Certificate Restating
Certificate of Incorporation
of
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By Action of the
Board of Directors
1. The name of the Corporation is Aetna Life Insurance and Annuity Company.
2. The Certificate of Incorporation of Aetna Life Insurance and Annuity Company
is restated by the following vote which was adopted by all the Directors in
accordance with Section 33-362 (a) of the Connecticut Stock Corporation Act:
VOTED: That the Certificate of Incorporation of the Company (Special Act No.
281), is amended by the "Corrected Certificate of Merger of Aetna Variable
Annuity Life Insurance Company with and into Forward Life Insurance Company with
the Surviving Corporation to be known as Aetna Variable Annuity Life Insurance
Company (Surviving Connecticut Stock Corporation)," and as amended by
Certificates of Amendment filed December 28, 1979, March 25, 1983, August 16,
1983, and September 14, 1983, reads as follows:
Section 1. Olcott D. Smith, John A. Hill and Howard A. Moreen with such other
persons as may hereafter be associated with them, their successors and assigns
forever, are created a body politic and corporate by the name of Aetna Life
Insurance and Annuity Company, with the power to acquire, by purchase or
otherwise, invest in, hold, sell, convey and have and exercise any and all
rights of ownership or interest in or to any real or personal property
whatsoever, including, without limitation, shares, securities and any other
interest in or obligation of other firms, persons, corporations, governmental
bodies, or other entities; to borrow money, issue promissory notes, bonds, or
other evidences of indebtedness and secure the same by mortgage, pledge or other
form of security on any or all of its real or personal property or an interest
therein; to make contracts of any nature and give security therefor; to carry on
business in any place, if not prohibited by the laws of the place where such
business is carried on; and to exercise all legal powers necessary or convenient
to effect any or all of the purposes stated whether or not such powers are
expressly set forth herein.
Sec. 2. The business of the corporation shall be life insurance, endowments,
annuities, accident insurance, health insurance and any other business or type
of business which any other corporation now or hereafter chartered by
Connecticut and empowered to do a life insurance business may now or hereafter
lawfully do; and the corporation is specifically empowered to accept and to cede
reinsurance of any such risks or hazards. 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. The corporation may carry on any other lawful business in connection with
the foregoing or which is calculated, directly or indirectly, to promote the
interest of the corporation or to enhance the value of its properties.
Sec. 3. The capital with which the corporation shall commence business shall be
an amount not less than one thousand dollars. The authorized number of shares of
capital stock shall be 100,000 shares of common capital stock with a par value
of fifty dollars each.
Sec. 4. The business, property and affairs of the corporation shall be managed
under the direction of a board of directors consisting of such number of
directors as may be fixed by the by-laws of the company and who shall be chosen
by ballot by the shareholders, each shareholder being entitled to one vote for
each share of stock held by him. The bylaws of the corporation may provide for
classification of directors as to the terms of office, provided no director
shall be elected by the shareholders for a shorter term than one year or for a
longer term than five years and the classification shall be such that the term
of one or more classes shall expire each succeeding year. If any vacancy occurs
in the board of directors, such vacancy may be filled by the remaining directors
for the unexpired portion of the term, and if the number of directors is
increased by an amendment to the bylaws voted by the board of directors between
meetings of shareholders, the additional directors, not to exceed three, may be
chosen by the board of directors for terms expiring with the next annual meeting
thereafter. The bylaws of the company may determine what number of directors
shall constitute a quorum for the transaction of business.
Sec. 5. The annual meeting of the shareholders of the corporation shall be held
at such time and place within the state and upon such notice as may be
prescribed in the bylaws of the corporation.
Sec. 6. To carry out the purpose of this act and to organize the corporation,
the incorporators shall open books of subscriptions and shall receive
subscriptions to the capital stock of the corporation, receive the first
installments on such subscriptions, close the subscription books when the
capital stock has been subscribed to the full amount, not less than one thousand
dollars, with which the incorporators shall have determined to commence
business, and, if the capital stock is oversubscribed, apportion the same in
their discretion among the subscribers. When the capital stock has been so
subscribed, the incorporators or a majority of them shall call the first meeting
of the subscribers and, when the bylaws have been adopted and the directors
chosen, the incorporators shall pay to the corporation all monies received by
them upon subscriptions to the capital stock, and the corporation shall
thereupon be fully organized.
3. The above vote merely restates and does not change the provisions of the
original Certificate of Incorporation, as supplemented and amended to date.
4. The above vote was duly adopted by the Board of Directors.
Dated at Hartford, Connecticut this 19th day of July, 1988.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing Certificate are true.
/s/ Charles N. Dawkins
Vice President
/s/ George N. Gingold
Secretary