FEDERAL IDENTIFICATION
NO. 04-1414660
THE COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
We, David F. D'Alessandro , President and
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Barry J. Rubenstein , Secretary
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of John Hancock Life Insurance Company
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(Exact name of corporation)
located at 200 Clarendon Street, Boston, Massachusetts 02117,
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(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
Articles 3 and 6
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(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted (***) by vote of:
1,000 shares of common of 1,000 shares outstanding,
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_____ shares of ________________________ of ___________ shares outstanding, and
_____ shares of ________________________ of ___________ shares outstanding.
/1/ being at least a majority of each type, class or series outstanding and
entitled to vote thereon:/ or /2**/ being at least two-thirds of each type,
class or series outstanding and entitled to vote thereon and of each type, class
or series of stock whose rights are adversely affected thereby:
(***) - by unanimous written consent of sole shareholder on March 13, 2000.
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*Delete the inapplicable words **Delete the inapplicable clause.
/1/ For amendments adopted pursuant to Chapter 156B, Section 70.
/2/ For amendments adopted pursuant to Chapter 156B, Section 71.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of separate 8 1/2 x
11 sheets of paper with a left margin of at least 1 inch. Additions to more than
one article may be made on a single sheet so long as each article requiring each
addition is clearly indicated.
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
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WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
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Common: XXX Common: 1,000 $ 0.01
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Preferred: XXX Preferred: XXX XXX
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Change the total authorized to:
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WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
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Common: XXX Common: 1,000 $10,000
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Preferred: XXX Preferred: XXX XXX
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SEE ATTACHED
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Law, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date: _________________________________
SIGNED UNDER THE PENALTIES OF PERJURY, this 13th day of March, 2000.
__________________________________________, President/*Vice President,
__________________________________________, *Clerk/*Assistant Clerk.
Article VI
Other lawful provisions, if any, for the conduct and regulation of the business
and affairs of the corporation, for its voluntary dissolution, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders:
(a) No contract or other transaction or this corporation with any other person,
corporation, association, or partnership shall be affected or invalidated
by the fact that (i) this corporation is a stockholder or partner in, or
affiliated of, such other corporation, association, or partnership, or (ii)
any one or more of the officers or directors of this corporation is an
officer, director or partner of such other corporation, association or
partnership, or (iii) any officer or director of this corporation,
individually or jointly with others, is a party to or is interested in such
contract or transaction. Any director of this corporation may be counted in
determining the existence of a quorum at any meeting of the board of
directors for the purpose of authorizing or ratifying any such contract or
transaction, and may vote thereon, with like force and effect as if he or
she where not so interested or were not an officer, director, or partner of
such other corporation, association, or partnership.
(b) The corporation may be a partner in any business enterprise which it would
have power to conduct itself.
(c) The corporation may carry on any business, operation or activity through a
wholly or partly owned subsidiary
(d) The by-laws may provide that the directors may make, amend, or repeal the
by-laws in whole or in part, except with respect to any provision thereof
which by-law, these articles of organization, or the by-laws requires
action by the stockholders.
(e) Meetings of the stockholders may be held anywhere in the United States.
(f) Except as otherwise provided by law, no stockholder shall have any right to
examine any property or any books, accounts or other writings of the
corporation if there is reasonable ground for belief that such examination
will, for any reason, be adverse to the interests of the corporation, and a
vote of the board of directors refusing permission to make such examination
and setting forth that in the opinion of the board of directors such
examination would be adverse to the interests of the corporation shall be
prima-facie evidence that such examination would be adverse to the
interests of the corporation. Every such examination shall be subject to
such reasonable regulations as the board of directors may establish in
regard thereto.
(g) The board of directors may specify the manner in which the accounts of the
corporation shall be kept and may determine what constitutes net earnings,
profits and surplus, what amounts, if any, shall be reserved for any
corporate purpose, and what amounts, if any shall be declared as dividends.
Unless the board of directors otherwise specifies, the excess of the
consideration for any share of its capital stock with par value issued by
it over such par value shall be surplus. All surplus shall be available for
any corporate purpose, including the payment of dividends.
(h) The purchase or other acquisition or retention by the corporation of shares
of its own capital stock shall not be deemed a reduction of its capital
stock. Upon any reduction of capital or capital stock, no stockholder shall
have any right to demand any distribution from the corporation, except as
and to the extent that the stockholders shall have provided at the time of
authorizing such reduction.
(i) The corporation shall have all powers granted to corporations by the law of
the Commonwealth of Massachusetts, provided that no such power shall
include any activity inconsistent with the Business Corporation Law or the
general laws of said Commonwealth.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within Articles of Amendment and, the filing fee in the
amount of $10,099 having been paid, said articles are deemed to have been filed
with me this 13th day of April, 2000.
Effective date: __________________________________________
/s/ WILLIAM FRANCIS GALVIN
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Emanuel Alves, Esq.
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John Hancock Life Insurance Company
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200 Clarendon Street, Boston, Massachusetts 02117
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Telephone: (617)
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