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EX-99.(6)(A)
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a2044597zex-99_6a.txt
EXHIBIT 99.(6)(A)
Exhibit (6)(a)
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
ALLSTATE LIFE INSURANCE COMPANY
ARTICLE I
(a) The name of the company shall be ALLSTATE LIFE INSURANCE
COMPANY.
(b) The principal office of the company shall be located in the
township of Northfield, County of Cook, in the State of Illinois.
(c) The period of duration of the company shall be perpetual.
ARTICLE II
The objects and purposes of the company shall be to make, write and
issue the following classes and kinds of insurance:
(a) LIFE: Insurance on the lives of persons and every insurance
appertaining thereto or connected therewith and granting, purchasing or
disposing of annuities. Policies of life or endowment insurance or annuity
contracts or contracts supplemental thereto which contain provisions for
additional benefits in case of death by accidental means and provisions
operating to safeguard such policies or contracts against lapse or to give a
special surrender value, or special benefit, or an annuity, in the event that
the insured or annuitant shall become totally and permanently disabled as
defined by the policy or contract, shall be deemed to be policies of life or
endowment insurance or annuity contracts within the intent of this clause.
(b) ACCIDENT AND HEALTH: Insurance against bodily injury, disablement
or death by accident and against disablement resulting from sickness or old age
and every insurance appertaining thereto.
(c) LEGAL EXPENSE: Insurance which involves the assumption of a
contractual obligation to reimburse the beneficiary against or pay on behalf of
the beneficiary, all or a portion of his fees, costs or expenses related to or
arising out of services performed by or under the supervision of an attorney
licensed to practice in the jurisdiction wherein the services are performed,
regardless of whether the payment is made by the beneficiary individually or by
a third person for them, but does not include the provision of or reimbursement
for legal services incidental to other insurance coverages.
ARTICLE III
(a) The number of Directors shall be as provided in the By-Laws, but
shall not be less than three, nor more than twenty-one. The Directors shall be
elected at each annual meeting of the shareholders for a term of one year.
Vacancies in the Board of Directors shall be filled by vote of the shareholders.
(b) The corporate powers of the company shall be vested in the Board of
Directors, who shall have the power to do any and all acts the company may do
under the law and not otherwise to be performed by the shareholders, and shall
have the power to adopt By-Laws not inconsistent with law for the government and
regulation of the business.
ARTICLE IV
The amount of authorized capital of the company shall be three hundred
five million four hundred two thousand six hundred and no/100 Dollars
($305,402,600), divided into twenty three thousand eight hundred (23,800) shares
of common stock of the par value of two hundred twenty seven and no/100 dollars
($227.00) per share, and three million (3,000,000) shares of non-voting
preferred stock of the par value of one hundred and no/100 dollars ($100.00) per
share.
Preferred stock may be issued, from time to time and as permitted by
law, in one or more series and with such designation for each such series as
shall be stated in the resolution of the Board of Directors authorizing such
series. The Board of Directors shall fix and determine the relative rights and
preferences of each such series, and shall establish the number of shares to be
included in each such series; provided, however, that in no event may any such
series of preferred stock be issued subject to a right or preference which
grants to the holder thereof any voting rights in the affairs of the Company or
permits conversion of such preferred stock to common stock of the Company; and
provided, further, that the aggregate par value of all such series of preferred
stock issued and outstanding shall not exceed Three Hundred Million Dollars
($300,000,000).
ARTICLE V
The designation of the general officers shall be Chairman of the Board,
President, two or more Vice Presidents, Treasurer and Secretary.
ARTICLE VI
The fiscal year of the company shall commence on the first day of
January and terminate on the 31st day of December of each year.
ARTICLE VII
The company may indemnify any agent as permitted by the Business
Corporation Act of Illinois. The company shall have the power to purchase and
maintain insurance on behalf of any agent against any liability asserted against
and incurred by such agent or arising out of such status as an agent, whether or
not the corporation would have the power to indemnify such agent against such
liability. The company shall also have the power to purchase and maintain
insurance to indemnify the company for any obligation which it may incur as a
result of such indemnification of an agent.
Any indemnification provided to an agent (a) shall not be deemed
exclusive of any other rights to which such agent may be entitled by law or
under any by-law, agreement, vote of shareholders or disinterested Directors or
otherwise, and (b) shall inure to the benefit of the legal representative of
such agent or the estate of such agent, whether such representatives are
court-appointed or otherwise designated, and to the benefit of the heirs of such
agent.
As used in this Article, "agent" shall mean any person who is or
was (i) a director, officer or employee of the company and/or
any subsidiary, (ii) a trustee or a fiduciary under any
employee pension, profit sharing, welfare or similar plan or
trust of the company and/or any subsidiary, or (iii) serving
at the request of the company as a director, officer and/or
employee of or in a similar capacity in another corporation,
partnership, joint venture, trust or other enterprise (which
shall, for the purpose of this Article be deemed to include
not-for-profit entities of any type), whether acting in such
capacity or in any other capacity including, without
limitation, as a trustee or fiduciary under any employee
pension, profit sharing, welfare or similar plan.
ARTICLE VIII
The Company shall be bound by all the terms and provisions of the
Illinois Insurance Code applicable to similar companies organized or
incorporated thereunder.
ALLSTATE LIFE INSURANCE COMPANY
By: ________________________________________
Vice President, Secretary and General Counsel
Attest:
_____________________________
Assistant Secretary
SEAL
Approved this _________ day of
__________________________, 19____
______________________________________________________
Director of Insurance
Exhibit (6)(b)
ALLSTATE LIFE INSURANCE COMPANY
BY-LAWS
AMENDED AND RESTATED
JUNE 28, 2000