65005
CERTIFICATE OF SIMILARITY
11-9-33
INSURANCE DEPARTMENT
STATE OF INDIANA
OFFICE OF
COMMISSIONER OF INSURANCE
Indianapolis, Indiana NOVEMBER 1ST, 2006
I, James Atterholt, Commissioner of Insurance of the state of Indiana, do
hereby certify that I have caused to have compared the annexed copy of the
CERTIFICATE AND ARTICLES OF MERGER OF AMERICAN ENTERPRISE LIFE INSURANCE
COMPANY WITH AND INTO IDS LIFE INSURANCE COMPANY EFFECTIVE DECEMBER 31, 2006
with the original on file at this Department and find the same to be a correct
transcript of the whole of said original.
IN WITNESS WHEREOF, I have hereunto
[SEAL] set my hand and affixed my official
INSURANCE COMMISSIONER seal the day and year first above
STATE OF INDIANA written.
/s/ James Atterholt
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Insurance Commissioner
Commissioner's Certification Seal is in red
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF MERGER
of
IDS LIFE INSURANCE COMPANY
I, TODD ROKITA, Secretary of State of Indiana, hereby certify that
NonQualified Certificate of Merger of the above Minnesota Non-Qualified
Foreign Corporation has been presented to me at my office, accompanied by the
fees prescribed by law and that the documentation presented conforms to law as
prescribed by the provisions of the Miscellaneous.
The following non-surviving entity(s):
AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
a(n) For-Profit Domestic Corporation
merged with and into the surviving entity:
IDS LIFE INSURANCE COMPANY
NOW, THEREFORE, with this document I certify that said transaction will become
effective Sunday, December 31, 2006.
In Witness Whereof, I have caused to be
[SEAL] affixed my signature and the seal of the
SEAL OF THE STATE OF INDIANA State of Indiana, at the City of Indianapolis,
1816 October 3, 2006.
/s/ Todd Rokita
TODD ROKITA,
SECRETARY OF STATE
2006100400382 / 2006100493243
APPROVED
APPROVED JUN 06 2006
AND /s/ [ILLEGIBLE]
FILED STATE OF INDIANA
/s/ Todd Rokita DEPT. OF INSURANCE
IND. SECRETARY OF STATE Deputy Insurance Commissioner
ARTICLES OF MERGER
OF IDS LIFE INSURANCE COMPANY
AND
AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
Pursuant to Minnesota Statutes Ann. Section 60A.16, and Annotated
Indiana Code Section 27-1-9-1 et seq., IDS Life Insurance Company ("IDS
Life"), a Minnesota corporation, and American Enterprise Life Insurance
Company ("AEL"), an Indiana corporation, hereby execute the following Articles
of Merger.
ARTICLE I.
Attached as Exhibit 1 and incorporated herein by reference is the
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Agreement and Plan of Merger (the "Plan") of IDS Life and AEL. The respective
Boards of Directors of IDS Life and AEL each initially adopted the Plan on
February 14, 2006.
ARTICLE II.
The respective sole shareholder of each of IDS Life and AEL adopted
the Plan on February 14, 2006, with Ameriprise Financial, Inc., being the sole
shareholder of IDS Life, casting 100,000 votes, the number of all of the
issued and outstanding shares of IDS Life, in support of the Plan and zero
votes against the Plan; and with IDS Life, being the sole shareholder of AEL,
casting 20,000 votes, the number of all of the issued and outstanding shares
of AEL, in support of the Plan and zero votes against the Plan.
ARTICLE III.
Pursuant to Annotated Indiana Code Section 27-1-9-3(e), the
respective Boards of Directors of IDS Life and AEL each re-approved the Plan
on March 17, 2006.
ARTICLE IV.
The Plan and performance of its terms are duly authorized by all
action required by the laws of the States of Minnesota (including, without
limitation, Minnesota Statutes Ann. Section 60A.16) and Indiana and by the
Articles of Incorporation of IDS Life and AEL.
ARTICLE V.
Provided these Articles of Merger shall have been approved and filed
as required by applicable law, these Articles of Merger and the merger
described in the Plan shall become effective at 11:59 P.M., Central Time, on
the 31st day of December, 2006.
Dated as of this 17th day of March, 2006.
[Signature pages follow]
Page 2 of 4
[IDS Life Signature Page]
IDS LIFE INSURANCE COMPANY
By: /s/ Timothy V. Bechtold
-----------------------
Timothy V. Bechtold, President
ATTEST:
/s/ Thomas R. Moore
- -------------------
Thomas R. Moore, Secretary
ACKNOWLEDGMENT
STATE OF MINNESOTA
COUNTY OF HENNEPIN
I, the undersigned, a Notary Public, within and for the county and
state aforesaid, do hereby certify that on this 24th day of May , 2006,
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personally appeared before me Timothy V. Bechtold and Thomas R. Moore, who,
being by me first duly sworn, declared that they are the President and
Secretary, respectively, of IDS Life Insurance Company, that they signed the
foregoing document as President and Secretary, respectively, of said Company,
and that the statements therein contained are true.
/s/ Lisa B. Larson
------------------
Notary Public
My Commission Expires:
Jan. 31, 2010
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- -----------------------------------------------
LISA B LARSON
[SEAL] Notary Public
Minnesota
My Commission Expires January 31, 2010
- -----------------------------------------------
Page 3 of 4
[AEL Signature Page]
AMERICAN ENTERPRISE LIFE
INSURANCE COMPANY
By: /s/ Gumer C. Alvero
-------------------
Gumer C. Alvero, President
ATTEST:
/s/ Thomas R. Moore
- -------------------
Thomas R. Moore, Secretary
ACKNOWLEDGMENT
STATE OF MINNESOTA
COUNTY OF HENNEPIN
I, the undersigned, a Notary Public, within and for the county and
state aforesaid, do hereby certify that on this 24th day of May , 2006,
---- -----------
personally appeared before me Gumer C. Alvero and Thomas R. Moore, who,
being by me first duly sworn, declared that they are the President and
Secretary, respectively, of American Enterprise Life Insurance Company, that
they signed the foregoing document as President and Secretary, respectively,
of said Company, and that the statements therein contained are true.
/s/ Lisa B. Larson
------------------
Notary Public
My Commission Expires:
Jan. 31, 2010
- -------------
- -----------------------------------------------
LISA B LARSON
[SEAL] Notary Public
Minnesota
My Commission Expires January 31, 2010
- -----------------------------------------------
Page 4 of 4
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is entered into as of
the 17th day of March, 2006, by and between IDS Life Insurance Company, a
Minnesota life insurance corporation with its home office located at 227 AXP
Financial Center, Minneapolis, Minnesota 55474 (hereinafter sometimes referred
to as "IDS Life" or the "Surviving Corporation"), and American Enterprise Life
Insurance Company, an Indiana life insurance corporation with its home office
located at 1000 Capital Center S., 201 N. Illinois, Indianapolis, Indiana
46204 (hereinafter sometimes referred to as "AEL") (said life insurance
corporations being hereinafter sometimes collectively referred to as the
"Constituent Corporations").
RECITALS
A. IDS Life is a corporation duly organized, existing and in good standing
under the laws of the State of Minnesota, having been originally incorporated
on August 7, 1957, and has on the date hereof an authorized capital of 100,000
shares of common stock at $30.00 par value per share, of which 100,000 shares
are issued and outstanding, all of which shares are owned legally and
beneficially by Ameriprise Financial, Inc. (hereinafter referred to as
"Ameriprise").
B. AEL is a corporation duly organized, existing and in good standing under
the laws of the State of Indiana, having been originally incorporated on
November 18, 1981, and has on the date hereof an authorized capital of 100,000
shares of common stock at $150.00 par value per share, of which 20,000 shares
are issued and outstanding, all of which shares are owned legally and
beneficially by IDS Life.
C. The Boards of Directors and the sole shareholders of the respective
Constituent Corporations deem it advisable and in the best interest of said
corporations that AEL be merged into IDS Life as provided herein and have
approved this Agreement.
In consideration of the premises and the agreements herein contained,
the parties hereto, in accordance with the applicable provisions of the laws
of the States of Minnesota and Indiana, do hereby agree as follows:
1. Merger. AEL shall be merged with and into IDS Life pursuant to the laws of
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the states of Minnesota and Indiana (the "Merger"). On and after the effective
date of the Merger:
a. IDS Life shall be the Surviving Corporation and shall continue to
exist as a domestic stock life insurance company under the laws of the State
of Minnesota. As the Surviving Corporation, IDS Life shall possess all the
rights, privileges and franchises of each of the Constituent Corporations so
merged, except that the Surviving Corporation shall not thereby acquire
authority to engage in any insurance business or exercise any right which an
insurance corporation may not be formed under the laws of the State of
Minnesota to engage in or exercise. All the property, real, personal, and
mixed of each of the Constituent Corporations, and all debts due on whatever
account to any of them, including without limitation subscriptions for shares,
premiums on existing policies, and all other choses in action belonging to
either of the Constituent Corporations, shall be taken and be deemed to be
transferred to and vested in the Surviving Corporation without further act or
deed. In particular, without limiting the foregoing, each Separate Account
duly established by each of the Constituent Corporations prior to the
effective date of the Merger shall, on and after the effective date of the
Merger, be a duly established Separate Account of the Surviving Corporation as
though it had been originally
Page 2 of 8
established by the Surviving Corporation. The Surviving Corporation shall be
responsible for all the liabilities and obligations of each of the Constituent
Corporations so merged in the same manner and to the same extent as if such
Surviving Corporation had itself incurred the same or contracted therefor; but
the rights of the creditors of any of the Constituent Corporations, or of any
persons dealing with such Constituent Corporations, shall not be impaired by
the Merger, and any claim existing or action or proceeding pending by or
against any of the Constituent Corporations may be prosecuted to judgment as
if the Merger had not taken place, or the Surviving Corporation may be
proceeded against or substituted in AEL's place. No liens upon the property of
the Constituent Corporations so merged shall be impaired by the Merger, but
such liens shall be limited to the property upon which they were liens
immediately prior to the effective time of the Merger.
b. AEL as a Constituent Corporation, pursuant to the Indiana
Insurance Code and the Minnesota Insurance Code, shall cease to exist, and its
property and obligations shall become the property and obligations of IDS Life
as the Surviving Corporation.
2. Name and State of Domicile of Surviving Corporation. Simultaneously with
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the effectiveness of the Merger, the Articles of Incorporation of the
Surviving Corporation shall be amended to change the name of the Surviving
Corporation to "RiverSource Life Insurance Company" and the state of domicile
shall remain the state of Minnesota.
3. Articles of Incorporation; Bylaws. The Articles of Incorporation of IDS
---------------------------------
Life and the Bylaws of IDS Life, in effect on the effective date of the Merger
and each as amended to reflect the Surviving Corporation's name change to
"RiverSource Life Insurance Company," shall be the Articles of Incorporation
and Bylaws of the Surviving Corporation.
Page 3 of 8
4. Directors. The members of the Board of Directors of IDS Life in office on
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the effective date of the Merger shall be the members of the Board of
Directors of the Surviving Corporation until their successors are duly elected
and qualified under the Bylaws of the Surviving Corporation.
5. Officers. The officers of IDS Life in office on the effective date of the
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Merger shall be the officers of the surviving Corporation until their
successors are duly elected and qualified under the Bylaws of the Surviving
Corporation.
6. Corporate Acts and Plans. All corporate acts, plans, policies,
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resolutions, approvals and authorizations of the shareholders, Board of
Directors, committees elected or appointed by the Board of Directors, officer
and agents of AEL, which were valid and effective immediately prior to the
effective date of the Merger shall be taken for all purposes as the acts,
plans, policies, resolutions, approval, and authorizations of the Surviving
Corporation and shall be effective and binding thereon as the same were with
respect to AEL.
7. Shares of Surviving Corporation. Each share of the common stock of IDS Life
-------------------------------
issued and outstanding on the effective date of the Merger shall thereupon,
without further action, be one share of the common stock of the Surviving
Corporation, without the issuance or exchange of new shares or share
certificates, and no additional shares of the Surviving Corporation shall be
issued in connection with the Merger.
8. Cancellation of AEL Shares. All of the common stock of AEL issued and
--------------------------
outstanding immediately prior to the effective date of the Merger, such shares
being owned in their entirety by IDS Life, and all rights in respect thereof,
shall be cancelled forthwith on the effective date of
Page 4 of 8
the Merger, and the certificates representing such shares shall be surrendered
and cancelled, and no shares of the Surviving Corporation shall be issued in
lieu thereof.
9. Approvals. To the extent necessary and not previously obtained, this
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Agreement shall be submitted for adoption or approval to (1) the sole
shareholder of AEL, (2) the sole shareholder of IDS Life, (3) the Minnesota
Commissioner of Commerce, (4) the Insurance Commissioner for the State of
Indiana, and (5) the insurance regulatory authorities of other states, if any,
which may require such submission. If and when all such required adoptions and
approvals are obtained, the officers of each of the Constituent Corporations
shall, and are hereby authorized and directed to, perform all such further
acts, and execute and deliver to the proper authorities for filing all
documents, as may be necessary or proper to render the Merger effective.
10. Abandonment of Agreement. Notwithstanding any of the provisions of this
------------------------
Agreement, the Board of Directors of IDS Life, at any time before or after
approval by the sole shareholder of either or both Constituent Corporations
and prior to the effective date of the Merger herein contemplated, and for any
reason it may deem sufficient and proper, shall have the power and authority
to abandon and refrain from making effective the contemplated Merger as set
forth herein; in which case this Agreement shall thereby be cancelled and
become null and void.
11. Choice of Laws. This Agreement shall be construed and interpreted in
--------------
accordance with, and governed by, the laws of the State of Minnesota and, as
applicable, the laws of the State of Indiana as the same affect the Merger.
12. Amendment. Anything in this Agreement or elsewhere to the contrary
---------
notwithstanding, to the extent permitted by law this Agreement may be amended,
supplemented, or interpreted at
Page 5 of 8
any time by action taken by the respective Boards of Directors of the
Constituent Companies, and, in the case of an interpretation, the actions of
such Boards of Directors shall be binding.
13. Expenses. The Surviving Corporation shall pay all expenses of the parties
--------
incurred in connection with the Merger.
14. Execution and Delivery of Necessary Instruments. From time to time, as and
-----------------------------------------------
when requested by the Surviving Corporation or by its successors or assigns,
AEL shall execute and deliver or cause to be executed and delivered all such
other instruments and shall take or cause to be taken all such further or
other actions as the Surviving Corporation, or its successors or assigns, may
deem necessary or desirable in order to vest and confirm to the Surviving
Corporation and its successors and assigns, title to and possession of all the
property, rights, privileges, powers and franchises referred to herein and to
otherwise carry out the intent and purpose of this Agreement. From time to
time, as and when it deems necessary, the Surviving Corporation shall execute
and deliver or cause to be executed and delivered all such other instruments,
and shall take or cause to be taken all such further or other actions, as are
necessary or desirable in order to assume or otherwise comply with the
outstanding debts, duties or other obligations of AEL.
15. Effective Date and Time. The effective date and time for the Merger
-----------------------
contemplated herein shall be at 11:59 P.M., Central Time, on December 31,
2006.
[Signature page follows]
Page 6 of 8
IN WITNESS WHEREOF, the Constituent Corporations have caused this
Agreement to be executed in their corporate names by their respective officers
as of the date set forth first above.
IDS LIFE INSURANCE COMPANY
By: /s/ Timothy V. Bechtold
-----------------------
Timothy V. Bechtold, President
ATTEST:
/s/ Thomas R. Moore
- -------------------
Thomas R. Moore, Secretary
AMERICAN ENTERPRISE LIFE
INSURANCE COMPANY
By: /s/ Gumer C. Alvero
-------------------
Gumer C. Alvero, President
ATTEST:
/s/ Thomas R. Moore
- -------------------
Thomas R. Moore, Secretary
Page 7 of 8
ACKNOWLEDGMENT
STATE OF MINNESOTA
COUNTY OF HENNEPIN
I, the undersigned, a Notary Public, within and for the county and
state aforesaid, do hereby certify that on this 17th day of March , 2006,
---- -------------
personally appeared before me Timothy V. Bechtold and Thomas R. Moore, who,
being by me first duly sworn, declared that they are the President and
Secretary, respectively, of IDS Life Insurance Company, that they signed the
foregoing document as President and Secretary, respectively, of said Company,
and that the statements therein contained are true.
/s/ Lisa B. Larson
------------------
Notary Public
My Commission Expires:
Jan. 31, 2010
- -------------
--------------------------------------------
LISA B LARSON
[SEAL] Notary Public
Minnesota
My Commission Expires January 31, 2010
--------------------------------------------
ACKNOWLEDGMENT
STATE OF MINNESOTA
COUNTY OF HENNEPIN
I, the undersigned, a Notary Public, within and for the county and
state aforesaid, do hereby certify that on this 17th day of March , 2006,
---- -------------
personally appeared before me Gumer C. Alvero and Thomas R. Moore, who,
being by me first duly sworn, declared that they are the President and
Secretary, respectively, of American Enterprise Life Insurance Company, that
they signed the foregoing document as President and Secretary, respectively,
of said Company, and that the statements therein contained are true.
/s/ Lisa B. Larson
------------------
Notary Public
My Commission Expires:
Jan. 31, 2010
- -------------
--------------------------------------------
LISA B LARSON
[SEAL] Notary Public
Minnesota
My Commission Expires January 31, 2010
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Page 8 of 8