GENERAL AMERICAN LIFE INSURANCE COMPANY
CERTIFICATE OF ASSISTANT SECRETARY
The undersigned, Kelli J. Buford, hereby certifies as follows:
1. That she is the duly elected, qualified and acting Assistant Secretary of
General American Life Insurance Company (the "Company").
2. That the following is a true and correct copy of certain resolutions duly
adopted by the Board of Directors of the Company at a special meeting held
on February 7, 2018, and that such resolutions remain in full force and
effect as of the date hereof:
WHEREAS, on APRIL 27, 2018 or, subject to satisfaction of any
applicable regulatory requirements, on any other date as determined by
Metropolitan Tower Life Insurance Company ("MTL"), MTL, a Delaware
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domiciled stock insurance company, will relocate its jurisdiction of
incorporation and insurance regulatory domicile from the State of Delaware
to the State of Nebraska pursuant to the insurance laws of the State of
Delaware, the Delaware General Corporation Law, the insurance laws of the
State of Nebraska and the Nebraska Model Business Corporation Act; and
WHEREAS, immediately following the redomestication of MTL to Nebraska,
General American Life Insurance Company ("GALIC" or the "Company") plans to
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merge with and into MTL on APRIL 27, 2018 or subject to satisfaction of any
applicable regulatory requirements, on any other date mutually agreed to by
the Company and MTL (the "Merger"), with MTL as the surviving entity; and
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WHEREAS, the Board of Directors of the Company, after due evaluation
and consideration has determined it to be advisable and in the best
interest of the Company and its stockholder for the Company to consummate
the Merger.
NOW, THEREFORE, BE IT:
MERGER WITH MTL
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RESOLVED, that, subject to any and all required regulatory approvals,
the Agreement and Plan of Merger between the Company and MTL, substantially
in the form attached hereto as EXHIBIT A (the "Merger Agreement"), the
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Articles of Merger, in substantially the form attached hereto as EXHIBIT B
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(the "Articles of Merger"), the Summary Articles of Merger in substantially
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the form attached hereto as EXHIBIT C (the "Summary Articles of Merger"),
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and the transactions contemplated
thereby (including the Merger), be and are hereby determined to be
advisable and in the best interest of the Company and its stockholder; and
be it
RESOLVED FURTHER, that, subject to any and all required regulatory
approvals, the form, terms and provisions of the Merger Agreement, the
Articles of Merger, the Summary Articles of Merger, and the transactions
contemplated thereby, be, and the same hereby are, authorized, adopted and
approved in all respects, and each of the officers of the Company be, and
hereby is, authorized, empowered and directed to execute and deliver, in
the name and on behalf of the Company, the Merger Agreement, the Articles
of Merger and the Summary Articles of Merger; and be it
RESOLVED FURTHER, that the Board of Directors of the Company hereby
submits the Merger Agreement, the Articles of Merger and the Summary
Articles of Merger to the stockholder of the Company for approval and
adoption or disapproval and hereby recommends that the stockholder of the
Company approve and adopt the Merger Agreement, the Articles of Merger, the
Summary Articles of Merger and the transactions contemplated thereby
(including the Merger); and be it
RESOLVED FURTHER, that, subject to the adoption of the Merger
Agreement, the Articles of Merger and the Summary Articles of Merger by the
stockholder of the Company and the other terms and conditions thereof and
receipt of any and all required regulatory approvals, the officers of the
Company be, and each of them hereby is, authorized and directed, in the
name and on behalf of the Company, to prepare and file or cause to be filed
all such applications and any and all certificates, documents, letters and
other instruments, as may be necessary or desirable to be taken by the
Company to effect the consummation of the Merger and other transactions
contemplated by the Merger Agreement, including the filing of the Summary
Articles of Merger with the Missouri Secretary of State in accordance with
the provisions of the General and Business Corporation Law of Missouri and
the Insurance Code of Missouri, and the filing of other appropriate
documents required by Missouri law with the relevant authorities within the
State of Missouri, as appropriate, and other jurisdictions in which the
Company is qualified to do business.
RATIFICATION OF ACTIONS IN CONNECTION WITH MERGER
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RESOLVED, that the prior actions taken by the authorized persons in
connection with the Merger of the Company, including the preparation and,
as applicable, the filing of the Merger Agreement, the Articles of Merger
and the Summary Articles of Merger with governmental authorities, be, and
they hereby are, ratified, approved, confirmed and adopted by and on behalf
of the Company.
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GENERAL AUTHORIZATION
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RESOLVED, that any officer of the Company, be, and each of them hereby
is, authorized, empowered and directed, in the name and on behalf of the
Company, to take or cause to be taken any and all such further actions, to
do and perform, or cause to be done and performed, all such acts, deeds and
things, to make, prepare, execute and deliver or cause to be made,
prepared, executed and delivered all such other documents, undertakings,
certificates, instruments, schedules, reports and agreements, to make such
filings, to incur and pay all such fees and expenses and to engage in such
acts as they shall in their judgment determine to be necessary, advisable
or appropriate to carry out fully the Merger and any other actions
contemplated by the same or by the foregoing resolutions, and the intent
and purposes of the foregoing resolutions, the taking of such actions to be
conclusive evidence of such determination, and the execution by any such
officer of the Company of any such documents, certificates, instruments,
schedules, reports or agreements or the payment of any such fees and
expenses or the doing by them of any act in connection with the foregoing
resolutions shall be conclusive evidence of their authority therefore and
for the approval of the documents, undertakings, certificates, instruments,
schedules, reports and agreements so executed, the expenses so paid, the
filings so made and the actions so taken.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Assistant
Secretary as of the 15th day of February 2018.
[LOGO OF SIGNITURE]
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Kelli J. Buford
Assistant Secretary
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