STATE OF NEBRASKA
United States of America, } ss. Secretary of State
State of Nebraska } State Capitol
Lincoln, Nebraska
I, John A. Gale, Secretary of State of the
State of Nebraska, do hereby certify that
METROPOLITAN TOWER LIFE INSURANCE COMPANY
A CORPORATION FILED DOMESTICATION DOCUMENTS ON APRIL 16, 2018 WITH AN EFFECTIVE
DATE OF APRIL 27, 2018 AT 5:30 P.M. EASTERN TIME AGREEING TO BE BOUND TO THE
LAWS OF NEBRASKA.
I FURTHER CERTIFY THAT ATTACHED ARE TRUE AND CORRECT COPIES OF THE ABOVE
MENTIONED DOMESTICATION DOCUMENTS.
THIS CERTIFICATE IS NOT TO BE CONSTRUED AS AN ENDORSEMENT,
RECOMMENDATION, OR NOTICE OF APPROVAL OF THE ENTITY'S FINANCIAL
CONDITION OR BUSINESS ACTIVITIES AND PRACTICES.
In Testimony Whereof,
I have hereunto set my hand and
affixed the Great Seal of the
[LOGO OF SEAL] State of Nebraska on this date of
APRIL 16, 2018
/s/ John A. Gale
------------------------
John A. Gale
Secretary of State
ARTICLES OF DOMESTICATION
OF
METROPOLITAN TOWER LIFE INSURANCE COMPANY
-----------------------------------------
Metropolitan Tower Life Insurance Company (the "Corporation") hereby submits
these Articles of Domestication pursuant to NEB. REV. STAT. 21-2,129.
1. The name of the Corporation immediately before the filing of these
Articles of Domestication was Metropolitan Tower Life Insurance Company. The
Corporation shall use the same name as domesticated in Nebraska.
2. The jurisdiction of incorporation of the Corporation immediately before
the filing of these Articles of Domestication was Delaware. The Corporation was
incorporated as a Delaware domestic life insurance company on March 4, 1982.
3. Domestication of the Corporation in Nebraska was duly authorized as
required by the laws of the State of Delaware, the jurisdiction in which the
Corporation was incorporated immediately before its domestication in Nebraska.
4. Amended and Restated Articles of Incorporation for the Corporation are
attached hereto as Exhibit A and incorporated herein by reference.
5. The effective time of the domestication effected hereby shall be
5:30 p.m. (Eastern Time) April 27, 2018 (the "Effective Time").
--------------
IN WITNESS WHEREOF, Metropolitan Tower Life Insurance Company has caused
these Articles of Domestication of Metropolitan Tower Life Insurance Company to
be executed by its President and Secretary this 27 day of March, 2018.
METROPOLITAN TOWER LIFE INSURANCE COMPANY
By: /s/ Marlene Debel
-------------------------------------
Marlene Debel
President
By: /s/ Tyla Reynolds
-------------------------------------
Tyla Reynolds
Secretary
- 2 -
EXHIBIT A TO THE ARTICLES OF
DOMESTICATION - AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
METROPOLITAN TOWER LIFE INSURANCE
COMPANY
- 3 -
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
METROPOLITAN TOWER LIFE INSURANCE COMPANY
a Nebraska corporation
Metropolitan Tower Life Insurance Company (the "Corporation") hereby adopts the
following Amended and Restated Articles of Incorporation for the Corporation.
The Corporation was originally incorporated as a Delaware domestic life
insurance company under the name Metropolitan Tower Insurance Company on March
4, 1982. Effective March 25, 1982, the Corporation changed its name to
METROPOLITAN TOWER LIFE INSURANCE COMPANY. The Corporation is executing and
filing these Amended and Restated Articles of Incorporation ("Articles of
Incorporation") pursuant to the applicable provisions of the Nebraska Model
Business Corporation Act and the insurance laws of the State of Nebraska for the
purpose of redomesticating the Corporation to Nebraska (the "Redomestication").
ARTICLE I
Name of Corporation
-------------------
The name of this corporation is Metropolitan Tower Life Insurance Company.
ARTICLE II
Registered Office and Address
-----------------------------
The street address of the initial registered office shall be c/o C T Corporation
System, 5601 South 59th Street, Lancaster County, Lincoln, Nebraska 68516 and
the name of the registered agent shall be C T Corporation System, 5601 South
59th Street, Lancaster County, Lincoln, Nebraska 68516.
ARTICLE III
Authorized Shares
-----------------
The aggregate number of shares which the Corporation shall have authority to
issue is 6,000 shares of stock consisting of Preferred Common and Common Stock.
The total number of shares of Preferred Stock that this Corporation shall have
authority to issue is 2,000 shares, each with a par value of $1.00.
The total number of shares of Common Stock that this Corporation shall have
authority to issue is 4,000 shares, each with a par value of $2,000.00.
The terms, including the preferences, limitations, voting powers and relative
rights of the Preferred Stock are as follows: This Corporation's Board of
Directors shall have the full authority permitted by law to divide the
authorized and unissued shares of Preferred Stock into series, and to provide
for the issuance of such shares (in an aggregate amount not exceeding the
aggregate number of shares of Preferred Stock authorized by these Articles of
Incorporation (as amended or restated from time to time)), as determined from
time to time by the Board of Directors and stated, before the issuance of any
shares thereof, in the resolution or resolutions providing for the issuance
thereof. The Board of Directors shall have the authority
- 4 -
to fix and determine and to amend the number of shares of any series of
Preferred Stock that is wholly unissued or to be established and to fix and
determine and to amend the designation, preferences, voting powers and
limitations, and the relative, participating, optional or other rights, of any
series of shares of Preferred Stock that is wholly unissued or to be
established, including, without limiting the generality of the foregoing, the
voting rights relating to shares of such series of Preferred Stock, the rate of
dividend to which holders of shares of such series of Preferred Stock may be
entitled, the rights of holders of shares of such series of Preferred Stock in
the event of liquidation, dissolution or winding up of the affairs of this
Corporation, the rights of holders of shares of such series of Preferred Stock
to convert or exchange shares of such series of Preferred Stock for shares of
any other capital stock or for any other securities, property or assets of this
Corporation, and whether or not the shares of such series of Preferred Stock
shall be redeemable and, if so, the term and conditions of such redemption.
Before this Corporation shall initially issue shares of a series of Preferred
Stock created under the applicable provisions of the Nebraska Model Business
Corporation Act, articles of amendment setting forth the terms of such series in
a form meeting the applicable requirements of the Nebraska Model Business
Corporation Act shall be filed with the Secretary of State of the State of
Nebraska in the manner prescribed by the Nebraska Model Business Corporation
Act, and shall be effective without shareholder approval.
The terms, including the preferences, limitations, voting powers and relative
rights of the Common Stock (subject to the preferences and rights of the
Preferred Stock as determined by a resolution or resolutions of the Board of
Directors pursuant to Section III of these Articles of Incorporation) are as
follows: Except as otherwise expressly provided in these Articles of
Incorporation or required pursuant to applicable law, each holder of Common
Stock shall have the unlimited power to vote and in furtherance thereof, be
entitled to one (1) vote for each share of Common Stock held as of the
applicable record date on any matter that is submitted to a vote of the
shareholders of this corporation (including, without limitation, any matter
voted on at a shareholders' meeting).
ARTICLE IV
Purpose of Corporation
----------------------
The general nature of the business and the purposes of the Corporation shall be
to issue all lines of insurance which are permitted under Nebraska Revised
Statutes Section 44-201, as now or hereafter existing.
The Corporation shall have all incidental powers customarily exercised by such
corporations for processing and developing its business as may be permitted or
authorized. It shall also have power to exercise any general or specific grants
of power provided in the statutes of the State of Nebraska.
ARTICLE V
Organization
------------
The Corporation is organized under the Statutes of the State of Nebraska and
shall conduct its business pursuant to the Nebraska Statutes now or hereafter
applicable to such a corporation. The operation of the Corporation may be
extended to any other state, territory, or foreign country with power to comply
with all legal and regulatory requirements and demands thereof when and as
authorized by the Board of Directors. Said Board may authorize and approve the
issuance of policies, and fix the premiums relating thereto.
- 2 -
ARTICLE VI
Officers and Directors
----------------------
The officers of the Corporation shall consist of such officers as the Bylaws may
provide. The manner of election of officers and the terms of such officers shall
be such as the Bylaws may provide.
The Board of Directors of the Corporation shall consist of such number of
directors as shall be specified in the Bylaws of the Corporation. The directors
shall be elected, in such class or classes and for such term or terms as the
Bylaws may provide. The Board of Directors shall have the general management and
control of the business of the Corporation.
ARTICLE VII
Personal Liability of Directors
-------------------------------
A director of the Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability for: (i) the amount of a financial benefit
received by a director to which the director is not entitled, (ii) an
intentional infliction of harm on the Corporation or its shareholders, (iii) a
violation of Section 21-2,104 of the Nebraska Model Business Corporation Act
(including paying or approving a dividend which is in violation of Nebraska
law), or (iv) an intentional violation of criminal law.
If the Nebraska Model Business Corporation Act is amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of this Corporation shall be eliminated or limited
to the fullest extent permitted by the Nebraska Model Business Corporation Act
as so amended.
Any repeal or modification of the foregoing Article VII by the stockholders of
the Corporation shall not adversely affect any right or protection of a director
of the Corporation existing at the time of such repeal or modification.
ARTICLE VIII
Indemnification of Directors and Officers
-----------------------------------------
To the fullest extent permitted by the laws of the State of Nebraska, the
Corporation shall indemnify any person, who was or is a party or is threatened
to be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative, and whether formal or informal, by reason of the fact that such
person (i) is or was a director or officer of the Corporation (but not also an
employee of the Corporation or any of its affiliates) or (ii) with respect to
acts or omissions prior to the date of domestication of the Corporation to
Nebraska as to which any director or officer requested indemnification from the
Corporation prior to the date of domestication of the Corporation to Nebraska,
(A) is or was an officer or director of the Corporation or (B) is or was
serving, in any capacity at the request of the Corporation, as a director,
officer, partner, member, trustee, employee or agent of another domestic or
foreign corporation, partnership, limited liability company, joint venture,
trust, employee benefit plan or other entity, against expenses, including
- 3 -
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding. The indemnification provisions set forth herein shall apply to any
situation arising before or after the date of domestication of the Corporation
to Nebraska.
ARTICLE IX
Amendments
----------
Amendments to these Articles of Incorporation may be adopted by a two-thirds
vote of all the directors, approved by the Nebraska Department of Insurance, and
approved by a two-thirds vote of all the stock voted in person or by proxy at an
annual or legally called special meeting.
ARTICLE X
Effective Time
--------------
These Articles of Incorporation shall be effective at 5:30 p.m. (Eastern Time)
on April 27, 2018.
- 4 -
IN WITNESS WHEREOF, Metropolitan Tower Life Insurance Company has caused these
Amended and Restated Articles of Incorporation of Metropolitan Tower Life
Insurance Company to be executed by its President and Secretary this 27 day of
March, 2018.
METROPOLITAN TOWER LIFE INSURANCE COMPANY
By: /s/ Marlene Debel
-------------------------------------
Marlene Debel
President
and /s/ Tyla Reynolds
-------------------------------------
Tyla Reynolds
Secretary
- 5 -
STATE OF NEBRASKA
United States of America, } ss. Secretary of State
State of Nebraska } State Capitol
Lincoln, Nebraska
I, John A. Gale, Secretary of State of the
State of Nebraska, do hereby certify that
THE ATTACHED IS A TRUE AND CORRECT COPY OF ARTICLES OF MERGER OF
GENERAL AMERICAN LIFE INSURANCE COMPANY
A MISSOURI CORPORATION, NOT QUALIFIED IN NEBRASKA, MERGING INTO
METROPOLITAN TOWER LIFE INSURANCE COMPANY
WITH METROPOLITAN TOWER LIFE INSURANCE COMPANY AS THE SURVIVOR,
WITH REGISTERED OFFICE LOCATED IN LINCOLN, NEBRASKA AS FILED IN THIS OFFICE ON
APRIL 16, 2018 WITH AN EFFECTIVE DATE OF APRIL 27, 2018 AT 5:32 P.M. EASTERN
TIME.
THIS CERTIFICATE IS NOT TO BE CONSTRUED AS AN ENDORSEMENT,
RECOMMENDATION, OR NOTICE OF APPROVAL OF THE ENTITY'S FINANCIAL
CONDITION OR BUSINESS ACTIVITIES AND PRACTICES.
In Testimony Whereof,
I have hereunto set my hand and
affixed the Great Seal of the
[LOGO OF SEAL] State of Nebraska on this date of
APRIL 16, 2018
/s/ John A. Gale
------------------------
John A. Gale
Secretary of State
ARTICLES OF MERGER
OF
GENERAL AMERICAN LIFE INSURANCE COMPANY
(A MISSOURI LIFE INSURANCE COMPANY)
INTO
METROPOLITAN TOWER LIFE INSURANCE COMPANY
(A NEBRASKA LIFE INSURANCE COMPANY)
Pursuant to Section 21-2,166 of the Nebraska Model Business Corporation
Act, Metropolitan Tower Life Insurance Company, a Nebraska corporation, and
General American Life Insurance Company, a Missouri corporation, do hereby
certify the following Articles of Merger.
FIRST: The names of the parties to the merger are Metropolitan Tower Life
Insurance Company, a Nebraska corporation ("MTL"), and General American Life
Insurance Company, a Missouri corporation ("GALIC").
SECOND: MTL is the Survivor in the merger.
THIRD: The Plan of Merger does not contain any amendments to the Articles
of Incorporation of MTL as Survivor.
FOURTH: The Plan of Merger was duly approved by the sole stockholder of the
Survivor in the manner required by the Nebraska Model Business Corporation Act
and the Survivor's Amended and Restated Articles of Incorporation.
FIFTH: The participation of GALIC as a party to the merger was duly
authorized by the laws of the State of Missouri.
SIXTH: The effective time of the merger effected hereby shall be 5:32 p.m.
(Eastern Time) April 27, 2018 (the "Effective Time").
--------------
SEVENTH: These Articles of Merger are being filed with a delayed Effective
Time as permitted under Section 21-206 of the Nebraska Model Business
Corporation Act. On the date of execution and filing of these Articles of
Merger, MTL is a Delaware corporation which is in the process of domesticating
to Nebraska pursuant to Nebraska insurance and corporate law. MTL will be a
Nebraska corporation prior to the Effective Time specified in Article Sixth of
these Articles of Merger.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each party to the merger has caused these Articles of
Merger to be signed by its authorized officer this 27 day of March, 2018.
METROPOLITAN TOWER LIFE INSURANCE COMPANY
By: /s/ Marlene Debel
-------------------------------------
Name: Marlene Debel
Title: President
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Marlene Debel
-------------------------------------
Name: Marlene Debel
Title: President
ARTICLES OF DOMESTICATION
OF
METROPOLITAN TOWER LIFE INSURANCE COMPANY
-----------------------------------------
Metropolitan Tower Life Insurance Company (the "Corporation") hereby submits
these Articles of Domestication pursuant to NEB.REV.STAT.21-2,129.
1. The name of the Corporation immediately before the filing of these
Articles of Domestication was Metropolitan Tower Life Insurance Company. The
Corporation shall use the same name as domesticated in Nebraska.
2. The jurisdiction of incorporation of the Corporation immediately before
the filing of these Articles of Domestication was Delaware. The Corporation was
incorporated as a Delaware domestic life insurance company on March 4, 1982.
3. Domestication of the Corporation in Nebraska was duly authorized as
required by the laws of the State of Delaware, the jurisdiction in which the
Corporation was incorporated immediately before its domestication in Nebraska.
4. Amended and Restated Articles of Incorporation for the Corporation are
attached hereto as Exhibit A and incorporated herein by reference.
5. The effective time of the domestication effected hereby shall be 5:30
p.m. (Eastern Time) April 27, 2018 (the "Effective Time").
--------------
IN WITNESS WHEREOF, Metropolitan Tower Life Insurance Company has caused
these Articles of Domestication of Metropolitan Tower Life Insurance Company to
be executed by its President and Secretary this 27 day of March, 2018.
METROPOLITAN TOWER LIFE INSURANCE COMPANY
By: /s/ Marlene Debel
-------------------------------------
Marlene Debel
President
By: /s/ Tyla Reynolds
-------------------------------------
Tyla Reynolds
Secretary
- 2 -
EXHIBIT A TO THE ARTICLES OF
DOMESTICATION - AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
METROPOLITAN TOWER LIFE INSURANCE
COMPANY
- 3 -
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
METROPOLITAN TOWER LIFE INSURANCE COMPANY
a Nebraska corporation
Metropolitan Tower Life Insurance Company (the "Corporation") hereby adopts the
following Amended and Restated Articles of Incorporation for the Corporation.
The Corporation was originally incorporated as a Delaware domestic life
insurance company under the name Metropolitan Tower Insurance Company on March
4, 1982. Effective March 25, 1982, the Corporation changed its name to
METROPOLITAN TOWER LIFE INSURANCE COMPANY. The Corporation is executing and
filing these Amended and Restated Articles of Incorporation ("Articles of
Incorporation") pursuant to the applicable provisions of the Nebraska Model
Business Corporation Act and the insurance laws of the State of Nebraska for the
purpose of redomesticating the Corporation to Nebraska (the "Redomestication").
ARTICLE I
Name of Corporation
-------------------
The name of this corporation is Metropolitan Tower Life Insurance Company.
ARTICLE II
Registered Office and Address
-----------------------------
The street address of the initial registered office shall be c/o C T Corporation
System, 5601 South 59th Street, Lancaster County, Lincoln, Nebraska 68516 and
the name of the registered agent shall be C T Corporation System, 5601 South
59th Street, Lancaster County, Lincoln, Nebraska 68516.
ARTICLE III
Authorized Shares
-----------------
The aggregate number of shares which the Corporation shall have authority to
issue is 6,000 shares of stock consisting of Preferred Common and Common Stock.
The total number of shares of Preferred Stock that this Corporation shall have
authority to issue is 2,000 shares, each with a par value of $1.00.
The total number of shares of Common Stock that this Corporation shall have
authority to issue is 4,000 shares, each with a par value of $2,000.00.
The terms, including the preferences, limitations, voting powers and relative
rights of the Preferred Stock are as follows: This Corporation's Board of
Directors shall have the full authority permitted by law to divide the
authorized and unissued shares of Preferred Stock into series, and to provide
for the issuance of such shares (in an aggregate amount not exceeding the
aggregate number of shares of Preferred Stock authorized by these Articles of
Incorporation (as amended or restated from time to time)), as determined from
time to time by the Board of Directors and stated, before the issuance of any
shares thereof, in the resolution or resolutions providing for the issuance
thereof. The Board of Directors shall have the authority
- 4 -
to fix and determine and to amend the number of shares of any series of
Preferred Stock that is wholly unissued or to be established and to fix and
determine and to amend the designation, preferences, voting powers and
limitations, and the relative, participating, optional or other rights, of any
series of shares of Preferred Stock that is wholly unissued or to be
established, including, without limiting the generality of the foregoing, the
voting rights relating to shares of such series of Preferred Stock, the rate of
dividend to which holders of shares of such series of Preferred Stock may be
entitled, the rights of holders of shares of such series of Preferred Stock in
the event of liquidation, dissolution or winding up of the affairs of this
Corporation, the rights of holders of shares of such series of Preferred Stock
to convert or exchange shares of such series of Preferred Stock for shares of
any other capital stock or for any other securities, property or assets of this
Corporation, and whether or not the shares of such series of Preferred Stock
shall be redeemable and, if so, the term and conditions of such redemption.
Before this Corporation shall initially issue shares of a series of Preferred
Stock created under the applicable provisions of the Nebraska Model Business
Corporation Act, articles of amendment setting forth the terms of such series in
a form meeting the applicable requirements of the Nebraska Model Business
Corporation Act shall be filed with the Secretary of State of the State of
Nebraska in the manner prescribed by the Nebraska Model Business Corporation
Act, and shall be effective without shareholder approval.
The terms, including the preferences, limitations, voting powers and relative
rights of the Common Stock (subject to the preferences and rights of the
Preferred Stock as determined by a resolution or resolutions of the Board of
Directors pursuant to Section III of these Articles of Incorporation) are as
follows: Except as otherwise expressly provided in these Articles of
Incorporation or required pursuant to applicable law, each holder of Common
Stock shall have the unlimited power to vote and in furtherance thereof, be
entitled to one (1) vote for each share of Common Stock held as of the
applicable record date on any matter that is submitted to a vote of the
shareholders of this corporation (including, without limitation, any matter
voted on at a shareholders' meeting).
ARTICLE IV
Purpose of Corporation
----------------------
The general nature of the business and the purposes of the Corporation shall be
to issue all lines of insurance which are permitted under Nebraska Revised
Statutes Section 44-201, as now or hereafter existing.
The Corporation shall have all incidental powers customarily exercised by such
corporations for processing and developing its business as may be permitted or
authorized. It shall also have power to exercise any general or specific grants
of power provided in the statutes of the State of Nebraska.
ARTICLE V
Organization
------------
The Corporation is organized under the Statutes of the State of Nebraska and
shall conduct its business pursuant to the Nebraska Statutes now or hereafter
applicable to such a corporation. The operation of the Corporation may be
extended to any other state, territory, or foreign country with power to comply
with all legal and regulatory requirements and demands thereof when and as
authorized by the Board of Directors. Said Board may authorize and approve the
issuance of policies, and fix the premiums relating thereto.
- 2 -
ARTICLE VI
Officers and Directors
----------------------
The officers of the Corporation shall consist of such officers as the Bylaws may
provide. The manner of election of officers and the terms of such officers shall
be such as the Bylaws may provide.
The Board of Directors of the Corporation shall consist of such number of
directors as shall be specified in the Bylaws of the Corporation. The directors
shall be elected, in such class or classes and for such term or terms as the
Bylaws may provide. The Board of Directors shall have the general management and
control of the business of the Corporation.
ARTICLE VII
Personal Liability of Directors
-------------------------------
A director of the Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability for: (i) the amount of a financial benefit
received by a director to which the director is not entitled, (ii) an
intentional infliction of harm on the Corporation or its shareholders, (iii) a
violation of Section 21-2,104 of the Nebraska Model Business Corporation Act
(including paying or approving a dividend which is in violation of Nebraska
law), or (iv) an intentional violation of criminal law.
If the Nebraska Model Business Corporation Act is amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of this Corporation shall be eliminated or limited
to the fullest extent permitted by the Nebraska Model Business Corporation Act
as so amended.
Any repeal or modification of the foregoing Article VII by the stockholders of
the Corporation shall not adversely affect any right or protection of a director
of the Corporation existing at the time of such repeal or modification.
ARTICLE VIII
Indemnification of Directors and Officers
-----------------------------------------
To the fullest extent permitted by the laws of the State of Nebraska, the
Corporation shall indemnify any person, who was or is a party or is threatened
to be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative, and whether formal or informal, by reason of the fact that such
person (i) is or was a director or officer of the Corporation (but not also an
employee of the Corporation or any of its affiliates) or (ii) with respect to
acts or omissions prior to the date of domestication of the Corporation to
Nebraska as to which any director or officer requested indemnification from the
Corporation prior to the date of domestication of the Corporation to Nebraska,
(A) is or was an officer or director of the Corporation or (B) is or was
serving, in any capacity at the request of the Corporation, as a director,
officer, partner, member, trustee, employee or agent of another domestic or
foreign corporation, partnership, limited liability company, joint venture,
trust, employee benefit plan or other entity, against expenses, including
- 3 -
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding. The indemnification provisions set forth herein shall apply to any
situation arising before or after the date of domestication of the Corporation
to Nebraska.
ARTICLE IX
Amendments
----------
Amendments to these Articles of Incorporation may be adopted by a two-thirds
vote of all the directors, approved by the Nebraska Department of Insurance, and
approved by a two-thirds vote of all the stock voted in person or by proxy at an
annual or legally called special meeting.
ARTICLE X
Effective Time
--------------
These Articles of Incorporation shall be effective at 5:30 p.m. (Eastern Time)
on April 27, 2018.
- 4 -
IN WITNESS WHEREOF, Metropolitan Tower Life Insurance Company has caused these
Amended and Restated Articles of Incorporation of Metropolitan Tower Life
Insurance Company to be executed by its President and Secretary this 27 day of
March, 2018.
METROPOLITAN TOWER LIFE INSURANCE COMPANY
By: /s/ Marlene Debel
-------------------------------------
Marlene Debel
President
and /s/ Tyla Reynolds
-------------------------------------
Tyla Reynolds
Secretary
- 5 -