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Exhibit 3.6 RESTATED
BYLAWS OF FORTIS BENEFITS
INSURANCE COMPANY




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FORTIS BENEFITS INSURANCE COMPANY INDEX ARTICLE I.STOCKHOLDERSNOTICE OF MEETINGS
    
    
    1ANNUAL STOCKHOLDERS MEETINGS
    
    
    1SPECIAL STOCKHOLDERS MEETINGS
    
    
    2QUORUM AND ADJOURNMENTS
    
    
    2FORM OF PROXY
    
    
    2ACTION BY CONSENT OF STOCKHOLDERS
    
    
    2STOCKHOLDERS MEETING BY TELECONFERENCE
    
    
    3ARTICLE II.BOARD OF DIRECTORSAUTHORITY AND DUTIES OF DIRECTORS
    
    
    3SPECIAL MEETINGS
    
    
    4WAIVER OF NOTICE OF SPECIAL MEETINGS
    
    
    4ACTION IN WRITING
    
    
    4QUORUM
    
    
    4VACANCIES
    
    
    5DIRECTORS MEETING BY TELECONFERENCE
    
    
    5REMOVAL OF DIRECTORS BY STOCKHOLDERS
    
    
    5ARTICLE III.OFFICERSELECTION AND REMOVAL
    
    
    5NUMBER
    
    
    5DUTIES OF CHAIRMAN
    
    
    6DUTIES OF PRESIDENT
    
    
    6DUTIES OF EXECUTIVE VICE PRESIDENT
    
    
    6DUTIES OF THE VICE PRESIDENT
    
    
    6DUTIES OF THE SECRETARY
    
    
    6DUTIES OF TREASURER
    
    
    7DUTIES OF APPOINTED ACTUARY
    
    
    7DUTIES OF OTHER OFFICERS
    
    
    7ARTICLE IV.CAPITAL STOCKCERTIFICATES
    
    
    7TRANSFER
    
    
    8
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ARTICLE V.COMMITTEESEXECUTIVE COMMITTEE
    
    
    8OTHER COMMITTEES
    
    
    9ARTICLE VI.CORPORATE ACTIONSDIVIDENDS
    
    
    9LOANING COMPANYS MONIES
    
    
    9BORROWING MONEY
    
    
    9DEPOSITORIES
    
    
    9ARTICLE VII.MISCELLANEOUSFISCAL YEAR
    
    
    10CORPORATE SEAL
    
    
    10NOMINEES
    
    
    10OFFICERS AND EMPLOYEES BONDS
    
    
    10INDEMNIFICATION OF DIRECTORS AND OFFICERS
    
    
    10VOTING STOCK
    
    
    11EXECUTION OF DOCUMENTS
    
    
    11AMENDMENTS
    
    
    11WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND COMMITTEES
    
    
    11
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BYLAWS OF FORTIS BENEFITS INSURANCE COMPANY ARTICLE I.STOCKHOLDERS NOTICE OF MEETINGS Section 1. No fewer than fifteen (15) days prior to nor more than sixty (60) days before the
time appointed for the holding of any stockholders meetings, a notice thereof shall be given
either in person or by mail addressed to each stockholder at his first known address, over the
signature of an officer of the Company. In the case of an annual meeting, the said notice shall
state that it is to be held for the election of directors and the transaction of such other
business as may come before the meeting. In case of a special meeting of the stockholders, the
notice shall state generally the nature of the business to be considered. In order that the Corporation may determine the stockholders entitled to notice of and to
vote at any meeting of the stockholders, or any adjournment thereof, the Board may fix in advance
a record date, which record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board, and which record date shall not exceed seventy (70) days
preceding the date of such meeting. If the Board does not set a record date, only the
stockholders who are stockholders of record on the date the notice is mailed shall be entitled to
notice of, and to vote at, the meeting, and any adjournment of the meeting. All business transacted at any meeting of the stockholders at which all of the stockholders
are present, or the holding of which they shall have consented to in writing or by electronic
means shall be valid, though no previous notice of such meeting be given. ANNUAL STOCKHOLDERS MEETINGS Section 2. The Annual Meeting of the Stockholders shall be held each year at the office of
the Company in the City of Des Moines, Iowa, or at such other place as may be designated. At said meeting the stockholders shall elect a Board of Directors consisting of not less than
five (5) nor more than fifteen (15) members who shall hold office for one year or until their
successors are elected and qualified. At such meeting there may be transacted any other business 1




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that may be brought before it. Each outstanding share entitled to vote at a meeting of the
stockholders, shall be entitled to one vote for each share of stock held by him which has voting
power upon the matter in question. A stockholder may vote either in person or by proxy, as
provided in Section 5 below. Should the annual election of directors not take place in any year on the day herein before
fixed, for any reason whatever, such election may be held on such other day within six (6) months
thereafter as may be designated by the Board of Directors, by giving notice as in the case of the
Annual Meeting. An Annual Meeting of Stockholders may take place and the election of directors and other
actions may be taken by an instrument in writing signed by all stockholders of record with or
without prior written notice. SPECIAL STOCKHOLDERS MEETINGS Section 3. Special meetings of the stockholders may be held on call of the Board of Directors
or upon written demand of the stockholders if such stockholders constitute ten percent (10%) of
the votes entitled to be cast on any issue proposed to be considered at the special meeting.
Notice of said meeting shall be given in the same manner as notice of an Annual Meeting. QUORUM AND ADJOURNMENTS Section 4. At all annual or special meetings of the stockholders, the holders of a majority
of the outstanding shares of the capital stock, whether present in person or by proxy, shall
constitute a quorum for the transaction of business, but less than a majority may adjourn from
time to time or sine die. Notice need not be given of any such adjourned meeting if the time and
place thereof are announced at the meeting prior to adjournment. If however, the time and date of
the adjourned meeting are not announced prior to adjournment, notice must be given to persons who
are stockholders as of the new record date as determined in Section 1 of this Article. FORM OF PROXY Section 5. A stockholder may vote by proxy executed in writing by the stockholder or by the
stockholders duly authorized attorney-in-fact and received by the Secretary of the Company at a
time prior to the opening of the meeting. No proxy shall be valid after eleven (11) months from
the date of execution of the proxy, unless otherwise provided in the proxy. An appointment of a
proxy is revocable by the stockholder unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest. ACTION BY CONSENT OF STOCKHOLDERS Section 6. Unless otherwise provided in the Articles of Incorporation or other provisions of
the Bylaws of this corporation, any action required to be taken or any action which may be taken
at a meeting of the stockholders, may be taken without a meeting, if consents in writing, 2




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setting forth the action so taken, shall be signed by all of the stockholders entitled to
vote with respect to the subject matter thereof. Such consents shall have the same force and
effect as a unanimous vote of the stockholders at a meeting duly held. The Secretary shall file
such consents with the minutes of the meetings of the stockholders. STOCKHOLDERS MEETING BY TELECONFERENCE Section 7. Unless otherwise restricted in the Articles or these Bylaws, the stockholders may
participate in a meeting of the stockholders by means of conference telephone or similar
communications equipment whereby all persons participating in the meeting can hear each other, and
participation in a meeting in such manner shall constitute presence in person at such meeting. ARTICLE II. BOARD OF DIRECTORS AUTHORITY AND DUTIES OF DIRECTORS Section 1. The Board of Directors shall have authority and responsibility for the general
management of the corporation in all those matters which are not reserved for action by the
stockholders. Without limiting the generality of the foregoing, the Board shall have specific
authority:  A.
    To call special meetings of the stockholders when they deem it necessary, in
the manner provided in these Bylaws.B.
    To make rules and regulations not inconsistent with the law, the Articles of
Incorporation or the Bylaws of the Company.C.
    To incur such indebtedness as may be deemed necessary and to authorize the
execution by the appropriate officers, in the name of the Company, of any required
evidence of such indebtedness. It shall be the duty of the Board of Directors, without limiting the generality of the
foregoing:  (1)
    To cause to be kept a complete record of all its meetings and acts, and also
all proceedings of the meetings of the stockholders.(2)
    To require the Secretary and the Treasurer and their assistants to keep full
and accurate books and accounts and to prescribe the form and mode of keeping such
books. 3




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(3)
    To cause to be issued to the stockholders certificates of stock in the
proportion to their several interests, not to exceed in the aggregate the authorized
capital stock of the Company.(4)
    To cause the monies of the Company to be safely kept and to determine the
method of signing Company checks and orders for transfer or withdrawal of the funds of
this Company on deposit with any bank in whatever form.(5)
    To reserve, allot, or set aside such an amount in excess of the reserve
required by law to be held and maintained as shall, in their judgement, be for the
best interests of the Company.(6)
    To adopt and exercise such plans and systems of insurance as they may deem
necessary for the best interests of the Company. SPECIAL MEETINGS Section 2. Special meetings of the Board of Directors may be called by the Chairman, the
President, or any two (2) directors on written request to the Secretary stating the object of the
meeting. Notices of special meetings of the Board of Directors, stating the time, date, place and
object of the meeting, shall be given to each director either in person, by telephone, by
electronic transmission, or by mail addressed to each directors last known address at least
twenty-four (24) hours prior to the time of such meeting. WAIVER OF NOTICE OF SPECIAL MEETINGS Section 3. All business transacted at any special meeting at which all the directors are
either present, or to the holding of which they shall have consented by signature either in
writing, or by electronic transmission, shall be valid, though no previous notice of such meeting
be given. ACTION IN WRITING Section 4. Any action which may be taken by the Board of Directors or any Committee thereof,
may be taken without a meeting if done by written consent of all members of the Board of Directors
or Committee. Any such consents shall be filed with the minutes of the meeting of the Board of
Directors or Committee. QUORUM Section 5. A majority of the full Board of Directors shall constitute a quorum for the
transaction of business, but less than a majority may adjourn from time to time or sine die. In
case of adjournment to a subsequent date and hour, the Secretary shall give notice of the
adjourned meeting in the manner provided by Section 2 of this Article. 4




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VACANCIES Section 6. The Board of Directors shall have the power to elect successors to fill up to
three (3) vacancies that may occur in their own body, such successors to serve until the next
annual meeting of the stockholders. If more than three (3) vacancies occur during any year, the
remaining directors may call a Special Meeting of Stockholders to fill such additional vacancies
or the remaining directors may continue to act so long as a quorum remains, but such directors, if
less than a quorum, shall promptly call a special meeting of the stockholders to fill such
additional vacancy or vacancies. DIRECTORS MEETING BY TELECONFERENCE Section 7. Unless otherwise restricted by the Articles or these Bylaws, the directors may
participate in a meeting of the Board by means of conference telephone or similar communications
equipment whereby all persons participating in the meeting can hear each other, and participation
in a meeting in such manner shall constitute presence in person at such meeting. REMOVAL OF DIRECTORS BY STOCKHOLDERS Section 8. At a meeting called expressly for that purpose, the stockholders shall have the
power, by a vote of the holders of a majority of the shares then entitled to vote at an election
of directors, to remove any director or directors from office with or without cause. ARTICLE III. OFFICERS ELECTION AND REMOVAL Section 1. The officers of the Company shall be elected to serve during the pleasure of the
Board of Directors, except that the Chairman, if any, and the President shall be elected by the
Board of Directors to serve for one year or until the election and qualification of their
successors; and the Board of Directors may at any time create additional offices and define the
duties thereof, or, with or without cause, abolish offices and remove the incumbents therefrom. NUMBER Section 2. The Board of Directors shall elect a President, a Secretary, and a Treasurer, and
may elect a Chairman, one or more Executive Vice Presidents, one or more Vice Presidents, an
Appointed Actuary, and such additional officers as it may in its discretion determine. Any two (2)
or more offices may be held by the same person, except that no person shall hold both the offices
of Chairman and Secretary, and that no one person shall hold both the offices of President and
Secretary. 5




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DUTIES OF CHAIRMAN Section 3. The Chairman shall be responsible for making recommendations concerning Company
policy to the Board of Directors or the Executive Committee and presiding at meetings of
Stockholders and the Board of Directors. The Chairman shall be consulted on major policy decisions
and shall act in an advisory capacity in connection with the business of the corporation, and
shall perform such other duties as may be specifically assigned by the Board of Directors. DUTIES OF PRESIDENT Section 4. The President shall be the Chief Executive Officer of the Company with general
responsibility for the efficient, profitable management of the Company, and for designating the
duties, powers and authority of all officers and employees of the Company. The President shall be
a member of the Executive Committee and shall have the authority to delegate any of said duties. In the absence of the Chairman, the President shall assume the Chairmans duties. In the event of the inability of the President to act, the Executive Vice President with the
greatest seniority in the non-medical business unit; otherwise the Executive Vice President with
the greatest seniority in the preneed business unit, shall perform the duties and exercise the
powers of the President until some person is appointed by the Board of Directors or the Executive
Committee. DUTIES OF EXECUTIVE VICE PRESIDENT Section 5. The Executive Vice Presidents shall assist the President, and shall have specific
accountability for the quality of performance in those areas of the Companys operations which the
President shall designate. The Executive Vice Presidents shall have such additional
responsibilities as may be assigned by the Board of Directors or the President. DUTIES OF THE VICE PRESIDENT Section 6. The Vice Presidents, one or more of whom may be elected in the discretion of the
Board of Directors, shall have such duties as the Board of Directors or the President shall
prescribe. DUTIES OF THE SECRETARY Section 7. The Secretary shall take charge of and affix the seal of the Company to all
certificates of stock. The Secretary shall be present at all meetings of the Stockholders and of
the Board of Directors, shall attend meetings of the Executive Committee and other committees as
requested, shall keep a true and accurate record of all meetings in books provided for that
purpose, and shall be the custodian of all the official corporate papers of the Company except 6




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those of a financial nature. In the absence of the Secretary, one or more Assistant
Secretaries shall be appointed by the President to execute the foregoing duties. The Secretary
shall perform such other assignments as may be made by the Board of Directors or the President. DUTIES OF TREASURER Section 8. The Treasurer shall be accountable, jointly with such other officer or officers as
may be designated by the Board of Directors, or the President, for the safekeeping of all monies
and securities of the Company, consistent with the rules adopted by the Board of Directors
therefor. The Treasurer shall keep a complete record of all investments, mortgages and securities
and shall attend to the collection of payments and interest due thereon, shall keep the Companys
monies deposited in the name of the Company unless the Board of Directors shall direct otherwise,
control the amount of bank balances in each depository of the Company, and shall have such other
responsibility as may be assigned by the Board of Directors or the President. In the absence of
the Treasurer, one or more Assistant Treasurers shall be appointed by the President to execute the
foregoing duties. DUTIES OF APPOINTED ACTUARY Section 9. The Appointed Actuary shall be responsible for the valuation of liabilities,
monitoring the adequacy of the reserves and the annual asset adequacy analysis. The Appointed
Actuary shall assist with the financial reporting and annual and quarterly statement preparation
and review, and shall have such other duties as may be assigned by the Board of Directors or the
President. The Appointed Actuary shall meet the qualification standards established by the
American Academy of Actuaries. DUTIES OF OTHER OFFICERS Section 10. The Other Officers, who may be elected in such number and with such titles as the
Board of Directors may in its discretion determine, shall have such duties as the Board of
Directors or the President shall prescribe. ARTICLE IV. CAPITAL STOCK CERTIFICATES Section 1. The certificates of capital stock of the Company shall be numbered in progression,
and they shall exhibit the name or names of the person or persons owning the shares represented
thereby, the number of shares for which they are issued, the name of the state in which the
Company is organized, the name of the Company, and shall be signed by the President or a Vice
President and the Secretary or an Assistant Secretary under the corporate seal of the 7




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Company. TRANSFER Section 2. Shares of capital stock of the Company may be transferred at any time by the
holder or by an attorney legally constituted or by a legal representative of the holder. No
transfer shall be valid except between the parties thereto until entered in proper form on the
books of the Company. Surrendered certificates shall be canceled by the Secretary and shall be
placed in the certificate book opposite the memorandum of the issue of that certificate before a
new certificate shall be issued in lieu thereof. ARTICLE V. COMMITTEES EXECUTIVE COMMITTEE Section 1. There shall be an Executive Committee of the Corporation, the membership of which
shall be appointed by the Board of Directors and consist of not less than two (2) members nor more
than three (3) members; that attendance by any two members of the Executive Committee shall
constitute a quorum necessary and sufficient to transact business; that the act of any such two
members shall be the act of the Executive Committee; that notice of each meeting of the Executive
Committee shall be given by the Chairman of the Executive Committee as provided for notice of the
meetings of the Board of Directors of the Corporation and a written waiver of notice signed by a
member, whether executed before or after the meeting, shall be deemed equivalent to notice; that
attendance and participation in the meeting may take place by conference telephone or similar
communications equipment by means of which all persons participating can hear each other; and that
any meeting of the Committee may only be called by or at the request of the Chairman of the
Executive Committee. The Executive Committee shall have and may exercise, when the Board of Directors is not in
session, to the fullest extent permitted by the corporation laws of the State of Iowa, all of the
powers of the Board of Directors in the management of the business and affairs of the Corporation. However, neither the Executive Committee, nor any other committee created under the authority
of this Article shall have the power or authority of the Board with respect to (i) amending the
Articles; (ii) approving or proposing to stockholders actions that are required by the laws of the
State of Iowa to be approved by stockholders; or (iii) amending the Bylaws. In addition, no such
committee shall have the power or authority to declare a dividend, or to authorize the issuance of
stock, or to adopt a certificate of ownership and merger, or to fill vacancies on the Board of
Directors or any committee. Without limiting any powers of the Executive Committee, the Executive Committee shall 8




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specifically act as a Nominating Committee for the purpose of nominating persons to fill
vacancies on the Board of Directors, whether such vacancy be created by resignation, removal, or
expiration of term of office of an existing director, increase in number of directors or
otherwise. The Chairman of the Executive Committee is appointed by the Board of Directors and is
authorized to call and preside over meetings of such Committee. OTHER COMMITTEES Section 2. Additional standing committees may be created as desired or required for specific
purposes at any time by action of the Board of Directors. ARTICLE VI. CORPORATE ACTIONS DIVIDENDS Section 1. The Board of Directors may declare dividends on the stock issued and outstanding
from any source as permitted by the laws of Iowa. LOANING COMPANYS MONIES Section 2. The Company shall not loan any of its funds to any officer, Director or member of
any committee passing on investments. BORROWING MONEY Section 3. The Board of Directors may authorize its officers to negotiate and borrow money
with such limitations as the Board of Directors may from time to time determine, and within such
limitations, such duly authorized officers may execute, in the name of the Company, its bonds,
notes or other suitable obligations therefor; and to secure the payment thereof, may mortgage its
income, rights or property, whether real, personal or both. DEPOSITORIES Section 4. All monies, checks, and evidences of money received by the or belonging to this
Company shall be deposited to the credit of the Company in such banks or trust companies as may be
designated pursuant to authority of the Board of Directors. 9




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ARTICLE VII. MISCELLANEOUS FISCAL YEAR Section 1. The fiscal year of the Company shall end at December 31 of each year. CORPORATE SEAL Section 2. The corporate seal of this Company shall be a circular die, around the edge of
which shall appear the words, Fortis Benefits Insurance Company, and in the center of which
shall appear the words, Corporate Seal. NOMINEES Section 3. The Board of Directors may by resolution, if permitted under the applicable laws
of the State of Iowa, authorize the establishment or designation of a nominee or nominees for the
purpose of registering securities owned by the Company in the name of such nominee or nominees
rather than in the Companys name. Upon such establishment or designation, shares of stock and
other securities owned by this Company may be registered in the name of such nominee or nominees. OFFICERS AND EMPLOYEES BONDS Section 4. The officers and the employees of the Company shall give the bonds for the
faithful performance of their duties when so required, and in such forms as from time to time may
be determined by the Board of Directors. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 5. The Company shall indemnify (including therein the prepayment of expenses) any
person who is or was a director, officer or employee, or who is or was serving at the request of
the Company as a director, officer of employee of another corporation, partnership, joint venture,
trust or other enterprise for expenses (including attorneys fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him with respect to any threatened,
pending, or completed action, suit or proceedings against him by reason of the fact that he is or
was such a director, officer or employee to the extent and in the manner permitted by law. The Company may also, to the extent permitted by law, indemnify any other person who is or
was serving the Company in any capacity. The Board of Directors shall have the power and authority
to determine who may be indemnified under this paragraph and to what extent (not to exceed the
extent provided in the above paragraph) any such person may be indemnified. 10




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The Company may purchase and maintain insurance on behalf of any such person or persons to be
indemnified under the provision in the above paragraphs against any such liability to the extent
permitted by law. VOTING STOCK Section 6. The President or the Treasurer, or a proxy appointed by either of them, unless
some other person or persons shall be appointed by the Board of Directors, may vote shares of
stock in another corporation owned by the Company. EXECUTION OF DOCUMENTS Section 7. Policies of insurance issued by the Company shall be signed by the President or a
Vice President and by the Secretary or other officer of the Company. Both signatures may be
facsimiled, engraved or printed. All other contracts shall be signed by an officer of the Company. The President, a Vice President or the Treasurer shall execute the transfer and assignment of
any and all securities owned by the Company. AMENDMENTS Section 8. These Bylaws may be amended by a majority vote of the stockholders at their Annual
Meeting, or at any other meeting called for that purpose. WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND COMMITTEES Section 9. Any written waiver of notice, signed by the person entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or convened. Neither the
business to be transacted at nor the purpose of any regular or special meeting of the
stockholders, directors, or members of a committee of directors need to be specified in any
written waiver of notice. 11




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I, Katherine L. Greenzang, Secretary of Fortis Benefits Insurance Company, do hereby certify that
the foregoing Restated Bylaws are a true and correct copy of the Restated Bylaws as of September
30th 2004. Fortis Benefits Insurance CompanySecretaryDated:
 VERIFICATION STATE OF
    
    
    
    
    )) ss.COUNTY OF
    
    
    
    
    )
 On ________________________, 2004, before me, ______________________________, a Notary Public,
personally appeared _________________________________, personally known to me to be the
person whose name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by his/her signature on the instrument
the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature:(this area for official notarial seal) 12