Exhibit

EX-99.6A 6 ex6atla.htm EXHIBIT 99.6A Exhibit

[SEAL] SECRETARY OF THE STATE OF CONNECTICUT

MAILING ADDRESS: COMMERCIAL RECORDING DIVISION, CONNECTICUT SECRETARY OF THE STATE, P. O. BOX 150740, HARTFORD, CT 06115-0470

DELIVERY ADDRESS: COMMERCIAL RECORDING DIVISION, CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET, HARTFORD, CT 06106

PHONE: 860-509-6003 WEBSITE: www,concord-sots.ct.gov

CERTIFICATE OF AMENDMENT

STOCK CORPORATION

FILING #006198531 PG 01 OF 03 VOL B-02458

USE INK COMPLETE ALL SECTIONS PRINT OR TYPE ATTACH FILED 6/12/2018 09:00 AM PAGE 00390

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE



FILING PARTY (CONFIRMATION WILL BE SENT TO THIS A

NAME: Hartford Life and Annuity Insurance Company	MAKE CHECKS PAYABLE TO 'SECRETARY
ADDRESS: 1 Griffin Road North	OF THE STATE'

CITY: Windsor
STATE: CT ZIP: 06095

1. NAME OF CORPORATION
Hartford Life and Annuity Insurance Company


2. THE CERTIFICATE OF INCORPORATION IS (CHECK A,B OR C)
[X] A. AMENDED
[ ] B. RESTATED
[ ] C. AMENDED AND RESTATED
THE RESTATED CERTIFICATE CONSOLIDATES ALL AMENDMENTS TO A SINGLE DOCUMENT

3. CHECK 3A OR 3B OR BOTH, AS APPROPRIATE.
[X] 3A. TEXT OF EACH AMENDMENT/RESTATEMENT:

PLEASE SEE ATTACHED DOCUMENTS.

PAGE 1 OF 2 FORM CAS-1-1.0

REV. 10/2014

[ ] 3B. ELECTION OF BENEFIT CORPORATION STATUS (Must check Box 3B if electing Benefit Corporation Status.)

The Corporation elects to be a Benefit Corporation. In addition to the stated purposes for which the

corporation is formed, the Corporation shall also have the purpose to create a general public benefit as

defined in the Connecticut Benefit Corporation Act. (NOTE: If the Benefit Corporation adopts one or more

specific public benefits in addition to the required general public benefit, then the corporation must set forth

the specific public benefit(s) in Box 3A, "TEXT OF EACH AMENDMENT/RESTATEMENT", above. If so,

then BOTH Box 3A and 3B should be checked on the form.]

4. VOTE INFORMATION (SELECT A,B,C OR D):

[X] A. THE AMENDMENT WAS APPROVED BY SHAREHOLDEERS IN THE MANNER REQUIRED BY SECTIONS 33-600 OF THE CONNECTICUT GENERAL STATUTES, AND BY THE CERTIFICATE OF INCORPORATION

[ ] B. THE AMENDMENT WAS APPROVED Y THE INCORPORATORS.

NO SHAREHOLDER APPROVAL WAS REQUIRED.

[ ] C. THE AMENDMENT WAS APPROVED BY THE BOARD OF DIRECTORS.

NO SHAREHOLDER APPROVAL WAS REQUIRED.

[ ] D. THE AMENDMENT WAS APPROVED BY A MINIMUM STATUS VOTE, AS REQUIRED BY THE CONNECTICUT

BENEFIT CORPORATION ACT. SELECT D IF A MINIMUM STATUS VOTE RESULTED IN THE ELECTION OF

BENEFIT CORPORATON STATUS.

5. EXECUTION:

DATED THIS 11TH ___________ DAY OF JUNE__________________ , 2018__________



NAME OF SIGNATORY (print or type)	CAPACITY/TITLE OF SIGNATORY	SIGNATURE

Leslie T. Soler	Corporate Secretary	/s/ Leslie T. Soler

FILING #006198531 PG 01 OF 03 VOL B-02458

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SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

PAGE 1 OF 2 FORM CAS-1-1.0

REV. 10/2014

FILING #006198531 PG 01 OF 03 VOL B-02458

FILED 6/12/2018 09:00 AM PAGE 00392

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

[SEAL] STATE OF CONNECTICUT

INSURANCE DEPARTMENT

THIS IS TO CERTIFY, THAT the Certificate of Amendment to the Certificate of Incorporation of Hartford Life and Annuity Insurance Company, with respect to the change of name to Talcott Resolution Life and Annuity Insurance Company, has been reviewed and approved, effective June 1, 2018.

Witness my hand and official seal, at HARTFORD, CT

this 7th day of June, 2018

/s/ Kathryn L. Wade

Insurance Commissioner

STATE OF CONNECTICUT SS. HARTFORD

OFFICE OF THE SECRETARY OF STATE

I hereby certify that this is a true copy of record

In this Office.

In Testimony whereof, I have hereunto set my hand,

and affixed the Seal of said State, at Hartford,

this 13th day of June A.D. 2018

/s/ Denise W. Merrill

__________________________________

SECRETARY OF THE STATE

HARTFORD LIFE AND ANNUIY INSURANCE COMPANY

CERTIFICATE AMENDING

THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

BY ACTIONS OF THE BOARD OF DIRECTORS AND THE SHAREHOLDERS


1.	The name of the Corporation is Hartford Life and Annuity Insurance Company (the “Company”).


2.	The Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) is further amended by the following resolution:

RESOLVED, that the Amended and Restated Certificate of Incorporation be further amended by deleting Section 1 in its entirety and replacing it with the following, such amendment to become effective at June 1, 2018. All other sections of the Amended and Restated Certificate of Incorporation shall remain unchanged and continue in full force and effect:


Section 1.	Effective June 1, 2018, the name of the Company is Talcott Resolution Life and Annuity Insurance Company.


3.	The above resolution was adopted by each of the Company’s Board of Directors and its sole shareholder. The number of shares of the Company’s common capital stock entitled to vote thereon was 2,000. The vote favoring adoption was 2,000 shares, which was sufficient for approval of the resolution.

Dated at Windsor, Connecticut this 1^st day of June, 2018.

We hereby declare, under penalty of false statement, that the statements made in the foregoing Certificate are true.

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

_/s/ Peter F. Sannizzaro_________________________________

Peter F. Sannizzaro, President

_/s/ Leslie T. Soler _________________________________

Leslie T. Soler, Corporate Secretary

FILING #0001604565 PG 01 OF 04 VOL B-00056

FILED 05/01/1996 08:40 AM PAGE 03650

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

[STATE OF ARMS] STATE OF CONNECTICUT

INSURANCE DEPARTMENT

THIS IS TO CERTIFY, THAT THE REDOMESTICATION OF ITT HARTFORD LIFE AND ANNUITY

INSURANCE COMPANY, A WISCONSIN CORPORATION, PURSUANT TO SECTION 38a-58a

CONNECTICUT GENERAL STATUTES IS APPROVED. THE ATTACHED PLAN 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 19th day of April, 1996

/s/ George M. Reider, Jr.

Insurance Commissioner

Certificate of Authority and Compliance

<Page>

FILING #0001604565 PG 02 OF 04 VOL B-00056

FILED 05/01/1996 08:40 AM PAGE 03651

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

CERTIFICATE

REDOMESTICATION

ITT HARTFORD LIFE AND ANNUITY ("IHLA") INSURANCE COMPANY

ITT HARTFORD LIFE AND ANNUITY ("IHLA") INSURANCE COMPANY (the "Company"), a

Wisconsin corporation, in order to change its domicile to Connecticut as

permitted pursuant to Connecticut Insurance Law Section 38a-58a, certifies as

follows:

1. The name of the Company is ITT Hartford Life and Annuity Insurance Company.

2. The Company was incorporated in the City of Madison, County of Hennepin,

State of Wisconsin on January 9, 1956. Except pursuant to this certificate,

the Company has never attempted to change its domicile state.

3. At the time of incorporation, the Company's name was ITT Life Insurance

Corporation. On March 25, 1993, by amendment to its Articles of

Incorporation, the Company changed its name to ITT Hartford Life and

Annuity Insurance Company.

4. By letter dated 4-26-96, the Insurance Department of the State of Wisconsin

has approved the Company's request for a change in domicile to Connecticut

in accordance with the laws of the States of Wisconsin and Connecticut. By

letter dated 4-22-96, the Insurance Department of the State of Connecticut

approved the Company's application to redomesticate to Connecticut

effective May 1, 1996.

5. The Company's plan to redomesticate has been approved by the Company's

Board of Directors and its sole shareholder, pursuant to Connecticut

General Statutes Section 33-360. No shares are required to be voted as a

class. The shareholder's vote was unanimous.

IN WITNESS WHEREOF, the Company has executed this Certificate as of the 30th day

of April 1996, through its undersigned officers, who hereby state under

penalties of false statement that the statements contained in this Certificate

are correct.

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

By: /s/ Lowndes A. Smith

-----------------------------------

Lowndes A. Smith, President

By: /s/ Lynda Godkin

-----------------------------------

Lynda Godkin, General Counsel

and Corporate Secretary

<Page>

FILING #0001604565 PG 03 OF 04 VOL B-00056

FILED 05/01/1996 08:40 AM PAGE 03652

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

CERTIFICATE AMENDING AND RESTATING

THE CERTIFICATE OF INCORPORATION BY

ACTION OF THE BOARD OF DIRECTORS AND SHAREHOLDERS

1. The name of the Corporation is ITT HARTFORD LIFE AND ANNUITY INSURANCE

COMPANY.

2. The Certificate of Incorporation is amended and restated by the following

resolution of the Board of Directors and Shareholder of the Corporation.

RESOLVED, that the Certificate of Incorporation of the Corporation, as

supplemented and amended to date, is further amended and restated to read

as follows:

Section 1. The name of the Corporation is ITT HARTFORD LIFE AND ANNUITY

INSURANCE COMPANY.

Section 2. The address of the Registered Office of the Corporation is Hartford

Plaza, Hartford, Connecticut 06104-2999.

Section 3. The Corporation is a body politic and corporate and shall have all

the powers granted by the general statutes, as now enacted or

hereinafter amended, to corporations formed under the Stock

Corporation Act.

Section 4. The Corporation shall have the purposes and powers to write any and

all forms of Insurance which any other corporation now or hereafter

chartered in Connecticut and empowered to do an insurance business

may now or hereafter lawfully do; to accept and to cede reinsurance;

to issue policies and contracts for any kind or combination of kinds

of insurance; to issue policies or contracts either with or without

participation in profits; to acquire and hold any or all of the

shares or other securities of any insurance corporation or any other

kind of corporation; and to engage in any lawful act or activity for

which corporations may be formed under the Stock Corporation Act.

The corporation is authorized to excercise the powers herein granted

in any state, territory or jurisdiction of the United States or in

any foreign country.

Section 5. The Corporation shall obtain a license from the insurance

commissioner prior to the commencement of business and shall be

subject to all general statutes applicable to insurance companies.

Section 6. The aggregate number of shares which the corporation shall have

authority to issue is 3,000 shares consisting of one class only,

designated as Common Shares, of the par value of $1,250.

Section 7. No shareholder shall, because of his ownership of shares, have a

preemptive or other right to purchase, subscribe for, or take any

part of any shares or any part of the notes, debentures, bonds, or

other securities convertible into or carrying options or warrants to

purchase shares of this corporation issued, optioned, or sold by it

after its incorporation.

Section 8. The minimum amount of stated capital with which the corporation

shall commence business is One Thousand Dollars ($1,000.00).

Section 9. So much of the charter of said corporation is amended, as is

inconsistent herewith is repealed, provided such repeal shall not

invalidate or otherwise affect any action taken pursuant to the

charter of the corporation, in accordance with its terms, prior to

the effective date of such repeal.

<Page>

FILING #0001604565 PG 04 OF 04 VOL B-00056

FILED 05/01/1996 08:40 AM PAGE 03653

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

3. The above resolution was passed by the Board of Directors and the

Shareholder of the Corporation. The number of shares entitled to vote

thereon was 3,000 and the vote required for adoption was 2,000 shares. The

vote favoring adoption was 3,000 which was the greatest vote needed to pass

the resolution.

4. The term of existence of the corporation shall be perpetual.

Dated at Simsbury, Connecticut this 30th day of April, 1996.

We hereby declare, under the penalties of false statement, that the statements

made in the foregoing Certificate are true.

ITT HARTFORD LIFE AND

ANNUITY INSURANCE COMPANY

/s/ Lowndes A. Smith

-------------------------

Lowndes A. Smith, President

/s/ Lynda Godkin

-------------------------

Lynda Godkin, General Counsel

and Corporate Secretary

<Page>

CERTIFICATE AMENDING OR FILING #0001681641 PG 02 OF 05 VOL B-00105

RESTATING FILED 12/31/1996 10:00 AM PAGE 00895

CERTIFICATE OF INCORPORATION SECRETARY OF THE STATE

61-38 Rev. 9/90 CONNECTICUT SECRETARY OF THE STATE

Stock Corporation

STATE OF CONNECTICUT

SECRETARY OF THE STATE

30 TRINITY STREET

HARTFORD, CT 06106

1. Name of Corporation (Please enter name within lines)

ITT Hartford Life and Annuity Insurance Company

2. The Certificate of Incorporation is: (Check one)

/X/ A. Amended only, pursuant to Conn. Gen. Stat. Section 33-360.

/ / B. Amended only, to cancel authorized shares (state number of shares to

be cancelled, the class, the series, if any, and the par value, P.A.

90-107.)

/ / C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a).

/ / D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c).

/ / E. Restated and superseded pursuant to Conn. Gen. Stat. Section

33-362(d).

Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 X 11

attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.

See Attachment A

(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D

is checked, complete 3A or 3B. If 2E is checked, complete 4.)

3. (Check one)

/ / A. This certificate purports merely to restate but not to change the

provisions of the original Certificate of Incorporation as supplemented and

amended to date, and there is no discrepency between the provisions of the

original Certificate of Incorporation as supplemented and amended to date,

and the provisions of this Restated Certificate of Incorporation. (If 3A is

checked, go to 5 & 6 to complete this certificate.).

/ / B. This Restated Certificate of Incorporation shall give effect to the

amendment(s) and purports to restate all those provisions now in effect not

being amended by such new amendment(s). (If 3B is checked, check 4, if

true, and go to 5 & 6 to complete this Certificate.)

4. (Check, if true)

/ / This restated Certificate of Incorporation was adopted by the greatest vote

which would have been required to amend any provision of the Certificate of

Incorporation as in effect before such vote and supersedes such Certificate

of Incorporation.

Form 48

<Page>

FILING #0001681641 PG 03 OF 05 VOL B-00105

FILED 12/31/1996 10:00 AM PAGE 00896

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

5. The manner of adopting the resolution was as follows:

/X/ A. By the board of directors and shareholders

Vote of Shareholders: (Check (i) or (ii).

(i) / / No shares are required to be voted as a class; the

shareholder's vote was as follows:

Vote Required for Adoption 2,000 Vote Favoring Adoption 3,000

(ii) / / There are shares of more than one class entitled

to vote as a class. The designation of each class

required for adoption of the resolution and the

vote of each class in the favor of adoption were

as follows:

(Use an 8 1/2 x 11 attached sheet if more space is

needed. Conn. Gen. Stat. Section 1 9.)

(iii) / / Check here if the corporation has 100 or more

recordholders, as defined in Conn. Gen. Stat.

Section 33-311a(a).

/ / B. By the board of directors acting alone, pursuant to Conn. Gen.

Stat. Section 33-360(b)(2) or 33-362(a).

The number of affirmative votes required to adopt such resolution is:

The number of directors' votes in favor of the resolution was:

We hereby declare, under the penalties of false statement, that the statements

made in the foregoing certificate are true:

(Print or Type) Signature (Print or Type) Signature

Name of Pres./V. Pres. Name of Sec./Assn't. Sec.

Thomas M. Marra /s/ Thomas M. Marra Lynda Godkin /s/ Lynda Godkin

/ / C. The corporation does not have any shareholders. The resolution

was adopted by vote of at least two-thirds of the incorporators

before the organization meeting of the corporation, and approved

in writing by all subscribers for shares of the corporation. If

there are no subscribers, state NONE below.

We (at least two-thirds of the incorporators) hereby declare, under the

penalties of false statement, that the statements made in the foregoing

certificate are true.

-------------------------------------------------------------------------------

Signed Incorporator Signed Incorporator Signed Incorporator

-------------------------------------------------------------------------------

Signed Subscriber Signed Subscriber Signed Subscriber

-------------------------------------------------------------------------------

(Use an 8 1/2 x 11 attached sheet if more space is

needed. Conn. Gen. Stat. Section 1-9)

<Page>

6. Dated at Simsbury, CT this 30th day of December, 1996

Rec. CC, GS:(Type or Print)

Nancy V. Galvin, Legal Assistant

The Hartford - Life Law

200 Hopmeadow Street

Simsbury, CT 06089

Please provide filer's name and

complete address for mailing

receipt

<Page>

FILING #0001681641 PG 04 OF 05 VOL B-00105

FILED 12/31/1996 10:00 AM PAGE 00897

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

CERTIFICATE AMENDING

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

BY ACTIONS OF THE BOARD OF DIRECTORS AND THE SOLE SHAREHOLDER

1. The name of the Corporation is ITT HARTFORD LIFE AND ANNUITY INSURANCE

COMPANY.

2. The Amended and Restated Certificate of Incorporation is amended by the

following resolution of each of the Board of Directors and the Sole

Shareholder:

RESOLVED, that the Amended and Restated Certificate of

Incorporation of the Company, as supplemented and amended to

date, is hereby amended by striking out Section 9 in its entirety

and adding the following Sections 9 and 10. All other sections of

the Amended and Restated Certificate of Incorporation shall

remain unchanged and continue in full force and effect.

"Section 9. The Board of Directors may, at any time, appoint from

among its own members such committees as it may deem

necessary for the proper conduct of the business of

the Company. The Board of Directors shall be

unrestricted as to the powers it may confer upon such

committees."

"Section 10. So much of the charter of said corporation, as

amended, as is inconsistent herewith is repealed,

provided that such repeal shall not invalidate or

otherwise affect any action taken pursuant to the

charter of the corporation, in accordance with its

terms, prior to the effective date of such repeal."

3. The above resolutions were passed by the Board of Directors and the Sole

Shareholder of the Corporation. The number of shares of the Corporation's

common capital stock entitled to vote thereon was 3,000 and the vote

required for adoption was 2,000 shares. The vote favoring adoption was

3,000 shares, which was the greatest vote required to pass the resolution.

<Page>

FILING #0001681641 PG 05 OF 05 VOL B-00105

FILED 12/31/1996 10:00 AM PAGE 00898

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

Dated at Simsbury, Connecticut this 30th day of December, 1996.

We hereby declare, under penalty of false statement, that the statements made in

the foregoing Certificate are true.

ITT HARTFORD LIFE AND ANNUITY INSURANCE

COMPANY

/s/ Thomas M. Marra

-------------------------------------------

Thomas M. Marra, Executive Vice President

and Director - Individual Life and Annuity

Division

/s/ Lynda Godkin

-------------------------------------------

Lynda Godkin, General Counsel and

Corporate Secretary

<Page>

FILING #0001681641 PG 01 OF 05 VOL B-00105

FILED 12/31/1996 10:00 AM PAGE 00894

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

[STATE OF ARMS] STATE OF CONNECTICUT

INSURANCE DEPARTMENT

THIS IS TO CERTIFY, THAT THE CERTIFICATE AMENDING THE AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY,

WITH RESPECT TO THE REVISED SECTION 9 AND SECTION 10 AS ATTACHED, HAS BEEN

REVIEWED AND APPROVED.

Witness my hand and official seal, at Hartford,

This thirtieth day of December 1996

/s/ George M. Reider, Jr.

--------------------------

George M. Reider, Jr.

Insurance Commissioner

Phone:

P.O. Box 816 Hartford, CT 06142-0816

AN EQUAL OPPORTUNITY EMPLOYER

<Page>

Space for Office Use Only

FILING #0001734855 PG 02 OF 05 VOL B-00133

FILED 07/11/1997 11:32 AM PAGE 03682

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

4 VOTE INFORMATION (check A., B. or C.)

/X/ A. The resolution was approved by shareholders as follows:

(set forth all voting information required by Conn. Gen.

Stat. section 33-800 as amended in the space provided below)

See Attachment B

/ / B. The amendment was adopted by the board of directors without

shareholder action. No shareholder vote was required for

adoption.

/ / C. The amendment was adopted by the incorporators without

shareholder action. No shareholder vote was required for

adoption.

5. EXECUTION

Dated this 7th day of July , 1997

Lynda Godkin Corporate Secretary /s/ Lynda Godkin

---------------------------------------------------------------------------

Print or type name of signatory Capacity of signatory Signature

<Page>

ATTACHMENT A

FILING #0001734855 PG 03 OF 05 VOL B-00133

FILED 07/11/1997 11:32 AM PAGE 03683

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

FIRST AMENDMENT TO AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF THE COMPANY

BOARD OF DIRECTORS AND THE SOLE SHAREHOLDER

1. The name of the Corporation is ITT Hartford Life and Annuity Insurance

Company (the "Company").

2. The Amended and Restated Certificate of Incorporation of the Company (the

"Certificate of Incorporation") is further amended by the following

resolution:

RESOLVED, that the Certificate of Incorporation be further amended by

deleting Section 1 in its entirety and replacing it with the

following, such amendment to become effective at January 1, 1998. All

other sections of the Certificate of Incorporation shall remain

unchanged and continue in full force and effect:

Section 1. Effective January 1, 1998, the name of the Company is

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY.

3. The above resolution was adopted by each of the Company's Board of

Directors and its sole shareholder. The number of shares of the Company's

common capital stock entitled to vote thereon was 3,000 and the vote

required for adoption was 2,000 shares. The vote favoring adoption was

3,000 shares, which was the greatest vote required to pass the resolution.

Dated at Simsbury, Connecticut this 30 day of June, 1997.

We hereby declare, under penalty of false statement, that the statements made in

the foregoing Certificate are true.

HARTFORD LIFE AND ANNUITY

INSURANCE COMPANY

/s/ Thomas M. Marra

---------------------------------------------

Thomas M. Marra, Executive Vice President

/s/ Lynda Godkin

---------------------------------------------

Lynda Godkin, Senior Vice President,

General Counsel and Corporate Secretary

<Page>

ATTACHMENT B

FILING #0001734855 PG 04 OF 05 VOL B-00133

FILED 07/11/1997 11:32 AM PAGE 03684

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

CONSENT OF DIRECTORS

The undersigned, being all of the Directors of ITT Hartford Life and Annuity

Insurance Company (the "Company"), hereby consent to the following actions, such

actions to have the same force and effect as if taken at a meeting of the Board

of Directors of the Company (the "Board of Directors") duly called and held for

such purposes:

WHEREAS, it is deemed to be in the best interest of the Company to change

the Company's corporate name by amending the Company's Amended and Restated

Certificate of Incorporation (the "Certificate of Incorporation").

NOW, THEREFORE, BE IT

RESOLVED, that the Certificate of Incorporation be further amended by

deleting Section 1 in its entirety and replacing it with the following,

such amendment to become effective at January 1, 1998. All other sections

of the Certificate of Incorporation shall remain unchanged and continue in

full force and effect.

Section 1. Effective January 1, 1998, the name of the Company is

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY.

FURTHER RESOLVED, that the directors and officers of the Company be, and

they hereby are authorized and directed to take such actions as may be

required by law to give effect to this first amendment to the Certificate

of Incorporation.

/s/ Gregory A. Boyko /s/ Thomas M. Marra

---------------------------- ----------------------------

Gregory A. Boyko Thomas M. Marra

/s/ Lynda Godkin /s/ Lowndes A. Smith

---------------------------- ----------------------------

Lynda Godkin Lowndes A. Smith

Dated as of June 30, 1997

<Page>

ATTACHMENT B

FILING #0001734855 PG 05 OF 05 VOL B-00133

FILED 07/11/1997 11:32 AM PAGE 03685

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

CONSENT OF SOLE SHAREHOLDER

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

Hartford Life Insurance Company, being the sole shareholder of ITT Hartford Life

and Annuity Insurance Company (the "Company"), hereby consents, through its

undersigned officer, to the following actions, such actions to have the same

force and effect as if taken at a meeting of the stockholders of the Company

duly called and held for such purposes:

WHEREAS, the Board of Directors of the Company (the "Board of Directors")

deems it in the best interest of the Company to change the Company's

corporate name by amending the Company's Amended and Restated Certificate

of Incorporation (the "Certificate of Incorporation); and

WHEREAS, the Board of Directors has adopted a resolution authorizing such

amendment to the Certificate of Incorporation.

NOW, THEREFORE, BE IT

RESOLVED, that the Certificate of Incorporation be further amended by

deleting Section 1 in its entirety and replacing it with the following,

such amendment to become effective at January 1, 1998. All other sections

of the Certificate of Incorporation shall remain unchanged and continue in

full force and effect.

Section 1. Effective January 1, 1998, the name of the Company is

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY.

FURTHER RESOLVED, that the directors and officers of the Company be, and

they hereby are, authorized and directed to take such actions as may be

required by law to give effect to this first amendment to the Certificate

of Incorporation.

HARTFORD LIFE INSURANCE COMPANY

By: /s/ Lowndes A. Smith

----------------------------------------

Lowndes A. Smith, President

and Chief Executive Officer

Dated as of: June 30, 1997

<Page>

CERTIFICATE OF AMENDMENT

STOCK CORPORATION

Office of the Secretary of the State

30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-0470 /new/1-97

Space For Office Use Only

FILING #0001734855 PG 01 OF 05 VOL B-00133

FILED 07/11/1997 11:32 AM PAGE 03681

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

1. NAME OF CORPORATION:

ITT Hartford Life and Annuity Insurance Company

2. THE CERTIFICATE OF INCORPORATION IS (check A., B. or C.):

/X/ A. AMENDED.

/ / B. AMENDED AND RESTATED.

/ / C. RESTATED.

3. TEXT OF EACH AMENDMENT/RESTATEMENT:

See Attachment A

(Please reference an 8 1/2 X 11 attachment if additional space is needed)

<Page>

FILING #0002135635 PG 01 OF 05 VOL B-00350

FILED 07/25/2000 08:30 AM PAGE 02176

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

[State of Arms] STATE OF CONNECTICUT

INSURANCE DEPARTMENT

THIS IS TO CERTIFY, THAT the attached Amended Certificate of Incorporation of

Hartford Life and Annuity Insurance Company has been filed with the Insurance

Department.

WITNESS MY HAND AND OFFICIAL SEAL, AT HARTFORD,

THIS 17TH DAY OF JULY, 2000

/s/ Susan F. Cogswell

Insurance Commissioner

<Page>

CERTIFICATE OF AMENDMENT

STOCK CORPORATION

Office of the Secretary of the State

30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-0470 /Rev. 12/1999

Space For Office Use Only

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SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

1. NAME OF CORPORATION:

Hartford Life and Annuity Insurance Company

2. THE CERTIFICATE OF INCORPORATION IS (check A., B. or C.):

/X/ A. AMENDED.

/ / B. AMENDED AND RESTATED.

/ / C. RESTATED.

3. TEXT OF EACH AMENDMENT/RESTATEMENT:

See Attachment A

(Please reference as 8 1/2 x 11 attachment if additional space is needed)

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SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

4. VOTE INFORMATION (check A., B. or C.):

/X/ A. The resolution was approved by shareholders as follows:

(set forth all voting information required by Conn. Gen. Stat.

Section 33-800 as amended in the space provided below)

The number of outstanding shares of the Corporation's common

capital stock entitled to vote thereon was 2,000. The vote

favoring adoption was 2,000 shares, which was sufficient for

approval of the resolution.

/ / B. The amendment was adopted by the board of directors without

shareholder action. No shareholder vote was required for

adoption.

/ / C. The amendment was adopted by the incorporators without

shareholder action. No shareholder vote was required for

adoption.

5. EXECUTION:

Dated this 5th day of May, 2000.

Lynda Godkin Corporate Secretary /s/ Lynda Godkin

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Print or type name of Capacity of signatory Signature

signatory

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SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

ATTACHMENT A

The Amended and Restated Certificate of Incorporation of Hartford Life and

Annuity Insurance Company is amended by the following resolution adopted by the

Sole Shareholder on April 28, 2000:

RESOLVED, that the Amended and Restated Certificate of Incorporation of the

Company, as amended to date, be further amended by adding the following

Sections 11, 12 and 13 and that all other sections of the Amended and

Restated Certificate of Incorporation shall remain unchanged and continue

in full force and effect:

SECTION 11. The personal liability to the corporation or its

stockholders of a person who is or was a director of the corporation

for monetary damages for breach of duty as a director shall be limited

to the amount of the compensation received by the director for serving

the corporation during the year of the violation if such breach did

not (a) involve a knowing and culpable violation of law by the

director, (b) enable the director or an associate, as defined in

subdivision (3) of Section 33-840 of the Connecticut Business

Corporation Act as in effect on the effective date hereof and as it

may be amended from time to time, to receive an improper personal

economic gain, (c) show a lack of good faith and a conscious disregard

for the duty of the director to the corporation under circumstances in

which the director was aware that his conduct or omission created an

unjustifiable risk of serious injury to the corporation, (d)

constitute a sustained and unexcused pattern of inattention that

amounted to an abdication of the director's duty to the corporation,

or (e) create liability under Section 33-757 of the Connecticut

Business Corporation Act as in effect on the effective date hereof and

as it may be amended from time to time. The personal liability of a

person who is or was a director to the corporation or its stockholders

for breach of duty as a director shall further be limited to the full

extent allowed from time to time by Connecticut law. This Section 11

shall not limit or preclude the liability of a person who is or was a

director for any act or omission occurring prior to the effective date

hereof. Any lawful repeal or modification of this Section 11 or the

adoption of any provision inconsistent herewith by the Board of

Directors and the stockholders of the corporation shall not, with

respect to a person who is or was a director, adversely affect any

limitation of liability, right or protection of such person existing

at or prior to the effective date of such repeal, modification or

adoption of a provision inconsistent herewith.

SECTION 12. The corporation shall indemnify its directors for

liability, as defined in Section 33-770(5) of the Connecticut Business

Corporation Act as in effect on the effective date hereof and as it

may be amended from time to time, to any person for any action taken,

or any failure to take any action, as a director, except liability

that (a) involved a knowing and

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SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

culpable violation of law by the director, (b) enabled the director or

an associate (as defined in Section 33-840 of the Connecticut Business

Corporation Act as in effect on the effective date hereof and as it

may be amended from time to time) to receive an improper personal

gain, (c) showed a lack of good faith and conscious disregard for the

duty of the director to the corporation under circumstances in which

the director was aware that his conduct or omission created an

unjustifiable risk of serious injury to the corporation, (d)

constituted a sustained and unexcused pattern of inattention that

amounted to an abdication of the director's duty to the corporation,

or (e) created liability under Section 33-757 of the Connecticut

Business Corporation Act as in effect on the effective date hereof and

as it may be amended from time to time. Notwithstanding the preceding

sentence, the corporation shall not be required to indemnify an

indemnitee in connection with a proceeding (or part thereof) commenced

by the indemnitee against the corporation. This Section 12 shall not

affect the indemnification or advance of expenses to a director for

any liability stemming from acts or omissions occurring prior to the

effective date hereof. Any lawful repeal or modification of this

Section 12 or the adoption of any provision inconsistent herewith by

the Board of Directors and the stockholders of the corporation shall

not, with respect to a person who is or was a director, adversely

affect any right to indemnification of such person existing at or

prior to the effective date of such repeal, modification or adoption

of a provision inconsistent herewith.

SECTION 13. The corporation shall not be obligated by Section

33-771(e) or Section 33-776(d) of the Connecticut Business Corporation

Act to indemnify, or advance or reimburse expenses in advance of a

final determination, to any current or former director, officer,

employee or agent of the corporation who is not a director. However,

the corporation may, at the discretion of the board of directors,

indemnify, or advance or reimburse expenses to, any current or former

director, officer, employee or agent of the corporation who is not a

director to the fullest extent permitted by law.

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