-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SKeBnCqsk79Xllv3IV2G1j9QDFC0nbaRkNgNqduOVVcJLyk0vD2zyCY+hqOxSvRZ 02qB0qxWtFjxlYTuUilklA== 0000276461-97-000113.txt : 19970520 0000276461-97-000113.hdr.sgml : 19970520 ACCESSION NUMBER: 0000276461-97-000113 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 19970519 EFFECTIVENESS DATE: 19970520 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A CENTRAL INDEX KEY: 0000314391 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-66295 FILM NUMBER: 97610943 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-02982 FILM NUMBER: 97610944 BUSINESS ADDRESS: STREET 1: 95 WALL ST CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2128588200 MAIL ADDRESS: ZIP: 0005 485BPOS 1 485BPOS As filed with the Securities and Exchange Commission on May 19, 1997 Registration No. 2-66295 811-2982 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- F O R M N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 23 and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 23 FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A (Exact Name of Registrant) FIRST INVESTORS LIFE INSURANCE COMPANY (Name of Depositor) 95 Wall Street, New York, New York 10005 (Address of Depositor's Principal Executive Offices) (212) 858-8200 (Depositor's Telephone Number, including Area Code) Richard H. Gaebler, President FIRST INVESTORS LIFE INSURANCE COMPANY 95 Wall Street New York, New York 10005 (Name and Address of Agent For Service) Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement It is proposed that this filing will become effective on May 20, 1997 pursuant to paragraph (b) of Rule 485. Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has previously elected to register an indefinite number of securities under the Securities Act of 1933. Registrant filed a Rule 24f-2 Notice for its fiscal year ending December 31, 1996 on February 26, 1997. C-1 The sole purpose of this Post-Effective Amendment No. 23 is to electronically file certain exhibits previously filed with the Commission in paper format. Parts A and B of this Post-Effective Amendment No. 23 have been filed with the Commission on April 28, 1997 in Registrant's Post-Effective Amendment No. 22 (File No. 2-66295). PART C: OTHER INFORMATION ITEM 24. Financial Statement and Exhibits (a) Financial Statements: The financial statements for the period ending December 31, 1996 for First Investors Life Insurance Company and First Investors Life Variable Annuity Fund A, are included in Part B, except Condensed Financial Information on Accumulation Unit Values, which is included in Part A. (b) Exhibits: 1. Resolution of the Board of Directors of First Investors Life Insurance Company creating the Separate Account 2. Safekeeping Agreement between First Investors Life Insurance Company and United States Trust Company of New York 3. Distribution Contracts: a. Underwriting Agreement between First Investors Life Insurance Company and First Investors Corporation dated April 16, 1987 b. Specimen Variable Annuity Dealer agreement between First Investors Corporation and dealers and salesman 4. Specimen Individual Variable Annuity Contracts issued by the Company for participation in the Separate Account 5. Form of application used with Individual Variable Annuity Contracts provided in response to (4) above 6. a./1/ Declaration of Intention Charter of First Investors Life Insurance Company, together with all amendments a./2/ Certificate of Amendment /3/ Certificate of Amendment /4/ Certificate of Amendment /5/ Certificate of Amendment /6/ Certificate of Amendment b. By-laws of First Investors Life Insurance Company 7. Not applicable 8. Not applicable 9./1/ Opinion of counsel C-3 10. a./2/ Consent of Independent Public Accountants b. Power of Attorney 11. Not applicable 12./2/ Not applicable 13. Performance Calculations 14. Not applicable - -------------------- /1/ Incorporated by reference from Registrant's Rule 24f-2 Notice for its fiscal year ending December 31, 1996 filed with the Commission on February 26, 1997. /2/ Incorporated by reference from Post-Effective Amendment No. 22 to Registrant's Registration Statement (File No. 2-66295) filed on April 28, 1997. ITEM 25. Directors and Officers of First Investors Life Insurance Company Position and Office Name and Principal with First Investors Business Address Life Insurance Company - ------------------ ---------------------- Lawrence M. Falcon Senior Vice President 95 Wall Street and Comptroller New York, NY 10005 Richard H. Gaebler President and Director 95 Wall Street New York, NY 10005 Jay G. Baris Director 919 Third Avenue New York, NY 10022 C-4 Position and Office Name and Principal with First Investors Business Address Life Insurance Company - ------------------ ---------------------- William H. Drinkwater First Vice President 95 Wall Street and Chief Actuary New York, NY 10005 George V. Ganter Director 95 Wall Street New York, NY 10005 Glenn O. Head Chairman and Director 95 Wall Street New York, NY 10005 Glenn T. Dallas Director 21 Eagle Nest Road Morristown, NJ 07960 Carol Lerner Brown Secretary 95 Wall Street New York, NY 10005 Jackson Ream Director NCNB Texas National Bank P.O. Box 225961 Dallas, TX 75265 Nelson Schaenen Jr. Director Weiss, Peck & Greer One New York Plaza New York, NY 10004 Robert J. Grosso Director 95 Wall Street New York, NY 10005 John T. Sullivan Director 95 Wall Street New York, NY 10005 Kathryn S. Head Director 581 Main Street Woodbridge, NJ 07049 Ada M. Suchow Vice President 95 Wall Street New York, NY 10005 William M. Lipkus Chief Accounting Officer 95 Wall Street New York, NY 10005 C-5 ITEM 26. Persons Controlled by or Under Common Control with the Depositor or Registrant There are no persons directly or indirectly controlled by or under common control with the Registrant. Set forth below are all persons controlled by or under common control with First Investors Life Insurance Company: Route 33 Realty Corporation (New Jersey). Ownership: 100% by First Investors Life Insurance Company; Principal Business: Real Estate; Subsidiary of First Investors Life Insurance Company. First Investors Consolidated Corporation (FICC) (Delaware). Ownership: Glenn O. Head is the controlling person of the voting stock; Principal Business: Holding Company; Parent of First Investors Life Insurance Company. Administrative Data Management Corp. (New York). Ownership: 100% owned by FICC; Principal Business: Transfer Agent; Affiliate of First Investors Life Insurance Company. Executive Investors Management Company, Inc. (Delaware). Ownership: 100% owned by FICC; Principal Business: Investment Advisor; Affiliate of First Investors Life Insurance Company. First Investors Asset Management Company, Inc. (Delaware). Ownership: 100% owned by FICC; Principal Business: Investment Advisor; Affiliate of First Investors Life Insurance Company. First Investors Corporation (New York). Ownership: 100% owned by FICC; Principal Business: Broker-Dealer; Affiliate of First Investors Life Insurance Company. First Investors Leverage Corporation (New York). Ownership: 100% owned by FICC; Principal Business: Inactive; Affiliate of First Investors Life Insurance Company. First Investors Management Company, Inc. (New York). Ownership: 100% of voting common stock owned by FICC; Principal Business: Investment Advisor; Affiliate of First Investors Life Insurance Company. First Investors Realty Company, Inc. (New Jersey). Ownership: 100% owned by FICC; Principal Business: Real Estate; Affiliate of First Investors Life Insurance Company. C-6 First Investors Resources, Inc. (Delaware). Ownership: 100% owned by FICC; Principal Business: Commodity Pool Operator; Affiliate of First Investors Life Insurance Company. Executive Investors Corporation. (Delaware). Ownership: 100% owned by FICC; Principal Business: Broker-Dealer; Affiliate of First Investors Life Insurance Company. First Financial Savings Bank, S.L.A. (FFSB) (New Jersey). Ownership: 100% owned by FICC, except Directors Qualifying Shares; Principal Business: Savings and Loan; Affiliate of First Investors Life Insurance Company. First Investors Credit Corporation (New Jersey). Ownership: 100% owned by FFSB; Principal Business: Inactive; Affiliate of First Investors Life Insurance Company. N.A.K. Realty Corporation (New Jersey). Ownership: 100% owned by FICC; Principal Business: Real Estate; Affiliate of First Investors Life Insurance Company. Real Property Development Corporation (New Jersey). Ownership: 100% owned by FICC; Principal Business: Real Estate; Affiliate of First Investors Life Insurance Company. First Investors Credit Funding Corporation (New York). Ownership: 100% owned by FICC; Principal Business: Sells commercial paper; Affiliate of First Investors Life Insurance Company. School Financial Management Services, Inc. (Ohio). Ownership: 100% owned by FICC; Principal Business: Tuition assistance program; Affiliate of First Investors Life Insurance Company. Specialty Insurance Group, Inc. (Delaware). Ownership: 100% owned by FICC; Principal Business: Insurance broker for specialized lines of insurance available to school systems; Affiliate of First Investors Life Insurance Company. ITEM 27. Number of Contractowners As of May 2, 1997, the number of owners of variable annuity contracts offered by First Investors Life Variable Annuity Fund A was 1,424 C-7 ITEM 28. Indemnification Article XIV of the By-Laws of First Investors Life Insurance Company provides as follows: "To the full extent authorized by law and by the Charter, the Corporation shall and hereby does indemnify any person who shall at any time be made, or threatened to be made, a party in any civil or criminal action or proceeding by reason of the fact that he, his testator or his intestate is or was a director or officer of the Corporation or served another corporation in any capacity at the request of the Corporation, provided, that the notice required by Section 62-a of the Insurance Law of the State of New York, as now in effect or as amended from time to time, be filed with the Superintendent of Insurance." Reference is hereby made to the New York Business Corporation Law, Sections 721 through 725. The general effect of this Indemnification will be to indemnify any person made, or threatened to be made, a party to an action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person, or that person's testator or intestate, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorney's fees, actually and necessarily occurred in connection with the defense or settlement of such action, or in connection with an appeal therein if such director or officer acted in good faith, for a purpose reasonably believed by that person to be in, and not opposed to, the best interests of the corporation and not otherwise knowingly unlawful. ITEM 29. Principal Underwriters (a) First Investors Corporation, Underwriter of the Registrant, is also underwriter for: First Investors Cash Management Fund, Inc. First Investors Fund For Income, Inc. First Investors Series Fund First Investors Government Fund, Inc. First Investors High Yield Fund, Inc. First Investors Global Fund, Inc. First Investors Multi-State Insured Tax Free Fund First Investors New York Insured Tax Free Fund, Inc. First Investors Insured Tax Exempt Fund, Inc. First Investors Tax-Exempt Money Market Fund, Inc. First Investors U.S. Government Plus Fund First Investors Series Fund II, Inc. C-8 First Investors Corporation is Sponsor of: First Investors Single Payment and Periodic Payment Plans I for Investment in First Investors Global Fund, Inc. First Investors Single Payment and Periodic Payment Plans II for Investment in First Investors Global Fund, Inc. First Investors Single Payment and Periodic Payment Plans for Investment in First Investors Fund For Income, Inc. First Investors Single Payment and Periodic Payment Plans for Investment in First Investors Government Fund, Inc. First Investors Periodic Payment Plans for Investment in First Investors High Yield Fund, Inc. First Investors Single Payment and Periodic Payment Plans for the Accumulation of Shares of First Investors Global Fund, Inc. First Investors Single Payment and Periodic Payment Plans for Investment in First Investors Insured Tax Exempt Fund, Inc. (b) The following persons are the officers and directors of First Investors Corporation: Name and Principal Position and Office with Business Address First Investors Corporation - ------------------ --------------------------- Glenn O. Head Chairman of the Board and Director 95 Wall Street New York, NY 10005 Lawrence A. Fauci Senior Vice President and Director 95 Wall Street New York, NY 10005 Kathryn S. Head Vice President, Chief Financial 581 Main Street Officer and Director Woodbridge, NJ 07095 Joseph I. Benedek Treasurer 581 Main Street Woodbridge, NJ 07095 Louis Rinaldi Senior Vice President 581 Main Street Woodbridge, NJ 07095 Jeremiah J. Lyons Director 56 Weston Avenue Chatham, NJ 07928 C-9 Frederick Miller Senior Vice President 581 Main Street Woodbridge, NJ 07095 Larry R. Lavoie Secretary and General Counsel 95 Wall Street New York, NY 10005 Marvin M. Hecker President 95 Wall Street New York, NY 10005 Howard M. Factor Vice President 95 Wall Street New York, NY 10005 Matthew Smith Vice President 581 Main Street Woodbridge, NJ 07095 Anne Condon Vice President 581 Main Street Woodbridge, NJ 07095 Robert J. Murphy Comptroller 581 Main Street Woodbridge, NJ 07095 John T. Sullivan Director 95 Wall Street New York, NY 10005 Jane W. Kruzan Director 232 Adair Street Decatur, GA 30030 Roger L. Grayson Director 95 Wall Street New York, NY 10005 Elizabeth Reilly Vice President 581 Main Street Woodbridge, NJ 07095 (c) Not Applicable ITEM 30. Location of Accounts and Records C-10 All accounts, books and other documents required to be maintained pursuant to Section 31(a) of the Investment Company Act of 1940, as amended, are located at the offices of First Investors Life Insurance Company, 95 Wall Street, New York, New York 10005. ITEM 31. Management Services Not applicable. ITEM 32. Undertakings Registrant hereby makes the following undertakings: (a) An undertaking to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted; (b) An undertaking to include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information; (c) An undertaking to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request. (d) Representation Regarding Reasonableness of Aggregate Contract Fees and Charges Pursuant to Section 26(a)(e)(2)(A) of the Investment Company Act of 1940 First Investors Life represents that the fees and charges deducted under the Contracts described in this Registration Statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by First Investors Life under the Contracts. First Investors Life bases its representations on its assessment of all of the facts and circumstances, including such relevant factors as: the nature and extent of such services, expenses and risks; the need for First Investors Life to earn a profit; and the regulatory standards for exemptive relief under the Investment Company Act of 1940 used prior to October 1996, including the range of industry practice. C-11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant represents that this Amendment meets all the requirements for effectiveness pursuant to Rule 485(b) under the Securities Act of 1933, and has duly caused this Post-Effective Amendment to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 21st day of April, 1997. FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A (Registrant) By /s/ Richard H. Gaebler ----------------------------- Richard H. Gaebler, President First Investors Life Insurance Company FIRST INVESTORS LIFE INSURANCE COMPANY (Depositor) By /s/ Richard H. Gaebler ---------------------- Richard H. Gaebler President As required by the Securities Act of 1933, this Amendment to this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: SIGNATURE TITLE DATE --------- ----- ---- /s/ Richard H. Gaebler President and Director May 16, 1997 - --------------------- Richard H. Gaebler /s/ Lawrence M. Falcon Senior Vice President May 16, 1997 - ---------------------- and Comptroller Lawrence M. Falcon Glenn O. Head* Chairman and Director May 16, 1997 Jay G. Baris* Director May 16, 1997 George V. Ganter* Director May 16, 1997 Robert J. Grosso* Director May 16, 1997 Scott Hodes* Director May 16, 1997 Jackson Ream* Director May 16, 1997 Nelson Schaenen Jr.* Director May 16, 1997 John T. Sullivan* Director May 16, 1997 Kathryn S. Head* Director May 16, 1997 Glenn T. Dallas* Director May 16, 1997 * By:/s/ Richard H. Gaebler ---------------------- Richard H. Gaebler Attorney-In-Fact Pursuant to Power of Attorney previously filed INDEX TO EXHIBITS Exhibit Number Description - ------- ----------- 99.N4.1 Board resolution creating the Separate Account 99.N4.2 Safekeeping Agreement 99.N4.3A Underwriting Agreement 99.N4.3B Specimen Variable Annuity Dealer Agreement 99.N4.4 Specimen Individual Variable Annuity Contract 99.N4.5 Form of application 99.N4.6A.1 Declaration of Intention and Charter of FIL 99.N4.6A.2 Certificate of Amendment 99.N4.6A.3 Certificate of Amendment 99.N4.6A.4 Certificate of Amendment 99.N4.6A.5 Certificate of Amendment 99.N4.6B By-Laws 99.N4.10B Powers of Attorney EX-99.N4.1 2 BOARD RESOLUTION FIRST INVESTORS LIFE INSURANCE COMPANY RESOLUTIONS OF BOARD OF DIRECTORS DECEMBER 4, 1979 MEETING RESOLVED, that in accordance with the "General Plan of Operations for Separate Account A" filed with the New York Insurance Department, First Investors Life Insurance Company shall establish Separate Account A for the purpose of funding non-qualified retirement programs and deferred compensation plans for individuals through the issuance of Variable Annuity Contracts. RESOLVED, the President is directed to do all things necessary or proper, in his discretion or judgement, to enable this Corporation to offer said Variable Annuity Contracts including, but without limiting the generality of such directions or authority, the filing of a registration statement and amendments thereto with the Securities and Exchange Commission; the filing of any necessary documents with the securities bureaus and insurance departments of the various states and the taking of all other action required by the laws of the United States or of the various states; the issuing of any preliminary and final prospectuses; and the payment of all fees, costs, and expenses incidental thereto. RESOLVED, that First Investors Life Insurance Company shall, at an appropriate time, purchase $125,000 mutual fund shares of a new First Investors special bond fund, the investments of which will comply with the investment requirements for a separate account as provided in New York Insurance Law. Said purchase shall be for the purpose of contributing said shares to Separate Account A to facilitate its orderly establishment and maintenance as provided in the "General Plan of Operations for Separate Account A". FURTHER RESOLVED, that the Chairman or President is hereby authorized to execute this investment transaction. EX-99.N4.3A 3 UNDERWRITING AGREEMENT UNDERWRITING AGREEMENT This agreement made this 16th day of April, 1987, by and between FIRST INVESTORS LIFE INSURANCE COMPANY (hereinafter referred to as "FIL"); First Investors Life Variable Annuity Fund A (hereinafter referred to as the "Separate Account") which is registered as a unit investment trust under the Investment Company Act of 1940, as amended, and FIRST INVESTORS CORPORATION (hereinafter referred to as the "Underwriter"). Witnesseth: FIL and the Separate Account invite the Underwriter to form a selling group of broker/dealers to distribute the Variable Annuity Contracts issued by FIL and the Separate Account (hereinafter referred to as the "selling group") and each broker/dealer joining such selling group (hereinafter referred to as a "member") shall do so pursuant to an effective dealer agreement with the Underwriter containing the following terms and conditions applicable to such selling group members and which ought to be included therein to make such terms and conditions enforceable against such members by FIL, the Separate Account and the Underwriter: 1. All applications for Variable Annuity Contracts shall be made on application forms supplied by FIL and all initial payments collected shall be remitted in full together with such application forms, signed by the applicants, directly to the executive office of FIL at 120 Wall Street, New York, N.Y. 10005. Checks or money orders in payment thereof shall be drawn to the order of "First Investors Life Insurance Company". Payments shall not be considered as received until the application has been accepted by FIL, except at the direction and risk of the applicant. After the initial payment has been made and the Variable Annuity Contract has been issued, the contract owner or participant shall make all, if any, future payments directly to FIL at such address as it may from time to time designate. 2. Applications shall be processed by FIL at the public offering price then in effect as described in the current Variable Annuity Contract prospectus. All applications are subject to acceptance or rejection by the FIL at its sole discretion. 3. When and so long as requested by the Underwriter, subject to the limitation that total commissions and concessions cannot exceed the percentages shown in Table A, FIL will make payment of concessions (commissions for members) directly to members with respect to the sale of Variable Annuity Contracts as directed by the Underwriter from time to time. Subject to the foregoing, FIL will make payment of the commissions for all Variable Annuity Contract premiums to the Underwriter as set forth in Table A attached, as consideration for the Underwriter's undertaking to assume, among other things, all costs associated with the distribution of the Variable Annuity Contracts, including sales literature and mutual fund prospectuses, but not including the Variable Annuity Contract prospectuses, Variable Annuity registration statements or Variable Annuity registration fees nor the Separate Account registration statements, reports and fees, nor any costs directly incurred by FIL or its employees in aiding the Underwriter in such distribution efforts. As required by Federal Securities Laws and regulations, all sales literature must be first submitted by the Underwriter for clearance with the appropriate regulatory authorities. Further, as required by State Insurance laws and regulations, all sales literature must be first submitted by FIL for prior clearance with the appropriate regulatory authorities. FIL and the Underwriter will cooperate in the development of such literature, as requested. No sales literature will be used unless both FIL and the Underwriter have given it prior approval. 4. In accepting this invitation, the Underwriter agrees: (a) That members will be made to understand that all applications and/or considerations for Variable Annuity Contracts are to be transmitted promptly to FIL at the appropriate address. (b) That all members will be made to understand that they are to distribute the Variable Annuity Contracts only in those jurisdictions in which such respective Variable Annuity Contracts are registered or qualified for sale or only through those member Registered Representatives who are fully licensed with FIL to sell Variable Annuity Contracts in the jurisdictions involved. 5. Any party shall have the right to cancel this agreement after a period of three years (commencing on the date the first Variable Annuity Contract is offered for sale). The signing of this agreement does not make it incumbent upon FIL to license any particular member's Registered Representative as a salesman of Variable Annuity Contracts. All matters dealing with the licensing of one of a member's Registered Representatives under any applicable state insurance law shall be a matter handled directly by the member and the Registered Representative involved; but FIL must be furnished proof of licensing before commission payments may be made. 6. No person is authorized to make any representations concerning the Variable Annuity Contracts except those contained in the prospectus for the Variable Annuity Contracts and any such information as may be released by FIL or the Underwriter as information supplemental to such prospectus. Additional costs of any prospectus and any printed information issued as supplemental to such prospectus shall be supplied by FIL to the Underwriter for members of the selling group in reasonable quantities upon request, or where appropriate, directly to the member's Registered Representative. 7. Any notice shall be deemed to have been given if mailed to the Underwriter's address as registered from time to time with the National Association of Securities Dealers, Inc. Notice is deemed given to FIL if mailed to its executive office address. 8. FIL and the Underwriter shall each comply with all applicable Federal and State laws, rules and regulations. Further, the Underwriter will by agreement arrange for each member of the selling group to do the same. 9. FIL agrees to indemnify and hold harmless the Underwriter and/or any member and each person, if any, who controls the Underwriter or any member, their agents and employees, against any and all loss, liability, claims, damage, and expenses whatsoever reasonably incurred in investigating or defending against any litigation commenced or threatened or any claim whatsoever arising out of any untrue or alleged untrue statement of a material fact contained in the prospectus, registration statement, in any sales material prepared by FIL or supplied to any member through the Underwriter by FIL or in any application ("application") filed in any state in order to qualify the same for sale or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 10. The Underwriter agrees and by agreement will arrange for each member of the selling group to indemnify and hold harmless FIL and each person, if any, who controls FIL, its agents, subsidiaries and employees, against any and all loss, liability, claims, damage, and expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating or defending against any litigation commenced or threatened or any claim (whatsoever) arising out of any untrue or alleged untrue statement or representation made (except as such statements may be made in reliance on the prospectus, registration statement and sales material supplied by FIL), the failure to deliver a currently effective prospectus, or the use of any unauthorized sales literature by the Underwriter or any member, and their employees, in connection with the sale of the subject Variable Annuity Contracts. 11. Nothing herein contained shall require FIL or the Underwriter or any member to take any action contrary to any provision of their charters or to any applicable statute or regulation. 12. This Agreement shall become effective as of the date hereof and shall continue in force and effect from year to year thereafter; provided, however, this Agreement shall terminate in the event of its "assignment" as such term is defined in the Investment Company Act of 1940, as amended. 13. This Agreement shall be construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate on the day and year first above written. FIRST INVESTORS CORPORATION FIRST INVESTORS LIFE INSURANCE COMPANY By /s/ David D. Grayson By /s/ Richard H. Gaebler -------------------- ---------------------- President President FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A By First Investors Life Insurance Company, Depositor By /s/ Larry M. Falcon Vice President TABLE A UNDERWRITER COMMISSIONS Kind of Policy Total Commission Individual Single payment: Less than 10,000............................... 8.50% $10,000 but less than $25,000.................. 7.75% $25,000 but less than $50,000 ................. 6.25% $50,000 but less than $100,000................. 4.75% $100,000 but less than $250,000................ 3.50% $250,000 but less than $500,000................ 2.50% $500,000 but less than $1,000,000.............. 2.00% $1,000,000 or over............................. 1.50% EX-99.N4.2 4 SAFEKEEPING AGREEMENT First Investors Life Insurance Company 120 Wall Street New York, New York 10005 December 13, 1979 Re: First Investors Life Variable Annuity Fund Safekeeping Agreement Gentlemen: This letter will confirm our agreement with respect to our designation of the United States Trust Company of New York, 45 Wall Street, New York, N.Y. 10005, as the safekeeping agent for the securities and similar investments of First Investors Life Variable Annuity Fund (the "Separate Account"). The United States Trust Company of New York has been duly designated and appointed by the Board of Directors of First Investors Life Insurance Company ("First Investors"), the Depositor for the Separate Account, as the safekeeping agent for the Separate Account's issued securities and similar investments pursuant to the Investment Company Act of 1940 and the rules and regulations of the Securities and Exchange Commission thereunder and securities purchased by First Investors pursuant to the maintenance of the Separate Account. The securities and similar investments of the Separate Account shall be deposited in the safekeeping of, or in a vault or other depository maintained by the Bank, and the securities and similar investments so deposited shall be physically segregated at all times from those of any other persons, firms or corporation. Any two of the following officers of First Investors are authorized and permitted to have access to the securities and similar investments so deposited, and such access to such securities and similar investments so deposited shall be had by two or more such persons jointly, in conjunction with authorized Bank employees. Name Title Signature - ---- ----- --------- Richard H. Gaebler, President /s/ Richard H. Gaebler Richard E. Scanlan, Vice President /s/ Richard E. Scanlan Lawrence M. Falcon, Comptroller /s/ Lawrence M. Falcon Access to such securities and similar investments shall be permitted to the properly authorized officers and employees of the Bank. Access to such securities and similar investments shall also be permitted, jointly with any two of the above designated officers of First Investors and with an authorized employee of the Bank, to an independent public accountant for the purpose of the examination of First Investors securities and similar investments required by the rules and regulations of the Securities and Exchange Commission. Such designation shall be signed by one of the above officers of First Investors. Such securities and similar investments shall at all times be subject to inspection by the Securities and Exchange Commission through its authorized employees or agents, accompanied by one or more of the officers or employees of the Bank and, unless otherwise directed by order of the Commission, by one or more of the designated officers of First Investors. Each person when depositing such securities or similar investments in, or withdrawing such from the Bank, or when ordering their withdrawal or delivery from the safekeeping of the Bank, shall sign a notation in duplicate in respect to such deposit, withdrawal or order which shall show (1) the date and time of deposit, withdrawal or order (2) the title and amount of the securities or similar investments deposited, withdrawn or ordered to be withdrawn, and an identification thereof by a certificate number or otherwise, (3) the manner of acquisition of the securities or similar investments deposited, or the purpose for which they have been withdrawn or order to be withdrawn and (4) if withdrawn and delivered to any other person, the name of such person. A copy of such notation shall be transmitted promptly by the Bank to the President of First Investors. Such notation shall be on serially-numbered forms and shall be preserved for at least one year. Such securities and similar investments shall be verified by complete examination of an independent public accountant designated in writing by First Investors at least once during each fiscal year. Such designation shall be signed by one of the officers above named. The Secretary and the President of First Investors and each of them, have been authorized and directed to certify to the Bank that resolutions incorporating the terms of this agreement, copies of which are attached, have been duly adopted, and to further certify the names and specimen signatures of the officers of First Investors referred to herein. First Investors undertakes to notify the Bank of any change in the names and signatures of the Officers of the Corporation designated above, and until the Bank actually receives such -2- notice it shall be entitled to rely on the designations herein set forth. The Bank shall have no responsibility for any failure of the representatives of First Investors or of the foregoing public accountants to make examination of securities or for any loss, damage or expense suffered or sustained by First Investors by reason of the acts or neglect of said persons arising out of or in connection with their access to said examination of the securities. All securities shall be registered in the name of First Investors or in the name of a Separate Account. With respect to the securities and other property held at any time in safekeeping hereunder, the Bank is hereby authorized: 1. To pay and charge to First Investor's account in accordance with its instructions the amount of the purchase price of securities purchased by First Investors for deposit with the Bank upon delivery of such securities. Such instructions shall specify the name of the issuer of the securities and a description thereof, the number of shares or principal amount purchased and any accrued interest or charges, the purchase price per unit and the name and address of the party to whom payment is to be made. 2. To release, assign and deliver securities held in the custody account in accordance with written instructions of First Investors specifying the quantity and describing the securities to be delivered, to whom delivery shall be made and the amount of the sales or redemption price to be received upon such delivery. Delivery shall be made against receipt by the Bank of a check of the specified recipient of such securities. Unless otherwise instructed by First Investors, such check shall be certified by the bank, trust company, national bank or other banking institution on which drawn, or shall be a cashier's or treasurer's check or draft of any bank, trust company, national bank or other banking institution. The Bank shall not be liable for the monies called for or represented by any such check or draft until actually received. 3. To charge the account of First Investors for all expenses, taxes or other charges or liabilities incurred by the Bank in connection with this custodian account and First Investors hereby agrees to indemnify the Bank against liability for all such items. The Bank shall give First Investors a written advice or confirmation concerning all sales, purchases or other disposal of securities in the custody account. The Bank shall be paid and may draw upon the account of First Investors after proper notice of such compensation and -3- reimbursement for all necessary and proper disbursements and expenses made or incurred by the Bank in carrying out the foregoing duties at such times as the parties may have agreed upon. The Bank will be responsible for the performance of only such duties as are set forth herein or contained in express instructions given to the Bank. The Bank will use the same care with respect to the safekeeping of property in the custody account as it uses in respect of its own similar property but it need not maintain any insurance for the benefit of First Investors. All collections of funds or other property paid or distributed in respect of property in the custody account shall be made at the risk of First Investors. The Bank will not be responsible for any act or omission, or for the solvency, of any broker or agent selected by First Investors to effect any transaction for its custody account. First Investors warrants its authority to deposit in the custody account any property received by the Bank therefor and to give instructions relative thereto. The Bank shall not be liable for any action taken in good faith pursuant to this agreement nor upon written instruction or Secretary's Certificate of First Investors, and shall be fully protected in relying upon the genuineness and legality of any such document which the Bank may in good faith believe to be validly executed. The Bank shall have no responsibility for the genuineness or validity of any instrument or other item deposited with you. It is agreed that the Bank's duties under this agreement are only such as are herein specifically provided, being purely ministerial in nature. First Investors covenants and agrees to indemnify and hold the Bank harmless from all taxes, charges, expenses, loss, damage, assessments, claims and liabilities, including the cost and expense of defending itself against any claim, whether valid or not, incurred or assessed against the Bank in connection with the performance of this agreement, except such as may arise from the Bank's active negligence, bad faith or willful misconduct. The Bank shall not be required to defend any action or legal proceedings which may be instituted against it in respect of the subject matter of this agreement unless requested to do so by First Investors and indemnified to the Bank's satisfaction against the cost and expense of such defense. The Bank shall not be required to institute legal proceedings of any kind. In the event that adverse or conflicting claims are made with respect to the funds or property deposited hereunder, the Bank may refuse to comply with any demands made upon it with respect thereto until such claims are resolved by mutual agreement or fully disposed of in appropriate legal proceedings, and in so doing the Bank shall -4- not incur any liability to any party or person interested in the subject matter of this agreement. Nothing in this agreement shall be construed to give any third party any rights against the Bank or to make the Bank a trustee, its liability as custodian under this agreement being that of a bailee for hire. The Bank shall be entitled as to any question arising in connection with its duties under this agreement to receive and act upon advice of counsel selected in good faith and with reasonable care (who may be First Investors counsel) at First Investors' expense and shall be without liability for any action taken or thing done in good faith in reliance upon such advice. This agreement may be terminated by either party on sixty (60) days written notice, except that if First Investors represents that in good faith it has been unable to obtain the services of a successor safekeeping agent during such time, the Bank agrees to continue to serve for up to an additional sixty (60) days. Upon First Investors' written instructions the Bank will deliver to a successor safekeeping agent at the Bank's office all securities held in safekeeping and First Investors agrees to pay the Bank's reasonable expenses in connection with such termination. Any notice of other instrument in writing for which provision is made in this agreement shall be sufficiently given if addressed to the party to whom such notice is intended to be proven, and mailed or delivered to its office as follows: To: United States Trust Company of New York 45 Wall Street New York, New York 10005 Attention: Custody Division To: First Investors Life Insurance Company 120 Wall Street New York, New York 10005 -5- This agreement shall be interpreted and governed by the laws of the State of New York and shall extend to and be binding upon the parties hereto and their respective successors and assigns, provided however that this agreement shall not be assignable by either party without the written consent of the other. Very truly yours, FIRST INVESTORS LIFE INSURANCE COMPANY By:/s/ Richard H. Gaebler Accepted this 13th day of December, 1979. UNITED STATES TRUST COMPANY OF NEW YORK By: illegible EX-99.N4.3B 5 VARIABLE ANNUITY DEALER AGREEMENT VARIABLE ANNUITY DEALER AGREEMENT --------------------------------- First Investors Corporation (the "Underwriter") and __________________________________________ (the "Dealer") enter this agreement this ________ day of April, 1997, for the purpose of authorizing the Dealer to offer and sell variable annuity contracts (the "Contracts") issued by First Investors Life Insurance Company and its Separate Account D, (which Separate Account and First Investors Life Insurance Company hereinafter referred to as the "Issuer") through the Underwriter, subject to the following provisions: 1. The Issuer is engaged in the issuance of the Contracts pursuant to Federal securities laws and the insurance laws of those states in which the Contracts have been qualified for sale. The Contracts are considered securities under the Securities Act of 1933, therefore, distribution of the Contracts is made through the Underwriter, a registered broker-dealer under the Securities Exchange Act of 1934 and a member of the National Association of Securities Dealers, Inc, ("NASD"). The authorization for the offer and sale of the Contracts provided by this agreement is subject to all provisions of the Underwriting Agreement between the Underwriter and the Issuer. 2. The Dealer certifies that it is a registered broker-dealer under the Securities Exchange Act of 1934 and a member of the NASD. The dealer agrees to abide by all rules and regulations of the NASD, including its Rules of Fair Practice, and to comply with all applicable state and Federal laws and the rules and regulations of authorized regulatory agencies affecting the sale of the Contracts. 3. The Dealer will select persons associated with it who are to be trained and qualified as agents to solicit applications for the Contracts in conformance with applicable state and Federal laws. Agents so trained and qualified will be registered representatives of the Dealer in accordance with the rules of the NASD and agents of the Issuer in accordance with the insurance laws of such jurisdictions as the Issuer may designate. The Dealer will notify the Issuer when one of his agents and registered representatives is fully licensed to sell Contracts. Such agents and registered representatives are to distribute the Contracts only in those jurisdictions in which the Contracts are qualified for sale. 4. The Dealer and the agent shall enter into an agreement before Contract sales are made in which the agent shall represent that he is or will become a registered representative of the Dealer in connection with the sale of the Contracts, that such activities will be under the supervision and control of the Dealer and that the agent's right to sell the Contracts is subject to his continued compliance with such agreement and the rules and procedures which may be established by the Dealer, Underwriter or the Issuer. 5. All applications for Contracts shall be made on application forms supplied by the Issuer and all initial payments collected shall be remitted in full together with such application forms, signed by the applicants, directly to the executive office of the Issuer at 95 Wall Street, New York, N.Y. 10005. Checks or money orders in payment thereof shall be drawn to the order of First Investors Life Insurance Company. Payments shall not be considered as received until the application has been accepted by the Issuer, except at the direction and risk of the applicant. After the initial payment has been made and the Contract has been issued, the contractowner or participant shall make all, if any, future payments directly to First Investors Life Insurance Company, 95 Wall Street, New York, N.Y. 10005 or at such other address as it may from time to time designate. 6. The Dealer will offer and sell the Contracts only in accordance with the terms and conditions of the then-current prospectus applicable to the Contracts and will make no representations not included in the prospectus or in any authorized supplemental material supplied by the Underwriter and the Issuer. The Dealer shall not use or permit the agents to use advertising media with regard to the Contracts and shall not use printed materials other than those supplied or approved by the Underwriter and the Issuer. Additional copies of any prospectus and any printed information issued as supplemental to such prospectus shall be supplied to the Dealer in reasonable quantities upon request. 7. All applications are subject to acceptance or rejection by the Issuer at its sole discretion. The Issuer will make payment of concessions directly to the Dealer with respect to the sale of Contracts as set forth in Table A attached. 8. As required by Federal Securities laws and regulations, all sales literature must be first submitted by the Underwriter for prior clearance with the appropriate regulatory authorities. Further, as required by State insurance laws and regulations, all sales literature must be first submitted by the Issuer, for prior clearance with the appropriate regulatory authorities. No sales literature will be used unless both the Issuer and the Underwriter have given it prior approval. 9. The Dealer's registered representatives will be made to understand that all applications and/or considerations for Contracts are to be transmitted promptly to the Issuer at the appropriate address. 10. The signing of this agreement does not make it incumbent upon the Issuer to license any particular Dealer's registered representative as a salesman of Contracts. All matters dealing with the licensing of one of the Dealer's registered representatives under any applicable state insurance law shall be a matter handled directly by the Dealer and the registered representative involved; but the Issuer must be furnished proof of licensing before commission payments may be made. 11. Any notice shall be deemed to have been given if mailed to the Underwriter's address or the Dealer's address as registered from time to time with the National Association of Securities Dealers, Inc. Notice is deemed given to the Issuer if mailed to its executive office address at 95 Wall Street, New York, N.Y. 10005. 12. The Dealer understands and agrees that if performing the services covered by this agreement, it is acting in the capacity of an independent contractor and not an agent or employee of either the Underwriter or Issuer and that no party to this agreement shall be liable for any obligation, act or omission of the other. 13. The Issuer has agreed with the Underwriter to indemnify and hold harmless the Underwriter and the Dealer and each person, if any, who controls the Underwriter or the Dealer, their agents and employees, against any and all loss, liability, claims, damage, and expenses whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating or defending against any litigation commenced or threatened or any claim whatsoever) arising out of any untrue or alleged untrue statement of a material fact contained in the prospectus, registration statement, in any sales material prepared by the Issuer or supplied to the Dealer through the Underwriter by the Issuer or in any application filed in any state in order to qualify the same for sale or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 14. The Dealer will indemnify and hold harmless the Issuer or the Underwriter and each person, if any, who controls the Issuer or the Underwriter, their agents, subsidiaries and employees, against any and all loss, liability, claims, damage, and expenses whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating or defending against any litigation commenced or threatened or any claim whatsoever) arising out of any untrue or alleged untrue statement or representation made (except as such statements may be made in reliance on the prospectus, registration statement and sales material supplied by the Issuer or the Underwriter), the failure to deliver a currently effective prospectus, or the use of any unauthorized sales literature by the Dealer, and its employees, in connection with the sale of the Contracts. 15. This agreement may not be assigned except by mutual consent and shall continue for a period of one year and from year to year thereafter, subject to termination by any party upon 60 days prior written notice to the other parties, except that in the event the Dealer shall cease to be a registered broker-dealer or a member of NASD, this agreement shall immediately terminate. 16. Failure of any party to terminate this agreement for any of the causes set forth in this agreement shall not constitute a waiver of the right to terminate this agreement at a later time for any such causes. 17. Within a reasonable time after execution of this agreement, the Underwriter reserves the right to draw a report concerning the Dealer from a qualified agency, which report must be to the satisfaction of the Underwriter. In the event that the report proves unsatisfactory, this agreement shall be canceled effective upon receipt by the Dealer of notification to this effect. 18. This agreement shall be construed in accordance with the laws of the State of New York. FIRST INVESTORS CORPORATION By: _____________________________________ _____________________________________ Dealer By: _____________________________________ TABLE A DEALER CONCESSIONS Kind of Policy Dealer Concessions -------------- ------------------ Individual Single payment: Less than $25,000............................... % $25,000 but less than $50,000.................. % $50,000 but less than $100,000................. % $100,000 but less than $250,000................ % $250,000 but less than $500,000................ % $500,000 but less than $1,000,000.............. % $1,000,000 and over............................ % EX-99.N4.4 6 VARIABLE ANNUITY CONTRACT VARIABLE ANNUITY CONTRACT CONTRACT NUMBER Annuitant Date of Issue Issue Age Purchase Payment Maturity Date Single Payment Deferred Variable Annuity Accumulation of Values on a Variable Basis Annuity Payment Options on Variable or Fixed Basis Non-Participating FIRST INVESTORS LIFE INSURANCE COMPANY First Investors Life agrees to pay the benefits and other rights described in this contract in accord with the terms of this contract. Signed for First Investors Life Insurance Company at its Home Office in New York, New York. /s/Richard H. Gaebler Richard H. Gaebler, President /s/Andrew J. Donohue Andrew J. Donohue, Secretary 10-DAY RIGHT TO EXAMINE CONTRACT During a period of 10 days from the date this Contract is delivered to the Owner, it may be surrendered to the Company together with a written request for cancellation of the Contract and, in such event, the Company will pay to the Owner an amount equal to the sum of (i) the difference between the Single Purchase Payment made under this Contract and the Net Single Purchase Payment applied under this Contract and (ii) the Accumulated Value of this Contract on the date of surrender. THE ANNUAL INVESTMENT RETURN REQUIRED TO MAINTAIN LEVEL VARIABLE ANNUITY PAYMENTS IS 4.25 PERCENT (AFTER ANY APPLICABLE TAXES, BUT BEFORE ASSET CHARGES TOTALING .75 PERCENT FOR MORTALITY AND EXPENSE RISKS AND MANAGEMENT FEES WHICH WILL NOT EXCEED .75 PERCENT OF NET ASSETS OF MUTUAL FUND IN WHICH SEPARATE ACCOUNT ASSETS ARE INVESTED). ANNUITY PAYMENTS AND OTHER VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED-DOLLAR AMOUNT. ALPHABETICAL GUIDE PAGE ACCUMULATION UNITS.............................................5 ACCUMULATION UNIT VALUE........................................6 ADJUSTMENT OF MONTHLY PAYMENT..................................7 ALLOCATION OF ANNUITY..........................................6 AMOUNT OF FIRST ANNUITY PAYMENT................................6 ANNUITY TABLES.................................................9 ANNUITY UNIT VALUE.............................................6 ASSIGNMENT.....................................................4 BENEFICIARY CHANGE.............................................8 BENEFICIARY DESIGNATION........................................8 CHANGE OF CONTRACT.............................................5 CHARGES AGAINST THE SEPARATE ACCOUNT...........................5 CHOICE OF ANNUITY OPTION.......................................6 CLAIMS OF CREDITORS............................................5 CONTRACT.......................................................4 CONTROL........................................................4 DEATH OF ANNUITANT.............................................7 DEATH OF BENEFICIARY...........................................8 DEFINITIONS....................................................4 ELECTION OF ANNUITY OPTIONS....................................7 FIXED ANNUITY..................................................7 INCONTESTABILITY...............................................4 INVESTMENTS OF THE SEPARATE ACCOUNT............................5 MATURITY DATE..................................................6 MISTATEMENT OF AGE OR SEX......................................4 MORE FAVORABLE PAYMENT OPTION..................................7 NET INVESTMENT FACTOR..........................................5 NET SINGLE PURCHASE PAYMENT....................................5 NONPARTICIPATING...............................................5 OWNERSHIP OF ASSETS............................................4 PROOF OF AGE...................................................5 PROOF OF SURVIVAL..............................................5 REPORTS........................................................5 SEPARATE ACCOUNT-GENERAL.......................................5 SETTLEMENT.....................................................5 SINGLE PURCHASE PAYMENT........................................5 SURRENDER OPTION...............................................7 VALUATION OF ASSETS............................................6 VARIABLE ANNUITY...............................................6 VOTING RIGHTS..................................................4 WITHDRAWAL OPTION..............................................8 POLICY PROVISIONS PAGE GENERAL PROVISIONS.............................................4 PURCHASE PAYMENTS..............................................5 SEPARATE ACCOUNT...............................................5 BENEFITS.......................................................6 BENEFICIARY....................................................8 CONTRACT DATA CONTRACT NUMBER 300000 ANNUITANT JOHN A. DOE DATE OF ISSUE NOVEMBER 15, 1993 ISSUE AGE 36 PURCHASE PAYMENT $10,000.00 MATURITY DATE DECEMBER 1, 2042 SEPARATE ACCOUNT FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A MUTUAL FUND FIRST INVESTORS SPECIAL BOND FUND NET PAYMENT FACTOR 0.9300 UNIT EFFECTIVE DATE SEPTEMBER 8, 1982 OWNER ANNUITANT BENEFICIARY DESIGNATION REFER TO ENCLOSED APPLICATION General Provisions 1. DEFINITIONS As used in this Contract, the term: (a) "Separate Account" means the account shown as such on page 3. (b) "Valuation Date" means any date on which the New York Stock Exchange is open for trading; (c) "Valuation Period" means the period starting on the day after any Valuation Date and ending on the next such Date; (d) "Accumulation Unit" means a unit used to measure the value of an Owner's interest in the Separate Account prior to the date on which annuity payments commence; (e) "Annuity Unit" means a unit used to determine the amount of each annuity payment after the first; (f) "Accumulated Value" means the value of all the Accumulation Units credited to this Contract; (g) "Purchase Payment" means an amount paid to the Company under this Contract as a payment for the benefits described herein; (h) "Variable Annuity" means an annuity with annuity payments varying in amount in accordance with the net investment experience of the Separate Account; i) "Fixed-Dollar Annuity" means an annuity with annuity payments which stay fixed as to dollar amount throughout the payment period; (j) "Attained Age" of the Annuitant on any date after the Date of Issue means the age of the Annuitant at issue as shown on page 3 plus the number of years elapsed from the Date of Issue to such date; and (k) "Annuity Commencement Date" means the date on which annuity payments are to commence. Also referred to as "Maturity Date" in this Contract. 2. CONTRACT This Contract, the application, and any riders attached to this Contract constitute the whole contract. Only the President, a Vice President, the Secretary, or an Assistant Secretary of the Company has the power, on behalf of the Company, to change, modify or waive any provisions of this Contract. Any changes, modifications, or waivers must be in writing. The Company will not be bound by any promises or representations made by any agent or other person except as specified above. 3. CONTROL Consistent with the terms of any Beneficiary designation and any assignment, the Owner may, during the lifetime of the Annuitant: 1. assign this Contract or surrender it in whole or in part; 2. amend or change this Contract with the consent of the Company; and 3. exercise any right, receive any benefit, or enjoy any privilege in this Contract. The Company reserves the right to require this Contract for endorsement of any assignment or change. 4. INCONTESTABILITY This Contract will not be contested. 5. MISSTATEMENT OF AGE OR SEX If the age or the sex of the Annuitant has been misstated, the benefits in this Contract will be those which the Net Single Purchase Payment would have bought for the right age and sex. Any amounts which should have been in the payments made by the Company before the error was found will be made up right away. Any excess amounts in the payments made by the Company before the error was found will be charged against the payments which are due later. 6. ASSIGNMENT No assignment of this Contract shall be binding on the Company unless it is in writing and filed with the Company at its Home Office. The Company will assume no responsibility for the validity or sufficiency of any assignment. Unless otherwise provided in the assignment, the interest of any revocable beneficiary shall be subordinate to the interest of any assignee, regardless of when the assignment was made and the assignee shall receive any sum payable to the extent of his interest. 7. OWNERSHIP OF THE ASSETS The Company shall have exclusive and absolute ownership and control of its assets, including all assets in the Separate Account. 8. VOTING RIGHTS The Owner shall have the right to vote only at the meetings of the Fund. Ownership of this Contract shall not entitle any person to vote any meeting of shareholders of the Company. Votes attributable to the Contract shall be cast in conformity with applicable law. 9. REPORTS At least once each Contract Year the Company shall mail a report to the Owner. The report shall be mailed to the last address known to the Company. The report shall include a statement of the number of units credited to this Contract and the dollar value of such units. The information in the report shall be as of a date not more than two months prior to the date of mailing the report. The company shall also mail to the Owner at least once in each Contract Year, a report of the investments held in the Separate Account under this Contract. 10. PROOF OF AGE Any annuity payment will be subject to proof of age of the payee which the Company will accept. 11. PROOF OF SURVIVAL The Company has the right to ask for proof that the person on whom the payment is based is alive when each payment is due. 12. SETTLEMENT Any payment by the Company under this Contract is payable at its Home Office. 13. CLAIMS OF CREDITORS To the extent allowed by law, Proceeds will not be subject to any claims of creditors. 14. CHANGE OF CONTRACT The Company keeps the right to change this Contract to meet the requirements of the Investment Company Act of 1940 or other applicable federal or state laws or regulations. 15. NONPARTICIPATING This Contract is nonparticipating. It will not share in the surplus earnings of the Company. Purchase Payments 16. SINGLE PURCHASE PAYMENT The Single Purchase Payment is due on the Date of Issue; and must be at least $2,000. 17. NET SINGLE PURCHASE PAYMENT The Net Single Purchase Payment is equal to the Net Payment Factor shown on page 3 times the Single Purchase Payment less premium taxes. The Company will use the Net Single Purchase Payment on the day it is received at the Home Office to provide accumulation units, the number of which will be based on that day's value of such units. Separate Account 18. GENERAL The Separate Account is a segregated investment account maintained by the Company. A part of the assets of the Separate Account have been allocated for this and certain other Contracts. The assets of the Separate Account are held apart from the assets of the Company. Charges against these assets do not arise out of any other business of the Company. 19. INVESTMENT OF THE SEPARATE ACCOUNT The assets of the Separate Account will be invested in shares of the mutual fund shown on page 3 ("Fund"). The Fund is registered under the Investment Company Act of 1940, as amended (the "Act"). The Company may, in its discretion, invest the assets in shares of any other fund or investment allowed by law. All distributions from the Fund will be reinvested and kept as assets. When needed to pay for surrenders, shares of the Fund held by the Separate Account will be redeemed at net asset value. 20. ACCUMULATION UNITS This Contract will be credited with the number of Accumulation Units of the Separate Account bought by the amount of the Net Single Purchase Payment allocated to the Separate Account. 21. CHARGES AGAINST THE SEPARATE ACCOUNT The Company deducts an amount equal on a yearly basis to .75% of the daily net asset value of the Separate Account. This is to pay it for taking on mortality and expense risks. About 80% of this charge is for mortality risk and 20% for expense risk. 22. NET INVESTMENT FACTOR The net investment factor for the Separate Account for any Valuation Period is obtained by dividing (a) by (b) and subtracting (c) from the result, where: (1) the net asset value per share of the Fund at the end of the current Valuation Period, plus: (2) the per share amount of any dividend or capital gains distributions made by the Fund during the current Valuation Period, plus or minus: (3) a per share charge or credit for any taxes reserved for. (b) is the result of: (1) the net asset value per share of the Fund as of the end of the preceding Valuation Period, plus or minus: (2) the per share charge or credit for any taxes reserved for the preceding Valuation Period. (c) is a factor for the charges deducted for mortality and expense risks. 23. VALUATION OF ASSETS Fund shares held in the Separate Account will be valued at their net asset value. Other assets will be valued at fair market value. 24. ACCUMULATION UNIT VALUE The value of an Accumulation unit was set at $1.00 on the Unit Effective Date. The value for a later period is obtained by multiplying the unit value at the start of the period by the Net Investment Factor for the period from its start to its end. The unit value may rise or fall based on investment results. 25. ANNUITY UNIT VALUE The value of an Annuity Unit was set at $1.00 on the Unit Effective Date. The value for a later period is obtained by first multiplying the unit value at the start of the period by the Net Investment Factor for the period from its start to its end and then multiplying the result by a factor which offsets the effect of the assumed interest rate of 3.5% per year built into the tables used in the Contract. Benefits 26. MATURITY DATE Annuity payments will start on the Maturity Date shown on page 3. On written request, it may be changed. But it will not be deferred beyond the Contract Anniversary on which the attained age of the Annuitant is 85. 27. CHOICE OF ANNUITY OPTION A choice of Annuity Option should be made by the Owner at least 30 days before the Maturity Date. If a choice is not made on time, payments will start on the Maturity Date on a Variable Annuity basis with the Annuity Option as 10 years certain or life. Once payments start, no further choice is allowed. 28. AMOUNT OF FIRST ANNUITY PAYMENT 7 days before the Maturity Date, any premium taxes not yet deducted will be deducted from the Accumulated Value to determine the Net Accumulated Value. Such value will then be applied to the proper Annuity Table on page 9 or 10 to determine the amount of the first monthly annuity payment. The amount of each payment depends on the sex and adjusted age of the Annuitant and Joint Annuitant, if any, at the Maturity Date. The adjusted age is determined at the time the first payment is due. For a payee born prior to 1900, the adjusted age is the actual age. For a payee born 1900 or later, the adjusted age is the actual age minus four years and also minus one year for each completed five years during the period from 1900 to the payee's year of birth. The Company may, at its option, credit interest above the 3.5% per year rate built into the table used in this Contract. 29. ALLOCATION OF ANNUITY When the Owner makes a choice as to annuity option, he or she will also choose between a Fixed Annuity, a Variable Annuity or any combination of the two. If a choice is not made at least 30 days before the Maturity Date, as stated in Section 27, payments will be made on a Variable Annuity basis. 30. VARIABLE ANNUITY A Variable Annuity is one with payments which vary as to dollar amount through the annuity period based on the investment results of the Separate Account. The method by which the amount of the first monthly payment is determined is shown in Section 28. Each payment for any due date after the first will be determined by multiplying the Annuity Unit Value on the date seven days prior to the date on which the payment is due by a constant number of Annuity Units. The constant number of Units is determined by dividing the dollar amount of the first payment by the then current value of an Annuity Unit on the date the first payment is due. The Company guarantees that the dollar amount of each payment after the first will not be affected by variations in mortality or expense experience from the mortality and expense assumptions on which the first payment is based. 31. FIXED ANNUITY A Fixed Annuity is one with payments which stay fixed as to dollar amount through the annuity period. The method by which the amount of the first monthly payment is determined is shown in Section 28. Later payments will not be less than the first but a later payment may be more than the first if the Company credits interest above the rate built into the tables. 32. ADJUSTMENT OF MONTHLY PAYMENT If the Net Accumulated Value on the Maturity Date is less than $2,000, the Company shall have the right to pay such value in one sum in lieu of payments otherwise provided for. If the Net Accumulated Value is not less than $2,000 but either the Variable Annuity or the fixed Annuity Payments provided for would be or become less than $20, the Company shall have the right to change the frequency of payment to such intervals as will result in payments of at least $20. 33. MORE FAVORABLE PAYMENT OPTION At the time fixed annuity payments begin, the single premium fixed annuity rates then in use by the Company will be used if they provide a payment amount to the payee greater than that shown in the table on page 9 or 10. Each $1,000 of cash value shall be considered to be $1,030 for the purpose of using the single premium annuity rates. 34. ELECTION OF ANNUITY OPTIONS The Owner may elect to have annuity payments made under any one of the Annuity Options described below or in any other manner agreeable to the Company. Any such election shall be made in writing to the Company at its Home Office at least 30 days before the Maturity Date. The election may be changed in the same manner at any time prior to the surrender of this Contract. If the amount of payments for different guaranteed periods are the same at any given age, the Company will deem the longer period certain to have been chosen. Option 1 - Life Annuity - An annuity payable monthly during the lifetime of the Annuitant, ceasing with the last payment due prior to his or her death. Option 2a - Joint and Survivor Life Annuity - An annuity payable monthly during the joint lifetime of the Annuitant and the Joint Annuitant and continuing, after the death of either, during the lifetime of the survivor, ceasing with the last payment due prior to the death of the survivor. Option 2b - Joint and Two-Thirds to Survivor Life Annuity - An annuity payable monthly during the joint lifetime of the Annuitant and the Joint Annuitant and continuing, after the death of either, during the lifetime of the survivor with two-thirds payments, ceasing with the last payment due prior to the death of the survivor. Option 2c - Joint and One-Half to Survivor Life Annuity - An annuity payable monthly during the joint lifetime of the Annuitant and the Joint Annuitant and continuing, after the death of either, during the lifetime of the survivor with one-half payments, ceasing with the last payment due prior to the death of the survivor. Options 3 - Life Annuity with 60, 120, 240 Monthly Payments Guaranteed - An annuity payable monthly during the lifetime of the Annuitant, with the guarantee that if, at his or her death, payments have been made for less than 60, 120, 240 monthly periods, as elected, any guaranteed annuity payments will be continued during the remainder of the selected period to the Beneficiary. Option 4 - Unit Refund Life Annuity - An annuity payable monthly during the lifetime of the Annuitant, with the last payment due prior to his or her death, provided further that, at such death, the Beneficiary will receive an additional payment of the then dollar value of the number of Annuity Units equal to the excess, if any, of (a) over (b) where (a) is the total amount applied under the option divided by the Annuity Unit Value at the Maturity Date and (b) is the product of the number of Annuity Units represented by each payment and the number of payments made. When this option is applied as a Fixed Annuity (a) shall be the Accumulated Value applied at the Maturity Date to the Fixed Annuity, (b) shall be the sum of all Fixed Annuity Payments made. 35. DEATH OF ANNUITANT On receipt of due proof of the death of the Annuitant before Annuity Payments have begun, the Company will pay to the Beneficiary the Accumulated value of the Contract as of the day on which written notice of death is received by the Company or the Purchase Payment whichever is greater. On receipt of due proof of death of the Annuitant after Annuity Payments have begun under an Annuity Option, if any Payments remain under the Option they will be paid to the Beneficiary as provided by the Option. Unless otherwise provided in the Beneficiary designation, if no Beneficiary survives the Annuitant, the proceeds will be paid in one sum to the Owner, if living; otherwise, to the Owner's estate. 36. SURRENDER OPTION The Owner may turn this Contract in for its Surrender Value effective on the date on which the request in writing is received at the Home Office. The value will be the Net Accumulated Value on that date. Any cash payment will be mailed within 7 days after receipt of a proper request; but the Company may be allowed to defer the payment under the Investment Company Act of 1940 as it is in effect at that time. The Surrender Option is not available after the Maturity Date. 37. WITHDRAWAL OPTION The Owner may withdraw a part of the Surrender Value of this Contract effective on the date on which the request in writing is received at the Home Office. If less than $1,500 is left as the value of the Contract, the Company will charge a fee of $7.50 per year. This fee will be deducted from the value of the contract each year on the anniversary of the date when the value first went below $1,500. Any cash payment will be mailed within 7 days after receipt of a proper request; but the Company may be allowed to defer the payment under the Investment Company Act of 1940 as it is in effect at that time. The Withdrawal Option is not available after the Maturity Date. Beneficiary 38. BENEFICIARY DESIGNATION The Beneficiary named in the application for this Contract will receive the Proceeds when the Annuitant dies unless the designation has been changed by the owner. 39. BENEFICIARY CHANGE The Owner may change the designation while the Annuitant is alive unless otherwise provided in the previous designation. A change of designation will revoke any previous designation. A change may be made by filing a written request with the Home Office. The request must be in a form acceptable to the Company. The Company may require this Contract for endorsement of a change. 40. DEATH OF BENEFICIARY Unless otherwise provided, if any Beneficiary dies before the Annuitant, his or her interest will pass to any other Beneficiaries according to their respective interests. If the Beneficiary dies while receiving any remaining Annuity Payments due after the death of the Annuitant, the value of the remainder of such Annuity Payments will be paid in one sum to the Beneficiary's estate. ANNUITY TABLES DOLLAR AMOUNT OF THE MONTHLY ANNUITY PAYMENT WHICH IS PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED OPTIONS 1, 3 AND 4 - SINGLE LIFE ANNUITIES
- ---------------------------------------------------------------------------------------------------------- Monthly Payments Guaranteed - ---------------------------------------------------------------------------------------------------------- Adjusted Age None 60 120 240 Unit Refund - ---------------------------------------------------------------------------------------------------------- Male Female Option 1 Option 3 Option 3 Option 3 Options 4 - ---------------------------------------------------------------------------------------------------------- 50 54 $4.74 $4.73 $4.69 $4.52 $4.53 51 55 4.84 4.83 4.78 4.58 4.60 52 56 4.94 4.92 4.87 4.65 4.67 53 57 5.04 5.03 4.97 4.71 4.75 54 58 5.16 5.14 5.07 4.78 4.84 55 59 5.28 5.25 5.18 4.85 4.93 56 60 5.40 5.38 5.29 4.91 5.02 57 61 5.54 5.51 5.41 4.98 5.12 58 62 5.69 5.65 5.53 5.05 5.22 59 63 5.84 5.80 5.66 5.11 5.32 60 64 6.01 5.95 5.79 5.18 5.44 61 65 6.18 6.12 5.94 5.24 5.56 62 66 6.37 6.30 6.08 5.30 5.68 63 67 6.57 6.49 6.24 5.36 5.82 64 68 6.79 6.69 6.40 5.41 5.96 65 69 7.02 6.91 6.57 5.46 6.10 66 70 7.27 7.14 6.74 5.51 6.26 67 71 7.54 7.38 6.91 5.55 6.43 68 72 7.83 7.64 7.10 5.59 6.60 69 73 8.14 7.91 7.28 5.62 6.78 70 74 8.48 8.20 7.47 5.65 6.98 71 75 8.84 8.51 7.66 5.68 7.19 72 76 9.23 8.84 7.85 5.70 7.41 73 77 9.65 9.18 8.04 5.71 7.65 74 78 10.11 9.55 8.23 5.72 7.89 75 79 10.61 9.93 8.41 5.73 8.16
OPTION 2a-JOINT AND SURVIVOR LIFE ANNUITY
Adjusted Age of Joint Annuitant Adjusted Age of Annuitant - ------------------------------------------------------------------------------------------------------------------------------ Male 51 Male 56 Male 58 Male 61 Male Female Female 55 Female 60 Female 62 Female 65 - ------------------------------------------------------------------------------------------------------------------------------ 50 54 $4.21 $4.35 $4.40 $4.47 55 59 4.37 4.58 4.66 4.78 57 61 4.43 4.67 4.77 4.90 60 64 4.51 4.80 4.92 5.00 62 66 4.55 4.88 5.01 5.22 65 69 4.62 4.99 5.15 5.39 70 74 4.70 5.14 5.34 5.65 Adjusted Age of Joint Annuitant Adjusted Age of Annuitant - ---------------------------------------------------------------------------------------------------------- Male 63 Male 66 Male 71 Male Female Female67 Female70 Female 75 - ---------------------------------------------------------------------------------------------------------- 50 54 $4.51 $4.57 $4.64 55 59 4.85 4.94 5.07 57 61 4.99 5.10 5.26 60 64 5.20 5.36 5.59 62 66 5.36 5.54 5.82 65 69 5.56 5.81 6.19 70 74 5.88 6.23 6.83
OPTION 2b-JOINT AND TWO-THIRDS TO SURVIVOR LIFE ANNUITY
Adjusted Age of Joint Annuitant Adjusted Age of Annuitant - ------------------------------------------------------------------------------------------------------------------------------ Male 51 Male 56 Male 58 Male 61 Male Female Female 55 Female 60 Female 62 Female 65 - ------------------------------------------------------------------------------------------------------------------------------ 50 54 $4.58 $4.79 $4.89 $5.03 55 59 4.80 5.06 5.17 5.35 57 61 4.89 5.18 5.30 5.49 60 64 5.04 5.36 5.50 5.72 62 66 5.14 5.48 5.64 5.88 65 69 5.30 5.68 5.85 6.13 70 74 5.58 6.03 6.23 6.57 Adjusted Age of Joint Annuitant Adjusted Age of Annuitant - ---------------------------------------------------------------------------------------------------------- Male 63 Male 66 Male 71 Male Female Female67 Female70 Female 75 - ---------------------------------------------------------------------------------------------------------- 50 54 $5.13 $5.29 $5.56 55 59 5.47 5.67 6.00 57 61 5.63 5.84 6.20 60 64 5.87 6.12 6.54 62 66 6.05 6.32 6.79 65 69 6.32 6.64 7.19 70 74 6.82 7.21 7.95
OPTION 2c-JOINT AND ONE-HALF TO SURVIVOR LIFE ANNUITY
Adjusted Age of Joint Annuitant Adjusted Age of Annuitant - ------------------------------------------------------------------------------------------------------------------------------ Male 51 Male 56 Male 58 Male 61 Male Female Female 55 Female 60 Female 62 Female 65 - ------------------------------------------------------------------------------------------------------------------------------ 50 54 $4.79 $5.05 $5.17 $5.37 55 59 5.05 5.34 5.47 5.69 57 61 5.17 5.47 5.61 5.84 60 64 5.36 5.69 5.84 6.09 62 66 5.50 5.85 6.01 6.28 65 69 5.73 6.11 6.28 6.58 70 74 6.16 6.60 6.81 7.15 Adjusted Age of Joint Annuitant Adjusted Age of Annuitant - --------------------------------------------------------------------------------------------------------- Male 63 Male 66 Male 71 Male Female Female67 Female70 Female 75 - --------------------------------------------------------------------------------------------------------- 50 54 $5.51 $5.74 $6.17 55 59 5.85 6.12 6.61 57 61 6.01 6.29 6.81 60 64 6.28 6.58 7.15 62 66 6.47 6.79 7.41 65 69 6.79 7.15 7.83 70 74 7.41 7.83 8.66
The dollar amount of the monthly annuity payments for any age or combination of ages not shown in the above tables will be calculated on the same basis as the monthly annuity payments for those shown and may be obtained from the Company. EX-99.N4.5 7 FORM OF APPLICATION VAA APPLICATION FOR VARIABLE ANNUITY IN FIRST INVESTORS LIFE INSURANCE COMPANY NEW YORK, N.Y. - -------------------------------------------------------------------------------- 1. Name of Proposed Annuitant First Middle Last - -------------------------------------------------------------------------------- 2. Date of Birth Month Day Year - -------------------------------------------------------------------------------- 3. Sex: [__] Male [__] Female - -------------------------------------------------------------------------------- 4. Residence Address No. of Years __________ Street and No. __________________________________ City _______________ State ______ Zip Code ______ Social Security Number: [__][__][__] [__][__] [__][__][__][__] - -------------------------------------------------------------------------------- 5. Annuity Applied For: First Investors Life Variable Annuity Fund ______ Purchase Payment $ ______________ Check if IRA [__] - -------------------------------------------------------------------------------- 6. Will the proposed Contract replace any existing life insurance or annuity contracts? Yes [__] No [__] (If "Yes," list company, plan, year issued in Remarks) - -------------------------------------------------------------------------------- 7. Primary Beneficiary (Full Name) and Relationship Contingent Beneficiary, if any, and Relationship Except as otherwise directed: (A) the proceeds are to be divided equally among all surviving persons who are named as Primary Beneficiary, but if none survive, equally among all surviving persons who are named as Contingent Beneficiary and (B) the right to change the beneficiary is reserved. - -------------------------------------------------------------------------------- 8a. Proposed Annuitant will be Owner of Contract unless otherwise indicated below. Name of Owner: First Middle Last - -------------------------------------------------------------------------------- 8b. Owner Date of Birth: Month___ Day___ Year___ Residence Add: Street and No. _______________________________________ City _______________ State ______ Zip Code _______________ Relationship _____________________________________________ Social Security Number: [__][__][__] [__][__] [__][__][__][__] - -------------------------------------------------------------------------------- 9. Maturity Date: [__] Contract Anniversary Age [90] [__] Other ___________________ Cannot be deferred beyond first Contract anniversary following Annuitant's 90th birthday. - -------------------------------------------------------------------------------- 10. Select the Subaccounts and the percentage of payment to be allocated to each: Subaccount % Up to 5 Subaccounts __________ _____ can be selected __________ _____ __________ _____ __________ _____ __________ _____ Each % must be a whole number not less than 10% __________ _____ - -------------------------------------------------------------------------------- 11. Remarks (Include any special instructions) - -------------------------------------------------------------------------------- THE CONTRACT APPLIED FOR SHALL NOT BECOME EFFECTIVE UNTIL THIS APPLICATION HAS BEEN ACCEPTED BY THE COMPANY AT ITS HOME OFFICE. THIS APPLICATION WILL NOT BE ACCEPTED UNLESS THE OWNER HAS RECEIVED THE PROSPECTUS OF THE UNDERLYING MUTUAL FUND AND THE PROSPECTUS OF THE FIRST INVESTORS LIFE INSURANCE COMPANY VARIABLE ANNUITY FUND. MONEY TRANSMITTED TO THE COMPANY WITH THIS APPLICATION SHALL NOT BE APPLIED UNDER THE CONTRACT UNTIL THIS APPLICATION HAS BEEN ACCEPTED IN THE MANNER PRESCRIBED ABOVE. Receipt of a current prospectus describing the sales charges and the variable annuity contract issued by First Investors Life Insurance Company and a current prospectus of the underlying mutual fund which describes the pertinent data concerning the fund, is acknowledged. $_______ received with application and receipt given. THE CONTRACTUAL PAYMENTS OR VALUES UNDER THE VARIABLE ANNUITY PROVISIONS OF THE CONTRACT BEING APPLIED FOR ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNTS. THE ACCUMULATION VALUES UNDER THE VARIABLE ACCUMULATION PROVISIONS OF THE CONTRACT BEING APPLIED FOR ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNTS. Dated at ____________________________ this _______ day of ________ 19__ City State Signature of Witness _________________________ Proposed Annuitant ____________________ Signature of Owner ____________________ (If other than Proposed Annuitant) - - - - - - - - - - - - - - - - - - - - - - - - - - ALL PURCHASE PAYMENT CHECKS MUST BE MADE PAYABLE TO THE INSURANCE COMPANY DO NOT MAKE CHECK PAYABLE TO THE AGENT OR LEAVE THE PAYEE BLANK. Receipt to be given when any payment is collected with Application Received from _____________ the sum of $____ being the first full _____ payment to purchase an annuity contract on the life of ______________ for which an Application bearing the same number and date as this receipt is on this day made to First Investors Life Insurance Company. (Representative must sign here) _______________________ Dated at _______________________ this ____ day of ________________ 19,__ - -------------------------------------------------------------------------------- THIS QUESTION MUST BE ANSWERED BY AGENT To the best of my knowledge, a replacement of life insurance or an annuity is [__] [__] is not involved in this transaction. - -------------------------------------------------------------------------------- Commissions will be paid only to the agent whose signature appears below. If there are two agents, both must sign. __________________ _____________ __________ ____ _______ __________ Signature of Agent Name of Agent Ident. No. Manager Ident. No. __________________ _____________ __________ ____ _______ __________ Signature of Agent Name of Agent Ident. No. Manager Ident. No. EX-99.N4.6A.1 8 DECLARATION OF INENTION AND CHARTER DECLARATION OF INTENTION AND CHARTER of FIRST INVESTORS LIFE INSURANCE COMPANY (Pursuant to Section 48 of the New York Insurance Law) D E C L A R A T I O N We, the undersigned, all being natural persons of full age, and at least two thirds of us citizens of the United States, and at least three of us residents of the State of New York, do hereby declare our intention to form a stock corporation for the purpose of doing the kinds of insurance business authorized by Paragraphs "1", "2" and "3" respectively of Section 46 of the Insurance Law of the State of New York to the extent permitted by the Charter and for that purpose do adopt the following: C H A R T E R of FIRST INVESTORS LIFE INSURANCE COMPANY ARTICLE I The name of this corporation shall be FIRST INVESTORS LIFE INSURANCE COMPANY. ARTICLE II The place where this Corporation shall be located and where it shall have its principal office and place of business shall be in the City of New York, County of New York, and State of New York, and it shall have power to conduct its business wherever authorized by law. It shall have power by its Board of Directors to establish and maintain other and subordinate offices in this State and in other states, territories and countries. ARTICLE III The kinds of insurance or other business to be transacted by the Corporation shall be the following: A. Those kinds of insurance specified in Paragraphs "1", "2" and "3" of Section 46 of the Insurance Law of the State of New York, as now or hereafter amended, as follows: 1. "Life Insurance", meaning every insurance upon the lives of human beings and every insurance appertaining thereto. The business of life insurance shall be deemed to include the granting of endowment benefits; additional benefits in the event of death by accident or accidental means; additional benefits operating to safeguard the contract from lapse, or to provide a special surrender value, in the event of total and permanent disability of the insured; and optional modes of settlement of proceeds. 2. "Annuities", meaning all agreements to make periodical payments where the making or continuance of all or of some of a series of such payments, or the amount of any such payment, is dependent upon the continuance of human life, except payments made under the authority of paragraph one. Any such agreement made in connection with a qualified pension, profit-sharing or annuity plan may provide that any amounts paid to the insurer to provide annuities shall be allocated by the insurer to one or more separate accounts. 3. "Accident and health insurance", meaning (a) Insurance against death or personal injury by accident or by any specified kind or kinds of accident and insurance against sickness, ailment or bodily injury, including insurance providing disability benefits pursuant to article nine of the workmen's compensation law, except as specified in subparagraph (b) following; and (b) Non-cancellable disability resulting from sickness, ailment or bodily injury, (but not including insurance solely against accidental injury) under any contract which does not give the insurer the option to cancel or otherwise terminate the contract at or after one year from its effective date or renewal date. B. The cession of reinsurance of any or all risks taken by this Corporation and the assumption of reinsurance risks taken by other companies to the extent permitted by law. C. Such other kind or kinds of business as are necessarily or properly incidental to the kind or kinds of business which this Corporation is authorized to transact under A and B above. ARTICLE IV The mode and manner in which the corporate powers of this Corporation shall be exercised are through a Board of Directors and by such committees, officers and agents as said Board of Directors may appoint or elect. ARTICLE V The number of the Directors of this Corporation shall be not less than thirteen (13) nor more than twenty-one (21) persons, a majority of whom at all times shall be citizens and residents of the State of New York or of adjoining states and not less than three of whom shall be residents of the State of New York. The number of its directors shall be determined by the By-Laws of this Corporation but shall in no event be less than thirteen (13). The Directors of the Corporation need not be stockholders of the Corporation and each shall be elected at the annual meeting of stockholders of the Corporation by plurality of the whole number of shares voted at the meeting. Each director so elected shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified. Vacancies occurring in the Board of Directors in the intervals between annual meetings of stockholders shall be filled by a majority vote of the remaining Directors in office at a special meeting called for that purpose or at a regular meeting of the Board. Officers of the Corporation shall be elected annually at an organization meeting of the Board of Directors, notice of which need not be given, to be held annually immediately after the election of directors or at any other meeting, duly held, whenever a vacancy in any office shall occur. ARTICLE VI The names and post office residence addresses of the Directors who shall serve until the first annual meeting of this Corporation are: Name Address - ---- ------- Arthur K. Atkinson, Sr. Apt. 13D Frontenao 40 North Kingshighway St. Louis 8, Missouri John D. Case Timberland Lane Old Brookville, New York Harold M. Cole Union League Club 38 E. 37th St. New York, New York Edward B. Conway Bobolink Lane Greenwich, Conn. David D. Grayson 7 Melby Lane East Hills, New York Glenn O. Head 30 Winding Way Madison, New Jersey Harold Holden 25 Locust Lane Mt. Vernon, N.Y. Berkeley D. Johnson 33 Paddington Road Scarsdale, N.Y. John H. Kostmayer 536 E. 85 St. New York 28, New York Michael Marchese 68 Fair Hill Drive Long Meadow, Mass. John A. Onsa Parktowne Place Apt. 1614 North Philadelphia 30, PA. Rowland A. Robbins 655 Park Ave. New York 21, New York William E. Robinson Dairy Road Greenwich, Connecticut ARTICLE VII The duration of the Corporation shall be perpetual. ARTICLE VIII The amount of the capital stock of the Corporation shall be FIVE HUNDRED THOUSAND ($500,000) Dollars, consisting of TWO HUNDRED FIFTY THOUSAND (250,000) shares of capital stock of the par value of TWO ($2.00) Dollars each. ARTICLE IX Unless otherwise determined by the Board of Directors, no holder of any stock of the Corporation whether now or hereafter authorized or issued, shall, as such holder, have any right to purchase or subscribe for any new or additional issue of (1) shares of stock, or of any option or options, or other instrument or instruments, that shall confer upon the holder or holders thereof the right to subscribe for or to purchase or receive from the Corporation any shares of its stock, whether now or hereafter authorized, or (2) of any obligations which may be convertible into or exchangeable for any shares of stock of the Corporation, or to which shall be attached or appurtenant any option or options, or other instrument or instruments, that shall confer upon the holder or holders of such obligation, option or instrument the right to subscribe for, or to purchase or receive from the Corporation, any shares of its stock; and all such rights are waived by each such holder of the stock of the Corporation. ARTICLE X The annual meeting of stockholders shall be held on the third Monday of April in each and every year, and if that day be a legal holiday, then on the next succeeding business day. Notice of the time and place of such meeting shall be given as prescribed in the By-Laws and as required by law, including notice to the Superintendent of Insurance of the State of New York to the extent required by law. Holders of record of a majority of the shares of capital stock issued and outstanding, represented in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of stockholders, except as otherwise provided by law. In the absence of a quorum, the stockholders attending or represented at the time and place for which a meeting shall have been called, or any officer entitled to preside or act as secretary at such meeting, may adjourn the meeting from time to time, without notice other than by announcement at the meeting, until holders of the number of shares of stock requisite to constitute a quorum shall attend. At stockholders' meetings each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock held by him. The Board of Directors may fix a day, not more than forty (40) days prior to the day of holding any meeting of the stockholders as the day as of which stockholders entitled to notice of and to vote at such meeting shall be determined, and only stockholders of record on such day shall be entitled to notice of or to vote at such meeting. ARTICLE XI The Board of Directors shall have power to appoint from among their number an Executive Committee which, to the extent provided by the By-Laws and permitted by law, shall exercise the powers of the Board of Directors in the management of the property and affairs of the Corporation during the intervals between the meetings of the Board of Directors. ARTICLE XII The Board of Directors may adopt such By-Laws, not inconsistent with this Charter and the laws of this State, as may be deemed appropriate for the election and government of the officers of the Corporation and the conduct of its business and affairs, and the said Board shall have power to alter, amend, suspend and revoke the same. ARTICLE XIII The Corporation may issue both participating policies or contracts and non-participating policies or contracts, upon receiving a special permit from the Superintendent of Insurance of the State of New York so to do and in compliance with and pursuant to the provisions of Section 216 of the Insurance Law of the State of New York, as amended. ARTICLE XIV Each Director and each officer of the Corporation shall be indemnified by the Corporation against expenses actually and reasonably incurred by him, including attorneys' fees, in connection with any action, suit or proceeding to which he may be made a party by reason of his having been a director or officer of the Corporation (whether or not he continued to be a director or officer at the time of incurring such expenses) except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duty as such director or officer. The foregoing right of indemnification shall not be exclusive of any other right to which he may be entitled as a matter of law. IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed our seals this 10th day of July, 1962. /S/ John W. Brown /S/ John D. Case /S/ Harold M. Cole /S/ John Confort, Jr. /S/ Herbert J. Deitz /S/ David D. Grayson /S/ John H. Kostmayer /S/ Arthur J. Marangelo /S/ Robert D. Murdock /S/ Joseph M. O'Brien /S/ Rowland A. Robbins /S/ George J. Solomon /S/ John P. Sullivan STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 10th day of July, in the year nineteen hundred and sixty-two, before me personally came JOHN W. BROWN, to me personally known and known to me to be the person who executed the foregoing instrument, and he individually duly acknowledged before me that he executed the same. /S/ Grace C. Sorensen Grace C. Sorensen Notary Public, State of New York STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 10th day of July, in the year nineteen hundred and sixty-two, before me personally came JOHN D. CASE, to me personally known and known to me to be the person who executed the foregoing instrument, and he individually duly acknowledged before me that he executed the same. /S/ Grace C. Sorensen Grace C. Sorensen Notary Public, State of New York STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 10th day of July, in the year nineteen hundred and sixty-two, before me personally came HAROLD M. COLE, to me personally known and known to me to be the person who executed the foregoing instrument, and he individually duly acknowledged before me that he executed the same. /S/ Grace C. Sorensen Grace C. Sorensen Notary Public, State of New York STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 10th day of July, in the year nineteen hundred and sixty-two, before me personally came JOHN CONFORT, JR., to me personally known and known to me to be the person who executed the foregoing instrument, and he individually duly acknowledged before me that he executed the same. /S/ Grace C. Sorensen Grace C. Sorensen Notary Public, State of New York STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 10th day of July, in the year nineteen hundred and sixty-two, before me personally came HERBERT J. DEITZ, to me personally known and known to me to be the person who executed the foregoing instrument, and he individually duly acknowledged before me that he executed the same. /S/ Grace C. Sorensen Grace C. Sorensen Notary Public, State of New York STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 10th day of July, in the year nineteen hundred and sixty-two, before me personally came DAVID D. GRAYSON, to me personally known and known to me to be the person who executed the foregoing instrument, and he individually duly acknowledged before me that he executed the same. /S/ Grace C. Sorensen Grace C. Sorensen Notary Public, State of New York STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 10th day of July, in the year nineteen hundred and sixty-two, before me personally came JOHN H. KOSTMAYER, to me personally known and known to me to be the person who executed the foregoing instrument, and he individually duly acknowledged before me that he executed the same. /S/ Grace C. Sorensen Grace C. Sorensen Notary Public, State of New York STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 10th day of July, in the year nineteen hundred and sixty-two, before me personally came ARTHUR J. MARANGELO, to me personally known and known to me to be the person who executed the foregoing instrument, and he individually duly acknowledged before me that he executed the same. /S/ Grace C. Sorensen Grace C. Sorensen Notary Public, State of New York STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 10th day of July, in the year nineteen hundred and sixty-two, before me personally came ROBERT D. MURDOCK, to me personally known and known to me to be the person who executed the foregoing instrument, and he individually duly acknowledged before me that he executed the same. /S/ Grace C. Sorensen Grace C. Sorensen Notary Public, State of New York STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 10th day of July, in the year nineteen hundred and sixty-two, before me personally came JOSEPH M. O'BRIEN, to me personally known and known to me to be the person who executed the foregoing instrument, and he individually duly acknowledged before me that he executed the same. /S/ Grace C. Sorensen Grace C. Sorensen Notary Public, State of New York STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 10th day of July, in the year nineteen hundred and sixty-two, before me personally came ROWLAND A. ROBBINS, to me personally known and known to me to be the person who executed the foregoing instrument, and he individually duly acknowledged before me that he executed the same. /S/ Grace C. Sorensen Grace C. Sorensen Notary Public, State of New York STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 10th day of July, in the year nineteen hundred and sixty-two, before me personally came GEORGE J. SOLOMON, to me personally known and known to me to be the person who executed the foregoing instrument, and he individually duly acknowledged before me that he executed the same. /S/ Grace C. Sorensen Grace C. Sorensen Notary Public, State of New York STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 10th day of July, in the year nineteen hundred and sixty-two, before me personally came JOHN P. SULLIVAN, to me personally known and known to me to be the person who executed the foregoing instrument, and he individually duly acknowledged before me that he executed the same. /S/ Grace C. Sorensen Grace C. Sorensen Notary Public, State of New York EX-99.N4.6A.2 9 CERTIFICATE OF AMENDMENT CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF FIRST INVESTORS LIFE INSURANCE COMPANY UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW AND SECTION 53 OF THE INSURANCE LAW * * * * * WE, THE UNDERSIGNED, GLENN O. HEAD and RICHARD H. GAEBLER, being respectively the executive vice-president and the secretary of FIRST INVESTORS LIFE INSURANCE COMPANY hereby certify: 1. The name of the corporation is FIRST INVESTORS LIFE INSURANCE COMPANY. 2. The Certificate of Incorporation of said corporation was filed by the Superintendent of Insurance on the 6th day of September, 1962. 3. (a) The Certificate of Incorporation is amended to increase the capital stock of the corporation from $500,000, consisting of 250,000 shares of capital stock, par value $2 per share, to $1,310,000, consisting of 655,000 shares of capital stock, par value $2 per share. (b) To effect the foregoing Article VIII relating to the capital stock of the corporation is amended to read as follows: "The amount of the capital stock of the Corporation shall be ONE MILLION THREE HUNDRED TEN THOUSAND ($1,310,000.00) DOLLARS, consisting of SIX HUNDRED FIFTY-FIVE THOUSAND (655,000) shares of capital stock of the par value of TWO ($2.00) DOLLARS each." 4. The amendment was authorized by vote of First Investors Corporation, the sole shareholder of First Investors Life Insurance Company, at a meeting held January 21, 1965 upon notice pursuant to Section 605 of the Business Corporation Law of the State of New York. IN WITNESS WHEREOF, we have signed this certificate on the 21st day of January, 1965. /S/ Glenn O. Head --------------------- Glenn O. Head Executive Vice President /S/ Richard H. Gaebler --------------------- Richard H. Gaebler Secretary STATE OF NEW YORK ) : ss: COUNTY OF NEW YORK ) GLENN O. HEAD, being first duly sworn, deposes and says that he is the Executive Vice President of First Investors Life Insurance Company, tht he has read the foregoing certificate and knows the contents thereof and that the statements therein contained are true. /S/ Glenn O. Head --------------------- Sworn to before me this 21st day of January, 1965. /S/ Peter F. Huemme, Jr. - ------------------------ Peter F. Huemme, Jr. Notary Public, State of New York EX-99.N4.6A.3 10 CERTIFICATE OF AMENDMENT CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF FIRST INVESTORS LIFE INSURANCE COMPANY UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW AND SECTION 53 OF THE INSURANCE LAW * * * * * * * * * * * * WE, THE UNDERSIGNED, RICHARD H. GAEBLER and GRACE C. SORENSEN, being respectively the President and the Secretary of FIRST INVESTORS LIFE INSURANCE COMPANY hereby certify: 1. The name of the corporation is FIRST INVESTORS LIFE INSURANCE COMPANY. 2. The Certificate of Incorporation of said corporation was filed by the Superintendent of Insurance on the 6th day of September, 1962 and a Certificate of Amendment thereto was filed by the Superintendent of Insurance on the 9th day of April, 1965. 3. The amendment to the Certificate of Incorporation effected by this Certificate is as follows: The first and second paragraphs of Article X of the Certificate of Incorporation, relating to the Annual Meeting of Stockholders, are hereby amended so that the first paragraph is deleted and the second paragraph is amended to read as follows: "Notice of the time and place of the Annual Meeting of Stockholders shall be given as prescribed in the By-Laws and as required by law, including notice to the Superintendent of Insurance of the State of New York to the extent required by law." 4. The amendment was authorized by vote of the shareholders of First Investors Life Insurance Company at a meeting held June 4, 1974 upon notice pursuant to Section 605 of the Business Corporation Law of the State of New York. IN WITNESS WHEREOF, we have signed this certificate on the 1st day of October, 1974. /s/ Richard H. Gaebler ---------------------- Richard H. Gaebler President /s/ Grace C. Sorensen ---------------------- Grace C. Sorensen Secretary STATE OF NEW YORK ) : COUNTY OF NEW YORK ) RICHARD H. GAEBLER, being duly sworn, deposes and says that he is the President of First Investors Life Insurance Company, that he has read the foregoing certificate and knows the contents thereof and that the statements therein contained are true. /s/ Richard H. Gaebler ---------------------- Sworn to before me this 1st day of October, 1974 /s/ Winifred M. Veracka - ----------------------- Winifred M. Veracka Notary Public State of New York EX-99.N4.6A.4 11 CERTIFICATE OF AMENDMENT CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF FIRST INVESTORS LIFE INSURANCE COMPANY UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW AND SECTION 53 OF THE INSURANCE LAW * * * * * * * * * * * * * * * * WE, THE UNDERSIGNED, RICHARD H. GAEBLER and ANDREW J. DONOHUE, being respectively the President and the Secretary of FIRST INVESTORS LIFE INSURANCE COMPANY hereby certify: 1. The name of the corporation is FIRST INVESTORS LIFE INSURANCE COMPANY. 2. The Certificate of Incorporation of said corporation was filed by the Superintendent of Insurance on the 6th day of September, 1962 and Certificates of Amendment thereto were filed by the Superintendent of Insurance on the 9th day of April, 1965 and the 4th day of November, 1974. 3. (a) In accordance with the "Plan for Acquisition of Minority Interests in First Investors Life Insurance Company" approved by the New York Insurance Department on April 1, 1982, the Certificate of Incorporation is amended to decrease the capital stock of the corporation from $1,130,000, consisting of 655,000 shares of capital stock with a par value of $2 per share, to $1,068,700, consisting of 534,350 shares of capital stock with a par value of $2 per share. (b) To effect the foregoing, Article VIII relating to the capital stock of the corporation is amended to read as follows: "The amount of capital stock of the Corporation shall be ONE MILLION SIXTY EIGHT THOUSAND SEVEN HUNDRED ($1,068,700.00) DOLLARS, consisting of FIVE HUNDRED THIRTY FOUR THOUSAND THREE HUNDRED FIFTY (534,350) shares of capital stock of the par value of TWO ($2.00) DOLLARS each. 4. The amendment was authorized by vote of the shareholders of FIRST INVESTORS LIFE INSURANCE COMPANY at a meeting held June 8, 1982 upon notice pursuant to Section 605 of the Business Corporation Law of the State of New York. IN WITNESS WHEREOF, we have signed this certificate on the 1st day of September, 1982. /s/ Richard H. Gaebler ---------------------- Richard H. Gaebler President /s/ Andrew J. Donohue ---------------------- Andrew J. Donohue Secretary STATE OF NEW YORK ) : COUNTY OF NEW YORK ) RICHARD H. GAEBLER, being duly sworn, deposes and says that he is the President of First Investors Life Insurance Company, that he has read the foregoing certificate and knows the contents and that the statements therein contained are true. /s/ Richard H. Gaebler ---------------------- Sworn to before me this 1st day of September, 1982. /s/ Elizabeth Azar - ------------------ Elizabeth Azar Notary Public, State of New York EX-99.N4.6A.5 12 CERTIFICATE OF AMENDMENT CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF FIRST INVESTORS LIFE INSURANCE COMPANY UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW AND SECTION 53 OF THE INSURANCE LAW * * * * * * * * * * * * * * WE, THE UNDERSIGNED, RICHARD H. GAEBLER and ANDREW J. DONOHUE, being respectively the President and the Secretary of FIRST INVESTORS LIFE INSURANCE COMPANY hereby certify: 1. The name of the corporation is FIRST INVESTORS LIFE INSURANCE COMPANY. 2. The Certificate of Incorporation of said corporation was filed by the Superintendent of Insurance on the 6th day of September, 1962 and Certificates of Amendment thereto were filed by the Superintendent of Insurance on the 9th day of April, 1965, the 4th day of November, 1974 and the 27th day of October, 1982. 3. The amendment to the Certificate of Incorporation effected by this Certificate is as follows: Article VIII of the Certificate of Incorporation is amended to read as follows: The amount of capital stock of the Corporation shall be ONE MILLION ONE HUNDRED TWENTY TWO THOUSAND ONE HUNDRED THIRTY FIVE DOLLARS ($1,122,135.00) consisting of FIVE HUNDRED THIRTY FOUR THOUSAND THREE HUNDRED FIFTY (534,350) shares of capital stock of the par value of TWO DOLLARS AND TEN CENTS ($2.10) each. 4. The amendment was authorized by vote of the shareholders of FIRST INVESTORS LIFE INSURANCE COMPANY at a meeting held June 5, 1984 upon notice pursuant to Section 605 of the Business corporation Law of the State of New York. IN WITNESS WHEREOF, we have signed this certificate on the 7th day of June, 1984. /S/ Richard H. Gaebler ---------------------- Richard H. Gaebler President /S/ Andrew J. Donohue ---------------------- Andrew J. Donohue Secretary STATE OF NEW YORK ) : COUNTY OF NEW YORK ) RICHARD H. GAEBLER, being duly sworn, deposes and says that he is the President of First Investors Life Insurance Company, that he has read the foregoing certificate and knows the contents and that the statements therein contained are true. ------------------------- Sworn to before me this 7th day of June, 1984. /S/ Karen McCarthy - ------------------ Karen McCarthy Notary Public, State of New York EX-99.N4.6B 13 BY-LAWS BY-LAWS of FIRST INVESTORS LIFE INSURANCE COMPANY ARTICLE I Section 1. Principal Office The principal office of the Corporation shall be located at 120 Wall Street in the City and County of New York, but the location of the principal office may be changed, from time to time, to any other place within the State of New York in the manner provided by law. Section 2. Other Offices, Doing Business The Corporation may also have such other office or offices, agencies and branches within or without the State of New York as the Board of Directors or the Executive Committee may, from time to time, designate or as the business of the Corporation may require, and it may carry on its business wherever it is or may hereafter be duly licensed so to do. Section 3. Place where Books are to be kept The original or duplicate stock ledger containing the names and addresses of the shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof, correct books of account of all the business and transactions of the Corporation, copies of the Charter of the Corporation and the By-Laws, the minutes of the meetings of the Corporation's shareholders, directors and committees and such other books and records as may, from time to time be required by law to be so kept, shall be kept at the principal office of the Corporation in New York. Other books and records of the Corporation may be kept at such place or places, within or without the State of New York, as the Board or the Executive Committee may from time to time, designate, or as the business of the Corporation may require. ARTICLE II Meetings of Shareholders Section 1. Annual Meeting. The annual meeting of shareholders of the Corporation shall be held on the first Tuesday of June, unless the previous day is celebrated as a legal holiday in which event the meeting shall be held on the second Tuesday of June. Such meeting shall be held at the principal place of business of the Corporation in the City and State of New York, or at such other place within or without the State of New York as may be designated by the Board. Section 2. Special Meetings Special meetings of the shareholders, for any purpose or purposes, may be called by the Board or the President, and shall be called by the Secretary at the request, in writing, of shareholders owing a majority in number of the issued and outstanding capital shares of the Corporation, which request shall state the purpose or purposes of the proposed meeting. Such special meetings shall be held at such time and place, within or without the State of New York, as may be determined by the person or persons calling such meeting. Section 3. Notice Written notice of the annual or special meetings of shareholders shall be given as provided by applicable law, to each shareholder of record entitled to vote thereat. A copy of every such notice shall be mailed to the Superintendent of Insurance of the State of New York at least ten days before the day set for such meeting. Section 4. Quorum The presence of a quorum for the transaction of business at all meetings of the shareholders shall be determined in accordance with the provisions of the Charter. ARTICLE III Directors Section 1. Number, Terms and Duties The business of this Corporation shall be managed and controlled by the Board, which may adopt such rules and regulations for that purpose and for the conduct of its meetings as it may deem proper. The number of directors shall be fixed from time to time, within the limits prescribed by the Charter, by a majority vote of the entire Board, but no decrease in the number of directors shall shorten the term of any incumbent director. Section 2. Removal of Directors Except as otherwise provided by law, any or all of the directors may be removed with or without cause at any time by a majority vote of the shareholders at any meeting called for that purpose. - 2 - Section 3. Vacancies Vacancies in the Board may be filled in accordance with the provisions of the Charter, and individuals designated to fill such vacancies shall not take office nor exercise the duties thereof until ten days after written notice of their election shall have been filed in the office of the Superintendent of Insurance. ARTICLE IV Directors' Meetings Section 1. First Meeting of the Board The first meeting of the Board to be held after an annual meeting of shareholders for the election of directors shall be called and held for the purposes of organization, the election or appointment of officers and members of the Executive, Finance and Stock Option Committees and the transaction of such other business as may come before the meeting. Section2. Regular Meetings. Regular meetings of the Board, no notices of which need be given, shall be held on the first Tuesday of March, the Tuesday immediately following the second Monday of September and the first Tuesday of December, unless any such day be a legal holiday, in which event the meeting will be held on the next succeeding business day. Commencing in 1974, the annual meeting of the Board, no notice of which need be given, shall be held on the first Tuesday of June, unless the previous day is celebrated as a legal holiday in which event the meeting will be held on the second Tuesday of June. Such meetings shall be held at the principal place of business of the Corporation in the City and State of New York, or at such other place within or without the State of New York as may be designated by the Board. Section 3. Special Meetings The Chairman, or in his absence the President, may call a special meeting of the Board at any time. The Secretary shall call such meeting upon written request of five members of the Board or upon resolution of the Executive Committee. All meetings, other than any meeting the giving of notice of which is otherwise prescribed by law, shall be called by a written or printed notice mailed to each Director at least three days before the meeting or by electrically transmitted notice given not less than twenty-four hours before the hour set for the meeting, but all such notice may be waived at any time. For the purpose of this section, notice will be deemed to be duly given to a director if given to him orally (including by telephone) or if such notice be delivered to such director in person or be mailed, telegraphed or cabled to his address as it appears upon the books of the Corporation or to the address last made known in writing to the Secretary of the Corporation by such director as the address to which such notices are to be given. - 3 - Section 4. Voting Each director present shall be entitled to cast one vote on all questions coming before a meeting of the Board. Except as otherwise provided by law or in these By-Laws, the vote of a majority of the Directors present at a meeting at the time of a vote, if a quorum is present at such time, shall be the act of the Board. Section 5. Quorum A majority of the entire Board shall constitute a quorum for the transaction of business, but less than a quorum may adjourn from time to time, any meeting until a quorum shall be present, without notice other than by announcement at the meeting. Section 6. Fees The fees to be paid to directors for attending committee meeting or meetings of the Board may be fixed by the Board from time to time, in its discretion, subject to the provisions of Section 214 of the New York Insurance Law, as now or hereafter amended, or of other applicable law. Section 7. Organization, Chairman and Secretary of Meetings The Chairman, or in his absence the President of the Corporation, or in their absence a Vice President, shall call all meetings of the Board to order and shall act as Chairman of the meeting. In the absence of all of such officers, a director chosen by those present shall call all meetings of the Board to order and shall act as Chairman of the meeting. The Secretary of the Corporation, or in his absence, an Assistant Secretary, or, in the absence of both, a person appointed by the Chairman of the meeting, shall act as Secretary of the meeting and shall keep and make a record of the proceedings thereat. Section 8. Officers on the Board The number of officers and salaried employees of the Corporation who are members of the Board shall at all times be less than a quorum of the entire Board. - 4 - ARTICLE V Committees Section 1. Formation At the first meeting of the Board to be held after the annual meeting of shareholders, members of the Executive, Finance and Stock Option Committees shall be elected. Members of such committees shall hold office for one year or until their successors shall be elected. At any meeting of the Board there may be elected such special or other committees as the Board may deem necessary, the members of which shall hold office for such period as the Board may determine, or until their successors shall be elected. In establishing special or other committees, the Board shall specify the purpose for which they are established, appropriate names for each, the number of members thereof, and the limitations within which the powers vested in them may be exercised. The action of each committee shall be recorded and a report shall be submitted to the Board at its meeting next succeeding such action. Section 2. Executive Committee The Executive Committee of the Board shall consist of such number as the Board may determine, but not less than three Directors, all of whom shall be elected from the membership of the Board. The Board may also elect from its membership alternate members of the Executive Committee and state the succession in which the alternates shall act as members of the Executive Committee in the event of the absence of any member. During the intervals between meetings of the Board, the Executive Committee shall have all powers of the Board to the extent permitted by the Charter and by law. Section 3. Finance Committee The Finance Committee of the Board shall consist of such number as the Board may determine, but not less than three directors, all of whom shall be elected from the membership of the Board. The Board may also elect from its membership alternate members of the Finance Committee and state the succession in which the alternates shall act as members of the Finance Committee in the event of the absence of any member. The Finance Committee shall act as the investment committee and, subject to the direction and control of the Board, shall be charged with the duty and responsibility of supervising the Corporation's investments and loans, including the power to invest, acquire, exchange and dispose of any of the assets of the Corporation in such manner and in such amounts as the committee may determine. All investments shall be made in the name of "First Investors Life Insurance Company" and shall be authorized or approved by the Board or by the Finance Committee. - 5 - Section 4. Audit Committee The Audit Committee of the Board shall consist of such number as the Board may determine and shall be comprised solely of Directors who are not officers or employees of the Corporation or of any entity controlling, controlled by, or under common control with the Corporation and who are not beneficial owners of a controlling interest in the voting stock of the Corporation or any such entity. The Audit Committee shall have responsibility for recommending the selection of independent certified public accountants; reviewing the Corporation's financial condition and the scope and results of the independent audit and any internal audit; nominating candidates for Director for election by shareholders; evaluating the performance of officers deemed to be principal officers of the Corporation and recommending to the Board of Directors the selection and compensation of such principal officers. Section 5. Quorum A majority of the entire Executive Committee or the entire Finance Committee shall constitute a quorum to transact business, provided, that a quorum shall consist of at least three members and an affirmative vote of at least three members shall be necessary for action. Members of such committees who are officers and salaried employees of the Corporation shall constitute less than a majority of each committee. ARTICLE VI Officers Section 1. Election and Term The following officers of the Corporation shall be elected by the Board at its annual meeting: The Chairman, the President, one or more Vice Presidents, the Secretary and the Treasurer. The Board may elect, from time to time, such other officers as it may deem necessary or proper for the dispatch of the Corporation's business, including without limitation a General Counsel, an Actuary, a Comptroller and such number of Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers as it may, from time to time, deem requisite. The Chairman and the President shall be elected from the membership of the Board. All officers of the Corporation shall hold office at the discretion of the Board, and any officer may be removed at any time by the affirmative vote of a majority of the entire Board. Vacancies may be filled at any meeting of the Board. In the event of the failure of the Board to elect the officers at its annual meeting, such officers may be elected at any subsequent meeting of the Board. - 6 - Section 2. Powers and Duties of Chairman The Chairman shall preside at all meetings of the shareholders and of the Board at which he is present and shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board. He shall have power to sign and acknowledge all deeds and instruments for the transfer, conveyance or assignment of corporate property, discharge of mortgages and all other instruments, contracts or evidence of obligation necessary for the transaction of the corporate business, including all policies of insurance, and to sign all annual or other statements required by the insurance departments of the various states, territories, districts, countries or jurisdictions in which the Corporation may apply for or be granted permission to transact business. Section 3. Powers and Duties of the President The President shall perform such duties as may be assigned to him from time to time by the Board. In the absence of the Chairman, he shall preside at all meetings of the shareholders and of the Board. Unless otherwise directed by the Board or the Executive Committee, he may from time to time designate one of the Vice Presidents to perform the duties of the President during the latter's absence. Subject to the direction of the Board he shall be the chief executive officer of the Corporation, shall have the general care and supervision of the affairs of the Corporation and the direction of its officers, together with the powers and duties usually incident to the office of President except as specifically limited by appropriate resolution of the Board, and shall have power to sign and acknowledge all deeds and instruments for the transfer, conveyance or assignment of corporate property, discharge of mortgages and all other instruments, contracts or evidence of obligation necessary for the transaction of corporate business, including all policies of insurance, and to sign all annual or other statements required by the insurance departments of the various states, territories, districts, countries or jurisdictions in which the Corporation may apply for or be granted permission to transact business. Section 4. Powers and Duties of Vice President In the absence or inability to act of the President or if the office of President be vacant, the Vice Presidents, in order of seniority or in any other order determined by the Board, subject to the right of the Board from time to time to extend or confine such power and duties or to assign them to others, shall perform all the duties and may exercise all the powers of the President. It shall be the duty of the Vice President to assist the President in the performance of his duties, and each Vice President shall have such other powers and shall perform such other duties as may be assigned by the Board, the Executive Committee or the President. - 7 - Section 5. Powers and Duties of Secretary The Secretary shall act as Secretary of all meetings of the shareholders and of the Board at which he is present, shall have supervision over the giving and serving of notices of the Corporation, shall keep, or cause to be kept, a complete record of the proceedings of all meetings of the shareholders, Board, Executive Committee, Finance Committee and Stock Option Committee, shall be the custodian of all corporate books and records, shall present at each annual meeting of the shareholders an alphabetical list of the shareholders with the number of shares held by each and shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board, the Executive Committee or the President. Section 6. Powers and Duties of Treasurer Subject to the supervision of the Finance Committee, the Treasurer shall be the chief investment officer of the Corporation, shall have general supervision over the care and custody of the funds and securities of the Corporation and shall deposit the same or cause the same to be deposited in the name of the Corporation in such bank or banks, trust company or trust companies, and in such safe deposit company or companies as the Finance Committee or Board may designate, shall have supervision over the account of all receipts and disbursements of the Corporation, shall, whenever required by the Board, render or cause to be rendered financial statements of the Corporation, shall have the power and perform the duties usually incident to the office of Treasurer, and shall have such other powers and perform such other duties as may be assigned to him by the Board, the Executive Committee or the President. Section 7. Other Offices All other officers shall perform such duties as are assigned to them by the President and comply with such orders and rules as the Board or the Executive Committee may issue from time to time. Section 8. Honorary Titles of Employees The Board of Directors may by resolution from time to time confer upon employees of the Corporation the honorary titles of Sales Vice President, Second Sales Vice President and Assistant Vice President. Said titles shall be of an honorary nature only, and shall not subject their recipients to any duty or obligation of any officer of the Corporation nor shall they confer upon their recipients any authority or power to act in any capacity as an officer of the Corporation. Said titles may be revoked at any time with or without cause by resolution of the Board of Directors. - 8 - ARTICLE VII Corporate Seal The corporate seal shall be kept in the custody of the Secretary and shall be affixed by him to such papers executed by the Corporation as may be necessary or customary. ARTICLE VIII Execution of Documents Section 1. Execution The President or any Vice President shall have the power to bind the Corporation upon any and all policies of insurance contracts and other obligatory instruments by his signature and execution thereof attested by the signature of the Secretary, any Assistant Secretary or a Registrar, and such execution shall be deemed to be the act of the Corporation. Such signatures, when authorized by the Board, may be engraved or printed facsimiles provided they are countersigned by a Registrar, Assistant Secretary or Secretary. Section 2. Facsimiles Where engraved or printed facsimile signatures are used on policy forms, checks, receipts or other instruments issued or delivered by the Corporation, such policy forms, checks, receipts or other instruments bearing the facsimile signature of a deceased, retired or disabled officer may nevertheless be issued and delivered during a period not exceeding six months after the death, retirement, or disablement of such officer. ARTICLE IX Certificates for Shares Certificates representing shares of capital stock of the Corporation shall be in such form, consistent with law and with the Charter, as shall be approved by the Board. They shall be consecutively numbered in the order of their issue and shall be signed by the President or any Vice President and by the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer, and shall be sealed with the corporate seal of the Corporation or a facsimile thereof. Where certificates are manually signed by a registrar all other signatures on the certificate may be facsimile, engraved or printed. In case any officer who shall have signed any such certificate, or whose facsimile signature shall have been used thereon, shall cease to be such officer before such certificate shall have been issued by the Corporation, such certificate may, nevertheless, be used by the Corporation with the same effect as if such officer had not ceased to be such at the date of issuance of such certificate. The Board may appoint a Transfer Agent by whom the shares of the Corporation may be transferred, and also a Registrar, by whom the shares may be registered, and in the event of such appointments, no certificate for shares of the Corporation shall be valid unless countersigned by such Transfer Agent and registered by such Registrar. - 9 - ARTICLE X Transfer of Shares Section 1. Transfers Certificates for shares may be transferred only by assignment endorsed thereon, or an instrument of assignment attached thereto, and executed by the person named in the certificate or by an attorney lawfully constituted in writing. Except as provided below, transfer of shares shall be made on the books of the Corporation only upon a surrender of the certificate properly assigned, and upon such surrender a new certificate shall be issued to the assignee signed as provided in "Article IX". The surrendered certificate shall be cancelled and delivered to the Secretary who shall preserve the same. In the event that a certificate has been lost, mislaid, stolen or destroyed, upon written request of the holder thereof, accompanied by an affidavit of loss, a replacement certificate may nevertheless be issued in lieu thereof, in the exercise of the Corporation's discretion, which shall be evidenced by a letter signed by the President or any Vice President, provided that prior to such issue a surety bond, in form approved by counsel, be furnished for the protection of the Corporation, its Transfer Agent, if any, and its Registrar. Section 2. Fixing of Record Date Subject to, and in accordance with, the provisions of the Charter, the Board may at any time fix a record date not more than forty nor less than ten days prior to (a) the date of any meeting of shareholders or (b) the last day on which shareholders are entitled to express consent or dissent from any proposal without a meeting, as the date as of which shareholders entitled to notice of or to vote at such a meeting, or whose consent or dissent is required or may be expressed, for any purpose, as the case may be, shall be determined, and, except as otherwise provided by law, all persons who were the holders of record of voting shares at such date and no others shall be entitled to notice of and to vote at such meeting or to express their consent or dissent, as the case may be. Section 3. Holders of Record The Corporation shall be entitled to treat the holders of record of any share or shares as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any person whether or not the Corporation shall have express or other notice thereof. - 10 - ARTICLE XI Statutory Agents: Powers of Attorney: Qualification The President or any Vice President is authorized to appoint statutory agents of the Corporation, and to execute, with the Secretary or any Assistant Secretary, powers of attorney in evidence thereof, authorizing them to accept service of process against the Corporation, to execute any and all papers and to comply with all applicable requirements of law in order to qualify the Corporation to do business in any state, territory, district, country or jurisdiction and to take any other action on behalf of the Corporation necessary or proper to be taken in compliance with law or with rules or regulations of the supervisory authorities in order to qualify the Corporation to do business. ARTICLE XII Waiver of Notice Meetings Held on Waiver Whenever any notice is required to be given under the provisions of these By-Laws, or of the Charter, or of any of the laws of the State of New York, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him. - 11 - ARTICLE XIII Amendments Section 1. By the Directors In accordance with the provisions of the Charter, these By-Laws may be amended, added to, altered or repealed, or new by-laws may be adopted, at any regular or special meeting of the Board at which a quorum is present, by the affirmative vote of a majority of the directors then in office. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of the shareholders for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made. ARTICLE XIV Indemnification To the full extent authorized by law and by the Charter, the Corporation shall and hereby does indemnify any person who shall at any time be made, or threatened to be made, a party in any civil or criminal action or proceeding by reason of the fact that he, his testator or his intestate is or was a director or officer of the Corporation or served another corporation in any capacity at the request of the Corporation, provided, that the notice required by Section 62-a of the Insurance Law of the State of New York, as now in effect or as amended from time to time, be filed with the Superintendent of Insurance. - 12 - EX-99.B10B 14 POWER OF ATTORNEY FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director of First Investors Life Insurance Company, as Depositor of First Investors Life Variable Annuity Fund A, hereby appoints Glenn O. Head or Richard H. Gaebler, and each of them his true and lawful attorney to execute in his name, place and stead and on his behalf a Registration Statement on Form N-4 for the registration pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 of variable annuity contracts, and any and all amendments to said Registration Statement (including post-effective amendments), and all instruments necessary or incidental in connection therewith and to file the same with the Securities and Exchange Commission. Said attorney shall have full power and authority to do and perform in the name and on behalf of the undersigned every act whatsoever requisite or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do, the undersigned hereby ratifying and approving all such acts of said attorney. IN WITNESS WHEREOF the undersigned has subscribed these presents this 7th day of November, 1996. /s/ Richard H. Gaebler ---------------------- Richard H. Gaebler FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director of First Investors Life Insurance Company, as Depositor of First Investors Life Variable Annuity Fund A, hereby appoints Glenn O. Head or Richard H. Gaebler, and each of them his true and lawful attorney to execute in his name, place and stead and on his behalf a Registration Statement on Form N-4 for the registration pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 of variable annuity contracts, and any and all amendments to said Registration Statement (including post-effective amendments), and all instruments necessary or incidental in connection therewith and to file the same with the Securities and Exchange Commission. Said attorney shall have full power and authority to do and perform in the name and on behalf of the undersigned every act whatsoever requisite or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do, the undersigned hereby ratifying and approving all such acts of said attorney. IN WITNESS WHEREOF the undersigned has subscribed these presents this 7th day of November, 1996. /s/ Glenn O. Head ----------------- Glenn O. Head FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director of First Investors Life Insurance Company, as Depositor of First Investors Life Variable Annuity Fund A, hereby appoints Glenn O. Head or Richard H. Gaebler, and each of them his true and lawful attorney to execute in his name, place and stead and on his behalf a Registration Statement on Form N-4 for the registration pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 of variable annuity contracts, and any and all amendments to said Registration Statement (including post-effective amendments), and all instruments necessary or incidental in connection therewith and to file the same with the Securities and Exchange Commission. Said attorney shall have full power and authority to do and perform in the name and on behalf of the undersigned every act whatsoever requisite or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do, the undersigned hereby ratifying and approving all such acts of said attorney. IN WITNESS WHEREOF the undersigned has subscribed these presents this 7th day of November, 1996. /s/ Scott Hodes --------------- Scott Hodes FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director of First Investors Life Insurance Company, as Depositor of First Investors Life Variable Annuity Fund A, hereby appoints Glenn O. Head or Richard H. Gaebler, and each of them his true and lawful attorney to execute in his name, place and stead and on his behalf a Registration Statement on Form N-4 for the registration pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 of variable annuity contracts, and any and all amendments to said Registration Statement (including post-effective amendments), and all instruments necessary or incidental in connection therewith and to file the same with the Securities and Exchange Commission. Said attorney shall have full power and authority to do and perform in the name and on behalf of the undersigned every act whatsoever requisite or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do, the undersigned hereby ratifying and approving all such acts of said attorney. IN WITNESS WHEREOF the undersigned has subscribed these presents this 7th day of November, 1996. /s/ Kathryn S. Head ------------------- Kathryn S. Head FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director of First Investors Life Insurance Company, as Depositor of First Investors Life Variable Annuity Fund A, hereby appoints Glenn O. Head or Richard H. Gaebler, and each of them his true and lawful attorney to execute in his name, place and stead and on his behalf a Registration Statement on Form N-4 for the registration pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 of variable annuity contracts, and any and all amendments to said Registration Statement (including post-effective amendments), and all instruments necessary or incidental in connection therewith and to file the same with the Securities and Exchange Commission. Said attorney shall have full power and authority to do and perform in the name and on behalf of the undersigned every act whatsoever requisite or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do, the undersigned hereby ratifying and approving all such acts of said attorney. IN WITNESS WHEREOF the undersigned has subscribed these presents this 7th day of November, 1996. /s/ Jackson Ream ---------------- Jackson Ream FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director of First Investors Life Insurance Company, as Depositor of First Investors Life Variable Annuity Fund A, hereby appoints Glenn O. Head or Richard H. Gaebler, and each of them his true and lawful attorney to execute in his name, place and stead and on his behalf a Registration Statement on Form N-4 for the registration pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 of variable annuity contracts, and any and all amendments to said Registration Statement (including post-effective amendments), and all instruments necessary or incidental in connection therewith and to file the same with the Securities and Exchange Commission. Said attorney shall have full power and authority to do and perform in the name and on behalf of the undersigned every act whatsoever requisite or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do, the undersigned hereby ratifying and approving all such acts of said attorney. IN WITNESS WHEREOF the undersigned has subscribed these presents this 7th day of November, 1996. /s/ Nelson Schaenen, Jr. ------------------------ Nelson Schaenen, Jr. FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director of First Investors Life Insurance Company, as Depositor of First Investors Life Variable Annuity Fund A, hereby appoints Glenn O. Head or Richard H. Gaebler, and each of them his true and lawful attorney to execute in his name, place and stead and on his behalf a Registration Statement on Form N-4 for the registration pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 of variable annuity contracts, and any and all amendments to said Registration Statement (including post-effective amendments), and all instruments necessary or incidental in connection therewith and to file the same with the Securities and Exchange Commission. Said attorney shall have full power and authority to do and perform in the name and on behalf of the undersigned every act whatsoever requisite or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do, the undersigned hereby ratifying and approving all such acts of said attorney. IN WITNESS WHEREOF the undersigned has subscribed these presents this 7th day of November, 1996. /s/ John T. Sullivan -------------------- John T. Sullivan FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director of First Investors Life Insurance Company, as Depositor of First Investors Life Variable Annuity Fund A, hereby appoints Glenn O. Head or Richard H. Gaebler, and each of them his true and lawful attorney to execute in his name, place and stead and on his behalf a Registration Statement on Form N-4 for the registration pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 of variable annuity contracts, and any and all amendments to said Registration Statement (including post-effective amendments), and all instruments necessary or incidental in connection therewith and to file the same with the Securities and Exchange Commission. Said attorney shall have full power and authority to do and perform in the name and on behalf of the undersigned every act whatsoever requisite or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do, the undersigned hereby ratifying and approving all such acts of said attorney. IN WITNESS WHEREOF the undersigned has subscribed these presents this 7th day of November, 1996. /s/ George V. Ganter -------------------- George V. Ganter FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director of First Investors Life Insurance Company, as Depositor of First Investors Life Variable Annuity Fund A, hereby appoints Glenn O. Head or Richard H. Gaebler, and each of them his true and lawful attorney to execute in his name, place and stead and on his behalf a Registration Statement on Form N-4 for the registration pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 of variable annuity contracts, and any and all amendments to said Registration Statement (including post-effective amendments), and all instruments necessary or incidental in connection therewith and to file the same with the Securities and Exchange Commission. Said attorney shall have full power and authority to do and perform in the name and on behalf of the undersigned every act whatsoever requisite or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do, the undersigned hereby ratifying and approving all such acts of said attorney. IN WITNESS WHEREOF the undersigned has subscribed these presents this 7th day of November, 1996. /s/ Jay G. Baris ---------------- Jay G. Baris FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director of First Investors Life Insurance Company, as Depositor of First Investors Life Variable Annuity Fund A, hereby appoints Glenn O. Head or Richard H. Gaebler, and each of them his true and lawful attorney to execute in his name, place and stead and on his behalf a Registration Statement on Form N-4 for the registration pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 of variable annuity contracts, and any and all amendments to said Registration Statement (including post-effective amendments), and all instruments necessary or incidental in connection therewith and to file the same with the Securities and Exchange Commission. Said attorney shall have full power and authority to do and perform in the name and on behalf of the undersigned every act whatsoever requisite or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do, the undersigned hereby ratifying and approving all such acts of said attorney. IN WITNESS WHEREOF the undersigned has subscribed these presents this 7th day of November, 1996. /s/ Robert J. Grosso -------------------- Robert J. Grosso FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director of First Investors Life Insurance Company, as Depositor of First Investors Life Variable Annuity Fund A, hereby appoints Glenn O. Head or Richard H. Gaebler, and each of them his true and lawful attorney to execute in his name, place and stead and on his behalf a Registration Statement on Form N-4 for the registration pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 of variable annuity contracts, and any and all amendments to said Registration Statement (including post-effective amendments), and all instruments necessary or incidental in connection therewith and to file the same with the Securities and Exchange Commission. Said attorney shall have full power and authority to do and perform in the name and on behalf of the undersigned every act whatsoever requisite or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do, the undersigned hereby ratifying and approving all such acts of said attorney. IN WITNESS WHEREOF the undersigned has subscribed these presents this 7th day of November, 1996. /s/ Glenn T. Dallas ------------------- Glenn T. Dallas -----END PRIVACY-ENHANCED MESSAGE-----