in
their report appearing herein.
LEGAL OPINIONS
Blazzard, Grodd & Hasenauer, P.C., Westport, Connecticut has provided advice on
certain matters relating to the federal securities and income tax laws in
connection with the Contracts.
DISTRIBUTOR
United Variable Services, Inc., a wholly-owned subsidiary of the Company, acts
as the distributor. The offering is on a continuous basis.
REDUCTION OR ELIMINATION OF THE CONTINGENT DEFERRED SALES CHARGE
The amount of the Contingent Deferred Sales Charge on the Contracts may be
reduced or eliminated when sales of the Contracts are made to individuals or to
a group of individuals in a manner that results in savings of sales expenses.
The entitlement to a reduction of the Contingent Deferred Sales Charge will be
determined by the Company after examination of the following factors: 1) the
size of the group; 2) the total amount of purchase payments expected to be
received from the group; 3) the nature of the group for which the Contracts are
purchased, and the persistency expected in that group; 4) the purpose for which
the Contracts are purchased and whether that purpose makes it likely that
expenses will be reduced; and 5) any other circumstances which the Company
believes to be relevant to determining whether reduced sales or administrative
expenses may be expected. None of the reductions in charges for sales is
contractually guaranteed.
The Contingent Deferred Sales Charge will be eliminated when the Contracts are
issued to an officer, director or employee of the Company or any of its
affiliates. In no event will any reduction or elimination of the Contingent
Deferred Sales Charge be permitted where the reduction or elimination will be
unfairly discriminatory to any person.
YIELD CALCULATION FOR MONEY MARKET PORTFOLIO
The Money Market Portfolio will calculate its current yield based upon the seven
days ended on the date of calculation.
The current yield of the Money Market Portfolio is computed by determining the
net change (exclusive of capital changes) in the value of a hypothetical
pre-existing Owner account having a balance of one Accumulation Unit of the
Portfolio at the beginning of the period, subtracting the Mortality and Expense
Risk Charge, the Administrative Charge and the Contract Maintenance Charge,
dividing the difference by the value of the account at the beginning of the same
period to obtain the base period return and multiplying the result by (365/7).
The Money Market Portfolio computes its effective compound yield according to
the method prescribed by the Securities and Exchange Commission. The effective
yield reflects the reinvestment of net income earned daily on Money Market
Portfolio assets.
Net investment income for yield quotation purposes will not include either
realized capital gains and losses or unrealized appreciation and depreciation,
whether reinvested or not.
The yields quoted should not be considered a representation of the yield of the
Money Market Portfolio in the future since the yield is not fixed. Actual yields
will depend not only on the type, quality and maturities of the investments held
by the Money Market Portfolio and changes in the interest rates on such
investments, but also on changes in the Money Market Portfolio's expenses during
the period.
Yield information may be useful in reviewing the performance of the Money Market
Portfolio and for providing a basis for comparison with other investment
alternatives. However, the Money Market Portfolio's yield fluctuates, unlike
bank deposits or other investments which typically pay a fixed yield for a
stated period of time.
PERFORMANCE INFORMATION
From time to time, the Company may advertise performance data as described in
the Prospectus. Any such advertisement will include total return figures for the
time periods indicated in the advertisement. Such total return figures will
reflect the deduction of the Mortality and Expense Risk Charge, the
Administrative Charge and the expenses for the underlying Portfolio being
advertised. Any such advertisement will also include average annual total return
for the time periods indicated in the advertisement and will reflect the
deduction of the Mortality and Expense Risk Charge, the Administrative Charge,
the Contingent Deferred Sales Charge and the expenses for the underlying
Portfolio being advertised.
The hypothetical value of a Contract purchased for the time periods described in
the advertisement will be determined by using the actual Accumulation Unit
values for an initial $1,000 purchase payment to arrive at the ending
hypothetical value. The average annual total return is then determined by
computing the fixed interest rate that a $1,000 purchase payment would have to
earn annually, compounded annually, to grow to the hypothetical value at the end
of the time periods described. The formula used in these calculations is:
n
P (1+T) = ERV
Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the time periods used
(or fractional portion thereof) of a hypothetical $1,000
payment made at the beginning of the time periods used.
In addition to total return data, the Company may include yield information in
its advertisements. For each Portfolio (other than the Money Market Portfolio)
for which the Company will advertise yield, it will show a yield quotation based
on a 30 day (or one month) period ended on the date of the most recent balance
sheet of the Separate Account included in the registration statement, computed
by dividing the net investment income per Accumulation Unit earned during the
period by the maximum offering price per Unit on the last day of the period,
according to the following formula:
6
Yield = 2 [((a-b) + 1)) -1 ]
---
cd
Where:
a = Net investment income earned during the period by the Portfolio
attributable to shares owned by the Sub-Account.
b = Expenses accrued for the period (net of reimbursements).
c = The average daily number of Accumulation Units outstanding during
the period.
d = The maximum offering price per Accumulation Unit on the last day of
the period.
The Company may also advertise performance data which will be computed on a
different basis.
Performance Information
The Contracts are new and therefore have no investment performance history.
However, the Portfolios have been in existence for some time and consequently
have investment performance history. In order to demonstrate how the actual
investment experience of the Portfolios affects Accumulation Unit values, the
following performance information was developed. The information is based upon
the historical experience of the Portfolios and is for the periods shown.
Actual performance will vary and the hypothetical results shown are not
necessarily representative of future results. Performance for periods ending
after those shown may vary substantially from the examples shown below. Chart 1
shows the performance of the Accumulation Units calculated for a specified
period of time assuming an initial Purchase Payment of $1,000 allocated to each
Portfolio and a deduction of all charges and deductions (see "Expenses" in the
Prospectus for more information). Chart 2 is identical to Chart 1 except that it
does not reflect the deduction of the Contingent Deferred Sales Charge. The
performance figures in both charts also reflect the actual fees and expenses
paid by the Portfolio. The percentage increases are determined by subtracting
the initial Purchase Payment from the ending value and dividing the remainder by
the beginning value.
For the Periods Ended ______________:
<TABLE>
<CAPTION>
CHART 1
SINCE INCEPTION
1 YEAR 3 YEARS 5 YEARS INCEPTION DATE
<S> <C> <C> <C> <C> <C>
Alger American Growth
Dreyfus Growth and Income
Dreyfus Stock Index
Federated High Income Bond II
Federated Fund for
U.S. Government Securities II
Federated Utility II
MFS Emerging Growth
MFS Total Return
Scudder International
Van Eck Worldwide Hard Assets
CHART 2
SINCE INCEPTION
1 YEAR 3 YEARS 5 YEARS INCEPTION DATE
Alger American Growth
Dreyfus Growth and Income
Dreyfus Stock Index
Federated High Income Bond II
Federated Fund for
U.S. Government Securities II
Federated Utility II
MFS Emerging Growth
MFS Total Return
Scudder International
Van Eck Worldwide Hard Assets
</TABLE>
The Company will also provide standardized total return performance figures of
the Sub-Accounts for the appropriate time periods, where available.
You should note that the investment results of each Portfolio will fluctuate
over time, and any presentation of the Portfolio's total return or yield for any
period should not be considered as a representation of what an investment may
earn or what your total return or yield may be in any future period.
TAX STATUS
NOTE: THE FOLLOWING DESCRIPTION IS BASED UPON THE COMPANY'S UNDERSTANDING OF
CURRENT FEDERAL INCOME TAX LAW APPLICABLE TO ANNUITIES IN GENERAL. THE COMPANY
CANNOT PREDICT THE PROBABILITY THAT ANY CHANGES IN SUCH LAWS WILL BE MADE.
PURCHASERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE REGARDING THE POSSIBILITY
OF SUCH CHANGES. THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF THE CONTRACTS.
PURCHASERS BEAR THE COMPLETE RISK THAT THE CONTRACTS MAY NOT BE TREATED AS
"ANNUITY CONTRACTS" UNDER FEDERAL INCOME TAX LAWS. IT SHOULD BE FURTHER
UNDERSTOOD THAT THE FOLLOWING DISCUSSION IS NOT EXHAUSTIVE AND THAT SPECIAL
RULES NOT DESCRIBED IN HEREIN MAY BE APPLICABLE IN CERTAIN SITUATIONS. MOREOVER,
NO ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX LAWS.
GENERAL
Section 72 of the Code governs taxation of annuities in general. An Owner is not
taxed on increases in the value of a Contract until distribution occurs, either
in the form of a lump sum payment or as annuity payments under the Annuity
Option elected. For a lump sum payment received as a total surrender (total
redemption) or death benefit, the recipient is taxed on the portion of the
payment that exceeds the cost basis of the Contract. For Non-Qualified
Contracts, this cost basis is generally the purchase payments, while for
Qualified Contracts there may be no cost basis. The taxable portion of the lump
sum payment is taxed at ordinary income tax rates.
For annuity payments, a portion of each payment in excess of an exclusion amount
is includable in taxable income. The exclusion amount for payments based on a
fixed annuity option is determined by multiplying the payment by the ratio that
the cost basis of the Contract (adjusted for any period certain or refund
feature) bears to the expected return under the Contract. Payments received
after the investment in the Contract has been recovered (i.e. when the total of
the excludable amounts equal the investment in the Contract) are fully taxable.
The taxable portion is taxed at ordinary income rates. For certain types of
Qualified Plans there may be no cost basis in the Contract within the meaning of
Section 72 of the Code. Owners, Annuitants and Beneficiaries under the Contracts
should seek competent financial advice about the tax consequences of any
distributions.
The Company is taxed as a life insurance company under the Code. For federal
income tax purposes, the Separate Account is not a separate entity from the
Company, and its operations form a part of the Company.
DIVERSIFICATION
Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable annuity contracts. The Code provides that a
variable annuity contract will not be treated as an annuity contract for any
period (and any subsequent period) for which the investments are not adequately
diversified in accordance with regulations prescribed by the United States
Treasury Department ("Treasury Department"). Disqualification of the Contract as
an annuity contract would result in imposition of federal income tax to the
Contract Owner with respect to earnings allocable to the Contract prior to the
receipt of payments under the Contract. The Code contains a safe harbor
provision which provides that annuity contracts such as the Contracts meet the
diversification requirements if, as of the end of each quarter, the underlying
assets meet the diversification standards for a regulated investment company and
no more than fifty-five percent (55%) of the total assets consist of cash, cash
items, U.S. government securities and securities of other regulated investment
companies.
On March 2, 1989, the Treasury Department issued regulations (Treas. Reg.
1.817-5) which established diversification requirements for the investment
portfolios underlying variable contracts such as the Contracts. The regulations
amplify the diversification requirements for variable contracts set forth in the
Code and provide an alternative to the safe harbor provision described above.
Under the regulations, an investment portfolio will be deemed adequately
diversified if: (1) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (2) no more than 70% of the
value of the total assets of the portfolio is represented by any two
investments; (3) no more than 80% of the value of the total assets of the
portfolio is represented by any three investments; and (4) no more than 90% of
the value of the total assets of the portfolio is represented by any four
investments.
The Code provides that for purposes of determining whether or not the
diversification standards imposed on the underlying assets of variable contracts
by Section 817(h) of the Code have been met, "each United States government
agency or instrumentality shall be treated as a separate issuer."
The Company intends that all Portfolios underlying the Contracts will be managed
by the investment advisers for the Portfolios in such a manner as to comply with
these diversification requirements.
The Treasury Department has indicated that the diversification Regulations do
not provide guidance regarding the circumstances in which Owner control of the
investments of the Separate Account will cause the Owner to be treated as the
owner of the assets of the Separate Account, thereby resulting in the loss of
favorable tax treatment for the Contract. At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.
The amount of Owner control which may be exercised under the Contract is
different in some respects from the situations addressed in published rulings
issued by the Internal Revenue Service in which it was held that the policy
owner was not the owner of the assets of the separate account. It is unknown
whether these differences, such as the Owner's ability to transfer among
investment choices or the number and type of investment choices available, would
cause the Owner to be considered as the owner of the assets of the Separate
Account resulting in the imposition of federal income tax to the Owner with
respect to earnings allocable to the Contract prior to receipt of payments under
the Contract.
In the event any forthcoming guidance or ruling is considered to set forth a new
position, such guidance or ruling will generally be applied only prospectively.
However, if such ruling or guidance was not considered to set forth a new
position, it may be applied retroactively resulting in the Owner being
retroactively determined to be the owner of the assets of the Separate Account.
Due to the uncertainty in this area, the Company reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.
MULTIPLE CONTRACTS
The Code provides that multiple non-qualified annuity contracts which are issued
within a calendar year period to the same contract owner by one company or its
affiliates are treated as one annuity contract for purposes of determining the
tax consequences of any distribution. Such treatment may result in adverse tax
consequences, including more rapid taxation of the distributed amounts from such
combination of contracts. Owners should consult a tax adviser prior to
purchasing more than one non-qualified annuity contract in any calendar year
period.
CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS
Under Section 72(u) of the Code, the investment earnings on purchase payments
for the Contracts will be taxed currently to the Owner if the Owner is a
non-natural person, e.g., a corporation or certain other entities. Such
Contracts generally will not be treated as annuities for federal income tax
purposes. However, this treatment is not applied to Contracts held by a trust or
other entity as an agent for a natural person nor to Contracts held by qualified
plans. Purchasers should consult their own tax counsel or other tax adviser
before purchasing a Contract to be owned by a non-natural person.
TAX TREATMENT OF ASSIGNMENTS
An assignment or pledge of a Contract may be a taxable event. Owners should
therefore consult competent tax advisers should they wish to assign or pledge
their Contracts.
INCOME TAX WITHHOLDING
All distributions or the portion thereof which is includible in the gross income
of the Owner are subject to federal income tax withholding. Generally, amounts
are withheld from periodic payments at the same rate as wages and at the rate of
10% from non-periodic payments. However, the Owner, in most cases, may elect not
to have taxes withheld or to have withholding done at a different rate.
Effective January 1, 1993, certain distributions from retirement plans qualified
under Section 401 or Section 403(b) of the Code, which are not directly rolled
over to another eligible retirement plan or individual retirement account or
individual retirement annuity, are subject to a mandatory 20% withholding for
federal income tax. The 20% withholding requirement generally does not apply to:
a) a series of substantially equal payments made at least annually for the life
or life expectancy of the participant or joint and last survivor expectancy of
the participant and a designated beneficiary, or for a specified period of 10
years or more; or b) distributions which are required minimum distributions; or
(c) the portion of the distributions not includible in gross income (i.e.
returns of after-tax contributions). Participants should consult their own tax
counsel or other tax adviser regarding withholding requirements.
TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED CONTRACTS
Section 72 of the Code governs treatment of distributions from annuity
contracts. It provides that if the contract value exceeds the aggregate purchase
payments made, any amount withdrawn will be treated as coming first from the
earnings and then, only after the income portion is exhausted, as coming from
the principal. Withdrawn earnings are includible in gross income. It further
provides that a ten percent (10%) penalty will apply to the income portion of
any distribution. However, the penalty is not imposed on amounts received: (a)
after the taxpayer reaches age 59 1/2; (b) after the death of the Owner; (c) if
the taxpayer is totally disabled (for this purpose disability is as defined in
Section 72(m)(7) of the Code); (d) in a series of substantially equal periodic
payments made not less frequently than annually for the life (or life
expectancy) of the taxpayer or for the joint lives (or joint life expectancies)
of the taxpayer and his Beneficiary; (e) under an immediate annuity; or (f)
which are allocable to purchase payments made prior to August 14, 1982.
The above information does not apply to Qualified Contracts. However, separate
tax withdrawal penalties and restrictions may apply to such Qualified Contracts.
(See "Tax Treatment of Withdrawals - Qualified Contracts.")
QUALIFIED PLANS
The Contracts offered by the Prospectus are designed to be suitable for use
under various types of Qualified Plans. Because of the minimum purchase payment
requirements, these Contracts may not be appropriate for some periodic payment
retirement plans. Taxation of participants in each Qualified Plan varies with
the type of plan and terms and conditions of each specific plan. Owners,
Annuitants and Beneficiaries are cautioned that benefits under a Qualified Plan
may be subject to the terms and conditions of the plan regardless of the terms
and conditions of the Contracts issued pursuant to the plan. Some retirement
plans are subject to distribution and other requirements that are not
incorporated into the Company's administrative procedures. Owners, participants
and Beneficiaries are responsible for determining that contributions,
distributions and other transactions with respect to the Contracts comply with
applicable law. Following are general descriptions of the types of Qualified
Plans with which the Contracts may be used. Such descriptions are not exhaustive
and are for general informational purposes only. The tax rules regarding
Qualified Plans are very complex and will have differing applications, depending
on individual facts and circumstances. Each purchaser should obtain competent
tax advice prior to purchasing a Contract issued under a Qualified Plan.
On July 6, 1983, the Supreme Court decided in ARIZONA GOVERNING COMMITTEE V.
NORRIS that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women. The Contracts sold by the Company in connection with
Qualified Plans will utilize annuity tables which do not differentiate on the
basis of sex. Such annuity tables will also be available for use in connection
with certain non-qualified deferred compensation plans.
Contracts issued pursuant to Qualified Plans include special provisions
restricting Contract provisions that may otherwise be available and described in
this Statement of Additional Information. Generally, Contracts issued pursuant
to Qualified Plans are not transferable except upon surrender or annuitization.
Various penalty and excise taxes may apply to contributions or distributions
made in violation of applicable limitations. Furthermore, certain withdrawal
penalties and restrictions may apply to surrenders from Qualified Contracts.
(See "Tax Treatment of Withdrawals - Qualified Contracts.")
a. H.R. 10 Plans
Section 401 of the Code permits self-employed individuals to establish Qualified
Plans for themselves and their employees, commonly referred to as "H.R. 10" or
"Keogh" plans. Contributions made to the Plan for the benefit of the employees
will not be included in the gross income of the employees until distributed from
the Plan. The tax consequences to participants may vary, depending upon the
particular Plan design. However, the Code places limitations and restrictions on
all Plans, including on such items as: amounts of allowable contributions; form,
manner and timing of distributions; transferability of benefits; vesting and
nonforfeitability of interests; nondiscrimination in eligibility and
participation; and the tax treatment of distributions, withdrawals and
surrenders. (See "Tax Treatment of Withdrawals - Qualified Contracts.")
Purchasers of Contracts for use with an H.R. 10 Plan should obtain competent tax
advice as to the tax treatment and suitability of such an investment.
b. Tax-Sheltered Annuities
Section 403(b) of the Code permits the purchase of "tax-sheltered annuities" by
public schools and certain charitable, educational and scientific organizations
described in Section 501(c)(3) of the Code. These qualifying employers may make
contributions to the Contracts for the benefit of their employees. Such
contributions are not includable in the gross income of the employee until the
employee receives distributions from the Contract. The amount of contributions
to the tax-sheltered annuity is limited to certain maximums imposed by the Code.
Furthermore, the Code sets forth additional restrictions governing such items as
transferability, distributions, nondiscrimination and withdrawals. (See "Tax
Treatment of Withdrawals Qualified Contracts" and "Tax-Sheltered Annuities -
Withdrawal Limitations.") Employee loans are not allowed under these Contracts.
Any employee should obtain competent tax advice as to the tax treatment and
suitability of such an investment.
c. Individual Retirement Annuities
Section 408(b) of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity"
("IRA"). Under applicable limitations, certain amounts may be contributed to an
IRA which may be deductible from the individual's gross income. These IRAs are
subject to limitations on eligibility, contributions, transferability and
distributions. (See "Tax Treatment of Withdrawals - Qualified Contracts.") Under
certain conditions, distributions from other IRAs and other Qualified Plans may
be rolled over or transferred on a tax-deferred basis into an IRA. Sales of
Contracts for use with IRAs are subject to special requirements imposed by the
Code, including the requirement that certain informational disclosure be given
to persons desiring to establish an IRA. Purchasers of Contracts to be qualified
as Individual Retirement Annuities should obtain competent tax advice as to the
tax treatment and suitability of such an investment.
d. Corporate Pension and Profit-Sharing Plans
Sections 401(a) and 401(k) of the Code permit corporate employers to establish
various types of retirement plans for employees. These retirement plans may
permit the purchase of the Contracts to provide benefits under the Plan.
Contributions to the Plan for the benefit of employees will not be includable in
the gross income of the employee until distributed from the Plan. The tax
consequences to participants may vary, depending upon the particular Plan
design. However, the Code places limitations and restrictions on all Plans,
including on such items as: amount of allowable contributions; form, manner and
timing of distributions; transferability of benefits; vesting and
nonforfeitability of interests; nondiscrimination in eligibility and
participation; and the tax treatment of distributions, withdrawals and
surrenders. Participant loans are not allowed under the Contracts purchased in
connection with these Plans. (See "Tax Treatment of Withdrawals Qualified
Contracts.") Purchasers of Contracts for use with Corporate Pension or Profit-
Sharing Plans should obtain competent tax advice as to the tax treatment and
suitability of such an investment.
TAX TREATMENT OF WITHDRAWALS - QUALIFIED CONTRACTS
In the case of a withdrawal under a Qualified Contract, a ratable portion of the
amount received is taxable, generally based on the ratio of the individual's
cost basis to the individual's total accrued benefit under the retirement plan.
Special tax rules may be available for certain distributions from a Qualified
Contract. Section 72(t) of the Code imposes a 10% penalty tax on the taxable
portion of any distribution from qualified retirement plans, including Contracts
issued and qualified under Code Sections 401 (H.R. 10 and Corporate Pension and
Profit-Sharing Plans), 403(b) (Tax-Sheltered Annuities) and 408(b) (Individual
Retirement Annuities). To the extent amounts are not includible in gross income
because they have been properly rolled over to an IRA or to another eligible
Qualified Plan, no tax penalty will be imposed. The tax penalty will not apply
to the following distributions: (a) if distribution is made on or after the date
on which the Owner or Annuitant (as applicable) reaches age 59; (b)
distributions following the death or disability of the Owner or Annuitant (as
applicable) (for this purpose disability is as defined in Section 72(m)(7) of
the Code); (c) after separation from service, distributions that are part of
substantially equal periodic payments made not less frequently than annually for
the life (or life expectancy) of the Owner or Annuitant (as applicable) or the
joint lives (or joint life expectancies) of such Owner or Annuitant (as
applicable) and his designated beneficiary; (d) distributions to an Owner or
Annuitant (as applicable) who has separated from service after he has attained
age 55; (e) distributions made to the Owner or Annuitant (as applicable) to the
extent such distributions do not exceed the amount allowable as a deduction
under Code Section 213 to the Owner or Annuitant (as applicable) for amounts
paid during the taxable year for medical care; (f) distributions made to an
alternate payee pursuant to a qualified domestic relations order; (g)
distributions from an Individual Retirement Annuity for the purchase of medical
insurance (as described in Section 213(d)(1)(D) of the Code) for the Owner or
Annuitant (as applicable) and his or her spouse and dependents if the Owner or
Annuitant (as applicable) has received unemployment compensation for at least 12
weeks. This exception will no longer apply after the Owner or Annuitant (as
applicable) has been re-employed for at least 60 days; (h) distributions from an
Individual Retirement Annuity made to the Owner to the extent such distributions
do not exceed the qualified higher education expenses (as defined in Section
72(t)(7) of the Code) of the Owner for the taxable year; and (i) distributions
from an Individual Retirement Annuity made to the Owner which are qualified
first-time home buyer distributions (as defined in Section 72(t)(8) of the
Code). The exceptions stated in items (d) and (f) above do not apply in the case
of an Individual Retirement Annuity. The exception stated in item (c) applies to
an Individual Retirement Annuity without the requirement that there be a
separation from service.
Generally, distributions from a Qualified Plan must commence no later than April
1 of the calendar year following the later of: (a) the year in which the
employee attains age 70 1/2 or (b) the calendar year in which the employee
retires. The date set forth in (b) does not apply to an Individual Retirement
Annuity. Required distributions must be over a period not exceeding the life
expectancy of the individual or the joint lives or life expectancies of the
individual and his or her designated beneficiary. If the required minimum
distributions are not made, a 50% penalty tax is imposed as to the amount not
distributed.
TAX-SHELTERED ANNUITIES - WITHDRAWAL LIMITATIONS
The Code limits the withdrawal of amounts attributable to contributions made
pursuant to a salary reduction agreement (as defined in Section 403(b)(11) of
the Code) to circumstances only when the Owner: (1) attains age 59; (2)
separates from service; (3) dies; (4) becomes disabled (within the meaning of
Section 72(m)(7) of the Code); or (5) in the case of hardship. However,
withdrawals for hardship are restricted to the portion of the Owner's Contract
value which represents contributions by the Owner and does not include any
investment results. The limitations on withdrawals became effective on January
1, 1989 and apply only to salary reduction contributions made after December 31,
1988, and to income attributable to such contributions and to income
attributable to amounts held as of December 31, 1988. The limitations on
withdrawals do not affect rollovers and transfers between certain Qualified
Plans. Owners should consult their own tax counsel or other tax adviser
regarding any distributions.
SECTION 457 - DEFERRED COMPENSATION PLANS
Under Section 457 of the Code, governmental and certain other tax-exempt
employers may establish deferred compensation plans for the benefit of their
employees which may invest in annuity contracts. The Code, as in the case of
qualified plans, establishes limitations and restrictions on eligibility,
contributions and distributions. Under these Plans, contributions made for the
benefit of the employees will not be includible in the employee's gross income
until distributed from the Plan. Under a Section 457 Plan, the plan assets
remain solely the property of the employer, subject only to the claims of the
employer's general creditors, until such time as made available to the
participant or beneficiary. However, for Plans established after August 20,
1996, it is required that plan assets must be held in trust for the benefit of
plan participants and are not subject to the claims of the general creditors of
the employer. Furthermore, this requirement must be met for all Plans no later
than January 1, 1999. IN CERTAIN STATES, THE CONTRACTS MAY NOT BE AVAILABLE FOR
USE IN CONNECTION WITH SECTION 457 PLANS.
ANNUITY PROVISIONS
Currently, the Company makes available payment plans on a fixed basis only. (See
the Prospectus for a description of the Annuity Options.)
FINANCIAL STATEMENTS
The financial statements of the Company included herein should be considered
only as bearing upon the ability of the Company to meet its obligations under
the Contracts.
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
A. FINANCIAL STATEMENTS
The financial statements of the Separate Account and the Company will be
filed by Amendment.
B. EXHIBITS
1. Resolution of Board of Directors of the Company authorizing the
establishment of the Separate Account.
2. Not Applicable.
3. Form of Principal Underwriters Agreement (to be filed by Amendment).
4. Individual Fixed and Variable Deferred Annuity Contract.
5. Application Form (to be filed by Amendment).
6. (i) Copy of Articles of Incorporation of the Company.
(ii) Copy of the Bylaws of the Company.
7. Not Applicable.
8. Form of Fund Participation Agreements (to be filed by Amendment).
9. Opinion and Consent of Counsel (to be filed by Amendment).
10. Consents of Independent Auditors (to be filed by Amendment).
11. Not Applicable.
12. Not Applicable.
13. Not Applicable.
14. Not Applicable.
15. Company Organizational Chart (to be filed by Amendment).
27. Not Applicable.
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The following are the Executive Officers and Directors of the Company:
Name and Principal Position and Offices
Business Address* with Depositor
- -------------------------- ----------------------------------------------
C. Paul Patsis Chief Executive Officer, President and
Director
James Woodruff Lillie, Jr. Secretary
Scott D. Silverman Director
Kitty S. Kennedy Executive Vice President, Chief Actuary,
Chief Administrative Officer and Director
John H. Lancaster Director, Executive Vice President and Chief
Marketing Officer
Michael J. Prager Director
James P. McDermott Director
R. Andrew Davidson, III Treasurer, Senior Vice President (Investments)
Jo Anna Cotaya Senior Vice President, Commercial Real
Estate Group
Francis G. Miller Senior Vice President, Information Services
Donald M. Woodard Senior Vice President and Controller
Joel S. Kaplan Executive Vice President - Financial & Legal
Development
* The Principal business address for all officers and directors listed above
is III United Plaza, 8545 United Plaza Blvd., Baton Rouge, Louisiana
70809-2264.
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
The Company organizational chart will be filed as Exhibit 15 in an amendment.
ITEM 27. NUMBER OF CONTRACT OWNERS
Not Applicable.
ITEM 28. INDEMNIFICATION
The Bylaws (Article VII) of the Company provide, in part, that:
This company may indemnify any person who was or is a party or is threatened to
be made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (including any action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the company, or is or was serving at the request of the
company as a director, officer, employee or agent of another business, foreign
or non-profit corporation, partnership, joint venture or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with the defense or
settlement of such action and no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless, and only to the extent, that the court shall determine upon
application that, despite the adjudication of liability that in view of all the
circumstances of the case, he is fairly and reasonably entitled to indemnity
plus such expenses which the court shall deem proper. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner in which
he reasonably believed to be in or not opposed to the best interest of the
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted directors and officers or controlling persons of the
Company pursuant to the foregoing, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Not Applicable.
(b) United Variable Services, Inc. is the principal underwriter for the
Contracts. The following persons are the officers and directors of United
Variable Services, Inc. The principal business address for each officer and
director of United Variable Services, Inc. is III United Plaza, 8545 United
Plaza Blvd., Baton Rouge, LA 70809-2264.
Name and Principal Positions and Offices
Business Address with Underwriter
-------------------- --------------------------------------
C. Paul Patsis President, Chief Executive Officer and
Director
Theresa T. Cockerham Director
Mary Lynn Leach Secretary, Treasurer and Director
Joel S. Kaplan Executive Vice President, Financial
and Legal Services
(c) Not Applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Donald M. Woodard, Senior Vice President and Controller, whose address is III
United Plaza, 8545 United Plaza Blvd., Baton Rouge, Louisiana 70809-2264,
maintains physical possession of the accounts, books or documents of the
Separate Account required to be maintained by Section 31(a) of the Investment
Company Act of 1940 and the rules promulgated thereunder.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS
a. Registrant hereby undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more than sixteen
(16) months old for so long as payment under the variable annuity contracts may
be accepted.
b. Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the Prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
postcard or similar written communication affixed to or included in the
Prospectus that the applicant can remove to send for a Statement of Additional
Information.
c. Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statement required to be made available under this
Form promptly upon written or oral request.
d. United Life & Annuity Insurance Company ("Company") hereby represents
that the fees and charges deducted under the Contracts described in the
Prospectus, in the aggregate, are reasonable in relation to the services
rendered, the expenses to be incurred and the risks assumed by the Company.
REPRESENTATIONS
The Company hereby represents that it is relying upon a No-Action Letter
issued to the American Council of Life Insurance dated November 28, 1988
(Commission ref. IP-6-88) and that the following provisions have been complied
with:
1. Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in each registration statement, including the
prospectus, used in connection with the offer of the contract;
2. Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in any sales literature used in connection with
the offer of the contract;
3. Instruct sales representatives who solicit participants to purchase the
contract specifically to bring the redemption restrictions imposed by Section
403(b)(11) to the attention of the potential participants;
4. Obtain from each plan participant who purchases a Section 403(b) annuity
contract, prior to or at the time of such purchase, a signed statement
acknowledging the participant's understanding of (1) the restrictions on
redemption imposed by Section 403(b)(11), and (2) other investment alternatives
available under the employer's Section 403(b) arrangement to which the
participant may elect to transfer his contract value.
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it has caused this Registration Statement to
be signed on its behalf, in the City of Baton Rouge, and State of Louisiana on
this 12th day of December , 1997.
UNITED LIFE & ANNUITY SEPARATE ACCOUNT ONE
------------------------------------------
Registrant
By: UNITED LIFE & ANNUITY INSURANCE COMPANY
---------------------------------------
By: /s/ C. PAUL PATSIS
---------------------------------------
Mr. C. Paul Patsis
President and Chief Executive Officer
UNITED LIFE & ANNUITY INSURANCE COMPANY
---------------------------------------
Depositor
By: /s/ C. PAUL PATSIS
---------------------------------------
Mr. C. Paul Patsis
President and Chief Executive Officer
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
Director, President and
/s/ C. PAUL PATSIS Chief Executive Officer 12/17/97
- --------------------------- --------
C. Paul Patsis
Director, Executive Vice
/s/ KITTY S. KENNEDY President, Chief Administra- 12/18/97
- ------------------------ tive Officer, & Chief Actuary --------
Kitty S. Kennedy
Director, Executive Vice
/s/ JOHN H. LANCASTER President, & Chief Marketing 12/18/97
- --------------------------- Officer --------
John H. Lancaster
/s/ SCOTT D. SILVERMAN Director 12/12/97
- --------------------------- --------
Scott D. Silverman
/s/ JAMES P. MCDERMOTT Director 12/15/97
- --------------------------- --------
James P. McDermott
Treasurer, Chief Investment
/s/ R. ANDREW DAVIDSON, III Officer, Senior Vice 12/11/97
- --------------------------- President --------
R. Andrew Davidson, III
/s/ MICHAEL J. PRAGER Director 12/12/97
- --------------------------- --------
Michael J. Prager
EXHIBITS
TO
FORM N-4
FOR
UNITED LIFE & ANNUITY SEPARATE ACCOUNT ONE
UNITED LIFE & ANNUITY INSURANCE COMPANY
INDEX TO EXHIBITS
ITEM NO. PAGE
EX-99.B1 Resolution of Board of Directors
EX-99.B4 Individual Fixed and Variable Deferred
Annuity Contract
EX-99.B6(i) Copy of Articles of Incorporation
EX-99.B6(ii) Copy of Bylaws of the Company
EXHIBIT 1
RESOLUTION OF BOARD OF DIRECTORS
AUTHORIZING THE ESTABLISHMENT OF THE SEPARATE ACCOUNT
SECRETARY'S CERTIFICATE
I, Sherry E. Anderson, Secretary of United Companies Life Insurance
Company, a Louisiana corporation organized and existing under laws of the State
of Louisiana (the "Corporation"), DO HEREBY CERTIFY that, at a meeting of the
Board of Directors of the Corporation duly held on November 2, 1994 at which a
quorum was present and acting throughout, the following resolutions were
adopted, and such resolutions are in full force and effect:
RESOLVED, that United Companies Life Insurance (the "Company") is hereby
authorized to establish one or more separate accounts in accordance with
state insurance laws and to issue variable and fixed annuity contracts and
variable and fixed life insurance policies with the reserves for such
contracts and policies being segregated in such separate accounts or in the
general accounts of the Company in the manner specified in the said
accounts; and
BE IT FURTHER RESOLVED, that the President of the Company or such other
Executive Officer of the Company as shall be designated by the President is
hereby authorized to designate such separate accounts as may be deemed
necessary or convenient and to register such separate accounts and those
variable and fixed annuity contracts and life insurance policies authorized
hereby under such federal securities laws as are deemed appropriate; and
BE IT FURTHER RESOLVED, that the President of the Company or such other
Executive Officer of the Company as shall be designated by the President is
hereby authorized to invest such sums in any separate account established
hereby as may be deemed necessary or appropriate to comply with
requirements of applicable law; and
BE IT FURTHER RESOLVED, that the President of this Company and such other
Executive Officers of the Company as may be appropriate, are hereby
authorized to do any act necessary or appropriate to carry out the intent
of this resolution.
I DO HEREBY CERTIFY that, as Secretary as aforesaid, I have custody of the
records of the meetings of the Executive Committee of the Board of Directors of
the Corporation; that said resolutions are still in force and effect and are not
in conflict with any of the Articles of Incorporation or By-Laws of the
Corporation and have not been amended, modified or rescinded.
IN WITNESS WHEREOF I have hereunto set my hand and affixed the seal of the
Corporation on the 27th day of March, 1995.
By: /s/ SHERRY E. ANDERSON
---------------------------------
SHERRY E. ANDERSON, Secretary
UNITED LIFE & ANNUITY INSURANCE COMPANY (the "Company"), Baton Rouge, Louisiana,
agrees to provide benefits to the Owner, subject to the provisions set forth in
this Contract and in consideration of Purchase Payments received from the Owner.
RIGHT TO EXAMINE CONTRACT: Within 10 days of the date of receipt of this
Contract by the Owner, it may be returned by delivering or mailing it to United
Life & Annuity Insurance Company, III United Plaza, 8545 United Plaza Boulevard,
Baton Rouge, Louisiana 70809-2264. When the contract is received by the Company,
it will be voided as if it had never been in force. The Company will refund the
greater of Purchase Payments, less withdrawals, or the Owner's Contract Value
computed at the end of the Valuation Period during which this Contract is
received by the Company at Baton Rouge, Louisiana. For the 15 days following the
date this Contract was issued, Purchase Payments may be allocated to a Money
Market Sub-Account except for any portion of your Purchase Payment which you
selected to be allocated to the Fixed Account and/or the Interest Adjustment
Account. At the end of 15 days, the Owner's Contract Value will be allocated to
the Sub-Accounts of the Separate Account, the Fixed Account and the IA Account
in accordance with the election made by the Owner.
THIS IS A LEGAL CONTRACT BETWEEN THE CONTRACT OWNER AND THE COMPANY
READ YOUR CONTRACT CAREFULLY
SECRETARY PRESIDENT
INDIVIDUAL FIXED AND VARIABLE ANNUITY CONTRACT
Nonparticipating
WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS CONTRACT, WHEN BASED
ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT
GUARANTEED AS TO DOLLAR AMOUNT.
UNITED LIFE & ANNUITY INSURANCE COMPANY (the "Company"), Baton Rouge, Louisiana,
agrees to provide benefits to the Owner, subject to the provisions set forth in
this Contract and in consideration of Purchase Payments received from the Owner.
RIGHT TO EXAMINE CONTRACT: Within 20 days of the date of receipt of this
Contract by the Owner, it may be returned by delivering or mailing it to United
Life & Annuity Insurance Company, III United Plaza, 8545 United Plaza Boulevard,
Baton Rouge, Louisiana 70809-2264. When the contract is received by the Company,
it will be voided as if it had never been in force. The Company will refund the
greater of Purchase Payments, less withdrawals, or the Owner's Contract Value
computed at the end of the Valuation Period during which this Contract is
received by the Company at Baton Rouge, Louisiana. For the 25 days following the
date this Contract was issued, Purchase Payments may be allocated to a Money
Market Sub-Account except for any portion of your Purchase Payment which you
selected to be allocated to the Fixed Account and/or the Interest Adjustment
Account. At the end of 25 days, the Owner's Contract Value will be allocated to
the Sub-Accounts of the Separate Account, the Fixed Account and the IA Account
in accordance with the election made by the Owner.
THIS IS A LEGAL CONTRACT BETWEEN THE CONTRACT OWNER AND THE COMPANY
READ YOUR CONTRACT CAREFULLY
SECRETARY PRESIDENT
INDIVIDUAL FIXED AND VARIABLE ANNUITY CONTRACT
Nonparticipating
WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS CONTRACT, WHEN BASED
ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT
GUARANTEED AS TO DOLLAR AMOUNT.
TABLE OF CONTENTS
CONTRACT SCHEDULE.................................................4
DEFINITIONS.......................................................8
PURCHASE PAYMENT PROVISIONS......................................11
PURCHASE PAYMENTS.......................................11
ALLOCATION OF PURCHASE PAYMENTS.........................11
SEPARATE ACCOUNT PROVISIONS......................................11
THE SEPARATE ACCOUNT....................................11
VALUATION OF ASSETS.....................................11
ACCUMULATION UNITS......................................11
ACCUMULATION UNIT VALUE.................................12
MORTALITY AND EXPENSE RISK CHARGE.......................12
ADMINISTRATIVE CHARGE...................................12
DISTRIBUTION EXPENSE CHARGE.............................12
IA ACCOUNT.......................................................13
IA ACCOUNT..............................................13
INTEREST TO BE CREDITED.................................13
GUARANTEE PERIOD........................................13
MULTIPLE GUARANTEE PERIODS..............................13
CHANGE IN GUARANTEE PERIOD..............................13
INTEREST ADJUSTMENT.....................................14
IA ACCOUNT VALUES.......................................14
FIXED ACCOUNT PROVISIONS.........................................14
FIXED ACCOUNT VALUES....................................14
INTEREST TO BE CREDITED.................................15
CONTRACT VALUE................................................. 15
CONTRACT MAINTENANCE CHARGE......................................15
DEDUCTION FOR CONTRACT MAINTENANCE CHARGE...............15
TRANSFERS........................................................15
TRANSFERS PRIOR TO THE ANNUITY DATE.....................15
WITHDRAWAL PROVISIONS............................................16
WITHDRAWALS.............................................16
CONTINGENT DEFERRED SALES CHARGE........................16
PROCEEDS PAYABLE ON DEATH........................................17
DEATH OF OWNER DURING THE ACCUMULATION PERIOD ..............17
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD ........17
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD........17
DEATH OF OWNER DURING THE ANNUITY PERIOD....................17
DEATH OF ANNUITANT..........................................18
PAYMENT OF DEATH BENEFIT....................................18
BENEFICIARY.................................................18
CHANGE OF BENEFICIARY.......................................18
SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION
OWNER, ANNUITANT, ASSIGNMENT PROVISIONS.........................19
OWNER.......................................................19
JOINT OWNER.................................................19
ANNUITANT...................................................19
ASSIGNMENT OF A CONTRACT....................................19
ANNUITY PROVISIONS...............................................20
GENERAL.....................................................20
ANNUITY DATE................................................20
SELECTION OF AN ANNUITY OPTION..............................20
FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS....................20
ANNUITY OPTIONS.............................................20
OPTION A. LIFE ANNUITY...............................20
OPTION B. LIFE ANNUITY WITH PERIODS CERTAIN..........20
OPTION C. JOINT AND SURVIVOR ANNUITY.................21
FIXED ANNUITY...............................................21
MORTALITY TABLES........................................... 21
GENERAL PROVISIONS...............................................21
THE CONTRACT................................................21
MISSTATEMENT OF AGE.........................................21
INCONTESTABILITY............................................21
MODIFICATION................................................22
NON-PARTICIPATING...........................................22
EVIDENCE OF SURVIVAL........................................22
PROOF OF AGE................................................22
PROTECTION OF PROCEEDS......................................22
REPORTS ....................................................22
TAXES.......................................................22
REGULATORY REQUIREMENTS.....................................22
CONTRACT SCHEDULE
HOME OFFICE:
United Life & Annuity Insurance Company
8545 United Plaza Blvd.
P.O. Box 260100
Baton Rouge, LA 70826-0100
CONTRACT OWNER: [DOE DANIEL] CONTRACT DATE: [March 13, 1997]
CONTRACT NUMBER: [8390000001] ANNUITY DATE: [March 13, 2041]
Beneficiary and Annuitant: As named by the Owner at the Issue Date, unless
changes according to the Contract provisions.
PURCHASE PAYMENTS:
INITIAL PURCHASE PAYMENT: [$999,999.00]
MINIMUM SUBSEQUENT PURCHASE PAYMENT: $500 OR $100 for automatic check
option.
MAXIMUM TOTAL PURCHASE PAYMENT: $500,000 without prior company
approval.
ALLOCATION GUIDELINES:
The Owner can select up to 10 investment options, including Sub-Accounts, the
Fixed Account and the Guarantee Periods of the IA Account.
If the Purchase Payments and forms required to issue a Contract are in good
order, the initial Net Purchase Payment will be credited to the Contract Value
within two (2) business days after receipt by the Company. Additional Purchase
Payments will be credited to the Contract Value as of the Valuation Period when
they are received.
Allocation percentages must be in whole numbers. Each allocation must be at
least 5% or $500 (whichever is greater), except for certain plans referenced in
the Purchase Payment definition on page 9. Allocations made pursuant to a
Pre-approved Rebalancing Program are not subject to such limitations.
CONTRACT MAINTENANCE CHARGE:
None
MORTALITY AND EXPENSE RISK CHARGE:
Equal, on an annual basis, to 1.25% of the average daily net asset value of the
Separate Account.
ADMINISTRATION CHARGE:
Equal, on an annual basis, to .15% of the average daily net asset value of the
Separate Account.
DISTRIBUTION EXPENSE CHARGE:
None
TRANSFERS:
NUMBER OF TRANSFERS PERMITTED: No limit during the Accumulation Period.
TRANSFER FEE: The lesser of $25.00 or 2% of the amount transferred. No transfer
fee on the first 12 transfers in a Contract Year. The transfer fee is deducted
from the amount transferred. Transfers made at the end of the Right to Examine
Contract Period by the Company and any transfers made pursuant to a Pre-approved
Dollar Cost Averaging Program or pursuant to a Pre-approved Rebalancing Program
will not be counted in determining the application of the Transfer Fee.
MINIMUM AMOUNT TO BE TRANSFERRED: $250 from any Account or the Owner's entire
interest in any Account, if less. This requirement is waived if the transfer is
pursuant to a Pre-approved Dollar Cost Averaging Program or a Pre-approved
Rebalancing Program.
MINIMUM AMOUNT WHICH MUST REMAIN IN EACH ACCOUNT AFTER A TRANSFER: $500 per
Account or $0, if the entire amount in any Account is transferred.
MAXIMUM AMOUNT WHICH CAN BE TRANSFERRED FROM THE FIXED ACCOUNT TO THE SEPARATE
ACCOUNT DURING THE ACCUMULATION PERIOD: 25% of the Owner's Fixed Account Value
in any one Contract Year and then only at the end of a Guarantee Period. This
requirement is waived if the transfer is pursuant to a Pre-approved Dollar Cost
Averaging Program or a Pre-approved Rebalancing program.
MAXIMUM AMOUNT THAT CAN BE TRANSFERRED FROM ANY GUARANTEE PERIOD IN THE INTEREST
ADJUSTMENT ACCOUNT TO ANY ACCOUNT DURING THE ACCUMULATION PERIOD: 25% of the
Owner's value in the Interest Adjustment Account as of the beginning of the
current Contract Year. If the Effective Date of the Interest Adjustment Account
is after the beginning of the current Contract Year, then the maximum amount
which can be transferred is 25% of the Purchase Payment allocated to the
Interest Adjustment Account.
WITHDRAWALS: A Contingent Deferred Sales Charge is assessed against Purchase
Payments withdrawn. The charge is calculated at the time of each withdrawal and
will be deducted from the Contract Value remaining in the Contract. The
Contingent Deferred Sales Charge is based upon the length of time from receipt
of Purchase Payments to the date of withdrawal. Each Purchase Payment is tracked
as to its date of receipt and withdrawals thereof are determined in accordance
with the following:
NUMBER OF COMPLETE
YEARS SINCE RECEIPT
OF PURCHASE PAYMENTS CHARGE
------------------- ------
0 7.0%
1 6.0%
2 5.0%
3 4.0%
4 3.0%
5 2.0%
6 1.0%
7 or more 0.0%
FREE WITHDRAWAL: On each Contract Anniversary, the Free Withdrawal Amount is
equal to the greater of: (a) the earnings in the Contract or (b) 10% of
remaining Purchase Payments as of the beginning of the current Contract Year. On
other than Contract Anniversaries, the Free Withdrawal Amount is equal to the
Free Withdrawal Amount at the beginning of the Contract Year less amounts
withdrawn without deduction of Contingent Deferred Sales Charges during the
current Contract Year. The Free Withdrawal Amount is not available for a total
surrender.
MINIMUM PARTIAL WITHDRAWAL: $500. This requirement is waived if the partial
withdrawal is pursuant to a Systematic Withdrawal Option.
MINIMUM CONTRACT VALUE WHICH MUST REMAIN IN THE CONTRACT AFTER A PARTIAL
WITHDRAWAL: $2000
MINIMUM CONTRACT VALUE WHICH MUST REMAIN IN ANY ACCOUNT AFTER A PARTIAL
WITHDRAWAL: $500
WAIVER OF CONTINGENT DEFERRED SALES CHARGE: After the first Contract Year, the
Contingent Deferred Sales Charge will not apply if: (a) the Owner, or the older
Owner if the Contract is jointly owned, becomes confined to a Nursing Home for
at least 90 consecutive days; (b) confinement in a Nursing Home is certified by
a physician and is medically necessary; and (c) the request for a full surrender
or a partial withdrawal and adequate proof of confinement, in writing, are
received by the Company, no later than 90 days after discharge from a Nursing
Home.
<TABLE>
<CAPTION>
<S> <C>
ELIGIBLE FUNDS: SUB-ACCOUNTS:
MFS VARIABLE INSURANCE TRUST
MFS Emerging Growth Series MFS Emerging Growth Sub-Account
MFS Total Return Series MFS Total Return Sub-Account
FEDERATED INSURANCE SERIES
Federated High Income Bond Fund II Federated High Income Bond Sub-Account
Federated Utility Fund II Federated Utility Sub-Account
Federated Fund for U.S. Government Federated U.S. Government Securities
Securities II Sub-Account
DREYFUS STOCK INDEX FUND Dreyfus Stock Index Sub-Account
DREYFUS VARIABLE INVESTMENT FUND
Growth and Income Portfolio Dreyfus Growth and Income Sub-Account
SCUDDER VARIABLE LIFE INVESTMENT FUND
Money Market Portfolio Scudder Money Market Sub-Account
International Portfolio, Class A Scudder International Sub-Account
ALGER AMERICAN FUND
Alger American Growth Portfolio Alger American Growth Sub-Account
VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Hard Assets Fund Van Eck Worldwide Hard Assets Sub-Account
</TABLE>
ELIGIBLE FUNDS: As selected by the Owner in the application unless changed
according to the Contract provisions.
SEPARATE ACCOUNT: United Life & Annuity Separate Account One
FIXED ACCOUNT:
INITIAL GUARANTEE PERIOD: 1 Year
INITIAL CURRENT INTEREST RATE: 4.25%
MINIMUM GUARANTEED INTEREST RATE: 3%
CURRENT IA ACCOUNT GUARANTEE PERIOD OPTION:
MINIMUM GUARANTEED INTEREST RATE: 3%
3 Years
5 Years
7 Years
IA ACCOUNT:
NONE
INTEREST ADJUSTMENT FACTOR: The Interest Adjustment Factor is equal to:
[ ( 1 + i ) / ( 1 + j + .004) ] n/12 - 1
Where i = Current Interest Rate credited to the Owner's Contract
Value allocated to a Guarantee Period as of the beginning of
the Guarantee Period.
j = Current Interest Rate then being offered for new Guarantee
Periods with durations equal to the number of years in the
current Guarantee Period.
n = Number of full months remaining in the Guarantee Period.
RIDERS:
DEFINITIONS
ACCOUNT: The Fixed Account, each Guarantee Period of the IA Account and each
Sub-Account.
ACCUMULATION PERIOD: The period prior to the Annuity Date during which Purchase
Payments may be made by the Owner.
ACCUMULATION UNIT: A unit of measure used to determine the value of the Owner's
interest in a Sub-Account of the Separate Account during the Accumulation
Period.
ADJUSTED CONTRACT VALUE: The Contract Value less any applicable Premium Tax and
Contract Maintenance Charge. This amount is applied to the applicable Annuity
Tables to determine Annuity Payments.
AGE: The age of any Owner or Annuitant on his/her last birthday.
ANNUITANT: The natural person on whose life Annuity Payments to the Owner are
based. On or after the Annuity Date, the Annuitant shall also include any Joint
Annuitant.
ANNUITY DATE: The date on which Annuity Payments begin. The Annuity Date is
shown on the Contract Schedule.
ANNUITY OPTIONS: Options available for Annuity Payments.
ANNUITY PAYMENTS: The series of payments made to the Owner or any named payee
after the Annuity Date under the Annuity Option selected.
ANNUITY PERIOD: The period of time beginning with the Annuity Date during which
Annuity Payments are made.
BENEFICIARY: The person(s) or entity(ies) who will receive the death benefit
payable under a Contract.
COMPANY: United Life & Annuity Insurance Company. The office indicated on the
Contract Schedule to which notices, requests, and Purchase Payments must be
sent. All sums payable to the Company and payable by the Company are payable at
the Company's Home Office.
CONTRACT ANNIVERSARY: The anniversary of the Issue Date.
CONTRACT VALUE: The dollar value as of any Valuation Period of all amounts
accumulated in a Contract.
CONTRACT WITHDRAWAL VALUE: The Contract Value less any applicable Premium Tax,
less any Contingent Deferred Sales Charge, less any applicable Contract
Maintenance Charge and plus or minus any Interest Adjustment.
CONTRACT YEAR: The first Contract Year is the annual period which begins on the
Issue Date. Subsequent Contract Years begin on each anniversary of the Issue
Date.
CURRENT INTEREST RATE: The interest rate credited to the Contract Value by the
Company for any given Guarantee Period in the IA Account or Fixed Account. The
Initial Current Interest Rates for the selected Guarantee Periods and for the
Fixed Account and the IA Account are shown on the Contract Schedule.
EFFECTIVE DATE: The Effective Date of a Guarantee Period with a Current Interest
Rate.
ELIGIBLE FUND: An investment entity shown on the Contract Schedule.
FIXED ACCOUNT: An investment option within the General Account.
FIXED ANNUITY: A series of payments made during the Annuity Period which are
guaranteed as to dollar amount by the Company.
GENERAL ACCOUNT: The Company's general investment account which contains all the
assets of the Company with the exception of the Separate Account and other
segregated asset accounts.
GUARANTEE PERIOD: The period for which the Current Interest Rate is credited in
either the IA Account or the Fixed Account. The initial Guarantee Periods
selected by the Owner are shown on the Contract Schedule.
ISSUE DATE: The date a Contract is issued to the Owner(s). The Issue Date is
shown on the Contract Schedule.
INTEREST ADJUSTMENT: An adjustment to the amount withdrawn, transferred or
annuitized from an IA Account prior to the end of the applicable Guarantee
Period. The adjustment reflects the change in the value of the funds withdrawn
or transferred due to the change in the interest rates since the beginning of
the Guarantee Period.
IA ACCOUNT: An investment option where the Company guarantees the rate of
interest for a specified Period and where withdrawals or transfers may be
subject to an Interest Adjustment.
NET PURCHASE PAYMENT: A Purchase Payment less any applicable Premium Tax.
OWNER: A person who owns the Contract.
PORTFOLIO: A segment of an Eligible Fund which constitutes a separate and
distinct class of shares. Portfolios which are available for investment by the
Sub-Accounts under this Contract are shown on the Contract Schedule.
PREMIUM TAX: Any premium taxes incurred to any governmental entity and assessed
against Purchase Payments or the Contract Value.
PURCHASE PAYMENT: A payment made by the Owner with respect to this Contract. The
minimum initial Purchase Payment for Qualified Contracts is $2,000 (except for
IRA's, 403(b)'s and some automatic premium payment plans). The minimum initial
Purchase Payment for Non-Qualified Contracts is $5,000.
SEPARATE ACCOUNT: The Company's Separate Account designated on the Contract
Schedule.
SUB-ACCOUNT: Separate Account assets are divided into Sub-Accounts which are
listed on the Contract Schedule. Assets of each Sub-Account will be invested in
shares of an Eligible Fund or a Portfolio of an Eligible Fund.
VALUATION DATE: Each day on which the Company and the New York Stock Exchange
("NYSE") are open for business.
VALUATION PERIOD: The period of time beginning at the close of business of the
NYSE on each Valuation Date and ending at the close of business for the next
succeeding Valuation Date.
WRITTEN REQUEST: A request in writing, in a form satisfactory to the Company,
which is received by the Company.
PURCHASE PAYMENT PROVISIONS
PURCHASE PAYMENTS: The initial Purchase Payment is due on the Issue Date.
Subject to the maximum and minimum shown on the Contract Schedule, the Owner may
make subsequent Purchase Payments and may increase or decrease or change the
frequency of such payments. The Company reserves the right to reject any
Application or Purchase Payment.
ALLOCATION OF PURCHASE PAYMENTS: Net Purchase Payments are allocated to one or
more of the Fixed Account or the IA Account Guarantee Period options and/or to
one or more Sub-Accounts of the Separate Account in accordance with the
selections made by the Owner. The allocation of the initial Net Purchase Payment
for the Owner is made in accordance with the selection made by the Owner at the
Issue Date. Unless otherwise changed by the Owner, subsequent Net Purchase
Payments are allocated in the same manner as the initial Net Purchase Payment.
Allocation of the Net Purchase Payments is subject to the Allocation Guidelines
shown on the Contract Schedule. The Company has reserved the right to allocate
initial Net Purchase Payments to a Money Market Sub-Account until the expiration
of the Right to Examine Contract period.
SEPARATE ACCOUNT PROVISIONS
THE SEPARATE ACCOUNT: The Separate Account is designated on the Contract
Schedule and consists of assets set aside by the Company, which are kept
separate from that of the general assets and all other separate account assets
of the Company. The assets of the Separate Account equal to reserves and other
liabilities will not be charged with liabilities arising out of any other
business the Company may conduct.
The Separate Account assets are divided into Sub-Accounts. The Sub-Accounts
which are available under this Contract are listed on the Contract Schedule. The
assets of the Sub-Accounts are allocated to the Eligible Fund(s) and the
Portfolio(s), if any, within an Eligible Fund, shown on the Contract Schedule.
The Company may, from time to time, add additional Eligible Fund(s) or
Portfolio(s) to those shown on the Contract Schedule. The Owner may be permitted
to transfer Contract Values or allocate Net Purchase Payments to the additional
Sub-Account(s) within the Separate Account. However, the right to make such
transfers or allocations will be limited by the terms and conditions imposed by
the Company.
Should the shares of any such Eligible Fund(s) or any Portfolio(s) within an
Eligible Fund become unavailable for investment by the Separate Account or the
Company's Board of Directors deems further investment in these shares
inappropriate, the Company may limit further purchase of such shares or
substitute shares of another Eligible Fund or Portfolio for shares already
purchased under this Contract.
VALUATION OF ASSETS: The assets of the Separate Account are valued at their fair
market value in accordance with procedures of the Company.
ACCUMULATION UNITS: Accumulation Units shall be used to account for all amounts
allocated to or withdrawn from the Sub-Accounts of the Separate Account as a
result of Net Purchase Payments, withdrawals, transfers, or fees and charges.
The Company will determine the number of Accumulation Units of a Sub-Account
purchased or canceled. This will be done by dividing the amount allocated to (or
the amount withdrawn from) the Sub-Account by the dollar value of one
Accumulation Unit of the Sub-Account as of the end of the Valuation Period
during which the request for the transaction is received at the Company.
ACCUMULATION UNIT VALUE: The Accumulation Unit Value for each Sub-Account was
arbitrarily set initially at $10. Subsequent Accumulation Unit Values for each
Sub-Account are determined by multiplying the Accumulation Unit Value for the
immediately preceding Valuation Period by the Net Investment Factor for the
Sub-Account for the current period.
The Net Investment Factor for each Sub-Account is determined by dividing A by B
and subtracting C where:
A is (i) the net asset value per share of the Eligible Fund or
Portfolios of an Eligible Fund held by the Sub-Account for the
current Valuation Period; plus
(ii) any dividend or capital gains per share declared on
behalf of such Eligible Fund or Portfolio that has an
ex-dividend date within the current Valuation Period; plus or
minus
(iii) the cumulative per share charge or credit for taxes
reserved which is determined by the Company to have resulted
from the operation or maintenance of the Sub-Account.
B is the net asset value per share of the Eligible Fund or
Portfolio held by the Sub-Account for the immediately
preceding Valuation Period; plus or minus the cumulative per
share charge or credit for taxes reserved for the immediately
preceding Valuation Date.
C is the factor representing the cumulative unpaid charge for
the Mortality and Expense Risk Charge, for the Administrative
Charge, and for the Distribution Expense Charge, if any, which
are shown on the Contract Schedule.
The Accumulation Unit Value may increase or decrease from Valuation Period to
Valuation Period.
MORTALITY AND EXPENSE RISK CHARGE: Each Valuation Period, the Company deducts a
Mortality and Expense Risk Charge from the Separate Account which is equal, on
an annual basis, to the amount shown on the Contract Schedule. The Mortality and
Expense Risk Charge compensates the Company for assuming the mortality and
expense risks under this Contract.
ADMINISTRATIVE CHARGE: Each Valuation Period, the Company deducts an
Administrative Charge from the Separate Account which is equal, on an annual
basis, to the amount shown on the Contract Schedule. The Administrative Charge
compensates the Company for the costs associated with the administration of this
Contract and the Separate Account.
DISTRIBUTION EXPENSE CHARGE: Each Valuation Period, the Company deducts a
Distribution Expense Charge from the Separate Account which is equal, on an
annual basis, to the amount shown on the Contract Schedule. The Distribution
Charge compensates the Company for the costs associated with the distribution of
the Contracts.
IA ACCOUNT
IA ACCOUNT: Net Purchase Payments may be allocated to one or more of the IA
Account Guarantee Period options which are available at the time the Purchase
Payment is made. The initial IA Account Guarantee Period options are shown on
the Contract Schedule. In addition, during the Accumulation Period, Contract
Values can be transferred from the Separate Account and/or the Fixed Account to
one or more of the IA Account Guarantee Period options on the next Contract
Anniversary.
INTEREST TO BE CREDITED: The initial Current Interest Rate for the initial
Guarantee Period of the IA Account is shown on the Contract Schedule. After the
initial Guarantee Period, the Current Interest Rate for any subsequent Guarantee
Period of the IA Account may change. All interest payable under a Contract is
compounded daily at the stated effective annual interest rate. In no event will
the Current Interest Rate be less than the Minimum Guaranteed Interest Rate
specified on the Contract Schedule.
GUARANTEE PERIOD: The initial Guarantee Period is shown on the Contract
Schedule. During the thirty (30) days prior to the end of a Guarantee Period,
the Owner may renew for the same or any other Guarantee Period at the then
Current Interest Rate or may elect to transfer all or a portion of the amount to
the Fixed Account or to the Separate Account. Any transfer elected will be made
as of the last Valuation Date of a current Guarantee Period and will not be
subject to the Interest Adjustment.
If the Owner does not specify a Guarantee Period at the time of renewal, the
Company will select the same Guarantee Period as has just expired, so long as
such Guarantee Period does not extend beyond the latest Annuity Date that can be
selected by the Owner. If such Guarantee Period does extend beyond the latest
Annuity Date, the Company will choose the longest period that will not extend
beyond such date. If a renewal occurs within one year of the latest Annuity
Date, the Company will choose the 1-year Fixed Account option and will credit
interest up to the Annuity Date at the Current Interest Rate for the one year
Guarantee Period as of the renewal date.
MULTIPLE GUARANTEE PERIODS: The Owner may elect one or more Guarantee Periods
subject to the Company's underwriting rules. Multiple Guarantee Periods are
treated separately for purposes of applying the Interest Adjustment. The Company
reserves the right to credit different Current Interest Rates to the Contract
Value attributable:
1. to different Guarantee Periods; and
2. to Guarantee Periods of the same duration with different Effective
Dates.
CHANGE IN GUARANTEE PERIOD: The Owner may upon Written Request change to any
Guarantee Period then being offered by the Company with respect to contracts of
this type and class. The Interest Adjustment will apply to a change made at any
time other than at the end of a Guarantee Period. The Interest Adjustment will
not apply to a change made at the end of a Guarantee Period if written request
is received by the Company within thirty (30) days prior to the end of the
Guarantee Period.
INTEREST ADJUSTMENT: Except on the latest Annuity Date, any amount withdrawn,
transferred or annuitized prior to the end of that Guarantee Period may be
subject to an Interest Adjustment. The Interest Adjustment will be calculated by
using the formula which provides you with the larger value. The formulas are
calculated by: (a) multiplying the amount withdrawn, transferred or annuitized
by the Interest Adjustment Factor shown below or by (b) accumulating the amount
of Purchase Payment withdrawn, transferred or annuitized at an effective annual
interest rate of three percent (3%). Both (a) and (b) will be adjusted for any
applicable Contingent Deferred Sales Charges and any prior deductions for
withdrawals or taxes.
There will be no Interest Adjustment on withdrawals from the IA Account in the
following situations: (1) death benefit paid under the Contract; (2) amounts
withdrawn to pay fees or charges; (3) amounts withdrawn or transferred from the
IA Account at the end of the Guarantee Period; and (4) amounts withdrawn
pursuant to the Free Withdrawal Provision.
IA ACCOUNT VALUES: The IA Account Value of a Contract at any time is equal to:
1. the Net Purchase Payments allocated to the IA Account; plus
2. the Contract Value transferred to the IA Account; plus
3. interest credited to the Owner's interest in the IA Account; less
4. any prior withdrawals of Contract Value in the IA Account and any
Contingent Deferred Sales Charge; less
5. any Contract Value transferred from the IA Account; less
6. Contract Maintenance Charges or Transfer Fees.
Any subsequent Purchase Payments and transfers to the IA Account will be
allocated to a new Guarantee Period with a new Effective Date.
FIXED ACCOUNT PROVISIONS
FIXED ACCOUNT VALUES: The Fixed Account Value of a Contract at any time is equal
to:
1. the Net Purchase Payments allocated to the Fixed Account; plus
2. the Contract Value transferred to the Fixed Account; plus
3. interest credited to the Owner's interest in the Fixed Account; less
4. any prior withdrawals of the Contract Value in the Fixed Account and any
Contingent Deferred Sales Charge; less
5. any Contract Value transferred from the Fixed Account; less
6. Contract Maintenance Charges or Transfer Fees.
INTEREST TO BE CREDITED: The Company guarantees that the interest to be credited
to the Fixed Account will not be less than the Minimum Guaranteed Interest Rate
shown on the Contract Schedule. The Company may credit additional interest, at
its sole discretion, for any Fixed Account option. The Fixed Account option and
the Initial Current Interest Rate are shown on the Contract Schedule.
CONTRACT VALUE
The Contract Value for any Valuation Period is the sum of the Contract Value in
each of the Sub-Accounts of the Separate Account, the Contract Value in the IA
Account and the Contract Value in the Fixed Account.
The Contract Value in a Sub-Account of the Separate Account is determined by
multiplying the number of Accumulation Units allocated to the Contract for the
Sub-Account by the Accumulation Unit Value.
Withdrawals will result in the cancellation of Accumulation Units in a
Sub-Account or a reduction in the Fixed Account or the IA Account, as
applicable.
CONTRACT MAINTENANCE CHARGE
DEDUCTION FOR CONTRACT MAINTENANCE CHARGE: During the Accumulation Period, on
each Contract Anniversary, the Company deducts a Contract Maintenance Charge
from the Contract Value by reducing the Contract Values in the Fixed Account
and/or the IA Account and by canceling Accumulation Units from each applicable
Sub-Account to reimburse it for expenses relating to maintenance of the
Contract. The Contract Maintenance Charge will be deducted from the Fixed
Account and/or the IA Account and the Sub-Accounts in the Separate Account in
the same proportion that the amount of Contract Value in the Fixed Account
and/or the IA Account and each Sub-Account bears to the total Contract Value.
The Contract Maintenance Charge is shown on the Contract Schedule. During the
Accumulation Period, the Contract Maintenance Charge will be deducted from the
Contract Value on each Contract Anniversary while the Contract is in force. If a
total withdrawal is made on other than a Contract Anniversary, the Contract
Maintenance Charge will be deducted at the time of withdrawal.
TRANSFERS
TRANSFERS PRIOR TO THE ANNUITY DATE: Subject to any limitation imposed by the
Company on the number of transfers during the Accumulation Period shown on the
Contract Schedule, the Owner may, after the expiration of any Right to Examine
Contract Period, transfer all or part of the Contract Value in the Fixed
Account, the IA Account or a Sub-Account by Written Request without the
imposition of any Transfer Fee, if there have been no more than the number of
free transfers as shown on the Contract Schedule for the Contract Year. All
transfers are subject to the following:
1. If more than the number of free transfers, shown on the Contract
Schedule, have been made in a Contract Year, the Company will deduct a Transfer
Fee, shown on the Contract Schedule, for each subsequent transfer permitted. The
Transfer Fee will be deducted from the amount which is transferred.
2. The minimum amount which can be transferred from a Sub-Account is shown
on the Contract Schedule. The minimum amount which must remain in a Sub-Account
is shown on the Contract Schedule. The maximum amount which can be transferred
from the Fixed Account to the Separate Account is shown on the Contract
Schedule. The maximum amount that can be transferred from an IA Account
Guarantee Period to another Account is shown on the Contract Schedule.
3. The Company reserves the right, at any time and without prior notice to
any party, to terminate, suspend or modify the transfer privilege described
above.
If the Owner elects to use this transfer privilege, the Company will not be
liable for transfers made in accordance with the Owner's instructions. All
amounts and Accumulation Units will be determined as of the end of the Valuation
Period during which the request for transfer is received at the Company.
WITHDRAWAL PROVISIONS
WITHDRAWALS: During the Accumulation Period, the Owner may, upon Written
Request, make a total or partial withdrawal of the Contract Withdrawal Value.
Unless the Owner instructs the Company otherwise, a partial withdrawal will be
made from the Separate Account. A partial withdrawal from the Separate Account
will result in the cancellation of Accumulation Units from each applicable
Sub-Account in the ratio that the Owner's interest in the Sub-Account bears to
the total Contract Value in all Sub-Accounts. The Owner must specify by Written
Request in advance which Sub-Account Accumulation Units are to be canceled if
other than the above method is desired.
A partial withdrawal from the Fixed Account or the IA Account is made when there
are multiple Guarantee Periods by a withdrawal first from the one year Fixed
Account and next from the Guarantee Period of the shortest remaining duration
and then from the Guarantee Period with the earliest Effective Date where the
Guarantee Periods are of the same duration. A partial withdrawal is taken first
from the Contract Withdrawal Value for which the Free Withdrawal Provision
applies and then from the Contract Withdrawal Value for which there is no
waiver. A withdrawal from the IA Account may be subject to an Interest
Adjustment.
The Company will pay the amount of any withdrawal within seven (7) days of
receipt of a request in good order unless the Suspension or Deferral of Payments
Provision is in effect.
Each partial withdrawal must be for an amount which is not less than the amount
shown on the Contract Schedule. The minimum Contract Value which must remain in
the Contract after a partial withdrawal is shown on the Contract Schedule. The
minimum Contract Value which must remain in an Account after a partial
withdrawal is shown on the Contract Schedule.
CONTINGENT DEFERRED SALES CHARGE: Upon a withdrawal of the Contract Withdrawal
Value, a Contingent Deferred Sales Charge as set forth on the Contract Schedule
may be assessed. The Contingent Deferred Sales Charge may be waived as set forth
on the Contract Schedule under "Free Withdrawal" and "Waiver of Contingent
Deferred Sales Charge."
PROCEEDS PAYABLE ON DEATH
DEATH OF OWNER DURING THE ACCUMULATION PERIOD: Upon the death of the Owner, or
Joint Owner, prior to the Annuity Date, the death benefit will be paid to the
Beneficiary(ies) designated by the Owner. Upon the death of a Joint Owner, the
surviving Joint Owner, if any, will be treated as the Primary Beneficiary. Any
other Beneficiary designation on record at the time of death will be treated as
a Contingent Beneficiary.
A Beneficiary may request that the death benefit be paid under one of the Death
Benefit Options below. If the Beneficiary is the spouse of the Owner, he or she
may elect to continue the Contract at the then current Contract Value in his or
her own name and exercise all the Owner's rights under the Contract.
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD: The death benefit will be:
the greater of (i) the Purchase Payments, less any withdrawals and related
Contingent Deferred Sales Charges; or (ii) the Contract Value determined as of
the end of the Valuation Period during which the Company receives both due proof
of death and an election for the payment method.
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD: A non-spousal Beneficiary
must elect the death benefit to be paid under one of the following options in
the event of the death of the Owner during the Accumulation Period:
Option 1 - lump sum payment of the death benefit; or
Option 2 - the payment of the entire death benefit within five (5) years of
the date of death of the Owner; or
Option 3 - payment of the death benefit under an Annuity Option over the
lifetime of the Beneficiary or over a period not extending beyond the life
expectancy of the Beneficiary with distribution beginning within one year
of the date of death of the Owner or any Joint Owner.
Any portion of the death benefit not applied under Option 3 within one (1) year
of the date of the Owner's death must be distributed within five (5) years of
the date of death.
A spousal Beneficiary may elect to continue the Contract in his or her own name
at the then current Contract Value, elect a lump sum payment of the death
benefit, or apply the death benefit to the Annuity Option.
If a lump sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election, unless the Suspension or
Deferral of Payments Provision is in effect.
Payment to the Beneficiary, other than in a single sum, may only be elected
during the 60-day period beginning with the date of receipt of proof of death.
DEATH OF OWNER DURING THE ANNUITY PERIOD: If the Owner, or a Joint Owner, who is
not the Annuitant, dies during the Annuity Period, any remaining payments under
the Annuity Option elected will continue at least as rapidly as under the method
of distribution in effect at such Owner's death. Upon the death of the Owner
during the Annuity Period, the Beneficiary becomes the Owner.
DEATH OF ANNUITANT: Upon the death of an Annuitant, who is not the Owner, during
the Accumulation Period, the Owner may designate a new Annuitant, subject to the
Company's underwriting rules then in effect. If no designation is made within
thirty (30) days of the death of the Annuitant, the Owner will become the
Annuitant. If the Owner is a non-natural person, the death of the Annuitant will
be treated as the death of the Owner and a new Annuitant may not be designated.
Upon the death of the Annuitant during the Annuity Period, the death benefit, if
any, will be as specified in the Annuity Option elected. Death benefits will be
paid at least as rapidly as under the method of distribution in effect at the
Annuitant's death.
PAYMENT OF DEATH BENEFIT: The Company will require due proof of death before any
death benefit is paid. Due proof of death will be:
1. a certified death certificate;
2. a certified decree of a court of competent jurisdiction as to the finding
of death; or
3. any other proof satisfactory to the Company.
All death benefits will be paid in accordance with applicable law or regulations
governing death benefit payments.
BENEFICIARY: The Beneficiary designation in effect on the Issue Date will remain
in effect until changed. The Beneficiary is entitled to receive the benefits to
be paid at the death of the Owner.
Unless the Owner provides otherwise, the death benefit will be paid in equal
shares to the survivor(s) as follows:
1. to the Primary Beneficiary(ies) who survive the Owner's and/or the
Annuitant's death, as applicable; or if there are none
2. to the Contingent Beneficiary(ies) who survive the Owner's and/or the
Annuitant's death, as applicable; or if there are none
3. to the estate of the Owner.
CHANGE OF BENEFICIARY: Subject to the rights of any irrevocable
Beneficiary(ies), the Owner may change the Primary Beneficiary(ies) or
Contingent Beneficiary(ies). A change may be made by Written Request. The change
will take effect as of the date the Written Request is signed. The Company will
not be liable for any payment made or action taken before it records the change.
SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION
The Company reserves the right to suspend or postpone payments from the Separate
Account for a withdrawal or transfer for any period when:
1. the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
2. trading on the New York Stock Exchange is restricted;
3. an emergency exists as a result of which disposal of securities held in the
Separate Account is not reasonably practicable or if it is not reasonably
practicable to determine the value of the Separate Account's net assets; or
4. during any other period when the Securities and Exchange Commission, by
order, so permits for the protection of Owners;
provided that applicable rules and regulations of the Securities and Exchange
Commission will govern as to whether the conditions described in (2) and (3)
exist.
The Company further reserves the right to postpone payments from the Fixed
Account and the IA Account for the period permitted by law but not more than six
(6) months.
OWNER, ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS
OWNER: The Owner has all interest and right to amounts held in his or her
Contract. The Owner is the person designated as such on the Issue Date, unless
changed.
The Owner may change owners of the Contract at any time prior to the Annuity
Date by Written Request. A change of Owner will automatically revoke any prior
designation of Owner. The change will become effective as of the date the
Written Request is signed. A new designation of Owner will not apply to any
payment made or action taken by the Company prior to the time it was received.
JOINT OWNER: A Contract may be owned by Joint Owners. If Joint Owners are named,
any Joint Owner must be the spouse of the other Owner. Upon the death of either
Owner, the surviving spouse will be the Primary Beneficiary. Any other
Beneficiary designation will be treated as a Contingent Beneficiary unless
otherwise indicated in a Written Request.
ANNUITANT: The Annuitant is the person on whose life Annuity Payments are based.
The Annuitant is the person designated by the Owner at the Issue Date, unless
changed prior to the Annuity Date. The Annuitant may not be changed after the
Annuity Date nor in a Contract which is owned by a non-natural person. Any
change of Annuitant is subject to the Company's underwriting rules then in
effect.
ASSIGNMENT OF A CONTRACT: A Written Request specifying the terms of an
assignment of a Contract must be provided to the Company. Until the Written
Request is received, the Company will not be required to take notice of or be
responsible for any transfer of interest in the Contract by assignment,
agreement, or otherwise.
The Company will not be responsible for the validity or tax consequences of any
assignment. Any assignment made after the death benefit has become payable will
be valid only with Company consent.
If the Contract is assigned, the Owner's rights may only be exercised with the
consent of the assignee of record.
ANNUITY PROVISIONS
GENERAL: On the Annuity Date, the Adjusted Contract Value will be applied under
the Annuity Option selected by the Owner. Annuity Payments will be made on a
fixed basis only.
ANNUITY DATE: The Annuity Date is selected by the Owner at the Issue Date. The
Annuity Date must be at least three (3) years after the Issue Date. The Annuity
Date may not be later than when the Annuitant reaches attained age 85 or 10
years after the Issue Date for issue ages after age 75.
Prior to the Annuity Date, the Owner, subject to the above, may change the
Annuity Date by Written Request. Any change must be requested at least thirty
(30) days prior to the new Annuity Date.
SELECTION OF AN ANNUITY OPTION: An Annuity Option may be selected by Written
Request of the Owner. If no Annuity Option is selected, Option B with 120
monthly payments guaranteed will automatically be applied. Prior to the Annuity
Date, the Owner can change the Annuity Option selected by Written Request. Any
change must be requested at least thirty (30) days prior to the Annuity Date.
FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS: Annuity Payments are paid in monthly
installments. The Adjusted Contract Value is applied to the Annuity Table for
the Annuity Option selected. If the Adjusted Contract Value to be applied under
an Annuity Option is less than $2,000, the Company reserves the right to make a
lump sum payment in lieu of Annuity Payments. If the Annuity Payment would be or
become less than $200, the Company reserves the right to reduce the frequency of
payments to an interval which will result in each payment being at least $200.
ANNUITY OPTIONS: The following Annuity Options or any other annuity option
acceptable to the Company may be selected:
OPTION A. LIFE ANNUITY: Monthly Annuity Payments during the life of the
Annuitant.
OPTION B. LIFE ANNUITY WITH PERIODS CERTAIN OF 60, 120, 180 OR 240 MONTHS:
Monthly Annuity Payments during the lifetime of the Annuitant and in any event
for sixty (60), one hundred twenty (120), one hundred eighty (180) or two
hundred forty (240) months certain as selected.
OPTION C. JOINT AND SURVIVOR ANNUITY: Monthly Annuity Payments payable during
the joint lifetime of the Annuitant and a Joint Annuitant and then during the
lifetime of the survivor.
FIXED ANNUITY: The Adjusted Contract Value is allocated to the General Account
and the Annuity is paid as a Fixed Annuity. Unless the Owner specifies
otherwise, the payee of the Annuity Payments shall be the Owner.
The Adjusted Contract Value will be applied to the applicable Annuity Table
contained in the Contract based upon the Annuity Option selected by the Owner.
The amount of the first payment for each $1,000 of Adjusted Contract Value is
shown in the Annuity Tables. If, as of the Annuity Date, the current Annuity
Option rates applicable to this class of contracts provide an initial Annuity
Payment greater than that guaranteed under the same Annuity Option under this
Contract, the greater payment will be made.
The dollar amount of each Fixed Annuity Payment shall be determined in
accordance with Annuity Tables contained in this Contract which are based on the
minimum guaranteed interest rate of 3% per year.
MORTALITY TABLES: The Annuity Tables contained in the Contract utilize a minimum
guaranteed rate of 3% per year for the determination of the monthly Fixed
Annuity Payment.
The mortality table used in determining the Annuity Purchase Rates for Option A,
B, and C is the 1983 Individual Annuity Mortality Table A with Projection Scale
G.
The dollar amount of an Annuity Payment for any Age or combination of Ages not
shown in the Tables or for any other form of Annuity Option agreed to by the
Company will be provided by the Company upon request.
GENERAL PROVISIONS
THE CONTRACT: The entire Contract consists of this Contract, the Application, if
any, and any riders or endorsements attached to this Contract.
This Contract may be changed or altered only by the President or Vice President
and the Secretary of the Company. A change or alteration must be made in
writing.
MISSTATEMENT OF AGE: If the Age of any Annuitant has been misstated, any Annuity
benefits payable will be the Annuity benefits provided by the correct Age. After
Annuity Payments have begun, any underpayments will be made up in one sum with
the next Annuity Payment. Any overpayments will be deducted from future Annuity
Payments until the total is repaid.
INCONTESTABILITY: A Contract will not be contestable after it has been in force
for a period of two (2) years from the Issue Date.
MODIFICATION: This Contract may be modified in order to maintain compliance with
applicable state and federal law.
NON-PARTICIPATING: This Contract will not share in any distribution of
dividends.
EVIDENCE OF SURVIVAL: The Company may require satisfactory evidence of the
continued survival of any person(s) on whose life Annuity Payments are based.
PROOF OF AGE: The Company may require evidence of Age of any Annuitant or Owner.
PROTECTION OF PROCEEDS: To the extent permitted by law, death benefits and
Annuity Payments shall be free from legal process and the claim of any creditor
if the person is entitled to them under any Contract. No payment and no amount
under any Contract can be taken or assigned in advance of its payment date
unless the Company receives the Owner's written consent.
REPORTS: At least once each calendar year, the Company will furnish the Owner
with a report showing the Contract Value and any other information as may be
required by law. Reports will be sent to the last known address of the Owner.
TAXES: Any taxes paid to any governmental entity relating to any Contract will
be deducted from the Purchase Payment or Contract Value when incurred. The
Company will, in its sole discretion, determine when taxes have resulted from
the investment experience of the Separate Account, receipt by the Company of the
Purchase Payments, or commencement of Annuity Payments. The Company may, in its
sole discretion, pay taxes when due and deduct that amount from the Contract
Value at a later date. Payment at an earlier date does not waive any right the
Company may have to deduct amounts at a later date. The Company reserves the
right to establish a provision for federal income taxes if it determines, in its
sole discretion, that it will incur a tax as a result of the operation of the
Separate Account. The Company will deduct for any income taxes incurred by it as
a result of the operation of the Separate Account whether or not there was a
provision for taxes and whether or not it was sufficient. The Company will
deduct any withholding taxes required by applicable law.
REGULATORY REQUIREMENTS: All values payable under the Contract will not be less
than the minimum benefits required by the laws and regulations of the states in
which the Contract is delivered.
<TABLE>
<CAPTION>
ANNUITY TABLES
--------------------------------------------------------------------------------------------------------------------------
Life Annuity
--------------------------------------------------------------------------------------------------------------------------
--------------------------------- -------------------------------------------------------------------- -------------------
Without Period Period Certain Installment
Certain 10 years 15 Refund
years 20 years
--------------------------------- -------------------------------------------------------------------- -------------------
---------- ----------- ---------- ----------- ---------- ---------- ----------- ---------- ----------- ---------- --------
Age Male Female Male Female Male Female Male Female Male Female
----------- ---------- ---------- ----------- ---------- ----------- ---------- ----------- -------------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
*5 2.79 2.73 2.79 2.73 2.79 2.73 2.79 2.73 2.78 2.73
6 2.80 2.74 2.80 2.74 2.80 2.74 2.80 2.74 2.79 2.73
7 2.81 2.75 2.81 2.75 2.81 2.75 2.81 2.75 2.80 2.74
8 2.82 2.76 2.82 2.76 2.82 2.76 2.82 2.75 2.81 2.75
9 2.83 2.77 2.83 2.77 2.83 2.76 2.83 2.76 2.82 2.76
10 2.85 2.78 2.84 2.77 2.84 2.77 2.84 2.77 2.84 2.77
11 2.86 2.79 2.86 2.79 2.86 2.78 2.85 2.78 2.85 2.78
12 2.87 2.80 2.87 2.80 2.87 2.79 2.86 2.79 2.86 2.79
13 2.88 2.81 2.88 2.81 2.88 2.81 2.88 2.80 2.87 2.80
14 2.90 2.82 2.90 2.82 2.89 2.82 2.89 2.82 2.88 2.81
15 2.91 2.83 2.91 2.83 2.91 2.83 2.91 2.83 2.90 2.82
16 2.93 2.84 2.92 2.84 2.92 2.84 2.92 2.84 2.91 2.84
17 2.94 2.85 2.94 2.85 2.94 2.85 2.93 2.85 2.93 2.85
18 2.96 2.87 2.96 2.87 2.95 2.87 2.95 2.86 2.94 2.86
19 2.97 2.88 2.97 2.88 2.97 2.88 2.97 2.88 2.96 2.87
20 2.99 2.90 2.99 2.89 2.99 2.89 2.98 2.89 2.98 2.89
21 3.01 2.91 3.01 2.91 3.00 2.91 3.00 2.91 2.99 2.90
22 3.03 2.93 3.03 2.92 3.02 2.92 3.02 2.92 3.01 2.92
23 3.05 2.94 3.04 2.94 3.04 2.94 3.04 2.94 3.03 2.93
24 3.07 2.96 3.06 2.96 3.06 2.95 3.06 2.95 3.05 2.95
25 3.09 2.97 3.08 2.97 3.08 2.97 3.08 2.97 3.07 2.96
26 3.11 2.99 3.11 2.99 3.10 2.99 3.10 2.99 3.09 2.98
27 3.13 3.01 3.13 3.01 3.13 3.01 3.12 3.00 3.11 3.00
28 3.16 3.03 3.15 3.03 3.15 3.03 3.14 3.02 3.13 3.02
29 3.18 3.05 3.18 3.05 3.17 3.05 3.17 3.04 3.16 3.04
30 3.21 3.07 3.20 3.07 3.20 3.07 3.19 3.06 3.18 3.06
31 3.23 3.09 3.23 3.09 3.22 3.09 3.22 3.08 3.20 3.08
32 3.26 3.11 3.26 3.11 3.25 3.11 3.24 3.11 3.23 3.10
33 3.29 3.14 3.29 3.14 3.28 3.13 3.27 3.13 3.25 3.12
34 3.32 3.16 3.32 3.16 3.31 3.16 3.30 3.15 3.29 3.14
35 3.35 3.19 3.35 3.19 3.34 3.18 3.33 3.18 3.31 3.17
36 3.39 3.21 3.38 3.21 3.38 3.21 3.36 3.20 3.34 3.19
37 3.42 3.24 3.42 3.24 3.41 3.24 3.40 3.23 3.37 3.22
38 3.46 3.27 3.46 3.27 3.45 3.27 3.43 3.26 3.41 3.25
39 3.50 3.30 3.49 3.30 3.48 3.30 3.47 3.29 3.45 3.28
40 3.54 3.34 3.54 3.33 3.52 3.33 3.50 3.32 3.48 3.31
41 3.59 3.37 3.58 3.37 3.56 3.36 3.54 3.35 3.52 3.34
42 3.63 3.41 3.62 3.40 3.61 3.40 3.58 3.38 3.56 3.37
43 3.68 3.44 3.67 3.44 3.65 3.43 3.62 3.42 3.60 3.41
44 3.73 3.48 3.72 3.48 3.70 3.47 3.66 3.46 3.64 3.44
45 3.78 3.52 3.77 3.52 3.74 3.51 3.71 3.49 3.68 3.48
46 3.84 3.57 3.82 3.56 3.79 3.55 3.75 3.53 3.73 3.51
47 3.90 3.61 3.87 3.60 3.84 3.59 3.80 3.57 3.78 3.56
48 3.96 3.66 3.93 3.65 3.90 3.64 3.85 3.62 3.83 3.60
49 4.02 3.71 3.99 3.70 3.96 3.68 3.90 3.66 3.89 3.64
50 4.08 3.76 4.05 3.75 4.01 3.73 3.96 3.71 3.94 3.69
51 4.15 3.82 4.12 3.80 4.08 3.79 4.01 3.76 3.99 3.74
52 4.23 3.88 4.19 3.86 4.14 3.84 4.07 3.81 4.06 3.79
53 4.30 3.94 4.26 3.92 4.21 3.90 4.12 3.86 4.11 3.84
54 4.39 4.00 4.34 3.98 4.28 3.96 4.18 3.91 4.18 3.90
55 4.47 4.07 4.42 4.05 4.35 4.02 4.24 3.97 4.25 3.96
56 4.56 4.14 4.50 4.12 4.42 4.08 4.31 4.03 4.32 4.01
57 4.66 4.22 4.59 4.19 4.50 4.15 4.37 4.09 4.40 4.08
58 4.76 4.30 4.68 4.27 4.58 4.22 4.43 4.15 4.48 4.15
59 4.87 4.39 4.78 4.35 4.67 4.30 4.50 4.22 4.56 4.22
60 4.98 4.48 4.89 4.44 4.76 4.38 4.56 4.28 4.65 4.29
61 5.11 4.57 5.00 4.53 4.85 4.46 4.63 4.35 4.74 4.38
62 5.24 4.68 5.11 4.62 4.94 4.54 4.70 4.42 4.84 4.46
63 5.38 4.79 5.23 4.72 5.04 4.63 4.76 4.49 4.94 4.54
64 5.53 4.90 5.36 4.83 5.13 4.73 4.83 4.56 5.05 4.64
65 5.69 5.03 5.49 4.94 5.23 4.82 4.89 4.64 5.16 4.74
66 5.87 5.16 5.63 5.06 5.33 4.92 4.95 4.71 5.27 4.84
67 6.05 5.31 5.78 5.19 5.44 5.03 5.01 4.78 5.41 4.95
68 6.25 5.46 5.93 5.32 5.54 5.13 5.07 4.85 5.53 5.06
69 6.46 5.62 6.08 5.46 5.64 5.24 5.12 4.92 5.67 5.18
70 6.68 5.80 6.24 5.61 5.74 5.35 5.17 4.99 5.81 5.31
71 6.92 5.99 6.40 5.77 5.84 5.47 5.22 5.06 5.96 5.45
72 7.17 6.20 6.57 5.93 5.94 5.58 5.26 5.12 6.12 5.59
73 7.44 6.42 6.74 6.11 6.03 5.70 5.30 5.17 6.29 5.74
74 7.73 6.66 6.92 6.28 6.12 5.81 5.34 5.23 6.47 5.91
75 8.04 6.93 7.09 6.47 6.21 5.92 5.37 5.27 6.65 6.07
76 8.37 7.21 7.27 6.66 6.29 6.03 5.40 5.32 6.85 6.26
77 8.72 7.51 7.45 6.86 6.37 6.13 5.42 5.36 7.05 6.45
78 9.10 7.84 7.62 7.06 6.44 6.23 5.44 5.39 7.27 6.65
79 9.51 8.19 7.80 7.26 6.51 6.32 5.46 5.42 7.50 6.88
*80 9.94 8.58 7.97 7.46 6.56 6.40 5.48 5.44 7.58 7.11
---------- ----------- ---------- ----------- ---------- ---------- ----------- ---------- ----------- ---------- --------
<FN>
* For ages below 5 and over 80, rates will be furnished on request.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Annuity Tables (continued)
--------------------------------------------------------------------------------------------------------------------------
Joint & Survivor Annuity
--------------------------------------------------------------------------------------------------------------------------
Full Payment Continued to Survivor
--------------------------------------------------------------------------------------------------------------------------
----------------- ----------------- --------------------------------------------------------------------------------------
Age of Female
--------------------------------------------------------------------------------------
----------------- ------------------ ----------------- ----------------- -------------
3 3
Age of Years Same Years
Male Younger Age Older
----------------- ----------------- ----------------- ------------------ ----------------- ----------------- -------------
<S> <C> <C> <C>
55 3.49 3.58 3.67
56 3.53 3.63 3.72
57 3.58 3.68 3.78
58 3.63 3.74 3.84
59 3.69 3.80 3.91
60 3.74 3.86 3.98
61 3.80 3.93 4.06
62 3.87 4.00 4.14
63 3.94 4.08 4.22
64 4.01 4.16 4.31
65 4.09 4.25 4.41
66 4.17 4.34 4.52
67 4.26 4.44 4.63
68 4.35 4.55 4.75
69 4.45 4.67 4.88
70 4.56 4.79 5.02
71 4.68 4.92 5.17
72 4.80 5.06 5.33
73 4.93 5.21 5.50
74 5.07 5.38 5.68
75 5.23 5.55 5.88
----------------- ----------------- ----------------- ------------------ ----------------- ----------------- -------------
</TABLE>
FOR FURTHER INFORMATION, OR SHOULD YOU WISH TO DISCUSS A PROBLEM OR COMPLAINT
PLEASE CALL US AT 1-800-825-7568
[GRAPHIC OMITTED]
Baton Rouge, Louisiana
Individual Fixed and Variable Annuity Contract
Non-participating
COPY OF ARTICLES OF INCORPORATION OF THE COMPANY
[CENTERED ON PAGE] STATE OF [ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING
THREE BABY PELICAN IN NEST UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE
THE WORDS: UNION JUSTICE AND CONFIDENCE] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of the Amendment to Article IV of the
Restated Articles of Incorporation dated December 8, 1982 for UNITED COMPANIES
LIFE INSURANCE COMPANY on file in the Commissioner of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office at
the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ Jim Brown
- -------------------------
James H. "Jim" Brown
Commissioner of Insurance
[CENTERED ON PAGE] STATE OF [ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING
THREE BABY PELICAN IN NEST UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE
THE WORDS: UNION JUSTICE AND CONFIDENCE] LOUISIANA
SHERMAN A. BERNARD
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
a certified copy of AMENDMENT TO ARTICLE VI OF THE RESTATED ARTICLES OF
INCORPORATION of the UNITED COMPANIES LIFE INSURANCE COMPANY, an insurance
company organized under the laws of the State of Louisiana, domiciled at Baton
Rouge, Louisiana, Parish of East Baton Rouge, being by act before LEE C.
KANTROW, Notary in and for Parish of East Baton Rouge, State of Louisiana, on
the 7th day of December, 1982, and recorded in Original Book of the Charters of
the Parish of East Baton Rouge, on the 7th day of December, 1982, was filed in
this office at 9:00 A.M. on the 8th day of December, 1982.
Given under my signature, authenticated with the impress of my Seal of office at
the City of Baton Rouge, this 8th day of December, A.D. 1982.
- ------------------------------
Commissioner of Insurance
[Centered on page] STATE OF [to the right of State logo- pelican with wings
out-spread encircling three baby pelicans in nest under her beak. Across front
of nest on a banner are the words: UNION JUSTICE AND CONFIDENCE][to the left of
logo, the word] LOUISIANA
SHERMAN A. BERNARD
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
THE CAPITAL STOCK OF THE UNITED COMPANIES LIFE INSURANCE COMPANY, BATON ROUGE,
LOUISIANA, WAS INCREASED FROM $3,401,056.00 TO $8,401,056.00 IN ACCORDANCE WITH
CHARTER AMENDMENT FILED AND RECORDED IN THIS OFFICE THIS 8TH DAY OF DECEMBER,
1982.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 8th day of December, A.D. 1982.
- -----------------------------
Commissioner of Insurance
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
SHERMAN A. BERNARD
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED ARTICLES OF
INCORPORATION AND ALL AMENDMENTS THERETO OF UNITED COMPANIES LIFE INSURANCE
COMPANY, BATON ROUGE, LOUISIANA, ON FILE IN THIS OFFICE.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 17th day of July, A.D. 1984.
- -------------------------
Commissioner of Insurance
AMENDMENT TO ARTICLE VI OF THE RESTATED
ARTICLES OF INCORPORATION OF
UNITED COMPANIES LIFE INSURANCE COMPANY
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned Notary Public in and for the Parish of East
Baton Rouge, State of Louisiana, duly commissioned and qualified and in the
presence of the undersigned competent witnesses, personally came and appeared:
LLOYD F. COLLETTE Chairman of the Board of Directors and acting for UNITED
COMPANIES LIFE INSURANCE COMPANY, a corporation organized under the laws of the
State of Louisiana, with its registered office in the Parish of East Baton
Rouge, Louisiana; who declare that:
Pursuant to a resolution of the shareholders of the corporation adopted at
a special meeting of the shareholders duly called and held on the 7th day of
December, 1982, at the office of the corporation at Baton Rouge, Louisiana, for
the purpose of adopting the within described amendment to Article VI of the
corporation's Restated Articles of Incorporation, a certified copy of an extract
from the minutes of which meeting is attached hereto, the said Lloyd F. Collette
now appears for the purpose of executing this act of amendment and putting into
authentic form the amendment agreed to by the unanimous vote of all of the
shareholders of the corporation.
Appearer further declared that notice for the calling of the special
meeting for the purpose of adopting this amendment to Article VI of the Restated
Articles of Incorporation and all formalities in connection with the holding of
this meeting were waived in writing by all of the shareholders of this
corporation, that all of the shareholders of this corporation were present at
said meeting, and that by the unanimous vote of said shareholders, it was
resolved that Article VI of the Restated Articles of Incorporation of UNITED
COMPANIES LIFE INSURANCE COMPANY be amended so as to read as follows:
"ARTICLE VI"
The capital stock of this corporation is hereby fixed at the sum of Eight
Million, Four Hundred an d One Thousand, Fifty-six and no/100
($8,401,056.00) Dollars, with a paid-in surplus of not less than Two
Hundred Thousand and no/100 ($200,000.00) Dollars, divided into and
represented by Four Million, Two Hundred Thousand, Five Hundred
Twenty-Eight (4,200,528) shares of stock having a par value of Two ($2.00)
Dollars per share. The stock in this corporation shall be paid in cash."
THUS DONE, READ AND SIGNED in my presence and in the presence of the
undersigned competent witnesses at Baton Rouge, Parish of East Baton Rouge,
State of Louisiana, this 7th day of December, 1982.
WITNESSES: UNITED COMPANIES LIFE INSURANCE COMPANY
signature illegible /s/ LLOYD F. COLLETTE
- ----------------------------- ---------------------------------------
Lloyd F. Collette,
Chairman of the Board
signature illegible
- -----------------------------
/s/LEE C. KANTROW
---------------------------------------
Lee C. Kantrow, Notary Public
[stamp across bottom of the previous page]
APPROVED FOR RECORDATION
Date: December 7, 1982
/s/ illegible signature
Commissioner of Insurance
EXTRACT FROM THE MINUTES OF THE SPECIAL SHAREHOLDERS
MEETING OF UNITED COMPANIES LIFE INSURANCE COMPANY
HELD ON DECEMBER 7, 1982
The following resolutions were duly offered, seconded and unanimously
adopted by the unanimous vote of the holders of all of the outstanding shares of
this corporation, which shares presently total 1,700,528, all of which holders
were present at the meeting.
BE IT RESOLVED,
That Article VI of the Restated Articles of Incorporation of United
Companies Life Insurance Company be amended so as to read as follows:
"ARTICLE VI
The capital stock of this corporation is hereby fixed at the sum of Eight
Million, Four Hundred an d One Thousand, Fifty-six and no/100
($8,401,056.00) Dollars, with a paid-in surplus of not less than Two
Hundred Thousand and no/100 ($200,000.00) Dollars, divided into and
represented by Four Million, Two Hundred Thousand, Five Hundred
Twenty-Eight (4,200,528) shares of stock having a par value of Two ($2.00)
Dollars per share. The stock in this corporation shall be paid in cash."
BE IT FURTHER RESOLVED,
That Lloyd F. Collette, Chairman of the Board, be and he is hereby, fully
authorized and empowered for and on behalf of this corporation to execute a
notarial act of amendment to Article VI of the Restated Articles of
Incorporation, as set forth hereinabove and to take such actions and to execute
or to have executed all such other instruments and documents that he may deem to
be necessary, required or expedient, in order to implement and accomplish such
amendment to Article VI of the Restated Articles of Incorporation, hereby
ratifying and confirming all that said Chairman of the Board has done or may do
in the premises.
[recordation stamp in the right hand margin]
ORIG 971 BDLE 9537
CERTIFICATE 1982 DEC -7-PM 1:30
/S/ Mindy Crawford
I hereby certify that this is a true and correct copy of an extract from
the minutes of a special meeting of the shareholders of United Companies Life
Insurance Company, duly called and held in the office of that corporation in
Baton Rouge, Louisiana, on the 7th day of December, 1982, for the purpose of
adopting an Amendment to Article VI of the Restated Articles of Incorporation;
that notice for the calling of the special meeting and all formalities in
connection with the holding of the this meeting were waived in writing by all of
the shareholders of this corporation and that all of the shareholders were
present at such meeting and voted unanimously in favor of said resolutions.
I further certify that Lloyd F. Collette is the duly elected Chairman of
the Board and Chief Executive Officer of this corporation.
Baton Rouge, Louisiana, this 7th day of December, 1982.
/s/ A. K. McGREW
---------------------------------
A. K. McGrew, Secretary
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of the Amendment to Articles I, III, IV,
VII, & VIII of the Restated Articles of Incorporation dated November 12, 1982
for UNITED COMPANIES LIFE INSURANCE COMPANY on file in the Commissioner of
Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
SHERMAN A. BERNARD
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
a certified copy of AMENDMENT TO ARTICLES I, III, IV, VII & VIII OF THE RESTATED
ARTICLES OF INCORPORATION of the UNITED COMPANIES LIFE INSURANCE COMPANY an
insurance company organized under the laws of the State of Louisiana, domiciled
at BATON ROUGE, Louisiana, Parish of EAST BATON ROUGE, being by act before SUSAN
H. LAPINSKI, Notary in and for Parish of EAST BATON ROUGE, State of Louisiana,
on the 18th day of OCTOBER, 1982, and recorded in Original Book of the CHARTERS
of the Parish of EAST BATON ROUGE, on the 5th day of NOVEMBER, 1982, was filed
in this office at 3:29 P.M. on the 12th day of NOVEMBER, 1982.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 12th day of November, A.D. 1982.
Unsigned
- -------------------------
COMMISSIONER OF INSURANCE
STATE OF LOUISIANA
(504) 342-5349
COMMISSIONER OF INSURANCE
P. O. BOX 44214
Baton Rouge 70804
Sherman A. Bernard
Commissioner November 12, 1982
Mr. Roland C. Kizer, Jr.
Kizer & Kizer
Law Offices
Suite 801, Fidelity National Bank Bldg.
Baton Rouge, Louisiana 70802-5581
Dear Mr. Kizer:
I am enclosing a Certificate of Recordation of Amendment to Articles I,
III, IV, VII & VIII of the Restated Articles of Incorporation of the United
Companies Life Insurance Company, Baton Rouge, Louisiana. Your cancelled check
#6606 in the amount of $10.00 in payment of the above will serve as your
receipt.
By copy of this letter, I am forwarding a certified copy of the document to
the Secretary of State for his files.
Sincerely,
Unsigned
SHERMAN A. BERNARD
COMMISSIONER OF INSURANCE
SAB/cs/03
Enclosure
cc: Hon. James H. Brown
Secretary of State
Baton Rouge, Louisiana
Roland C. Kizer, Jr., Ltd.
(A Law Corporation) Law Offices of Roland C. Kizer
Ralph E. Hood Allen R. Boudreaux
Craig L. Kaster Of Counsel
KIZER & KIZER
Suite 801, Fidelity National Bank Bldg.
Baton Rouge, LA 70802-5581
Telephone (504) 387-3121
November 11, 1982
Mr. John B. Fontenot
Office of General Counsel
Commissioner of Insurance
Post Office Box 44214
Baton Rouge, Louisiana 70804
Re: Articles of United Companies
Our File #2205.143
Dear Mr. Fontenot:
Enclosed herewith are two (2) certified copies of the amended Articles of
Incorporation for United Companies and a check for $10.00 to cover the recording
fees.
Yours very truly,
KIZER AND KIZER
BY: /s/ ROLAND C. KIZER, JR./meh
-----------------------------------
Roland C. Kizer, Jr.
RCKJR/meh
Enclosure
AMENDMENT TO ARTICLE III OF THE RESTATED
ARTICLES OF INCORPORATION OF
UNITED COMPANIES LIFE INSURANCE COMPANY
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned Notary Public in and for the Parish of East
Baton Rouge, State of Louisiana, duly commissioned and qualified and in the
presence of the undersigned competent witnesses, personally came and appeared:
LLOYD F. COLLETTE Chairman of the Board of Directors and acting for UNITED
COMPANIES LIFE INSURANCE COMPANY, a corporation organized under the laws of the
State of Louisiana, with its registered office in the Parish of East Baton
Rouge, Louisiana; who did declare that:
Pursuant to a resolution of the shareholders of the corporation adopted at
a special meeting of the shareholders duly called and held on the 23rd of May,
1978, at the office of the corporation at Baton Rouge, Louisiana, for that
purpose, a certified copy of an extract from the minutes of which meeting is
attached hereto, the said Lloyd F. Collette now appears for the purpose of
executing this act of amendment and putting into authentic form the amendment
agreed to by the unanimous vote of all of the shareholders of the corporation.
Appearer further declared that notice for the calling of the special
meeting for the purpose of adopting this amendment to Article III of the
Restated Articles of Incorporation and all formalities in connection with the
holding of this meeting were waived in writing by all of the stockholders of
this corporation, that all of the stockholders of this corporation were present
at said meeting, and that by the unanimous vote of said stockholders, it was
resolved that Article III of the Restated Articles of Incorporation of UNITED
COMPANIES LIFE INSURANCE COMPANY be amended so as to read as follows:
"ARTICLE III
The duration of the corporation is perpetual."
THUS DONE, READ AND SIGNED in my presence and in the presence of the
undersigned competent witnesses at Baton Rouge, Parish of East Baton Rouge,
State of Louisiana, this 23rd day of May, 1978.
WITNESSES: UNITED COMPANIES LIFE INSURANCE COMPANY
signature illegible By: /s/ LLOYD F. COLLETTE
- ------------------------------------ --------------------------------------
Lloyd F. Collette
Chairman of the Board
signature illegible
- ------------------------------------
/s/ LEE C. KANTROW
---------------------------------------
Lee C. Kantrow, Notary Public
EXTRACT FROM THE MINUTES OF THE SPECIAL STOCKHOLDERS
MEETING OF UNITED COMPANIES LIFE INSURANCE COMPANY
HELD ON MAY 23, 1978
The following resolutions were duly offered, seconded and unanimously
adopted by the unanimous vote of the holders of all of the outstanding stock of
this corporation, totaling 1,700,528 shares, were present at the meeting.
BE IT RESOLVED, that Article III of the Restated Articles of Incorporation
of United Companies Life Insurance Company be amended so as to read as follows:
"ARTICLE III
The duration of the corporation is perpetual."
BE IT FURTHER RESOLVED, that Lloyd F. Collette, Chairman of the Board, be,
and he is hereby, fully authorized and empowered for and on behalf of this
corporation to execute a notarial act of amendment to Article VIII of the
Restated Articles of Incorporation, as set forth hereinabove and to take such
actions and to execute or to have executed all such other instruments and
documents that he may deem to be necessary, required or expedient, in order to
implement and accomplish such amendment to Article III of the Restated Articles
of Incorporation, hereby ratifying and confirming all that said Chairman of the
Board has done or may do in the premises.
CERTIFICATE
I hereby certify that this is a true and correct copy of an extract from
the minutes of a special meeting of the stockholders of United Companies Life
Insurance Company, duly called and held in the office of that corporation in
Baton Rouge, Louisiana, on the 23rd day of May, 1978, for the purpose of
adopting an Amendment to Article III of the Restated Articles of Incorporation;
that notice for the calling of the special meeting and all formalities in
connection with the holding of the this meeting were waived in writing by all of
the stockholders of this corporation and that all of the stockholders were
present at such meeting and voted unanimously in favor of said resolutions.
I further certify that Lloyd F. Collette is the duly elected Chairman of
the Board and Chief Executive Officer of this corporation.
Baton Rouge, Louisiana, this 23rd day of May, 1978.
/s/ A. K. McGREW
-----------------------------------
A. K. McGrew, Secretary
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of the Amendment to the Restated
Articles of Incorporation dated May 31, 1978 for UNITED COMPANIES LIFE INSURANCE
COMPANY on file in the Commissioner of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
SHERMAN A. BERNARD
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
THE ATTACHED IS A TRUE AND CORRECT COPY OF AN AMENDMENT TO THE RESTATED ARTICLES
OF INCORPORATION OF UNITED COMPANIES LIFE INSURANCE COMPANY, BATON ROUGE,
LOUISIANA, FILED AND RECORDED IN THIS OFFICE ON THE 31ST DAY OF MAY, 1978.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 31st day of May, A.D. 1994.
Unsigned
- -------------------------
COMMISSIONER OF INSURANCE
STATE OF LOUISIANA
COMMISSIONER OF INSURANCE
Baton Rouge 70804
Sherman A. Bernard 504/389-5671
Commissioner May 31, 1978 P. O. Box 44214
Capitol Station
Mr. Lee C. Kantrow
Kantrow, Spaht, Weaver & Walter
P. O. Box 2997
Baton Rouge, Louisiana 70821
Dear Mr. Kantrow:
I am enclosing Certificate of Recordation of an Amendment to the Restated
Articles of Incorporation of the United Companies Life Insurance Company
together with fifty certified copies of the document. Receipt in the amount of
$54.00 will be forwarded under separate cover.
By copy of this letter, I am forwarding a certified copy of the document to
the Secretary of State for his files.
Sincerely,
Unsigned
SHERMAN A. BERNARD
COMMISSIONER OF INSURANCE
SAB/ml
encl.
cc: Hon. Paul J. Hardy
Secretary of State
Baton Rouge, Louisiana
KANTROW, SPAHT, WEAVER & WALTER
Byron R. Kantrow Attorneys at Law
Carlos G. Spaht Union Federal Building
Geraldine B. Weaver Post Office Box 2997 AREA CODE 504
Gerald L. Walter, Jr. Baton Rouge, LA 70821 Telephone: 383-4703
Sidney M. Blitzer, Jr.
Paul H. Spaht
Lee C. Kantrow
John C. Miller
Vincent P. Fornias
May 26, 1978
Honorable Sherman A. Bernard
Louisiana Insurance Commission
950 North Fifth
Baton Rouge, Louisiana 70801
Attention: Mr. Richard E. Britson
Dear Mr. Britson:
The Amendment to Article III of the Restated Articles of Incorporation
which was approved by you on May 23, 1978, was recorded on May 25, 1978 in the
office of the Clerk and Recorder for East Baton Rouge Parish, Louisiana, as
Original 405, Bundle 9262. Two duplicate originals of the Act of Amendment duly
certified by the Clerk of Court are enclosed herewith for filing and recordation
in your office and that of the Secretary of State. In addition, we enclose 50
photocopies. Please issue your certificate of amendment and certify the enclosed
copies for us. Our check for $54.00 is enclosed to cover your charges. If
additional funds are required, they will be promptly paid by this office.
We thank you for your assistance and send our warm regards.
Sincerely,
KANTROW, SPAHT, WEAVER & WALTER
By: /s/ LEE C. KANTROW/sbb
Lee C. Kantrow
LCK/sbb
Enclosures
[stamped across top of the page, centered] APPROVED FOR RECORDATION
Date: November 1, 1982
/s/ illegible name & reference initials
- ---------------------------------------
Commissioner of Insurance
AMENDMENT TO ARTICLES I, III, IV, VII & VIII OF THE
RESTATED ARTICLES OF INCORPORATION OF
UNITED COMPANIES LIFE INSURANCE COMPANY
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned Notary Public within and for the Parish of East
Baton Rouge, State of Louisiana, duly commissioned and qualified and in the
presence of the undersigned competent witnesses, personally came and appeared:
LLOYD F. COLLETTE, Chairman of the Board of Directors and acting for United
Companies Life Insurance Company, a corporation organized under the laws of and
doing business in the State of Louisiana, Parish of East Baton Rouge, Louisiana;
who declare that:
Pursuant to a resolution of the stockholders of the corporation adopted at
a special meeting of the stockholders held at 10:00 o'clock a.m. on the 18th day
of October, 1982, duly called for at the office of the corporation at Baton
Rouge, Louisiana, a certified copy of an extract from the minutes of which
meeting is attached hereto, he now appears for the purpose of executing this act
of amendment and putting into authentic form the amendment agreed to by the
favorable vote of more than 2/3 of the stockholders of the corporation.
Appearer further declared that by favorable vote of more than 2/3 of all
the stockholders of the corporation who were present in person or represented by
proxy, at the special meeting held on the above date, it was resolved that
Articles VI of the I, III, IV, VII and VIII of the Restated Articles of
Incorporation of United Companies Life Insurance Company be amended so as to
read as follows:
"ARTICLE I"
The name of this insurance company is United Companies Life Insurance
Company, and its domicile shall be the Parish of East Baton Rouge, State of
Louisiana.
ARTICLE III
This corporation shall exist in perpetuity or otherwise for the maximum
period permitted by law.
KANTROW, SPAHT, WEAVER & WALTER
Byron R. Kantrow Attorneys at Law
Carlos G. Spaht Union Federal Building
Geraldine B. Weaver Post Office Box 2997 AREA CODE 504
Gerald L. Walter, Jr. Baton Rouge, LA 70821 Telephone: 383-4703
Sidney M. Blitzer, Jr.
Paul H. Spaht
Lee C. Kantrow
John C. Miller
Vincent P. Fornias
May 23, 1978
Honorable Sherman A. Bernard
Louisiana Insurance Commission
950 North Fifth
Baton Rouge, Louisiana 70801
Attention: Mr. Richard E. Britson
Dear Mr. Britson:
We enclose herewith the original and four copies of an amendment to the
Restated Articles of Incorporation of United Companies Life Insurance Company.
We will appreciate it if you will review it, and if found to be in order, stamp
your approval on the original and each copy, and return them to us. We will then
have the original recorded in the office of the Clerk and Recorder of this
parish and deliver two certified copies from that office to you.
Your cooperation and assistance is appreciated by us as well as by our
client.
Sincerely,
KANTROW, SPAHT, WEAVER & WALTER
By: /s/ LEE C. KANTROW/sbb
------------------------------------
Lee C. Kantrow
LCK/sbb
Enclosures
ARTICLE IV
The location and post office address of the registered office shall be
determined and set at the convenience and direction of the Board of Directors
which is presently located at 4041 Essen Lane, Baton Rouge, Louisiana, 70809 and
P. O. Box 1591, Baton Rouge, Louisiana, 70821.
ARTICLE VII
(a) All the corporate powers of this corporation shall be vested in and
exercised by a Board of Directors, to be composed of not less than five (5), and
no more than twenty-one (21) stockholders, as may be determined by the Board of
Directors from time to time by resolution; and each Director shall hold office
for one (1) year, or until his successor is duly elected and qualified.
(b) A majority in number of the Directors shall constitute a quorum, and the
majority of those in attendance may transact the business. Now or hereinafter as
provided by law, a Director may vote in person or by proxy.
(c) The general annual meeting of the stockholders of the corporation, at which
the election of the Directors shall take place, shall be held at the registered
office of the corporation, unless otherwise specified by the By-laws, and shall
be held on the date and time set forth in the By-Laws; or on the first business
day thereafter, when such day is set in the By-Laws as a legal holiday.
(d) All such elections shall be held by ballot under such regulations as may be
established by the Board of Directors and shall be conducted at the offices of
the corporation, or as otherwise specified in the By-Laws.
(e) Notice of such elections shall be given by the secretary of this
corporation, by written notice delivered to each stockholder, by depositing same
in the Post Office, addressed to each stockholder at his last known post office
address, at least ten (10) days before each such meeting.
(f) At all such elections and at all corporate meetings, each stockholder shall
be entitled to one (1) vote in person or by written proxy for each share of
stock that stands in his name on the books of the company, not in excess of
limitations provided by law.
(g) Any vacancy occurring among Directors by death, resignation or otherwise
shall be filled by election for the remainder of the term by a majority vote of
the then remaining Directors. The Board of Directors may, by a majority vote,
remove any Director then serving, either with or without cause.
(h) Failure to elect Directors on the date above specified shall neither
dissolve the corporation or impair its corporate management, but the Directors
then in office shall remain in office until their successors are elected and
qualified.
(i) The Board of Directors shall elect from their number a Chairman of the Board
of Directors, a president, one or more vice-presidents, as determined by the
Board, a secretary, and a treasurer. However, the offices of secretary and
treasurer may be combined and may be held by one individual, either or both of
whom may or may not be a member of the Board of Directors; and the Board shall
have the power and authority to determine the seniority of the vice-presidents.
The Board of Directors is further authorized and empowered to elect any number
of nonresident vice-presidents who may or may not be members of the Board or
stockholders of the company.
(j) The Board shall also name as many assistant secretaries and assistant
treasurers as it may deem necessary and proper for the management of the affairs
of the corporation. The offices of assistant secretary and assistant treasurer
may be combined and may be held by one individual. The Board may name, from time
to time, all such other officers, agents, attorneys and committees as it may
deem necessary for the purpose and business of the corporation, and it shall
have power to fix and define the duties of every officer and employee, and all
officers and employees shall hold office and employment at the pleasure of the
Board.
(k) The Board of Directors may make and establish, as well as alter and amend,
any and all bylaws, rules and regulations necessary and proper in its judgment
for conduct, support and management of the business and affairs of the
corporation, or fixing or increasing their own compensation.
ARTICLE VIII
Vacancies on the board of Directors shall be filled by the remainder of the
Board.
The Board of Directors shall have regular meetings and may have special
meetings, and all meetings are to be held and called as provided for in the
bylaws.
THUS DONE AND PASSED, in my office in Baton Rouge, Louisiana, on this 18th
day of October, 1982, in the presence of the undersigned competent witnesses and
me, who have hereunto subscribed their names after due reading of the whole.
WITNESSES:
/s/ MARLENE JOFFRION /s/ LLOYD F. COLLETTE
- ---------------------------- -----------------------------------------
Lloyd F. Collette, Chairman of the Board,
United Companies Life Insurance Company
/s/ ROBERTA DeROSSETT
- ----------------------------
/s/ SUSAN H. LAPINSKI
-----------------------------------------
Notary Public
[illegible recording information stamped across top of page, centered]
ORIG 506 BDL 9532
1982 NOV -5 PM 4:19
/s/ Charlotte A. Keating
- ------------------------
AFFIDAVIT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, Notary, personally came and appeared UNITED COMPANIES FINANCIAL
CORPORATION, herein represented by Lloyd F. Collette, its duly authorized agent
and employee, who after by me first being duly sworn, deposed and stated that:
On behalf of United Companies Financial Corporation, the sole stockholder
of United Companies Life Insurance Company, Appearer hereby waives notice as
required by the Articles of Incorporation or the bylaws of United Companies
Financial Corporation, for the purposes of a meeting called to amend the
Restated Articles of Incorporation of United Companies Life Insurance Company,
held on the 18 day of October, 1982, at Baton Rouge, Louisiana, at 10:00 o'clock
a.m. at the offices of United Companies Life Insurance Company.
Baton Rouge, Louisiana, this 18 day of October, 1982.
UNITED COMPANIES FINANCIAL CORPORATION
By: /s/ LLOYD F. COLLETTE
------------------------------------------
Lloyd F. Collette
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of the Amendment to Article VI of the
Restated Articles of Incorporation dated November 22, 1976 for UNITED COMPANIES
LIFE INSURANCE COMPANY on file in the Commissioner of Insurance office.
Given under my signature, authenticated with the impress of my seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
SHERMAN A. BERNARD
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
a certified copy of AMENDMENT TO ARTICLE VI OF THE RESTATED ARTICLES OF
INCORPORATION of the UNITED COMPANIES LIFE INSURANCE COMPANY an insurance
company organized under the laws of the State of Louisiana, domiciled at BATON
ROUGE, Louisiana, Parish of EAST BATON ROUGE, being by act before BYRON R.
KANTROW, Notary in and for Parish of EAST BATON ROUGE, State of Louisiana, on
the 19th day of NOVEMBER, 1976, and recorded in Original Book of the CHARTERS of
the Parish of EAST BATON ROUGE, on the 19th day of NOVEMBER, 1976, was filed in
this office at 2:10 P.M. on the 22nd day of NOVEMBER, 1976.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 22nd day of November, A.D. 1976.
Unsigned
- -------------------------
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
SHERMAN A. BERNARD
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of an amendment to ARTICLE VI of the
restated articles of incorporation of the UNITED COMPANIES LIFE INSURANCE
COMPANY, Baton Rouge, Louisiana, as filed and recorded in this office on the
22nd day of november, 1976.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 22nd day of November, A.D. 1976.
Unsigned
- -------------------------
COMMISSIONER OF INSURANCE
KANTROW, SPAHT, WEAVER & WALTER
Byron R. Kantrow Attorneys at Law
Carlos G. Spaht Union Federal Building
Geraldine B. Weaver Post Office Box 2997 AREA CODE 504
Gerald L. Walter, Jr. Baton Rouge, LA 70821 Telephone: 383-4703
Sidney M. Blitzer, Jr.
Paul H. Spaht
Lee C. Kantrow
John C. Miller
Vincent P. Fornias
November 22, 1976
Honorable Sherman A. Bernard
Louisiana Insurance Commission
950 North Fifth
Baton Rouge, Louisiana 70801
Attention: Mrs. Mary Robinson
Dear Mrs. Robinson:
The Amendment to Article VI of the Restated Articles of Incorporation which
was approved by you on November 19, 1976, was recorded on the same date in the
office of the Clerk and Recorder for East Baton Rouge Parish, Louisiana, as
Original 515, Bundle 9171. Two duplicate originals of the Act of Amendment duly
certified by the Clerk of Court are enclosed herewith for filing and recordation
in your office and that of the Secretary of State. In addition, we enclose 27
photocopies. Please issue your certificate of amendment and certify the enclosed
copies for us. Our check for $75.00 is enclosed to cover your charges. If
additional funds are required, they will be promptly paid by this office.
We thank you for your assistance and send our warm regards.
Sincerely,
KANTROW, SPAHT, WEAVER & WALTER
By: /s/ BYRON R. KANTROW
------------------------------------
Byron R. Kantrow
BRK/sbb
Enclosures
cc: Mr. Harris Chustz
United Companies Life Insurance Company
KANTROW, SPAHT, WEAVER & WALTER
Byron R. Kantrow Attorneys at Law
Carlos G. Spaht Union Federal Building
Geraldine B. Weaver Post Office Box 2997 AREA CODE 504
Gerald L. Walter, Jr. Baton Rouge, LA 70821 Telephone: 383-4703
Sidney M. Blitzer, Jr.
Paul H. Spaht
Lee C. Kantrow
John C. Miller
Vincent P. Fornias
November 19, 1976
Honorable Sherman A. Bernard
Louisiana Insurance Commission
950 North Fifth
Baton Rouge, Louisiana 70801
Attention: Mrs. Mary Robinson
Dear Mrs. Robinson:
We enclosed herewith the original and four copies of an amendment to the
Restated Articles of Incorporation of United Companies Life Insurance Company.
We will appreciate it if you will review it, and if found to be in order, stamp
your approval on them and return them to us. We will then have the original
recorded in the office of the Clerk and Recorder of this parish and deliver two
certified copies from that office to you.
Your cooperation and assistance is appreciated by us as well as by our
client.
Cordially yours,
KANTROW, SPAHT, WEAVER & WALTER
By: /s/ BYRON R. KANTROW
------------------------------------
Byron R. Kantrow
BRK/sbb
Enclosures
[no letterhead]
November 22, 1976
Mr. Byron R. Kantrow
Kantrow, Spaht, Weaver & Walter
P. O. Box 2997
Baton Rouge, Louisiana 70821
Dear Mr. Kantrow:
I am enclosing Certificate of Recordation of an Amendment to the charter of
United Companies Life Insurance Company together with 27 certified copies of the
document. Receipt in the amount of $75.00 will be forwarded under separate
cover.
By copy of this letter, I am forwarding a certified copy of the document to
the Secretary of State for his files.
Sincerely,
Unsigned
SHERMAN A. BERNARD
COMMISSIONER OF INSURANCE
SAB/ml
encl.
cc: Hon. Paul J. Hardy
Secretary of State
Baton Rouge, Louisiana
*Receipt will be forwarded in the amount of $31.00 with refund check in the
amount of $44.00.
AMENDMENT TO ARTICLE VI OF THE RESTATED
ARTICLES OF INCORPORATION OF
UNITED COMPANIES LIFE INSURANCE COMPANY
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned Notary Public in and for the Parish of East
Baton Rouge, State of Louisiana, duly commissioned and qualified and in the
presence of the undersigned competent witnesses, personally came and appeared:
LLOYD F. COLLETTE Chairman of the Board of Directors and acting for UNITED
COMPANIES LIFE INSURANCE COMPANY, a corporation organized under the laws of the
State of Louisiana, with its registered office in the Parish of East Baton
Rouge, Louisiana; who did declare that:
Pursuant to a resolution of the stockholders of the corporation adopted at
a special meeting of the shareholders duly called and held on the 19th of
November, 1976, at the office of the corporation at Baton Rouge, Louisiana, for
that purpose, a certified copy of an extract from the minutes of which meeting
is attached hereto, the said Lloyd F. Collette now appears for the purpose of
executing this act of amendment and putting into authentic form the amendment
agreed to by the unanimous vote of all of the stockholders of the corporation.
Appearer further declared that notice for the calling of the special
meeting for the purpose of adopting this amendment to Article VI of the Restated
Articles of Incorporation and all formalities in connection with the holding of
this meeting were waived in writing by all of the stockholders of this
corporation, that all of the stockholders of this corporation were present at
said meeting, and that by the unanimous vote of said stockholders, it was
resolved that Article VI of the Restated Articles of Incorporation of UNITED
COMPANIES LIFE INSURANCE COMPANY be amended so as to read as follows:
"ARTICLE VI"
The capital stock of this corporation is hereby fixed at the sum of Three
Million, Four Hundred and One Thousand, Fifty-six and no/100
($3,401,056.00) Dollars, with a paid-in surplus of not less than Two
Hundred Thousand and no/100 ($200,000.00) Dollars, divided into and
represented by One Million, Seven Hundred Thousand, Five Hundred,
Twenty-eight (1,700,528) shares of stock having a par value of Two ($2.00)
Dollars per share. The stock in this corporation shall be paid for in
cash."
[stamped under the description of the Article VI is the following:]
APPROVED FOR RECORDATION
Date: [handwritten] 11/19/76
By: /s/ MARY M. ROBINSON
- ------------------------
THUS DONE, READ AND SIGNED in my presence and in the presence of the
undersigned competent witnesses at Baton Rouge, Parish of East Baton Rouge,
State of Louisiana, this 19th day of November, 1976.
WITNESSES: UNITED COMPANIES LIFE INSURANCE COMPANY
signature illegible By: /s/ LLOYD F. COLLETTE
- -------------------------------- ---------------------------------------
Lloyd F. Collette, Chairman of the Board
signature illegible
- ----------------------------------
/s/ BYRON R. KANTROW
--------------------------------------
Byron R. Kantrow, Notary Public
EXTRACT FROM THE MINUTES OF THE SPECIAL STOCKHOLDERS
MEETING OF UNITED COMPANIES LIFE INSURANCE COMPANY
HELD ON NOVEMBER 19, 1976
The following resolutions were duly offered, seconded and unanimously
adopted by the unanimous vote of the holders of all of the outstanding stock of
this corporation, totaling 1,700,528 shares, present at the meeting.
BE IT RESOLVED,
That Article VI of the Restated Articles of Incorporation of United
Companies Life Insurance Company be amended so as to read as follows:
"ARTICLE VI"
The capital stock of this corporation is hereby fixed at the sum of Three
Million, Four Hundred and One Thousand, Fifty-six and no/100
($3,401,056.00) Dollars, with a paid-in surplus of not less than Two
Hundred Thousand and no/100 ($200,000.00) Dollars, divided into and
represented by One Million, Seven Hundred Thousand, Five Hundred,
Twenty-eight (1,700,528) shares of stock having a par value of Two ($2.00)
Dollars per share. The stock in this corporation shall be paid for in
cash."
BE IT FURTHER RESOLVED,
That Lloyd F. Collette, Chairman of the Board, be, and he is hereby, fully
authorized and empowered for and on behalf of this corporation to execute a
notarial act of amendment to Article VI of the Restated Articles of
Incorporation, as set forth hereinabove and to take such actions and to execute
or to have executed all such other instruments and documents that he may deem to
be necessary, required or expedient, in order to implement and accomplish such
amendment to Article VI of the Restated Articles of Incorporation, hereby
ratifying and confirming all that said Chairman of the Board has done or may do
in the premises.
C E R T I F I C A T E
I hereby certify that this is a true and correct copy of an extract from
the minutes of a special meeting of the stockholders of United Companies Life
Insurance Company, duly called and held in the office of that corporation in
Baton Rouge, Louisiana, on the 19th day of November, 1976, for the purpose of
adopting an Amendment to Article VI of the Restated Articles of Incorporation;
that notice for the calling of the special meeting and all formalities in
connection with the holding of the this meeting were waived in writing by all of
the stockholders of this corporation and that all of the stockholders were
present at such meeting and voted unanimously in favor of said resolutions.
I further certify that Lloyd F. Collette is the duly elected Chairman of
the Board and Chief Executive Officer of this corporation.
Baton Rouge, Louisiana, this 19th day of November, 1976.
/s/ A. K. McGREW
-------------------------------
A. K. McGrew, Secretary
AMENDMENT TO ARTICLE VI OF THE RESTATED
ARTICLES OF INCORPORATION OF
UNITED COMPANIES LIFE INSURANCE COMPANY
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned Notary Public in and for the Parish of East
Baton Rouge, State of Louisiana, duly commissioned and qualified and in the
presence of the undersigned competent witnesses, personally came and appeared:
LLOYD F. COLLETTE Chairman of the Board of Directors and acting for UNITED
COMPANIES LIFE INSURANCE COMPANY, a corporation organized under the laws of the
State of Louisiana, with its registered office in the Parish of East Baton
Rouge, Louisiana; who did declare that:
Pursuant to a resolution of the stockholders of the corporation adopted at
a special meeting of the shareholders duly called and held on the 19th of
November, 1976, at the office of the corporation at Baton Rouge, Louisiana, for
that purpose, a certified copy of an extract from the minutes of which meeting
is attached hereto, the said Lloyd F. Collette now appears for the purpose of
executing this act of amendment and putting into authentic form the amendment
agreed to by the unanimous vote of all of the stockholders of the corporation.
Appearer further declared that notice for the calling of the special
meeting for the purpose of adopting this amendment to Article VI of the Restated
Articles of Incorporation and all formalities in connection with the holding of
this meeting were waived in writing by all of the stockholders of this
corporation, that all of the stockholders of this corporation were present at
said meeting, and that by the unanimous vote of said stockholders, it was
resolved that Article VI of the Restated Articles of Incorporation of UNITED
COMPANIES LIFE INSURANCE COMPANY be amended so as to read as follows:
"ARTICLE VI"
The capital stock of this corporation is hereby fixed at the sum of Three
Million, Four Hundred and One Thousand, Fifty-six and no/100
($3,401,056.00) Dollars, with a paid-in surplus of not less than Two
Hundred Thousand and no/100 ($200,000.00) Dollars, divided into and
represented by One Million, Seven Hundred Thousand, Five Hundred,
Twenty-eight (1,700,528) shares of stock having a par value of Two ($2.00)
Dollars per share. The stock in this corporation shall be paid for in
cash."
[stamped under the description of the Article VI is the following:]
APPROVED FOR RECORDATION
Date: [handwritten] 11/19/76
By: /s/ illegible signature
- ---------------------------
THUS DONE, READ AND SIGNED in my presence and in the presence of the
undersigned competent witnesses at Baton Rouge, Parish of East Baton Rouge,
State of Louisiana, this 19th day of November, 1976.
WITNESSES UNITED COMPANIES LIFE INSURANCE COMPANY
signature illegible By: /s/ LLOYD F. COLLETTE
- ------------------- ---------------------------------------------------
Lloyd F. Collette, Chairman of the Board
signature illegible
- -------------------
/s/ BYRON R. KANTROW
---------------------------------------------------
Byron R. Kantrow, Notary Public
EXTRACT FROM THE MINUTES OF THE SPECIAL STOCKHOLDERS
MEETING OF UNITED COMPANIES LIFE INSURANCE COMPANY
HELD ON NOVEMBER 19, 1976
The following resolutions were duly offered, seconded and unanimously
adopted by the unanimous vote of the holders of all of the outstanding stock of
this corporation, totaling 1,700,528 shares, present at the meeting.
BE IT RESOLVED,
That Article VI of the Restated Articles of Incorporation of United
Companies Life Insurance Company be amended so as to read as follows:
"ARTICLE VI
The capital stock of this corporation is hereby fixed at the sum of Three
Million, Four Hundred and One Thousand, Fifty-six and no/100
($3,401,056.00) Dollars, with a paid-in surplus of not less than Two
Hundred Thousand and no/100 ($200,000.00) Dollars, divided into and
represented by One Million, Seven Hundred Thousand, Five Hundred,
Twenty-eight (1,700,528) shares of stock having a par value of Two ($2.00)
Dollars per share. The stock in this corporation shall be paid for in
cash."
BE IT FURTHER RESOLVED,
That Lloyd F. Collette, Chairman of the Board, be, and he is hereby, fully
authorized and empowered for and on behalf of this corporation to execute a
notarial act of amendment to Article VI of the Restated Articles of
Incorporation, as set forth hereinabove and to take such actions and to execute
or to have executed all such other instruments and documents that he may deem to
be necessary, required or expedient, in order to implement and accomplish such
amendment to Article VI of the Restated Articles of Incorporation, hereby
ratifying and confirming all that said Chairman of the Board has done or may do
in the premises.
C E R T I F I C A T E
I hereby certify that this is a true and correct copy of an extract from
the minutes of a special meeting of the stockholders of United Companies Life
Insurance Company, duly called and held in the office of that corporation in
Baton Rouge, Louisiana, on the 19th day of November, 1976, for the purpose of
adopting an Amendment to Article VI of the Restated Articles of Incorporation;
that notice for the calling of the special meeting and all formalities in
connection with the holding of the this meeting were waived in writing by all of
the stockholders of this corporation and that all of the stockholders were
present at such meeting and voted unanimously in favor of said resolutions.
I further certify that Lloyd F. Collette is the duly elected Chairman of
the Board and Chief Executive Officer of this corporation.
Baton Rouge, Louisiana, this 19th day of November, 1976.
/s/ A. K. McGREW
--------------------------------
A. K. McGrew, Secretary
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of the Amendment to Article VI of the
Restated Articles of Incorporation dated September 30, 1970 for UNITED COMPANIES
LIFE INSURANCE COMPANY on file in the Commissioner of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
DUDLEY A. GUGLIELMO
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE,
OF THE STATE OF LOUISIANA, DO HEREBY CERTIFY THAT
a certified copy of AMENDMENT TO ARTICLE VI OF THE RESTATED ARTICLES OF
INCORPORATION of the UNITED COMPANIES LIFE INSURANCE COMPANY an insurance
company organized under the laws of the State of Louisiana, domiciled at BATON
ROUGE, Louisiana, Parish of EAST BATON ROUGE, being by act before BYRON R.
KANTROW, Notary in and for Parish of EAST BATON ROUGE, State of Louisiana, on
the 30 day of SEPTEMBER, 1970, and recorded in Original Book of the CHARTERS of
the Parish of EAST BATON ROUGE, on the 30th day of SEPTEMBER, 1970, was filed in
this office at 11:30 A.M. on the 30th day of SEPTEMBER, 1970.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 30th day of September, A.D. 1970.
/s/ DUDLEY A. GUGLIELMO
- -------------------------
COMMISSIONER OF INSURANCE
BE IT FURTHER RESOLVED,
That Lloyd F. Collette, Chairman of the Board, be, and he is hereby, fully
authorized and empowered for and on behalf of this corporation to execute an
amendment to Article VI of the Restated Articles of Incorporation to increase
the authorized capital stock of this corporation by the number of shares
required to pay a stock dividend of three (3%) per cent and to take such actions
and to execute or to have executed all such other instruments and documents that
he may deem to be necessary, required or expedient, in order to implement and
carry out the object and purposes set forth in these resolutions, hereby
ratifying and confirming all that said Chairman of the Board has done or may do
in the premises.
CERTIFICATE
I hereby certify that this is a true and correct copy of an extract from
the minutes of the regular annual meeting of the stockholders of United
Companies Life Insurance Company, held in the office of that corporation in the
Parish of East Baton Rouge, State of Louisiana, on the 18th day of May, 1970,
that the adoption of this amendment was included in the call and notice of said
meeting which was duly and properly held on said date and that more than
two-thirds (2/3) of the stockholders were present at such meeting and voted
unanimously in favor of said resolution.
Baton Rouge, Louisiana, this 30th day of September, 1970.
/s/ A. K. McGREW
---------------------------------
A. K. McGrew, Secretary
[lower right-hand side is a recordation stamp.]
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify this to be a true copy of an original instrument filed in this
office at 9:13 o'clock a.m. on the 30th day of Sept. 1970 and duly recorded the
same day in Charter Book of the records of this parish, being Original 52,
Bundle 7402. Given under my hand and seal of office, this 30th day of Sept.,
1970.
[Partial Signature illegible]
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
DUDLEY A. GUGLIELMO
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE,
OF THE STATE OF LOUISIANA, DO HEREBY CERTIFY THAT
the capital stock of the UNITED COMPANIES LIFE INSURANCE COMPANY, domiciled at
Baton Rouge, Louisiana, was increased from $3,340,436.00 tp $3,401,056.00 in
accordance with charter amendment filed and recorded in this office on the 30th
day of September, 1970.
Givenunder my signature, authenticated with the impress of my Seal of office, at
the City of Baton Rouge, this 30th day of September, A.D. 1970.
/s/ DUDLEY A. GUGLIELMO
- -------------------------
COMMISSIONER OF INSURANCE
AMENDMENT TO ARTICLE VI OF THE RESTATED
ARTICLES OF INCORPORATION OF
UNITED COMPANIES LIFE INSURANCE COMPANY
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned Notary Public in and for the Parish of East
Baton Rouge, State of Louisiana, duly commissioned and qualified and in the
presence of the undersigned competent witnesses, personally came and appeared:
LLOYD F. COLLETTE Chairman of the Board of Directors and acting for UNITED
COMPANIES LIFE INSURANCE COMPANY, a corporation organized under the laws of the
State of Louisiana, with its registered office in the Parish of East Baton
Rouge, Louisiana; who did declare that:
Pursuant to a resolution of the stockholders of the corporation adopted at
the regular annual meeting of the shareholders duly called and held on the
[illegible] of May, 1970, at the office of the corporation at Baton Rouge,
Louisiana, for that and other purposes, a certified copy of an extract from the
minutes of which meeting is attached hereto, the said Lloyd F. Collette now
appears for the purpose of executing this act of amendment and putting into
authentic form the amendment agreed to by the favorable vote of more than
two-thirds (2/3rds) of the stockholders of the corporation.
Appearer further declared that the adoption of this amendment was included
in the call and notice of said annual meeting and that by the favorable vote of
more two-thirds (2/3rds) of the stockholders of this corporation, who were
present or represented by proxy at the said annual meeting, held on the above
date, it was resolved that Article VI of the Restated Articles of Incorporation
of UNITED COMPANIES LIFE INSURANCE COMPANY be amended so as to read as follows:
"ARTICLE VI"
The capital stock of this corporation is hereby fixed at the sum of Three
Million, Four Hundred and One Thousand, Fifty-six and no/100
($3,401,056.00) Dollars, with a paid-in surplus of not less than Six
Million, Nine Hundred Fifty-five Thousand, Two Hundred Seventy-Nine and
no/100 ($6,955,279.00) Dollars, divided into and represented by One
Million, Seven Hundred Thousand, Five Hundred, Twenty-eight (1,700,528)
shares of stock having a par value of Two ($2.00) Dollars per share. The
stock in this corporation shall be paid for in cash."
[the following is hand written under the
description of the Article VI is the following:]
APPROVED FOR RECORDATION
Date: 9/illegible/70
By: /s/ illegible signature
- ---------------------------
THUS DONE, READ AND SIGNED in my presence and in the presence of the
undersigned competent witnesses at Baton Rouge, Parish of East Baton Rouge,
State of Louisiana, this 30th day of September, 1970.
WITNESSES: UNITED COMPANIES LIFE INSURANCE COMPANY
signature illegible By: /s/ LLOYD F. COLLETTE
- ------------------- -----------------------------------------
Lloyd F. Collette, Chairman of the Board
signature illegible
- -------------------
/s/ BYRON R. KANTROW
-----------------------------------------
Byron R. Kantrow, Notary Public
EXTRACT FROM THE MINUTES OF THE REGULAR STOCKHOLDERS
MEETING OF UNITED COMPANIES LIFE INSURANCE COMPANY
HELD ON MAY 18, 1970
The following resolutions were duly offered by Alvin G. Mack, seconded by
John Terrell Brown, and adopted by a unanimous vote of the 1,334,030 shares
present or represented at the meeting.
BE IT RESOLVED,
This the recommendations of the Board of Directors of this corporation with
reference to the payment of a three (3%) per cent stock dividend be, and the
same are, hereby adopted and approved by the shareholders of this corporation,
and accordingly:
1. The shareholders hereby approve and authorize payment of a stock
dividend of three (3%) per cent by this corporation on September 30,
1970, to the shareholders of record on September 1, 1970.
2. The shareholders hereby approve and authorize the distribution to the
shareholders of this corporation, as part of the stock dividend, the
9220 remaining shares, which the shareholders authorized to be issued
at the special shareholders meeting on August 4, 1969, in connection
with the company's public offering and exchange offer, which were not
used for the purpose, and hereby approve and authorize an amendment to
Article VI of the Restated Articles of Incorporation of this
corporation to increase the authorized capital stock of United
Companies Life Insurance Company by the additional number of shares
required for the payment and distribution of this stock dividend.
3. The shareholders hereby direct that no fractional shares be
distributed in connection with this stock dividend and that any such
fractional shares issuable to shareholders to be aggregated and sold
on the open market and those shareholders be entitled to such
fractional interests be paid their proportionate part from the
proceeds of such sale.
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE,
OF THE STATE OF LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of the Amendment to Article VI of the
Restated Articles of Incorporation dated February 3, 1970 for UNITED COMPANIES
LIFE INSURANCE COMPANY on file in the Commissioner of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
DUDLEY A. GUGLIELMO
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
a certified copy of AMENDMENT TO ARTICLE VI OF THE RESTATED ARTICLES OF
INCORPORATION OF UNITED COMPANIES LIFE INSURANCE COMPANY, an insurance company
organized under the laws of the State of Louisiana, domiciled at BATON ROUGE,
Louisiana, Parish of EAST BATON ROUGE, being by act before BYRON R. KANTROW,
Notary in and for Parish of EAST BATON ROUGE, State of Louisiana, on the 3rd day
of February, 1970, and recorded in Original Book of the Charters of the Parish
of East Baton Rouge, on the 3rd day of February, 1970, was filed in this office
at 3:15 a.m. on the 3rd day of February, 1970.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 3rd day of February, A.D. 1970.
/s/ DUDLEY A. GUGLIELMO
- -------------------------
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
DUDLEY A. GUGLIELMO
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
the capital stock of the UNITED COMPANIES LIFE INSURANCE COMPANY, domiciled at
Baton Rouge, Louisiana, was increased from $2,597,020.00 to $3,340,436.00 in
accordance with charter amendment filed and recorded in this office this 3rd day
of February, 1970, at 8:25 A.M.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 3rd day of February, A.D. 1970.
/s/ DUDLEY A. GUGLIELMO
- -------------------------
COMMISSIONER OF INSURANCE
AMENDMENT TO ARTICLE VI OF THE RESTATED
ARTICLES OF INCORPORATION OF
UNITED COMPANIES LIFE INSURANCE COMPANY
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned Notary Public in and for the Parish of East
Baton Rouge, State of Louisiana, duly commissioned and qualified and in the
presence of the undersigned competent witnesses, personally came and appeared:
LLOYD F. COLLETTE Chairman of the Board of Directors and acting for UNITED
COMPANIES LIFE INSURANCE COMPANY, a corporation organized under the laws of the
State of Louisiana, with its registered office in the Parish of East Baton
Rouge, Louisiana; who did declare that:
Pursuant to a resolution of the stockholders of the corporation adopted at
a special meeting of the shareholders held on the 4th of August, 1969, duly
called for at the office of the corporation at Baton Rouge, Louisiana, duly
called for that and other purposes, a certified copy of an extract from the
minutes of which special meeting is attached hereto, he now appears for the
purpose of executing this act of amendment and putting into authentic form the
amendment agreed to by the favorable vote of more than two-thirds (2/3rds) of
the stockholders of the corporation.
Appearer further declared that by the favorable vote of more two-thirds
(2/3rds) of all of the stockholders of this corporation, who were present or
represented by proxy at the special meeting, held on the above date, it was
resolved that Article VI of the Restated Articles of Incorporation of UNITED
COMPANIES LIFE INSURANCE COMPANY be amended so as to read as follows:
"ARTICLE VI
The capital stock of this corporation is hereby fixed at the sum of Three
Million, Three Hundred Forty Thousand, Four Hundred Thirty-six and no/100
($3,340,436.00) Dollars, with a paid-in surplus of not less than Six
Million, Nine Hundred Fifty-five Thousand, Two Hundred Seventy-Nine and
no/100 ($6,955,279.00) Dollars, divided into and represented by One
Million, Six Hundred Seventy , Two Hundred Eighteen (1,670,218) shares of
stock having a par value of Two ($2.00) Dollars per share. The stock in
this corporation shall be paid for in cash."
THUS DONE AND SIGNED in my presence and in the presence of the undersigned
competent witnesses at Baton Rouge, Parish of East Baton Rouge, State of
Louisiana, this 3rd day of February, 1970.
WITNESSES: UNITED COMPANIES LIFE INSURANCE COMPANY
signature illegible By: /s/ LLOYD F. COLLETTE
- -------------------------- ---------------------------------------
Lloyd F. Collette
Chairman of the Board
signature illegible
- --------------------------
/s/ BYRON R. KANTROW
--------------------------------
Byron R. Kantrow, Notary Public
EXTRACT FROM THE MINUTES OF THE SPECIAL STOCKHOLDERS
MEETING OF UNITED COMPANIES LIFE INSURANCE COMPANY
HELD ON AUGUST 4, 1969
The following resolutions were duly offered by H. J. CHUSTZ, seconded by
EARL BOYETT, and adopted by a vote of the 522,243 votes "For" and 14 votes
"Against":
BE IT RESOLVED THAT:
The following recommendations of the Board of Directors of United Companies
Life Insurance Company be and the same are hereby adopted and approved by the
shareholders of this corporation, and accordingly:
1. The par value of the capital stock of this corporation is reduced
to $2.00 per share, and the corporation shall effect a
two-for-one stock split, distributing on September 15, 1969, one
(1) share for each share of the capital stock of this corporation
that is outstanding to stockholders of record as of August 15,
1969, and an increase of 649,255 shares of the capital stock of
this corporation for this purpose be authorized;
2. An increase of 50,000 shares of the capital stock of this
corporation be authorized to implement the stock option plan
recommended by the Board of Directors for key employees;
3. An additional 451,490 shares of capital stock of this corporation
be authorized to be used for the acquisition of the outstanding
stock of UNITED NATIONAL LIFE INSURANCE COMPANY OF OHIO in order
to make it a wholly-owned subsidiary and to provide approximately
351,490 shares, or such greater or lesser number of shares from
this increase as the Board of Directors may determine, for public
subscription by a firm underwriting.
BE IT FURTHER RESOLVED THAT:
The authorized number of shares of capital stock of United Companies Life
Insurance Company is increased from 649,255 to 1,800,000 shares, an increase of
1, 150,745 shares, or such portion thereof as may be required in the judgment of
the Board of Directors, to implement and carry out the foregoing purposes.
BE IT FURTHER RESOLVED THAT:
Lloyd F. Collette, Chairman of the Board, be, and he is hereby, fully
authorized and empowered for and on behalf of this corporation to take such
actions and to execute or to have executed all such other instruments and
documents that he may deem to be necessary, required or expedient, in order to
implement and carry out the purposes and the program hereinabove set forth in
this resolution, hereby ratifying and confirming all that said the Chairman of
the Board has done or may do in the premises.
CERTIFICATE
I hereby certify that this is a true and correct copy of an extract from
the minutes of a special meeting of the stockholders of United Companies Life
Insurance Company, held in the office of that corporation in the Parish of East
Baton Rouge, State of Louisiana, on the 4th day of August, 1969, at 9:00 o'clock
A.M.; that the adoption of this amendment was included in the call and notice of
said meeting which was duly and properly held on said date and that more than
two-thirds (2/3rds) of the stockholders were present at such meeting and voted
in favor of said resolution.
Baton Rouge, Louisiana, this 3rd day of February, 1970.
/s/ A. K. McGREW
---------------------------------
A. K. McGrew, Secretary
[ recordation stamp placed center of page
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify this to be a true copy of the an original instrument filed in
this office at 7:51 o'clock a.m. on the 3rd day of Feb., 1970 and duly recorded
the same day in Charter Book 118, Folio 117 of the records of this parish, being
Original 30, Bundle 7231. Given under my hand and seal of office, this 3rd day
of Feb., 1970.
Signature illegible
- -----------------------------
[word illegible] Clerk and Recorder
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
We, the undersigned, constituting more than a majority of the Directors of
United Companies Life Insurance Company do hereby certify that the capital stock
of this corporation has been increased from the sum of $2,597,020.00 Dollars,
divided into and represented by 1,298,510 shares of stock having a par value of
$2.00 per share to $3,340,436.00 Dollars, divided into and represented by
1,670,218 shares of stock having a par value of $2.00 per share. We further
certify that this increase in capital stock was duly authorized and recommended
by the Board of Directors of this Corporation at a meeting which was held on the
11 day of June, 1969 and was duly ratified and confirmed at a special meeting of
the stockholders duly called and held on the 4th day of August, 1969, and that
all of said increase in the capital stock has been duly paid for and new stock
certificates issued as of this date.
Baton Rouge, Louisiana this 3rd day of February, 1970.
illegible signature illegible signature
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illegible signature illegible signature
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illegible signature illegible signature
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illegible signature illegible signature
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SWORN TO AND SUBSCRIBED BEFORE ME, this 3rd day of February, 1970.
Illegible signature
---------------------------------
Notary Public
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of the Amendment to Article VI of the
Restated Articles of Incorporation dated September 22, 1969 for UNITED COMPANIES
LIFE INSURANCE COMPANY on file in the Commissioner of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE, to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
DUDLEY A. GUGLIELMO
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
a certified copy of AMENDMENT TO ARTICLE VI OF THE RESTATED CHARTER OF UNITED
COMPANIES LIFE INSURANCE COMPANY, an insurance company organized under the laws
of the State of Louisiana, domiciled at BATON ROUGE, Louisiana, Parish of EAST
BATON ROUGE, being by act before BYRON R. KANTROW, Notary in and for Parish of
EAST BATON ROUGE, State of Louisiana, on the [copy illegible] day of [copy
illegible] , 1969, and recorded in Original Book of the Charters of the Parish
of East Baton Rouge, on the 22nd day of September , 1969], was filed in this
office at [copy illegible] P.M.. on the 22nd day of September, 1969.
Given under my signature, authenticated with the impress
of my Seal of office, at the City of Baton Rouge,
this 22nd day of September, A.D. 1969.
Signature illegible on copy
---------------------------------
DEPUTY COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
DUDLEY A. GUGLIELMO
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
the capital stock of the UNITED COMPANIES LIFE INSURANCE COMPANY, Baton Rouge,
Louisiana, was increased from $1,623,137.50 to $2,597,020.00 in accordance with
charter amendment filed and recorded in this office this 22nd day of September,
1969.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 22nd day of September, A.D. 1969.
Signature illegible
- --------------------------------
DEPUTY COMMISSIONER OF INSURANCE
EXTRACT FROM THE MINUTES OF THE SPECIAL STOCKHOLDERS
MEETING OF UNITED COMPANIES LIFE INSURANCE COMPANY
HELD ON AUGUST 4, 1969
The following resolutions were duly offered by H. J. CHUSTZ, seconded by
EARL BOYETT, and adopted by a vote of the 522,243 votes "For" and 14 votes
"Against":
BE IT RESOLVED THAT:
The following recommendations of the Board of Directors of United Companies
Life Insurance Company be and the same are hereby adopted and approved by the
shareholders of this corporation, and accordingly:
1. The par value of the capital stock of this corporation is reduced
to $2.00 per share, and the corporation shall effect a
two-for-one stock split, distributing on September 15, 1969, one
(1) share for each share of the capital stock of this corporation
that is outstanding to stockholders of record as of August 15,
1969, and an increase of 649,255 shares of the capital stock of
this corporation for this purpose be authorized;
2. An increase of 50,000 shares of the capital stock of this
corporation be authorized to implement the stock option plan
recommended by the Board of Directors for key employees;
3. An additional 451,490 shares of capital stock of this corporation
be authorized to be used for the acquisition of the outstanding
stock of UNITED NATIONAL LIFE INSURANCE COMPANY OF OHIO in order
to make it a wholly-owned subsidiary and to provide approximately
351,490 shares, or such greater or lesser number of shares from
this increase as the Board of Directors may determine, for public
subscription by a firm underwriting.
BE IT FURTHER RESOLVED THAT:
The authorized number of shares of capital stock of United Companies Life
Insurance Company is increased from 649,255 to 1,800,000 shares, an increase of
1,150,745 shares, or such portion thereof as may be required in the judgment of
the Board of Directors, to implement and carry out the foregoing purposes.
BE IT FURTHER RESOLVED THAT:
Lloyd F. Collette, Chairman of the Board, be, and he is hereby, fully
authorized and empowered for and on behalf of this corporation to take such
actions and to execute or to have executed all such other instruments and
documents that he may deem to be necessary, required or expedient, in order to
implement and carry out the purposes and the program hereinabove set forth in
this resolution, hereby ratifying and confirming all that the said Chairman of
the Board has done or may do in the premises.
CERTIFICATE
I hereby certify that this is a true and correct copy of an extract from
the minutes of a special meeting of the stockholders of United Companies Life
Insurance Company, held in the office of that corporation in the Parish of East
Baton Rouge, State of Louisiana, on the 4th day of August, 1969, at 9:00 o'clock
A.M.; that the adoption of this amendment was included in the call and notice of
said meeting which was duly and properly held on said date and that more than
two-thirds (2/3rds) of the stockholders were present at such meeting and voted
in favor of said resolution.
Baton Rouge, Louisiana, this 15th day of September, 1969 .
/s/ A. K. McGREW
----------------------------
A. K. McGrew, Secretary
[recordation stamp placed center of page.]
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify this to be a true copy of the an original instrument filed in
this office at 11:55 o'clock a.m. on the 22nd day of Sept., 1969 and duly
recorded the same day in Charter Book of the records of this parish, being
Original 61, Bundle 7149. Given under my hand and seal of office, this 22nd day
of Sept., 1969.
Signature illegible
- -------------------------
Deputy Clerk and Recorder
AMENDMENT TO ARTICLE VI OF THE RESTATED
ARTICLES OF INCORPORATION OF
UNITED COMPANIES LIFE INSURANCE COMPANY
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned Notary Public in and for the Parish of East
Baton Rouge, State of Louisiana, duly commissioned and qualified and in the
presence of the undersigned competent witnesses, personally came and appeared:
LLOYD F. COLLETTE Chairman of the Board of Directors and acting for UNITED
COMPANIES LIFE INSURANCE COMPANY, a corporation organized under the laws of the
State of Louisiana, with its registered office in the Parish of East Baton
Rouge, Louisiana; who did declare that:
Pursuant to a resolution of the stockholders of the corporation adopted at
a special meeting of the shareholders held on the 4th of August, 1969, duly
called for at the office of the corporation at Baton Rouge, Louisiana, duly
called for that and other purposes, a certified copy of an extract from the
minutes of which special meeting is attached hereto, he now appears for the
purpose of executing this act of amendment and putting into authentic form the
amendment agreed to by the favorable vote of more than two-thirds (2/3rds) of
the stockholders of the corporation.
Appearer further declared that by the favorable vote of more two-thirds
(2/3rds) of all of the stockholders of this corporation, who were present or
represented by proxy at the special meeting, held on the above date, it was
resolved that Article VI of the Restated Articles of Incorporation of UNITED
COMPANIES LIFE INSURANCE COMPANY be amended so as to read as follows:
"ARTICLE VI
Capital stock of this corporation is hereby fixed at the sum of
$2,597,020.00 for the paid-in surplus of not less than $3,744,033.00
divided into and represented by 1,298,510 shares of stock having a par
value of $2.00 per share. Stock in this corporation shall be paid for in
cash."
THUS DONE AND SIGNED in my presence and in the presence of the undersigned
competent witnesses at Baton Rouge, Parish of East Baton Rouge, State of
Louisiana, this 15th day of September, 1969.
WITNESSES: UNITED COMPANIES LIFE INSURANCE COMPANY
signature illegible By: /s/ LLOYD F. COLLETTE
- ------------------- ----------------------------------------------
Lloyd F. Collette
Chairman of the Board
signature illegible
- -------------------
/s/ BYRON R. KANTROW
---------------------------------------------
Byron R. Kantrow, Notary Public
CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of the Restatement of Articles of
Incorporation dated September 4, 1969 for UNITED COMPANIES LIFE INSURANCE
COMPANY on file in the Commissioner of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
DUDLEY A. GUGLIELMO
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
a certified copy of RESTATEMENT OF ARTICLES OF INCORPORATION OF UNITED COMPANIES
LIFE INSURANCE COMPANY, an insurance company organized under the laws of the
State of Louisiana, domiciled at BATON ROUGE, Louisiana, Parish of EAST BATON
ROUGE, being by act before BYRON R. KANTROW, Notary in and for Parish of EAST
BATON ROUGE, State of Louisiana, on the 3rd day of SEPTEMBER, 1969, and recorded
in Original Book of the Charters of the Parish of East Baton Rouge, on the 3rd
day of SEPTEMBER , 1969, was filed in this office at 9:10 A.M. on the 4th day of
SEPTEMBER, 1969.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 4th day of September, A.D. 1969.
/S/ DUDLEY A. GUGLIELMO
- -------------------------
COMMISSIONER OF INSURANCE
RESTATEMENT UNITED STATES OF AMERICA
OF STATE OF LOUISIANA
ARTICLES OF INCORPORATION PARISH OF EAST BATON ROUGE
OF
UNITED COMPANIES LIFE INSURANCE COMPANY
BEFORE ME, BYRON R. KANTROW, a Notary Public, duly commissioned and
qualified in and for the Parish and State aforesaid, therein residing, and in
the presence of the legal and competent witnesses named and undersigned,
PERSONALLY CAME AND APPEARED:
ALVIN G. MACK and A. K. McGrew, herein appearing in their respective
capacities as President and Secretary of UNITED COMPANIES LIFE INSURANCE
COMPANY, a corporation organized under the laws of the State of Louisiana, by
Act passed before J. Winston Fondant, Notary Public, on March 29, 1955, recorded
in the Office of Recorder of Mortgages for the Parish of Lafayette, Louisiana,
on March 31, 1955.
WHO SEVERALLY DECLARED UNTO ME, Notary, that at a meeting of the Board of
Directors of said corporation, duly called and held in the City of Baton Rouge,
on the 18 day of August, 1969, at which meeting a quorum was present, the Board
of Directors voted unanimously to restate the Articles of Incorporation for
United Companies Life Insurance Company in order to set forth in one document as
authorized by La. R.S. 12:34 the entire Articles of Incorporation, as amended to
date, and in all respects to effectuate said restatement pursuant to the
provisions of said La. R.S. 12:34, and for said purpose the following resolution
was unanimously adopted as shown by the certified copy of said resolution
attached hereto:
RESOLVED: That pursuant to La. R.S. 12:34 the Articles of Incorporation of
United Companies Life Insurance Company, as amended to date, be restated in
one document; and
FURTHER RESOLVED: That ALVIN G. MACK, the president, and A. K. McGrew, the
secretary, of this corporation, be and they are hereby authorized,
empowered and directed to appear before a Notary Public for the purpose of
affecting an Act of Restatement of said Articles of Incorporation, and do
any and all things that may be necessary to effectuate and carry out the
foregoing resolution.
SAID APPEARERS FURTHER DECLARED THAT, in conformity with the authority
conferred upon them as aforesaid, they do now appear before me, said Notary, for
the purpose of restating the Articles of Incorporation of United Companies Life
Insurance Company, as amended to date, as authorized by La. R.S. 12:34, and said
appearers desire and request me, the undersigned Notary, to receive and make
said restatement, as authorized by law, to serve and avail as the future shall
or may require and accordingly, that the Articles of Incorporation of United
Companies Life Insurance Company, shall hereinafter be as follows, to-wit:
ARTICLE I.
The name of this insurance corporation is United Companies Life Insurance
Company, and its domicile shall be in the City of Baton Rouge, Parish of East
Baton Rouge, State of Louisiana.
ARTICLE II.
The objects and purposes for which this corporation is organized and the
nature of the business to be carried on by it are stated and declared to be as
follows:
A. To engage in the life insurance business and the industrial life
insurance business, as both of these may now or hereafter be defined by
law, and particularly the business of issuing insurance on human lives and
insurance appertaining thereto or connected therewith, including
particularly, but not by way of limitation, the granting of annuities or
survivorship benefits, additional benefits in the event of death by
accident, additional benefits in event of total or permanent disability of
the insured, and optional modes of settlement of proceeds, all in either
participating or non-participating policies.
B. To engage in the health and accident insurance business, as that
may be now or hereafter defined by law, and including particularly, but not
by way or limitation, the business of issuing insurance against bodily
injury, disability, or death by accident, or against disability resulting
from sickness and every type of insurance appertaining thereto.
C. To issue any other type of insurance policy which may be permitted
to be issued by a life insurance company by law, now or in the future,
including particularly, but not by way of limitation, variable annuities,
retirement insurance, group insurance, credit life insurance, pension
plans, and any and all other types of insurance or benefit policy which may
be permitted by law to be issued.
D. To engage in every other business in which an insurance company may
lawfully engage under the laws of the State of Louisiana.
ARTICLE III.
This corporation shall exist for a period of Ninety-Nine (99) years from
date hereof.
ARTICLE IV.
The location and post office address of its registered office shall be Room
430, Commerce Building, Baton Rouge, Louisiana.
ARTICLE V.
The full names and post office addresses of its registered agents for
service of process shall be:
(1) H. J. Chustz
9076 Meadowood Drive
Baton Rouge, Louisiana
and
(2) A. K. McGrew
1444 Thibodeaux Avenue
Baton Rouge, Louisiana.
ARTICLE VI.
The capital stock of this corporation is hereby fixed at the sum of
$1,623,137.50, with a paid in surplus of not less than $4,717,915.50, divided
into and represented by 649,255 shares of stock having a par value of $2.50 per
share. Stock in this corporation shall be paid for in cash.
A. All of the corporate powers of this corporation shall be vested in
and exercised by a Board of Directors to be composed of not less than five
(5) nor more than twenty-one (21) stockholders, as pay be determined by the
Board of Directors from time to time by resolution, and the directors shall
hold office for one year or until their successors are duly elected and
qualified.
B. A majority in number of the directors shall constitute a quorum and
the majority of those in attendance may transact business. If now or
hereafter provided by law a director may vote in person or by proxy.
C. The general annual meeting of the shareholders of the corporation,
and at which the election of directors shall take place, shall be held at
the registered office of the corporation, unless otherwise specified in the
by-laws, on the third Monday in March of each year, or on the first
business day thereafter when such day is a legal holiday, beginning with
1967, unless or until otherwise provided in the by-laws.
D. All such elections shall be held by ballot under such regulations
as may be established by the Board of Directors and they shall be conducted
at the office of the corporation unless otherwise specified in the by-laws.
E. Notice of such election shall be given by the Secretary of this
corporation by written notice delivered personally to each stockholder or
by depositing same in the post office addressed to each stockholder at his
last known post office address at least ten (10) days before such meeting.
F. At all such elections and at all corporate meetings, each
stockholder shall be entitled to one vote in person or by written proxy for
each share of stock that stands in his name on the books of the company not
in excess of limitations provided by law.
G. Any vacancy occurring among directors by death, resignation or
otherwise shall be filled by election for the remainder of the term by a
majority vote of the then remaining directors. The Board of Directors may,
by a majority vote, remove any director then serving either with or without
cause.
H. Failure to elect directors on the date above specified shall
neither dissolve the corporation nor impair its corporate management, but
the directors then in office shall remain in office until their successors
are elected and qualified.
I. The Board of Directors shall elect from their number a Chairman of
the Board of Directors, a president, one or more vice-presidents, as
determined by the Board, a secretary and a treasurer; however, the offices
of secretary and treasurer may be combined and may be held by one
individual, either or both of whom may or may note be a member of the Board
of Directors, and the Board shall have the power and authority to determine
the seniority of the vice-presidents. The Board of Directors is further
authorized and empowered to elect any number of non-resident
vice-presidents who may or may not be members of the Board or stockholders
of the company.
J. The Board shall also name as many assistant secretaries and
assistant treasurers as it may deem necessary and proper for the management
of the affairs of this corporation. The offices of assistant secretary and
assistant treasurer may be combined and may be held by one individual. The
Board may name, from time to time, all other such officers, agents,
attorneys and committees as it may deem necessary for the purpose and
business of the corporation, and it shall have power to fix and define the
duties of every officer and employee and all officers and employees shall
hold office and employment at the pleasure of the Board.
K. The Board of Directors may make and establish, as well as alter and
amend, any and all by-laws, rules and regulations necessary and proper in
its judgment for the conduct, support and management of the business and
affairs of said corporation, or fixing or increasing their own
compensation.
ARTICLE VIII. (As Renumbered)
The Board of Directors shall have power to make and alter By-laws, subject
to the power of the shareholders to change or repeal the By-laws so made.
Vacancies on the Board of Directors shall be filled by the remainder of the
Board.
The Board of Directors shall have regular meetings to be held at least once
a month and special meetings shall be held from time to time as provided for in
the By-laws.
ARTICLE IX. (As Renumbered)
A. This act of incorporation may be changed, altered, or modified or
amended or said corporation may be dissolved with the assent of two- thirds
of the capital stock represented in person or by proxy at a general meeting
of stockholders convened for such purposes, and after notice shall have
been given in one or more daily newspapers published in the City of Baton
Rouge, Parish of East Baton Rouge, Louisiana, once a week for at least two
weeks preceding the meeting, or for such other period as shall be required
by the laws of Louisiana, and by written notice to each stockholder, mailed
to him at his last known post office address not less than ten days prior
to the date of the meeting or at such longer time prior to the meeting as
shall be required by the laws of Louisiana.
B. Any changes proposed or made in reference to the capital stock
shall be so made in accordance with the laws in force on the subject of
increasing or decreasing the capital stock of the corporation and of the
charter hereby created.
ARTICLE X. (As Renumbered)
No stockholder shall ever be held liable for the contracts or defaults
of this corporation in any future sum than the unpaid balance due the
corporation on the shares of stock owned by him, nor shall any mere
informality in organization have the effect of rendering this charter null
or of exposing any stockholder to any liability beyond the unpaid balance,
if any, of his stock.
ARTICLE XI. (As Renumbered)
No shareholder of this Corporation shall by reason of his holding
shares of any class have any pre-emptive or preferential right to subscribe
to or to purchase any additional or increased stock of any class of this
corporation, whether now or hereafter authorized, or obligations
convertible into any other class or classes, or obligations, stock or other
securities carrying warrants or rights to subscribe to stock of this
corporation of any class or classes (whether now or hereafter authorized);
and any and all shares of stocks, bonds, debentures, notes, or other
securities or obligations of this corporation, whether or not convertible
into stock or carrying warrants or options entitling its holders to stock,
may be issued , sold and disposed of from time to time by the Board of
Directors to such persons, firms or corporations, and for such
consideration as it shall from time to time in its absolute discretion,
determine, without offering any of the increased or additional stock,
bonds, debentures, notes, or other securities or obligations of any class
to existing shareholders of any class or to existing holders of warrants or
options entitling the holders to subscribe to stock of any class or to
obligations which may be converted into stock of any class.
THUS DONE AND PASSED at my office in Baton Rouge, Louisiana, on the 3rd day
of September, 1969, in the presence of the undersigned competent witnesses, who
sign hereto with me, Notary, and said appearers, after due reading of the whole.
WITNESSES:
signature illegible /s/ ALVIN G. MACK
- ------------------- ----------------------------------
President
signature illegible /s/ A. K. McGREW
- ------------------- -----------------------------------
Secretary
/s/ BYRON R. KANTROW
-----------------------------------
Byron R. Kantrow, Notary Pubic
RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS
OF
UNITED COMPANIES LIFE INSURANCE COMPANY
HELD AUGUST 18, 1969
At a meeting of the Board of Directors of United Companies Life Insurance
Company held at its office in the City of Baton Rouge, Louisiana, on August 18,
1969, pursuant to due notice, at which a quorum of the Board was present, on
motion, the following resolution was unanimously adopted:
RESOLVED: That pursuant to La. R.S. 12:34 the Articles of Incorporation of
United Companies Life Insurance Company, as amended to date, be restated in
one document; and
FURTHER RESOLVED: That Alvin G. Mack, the President, and A. K. McGrew, the
Secretary, of this corporation be and they are hereby authorized,
empowered, and directed to appear before a Notary Public for the purpose of
effecting an Act of Restatement of said Articles of Incorporation, and do
any and all things that may be necessary to effectuate and carry out the
foregoing resolution.
C E R T I F I C A T E
THIS IS TO CERTIFY that the above is a true and correct copy of a
resolution unanimously adopted, on motion duly seconded, at a meeting of the
Board of Directors of United Companies Life Insurance Company, an insurance
corporation organized under the laws of the State of Louisiana and domiciled in
the Parish of East Baton Rouge, said State, held at its office in the City of
Baton Rouge, Louisiana, on August 18, 1969, pursuant to due notice, at which
meeting a quorum of the Board was present; and that said resolution is duly
entered upon the Minute Book of said corporation and is now in full force and
effect.
Baton Rouge, Louisiana, the 29th day of August, 1969.
ATTEST:
/s/ LLOYD F. COLLETTE /s/ A. K. McGREW
- ------------------------- ---------------------------------
Lloyd F. Collette A. K. McGrew, Secretary
Chairman of the Board
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of the Amendment to Article XIV of the
Articles of Incorporation dated August 28, 1969 for UNITED COMPANIES LIFE
INSURANCE COMPANY on file in the Commissioner of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
AMENDMENT TO ARTICLE XIV OF THE ARTICLES OF
INCORPORATION OF
UNITED COMPANIES LIFE INSURANCE COMPANY
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned Notary Public in and for the Parish of East
Baton Rouge, State of Louisiana, duly commissioned and qualified and in the
presence of the undersigned competent witnesses, personally came and appeared:
LLOYD F. COLLETTE Chairman of the Board of Directors and acting for UNITED
COMPANIES LIFE INSURANCE COMPANY, a corporation organized under the laws of the
State of Louisiana, with its registered office in the Parish of East Baton
Rouge, Louisiana; who did declare that:
Pursuant to a resolution of the stockholders of the corporation adopted at
a special meeting of the shareholders held on the 4th day of August, 1969, duly
called for at office of the corporation at Baton Rouge, Louisiana, duly called
for that and other purposes, a certified copy of an extract from the minutes of
which special meeting is attached hereto, he now appears for the purpose of
executing this act of amendment and putting into authentic form the amendment
agreed to by the favorable vote of more than two-thirds (2/3rds) of the
stockholders of the corporation.
Appearer further declared that by the favorable vote of more two-thirds
(2/3rds) of all of the stockholders of this corporation, who were present or
represented by proxy at the special meeting held on the above date, it was
resolved that the Articles of Incorporation of UNITED COMPANIES LIFE INSURANCE
COMPANY be amended by adding the following Article to be numbered XIV to read as
follows:
"ARTICLE XIV"
No shareholder of this Corporation shall by reason of his holding
shares of any class have any pre-emptive or preferential right to subscribe
to or to purchase any additional or increased stock of any class of this
corporation, whether now or hereafter authorized, or obligations
convertible into any other class or classes, or obligations, stock or other
securities carrying warrants or rights to subscribe to stocks of this
corporation of any class or classes (whether now or hereafter authorized)
and any and all shares of stocks, bonds, debentures, notes, or other
securities or obligations of this corporation, whether or not convertible
into stock or carrying warrants or options entitling its holders to
subscribe to stock, may be issued, sold and disposed of from time to time
by the Board of Directors to such persons, firms or corporations, and for
such consideration as it shall from time to time in its absolute
discretion, determine, without offering any of the increased or additional
stock, bonds, debentures, notes, or other securities or obligations of any
class to existing shareholders of any class or to existing holders of
warrants or options entitling the holders to subscribe to stock of any
class or to obligations which may be converted into stock of any class.
THUS DONE AND SIGNED in my presence and in the presence of the undersigned
competent witnesses at Baton Rouge, Parish of East Baton Rouge, State of
Louisiana, this 22nd day of August, 1969.
WITNESSES: UNITED COMPANIES LIFE INSURANCE COMPANY
signature illegible By: /s/ LLOYD F. COLLETTE
- ------------------- ------------------------------------------------
Lloyd F. Collette, Chairman of the Board
signature illegible
- -------------------
/s/ BYRON R. KANTROW
------------------------------------------------
Byron R. Kantrow, Notary Public
[recordation stamp on the center bottom of the previous page]
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify this to be a true copy of an original instrument filed in this
office at 9:51 o'clock a.m. on the 27 day of Aug, 1969, and duly recorded in
Charter Book of the records of this parish, being Original 29, Bundle 7134.
Given under my hand and seal of office, this 27 day of Aug, 1969.
Signature illegible
- -------------------------
Deputy Clerk and Recorder
EXTRACT FROM THE MINUTES OF THE
SPECIAL STOCKHOLDERS MEETING OF
UNITED COMPANIES LIFE INSURANCE COMPANY
HELD ON AUGUST 4, 1969
The following resolution was duly offered by H. J. Chustz, seconded by Earl
Boyett, and adopted by a vote of 512,762 "For" and 3,475 "Against":
BE IT RESOLVED THAT:
The Articles of Incorporation of United Companies Life Insurance Company be
and they are amended by adding the following article to be numbered XIV; to-wit:
"ARTICLE XIV"
No shareholder of this Corporation shall by reason of his holding shares of
any class have any pre-emptive or preferential right to subscribe to or to
purchase any additional or increased stock of any class of this
corporation, whether now or hereafter authorized, or obligations
convertible into any other class or classes, or obligations, stock or other
securities carrying warrants or rights to subscribe to stock of this
corporation of any class or classes (whether now or hereafter authorized);
and any and all shares of stocks, bonds, debentures, notes, or other
securities or obligations of this corporation, whether or not convertible
into stock or carrying warrants or options entitling its holders to
subscribe to stock, may be issued, sold and disposed of from time to time
by the Board of Directors to such persons, firms or corporations, and for
such consideration as it shall from time to time in its absolute
discretion, determine, without offering any of the increased or additional
stock, bonds, debentures, notes, or other securities or obligations of any
class to existing shareholders of any class or to existing holders of
warrants or options entitling the holders to subscribe to stock of any
class or to obligations which may be converted into stock of any class.
BE IT FURTHER RESOLVED THAT:
Lloyd F. Collette, Chairman of the Board of this Corporation, be and he is
hereby authorized and directed to appear before any competent Notary Public and
execute an authentic act set forth this amendment to the Articles of
Incorporation.
C E R T I F I C A T E
I hereby certify that this is a true and correct copy of an extract from
the minutes of a special meeting of the stockholders of United Companies Life
Insurance Company, held in the office of that corporation in the Parish of East
Baton Rouge, State of Louisiana, on the 4th day of August, 1969, at 9:00 o'clock
A.M.; that the adoption of this amendment was included in the call and notice of
said special meeting which was duly and properly held on said date and that more
than two-thirds (2/3) of the stockholders were present at said meeting and voted
in favor of said resolution.
Baton Rouge, Louisiana, this 22 day of August, 1969.
/s/ A. K. McGREW
- ----------------
[recordation stamp placed in the middle of the page] A. K. McGrew
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify this to be a true copy of an original instrument filed in this
office at 9:51 o'clock a.m. on the 27 day of Aug, 1969, and duly recorded in
Charter Book of the records of this parish, being Original 29, Bundle 7134.
Given under my hand and seal of office, this 27 day of Aug, 1969.
Signature illegible
- -------------------------
Deputy Clerk and Recorder
CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of the Amendment to the Articles of
Incorporation dated June 30, 1969 for UNITED COMPANIES LIFE INSURANCE COMPANY on
file in the Commissioner of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
DUDLEY A. GUGLIELMO
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
a certified copy of AMENDMENT TO ARTICLES OF INCORPORATION of the UNITED
COMPANIES LIFE INSURANCE COMPANY, an insurance company organized under the laws
of the State of Louisiana, domiciled at BATON ROUGE, Louisiana, Parish of EAST
BATON ROUGE, being by act before BYRON R. KANTROW, Notary in and for Parish of
EAST BATON ROUGE, State of Louisiana, on the 26th day of JUNE, 1969, and
recorded in Original Book of the CHARTER BOOK of the Parish of EAST BATON ROUGE,
on the 27th day of JUNE , 1969, was filed in this office at 1:35 P.M. on the
30th day of JUNE, 1969.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 30th day of June, A.D. 1969.
/S/ DUDLEY A. GUGLIELMO
- -------------------------
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
DUDLEY A. GUGLIELMO
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
THE CAPITAL STOCK OF THE UNITED COMPANIES LIFE INSURANCE COMPANY, BATON ROUGE,
LOUISIANA, WAS INCREASED FROM $1,568,250.00 TO $1,623,137.50, IN ACCORDANCE WITH
CHARTER AMENDMENT FILED AND RECORDED IN THIS OFFICE ON JUNE 30, 1969.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 30th day of June, A.D. 1969.
/S/ DUDLEY A. GUGLIELMO
- -------------------------
COMMISSIONER OF INSURANCE
AMENDMENT TO ARTICLE VI OF THE ARTICLES OF
INCORPORATION OF UNITED COMPANIES LIFE
INSURANCE COMPANY
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned Notary Public in and for the Parish of East
Baton Rouge, State of Louisiana, duly commissioned and qualified and in the
presence of the undersigned competent witnesses, personally came and appeared:
LLOYD F. COLLETTE Chairman of the Board of Directors and acting for UNITED
COMPANIES LIFE INSURANCE COMPANY, a corporation organized under the laws of the
State of Louisiana, with its registered office in the Parish of East Baton
Rouge, Louisiana; who did declare that:
Pursuant to a resolution of the stockholders of the corporation adopted at
the regular annual meeting held on the 17th day of March, 1969, at the office of
the corporation at Baton Rouge, Louisiana, a certified copy of an extract from
the minutes of which special meeting is attached hereto, he now appears for the
purpose of executing this act of amendment and putting into authentic form the
amendment agreed to by vote of more than two-thirds (2/3rds) of the stockholders
of the corporation.
Appearer further declared that by a vote of more two-thirds (2/3rds) of the
stockholders present in person or by proxy at the meeting held on the above
date, it was resolved that Article VI of the Articles of Incorporation of UNITED
COMPANIES LIFE INSURANCE COMPANY be amended to read as follows:
"ARTICLE VI"
The capital stock of this corporation is hereby fixed at the sum of
$1,623,137.50, with a paid in surplus of not less than $4,717,915.50,
divided into and represented by 649,255 shares of stock having a par value
of $2.50 per share. Stock in this corporation shall be paid for in cash".
THUS DONE AND SIGNED in my presence and in the presence of the undersigned
competent witnesses at Baton Rouge, Parish of East Baton Rouge, State of
Louisiana, this 26th day of June, 1969, after due reading of the whole.
WITNESSES: UNITED COMPANIES LIFE INSURANCE COMPANY
signature illegible By: /s/ LLOYD F. COLLETTE
- ------------------- ---------------------------------------
Lloyd F. Collette
Chairman of the Board
signature illegible
- -------------------
/s/ BYRON R. KANTROW
--------------------------------------
Byron R. Kantrow, Notary Public
EXTRACT FROM THE MINUTES OF THE
REGULAR ANNUAL STOCKHOLDERS MEETING OF
UNITED COMPANIES LIFE INSURANCE COMPANY HELD
ON MARCH 17, 1969
The following resolution was duly offered by Dr. Charles Mosely, seconded by Mr.
Lloyd F. Collette, and adopted by a vote of 492,340 votes "For" and 383 votes
"Against":
BE IT RESOLVED THAT:
This corporation declare a stock dividend of three and one-half (3-1/2%)
percent upon the outstanding shares of the Company, plus a cash dividend of
twenty (20) cents per share. No fractional shares are to be issued and persons
who would be entitled to the issuance of fractional shares of stock shall be
paid for the fractional shares on the basis of $30.00 for a full share.
BE IT FURTHER RESOLVED THAT:
In order to accomplish this purpose, the Articles of Incorporation be
amended to increase the amount of capital stock of the corporation by 100,000
shares, having a par value of $2.50 per share. In order to avoid the issuance of
fractional shares, as pertains to the number of shares necessary to pay the
dividend (21,955), the shares shall be issued in even shares, without warrants,
the number of shares necessary to pay the cash portion of the dividend required
shall be sold at a price of $30.00 per share; the proceeds of this sale shall be
set aside and held for the account of the shareholders to pay the portion of the
dividend required to be paid in cash in order to avoid the issuance of
fractional shares. This stock will be offered and sold only to persons who are
bonafide residents of Louisiana and who certify they are purchasing for
investment and not for purposes of resale.
BE IT FURTHER RESOLVED THAT:
To these ends Article VI of the Articles of Incorporation of this
Corporation be amended as is necessary to accomplish this purpose.
BE IT FURTHER RESOLVED THAT:
L. F. Collette, Chairman of the Board of this Corporation, be and he is
hereby authorized to appear before a Notary Public and execute an authentic Act
setting forth this Amendment to the Articles of Incorporation.
C E R T I F I C A T E
I hereby certify that this is a true and correct copy of an extract from
the minutes of the meeting of the stockholders of United Companies Life
Insurance Company, held in the office of that corporation in the Parish of East
Baton Rouge, State of Louisiana, on the 17th day of March, 1969, at 9:00 o'clock
A.M.
[recordation stamp]
March 17, 1969
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE /s/ A. K. McGREW
-----------------------------
A. K. McGrew, Secretary
I hereby certify this to be a true copy of an original instrument filed in this
office at 1:35 o'clock P.M. on the 27 day of June, 1969, and duly recorded in
Charter Book of the records of this parish, being Original 61, Bundle
[illegible]. Given under my hand and seal of office, this 27 day of June, 1969.
[no visible signature or signature line]
SWORN CERTIFICATE
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned authority in and for the Parish of East Baton
Rouge, State of Louisiana, personally came and appeared the undersigned officers
and directors of United Companies Life Insurance Company, who upon being duly
sworn, did depose and say:
The appearers constitute a majority of the members of the Board of
Directors of said corporation, and
That Alvin G. Mack is President and A. K. McGrew is Secretary of said
Company; and
That pursuant to a resolution of the Board of Directors recommending an
increase in the authorized number of shares of the capital stock of United
Companies Life Insurance Company, and of a resolution unanimously adopted at the
annual meeting of the shareholders of United Companies Life Insurance Company
held March 17, 1969, authorizing an increase in the number of shares of the
capital stock of United Companies Life Insurance Company from 627,300 shares to
727,300 shares, it is hereby certified to the Commissioner of Insurance of
Louisiana that a 3 1/2% stock dividend upon the 627,300 shares outstanding as of
March 31, 1969, has been paid by a transfer of $54,887.50 from the surplus
account to the capital stock of this Corporation, and the 21,955 shares have
been distributed to the shareholders, so that the authorized number of shares of
the capital stock of United Companies Life Insurance Company has been increased
from 627,300 shares to 649,255 shares of the par value of $2.50 per share, and
That this certificate is made for the purpose of obtaining the approval of
the Commissioner of Insurance of the State of Louisiana to increase the number
of shares of capital stock of this Corporation from 627,300 shares to 649,255
shares so that Article VI of the Articles of Incorporation of United Companies
Life Insurance Company may be amended accordingly.
/s/ LLOYD F. COLLETTE
---------------------------------------------------------
Lloyd F. Collette, Chairman of the Board
/S/ ALVIN G. MACK
---------------------------------------------------------
Alvin G. Mack, President and Director
/S/ HARRIS J. CHUSTZ
---------------------------------------------------------
Harris J. Chustz, Vice Chairman of the Board and Director
/S/ A. K. McGREW
---------------------------------------------------------
A. K. McGrew, Secretary and Director
/S/ DR. J. P. GRIFFON
---------------------------------------------------------
Dr. J. P. Griffon, Director
/S/ EARL R. BOYETT
---------------------------------------------------------
Earl R. Boyett, Director
J. B. Harris
---------------------------------------------------------
Director
J. Terrell Brown
---------------------------------------------------------
Director
signature illegible
---------------------------------------------------------
Director
signature illegible
---------------------------------------------------------
Director
signature illegible
---------------------------------------------------------
Director
[blank line-no signature]
---------------------------------------------------------
Director
SWORN TO AND SUBSCRIBED BEFORE ME this 26th day of June, 1969.
/S/ BYRON R. KANTROW
---------------------------------------------------------
Byron R. Kantrow, Notary Public
NOTICE TO SHAREHOLDERS OF
UNITED COMPANIES LIFE INSURANCE COMPANY
A special meeting of the shareholders of United Companies Life Insurance
Company will be held at the office of the Corporation, Room 430, Commerce
Building, 333 Laurel Street, Baton Rouge, Louisiana, on the 4th day of August,
1969, at 9:00 A.M. At this meeting the shareholders will consider and act upon
recommendations of the Board of Directors for amendments to the Articles of
Incorporation increasing the authorized capital stock of the company and
reducing its par value from $2.50 per share to $2.00 per share and eliminating
pre-emptive rights of shareholders. It will also consider and act upon
recommendations of the Board of Directors for a two-for-one stock split, the
acquisition of United National Life Insurance Company of Ohio, the underwriting
of shares, and upon any other matters that may properly come before the meeting
or any adjournment thereof.
Baton Rouge, Louisiana, this 3rd day of July, 1969.
unsigned line
-----------------------------
A. K. McGrew, Secretary
(NOTE: This notice is to be published once a week for four (4) consecutive weeks
in the Morning Advocate prior to the date of the meeting.)
NOTICE OF MEETING
TO THE HOLDERS OF STOCK OF
UNITED COMPANIES LIFE INSURANCE COMPANY
Notice is hereby given that, pursuant to call of its Directors, a special
meeting of shareholders of United Companies Life Insurance Company will be held
at Room 430, Commerce Building, 333 Laurel Street, Baton Rouge, Louisiana, at
9:00 A.M., on the 4th day of August, 1969, for the purposes of considering and
voting upon the following matters:
1. An amendment to the Articles of Incorporation to increase the
authorized capital stock of the corporation from 649,255 shares to
1,800,000 shares, an increase of 1,150,745 shares, and to reduce the
par value of the stock from $2.50 per share to $2.00 per share. This
increase in the number of authorized shares will (a) provide the
649,255 additional shares required to carry out a two-for-one stock
split whereby each shareholder will receive one additional share for
each share presently owned; (b) provide 50,000 shares for its stock
option plan for key employees; and (c) provide 451,490 shares for the
acquisition of United National Life Insurance Company of Ohio, and the
underwriting.
2. An amendment to the Articles of Incorporation to provide that the
shareholder shall not have pre-emptive rights to subscribe to this or
any future issues of the corporation's capital stock or other
obligations.
3. Approve the recommendations of the Board of Directors for the
establishment of a stock option plan for key employees to be
administered by the Executive Committee consisting of Messrs. L. F.
Collette, Chairman of the Board; H. J. Chustz, Vice Chairman; Alvin G.
Mack, President; and A. K. McGrew, Secretary, none of them shall be
eligible to participate in this plan, which will be on a non-statutory
basis.
4. Approve the recommendations of the Board of Directors for the
acquisition of United National Life Insurance Company of Ohio as a
wholly-owned subsidiary by the exchange of stock; the S-1 registration
for filing with the Securities and Exchange Commission, Washington,
D.C., of the shares required for this purpose, and the provision of
additional shares for underwriting.
5. Whatever other business may be brought before the meeting or any
adjournment thereof. Management at present knows of no other business
to be presented by or on behalf of the company or its management at
the meeting.
Only those shareholders of record at the close of business on June 10,
1969, shall be entitled to notice of the meeting and to vote at the meeting.
[hand written]
Baton Rouge, Louisiana
July 2, 1969 BY ORDER OF THE BOARD OF DIRECTORS
[UNSIGNED-BLANK LINE]
---------------------------------
A. K. McGrew, Secretary
UNITED COMPANIES LIFE INSURANCE COMPANY
PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies
by the Management of United Companies Life Insurance Company (United Companies)
for use at the special meeting of shareholders to be held at Room 430, Commerce
Building, 333 Laurel Street, Baton Rouge, Louisiana, at 9:00 A.M., on the 4th
day of August, 1969.
On June 10, 1969, the date for determination of the shareholders entitled
to receive notice of and to vote at the meeting, there were issued and
outstanding 649,255 shares of common stock, each entitled to one vote,
constituting all of the outstanding stock of United Companies Life Insurance
Company.
The proxy which is being solicited is revocable, as will appear from the
statement printed on the face of the proxy.
INCREASE OF AUTHORIZED CAPITAL
The Board recommends that the authorized number of shares of capital stock
of United Companies Life Insurance Company be increased from 649,255 shares to
1,800,000 shares, an increase of 1,150,745 shares and that the par value of the
stock be reduced from $2.50 per share to $2.00 per share. This increase will
provide the 649,255 shares which are required to make a two-for-one stock split
whereby each shareholder of record on August 15, 1969, will receive on September
15, 1969, one additional share of stock for each share owned by each shareholder
on said record date. It will also provide 50,000 shares for the stock option
plan recommend by the Board of Directors for key employees; and 451,490 shares
to be used for the acquisition of United National Life Insurance Company of
Ohio, in order to make it a wholly-owned subsidiary, and the underwriting.
A two-thirds favorable vote of the shares present or represented at the
meeting is required for approval of this amendment. The management recommends
approval.
REMOVAL OF STOCKHOLDERS PRE-EMPTIVE RIGHTS
The Board recommends adoption of an amendment to the Articles of
Incorporation declaring that the shareholders shall not have pre-emptive rights
to purchase new issues of corporate stock , or other obligations. The purpose of
this change is to make it possible for the company to use the increase in the
authorized shares remaining after the stock split for the acquisition of the
United National Life Insurance Company of Ohio and for underwriting. With this
amendment the stock may be sold or exchanged without first offering the new
stock to all of the shareholders on a pro-rata basis. This change will make it
more practical to sell the company's stock by public offering. If new shares
must first be offered to current stockholders, the cost of obtaining
underwriting and distribution of new issues is increased, and it is much more
difficult to make new issues of stock available to new stockholders, who should
increase the market for the company's stock and for its services.
A two-thirds favorable vote of the shares present or represented at the
meeting is required for approval of this amendment. The management recommends
approval.
STOCK OPTION PLAN
The Board recommends approval of a stock option plan for key employees and
authorization to make available 50,000 shares of stock for prospective needs
under the plan. This plan will be administered by the Executive Committee
consisting of Messrs. Lloyd F. Collette, Chairman of the Board; Harris J.
Chustz, Vice Chairman; Alvin G. Mack, President; and A. K. McGrew, Secretary,
and used for the purpose of holding and acquiring key employees. It is to be a
non-statutory plan and the option granted will be for the right to purchase
stock of the corporation at not less than 80% of its market value on the date
that the option is exercised. None of the members of the Executive Committee
shall be eligible to participate in the plan, nor shall any other Director be
eligible to participate except directors who are full-time employees of the
Company or its subsidiaries whose present salary is less than $30,000 per year.
Many corporations today provide stock options for key personnel, and the
Board is of the opinion that this plan is an essential tool in attracting and
holding the type personnel that is needed by this Company to continue its growth
and expansion.
A favorable vote of the majority of the shares present or represented at
the meeting is required for approval of the stock option plan. The management
recommends approval.
ACQUISITION OF UNITED NATIONAL LIFE
INSURANCE COMPANY OF OHIO AND
SHARES FOR UNDERWRITING
The Board recommends approval of the acquisition by this Corporation of the
outstanding stock of United National Life Insurance Company of Ohio in order to
make it a wholly-owned subsidiary by the exchange of stock. The outstanding
stock of United National Life Insurance Company of Ohio is owned by the
residents of Ohio. Under the plan of the Board the shares required for this
purpose will be included in an S-1 registration for filing with the Securities
and Exchange Commission, Washington, D.C. The remaining authorized shares will
be available for a supplemental registration and underwriting within six months
from the date of the special meeting on August 4, 1969.
A favorable vote of the majority of the shares present or represented at
the meeting is required for approval of the stock option plan. The management
recommends approval.
OTHER INFORMATION
The attached proxy is solicited by Management, and Management recommends
that you vote in favor of all proposals.
BY ORDER OF THE BOARD OF DIRECTORS
[unsigned-no line]
A. K. McGrew, Secretary
Baton Rouge, Louisiana
July 2, 1969
PROXY
UNITED COMPANIES LIFE INSURANCE COMPANY
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder of United
Companies Life Insurance Company does hereby constitute and appoint L. F.
COLLETTE, H. J. CHUSTZ, A. K. McGREW, and ALVIN G. MACK, or a majority of them,
as my true and lawful agents and attorneys-in-fact, with full power of
substitution, to appear and vote all of the shares of stock standing in the name
of the undersigned in United Companies Life Insurance Company at a special
meeting of its shareholders to be held at its office, Room 430, Commerce
Building, 333 Laurel Street, Baton Rouge, Louisiana, on the 4th day of August,
1969, at 9:00 A.M., and at any and all adjournments thereof and the undersigned
hereby instructs that this proxy is to be voted:
-----FOR ALL PROPOSALS -----AGAINST ALL PROPOSALS
1. An amendment to the Articles of Incorporation to increase the authorized
capital stock of the corporation from 649,255 shares to 1,800,000 shares,
an increase of 1,150,745 shares and to reduce the value of the stock from
$2.50 per share to $2.00 per share. This increase in the number of
authorized shares will (a) provide the 649,255 additional shares required
to carry out a two-for-one stock split whereby each shareholder will
receive one additional share for each share presently owned; (b) will also
provide 50,000 shares for its stock option plan for key employees; and (c)
will provide 451,490 shares for the acquisition of United National Life
Insurance Company of Ohio, and the underwriting.
--------FOR --------AGAINST
2. An amendment to the Articles of Incorporation to provide that the
shareholders shall not have pre-emptive rights to subscribe to this or any
future issues of the corporation's capital stock, or other obligations.
--------FOR -------AGAINST
3. Approve the recommendations of the Board of Directors for the establishment
of a stock option plan for key employees to be administered by the
Executive Committee consisting of Messrs. L. F. Collette, Chairman of the
Board; H. J. Chustz, Vice Chairman; Alvin G. Mack, President; and A. K.
McGrew, Secretary, none of whom shall be eligible to participate in this
plan, which will be on a non-statutory basis.
---------FOR ------AGAINST
4. Approve the recommendations of the Board of Directors for the acquisition
of United National Life Insurance Company of Ohio as a wholly-owned
subsidiary by the exchange of stock, the S-1 registration for filing with
the Securities and Exchange Commission, Washington, D.C. of the shares
required for this purpose, and the provision of additional shares for
underwriting.
------FOR -------AGAINST
5. Whatever other business may be brought before the meeting or any
adjournment thereof. Management at present knows of no other business to be
presented by or on behalf of the company or its management at the meeting.
------FOR -----AGAINST
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS LISTED.
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT, AND MAY BE REVOKED PRIOR TO ITS
EXERCISE.
The shares represented by this proxy will be voted as specified by the
undersigned. If no choice is specified, this proxy will be vote "FOR" the
proposals listed.
The undersigned acknowledges receipt of the proxy statement dated July 2,
1969.
This _____ day of __________, 1969.
-----------------------------------------------------
Stockholder's Signature
- ------------------------
Number of Shares
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of Amendment to Article V of the
restated Articles of Incorporation dated June 29, 1966 for UNITED COMPANIES LIFE
INSURANCE COMPANY on file in the Commissioner of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
DUDLEY A. GUGLIELMO
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
A CERTIFIED COPY OF CERTIFICATE OF CHANGE IN DESIGNATION OF REGISTERED AGENTS OF
THE UNITED COMPANIES LIFE INSURANCE COMPANY, AN INSURANCE COMPANY ORGANIZED
UNDER THE LAWS OF THE STATE OF LOUISIANA, DOMICILED IN BATON ROUGE, LOUISIANA,
SAID DOCUMENT HAVING BEEN RECORDED IN ORIGINAL BOOK OF THE MORTGAGE RECORDS OF
THE PARISH OF EAST BATON ROUGE, ON THE 24TH DAY OF JUNE, 1966, WAS FILED AND
RECORDED IN THIS OFFICE AT 9:40 A.M. ON THE 29TH DAY OF JUNE, 1966.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 29th day of June, A.D. 1966.
/S/ DUDLEY A. GUGLIELMO
- -------------------------
COMMISSIONER OF INSURANCE
RESOLUTION
At a regular meeting of the Board of Directors of United Companies Life
Insurance Company, the following resolution was unanimously adopted:
BE IT RESOLVED that the below listed shall be the registered agents of the
corporation:
H. J. Chustz
9076 Meadowood Drive
Baton Rouge, Louisiana
and
A. K. McGrew
1444 Thibodeaux Avenue
Baton Rouge, Louisiana
BE IT FURTHER RESOLVED that the Directors named in Article V of the
Articles of Incorporation no longer be registered agents and that the above be
substituted.
BE IT FURTHER RESOLVED that this corporation be effective as of the date of
its adoption by the Board of Directors of the Corporation.
*********************
[recordation stamp was marked through]
I, A. K. McGrew, Secretary of the Board of Directors of United Companies
Life Insurance Company, do hereby certify that the above is a copy of a
resolution adopted by the Board of Directors of United Companies Life Insurance
Company held on June 20, 1966, at a meeting of the Board, a quorum being present
and voting.
This 23rd day of June, 1966.
/s/ A. K. McGrew
--------------------------------
A. K. McGrew, Secretary
OFFICE OF THE CLERK OF COURT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify the foregoing to be a TRUE COPY of Notice of Change of
Registered Agents of UNITED COMPANIES LIFE INSURANCE COMPANY which was filed for
record in this office at 9:03 o'clock AM, on the 24 day of June, 1966, and duly
recorded the same day in Registered Agents and Offices Book No. 6, Folio 419 of
the Mortgage Records of this Parish, being Original Number 22, in bundle No.
6201.
Given under my hand and seal of office this the 24 day of June, 1966.
/s/ [first name unclear] J. Williams
- ------------------------------------
Deputy Clerk & Recorder
CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of the Amendment to Charter dated April
1, 1966 for UNITED COMPANIES LIFE INSURANCE COMPANY on file in the Commissioner
of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- ------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
DUDLEY A. GUGLIELMO
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
a certified copy of AMENDMENT TO CHARTER of the UNITED COMPANIES LIFE INSURANCE
OF AMERICA, an insurance company organized under the laws of the State of
Louisiana, domiciled at BATON ROUGE, Louisiana, Parish of EAST BATON ROUGE,
being by act before JOHN DALE POWERS, Notary in and for Parish of EAST BATON
ROUGE, State of Louisiana, on the 28th day of FEBRUARY, 1966, and recorded in
Original Book of the MORTGAGE RECORDS of the Parish of EAST BATON ROUGE, on the
29th day of MARCH , 1966, was filed in this office at 12:40 P.M. on the 1st day
of APRIL, 1966.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of April, A.D. 1966.
/S/ DUDLEY A. GUGLIELMO
- -------------------------
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
DUDLEY A. GUGLIELMO
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
the capital stock of the UNITED COMPANIES LIFE INSURANCE COMPANY, Baton Rouge,
Louisiana, was increased from $1,537,500.00 to $1,568,250.00 in accordance with
charter amendment filed and recorded in this office this date, April 1, 1966.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of April, A.D. 1966.
/S/ DUDLEY A. GUGLIELMO
- -------------------------
COMMISSIONER OF INSURANCE
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned authority, and in the presence of the
undersigned competent witnesses, personally came and appeared:
LLOYD F. COLLETTE, Chairman of the Board of and acting for United Companies
Life Insurance of America, a corporation organized under the laws of the State
of Louisiana, having its registered office in the Parish of East Baton Rouge,
Louisiana; who did declare that:
Pursuant to a resolution of the stockholders of the corporation adopted at
the regular meeting held on the 21st of February, 1966, at the office of the
corporation at Baton Rouge, Louisiana, a certified copy of an extract of the
minutes is attached hereto, he now appears for the purpose of executing this act
of amendment and putting into authentic form the amendment agreed to by a vote
of more than two-thirds (2/3) of the stockholders of the corporation.
Appearer further declared that, by vote of more than two-thirds (2/3) of
the stockholders present in person or by proxy at the meeting held on the above
date, it was resolved that the following articles of the articles incorporation
of United Companies Life Insurance of America be amended so as to read as
follows:
"ARTICLE I.
"The name of this insurance corporation is United Companies Life Insurance
Company, and its domicile shall be in the City of Baton Rouge, Parish of
East Baton Rouge, State of Louisiana."
[page break occurs after "Louisiana". In the lower right hand corner appears the
following ]
APPROVED FOR RECORDATION
DATE: [HANDWRITTEN] 3/28/66
- ---------------------------
[SIGNATURE ILLEGIBLE]
- --------------------------
Commissioner of Insurance
"ARTICLE VI.
"The capital stock of this corporation is hereby fixed at the sum of
$1,568,250, with a paid-in surplus of not less than $4,724,415.40, divided
into and represented by 627,300 shares of stock having a par value of $2.50
per share. Stock in this corporation shall be paid for in cash."
"ARTICLE VII.
"C. The general annual meeting of the shareholders of the corporation, and
at which the election of directors shall take place, shall be held at the
registered office of the corporation, unless otherwise specified in the
by-laws, on the third Monday in March of each year, or on the first
business day thereafter when such day is a legal holiday, beginning with
1967, unless or until otherwise provided in the by-laws."
THUS DONE AND SIGNED before me, a Notary Public, and in the presence of the
undersigned competent witnesses, this 28th day of February, 1966.
WITNESSES: UNITED COMPANIES LIFE INSURANCE OF AMERICA
signature illegible By: /s/ LLOYD F. COLLETTE
- ---------------------------- ------------------------------------------
Lloyd F. Collette, Chairman of the Board
signature illegible [SIGNATURE ILLEGIBLE]
- ---------------------------- ------------------------------------------
Notary Public
OFFICE OF THE CLERK OF COURT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify the foregoing to be a TRUE COPY of AMENDMENT to the
Original Charter of UNITED COMPANIES LIFE INSURANCE OF AMERICA which was filed
for record in this office at 4:51 o'clock PM, on the 29th day of March, 1966,
and duly recorded the same day in Charter Book No. _______________, Folio No.
_________________ of the Mortgage Records of this Parish, being Original Number
94, in bundle No. 6126.
Given under my hand and seal of office this the 29th day of March, 1966.
/s/ [first name unclear] J. Williams
- ------------------------------------
Deputy Clerk & Recorder
EXTRACT FROM THE MINUTES OF THE MEETING OF THE BOARD OF
DIRECTORS OF UNITED COMPANIES LIFE INSURANCE OF AMERICA
The following resolution was duly offered by Mr. Mack
BE IT RESOLVED THAT:
This corporation declare a cash dividend of 10(cent) per share plus a stock
dividend of 2% to be paid in stock of the corporation based upon one (1) share
for each fifty (50) shares outstanding. No fractional shares are to be issued
and persons who would be entitled to the issuance of fractional shares of stock
shall be paid for the fractional shares on the basis of $20.00 per share, thus
making the dividend on such shares forty (40(cent)) cents per share.
BE IT FURTHER RESOLVED THAT:
In order to accomplish this purpose, the articles of incorporation be
amended to increase the amount of capital stock of this corporation by the
number of shares necessary to pay this dividend, that is, 12,300 shares, and, in
order to avoid the issuance of fractional shares or warrants on fractional
shares, the shares be issued in even shares, without warrants, the number of
shares necessary to pay the cash portion of the dividend required to be set
aside and held for the account of the shareholders to pay the cash portion of
the dividend.
BE IT FURTHER RESOLVED THAT:
The text of Article VI of the articles of incorporation be amended to read
as follows:
"ARTICLE VI.
"The capital stock of this corporation is hereby fixed at the sum of
$1,568,250, with a paid-in surplus of not less than $4,724,415.40, divided
into and represented by 627,300 shares of stock having a par value of $2.50
per share. Stock in this corporation shall be paid for in cash."
BE IT FURTHER RESOLVED THAT:
The text of Article I of the articles of incorporation be amended to read
as follows:
"ARTICLE I.
"The name of this insurance corporation is United Companies Life Insurance
Company, and its domicile shall be in the City of Baton Rouge, Parish of
East Baton Rouge, State of Louisiana."
BE IT FURTHER RESOLVED THAT:
The text of Article VII, Section C, of the articles of incorporation be
amended to read as follows:
"ARTICLE VII.
"C. The general annual meeting of the shareholders of the corporation, and
at which the election of directors shall take place, shall be held at the
registered office of the corporation, unless otherwise specified in the
bylaws, on the third Monday in March of each year, or on the first business
day thereafter when such day is a legal holiday, beginning with 1967,
unless or until otherwise provided in the bylaws."
BE IT FURTHER RESOLVED THAT:
These amendments to the articles of incorporation shall be submitted to the
regular annual meeting of the shareholders to be held pursuant to the article of
incorporation and bylaws at the office of the corporation on the 21st day of
February, 1966, at 9:00 o'clock a.m.
This resolution was duly seconded by Mr. Smith and unanimously adopted.
C E R T I F I C A T E
I hereby certify that this is a true and correct copy of an extract from
the minutes of the meeting of the Board of Directors of United Companies Life
Insurance of America, held in the office of that corporation in the Parish of
East Baton Rouge, State of Louisiana, on the 20th day of December, 1965, at 4:30
o'clock p.m.
Baton Rouge, Louisiana, this 28th day of February, 1966.
/s/ A. K. McGREW
----------------------------
A. K. McGrew, Secretary
OFFICE OF THE CLERK OF COURT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify the foregoing to be a TRUE COPY of the Original Amendment
to Charter of UNITED COMPANIES LIFE INSURANCE OF AMERICA which was filed for
record in this office at 4:53 o'clock PM, on the 29th day of March, 1966, and
duly recorded the same day in Charter Book No. _______________, Folio No.
_________________ of the Mortgage Records of this Parish, being Original Number
96, in bundle No. 6126.
Given under my hand and seal of office this the 29th day of March, 1966.
/s/ [first name unclear] J. Williams
- ------------------------------------
Deputy Clerk & Recorder
CERTIFICATE WITH RESPECT TO INCREASE OF CAPITAL STOCK
OF UNITED COMPANIES LIFE INSURANCE COMPANY
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
We, Lloyd F. Collette, A. K. McGrew, Alvin G. Mack, C. G. Smith, Harris J.
Chustz, E. R. Schwaner, Prescott Murphy, W. H. Wright, Jr., and Frank Kean,
constituting more than a majority of the directors of United Companies Life
Insurance Company, do hereby certify that the capital stock of this corporation
has been increased to the total sum of $1,568,250, with a total paid-in surplus
of not less than $4,724,415.40, divided into and represented by 627,300 shares
of stock, with a par value of $2.50 per share. We further certify that this
increase in capital stock was duly authorized on the 20th day of December, 1965,
and was duly ratified and confirmed at a stockholders meeting on the 21st day of
February, 1966.
We further certify that all of the authorized increase was either issued as
a stock dividend to the existing shareholders of the corporation or sold at
$20.00 a share to enable the payment of forty (40(cent)) cents per share for
that portion of each stockholder's stock not entitled to a dividend of one (1)
full share.
/s/ LLOYD F. COLLETTE
- -------------------------
Lloyd F. Collette
/S/ A. K. McGREW
- -------------------------
A. K. McGrew
/S/ ALVIN G. MACK
- ------------------------
Alvin G. Mack
/S/ C. G. SMITH
- ------------------------
C. G. Smith
/S/ HARRIS J. CHUSTZ
- ------------------------
Harris J. Chustz
/S/ E. R. SCHWANER
- ------------------------
E. R. Schwaner
/S/ PRESCOTT MURPHY
- ------------------------
Prescott Murphy
/S/ W. H. WRIGHT, JR.
- ------------------------
W. H. Wright, Jr.
/S/ FRANK KEAN
- ------------------------
Frank Kean
Sworn to and subscribed before me this 28th day of March, 1966.
/S/ John Dale Powers
- --------------------
Notary Public
OFFICE OF THE CLERK OF COURT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify the foregoing to be a TRUE COPY of the Original Amendment
to Charter of UNITED COMPANIES LIFE INS. OF AMERICA which was filed for record
in this office at 4:50 o'clock PM, on the 29th day of March, 1966, and duly
recorded the same day in Charter Book No. _______________, Folio No.
_________________ of the Mortgage Records of this Parish, being Original Number
95, in bundle No. 6126.
Given under my hand and seal of office this the 29th day of March, 1966.
/s/ [first name unclear] J. Williams
- ------------------------------------
Deputy Clerk & Recorder
[affidavit from Capital City Press which is situated to the right of the page]
CAPITAL CITY PRESS
[a copy of the newspaper notice is placed; however, because of the small print,
the ad is not legible.] Publisher of STATE-TIMES
PROOF OF PUBLICATION
The hereto attached notice was published in the STATE-TIMES, a daily newspaper
of general circulation, pub- lished in Baton Rouge, Louisiana, and the Official
Journal of the State of Louisiana, in the issues of:
January 21, 28, February 4, 11, 18, 1966
- ----------------------------------------
[signature illegible]
- -----------------------------
Advertising Director, Manager
Sworn and subscribed before me by the person whose signature appears above
in Baton Rouge, La. On this 23 day of February, 1966 A.D.
/s/ Ada Mott
- ------------------------------------------
NOTARY PUBLIC
My Commission is for Life
My Commission Expires: Indefinite
April 1, 1966
United Companies Life Insurance Company
Box 1591
Baton Rouge, Louisiana
Gentlemen:
Enclosed is Certificate of Recordation, Certificate of Capital Stock
increase, amended Certificate of Authority and receipt of fees.
By copy of this letter, I am forwarding certified copy of the Charter
amendment to the Secretary of State for his files.
Sincerely yours,
DUDLEY A. GUGLIELMO
COMMISSIONER OF INSURANCE
DAG/ml
cc: Hon. Wade O. Martin, Jr.
Secretary of State
Baton Rouge, Louisiana
OFFICE OF THE CLERK OF COURT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify the foregoing to be a TRUE COPY of the Certificate with
respect to increase of capital stock of the Original Charter of UNITED COMPANIES
LIFE INSURANCE COMPANY which was filed for record in this office at 4:53 o'clock
PM, on the 29th day of March, 1966, and duly recorded the same day in Charter
Book No._________________, Folio No. _________________ of the Mortgage Records
of this Parish, being Original Number 97, in bundle No. 6126.
Given under my hand and seal of office this the 29th day of March, 1966.
/s/ [first name unclear] J. Williams
- -------------------------------------
Deputy Clerk & Recorder
EXTRACT FROM THE MINUTES OF THE REGULAR ANNUAL STOCKHOLDERS
MEETING OF UNITED COMPANIES LIFE INSURANCE OF AMERICA
The following resolution was duly offered by Mr. Mack
BE IT RESOLVED THAT:
This corporation declare a cash dividend of 10(cent) per share plus a stock
dividend of 2% to be paid in stock of this corporation based upon one (1) share
for each fifty (50) shares outstanding. No fractional shares are to be issued
and persons who would be entitled to the issuance of fractional shares of stock
shall be paid for the fractional shares on the basis of $20.00 per share, thus
making the dividend on such shares forty (40(cent)) cents per share.
BE IT FURTHER RESOLVED THAT:
In order to accomplish this purpose, the articles of incorporation be
amended to increase the amount of capital stock of this corporation by the
number of shares necessary to pay this dividend, that is, 12,300 shares, having
a par value of $2.50 per share. In order to avoid the issuance of fractional
shares or warrants on fractional shares, the shares shall be issued in even
shares, without warrants, the number of shares necessary to pay the cash portion
of the dividend required shall be sold at a price of $20.00 per share; the
proceeds of this sale shall be set aside and held for the account of the
shareholders to pay the portion of the dividend required to be paid in cash in
order to avoid the issuance of fractional shares. This stock shall be offered
and sold only to persons who are bona fide residents of Louisiana, and who
certify that they are purchasing for investment and not for re-sale.
BE IT FURTHER RESOLVED THAT:
To these ends, Article VI of the articles of incorporation be amended to
read as follows:
"ARTICLE VI.
"The capital stock of this corporation is hereby fixed at the sum of
$1,568,250, with a paid-in surplus of not less than $4,724,415.40, divided
into and represented by 627,300 shares of stock having a par value of $2.50
per share. Stock in this corporation shall be paid for in cash."
BE IT FURTHER RESOLVED THAT:
Lloyd. F. Collette, Chairman of the Board of this Corporation, be and he is
hereby authorized to appear before a Notary Public and execute an authentic act
setting forth this amendment to the articles of incorporation.
This resolution was duly seconded by Mr. Brown and unanimously adopted. The
vote in favor of this resolution was shares in person or by proxy, constituting
more than two-thirds (2/3) of the outstanding stock.
The following resolution was duly offered by Mr. Brown.
BE IT RESOLVED THAT:
Article I of the articles of incorporation of United Companies Life
Insurance of America be amended to read as follows:
"ARTICLE I.
"The name of this insurance corporation is United Companies Life Insurance
Company, and its domicile shall be in the City of Baton Rouge, Parish of
East Baton Rouge, State of Louisiana."
BE IT FURTHER RESOLVED THAT:
Lloyd. F. Collette, Chairman of the Board of this Corporation, be and he is
hereby authorized to appear before a Notary Public and execute an authentic act
setting forth this amendment to the articles of incorporation.
This resolution was duly seconded by Mr. Mack and unanimously adopted. The
vote in favor of this resolution was shares in person or by proxy, constituting
more than two-thirds (2/3) of the outstanding stock.
The following resolution was duly offered by Mr. Mack.
BE IT RESOLVED THAT:
Article VII, Section C, of the articles of incorporation of United
Companies Insurance of America be amended to read as follows:
"ARTICLE VII.
"C. The general annual meeting of the shareholders of the corporation, and
at which the election of directors shall take place, shall be held at the
registered office of the corporation, unless otherwise specified in the
by-laws, on the third Monday in March of each year, or on the first
business day thereafter when such day is a legal holiday, beginning with
1967, unless or until otherwise provided in the by-laws."
BE IT FURTHER RESOLVED THAT:
Lloyd. F. Collette, Chairman of the Board of this Corporation, be and he is
hereby authorized to appear before a Notary Public and execute an authentic act
setting forth this amendment to the articles of incorporation.
This resolution was duly seconded by Mr. Brown and unanimously adopted. The
vote in favor of this resolution was 431,990 shares in person or by proxy,
constituting more than two-thirds (2/3) of the outstanding stock.
C E R T I F I C A T E
I hereby certify that this is a true and correct copy of an extract from
the minutes of the meeting of the stockholders of United Companies Life
Insurance of America, held in the office of that corporation in the Parish of
East Baton Rouge, State of Louisiana, on the 21st day of February, 1966, at 9:00
o'clock A.M.
Baton Rouge, Louisiana, February 21, 1966.
/s/ A. K. McGREW
------------------------------------
A. K. McGrew, Secretary
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of Amendment to Charter dated May 31,
1965 for UNITED COMPANIES LIFE INSURANCE COMPANY on file in the Commissioner of
Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
-------------------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
DUDLEY A. GUGLIELMO
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
a certified copy of AMENDMENT TO THE CHARTER of the UNITED COMPANIES LIFE
INSURANCE OF AMERICA, an insurance company organized under the laws of the State
of Louisiana, domiciled at BATON ROUGE, Louisiana, Parish of EAST BATON ROUGE,
being by act before ALVIN B. RUBIN, Notary in and for Parish of EAST BATON
ROUGE, State of Louisiana, on the 26th day of MAY, 1965, and recorded in
Original Book of the MORTGAGE RECORDS of the Parish of EAST BATON ROUGE, on the
27th day of MAY , 1965, at 11:52 A.M. was filed in this office at 10:00 A.M. on
the 31st day of MAY, 1965.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 31st day of May, A.D. 1965.
/S/ DUDLEY A. GUGLIELMO
------------------------------------
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
DUDLEY A. GUGLIELMO I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE
OF LOUISIANA, DO HEREBY CERTIFY THAT
the capital stock of the UNITED COMPANIES LIFE INSURANCE OF AMERICA, Baton
Rouge, Louisiana, was increased from $1,260,000.00 to $1,537,500.00 in
accordance with charter amendment filed and recorded in this office this date,
May 31, 1965.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 31st day of May, A.D. 1965.
/S/ DUDLEY A. GUGLIELMO
-------------------------------------------
COMMISSIONER OF INSURANCE
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned authority, and in the presence of the
undersigned competent witnesses, personally came and appeared LLOYD F. COLLETTE,
Chairman of the Board of and acting for United Companies Life Insurance of
America, a corporation organized under the laws of the State of Louisiana,
having its registered office in the Parish of East Baton Rouge, Louisiana; who
did declare that:
Pursuant to a resolution of the stockholders of the corporation adopted at
the regular annual meeting, held on the 15th of February, 1965, at the office of
the corporation at Baton Rouge, Louisiana, a certified copy of an extract of the
minutes is attached hereto, he now appears for the purpose of executing this act
of amendment and putting into authentic form the amendment agreed to by a vote
of more than two-thirds of the stockholders of the corporation.
Appearer further declared that, by the vote of more two-thirds of the
stockholders present in person or by proxy at the special meeting held on the
above date, it was resolved that the following article of the articles of
incorporation of United Companies Life Insurance of America be amended to read
as follows:
ARTICLE VI
"The capital stock of this corporation is hereby fixed at the sum of
$1,537,500, with a paid-in surplus of not less than $4,724,415.40, divided
into and represented by 615,000 shares of stock having a par value of $2.50
per share. Stock in this corporation shall be paid for in cash."
THUS DONE AND SIGNED before me, a Notary, and in the presence of the
undersigned competent witnesses, this 26th day of May, 1965.
WITNESSES: UNITED COMPANIES LIFE INSURANCE OF AMERICA
/s/ Kaye [last name illegible] By: /s/ LLOYD COLLETTE
- ------------------------------------ ------------------------------------------
Lloyd Collette, Chairman of the Board
/s/ Jacqueline Ashford /s/ Alvin B. Rubin
- -------------------------------------- -----------------------------------------
NOTARY PUBLIC
OFFICE OF THE CLERK OF COURT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify the foregoing to be a TRUE COPY of the AMENDMENT TO the
Original Charter of UNITED COMPANIES LIFE INSURANCE OF AMERICA which was filed
for record in this office at 11:52 o'clock a. M, on the 27th day of May, 1965,
and duly recorded the same day in Charter Book No. ---------------, Folio No.
- ----------------- of the Mortgage Records of this Parish, being Original Number
73, in bundle No. 5885.
Given under my hand and seal of office this the 27th day of May, 1965.
/s/ [first name unclear] J. Williams
------------------------------------------------
Deputy Clerk & Recorder
EXTRACT FROM THE MINUTES OF THE REGULAR ANNUAL STOCKHOLDERS
MEETING OF UNITED COMPANIES LIFE INSURANCE OF AMERICA
The following resolution was duly offered by Mr. Alvin G. Mack
BE IT RESOLVED THAT:
The articles of incorporation be amended to increase the amount of capital
stock of this corporation by a total One Hundred Eleven Thousand (111,000)
shares, having a par value of Two and 50/100 ($2.50) Dollars per share. This
stock shall be offered and sold only to persons who are bonafide residents of
Louisiana and who certify that they are purchasing for investment and not to
re-sale.
BE IT FURTHER RESOLVED THAT:
To these ends, Article VI of the articles of incorporation of this
corporation be amended so as to read as follows:
ARTICLE VI
"The capital stock of this corporation is hereby fixed at the sum of
$1,537,500.00, with a paid-in surplus of not less than $4,724,415.40,
divided into and represented by 615,000 shares of stock having a par value
of $2.50 per share. Stock in this corporation shall be paid for in cash."
BE IT FURTHER RESOLVED THAT:
Lloyd. F. Collette, Chairman of the Board of this Corporation, be and he is
hereby authorized to appear before a Notary Public and execute an authentic act
setting forth this amendment to the articles of incorporation.
This resolution was duly seconded by Mr. C. G. Smith and unanimously
adopted. The vote in favor of this resolution was 341,739 shares in person or by
proxy, constituting more than two-thirds of the outstanding capital stock.
C E R T I F I C A T E
I hereby certify that this is a true and correct copy of an extract from
the minutes of the meeting of the stockholders of United Companies Life
Insurance of America, held in the office of that corporation in the Parish of
East Baton Rouge, State of Louisiana, on the 15th day of February, 1965, at 9:00
a.m.
Baton Rouge, Louisiana,
/s/ A. K. McGREW
----------------------------
Secretary
OFFICE OF THE CLERK OF COURT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify the foregoing to be a TRUE COPY of the AMENDMENT OF the
Original Charter of UNITED COMPANIES LIFE INSURANCE OF AMERICA which was filed
for record in this office at 11:54 o'clock a. M, on the 27th day of May, 1965,
and duly recorded the same day in Charter Book No. ---------------, Folio No.
- ----------------- of the Mortgage Records of this Parish, being Original Number
75, in bundle No. 5885.
Given under my hand and seal of office this the 27th day of May, 1965.
/s/ [first name unclear] J. Williams
--------------------------------------------------
Deputy Clerk & Recorder
CERTIFICATE WITH RESPECT TO INCREASE OF CAPITAL STOCK
OF UNITED COMPANIES LIFE INSURANCE OF AMERICA
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
WE, Lloyd F. Collette, A. K. McGrew, Alvin G. Mack, Emmett R. Schwaner, C.
G. Smith, J. P. Griffon, Harris J. Chustz,, Joseph W. Bock, and Ray A. Abbott,
constituting more than a majority of the directors of United Companies Life
Insurance of America, do hereby certify that the capital stock of this
corporation has been increased to the total sum of One Million Five Hundred
Thirty-Seven Thousand Five Hundred and No/100 ($1,537,500.00) Dollars, with a
total paid-in surplus of Four Million Seven Hundred Twenty-Four Thousand Four
Hundred Fifteen and 40/100 ($4,724,415.40) Dollars, divided into and represented
by Six Hundred Fifteen Thousand (615,000) shares of stock, with a par value of
Two and 50/100 ($2.50) Dollars per share. We further certify that this increase
in capital stock was duly authorized at the regular meeting of the Board of
Directors of the corporation on the 18th day of January, 1965, and was duly
ratified and confirmed at a stockholders' meeting on the 15th day of February,
1965.
We further certify that all of the authorized increase was either issued as
a stock dividend to the existing shareholders of the corporation or sold for
cash in accordance with the Certificate of Authority issued by the Commissioner
of Insurance of the State of Louisiana.
/s/ LLOYD F. COLLETTE
- ---------------------
Lloyd F. Collette
/S/ A. K. McGREW
- ---------------------
A. K. McGrew
/S/ ALVIN G. MACK
- ---------------------
Alvin G. Mack
/S/ E. R. SCHWANER
- ---------------------
Emmett R. Schwaner
/S/ C. G. SMITH
- ---------------------
C. G. Smith
/S/ J. P. GRIFFON
- ---------------------
J. P. Griffon
/S/ H. J. CHUSTZ
- ---------------------
Harris J. Chustz
/S/ JOSEPH W. BOCK
- ---------------------
Joseph W. Bock
/s/ RAY A. ABBOTT
- ---------------------
Ray A. Abbott
SWORN TO AND SUBSCRIBED before me, at Baton Rouge, Louisiana, this 26th day
of May, 1965.
/S/ ALVIN B. RUBIN
---------------------------------------------
NOTARY PUBLIC
OFFICE OF THE CLERK OF COURT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify the foregoing to be a TRUE COPY of the CERTIFICATE WITH
RESPECT TO INCREASE CAPITAL STOCK of UNITED COMPANIES LIFE INSURANCE OF AMERICA
which was filed for record in this office at 11:53 o'clock a. M, on the 27th day
of May, 1965, and duly recorded the same day in Charter Book No. --------
- -------, Folio No. ----------------- of the Mortgage Records of this Parish,
being Original Number 74, in bundle No. 5885.
Given under my hand and seal of office this the 27th day of May, 1965.
/s/ [first name unclear] J. Williams
--------------------------------------------
Deputy Clerk & Recorder
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE,
OF THE STATE OF LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of Amendment to the Charter dated March
1, 1965 for UNITED COMPANIES LIFE INSURANCE COMPANY on file in the Commissioner
of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
DUDLEY A. GUGLIELMO
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE,
OF THE STATE OF LOUISIANA, DO HEREBY CERTIFY THAT
a certified copy of AMENDMENT TO THE CHARTER of the UNITED SECURITY LIFE
INSURANCE COMPANY, an insurance company organized under the laws of the State of
Louisiana, domiciled at BATON ROUGE, Louisiana, Parish of EAST BATON ROUGE,
being by act before ALVIN B. RUBIN, Notary in and for Parish of EAST BATON
ROUGE, State of Louisiana, on the 24th day of FEBRUARY, 1965, and recorded in
Original Book of the MORTGAGE RECORDS of the Parish of EAST BATON ROUGE, on the
25th day of FEBRUARY , 1965, at 10:41 A.M. was filed in this office at 2:45 P.M.
on the 1st day of MARCH, 1965.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of March, A.D. 1965.
/S/ DUDLEY A. GUGLIELMO
- -------------------------
COMMISSIONER OF INSURANCE
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned authority, and in the presence of the
undersigned competent witnesses, personally came and appeared LLOYD F. COLLETTE,
Chairman of the Board of and acting for United Security Life Insurance Company,
a corporation organized under the laws of the State of Louisiana, having its
registered office in the Parish of East Baton Rouge, Louisiana; who did declare
that:
Pursuant to a resolution of the stockholders of the corporation adopted at
the regular annual meeting, held on the 15th of February, 1965, at the office of
the corporation at Baton Rouge, Louisiana, a certified copy of an extract of the
minutes is attached hereto, he now appears for the purpose of executing this act
of amendment and putting into authentic form the amendment agreed to by a vote
of more than two-thirds of the stockholders of the corporation.
Appearer further declared that, by vote of more two-thirds of the
stockholders present in person or by proxy at the special meeting held on the
above date, it was resolved that the following articles of incorporation of
United Security Life Insurance Company be amended to read as follows:
"ARTICLE I
"The name of this insurance corporation is UNITED COMPANIES LIFE INSURANCE
OF AMERICA, and its domicile shall be in the City of Baton Rouge, Parish of
East Baton Rouge, State of Louisiana."
"ARTICLE VI
The capital stock of this corporation is hereby fixed at the sum of One
Million Two Hundred Sixty Thousand ($1,260,000) Dollars with a paid-in
surplus of not less than $3,137,130 divided into and represented by 504,000
shares of stock having a par value of $2.50 per share. Stock in this
corporation shall be paid in cash.
"ARTICLE VII
"G. Any vacancy occurring among the directors by death, registration, or
otherwise shall be filled by election for the remainder of the term by a
majority vote of the then remaining directors. The Board of Directors may,
by majority vote, remove any director then serving either with or without
cause."
THUS DONE AND SIGNED before me, Notary, and in the presence of the
undersigned competent witnesses, this 24th day of February, 1965.
WITNESSES: UNITED SECURITY LIFE INSURANCE COMPANY
/s/ A. K. McGREW By: /s/ LLOYD F. COLLETTE
- ------------------------------------ --------------------------------------
A. K. McGrew Lloyd Collette, Chairman of the Board
/s/ J. W. Bock /s/ Alvin B. Rubin
- --------------------------------------- --------------------------------------
J. W. Bock Alvin B. Rubin, NOTARY PUBLIC
CERTIFICATE WITH RESPECT TO INCREASE OF CAPITAL STOCK
OF UNITED SECURITY LIFE INSURANCE COMPANY
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
We, Lloyd F. Collette, A. K. McGrew, Alvin G. Mack, C. G. Smith, J. P.
Griffon, Harris J. Chustz,, Ray A. Abbott, Frank Kean, Dr. Charles Prosser, Dr.
Charles Mosely, and Joseph W. Bock, constituting more than a majority of the
directors of United Security Life Insurance Company, do hereby certify that the
capital stock of this corporation has been increased to the total sum of
$1,260,000, with a total paid-in surplus of $3,137,130 divided into and
represented by 504,000 shares of stock, with a par value of $2.50 per share. We
further certify that this increase in capital stock was duly authorized at a
regular meeting of the Board of Directors of the corporation on the 14th day of
December, 1964, and was duly ratified and confirmed at a stockholders' meeting
on the 15th day of February, 1965.
We further certify that the 84,000 shares included in the authorized
increase were issued as a stock distribution to the existing shareholders or
sold at $18.00 a share to enable payment for that portion of each shareholder's
stock not entitled to a distribution of one full share.
/s/ LLOYD F. COLLETTE
- ---------------------
Lloyd F. Collette
/S/ A. K. McGREW
- ---------------------
A. K. McGrew
/S/ ALVIN G. MACK
- ---------------------
Alvin G. Mack
/s/ C. G. SMITH
- ---------------------
C. G. Smith
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE,
OF THE STATE OF LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of Amendment to the Charter dated March
16, 1964 for UNITED SECURITY LIFE INSURANCE COMPANY on file in the Commissioner
of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
RUFUS D. HAYES
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE,
OF THE STATE OF LOUISIANA, DO HEREBY CERTIFY THAT
a certified copy of amendment to the charter of the UNITED SECURITY LIFE
INSURANCE COMPANY, an insurance company organized under the laws of the State of
Louisiana, domiciled at Baton Rouge, Louisiana, Parish of East Baton Rouge,
being by act before Lloyd F. Collette, Notary in and for Parish of East Baton
Rouge, State of Louisiana, on the 17th day of February, 1964, and recorded in
Original Book of the office of the Clerk of Court of the Parish of East Baton
Rouge, on the 6th day of March , 1964 at 4:13 p.m. was filed in this office at
2:25 p.m. on the 16th day of March, 1964.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 16th day of March, A.D. 1964.
/S/ DUDLEY A. GUGLIELMO
- --------------------------
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
RUFUS D. HAYES
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE,
OF THE STATE OF LOUISIANA, DO HEREBY CERTIFY THAT
the capital stock of the UNITED SECURITY LIFE INSURANCE COMPANY, Baton Rouge,
Louisiana, was increased from $1,200,000 to $1,260,000 effective this date by
charter amendment.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 16th day of March, A.D. 1964.
/S/ DUDLEY A. GUGLIELMO
- --------------------------
COMMISSIONER OF INSURANCE
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned authority, and in the presence of the
undersigned competent witnesses, personally came and appeared LLOYD F. COLLETTE,
Chairman of the Board of and acting for United Security Life Insurance Company,
a corporation organized under the laws of the State of Louisiana, having its
registered office in the Parish of East Baton Rouge, Louisiana, who did declare
that:
Pursuant to a resolution of the stockholders of the corporation adopted at
the regular annual meeting, held on the 17th of February, 1964, at the office of
the corporation at Baton Rouge, Louisiana, a certified copy of an extract of the
minutes is attached hereto, he now appears for the purpose of executing this act
of amendment and putting into authentic form the amendment agreed to by a vote
of more than two-thirds of the stockholders of the corporation.
Appearer further declared that, by vote of more two-thirds of the
stockholders present in person or by proxy at the special meeting held on
the above date, it was resolved that the following articles of incorporation of
United Security Life Insurance Company be amended so as to read as follows:
"ARTICLE VI
The capital stock of this corporation is hereby fixed at the sum of
$1,260,000.00, with a paid-in surplus of not less than $3,137,130.00,
divided into and represented by 420,000 shares of stock having a par value
of $3.00 per share. Stock in this corporation shall be paid in cash."
[hand-written] APPROVED FOR RECORDATION
Date: [hand-written] MAR 5, 1964
- ----------------------------------------
[signature illegible]
- --------------------------------------
Commissioner of Insurance
THUS DONE AND SIGNED before me, Notary, and in the presence of the
undersigned competent witnesses, this 18th day of February, 1964.
WITNESSES: UNITED SECURITY LIFE INSURANCE COMPANY
[signature illegible] By: /s/ LLOYD F. COLLETTE
- ------------------------------------ --------------------------------------
Lloyd Collette, Chairman of the Board
[signature illegible] [signature illegible]
- --------------------------------------- --------------------------------------
NOTARY PUBLIC
OFFICE OF THE CLERK OF COURT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify the foregoing to be a TRUE COPY of the Amendment to the
Original Charter of UNITED SECURITY LIFE INSURANCE COMPANY which was filed for
record in this office at 4:13 o'clock P. M., on the 6th day of March, 1964, and
duly recorded the same day in Charter Book No. ---------------, Folio No.
- ----------------- of the Mortgage Records of this Parish, being Original Number
23, in bundle No. 5554.
Given under my hand and seal of office this the 6th day of March, 1964.
/s/ Jackie Scullin
-----------------------
Deputy Clerk & Recorder
EXTRACT FROM THE MINUTES OF THE REGULAR ANNUAL STOCKHOLDERS
MEETING OF UNITED SECURITY LIFE INSURANCE COMPANY
The following resolution was duly offered by Mr. Alvin G. Mack
BE IT RESOLVED THAT:
This corporation declare a dividend to be paid in stock of the corporation,
in the amount of one share for each twenty shares outstanding as of the close of
business on the 31st day of December, 1963. No fractional shares shall be
issued, and, instead, a dividend of 70(cent) per share will be paid for that
portion of each shareholder's stock not entitled to a dividend of a full share.
BE IT FURTHER RESOLVED THAT:
In order to accomplish this purpose, the articles of incorporation be
amended to increase the amount of capital stock of this corporation by the
number of shares necessary to pay this dividend, 20,000 shares, having a par
value of $3.00 per share. In order to avoid the issuance of fractional shares or
warrants on fractional shares, the shares shall be issued in even shares,
without warrants, and the number of shares necessary to pay the cash portion of
the dividend required shall be sold at a price of $14.00 per share; the proceeds
of this sale shall be set aside and held for the account of the shareholders to
pay the portion of the dividend required to be paid in cash in order to avoid
the issuance of fractional shares. This stock shall be offered and sold only to
persons who are bona fide residents of Louisiana, and who certify that they are
purchasing for investment and not for purposes of resale.
BE IT FURTHER RESOLVED THAT:
To these ends, Article VI of the articles of incorporation of the
corporation be amended to read as follows:
"The capital stock of this corporation is hereby fixed at the sum of
$1,260,000.00, with a paid-in surplus of not less than $3,137,130.00,
divided into and represented by 420,000 shares of stock having a par value
of $3.00 per share. Stock in this corporation shall be paid for in cash."
BE IT FURTHER RESOLVED THAT:
Lloyd. F. Collette, Chairman of the Board of this corporation, be and he is
hereby authorized to appear before a Notary Public and execute an authentic act
setting forth this amendment to the articles of incorporation.
This resolution was duly seconded by Mr. J. W. Abbott and unanimously
adopted. The vote in favor of this resolution was 341,739 shares in person or by
proxy, constituting more than two-thirds of the outstanding capital stock.
C E R T I F I C A T E
I hereby certify that this is a true and correct copy of an extract from
the minutes of the meeting of the stockholders of United Security Life Insurance
Company, held in the office of that corporation in the Parish of East Baton
Rouge, State of Louisiana, on the 17th day of February, 1964, at 9:00 o'clock
a.m.
Baton Rouge, Louisiana, February 19, 1964.
/s/ A. K. McGREW
------------------------
Secretary
OFFICE OF THE CLERK OF COURT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify the foregoing to be a TRUE COPY of the Extract from
Minutes of Meeting of the Original Charter of UNITED SECURITY LIFE INSURANCE
COMPANY, which was filed for record in this office at 4:23 o'clock P. M, on the
6th day of March, 1964, and duly recorded the same day in Charter Book No.
- ---------------, Folio No. ----------------- of the Mortgage Records of this
Parish, being Original Number 24, in bundle No. 5554.
Given under my hand and seal of office this the 6th day of March, 1964.
/s/ Jackie Scullin
------------------------
Deputy Clerk & Recorder
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE,
OF THE STATE OF LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of Amendment to the Charter dated April
18, 1963 for UNITED SECURITY LIFE INSURANCE COMPANY on file in the Commissioner
of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
RUFUS D. HAYES
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE,
OF THE STATE OF LOUISIANA, DO HEREBY CERTIFY THAT
a certified copy of amendment to the charter of the UNITED SECURITY LIFE
INSURANCE COMPANY, an insurance company organized under the laws of the State of
Louisiana, domiciled at Baton Rouge, Louisiana, Parish of East Baton Rouge,
being by act before Alvin B. Rubin, Notary in and for Parish of East Baton
Rouge, State of Louisiana, on the 3rd day of April, 1963, and recorded in
Original Book of the office of the Clerk of Court of the Parish of East Baton
Rouge, on the 10th day of April , 1963 at 11:35 a..m., was filed in this office
at 3:00 p.m. on the 18th day of April, 1963.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 18th day of April, A.D. 1963.
/S/ DUDLEY A. GUGLIELMO
- -------------------------
COMMISSIONER OF INSURANCE
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned authority, and in the presence of the
undersigned competent witnesses, personally came and appeared GARY J. ANDERSON,
President of and acting for United Security Life Insurance Company, a
corporation organized under the laws of the State of Louisiana, having its
registered office in the Parish of East Baton Rouge, Louisiana; who did declare
that:
Pursuant to a resolution of the stockholders of the corporation adopted at
the regular annual meeting, held on the 10th of February, 1963, at the office of
the corporation at Baton Rouge, Louisiana, a certified copy of an extract from
the minutes of which is attached hereto, he now appears for the purpose of
executing this act of amendment and putting into authentic form the amendment
agreed to by a vote of more than two-thirds of the stockholders of the
corporation.
Appearer further declared that, by vote of more two-thirds of the
stockholders present in person or by proxy at the special meeting held on the
above date, it was resolved that the following articles of incorporation of
United Security Life Insurance Company be amended to read as follows:
ARTICLE VI
The capital stock of this corporation is hereby fixed at the sum of
$1,200,000.00, with a paid-in surplus of not less than $3,137,130.00, divided
into and represented by 400,000 shares of stock having a par value of $3.00 per
share. Stock in this corporation shall be paid in cash."
[handwritten recording information]
Approved for Recording
Date: 4/8/63
By:/s/ Mary M. Robinson
- -------------------------
Commissioner of Insurance
THUS DONE AND SIGNED before me, Notary, and in the presence of the
undersigned competent witnesses, this 3rd day of April, 1963.
WITNESSES: UNITED SECURITY LIFE INSURANCE COMPANY
/s/ H. J. Chustz By: /s/ Gary J. Anderson
- ------------------------ --------------------------------------
Gary J. Anderson, President
/s/ Marian Harris /s/ Alvin B. Rubin
- --------------------------------------- --------------------------------------
Alvin B. Rubin, NOTARY PUBLIC
EXTRACT FROM THE MINUTES OF THE REGULAR ANNUAL STOCKHOLDERS
MEETING OF UNITED SECURITY LIFE INSURANCE COMPANY
The following resolution was duly offered by Mr. McGrew
BE IT RESOLVED THAT:
This corporation declare a dividend to be paid in stock of the
corporation, in the amount of one share of stock for each twenty shares
outstanding as of the close of business on the 31st day of December, 1962. No
fractional shares shall be issued, and, instead, a dividend of 65(cent) per
share will be paid for that portion of each shareholder's stock not entitled to
a dividend of a full share.
BE IT FURTHER RESOLVED THAT:
In order to accomplish this purpose, the articles of incorporation be
amended to increase the amount of capital stock of this corporation by the
number of shares necessary to pay this dividend, 13,502 shares, having a par
value of $3.00 per share. In order to avoid the issuance of fractional shares or
warrants on fractional shares, the shares shall be issued in even shares,
without warrants, and the number of shares necessary to pay the cash portion of
the dividend required shall be sold at a price of $13.00 per share; the proceeds
of this sale shall be set aside and held for the account of the shareholders to
pay the portion of the dividend required to be paid in cash in order to avoid
the issuance of fractional shares. This stock shall be offered and sold only to
persons who are bona fide residents of Louisiana, and who certify that they are
purchasing for investment and not for purposes of resale.
BE IT FURTHER RESOLVED THAT:
This corporation offer 116,463 shares of stock for sale at $13.00 per
share, of which amount $3.00 will be the par value of the stock, and the
balance, $10.00, shall be paid in surplus. This stock shall be offered and sold
only to persons who are bona fide residents of Louisiana, and who certify that
they are purchasing for investment and not for purposes of resale. It shall be
offered first to qualified present shareholders, in the proportions in which
they hold stock; if they fail to subscribe the entire offer in the proportions
in which they own stock, then the unsubscribed stock may be issued to those
stockholders who do subscribe, and, if the entire offer is not subscribed by
shareholders, then the unsubscribed stock may be offered to qualified persons
who are not shareholders.
BE IT FURTHER RESOLVED THAT:
To these ends, Article VI of the articles of incorporation of this
corporation be amended so as to read as follows:
"The capital stock of this corporation is hereby fixed at the sum of
$1,200,000.00, with a paid-in surplus of not less than $3,137,130.00,
divided into and represented by 400,000 shares of stock having a par
value of $3.00 per share. Stock in this corporation shall be paid for in
cash."
BE IT FURTHER RESOLVED THAT:
Gary Anderson, President of this corporation, be and he is hereby
authorized to appear before a Notary Public and execute an authentic act setting
forth this amendment to the articles of incorporation.
This resolution was duly seconded by Mr. Schwaner and unanimously
adopted. The vote in favor of this resolution was shares in person or by proxy,
constituting more than two-thirds of the outstanding capital stock.
C E R T I F I C A T E
I hereby certify that this is a true and correct copy of an extract from
the minutes of the meeting of the stockholders of United Security Life Insurance
Company, held in the office of that corporation in the Parish of East Baton
Rouge, State of Louisiana, on the 18th day of February, 1963, at 10:00 o'clock
a.m., after thirty days' notice of the meeting was given in writing to each
stockholder.
Baton Rouge, Louisiana, February 18, 1963.
/s/ A. K. McGREW
--------------------------
Secretary
OFFICE OF THE CLERK OF COURT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify the foregoing to be a TRUE COPY of the Amendment to the
Original Charter of UNITED SECURITY LIFE INSURANCE COMPANY which was filed for
record in this office at 11:35 o'clock A. M., on the 10th day of April, 1963,
and duly recorded the same day in Charter Book No. ---------------, Folio No.
- ----------------- of the Mortgage Records of this Parish, being Original Number
49, in bundle No. 5331.
Given under my hand and seal of office this the 10th day of April, 1963.
/s/ Jackie Scullin
-------------------------------
Deputy Clerk & Recorder
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE,
OF THE STATE OF LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of Amendment to Charter dated November
27, 1962 for UNITED SECURITY LIFE INSURANCE COMPANY on file in the Commissioner
of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
RUFUS D. HAYES
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE,
OF THE STATE OF LOUISIANA, DO HEREBY CERTIFY THAT
a certified copy of amendment to the charter of the UNITED SECURITY LIFE
INSURANCE COMPANY, an insurance company organized under the laws of the State of
Louisiana, domiciled at Baton Rouge, Louisiana, Parish of East Baton Rouge,
being by act before Alvin B. Rubin, Notary in and for Parish of East Baton
Rouge, State of Louisiana, on the 19th day of February, 1962, and recorded in
Original Book of the office of the Clerk of Court of the Parish of East Baton
Rouge, on the 21st day of November , 1962 at 11:50 a..m., was filed in this
office at 2:45 p.m. on the 27th day of November, 1962.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 27th day of November, A.D. 1962.
/S/ DUDLEY A. GUGLIELMO
- --------------------------
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
RUFUS D. HAYES I,
THE UNDERSIGNED COMMISSIONER OF INSURANCE,
OF THE STATE OF LOUISIANA,
DO HEREBY CERTIFY THAT
the capital stock of the UNITED SECURITY LIFE INSURANCE COMPANY, domiciled at
Baton Rouge, Louisiana, was increased from $768,250.00 to $810,105.00 by charter
amendment recorded this date.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 27th day of November, A.D. 1962.
/S/ DUDLEY A. GUGLIELMO
- -------------------------
COMMISSIONER OF INSURANCE
AUTHENTIC ACT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned authority, and in the presence of the
undersigned competent witnesses, personally came GARY J. ANDERSON, acting for
UNITED SECURITY LIFE INSURANCE COMPANY, a corporation organized under the laws
of the State of Louisiana, having its registered office in the Parish of East
Baton Rouge, who did declare that:
Pursuant to a resolution of the stockholders of the corporation adopted
at the annual meeting called for that purpose, held on the 19th of February,
1962, at the office of the corporation at Baton Rouge, Louisiana, a certified
copy of an extract of the minutes of which is annexed, he now appears for the
purpose of executing this act of amendment and putting into authentic form the
amendment agreed to by a vote of more than two-thirds (2/3rds) of the
stockholders of the corporation.
Appearer further declared that, by vote of more than two-thirds (2/3rds)
of the stockholders present in person or by proxy at the annual meeting held on
the above date, it was resolved that the following Articles of Incorporation of
United Security Life Insurance Company be amended so as to read as follows:
"ARTICLE VI
The capital stock of this corporation is hereby fixed at the sum of
$810,105.00, with a paid-in surplus of not less than $1,972,500, divided into
and represented by 270,035 shares of stock with a par value of Three and No/100
( $3.00) Dollars per share. Stock in this corporation shall be paid in cash."
THUS DONE, READ AND SIGNED in my office in the City of Baton Rouge, State
of Louisiana, this 19th day of February, 1962.
WITNESSES:
/s/ L. F. [last name illegible] /s/ Gary J. Anderson
- -------------------------------------- ------------------------------
signature illegible signature illegible
- --------------------------------------- ------------------------------
NOTARY PUBLIC
APPROVED FOR RECORDATION
Date: [handwritten & illegible]
- --------------------------------------------
[signature illegible]
- --------------------------------------------
Commissioner of Insurance
EXTRACT FROM THE MINUTES OF A MEETING OF THE STOCKHOLDERS
OF UNITED SECURITY LIFE INSURANCE COMPANY
The following resolution was duly offered by Mr. Joe Abbott:
BE IT RESOLVED THAT:
The Articles of Incorporation of this corporation be amended so as to
authorize the Issuance of 15,285 additional shares of the capital stock of this
corporation, having a par value of $3.00 per share. In order to enable the
corporation to pay stock dividend of one share of stock for each 16-2/3 shares
of stock outstanding,, payable in stock of the corporation, except that the part
of the dividend which would be represented by fractional shares shall be paid in
cash and the number of shares necessary to pay this amount be sold for cash for
the account of the shareholders without regard to shareholders' pre-emptive
rights.
BE IT FURTHER RESOLVED THAT:
To this end Article VI of the Articles of Incorporation of this
corporation be amended so as to read as follows:
"The capital stock of this corporation is hereby fixed at the sum of
$810,105.00, with a paid-in surplus of not less than $1,972,500.00, divided into
and represented by 270,035 shares of stock having a par value of Three and
No/100 ($3.00) Dollars per share. Stock in this corporation shall be paid for in
cash."
BE IT FURTHER RESOLVED THAT:
Gary Anderson, President of this corporation, be and he is hereby
authorized to appear before a Notary Public and execute an authentic act setting
forth an amendment to the Articles of Incorporation.
This resolution was duly seconded by Mr. Alvin Mack.
C E R T I F I C A T E
I, the undersigned, do hereby certify that I am the duly elected
Secretary of United Security Life Insurance Company, and that the above and
foregoing resolution was adopted by the Board of Directors of the Company at a
meeting held by them on the 19th day of February, 1962.
/s/ A. K. McGREW
-------------------------
A. K. McGrew, Secretary
OFFICE OF THE CLERK OF COURT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify the foregoing to be a TRUE COPY of the Amendment to the
Original Charter of UNITED SECURITY LIFE INSURANCE COMPANY which was filed for
record in this office at 11:50 o'clock A. M., on the 21st day of November, 1962,
and duly recorded the same day in Charter Book No. ---------------, Folio No.
- ----------------- of the Mortgage Records of this Parish, being Original Number
83, in bundle No. 5245.
Given under my hand and seal of office this the 21st day of November,
1962.
/s/ Jackie Scullin
-----------------------
Deputy Clerk & Recorder
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of Amendment to the Charter dated July
5, 1961 for UNITED SECURITY LIFE INSURANCE COMPANY on file in the Commissioner
of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
RUFUS D. HAYES
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
a certified copy of amendment to the charter of the UNITED SECURITY LIFE
INSURANCE COMPANY, an insurance company organized under the laws of the State of
Louisiana, domiciled at Baton Rouge, Louisiana, Parish of East Baton Rouge,
being by act before Frank L. Maraist, Notary in and for Parish of East Baton
Rouge, State of Louisiana, on the 26th day of June, 1961, and recorded in
Original Book of the Mortgage Records of the Parish of East Baton Rouge, on the
28th day of June , 1961 at 10:42 a..m., was filed in this office at 3:15 p.m. on
the 5th day of July, 1961.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 5th day of July, A.D. 1961.
/S/ DUDLEY A. GUGLIELMO
- -------------------------
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
RUFUS D. HAYES
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
the capital stock of the UNITED SECURITY LIFE INSURANCE COMPANY, domiciled at
Baton Rouge, Louisiana, was increased by charter amendment filed this date from
$404,250.00 to $764,250.00.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 5th day of July, A.D. 1961.
/S/ DUDLEY A. GUGLIELMO
- --------------------------
COMMISSIONER OF INSURANCE
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned authority, and in the presence of the
undersigned competent witnesses, personally came and appeared:
GARY J. ANDERSON, acting for UNITED SECURITY LIFE INSURANCE COMPANY, an
insurance corporation organized under the laws of the State of Louisiana,
domiciled in the Parish of East Baton Rouge, state of Louisiana,
who did declare that, pursuant to the unanimous vote of its Board of Directors,
ratified by the unanimous vote of the shareholders voting, which was more than
two-thirds (2/3rds) of the total number of shareholders of the corporation, at a
meeting called and held for that purpose, at the registered office of the
corporation, at Baton Rouge, Louisiana, on the 26th day of June, 1961, after a
notice of the meeting was published once a week for four consecutive weeks in
the Morning Advocate, official journal of the Parish of East Baton Rouge,
Louisiana, a certified copy of the minutes of each meeting being attached
hereto, he now appears for the purpose of executing this act of amendment and
putting into authentic form the amendments agreed to by the unanimous vote of
the Board of Directors and by the unanimous vote of the shareholders of the
corporation.
Appearer further declared that, by unanimous of all directors and by the
unanimous vote of the shareholders present at a special meeting held; as set
forth above, it was resolved that the following article of the articles of
incorporation of United Security Life Insurance Company be amended to read as
follows:
VI.
The capital stock of this corporation is hereby fixed at Seven Hundred
Sixty-four Thousand Two Hundred Fifty and No/100 ($764,250.00) Dollars, with a
paid-in surplus of not less than One Million Nine Hundred Seventy-two Thousand
Five Hundred and No/100 ($1,972,500.00) Dollars, divided into and represented by
254,750 shares of stock with a par value of Three and No/100 ( $3.00) Dollars
per share. The stock in this corporation shall be paid in cash."
THUS DONE, READ AND SIGNED in my office in the City of Baton Rouge,
Louisiana, this 26th day of June, 1961.
WITNESSES: UNITED SECURITY LIFE INSURANCE COMPANY
/s/ S. S. Colvert /s/ Gary J. Anderson
- --------------------------------------- --------------------------------------
Gary J. Anderson, President
/s/ Dora A. Erfurt /a/ Frank L. Maraist
- --------------------------------------- --------------------------------------
NOTARY PUBLIC
EXTRACT FROM THE MINUTES OF A SPECIAL MEETING OF THE SHAREHOLDERS
OF UNITED SECURITY LIFE INSURANCE COMPANY
A special meeting of the shareholders of United Security Life Insurance
Company was held at the office of the corporation on the 26th day of June, 1961,
at 2:00 P.M. Ninety-two per cent of the shareholders were present in person or
by proxy.
The Secretary announced that notice had been mailed to each stockholder
at least thirty days prior to the date of the meeting, that notice of the
special meeting had been published once a week for four consecutive weeks in the
official journal of East Baton Rouge Parish, Louisiana, that is, in the Morning
Advocate, and that the increase in the amount of capital stock of the
corporation has been proposed and approved by the unanimous vote of the Board of
Directors.
Thereupon, the following resolution was offered:
BE IT RESOLVED THAT:
The articles of incorporation of this corporation be amended to authorize
the issuance of additional capital stock of the corporation, and, to this end,
Article VI of the articles of incorporation be amended to read as follows:
VI .
The capital stock of this corporation is hereby fixed at Seven Hundred
Sixty-four Thousand Two Hundred Fifty and No/100 ($764,250.00) Dollars, with a
paid-in surplus of not less than One Million Nine Hundred Seventy-two Thousand
Five Hundred and No/100 ($1,972,500.00) Dollars, divided into and represented by
254,750 shares of stock with a par value of Three and No/100 ( $3.00) Dollars
per share. The stock in this corporation shall be paid in cash."
BE IT FURTHER RESOLVED THAT:
Gary Anderson, President of this corporation, be and he is hereby
authorized to execute an authentic act setting forth this amendment to the
articles of incorporation thus adopted.
This resolution was duly seconded by Mr. Alvin Mack. After discussion, it
was unanimously adopted.
C E R T I F I C A T E
I, A. K. McGrew, do hereby certify that I am the duly elected Secretary
of United Security Life Insurance Company, and that the above and foregoing
resolution was unanimously adopted by the shareholders of the corporation at a
meeting held by them on the 26th day of June, 1961, at the office of the
corporation, at which meeting 92 per cent of the shareholders were present in
person or by proxy, and voted unanimously in favor thereof.
/s/ A. K. McGREW
-----------------------
Secretary
OFFICE OF THE CLERK OF COURT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify the foregoing to be a TRUE COPY of the Amendment to the
Original Charter of UNITED SECURITY LIFE INSURANCE COMPANY which was filed for
record in this office at 10:42 o'clock A. M., on the 28th day of June, 1961, and
duly recorded the same day in Charter Book No. ---------------, Folio No.
- ----------------- of the Mortgage Records of this Parish, being Original Number
89, in bundle No. 4917.
Given under my hand and seal of office this the 28th day of June, 1961.
/s/ Jackie Scullin
--------------------------
Deputy Clerk & Recorder
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of Amendment to the Charter dated June
16, 1959 for UNITED SECURITY LIFE INSURANCE COMPANY on file in the Commissioner
of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
RUFUS D. HAYES
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
the capital stock of the UNITED SECURITY LIFE INSURANCE COMPANY, Baton Rouge,
Louisiana, was increased from $239,250.00 to [black spot covering up amount] by
charter amendment filed on June 15th, 1959.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 16th day of June, A.D. 1959.
[unsigned line]
- -------------------------
COMMISSIONER OF INSURANCE
CERTIFICATE WITH RESPECT TO INCREASE OF CAPITAL STOCK
OF UNITED SECURITY LIFE INSURANCE COMPANY
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
We, RAY A. ABBOTT, LLOYD COLLETTE, GARY ANDERSON, A. K. MCGREW, and FLOYD
CROTWELL, constituting more than a majority of the directors of United Security
Life Insurance Company, do hereby certify that the capital stock of this
corporation has been increased to the total sum of Four Hundred Four Thousand
Two Hundred Fifty and No/100 Dollars, with a total paid-in surplus of Nine
Hundred Fifty-One Thousand Three Hundred Fifty-Nine and 43/100, divided into and
represented by One Hundred Thirty-Four Thousand Seven Hundred Fifty shares of
stock, with a par value of Three and no/100 Dollars per share. We further
certify that this increase in capital stock was duly authorized at a regular
meeting of the Board of Directors of the corporation on the 17th day of
November, 1958, and was duly ratified and confirmed at a stockholders' meeting
on the 18th day of February, 1959.
We further certify that, of the authorized increase, Fifty-five Thousand
shares have been issued and have been paid for in cash, and that United Security
Life Insurance Company has received the sum of Five Hundred Fifty Thousand and
No/100 ($550,000.00) Dollars in cash in payment for these shares.
/s/ RAY A. ABBOTT
----------------------------------------
Ray A. Abbott
/S/ LLOYD COLLETTE
----------------------------------------
Lloyd Collette
/s/ GARY ANDERSON
----------------------------------------
Gary Anderson
/S/ A. K. McGREW
----------------------------------------
A. K. McGrew
/s/ C. G. SMITH
----------------------------------------
C. G. Smith
Sworn to and subscribed before me at Baton Rouge, Louisiana, this 1st day
of June, 1959.
/s/ J. NOLAND SINGLETARY
------------------------------------
Notary Public
Law Offices
Sanders, Miller, Downing
Rubin & Kean
Baton Rouge, Louisiana
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned authority, and in the presence of the
undersigned competent witnesses, personally appeared LLOYD F. COLLETTE, herein
acting for United Security Life Insurance Company, a corporation organized under
the laws of the State of Louisiana, maintaining its registered office in the
Parish of Lafayette, who did declare that pursuant to a resolution of the
stockholders of the corporation adopted at a special meeting called for that
purpose, held on the 18th of February, 1959, at the office of the corporation at
Lafayette, Louisiana, a certified copy of the minutes of which meeting is
annexed hereto, he now appears for the purpose of executing this act of
amendment and putting into authentic form the amendments so agreed to by the
unanimous vote of all of the stockholders of the corporation.
Appearer further declared that, by unanimous vote of all of the
stockholders present at the special meeting held on the above date, it was
resolved that the following articles of incorporation of United Security Life
Insurance Company be amended to read as follows:
ARTICLE I
"The name of this insurance corporation is UNITED SECURITY LIFE INSURANCE
COMPANY, and its domicile shall be in the City of Baton Rouge, Parish of East
Baton Rouge, State of Louisiana."
ARTICLE VI
The capital stock of this corporation is hereby fixed at the sum of Four
Hundred Four Thousand Two Hundred Fifty and No/100 ($404,250.00) Dollars, with a
paid-in surplus of not less than Nine Hundred Fifty-One Thousand Three Hundred
Fifty-Nine and 43/100 ($951,359.43) Dollars, divided into and represented by One
Hundred Thirty-Four Thousand Seven Hundred Fifty (134,750) shares of stock, with
a par value of Three and no/100 ($3.00) Dollars per share. Stock in this
corporation shall be paid for in cash.
THUS DONE, READ AND SIGNED in my office in the City of Baton Rouge, State
of Louisiana, this 1st day of June, 1959.
WITNESSES:
/S/ Alvin G. Mack /s/ Lloyd F. Collette
- --------------------- -------------------------------
/S/ Gary J. Anderson /s/ J. Noland Singletary
- --------------------- -------------------------------
Notary Public
CERTIFICATE WITH RESPECT TO INCREASE OF CAPITAL STOCK
OF UNITED SECURITY LIFE INSURANCE COMPANY
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
We, RAY A. ABBOTT, LLOYD COLLETTE, GARY ANDERSON, A. K. MCGREW, and FLOYD
CROTWELL, constituting more than a majority of the directors of United Security
Life Insurance Company, do hereby certify that the capital stock of this
corporation has been increased to the total sum of Four Hundred Four Thousand
Two Hundred Fifty and No/100 Dollars, with a total paid-in surplus of Nine
Hundred Fifty-One Thousand Three Hundred Fifty-Nine and 43/100, divided into and
represented by One Hundred Thirty-Four Thousand Seven Hundred Fifty shares of
stock, with a par value of Three and no/100 ($3.00) Dollars per share. We
further certify that this increase in capital stock was duly authorized at a
regular meeting of the Board of Directors of the corporation on the 17th day of
November, 1958, and was duly ratified and confirmed at a stockholders' meeting
on the 18th day of February, 1959.
We further certify that, of the authorized increase, Fifty-five Thousand
shares have been issued and have been paid for in cash, and that United Security
Life Insurance Company has received the sum of Five Hundred Fifty Thousand and
No/100 ($550,000.00) Dollars in cash in payment for these shares.
/s/ RAY A. ABBOTT
----------------------------------------
Ray A. Abbott
/S/ LLOYD COLLETTE
----------------------------------------
Lloyd Collette
/s/ GARY ANDERSON
----------------------------------------
Gary Anderson
/S/ A. K. McGREW
----------------------------------------
A. K. McGrew
/s/ C. G. SMITH
----------------------------------------
C. G. Smith
Sworn to and subscribed before me at Baton Rouge, Louisiana, this 1st day
of June, 1959.
/s/ J. NOLAND SINGLETARY
------------------------------------
Notary Public
June 1, 1959
Honorable Wade O. Martin, Jr.
Secretary of State
State Capitol
Baton Rouge, Louisiana
Dear Mr. Martin:
RE: United Security Life Insurance Co.
Enclosed herewith is amendment to the charter of the above-named insurer,
increasing its capital stock to $404,250.00 and changing the domicile of the
company from Lafayette to Baton Rouge, Louisiana. This amendment is approved for
recordation in accordance with the provisions of Title 22:33, L.R.S.
Please indicate on the attached copy hereof the date of this recordation
and return to us.
Yours sincerely,
RUFUS D. HAYES
Commissioner of Insurance
RDH/sft-1
encl.
OFFICE OF THE CLERK OF COURT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I hereby certify the foregoing to be a TRUE COPY of the Amendment to the
Original Charter of UNITED SECURITY LIFE INSURANCE COMPANY which was filed for
record in this office at 8:45 o'clock A. M., on the 1st day of June, 1959, and
duly recorded the same day in Charter Book No. ---------------, Folio No.
- ----------------- of the Mortgage Records of this Parish, being Original Number
30, in bundle No. 4425.
Given under my hand and seal of office this the 1st day of June, 1959.
[first name illegible] Wolff
--------------------------------------------
Deputy Clerk & Recorder
[State Seal of Louisiana which is an ADULT PELICAN WITH WINGS OUT-SPREAD
ENCIRCLING THREE BABY PELICAN IN NEST UNDER HER BEAK. ACROSS FRONT OF NEST ON A
BANNER ARE THE WORDS: UNION JUSTICE AND CONFIDENCE. The illustration is encased
in a circle to the left of the following words:]
STATE OF LOUISIANA
COMMISSIONER OF INSURANCE
Baton Rouge
RUFUS D. HAYES
Commissioner June 17, 1959
NOTICE
The UNITED SECURITY LIFE INSURANCE COMPANY, by charter amendment, changed
its domicile from LAFAYETTE, LOUISIANA to BATON ROUGE, LOUISIANA,
effective 6/16/59.
DAG/sft D. A. GUGLIELMO, Deputy
Commissioner of Insurance
June 16, 1959
United Security Life Insurance Co.
Box 2047
American Bank Building
Baton Rouge, Louisiana
Gentlemen:
In accordance with the recent amendment of your charter, we are enclosing
herewith amended certificate of authority showing the change in your domicile
from Lafayette to Baton Rouge. We are also enclosing herewith certificate of
capital stock increase showing the increase in your capital stock from
$239,250.00 to $404,250.00, along with our invoice covering both certificates.
Yours sincerely,
RDH/sft-1 RUFUS D. HAYES
encl. Commissioner of Insurance
[State Seal of Louisiana which is an ADULT PELICAN WITH WINGS OUT-SPREAD
ENCIRCLING THREE BABY PELICAN IN NEST UNDER HER BEAK. ACROSS FRONT OF NEST ON A
BANNER ARE THE WORDS: UNION JUSTICE AND CONFIDENCE. The illustration is encased
in a circle.]
RUFUS D. HAYES
Commissioner
STATE OF LOUISIANA
COMMISSIONER OF INSURANCE
BATON ROUGE
AMENDED
COMPANY'S CERTIFICATE OF AUTHORITY
Whereas, the United Security Life Insurance Company located at Baton
Rouge, Louisiana, has applied for a certificate of authority and made filings
required of such Insurer:
Therefore, I, RUFUS D. HAYES, the undersigned, Commissioner of Insurance,
do hereby certify that the said United Security Life Insurance Company is
authorized to transact its appropriate business of Life, Health and Accident
Insurance in ____________________ this State, in accordance with the laws
thereof, for the period of June 16th, 1959, through March 31, 1960, unless this
certificate shall be sooner revoked.
In Testimony Whereof, I hereunto subscribe my name And affix the seal of my
office at Baton Rouge, this ___ day of ________ A.D. 19__
----------------------------------------------------------------
Commissioner of Insurance
----------------------------------------------------------------
[State Seal of Louisiana which is an ADULT PELICAN WITH WINGS OUT-SPREAD
ENCIRCLING THREE BABY PELICAN IN NEST UNDER HER BEAK. ACROSS FRONT OF NEST ON A
BANNER ARE THE WORDS: UNION JUSTICE AND CONFIDENCE. The illustration is encased
in a circle.]
RUFUS D. HAYES STATE OF LOUISIANA
Commissioner COMMISSIONER OF INSURANCE
Baton Rouge
June 1, 1959
[stamped]
RECEIVED JUN 15, 1959
RUFUS D. HAYES
COMMISSIONER OF INSURANCE
Honorable Wade O. Martin, Jr.
Secretary of State
State Capitol
Baton Rouge, Louisiana
Dear Mr. Martin:
RE: United Security Life Insurance Co.
Enclosed herewith is amendment to the charter of the above-named insurer,
increasing its capital stock to $404,250.00 and changing the domicile of the
company from Lafayette to Baton Rouge, Louisiana. This amendment is approved for
recordation in accordance with the provisions of Title 22:33, L.R.S.
Please indicate on the attached copy hereof the date of this recordation
and return to us.
Yours sincerely,
RUFUS D. HAYES
Commissioner of Insurance
RDH/sft-1
encl.
Filed and recorded in Secretary of States office on June 15, 1959
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of Amendment to the Charter dated
December 19, 1957 for UNITED SECURITY LIFE INSURANCE COMPANY on file in the
Commissioner of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned authority, and in the presence of the
undersigned competent witnesses, personally came and appeared RAY A. ABBOTT and
LLOYD F. COLLETTE, herein acting for Traders Industrial Life Insurance Company,
a corporation organized under the laws of the State of Louisiana, maintaining
its registered office in the Parish of Lafayette, who did declare that pursuant
to a resolution of the shareholders of the corporation adopted at a special
meeting called for that purpose, held on the 7th of December, 1957, at the
office of the corporation at Baton Rouge, Louisiana, a certified copy of the
minutes of which meeting is annexed hereto, they now appear for the purpose of
executing this authentic act setting forth these amendments and additions and
putting into authentic form the amendments and additions so agreed to by the
unanimous vote of all of the shareholders of the corporation.
Appearer further declared that, by unanimous vote of all of the
stockholders of the corporation, it was resolved that the following Articles of
the Charter of Traders Industrial Life Insurance Company, be amended to read as
follows:
ARTICLE I.
The name of this insurance corporation is UNITED SECURITY LIFE INSURANCE
COMPANY, and its domicile shall be in the City of Lafayette, Parish of
Lafayette, State of Louisiana.
ARTICLE III.
The objects and purposes for which this corporation is organized and the
nature of the business to be carried on by it are stated and declared to be
as follows:
A. To engage in the life insurance and the industrial life insurance
business, as both of these may now or hereafter be defined by law, and
particularly the business of issuing insurance on human lives and
insurance appertaining thereto or connected therewith, including
particularly, but not way of limitation, the granting of annuities or
survivorship benefits, additional benefits in the event of death by
accident, additional benefits in the event of total or permanent
disability of the insured, and optional modes of settlement of
proceeds, all in either participating or non participating policies.
B. To engage in the health and accident insurance business, as that may
be now or hereafter defined by law, and including particularly, but
not by way of limitation, the business of issuing insurance against
bodily injury, disability, or death by accident, or against disability
resulting from sickness and every type of insurance appertaining
thereto.
C. To issue any other type of insurance policy which may be permitted to
be issued by a life insurance company by law, now or in the future,
including particularly, but not by way of limitation, variable
annuities, retirement insurance, group insurance, credit life
insurance, pension plans, and any and all other types of insurance or
benefit policy which may be permitted by law to be issued.
D. To engage in every other business in which an insurance company may
lawfully engage under the laws of the State of Louisiana.
ARTICLE VI.
The capital stock of this corporation is hereby fixed at the sum of Two
Hundred Seventeen Thousand Five Hundred and No/100 ($217,500.00) Dollars,
with a paid-in surplus of not less than Two Hundred Seventeen Thousand Five
Hundred and No/100 ($217,500.00) Dollars , divided into and represented by
72,500 shares of stock with a par value of Three and no/100 ($3.00) Dollars
per share. The minimum capital with which the corporation shall begin
business is hereby fixed at the sum of Two Hundred Seventeen Thousand Five
Hundred and No/100 ($217,500.00) Dollars with a paid-in surplus of Two
Hundred Seventeen Thousand Five Hundred and No/100 ($217,500.00) Dollars,
which said stock shall be paid for in cash. No certificates of shares and
no policies shall be issued by this corporation until the whole capital and
paid-in surplus specified above has been paid and this has been done as of
the date of this amendment.
ARTICLE VII.
A. All of the corporate powers of this corporation shall be vested in and
exercised by a Board of Directors to be composed of not less than five
(5) nor more than twenty-one (21) stockholders, as may be determined
by the Board of Directors from time to time by resolution, and the
directors shall hold office for one year or until their successors are
duly elected and qualified.
B. A majority in number of the directors shall constitute a quorum and the
majority of those in attendance may transact business. If now or hereafter
provided by law a director may vote in person or by proxy.
C. The general annual meeting of the shareholders of the corporation, and
at which the election of directors shall take place, shall be held at the
registered office of the corporation, unless otherwise specified in the
by-laws, on the third Wednesday in February of each year, or on the first
business day thereafter when such day is a legal holiday, beginning with
1959, unless or until otherwise provided in the by-laws.
D. All such elections shall be held by ballot under such regulations as may
be established by the Board of Directors and they shall be conducted at the
office of the corporation unless otherwise specified in the by-laws.
E. Notice of such election shall be given by the Secretary of this
corporation by written notice delivered personally to each stockholder or
by depositing same in the post office addressed to each stockholder at his
last known post office address at least ten (10) days before such meeting.
F. At all such elections and at all corporate meetings, each stockholder
shall be entitled to one vote in person or by written proxy for each share
of stock that stands in his name on the books of the company not in [word
illegible] of limitations provided by law.
G. Any vacancy occurring among the directors by death, resignation or
otherwise shall be filled by election for the remainder of the term by the
remaining directors.
H. Failure to elect directors on the date above specified shall neither
dissolve the corporation or impair its corporate management, but the
directors then in office shall remain in office until their successors are
elected and qualified.
I. The Board of Directors shall elect from their number a Chairman of the
Board of Directors, a president, one or more vice-presidents, as determined
by the Board, a secretary and a treasurer; however, the offices of
secretary and treasurer may be combined and may be held by one individual,
either or both of whom may or may not be a member of the Board of
Directors, and the Board shall have the power and authority to determine
the seniority of the vice-presidents. The Board of Directors is further
authorized and empowered to elect any number of non-resident
vice-presidents who may or may not be members of the Board or stockholders
of the Company.
J. The Board shall also name as many assistant secretaries and assistant
treasurers as it may deem necessary and proper for the management of the
affairs of this corporation. The offices of assistant secretary and
assistant treasurer may be combined and may be held by one individual. The
Board may name, from time to time, all other officers, agents, attorneys
and committees as it may deem necessary for the purpose and business of the
corporation, and it shall have power to fix and define the duties of every
officer and employee and all officers and employees shall hold office and
employment at the pleasure of the Board.
K. The Board of Directors may make and establish, as well as alter and
amend, any and all by-laws, rules and regulations necessary and proper in
its judgment for the conduct, support and management of the business and
affairs of said corporation, or fixing or increasing their own
compensation.
ARTICLE X.
The officers of the company are declared to be:
Ray A. Abbott - Chairman of the Board of Directors
Lloyd Collette - President
Dr. Chaney Joseph - Vice-President
Gary Anderson - Executive Vice-President
A. K. McGrew - Secretary
Floyd Crotwell - Treasurer.
Appearer further declared that, by unanimous vote of all of the
shareholders of the corporation, it was resolved that the following
articles be added to the articles of incorporation of United Security Life
Insurance Company, formerly Traders Industrial Life Insurance Company, to
read as follows:
ARTICLE XII.
A. This act of incorporation may be changed, altered, or modified or
amended or said corporation may be dissolved with the assent of two-thirds
of the capital stock represented in person or by proxy at a general meeting
of stockholders convened for such purposes, and after notice shall have
been given in one or more daily newspapers published in the City of Baton
Rouge, Parish of East Baton Rouge, Louisiana, once a week for at least two
weeks preceding the meeting, or for such other period as shall be required
by the laws of Louisiana, and by written notice to each stockholder, mailed
to him at his last known post office address not less than 10 days prior to
the date of the meeting or at such longer time prior to the meeting as
shall be required by the laws of Louisiana.
B. Any changes proposed or made in reference to the capital stock shall be
so made in accordance with the laws in force on the subject of increasing
or decreasing the capital stock of the corporation and of the charter
hereby created.
ARTICLE XIII.
No stockholder shall ever be held liable for the contracts or defaults of
this corporation in any future sum than the unpaid balance due the
corporation on the shares of stock owned by him, nor shall any mere
informality in organization have the effect of rendering this charter null
or of exposing any stockholder to any liability beyond the unpaid balance,
if any, of his stock.
THUS DONE, READ AND SIGNED in my office in the City of Baton Rouge, State
of Louisiana, this 7th day of December, 1957, in the presence of the undersigned
competent witnesses, and me, Notary.
WITNESSES:
/S/ Dora A. Erfurt /s/ Ray A. Abbott
- --------------------- ----------------------------------------
Ray A. Abbott
[signature illegible] /s/ Lloyd F. Collette
- --------------------- -----------------------------------------
Lloyd F. Collette
[signature illegible]
-----------------------------------------
Notary Public
SPECIAL MEETING OF THE STOCKHOLDERS OF
TRADERS INDUSTRIAL LIFE INSURANCE COMPANY
A special meeting of the stockholders of Traders Industrial Life
Insurance Company was held at the office of the corporation on the 7th day of
December, 1957, after due and legal notice had been given to the stockholders
thirty days before the meeting. All of the stockholders were present in person
or by proxy.
On motion, duly made and recorded, Ray A. Abbott was elected Chairman of
the stockholders meeting and Lloyd F. Collette was elected Secretary of the
stockholders meeting.
The following resolution was duly offered by Mr. Crotwell:
BE IT RESOLVED THAT:
The articles of incorporation of Traders Industrial Life Insurance
Company be and they are hereby amended as follows:
ARTICLE I.
The name of this insurance corporation is UNITED SECURITY LIFE INSURANCE
COMPANY, and its domicile shall be in the City of Lafayette, Parish of
Lafayette, State of Louisiana.
ARTICLE II.
The objects and purposes for which this corporation is organized and the
nature of the business to be carried on by it are stated and declared to be
as follows:
A. To engage in the life insurance and the industrial life insurance
business, as both of these may now or hereafter be defined by law, and
particularly the business of issuing insurance on human lives and
insurance appertaining thereto or connected therewith, including
particularly, but not way of limitation, the granting of annuities or
survivorship benefits, additional benefits in the event of death by
accident, additional benefits in event of total or permanent
disability of the insured, and optional modes of settlement of
proceeds, all in either participating or non participating policies.
B. To engage in the health and accident insurance business, as that may
be now or hereafter defined by law, and including particularly, but
not by way of limitation, the business of issuing insurance against
bodily injury, disability, or death by accident, or against disability
resulting from sickness and every type of insurance appertaining
thereto.
C. To issue any other type of insurance policy which may be permitted to
be issued by a life insurance company by law, now or in the future,
including particularly, but not by way of limitation, variable
annuities, retirement insurance, group insurance, credit life
insurance, pension plans, and any and all other types of insurance or
benefit policy which may be permitted by law to be issued.
D. To engage in every other business in which an insurance company may
lawfully engage under the laws of the State of Louisiana.
ARTICLE VI.
The capital stock of this corporation is hereby fixed at the sum of Two
Hundred Seventeen Thousand Five Hundred and No/100 ($217,500.00) Dollars,
with a paid-in surplus of Two Hundred Seventeen Thousand Five Hundred and
No/100 ($217,500.00) Dollars , divided into and represented by 72,500
shares of stock with a par value of Three and no/100 ($3.00) Dollars per
share. The minimum capital with which this corporation shall begin business
is hereby fixed at the sum of Two Hundred Seventeen Thousand Five Hundred
and No/100 ($217,500.00) Dollars with a paid-in surplus of Two Hundred
Seventeen Thousand Five Hundred and No/100 ($217,500.00) Dollars, which
said stock shall be paid for in cash. No certificates of shares and no
policies shall be issued by this corporation until the whole capital and
paid-in surplus specified above has been paid and this has been done as of
the date of this amendment.
ARTICLE VII.
A. All of the corporate powers of this corporation shall be vested in and
exercised by a Board of Directors to be composed of not less than five
(5) nor more than twenty-one (21) stockholders, as may be determined
by the Board of Directors from time to time by resolution, and the
directors shall hold office for one year or until their successors are
duly elected and qualified.
B. A majority in number of the directors shall constitute a quorum and
the majority of those in attendance may transact business. If now or
hereafter provided by law a director may vote in person or by proxy.
C. The general annual meeting of the shareholders of the corporation, and
at which the election of directors shall take place, shall be held at
the registered office of the corporation, unless otherwise specified
in the by-laws, on the third Wednesday in February of each year, or on
the first business day thereafter when such day is a legal holiday,
beginning with 1959, unless or until otherwise provided in the
by-laws.
D. All such elections shall be held by ballot under such regulations as
may be established by the Board of Directors and they shall be
conducted at the office of the corporation unless otherwise specified
in the by-laws.
E. Notice of such election shall be given by the Secretary of this
corporation by written notice delivered personally to each stockholder
or by depositing same in the post office addressed to each stockholder
at his last known post office address at least ten (10) days before
such meeting.
F. At all such elections and at all corporate meetings, each stockholder
shall be entitled to one vote in person or by written proxy for each
share of stock that stands in his name on the books of the company not
in [word illegible] of limitations provided by law.
G. Any vacancy occurring among the directors by death, resignation or
otherwise shall be filled by election for the remainder of the term by
the remaining directors.
H. Failure to elect directors on the date above specified shall neither
dissolve the corporation or impair its corporate management, but the
directors then in office shall remain in office until their successors
are elected and qualified.
I. The Board of Directors shall elect from their number a Chairman of the
Board of Directors, a president, one or more vice-presidents, as
determined by the Board, a secretary and a treasurer; however, the
offices of secretary and treasurer may be combined and may be held by
one individual, either or both of whom may or may not be a member of
the Board of Directors, and the Board shall have the power and
authority to determine the seniority of the vice-presidents. The Board
of Directors is further authorized and empowered to elect any number
of non-resident vice-presidents who may or may not be members of the
Board or stockholders of the Company.
J. The Board shall also name as many assistant secretaries and assistant
treasurers as it may deem necessary and proper for the management of
the affairs of this corporation. The offices of assistant secretary
and assistant treasurer may be combined and may be held by one
individual. The Board may name, from time to time, all other officers,
agents, attorneys and committees as it may deem necessary for the
purpose and business of the corporation, and it shall have power to
fix and define the duties of every officer and employee and all
officers and employees shall hold office and employment at the
pleasure of the Board.
K. The Board of Directors may make and establish, as well as alter and
amend, any and all by-laws, rules and regulations necessary and proper
in its judgment for the conduct, support and management of the
business and affairs of said corporation, or fixing or increasing
their own compensation.
ARTICLE X.
The officers of the company are declared to be:
Ray A. Abbott - Chairman of the Board of Directors
Lloyd Collette - President
Dr. Chaney Joseph - Vice-President
Gary Anderson - Executive Vice-President
A. K. McGrew - Secretary
Floyd Crotwell - Treasurer.
BE IT FURTHER RESOLVED THAT:
The following articles be added to the articles of incorporation of
United Security Life Insurance Company, formerly Traders Industrial Life
Insurance Company, to read as follows:
ARTICLE XII.
A. This act of incorporation may be changed, altered, or modified or
amended or said corporation may be dissolved with the assent of
two-thirds of the capital stock represented in person or by proxy at a
general meeting of stockholders convened for such purposes, and after
notice shall have been given in one or more daily newspapers published
in the City of Baton Rouge, Parish of East Baton Rouge, Louisiana,
once a week for at least two weeks preceding the meeting, or for such
other period as shall be required by the laws of Louisiana, and by
written notice to each stockholder, mailed to him at his last known
post office address not less than 10 days prior to the date of the
meeting or at such longer time prior to the meeting as shall be
required by the laws of Louisiana.
B. Any changes proposed or made in reference to the capital stock shall
be so made in accordance with the laws in force on the subject of
increasing or decreasing the capital stock of the corporation and of
the charter hereby created.
ARTICLE XIII.
No stockholder shall ever be held liable for the contracts or defaults of
this corporation in any future sum than the unpaid balance due the
corporation on the shares of stock owned by him, nor shall any mere
informality in organization have the effect of rendering this charter null
or of exposing any stockholder to any liability beyond the unpaid balance,
if any, of his stock.
BE IT FURTHER RESOLVED THAT:
Ray A. Abbott and Lloyd F. Collette be and they are hereby duly named and
designated to appear before any competent Notary Public to execute an authentic
act setting forth these amendments and additions, and the manner of adoption
thereof, and to execute all instruments and affidavits necessary for the purpose
of carrying these resolutions into effect.
The resolution was duly seconded by Mr. Collette and was thereupon
unanimously adopted.
Mr. Crotwell stated that, in view of two amendments which were just adopted
it would be necessary to recapitalize the corporation. He suggested
consideration of a plan of recapitalization, a copy of which is attached. The
following resolution was duly offered by Mr. Crotwell:
BE IT RESOLVED THAT:
The attached plan of recapitalization be and it is hereby approved and
adopted:
The motion was duly seconded; after discussion, it was unanimously adopted.
There being no further business to come before the meeting, the meeting was
adjourned. Baton Rouge, Louisiana, this ------------- day of
- ---------------------, 1957.
/s/ Ray A. Abbott
- -------------------------------
Ray A. Abbott, Chairman
/s/ Lloyd F. Collette
- --------------------------------
Lloyd F. Collette, Secretary
CERTIFICATE
I hereby certify that I am the Secretary of Traders Industrial Life
Insurance Company for the stockholders meeting held on December 7, 19[year not
visible] and that the foregoing is a true and correct copy of the minutes of the
meeting [3 illegible words] and of the resolutions adopted at said meeting and
that these are in full force and effect.
Baton Rouge, Louisiana, this 7th day of September, 1957 .
[ recordation stamp placed to the left of the secretary's signature]
/s/ Lloyd F. Collette
- -------------------------
Lloyd F. Collette, Secretary
CLERK OF COURT
LAFAYETTE, LA
DEC 19 8 31 AM '57
CHARTER 9 BNDL 530
/S/ JOHN I. COMEAUX
- ---------------------
CLERK OF COURT
[stamped sideways in the left margin]
A TRUE COPY
Lafayette, LA 12-19-57 CERTIFIED A TRUE COPY:
/s/ JOHN I. COMEAUX /s/ Lloyd F. Collette
- ------------------- ---------------------------
CLERK OF COURT
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of Amendment to the Charter dated June
2, 1956 for TRADERS INDUSTRIAL LIFE INSURANCE COMPANY on file in the
Commissioner of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
AMENDMENT OF CHARTER
OF
TRADERS INDUSTRIAL LIFE INSURANCE COMPANY
STATE OF LOUISIANA
PARISH OF LAFAYETTE
BE IT KNOWN that on this 2nd day of June, 1956, before me, the
undersigned authority, a Notary Public duly commissioned and qualified as such,
in and for the Parish of Lafayette, Louisiana, personally came and appeared:
RAY A. ABBOTT and FLOYD CROTWELL, herein acting by virtue of the minutes of
the meeting of the stockholders of the Traders Industrial Life Insurance Company
and of the resolution thereat passed, attached hereto and made a part hereof,
who did declared:
That at a meeting of the stockholders of Traders Industrial Life
Insurance Company, regularly and legally had, the Articles of Incorporation of
Traders Industrial Life Insurance Company , executed before J. Winston Fontenot,
Notary Public, on March 29, 1955 and duly recorded in the Clerk's Office, Parish
of Lafayette, Louisiana, under Entry Number 317355, Book of Charters 7, Folio
134, Article VI was amended to read as follows:
"ARTICLE VI.
"The Capital Stock of this Corporation is hereby fixed at ONE HUNDRED
THOUSAND AND No/100 ($100,000) Dollars, and its surplus is fixed at
TWENTY-FIVE THOUSAND AND No/100 ($25,000) Dollars. The Capital is divided
into one hundred thousand (100,000) shares of Common Stock at a par value
of ONE AND NO/100 ($1.00) DOLLAR, which shall be paid in cash by the
subscribers thereof, who shall also pay in cash an amount of TWENTY FIVE
THOUSAND AND NO/100 ($25,000.00) DOLLARS to constitute the above surplus.
Shares of stock shall not be issued unless paid for in cash in full, and
this company will not do business until TWENTY FIVE THOUSAND AND NO/100
($25,000.00) DOLLARS has been paid in cash and deposited with the Treasurer
of the State of Louisiana".
The said appearers, RAY A. ABBOTT and FLOYD CROTWELL, further declared
that the said amendment was adopted on a vote of more than two-thirds of its
Board of Directors, ratified by a vote of more than two-thirds of its
stockholders voting at a meeting called for that purpose after a notice
published for thirty (30) consecutive days in the Lafayette Progress, the
official journal of Lafayette, Louisiana, and a notice mailed to each
stockholder at least thirty (30) days prior to the date of such meeting.
THUS DONE AND SIGNED on the day and date first above written, in the
presence of the undersigned officer and in the presence of the undersigned
competent witnesses, after due reading of the whole.
WITNESSES:
/s/ Mary P. Foreman /s/ Ray A. Abbott
- -------------------- ----------------------------------
Ray A. Abbott
/s/ Marian Harris /s/ Floyd Crotwell
- -------------------- ----------------------------------
Floyd Crotwell
/s/ Bernard J. Voorhies
----------------------------------
NOTARY PUBLIC
TRADERS INDUSTRIAL LIFE INSURANCE COMPANY
STOCKHOLDERS MEETING
Lafayette, Louisiana
June 2, 1956
A special meeting of the stockholders of Traders Industrial Life Insurance
Company was this day held at the registered office of the Company after a notice
of said meeting was published for thirty (30) consecutive days in the official
journal of the Parish of Lafayette, Louisiana, the Lafayette Progress, and a
notice was mailed toe ach stockholder at least thirty (30) days prior to the
date of such meeting, as will better appear by reference to proof of service of
notice on stockholders, signed by Floyd Crotwell, Secretary on April 23, 1956.
At said meeting the following stockholders were present: A. K. McGrew, E.
R. Schwanter, Floyd Crotwell, Ray A. Abbott, and Lloyd F. Collette.
On motion duly made and seconded, Ray A. Abbott was unanimously elected
as Chairman of the stockholders meeting. The Chairman stated that a quorum was
present as over two-thirds of the stockholders were present.
On motion duly made and seconded, Floyd Crotwell was unanimously elected
as Secretary of the stockholders meeting.
The Chairman of the stockholders meeting stated that the purpose of the
meeting was to consider the increase of the capital stock of the corporation,
which had been approved by a vote of over two-thirds of its Board of Directors.
At said meeting, on motion duly made and seconded, the following
resolution was unanimously carried:
BE IT RESOLVED by the stockholders of Traders Industrial Life Insurance
Company at its specially called meeting, that the Articles of Incorporation be
amended so that Article VI of the Articles of Incorporation read as follows:
ARTICLE VI.
"The Capital Stock of this Corporation is hereby fixed at ONE HUNDRED
THOUSAND AND No/100 ($100,000) Dollars, and its surplus is fixed at
TWENTY-FIVE THOUSAND AND No/100 ($25,000.00) Dollars. The Capital is
divided into one hundred thousand (100,000) shares of Common Stock at a par
value of ONE AND NO/100 ($1.00) DOLLAR, which shall be paid in cash by the
subscribers therefor, who shall also pay in cash an amount of TWENTY FIVE
THOUSAND AND NO/100 ($25,000.00) DOLLARS to constitute the above surplus.
Shares of stock shall not be issued unless paid for in cash in full, and
this company will not do business until TWENTY FIVE THOUSAND AND NO/100
($25,000.00) DOLLARS has been paid in cash and deposited with the Treasurer
of the State of Louisiana."
BE IT FURTHER RESOLVED that RAY A. ABBOTT and FLOYD CROTWELL be and they
are hereby authorized to appear before any competent Notary Public to sign and
execute an amendment to the Articles of Incorporation of the Traders Industrial
Life Insurance Company, and to all things necessary or requisite in the
premises.
There being no further business before the stockholders, on motion duly
made and seconded, the meeting adjourned.
/s/ Ray A. Abbott
- ---------------------------
RAY A. ABBOTT, CHAIRMAN OF
OF THE STOCKHOLDERS MEETING
/s/ Floyd Crotwell
- --------------------------------
FLOYD CROTWELL, SECRETARY OF THE
STOCKHOLDERS MEETING
CERTIFICATE
I hereby certify that the above and foregoing is a true and correct copy
of the minutes of the meeting of the stockholders, held on June 2nd, 1956, and
that the resolution thereat passed remains in full force and virtue.
June 2, 1956.
/s/ Floyd Crotwell
- --------------------------
FLOYD CROTWELL , SECRETARY
[recordation stamp placed at the center bottom of the page]
CLERK OF COURT
LAFAYETTE, LA
[illegible wording]
JUN 9 10 52 AM '56
[A true copy stamp]
A TRUE COPY
[recordation information unclear] 6-4-56
[signature not legible] [signature not legible]
- -------------------------------- -------------------------------
[wording not clear] [wording not clear]
PROOF OF SERVICE OF NOTICE ON STOCKHOLDERS
OF THE TRADERS INDUSTRIAL LIFE INSURANCE
COMPANY
STATE OF LOUISIANA
PARISH OF LAFAYETTE
I, FLOYD CROTWELL, being duly sworn according to law, did depose and say:
That I duly forwarded and served notice of the proposed meeting of the
stockholders of the Traders Industrial Life Insurance Company to be held at the
registered office of the Company at 718 Buchanan Street, Lafayette, Louisiana,
on the 2nd day of June, 1956, at ten o'clock, A.M., on each and every
stockholder of the said Company by mailing a notice of the said meeting to the
said stockholders at such address as was furnished by them, the said notice was
deposited in the Post Office at Lafayette, Louisiana, with postage being
prepaid, at least thirty days before the date of the said meeting, and the said
notice read as follows, to-wit:
Lafayette, Louisiana
April 23rd, 1956
"Dear Stockholder:
"There will be a meeting of the stockholders of Traders Industrial Life
Insurance Company at the registered office of the Company at 718 Buchanan
Street, Lafayette, Louisiana, on Saturday, June 2, 1956, at 10 A.M.
"At said meeting we shall take proper steps to increase our capital stock to
$100,000, divided into 100,000 shares of common stock at a par value of $1.00
per share, and to increase the surplus of the Corporation to $25,000.
"If you are unable to be present at the said meeting, you may send your proxy.
Yours very sincerely,
TRADERS INDUSTRIAL LIFE
INSURANCE COMPANY
BY: /S/ Ray A. Abbott
------------------------------------
President"
IN TESTIMONY WHEREOF, the Appearer has this day signed this affidavit on
the 23 day of April, 1956.
[signature illegible]
------------------------------------
SECRETARY
SWORN TO AND SUBSCRIBED BEFORE ME THIS 23 DAY OF APRIL, 1956.
/S/ Bernard J. Voorhies
------------------------------------
NOTARY PUBLIC
Lafayette, Louisiana
April 23rd, 1956
EXTRACTS OF MINUTES OF MEETING OF BOARD OF
DIRECTORS OF TRADERS INDUSTRIAL LIFE INSURANCE
COMPANY AND CERTIFIED COPY OF RESOLUTION
THEREAT PASSED.
A special meeting of the members of the Board of Directors of Traders
Industrial Life Insurance Company was this day held at the office of the Company
after due notice was given to all members of the Board. All members of the Board
were present, to-wit: Ray A. Abbott, Floyd Crotwell, Lloyd F. Collette, A. K.
McGrew and E. R. Schwaner.
At said meeting, on motion duly made and seconded, the following resolution
was unanimously carried
RESOLUTION
BE IT RESOLVED by the members of the Board of Directors of Traders
Industrial Life Insurance Company in a special meeting assembled, there being
present a full membership of the Board, that the capital stock of this
Corporation be increased and that Article VI of the Articles of Incorporation be
amended so that as amended the same will read as follows:
"ARTICLE VI.
"The capital stock of this corporation is hereby fixed at ONE HUNDRED
THOUSAND AND No/100 ($100,000.00) Dollars, and its surplus is fixed at
TWENTY-FIVE THOUSAND AND No/100 ($25,000.00) Dollars. The capital is
divided into one hundred thousand (100,000) shares of common stock at a par
value of ONE AND NO/100 ($1.00) DOLLAR, which shall be paid in cash by the
subscribers therefore, who shall also pay in cash an amount of $25,000 to
constitute the above surplus. Shares of stock shall not be issued unless
paid for in cash in full, and this company will not do business until
$25,000 has been paid in cash and deposited with the Treasurer of the State
of Louisiana."
BE IT FURTHER RESOLVED that a stockholders meeting be called to ratify a
vote of two-thirds of the stockholders voting, after a notice is published
thirty (30) days prior to the date of such meeting.
BE IT FURTHER RESOLVED that RAY A. ABBOTT, president, and FLOYD CROTWELL,
Secretary, be and they are hereby authorized to appear before any competent
Notary Public to sign and execute an amendment to the Articles of Incorporation
of the Traders Industrial Life Insurance Company, and to all things necessary or
requisite in the premises.
On motion duly made and seconded, the meeting adjourned.
/s/ Ray A. Abbott
- -----------------------
PRESIDENT
/s/ Floyd Crotwell
- -----------------------
SECRETARY
CERTIFICATE
I hereby certify that the above and foregoing constitute extracts of
minutes of meeting of the Board of Directors of Traders Industrial Life
Insurance Company held at Lafayette, Louisiana, on April 23rd, 1956, and
contains a certified copy of resolution thereat passed, which remains in full
force and virtue as of the date thereof.
Signed on this 23rd day of April, 1956.
/s/ Floyd Crotwell
- -------------------
SECRETARY
STATE OF LOUISIANA
PARISH OF LAFAYETTE
BEFORE ME, the undersigned authority, a Notary Public in and for the said
Parish and State, duly commissioned and qualified as such, personally came and
appeared MRS. WILFRED LACY, who after being duly sworn according to law, did
depose and say:
That she is the Secretary of the Lafayette Parish Police Jury, and that
the minutes of that public body show that the Lafayette Progress, a newspaper
published at Lafayette, Louisiana, is the official journal of the Parish of
Lafayette, Louisiana.
/s/ MRS. WILFRED LACY
- ---------------------
MRS. WILFRED LACY
SWORN TO AND SUBSCRIBED BEFORE ME THIS 2ND DAY OF JUNE, 1956.
[signature illegible]
- ---------------------
NOTARY PUBLIC
AFFIDAVIT OF PUBLICATION
STATE OF LOUISIANA
PARISH OF LOUISIANA
I, business manager of the Lafayette Progress, a newspaper printed and
published in the Parish of Lafayette, Louisiana, the official journal of the
Parish of Lafayette, Louisiana, do hereby declare that from my own personal
knowledge and from reference to the files of the said newspaper, the following
advertisement appeared in the said newspaper for a period of time extending over
thirty (30) days as follows, to-wit:
[THE NOTICE COPY WHICH APPEARED IN THE NEWSPAPER WAS CENTERED ON THE PAGE AND
IN A BLOCK COLUMN FORMAT. THE MAJORITY OF THE PRINTED NOTICE IS NOT CLEARLY
LEGIBLE DUE TO THE SMALL NEWSPAPER PRINT. THE TYPED PORTION SHOWN BELOW IS WHAT
IS LEGIBLE]
NOTICE OF MEETING OF STOCK-
HOLDERS OF TRADERS INDUSTRIAL
LIFE INSURANCE COMPANY
Lafayette, Louisiana
April 23rd, 1956
[the body of the text is too small and unclear to read]
TRADERS INDUSTRIAL LIFE INSURANCE COMPANY
BY: /S/ RAY A. ABBOTT
- ---------------------
President
[publishing information not clear due to small type]
That the said notice was published in the Lafayette Progress as follows:
April 27th, May 4th, 11th, 18th, and June 1st, 1956.
[signature illegible]
- -----------------------
SWORN AND SUBSCRIBED BEFORE ME THIS 2 DAY OF JUNE, 1956.
/S/ BERNARD J. VOORHIES
- ------------------------
NOTARY PUBLIC
COMPLETION CERTIFICATE
STATE OF LOUISIANA
PARISH OF LAFAYETTE
We, the undersigned, the President of Traders Industrial Life Insurance
Company, its Secretary, and a majority of its Directors, do hereby certify that
the capital of the corporation has been increased to ONE HUNDRED THOUSAND AND
NO/100 ($100,000.00) Dollars. The capital is divided into One Hundred Thousand
(100,000) shares of Common Stock at a par value of ONE AND NO/100 ($1.00) DOLLAR
per share, which shall be paid in cash by the subscribers therefore, who shall
also pay in cash an amount of TWENTY-FIVE THOUSAND AND No/100 ($25,000.00)
Dollars to constitute the above surplus.
It is further certified that the Traders Industrial Life Insurance
Company so increased its capital stock upon a vote in excess of two-thirds of
its Board of Directors, ratified by a vote in excess of two-thirds of the
stockholders voting, at a meeting called for that purpose, after a notice was
published for thirty (30) consecutive days in the Lafayette Progress, the
official journal of the Parish of Lafayette, Louisiana, and notice mailed to
each stockholder at least thirty (30) days prior to the date of such meeting.
That the meeting of the stockholders of the Traders Industrial Life
Insurance Company at which said increase was voted for, was held at the
registered office of the corporation at Lafayette, Louisiana, on Saturday, June
2nd, 1956, and the new subscription for capital stock has been paid in cash, as
well as the sum of TWENTY-FIVE THOUSAND AND No/100 ($25,000.00) Dollars to
constitute a surplus, and new certificates of stock have been issued covering
such increase.
THUS DONE AND PASSED on the day and date first above written, in the
presence of the undersigned competent witnesses, who signed with the appearers
and me, officer, after due reading thereof.
WITNESSES:
/s/ Mary P. Foreman /s/ Ray A. Abbott
- ------------------- --------------------------------------
Ray A. Abbott, President
/s/ Marian Harris /s/ Floyd Crotwell
- ------------------- --------------------------------------
Floyd Crotwell, Secretary
/s/ Lloyd F. Collette
--------------------------------------
Lloyd F. Collette
/s/ A. K. McGrew
--------------------------------------
A. K. McGrew
/s/ E. R. Schwaner
--------------------------------------
E. R. Schwaner
/s/ Bernard J. Voorhies
--------------------------------------
NOTARY PUBLIC
OFFICE OF THE CLERK OF COURT
FIFTEENTH JUDICIAL DISTRICT, PARISH OF
LAFAYETTE, LOUISIANA
STATE OF LOUISIANA
PARISH OF LAFAYETTE
I hereby certify that the within and foregoing is a true and correct copy
of the Amendment of the Charter of the Traders Industrial Life Insurance
Company, which said Amendment was filed for record on the 4 day of June, 1956,
at 10:52 o'clock, A.M., under Entry Number 339278, duly recorded in Book of
Charters #7, Page 357, and is taken from the said original on file and of record
in my office.
IN TESTIMONY WHEREOF, witness my signature on this 4 day of June, 1956.
[signature illegible]
- ----------------------
BY: CLERK OF COURT
[CENTERED ON PAGE] [to the right of the LA state seal] STATE OF [Louisiana state
seal: ADULT PELICAN WITH WINGS OUT-SPREAD ENCIRCLING THREE BABY PELICAN IN NEST
UNDER HER BEAK. ACROSS FRONT OF NEST ON A BANNER ARE THE WORDS: UNION JUSTICE
AND CONFIDENCE] [to the left of LA state seal] LOUISIANA
JAMES H. "Jim" BROWN
I, THE UNDERSIGNED COMMISSIONER OF INSURANCE, OF THE STATE OF
LOUISIANA, DO HEREBY CERTIFY THAT
The attached is a true and correct copy of the Articles of Incorporation dated
July 7, 1955 for TRADERS INDUSTRIAL LIFE INSURANCE COMPANY on file in the
Commissioner of Insurance office.
Given under my signature, authenticated with the impress of my Seal of office,
at the City of Baton Rouge, this 1st day of November, A.D. 1994.
/s/ JIM BROWN
- -------------------------
JAMES H. "Jim" BROWN
COMMISSIONER OF INSURANCE
ARTICLES OF INCORPORATION
OF
TRADERS INDUSTRIAL LIFE INSURANCE COMPANY
STATE OF LOUISIANA
PARISH OF LAFAYETTE
BE IT KNOWN, that on this 29th day of March, 1955, personally came and
appeared before me, J. WINSTON FONTENOT, Notary Public, duly commissioned and
qualified in and for the Parish of Lafayette, Louisiana, the undersigned natural
persons, five (5) in number, of full age of majority, citizens of the United
States and of the Parish of Lafayette, Louisiana, who declared in the presence
of the undersigned competent, subscribing witnesses, that acting under the
authority of the Laws of Louisiana, particularly R.S. 22:6 as amended, and
claiming all the corporate rights and powers therein granted, without the same
being enumerated herein, that they do now form a domestic industrial life
insurance corporation on the stock plan for the purposes and according to the
stipulations herein set out.
ARTICLE I.
The name of this domestic industrial insurer shall be the "Traders
Industrial Life Insurance Company" and its domicile shall be in the City of
Lafayette, Parish of Lafayette, Louisiana.
ARTICLE II.
That the purposes for which this corporation is organized and the nature of
the business to be carried on by it is hereby state to be: the writing of
insurance for which premiums are regularly payable and collectible, and the
policies are benefit certificates for which do not exceed TWELVE HUNDRED
FIFTY AND NO/100 ($1250.00) DOLLARS on single life, or provide a weekly
cash benefit for disability, caused by sickness or accident, of FORTY AND
NO/100 ($40.00) DOLLARS per week or less, or provide for the payment for or
furnishing of hospitalization, drugs, attending physician and surgical
costs or provide for the payment for or furnishing of a funeral.
Incidental thereto, it shall be authorized to deal in securities and to
borrow and lend money on mortgage and pledge; to invest funds for its
advantage; to buy, sell, exchange real or personal property, as authorized
by law; and to have and enforce all the powers, rights and privileges
conferred upon domestic industrial insurers by the Laws of the State of
Louisiana; it being expressly provided that the enumeration of specific
powers above shall not be held to limit or restrict in any manner the
powers conferred upon and enjoyed by domestic industrial insurers, under
the Laws of the State of Louisiana.
ARTICLE III.
This corporation shall exist for a period of Ninety-Nine (99) years from
date hereof.
ARTICLE IV.
The location and postoffice address of its registered office is 718 South
Buchanan Street, Lafayette, Louisiana, P. O. Box 99.
ARTICLE V.
The full names and postoffice addresses of its registered agents for
service of process are:
Bennett J. Voorhies
P. O. Box 99
Lafayette, Louisiana
Bennett J. Voorhies, Jr.
P. O. Box 99
Lafayette, Louisiana.
ARTICLE VI.
The capital stock of this corporation is hereby fixed at $15,000.00 and its
surplus is also fixed at $15,000.00. The capital is divided into 15,000
shares of common stock at a par value of ONE AND NO/100 ($1.00) DOLLAR per
share, which shall be paid in cash by the subscribers therefor, who shall
also pay in cash an equal amount to constitute the above surplus. Shares of
stock shall not be issued unless paid for in capital in full and this
company will not do business until $25,000.00 has been paid in cash and
deposited with the Treasurer of the State of Louisiana.
ARTICLE VII.
The business affairs of this corporation shall be managed by a Board of
Directors of not less than five (5) directors as may be established from
time to time by the By-laws, which directors are to be elected annually by
ballot, after ten (10) days written notice to the stockholders, at their
annual meeting to be held on the Third Wednesday of February, 1956 and on
the Third Wednesday of February of each year thereafter. The written notice
shall stipulate the number of directors to be elected for the ensuing year.
ARTICLE VII.
The names and residences of the First Directors and their Postoffice
Addresses are as follows:
W. D. Huff, Jr.
519 South Buchanan
Lafayette, Louisiana
James C. Huff
519 South Buchanan
Lafayette, Louisiana
Edward Frank Morris
410 Glynndale Avenue
Lafayette, Louisiana
Bennett J. Voorhies, Jr.
P. O. Box 99
Lafayette, Louisiana
Bennett J. Voorhies
P. O. Box 99
Lafayette, Louisiana
No less than three (3) members of the Board of Directors shall constitute a
quorum and no less than the said number shall transact business until
hereinafter amended by the By-laws.
ARTICLE VIII.
The name and postoffice addresses of each of the incorporators and a
statement of the shares of stock subscribed by each are as follows:
W. D. Huff, Jr. Ten (10) Shares
519 South Buchanan
Lafayette, Louisiana
James C. Huff Ten (10) Shares
519 South Buchanan
Lafayette, Louisiana
Edward Frank Morris Ten (10) Shares
410 Glynndale Avenue
Lafayette, Louisiana
Bennett J. Voorhies, Jr. Ten (10) Shares
P. O. Box 99
Lafayette, Louisiana
Bennett J. Voorhies Ten (10) Shares
P. O. Box 99
Lafayette, Louisiana
ARTICLE IX.
The Board of Directors shall have power to make and alter By-laws, subject
to the power of the shareholders to change or repeal the By-laws so made.
Vacancies on the Board of Directors shall be filled by the remainder of the
Board.
The Board of Directors shall have regular meetings to be held at least once
a month and special meetings shall be held from time to time as provided
for in the By-laws.
ARTICLE X.
The first officers of the company are stated to be:
W. D. Huff, Jr. President
James C. Huff Vice-President
Edward Frank Morris Actuary
Bennett J. Voorhies, Jr. Secretary-Treasurer
Officers shall be elected at the annual meeting of the stockholders.
THUS DONE AND PASSED in my office in the City of Lafayette, Lafayette
Parish, Louisiana, on the 29th day of March, 1955, in the presence of Irene L.
Schoofs, and Bernice D. Baucum, competent witnesses, who have signed their names
together with said appearers and Notary Public, after due reading of the whole.
/s/ Irene L. Schoofs [signature illegible]
- ------------------------- -----------------------------
/s/ Bernice D. Baucum [signature illegible]
- ------------------------- -----------------------------
/s/ Edward Frank Morris
-----------------------------
[signature illegible]
-----------------------------
/s/ J. WINSTON FONTENOT
- -----------------------
Notary Public
COPY OF THE BYLAWS OF THE COMPANY
MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS
OF UNITED COMPANIES LIFE INSURANCE COMPANY
At a special meeting of the Board of Directors of United Companies Life
Insurance Company, call under the authority of the Restated Articles of
Incorporation of United Companies Life Insurance Company, and the Bylaws of
United Companies Life Insurance Company, was held on the 18th day of October,
1982 at 10:00 o'clock a.m., in Baton Rouge, Louisiana, at the offices of United
Companies Life Insurance Company.
On motion duly made and seconded, it was
RESOLVED that the Bylaws of United Companies Life Insurance Company, as
specifically referenced herein, shall be amended to read as follows:
ARTICLE I.
Name and Location
The name of this corporation is United Companies Life Insurance
Company, and its principal place of business is in the Parish of East Baton
Rouge, State of Louisiana. Said corporation shall have a registered office or
other offices for the transaction of business as determined by the Board of
Directors, in their sole discretion.
ARTICLE II.
Shareholders.
2.1 The regular annual meeting of the shareholders of the corporation shall
be held at the office of the corporation on the third (3rd) Monday in May of
each year; or at such time and place as the meeting may be adjourned to,
provided that when the regular meeting day falls on a legal holiday, the meeting
shall be held on the next business day, or until such time and place as the
meeting shall then be adjourned to. The Board of Directors may, in their
discretion, from time to time fix a different time and place for the holding of
the regular annual meeting other than as stated herein.
ARTICLE IV.
Directors
4.1 The Board of Directors shall hold meetings, and the time and place for
said meeting shall be at the sole discretion of the Board of Directors. Should
the date upon which the Board of Directors chooses to meet fall on a legal
holiday, then the meeting shall be held at the same hour of the next business
day.
ARTICLE V.
Executive Committee
5.1 The Executive Committee shall be comprised of the Chairman of the
Board, and the President of the corporation. One (1) additional member of the
Executive Committee shall be named by the Board of Directors, from the office of
Vice-Chairman of the Board of Directors, Secretary, or Treasurer of the
corporation. The Board of Directors may name as many additional members of the
Executive Committee from their own membership. However, in all cases, the number
of members of the Executive Committee shall be an odd number.
5.2 The Executive Committee shall advise the officers of the company on all
matters concerning its interest and management of the business; and when the
Board of Directors is not in session, the Executive Committee shall have and may
exercise all powers of the Board of Directors with reference to the conduct of
the business of the corporation, without requiring the approval of the Board of
Directors for their actions.
5.5 The secretary of the Executive Committee may at its discretion keep
minutes of the meeting of the Executive Committee, and cause them to be recorded
in the minute book kept in this office for that purpose. The minutes of the
meetings of the Executive Committee, if kept, shall be open to the Board of
Directors; however, the Executive Committee shall from time to time inform the
Board of Directors of its course of action and decisions made for their
information.
BE IT FURTHER RESOLVED that any paragraphs and subparagraphs of the Bylaws
not specifically amended herein shall remain the same.
There being no further business before the body called, the meeting was
adjourned on motion duly made and seconded.
Baton Rouge, Louisiana, this 18th day of October, 1982.
/s/ A. K. McGrew
- -----------------------
A. K. McGrew, Secretary
ATTEST:
Now comes and appears Lloyd F. Collette, Chairman of the Board of United
Companies Life Insurance Company, who stated that the above and foregoing is a
true and correct copy of the extract of the minutes of a special meeting of the
Board held on the 18th day of October, 1982.
/s/ Lloyd F. Collette
- ----------------------------------------
Lloyd F. Collette, Chairman of the Board
BYLAWS
OF
UNITED COMPANIES LIFE INSURANCE COMPANY
ARTICLE I
NAME AND LOCATION
The name of this corporation is UNITED COMPANIES LIFE INSURANCE COMPANY and
its principal place of business is Commerce Building, 333 Laurel Street, Baton
Rouge, Louisiana. Other offices for the transaction of business shall be located
at such places as the Board of Directors may from time to time determine.
ARTICLE II
SHAREHOLDERS
2.1 The regular annual meeting of the shareholders of the corporation shall
be held at the office of the corporation on the third Monday in February each
year; or at such time and place as the meeting may be adjourned to, provided
that when the regular meeting day falls on a legal holiday, the meeting shall be
held on the next business day or until such time and place as the meeting shall
then be adjourned to. The Board of Directors may from time to time fix a
different time and place for the holding of the regular annual meeting.
2.2 A special meeting of the shareholders may be called at any time by the
President.
2.3 The President of the corporation shall preside at all meetings of the
shareholders.
2.4 Written or printed notice stating the place, day and hour of the
meeting, and in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than 10 nor more than 50 days
before the date of the meeting, by or at the direction of the President or
Secretary to each shareholder of record entitled to notice of such meeting. The
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as shown on the stock transfer books
of the corporation, with postage prepaid.
2.5 A majority of the outstanding shares of the corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of the shareholders. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of shareholders sufficient in number to make those remaining at the meeting less
than quorum.
2.6 Shareholders may vote at all meeting by proxies in writing. These
proxies must be filed with the Secretary prior to or at the time of the
commencement of the meeting, and shall be entered by him in the records of the
minutes of the meeting.
2.7 Each outstanding share entitled to vote shall be entitled to one vote
upon each matter submitted to a vote at meetings of the shareholders.
2.8 Shares standing in the name of another corporation may be voted by such
officer, agent, or proxy as the bylaws of such corporation may prescribe, or in
the absence of such provision, as the Board of Directors of such corporation may
determine. Shares held by an administrator, executor or tutor may be voted by
him, either in person or by proxy, without a transfer of such shares in his
name. Shares standing in the name of a trustee may be voted by him, in person or
by proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares to his name. Shares of its own stock belonging to the
corporation held by it in a fiduciary capacity shall not be voted, directly or
indirectly, at any meeting, and shall not be counted in determining the total
number of outstanding shares at any time.
ARTICLE III. STOCK
3.1 The authorized capital and surplus of the corporation shall be as
provided for in the Articles of Incorporation.
3.2 All certificates of stock shall be signed by the President an
countersigned by the Secretary or Vice President.
3.3 The transfers of stock of the corporation shall be made only on the
books of the corporation. The certificates which are to be surrendered shall be
endorsed properly and physically surrendered to the corporation and cancelled
before a new certificate is issued. If a certificate of stock is lost or
destroyed, no new certificate shall be issued in lieu of the lost or destroyed
certificate except on compliance with the terms of the Uniform Stock Transfer
Act of the furnishing of security satisfactory to the Board of Directors. New
certificates shall bear the designation "duplicate" plainly marked on the face
of the certificate.
3.4 For the purposes of determining shareholders entitled to notice of or
vote at any meeting of the shareholders or any adjournment of a meeting of the
shareholders or shareholders entitled to receive payment of dividends or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors of the corporation may provide that the stock transfer books
shall be closed for a stated period, but not to exceed, in any case, fifty days.
In lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than fifty days prior to the date on which
the particular action requiring such determination of shareholders is to be
taken. If the stock transfer books are not closed and no record date is fixed
for the determination of the shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders.
ARTICLE IV.
DIRECTORS
4.1 The directors shall hold six regular meetings each year, to be held on
the third Monday of the month in the months of February, April, June, August,
October and December, at 4:30 o'clock p.m., at the office of the corporation,
provided that when this day falls on a legal holiday, the meeting shall be held
at the same hour of the next business day.
4.2 Special meetings of the Board of Directors may be called by the
President, or, in his absence or inability to call a meeting, by the Vice
President, and such meetings shall be called at any time that three (3) members
of the Board of Directors request in writing that a meeting be called.
4.3 The Board of Directors shall have the power to appoint managing
officers of the corporation on such terms and at such compensation as they may
deem proper.
4.4 Vacancies in the Board of Directors shall be filled by the remainder of
the directors for the unexpired term at any regular or special directors'
meeting.
4.5 The directors shall designate the official depository or depositories
of the corporation and all funds of the corporation shall be deposited in the
depository or depositories thus selected.
4.6 A majority of the number of directors shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors. The act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
4.7 By resolution of the Board of Directors, the directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors,
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation for such service.
ARTICLE V.
EXECUTIVE COMMITTEE
5.1 The Chairman of the Board, the President of the corporation, and the
President of each subsidiary corporation shall constitute the executive
committee.
5.2 The executive committee shall advise the officers of the company on all
matters concerning its interests and the management of its business, and, when
the Board of Directors is not in session, the executive committee shall have and
may exercise all the powers of the Board of Directors with reference to conduct
of the business of the corporation.
5.3 Regular meetings of the executive committee may be held without call or
notice at such times and places as the executive committee may from time to time
fix. Other meetings of the executive committee may be called by any member.
5.4 At any meeting of the executive committee a majority of the members
then comprising the committee shall constitute a quorum. To be effective any
action of the executive committee must be authorized by the affirmative vote of
a majority of the members present.
5.5 The secretary of the executive committee shall keep minutes of the
meetings of the executive committee and cause them to be recorded in a book kept
at his office for that purpose. The minutes shall be presented to the Board of
Directors from time to time for their information.
ARTICLE VI.
AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.
ARTICLE VII.
INDEMNIFICATION
7.1 This company may indemnify any person who was or is a party or is
threatened to be made a party to any action , suit or proceeding, whether civil,
criminal, administrative or investigative (including any action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the company, or is or was serving at the request
of the company as a director, officer, employee or agent of another enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with the defense of
settlement of such action and no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless, and only to the extent, that the court shall determine upon
application that, despite the adjudication of liability that in view of all the
circumstances of the case, he is fairly and reasonably entitled to indemnity
plus such expenses which the court shall deem proper. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner in which
he reasonably believed to be in or not opposed to the best interest of the
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
7.2 To the extent that the director, officer, employee or agent of this
company has been successful on the merits or otherwise in the defense of any
such action, suit or proceeding, or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorney's fees)
actually and reasonably incurred by him in connection therewith.
7.3 Any indemnification under 7.1 (unless ordered by the court) shall be
made by the company only as authorized in a specific case upon a determination
that the applicable standard of conduct has been met. Such determination shall
be made (1) by the Board of Directors by a majority vote of a quorum consisting
of directors who are not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable or a quorum of disinterested directors so
directs, by independent legal counsel (who may be the regular counsel of this
corporation), or (3) by the shareholders.
7.4 Expenses incurred in defending such an action, suit or proceeding may
be paid by the company in advance of the final disposition thereof if authorized
by the Board of Directors in the manner provided in Section 7.3, upon receipt of
an undertaking by or on behalf of the director, officer, employee or agent, to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the company as authorized in this Article VII.
7.5 The indemnification provided by this Article VII shall not be deemed
exclusive of any other rights to which the person immediately may be entitled
under any by-law, agreement, authorization of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his heirs and legal representative.
7.6 The Company may procure insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the company as a director, officer, employee or agent of
another business, non-profit or foreign corporation, partnership, joint venture
or other enterprise against any liability asserted against or incurred by him in
any such capacity, or arising out of his status as such, whether or not the
company would have the power to indemnify him against such liability under the
provisions of this Article VII or of the Louisiana Business Corporation Law.
7.7 The provisions of this Article VII shall be applicable to claims,
actions, suits or proceedings made or commenced after the adoption hereof,
whether arising from acts or omissions to act occurring before or after the
adoption hereof and the rights of indemnification provided for herein shall be
in addition to any rights to which any such director, officer, employee or agent
of the company may otherwise be entitled by contract or as a matter of law.
MINUTES OF A SPECIAL MEETING
OF THE BOARD OF DIRECTORS OF
UNITED COMPANIES LIFE INSURANCE COMPANY
October 22, 1979
A special meeting of the Board of Directors of United Companies Life
Insurance Company was held on October 22, 1979, at the company's offices in
Baton Rouge, Louisiana. The special meeting was called by the President pursuant
to Paragraph 4.2 of the By-Laws.
Present: L. F. Collette, H. J. Chustz, A. K. McGrew, Dr. J. P. Griffon,
Daniel J. Burns and J. Terrell Brown
Absent: Ted Kluszewski
Presiding: L. F. Collette, Chairman
Upon motion duly made and seconded, it was unanimously resolved that all
formalities in the calling and holding of this meeting be waived and that, as
evidence thereof, each member sign these minutes.
The Secretary then proposed the following resolutions which, after
discussion, were duly seconded and unanimously adopted, to-wit:
BE IT RESOLVED, that Paragraph 5.1 of Article V of the By-Laws be and is
hereby amended to read in its entirety as follows:
5.1 The Executive Committee shall consist of the following members of the
Board of Directors: the Chairman of the Board, the President of the
Corporation, the Vice Chairman of the Board, the Secretary of the Board,
and any other members of the Board that may be designated from time to time
by the Board to serve on the Executive Committee.
BE IT FURTHER RESOLVED, that except as amended in the preceding resolution,
the By-Laws of the Corporation are ratified and reaffirmed in their entirety.
There being no further business to come before the meeting, the meeting was
adjourned.
Baton Rouge, Louisiana, this 22nd day of October, 1979.
[signature illegible /s/ L. F. Collette
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Chairman
/s/ Harris J. Chustz /s/ J. P. Griffon, M.D.
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/s/ Terrell Brown /s/ A. K. McGrew
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Secretary
