File Nos.33-95778
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 [ ]
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. _2_ [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. _6_ [X]
(Check appropriate box or boxes.)
United Companies 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
It is proposed that this filing will become effective:
_____ immediately upon filing pursuant to paragraph (b) of Rule 485
__X__ on May 1, 1997 pursuant to paragraph (b)of Rule 485
_____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
_____ on (date) pursuant to paragraph (a)(1) of Rule 485
If appropriate, check the following box:
_____ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has declared that it has registered an indefinite number or amount
of securities in accordance with Rule 24f-2 under the Investment Company Act
of 1940. Registrant filed its Rule 24f-2 Notice for the fiscal year ending
December 31, 1996 on or about February 25, 1997.
CROSS REFERENCE SHEET
(Required by Rule 495)
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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 Appendix A - Condensed
Financial Information
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 SpectraSelect
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
</TABLE>
CROSS REFERENCE SHEET (CONT'D)
(Required by Rule 495)
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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
</TABLE>
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 SPECTRASELECT 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)
May 1, 1997
This prospectus describes the SpectraSelect 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.
MFS VARIABLE INSURANCE TRUST
MFS Emerging Growth Series
MFS Total Return Series
FEDERATED INSURANCE SERIES
Federated High Income Bond Fund II
Federated Utility Fund II
Federated Fund for U.S. Government Securities II
DREYFUS STOCK INDEX FUND
DREYFUS VARIABLE INVESTMENT FUND
Growth and Income Portfolio
SCUDDER VARIABLE LIFE INVESTMENT FUND
Money Market Portfolio
International Portfolio
VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Hard Assets Fund (formerly, Gold and Natural Resources Fund)
THE ALGER AMERICAN FUND
Alger American Growth Portfolio
Please read this prospectus before investing and keep it for future reference.
It contains important information about the SpectraSelect 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 May 1, 1997. 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 SPECTRASELECT 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
APPENDIX A
APPENDIX B
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.
CONTRACT: An individual contract and the certificate issued to participants
under a group contract.
FIXED ACCOUNT: An investment option without 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
where 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 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 SPECTRASELECT FIXED AND VARIABLE ANNUITY CONTRACT. This prospectus
describes individual and group fixed and variable deferred annuity contracts
and certificates (together referred to as the "Contracts"). 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 SpectraSelect 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 put in.
You may invest in the Fixed Account, the Interest Adjustment Account or the
following Portfolios:
MFS VARIABLE INSURANCE TRUST
MFS Emerging Growth Series
MFS Total Return Series
FEDERATED INSURANCE SERIES
Federated High Income Bond Fund II
Federated Utility Fund II
Federated Fund for U.S. Government Securities II
DREYFUS STOCK INDEX FUND
DREYFUS VARIABLE INVESTMENT FUND
Growth and Income Portfolio
SCUDDER VARIABLE LIFE INVESTMENT FUND
Money Market Portfolio
International Portfolio
VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Hard Assets Fund (formerly, Gold and Natural Resources Fund)
THE ALGER AMERICAN FUND
Alger American Growth Portfolio
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 (see Appendix B for a discussion of the Interest
Adjustment Account).
CURRENTLY, YOU MAY SELECT TO PUT YOUR MONEY IN 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.
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. Prior to May 1,
1997, United Life & Annuity Separate Account One was known as United Companies
Separate Account One.
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 $5,000
and a Qualified Contract with $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 1.60% of the average daily value of your
Contract allocated to the Portfolios. There are also annual Portfolio charges
which range from .30% to 1.21% 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:
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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%
</TABLE>
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
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 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. 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 the Scudder Money Market Portfolio or
the 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 - 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 on the money
you receive.
FEE TABLE
OWNER TRANSACTION EXPENSES
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Contingent Deferred Sales Charge
(see Note 2 below) Number of Complete
Years Since Receipt
of Purchase Payment Charge
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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%
</TABLE>
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Transfer Fee (see Note 3 below) No charge for first 12 transfers in a Contract
year; thereafter the fee is the lesser of $25
or 2% of the amount transferred.
</TABLE>
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SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
Mortality and Expense Risk Charge 1.45%
Administrative Charge .15%
-----
Total Separate Account Annual Expenses 1.60%
</TABLE>
ANNUAL EXPENSES OF THE PORTFOLIOS
(as a percentage of the average daily net assets of a Portfolio)
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Other Total
Expenses Annual Expenses
Management (after expense (after expense
Fees reimbursement) reimbursement)
----------- --------------- ----------------
MFS VARIABLE INSURANCE TRUST
MFS Emerging Growth Series(a) .75% .25% 1.00%
MFS Total Return Series(a) .75% .25% 1.00%
FEDERATED INSURANCE SERIES
Federated High Income Bond Fund II (b) .00% .80% .80%
Federated Utility Fund II (c) .24% .61% .85%
Federated Fund for
U.S. Government Securities II (d) .00% .80% .80%
DREYFUS STOCK INDEX FUND .245% .055% .30%
DREYFUS VARIABLE INVESTMENT FUND
Growth and Income Portfolio .75% .08% .83%
SCUDDER VARIABLE LIFE INVESTMENT FUND
Money Market Portfolio .37% .09% .46%
International Portfolio (e) .863% .187% 1.05%
VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Hard Assets Fund 1.00% .23% 1.23%
THE ALGER AMERICAN FUND
Alger American Growth Portfolio .75% .04% .79%
<FN>
(a) 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."
(b) 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 1.39%
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 .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.
(d) 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.
(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 .775%. As a
result, the Adviser received compensation at an annual rate of .863% for the fiscal year
ended December 31, 1996.
</TABLE>
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 is annuitized:
<TABLE>
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Time Periods
1 Year 3 Years 5 Years 10 Years
MFS VARIABLE INSURANCE TRUST
MFS Emerging Growth Series a) $97 a) $134 a) $177 a) $335
b) $27 b) $ 84 b) $147 b) $335
MFS Total Return Series a) $97 a) $134 a) $177 a) $335
b) $27 b) $ 84 b) $147 b) $335
FEDERATED INSURANCE SERIES
Federated High Income Bond Fund II a) $95 a) $128 a) $166 a) $309
b) $25 b) $ 78 b) $136 b) $309
Federated Utility Fund II a) $95 a) $129 a) $169 a) $316
b) $25 b) $ 79 b) $139 b) $316
Federated Fund for
U.S. Government Securities II a) $95 a) $128 a) $166 a) $309
b) $25 b) $ 78 b) $136 b) $309
DREYFUS STOCK INDEX FUND
a) $89 a) $111 a) $138 a) $245
b) $19 b) $ 61 b) $108 b) $245
DREYFUS VARIABLE INVESTMENT FUND
Growth and Income Portfolio a) $95 a) $129 a) $168 a) $313
b) $25 b) $ 79 b) $138 b) $313
SCUDDER VARIABLE LIFE INVESTMENT FUND
Money Market Portfolio a) $91 a) $117 a) $147 a) $266
b) $21 b) $ 67 b) $117 b) $266
International Portfolio a) $97 a) $136 a) $180 a) $342
b) $27 b) $ 86 b) $150 b) $342
VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Hard Assets Fund a) $99 a) $141 a) $190 a) $365
b) $29 b) $ 91 b) $160 b) $365
THE ALGER AMERICAN FUND
Alger American Growth Portfolio a) $94 a) $127 a) $165 a) $308
b) $24 b) $ 77 b) $135 b) $308
</TABLE>
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.
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.
2. Under certain circumstances, you can make a withdrawal without
incurring the contingent deferred sales charge.
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.
4. Premium taxes are not reflected. They may apply.
5. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
THE SPECTRASELECT FIXED AND VARIABLE ANNUITY CONTRACT
This prospectus describes individual and group fixed and variable deferred
annuity contracts and certificates (together referred to as 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 in part 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 in part 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. See Appendix B to this prospectus for information relating to
the Interest Adjustment Account.
We may make changes to your Contract in order to comply with applicable law.
OWNER . The SpectraSelect Fixed and Variable Annuity is a group deferred
annuity contract. A group contract is issued to a contractholder, for the
benefits of the participants in the group. You are a participant in the group
and will receive a certificate evidencing your ownership. You, as the Owner of
a certificate, are entitled to all the rights and privileges of ownership.In
some states an individual fixed and variable deferred annuity contract is
issued instead, which is identical to the group contract described in this
prospectus except that it is issued directly to the Owner. As used in this
prospectus, the term Contract refers to your certificate or individual
contract. 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
doing this.
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 you are buying the Contract as part of an IRA
(Individual Retirement Annuity), 401(k) or other Qualified plan, the minimum
amount we will accept is $2,000. 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 the Scudder 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). 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 the Scudder 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 issue your Contract (right to examine contract period). (In some
states, the period may be longer.) At the end of the right to examine contract
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 355.55 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.
MFS VARIABLE INSURANCE TRUST
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
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
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
SCUDDER VARIABLE LIFE INVESTMENT FUND
Scudder, Stevens & Clark, Inc. is the investment adviser to the Fund. The
Fund is comprised of seven Portfolios, of which the following two are
available under the Contracts:
Money Market Portfolio
International Portfolio
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)
THE ALGER AMERICAN FUND
Fred Alger Management, Inc. is the investment manager. The Trust is
comprised of six Portfolios, of which the following one is available under the
Contracts:
Alger American Growth Portfolio
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,
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 Program (which is 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 cannot make transfers during the Income Phase. You can make transfers by
telephone. 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 the Scudder
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 $500 (per Portfolio). We will
notify you for instructions if at any time the value of the Scudder 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.
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 relatively new. In order to
demonstrate how the actual investment experience of the Portfolios may affect
your Accumulation Unit values, ULA prepares hypothetical 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 Scudder 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 1.45% 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).
Approximately 1.25% of the mortality and expense risk charge is for the
standard death benefit and approximately .20% is for the enhanced death
benefit (see the Death Benefits section of this prospectus). The portion of
the charge which is to pay for the enhanced death benefit will be charged to
all Contracts issued, whether or not your state permits us to offer the
enhanced death benefit (which means that you may pay for a benefit you do not
receive).
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, together with the contract maintenance
charge (which is explained below), 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. Because this charge is taken out of every
Accumulation Unit value, you may pay more in administrative costs than those
that are associated solely with your Contract. ULA does not intend to profit
from this charge. However, if this charge and the contract maintenance charge
are not enough to cover the costs of the Contracts in the future, ULA will
bear the loss.
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 Payment: 0 1 2 3 4 5 6 7 years 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
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 will 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 will 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 Portfolio 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 partial
withdrawal from the Fixed Account or the Interest Adjustment Account is made
first from the one year Fixed Account Guarantee Period and then 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 withdrawal from the Interest Adjustment Account
may be subject to an adjustment (see Appendix B for information regarding the
Interest Adjustment Account).
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 value of your Contract in the Fixed Account and
the Interest Adjustment Account plus the greater of:
(a) the value of your Contract invested in the Portfolios as of the date
ULA receives proof of death and an election for the method of payment; or
(b) the Purchase Payments you have made which are invested in the
Portfolios, less any money taken out and transfers from the Portfolios (and
related contingent deferred sales charges and transfer fees), increased by 4%
per year up to the first Contract anniversary after your 75th birthday; or
(c) the highest reset value up to the date of death. The reset value is
the value of your Contract invested in the Portfolios on each Contract
anniversary prior to your 80th birthday, plus Purchase Payments you have made
after such Contract anniversary and invested in the Portfolios, less any money
taken out and transfers from the Portfolios after such anniversary and any
related contingent deferred sales charges and transfer fees.
The above death benefit is the enhanced death benefit. It may not be available
in your state. If it is not, the death benefit (standard 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.
Approximately 1.25% of the mortality and expense risk charge is for the
standard death benefit and approximately .20% is for the enhanced death
benefit (see the "Expenses" section of this prospectus). The portion of the
charge which is to pay for the enhanced death benefit will be charged to all
Contracts issued, whether or not your state permits us to offer the enhanced
death benefit (which means that you may pay for a benefit you do not receive).
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.
Until recently, United Life & Annuity Insurance Company (ULA) 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, we may continue to do business as United
Companies Life Insurance Company until the name change is formally approved.
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. Each sub-account invests in a portfolio.
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.
APPENDIX A
CONDENSED FINANCIAL INFORMATION
Accumulation Unit Values
The following schedule includes Accumulation Unit values for the periods
indicated. This data has been taken from the Separate Account's financial
statements. This information should be read in conjunction with the Separate
Account's financial statements and related notes thereto which appear in the
Statement of Additional Information.
<TABLE>
<CAPTION>
<S> <C> <C>
Period from
commencement of
Date of operations or
Commencement for Year Ended
of Operations 12-31-96
ALGER AMERICAN GROWTH SUB-ACCOUNT
Unit value at beginning of period 1/19/96 $ 10.05
Unit value at end of period $ 11.21
Number of units outstanding at end of period 42,143
DREYFUS STOCK INDEX SUB-ACCOUNT
Unit value at beginning of period 3/4/96 $ 10.15
Unit value at end of period $ 12.25
Number of units outstanding at end of period 20,958
DREYFUS GROWTH AND INCOME SUB-ACCOUNT
Unit value at beginning of period 1/19/96 $ 10.48
Unit value at end of period $ 12.45
Number of units outstanding at end of period 11,282
FEDERATED HIGH INCOME BOND FUND II SUB-ACCOUNT
Unit value at beginning of period 1/19/96 $ 10.16
Unit value at end of period $ 11.43
Number of units outstanding at end of period 30,495
FEDERATED UTILITY FUND II SUB-ACCOUNT
Unit value at beginning of period 1/19/96 $ 10.30
Unit value at end of period $ 11.31
Number of units outstanding at end of period 8,388
FEDERATED FUND FOR U.S. GOVERNMENT
SECURITIES II SUB-ACCOUNT
Unit value at beginning of period 3/15/96 $ 10.14
Unit value at end of period $ 10.39
Number of units outstanding at end of period 3,447
MFS EMERGING GROWTH SUB-ACCOUNT
Unit value at beginning of period 1/19/96 $ 10.20
Unit value at end of period $ 11.74
Number of units outstanding at end of period 43,337
MFS TOTAL RETURN SUB-ACCOUNT
Unit value at beginning of period 9/12/96 $ 10.25
Unit value at end of period $ 11.53
Number of units outstanding at end of period 24,528
SCUDDER MONEY MARKET SUB-ACCOUNT
Unit value at beginning of period 1/12/96 $ 10.06
Unit value at end of period $ 10.38
Number of units outstanding at end of period 17,583
SCUDDER INTERNATIONAL SUB-ACCOUNT
Unit value at beginning of period 1/19/96 $ 10.11
Unit value at end of period $ 11.42
Number of units outstanding at end of period 18,553
</TABLE>
As of December 31, 1996, there were no Accumulation Units invested in the Van
Eck Worldwide Hard Assets Portfolio.
APPENDIX B
THE INTEREST ADJUSTMENT ACCOUNT
You may allocate your Purchase Payment to one or more Guarantee Periods of the
Interest Adjustment Account. Currently, we offer three Guarantee Periods in
the Interest Adjustment Account - 3 years, 5 years and 7 years. During the
Accumulation Phase, you may make transfers from the Portfolios or the Fixed
Account to the Guarantee Periods on the next Contract anniversary. There will
be an initial current interest rate for a Guarantee Period. After the
Guarantee Period ends, the current interest rate for any subsequent Guarantee
Period may be different.
Because of certain exemptive and exclusionary provisions, interests in the
Interest Adjustment Account are not registered under the Securities Act of
1933 and the Interest Adjustment Account is not registered as an investment
company under the Investment Company Act of 1940. Therefore, neither the
Interest Adjustment Account nor any interests in it are subject to the
provisions of these Acts and ULA has been advised that the staff of the
Securities and Exchange Commission has not reviewed the disclosure in this
prospectus relating to the Interest Adjustment Account. Disclosures regarding
the Interest Adjustment Account may, however, be subject to certain generally
applicable provisions of the federal securities laws relating to the accuracy
and completeness of statements made in prospectuses.
During the thirty (30) days prior to the end of a Guarantee Period, you may
elect to renew for the same or any other Guarantee Period or may transfer to
the Fixed Account or the Portfolios.
Except on the latest Annuity Date, if you make a withdrawal, transfer from or
begin receiving Annuity Payments from a Guarantee Period of the Interest
Adjustment Account prior to the end of the Guarantee Period, the amounts
withdrawn, transferred or applied to an Annuity Option may be subject to an
interest adjustment (see below). However, no interest adjustment will be
applied in the following situations: (1) payment of a death benefit; (2)
amounts withdrawn to pay fees and charges; (3) amounts withdrawn as the free
withdrawal amount; and (4) amounts withdrawn or transferred within thirty (30)
days prior to the end of the Guarantee Period.
The interest adjustment will be calculated 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 formula below or by (b)
accumulating the Purchase Payment withdrawn, transferred or annuitized by 3%
annually. Both (a) and (b) will be adjusted for any applicable contingent
deferred sales charges and any prior deductions for withdrawals and taxes. The
interest adjustment factor is equal to:
{LEFT [{{(1~+~i)} OVER {(1~+~j~+~.004)}} RIGHT ]} SUP {n/12}~-~1
<TABLE>
<CAPTION>
<S> <C> <C>
where i = Current interest rate credited to the value of your Contract
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.
</TABLE>
The interest adjustment may be positive or negative. The interest adjustment
will be an addition to or deduction from the remaining amount of the value of
your Contract (except when you make a complete withdrawal).
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 Sub-Account
Performance Information
Tax Status
Annuity Provisions
Financial Statements
<TABLE>
<CAPTION>
<S> <C>
________________________________________________________________________
__________________
__________________
__________________
FRONT
- -----
United Life & Annuity Insurance Company
P.O. Box 260100
Baton Rouge, LA 70826-0100
________________________________________________________________________
________________________________________________________________________
Please send me, at no charge, the Statement of Additional Information
dated May 1, 1997, for the SpectraSelect Fixed and Variable Annuity
Contract issued by United Life & Annuity Insurance Company.
(Please print or type and fill in all information)
BACK ________________________________________________________________________
- -----
Name
________________________________________________________________________
Address
________________________________________________________________________
City State Zip Code
________________________________________________________________________
Form #
</TABLE>
PART B
STATEMENT OF ADDITIONAL INFORMATION
INDIVIDUAL AND GROUP 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 MAY 1, 1997, FOR THE INDIVIDUAL
AND GROUP 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 MAY 1, 1997.
TABLE OF CONTENTS
PAGE
Company3
Independent Auditors3
Legal Opinions 4
Distributor4
Reduction or Elimination of the Contingent Deferred Sales Charge4
Yield Calculation For Money Market Sub-Account4
Performance Information5
Tax Status7
Annuity Provisions14
Financial Statements14
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 KPMG Peat Marwick
LLP, 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 Deloitte & Touche LLP, independent auditors, as stated in
their report appearing herein.
LEGAL OPINIONS
Legal matters in connection with the Contracts described herein are being
passed upon by the law firm of Blazzard, Grodd & Hasenauer, P.C., Westport,
Connecticut.
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. For the seven calendar days ended
December 31, 1996, the annualized yield of the Money Market Portfolio was
3.41%.
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. For the seven calendar days ended December 31, 1996, the
effective yield of the Money Market Portfolio was 3.47%.
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 a 1.45% Mortality and Expense Risk Charge, a
.15% 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
<TABLE>
<CAPTION>
<S> <C> <C>
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.
</TABLE>
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
<TABLE>
<CAPTION>
<S> <C> <C>
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.
</TABLE>
The Company may also advertise performance data which will be computed on a
different basis.
HYPOTHETICAL PERFORMANCE INFORMATION
The Sub-Accounts of the Separate Account are relatively new and therefore have
little or no meaningful investment performance history. However, the
corresponding 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 hypothetical 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 hypothetical 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 12/31/96:
<TABLE>
<CAPTION>
CHART 1
SINCE INCEPTION
1 YEAR 3 YEARS 5 YEARS INCEPTION DATE
<S> <C> <C> <C> <C> <C>
Alger American Growth 5.41% 8.86% 11.79% 14.97% 1/9/89
Dreyfus Growth and Income 12.45% -- -- 22.78% 5/2/94
Dreyfus Stock Index 13.62% 8.06% 5.08% 5.82% 9/29/89
Federated High Income Bond II 6.39% -- -- 1.10% 3/1/94
Federated Fund for
U.S. Government Securities II -3.45% -- -- -0.65% 3/28/94
Federated Utility II 2.81% -- -- 4.19% 2/10/94
MFS Emerging Growth 9.27% -- -- 17.77% 7/24/95
MFS Total Return 6.29% -- -- 16.10% 1/3/95
Scudder International 6.11% 4.76% 7.80% 7.06% 5/1/87
Van Eck Worldwide Hard Assets 7.52% 3.85% 11.74% 5.68% 9/1/89
</TABLE>
<TABLE>
<CAPTION>
CHART 2
SINCE INCEPTION
1 YEAR 3 YEARS 5 YEARS INCEPTION DATE
<S> <C> <C> <C> <C> <C>
Alger American Growth 11.41% 9.98% 12.04% 14.97% 1/9/89
Dreyfus Growth and Income 18.45% -- -- 24.11% 5/2/94
Dreyfus Stock Index 19.62% 9.19% 5.41% 5.82% 9/29/89
Federated High Income Bond II 12.39% -- -- 2.80% 3/1/94
Federated Fund for
U.S. Government Securities II 2.55% -- -- 1.16% 3/28/94
Federated Utility II 8.81% -- -- 5.77% 2/10/94
MFS Emerging Growth 15.27% -- -- 21.62% 7/24/95
MFS Total Return 12.29% -- -- 18.67% 1/3/95
Scudder International 12.11% 5.96% 8.10% 7.06% 5/1/87
Van Eck Worldwide Hard Assets 13.52% 5.07% 12.00% 5.68% 9/1/89
</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; and (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. 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.
UNITED COMPANIES
SEPARATE ACCOUNT ONE
Financial Statements
as of December 31, 1996 and 1995
Independent Auditors' Report
INDEPENDENT AUDITORS' REPORT
The Board of Directors of United
Companies Life Insurance Company and
Contractowners of United Companies Separate Account One:
We have audited the accompanying statement of assets and liabilities of the
sub-accounts of United Companies Separate Account One as of December 31, 1996
and the related statements of operations and changes in net assets for the
year then ended. These financial statements are the responsibility of the
Separate Account's management. Our responsibility is to express an opinion of
these financial statements based on our audit. The accompanying statement of
changes in net assets for the period from November 28, 1995 (the date
operations commenced) to December 31, 1995 were audited by other auditors
whose report thereon dated February 16, 1996, expressed an unqualified opinion
on that statement.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets and liabilities of the sub-accounts of
United Companies Separate Account One as of December 31, 1996, the results of
their operations and the changes in their net assets for the year then ended
in conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
February 21, 1997
<PAGE>
<TABLE>
<CAPTION>
UNITED COMPANIES SEPARATE ACCOUNT ONE
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
Alger Dreyfus Federated
------------ -------------------------- ------------
Growth and High Income
Growth Stock Index Income Bond
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Assets
- ----------------------------------------------------------------
Investments in mutual funds at market value:
The Alger American Fund (Alger):
Alger American Growth Portfolio - 86,587.513 shares
(cost $2,856,054) $ 2,972,550
The Dreyfus Variable Investment Fund (Dreyfus):
Stock Index Portfolio - 109,803.764 shares
(cost $2,088,961) $ 2,226,820
Growth and Income Fund - 76,747.137 shares
(cost $1,605,670) $ 1,500,407
Federated Investors (Federated):
High Income Bond Fund II - 216,272.157 shares
(cost $2,158,617) $ 2,214,627
Fund for U.S. Government Securities II - 26,588.729 shares
(cost $266,834)
Utility Fund II - 43,452.761 shares (cost $480,466)
Total assets $ 2,972,550 $ 2,226,820 $ 1,500,407 $ 2,214,627
============ ============ ============ ============
Liabilities - - - -
------------ ------------ ------------ ------------
Net Assets $ 2,972,550 $ 2,226,820 $ 1,500,407 $ 2,214,627
============ ============ ============ ============
Units Outstanding 265,241.783 181,968.922 120,597.703 193,943.083
============ ============ ============ ============
Average Unit Value $ 11.21 $ 12.24 $ 12.44 $ 11.42
============ ============ ============ ============
SpectraDirect Unit Value $ 11.21 $ 12.24 $ 12.44 $ 11.42
============ ============ ============ ============
SpectraSelect Unit Value $ 11.21 $ 12.25 $ 12.45 $ 11.43
============ ============ ============ ============
Federated
------------------------
U.S. Govt
Bond Utility
----------- -----------
<S> <C> <C>
Assets
- ----------------------------------------------------------------
Investments in mutual funds at market value:
The Alger American Fund (Alger):
Alger American Growth Portfolio - 86,587.513 shares
(cost $2,856,054)
The Dreyfus Variable Investment Fund (Dreyfus):
Stock Index Portfolio - 109,803.764 shares
(cost $2,088,961)
Growth and Income Fund - 76,747.137 shares
(cost $1,605,670)
Federated Investors (Federated):
High Income Bond Fund II - 216,272.157 shares
(cost $2,158,617)
Fund for U.S. Government Securities II - 26,588.729 shares
(cost $266,834) $ 268,280
Utility Fund II - 43,452.761 shares (cost $480,466) $ 513,177
-----------
Total assets $ 268,280 $ 513,177
=========== ===========
Liabilities - -
----------- -----------
Net Assets $ 268,280 $ 513,177
=========== ===========
Units Outstanding 25,831.491 45,402.768
=========== ===========
Average Unit Value $ 10.39 $ 11.30
=========== ===========
SpectraDirect Unit Value $ 10.39 $ 11.30
=========== ===========
SpectraSelect Unit Value $ 10.39 $ 11.31
=========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
UNITED COMPANIES SEPARATE ACCOUNT ONE
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
(CONTINED)
MFS Scudder
-------------------------- --------------------------
Emerging Total Money Intl.
Growth Return Market Equity
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Assets
- -------------------------------------------------------------------
Investments in mutual funds at market value:
MFS Variable Insurance Trust (MFS):
Emerging Growth Series - 215,208.693 shares
(cost $2,846,684) $ 2,849,363
Total Return Series - 123,118.47 shares
(cost $1,625,183) $ 1,687,954
Scudder Variable Life Investment Fund (Scudder):
Money Market Portfolio - 2,369,549 shares (cost $2,369,549) $ 2,369,549
International Portfolio - 103,083.833 shares (cost $1,303,034) $ 1,365,861
Van Eck Worldwide Insurance Trust (Van Eck):
Van Eck Gold/Natural Resources Fund - 5,014.665 shares
(cost $80,637)
Total assets $ 2,849,363 $ 1,687,954 $ 2,369,549 $ 1,365,861
============ ============ ============ ============
Liabilities - - - -
------------ ------------ ------------ ------------
Net Assets $ 2,849,363 $ 1,687,954 $ 2,369,549 $ 1,365,861
============ ============ ============ ============
Units Outstanding 242,852.379 146,453.119 228,486.401 119,630.504
============ ============ ============ ============
Average Unit Value $ 11.73 $ 11.53 $ 10.37 $ 11.42
============ ============ ============ ============
SpectraDirect Unit Value $ 11.73 $ 11.52 $ 10.37 $ 11.42
============ ============ ============ ============
SpectraSelect Unit Value $ 11.74 $ 11.53 $ 10.38 $ 11.42
============ ============ ============ ============
Van Eck Total
----------
All
Gold Funds
---------- -----------
<S> <C> <C>
Assets
- -------------------------------------------------------------------
Investments in mutual funds at market value:
MFS Variable Insurance Trust (MFS):
Emerging Growth Series - 215,208.693 shares
(cost $2,846,684)
Total Return Series - 123,118.47 shares
(cost $1,625,183)
Scudder Variable Life Investment Fund (Scudder):
Money Market Portfolio - 2,369,549 shares (cost $2,369,549)
International Portfolio - 103,083.833 shares (cost $1,303,034)
Van Eck Worldwide Insurance Trust (Van Eck):
Van Eck Gold/Natural Resources Fund - 5,014.665 shares
(cost $80,637) $ 83,845
----------
Total assets $ 83,845 $18,052,433
========== ===========
Liabilities - -
---------- -----------
Net Assets $ 83,845 $18,052,433
========== ===========
Units Outstanding 7,121.781
==========
Average Unit Value $ 11.77
==========
SpectraDirect Unit Value $ 11.77
==========
SpectraSelect Unit Value $ 11.78
==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
UNITED COMPANIES SEPARATE ACCOUNT ONE
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
Alger Dreyfus Federated
--------- --------------------------- -------------------------------------
Growth and High Income U.S. Govt
Growth Stock Index Income Bond Bond Utility
--------- ------------- ------------ ------------ ----------- ----------
Year Year (Jan 2* Year (Jan 2* (Jan 19*
Ended Ended thru Ended thru thru
Dec 31 Dec 31 Dec 31) Dec 31 Dec 31) Dec 31)
--------- ------------- ------------ ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Income:
Dividends $ 619 $ 36,046 $ 156,611 $ 81,762 $ 6,038 $ 8,798
Expenses:
Mortality and expense risks charges
and administrative fees 21,665 16,250 10,812 15,237 1,670 3,319
--------- ------------- ------------ ------------ ----------- ----------
NET INVESTMENT INCOME (LOSS) (21,046) 19,796 145,799 66,525 4,368 5,479
--------- ------------- ------------ ------------ ----------- ----------
REALIZED GAIN (LOSS) ON
INVESTMENTS:
Proceeds from sales 386,735 500,219 293,879 769,625 106,145 93,843
Cost of securities 386,785 482,433 270,913 756,771 106,440 93,230
--------- ------------- ------------ ------------ ----------- ----------
Net Gain (Loss) (50) 17,786 22,966 12,854 (295) 613
Capital Gain Distributions Received 26,178 19,578 - - - 37
--------- ------------- ------------ ------------ ----------- ----------
NET REALIZED GAIN (LOSS) 26,128 37,364 22,966 12,854 (295) 650
--------- ------------- ------------ ------------ ----------- ----------
UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Beginning period 467 (361) - 3 - -
End of period 116,495 137,860 (105,264) 56,010 1,446 32,711
--------- ------------- ------------ ------------ ----------- ----------
NET UNREALIZED GAIN (LOSS) 116,028 138,221 (105,264) 56,007 1,446 32,711
--------- ------------- ------------ ------------ ----------- ----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $121,110 $ 195,381 $ 63,501 $ 135,386 $ 5,519 $ 38,840
========= ============= ============ ============ =========== ==========
MFS Scudder Van Eck
--------------------- ---------------------- ---------
Emerging Total Money Intl.
Growth Return Market Equity Gold
---------- --------- ----------- --------- ---------
Year Year Year Year (Jan 2* Total
Ended Ended Ended Ended thru All
Dec 31 Dec 31 Dec 31 Dec 31 Dec 31) Funds
---------- --------- ----------- --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Income:
Dividends $ 21,420 $ 31,557 $ 100,036 $ 1,058 $ 16 $ 443,961
Expenses:
Mortality and expense risks charges
and administrative fees 18,788 12,978 33,553 7,205 386 141,863
---------- --------- ----------- --------- --------- ------------
NET INVESTMENT INCOME (LOSS) 2,632 18,579 66,483 (6,147) (370) 302,098
---------- --------- ----------- --------- --------- ------------
REALIZED GAIN (LOSS) ON
INVESTMENTS:
Proceeds from sales 261,740 414,056 12,580,876 213,823 38,605 15,659,546
Cost of securities 238,436 394,420 12,580,876 207,005 38,405 15,555,714
---------- --------- ----------- --------- --------- ------------
Net Gain (Loss) 23,304 19,636 - 6,818 200 103,832
Capital Gain Distributions Received 2,457 5,158 - - - 53,408
---------- --------- ----------- --------- --------- ------------
NET REALIZED GAIN (LOSS) 25,761 24,794 - 6,818 200 157,240
---------- --------- ----------- --------- --------- ------------
UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Beginning period (8) (713) - - - (612)
End of period 2,679 62,772 - 62,827 3,208 370,744
---------- --------- ----------- --------- --------- ------------
NET UNREALIZED GAIN (LOSS) 2,687 63,485 - 62,827 3,208 371,356
---------- --------- ----------- --------- --------- ------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 31,080 $106,858 $ 66,483 $ 63,498 $ 3,038 $ 830,694
========== ========= =========== ========= ========= ============
<FN>
See accompanying notes to financial statements.
* Date operations commenced.
</TABLE>
<TABLE>
<CAPTION>
UNITED COMPANIES SEPARATE ACCOUNT ONE
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996 AND THE PERIOD FROM NOVEMBER 28, 1995 TO DECEMBER 31, 1995
Alger Dreyfus Federated
----------------------- ------------------------------------------- -----------
Growth and High Income
Growth Stock Index Income Bond
----------------------- ----------------------- ------------------ -----------
Year (Dec 15* Year (Dec 15* (Jan 2* Year
Ended thru Ended thru thru Ended
Dec 31 Dec 31) Dec 31 Dec 31) Dec 31) Dec 31
1996 1995 1996 1995 1996 1995 1996
----------- ---------- ----------- ---------- ----------- ----- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
Operations
Net investment income (loss) $ (21,046) $ (8) $ 19,796 $ 464 $ 145,799 $ - $ 66,525
Net realized gain (loss) 26,128 - 37,364 - 22,966 - 12,854
Net unrealized gain (loss) on
investments 116,028 467 138,221 (361) (105,264) - 56,007
----------- ---------- ----------- ---------- ----------- ----- -----------
Net increase in net assets resulting
from operations 121,110 459 195,381 103 63,501 - 135,386
----------- ---------- ----------- ---------- ----------- ----- -----------
CONTRACT TRANSACTIONS:
Transfer of annuity fund deposits 319,655 65,096 211,527 40,935 194,843 - 167,478
Net transfers between sub-accounts 2,554,609 - 1,832,191 - 1,347,401 - 1,987,073
Death benefits (8,772) - - - (9,276) - (24,893)
Surrenders (79,607) - (53,317) - (96,062) - (55,048)
----------- ---------- ----------- ---------- ----------- ----- -----------
Net increase in net assets resulting
from contract transactions 2,785,885 65,096 1,990,401 40,935 1,436,906 - 2,074,610
----------- ---------- ----------- ---------- ----------- ----- -----------
TOTAL INCREASE IN NET ASSETS 2,906,995 65,555 2,185,782 41,038 1,500,407 - 2,209,996
NET ASSETS:
Beginning period 65,555 - 41,038 - - - 4,631
----------- ---------- ----------- ---------- ----------- ----- -----------
End of period $2,972,550 $ 65,555 $2,226,820 $ 41,038 $1,500,407 $ - $2,214,627
=========== ========== =========== ========== =========== ===== ===========
Federated
-----------------------------------------------
High Income U.S. Govt
Bond Bond Utility
---------- ---------------- -----------------
(Dec 15* (Jan 2* (Jan 19*
thru thru thru
Dec 31) Dec 31) Dec 31)
1995 1996 1995 1996 1995
---------- --------- ----- ---------- -----
<S> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
Operations
Net investment income (loss) $ - $ 4,368 $ - $ 5,479 $ -
Net realized gain (loss) - (295) - 650 -
Net unrealized gain (loss) on
investments 3 1,446 - 32,711 -
---------- --------- ----- ---------- -----
Net increase in net assets resulting
from operations 3 5,519 - 38,840 -
---------- --------- ----- ---------- -----
CONTRACT TRANSACTIONS:
Transfer of annuity fund deposits 4,628 47,816 - 91,429 -
Net transfers between sub-accounts - 234,280 - 398,265 -
Death benefits - - - (8,112) -
Surrenders - (19,335) - (7,245) -
---------- --------- ----- ---------- -----
Net increase in net assets resulting
from contract transactions 4,628 262,761 - 474,337 -
---------- --------- ----- ---------- -----
TOTAL INCREASE IN NET ASSETS 4,631 268,280 - 513,177 -
NET ASSETS:
Beginning period - - - - -
---------- --------- ----- ---------- -----
End of period $ 4,631 $268,280 $ - $ 513,177 $ -
========== ========= ===== ========== =====
<FN>
See accompanying notes to financial statements.
* Date operations commenced.
</TABLE>
<TABLE>
<CAPTION>
UNITED COMPANIES SEPARATE ACCOUNT ONE
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996 AND THE PERIOD FROM NOVEMBER 28, 1995 TO DECEMBER 31, 1995
(CONTINUED)
MFS Scudder
------------------------------------------- -----------------------------------
International
Emerging Growth Total Return Money Market Equity
-------------------- --------------------- ---------------------- -----------
Year (Dec 15* Year (Dec 15* Year (Nov 28* Year
Ended thru Ended thru Ended thru Ended
Dec 31 Dec 31) Dec 31 Dec 31) Dec 31 Dec 31) Dec 31
1996 1995 1996 1995 1996 1995 1996
----------- ------- ----------- -------- ------------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
Operations
Net investment income (loss) $ 2,632 $ 29 $ 18,579 $ 906 $ 66,483 $ 332 $ (6,147)
Net realized gain (loss) 25,761 - 24,794 - - - 6,818
Net unrealized gain (loss) on
investments 2,687 (8) 63,485 (713) - - 62,827
----------- ------- ----------- -------- ------------- ------- -----------
Net increase in net assets resulting
from operations 31,080 21 106,858 193 66,483 332 63,498
----------- ------- ----------- -------- ------------- ------- -----------
CONTRACT TRANSACTIONS:
Transfer of annuity fund deposits 272,751 1,000 138,317 23,848 17,365,947 74,000 156,616
Net transfers between sub-accounts 2,608,016 - 1,484,454 - (15,021,067) - 1,172,920
Death benefits (9,390) - - - (15,651) - (8,422)
Surrenders (54,115) - (65,716) - (100,495) - (18,814)
----------- ------- ----------- -------- ------------- ------- -----------
Net increase in net assets resulting
from contract transactions 2,817,262 1,000 1,557,055 23,848 2,228,734 74,000 1,302,300
----------- ------- ----------- -------- ------------- ------- -----------
TOTAL INCREASE IN NET ASSETS 2,848,342 1,021 1,663,913 24,041 2,295,217 74,332 1,365,798
NET ASSETS:
Beginning period 1,021 - 24,041 - 74,332 - 63
----------- ------- ----------- -------- ------------- ------- -----------
End of period $2,849,363 $1,021 $1,687,954 $24,041 $ 2,369,549 $74,332 $1,365,861
=========== ======= =========== ======== ============= ======= ===========
Scudder Van Eck Total
----- --------------- -----------------------
International All
Equity Gold Funds
----- --------------- -----------------------
(Dec 15* (Jan 2*
thru thru Year Ended
Dec 31) Dec 31) December 31,
1995 1996 1995 1996 1995
----- -------- ----- ------------ ---------
<S> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
Operations
Net investment income (loss) $ - $ (370) $ - $ 302,098 $ 1,723
Net realized gain (loss) - 200 - 157,240 -
Net unrealized gain (loss) on
investments - 3,208 - 371,356 (612)
----- -------- ----- ------------ ---------
Net increase in net assets resulting
from operations - 3,038 - 830,694 1,111
----- -------- ----- ------------ ---------
CONTRACT TRANSACTIONS:
Transfer of annuity fund deposits 63 22,158 - 18,988,537 209,570
Net transfers between sub-accounts - 59,084 - (1,342,774) -
Death benefits - - (84,516) -
Surrenders - (435) - (550,189) -
----- -------- ----- ------------ ---------
Net increase in net assets resulting
from contract transactions 63 80,807 - 17,011,058 209,570
----- -------- ----- ------------ ---------
TOTAL INCREASE IN NET ASSETS 63 83,845 - 17,841,752 210,681
NET ASSETS:
Beginning period - - - 210,681 -
----- -------- ----- ------------ ---------
End of period $ 63 $83,845 $ - $18,052,433 $210,681
===== ======== ===== ============ =========
<FN>
See accompanying notes to financial statements.
* Date operations commenced.
</TABLE>
UNITED COMPANIES SEPARATE ACCOUNT ONE
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND BUSINESS. United Companies Separate Account One (the
"Separate Account") is a separate investment account of United Companies Life
Insurance Company ("UC Life"). The Separate account is registered with the
Securities and Exchange Commission under the Investment Company Act of 1940 as
a unit investment trust. The Separate Account commenced operations on
November 28, 1995. UC Life administers its SpectraSelect and SpectraDirect
products through the Separate Account. SpectraSelect is a seven-year product;
whereas, SpectraDirect is a ten-year product. UC Life is a stock life
insurance company domiciled in Louisiana and organized in 1955. UC Life is
currently authorized to conduct business in 47 states, the District of
Columbia and Puerto Rico. UC Life is a wholly-owned subsidiary of Pacific
Life and Accident Insurance Company, a wholly-owned subsidiary of PennCorp
Financial Group, Inc., an insurance holding company.
As of December 31, 1996, the Separate Account consisted of eleven
sub-accounts. Each of the eleven sub-accounts invests only in a single
corresponding portfolio of either The Alger American Fund (Fred Alger
Management, Advisor), the Dreyfus Variable Investment Fund and the Dreyfus
Stock Index Fund (The Dreyfus Corporation, Advisor), Federated Insurance
Series (Federated Advisors, Advisor), MFS Variable Insurance Trust (MFS,
Advisor), Scudder Variable Life Investment Fund (Scudder, Stevens & Clark,
Inc., Advisor) or the Van Eck Worldwide Insurance Trust (Van Eck Associates
Corporation, Advisor). Each sub-account pays the respective advisor a fee for
services.
2. INVESTMENTS. Investments of the Separate Account are valued daily at
market value using net asset values provided by the respective sub-account
advisors. Transactions are accounted for on the trade date and dividend
income is recognized on the ex-dividend date. Realized gains and losses are
determined on a first-in first-out basis. Generally, investment income and
realized capital gains are reinvested.
3. CONTRACT CHARGES. A mortality and expense risk charge is deducted from
the Separate Account, on a daily basis equal, on an annual basis, to 1.52% for
SpectraDirect and to 1.45% for SpectraSelect, of the average daily net asset
value of each sub-account of the Separate Account. This charge compensates UC
Life for assuming the mortality and expense risks under the contracts and
certificates. In addition, an administrative charge is deducted from the
Separate Account for both SpectraDirect and SpectraSelect contracts which is
equal, on an annual basis, to .15% of the average daily net asset value of
each sub-account of the Separate Account. This charge compensates UC Life for
costs associated with the administration of the contracts, certificates and
the Separate Account. Under certain circumstances, a transfer fee may be
assessed when an owner or certificate holder transfers contract values or
certificate holder's account values between sub-accounts or to or from UC
Life's fixed accounts. A contingent deferred sales charge is assessed against
full or partial surrenders in accordance with contract terms. There is no
contingent deferred sales charge if all premiums were received at least ten
years for SpectraDirect and seven years for SpectraSelect prior to the date of
the full or partial surrenders. An annual contract or certificate maintenance
fee of $30 is charged on SpectraDirect contracts based upon a minimum contract
value. Some states and other jurisdictions assess premium taxes at the time
purchase payments are made; others assess premium taxes at the time annuity
payments begin. Premium taxes are deducted when they are due.
4. INCOME TAXES. The operations of the Separate Account are included in
the federal income tax return of UC Life, which is taxed as a Life Insurance
Company under the provisions of the Internal Revenue Code. UC Life does not
expect to incur any federal income tax liability on earnings, or realized
capital gains attributable to the Separate Account, therefore, no charges for
federal income taxes are currently deducted from the Separate Account. If UC
Life incurs income taxes attributable to the Separate Account, or determines
that such taxes will be incurred, it may make a charge for such taxes against
the Separate Account.
<TABLE>
<CAPTION>
UNITED COMPANIES SEPARATE ACCOUNT ONE
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. CHANGES IN THE UNITS OUTSTANDING.
Alger Dreyfus Federated
------------------- ----------------------------------- -----------------------------
U.S. Government
Growth Stock Index Growth and Income High Income Bond Bond
------------------- ------------------- -------------- ------------------- --------
(Dec 15* (Dec 15* (Jan 2* (Dec 26* (Jan 2*
thru thru thru thru thru
Dec 31) Dec 31) Dec 31) Dec 31) Dec 31)
1996 1995 1996 1995 1996 1995 1996 1995 1996
-------- --------- -------- --------- -------- ---- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Units outstanding beginning of the period 6,521 - 4,041 - - - 456 - -
Units purchased 29,243 - 18,333 - 15,903 - 15,536 - 4,670
Units transferred between sub-accounts 237,682 6,521 164,152 4,041 113,297 - 185,228 456 23,085
Units surrendered (8,204) - (4,557) - (8,602) - (7,277) - (1,924)
-------- --------- -------- --------- -------- ---- -------- --------- --------
Units outstanding end of the period 265,242 6,521 181,969 4,041 120,598 - 193,943 456 25,831
======== ========= ======== ========= ======== ==== ======== ========= ========
Federated
---------------------
U.S. Government
Bond Utility
---- ---------------
(Jan 19*
thru
Dec 31)
1995 1996 1995
---- --------- ----
<S> <C> <C> <C>
Units outstanding beginning of the period - - -
Units purchased - 8,713 -
Units transferred between sub-accounts - 38,142 -
Units surrendered - (1,452) -
---- --------- ----
Units outstanding end of the period - 45,403 -
==== ========= ====
<FN>
* Date operations commenced.
</TABLE>
<TABLE>
<CAPTION>
UNITED COMPANIES SEPARATE ACCOUNT ONE
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. CHANGES IN THE UNITS OUTSTANDING. (CONTINUED)
MFS Scudder
---------------------------------------- -------------------------------
International
Emerging Growth Total Return Money Market Equity
------------------- ------------------- --------------------- --------
(Dec 15* (Dec 15* (Nov 28*
thru thru thru
Dec 31) Dec 31) Dec 31)
1996 1995 1996 1995 1996 1995 1996
-------- --------- -------- --------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Units outstanding beginning of the period 100 - 2,346 - 7,407 - 6
Units purchased 23,409 - 12,487 - 1,703,017 20,925 14,346
Units transferred between sub-accounts 224,700 100 137,503 2,346 (1,471,540) (13,518) 107,758
Units surrendered (5,357) - (5,883) - (10,398) - (2,479)
-------- --------- -------- --------- --------------------- --------
Units outstanding end of the period 242,852 100 146,453 2,346 228,486 7,407 119,631
======== ========= ======== ========= =========== ======== ========
Scudder Van Eck
-------- --------------
International
Equity Gold
-------- --------------
(Dec 15* (Jan 2*
thru thru
Dec 31) (Dec 31)
1995 1996 1995
-------- -------- ----
<S> <C> <C> <C>
Units outstanding beginning of the period - - -
Units purchased - 1,937 -
Units transferred between sub-accounts 6 5,223 -
Units surrendered - (38) -
-------- -------- ----
Units outstanding end of the period 6 7,122 -
======== ======== ====
<FN>
* Date operations commenced.
</TABLE>
<TABLE>
<CAPTION>
UNITED COMPANIES SEPARATE ACCOUNT ONE
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
6. UNIT VALUES:
A summary of unit values and units outstanding for variable annuity contracts and the expense
ratios, including expenses of the underlying funds for each of the two years in the period
ended December 31, 1996 follows.
Annualized
of Ratio of
to Expenses
Average Net Assets to Average
Units Unit Value (000's) Assets Net Assets
------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Alger American Growth Portfolio
- ------------------------------------------------
December 31
1996 265,242 $ 11.21 $ 2,972,550 1.43%
1995 6,521 10.05 65,555 .56%
Dreyfus Stock Index Portfolio
- ------------------------------------------------
December 31
1996 181,969 12.24 2,226,820 1.43%
1995 4,041 10.15 41,038 .44%
Dreyfus Growth and Income Fund
- ------------------------------------------------
December 31
1996 120,598 12.44 1,500,407 1.44%
1995 - - - -
Federated High Income Bond Fund II
- ------------------------------------------------
December 31
1996 193,943 11.42 2,214,627 1.37%
1995 456 10.16 4,631 -
Federated Fund for U.S. Government Securities II
- ------------------------------------------------
December 31
1996 25,831 10.39 268,280 1.24%
1995 - - - -
Federated Utility Fund II
- ------------------------------------------------
December 31
1996 45,403 11.30 513,177 1.29%
1995 - - - -
MFS Emerging Growth Series
- ------------------------------------------------
December 31
1996 242,852 11.73 2,849,363 1.32%
1995 100 10.19 1,021 -
MFS Total Return Series
- ------------------------------------------------
December 31
1996 146,453 11.53 1,687,954 1.52%
1995 2,346 10.25 24,041 .57%
Scudder Money Market Portfolio
- ------------------------------------------------
December 31
1996 228,486 10.37 2,369,549 2.75%
1995 7,407 10.04 74,332 4.29%
Scudder International Portfolio
- ------------------------------------------------
December 31
1996 119,631 11.42 1,365,861 1.05%
1995 6 10.11 63 -
Van Eck Gold/Natural Resources Fund
- ------------------------------------------------
December 31
1996 7,122 11.77 83,845 .92%
1995 - - - -
</TABLE>
<PAGE> 1
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholder
United Companies Life Insurance Company:
We have audited the accompanying consolidated balance sheet of United Companies
Life Insurance Company and subsidiary as of December 31, 1996, and the related
consolidated statements of operations, cash flows, and stockholder's equity for
the periods from July 24, 1996 to December 31, 1996 (Successor period), and
from January 1, 1996 to July 23, 1996 (Predecessor period). Our audit also
included the financial statement schedules listed in the Index at Item 14.
These consolidated financial statements and financial statement schedules are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedules based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the aforementioned consolidated financial statements present
fairly, in all material respects, the financial position of United Companies
Life Insurance Company and subsidiary as of December 31, 1996, and the results
of their operations and their cash flows for the periods from July 24, 1996 to
December 31, 1996 (Successor period), and from January 1, 1996 to July 23, 1996
(Predecessor period), in conformity with generally accepted accounting
principles. Also in our opinion, the related financial statements schedules,
when considered in relation to the basic consolidated financial statements taken
as a whole, present fairly, in all material respects, the information set forth
therein.
As discussed in Note 2 to the consolidated financial statements, effective July
24, 1996, PennCorp Financial Group, Inc. acquired all of the outstanding stock
of United Companies Life Insurance Company in a business combination accounted
for as a purchase. As a result of the acquisition, the consolidated financial
information for the period after the acquisition is presented on a different
cost basis than that for the periods before the acquisition and, therefore, is
not comparable.
/s/ KPMG PEAT MARWICK LLP
Baton Rouge, Louisiana
February 28, 1997
<PAGE> 2
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors of
United Companies Life Insurance Company
We have audited the accompanying consolidated balance sheet of United Companies
Life Insurance Company and its subsidiary as of December 31, 1995, and the
related consolidated statements of income, stockholder's equity, and cash flows
for each of the two years in the period ended December 31, 1995. Our audits
also included the financial statement schedules listed in the Index at Item 14.
These financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statements and financial statement schedules based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of United Companies Life Insurance
Company and its subsidiary at December 31, 1995, and the results of their
operations and their cash flows for each of the two years in the period ended
December 31, 1995 in conformity with generally accepted accounting principles.
Also, in our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
/s/ DELOITTE & TOUCHE LLP
Baton Rouge, Louisiana
February 29, 1996
<PAGE> 3
UNITED COMPANIES LIFE INSURANCE COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Purchase Historical
basis of basis of
accounting accounting
---------- ----------
December 31, December 31,
1996 1995
---------- ----------
(dollars in thousands)
<S> <C> <C>
Assets
Investments:
Fixed maturity securities:
Held for investment at amortized cost (fair value $50,902 in
1996 and $59,330 in 1995)...................................... $ 48,473 $ 60,919
Available for sale at fair value (amortized cost $1,127,850
in 1996 and $1,094,385 in 1995)................................ 1,144,165 1,140,160
Mortgage loans on real estate, less allowances for doubtful
loans of $11,945 in 1996 and $2,117 in 1995........................ 235,981 336,269
Investment real estate ............................................. -- 32,423
Policy loans ....................................................... 21,536 20,291
Investments in limited partnerships ................................ 5,704 25,594
Short-term investments ............................................. 467 22,804
Other invested assets .............................................. 1,491 3,263
---------- ----------
Total investments .......................................... 1,457,817 1,641,723
Cash ................................................................. 14,487 3,028
Accrued investment income ............................................ 17,251 16,529
Due from reinsurers .................................................. 34,923 33,583
Present value of insurance in force .................................. 54,931 --
Deferred policy acquisition costs .................................... 4,187 90,703
Costs in excess of net assets acquired ............................... 33,373 --
Deferred income tax benefit .......................................... 11,589 --
Other assets ......................................................... 7,186 3,831
Assets held in separate accounts ..................................... 18,052 211
---------- ----------
Total assets ............................................... $1,653,796 $1,789,608
========== ==========
Liabilities and stockholder's equity
Liabilities:
Policy reserves .................................................... $1,441,582 $1,530,805
Repurchase agreements .............................................. -- 40,857
Deferred income tax payable ........................................ -- 22,770
Other liabilities .................................................. 16,755 8,440
Liabilities related to separate accounts ........................... 18,052 211
---------- ----------
Total liabilities .......................................... 1,476,389 1,603,083
---------- ----------
Stockholder's equity:
Common stock, $2 par value;
Authorized - 4,200,528 shares;
Issued - 4,200,528 shares ....................................... 8,401 8,401
Additional paid-in capital ......................................... 158,913 28,980
Retained earnings .................................................. 6,076 119,667
Net unrealized gains on securities ................................. 4,017 29,477
---------- ----------
Total stockholder's equity ................................. 177,407 186,525
---------- ----------
Total liabilities and stockholder's equity ................. $1,653,796 $1,789,608
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
UNITED COMPANIES LIFE INSURANCE COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Purchase
basis of
accounting Historical basis of accounting
---------- --------------------------------------
Period from Period from
Jul 24 to Jan 1 to
Dec 31, Jul 23, Years ended December 31,
---------- ---------- ------------------------
1996 1996 1995 1994
---------- ---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
REVENUES:
Premiums ................................................... $ 3,483 $ 3,732 $ 8,508 $ 11,373
Interest sensitive policy product charges .................. 1,048 1,421 1,949 1,432
Net investment income ...................................... 50,041 66,421 125,591 117,105
Realized investment gains (losses) ......................... 559 (1,592) (3,670) (4,803)
Other income ............................................... 907 52 172 (8)
---------- ---------- ---------- ----------
Total revenues ..................................... 56,038 70,034 132,550 125,099
---------- ---------- ---------- ----------
EXPENSES:
Interest on annuity policies ............................... 32,022 42,434 81,035 74,497
Insurance benefits ......................................... 3,836 5,967 9,930 12,654
Amortization of present value of insurance in force
and deferred policy acquisition costs ................. 5,068 9,699 13,159 13,528
Amortization of costs in excess of net assets acquired ..... 675 -- -- --
Underwriting and other administrative expenses ............. 4,733 9,753 16,326 15,340
---------- ---------- ---------- ----------
Total benefits and expenses ........................ 46,334 67,853 120,450 116,019
---------- ---------- ---------- ----------
Income before income taxes ................................... 9,704 2,181 12,100 9,080
---------- ---------- ---------- ----------
PROVISION (BENEFIT) FOR INCOME TAXES:
Current .................................................... 2,427 1,139 5,259 5,915
Deferred ................................................... 1,201 (370) (1,194) (2,721)
---------- ---------- ---------- ----------
Total .............................................. 3,628 769 4,065 3,194
---------- ---------- ---------- ----------
Net income ................................................. $ 6,076 $ 1,412 $ 8,035 $ 5,886
========== ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
UNITED COMPANIES LIFE INSURANCE COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Purchase
basis of Historical basis
accounting of accounting
---------- -------------
Period from Period from
Jul 24 to Jan 1 to
Dec 31, Jul 23,
--------- ---------
1996 1996
--------- ---------
(dollars in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income .............................................................................. $ 6,076 $ 1,412
Adjustments to reconcile net income to net cash provided by operating activities:
Capitalization of deferred policy acquisition costs ................................... (5,172) (4,797)
Amortization of intangibles, depreciation and accretion, net .......................... 5,743 9,699
Decrease in policy liabilities and accruals and other policyholder funds .............. 28,282 37,485
Purchases of trading securities ....................................................... (99) (593)
Sales of trading securities ........................................................... 228 441
Other, net ............................................................................ 2,000 3,032
--------- ---------
Net cash provided by operating activities ........................................ 37,058 46,679
--------- ---------
Cash flows from investing activities:
Purchases of securities available for sale ............................................ (94,025) (158)
Maturities of securities held for investment .......................................... 7,796 2,790
Maturities of securities available for sale ........................................... 18,781 35,692
Acquisitions and originations of mortgage loans ....................................... (112,473) (749,952)
Sales of securities available for sale ................................................ 3 --
Sales of mortgage loans ............................................................... 151,972 732,484
Principal payments on mortgage loans .................................................. 21,657 44,264
Decrease (increase) in short-term investments, net (including changes in amounts
due to broker) ................................................................... 50,063 (27,726)
Other, net ............................................................................ 153 235
--------- ---------
Net cash provided by investing activities ........................................ 43,927 37,629
--------- ---------
Cash flows from financing activities:
Receipts from interest sensitive products credited to policyholders' account balances.. 52,675 56,403
Return of policyholders' account balances on interest sensitive products .............. (109,233) (160,622)
Other, net ............................................................................ 4,961 1,982
--------- ---------
Net cash used by financing activities ............................................ (51,597) (102,237)
--------- ---------
Increase (decrease) in cash ...................................................... 29,388 (17,929)
Cash (overdraft) at beginning of year or acquisition date................................... (14,901) 3,028
--------- ---------
Cash (overdraft) at end of year or acquisition date......................................... $ 14,487 $ (14,901)
========= =========
Supplemental disclosures:
Income taxes paid ..................................................................... $ -- $ 2,797
Interest paid ......................................................................... 439 2,392
<CAPTION>
Historical basis of accounting
------------------------------
Year Ended December 31,
----------------------
1995 1994
--------- ---------
(dollars in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income .............................................................................. $ 8,035 $ 5,886
Adjustments to reconcile net income to net cash provided by operating activities:
Capitalization of deferred policy acquisition costs ................................... (11,947) (21,947)
Amortization of intangibles, depreciation and accretion, net .......................... 13,159 13,528
Decrease in policy liabilities and accruals and other policyholder funds .............. 71,048 59,860
Purchases of trading securities ....................................................... (442) (919)
Sales of trading securities ........................................................... 541 232
Other, net ............................................................................ 8,017 5,974
--------- ---------
Net cash provided by operating activities ........................................ 88,411 62,614
--------- ---------
Cash flows from investing activities:
Purchases of securities available for sale ............................................ (136,503) (300,384)
Maturities of securities held for investment .......................................... 1,940 2,270
Maturities of securities available for sale ........................................... 51,000 76,778
Acquisitions and originations of mortgage loans ....................................... (1,208,195) (901,898)
Sales of securities available for sale ................................................ 25,185 7,363
Sales of mortgage loans ............................................................... 1,111,636 940,099
Principal payments on mortgage loans .................................................. 71,294 94,084
Decrease (increase) in short-term investments, net (including changes in amounts
due to broker) ................................................................... 31,860 (17,813)
Other, net ............................................................................ (180) (630)
--------- ---------
Net cash used by investing activities ............................................ (51,963) (100,131)
--------- ---------
Cash flows from financing activities:
Receipts from interest sensitive products credited to policyholders' account balances.. 135,325 249,738
Return of policyholders' account balances on interest sensitive products .............. (222,791) (191,812)
Other, net ............................................................................ 40,877 (29,956)
--------- ---------
Net cash used by financing activities.... ........................................ (46,589) 27,970
--------- ---------
Increase (decrease) in cash ...................................................... (10,141) (9,547)
Cash at beginning of year .................................................................. 13,169 22,716
--------- ---------
Cash at end of year ........................................................................ $ 3,028 $ 13,169
========= =========
Supplemental disclosures:
Income taxes paid ..................................................................... $ 4,655 $ 1,399
Interest paid ......................................................................... 3,362 1,987
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 6
UNITED COMPANIES LIFE INSURANCE COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
Net
Unrealized
Additional Gains Total
Common Paid-in Retained (Losses) Stockholder's
Stock Capital Earnings on Securities Equity
-------------- -------------- --------------- --------------- ------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
HISTORICAL BASIS OF ACCOUNTING:
Balance, December 31, 1993................... $ 8,401 $28,980 $105,746 $ -- $143,127
Net income................................... -- -- 5,886 -- 5,886
Cumulative effect of accounting change, net.. -- -- -- (46.834) (46,834)
------ -------- -------- -------- --------
Balance, December 31, 1994................... 8,401 28,980 111,632 (46,834) 102,179
Net income................................... -- -- 8,035 -- 8,035
Change in net unrealized gains (losses)
on securities, net......................... -- -- -- 76,311 76,311
------ -------- -------- -------- --------
Balance, December 31, 1995................... 8,401 28,980 119,667 29,477 186,525
Net income................................... -- -- 1,412 -- 1,412
Change in net unrealized gains (losses)
on securities, net......................... -- -- -- (31,665) (31,665)
Distribution to stockholder.................. -- -- (58,334) -- (58,334)
------ -------- -------- -------- --------
Balance, July 23, 1996.................. $8,401 $ 28,980 $ 62,745 $(2,188) $ 97,938
====== ======== ======== ======== ========
PURCHASE BASIS OF ACCOUNTING:
Balance, July 24, 1996....................... $8,401 $101,655 $ -- $ -- $110,056
Net income................................... -- -- 6,076 -- 6,076
Capital contribution......................... -- 57,258 -- -- 57,258
Change in net unrealized gains (losses)
on securities, net......................... -- -- -- 4,017 4,017
------ -------- -------- -------- --------
Balance, December 31, 1996.............. $8,401 $158,913 $ 6,076 $ 4,017 $177,407
====== ======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 7
UNITED COMPANIES LIFE INSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1.1 Principles of Consolidation. The consolidated financial statements
include United Companies Life Insurance Company (the "Company") and its
wholly-owned subsidiary, United Variable Services, Inc. All significant
intercompany balances and transactions have been eliminated in the consolidated
financial statements.
1.2 Organization. United Companies Life Insurance Company (the
"Company" or "UC Life") is a wholly-owned subsidiary of Pacific Life and
Accident Insurance Company ("PLAIC"), a wholly-owned subsidiary of PennCorp
Financial Group, Inc. ("PennCorp"). (See note 2 to Notes to Consolidated
Financial Statements.) PennCorp is an insurance holding company which offers,
through its wholly-owned subsidiaries, a broad range of life insurance, annuity
and accident and sickness products.
The Company, a life insurance company domiciled in Louisiana and
organized in 1955, is currently authorized to conduct business in 47 states,
the District of Columbia and Puerto Rico. The primary products of the Company
are tax deferred annuity contracts marketed to individuals principally through
financial institutions and independent agents.
1.3 Basis of Presentation. The accompanying financial statements have
been prepared in accordance with generally accepted accounting principals
("GAAP") on a historical cost basis of accounting through the date of
acquisition and on a purchase GAAP push-down basis of accounting ("purchase
GAAP") from the date of acquisition to the end of the period. The comparability
of the financial condition and the operating results for the post-acquisition
period and the pre-acquisition periods are affected by the mark to market
valuation of assets and liabilities under purchase accounting which became the
new cost basis.
The preparation of financial statements in conformity with GAAP
requires management to make certain estimates and assumptions that affect the
reported amounts of assets and liabilities and the reported amounts of revenues
and expenses during the reporting period. Accounts that the Company deems to be
acutely sensitive to changes in estimates include deferred policy acquisition
costs, future policy benefits, policy and contract claims and present value of
insurance in force. In addition, the Company must determine requirements for
disclosure of contingent assets and liabilities as of the date of the financial
statements based upon estimates. In all instances, actual results could differ
from these estimates.
1.4 Investments.
1.4(a)Fixed Maturity and Equity Securities. During the first quarter
of 1994, the Company implemented the provisions of Financial Accounting
Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS")
No. 115, which revised the method of accounting for certain of the
Company's investments. Prior to adoption of SFAS No. 115, the Company reported
its investments in fixed income investments at amortized cost, adjusted for
declines in value considered to be other than temporary. SFAS No. 115 requires
the classification of securities in one of three categories: "available for
sale," "held to maturity" or "trading." Securities classified as held to
maturity are carried at amortized cost, whereas securities classified as
trading securities or available for sale are recorded at fair value. Effective
with the adoption of SFAS No. 115, the Company determined the appropriate
classification of its investments and, if necessary, adjusted the carrying
value of such securities, accordingly, as if the unrealized gains or losses
had been realized. The adjustment, net of applicable income taxes, for
investments classified as available for sale is recorded in "Net unrealized
gains (losses) on securities" and is included in stockholder's equity on the
balance sheet. The adjustment for investments classified as trading is
recorded in "other income" in the statement of income.
<PAGE> 8
1.4(b) Mortgage Loans on Real Estate. Loans are carried at amortized
cost, net of an allowance for losses. The Company provides for estimated loan
losses on loans owned by the Company by establishing an allowance for loan
losses through a charge to earnings. The Company conducts periodic reviews of
the quality of the loan portfolio and estimates the risk of loss based upon
historical loss experience, prevailing economic conditions, estimated
collateral value and such other factors which, in management's judgment, are
relevant in estimating the adequacy of the Company's allowance for loan losses.
While management uses the best information available in conducting its
evaluation, future adjustments to the allowance may be necessary if there are
significant changes in economic conditions, collateral value or other elements
used in conducting the review.
1.4(c) Investment Real Estate. The Company's investments in real estate
are comprised of properties received in settlement of loans ("foreclosed
properties"). The Company records foreclosed properties at the lower of their
fair value less estimated costs to sell ("fair value") or the outstanding loan
amount plus accrued interest ("cost"). The Company accomplishes this by
providing a specific reserve, on a property by property basis, for the
difference between fair value and cost. Fair value is determined by property
appraisals performed either by its former affiliate, United Companies Lending
Corporation ("UC Lending"), or independent appraisers. The related adjustments
are included in the Company's provision for losses. Depreciation is computed on
the straight-line method over the estimated useful lives of the underlying
property. In conjunction with the sale of the Company (see note 2 to Notes to
Consolidated Financial Statements) all of the Company's investment real estate
was distributed to its former parent.
1.4(d) Policy Loans. Policy loans are reported at unpaid principal
balance.
1.4(e) Investment in Limited Partnerships. The Company's investment in
limited partnerships, whose affairs are not controlled by the Company, is
reflected on the equity method.
1.4(f) Short-term Investments. At December 31, 1996, short-term
investments totaled $467,000 bearing interest rates ranging from 4.9% to 5.3%
per annum.
1.4(g) Realized Investment Gains and Losses. Realized investment gains
and losses and declines in value which are other than temporary, determined on
the basis of specific identification, are included in net income.
1.5 Present Value of Insurance In Force. The present value of
insurance in force represents the anticipated gross profits to be realized from
future revenues on insurance in force at the date the Company was purchased,
discounted to provide an appropriate rate of return and amortized, with
interest, over the years that such profits are anticipated to be received in
proportion to the estimated gross profits.
1.6 Deferred Policy Acquisition Costs. Commissions and other costs
related to the production of new and renewal business have been deferred. The
deferred costs related to traditional life insurance are amortized over the
premium payment period using assumptions consistent with those used in
computing policy benefit reserves. Deferred costs related to annuities and
interest sensitive products are amortized over the estimated life of the policy
in relation to the present value of estimated gross profits on the contract.
The Company periodically reviews the appropriateness of assumptions used in
calculating the estimated gross profits on annuity contracts. Any change
required in these assumptions may result in an adjustment to deferred policy
acquisition costs which would affect income.
1.7 Costs in Excess of Net Assets Acquired. Costs in excess of the
fair value of net assets acquired are amortized on a straight-line basis over
20 years. Accumulated amortization was $675,000 at December 31, 1996.
The Company continuously monitors the value of costs in excess of net
assets acquired based upon estimates of future earnings. Any amounts deemed to
be impaired are charged, in the period in which such impairment was determined,
as an expense against earnings. For the periods presented there was no charge
to earnings for the impairment of costs in excess of net assets acquired.
1.8 Other Assets. Property is stated at cost less accumulated
depreciation and is included in "Other assets." Depreciation is computed on the
straight-line and accelerated methods over the estimated useful lives of the
assets.
1.9 Policy Reserves. Policy benefit reserves for traditional life
insurance policies have been provided on a net level premium method including
assumptions as to investment yield, mortality and withdrawals based on the
Company's experience and industry standards with provisions for possible
adverse deviation. Investment yield assumptions range from 5.5% to 8.5% per
annum. Policy benefit reserves include certain deferred profits on limited
payment policies. These profits are being recognized in income over the policy
term. Subsequent to the purchase, the Company utilizes statutory reserves as a
reasonable approximation of GAAP reserves for all non-interest sensitive
products.
<PAGE> 9
Reserves for annuity policies and interest sensitive life
policies represent the policy account balance, or accumulated fund value,
before applicable surrender charges. Benefit claims incurred in excess of
related policy account balances and interest credited during the period to
policy account balances are charged to expense.
1.10 Repurchase agreements. At December 31, 1995, the Company had a
liability of approximately $40.9 million incurred pursuant to securities sold
under agreements to repurchase ("repurchase agreements"). The securities sold
under these agreements are classified as "Available for sale" investment
securities and are carried at their aggregate market value of $42.2 million at
December 31, 1995. The repurchase agreements bore interest at 5.70% and 5.74%
and matured in January, 1996. There were no repurchase agreements at December
31, 1996.
1.11 Income Taxes. The Company accounts for income taxes under the
provisions of SFAS No. 109, "Accounting for Income Taxes." Under the asset and
liability method of SFAS 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to (i) temporary
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases, and (ii) operating loss and tax
credit carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which the
temporary differences are expected to be recovered or settled. Under SFAS No.
109, the effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date. Prior
to the date of the sale, the Company filed a consolidated federal income tax
return with its former parent and other former affiliated companies. The former
parent allocated to the Company its proportionate share of the consolidated tax
liability under a tax allocation agreement whereby each affiliate's federal
income tax provision is computed on a separate return basis. Subsequent to the
purchase, the Company files a consolidated return with PLAIC whereby the
Company's proportionate share of the consolidated tax liability is allocated
based upon separate return calculations.
1.12 Insurance Revenues. Income on short duration single premium
contracts, primarily credit insurance products, is recognized over the contract
period. Premiums on other insurance contracts principally traditional life
insurance and limited payment life insurance policies, are recognized as
revenue when due.
Revenues for interest sensitive annuity contracts represent charges
assessed against the policyholders' account balance, primarily for the
surrenders.
1.13 Reinsurance. The Company generally reinsures with other insurance
companies the portion of any one risk which exceeds $100,000. On certain types
of policies this limit is $25,000. The Company is contingently liable for
insurance ceded to reinsurers. Premiums ceded under reinsurance agreements were
$1.3 million, $1.7 million and $2.1 million in 1996, 1995 and 1994,
respectively. Reserve credit taken under reinsurance agreements totaled $33.9
million, $32.9 million and $34.0 million at December 31, 1996, 1995 and 1994,
respectively.
<PAGE> 10
The Company has a receivable at December 31, 1996 of approximately
$32.7 million from one reinsurer; however, the funds supporting the receivable
are escrowed in a separate trust account for the benefit of the Company by the
reinsurer. The following table reflects the effect of reinsurance agreements on
premiums and the amounts earned for the periods indicated.
<TABLE>
<CAPTION>
Purchase
basis of
accounting Historical basis of accounting
---------- --------------------------------------
Period from Period from
Jul 24 to Jan 1 to
Dec 31, Jul 23, Years ended December 31,
---------- ---------- ------------------------
1996 1996 1995 1994
---------- ---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Direct premiums ................. $ 2,704 $ 3,148 $ 7,659 $ 10,537
Reinsurance assumed ............. 1,214 1,461 2,589 2,966
Reinsurance ceded ............... (435) (877) (1,740) (2,130)
---------- ---------- ---------- ----------
Net insurance premiums ..... $ 3,483 $ 3,732 $ 8,508 $ 11,373
========== ========== ========== ==========
</TABLE>
1.14 Participating Policies. Direct participating business, primarily
related to the Company's pre-need funeral policies, represented 9%, 8.2% and
7.2% of the life insurance in force as of December 31, 1996, 1995 and 1994,
respectively. The amount of dividends paid on participating policies is based
on published dividend scales and totaled $1.4 million, $1.2 million and $1.0
million for the years ended December 31, 1996, 1995 and 1994, respectively.
1.15 Reclassifications. Certain amounts from prior periods have been
reclassified to conform with the current year presentation. Such
reclassifications had no effect on net income.
2. SALE OF THE COMPANY
On July 24, 1996, PLAIC consummated the acquisition of the Company from
United Companies Financial Corporation ("UC Financial"). Pursuant to an Amended
and Restated Stock Purchase Agreement (the "Agreement") dated as of July 24,
1996, PLAIC acquired 100% of the outstanding capital stock of UC Life (the "UC
Life Common Stock") for $110.1 million in cash including expenses incurred of
$9.7 million as part of the acquisition. Immediately following the acquisition
of UC Life, PLAIC contributed $57.3 million in cash to UC Life, which
represented the market value of certain real estate and other assets distributed
to UC Financial immediately prior to the consummation of the acquisition.
The Company's acquisition has been accounted for using the purchase
method of accounting. The total purchase price of the acquisition was allocated
to the tangible and intangible assets and liabilities acquired based upon their
respective fair values as of the date of acquisition. Based upon such
respective fair values, the value of the net assets acquired was $76.0 million,
resulting in costs in excess of net assets acquired at the date of acquisition
of $34.1 million.
<PAGE> 11
3. INVESTMENTS
3.1 Fixed Maturity Securities. The Company's portfolio of fixed
maturity securities consisted of the following:
<TABLE>
<CAPTION>
December 31, 1996
-------------------------------------------------
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
---------- ---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Available for Sale:
U.S. Government ....... $ 9,029 $ 93 $ -- $ 9,122
Municipal ............. 5,434 1 48 5,387
Foreign ............... 10,920 185 -- 11,105
Corporate ............. 414,551 5,944 1,064 419,431
Mortgage-backed ....... 687,916 11,210 6 699,120
---------- ---------- ---------- ----------
Total ............ $1,127,850 $ 17,433 $ 1,118 $1,144,165
========== ========== ========== ==========
Held for Investment:
Corporate ............. $ 13,927 $ 124 $ 2 $ 14,049
Mortgage-backed ....... 34,546 2,307 -- 36,853
---------- ---------- ---------- ----------
Total ............ $ 48,473 $ 2,431 $ 2 $ 50,902
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
-------------------------------------------------
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
---------- ---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Available for Sale:
U.S. Government ....... $ 11,504 $ 409 $ -- $ 11,913
Municipal ............. 425 21 -- 446
Foreign ............... 20,394 1,916 -- 22,310
Corporate ............. 328,546 22,452 679 350,319
Mortgage-backed ....... 733,516 22,258 602 755,172
---------- ---------- ---------- ----------
Total ............ $1,094,385 $ 47,056 $ 1,281 $1,140,160
========== ========== ========== ==========
Held for Investment:
Corporate ............. $ 16,692 $ 550 $ 281 $ 16,961
Mortgage-backed ....... 44,227 1,414 3,272 42,369
---------- ---------- ---------- ----------
Total ............ $ 60,919 $ 1,964 $ 3,553 $ 59,330
========== ========== ========== ==========
</TABLE>
The cost and estimated fair value of fixed maturity securities by
contractual maturity at December 31, 1996 are shown below.
<TABLE>
<CAPTION>
Available for Sale Held for Investment
----------------------- -----------------------
Amortized Fair Amortized Fair
Cost Value Cost Value
---------- ---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
1 year or less .................... $ 14,605 $ 14,637 $ -- $ --
Over 1 year through 5 years ....... 87,224 87,973 8,507 8,568
Over 5 years through 10 years ..... 319,480 323,733 5,420 5,481
After 10 years .................... 18,625 18,702 -- --
Mortgage-backed securities ........ 687,916 699,120 34,546 36,853
---------- ---------- ---------- ----------
Total ........................ $1,127,850 $1,144,165 $ 48,473 $ 50,902
========== ========== ========== ==========
</TABLE>
<PAGE> 12
Expected maturities may differ from contractual maturities because
certain issuers may have the right to call or prepay obligations with or
without call or prepayment penalties.
In 1990, the Company securitized pools of commercial real estate loans
owned by it in two transactions and in connection therewith sold pass-through
certificates ("Series 90-1" and "Series 90-2") for which an election under the
real estate mortgage investment conduit provisions ("REMIC") of the Internal
Revenue Code of 1986, as amended were made. The Company retained as an
investment subordinated junior certificates in both issues, as well as a senior
certificate interest in Series 90-2.
Included in Held for investment fixed maturity securities are
investments in the two REMIC's of approximately $34 million at December 31,
1996, and $44.2 million at December 31, 1995.
A summary of the Company's investment at December 31, 1996, in the
REMIC's is as follows:
<TABLE>
<CAPTION>
Remaining
Date of Principal Carrying Interest Maturity
Issue Balance Value Rate Date
------------ ------------ ----------- ----- -------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
United Companies Life REMIC
Series 90-1, Class B-1........... Mar 29, 1990 $ 10,574 $ 7,263 10.05% Sep 25, 2009
Series 90-2, Class A-3........... Dec 18, 1990 14,688 14,965 9.88% May 25, 2000
Series 90-2, Class B-1........... Dec 18, 1990 14,339 11,750 9.88% Jan 25, 2009
------------ -----------
$ 39,601 $ 33,978
============ ===========
</TABLE>
At December 31, 1996, securities with a cost of $9.3 million were on
deposit with insurance regulatory authorities.
<PAGE> 13
3.2 Equity Securities. The net unrealized capital gains and losses on
common stocks included as "Other invested assets" are as follows:
<TABLE>
<CAPTION>
December 31, 1996
-------------------------------------------------
Unrealized Unrealized Fair
Cost Gains Losses Value
---------- ---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Trading .................... $ 765 $ 169 $ 34 $ 900
Available for sale ......... 78 -- 72 6
---------- ---------- ---------- ----------
Total .................. $ 843 $ 169 $ 106 $ 906
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
-------------------------------------------------
Unrealized Unrealized Fair
Cost Gains Losses Value
---------- ---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Trading .................... $ 545 $ 215 $ 8 $ 752
Available for sale ......... 467 -- 425 42
---------- ---------- ---------- ----------
Total ................. $ 1,012 $ 215 $ 433 $ 794
========== ========== ========== ==========
</TABLE>
3.3 Mortgage Loans on Real Estate. The following schedule summarizes
the composition of mortgage loans on real estate:
<TABLE>
<CAPTION>
December 31,
------------------------
1996 1995
---------- ----------
(dollars in thousands)
<S> <C> <C>
Residential ................... $ 61,911 $ 169,175
Allowance for loan losses ..... (7,734) --
Unearned loan charges ......... (266) (301)
---------- ----------
Residential, net .............. 53,911 168,874
---------- ----------
Commercial .................... 186,281 169,512
Allowance for loan losses ..... (4,211) (2,117)
---------- ----------
Commercial, net ............... 182,070 167,395
---------- ----------
Total .................... $ 235,981 $ 336,269
========== ==========
</TABLE>
Included in the loans owned at December 31, 1996 and 1995 were
nonaccrual loans of $1.4 million and $2.4 million, respectively.
The Company provides an estimate for future credit losses in an
allowance for loan losses. A summary analysis of the changes in the Company's
allowance for loan losses is as follows:
<TABLE>
<CAPTION>
Purchase basis
of accounting Historical basis of accounting
--------------------- ------------------------------------------------------------------------
Period from Period from
Jul 24 to Dec 31, Jan 1 to Jul 23, Years ended Dec 31,
1996 1996 1995 1994
--------------------- ---------------------- ---------------------- ----------------------
Commercial Residential Commercial Residential Commercial Residential Commercial Residential
--------- --------- --------- --------- --------- --------- --------- ---------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at beginning of year . $ 4,211 $ 8,450 $ 2,117 $ -- $ 1,778 $ -- $ 2,639 $ --
Loans charged to allowance ... -- (716) (771) -- (194) -- (1,510) --
Loan loss provision .......... -- -- 478 -- 533 -- 649 --
--------- --------- --------- --------- --------- --------- --------- ---------
Balance at end of year ....... $ 4,211 $ 7,734 $ 1,824 $ -- $ 2,117 $ -- $ 1,778 $ --
========= ========= ========= ========= ========= ========= ========= =========
Specific reserves ............ $ 706 $ 7,734 $ 824 $ -- $ 1,117 $ -- 752 $ --
Unallocated reserves ......... 3,505 -- 1,000 -- 1,000 -- 1,026 --
--------- --------- --------- --------- --------- --------- --------- ---------
Total reserves .......... $ 4,211 $ 7,734 $ 1,824 $ -- $ 2,117 $ -- $ 1,778 $ --
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>
<PAGE> 14
To the date of the sale of the Company on July 23, 1996, the Company
assumed no credit risk on the residential loans portfolio whose principal and
interest was guaranteed by UCFC. Therefore, residential loan loss reserves were
established on the portfolio in conjunction with determining the acquisition
value of the residential loans.
3.4 Investment Real Estate. Immediately prior to closing, the
Company distributed all of its real estate to its former parent. (See note 2 to
Notes to Consolidated Financial Statements.)
3.5 Investment In Limited Partnerships. Immediately prior to
closing, the Company distributed a limited partnership investment to its former
parent. (See note 2 to Notes to Consolidated Financial Statements.) Following
is an analysis of the Company's investment in limited partnerships:
<TABLE>
<CAPTION>
Purchase
basis of
accounting Historical basis of accounting
---------- ----------------------------------------
Period from Period from
Jul 24 to Jan 1 to
Dec 31, Jul 23, Year Ended December 31,
---------- ---------- ---------- ----------
1996 1996 1995 1994
---------- ---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Balance, beginning of period............. $ 6,041 $ 25,594 $ 26,672 $ 26,698
Contributions and capitalized costs ..... 43 620 9,869 5,168
Net partnership income .................. 948 1,061 6,279 1,480
Distributions ........................... (1,328) (3,451) (17,226) (6,674)
Distribution of partnerships ............ -- (17,783) -- --
---------- ---------- ---------- ----------
Balance, end of period.............. $ 5,704 $ 6,041 $ 25,594 $ 26,672
========== ========== ========== ==========
</TABLE>
The limited partnerships were formed for the purpose of participating
in privately placed mezzanine investments. These investments, acquired in
leveraged investment transactions, generally include higher risk subordinated
debt combined with equity securities.
3.6 Investment Income. Investment income by type that exceeds five
percent of total investment income was as follows:
<TABLE>
<CAPTION>
Purchase
basis of
accounting Historical basis of accounting
---------- ------------------------------------
Period from Period from
Jul 24 to Jan 1 to
Dec 31, Jul 23, Years ended December 31,
---------- ---------- -----------------------
1996 1996 1995 1994
---------- ---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Fixed maturity securities ......... $ 37,140 $ 47,606 $ 85,852 $ 74,443
Mortgage loans on real estate ..... 11,192 20,331 35,056 42,763
Other investments ................. 3,281 4,067 14,386 8,925
---------- ---------- ---------- ----------
Cross investment income ...... 51,613 72,004 135,294 126,131
Less: Investment expenses ......... 1,572 5,583 9,703 9,026
---------- ---------- ---------- ----------
Net investment income ........ $ 50,041 $ 66,421 $ 125,591 $ 117,105
========== ========== ========== ==========
</TABLE>
<PAGE> 15
3.7 Realized, and Changes in Unrealized, Investment Gains
(Losses). Net realized, and changes in unrealized, investment gains (losses)
were as follows:
<TABLE>
<CAPTION>
Purchase
basis of
accounting Historical basis of accounting
---------- --------------------------------------
Period from Period from
Jul 24 to Jan 1 to
Dec 31, Jul 23, Years ended December 31,
---------- ---------- ---------- ----------
1996 1996 1995 1994
---------- ---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Fixed maturity securities:
Gross gains ...................................... $ -- $ 42 $ 524 $ 303
Gross losses ..................................... (157) (1,388) (1,807) (3,373)
Loss provision ................................... -- 477 (350) 1,198
---------- ---------- ---------- ----------
Net losses on fixed maturity securities ..... (157) (869) (1,633) (1,872)
---------- ---------- ---------- ----------
Mortgage loans on real estate:
Losses on sale ................................... -- (771) (194) --
Loss provision ................................... 716 293 (339) 861
---------- ---------- ---------- ----------
Net gains (losses) on mortgage loans on
real estate ............................... 716 (478) (533) 861
---------- ---------- ---------- ----------
Investment real estate:
Losses on sale ................................... -- (1,098) (2,638) (2,840)
Loss provision ................................... -- 853 1,134 (952)
---------- ---------- ---------- ----------
Net losses on investment real estate ........ -- (245) (1,504) (3,792)
---------- ---------- ---------- ----------
Realized investment gains (losses) ..... $ 559 $ (1,592) $ (3,670) $ (4,803)
========== ========== ========== ==========
Changes in unrealized gains (losses):
Securities held for investment................... $ 2,429 $ (2,789) $ 681 $ (1,989)
Securities available for sale.................... 16,243 (48,716) 117,404 (72,054)
---------- ---------- ---------- ----------
Net change in unrealized gains (losses)..... $ 18,672 $ (51,505) $ 118,085 $ (74,043)
========== ========== ========== ==========
Trading portfolio:
Net gains (losses) from sales.................... $ (20) $ 37 $ (12) $ (31)
Net change in unrealized gains (losses).......... 135 (26) 184 23
---------- ---------- ---------- ----------
Total trading gains (losses)........... $ 115 $ 11 $ 172 $ (8)
========== ========== ========== ==========
</TABLE>
3.8 Individually Significant Investments. The following
investments, other than obligations of the U.S. Government or agencies
thereof, individually exceeded 10% of total stockholder's equity:
<TABLE>
<CAPTION>
December 31,1996
-----------------------
Amortized Fair
Cost Value
---------- ----------
(Dollars in thousands)
<S> <C> <C>
United Companies Life REMIC 1990-2 ..... $ 26,715 $ 27,595
FNMA Pool #161648 ...................... 25,568 25,729
---------- ----------
$ 52,283 $ 53,324
========== ==========
</TABLE>
<TABLE>
<CAPTION>
December 31,1995
-----------------------
Amortized Fair
Cost Value
---------- ----------
(Dollars in thousands)
<S> <C> <C>
United Companies Life REMIC 1990-2 ..... $ 33,931 $ 35,488
FNMA Pool #161648 ...................... 30,370 31,112
FNMA Pool #124447 ...................... 18,263 18,366
CIGNA Mezzanine Partners III L.P. ...... 17,233 17,233
---------- ----------
$ 99,797 $ 102,199
========== ==========
</TABLE>
<PAGE> 16
4. INCOME TAXES
The provision (benefit) for income taxes attributable to operations is
as follows:
<TABLE>
<CAPTION>
Purchase
basis of
accounting Historical basis of accounting
----------- -----------------------------------------
Period from Period from
Jul 24 to Jan 1 to
Dec 31, Jul 23, Years ended December 31,
----------- ----------- --------------------------
1996 1996 1995 1994
----------- ----------- ----------- -----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Current .................... $ 2,427 $ 1,139 $ 5,259 $ 5,915
Deferred ................... 1,201 (370) (1,194) (2,721)
----------- ----------- ----------- -----------
Total ............ $ 3,628 $ 769 $ 4,065 $ 3,194
=========== =========== =========== ===========
</TABLE>
Reported income tax expense attributable to operations differs from
the amount computed by applying the statutory federal income tax rate to income
from operations before income taxes for the following reasons:
<TABLE>
<CAPTION>
Purchase
basis of
accounting Historical basis of accounting
---------- -------------------------------------
Period from Period from
Jul 24 to Jan 1 to
Dec 31, Jul 23, Years ended December 31,
---------- ---------- ------------------------
1996 1996 1995 1994
---------- ---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Federal income tax (benefit) at statutory rate ..... $ 3,396 $ 763 $ 4,235 $ 3,178
Differences resulting from:
Miscellaneous.................................. 232 6 (170) 16
---------- ---------- ---------- ----------
Reported income tax provision benefit .............. $ 3,628 $ 769 $ 4,065 $ 3,194
========== ========== ========== ==========
</TABLE>
The significant components of the Company's net deferred income tax
benefit and liability are as follows:
<TABLE>
<CAPTION>
1996 1995
--------------------------- --------------------------
Deferred Deferred Deferred Deferred
Tax Tax Tax Tax
Assets Liabilities Assets Liabilities
------ ----------- -------- -----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Mortgage loans on real estate ....................... $ -- $ -- $ -- $ 2,319
Deferred policy acquisition costs ................... -- 1,477 -- 29,475
Present value of insurance in force ................. -- 5,062 -- --
Unrealized gain on investment securities ............ -- 2,163 -- 12,495
Policy reserves ..................................... 19,319 -- 21,530 --
Other ............................................... 972 -- -- 11
------- ------ ------- -------
$20,291 $8,702 $21,530 $44,300
======= ====== ======= =======
</TABLE>
In assessing the realization of deferred taxes, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will be realized. The ultimate realization of deferred tax assets is
dependent on the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable
income and tax planning strategies in making this assessment. Based upon those
considerations, management believes it is more likely than not that the
Company will realize the benefits of these deductible differences as of
December 31, 1996.
Payments made for income taxes, net of refunds received, during the
years ended December 31, 1996, 1995 and 1994 were $2.8 million, $4.6 million
and $1.4 million, respectively.
The Company's approximately $5.2 million of "Policyholders' Surplus"
at December 31, 1995 became taxable income to its former parent in conjunction
with the sale of the Company in 1996 and was therefore, extinguished.
<PAGE> 17
The Company had a current income tax payable, which is included in
"Other liabilities," in the amount of $3 million at December 31, 1996, and $2.3
million at December 31, 1995.
5. TRANSACTIONS WITH AFFILIATES
In conjunction with the sale of the Company, Knightsbridge Management
LLC ("Knightsbridge"), an affiliate, accrued transaction fees of $2.5 million,
which were capitalized as costs in excess of net assets acquired.
The Company received $57.3 million in cash from PLAIC as replacement
for assets distributed to its former parent in conjunction with the sale of the
Company. (See note 2 to Notes to Consolidated Financial Statements.)
Knightsbridge provides management consulting services to the Company
for an annualized fee of $1 million. For the period from July 24, 1996 through
December 31, 1996, the accompanying financial statements include $.4 million
for these fees. The Company was allocated certain costs from UCFC and its
affiliates under a cost sharing agreement totaling $ - million, $2.1 million,
$4.1 million and $3.3 million, for the periods from July 24, 1996 to December
31, 1996 and January 1, 1996 to July 23, 1996 and years ended December 31, 1995
and 1994, respectively.
Knightsbridge also provides investment management consulting services
to the Company for a fee based upon the average dollar amount of the related
investments. For the period from July 24, 1996 to December 31, 1996, the Company
incurred $.6 million in such fees.
UC Mortgage, an affiliate, services commercial loans for the Company
for a fee of three-eights of one percent of the principal balances. For the
period from July 24, 1996 to December 31, 1996, the Company paid UC Mortgage $.4
million for mortgage servicing fees. In addition, the Company provides employees
to UC Mortgage and is reimbursed for salary and salary related expenses for
those employees. The total amount of reimbursed employee expenses for the period
from July 24, 1996 to December 31, 1996 was $.3 million. As of December 31,
1996, 1995 and 1994, UC Lending, a former affiliate, serviced loans owned by
the Company having aggregate unpaid principal balances of approximately $62.6
million, $338.4 million, and $296.9 million, respectively. The Company paid
servicing fees relative to these loans of approximately $ - million, $.5
million, $.9 million, and $1.1 million for the periods from July 24, 1996 to
December 31, 1996 and January 1, 1996 to July 23, 1996 and the years ended
December 31, 1995 and 1994, respectively.
The Company has an agreement with UC Lending to purchase qualifying
residential home equity mortgage loans originated or purchased and underwritten
by UC Lending. (See note 10 to Notes to Consolidated Financial Statements.)
These loans are usually held three to six months until resold to UC Lending for
sale by UC Lending in loan securitizations. Also, under an agreement applicable
to the period from January 1, 1996 to July 23, 1996, and the years ended
December 31, 1995 and 1994, UC Lending was obligated to repurchase these home
equity loans previously sold to the Company at the time of foreclosure. At
December 31, 1996 and 1995, $61 million and $166.5 million, respectively, of
home equity loans originated by UC Lending were owned by the Company. During the
periods from July 24, 1996 to December 31, 1996, January 1, 1996 to July 23,
1996 and the years ended December 31, 1995 and 1994, the Company purchased home
equity loans for approximately $75.2 million, $656 million, $1,169 million and
$893 million, respectively, from UC Lending. Sales of these home equity loans to
UC Lending by the Company were $51.4 million, $679.2 million, $1.112 billion and
$932.7 million for the periods from July 24, 1996 to December 31, 1996 and
January 1, 1996 to July 23, 1996 and the years ended December 31, 1995 and 1994,
respectively. No gain or loss was recorded by the Company in these transactions.
The Company formerly leased home office space to UCFC and other former
affiliates. Rent income attributable to these affiliates was approximately $ -
million and $1 million for the periods from July 24, 1996 to December 31, 1996,
and each of the periods from January 1, 1996 to July 23, 1996 and the years
ended December 31, 1995 and 1994, respectively.
United Companies Realty & Development Co., Inc. ("UCRD"), a former
affiliate, managed the home office buildings leased by the Company to UCFC and
other third party tenants under a real estate management contract for the period
from January 1, 1996 to July 23, 1996, and for the years ended December 31, 1995
and 1994. The Company paid approximately $.2 million, $.4 million and $.3
million to UCRD in management fees for the period January 1, 1996 to July 23,
1996, and the years ended December 31, 1995 and 1994, respectively.
The Company owned at December 31, 1996 and 1995 three subordinated
debentures purchased in May 1993, from UC Lending. Listed below is summarized
information on the subordinated debentures that were issued by UC Lending:
<TABLE>
<CAPTION>
Date of Principal Interest Maturity
Series Issue Balance Rate Date
---------------- ------------ --------- -------- -------------
(dollars in thousands)
<S> <C> <C> <C> <C>
A-1 May 14, 1993 $ 3,000 6.05% May 20, 1998
B May 14, 1993 3,000 6.64% May 20, 2000
C May 14, 1993 4,000 7.18% May 20, 2003
--------
Total $ 10,000
========
</TABLE>
Interest income received from UC Lending with respect to those
subordinated debentures totaled approximately $.33 million in each of the
periods from July 24 to December 31, 1996, and January 1 to July 23, 1996, and
$.67 million in each of the years ended December 31, 1995 and 1994. All
principal is paid upon maturity.
6. DEFERRED POLICY ACQUISITION COSTS AND PRESENT VALUE OF INSURANCE IN
FORCE
Deferred policy acquisition costs represent commissions, premium taxes
and certain other acquisition expenses, including underwriting and issue costs.
Information relating to these costs is as follows:
<TABLE>
<CAPTION>
Purchase
basis of
accounting Historical basis of accounting
---------- --------------------------------------
Period from Period from
Jul 24 to Jan 1 to
Dec 31, Jul 23, Years ended December 31,
---------- ---------- ------------------------
1996 1996 1995 1994
---------- ---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Unamortized deferred policy
acquisition costs at beginning of period.. $ -- $ 90,703 $ 91,915 $ 83,495
Policy acquisition costs deferred:
Commissions ............................. 4,298 4,531 11,283 20,743
Underwriting and issue costs ............ 874 266 664 1,205
Policy acquisition costs amortized ......... (8) (9,699) (13,159) (13,528)
Unrealized investment gain adjustment ...... (977) -- -- --
---------- ---------- ---------- ----------
Unamortized deferred policy
acquisition costs at end of period .... $ 4,187 $ 85,801 $ 90,703 $ 91,915
========== ========== ========== ==========
</TABLE>
The methods used by the Company to value the fixed benefit, life, and
accumulation products purchased are consistent with the valuation methods used
most commonly to value blocks of insurance business. It is also consistent with
the basic methodology generally used to value insurance assets. The method used
by the Company includes identifying the future cash flows from the acquired
business, the risks inherent in realizing those cash flows, the rate of return
the Company believes it must earn in order to accept the risks inherent in
realizing the cash flows, and determining the value of the insurance asset by
discounting the expected future cash flows by the discount rate the Company
requires.
<PAGE> 18
The discount rate used to determine such values is the rate of return
required in order to invest in the business being acquired. In selecting the
rate of return, the Company considered the magnitude of the risks associated
with actuarial factors described in the following paragraph, cost of capital
available to the Company to fund the acquisition, compatibility with other
Company activities that may favorably affect future profits, and the complexity
of the acquired Company.
Expected future cash flows used in determining such values are based
on actuarial determination of future premium collection, mortality, surrenders,
operating expenses and yields on assets held to back policy liabilities as well
as other factors. Variances from original projections, whether positive or
negative, are included in income as they occur. To the extent that these
variances indicate that future cash flows will differ from those included in
the original scheduled amortization of the value of the insurance in force,
current and future amortization may be adjusted. Recoverability of the value of
insurance in force is evaluated annually and appropriate adjustments are then
determined and reflected in the financial statements for the applicable period.
Information related to the present value of insurance in force is as
follows:
<TABLE>
<CAPTION>
Purchase
basis of
accounting
----------
Period from
Jul 24 to
Dec 31,
----------
1996
----------
(dollars in thousands)
<S> <C>
Balance at the beginning of the period ..... $ --
Addition due to acquisition ................ 69,077
Accretion of interest ...................... 1,633
Amortization ............................... (6,693)
Unrealized investment gain adjustment ...... (9,086)
----------
Balance at end of period ................... $ 54,931
==========
</TABLE>
Expected gross amortization, based upon current assumptions and
accretion of interest at a policy or contract rates ranging from 5.36% to 5.43%
for the next five years of the present value of insurance in force is as
follows:
<TABLE>
<CAPTION>
Beginning Gross Accretion Net
Balance Amortization of Interest Amortization
- -------------------------------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C> <C>
1997 $54,931 $13,287 $3,451 $9,836
1998 45,095 11,386 2,941 8,445
1999 36,650 10,058 2,465 7,593
2000 29,057 8,546 2,044 6,502
2001 22,555 7,082 1,696 5,386
</TABLE>
7. RETIREMENT AND PROFIT SHARING PLANS
Eligible employees may elect to participate in PennCorp's defined
contribution 401(K) retirement plan. Contributions to the Plan are made
pursuant to salary deferral elections by participants in an amount equal to 1%
to 15% of their annual compensation. In addition, the Company makes matching
contributions in an amount equal to 50% of each participant's salary deferral
to a maximum of 3% of annual compensation. The defined contribution plan also
provides for a discretionary employer profit sharing contribution, which is
determined annually by the Board of Directors for the succeeding plan year.
Profit sharing contributions are credited to participant's accounts on the
basis of their respective compensation in accordance with a formula that
provides a higher percentage contribution for compensation in excess of the
federal Social Security wage base. Salary deferral contribution accounts are at
all times fully vested, while matching contribution accounts vest ratably from
one to two years of service, and profit sharing contribution accounts vest
ratably from one to five years of service. All participant accounts are fully
vested at death, disability or attainment of age 65. Payment of vested benefits
under the defined contribution plan may be elected by a participant in a
variety of forms of payment. The Company's funding policy is to contribute
annually an amount that can be deducted for federal income tax
<PAGE> 19
purposes. Expenses related to this plan for the period from July 24, 1996, to
December 31, 1996, was $78,000 compared to costs associated with employee
benefit plans of the Company's former parent of $184,600, $414,000 and $327,500
for the period from January 1, 1996, through July 23, 1996, and the years ended
December 31, 1995 and 1994, respectively.
8. STATUTORY ACCOUNTING
Accounting records of the Company are also maintained in accordance
with practices prescribed or authorized by insurance regulatory authorities.
Prescribed statutory accounting principles include a variety of publications of
the National Association of Insurance Commissioners, as well as state laws,
regulations, and general administrative rules. Permitted statutory accounting
practices encompass all accounting practices not so prescribed. The Company's
capital and surplus pursuant to the statutory accounting basis as of December
31, 1996 and 1995, was $103.1 million and $99.9 million, respectively. On a
statutory accounting basis, net gain from operations for the years ended
December 31, 1996, 1995 and 1994, was $10.1 million, $12.8 million and $9.7
million, respectively. Net income on a statutory accounting basis, which
includes realized capital gains and losses, was $6.8 million, $10 million and
$5.8 million for the years ended December 31, 1996, 1995 and 1994,
respectively.
Under the current statutory requirements in Louisiana, the
Company has the capacity to pay dividends of $9.4 million in 1997.
Extraordinary dividends, with a statutory value of $62.6 million, consisting of
real estate, an investment in a limited partnership and $10 million cash, were
distributed to the Company's former parent immediately prior to the closing of
the sale of the Company. Immediately after the closing, PLAIC contributed $57.3
million cash to the Company as a replacement for the distributed assets. (See
note 2 to Notes to Consolidated Financial Statements.) No dividends were paid
during 1994 or 1995. As part of its July 1996 approval of PLAIC's acquisition
of the Company, the Louisiana Insurance Commissioner approved a dividend plan
for the Company pursuant to which the Company may pay a specified amount of
dividends for each of the five years following the acquisition, beginning in
1997, amounting to the lesser of the pro forma dividend amounts in such plan or
the actual earnings of the Company, and conditioned on the Company's
maintaining a risk-based capital of at least 300 percent of the Authorized
Control Level.
The Company received written approval from the Louisiana Department of
Insurance to invest in first lien residential mortgage loans originated by UCLC
on a short-term basis without recording the assignment of the mortgage loans to
the Company, which differs from prescribed statutory accounting practices.
Statutory accounting practices prescribed by the State of Louisiana require
that investments in mortgage loans be secured by unrestricted first liens on
the underlying property. As of December 31, 1996, statutory surplus was
increased by approximately $6.3 million as a result of this permitted practice.
9. DISCLOSURE ABOUT FINANCIAL INSTRUMENTS
The carrying value and fair value of the Company's financial
assets and liabilities were as follows:
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
----------------------- -----------------------
Purchase basis Historical basis
of accounting of accounting
----------------------- -----------------------
Carrying Fair Carrying Fair
Value Value Value Value
---------- ---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Financial assets:
Investments:
Fixed maturity securities:
Available for sale .................. $1,144,165 $1,144,165 $1,140,160 $1,140,160
Held to maturity .................... 48,473 50,902 60,919 59,330
Mortgage loans on real estate ......... 235,981 235,981 336,269 335,157
Investment real estate ................ -- -- 32,423 38,978
Policy loans .......................... 21,536 21,536 20,291 20,291
Investment in limited partnership ..... 5,704 5,704 25,594 25,594
Short-term investments ................ 467 467 22,804 22,804
Other invested assets ................. 1,491 1,491 3,263 3,263
Cash .................................. 14,487 14,487 3,028 3,028
Financial liabilities:
Annuity reserves ...................... 1,330,100 1,271,346 1,417,803 1,350,626
Repurchase agreements ................. -- -- 40,857 40,857
</TABLE>
<PAGE> 20
The above values do not reflect any premium or discount from offering
for sale at one time the Company's entire holdings of a particular financial
instrument. Fair value estimates are made at a specific point in time based on
relevant market information, if available. Because no market exists for certain
of the Company's financial instruments, fair value estimates for these assets
and liabilities were based on subjective estimates of market conditions and
perceived risks of the financial instruments. Fair value estimates were also
based on judgments regarding future loss and prepayment experience and were
influenced by the Company's historical information.
The following methods and assumptions were used to estimate the fair
value of the Company's financial instruments.
Fixed Maturity and Equity Securities. The estimated fair value for the
Company's investment portfolio was generally determined from quoted market
prices for publicly traded securities. Certain of the securities owned by the
Company may trade infrequently or not at all; therefore, fair value for these
securities was determined by management by evaluating the relationship between
quoted market values and carrying value and assigning a liquidity factor to
this segment of the investment portfolio.
Mortgage Loans on Real Estate. The fair value of the Company's loan
portfolio was determined by segregating the portfolio by type of loan and
further by its performing and non-performing components. Performing loans were
further segregated based on the due date of their payments, an analysis of
credit risk by category was performed and a matrix of pricing by category was
developed. The fair value of delinquent loans was estimated by the Company's
using estimated recoveries on defaulted loans.
Investment Real Estate. The fair value of the Company's investment
real estate was based upon independent appraisals of the properties.
Policy Loans. Policy loans are generally settled at the loan amount
plus accrued interest; therefore, the carrying value of these assets is a
reasonable estimate of their fair values.
Other Invested Assets. The fair value of the Company's investment in
other invested assets approximates their carrying value.
Short-term Investments. The carrying amount of short-term investments
approximates their fair values because these assets generally mature in 90 days
or less and do not present any significant credit concerns.
Investment in Limited Partnerships. The fair value of the Company's
investment in limited partnerships approximated their carrying value.
Annuity Reserves. The Company's annuity contracts generally do not
have a defined maturity and are considered as deposits under SFAS No. 97. SFAS
No. 107 states that the fair value to be disclosed for deposit liabilities
with no defined maturities is the amount payable on demand at the reporting
date. Accordingly, the Company has estimated the fair value of its annuity
reserves as the cash surrender value of these contracts.
Repurchase Agreements. The repurchase agreements mature in less than
60 days; therefore, the carrying value of the repurchase agreements is
considered to be a reasonable estimate of fair value.
10. COMMITMENTS AND CONTINGENCIES
The Company is obligated under operating leases, including office
space, computer equipment and automobiles. Rent expense was $.6 million, $.7
million, and $.5 million in 1996, 1995 and 1994 respectively.
Minimum annual commitments under noncancellable operating leases are
as follows (in thousands of dollars):
<TABLE>
<S> <C>
1997 $ 553
1998 533
1999 44
-------
Total minimum payments required $ 1,130
=======
</TABLE>
<PAGE> 21
In connection with the sale of the Company, the Company entered into
an agreement with UC Financial which will provide for the Company's purchase of
up to $300 million, at any one time outstanding, of first mortgage residential
loans originated by UC Financial. The agreement provides that UC Financial will
have the right for a limited time to repurchase certain loans which are
eligible for securitization by UC Financial. The agreement also has a sublimit
of $150 million for loans that are not eligible for securitization by UC
Financial.
In conjunction with the sale of the Company, and in accordance with
past practices, historical basis deferred acquisition cost assumptions were
adjusted to reflect actual experience to July 24, 1996, the acquisition date.
This adjustment resulted in a $2.9 million increase in amortization of deferred
acquisition costs associated with certain annuity plans, primarily as a result
of revised surrender estimates. As a result of the purchase price adjustment
provision contained in the Agreement, and the adjustment noted immediately
above, the final aggregate purchase price paid for the Company is yet to be
determined, although UC Life does not expect the final aggregate purchase price
to vary materially from estimates utilized in the preparation of these
financial statements.
The Company is subject to various litigation arising during the
ordinary course of business. While the outcome of such litigation cannot be
predicted with certainty, management does not expect the resolution of these
matters to have a material adverse effect on the financial condition or results
of operations of the Company.
11. QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized quarterly financial data is as follows:
<TABLE>
<CAPTION>
Historical basis Purchase basis
of accounting of accounting
------------------------------------ -----------------------
Three Three Period Period Three
Months Months from from Months
Ended Ended Jul 1 to Jul 24 to Ended
Mar 31 Jun 30 July 23, Sep 30, Dec 31,
---------- ---------- ---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
1996:
Total revenues .................... $ 32,216 $ 31,239 $ 6,579 $ 23,820 $ 32,218
Income (loss) from operations
before income taxes ............. 2,661 2,516 (2,996) 4,095 5,609
Net income (loss) ................. 1,730 1,622 (1,940) 2,569 3,507
</TABLE>
<TABLE>
<CAPTION>
Historical basis of accounting
-------------------------------------------------
Three Months Ended
-------------------------------------------------
Mar 31 Jun 30 Sep 30 Dec 31
---------- ---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
1995:
Total revenues .................................. $ 33,151 $ 35,146 $ 32,874 $ 31,379
Income from operations
before income taxes ............................ 3,170 4,563 2,671 1,696
Net income ...................................... 2,266 2,963 1,732 1,074
</TABLE>
<PAGE> 22
SCHEDULE I
UNITED COMPANIES LIFE INSURANCE COMPANY AND SUBSIDIARY
SUMMARY OF INVESTMENTS
<TABLE>
<CAPTION>
Amount Shown
Type of Investment Cost Value on Balance Sheet
- ------------------------------------------------------------------ ------------ ------------ -----------------
(dollars in thousands)
<S> <C> <C> <C>
Fixed maturity securities available for sale:
U.S. Government and agencies and authorities ................... $ 644,795 $ 655,077 $ 655,077
Municipal ...................................................... 5,434 5,387 5,387
Foreign ........................................................ 10,920 11,105 11,105
Public utilities ............................................... 12,695 12,852 12,852
All other corporate bonds ...................................... 454,006 459,744 459,744
------------ ------------ ------------
Total fixed maturity securities available for sale ..... 1,127,850 1,144,165 1,144,165
------------ ------------ ------------
Fixed maturity securities held to maturity:
All other corporate bonds ...................................... 48,473 50,902 48,473
------------ ------------ ------------
Total fixed maturity securities ........................ 1,176,323 1,195,067 1,192,638
------------ ------------ ------------
Mortgage loans on real estate .................................... 235,981 XXXXXX 235,981
Policy loans ..................................................... 21,536 XXXXXX 21,536
Investment in limited partnerships ............................... 5,704 XXXXXX 5,704
Short-term investments ........................................... 467 XXXXXX 467
Other long-term investments ...................................... 1,491 XXXXXX 1,491
------------ ------------
Total investments ...................................... $ 1,441,502 $ 1,457,817
============ ============
</TABLE>
<PAGE> 23
SCHEDULE III
UNITED COMPANIES LIFE INSURANCE COMPANY AND SUBSIDIARY
SUPPLEMENTARY INSURANCE INFORMATION
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN F COLUMN G COLUMN H COLUMN I & J
- ------------------------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------------
Deferred Policy
Acquisition Cost
Deferred Amortization
Policy Net Benefits, and
Acquisition Future Policy Unearned Premium Investment Claims Other Operating
Costs Benefits(1) Premiums Revenues(3) Income Losses, Etc. Expenses
----------- ----------- ----------- ----------- ----------- ----------- ---------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
PURCHASE BASIS OF ACCOUNTING:
Period from July 24 through
December 31, 1996 $ 4,187 $ 1,441,307 $ 275 $ 3,483 $ 50,041 $ 3,836 $ 4,741
HISTORICAL BASIS OF ACCOUNTING:
Period from January 1 through
July 23, 1996 $ 85,801 $ 1,463,230 $ 1,074 $ 3,732 $ 66,421 $ 5,967 $ 19,452
Year ended December 31, 1995 $ 90,703 $ 1,529,012 $ 1,793 $ 8,508 $ 125,591 $ 9,930 $ 29,485
Year ended December 31, 1994 $ 91,915 $ 1,542,474 $ 4,491 $ 11,373 $ 117,105 $ 12,654 $ 28,868
</TABLE>
NOTES:
(1) Column C includes accumulated fund values on annuity and interest
sensitive products.
(2) Column E is omitted as amounts are not material and are included with
Column C.
(3) Column F excludes premiums on annuity and interest sensitive products
which are accounted for as deposits.
<PAGE> 24
SCHEDULE IV
UNITED COMPANIES LIFE INSURANCE COMPANY AND SUBSIDIARY
REINSURANCE
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
- ---------------------------------------- ---------- ---------- ---------- ---------- --------------
Percentage
Ceded to Assumed of Amount
Direct Other From Other Net Assumed to
Amount Companies Companies Amount Net Amount
---------- ---------- ---------- ---------- --------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Period from July 24, 1996 to
December 31, 1996
Life insurance in force
at end of period ................. $ 468,284 $ 131,816 $ 891,694 $1,228,162 72.6%
========== ========== ========== ==========
Premiums
Life insurance .................... $ 2,496 $ 481 $ 1,214 $ 3,229 37.6
Accident and health insurance ..... 208 (46) -- 254 --
---------- ---------- ---------- ----------
Total premiums ............... $ 2,704 $ 435 $ 1,214 $ 3,483 34.9
========== ========== ========== ==========
Period from January 1, 1996 to
July 23, 1996
Life insurance in force
at end of period ................. $ 498,662 $ 141,816 $ 992,672 $1,350,148 73.5
========== ========== ========== ==========
Premiums
Life insurance .................... $ 2,719 $ 341 $ 877 $ 3,255 26.9
Accident and health insurance ..... 429 (48) -- 477 --
---------- ---------- ---------- ----------
$ 3,148 $ 293 $ 877 $ 3,732 23.5
========== ========== ========== ==========
Years ended December 31, 1995
Life insurance in force
at end of period .................. $ 554,131 $ 149,080 $ 992,979 $1,398,030 71.0
========== ========== ========== ==========
Premiums
Life insurance .................... $ 6,016 $ 1,625 $ 2,588 $ 6,979 37.1
Accident and health insurance ..... 1,643 115 1 1,529 --
---------- ---------- ---------- ----------
Total premiums ............... $ 7,659 $ 1,740 $ 2,589 $ 8,508 30.4
========== ========== ========== ==========
Years ended December 31, 1994
Life insurance in force
at end of period ................. $ 709,883 $ 177,585 $1,106,148 $1,638,446 67.5
========== ========== ========== ==========
Premiums
Life insurance .................... $ 7,467 $ 1,931 $ 2,959 $ 8,495 34.8
Accident and health insurance ..... 3,070 199 7 2,878 0.2
---------- ---------- ---------- ----------
Total premiums ............... $ 10,537 $ 2,130 $ 2,966 $ 11,373 26.1
========== ========== ========== ==========
</TABLE>
<PAGE> 25
SCHEDULE V
UNITED COMPANIES LIFE INSURANCE COMPANY AND SUBSIDIARY
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
COLUMN C COLUMN D
COLUMN A COLUMN B ADDITIONS DEDUCTIONS(2) COLUMN E(3)
- ----------------------------------------- --------- ---------------------- ------------- -----------
Charged
Balance at to Costs Charged Balance at
Beginning and to Other End
of Period Expenses Accounts(1) of Period
--------- --------- ----------- --------- ---------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Purchase basis of accounting:
- -----------------------------
Period from July 24, 1996 to
December 31, 1996
Allowance for loan losses ............ $ 12,661 $ -- $ -- $ 716 $ 11,945
Allowance for real estate losses ..... -- -- -- -- --
Allowance for bond losses ............ 189 -- -- -- 189
Unearned loan charges ................ 284 -- -- 18 266
--------- --------- --------- --------- ---------
Total ....................... $ 13,134 $ -- $ -- $ 734 $ 12,400
========= ========= ========= ========= =========
Historical basis of accounting:
- -----------------------------
Period from January 1, 1996 to
July 23, 1996
Allowance for loan losses ............ $ 2,117 $ 478 $ -- $ 771 $ 1,824
Allowance for real estate losses ..... 3,987 (1,098) -- 2,889 --
Allowance for bond losses ............ 666 884 -- 1,361 189
Unearned loan charges ................ 301 -- -- 17 284
--------- --------- --------- --------- ---------
Total ....................... $ 7,071 $ 264 $ -- $ 5,038 $ 2,297
========= ========= ========= ========= =========
Year ended December 31, 1995
Allowance for loan losses ............ $ 1,778 $ 533 $ -- $ 194 $ 2,117
Allowance for real estate losses ..... 5,120 1,505 -- 2,638 3,987
Allowance for bond losses ............ 317 2,013 -- 1,664 666
Unearned loan charges ................ 419 -- -- 118 301
--------- --------- --------- --------- ---------
Total ........................ $ 7,634 $ 4,051 $ -- $ 4,614 $ 7,071
========= ========= ========= ========= =========
December 31, 1994
Allowance for loan losses ............ $ 2,639 $ 649 $ -- $ 1,510 $ 1,778
Allowance for real estate losses ..... 4,473 2,561 -- 1,914 5,120
Allowance for bond losses ............ 1,515 1,849 -- 3,047 317
Unearned loan charges ................ 592 -- -- 173 419
--------- --------- --------- --------- ---------
Total ........................ $ 9,219 $ 5,059 $ -- $ 6,644 $ 7,634
========= ========= ========= ========= =========
</TABLE>
- ---------------------
NOTES:
(1) Represents the approximate amount of unearned loan charges on installment
loans originated during the period.
(2) Represents loans and bonds charged off and loan charges earned during the
period.
(3) All of the above are deducted in the balance sheet from the asset to which
they apply.
<PAGE> 26
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Stockholder
United Companies Life Insurance Company:
We consent to incorporation by reference in the registration statements (Nos.
33-91362 and 33-05778) on Form N-4 of United Companies Life Insurance Company
of our report dated February 28, 1997, relating to the consolidated balance
sheets of United Companies Life Insurance Company and subsidiary as of December
31, 1996, and the related consolidated statements of operations, cash flows,
and stockholder's equity for the periods from July 24, 1996 to December 31,
1996, and from January 1, 1996 to July 23, 1996, and all related schedules,
which report appears in the December 31, 1996 annual report on Form 10-K of
United Companies Life Insurance Company.
KPMG PEAT MARWICK LLP
Baton Rouge, Louisiana
March 28, 1997
<PAGE> 27
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference of our opinion dated February 29,
1996 appearing in this Annual Report on Form 10-K of United Companies Life
Insurance Company in the following: Registration Statement Numbers 33-91362
and 33-05778 on Form N-4, pertaining to United Companies Life Insurance
Company's variable annuity separate account, United Companies Separate Account
One.
/s/ DELOITTE & TOUCHE LLP
Baton Rouge, Louisiana
March 28, 1997
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
A. FINANCIAL STATEMENTS
The following financial statements of the Separate Account are included in
Part B:
1. Independent Auditor's Report.
2. Statement of Assets and Liabilities as of December 31, 1996.
3. Statement of Operations for the Year Ended December 31, 1996.
4. Statements of Changes in Net Assets for the Year Ended December
31, 1996 and Period from November 28, 1995 to December 31, 1995.
5. Notes to Financial Statements - December 31, 1996.
The following financial statements of the Company are included in Part B:
1. Independent Auditors' Report - KPMG Peat Marwick LLP
Independent Auditors' Report - Deloitte & Touche LLP
2. Consolidated Balance Sheets - December 31, 1996 and 1995.
3. Consolidated Statements of Operations - Years Ended December 31,
1996, 1995 and 1994.
4. Consolidated Statements of Cash Flows - Years Ended December 31,
1996, 1995 and 1994.
5. Consolidated Statements of Stockholder's Equity.
6. Notes to Consolidated Financial Statements for the Years Ended
December 31, 1996, 1995 and 1994.
7. Financial Statement Schedules.
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.
4. (i) Individual Fixed and Variable Deferred Annuity Contract.
(ii) Allocated Fixed and Variable Group Annuity Contract.
(iii) Allocated Fixed and Variable Group Annuity Certificate.
(iv) Death Benefit Endorsement.
5. Application Form.
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.
10. Consents of Independent Auditors.
11. Not Applicable.
12. Not Applicable.
13. Calculation of Performance Information.
14. Not Applicable.
15. Company Organizational Chart.
27. Not Applicable.
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The following are the Executive Officers and Directors of the Company:
<TABLE>
<CAPTION>
<S> <C>
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
<FN>
* The Principal business address for all officers and directors listed above
is III United Plaza, 8545 United Plaza Blvd., Baton Rouge, Louisiana
70809-2264.
</TABLE>
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR
OR REGISTRANT
The Company organizational chart is included as Exhibit 15.
ITEM 27. NUMBER OF CONTRACT OWNERS
As of April 25, 1997, there were 61 Non-Qualified Contract Owners and 57
Qualified Contract Owners.
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.
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.
<TABLE>
<CAPTION>
<C> <S> <C>
(b) 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
</TABLE>
(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 meets the requirements of Securities
Act Rule 485(b) for effectiveness of this Registration Statement and has
caused this Registration Statement to be signed on its behalf, in the City of
Baton Rouge, and State of Louisiana on this 21st day of April, 1997.
<TABLE>
<CAPTION>
<S> <C>
UNITED COMPANIES SEPARATE ACCOUNT ONE
---------------------------------------
Registrant
By: UNITED LIFE & ANNUITY INSURANCE COMPANY
---------------------------------------
By: /S/ C. PAUL PATSIS
---------------------------------------
Mr. C. Paul Patsis
President and Chief Executive Officer
By: UNITED LIFE & ANNUITY INSURANCE COMPANY
---------------------------------------
Depositor
By: /S/ C. PAUL PATSIS
---------------------------------------
Mr. C. Paul Patsis
President and Chief Executive Officer
</TABLE>
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.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
Director, President and
/S/ C. PAUL PATSIS Chief Executive Officer 4/21/97
- --------------------------- -------
C. Paul Patsis
Director, Executive Vice
/S/ KITTY S. KENNEDY President, Chief Administra- 4/21/97
- --------------------------- -------
Kitty S. Kennedy tive Officer, & Chief Actuary
Director, Executive Vice
/S/ JOHN H. LANCASTER President, & Chief Marketing 4/21/97
- --------------------------- -------
John H. Lancaster Officer
/S/ SCOTT D. SILVERMAN Director 4/21/97
- --------------------------- -------
Scott D. Silverman
/S/ JAMES P. MCDERMOTT Director 4/21/97
- --------------------------- -------
James P. McDermott
Treasurer, Chief Investment
/S/ R. ANDREW DAVIDSON, III Officer, Senior Vice 4/21/97
- --------------------------- -------
R. Andrew Davidson, III President
/S/ MICHAEL J. PRAGER Director 4/21/97
- --------------------------- -------
Michael J. Prager
</TABLE>
EXHIBITS
TO
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM N-4
FOR
UNITED COMPANIES SEPARATE ACCOUNT ONE
UNITED LIFE & ANNUITY INSURANCE COMPANY
INDEX TO EXHIBITS
ITEM NO. PAGE
EX-99.B1 Resolution of Board of Directors
EX-99.B3 Form of Principal Underwriters Agreement
EX-99.B4(i) Individual Fixed and Variable Deferred
Annuity Contract
EX-99.B4(ii) Allocated Fixed and Variable Group Annuity
Contract
EX-99.B4(iii) Allocated Fixed and Variable Group Annuity
Certificate
EX-99.B4(iv) Death Benefit Endorsement
EX-99.B5 Application Form
EX-99.B6(i) Copy of Articles of Incorporation
EX-99.B6(ii) Copy of Bylaws of the Company
EX-99.B9 Opinion and Consent of Counsel
EX-99.B10 Consents of Independent Auditors
EX-99.B13 Calculation of Performance Information
EX-99.B15 Company Organizational Chart
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
EXHIBIT 3
FORM OF PRINCIPAL UNDERWRITERS AGREEMENT
PRINCIPAL UNDERWRITER'S AGREEMENT
IT IS HEREBY AGREED by and between UNITED COMPANIES LIFE INSURANCE
COMPANY ("INSURANCE COMPANY") on behalf of UNITED COMPANIES SEPARATE ACCOUNT A
(the "Variable Account") and UNITED VARIABLE SERVICES, INC. ("PRINCIPAL
UNDERWRITER") as follows:
I
INSURANCE COMPANY proposes to issue and sell Individual and Group Fixed
and Variable Deferred Annuity Contracts and Certificates (the "Contracts") of
the Variable Account to the public through PRINCIPAL UNDERWRITER. The PRINCIPAL
UNDERWRITER agrees to provide sales service subject to the terms and conditions
hereof. The Contracts to be sold are more fully described in the registration
statement and prospectus hereinafter modified. Such Contracts will be issued by
INSURANCE COMPANY through the Variable Account.
II
INSURANCE COMPANY grants PRINCIPAL UNDERWRITER the exclusive right,
during the term of this Agreement, subject to registration requirements of the
Securities Act of 1933 and the Investment Company of Act of 1940 and the
provisions of the Securities Exchange Act of 1934, to be the distributor of the
Contracts issued through the Variable Account. PRINCIPAL UNDERWRITER will sell
the Contracts under such terms as set by INSURANCE COMPANY and will make such
sales to purchasers permitted to buy such Contracts as specified in the
prospectus.
III
PRINCIPAL UNDERWRITER shall be compensated for its distribution
services in such amount as to meet all of its obligations to selling
broker-dealer with respect to all Purchase Payments accepted by INSURANCE
COMPANY on the Contracts covered hereby.
IV
On behalf of the Variable Account, INSURANCE COMPANY shall furnish
PRINCIPAL UNDERWRITER with copies of all prospectuses, financial statements and
other documents which PRINCIPAL UNDERWRITER reasonably requests for use in
connection with distribution of the Contracts. INSURANCE COMPANY shall provide
to INSURANCE COMPANY such number of copies of the current effective prospectuses
as PRINCIPAL UNDERWRITER shall request.
V
PRINCIPAL UNDERWRITER is not authorized to give any information, or to
make any representations concerning the Contracts or the Variable Account of
INSURANCE COMPANY other than those contained in the current registration
statements or prospectuses relating to the Variable Account filed with the
Securities and Exchange Commission or such sales literature as may be authorized
by INSURANCE COMPANY.
VI
Both parties to this Agreement agree to keep the necessary records as
indicated by applicable state and federal law and to render the necessary
assistance to one another in the accurate and timely preparation of such
records.
VII
This Agreement shall be effective upon the execution hereof and will
remain in effect unless terminated as hereinafter provided. This Agreement shall
automatically be terminated in the event of its assignment by PRINCIPAL
UNDERWRITER. This Agreement may at any time be terminated by either party hereto
upon 60 days' written notice to the other party.
VIII
All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been given on the date
of service if served personally on the party to whom notice is to be given, or
on the date of mailing if sent by First Class Mail, Registered or Certified,
postage prepaid and properly addressed.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed on their behalf by their respective officers thereunto duly
authorized.
EXECUTED this _________ day of ______________, 199______.
INSURANCE COMPANY
UNITED COMPANIES LIFE
INSURANCE COMPANY
BY:_________________________________
ATTEST:______________________
Secretary
PRINCIPAL UNDERWRITER
UNITED VARIABLE SERVICES, INC.
BY:________________________________
ATTEST:________________________
Secretary
EXHIBIT 4(i)
INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT
[Entire page surrounded by a medium blue border. United Companies Life Insurance
Company logo centered at top of page: a capitalized "U" lying flat with the ends
of the "U" pointing toward the right side of the page with a capitalized "C"
looped through the bend in the "U". The ends of the "C" point toward the left of
the page. The company name is printed under the logo.]
UNITED COMPANIES LIFE INSURANCE COMPANY
Baton Rouge, Louisiana
(800) 825-7568
UNITED COMPANIES LIFE INSURANCE COMPANY (the "Company"), Baton Rouge, Louisiana,
agrees with the Owner 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 the
Company at its Annuity Service Center, P. O. Box 354, Haddam, Connecticut
06438-0354. 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 Contract Value
computed at the end of the Valuation Period during which this Contract is
received by the Company at its Annuity Service Center.
THIS IS A LEGAL CONTRACT BETWEEN THE OWNER AND THE COMPANY
READ YOUR CONTRACT CAREFULLY
/s/SHERRY E. ANDERSON /s/ ROBERT B. THOMAS, JR.
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
DEFINITIONS
PURCHASE PAYMENT PROVISIONS
PURCHASE PAYMENTS
ALLOCATION OF PURCHASE PAYMENTS
SEPARATE ACCOUNT PROVISIONS
THE SEPARATE ACCOUNT
VALUATION OF ASSETS
ACCUMULATION UNITS
ACCUMULATION UNIT VALUE
MORTALITY AND EXPENSE RISK CHARGE
ADMINISTRATIVE CHARGE
DISTRIBUTION EXPENSE CHARGE
MVA ACCOUNT
MVA ACCOUNT
INTEREST TO BE CREDITED
GUARANTEE PERIOD
MULTIPLE GUARANTEE PERIODS
CHANGE IN GUARANTEE PERIOD
MARKET VALUE ADJUSTMENT
MVA ACCOUNT VALUES
FIXED ACCOUNT PROVISIONS
FIXED ACCOUNT VALUES
INTEREST TO BE CREDITED
CONTRACT VALUE
CONTRACT MAINTENANCE CHARGE
DEDUCTION FOR CONTRACT MAINTENANCE CHARGE
TRANSFERS
TRANSFERS PRIOR TO THE ANNUITY DATE
WITHDRAWAL PROVISIONS
WITHDRAWALS
CONTINGENT DEFERRED SALES CHARGE
PROCEEDS PAYABLE ON DEATH
DEATH OF OWNER DURING THE ACCUMULATION PERIOD
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD
DEATH OF OWNER DURING THE ANNUITY PERIOD
DEATH OF ANNUITANT
PAYMENT OF DEATH BENEFIT
BENEFICIARY
CHANGE OF BENEFICIARY
SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION
OWNER, ANNUITANT, ASSIGNMENT PROVISIONS
OWNER
JOINT OWNER
ANNUITANT
ASSIGNMENT OF A CONTRACT
ANNUITY PROVISIONS
GENERAL
ANNUITY DATE
SELECTION OF AN ANNUITY OPTION
FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS
ANNUITY OPTIONS
OPTION A. LIFE ANNUITY
OPTION B. LIFE ANNUITY WITH PERIODS CERTAIN
OPTION C. JOINT AND SURVIVOR ANNUITY
FIXED ANNUITY
MORTALITY TABLES
GENERAL PROVISIONS
THE CONTRACT
MISSTATEMENT OF AGE
INCONTESTABILITY
MODIFICATION
NON-PARTICIPATING
EVIDENCE OF SURVIVAL
PROOF OF AGE
PROTECTION OF PROCEEDS
REPORTS
TAXES
REGULATORY REQUIREMENTS
CONTRACT SCHEDULE
United Companies Life Insurance Company
Variable Annuity Service Center
P. O. Box 354
Haddam, CT 06438-3054
CONTRACT OWNER: [John Doe] CONTRACT DATE: [July 1, 1995]
CONTRACT NUMBER: [12345] ANNUITY DATE: [July 1, 2030]
Beneficiary and Annuitant: As named by the Owner at the Contract Issue Date,
unless changed according to the Contract provisions.
PURCHASE PAYMENTS:
INITIAL PURCHASE PAYMENT: [$5,000]
MINIMUM SUBSEQUENT PURCHASE PAYMENT: $500 OR $100 for automatic check option.
MAXIMUM TOTAL PURCHASE PAYMENT: $250,000 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 MVA
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 at the
Annuity Service Center. 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%. 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 1.45% 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 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.
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 account 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:
<TABLE>
<CAPTION>
<S> <C>
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%
</TABLE>
FREE WITHDRAWAL: On each Contract Anniversary, the Free Withdrawal Amount is
equal to the greater of (a) the earnings in the Contract Value or (b) 10% of
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 amount withdrawn
without deduction of Contingent Deferred Sales Charges during the current
Contract Year.
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 CONTRACT AFTER A PARTIAL WITHDRAWAL:
$2,000
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 is confined in
a skilled nursing facility; (b) a physician certifies that skilled nursing care
is needed; and (c) such confinement continues for 90 days. A skilled nursing
facility is a place which qualifies as a provider of extended skilled nursing
facility services under the Federal Medicare Plan of Title XVIII of the Social
Security Act of 1965, as amended. Certificate of need and proof of confinement,
in writing in a form satisfactory to us, will be required.
ELIGIBLE FUNDS: SUB-ACCOUNTS:
MFS VARIABLE INSURANCE TRUST
MFS Emerging Growth MFS Emerging Growth Sub-Account
MFS Total Return Series MFS Total Return Sub-Account
FEDERATED INSURANCE SERIES
Corporate Bond Fund Federated Corporate Bond Sub-Account
Utility Fund Federated Utility 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 Scudder International Sub-Account
VAN ECK INVESTMENT TRUST
Gold and Natural Resources Fund Van Eck Gold and Natural Resources
Sub-Account
ELIGIBLE FUNDS: As selected by the Owner in the application unless changed
according to the Contract provisions.
SEPARATE ACCOUNT: United Companies Separate Account One
FIXED ACCOUNT:
INITIAL GUARANTEE PERIOD: 1 Year
INITIAL GUARANTEED INTEREST RATE: 3.5%
MINIMUM GUARANTEED INTEREST RATE: 3.0%
CURRENT MVA ACCOUNT GUARANTEE PERIOD OPTIONS:
3 Years
5 Years
7 Years
INITIAL CURRENT INTEREST RATE: 4.50%
INITIAL GUARANTEE PERIOD: 3 Years
MINIMUM GUARANTEED CREDITED INTEREST RATE: 3%
INITIAL CURRENT INTEREST RATE: 5.00%
INITIAL GUARANTEE PERIOD: 5 Years
MINIMUM GUARANTEED CREDITED INTEREST RATE: 3%
INITIAL CURRENT INTEREST RATE: 5.10%
INITIAL GUARANTEE PERIOD: 7 Years
MINIMUM GUARANTEED CREDITED INTEREST RATE: 3%
MARKET VALUE ADJUSTMENT FACTOR: The Market Value Adjustment Factor is equal to:
n/12
[ (1 + i ) / ( 1 + j + .005) ] - 1
where
i = Current interest rate credited to the Contract Value allocated
to a guarantee period as of the beginning of the guarantee
period.
j = Current Interpolated U.S. Constant Maturity Treasury Rate (CMT)
for the time remaining in the guarantee period plus the
difference between I and the corresponding CMT rate at time of
purchase.
n = Number of full months remaining in the guarantee period.
RIDERS:
ENHANCED DEATH BENEFIT ENDORSEMENT
IRA ENDORSEMENT
UNISEX ANNUITY RATES ENDORSEMENT
DEFINITIONS
ACCUMULATION PERIOD: The period prior to the Annuity Date during which Purchase
Payments may be made by an Owner.
ACCUMULATION UNIT: A unit of measure used to determine the value of an 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 an 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.
ANNUITY SERVICE CENTER: The office indicated on the Contract Schedule to which
notices, requests and Purchase Payments must be sent. All sums payable by the
Company are payable only at the Annuity Service Center.
BENEFICIARY: The person(s) or entity(ies) who will receive the death benefit
payable under the Contract.
COMPANY: United Companies Life Insurance Company.
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 Market Value Adjustment.
CONTRACT YEAR: The first Contract Year is the annual period which begins on the
Contract Issue Date. Subsequent Contract Years begin on each anniversary of the
Contract Issue Date.
CURRENT INTEREST RATE: The interest rate credited to the Contract Value by the
Company for any given Guarantee Period in the MVA Account or the Fixed Account.
The Initial Current Interest Rates for the selected Guarantee Periods and for
the Fixed Account and the MVA 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 MVA 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.
MARKET VALUE ADJUSTMENT: An adjustment to the amount withdrawn or transferred
from a MVA 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.
MVA 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 a Market Value Adjustment.
NET PURCHASE PAYMENT: A Purchase Payment less any applicable Premium Tax.
OWNER: The 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.
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 at the Annuity Service Center.
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 MVA 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 period.
SEPARATE ACCOUNT PROVISIONS
THE SEPARATE ACCOUNT: The Separate Account is designated on the Contract
Schedule and consist 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 Funds(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 cancelled. 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 Annuity Service
Center.
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
Portfolio 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 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.
MVA ACCOUNT
MVA ACCOUNT: Net Purchase Payments may be allocated to one or more of the MVA
Account Guarantee Period options which are available at the time the Purchase
Payment is made. The initial MVA 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 MVA 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 MVA Account is shown on the Contract Schedule. After the
Initial Guarantee Period, the Current Interest Rate for any subsequent Guarantee
Period of the MVA Account may change. All interest payable under the Contract is
compounded daily at the stated effective annual interest rate. In no event will
the Current Interest Rate be less than the Minimum Guarantee Interest Rate,
prior to the application of the Market Value Adjustment, specified on the
Contract Schedule.
GUARANTEE PERIOD: The Initial Current Guarantee Period is shown on the Contract
Schedule. During the thirty (30) days prior to the end of a current 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 Market Value 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 1-year
Guarantee Period as of the renewal rate.
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 Market Value 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 Market Value Adjustment will apply to a change made at
any time other than at the end of a Guarantee Period. The Market Value
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.
MARKET VALUE 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 a Market Value Adjustment. The Market Value Adjustment will be
calculated by multiplying the amount withdrawn, transferred, or annuitized by
the formula shown on the Contract Schedule.
There will be no Market Value Adjustment on withdrawals from the MVA Account in
the following situations: (1) death benefit paid under the Contract; (2) amounts
withdrawn to pay fees or charges; and (3) amounts withdrawn or transferred from
the MVA Account at the end of the Guarantee Period.
MVA ACCOUNT VALUES: The MVA Account Value of a Contract at any time is equal to:
1. the Net Purchase Payments allocated to the MVA Account; plus
2. the Contract Value transferred to the MVA Account; plus
3. interest credited to the Owner's interest in the MVA Account; less
4. any prior withdrawals of a Contract Value in the MVA Account and any
Contingent Deferred Sales Charge; less
5. any Contract Value transferred from the MVA Account; less
6. Contract Maintenance Charges or Transfer Fees.
Any subsequent Purchase Payments and transfers to the MVA 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 Contract in the Fixed Account; less
4. any prior withdrawals of 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 MVA
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 MVA 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 MVA Account and by cancelling 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 MVA 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 MVA 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
Period, transfer all or part of the Contract Value in the Fixed Account, the MVA
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 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 or the MVA 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 Annuity Service
Center.
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 cancelled if
other than the above method is desired.
A partial withdrawal from the Fixed Account or the MVA Account is made when
there are Multiple Guarantee Periods by a withdrawal first from the 1-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 MVA Account may be subject to a Market Value
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
a Sub-Account after a partial withdrawal is shown on the Contract Schedule.
CONTINGENT DEFERRED SALES CHARGE: Upon a withdrawal of a 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".
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 any 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 an 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; or
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 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 the 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 MVA Account for a period of up to six (6) months.
OWNER, ANNUITANT, ASSIGNMENT PROVISIONS
OWNER: The Owner has all interest and rights 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 Owners 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 years after the Issue Date. The Annuity Date
may not be later than when the Annuitant reaches the attained age of 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-month
guarantee 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 Options 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 consist 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: The 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 the 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. The Company will also furnish an annual report of the Separate
Account. Reports will be sent to the last known address of the Owner.
TAXES: Any taxes paid to any governmental entity relating to the 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.
[back page of contract is split in half vertically with a graphic line. To the
right of the page is the following text:]
FOR FURTHER INFORMATION OR
TO DISCUSS A PROBLEM OR COMPLAINT,
PLEASE CALL US AT
1-800-825-7568
[United Companies logo- a capitalized "U" lying flat with the ends of the "U"
pointing toward the right side of the page with a capitalized "C" looped through
the bend in the "U". The ends of the "C" point toward the left of the page. To
the right of the "C is printed the company name.]
UNITED COMPANIES LIFE COMPANY
Baton Rouge, Louisiana
Individual Fixed and Variable Annuity Contract
Non-Participating
EXHIBIT 4(ii)
ALLOCATED FIXED AND VARIABLE GROUP ANNUITY CONTRACT
UNITED COMPANIES LIFE INSURANCE COMPANY (the "Company"), Baton Rouge, Louisiana,
agrees with the Contract Owner to provide benefits to the Certificate Holders,
subject to the provisions set forth in this Contract and in consideration of
Purchase Payments received from Certificate Holders.
RIGHT TO EXAMINE CERTIFICATE: Within 10 days of the date of receipt of a
Certificate under this Contract by the Certificate Holder, it may be returned by
delivering or mailing it to the Company at its Annuity Service Center, P. O. Box
354, Haddam, Connecticut 06438-0354. When the Certificate is received by the
Company, it will be voided as if it had never been in force. The Company will
refund the Certificate Holder's Account Value computed at the end of the
Valuation Period during which this Contract is received by the Company.
THIS IS A LEGAL CONTRACT BETWEEN THE CONTRACT OWNER AND THE COMPANY READ YOUR
CONTRACT CAREFULLY
SECRETARY PRESIDENT
ALLOCATED FIXED AND VARIABLE
GROUP 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
DEFINITIONS
PURCHASE PAYMENT PROVISIONS
PURCHASE PAYMENTS
ALLOCATION OF PURCHASE PAYMENTS
SEPARATE ACCOUNT PROVISIONS
THE SEPARATE ACCOUNT
VALUATION OF ASSETS
ACCUMULATION UNITS
ACCUMULATION UNIT VALUE
MORTALITY AND EXPENSE RISK CHARGE
ADMINISTRATIVE CHARGE
DISTRIBUTION EXPENSE CHARGE
MVA ACCOUNT
MVA ACCOUNT
INTEREST TO BE CREDITED
GUARANTEE PERIOD
MULTIPLE GUARANTEE PERIODS
CHANGE IN GUARANTEE PERIOD
MARKET VALUE ADJUSTMENT
MVA ACCOUNT VALUES
FIXED ACCOUNT PROVISIONS
FIXED ACCOUNT VALUES
INTEREST TO BE CREDITED
CERTIFICATE HOLDER'S ACCOUNT VALUE
CERTIFICATE MAINTENANCE CHARGE
DEDUCTION FOR CERTIFICATE MAINTENANCE CHARGE
TRANSFERS
TRANSFERS PRIOR TO THE ANNUITY DATE
WITHDRAWAL PROVISIONS
WITHDRAWALS
CONTINGENT DEFERRED SALES CHARGE
PROCEEDS PAYABLE ON DEATH
DEATH OF CERTIFICATE HOLDER DURING THE ACCUMULATION PERIOD DEATH BENEFIT
AMOUNT DURING THE ACCUMULATION PERIOD DEATH BENEFIT OPTIONS DURING THE
ACCUMULATION PERIOD DEATH OF CERTIFICATE HOLDER DURING THE ANNUITY PERIOD
DEATH OF ANNUITANT
PAYMENT OF DEATH BENEFIT
BENEFICIARY
CHANGE OF BENEFICIARY
SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION
CERTIFICATE HOLDER, ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS
CERTIFICATE HOLDER
JOINT CERTIFICATE HOLDER
CONTRACT OWNER
ANNUITANT
ASSIGNMENT OF A CERTIFICATE
ANNUITY PROVISIONS
GENERAL
ANNUITY DATE
SELECTION OF AN ANNUITY OPTION
FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS
ANNUITY OPTIONS
OPTION A. LIFE ANNUITY
OPTION B. LIFE ANNUITY WITH PERIODS CERTAIN
OPTION C. JOINT AND SURVIVOR ANNUITY
FIXED ANNUITY
MORTALITY TABLES
GENERAL PROVISIONS
THE CONTRACT
MISSTATEMENT OF AGE
INCONTESTABILITY
MODIFICATION
NON-PARTICIPATING
EVIDENCE OF SURVIVAL
PROOF OF AGE
PROTECTION OF PROCEEDS
REPORTS
TAXES
REGULATORY REQUIREMENTS
CONTRACT SCHEDULE
United Companies Life Insurance Company
Variable Annuity Processing Center
P. O. Box 354
Haddam, CT 06438-3054
CONTRACT OWNER: [John Doe] CONTRACT DATE: [July 1, 1995]
CONTRACT NUMBER: [12345]
Beneficiary, Certificate Holder and Annuitant: As named by the Certificate
Holder at the Certificate Issue Date, unless changed according to the Contract
provisions.
PURCHASE PAYMENTS:
INITIAL PURCHASE PAYMENT: [$5,000]
MINIMUM SUBSEQUENT PURCHASE PAYMENT: $500 OR $100 for automatic check option.
MAXIMUM TOTAL PURCHASE PAYMENT: For each Certificate Holder, $250,000 without
prior company approval.
ALLOCATION GUIDELINES:
The Certificate Holder can select up to 10 investment options, including
Sub-Accounts, the Fixed Account and the Guarantee Periods of the MVA Account.
If the Purchase Payments and forms required to issue a Certificate are in good
order, the initial net purchase payment will be credited to the Certificate
Holder's Account within two (2) business days after receipt at the Annuity
Service Center. Additional purchase payments will be credited to the Certificate
Holder's Account as of the valuation period when they are received.
Allocation percentages must be in whole numbers. Each allocation must be at
least 5%. Allocations made pursuant to a Pre-approved Rebalancing Program are
not subject to such limitations.
CERTIFICATE MAINTENANCE CHARGE: None
MORTALITY AND EXPENSE RISK CHARGE: Equal, on an annual basis, to 1.45% 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 Certificate Year. The transfer fee is
deducted from the amount transferred. Transfers made at the end of the Right to
Examine Certificate 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 Certificate
Holder'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 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 Certificate Holder's Fixed
Account Value in any one Certificate 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.
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 account value remaining in the Certificate. 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:
<TABLE>
<CAPTION>
<S> <C>
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%
</TABLE>
FREE WITHDRAWAL: On each Certificate Anniversary, the Free Withdrawal Amount is
equal to the greater of: (a) the earnings in the Certificate Holder's Account or
(b) 10% of Purchase Payments as of the beginning of the current Certificate
Year. On other than Certificate Anniversaries, the Free Withdrawal Amount is
equal to the Free Withdrawal Amount at the beginning of the Certificate Year
less amount withdrawn without deduction of Contingent Deferred Sales Charges
during the current Certificate Year.
MINIMUM PARTIAL WITHDRAWAL: $500. This requirement is waived if the partial
withdrawal is pursuant to a Systematic Withdrawal Option.
MINIMUM CERTIFICATE HOLDER'S ACCOUNT VALUE WHICH MUST REMAIN IN CERTIFICATE
AFTER A PARTIAL WITHDRAWAL: $2,000
MINIMUM CERTIFICATE HOLDER'S ACCOUNT VALUE WHICH MUST REMAIN IN ANY ACCOUNT
AFTER A PARTIAL WITHDRAWAL: $500
WAIVER OF CONTINGENT DEFERRED SALES CHARGE: After the first Certificate Year,
the Contingent Deferred Sales Charge will not apply if: (a) the Certificate
Holder is confined in a skilled nursing facility; (b) a physician certifies that
skilled nursing care is needed; and (c ) such confinement continues for 90 days.
A skilled nursing facility is a place which qualifies as a provider of extended
skilled nursing facility services under the Federal Medicare Plan of Title XVIII
of the Social Security Act of 1965, as amended. Certificate of need and proof of
confinement, in writing in a form satisfactory to us, will be required.
ELIGIBLE FUNDS: SUB-ACCOUNTS:
MFS VARIABLE INSURANCE TRUST
MFS Emerging Growth MFS Emerging Growth Sub-Account
MFS Total Return Series MFS Total Return Sub-Account
FEDERATED INSURANCE SERIES
Corporate Bond Fund Federated Corporate Bond Sub-Account
Utility Fund Federated Utility 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 Scudder International Sub-Account
VAN ECK INVESTMENT TRUST
Gold and Natural Resources Fund Van Eck Gold and Natural Resources
Sub-Account
ELIGIBLE FUNDS: As selected by the Certificate Holder in the application unless
changed according to the Contract provisions.
SEPARATE ACCOUNT: United Companies Separate Account One
FIXED ACCOUNT:
INITIAL GUARANTEE PERIOD: 1 Year
INITIAL GUARANTEED INTEREST RATE: 4.5%
MINIMUM GUARANTEED INTEREST RATE: 3.0%
MVA ACCOUNT:
CURRENT MVA ACCOUNT GUARANTEE PERIOD OPTIONS:
3 Years
5 Years
7 Years
MARKET VALUE ADJUSTMENT FACTOR: The Market Value Adjustment Factor is equal to:
n/12
[ ( 1 + i) / ( 1 + j + .005) ] - 1
where
i = Current interest rate credited to the Certificate Holder's
Account Value allocated to a guarantee period as of the beginning
of the guarantee period.
j = Current Interpolated U.S. Constant Maturity Treasury Rate (CMT)
for the time remaining in the guarantee period plus the
difference between I and the corresponding CMT rate at time of
purchase.
n = Number of full months remaining in the guarantee period.
RIDERS:
[ENHANCED DEATH BENEFIT ENDORSEMENT]
[IRA ENDORSEMENT]
UNISEX ANNUITY RATES ENDORSEMENT
DEFINITIONS
ACCUMULATION PERIOD: The period prior to the Annuity Date during which Purchase
Payments may be made by a Certificate Holder.
ACCUMULATION UNIT: A unit of measure used to determine the value of a
Certificate Holder's interest in a Sub-Account of the Separate Account during
the Accumulation Period.
AGE: The age of any Certificate Holder or Annuitant on his/her last birthday.
ANNUITANT: The natural person on whose life Annuity Payments to a Certificate
Holder 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 Certificate Schedule.
ANNUITY OPTIONS: Options available for Annuity Payments.
ANNUITY PAYMENTS: The series of payments made to the Certificate Holder 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.
ANNUITY SERVICE CENTER: The office indicated on the Contract Schedule to which
notices, requests and Purchase Payments must be sent. All sums payable by the
Company under this Contract or any Certificate are payable only at the Annuity
Service Center.
BENEFICIARY: The person(s) or entity(ies) who will receive the death benefit
payable under a Certificate.
CERTIFICATE: The document issued to a Certificate Holder to evidence a
Certificate Holder's Account established under this Group Contract.
CERTIFICATE ANNIVERSARY: The Anniversary of the Certificate Issue Date.
CERTIFICATE ISSUE DATE: The date a Certificate is issued to a Certificate
Holder. The Certificate Issue Date is shown on the Certificate Schedule.
CERTIFICATE HOLDER: A person who has established a Certificate Holder's Account
under this Group Contract.
CERTIFICATE HOLDER'S ACCOUNT: A record established for each Certificate Holder
to maintain values under this Group Contract.
CERTIFICATE HOLDER'S ACCOUNT VALUE: The dollar value as of any Valuation Period
of all amounts accumulated in a Certificate Holder's Account.
CERTIFICATE HOLDER'S ADJUSTED ACCOUNT VALUE: A Certificate Holder's Account
Value less any applicable Premium Tax and Certificate Maintenance Charge. This
amount is applied to the applicable Annuity Tables to determine Annuity
Payments.
CERTIFICATE WITHDRAWAL VALUE: The Certificate Holder's Account Value less any
applicable Premium Tax, less any Contingent Deferred Sales Charge, less any
applicable Certificate Maintenance Charge and plus or minus any Market Value
Adjustment.
CERTIFICATE YEAR: The first Certificate Year is the annual period which begins
on the Certificate Issue Date. Subsequent Certificate Years begin on each
anniversary of the Certificate Issue Date.
COMPANY: United Companies Life Insurance Company.
CONTRACT OWNER: The person or entity to which this Group Contract is issued.
CURRENT INTEREST RATE: The interest rate credited to a Certificate Holder's
Account Value by the Company for any given Guarantee Period in the MVA Account
or the Fixed Account. The Initial Current Interest Rates for the selected
Guarantee Periods and for the Fixed Account and the MVA Account are shown on the
Certificate 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 MVA Account or the Fixed Account. The Initial Guarantee Periods
selected by the Certificate Holder are shown on the Certificate Schedule.
MARKET VALUE ADJUSTMENT: An adjustment to the amount withdrawn or transferred
from a MVA 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.
MVA 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 a Market Value Adjustment.
NET PURCHASE PAYMENT: A Purchase Payment less any applicable Premium Tax.
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 a Certificate Holder's Account Value.
PURCHASE PAYMENT: A payment made by a Certificate Holder with respect to this
Contract.
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 Annuity Service Center.
PURCHASE PAYMENT PROVISIONS
PURCHASE PAYMENTS: The initial Purchase Payment for a Certificate Holder is due
on the Certificate Issue Date. Subject to the maximum and minimum shown on the
Contract Schedule, the Certificate Holder 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 MVA Account Guarantee Period options and/or to
one or more Sub-Accounts of the Separate Account in accordance with the
selections made by the Certificate Holder. The allocation of the initial Net
Purchase Payment for a Certificate Holder is made in accordance with the
selection made by the Certificate Holder at the Issue Date. Unless otherwise
changed by the Certificate Holder, 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
Certificate 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 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 Funds(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 Certificate Holder may
be permitted to transfer Certificate Holder's Account 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 a Certificate.
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 cancelled. 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 Annuity Service
Center.
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 Portfolio
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 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
Contracts and Certificates.
MVA ACCOUNT
MVA ACCOUNT: Net Purchase Payments may be allocated to one or more of the MVA
Account Guarantee Period options which are available at the time the Purchase
Payment is made. The initial MVA Account Guarantee Period options are shown on
the Contract Schedule. In addition, during the Accumulation Period, Certificate
Holder's Account Values can be transferred from the Separate Account and/or the
Fixed Account to one or more of the MVA Account Guarantee Period options on the
next Certificate Anniversary.
INTEREST TO BE CREDITED: The Initial Current Interest Rate for the Initial
Guarantee Period of the MVA Account is shown on the Certificate Schedule. After
the Initial Guarantee Period, the Current Interest Rate for any subsequent
Guarantee Period of the MVA Account may change. All interest payable under a
Certificate is compounded daily at the stated effective annual interest rate. In
no event will the Current Interest Rate be less than the Minimum Guarantee
Interest Rate, prior to the application of the Market Value Adjustment,
specified on the Contract Schedule.
GUARANTEE PERIOD: The Initial Current Guarantee Period is shown on the
Certificate Schedule. During the thirty (30) days prior to the end of a current
Guarantee Period, the Certificate Holder 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 Market Value Adjustment.
If the Certificate Holder 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 a Certificate Holder. 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 1-year Guarantee Period as of the renewal rate.
MULTIPLE GUARANTEE PERIODS: The Certificate Holder 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 Market
Value Adjustment. The Company reserves the right to credit different Current
Interest Rates to the Certificate Holder's Account 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 Certificate Holder, may upon Written Request,
change to any Guarantee Period then being offered by the Company with respect to
contracts and certificates of this type and class. The Market Value Adjustment
will apply to a change made at any time other than at the end of a Guarantee
Period. The Market Value 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.
MARKET VALUE 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 a Market Value Adjustment. The Market Value Adjustment will be
calculated by multiplying the amount withdrawn, transferred or annuitized by the
formula shown on the Contract Schedule.
There will be no Market Value Adjustment on withdrawals from the MVA Account in
the following situations: (1) Death Benefit paid under a Certificate; (2)
amounts withdrawn to pay fees or charges; and (3) amounts withdrawn or
transferred from the MVA Account at the end of the Guarantee Period.
MVA ACCOUNT VALUES: The MVA Account value of a Certificate Holder's Account at
any time is equal to:
1. the Net Purchase Payments allocated to the MVA Account: plus
2. the Certificate Holder's Account Value transferred to the MVA Account:
plus
3. interest credited to the Certificate Holder's interest in the MVA
Account; less
4. any prior withdrawals of a Certificate Holder's Account Value in the
MVA Account and any Contingent Deferred Sales Charge: less
5. any Certificate Holder's Account Value transferred from the MVA
Account; less
6. Certificate Maintenance Charges or Transfer Fees.
Any subsequent Purchase Payments and transfers to the MVA 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 Certificate Holder's Account
at any time is equal to:
1. the Net Purchase Payments allocated to the Fixed Account; plus
2. the Certificate Holder's Account Value transferred to the Fixed
Account; plus
3. interest credited to the Certificate Holder's Account in the Fixed
Account; less
4. any prior withdrawals of a Certificate Holder's Account in the Fixed
Account and any Contingent Deferred Sales Charge; less
5. any Certificate Holder's Account Value transferred from the Fixed
Account; less
6. Certificate 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.
CERTIFICATE HOLDER'S ACCOUNT VALUE
The Certificate Holder's Account Value for any Valuation Period is the sum of
the Certificate Holder's Account Value in each of the Sub-Accounts of the
Separate Account, the Certificate Holder's Account Value in the MVA Account and
the Certificate Holder's Account Value in the Fixed Account.
The Certificate Holder's Account Value in a Sub-Account of the Separate Account
is determined by multiplying the number of Accumulation Units allocated to the
Certificate Holder's Account 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 MVA Account, as
applicable.
CERTIFICATE MAINTENANCE CHARGE
DEDUCTION FOR CERTIFICATE MAINTENANCE CHARGE: During the Accumulation Period, on
each Certificate Anniversary, the Company deducts a Certificate Maintenance
Charge from the Certificate Holder's Account Value by reducing the Certificate
Holder's Account Values in the Fixed Account and/or the MVA Account and by
cancelling Accumulation Units from each applicable Sub-Account to reimburse it
for expenses relating to maintenance of the Certificate. The Certificate
Maintenance Charge will be deducted from the Fixed Account and/or the MVA
Account and the Sub-Accounts in the Separate Account in the same proportion that
the amount of Certificate Holder's Account Value in the Fixed Account and/or the
MVA Account and each Sub-Account bears to the total Certificate Holder's Account
Value. The Certificate Maintenance Charge is shown on the Contract Schedule.
During the Accumulation Period, the Certificate Maintenance Charge will be
deducted from the Certificate Holder's Account Value on each Certificate
Anniversary while the Certificate is in force. If a total withdrawal is made on
other than a Certificate Anniversary, the Certificate 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 Certificate Holder may, after the expiration of any Right
to Examine Period, transfer all or part of the Certificate Holder's Account
Value in the Fixed Account, the MVA 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 shown on the Contract Schedule for the Certificate
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 Certificate 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 or the MVA 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 Certificate Holder elects to use this transfer privilege, the Company
will not be liable for transfers made in accordance with the Certificate
Holder'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 Annuity Service Center.
WITHDRAWAL PROVISIONS
WITHDRAWALS: During the Accumulation Period, the Certificate Holder may, upon
Written Request, make a total or partial withdrawal of the Certificate
Withdrawal Value.
Unless the Certificate Holder 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 Certificate Holder's interest in
the Sub-Account bears to the total Certificate Holder's Account Value in all
Sub-Accounts. The Certificate Holder must specify by Written Request in advance
which Sub-Account Accumulation Units are to be cancelled if other than the above
method is desired.
A partial withdrawal from the Fixed Account or the MVA Account is made for a
Certificate with Multiple Guarantee Periods by a withdrawal first from the
1-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 Certificate Withdrawal Value for which the
Free Withdrawal Provision applies and then from the Withdrawal Value for which
there is no waiver. A withdrawal from the MVA Account may be subject to a Market
Value 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 Certificate Holder's Account Value
which must remain in a Sub-Account after a partial withdrawal is shown on the
Contract Schedule.
CONTINGENT DEFERRED SALES CHARGE: Upon a withdrawal of a Certificate Holder's
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".
PROCEEDS PAYABLE ON DEATH
DEATH OF CERTIFICATE HOLDER DURING THE ACCUMULATION PERIOD: Upon the death of
the Certificate Holder or Joint Certificate Holder, prior to the Annuity Date,
the death benefit will be paid to the Beneficiary(ies) designated by the
Certificate Holder. Upon the death of a Joint Certificate Holder, the surviving
Joint Certificate Holder, 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 Certificate
Holder, he or she may elect to continue the Certificate at the then current
Certificate Holder's Account Value in his or her own name and exercise all the
Certificate Holder's rights under the Certificate.
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 Certificate Holder's Account
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 Certificate Holder 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 the Certificate Holder; 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 Certificate Holder or any
Joint Certificate Holder.
Any portion of the death benefit not applied under Option 3 within one (1) year
of the date of the Certificate Holder's death, must be distributed within five
(5) years of the date of death.
A spousal Beneficiary may elect to continue the Certificate in his or her own
name at the then current Certificate Holder's Account Value, elect a lump sum
payment of the death benefit, or apply the death benefit to an 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 CERTIFICATE HOLDER DURING THE ANNUITY PERIOD: If the Certificate Holder
or a Joint Certificate Holder, 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
Certificate Holder's death. Upon the death of the Certificate Holder during the
Annuity Period, the Beneficiary becomes the Certificate Holder.
DEATH OF ANNUITANT: Upon the death of an Annuitant, who is not the Certificate
Holder, during the Accumulation Period, the Certificate Holder 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
Certificate Holder will become the Annuitant. If the Certificate Holder is a
non-natural person, the death of the Annuitant will be treated as the death of
the Certificate Holder 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 Certificate Issue Date
will remain in effect until changed. The Beneficiary is entitled to receive the
benefits to be paid at the death of the Certificate Holder.
Unless the Certificate Holder 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 Certificate Holder's
and/or the Annuitant's death, as applicable; or if there are none
2. to the Contingent Beneficiary(ies) who survive the Certificate
Holder's and/or the Annuitant's death, as applicable; or if there are
none
3. to the estate of the Certificate Holder.
CHANGE OF BENEFICIARY: Subject to the rights of any irrevocable
Beneficiary(ies), the Certificate Holder 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 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 Certificate Holders;
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 MVA Account for a period of up to six (6) months.
CERTIFICATE HOLDER, ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS
CERTIFICATE HOLDER: The Certificate Holder has all interest and right to amounts
held in his or her Certificate Holder's Account. The Certificate Holder is the
person designated as such on the Certificate Issue Date, unless changed.
The Certificate Holder may change holders of the Certificate at any time prior
to the Annuity Date by Written Request. A change of Certificate Holder will
automatically revoke any prior designation of Certificate Holder. The change
will become effective as of the date the Written Request is signed. A new
designation of Certificate Holder will not apply to any payment made or action
taken by the Company prior to the time it was received.
JOINT CERTIFICATE HOLDER: A Certificate may be owned by Joint Certificate
Holders. If Joint Certificate Holders are named, any Joint Certificate Holder
must be the spouse of the other Certificate Holder. Upon the death of either
Certificate Holder, 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.
CONTRACT OWNER: The Contract Owner has title to the Contract. The Contract and
any amount accumulated thereunder are not subject to the claims of the Contract
Owner nor any of its creditors. The Contract Owner may transfer ownership of
this Group Contract. Any transfer of ownership terminates the interest of any
existing Contract Owner. It does not change the rights of any Certificate
Holder.
ANNUITANT: The Annuitant is the person on whose life Annuity Payments are based.
The Annuitant is the person designated by the Certificate Holder at the
Certificate Issue Date, unless changed prior to the Annuity Date. The Annuitant
may not be changed after the annuity date nor in a Certificate 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 CERTIFICATE: A Written Request specifying the terms of an
assignment of a Certificate must be provided to the Annuity Service Center.
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 Certificate 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 Certificate is assigned, the Certificate Holder's rights may only be
exercised with the consent of the assignee of record.
ANNUITY PROVISIONS
GENERAL: On the Annuity Date, the Adjusted Certificate Holder's Account Value
will be applied under the Annuity Option selected by the Certificate Holder.
Annuity Payments will be made on a fixed basis only.
ANNUITY DATE: The Annuity Date is selected by the Certificate Holder at the
Certificate Issue Date. The Annuity Date must be at least three years after the
Certificate Issue Date. The Annuity Date may not be later than when the
Annuitant reaches attained age 85 or 10 years after the Certificate Issue Date
for issue ages after age 75.
Prior to the Annuity Date, the Certificate Holder 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 Certificate Holder. If no Annuity Option is selected, Option B
with 120-month guarantee will automatically be applied. Prior to the Annuity
Date, the Certificate Holder 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 Certificate Holder's Adjusted Account Value is applied to the
Annuity Table for the Annuity Options selected. If the Certificate Holder's
Adjusted Account 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 Certificate Holder's Account Value is allocated to
the General Account and the Annuity is paid as a Fixed Annuity. Unless the
Certificate Holder specifies otherwise, the payee of the Annuity Payments shall
be the Certificate Holder.
The Adjusted Certificate Holder Account Value will be applied to the applicable
Annuity Table contained in the Certificate based upon the Annuity Option
selected by the Certificate Holder. The amount of the first payment for each
$1,000 of Adjusted Certificate Holder's Account 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 a Certificate, 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 Certificate 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 consist 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 Certificate will not be contestable after it has been in
force for a period of two years from the Certificate Issue Date.
MODIFICATION: This Contract and any Certificate issued thereunder may be
modified in order to maintain compliance with applicable state and federal law.
NON-PARTICIPATING: This Contract and any Certificate issued thereunder 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
Certificate Holder.
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 Certificate. No payment and no
amount under any Certificate can be taken or assigned in advance of its payment
date unless the Company receives the Certificate Holder's written consent.
REPORTS: At least once each calendar year, the Company will furnish the
Certificate Holder with a report showing the Certificate Holder's Account Value
and any other information as may be required by law. The Company will also
furnish an annual report of the Separate Account. Reports will be sent to the
last known address of the Certificate Holder.
TAXES: Any taxes paid to any governmental entity relating to any Certificate
will be deducted from the Purchase Payment or Certificate Holder's Account 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 Certificate Holder's Account 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 any Certificate will not be
less than the minimum benefits required by the laws and regulations of the
states in which the Certificate is delivered.
[back page of contract is split in half vertically with a graphic line. To the
right of the page is the following text:]
FOR FURTHER INFORMATION OR
TO DISCUSS A PROBLEM OR COMPLAINT,
PLEASE CALL US AT
1-800-825-7568
[United Companies logo- a capitalized "U" lying flat with the ends of the "U"
pointing toward the right side of the page with a capitalized "C" looped through
the bend in the "U". The ends of the "C" point toward the left of the page. To
the right of the "C is printed the company name.]
UNITED COMPANIES LIFE COMPANY
Baton Rouge, Louisiana
Allocated Fixed and Variable Group Annuity Contract
Non-Participating
EXHIBIT 4(iii)
ALLOCATED FIXED AND VARIABLE GROUP ANNUITY CERTIFICATE
UNITED COMPANIES LIFE INSURANCE COMPANY (the "Company"), Baton Rouge, Louisiana,
agrees to provide benefits to the Certificate Holder, subject to the provisions
set forth in this Certificate and in consideration of Purchase Payments received
from the Certificate Holder.
RIGHT TO EXAMINE CERTIFICATE: Within 10 days of the date of receipt of this
Certificate by the Certificate Holder, it may be returned by delivering or
mailing it to the Company at its Annuity Service Center, P. O. Box 354, Haddam,
Connecticut 06438-0354. When the Certificate is received by the Company, it will
be voided as if it had never been in force. The Company will refund the
Certificate Holder's Account Value computed at the end of the Valuation Period
during which this Certificate is received by the Company at its Annuity Service
Center.
THIS IS A LEGAL CONTRACT BETWEEN THE CERTIFICATE HOLDER AND THE COMPANY
READ YOUR CERTIFICATE CAREFULLY
SECRETARY PRESIDENT
ALLOCATED FIXED AND VARIABLE
GROUP ANNUITY CERTIFICATE
Nonparticipating
WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS CERTIFICATE, WHEN
BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE AND ARE
NOT GUARANTEED AS TO DOLLAR AMOUNT.
TABLE OF CONTENTS
CERTIFICATE SCHEDULE
DEFINITIONS
PURCHASE PAYMENT PROVISIONS
PURCHASE PAYMENTS
ALLOCATION OF PURCHASE PAYMENTS
SEPARATE ACCOUNT PROVISIONS
THE SEPARATE ACCOUNT
VALUATION OF ASSETS
ACCUMULATION UNITS
ACCUMULATION UNIT VALUE
MORTALITY AND EXPENSE RISK CHARGE
ADMINISTRATIVE CHARGE
DISTRIBUTION EXPENSE CHARGE
MVA ACCOUNT
MVA ACCOUNT
INTEREST TO BE CREDITED
GUARANTEE PERIOD
MULTIPLE GUARANTEE PERIODS
CHANGE IN GUARANTEE PERIOD
MARKET VALUE ADJUSTMENT
MVA ACCOUNT VALUES
FIXED ACCOUNT PROVISIONS
FIXED ACCOUNT VALUES
INTEREST TO BE CREDITED
CERTIFICATE HOLDER'S ACCOUNT VALUE
CERTIFICATE MAINTENANCE CHARGE
DEDUCTION FOR CERTIFICATE MAINTENANCE CHARGE
TRANSFERS
TRANSFERS PRIOR TO THE ANNUITY DATE
WITHDRAWAL PROVISIONS
WITHDRAWALS
CONTINGENT DEFERRED SALES CHARGE
PROCEEDS PAYABLE ON DEATH
DEATH OF CERTIFICATE HOLDER DURING THE ACCUMULATION PERIOD
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD
DEATH OF CERTIFICATE HOLDER DURING THE ANNUITY PERIOD
DEATH OF ANNUITANT
PAYMENT OF DEATH BENEFIT
BENEFICIARY
CHANGE OF BENEFICIARY
SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION
CERTIFICATE HOLDER, ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS
CERTIFICATE HOLDER
JOINT CERTIFICATE HOLDER
CONTRACT OWNER
ANNUITANT
ASSIGNMENT OF A CERTIFICATE
ANNUITY PROVISIONS
GENERAL
ANNUITY DATE
SELECTION OF AN ANNUITY OPTION
FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS
ANNUITY OPTIONS
OPTION A. LIFE ANNUITY
OPTION B. LIFE ANNUITY WITH PERIODS CERTAIN
OPTION C. JOINT AND SURVIVOR ANNUITY
FIXED ANNUITY
MORTALITY TABLES
GENERAL PROVISIONS
THE CERTIFICATE
MISSTATEMENT OF AGE
INCONTESTABILITY
MODIFICATION
NON-PARTICIPATING
EVIDENCE OF SURVIVAL
PROOF OF AGE
PROTECTION OF PROCEEDS
REPORTS
TAXES
REGULATORY REQUIREMENTS
CERTIFICATE SCHEDULE
United Companies Life Insurance Company
Variable Annuity Processing Center
P. O. Box 354
Haddam, CT 06438-3054
CERTIFICATE HOLDER: [John Doe] CERTIFICATE DATE: [July 1, 1995]
CERTIFICATE NUMBER: [12345] ANNUITY DATE: [July 1, 2030]
Beneficiary and Annuitant: As named by the Certificate Holder at the Certificate
Issue Date, unless changed according to the Contract provisions.
PURCHASE PAYMENTS:
INITIAL PURCHASE PAYMENT: [$5,000]
MINIMUM SUBSEQUENT PURCHASE PAYMENT: $500 OR $100 for automatic check option.
MAXIMUM TOTAL PURCHASE PAYMENT: $250,000 without prior company approval.
ALLOCATION GUIDELINES:
The Certificate Holder can select up to 10 investment options, including
Sub-Accounts, the Fixed Account and the Guarantee Periods of the MVA Account.
If the Purchase Payments and forms required to issue a Certificate are in good
order, the initial net purchase payment will be credited to the Certificate
Holder's Account within two (2) business days after receipt by the Annuity
Service Center. Additional purchase payments will be credited to the Certificate
Holder's Account as of the valuation period when they are received.
Allocation percentages must be in whole numbers. Each allocation must be at
least 5%. Allocations made pursuant to a Pre-approved Rebalancing Program are
not subject to such limitations.
CERTIFICATE MAINTENANCE CHARGE: None
MORTALITY AND EXPENSE RISK CHARGE: Equal, on an annual basis, to 1.45% 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 Certificate Year. The transfer fee is
deducted from the amount transferred. Transfers made at the end of the Right to
Examine Certificate 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 Certificate
Holder'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 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 Certificate Holder's Fixed
Account Value in any one Certificate 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.
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 account value remaining in the Certificate. 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:
<TABLE>
<CAPTION>
<S> <C>
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+ 0.0%
</TABLE>
FREE WITHDRAWAL: On each Certificate Anniversary, the Free Withdrawal Amount is
equal to the greater of: (a) the earnings in the Certificate Holder's Account or
(b) 10% of Purchase Payments as of the beginning of the current Certificate
Year. On other than Certificate Anniversaries, the Free Withdrawal Amount is
equal to the Free Withdrawal Amount at the beginning of the Certificate Year
less amount withdrawn without deduction of Contingent Deferred Sales Charges
during the current Certificate Year.
MINIMUM PARTIAL WITHDRAWAL: $500. This requirement is waived if the partial
withdrawal is pursuant to a Systematic Withdrawal Option.
MINIMUM CERTIFICATE HOLDER'S ACCOUNT VALUE WHICH MUST REMAIN IN CERTIFICATE
AFTER A PARTIAL WITHDRAWAL: $2,000
MINIMUM CERTIFICATE HOLDER'S ACCOUNT VALUE WHICH MUST REMAIN IN ANY ACCOUNT
AFTER A PARTIAL WITHDRAWAL: $500
WAIVER OF CONTINGENT DEFERRED SALES CHARGE: After the first Certificate Year,
the Contingent Deferred Sales Charge will not apply if: (a) the Certificate
Holder is confined in a skilled nursing facility; (b) a physician certifies that
skilled nursing care is needed; and (c) such confinement continues for 90 days.
A skilled nursing facility is a place which qualifies as a provider of extended
skilled nursing facility services under the Federal Medicare Plan of Title XVIII
of the Social Security Act of 1965, as amended. Certificate of need and proof of
confinement, in writing in a form satisfactory to us, will be required.
ELIGIBLE FUNDS: SUB-ACCOUNTS:
MFS VARIABLE INSURANCE TRUST
MFS Emerging Growth MFS Emerging Growth Sub-Account
MFS Total Return Series MFS Total Return Sub-Account
FEDERATED INSURANCE SERIES
Corporate Bond Fund Federated Corporate Bond Sub-Account
Utility Fund Federated Utility 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 Scudder International Sub-Account
VAN ECK INVESTMENT TRUST
Gold and Natural Resources Fund Van Eck Gold and Natural Resources
Sub-Account
ELIGIBLE FUNDS: As selected by the Certificate Holder in the application unless
changed according to the Contract provisions.
SEPARATE ACCOUNT: United Companies Separate Account One
FIXED ACCOUNT:
INITIAL GUARANTEE PERIOD: 1 Year
INITIAL GUARANTEED INTEREST RATE: 3.5%
MINIMUM GUARANTEED INTEREST RATE: 3.0%
MVA ACCOUNT:
CURRENT MVA ACCOUNT GUARANTEE PERIOD OPTIONS:
3 Years
5 Years
7 Years
INITIAL CURRENT INTEREST RATE: 4.50%
INITIAL GUARANTEE PERIOD: 3 Years
MINIMUM GUARANTEED CREDITED INTEREST RATE: 3.0%
INITIAL CURRENT INTEREST RATE: 5.00%
INITIAL GUARANTEE PERIOD: 5 Years
MINIMUM GUARANTEED CREDITED INTEREST RATE: 3.0%
INITIAL CURRENT INTEREST RATE: 5.10%
INITIAL GUARANTEE PERIOD: 7 Years
MINIMUM GUARANTEED CREDITED INTEREST RATE: 3.0%
MARKET VALUE ADJUSTMENT FACTOR: The Market Value Adjustment Factor is equal to:
n/12
[ ( 1 + i ) / (1 + j + .005 ) ] - 1
where
i = Current interest rate credited to the Certificate Holder's
Account Value allocated to a guarantee period as of the beginning
of the guarantee period.
j = Current Interpolated U.S. Constant Maturity Treasury Rate (CMT)
for the time remaining in the guarantee period plus the
difference between I and the corresponding CMT rate at time of
purchase.
n = Number of full months remaining in the guarantee period.
RIDERS:
[ENHANCED DEATH BENEFIT ENDORSEMENT]
[IRA ENDORSEMENT]
UNISEX ANNUITY RATES ENDORSEMENT
DEFINITIONS
ACCUMULATION PERIOD: The period prior to the Annuity Date during which Purchase
Payments may be made by a Certificate Holder.
ACCUMULATION UNIT: A unit of measure used to determine the value of a
Certificate Holder's interest in a Sub-Account of the Separate Account during
the Accumulation Period.
AGE: The age of any Certificate Holder or Annuitant on his/her last birthday.
ANNUITANT: The natural person on whose life Annuity Payments to a Certificate
Holder 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 Certificate Schedule.
ANNUITY OPTIONS: Options available for Annuity Payments.
ANNUITY PAYMENTS: The series of payments made to the Certificate Holder 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.
ANNUITY SERVICE CENTER: The office indicated on the Certificate Schedule to
which notices, requests, and Purchase Payments must be sent. All sums payable by
the Company are payable only at the Annuity Service Center.
BENEFICIARY: The person(s) or entity(ies) who will receive the death benefit
payable under a Certificate.
CERTIFICATE: The document issued to a Certificate Holder to evidence a
Certificate Holder's Account established under a Group Contract.
CERTIFICATE ANNIVERSARY: The Anniversary of the Certificate Issue Date.
CERTIFICATE ISSUE DATE: The date a Certificate is issued to a Certificate
Holder. The Certificate Issue Date is shown on the Certificate Schedule.
CERTIFICATE HOLDER: A person who has established a Certificate Holder's Account
under this Group Contract.
CERTIFICATE HOLDER'S ACCOUNT: A record established for each Certificate Holder
to maintain values under this Group Contract.
CERTIFICATE HOLDER'S ACCOUNT VALUE: The dollar value as of any Valuation Period
of all amounts accumulated in a Certificate Holder's Account.
CERTIFICATE HOLDER'S ADJUSTED ACCOUNT VALUE: A Certificate Holder's Account
Value less any applicable Premium Tax and Certificate Maintenance Charge. This
amount is applied to the applicable Annuity Tables to determine Annuity
Payments.
CERTIFICATE WITHDRAWAL VALUE: The Certificate Holder's Account Value less any
applicable Premium Tax, less any Contingent Deferred Sales Charge, less any
applicable Certificate Maintenance Charge and plus or minus any Market Value
Adjustment.
CERTIFICATE YEAR: The first Certificate Year is the annual period which begins
on the Certificate Issue Date. Subsequent Certificate Years begin on each
anniversary of the Certificate Issue Date.
COMPANY: United Companies Life Insurance Company.
CONTRACT OWNER: The person or entity to which the Contract is issued.
CURRENT INTEREST RATE: The interest rate credited to a Certificate Holder's
Account Value by the Company for any given Guarantee Period in the MVA Account
or the Fixed Account. The Initial Current Interest Rates for the selected
Guarantee Periods and for the Fixed Account and the MVA Account are shown on the
Certificate Schedule.
EFFECTIVE DATE: The Effective Date of a Guarantee Period with a Current Interest
Rate.
ELIGIBLE FUND: An investment entity shown on the Certificate 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 MVA Account or the Fixed Account. The Initial Guarantee Periods
selected by the Certificate Holder are shown on the Certificate Schedule.
MARKET VALUE ADJUSTMENT: An adjustment to the amount withdrawn or transferred
from a MVA 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.
MVA 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 a Market Value Adjustment.
NET PURCHASE PAYMENT: A Purchase Payment less any applicable Premium Tax.
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 Certificate Schedule.
PREMIUM TAX: Any premium taxes incurred to any governmental entity and assessed
against Purchase Payments or a Certificate Holder's Account value.
PURCHASE PAYMENT: A payment made by a Certificate Holder with respect to this
Certificate.
SEPARATE ACCOUNT: The Company's Separate Account designated on the Certificate
Schedule.
SUB-ACCOUNT: Separate Account assets are divided into Sub-Accounts which are
listed on the Certificate 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 at the Annuity Service Center.
PURCHASE PAYMENT PROVISIONS
PURCHASE PAYMENTS: The initial Purchase Payment for a Certificate Holder is due
on the Certificate Issue Date. Subject to the maximum and minimum shown on the
Certificate Schedule, the Certificate Holder 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 MVA Account Guarantee Period options and/or to
one or more Sub-Accounts of the Separate Account in accordance with the
selections made by the Certificate Holder. The allocation of the initial Net
Purchase Payment for a Certificate Holder is made in accordance with the
selection made by the Certificate Holder at the Issue Date. Unless otherwise
changed by the Certificate Holder, 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
Certificate 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 period.
SEPARATE ACCOUNT PROVISIONS
THE SEPARATE ACCOUNT: The Separate Account is designated on the Certificate
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 Certificate are listed on the Certificate
Schedule. The assets of the Sub-Accounts are allocated to the Eligible Funds(s)
and the Portfolio(s), if any, within an Eligible Fund, shown on the Certificate
Schedule. The Company may, from time to time, add additional Eligible Fund (s)
or Portfolio(s) to those shown on the Certificate Schedule. The Certificate
Holder may be permitted to transfer Certificate Holder's Account 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 Certificate.
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 cancelled. 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 Annuity Service
Center.
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
Portfolio 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 Charge, if any, which are shown on the
Certificate 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 Certificate Schedule. The Mortality
and Expense Risk Charge compensates the Company for assuming the mortality and
expense risks under this Certificate.
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 Certificate Schedule. The Administrative
Charge compensates the Company for the costs associated with the administration
of this Certificate 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 Certificate Schedule. The Distribution
Charge compensates the Company for the costs associated with the distribution of
the Group Contracts and Certificates.
MVA ACCOUNT
MVA ACCOUNT: Net Purchase Payments may be allocated to one or more of the MVA
Account Guarantee Period options which are available at the time the Purchase
Payment is made. The initial MVA Account Guarantee Period options are shown on
the Certificate Schedule. In addition, during the Accumulation Period,
Certificate Holder's Account Values can be transferred from the Separate Account
and/or the Fixed Account to one or more of the MVA Account Guarantee Period
options on the next Certificate Anniversary.
INTEREST TO BE CREDITED: The Initial Current Interest Rate for the Initial
Guarantee Period of the MVA Account is shown on the Certificate Schedule. After
the Initial Guarantee Period, the Current Interest Rate for any subsequent
Guarantee Period of the MVA Account may change. All interest payable under a
Certificate is compounded daily at the stated effective annual interest rate. In
no event will the Current Interest Rate be less than the Minimum Guarantee
Interest Rate, prior to the application of the Market Value Adjustment,
specified on the Certificate Schedule.
GUARANTEE PERIOD: The Initial Current Guarantee Period is shown on the
Certificate Schedule. During the thirty (30) days prior to the end of a current
Guarantee Period, the Certificate Holder 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 Market Value Adjustment.
If the Certificate Holder 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 a Certificate Holder. 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 (1)
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 1-year Guarantee Period as of the renewal rate.
MULTIPLE GUARANTEE PERIODS: The Certificate Holder 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 Market
Value Adjustment. The Company reserves the right to credit different Current
Interest Rates to the Certificate Holder's Account 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 Certificate Holder may, upon Written Request,
change to any Guarantee Period then being offered by the Company with respect to
contracts and certificates of this type and class. The Market Value Adjustment
will apply to a change made at any time other than at the end of a Guarantee
Period. The Market Value 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.
MARKET VALUE 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 a Market Value Adjustment. The Market Value Adjustment will be
calculated by multiplying the amount withdrawn, transferred or annuitized by the
formula shown on the Certificate Schedule.
There will be no Market Value Adjustment on withdrawals from the MVA Account in
the following situations: (1) Death Benefit paid under the Certificate; (2)
amounts withdrawn to pay fees or charges; and (3) amounts withdrawn or
transferred from the MVA Account at the end of the Guarantee Period.
MVA ACCOUNT VALUES: The MVA Account value of a Certificate Holder's Account at
any time is equal to:
1. the Net Purchase Payments allocated to the MVA Account: plus
2. the Certificate Holder's Account Value transferred to the MVA
Account: plus
3. interest credited to the Certificate Holder's interest in the MVA
Account; less
4. any prior withdrawals of a Certificate Holder's Account Value in
the MVA Account and any Contingent Deferred Sales Charge; less
5. any Certificate Holder's Account Value transferred from the MVA
Account; less
6. Certificate Maintenance Charges or Transfer Fees.
Any subsequent Purchase Payments and transfers to the MVA 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 Certificate Holder's Account
at any time is equal to:
1. the Net Purchase Payments allocated to the Fixed Account; plus
2. the Certificate Holder's Account Value transferred to the Fixed
Account; plus
3. interest credited to the Certificate Holder's Account in the
Fixed Account; less
4. any prior withdrawals of a Certificate Holder's Account in the
Fixed Account and any Contingent Deferred Sales Charge; less
5. any Certificate Holder's Account Value transferred from the Fixed
Account; less
6. Certificate 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 Certificate 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 Certificate Schedule.
CERTIFICATE HOLDER'S ACCOUNT VALUE
The Certificate Holder's Account Value for any Valuation Period is the sum of
the Certificate Holder's Account Value in each of the Sub-Accounts of the
Separate Account, the Certificate Holder's Account Value in the MVA Account and
the Certificate Holder's Account Value in the Fixed Account.
The Certificate Holder's Account Value in a Sub-Account of the Separate Account
is determined by multiplying the number of Accumulation Units allocated to the
Certificate Holder's Account 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 MVA Account, as
applicable.
CERTIFICATE MAINTENANCE CHARGE
DEDUCTION FOR CERTIFICATE MAINTENANCE CHARGE: During the Accumulation Period, on
each Certificate Anniversary, the Company deducts a Certificate Maintenance
Charge from the Certificate Holder's Account Value by reducing the Certificate
Holder's Account Values in the Fixed Account and/or the MVA Account and by
cancelling Accumulation Units from each applicable Sub-Account to reimburse it
for expenses relating to maintenance of the Certificate. The Certificate
Maintenance Charge will be deducted from the Fixed Account and/or the MVA
Account and the Sub-Accounts in the Separate Account in the same proportion that
the amount of Certificate Holder's Account Value in the Fixed Account and/or the
MVA Account and each Sub-Account bears to the total Certificate Holder's Account
Value. The Certificate Maintenance Charge is shown on the Certificate Schedule.
During the Accumulation Period the Certificate Maintenance Charge will be
deducted from the Certificate Holder's Account Value on each Certificate
Anniversary while the Certificate is in force. If a total withdrawal is made on
other than a Certificate Anniversary, the Certificate 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
Certificate Schedule, the Certificate Holder may, after the expiration of any
Right to Examine Period, transfer all or part of the Certificate Holder's
Account Value in the Fixed Account, the MVA 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 shown on the Certificate Schedule for the
Certificate Year. All transfers are subject to the following:
1. If more than the number of free transfers, shown on the
Certificate Schedule, have been made in a Certificate Year, the
Company will deduct a Transfer Fee, shown on the Certificate
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 Certificate Schedule. The minimum amount which must
remain in a Sub-Account is shown on the Certificate Schedule. The
maximum amount which can be transferred from the Fixed Account to
the Separate Account or the MVA Account is shown on the
Certificate 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 Certificate Holder elects to use this transfer privilege, the Company
will not be liable for transfers made in accordance with the Certificate
Holder'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 Annuity Service Center.
WITHDRAWAL PROVISIONS
WITHDRAWALS: During the Accumulation Period, the Certificate Holder may, upon
Written Request, make a total or partial withdrawal of the Certificate
Withdrawal Value.
Unless the Certificate Holder 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 Certificate Holder's interest in
the Sub-Account bears to the total Certificate Holder's Account Value in all
Sub-Accounts. The Certificate Holder must specify by Written Request in advance
which Sub-Account Accumulation Units are to be cancelled if other than the above
method is desired.
A partial withdrawal from the Fixed Account or the MVA Account is made for a
Certificate with Multiple Guarantee Periods by a withdrawal first from the
1-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 Certificate Withdrawal Value for which the
Free Withdrawal Provision applies and then from the Withdrawal Value for which
there is no waiver. A withdrawal from the MVA Account may be subject to a Market
Value 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 Certificate Schedule. The minimum Certificate Holder's Account
Value which must remain in a Sub-Account after a partial withdrawal is shown on
the Certificate Schedule.
CONTINGENT DEFERRED SALES CHARGE: Upon a withdrawal of a Certificate Holder's
Withdrawal Value, a Contingent Deferred Sales Charge as set forth on the
Certificate Schedule may be assessed. The Contingent Deferred Sales Charge may
be waived as set forth on the Certificate Schedule under "Free Withdrawal".
PROCEEDS PAYABLE ON DEATH
DEATH OF CERTIFICATE HOLDER DURING THE ACCUMULATION PERIOD: Upon the death of
the Certificate Holder or Joint Certificate Holder, prior to the Annuity Date,
the death benefit will be paid to the Beneficiary(ies) designated by the
Certificate Holder. Upon the death of a Joint Certificate Holder, the surviving
Joint Certificate Holder, 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 Certificate
Holder, he or she may elect to continue the Certificate at the then current
Certificate Holder's Account Value in his or her own name and exercise all the
Certificate Holder's rights under the Certificate.
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 Certificate Holder's Account
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 Certificate Holder 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 any Certificate Holder; 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 (1) year of the date of death of the Certificate Holder or
any Joint Certificate Holder.
Any portion of the death benefit not applied under Option 3 within one (1) year
of the date of the Certificate Holder's death must be distributed within five
(5) years of the date of death.
A spousal Beneficiary may elect to continue the Certificate in his or her own
name at the then current Certificate Holder's Account Value, elect a lump sum
payment of the death benefit, or apply the death benefit to an 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 CERTIFICATE HOLDER DURING THE ANNUITY PERIOD: If the
Certificate Holder or a Joint Certificate Holder, 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 Certificate
Holder's death.
Upon the death of the Certificate Holder during the Annuity Period, the
Beneficiary becomes the Certificate Holder.
DEATH OF ANNUITANT: Upon the death of an Annuitant, who is not the Certificate
Holder, during the Accumulation Period, the Certificate Holder 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
Certificate Holder will become the Annuitant. If the Certificate Holder is a
non-natural person, the death of the Annuitant will be treated as the death of
the Certificate Holder 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; or
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 Certificate Issue Date
will remain in effect until changed. The Beneficiary is entitled to receive the
benefits to be paid at the death of the Certificate Holder.
Unless the Certificate Holder 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 Certificate
Holder's and/or the Annuitant's death, as applicable; or if there
are none
2. to the Contingent Beneficiary(ies) who survive the Certificate
Holder's and/or the Annuitant's death, as applicable; or if there
are none
3. to the estate of the Certificate Holder.
CHANGE OF BENEFICIARY: Subject to the rights of any Irrevocable
Beneficiary(ies), the Certificate Holder 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 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
Certificate Holders;
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 MVA Account for a period of up to six (6) months.
CERTIFICATE HOLDER, ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS
CERTIFICATE HOLDER: The Certificate Holder has all interest and right to amounts
held in his or her Certificate Holder's Account. The Certificate Holder is the
person designated as such on the Certificate Issue Date, unless changed.
The Certificate Holder may change holders of the Certificate at any time prior
to the Annuity Date by Written Request. A change of Certificate Holder will
automatically revoke any prior designation of Certificate Holder. The change
will become effective as of the date the Written Request is signed. A new
designation of Certificate Holder will not apply to any payment made or action
taken by the Company prior to the time it was received by the Company.
JOINT CERTIFICATE HOLDER: A Certificate may be owned by Joint Certificate
Holders. If Joint Certificate Holders are named, any Joint Certificate Holder
must be the spouse of the other Certificate Holder. Upon the death of either
Certificate Holder, 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.
CONTRACT OWNER: The Contract Owner has title to the Group Contract. The
Certificate and any amount accumulated thereunder are not subject to the claims
of the Contract Owner nor any of its creditors. The Contract Owner may transfer
ownership of the Group Contract. Any transfer of ownership terminates the
interest of any existing Contract Owner. It does not change the rights of any
Certificate Holder.
ANNUITANT: The Annuitant is the person on whose life Annuity Payments are based.
The Annuitant is the person designated by the Certificate Holder at the
Certificate Issue Date, unless changed prior to the Annuity Date. The Annuitant
may not be changed after the Annuity Date nor in a Certificate 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 CERTIFICATE: A Written Request specifying the terms of an
assignment of a Certificate 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 Certificate 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 Certificate is assigned, the Certificate Holder's rights may only be
exercised with the consent of the assignee of record.
ANNUITY PROVISIONS
GENERAL: On the Annuity Date, the Certificate Holder's Adjusted Account Value
will be applied under the Annuity Option selected by the Certificate Holder.
Annuity Payments will be made on a fixed basis only.
ANNUITY DATE: The Annuity Date is selected by the Certificate Holder at the
Certificate Issue Date. The Annuity Date must be at least three (3) years after
the Certificate Issue Date. The Annuity Date may not be later than when the
Annuitant reaches the attained age 85 or 10 years after the Certificate Issue
Date for issue ages after age 75.
Prior to the Annuity Date, the Certificate Holder 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 Certificate Holder. If no Annuity Option is selected, Option B
with 120-month guarantee will automatically be applied. Prior to the Annuity
Date, the Certificate Holder 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 Certificate Holder's Adjusted Account Value is applied to the
Annuity Table for the Annuity Options selected. If the Certificate Holder's
Adjusted Account 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 Certificate Holder's Adjusted Account Value is allocated to
the General Account and the Annuity is paid as a Fixed Annuity. Unless the
Certificate Holder specifies otherwise, the payee of the Annuity Payments shall
be the Certificate Holder.
The Certificate Holder's Adjusted Account Value will be applied to the
applicable Annuity Table contained in the Certificate based upon the Annuity
Option selected by the Certificate Holder. The amount of the first payment for
each $1,000 of Certificate Holder's Adjusted Account Value is shown in the
Annuity Tables. If, as of the Annuity Date, the current Annuity Option rates
applicable to this class of Certificates provide an initial Annuity Payment
greater than that guaranteed under the same Annuity Option under this
Certificate, 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 Certificate which are based on the minimum guaranteed interest rate of
3% per year.
MORTALITY TABLES: The Annuity Tables contained in the Certificate 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 CERTIFICATE: The entire Certificate consist of this Certificate, the
Application, if any, and any riders or endorsements attached to this
Certificate.
This Certificate 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 Certificate will not be contestable after it has been in
force for a period of two years from the Certificate Issue Date.
MODIFICATION: This Certificate may be modified in order to maintain compliance
with applicable state and federal law.
NON-PARTICIPATING: This Certificate and any certificate issued thereunder 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
Certificate Holder.
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 certificate. No payment and no
amount under any certificate can be taken or assigned in advance of its payment
date unless the Company receives the Certificate Holder's written consent.
REPORTS: At least once each calendar year, the Company will furnish the
Certificate Holder with a report showing the Certificate Holder's Account Value
and any other information as may be required by law. The Company will also
furnish an annual report of the Separate Account. Reports will be sent to the
last known address of the Certificate Holder.
TAXES: Any taxes paid to any governmental entity relating to any Certificate
will be deducted from the Purchase Payment or Certificate Holder's Account 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 Certificate Holder's Account 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 Certificate will not be
less than the minimum benefits required by the laws and regulations of the
states in which the Certificate is delivered.
[back page of contract is split in half vertically with a graphic line. To the
right of the page is the following text:]
FOR FURTHER INFORMATION OR
TO DISCUSS A PROBLEM OR COMPLAINT,
PLEASE CALL US AT
1-800-825-7568
[United Companies logo- a capitalized "U" lying flat with the ends of the "U"
pointing toward the right side of the page with a capitalized "C" looped through
the bend in the "U". The ends of the "C" point toward the left of the page. To
the right of the "C is printed the company name.]
UNITED COMPANIES LIFE COMPANY
Baton Rouge, Louisiana
Flexible Premium Deferred Annuity Contract
Monthly Annuity Income Payable on Maturity Date
Non-Participating
EXHIBIT 4(iv)
DEATH BENEFIT ENDORSEMENT
[United Companies logo- a capitalized "U" lying flat with the ends of the "U"
pointing toward the right side of the page with a capitalized "C" looped through
the bend in the "U". The ends of the "C" point toward the left of the page. To
the right of the "C is printed the company name.] UNITED COMPANIES LIFE
INSURANCE COMPANY
This Endorsement modifies the Certificate to which it is attached. The
effective date of the Endorsement is the Certificate Issue Date shown on the
Certificate Schedule. In case of conflict with any provision in the Certificate,
the provisions of this Endorsement will control. The following hereby amends and
supersedes the section of the Certificate captioned "Proceeds Payable on Death -
Death Benefit Amount During the Accumulation Period".
PROCEEDS PAYABLE ON DEATH
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD: The death benefit will be
the Certificate Holder's Account Value in the Fixed Account and in the MVA
Account plus the greater of (a), (b) or (c) where:
(a) is the Certificate Holder's Account Value in the Separate
Account as of the end of the Valuation Period during which the
Company receives at the Annuity Service Center both due proof
of death and an election of the payment.
(b) is the Purchase Payments allocated to the Separate Account
less any withdrawals and transfers from the Separate Account
and any related Contingent Deferred Sales Charge and Transfer
Fees, accumulated at 4% per annum up to the first Certificate
Anniversary after the Certificate Holder attains age 75.
(c) is the highest Reset Value up to the date of death. The Reset
Value is equal to the Certificate Holder's Account Value in
the Separate Account on each Certificate Anniversary prior to
the Certificate Holder attaining age 80 plus Purchase Payments
made after such Certificate Anniversary and allocated to the
Separate Account less any withdrawals and transfers from the
Separate Account and any related Contingent Deferred Sales
Charges and Transfer Fees.
/s/ SHERRY E. ANDERSON /s/ ROBERT B. THOMAS, JR.
Secretary President
EXHIBIT 5
APPLICATION FORM
[United Companies logo- a capitalized "U" lying flat with the ends of the "U"
pointing toward the right side of the page with a capitalized "C" looped through
the bend in the "U". The ends of the "C" point toward the left of the page. To
the right of the "C is printed the company name.] UNITED COMPANIES LIFE
INSURANCE COMPANY
Make checks payable to: United Companies Life Insurance Company
Mail check with application to: United Companies Life Insurance Company
P. O. Box 30472
Hartford, CT 06115
FIXED AND VARIABLE GROUP ANNUITY CERTIFICATE APPLICATION
<TABLE>
<CAPTION>
<S> <C> <C> <C>
__________________________________________________________ __________________________________
First Name Middle Last Social Security #
ANNUITANT 1 ___________________________________________________________ ________________/______/__________
Address Date of Birth Month Day Year
___________________________________________________________ ___Male ___Female ___Trustee
City State Zip
___ U.S. ___Resident Alien ___Other
___________________________________________________________ Citizen of U.S. ________
Phone #
__________________________________________________________ __________________________________
First Name Middle Last Social Security #
CERTIFICATE HOLDER 2 ___________________________________________________________ ________________/______/__________
(If other than Annuitant) Address Date of Birth Month Day Year
___________________________________________________________ ___Male ___Female ___Trustee
City State Zip
___ U.S. ___Resident Alien ___Other
___________________________________________________________ Citizen of U.S. ________
Phone #
___________________________________________________________
Relationship to Certificate Holder
__________________________________________________________ __________________________________
First Name Middle Last Social Security #
JOINT CERTIFICATE 3 ___________________________________________________________ ________________/______/__________
HOLDER Address Date of Birth Month Day Year
(Optional-Spouse only)
Not applicable in ___________________________________________________________ ___Male ___Female ___Trustee
Pennsylvannia City State Zip
Signature required on ___ U.S. ___Resident Alien ___Other
reverse ___________________________________________________________ Citizen of U.S. ________
Phone #
___________________________________________________________
Relationship to Certificate Holder
First Name Middle Last Social Security #
BENEFICIARY(IES) 4 ___________________________________________________________ ________________/______/__________
(Person(s) you want to Address Date of Birth Month Day Year
receive benefits if
Owner and Joint Owner, ___________________________________________________________ ___Male ___Female ___Trustee
if any, are both City State Zip
deceased) ___ U.S. __Resident Alien ___Other
___________________________________________________________ Citizen of U.S. ________
Phone #
First Name Middle Last Social Security #
CONTINGENT 5 ___________________________________________________________ ________________/______/__________
BENEFICIARY(IES) Address Date of Birth Month Day Year
(Optional)
___________________________________________________________ ___Male ___Female ___Trustee
City State Zip
___ U.S. ___Resident Alien ___Other
___________________________________________________________ Citizen of U.S. ________
Phone #
TYPE OF PLAN 6 __________ Non-Qualified Plan__________________________
Product being purchased __________ 1035 Exchange. List Company Name_____________
Describe Qualified Type __________ Qualified
__________ IRA $__________ Tax Year 19__ _______SEP/IRA
__________ Transfer _____ Rollover ___ Other ___________
REPLACEMENT 7 Will this annuity replace or change any existing life
insurance or annuity in this or any other company?
__ YES __ NO If yes, list insurance company _____________
COMMENCEMENT 8 Annuity Start Date:_________________________________________
OF ANNUITY The Annuitant will begin receiving annuity payments on the
PAYMENTS first day of the month on or after the Annuitant's 85th
birthday, or an earlier date if specified below.
Note: Qualified money may be subject to earlier distribution
rules. You may amend this election in the future.
INITIAL
PURCHASE 9 $___________________(Minimum $2,000 IRA/$5,000 Non-qualified)
PAYMENTS
ADDITIONAL 10 $___________________ per ____________________(specify period)
PURCHASE
PAYMENTS Frequency of Payment:
Billing Information ___ Annually ___ Semi-annually ___ Quarter ___ Monthly(PAC)
TELEPHONE I/We authorize United Companies Life Insurance Company to
INSTRUCTIONS 11 honor my telephone instructions in order to make transfers
(Optional-Sign only among the Contract's subaccounts, MVA accounts, and fixed
if requesting this account options. I/We hereby acknowledge that all telephone
option) Instructions given pursuant to this Authorization are
subject to the conditions set forth in the prospectus and
that UCLIC will not be liable for any loss, liability, cost,
or expense for acting in accordance with such instructions
believed by them to be genuine. UCLIC will employ reasonable
procedures to confirm that instructions communicated by
telephone are genuine and that if it does not it may be
liable for any losses due to any unauthorized or
fraudulent instructions.
____________________ ______________________________
Certificate Holder's Joint Certificate Holder's
Signature Signature
ALLOCATION 12 You may allocate your Initial Purchase Payment selecting
up to ten of the investment options. Please indicate each
allocation below as a percentage of your Initial Purchase
Payment; note that the minimum balance per subaccount must
be at least $500. Please use whole percentages, with a
minimum of 5% in any investment option and be sure that
your allocations total 100%.
</TABLE>
<TABLE>
<CAPTION>
VARIABLE SUBACCOUNTS
____________________
<S> <C> <C> <C>
MVA FIXED
ACCOUNTS ACCOUNTS
________ ________
Column 1 Column 2 Column 3 Column 4
________ ________ ________ ________
______ % Dreyfus Stock Index Fund _____ % Scudder Money Market ____ % 3 Year ____ % 1 Year
______ % Dreyfus Growth/Income Fund _____ % Scudder International Fund ____ % 5 Year
______ % Federated Utility Fund _____ % Van Eck Gold/Natural Resources ____ % 7 Year
______ % Federated Corporate Bond Fund _____ % Other
______ % MFS Emerging Growth
______ % MFS Total Return Fund
_____ % Total (Include columns 1,2,3, and 4)
<FN>
Future purchases may be allocated as shown above; or, you may select a
different allocation at the time of your purchase, if you prefer. I
understand that my Purchase Payment will be allocated to the Money Market
Subaccount as described in the prospectus until the end of the Right to
Examine Period, at which time it will be allocated as shown above.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
DOLLAR 13 (Complete only if requesting Dollar Cost Averaging)
COST I authorize the transfer of $_____ (minimum of $50)
AVERAGING at specific intervals over at least a one-year
(Optional-For variable period from the __ Money Market or __ Fixed
sub-accounts only) Account (minimum 25% of Fixed Account) to:
</TABLE>
<TABLE>
<CAPTION>
VARIABLE SUBACCOUNTS
<S> <C>
Column 1 Column 2
________ ________
_____ % Dreyfus Stock Index Fund _____ % Scudder Money Market
_____ % Dreyfus Growth/Income Fund _____ % Scudder International Fund
_____ % Federated Utility Fund _____ % Van Eck Gold/Natural Resources
_____ % Federated Corporate Bond Fund _____ % Other
_____ % MFS Emerging Growth
_____ % MFS Total Return Fund
_____ % Total (Include columns 1 and 2)
<FN>
___ Please make my first transaction _____/ ______ / (mm/dd/yy) and ____
monthly _____ quarterly _____ semi-annually thereafter.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
REBALANCING OPTION 14 Rebalance my investments
(For automatic
rebalancing Rebalance ___ Quarterly ___ Semi-Annually ___ Annually to percentage allocation as
of the Contract Value in selected indicated below.
each subaccount at Use whole percentages only. Total must equal.
selected intervals 100%
to maintain the percentage per
sub-account as selected by the
Certificate-holder.)
</TABLE>
<TABLE>
<CAPTION>
VARIABLE SUBACCOUNTS
____________________
<S> <C>
Column 1 Column 2
________ ________
_____ % Dreyfus Stock Index Fund _____ % Scudder Money Market
_____ % Dreyfus Growth/Income Fund _____ % Scudder International Fund
_____ % Federated Utility Fund _____ % Van Eck Gold/Natural Resources
_____ % Federated Corporate Bond Fund _____ % Other
_____ % MFS Emerging Growth
_____ % MFS Total Return Fund
_____ % Total (Include columns 1 and 2)
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(Note: Must be completed with each application Estimated Annual $ _____ Declined
unless you provide suitability information to Income (all sources)
your broker/dealer on a different form.)
Estimated Net Worth $ _____ Declined
(Exclusive of family residence)
SUITABILITY 15 ______________________________________________________
Employer Estimated Tax Bracket _____% Declined
_______________________________________________________ Investment Objective:
Business Address _____ Safety of Principal
_______________________________________________________ _____ Income (cash generating)
City State Zip _____ Growth (long term capital appreciation)
_______________________________________________________ _____ Diversification
Occupation Age(optional) _____ Other (please specify) __________
Are you associated with or employed by an NASD member _____ Yes _____ No
AGREEMENT 16 It is agreed that: (a) all statements and answers
given above are true and complete to the best of my
knowledge; (b) this application shall become part
of the annuity contract issued by the Company; and
(c) my acceptance of the contract applied for will
constitute approval by me of any corrections or
additions made in item 21. However, I must agree in
writing to any changes in: amounts; ages; plan of
annuity; and benefits. I understand that annuity
payments and surrender values, when based upon
the investment experience of a separate account , are
variable and are not guaranteed as to dollar amount.
Receipt of a current variable annuity prospectus is
hereby acknowledged.
CERTIFICATION 17 _______________________________________________________
Certificate Holder Social Security # or Tax ID#
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct
taxpayer identification number, and
2. I am not subject to backup withholding because:
(a) I am exempt from backup withholding, or (b) I
have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup
withholdings as a result of failure to report all
interest or dividends, (c) the IRS has notified
me that I am no longer subject to backup
withholding.
Certification Instructions:
You must cross out item (2) above if: (a) you have
been notified by the IRS that you are currently
subject to backup withholding because of under
reporting interest or dividends on your tax return;
and (b) you have not received notice from the IRS
advising that backup withholding has been terminated.
Any person who, with intent to defraud or knowing
that he is facilitating a fraud against an insurer,
submits an application or files a claim containing a
false or deceptive statement is guilty of insurance
fraud.
(Not applicable in the states of Maryland, Nebraska,
Pennsylvania or Oregon.)
SIGNED AT 18 _____________________________________________________
City State (REQUIRED) Date
_____________________________________________________
Signature of Annuitant (REQUIRED)
_____________________________________________________
Signature of Certificate Holder (If other than
Annuitant) (Any representative capacity, such as
trustee, must include the full legal description.)
_____________________________________________________
Signature of Joint Certificate Holder (If named in #3)
AGENT'S
CERTIFICATION 19 By signing below, the Registered Rep/Agent certifies
that:
(a) The questions contained in this application were
asked of the Certificate Holder and the answers
duly recorded; that this application is complete
and true to the best of my knowledge and belief;
and
(b) I am NASD registered and state licensed for
variable annuity contracts where this application
is written and delivered; and
(c) To the best of my knowledge and belief, this
application _____does _____does not involve
replacement of existing life insurance or
annuities. If replacement in involved, attach a
copy of each disclosure statement and a list of
companies involved.
(d) I received $_____________________________________
as the purchase payment.
AGENT'S
SIGNATURE 20
_____________________________________________________ ___________________________________________
Representative's name (please print) Name of Broker/Dealer
_____________________________________________________ ___________________________________________
Representative's number Branch Office Address
_____________________________________________________ ___________________________________________
In Florida, also present a FL License ID# Representative's Phone #
_____________________________________________________ ___________________________________________
Representative's signature Authorized Signature of Broker/Dealer
HOME OFFICE
USE ONLY 21 [empty blank space]
</TABLE>
[United Companies logo centered on page -Capitalized "U" intertwined with
Capitalized "C". The company name is printed to the right of the UC logo] UNITED
COMPANIES LIFE INSURANCE COMPANY
EXHIBIT 6(i)
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 of Article V 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
1982 DEC -7-PM 1:30
/S/ Mindy Crawford
- ------------------
CERTIFICATE
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
P. O. Box 44214
Capitol Station
May 31, 1978
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:
LLOYDF. 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 fixed at the sum
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.
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
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 centered on the bottom of previous 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
- ------------------- -------------------
illegible signature illegible signature
- ------------------- -------------------
illegible signature illegible signature
- ------------------- -------------------
illegible signature illegible signature
- ------------------- -------------------
illegible signature illegible signature
- ------------------- -------------------
illegible signature illegible signature
- ------------------- -------------------
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 centered on bottom of previous 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
- -------------------------
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 in the centered on bottom of page]
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
Ihereby 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
- -----------------
A. K. McGrew
[recordation stamp placed in the middle of the 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
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.
/s/ A. K. McGREW
- -----------------------
A. K. McGrew, Secretary
[recordation stamp ]
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
March 17, 1969
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 clearly 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.
Givenunder 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
rj
[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.
Givenunder 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 .
/s/ Lloyd F. Collette
- ----------------------------
Lloyd F. Collette, Secretary
[ recordation stamp placed to the left of the secretary's signature]
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 to each 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 centered at 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
EXHIBIT 6(ii)
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 and
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 or 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 purpose of determining shareholders entitled to notice of or
vote at any meeting of the shareholders or any adjournment of a meeting of the
shareholder 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 notice of or to vote at a
meeting of shareholders, or 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 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 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 attorneys' 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 indemnified 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
- --------------------- -------------------------------
Chairman
/s/ Harris J. Chustz /s/ J. P. Griffon, M.D.
- --------------------- -------------------------------
/s/ Terrell Brown /s/ A. K. McGrew
- --------------------- -------------------------------
Secretary
Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866
April 29, 1997
Board of Directors
United Life & Annuity
Insurance Company
III United Plaza
8545 United Plaza Boulevard
Baton Rouge, LA 70809
RE: Opinion of Counsel - United Companies Separate Account One
Gentlemen:
You have requested our Opinion of Counsel in connection with the filing with
the Securities and Exchange Commission of a Post-Effective Amendment to a
Registration Statement on Form N-4 for the Individual and Group Fixed and
Variable Deferred Annuity Contracts and Certificates (collectively,
the "Contracts") to be issued by United Life & Annuity Insurance Company
and its separate account, United Companies Separate Account One.
We have made such examination of the law and have examined such records and
documents as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.
We are of the following opinions:
1. United Companies Separate Account One is a Unit Investment Trust as
that term is defined in Section 4(2) of the Investment Company Act of 1940
(the "Act"), and is currently registered with the Securities and Exchange
Commission, pursuant to Section 8(a) of the Act.
2. Upon the acceptance of purchase payments made by an Owner or
Certificate Holder pursuant to a Contract issued in accordance with the
Prospectus contained in the Registration Statement and upon compliance with
applicable law, such an Owner or Certificate Holder will have a
legally-issued, fully paid, non-assessable contractual interest under such
Contract.
You may use this opinion letter, or a copy thereof, as an exhibit to the
Registration Statement.
We consent to the reference to our Firm under the caption "Legal Opinions"
contained in the Statement of Additional Information which forms a part of
the Registration Statement.
Sincerely,
BLAZZARD, GRODD & HASENAUER, P.C.
By: /S/ LYNN KORMAN STONE
_____________________________________
Lynn Korman Stone
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
United Companies Life Insurance Company:
We consent to the use of our reports on 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 on the financial statements of United Companies
Separate Account One as of December 31, 1996 and for the year then ended
included herein.
/S/ KPMG PEAT MARWICK LLP
April 24, 1997
[Deloitte & Touche LLP letterhead]
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 2 to Registration
Statement No. 33-95778 of United Companies Separate Account One on Form N-4
of our report dated February 29, 1996 relating to the financial statements of
United Companies Life Insurance Company as of December 31, 1995 and for the
two years then ended.
/s/ Deloitte & Touche LLP
Baton Rouge, Louisiana
April 24, 1997
UNITED LIFE & ANNUITY INSURANCE COMPANY
AVERAGE ANNUAL TOTAL RETURN
CALCULATION METHOD
The average annual compounded rate of return (denoted by T below) is
the rate that would equate the initial amount invested to the ending redeemable
value according to the formula:
P(1=T)^n=ERV
Where:
P = a hypothetical initial payment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1000 payment
made at the beginning of the 1, 5, or 10 year periods at the
end of the 1, 5, or 10 year periods (or fractional portion
thereof) ^ is the symbol for exponentiation
UNITED LIFE & ANNUITY INSURANCE COMPANY
SPECTRASELECT VARIABLE ANNUITY
SEC AVERAGE ANNUAL TOTAL RETURN
P(1+T)^N=ERV
VALUATION DATE 12/31/96
<TABLE>
<CAPTION>
ONE YEAR
<S> <C> <C> <C> <C> <C>
Purchase Years Total Value of Avg. Annual Total
Fund Amount Invested Units Held Total Return Return
- ---- ------ -------- ---------- ------------ ------
MFS Emerging Growth 1,000 1.00 1,093 9.27% 9.27%
Scudder International 1,000 1.00 1,061 6.11% 6.11%
Van Eck Gold & Natural 1,000 1.00 1,075 7.52% 7.52%
Alger American Growth 1,000 1.00 1,054 5.41% 5.41%
Dreyfus Growth & Income 1,000 1.00 1,125 12.45% 12.45%
Dreyfus Stock Index 1,000 1.00 1,136 13.62% 13.62%
MFS Total Return 1,000 1.00 1,063 6.29% 6.29%
Federated High Income Bd 1,000 1.00 1,064 6.39% 6.39%
Federated Utility 1,000 1.00 1,028 2.81% 2.81%
Federated U S Government 1,000 1.00 966 -3.45% -3.45%
</TABLE>
<TABLE>
<CAPTION>
FIVE YEAR
<S> <C> <C> <C> <C> <C>
Purchase Years Total Value of Avg. Annual Total
Fund Amount Invested Units Held Total Return Return
- ---- ------ -------- ---------- ------------ ------
MFS Emerging Growth 1,000 1.44 1,265 17.77% 26.52%
Scudder International 1,000 5.00 1,456 7.80% 45.61%
Van Eck Gold & Natural 1,000 5.00 1,742 11.74% 74.22%
Alger American Growth 1,000 5.00 1,746 11.79% 74.57%
Dreyfus Growth & Income 1,000 2.67 1,728 22.78% 72.84%
Dreyfus Stock Index 1,000 5.00 1,281 5.08% 28.12%
MFS Total Return 1,000 1.99 1,346 16.10% 34.62%
Federated High Income Bd 1,000 2.84 1,032 1.10% 3.15%
Federated Utility 1,000 2.89 1,126 4.19% 12.59%
Federated U S Government 1,000 2.76 982 -0.65% -1.77%
</TABLE>
<TABLE>
<CAPTION>
10 YEAR
<S> <C> <C> <C> <C> <C>
Purchase Years Total Value of Avg. Annual Total
Fund Amount Invested Units Held Total Return Return
MFS Emerging Growth 1,000 1.44 1,265 17.77% 26.52%
Scudder International 1,000 9.67 1,934 7.06% 93.36%
Van Eck Gold & Natural 1,000 7.33 1,499 5.68% 49.91%
Alger American Growth 1,000 7.98 3,043 14.97% 204.26%
Dreyfus Growth & Income 1,000 2.67 1,728 22.78% 72.84%
Dreyfus Stock Index 1,000 7.25 1,507 5.82% 50.72%
MFS Total Return 1,000 1.99 1,346 16.10% 34.62%
Federated High Income Bd 1,000 2.84 1,032 1.10% 3.15%
Federated Utility 1,000 2.89 1,126 4.19% 12.59%
Federated U S Government 1,000 2.76 982 -0.65% -1.77%
</TABLE>
<TABLE>
<CAPTION>
UNITED LIFE & INSURANCE COMPANY
SpectraSelect Variable Annuity
ONE YEAR EXAMPLES
Unit Units per Total Total
Date Transaction Rate Amount Value Transaction Units Held Value
- ---- ----------- ---- ------ ----- ----------- ---------- -----
MFS EMERGING GROWTH
<S> <C> <C> <C> <C> <C> <C> <C>
12/31/95 Purchase 1,000.00 10.184866 98.185 98.185 1,000.00
12/31/96 Value before SC 11.740470 98.185 1,152.74
12/31/96 Surrender Chrg 6.00% (60.00) 11.740470 (5.111) 93.074 1,092.74
12/31/96 End Redeemable Val 11.740470 0.000 93.074 1,092.74
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 9.27%
<TABLE>
<CAPTION>
SCUDDER INTERNATIONAL
<S> <C> <C> <C> <C> <C> <C>
12/31/95 Purchase 1,000.00 10.190027 98.135 98.135 1,000.00
12/31/96 Value before SC 11.424315 98.135 1,121.13
12/31/96 Surrender Chrg 6.00% (60.00) 11.424315 (5.252) 92.883 1,061.13
12/31/96 End Redeemable Val 11.424315 0.000 92.883 1,061.13
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 6.11%
<TABLE>
<CAPTION>
VAN ECK WORLDWIDE HARD ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
12/31/95 Purchase 1,000.00 10.378485 96.353 96.353 1,000.00
12/31/96 Value before SC 11.781647 96.353 1,135.20
12/31/96 Surrender Chrg 6.00% (60.00) 11.781647 (5.093) 91.261 1,075.20
12/31/96 End Redeemable Val 11.781647 0.000 91.261 1,075.20
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 7.52%
<TABLE>
<CAPTION>
ALGER
<S> <C> <C> <C> <C> <C> <C> <C>
12/31/95 Purchase 1,000.00 10.065334 99.351 99.351 1,000.00
12/31/96 Value before SC 11.214065 99.351 1,114.13
12/31/96 Surrender Chrg 6.00% (60.00) 11.214065 (5.350) 94.000 1,054.13
12/31/96 End Redeemable Val 11.214065 0.000 94.000 1,054.13
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 5.41%
<TABLE>
<CAPTION>
DREYFUS GROWTH & INCOME
<S> <C> <C> <C> <C> <C> <C> <C>
12/31/95 Purchase 1,000.00 10.510361 95.144 95.144 1,000.00
12/31/96 Value before SC 12.449944 95.144 1,184.54
12/31/96 Surrender Chrg 6.00% (60.00) 12.449944 (4.819) 90.325 1,124.54
12/31/96 End Redeemable Val 12.449944 0.000 90.325 1,124.54
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 12.45%
<TABLE>
<CAPTION>
DREYFUS STOCK INDEX
<S> <C> <C> <C> <C> <C> <C> <C>
12/31/95 Purchase 1,000.00 10.236378 97.691 97.691 1,000.00
12/31/96 Value before SC 12.245197 97.691 1,196.24
12/31/96 Surrender Chrg 6.00% (60.00) 12.245197 (4.900) 92.791 1,136.24
12/31/96 End Redeemable Val 12.245197 0.000 92.791 1,136.24
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 13.62%
<TABLE>
<CAPTION>
MFS TOTAL RETURN
<S> <C> <C> <C> <C> <C> <C> <C>
12/31/95 Purchase 1,000.00 10.270512 97.366 97.366 1,000.00
12/31/96 Value before SC 11.532531 97.366 1,122.88
12/31/96 Surrender Chrg 6.00% (60.00) 11.532531 (5.203) 92.163 1,062.88
12/31/96 End Redeemable Val 11.532531 0.000 92.163 1,062.88
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 6.29%
<TABLE>
<CAPTION>
UNITED LIFE & INSURANCE COMPANY
SpectraSelect Variable Annuity
ONE YEAR EXAMPLES
Unit Units per Total Total
Date Transaction Rate Amount Value Transaction Units Held Value
- ---- ----------- ---- ------ ----- ----------- ---------- -----
FEDERATED HIGH INCOME BOND
<S> <C> <C> <C> <C> <C> <C> <C>
12/31/95 Purchase 1,000.00 10.170676 98.322 98.322 1,000.00
12/31/96 Value before SC 11.430857 98.322 1,123.90
12/31/96 Surrender Chrg 6.00% (60.00) 11.430857 (5.249) 93.073 1,063.90
12/31/96 End Redeemable Val 11.430857 0.000 93.073 1,063.90
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 6.39%
<TABLE>
<CAPTION>
FEDERATED UTILITY
<S> <C> <C> <C> <C> <C> <C> <C>
12/31/95 Purchase 1,000.00 10.393947 96.210 96.210 1,000.00
12/31/96 Value before SC 11.309904 96.210 1,088.12
12/31/96 Surrender Chrg 6.00% (60.00) 11.309904 (5.305) 90.905 1,028.12
12/31/96 End Redeemable Val 11.309904 0.000 90.905 1,028.12
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 2.81%
<TABLE>
<CAPTION>
FEDERATED U S GOVERNMENT BOND
<S> <C> <C> <C> <C> <C> <C> <C>
12/31/95 Purchase 1,000.00 10.134955 98.668 98.668 1,000.00
12/31/96 Value before SC 10.393777 98.668 1,025.54
12/31/96 Surrender Chrg 6.00% (60.00) 10.393777 (5.773) 92.896 965.54
12/31/96 End Redeemable Val 10.393777 0.000 92.896 965.54
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: -3.45%
<TABLE>
<CAPTION>
FIVE YEAR EXAMPLES
MFS EMERGING GROWTH (SINCE INCEPTION)
<S> <C> <C> <C> <C> <C> <C> <C>
07/24/95 Purchase 1,000.00 8.859339 112.875 112.875 1,000.00
12/31/96 Value before SC 11.740470 112.875 1,325.21
12/31/96 Surrender Chrg 6.00% (60.00) 11.740470 (5.111) 107.765 1,265.21
12/31/96 End Redeemable Val 11.740470 0.000 107.765 1,265.21
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 17.77%
<TABLE>
<CAPTION>
SCUDDER INTERNATIONAL (FIVE YEARS)
<S> <C> <C> <C> <C> <C> <C> <C>
12/31/91 Purchase 1,000.00 7.739661 129.205 129.205 1,000.00
12/31/96 Value before SC 11.424315 129.205 1,476.07
12/31/96 Surrender Chrg 2.00% (20.00) 11.424315 (1.751) 127.454 1,456.07
12/31/96 End Redeemable Val 11.424315 0.000 127.454 1,456.07
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 7.80%
<TABLE>
<CAPTION>
VAN ECK WORLDWIDE HARD ASSETS (FIVE YEARS)
<S> <C> <C> <C> <C> <C> <C> <C>
12/31/91 Purchase 1,000.00 6.685631 149.575 149.575 1,000.00
12/31/96 Value before SC 11.781647 149.575 1,762.23
12/31/96 Surrender Chrg 2.00% (20.00) 11.781647 (1.698) 147.877 1,742.23
12/31/96 End Redeemable Val 11.781647 0.000 147.877 1,742.23
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 11.74%
<TABLE>
<CAPTION>
ALGER AMERICAN GROWTH (FIVE YEARS)
<S> <C> <C> <C> <C> <C> <C> <C>
12/31/91 Purchase 1,000.00 6.351232 157.450 157.450 1,000.00
12/31/96 Value before SC 11.214065 157.450 1,765.65
12/31/96 Surrender Chrg 2.00% (20.00) 11.214065 (1.783) 155.666 1,745.65
12/31/96 End Redeemable Val 11.214065 0.000 155.666 1,745.65
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 11.79%
<TABLE>
<CAPTION>
UNITED LIFE & INSURANCE COMPANY
SPECTRASELECT VARIABLE ANNUITY
FIVE YEAR EXAMPLES
Unit Units per Total Total
Date Transaction Rate Amount Value Transaction Units Held Value
- ---- ----------- ---- ------ ----- ----------- ---------- -----
DREYFUS GROWTH & INCOME (SINCE INCEPTION)
<S> <C> <C> <C> <C> <C> <C> <C>
05/02/94 Purchase 1,000.00 7.000747 142.842 142.842 1,000.00
12/31/96 Value before SC 12.449944 142.842 1,778.37
12/31/96 Surrender Chrg 5.00% (50.00) 12.449944 (4.016) 138.826 1,728.37
12/31/96 End Redeemable Val 12.449944 0.000 138.826 1,728.37
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 22.78%
<TABLE>
<CAPTION>
DREYFUS STOCK INDEX (FIVE YEARS)
<S> <C> <C> <C> <C> <C> <C> <C>
12/31/91 Purchase 1,000.00 9.410493 106.264 106.264 1,000.00
12/31/96 Value before SC 12.245197 106.264 1,301.23
12/31/96 Surrender Chrg 2.00% (20.00) 12.245197 (1.633) 104.631 1,281.23
12/31/96 End Redeemable Val 12.245197 0.000 104.631 1,281.23
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 5.08%
<TABLE>
<CAPTION>
MFS TOTAL RETURN (SINCE INCEPTION)
<S> <C> <C> <C> <C> <C> <C> <C>
01/03/95 Purchase 1,000.00 8.201057 121.935 121.935 1,000.00
12/31/96 Value before SC 11.532531 121.935 1,406.22
12/31/96 Surrender Chrg 6.00% (60.00) 11.532531 (5.203) 116.733 1,346.22
12/31/96 End Redeemable Val 11.532531 0.000 116.733 1,346.22
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 16.10%
<TABLE>
<CAPTION>
FEDERATED HIGH INCOME BOND (SINCE INCEPTION)
<S> <C> <C> <C> <C> <C> <C> <C>
03/01/94 Purchase 1,000.00 10.569289 94.614 94.614 1,000.00
12/31/96 Value before SC 11.430857 94.614 1,081.52
12/31/96 Surrender Chrg 5.00% (50.00) 11.430857 (4.374) 90.240 1,031.52
12/31/96 End Redeemable Val 11.430857 0.000 90.240 1,031.52
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 1.10%
<TABLE>
<CAPTION>
FEDERATED UTILITY (SINCE INCEPTION)
<S> <C> <C> <C> <C> <C> <C> <C>
02/10/94 Purchase 1,000.00 9.618020 103.971 103.971 1,000.00
12/31/96 Value before SC 11.309904 103.971 1,175.91
12/31/96 Surrender Chrg 5.00% (50.00) 11.309904 (4.421) 99.551 1,125.91
12/31/96 End Redeemable Val 11.309904 0.000 99.551 1,125.91
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 4.19%
<TABLE>
<CAPTION>
FEDERATED U S GOVERNMENT BOND (SINCE INCEPTION)
<S> <C> <C> <C> <C> <C> <C> <C>
03/28/94 Purchase 1,000.00 10.069003 99.315 99.315 1,000.00
12/31/96 Value before SC 10.393777 99.315 1,032.25
12/31/96 Surrender Chrg 5.00% (50.00) 10.393777 (4.811) 94.504 982.25
12/31/96 End Redeemable Val 10.393777 0.000 94.504 982.25
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: -0.65%
<TABLE>
<CAPTION>
TEN YEAR EXAMPLES
MFS EMERGING GROWTH (SINCE INCEPTION)
<S> <C> <C> <C> <C> <C> <C> <C>
07/24/95 Purchase 1,000.00 8.859339 112.875 112.875 1,000.00
12/31/96 Value before SC 11.740470 112.875 1,325.21
12/31/96 Surrender Chrg 6.00% (60.00) 11.740470 (5.111) 107.765 1,265.21
12/31/96 End Redeemable Val 11.740470 0.000 107.765 1,265.21
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 17.77%
<TABLE>
<CAPTION>
UNITED LIFE & INSURANCE COMPANY
SPECTRASELECT VARIABLE ANNUITY
TEN YEAR EXAMPLES
Unit Units per Total Total
Date Transaction Rate Amount Value Transaction Units Held Value
- ---- ----------- ---- ------ ----- ----------- ---------- -----
Scudder International (SINCE INCEPTION)
<S> <C> <C> <C> <C> <C> <C> <C>
05/01/87 Purchase 1,000.00 5.908267 169.254 169.254 1,000.00
12/31/96 Value before SC 11.424315 169.254 1,933.62
12/31/96 Surrender Chrg 0.00% (00.00) 11.424315 0.000 169.254 1,933.62
12/31/96 End Redeemable Val 11.424315 0.000 169.254 1,933.62
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 7.06%
<TABLE>
<CAPTION>
VAN ECK WORLDWIDE HARD ASSETS (SINCE INCEPTION)
<S> <C> <C> <C> <C> <C> <C> <C>
09/01/89 Purchase 1,000.00 7.859385 127.236 127.236 1,000.00
12/31/96 Value before SC 11.781647 127.236 1,499.05
12/31/96 Surrender Chrg 0.00% (00.00) 11.781647 0.000 127.236 1,499.05
12/31/96 End Redeemable Val 11.781647 0.000 127.236 1,499.05
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 5.68%
<TABLE>
<CAPTION>
ALGER AMERICAN GROWTH (SINCE INCEPTION)
<S> <C> <C> <C> <C> <C> <C> <C>
01/09/89 Purchase 1,000.00 3.685629 271.324 271.324 1,000.00
12/31/96 Value before SC 11.214065 271.324 3,042.65
12/31/96 Surrender Chrg 0.00% (00.00) 11.214065 0.000 271.324 3,042.65
12/31/96 End Redeemable Val 11.214065 0.000 271.324 3,042.65
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 14.97%
<TABLE>
<CAPTION>
DREYFUS GROWTH & INCOME (SINCE INCEPTION)
<S> <C> <C> <C> <C> <C> <C> <C>
05/02/94 Purchase 1,000.00 7.000747 142.842 142.842 1,000.00
12/31/96 Value before SC 12.449944 142.842 1,778.37
12/31/96 Surrender Chrg 5.00% (50.00) 12.449944 (4.016) 138.826 1,728.37
12/31/96 End Redeemable Val 12.449944 0.000 138.826 1,728.37
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 22.78%
<TABLE>
<CAPTION>
DREYFUS STOCK INDEX (SINCE INCEPTION)
<S> <C> <C> <C> <C> <C> <C> <C>
12/31/91 Purchase 1,000.00 8.124629 123.083 123.083 1,000.00
12/31/96 Value before SC 12.245197 123.083 1,507.17
12/31/96 Surrender Chrg 0.00% (00.00) 12.245197 0.000 123.083 1,507.17
12/31/96 End Redeemable Val 12.245197 0.000 123.083 1,507.17
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 5.82%
<TABLE>
<CAPTION>
MFS TOTAL RETURN (SINCE INCEPTION)
<S> <C> <C> <C> <C> <C> <C> <C>
01/03/95 Purchase 1,000.00 8.201057 121.935 121.935 1,000.00
12/31/96 Value before SC 11.532531 121.935 1,406.22
12/31/96 Surrender Chrg 6.00% (60.00) 11.532531 (5.203) 116.733 1,346.22
12/31/96 End Redeemable Val 11.532531 0.000 116.733 1,346.22
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 16.10%
<TABLE>
<CAPTION>
FEDERATED HIGH INCOME BOND (SINCE INCEPTION)
<S> <C> <C> <C> <C> <C> <C> <C>
03/01/94 Purchase 1,000.00 10.569289 94.614 94.614 1,000.00
12/31/96 Value before SC 11.430857 94.614 1,081.52
12/31/96 Surrender Chrg 5.00% (50.00) 11.430857 (4.374) 90.240 1,031.52
12/31/96 End Redeemable Val 11.430857 0.000 90.240 1,031.52
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 1.10%
<TABLE>
<CAPTION>
UNITED LIFE & INSURANCE COMPANY
SPECTRASELECT VARIABLE ANNUITY
TEN YEAR EXAMPLES
Unit Units per Total Total
Date Transaction Rate Amount Value Transaction Units Held Value
- ---- ----------- ---- ------ ----- ----------- ---------- -----
FEDERATED UTILITY (SINCE INCEPTION)
<S> <C> <C> <C> <C> <C> <C> <C>
02/10/94 Purchase 1,000.00 09.618020 103.971 103.971 1,000.00
12/31/96 Value before SC 11.309904 103.971 1,175.91
12/31/96 Surrender Chrg 5.00% (50.00) 11.309904 (4.421) 99.551 1,125.91
12/31/96 End Redeemable Val 11.309904 0.000 99.551 1,125.91
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: 4.19%
<TABLE>
<CAPTION>
FEDERATED U S GOVERNMENT BOND (SINCE INCEPTION)
<S> <C> <C> <C> <C> <C> <C> <C>
03/28/94 Purchase 1,000.00 10.069003 99.315 99.315 1,000.00
12/31/96 Value before SC 10.393777 99.315 1,032.25
12/31/96 Surrender Chrg 5.00% (50.00) 10.393777 (4.811) 94.504 982.25
12/31/96 End Redeemable Val 10.393777 0.000 94.504 982.25
</TABLE>
AVERAGE ANNUAL TOTAL RETURN: -0.65%
COMPANY ORGANIZATIONAL CHART
United Life & Annuity Insurance Company (ULA) is a wholly-owned subsidiary
of Pacific Life and Accident Insurance Company (PLAIC).
PLAIC is a wholly-owned subsidiary of PennCorp Financial Group, Inc.
United Variable Services, Inc. is a wholly-owned subsidiary of ULA.
