[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 #006198523 PG 01 OF 03 VOL B-02458

USE INK COMPLETE ALL SECTIONS PRINT OR TYPE ATTACHFILED 6/12/2018 09:00 AM PAGE 00373

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

FILING PARTY (CONFIRMATION WILL BE SENT TO THIS A
NAME: Hartford Life 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 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 #006198523 PG 01 OF 03 VOL B-02458

FILED 6/12/2018 09:00 AM PAGE 00374

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

PAGE 1 OF 2                                    FORM CAS-1-1.0

REV. 10/2014

FILING #006198523 PG 01 OF 03 VOL B-02458

FILED 6/12/2018 09:00 AM PAGE 00375

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 Insurance Company, with respect to the change of name to Talcott Resolution Life 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 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 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 of the Company be further amended by replacing Section 1 with the following:

1. The name of the Corporation is Talcott Resolution Life 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 1,000. The vote favoring adoption was 1,000 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 INSURANCE COMPANY

_/s/ Peter F. Sannizzaro________________

Peter F. Sannizzaro, President

_/s/ Leslie T. Soler____________________

Leslie T. Soler, Corporate Secretary

[LOGO]            STATE OF CONNECTICUT

INSURANCE DEPARTMENT

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

Hartford Life 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

1. NAME OF CORPORATION:

Hartford Life 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>

SPACE FOR OFFICE USE ONLY

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 1,000. The vote favoring adoption was 1,000

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

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

Print or type name of signatory Capacity of Signatory Signature

<Page>

ATTACHMENT A

The Restated Certificate of Incorporation of Hartford Life Insurance Company is

amended by the following resolution adopted by the Sole Shareholder on April 28,

2000:

RESOLVED, that the Restated Certificate of Incorporation of the

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

Sections 6, 7 and 8 and that all other sections of the Restated

Certificate of Incorporation shall remain unchanged and continue in

full force and effect:

Section 6. 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 6 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 6 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 7. 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 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 7 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 7 or the

adoption of any provision inconsistent herewith by

<Page>

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 8. 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.

<Page>

2CC

[LOGO]

CONNECTICUT

STATE OF CONNECTICUT

INSURANCE DEPARTMENT

FILING #0001681565 PG 01 OF 05 VOL B-00105

FILED 12/31/1996 10:21 AM PAGE 00677

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

This is to Certify, that the Certificate amending the Restated Certificate of

Incorporation of HARTFORD LIFE INSURANCE COMPANY, with respect to the revised

Section 4 and Section 5 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>

FILING #0001681565 PG 02 OF 05 VOL B-00105

FILED 12/31/1996 10:21 AM PAGE 00678

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

CERTIFICATE AMENDING OR RESTATING

CERTIFICATE OF INCORPC

61-38 Rev. 9/90

Stock Corporation

STATE OF CONNECTICUT

SECRETARY OF THE STATE

30 TRINITY STREET

HARTFORD, CT 06106

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

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

Hartford Life 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 discrepancy 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 #0001681565 PG 03 OF 05 VOL B-00105

FILED 12/31/1996 10:21 AM PAGE 00679

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

Voting Shareholders: (Check (i) or (ii), an

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

shareholder's vote was as follows:

Vote Required for Adoption 660 Vote Favoring Adoption 1,000

(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 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:

<Table>

<S> <C> <C> <C>

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

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

John P. Ginnetti /s/ John P. Ginnetti Lynda Godkin /s/ Lynda Godkin

</Table>

/ / 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

<Page>

(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.

Section 1-9)

6. Dated at Simsbury, CT this 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 #0001681565 PG 04 OF 05 VOL B-00105

FILED 12/31/1996 10:21 AM PAGE 00680

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

HARTFORD LIFE INSURANCE COMPANY

CERTIFICATE AMENDING

RESTATED CERTIFICATE OF INCORPORATION

BY ACTIONS OF THE BOARD OF DIRECTORS AND THE SOLE SHAREHOLDER

1. The name of the Corporation is HARTFORD LIFE INSURANCE COMPANY.

2. The Restated Certificate of Incorporation of the Corporation is amended

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

Sole Shareholder:

RESOLVED, that the Restated Certificate of Incorporation of the

Company, as supplemented and amended to date, is hereby further

amended by and adding the following Sections 4 and 5. All other

sections of the Restated Certificate of Incorporation shall remain

unchanged and continue in full force and effect.

"Section 4. 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 5. 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 consented to 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 1,000 and

the vote required for adoption was 660 shares. The vote favoring adoption

was 1,000 shares, which was the greatest vote required to pass the

resolution.

<Page>

FILING #0001681565 PG 05 OF 05 VOL B-00105

FILED 12/31/1996 10:21 AM PAGE 00681

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.

HARTFORD LIFE INSURANCE COMPANY

<Table>

<S> <C>

/s/ John P. Ginnetti

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

John P. Ginnetti,

Executive Vice President

</Table>

<Table>

<S> <C>

/s/ Lynda Godkin

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

Lynda Godkin,

Associate General Counsel & Secretary

<Page>

</Table>

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 14th day of January A.D. 1999

/s/ Susan Bysiewiscz

__________________________________

SECRETARY OF THE STATE reg

<Page>

[LOGO]

STATE OF CONNECTICUT

STATE OF CONNECTICUT

INSURANCE DEPARTMENT

STATE OFFICE BUILDING - HARTFORD, CONNECTICUT 06115

THIS IS TO CERTIFY, that HARTFORD LIFE INSURANCE COMPANY is authorized to amend

its Restated Certificate of Incorporation by increasing the par value of its

shares of common capital stock to $5,690.00 each for a total authorized capital

of $5,690,000.00.

Witness my hand and official seal, at Hartford,

this 3rd day of August 1984

[illegible]

    FILED      Insurance Commissioner

STATE OF CONNECTICUT

AUG 3 - 1984

[illegible]

SECRETARY OF THE STATE    F.F. $4.00

[illegible]

[illegible]

<Page>

</Table>

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 8th day of June A.D. 1993

/s/ Pauline R. [illegible]

__________________________________

SECRETARY OF THE STATE NM

CERTIFICATE [ILLEGIBLE]

AMENDING OR RESTATING CERTIFICATE OF INCORPORATION

61-38

BY ACTION OF

<Table>

<S> <C> <C> <C> <C> <C> <C> <C>

/ / INCORPORATORS / / BOARD OF /X/ BOARD OF DIRECTORS AND / / BOARD OF DIRECTORS AND

DIRECTORS SHAREHOLDERS (Stock MEMBERS (Nonstock

Corporation) Corporation)

</Table>

STATE OF CONNECTICUT

SECRETARY OF THE STATE

1. NAME OF CORPORATION DATE

- Hartford Life Insurance Company August 2, 1984

2. The Certificate of Incorporation is

/X/ A. AMENDED ONLY / / B. AMENDED AND RESTATED / / C. RESTATED ONLY

by the following resolution

RESOLVED, That Section 3 of the Corporation's Restated Certificate of

Incorporation be amended to read as follows:

"Section 3. The capital with which the Corporation shall commence

business shall be an amount not less than one thousand dollars

($1,000). The authorized capital shall be five million six hundred and

ninety thousand dollars ($5,690,000) divided into one thousand (1,000)

shares of common capital stock with a par value of five thousand six

hundred and ninety dollars ($5,690) each."

3. (Omit if 2A is checked.)

(a) The above resolution merely restates and does not change the

provisions of the original Certificate of Incorporation as

supplemented and amended to date, except as follows: (Indicate

amendments mode, if any; if none, so indicate)

(b) Other than as indicated in Par. 3(a), there is no discrepancy between

the provisions of the original Certificate of Incorporation as

supplemented to date, and the provisions of this Certificate

Restating the Certificate of Incorporation.

BY ACTION OF INCORPORATORS

/ / 4. The above 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 (if any)

for shares of the corporation. (or if nonstock corporation, by

all applicants for membership entitled to vote, if any.)

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 SIGNED SIGNED

APPROVED

(All subscribers, or, if nonstock corporation, all applicants for membership

entitled to vote, if none, so indicate)

SIGNED SIGNED SIGNED

(Over)

<Page>

[ILLEGIBLE]

BY ACTION OF BOARD OF DIRECTORS

<Table>

<S> <C> <C> <C>

/ / 4. (Omit if 2C is checked.) The above resolution was / / the board of directors being so authorized pursuant to

adopted by the board of directors acting alone. Section 33-341, Conn. G.S. as amended

/ / there being no shareholders or subscribers.

/ / the corporation being a nonstock corporation and having

no members and no applicants for membership entitled to

vote on such resolution.

5. The number of affirmative votes required to adopt such 6. The number of directors' votes in favor of the resolution

resolution is: was:

</Table>

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

made in the foregoing certificate are true.

NAME OF PRESIDENT OR VICE PRESIDENT NAME OF SECRETARY OR ASSISTANT

(Print or Type) SECRETARY (Print or Type)

SIGNED (President or Vice President) SIGNED (Secretary or Assistant

Secretary)

BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS

/X/ 4. The above resolution was adopted by the board of directors and by

shareholders.

5. Vote of shareholders:

(a) (Use if no shares are required to be voted as a class).

NUMBER OF SHARES TOTAL VOTE REQUIRED FOR VOTE FAVORING

ENTITLED TO VOTE VOTING POWER ADOPTION ADOPTION

400 400 267 400

(b) (If the shares of any class are entitled to vote as a class, indicate the

designation and number of outstanding shares of each such class, the voting

power thereof, and the vote of each such class for the amendment

resolution.)

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

made in the foregoing certificate are true.

<Table>

<S> <C>

NAME OF PRESIDENT OR VICE PRESIDENT NAME OF SECRETARY OR ASSISTANT SECRETARY

(Print or Type) (Print or Type)

Edward N. Bennett (Sr. Vice President) Robert C. Fischer (Secretary)

SIGNED (President or Vice President) SIGNED (Secretary or Assistant Secretary)

/s/ Edward N. Bennett /s/ Robert C. Fischer

</Table>

BY ACTION OF BOARD OF DIRECTORS AND MEMBERS

/ / 4. The above resolution was adopted by the board of directors and by

members.

5. Vote of members:

(a) (Use if no members are required to vote as a class)

NUMBER OF MEMBERS TOTAL VOTE REQUIRED FOR VOTE FAVORING

VOTING VOTING POWER ADOPTION ADOPTION

(b) (If the members of any class are entitled to vote as a class indicate the

designation and number of members of each such class, the voting power

thereof, and the vote of each such class for the amendment resolution.)

<Page>

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

made in the foregoing certificate are true.

<Table>

<S> <C>

NAME OF PRESIDENT OR VICE PRESIDENT NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or

(Print or Type) Type)

SIGNED (President or Vice President) SIGNED (Secretary or Assistant Secretary)

</Table>

For office use only

FILED

STATE OF CONNECTICUT FILING FEE CERTIFICATION FEE TOTAL FEES

$30 $27 $57

AUG - 3 1984 SIGNED (For Secretary of the State)

[ILLEGIBLE] CERTIFIED COPY SENT ON (Date) INITIALS

CC's done & taken

Record only sent 9-24-84

CARD LIST PROOF

Edward N. Bennett

Hartford Place

Hartford CT 06156

FORM 61-38

</Table>

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 14th day of January A.D. 1999

/s/ Susan Bysiewiscz

__________________________________

SECRETARY OF THE STATE reg

<Page>

Exhibit 6(a)

CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION BY ACTION OF

/ / INCORPORATORS

/ / BOARD OF DIRECTORS /X/ BOARD OF DIRECTORS / / BOARD OF DIRECTORS

AND SHAREHOLDERS AND MEMBERS

(Stock Corporation) (Nonstock Corporation)

For office use only

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

STATE OF CONNECTICUT ACCOUNT NO.

SECRETARY OF THE STATE

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

INITIALS

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

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

1. NAME OF CORPORATION DATE

Hartford Life Insurance Company February 10, 1982

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

2. The Certificate of incorporation is / / B. AMENDED

/ / A. AMENDED ONLY

/X/ AND RESTATED

/ / C. RESTATED ONLY by the

following resolution

See attached Restated Certificate of Incorporation.

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

3. (Omit if 2.A is checked.)

(a) The above resolution merely restates and does not change the

provisions of the original Certificate of Incorporation as

supplemented and amended to date, except as follows:

(Indicate amendments made, if any, if none, so indicate)

1. Section 1 is amended to read as Restated.

2. Section 4 is deleted.

3. Section 5 is deleted.

(b) Other than as indicated in Par. 3(a), there is no

discrepancy between the provisions of the original

Certificate of Incorporation as supplemented to date, and

the provisions of this Certificate Restating the Certificate

of Incorporation.

BY ACTION OF INCORPORATORS

/ / 4. The above 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 (if any) for shares of the corporation, (or if

nonstock corporation, by all applicants for membership

entitled to vote, if any.)

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 SIGNED SIGNED

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

APPROVED

<Page>

(All subscribers, or, if nonstock corporation, all applicants for membership

entitled to vote, if none, so indicate)

SIGNED SIGNED SIGNED

(Continued)

4. (Omit if 2C is checked.) The above resolution was

adopted by the board of directors acting alone,

/ / there being no shareholders or subscribers.

/ / the board of directors being so authorized

pursuant to Section 33-341, Conn. G.S. as amended

/ / the corporation being a nonstock corporation and

having no members and no applicants for membership

entitled to vote on such resolution.

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

5. The number of affirmative votes 6. The number of directors' votes

required to adopt such resolution in favor of the resolution was:

is:

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

made in the foregoing certificate are true.

NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)

NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

SIGNED (President or Vice SIGNED (Secretary or Assistant Secretary)

President)

/X/ 4. The above resolution was adopted by the board of

directors and by shareholders.

5. Vote of shareholders:

(a) (Use if no shares are required to be voted as a class.)

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

NUMBER OF SHARES ENTITLED TO VOTE 400

TOTAL VOTING POWER 400

VOTE REQUIRED FOR ADOPTION 267

VOTE FAVORING ADOPTION 400

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

(b) (If the shares of any class are entitled to vote as a class,

indicate the designation and number of outstanding shares of

each such class, the voting power thereof, and the vote of

each such class for the amendment resolution.)

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

statements made in the foregoing certificate are true.

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

NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)

Robert B. Goode, Jr.,

Executive Vice Pres. & Chief

Oper. Officer

NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

William A. McMahon,

Gen.Counsel & Secretary

SIGNED (President or Vice President) SIGNED (Secretary or Assistant

Secretary)

/s/ Robert B. Goode, Jr. /s/ William A. McMahon

/ / 4. The above resolution was adopted by the board of directors and by

members.

5. Vote of members:

<Page>

(a) (Use if no members are required to vote as a class.)

NUMBER OF MEMBERS VOTING

TOTAL VOTING POWER

VOTE REQUIRED FOR ADOPTION

VOTE FAVORING ADOPTION

(b) (If the members of any class are entitled to vote as a class

indicate the designation and number of members of each such

class, the voting power thereof, and the vote of each such

class for the amendment resolution.)

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

statements made in the foregoing certificate are true.

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

NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)

NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

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

SIGNED (President or Vice President) SIGNED (Secretary or Assistant

Secretary)

FILING FEE CERTIFICATION FEE TOTAL FEES

$30- $9.50 $39.50

FILED SIGNED (For Secretary of the State)

STATE OF CONNECTICUT Rec. & ICC To Ann Zacchio

APR - 2 1982 CERTIFIED COPY SENT ON (Date) INITIALS

Law Dept. Hartford Ins. Group

SECRETARY OF THE STATE TO

HTFD. Plaza HTFD. CT 06115

A.M.

By Time 2:30P.M. CARD LIST PROOF

Form 61-58

STATE OF CONNECTICUT )

OFFICE OF SECRETARY OF THE STATE ) SS HARTFORD

<Page>

I hereby certify that the foregoing 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 2nd day of April AD 1982

/s/ [ILLEGIBLE]

SECRETARY OF THE STATE

<Page>

RESTATED CERTIFICATE OF INCORPORATION

HARTFORD LIFE INSURANCE COMPANY

This Restated Certificate of Incorporation gives effect to the amendment of the

Certificate of Incorporation of the corporation and otherwise purports merely to

restate all those provisions already in effect. This Restated Certificate of

Incorporation has been adopted by the Board of Directors and by the sole

shareholder.

Section 1. The name of the corporation is Hartford Life Insurance

Company and it 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 2. The corporation shall have the purposes and powers to

write any and all forms of insurance which any other corporation now

or hereafter chartered by Connecticut and empowered to do an insurance

business may now or hereafter may lawfully do; to accept and to issue

cede reinsurance; to issue policies and contracts for any kind or

combination of kinds of insurance; to 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;

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 exercise the powers herein granted in any state,

territory or jurisdiction of the United States or in any foreign

country.

Section 3. The capital with which the corporation shall commence

business shall be an amount not less than one thousand dollars. The

authorized capital shall be two million five hundred thousand dollars

divided into one thousand shares of common capital stock with a par

value of twenty-five hundred dollars each.

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

made in the foregoing Certificate are true.

Dated: February 10, 1982 HARTFORD LIFE INSURANCE COMPANY

By /s/ ROBERT B. GOODE, JR.

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

Attest:

/s/ WM. A. MCMAHON

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

7342D

<Page>

CERTIFICATE OF MERGER

OF

HARTFORD LIFE INSURANCE COMPANY

AND

THE HARTFORD LIFE INSURANCE COMPANY OF CONNECTICUT

Pursuant to the laws of the Commonwealth of Massachusetts and the State of

Connecticut, The Hartford Life insurance Company of Connecticut, domiciled in

Connecticut, and Hartford Life Insurance Company, domiciled in Massachusetts,

entered into a merger agreement on June 20, 1978, a copy of which agreement is

attached hereto and made a part hereof. Pursuant to that agreement, the

surviving corporation shall be The Hartford Life Insurance Company of

Connecticut. Also pursuant to that agreement, the name of the surviving

corporation shall be changed to Hartford Life Insurance Company.

Following approval of that agreement by the boards of directors of both merging

companies, the agreement was submitted to the shareholders of both companies.

Hartford Fire Insurance Company, the sole shareholder of Hartford Life Insurance

Company (HL-MASS.) cast all its votes for the agreement. Hartford Life Insurance

Company, the sole shareholder of The Hartford Life Insurance Company of

Connecticut (HL-CT.), also cast all its votes for the agreement. These votes may

be further described as follows:

<Table>

<Caption>

TOTAL VOTING

NO. OF SHARES POWER OF

ENTITLED TO SHARES ENTITLED VOTE REQUIRED VOTE FAVORING

VOTE TO VOTE FOR ADOPTION ADOPTION

<S> <C> <C> <C> <C>

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

Shareholder of

HL-MASS. 100 common 100 67 100

Shareholder of

HL-CT. 440 common 440 294 440

</Table>

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

in the foregoing certificate, insofar as they pertain to Hartford Life Insurance

Company, are true.

HARTFORD LIFE INSURANCE COMPANY

by /s/ Robert B. Goode, Jr.

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

Exec. Vice President

Date: November 30, 1978

/s/ Michael S. Wilder

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

Secretary

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

in the foregoing certificate, insofar as they pertain to The Hartford Life

Insurance Company of Connecticut, are true.

THE HARTFORD LIFE INSURANCE COMPANY

OF CONNECTICUT

FILED By /s/ William A. McMahon

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

Date: November 30, 1978 Vice President

STATE OF CONNECTICUT

[ILLEGIBLE] SECRETARTY OF STATE /s/ [ILLEGIBLE]

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

By D.S Time 4.00 P.M. Assistant Secretary

<Page>

AGREEMENT OF MERGER

HARTFORD LIFE INSURANCE COMPANY

(A Massachusetts Corporation)

and

THE HARTFORD LIFE INSURANCE COMPANY OF CONNECTICUT

(A Connecticut Corporation)

THIS AGREEMENT OF MERGER (hereinafter referred to as the "Agreement") made and

entered into this 20th day of June, 1978, by and between HARTFORD LIFE INSURANCE

COMPANY (hereinafter "HL-MASS."), a stock insurance company incorporated and

existing under the laws of the Commonwealth of Massachusetts and having its

place of business in Hartford, Connecticut, and THE HARTFORD LIFE INSURANCE

COMPANY OF CONNECTICUT (hereinafter "HL-CT." or the "Surviving Corporation"), a

stock insurance company incorporated and existing under the laws of the State of

Connecticut and having its principal place of business in Hartford, Connecticut,

which companies will sometimes be referred to hereinafter as "The Constituent

Corporations",

WITNESSETH:

WHEREAS, the Boards of Directors of the Constituent Corporations deem it in the

best interests of their respective corporations and shareholders that the

domicile of HL-MASS. be transferred from the Commonwealth of Massachusetts to

the State of Connecticut through a merger of HL-MASS. into HL-CT., pursuant to

the applicable laws of Massachusetts and Connecticut, with HL-CT. being the

Surviving Corporation; and

WHEREAS, HL-MASS. owns all of the issued and outstanding shares of HL-CT., which

consist of four hundred and forty (440) shares of common stock with a par value

of twenty-five hundred dollars ($2,500) per share; and

WHEREAS, the intent of this Agreement is to accomplish the aforementioned

purposes:

NOW, THEREFORE, in consideration of the premises and of the mutual provisions,

agreements, covenants, conditions and grants herein contained, HL-CT. and

HL-MASS., by their respective Boards of Directors and in accordance with the

applicable provisions of the laws of the State of Connecticut and the

Commonwealth of Massachusetts, have agreed and do hereby agree, each with the

other, as follows:

FIRST: MERGER. On the effective date of the merger (as defined in Article SECOND

of this Agreement). HL-MASS. shall be merged, pursuant to the Massachusetts

General Laws Annotated and the Connecticut General Statutes, into and with

HL-CT., and HL-CT. on such date shall merge HL-MASS. with and into itself.

HL-CT. shall be the corporation which survives such merger, and as Surviving

Corporation, shall continue and be deemed to continue for all purposes

whatsoever after the merger.

SECOND: EFFECTIVE DATE. Upon the performance of the conditions and the happening

of the contingencies set forth in Article SEVENTH below, the effective date of

the merger (the "Effective Date") shall be, and is hereby defined to mean, 12:01

a.m. on such date as a duly authorized officer of each Constituent Corporation

shall designate.

THIRD: JURISDICTION AND NAME. The Surviving Corporation shall be governed by the

laws of the State of Connecticut and its name shall be Hartford Life Insurance

Company.

<Page>

FOURTH: CONVERSION OF SECURITIES ON MERGER. The manner of converting the shares

of the Constituent Corporations into shares of the Surviving Corporation shall

be as follows:

1. Each share of common stock of HL-CT. issued and outstanding immediately

prior to the merger, and all rights in respect thereof, shall be deemed,

immediately upon the Effective Date and without further action, to be one

share of the common stock of the Surviving Corporation and shall be owned

by the holder of the shares of HL-MASS.

2. Each share of common stock of HL-MASS. issued and outstanding

immediately prior to the merger and all rights in respect thereof shall be,

immediately upon the Effective Date and without further action, cancelled

as of that date.

FIFTH: CHARTER AND BY-LAWS. From and after the Effective Date, the Charter and

By-Laws of the Surviving Corporation shall be those of HL-CT. as constituted

immediately prior to such merger, except that the name of the Surviving

Corporation shall be Hartford Life Insurance Company.

SIXTH: DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. The initial Board of

Directors of the Surviving Corporation upon the Effective Date, and thereafter

until a regular or special meeting of stockholders called for the purpose of

electing Directors, shall consist of the following persons:

Edward N. Bennett

Raymond H. Deck

Robert B. Goode, Jr.

Raoul J. Grandpre'

William M. Griffin

Herbert P. Schoen

Donald R. Sondergeld

DeRoy C. Thomas

William H. Thompson

All Committees of Directors of the Surviving Corporation shall be those of

HL-MASS. immediately prior to the merger. In addition, the officers of the

Surviving Corporation shall be the officers of HL-MASS. immediately prior

to the merger.

SEVENTH: Officers' and Directors' Responsibilities.

This Agreement is expressly conditioned and contingent upon its adoption

and approval by (a) the stockholders of HL-MASS. and of HL-CT. and (b) the

Insurance Commissioners of the Commonwealth of Massachusetts and the State

of Connecticut. The officers and directors of the Constituent Corporations

agree to do and perform each and every act and to execute and acknowledge

all documents of every character required to obtain the adoption and

approval of said stockholders and Commissioners; and agree to do and

perform each and every act and to execute and acknowledge all documents of

every character required to make the merger effective under the

Massachusetts General Statutes Annotated and the Connecticut General

Statutes.

2

<Page>

EIGHTH: PURPOSES, POWERS AND ASSETS.

1. Except as herein otherwise specifically set forth, as of the Effective

Date, the identity, existence, purposes, powers, assets, franchises, property

rights and immunities of HL-MASS., including real and personal, tangible and

intangible assets, of whatsoever character and wherever located, shall become

the assets of HL-CT., and shall be merged into HL-CT., and pursuant to any and

all appicable laws, HL-CT. shall be fully vested therewith. Likewise, as of

the Effective Date, HL-CT., as the Surviving Corporation, shall assume and

shall be liable and responsible for any and all of the legal liabilities and

legal obligations of HL-MASS. then outstanding, including, without limitation,

all liabilities for taxes, all liabilities under insurance contracts therefore

issued or then on binder and all other legal liabilities and obligations of

HL-MASS. The existence of HL-MASS., except insofar as it may be continued by

statute, shall cease on the Effective Date and thereupon, HL-CT. and HL-MASS.

shall become a single corporation. The Surviving Corporation shall continue as

a stock insurance company, shall have the objects and purposes stated in the

Charter of HL-CT., and in general terms shall have the power and authority to

transact any business which HL-MASS. was empowerd and authorized to transact

prior to the merger.

2. HL-MASS. shall execute and deliver or cause to be executed and delivered

all such deeds or other instruments, and shall take or cause to be taken such

further or other action, as the Surviving Corporation may deem necessary or

desirable in order to vest in and confirm to the Surviving Corporation title

to and possession of all of the aforesaid rights, privileges, powers and

franchises and property, and otherwise to carry out the intent and purpose of

this Agreement.

NINTH: VOIDABILITY AND ABANDONMENT. Anything herein contained to the contrary

notwithstanding, this Agreement of Merger may be terminated and abandoned by

mutual consent of the Boards of Directors of the Constituent Corporations at any

time prior to its Effective Date.

TENTH: CONNECTICUT REGISTERED AGENT. The name and address of the registered

agent in the State of Connecticut of HL-CT. is Michael S. Wilder, The Hartford,

Hartford Plaza, Connecticut 06115. The principal office of the Surviving

Corporation shall be in the City of Hartford, County of Hartford, State of

Connecticut.

ELEVENTH: RIGHT TO AMEND CHARTER. The Surviving Corporation reserves the right

to amend, alter, change or repeal its Charter in the manner now or hereafter

prescribed by Connecticut law, and all rights and powers conferred therein on

stockholders, directors and officers are subject to this reserved power.

TWELFTH: EXPENSES OF MERGER. The Surviving Corporation shall pay all expenses of

effecting the provisions of this Agreement of Merger, provided, however, that in

the event the merger shall not be effectuated for any reason, each of the

Constituent Corporations shall assume and bear all expenses incurred by or

attributable to it. No director or officer of either of the Constituent

Corporations of any parent corporation or subsidiary insurer, shall receive any

fee, commission, other compensation or valuable consideration whatever other

than regular salary, directly or indirectly, for in any manner aiding promoting

or assisting in the merger.

THIRTEENTH: SERVICE UPON SURVIVING CORPORATION. The Surviving Corporation agrees

that it may be served with process in the Commonwealth of Massachusetts in any

proceeding for enforcement of any obligation of HL-MASS. as well as for any

obligation of the Surviving Corporation arising from the merger, and hereby

irrevocably appoints the Commissioner of Insurance of the Commonwealth of

Massachusetts as its agent to accept service of process in any such suit or

other proceeding. The address to which a copy of such process shall be mailed by

said Commissioner is: Michael S. Wilder, Hartford Life Insurance Company,

Hartford Plaza, Hartford, Connecticut 06115.

3

<Page>

FOURTEENTH: DESCRIPTIVE HEADINGS. The descriptive headings of the several

articles and paragraphs of the Agreement are inserted for convenience only and

shall not control or affect the meaning or construction of any of the provisions

hereof.

FIFTEENTH: COUNTERPARTS. For the convenience of the parties and to facilitate

the filing or recording of this Agreement, any number of counterparts hereof may

be executed and each such executed counterpart shall be deemed to be an original

instrument.

IN WITNESS WHEREOF, the Constituent Corporations have caused this Agreement of

Merger to be signed in their respective corporate names by their respective

Presidents or Vice Presidents and their corporate seals to be hereunto affixed

and attested, all as of the day and year first above written.

HARTFORD LIFE INSURANCE COMPANY

ATTEST:

By /s/ Robert B. Goode, Jr.

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

Executive Vice President

/s/ [ILLEGIBLE]

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

THE

HARTFORD LIFE INSURANCE COMPANY

ATTEST: OF CONNECTICUT

By /s/ Raoul J. Grandpre

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

President

/s/ Frederick C. Burgess

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

I, William A. McMahon, Secretary of Hartford Life Insurance Company, do hereby

certify that the above is a true copy of an agreement entered into by Hartford

Life Insurance Company and The Hartford Life Insurance Company of Connecticut on

June 20, 1978. I further certify that said agreement remains in full force and

effect.

[SEAL]

Date: November 30, 1978 /s/ William A. McMahon

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

Secretary

4

<Page>

Senate Bill No. 601

SPECIAL ACT NO. 77-10

AN ACT CONCERNING INCORPORATION OF THE HARTFORD LIFE INSURANCE COMPANY OF

CONNECTICUT.

Be it enacted by the Senate and House of Representatives in General Assembly

convened:

Section 1. The Hartford Life Insurance Company of Connecticut is created a

body politic and corporate and under that name shall have all the powers granted

by the general statutes, as now enacted or hereafter amended, to corporations

formed under the Stock Corporation Act. Hartford Fire Insurance Company shall be

the sole incorporator.

Sec. 2. The corporation shall have the purposes and powers to write any and

all forms of insurance which any other corporation now or hereafter chartered by

Connecticut and empowered to do an insurance business may now or hereafter

lawfully do: to accept and to redo coninsurance; to issue policies and contracts

for any kind or combinations 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 exercise the powers herein granted in any state, territory or

jurisdiction of the United States or in any foreign country.

Sec. 3. The capital with which the corporation shall commence business shall

be an amount not less than one thousand dollars. The authorized capital shall be

two million five hundred thousand dollars divided into one thousand shares of

common capital stock with a par value of twenty-five hundred dollars each.

Sec. 4. The incorporator named in Section 1 of this act shall form the

corporation in the manner provided for specially chartered corporations in the

Stock Corporation Act.

Sec. 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.

We, the undersigned officers of Hartford Fire Insurance Company, certify that

the above is a true copy of an act passed by the Senate and House of

Representatives on April 26, 1977.

/s/ [ILLEGIBLE]

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

Vice-President

/s/ Michael S. Wilder

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

Secretary

The Hartford Life Ins. Co

Hartford Plaza

Htfd., CT 06115

Attention:

Frederick Burgess

L-HSS-Tower-21

[SEAL] FILED

STATE OF CONNECTICUT

FEB 16, 1978

[ILLEGIBLE] SECRETARY OF STATE

By D.S Time 1:45 P.M.

</TEXT>

</DOCUMENT>