AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SUNAMERICA NATIONAL LIFE INSURANCE COMPANY
We the undersigned, acting as incorporators for the purpose of amending
and restating the Articles of Incorporation of SunAmerica National Life
Insurance Company, an Arizona corporation, do hereby adopt the following Amended
and Restated Articles of Incorporation for said corporation.
ARTICLE I
The name of the corporation shall be AIG SUNAMERICA LIFE ASSURANCE
COMPANY.
ARTICLE II
The corporation was incorporated in the State of California on April 12,
1965 and was given recognition as domestic corporation in the State of Arizona
from and after April 12, 1965, and authorization to transact insurance business
as a domestic insurer, effective January 1, 1996. Upon the approval of the
Amended and Restated Articles of Incorporation of Anchor National Life Insurance
Company by the Arizona Department of Insurance and the State of Arizona,
Corporation Commission, effective October 4, 2001 and October 5, 2001,
respectively, the name of the corporation was changed to "SunAmerica National
Life Insurance Company."
ARTICLE III
The existence of the corporation shall be perpetual.
ARTICLE IV
Upon the approval of the Amended and Restated Articles of Incorporation
by the necessary regulatory authorities, AIG SunAmerica Life Assurance Company
shall be and continue to be possessed of all privileges, franchises and powers
to the same extent as if it had been originally incorporated under the laws of
the State of Arizona; and all privileges, franchises and powers belonging to
said corporation, and all property, real, personal and mixed, and all debts due
on whatever account, all Certificates of Authority, agent appointments, and all
choses in action, shall be and the same are hereby ratified1 approved, confirmed
and assured to SunAmerica National Life Insurance Company with like effect and
to all intents and purposes as if it had been originally incorporated under the
laws of the State of Arizona.
ARTICLE V
The nature of the business to be transacted and the objects and purposes
for which this corporation is organized include the transaction of any and all
lawful business for which insurance corporations may be incorporated under the
laws of the State of Arizona without limitation, and as said laws may be amended
from time to time, and specifically said corporation shall be authorized to
transact life insurance, disability insurance and annuities, as defined under
Arizona Revised Statutes, Section 20-254, 20-253 and 20-254.01 respectively,
together with such other kinds of insurance as the corporation may from time to
time be authorized to transact, and to act as a reinsurer of business for which
it is duly authorized. Consistent with the applicable federal and state
requirements, the Company may issue funding agreements and guaranteed investment
contracts as defined under Arizona Revised Statutes, Section 20-208.
ARTICLE VI
The authorized capital of the corporation shall be $4,000,000, and shall
consist of 4,000 shares of voting common stock with a par value of $1,000.00 per
share. No holders of stock of the corporation shall have any preferential right
to subscription to any shares or securities convertible into shares of stock of
the corporation, nor any right of subscription to any thereof other than such,
if any, as the Board of Directors in its discretion may determine, and at such
price as the Board of Directors in its discretion may fix; and any shares or
convertible securities which the Board of Directors may determine to offer for
subscription to the holders of stock at the time existing.
Nothing herein contained shall be construed as prohibiting the
corporation from issuing any shares of authorized but unissued common stock for
such consideration as the Board of Directors may determine, provided such
issuance is approved by the shareholders of the corporation by a majority of the
votes entitled to be cast at any annual or special meeting of shareholders
called for that purpose. No such authorized but unissued stock may, however, be
issued to the shareholders of the corporation by way of a stock dividend,
split-up or in any other manner of distribution unless the same ratable stock
dividend, stock split-up or other distribution be declared or made in voting
common stock to the holder of such voting common stock at the time outstanding.
Each holder of common stock shall be entitled to participate share for share in
any cash dividends which may be declared from time to time on the common stock
of the corporation by the Board of Directors and to receive pro rata the net
assets of the corporation on liquidation.
ARTICLE VII
The affairs of the corporation shall be conducted by a Board of Directors
consisting of not less than five (5) nor more than fifteen (15) directors as
fixed by the bylaws, and such officers as said directors may at any time elect
or appoint. No officer or director need be a shareholder of this corporation.
Five (5) directors shall constitute the initial Board of Directors. The names
and addresses of the persons who are to serve as directors until the next annual
meeting of shareholders or until their successors are
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elected and qualified, and of the persons who are to serve as officers until the
next annual meeting of the directors or until their successors are elected and
qualify, are:
Board of Directors
James R. Belardi
1 SunAmerica Center, Century City
Los Angeles, California 90067-6022
Marc H. Gamsin
1 SunAmerica Center, Century City
Los Angeles, California 90067-6022
N. Scott Gillis
1 SunAmerica Center, Century City
Los Angeles, California, 90067-6022
Jana W. Greer
1 SunAmerica Center, Century City
Los Angeles, California 90067-6022
Jay S. Wintrob
1 SunAmerica Center, Century City
Los Angeles, California 90067-6022
The directors shall have the power to adopt, amend, alter and repeal the
Bylaws, to manage the corporate affairs and make all rules and regulations
expedient for the management of the affairs of the corporation, to remove any
officer and to fill all vacancies occurring in the Board of Directors and
offices for any cause, and to appoint from their own number an executive
committee and other committees and vest said committees with all the powers
permitted by the Bylaws.
ARTICLE VIII
Subject to the further provisions hereof, the corporation shall
indemnify any and all of its existing and former directors and officers and
their spouses against all expenses incurred by them and each of them, including
but not confined to legal fees, judgments and penalties which may be incurred,
rendered or levied in any legal or administrative action brought against any of
them, for or on account of any action or omission alleged to have been committed
while acting within the scope of employment as a director or officer of the
corporation to the fullest extent allowable pursuant to A.R.S. Section 10-120,
et al. as my be amended from time to time. Whenever any such person has grounds
to believe that he may incur any such aforementioned expense, he shall promptly
make a full report of the matter to the President and the Secretary of the
Corporation. Thereafter, the Board of Directors of the corporation shall, within
a reasonable time, determine if such person acted, or failed to act, in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation, and,
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with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. If the Board of Directors determines that such
person acted, or failed to act, in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful, then indemnification shall be mandatory and
shall be automatically extended as specified herein, provided, however, that the
corporation shall have the right to refuse indemnification, wholly or partially,
in any instance in which the person to whom indemnification would otherwise have
been applicable shall have unreasonably refused to permit the corporation, at
its own expense and through counsel of its own choosing, to defend him in the
action, or shall have unreasonably refused to cooperate in the defense of such
action.
ARTICLE IX
All directors of the corporation shall be elected at the annual meeting
of the shareholders, which shall be held on the third Thursday of March of each
year or such other date and time as may be determined by the Board of Directors,
unless such day falls on a holiday, in which event the regular annual meeting
shall be held on the next succeeding business day.
ARTICLE X
The principal place of business of the corporation shall be located in
the City of Phoenix, Maricopa County, Arizona, but it may have other places of
business and transact business, and its Board of Directors or shareholders may
meet for the transaction of business, at such other place or places within or
without the State of Arizona which its Board of Directors may designate.
ARTICLE XI
The fiscal year of the corporation shall be the calendar year.
ARTICLE XII
In no event shall the corporation incur indebtedness in excess of the
amount authorized by law.
ARTICLE XIII
The shares of the corporation, when issued, shall be non-assessable,
except to the extent required by the Constitution, specifically, but not in
limitation thereof, as provided by Article XIV, Section 11 of the Constitution
of the State of Arizona and the laws of the State of Arizona.
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ARTICLE XIV
The private property of the shareholders, directors and officers of the
corporation shall be forever exempt from debts and obligations of the
corporation.
ARTICLE XV
The Bylaws of the corporation may be repealed, altered amended, or
substitute Bylaws may be adopted, by the directors or the shareholders, in
accordance with the provisions contained in said Bylaws.
ARTICLE XVI
J. Michael Low of 2999 North 44th Street, Suite 250, Phoenix, Arizona,
85018, having been a bona fide resident of Arizona for at least three (3) years,
is hereby appointed the statutory agent of this corporation in the State of
Arizona, upon whom notices and processes, including service of summons, may be
served, and which, when so served shall have lawful personal service on the
corporation. The Board of Directors may revoke this appointment at any time, and
shall fill the vacancy in such position whenever one exists.
ARTICLE XVII
Shareholder action was not required to amend and restate the Articles.
IN WITNESS WHEREOF, we hereunto affix our signatures as of the 19th day
of December, 2001.
DIRECTORS:
/s/ JAMES R. BELARDI
---------------------------
James R. Belardi
/s/ MARC H. GAMSIN
---------------------------
Marc H. Gamsin
/s/ N. SCOTT GILLIS
---------------------------
N. Scott Gillis
/s/ JANA W. GREER
---------------------------
Jana W. Greer
/s/ JAY S. WINTROB
---------------------------
Jay S. Wintrob
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APPOINTMENT OF STATUTORY AGENT
I, J. Michael Low, being a resident of the State of Arizona for at least
three (3) years preceding this appointment, do hereby accept appointment as
Statutory Agent for AIG SunAmerica Life Assurance Company in accordance with the
Arizona Revised Statutes until appointment of a successor Statutory Agent and
removal
Dated this 21st day of January, 2002.
/s/ J. MICHAEL LOW
---------------------------
J. Michael Low
Low & Childers, P.C.
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