METLIFE INSURANCE COMPANY OF CONNECTICUT
CERTIFICATE OF CORPORATE SECRETARY
I, Jacob Jenkelowitz, Corporate Secretary of MetLife Insurance Company of
Connecticut, a corporation organized and existing under the laws of the State of
Connecticut (the "Company"), do hereby certify that the following is a true and
correct copy of resolutions duly adopted by the Board of Directors of the
Company on August 13, 2014, and that such resolutions have not been amended,
modified or rescinded and remain in full force and effect as of the date hereof:
WHEREAS, the members of the board of directors ("Board") of MetLife
-----
Insurance Company of Connecticut (the "Company") have been presented with a
-------
proposal to relocate the jurisdiction of incorporation of the Company from
the State of Connecticut to the State of Delaware (the "Redomestication")
---------------
pursuant to Section 38a-58a(b) of the Connecticut General Statutes, Section
4946 of the Delaware Insurance Code and Section 265 of the General
Corporation Law of the State of Delaware;
WHEREAS, the Board, after due evaluation and consideration has
determined it to be advisable and in the best interest of the Company and
its stockholders for the Company to consummate the Redomestication;
NOW, THEREFORE, BE IT:
RESOLVED, FURTHER, that, subject to any and all required regulatory
approvals, the Board has determined it to be advisable to effectuate the
Redomestication on November 14, 2014 by means of filing (1) a certificate
of conversion substantially in the form attached hereto as Exhibit B
("Certificate of Conversion") and a certificate of incorporation
substantially in the form attached hereto as Exhibit C ("Certificate of
Incorporation") with the Secretary of State of Delaware and (2) a
certificate of redomestication substantially in the form attached hereto as
Exhibit D ("Certificate of Redomestication", and together with the
Certificate of Conversion and Certificate of Incorporation, the
"Certificates") with the Secretary of State of Connecticut;
RESOLVED, FURTHER, that, subject to any and all required regulatory
approvals, the form and the terms of the Certificates and the actions
contemplated thereby, including the Redomestication, be, and hereby are,
authorized and approved, and that the Board hereby recommends that the
stockholders approve the Redomestication;
RESOLVED, FURTHER, that, upon approval of the Redomestication of the
Company by the stockholders of the Company, the officers of the Company be,
and each of them hereby is, authorized, empowered and directed in the name
and on behalf of the Company to (1) execute the Certificates in
substantially the form attached, and with any changes thereto as determined
necessary or desirable by any officer of the Company, the
execution thereof to be conclusive evidence of such determination, (2) file
or cause to be filed the executed Certificate of Conversion and the
executed Certificate of Incorporation with the Secretary of State of
Delaware, (3) file or cause to be filed the executed Certificate of
Redomestication with the Secretary of State of Connecticut, and (4) make
any other related governmental filings deemed necessary or desirable by an
officer of the Company to effectuate the Redomestication, and that the
officers of the Company be, and each of them hereby is, authorized,
empowered and directed in the name and on behalf of the Company, to
effectuate the Redomestication;
RESOLVED, FURTHER, that in connection with the Redomestication as
provided for in the Certificate of Incorporation, upon the effectiveness of
the Certificates, the conversion of each 10,000 shares of the Common Stock
issued and outstanding immediately prior to the effectiveness of the
Certificates to one (1) issued and outstanding, fully paid and
nonassessable share of common stock, par value $25,000 per share of the
Company be, and hereby is, authorized and approved, and that the officers
of the Company be, and each of them hereby is, authorized, empowered and
directed in the name and on behalf of the Company, to consummate such
conversion, and to take such actions as may be necessary or advisable to
effectuate such conversion in accordance with the Certificate of
Incorporation;
RESOLVED, FURTHER, that such commitments, undertakings and agreements
as may be requested by each of the Delaware Department of Insurance, the
Connecticut Department of Insurance, Delaware Secretary of State and the
Connecticut Secretary of State's Office in connection with obtaining
approval for the Redomestication, and any filings in connection therewith,
be, and each of them hereby is, approved and ratified and that the officers
of the Company be, and each of them hereby is, authorized, empowered and
directed in the name and on behalf of the Company, to execute such
commitments, undertakings and agreements in substantially such form, with
any changes thereto as determined necessary or desirable by any officer of
the Company, the execution thereof to be conclusive evidence of such
determination, and to take such actions as may be necessary or advisable in
connection therewith.
IN WITNESS WHEREOF, I have hereunto set my hand by and on behalf of the Company
as of the 15th day of August, 2014.
[LOGO OF SEAL] /s/ Jacob Jenkelowitz
------------------------------------
Jacob Jenkelowitz
Corporate Secretary
2
EXHIBIT B
CERTIFICATE OF CONVERSION
OF
METLIFE INSURANCE COMPANY OF CONNECTICUT
(A CONNECTICUT CORPORATION)
TO
METLIFE INSURANCE COMPANY OF CONNECTICUT
(A DELAWARE CORPORATION)
This Certificate of Conversion, dated [_______] ___, 2014, is being
duly executed and filed by MetLife Insurance Company of Connecticut, a
Connecticut corporation (the "Foreign Corporation"), to convert the Foreign
Corporation to MetLife Insurance Company of Connecticut, a Delaware corporation
(the "Corporation"), pursuant to Section 265 of the General Corporation Law of
the State of Delaware (the "General Corporation Law").
1. The Foreign Corporation was first formed on June 17, 1863 under
the laws of the State of Connecticut and was a stock corporation under the laws
of the State of Connecticut immediately prior to the filing of this Certificate
of Conversion.
2. The name of the Foreign Corporation immediately prior to the
filing of this Certificate of Conversion was MetLife Insurance Company of
Connecticut. The Foreign Corporation was a Connecticut stock corporation
immediately prior to the filing of this Certificate of Conversion.
3. The name of the Corporation as set forth in its certificate of
incorporation filed in accordance with Section 265(b) of the General
Corporation Law is MetLife Insurance Company of Connecticut.
4. The conversion of the Foreign Corporation to the Corporation shall
be effective at 5:31 p.m. (Eastern Time) on November 14, 2014.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Conversion on the date first-above written.
MetLife Insurance Company of Connecticut,
a Connecticut corporation
By:
-----------------------------------------
Name:
Title:
EXHIBIT C
CERTIFICATE OF INCORPORATION
OF
METLIFE INSURANCE COMPANY OF CONNECTICUT
MetLife Insurance Company of Connecticut, a corporation originally
organized under the laws of the State of Connecticut on June 17, 1863, for the
purpose of continuing its existence, without interruption, as a corporation
existing under the laws of the State of Delaware, does hereby elect, pursuant
to Section 265 of the General Corporation Law of the State of Delaware, to
convert from a corporation organized under the laws of the State of Connecticut
to a corporation organized under the laws of the State of Delaware. Upon the
effectiveness of the Certificate of Conversion of MetLife Insurance Company of
Connecticut, a Connecticut corporation, to MetLife Insurance Company of
Connecticut, a Delaware corporation, and this Certificate of Incorporation, (i)
MetLife Insurance Company of Connecticut, a Delaware corporation, shall be
considered to be the same corporation as MetLife Insurance Company of
Connecticut, a Connecticut corporation, and such conversion shall constitute a
continuation of the existence of MetLife Insurance Company of Connecticut, a
Connecticut corporation, in the form of MetLife Insurance Company of
Connecticut, a Delaware corporation; and (ii) all of the rights, privileges and
powers of MetLife Insurance Company of Connecticut, a Connecticut corporation,
and all property, real, personal and mixed, and all debts due to MetLife
Insurance Company of Connecticut, a Connecticut corporation, as well as all
other things and causes of action belonging to MetLife Insurance Company of
Connecticut, a Connecticut corporation, shall remain vested in MetLife
Insurance Company of Connecticut, a Delaware corporation, and shall be the
property of MetLife Insurance Company of Connecticut, a Delaware corporation,
and the title to any real property vested by deed or otherwise in such other
entity shall not revert or be in any way impaired by reason of the General
Corporation Law of the State of Delaware; but all rights of creditors and all
liens upon any property of MetLife Insurance Company of Connecticut, a
Connecticut corporation, shall be preserved unimpaired, and all debts,
liabilities and duties of MetLife Insurance Company of Connecticut, a
Connecticut corporation, shall remain attached to MetLife Insurance Company of
Connecticut, a Delaware corporation, and may be enforced against it to the same
extent as if said debts, liabilities and duties had originally been incurred or
contracted by it in its capacity as MetLife Insurance Company of Connecticut, a
Delaware corporation.
For the purpose of setting forth its Certificate of Incorporation as
a Delaware corporation, MetLife Insurance Company of Connecticut, a Connecticut
corporation, has caused the undersigned incorporator to execute this
Certificate of Incorporation and to certify as follows:
FIRST. The name of the corporation is MetLife Insurance Company of
Connecticut (the "Corporation").
SECOND. The address of the Corporation's registered office in the
State of Delaware is c/o The Corporation Trust Company, Corporation Trust
Center, 1209 Orange Street in the City of Wilmington, County of New Castle
19801. The name of its registered agent at such address is The Corporation
Trust Company.
THIRD. The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware. Without limiting the generality of
the foregoing, the Corporation shall have and may exercise the power to issue
any or all of its policies or contracts with or without participation in
profits, savings, unabsorbed portions of premiums or surplus, to classify
policies issued and perils insured on a participating and nonparticipating
basis, and to determine the right to participate and the extent of
participation of any class or classes of policies. All dividends to
policyholders allocated to such participating policies, which dividends to
policyholders shall not be claimed and called for within two years after the
same shall have been declared, shall, to the fullest extent permitted by law,
be forfeited to the Corporation. For the avoidance of doubt, the term
"dividends to policyholders," as used in this Article THIRD, shall not be
deemed to refer to a dividend declared and paid on the shares of any class or
series of the Corporation's capital stock pursuant to Section 170 of the
General Corporation Law of the State of Delaware. The Corporation is being
incorporated in connection with the conversion of MetLife Insurance Company of
Connecticut, a Connecticut corporation ("MetLife Connecticut"), to the
Corporation (the "Conversion"), and this Certificate of Incorporation is being
filed simultaneously with the Certificate of Conversion of MetLife Connecticut
to the Corporation (the "Certificate of Conversion").
FOURTH. The total number of shares of capital stock that the
Corporation shall have authority to issue is five thousand (5,000), which shall
be divided into two classes, consisting of four thousand (4,000) shares of
common stock, par value $25,000 per share (the "Common Stock"), and one
thousand (1,000) shares of preferred stock, par value $0.01 per share (the
"Preferred Stock").
Upon the effectiveness of the Certificate of Conversion and this
Certificate of Incorporation on November 14, 2014 at 5:31 p.m. (Eastern Time)
(the "Effective Time"), each 10,000 shares of common capital stock of MetLife
Connecticut issued and outstanding immediately prior to the Effective Time
shall be converted into, and shall be deemed to be, one (1) issued and
outstanding, fully paid and nonassessable share of Common Stock, without any
action required on the part of the Corporation or the holder thereof. Any
certificate that, immediately prior to the Effective Time, represented shares
of common capital stock of MetLife Connecticut shall, from and after the
Effective Time, automatically and without the necessity of presenting the same
for exchange, be deemed to represent the number of shares of Common Stock into
which such shares were converted pursuant to the preceding provisions of this
Article FOURTH.
Shares of Preferred Stock may be issued in one or more series, from
time to time, with each such series to consist of such number of shares and to
have such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other
special rights, and the qualifications, limitations or restrictions thereof, as
shall be stated in the resolution or resolutions providing for the issuance of
such series adopted by the Board of Directors of the Corporation (the "Board"),
and the Board is hereby expressly vested with authority, to the full extent now
or hereafter provided by law, to adopt any such resolution or resolutions.
-2-
FIFTH. The incorporator of the Corporation is Jacob Jenkelowitz,
whose mailing address is c/o MetLife, 1095 Avenue of the Americas, New York,
New York 10036-6796.
SIXTH. Unless and except to the extent that the bylaws of the
Corporation (the "Bylaws") shall so require, the election of directors of the
Corporation need not be by written ballot.
SEVENTH. In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the Board is expressly authorized to
make, alter and repeal the Bylaws.
EIGHTH. A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Any
amendment, modification or repeal of the foregoing sentence shall not adversely
affect any right or protection of a director of the Corporation hereunder in
respect of any act or omission occurring prior to the time of such amendment,
modification or repeal.
NINTH. The Corporation reserves the right at any time, and from time
to time, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of
the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of any nature conferred upon stockholders, directors or any other
persons by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
article.
* * *
This Certificate of Incorporation shall be effective at 5:31 p.m.
(Eastern Time) on November 14, 2014.
-3-
The undersigned incorporator hereby acknowledges that this Certificate of
Incorporation is his act and deed on this ___ day of [_______], 2014.
------------------------------------
Name: Jacob Jenkelowitz
Incorporator
-4-
EXHIBIT D
[EXHIBIT FOLLOWS]
[LOGO] MAILING ADDRESS: COMMERCIAL RECORDING DIVISION, CONNECTICUT SECRETARY OF THE
STATE, P.O BOX 150470, HARTFORD. CT 06115-0470 DELIVERY ADDRESS: COMMERCIAL
RECORDING DIVISION, CONNECTICUT SECRETARY OF THE STATE. 30 TRINITY STREET,
HARTFORD. CT 06106
PHONE: 860-509-6003 WEBSITE: www.concord-sots.ct.gov
-----------------------
CERTIFICATE OF REDOMESTICATION FROM CONNECTICUT
INSURANCE COMPANY REDOMESTICATION
USE INK. COMPLETE ALL SECTIONS. PRINT OR TYPE. ATTACH 81/2 X 11 SHEETS IF NECESSARY.
FILING PARTY (CONFIRMATION WILL BE SENT TO THIS ADDRESS): FILING FEE: $100
MAKE CHECKS PAYABLE TO "SECRETARY
OF THE STATE"
NAME:
ADDRESS:
CITY:
STATE: ZIP:
1. NAME OF CONNECTICUT INSURANCE COMPANY:
MetLife Insurance Company of Connecticut
2. STATE TO WHICH THE INSURANCE COMPANY IS REDOMESTICATING:
Delaware, to be effective as of November 14, 2014 at 5:31 p.m.
3. APPROVALS:
THE CORPORATION'S REDOMESTICATION WAS APPROVED BY THE INSURANCE COMMISSIONER OF
THE STATE OF CONNECTICUT AS DEMONSTRATED BY SUCH COMMISSIONER'S CERTIFICATE OF
APPROVAL INCLUDED HEREWITH.
THE CORPORATION'S REDOMESTICATION FROM CONNECTICUT WAS FURTHER APPROVED BY THE
INSURANCE COMMISSIONER OF THE STATE OF Delaware
(STATE TO WHICH CORPORATION IS REDOMESTICATING)
4. VOTE INFORMATION: (CHECK AND COMPLETE A. OR B.)
[X] (A) THE INSURANCE COMPANY HAS AUTHORITY TO ISSUE CAPITAL STOCK. THE
RESOLUTION OF REDOMESTICATION WAS ADOPTED BY ITS BOARD OF DIRECTORS AND
APPROVED BY ITS SHAREHOLDERS AS FOLLOWS (PROVIDE AT MINIMUM THE TOTAL
NUMBER OF SHAREHOLDER VOTES CAST IN FAVOR OF THE RESOLUTION AND THE TOTAL
NUMBER OF VOTES CAST AGAINST THE RESOLUTION OR, IF NO SHAREHOLDER APPROVAL
WAS REQUIRED, PROVIDE A STATEMENT TO THAT EFFECT).
[ ] (B) THE CORPORATION IS A MUTUAL INSURANCE COMPANY. THE RESOLUTION OF
REDOMESTICATION WAS ADOPTED BY ITS BOARD OF DIRECTORS AND APPROVED BY ITS
MEMBERS AS FOLLOWS (PROVIDE AT MINIMUM THE TOTAL NUMBER OF MEMBER VOTES
CAST IN FAVOR OF THE RESOLUTION AND THE TOTAL NUMBER OF VOTES CAST AGAINST
THE RESOLUTION OR, IF NO MEMBERSHIP APPROVAL WAS REQUIRED, PROVIDE A
STATEMENT TO THAT EFFECT).
5. EXECUTION (SUBJECT TO PENALTY OF FALSE STATEMENT):
DATED THIS __________ DAY ____________ ,20_____________
NAME OF SIGNATORY
(print/type) CAPACITY/TITLE OF SIGNATORY SIGNATURE
------------------- --------------------------- ---------