AGREEMENT OF MERGER BETWEEN INDIANAPOLIS LIFE INSURANCE COMPANY AND IL ANNUITY AND INSURANCE COMPANY OFFICER’S CERTIFICATE OF IL ANNUITY AND INSURANCE COMPANY PURSUANT TO SECTION 8.2B. OF THE AGREEMENT
EXHIBIT 1(d)
AGREEMENT OF MERGER
BETWEEN
INDIANAPOLIS LIFE INSURANCE COMPANY
AND
IL ANNUITY AND INSURANCE COMPANY
BETWEEN
INDIANAPOLIS LIFE INSURANCE COMPANY
AND
IL ANNUITY AND INSURANCE COMPANY
OFFICER’S CERTIFICATE OF IL ANNUITY AND INSURANCE COMPANY PURSUANT
TO SECTION 8.2B. OF THE AGREEMENT
TO SECTION 8.2B. OF THE AGREEMENT
The undersigned, Xxxx X Xxxxx, as the duly elected President and Chief Executive Officer of IL
Annuity and Insurance Company (the “Company”), does hereby certify on behalf of the Company, in
connection with the requirements of Section 8.2B. of the Agreement of Merger between the Company
and Indianapolis Life Insurance Company, dated as of June 25, 2003, that to the best of his
knowledge and belief:
All corporate action on the part of the Company necessary to authorize the execution,
delivery and consummation of this Agreement has been taken. The Company has performed or
complied in all material respect with the obligations and agreements required to be
performed and complied with by it under this Agreement at or prior to the Effective Time of
the Merger and the representations and warranties of the Company contained in Section 8.2A.
of the Agreement are true and correct in all material respects at and as of the date of this
Agreement and at and as of the Effective Time of the Merger as if made at and as of such
date and time.
Certified this 25th day of June, 2003.
| IL Annuity and Insurance Company |
||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Xxxx X. Xxxxx, President and | ||||
| Chief Executive Officer | ||||
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AGREEMENT OF MERGER
BETWEEN
INDIANAPOLIS LIFE INSURANCE COMPANY
AND
IL ANNUITY AND INSURANCE COMPANY
BETWEEN
INDIANAPOLIS LIFE INSURANCE COMPANY
AND
IL ANNUITY AND INSURANCE COMPANY
OFFICER’S CERTIFICATE OF INDIANAPOLIS LIFE INSURANCE COMPANY
PURSUANT TO SECTION 8.3B. OF THE AGREEMENT
PURSUANT TO SECTION 8.3B. OF THE AGREEMENT
The undersigned, Xxxx X XxXxxxx, as the duly elected President and Chief Executive Officer of
Indianapolis Life Insurance Company (the “Company”), does hereby certify on behalf of the Company,
in connection with the requirements of Section 8.3B. of the Agreement of Merger between the Company
and IL Annuity and Insurance Company, dated as of June 25, 2003, that to the best of his knowledge
and belief:
All corporate action on the part of the Company necessary to authorize the execution,
delivery and consummation of this Agreement has been taken. The Company has performed or
complied in all material respect with the obligations and agreements required to be
performed and complied with by it under this Agreement at or prior to the Effective Time of
the Merger and the representations and warranties of the Company contained in Section 8.3A.
of the Agreement are true and correct in all material respects at and as of the date of this
Agreement and at and as of the Effective Time of the Merger as if made at and as of such
date and time.
Certified this 25th day of June, 2003.
| Indianapolis Life Insurance Company |
||||
| By | /s/ Xxxx X. XxXxxxx | |||
| Xxxx X. XxXxxxx, President and | ||||
| Chief Executive Officer | ||||
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