METROPOLITAN TOWER 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
Metropolitan Tower 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, the members of the board of directors ("Board") of
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Metropolitan Tower Life Insurance Company (the "Company") have been
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presented with a proposal to relocate the jurisdiction of incorporation and
insurance regulatory domicile of the Company from the State of Delaware to
the State of Nebraska (the "Redomestication") pursuant to Section 4946 of
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the Delaware Insurance Code and Section 266 of the Delaware General
Corporation Law and Sections 44-161 through 44-164 of the Nebraska Revised
Statutes and Sections 21-2,127 through 21-2,132 of the Nebraska Model
Business Corporation Act;
WHEREAS, the Board, 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 Redomestication on APRIL
27, 2018 or, subject to satisfaction of any applicable regulatory
requirements, on any other date as determined by the Company;
WHEREAS, in connection with the Redomestication, the Company is
planning to amend and restate its Certificate of Incorporation and By-Laws;
WHEREAS, following the Redomestication, the Company plans to effectuate
a merger with General American Life Insurance Company ("GALIC"), pursuant
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to which GALIC will merge with and into the Company on APRIL 27, 2018 or,
subject to satisfaction of any applicable regulatory requirements, on any
other date mutually agreed to by the Company and GALIC (the "Merger"), with
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the Company as the surviving entity; and
WHEREAS, the Board, 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:
REDOMESTICATION TO NEBRASKA
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RESOLVED, that, subject to any and all required regulatory approvals,
the Board has determined it to be advisable to effectuate the
Redomestication on APRIL 27, 2018 or, subject to satisfaction of any
applicable regulatory requirements, on any other date as determined by the
Company, by means of filing (1) a certificate of conversion of the Company
from a Delaware domiciled entity to a Nebraska domiciled entity
substantially in the form attached hereto as Exhibit A (the "Certificate of
Conversion") with the Delaware Secretary of
State, (2) articles of domestication of the Company substantially in the
form attached hereto as Exhibit B (the "Articles of Domestication") with
the Nebraska Secretary of State and the Nebraska Department of Insurance,
and (3) amended and restated articles of incorporation of the Company
substantially in the form attached hereto as Exhibit C (the "Amended and
Restated Articles of Incorporation") with the Nebraska Secretary of State
and the Nebraska Department of Insurance; and be it
RESOLVED FURTHER, that, subject to any and all required regulatory
approvals, the form, terms and provisions of the Certificate of Conversion,
the Articles of Domestication, the Amended and Restated Articles of
Incorporation, and the amended and restated by-laws of the Company
substantially in the form attached hereto as EXHIBIT D ("the "Amended and
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Restated By-Laws") and the actions contemplated thereby, including the
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Redomestication, be, and hereby are, authorized and approved, and that the
Board hereby recommends that the stockholder approves the Redomestication;
and be it
RESOLVED FURTHER, that, upon approval of the Redomestication by the
stockholder of the Company, and upon receipt of any and all required
regulatory approvals, 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 Certificate of Conversion, the Amended and
Restated Articles of Incorporation and the Articles of Domestication, 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 with the Delaware Secretary of State, (3) file or cause to be
filed the executed (i) Articles of Domestication; and (ii) Amended and
Restated Articles of Incorporation with the Nebraska Department of
Insurance and the Nebraska Secretary of State, (4) file or cause to be
filed the Amended and Restated By-Laws with the Nebraska Department of
Insurance and (5) make or cause to be made 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; and be it
RESOLVED FURTHER, that, effective at the effective date and time of
the Redomestication, the Company accepts and agrees to be bound by the laws
of the State of Nebraska, including the insurance laws of the State of
Nebraska applicable to Nebraska-domiciled insurance companies and the
provisions of the Nebraska Model Business Corporation Act with respect to
the Company's property and business operations within the State of
Nebraska.
NEBRASKA RESIDENT DIRECTOR APPOINTMENT
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RESOLVED, that, not later than the effective date and time of the
Redomestication and in accordance with the Amended and Restated By-Laws,
the Company shall and hereby does agree to appoint as a director of the
Company a resident of the State of Nebraska who meets all requirements
applicable to a director of a Nebraska-domiciled insurance company pursuant
to the laws of the State of Nebraska including the insurance laws of the
State of Nebraska applicable to Nebraska-domiciled insurance companies and
the provisions of the Nebraska Model Business Corporation Act.
RATIFICATION OF ACTIONS IN CONNECTION WITH REDOMESTICATION
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RESOLVED, that the past actions taken by the authorized persons in
connection with the Redomestication of the Company, including the
preparation and filing with governmental authorities of the (i) Certificate
of Conversion, (ii) Articles of Domestication, (iii) Amended and
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Restated Articles of Incorporation, and (iv) Amended and Restated By-Laws,
be, and they hereby are, ratified, approved, confirmed and adopted by and
on behalf of the Company.
MERGER WITH GALIC
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RESOLVED, that, subject to any and all required regulatory approvals,
the Agreement and Plan of Merger between the Company and GALIC,
substantially in the form attached hereto as Exhibit E (the "Merger
Agreement"), the Articles of Merger, in substantially the form attached
hereto as Exhibit F (the "Articles of Merger"), the Summary Articles of
Merger in substantially the form attached hereto as Exhibit G (the "Summary
Articles of Merger") 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 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 any and 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 Articles of Merger with the Nebraska Department of Insurance
and the Nebraska Secretary of State in accordance with the provisions of
the Nebraska Model Business Corporation Act and the insurance laws of the
State of Nebraska, the filing of the Summary Articles of Merger with the
Missouri Secretary of State in accordance with the provisions of the
General and Business Corporations Law of the State of Missouri and the
Insurance Code of Missouri and the filing of other appropriate documents
required by Nebraska law and Missouri law with the relevant authorities
within the State of Nebraska and the State of Missouri, respectively, as
appropriate, and other jurisdictions in which the Company is qualified to
do business.
ACCEPTANCE OF THE INTACT TRANSFER OF THE SEPARATE ACCOUNTS
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RESOLVED, that at the effective time of the Merger, the Company shall
and hereby agrees to accept the intact transfer to it of each of the
separate accounts set forth in EXHIBIT H (each a "Separate Account" and
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collectively the "Separate Accounts") and, in that connection, to succeed
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as depositor of each Separate Account and as owner of the assets of each
Separate Account, which will be maintained intact and not combined with the
assets of
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any other separate account of the Company or any other entity in connection
with the Merger; and be it
RESOLVED FURTHER, that the officers of the Company, with such
assistance from auditors, legal counsel and independent consultants or
other individuals as they may require, are hereby authorized and directed
to take all actions, and execute any and all documents, as may be necessary
to maintain the lawful operations of each Separate Account under all
applicable federal and state laws, rules and regulations; and be it
RESOLVED FURTHER, that premiums paid pursuant to the variable life
insurance and variable annuity contracts funded by the Separate Accounts
shall be allocated to the various Separate Accounts and the sub-accounts
thereof in accordance with the terms of such contracts for the purpose of
providing benefits under the contracts; and be it
RESOLVED FURTHER, that income, gains and losses, realized and
unrealized, relating to each Separate Account and each sub-account shall be
credited or charged to that Separate Account or sub-account without regard
to the other gains or losses of the Company; and be it
RESOLVED FURTHER, that each Separate Account shall not be chargeable
with liabilities arising out of any other business of the Company and shall
be held solely for the benefit of contract owners with variable life
insurance or variable annuity contracts funded in that Separate Account to
the extent provided in such contracts; and be it
RESOLVED FURTHER, that each Separate Account shall be invested in a
manner determined by the Company from time to time and in accordance with
any restrictions contained in the variable life insurance or variable
annuity contract funded in that Separate Account; and be it
RESOLVED FURTHER, that the officers of the Company be, and they hereby
are, authorized and directed to perform all such acts, including, without
limitation, the preparation and filing with the United States Securities
and Exchange Commission (the "Commission") in accordance with the
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provisions of the Securities Act of 1933, as amended, and, to the extent
appropriate, with the provisions of the Investment Company Act of 1940,
registration statements on behalf of the Company and the Separate Accounts,
the appointment of one or more agents for service of process for the
Company to receive notices and communications from the Commission, and to
do all such things as may, in their judgment and discretion, be necessary
or desirable to give full effect to these resolutions and to enable the
Company to maintain the Separate Accounts; and be it
RESOLVED FURTHER, that the officers of the Company, acting on behalf
of the Separate Accounts, be and they hereby are, authorized and directed
to prepare, execute and file with regulatory authorities such other
filings, agreements, notices, reports, applications, documents or requests
for interpretive or no-action letters and such relief as may be required
under the federal securities laws or state laws; and be it
RESOLVED FURTHER, that the officers of the Company be, and they hereby
are, authorized and directed, as they may deem appropriate in accordance
with the applicable laws and regulations, to establish further sub-accounts
or to remove, consolidate or otherwise modify such sub-accounts, within the
Separate Accounts as they determine to be appropriate.
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
filing with governmental authorities of
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the Merger Agreement, the Articles of Merger and the Summary Articles of
Merger, be, and they hereby are, ratified, approved, confirmed and adopted
by and on behalf of the Company.
MAINTAINING QUALIFICATIONS TO DO BUSINESS
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RESOLVED, that for the purpose of maintaining the qualification and
licenses of the Company to do business in any jurisdiction in which it is
necessary or expedient for the Company to transact business in connection
with (1) the Redomestication and (2) the Merger, the officers of the
Company be, and each of them hereby is, authorized to appoint and
substitute all necessary agents or attorneys for service of process, to
designate and change the location of all necessary statutory offices and
under the corporate seal, if required, to make and file all necessary
applications, certificates, reports, powers of attorney and other
instruments as may be required by the laws of such jurisdiction to
authorize the Company to transact business therein, and whenever it is
expedient for the Company to cease doing business therein and withdraw
therefrom, to revoke any appointment of agent or attorney for service of
process and to file such applications, certificates, reports, revocations
of appointment, or surrenders of authority or licenses as may be necessary
to terminate the authority of the Company to do business in any such
jurisdiction.
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 Redomestication, 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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