EXHIBIT 1.A(6)(B)
CERTIFICATE OF REDOMESTICATION
[State of Connecticut logo]
STATE OF CONNECTICUT
Insurance Department
FILING #0001711833 PG 01 OF 05 VOL B-00120
FILED 04/21/1997 01:45 PM PAGE 03492
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
This is to Certify, that the redomestication of Phoenix Life and Annuity
Company, a Missouri Corporation, pursuant to Section 38a-58a Connecticut General
Statutes, is approved. The attached Certificate of Redomestication and Amended
and Restated Certificate of Incorporation effecting its change of domicile and
continuation of its original corporate existence, are also approved.
Witness my hand and official seal, at Hartford,
this 16th day of April 1997
/s/George M. Ruter, Jr.
George M. Ruter, Jr.
Insurance Commissioner
Certificate of Authority and Compliance
FILING #0001711833 PG 02 OF 05 VOL B-00120
FILED 04/21/1997 01:45 PM PAGE 03493
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
CERTIFICATE OF REDOMESTICATION
OF
PHOENIX LIFE AND ANNUITY COMPANY
PHOENIX LIFE AND ANNUITY COMPANY (the "Company"), a Missouri
corporation, in order to change its domicile to Connecticut as permitted
pursuant to Connecticut General Statutes ss.38a-58a (the "Act"), certifies as
follows:
1. The name of the Company is Phoenix Life and Annuity Company.
2. The Company was incorporated in the State of Missouri on November 2, 1981,
where it has remained to this date. Except pursuant to this certificate, to
the best of our knowledge and belief the Company has never attempted to
change its stated of domicile.
3. At the time of incorporation, the Company's name was Kansas City Life and
Annuity Company. By amendment on March 16, 1984 to its certificate of
incorporation, the Company changed its name to Savers Life Insurance
Company of America. By subsequent amendment on May 1, 1996, the Company
changed kits name to Phoenix Life and Annuity Company. To the best of our
knowledge and belief, the Company has had no other name than those three.
4. The Insurance Department of the State of Missouri has approved the
Company's request for a change in domicile to Connecticut.
5. The Company's plan to redomesticate to Connecticut has been approved by the
Company's Board of Directors and shareholders. No shares are required to be
voted as a class; the shareholders' vote was as follows:
Votes Required for Adoption: 25,000
Votes Favoring Adoption: 25,000
6. The Company hereby requests approval by the Commissioner of Insurance and
by the Secretary of State of the State of Connecticut for the Company's
redomestication to Connecticut pursuant to the Act.
IN WITNESS WHEREOF, the Company has executed this certificate as of the
24th date of March, 1997, through its undersigned officers, who hereby state
under penalties of false statement that the statements contained in this
Certificate are correct.
PHOENIX LIFE AND ANNUITY COMPANY
By: /s/Richard H. Booth CKM
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By: /s/Carole A. Masters
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FILING #0001711833 PG 03 OF 05 VOL B-00120
FILED 04/21/1997 01:45 PM PAGE 03494
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PHOENIX LIFE AND ANNUITY COMPANY
Incorporated in the State of Missouri on November 2, 1981
as
Kansas City Life and Annuity Company
In Connection With the Corporation's
Redomestication to Connecticut,
on April 21, 1997
FILING #0001711833 PG 04 OF 05 VOL B-00120
FILED 04/21/1997 01:45 PM PAGE 03495
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PHOENIX LIFE AND ANNUITY COMPANY
THIS CORPORATION, originally incorporated in the State of Missouri on November
2, 1981, as Kansas City Life and Annuity Company, in order to amend and restate
its current certificate of incorporation under and pursuant to the provisions of
the General Corporation Laws of the State of Connecticut, does hereby certify as
follows:
ARTICLE I
NAME
The Name of the Corporation is PHOENIX LIFE AND ANNUITY COMPANY.
ARTICLE II
PRINCIPAL OFFICE
The Corporation's principal office for the transaction of business shall be at
One American Row, Hartford, Connecticut, or at such other place within the State
of Connecticut as the Corporation's Board of Directors shall from time to time
determine. The Company's initial registered agent at this office shall be Keith
D. Robbins.
ARTICLE III
BUSINESS
The business of the Corporation shall be life insurance, endowments, annuities,
accident insurance, health insurance, and any other business or type of business
not prohibited to domestic life insurance companies by the laws of Connecticut,
and the Corporation is specifically empowered to accept and to cede reinsurance
of any such risks or hazards. The Corporation shall also have the power to
provide general investment advisory and financial management services and to
invest in, manage and operate natural resource and energy-related activities.
The Corporation may exercise such powers outside of Connecticut to the extent
permitted by the laws of the particular jurisdiction. Policies or other
contracts may be issued stipulated to be with or without participation in
profits; and they may be with or without seal.
ARTICLE IV
AUTHORIZED STOCK
The total number of shares of stock which the Corporation shall have authority
to issue is forty thousand (40,000) shares of Common Stock of the par value of
$100 each. The stockholders shall not have pre-emptive rights.
FILING #0001711833 PG 05 OF 05 VOL B-00120
FILED 04/21/1997 01:45 PM PAGE 03496
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
ARTICLE V
DIRECTORS
Election of directors need not be by ballot unless the By-Laws of the
Corporation shall so provide. Any director may be removed from office either
with or without cause at any time by the affirmative vote of the stockholders of
record holding a majority of the outstanding share of stock of the Corporation
entitled to vote, given at a meeting of stockholders called for that purpose.
ARTICLE VI
BY-LAWS
In furtherance and not in limitation of the power conferred upon the Board of
Directors by law, the Board of Directors shall have power to make, adopt, alter,
amend and repeal from time to time the By-Laws of the Corporation.
ARTICLE VII
EXISTENCE
The duration of the Corporation shall be perpetual.
ARTICLE VIII
CONTINUATION
This corporation is a continuation of the corporate existence of the Company
originally known as Kansas City Life and Annuity Company through adoption of the
State of Connecticut as its state of domicile and the Corporation's original
date of incorporation in Missouri remains its date of incorporation.
Dated this 21st day of April, 1997, at Hartford, Connecticut.
PHOENIX LIFE AND ANNUITY COMPANY
By: /s/Richard H. Booth CKM
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Its: Executive V.P.
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