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Exhibit 3(i)
RESTATED CERTIFICATE OF INCORPORATION
OF
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
Under Section 1206 of the Insurance Law and
Section 807 of the Business Corporation Law
The undersigned, being President and Secretary of Allstate Life Insurance
Company of New York, hereby certify:
1. The name of the company is Allstate Life Insurance Company of New
York. The company was previously named PM Life Insurance Company. The name
under which the company was originally incorporated was Financial Life
Insurance Company.
2. The Certificate of Incorporation of the company was filed by the New
York State Insurance Department on January 25, 1967. The Certificate of
Incorporation was restated (pursuant to Section 1206 of the Insurance Law and
Section 807 of the Business Corporation Law) on May 16, 1978.
3. The Certificate of the Incorporation, as heretofore amended and now
in effect, is hereby restated, as authorized by Section 1206 of the Insurance
Law and Section 807 of the Business Corporation Law to combine all amendments
into one certificate.
4. The text of the Certificate of Incorporation, is hereby restated to
read in full as follows:
FIRST: The name of the company is Allstate Life Insurance Company of New
York.
SECOND: The principal office of the company shall be located in the
County of Suffolk, State of New York.
THIRD: The business to be transacted by the company shall be: the kinds
of insurance specified in paragraphs 1, 2 and 3 of Section 1113 of the
Insurance Law of the State of New York, and any amendments to such
paragraphs or provisions in substitution therefore which may be hereafter
adopted, and such other kind or kinds of business to the extent
necessarily or properly incidental to the kind or kinds of insurance
business which the company is authorized to do.
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FOURTH: The corporate powers of the company shall be exercised by a
Board of Directors, by committees thereof, and by such officers,
employees and agents as such Board shall empower.
FIFTH: The number of Directors of the company shall not be less than
thirteen nor more than fifteen in number, and shall be determined by or
under the By-Laws. As used in this paragraph, "number of Directors" means
the total number of Directors that the company would have if there were
no vacancies. Directors shall be elected at each annual meeting of
shareholders and each Director so elected shall hold office until the
next annual meeting of shareholders and until his or her successor is
elected and qualified or until his or her earlier death, resignation or
removal. In the event that the number of Directors duly elected and
serving shall be less than thirteen, the company shall not for that
reason be dissolved, but the vacancy or vacancies shall be filled as
provided in Article SEVENTH hereof. Each Director shall be at least
twenty-one years of age. At all times a majority of the Directors shall
be citizens and residents of the United States and not less than two of
the Directors shall be residents of New York. The Directors need not be
shareholders of the company. Not less than one-third of the Directors of
the company shall be persons who are not officers or employees of the
company or of any entity controlling, controlled by, or under common
control with such company and who are not beneficial owners of a
controlling interest in the voting stock of such company.
SIXTH: Annual meetings and special meetings of the shareholders of the
company shall be held at such place, within or without the State of New
York, as may be fixed by or under the By-Laws, and at such times as may
be fixed by or under the By-Laws. Notice of the time and place of such
meeting shall be given as prescribed in the By-Laws and as required by
law, including notice to the Superintendent of Insurance of the State of
New York to the extent required by law. At the annual meeting of
shareholders, the shareholders shall elect a Board of Directors and shall
transact such other business as may legally come before the meeting.
SEVENTH: Any vacancies occurring in the Board of Directors may be filled
by the Board of Directors or by the shareholders in the manner specified
in the By-Laws. Notice of any election of a Director pursuant to the
By-Laws to fill a vacancy shall be given to the Superintendent of
Insurance of the State of New York in the manner and to the extent
required by law. Any or all of the Directors may be removed at any time,
either for or without cause, by vote of the shareholders or, for cause,
by vote of a majority of the Directors then in office. If the removal of
a Director is requested by the Superintendent of Insurance of the State
of New York, the Chairman of the Board of Directors shall immediately
call a special meeting of the Board of Directors to respond to such
request.
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EIGHTH: The duration of the corporate existence of the company shall be
perpetual.
NINTH: The amount of capital of the company shall be Two Million five
Hundred Thousand Dollars ($2,500,000) and shall consist of one hundred
thousand (100,000) shares, par value twenty-five dollars ($25.00) per
share.
TENTH: In the manner specified in the By-Laws, the Board of Directors
shall elect officers at its annual meeting, and officers may be elected
or removed and a vacancy in any office may be filled by the Board of
Directors at any meeting.
ELEVENTH: No shareholder of the company shall have a prior right because
of his shareholdings to have first or at any time offered to him any part
of any of the presently authorized shares of the company hereafter
optioned, issued or sold, or any part of any security of the company
presently authorized whether or not issued, and subject to statutory
requirements all securities of the company which may hereafter be
authorized may at any time be sold, optioned and contracted for sale of
subscription and/or sold and disposed of by authorization of the Board of
Directors of the company to such person or persons and upon such terms
and conditions as may to said Board of Directors seem proper or advisable
without first offering said shares or security or any part thereof to
existing shareholders.
TWELFTH: The company may issue both participating policies or contracts
and non-participating policies or contracts, upon receiving a special
permit from the Superintendent of Insurance of the State of New York so
to do and in compliance and pursuant to the provisions of Section 216 of
the Insurance Law of the State of New York.
5. The foregoing Restatement of the Certificate of Incorporation was
authorized, pursuant to Section 807 of the Business Corporation law and
Section 1206 of the Insurance Law, by the Board of Directors of the company
at a special meeting held on December 2, 2003.
IN WITNESS WHEREOF, the undersigned have signed this Certificate and
affirmed it as true under the penalties of perjury this 2nd day of December,
2003.
/s/ Casey J. Sylla
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Casey J. Sylla
President
/s/ Michael J. Velotta
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Michael J. Velotta
Secretary