AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this "Agreement") is entered into this
(date] day of [month) 2015 by and between Charter National Life Insurance
Company ("CNIC"), an insurance company organized under the laws of Illinois
(hereinafter sometimes referred to as the "Merging Corporation"), and Allstate
Life Insurance Company ("XXXX"), an insurance company organized under the laws
of Illinois (hereinafter sometimes referred to as the "Surviving Corporation").
The Merging Corporation and the Surviving Corporation are sometimes hereinafter
severally and collectively referred to as the "Constituent Corporations."
WITNESSETH:
WHEREAS, CNIC was incorporated under the laws of the State of Missouri on
December 7, 1955 and redomesticated to the State of Illinois in December of
1999, and has an authorized capital stock of $3,410,000 consisting of 110,000
shares of common stock having a par value of $31 per share, all of which are
issued and outstanding;
WHEREAS, XXXX was incorporated under the laws of the State of Illinois on
March 6, 1957, and has an authorized capital stock of $305,402,600, consisting
of 23,800 shares of common stock having a par value of $227 per share, all of
which are issued and outstanding, and 3 million shares of non-voting preferred
stock with a par value of $100 per share, none of which are issued and
outstanding; and
WHEREAS, the respective Boards of Directors of each of the Constituent
Corporations have determined that it is advisable and in the best interest of
both of the Constituent Corporations and their stockholders that CNIC be merged
into XXXX in accordance with the terms and conditions hereinafter set forth,
pursuant to and in accordance with the laws of the State of Illinois, which laws
permit such mergers.
NOW, THEREFORE, in order to effect the transactions contemplated by this
Agreement and Plan of Merger and in consideration of the premises and the mutual
covenants and agreements herein contained, it is hereby agreed as follows:
ARTICLE I
1.1 Merger.
(a) In accordance with the applicable provisions of the laws of the State
of Illinois, and subject to the terms and conditions of this Agreement, CNIC
shall be merged with and into XXXX (the "Merger") on the Effective Date (as
defined in Section 3.2 below). The separate existence of CNIC shall cease and
the existence of XXXX shall continue unaffected aud unimpaired by the Merger
with all rights, privileges, immunities and powers, and subject to all
the duties and liabilities of a corporation organized under the insurance laws
of the State of Illinois.
(b) In accordance with the applicable provisions of the laws of the State
of Illinois, and subject to the terms and conditions of this Agreement, upon the
effectiveness of the Merger:
(i) the separate account designated Charter National Variable Account
shall be merged with Allstate Life Variable Life Separate Account A.
The assets of Charter National Variable Account shall become assets
of the surviving separate account, Allstate Life Variable Life
Separate Account A. The subaccounts of the Charter National Variable
Account shall be transferred to and become a part of the Allstate Life
Variable Life Separate Account A, but such subaccounts shall not be
combined or consolidated with any previously existing subaccounts of
the Allstate Life Variable Life Separate Account A; and
(ii) the separate account designated Charter National Variable Annuity
Account shall be transferred to XXXX, and XXXX shall become the
depositor of the Charter National Variable Annuity Account.
ARTICLE II
2.1 Articles of Incorporation. The Articles of Incorporation of XXXX, as in
effect on the Effective Date and attached hereto as Annex A, shall from and
after the Effective Date, be and continue to be the Articles of Incorporation of
the Surviving Corporation until changed or amended as provided by law.
2.2 By-Laws. The By-Laws of XXXX, as in effect on the Effective Date and
attached hereto as Annex B, shall from and after the Effective Date be and
continue to be the By-Laws of the Surviving Corporation until altered, amended
or repealed as therein provided.
2.3 Board of Directors. The Board of Directors of XXXX in office on the
Effective Date shall continue in office and shall constitute the directors of
the Surviving Corporation for the term elected, until their respective
successors shall be duly elected or appointed and qualified in accordance with
the Articles of Incorporation and By-Laws of the Surviving Corporation.
2.4 Officers. The officers of XXXX in office on the Effective Date shall
continue for the term elected, until in office and shall constitute the officers
of the Surviving Corporation their successors are duly elected or appointed and
qualified in accordance with the By-Laws of the Surviving Corporation.
2.5 First Annual Meeting of Shareholders. The first Annual Meeting of
Shareholders of the Surviving Corporation to be held after the Effective Date
shall be the Annual Meeting of Shareholders provided for in the By-Laws.
ARTICLE III
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3.1 Shareholder and Insurance Regulatory Approvals. This Agreement shall
be submitted to the shareholder of each Constituent Corporation for adoption and
approval and to the Director of Insurance of the State of Illinois for approval.
3.2 Effective Date. The Merger shall become effective at 12:01 a.m. on
January 1, 2016, provided that all required regulatory approvals have been
received by that date. If all such approvals have not been received by that
date, then the Merger shall occur on the date the last such regulatory approval
is received but shall be effective as of 12:01 a.m. on January 1, 2016 (the
"Effective Date").
ARTICLE IV
4.1 Common Stock. All of the common stock of CNIC issued and outstanding
immediately prior to the Effective Date shall be cancelled on the Effective Date
and all of the common stock of XXXX issued and outstanding immediately prior to
the Effective Date shall remain unchanged and shall be the common stock of the
Surviving Corporation after the Effective Date.
ARTICLE V
5.1 Rights and Privileges of the Surviving Corporation. After the Effective
Date, the separate existence of CNIC shall cease and, in accordance with the
terms and conditions of this Agreement, the Surviving Corporation shall possess
all rights, privileges, immunities, powers and franchises of a public as well as
of a private nature, and shall be subject to all the restrictions, disabilities
and duties of each Constituent Corporation; and all property, real, personal and
mixed, including all patents, applications for patents, trademarks, trademark
registrations and applications for registration of trademarks, together with the
good-will of the business in connection with which said patents and marks are
used, and all due on whatever account, including subscriptions to shares of
capital stock, and all other choses in action and all and every other interest
of or belonging to or due to each of the Constituent Corporations shall be
deemed to be transferred to and vested in the Surviving Corporation without
further act or deed, and the title to any real estate, or any interest therein,
vested in either of the Constituent Corporations shall not revert or be in any
way impaired by reason of the merger.
5.2 Liabilities and Obligations of the Surviving Corporation. After the
Effective Date, the separate existence of CNIC shall cease and, in accordance
with the terms and conditions of this Agreement, the Surviving Corporation shall
be responsible and liable for all the liabilities and obligations of each of the
Constituent Corporations; and any claim existing or action or proceeding pending
by or against either of the Constituent Corporations may be prosecuted to
judgment as if the Merger had not taken place, or the Surviving Corporation may
be substituted in its place. Neither the rights of creditors nor any liens upon
the property of either of the Constituent Corporations shall be impaired by the
Merger, and all debts, liabilities and duties of each of said Constituent
Corporations shall thenceforth attach to the Surviving Corporation, and may be
enforced against it as if said debts, liabilities and duties had been incurred
or contracted by it.
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5.3 Execution and Delivery of Necessary Instruments. From time to time, as
and when requested by the Surviving Corporation or by its successors or assigns,
CNIC shall execute and deliver or cause to be delivered all such other
instruments, and shall take or cause to be taken all such further or other
actions, as the Surviving Corporation, or its successors or assigns, may deem
necessary or desirable in order to vest and confirm to the Surviving Corporation
and its successors and assigns, title to and possession of all the property,
rights, privileges, powers and franchises referred to in this Article V and
otherwise to carry out the intent and purpose of this Agreement. From time to
time, as and when necessary, the Surviving Corporation shall execute and deliver
or cause to be executed and delivered all such other instruments, and shall take
or cause to be taken all such further or other actions, as are necessary or
desirable in order to assume or otherwise comply with the outstanding debts,
duties or other obligations of CNIC.
5.4 Assets, Liabilities and Reserves. The assets, liabilities and reserves
of the Constituent Corporations, upon the Effective Date, shall be taken upon
the books of the Surviving Corporation at the amounts at which they,
respectively, shall then be carried on the books of the Constituent
Corporations, subject to such adjustments or eliminations of intercompany items
as may be appropriate in giving effect to the Merger.
5.5 Corporate Acts and Plans. All corporate acts, plans, policies,
resolutions, approvals and authorizations of the shareholders, Board of
Directors, committees elected or appointed by the Board of Directors, officers
and agents of CNIC, which were valid and effective immediately prior to the
Effective Date shall be taken for all purposes as the acts, plans, policies,
resolutions, approvals, and authorizations of the Surviving Corporation and
shall be effective and binding thereon as the same were with respect to CNIC.
ARTICLE VI
6.1 Termination and Abandonment. At any time prior to the filing or
recording of this Agreement or a certificate in lieu thereof with the
appropriate officials of Illinois, notwithstanding the approval hereof by the
shareholders of the Constituent Corporations, the Boards of Directors of the
Constituent Corporations may cause the Merger and all transactions contemplated
by this Agreement to be abandoned or delayed if such Boards determine that such
abandonment or delay would be in the best interests of the Constituent
Corporations and their shareholders. In the event of termination or abandonment
of this Agreement and the Merger pursuant to the foregoing provision of this
Article VI, this Agreement shall become void and have no effect, without any
liability on the part of either of the Constituent Corporations or its
shareholders or directors and officers in respect thereof.
ARTICLE VII
7.1 Execution in Counterparts. For the convenience of the parties hereto
and to facilitate the filing and recording of this Agreement, this Agreement may
be executed in one or
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more counterparts, each of which will be deemed to be an original instrument but
all of which taken together shall constitute one and the same document.
7.2 Amendments, Supplements, etc. At any time before or after approval and
adoption by the respective shareholders of the Constituent Corporations but
prior to the Effective Date, this Agreement may be amended in matters of form or
substance, or supplemented by additional agreements, articles, or certificates,
to the extent permitted by the laws of the State of Illinois, as may be
determined in the judgment of the Boards of Directors of the Constituent
Corporations to be necessary, desirable or expedient to clarify the intention of
the parties hereto or effect or facilitate the filing, recording or official
approval of this Agreement and the consummation hereof and the Merger provided
for herein, in accordance with the purpose and intent of this Agreement.
IN WITNESS WHEREOF, this Agreement and Plan of Merger having been
authorized, adopted and approved by resolutions duly adopted by the respective
Boards of Directors of the Constituent Corporations at meetings duly called and
held, and having been approved by the consent of the sole shareholder of each
Constituent Corporation, each of the Constituent Corporations has caused this
Agreement and Plan of Merger to be signed by its (President] and (Secretary]
under the corporate seals of the respective Constituent Corporations.
(Corporate Seal) Charter National Life Insurance Company
ATTEST: (Merging Corporation)
----------------- -------------------
[name] By: [name]
[title] [title]
(Corporate Seal) Allstate Life lnsurance Company
ATTEST: (Surviving Corporation)
----------------- -------------------
[name] By: [name]
[title] [title]
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ARTICLES OF MERGER OF
CHARTER NATIONAL LIFE INSURANCE COMPANY INTO
ALLSTATE LIFE INSURANCE COMPANY
Pursuant to Article X of the Illinois Insurance Code, the undersigned
affiliated insurance companies submit these Articles of Merger to effect the
merger by and between Charter National Life Insurance Company, an Illinois
insurance company, and Allstate Life Insurance Company, an Illinois insurance
company, in accordance with the provisions Article X of the Illinois Insurance
Code.
ARTICLE I
The Articles of Incorporation of Allstate Life Insurance Company shall be
the Articles of Incorporation of the surviving company without amendment
thereto. Allstate Life Insurance Company shall be the surviving company. The
offices of Allstate Life Insurance Company are located at:
0000 Xxxxxxx Xxxx Xxxxxxxxxx, lllii1ois 60062-7154
ARTICLE II
The Agreement and Plan of Merger is attached hereto as Exhibit A. The
Agreement and Plan of Merger has been approved by Allstate Life Insurance
Company and Charter National Life Insurance Company and was duly authorized by
all action required by the laws under which they were incorporated and by their
respective Articles of Incorporation and Bylaws.
ARTICLE III
The authorized capital of Charter National Life Insurance Company is
$3,410,000 consisting of 110,000 shares of common stock having a par value of
$31 per share, all of which are issued and outstanding. All of the issued and
outstanding capital stock of Charter National Life Insurance Company is held by
Allstate Life Insurance Company. The outstanding capital of Allstate Life
Insurance Coll}pany is $305,402,600, consisting of 23,800 shares of common stock
having a par value of $227 per share, all of which are issued and outstanding,
and 3 million shares of non-voting preferred stock with a par value of $100 per
share, none of which are issued and outstanding. All of the issued and
outstanding capital stock of Allstate Life Insurance Company is held by Allstate
Insurance Company. All 110,000 shares of the common stock of Charter National
Life Insurance Company voted in. favor, and no shares voted against, the
Agreement and Plan of Merger. All 23,800 shares of the common stock of Allstate
Life Insurance Company voted in favor, and no shares voted against, the
Agreement and Plan of Merger.
ARTICLE IV
The Agreement and Plan of Merger was approved by the Board of Directors and
the Shareholders of both Charter National Life Insurance Company and Allstate
Life Insurance Company as prescribed by the laws of the State of Illinois.
ARTICLE V
The name and address of the statutory agent for Allstate Life Insurance
Company, the surviving company, is:
CT Corporation System
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
The effective date of the merger is January 1, 2016.
IN WITNESS WHEREOF, Charter National Life Insurance Company and Allstate
Life Insurance Company have executed these Articles of Merger this_ day of 20_.
CHARTER NATIONAL LIFE INSURANCE ALLSTATE LIFE INSURANCE COMPANY
COMPANY
By: By:
--------------------------- ----------------------------
Name: Name:
Title: Title:
CERTIFIED COPY OF
RESOLUTIONS OF THE BOARD OF DIRECTORS
I, Xxxxxxx X. Xxxxxxxxx, Assistant Secretary of Charter National Life Insurance
Company (The "Company"), hereby certify that the following is a true, complete,
and correct copy of resolutions of the Board of Directors of the Company adopted
on September 2, 2015:
RESOLVED, that the Agreement and Plan of Merger between the Company and
Allstate Life Insurance Company (the "Agreement") substantially in the form
attached as Exhibit A and on file with the Secretary of the Company, is
approved; that any one of the President, Chief Financial Officer,
Controller, Treasurer, or such other officer of the Company as may be
appointed by any of them to so act (each an "Authorized Officer") is
authorized to cause the Company to enter into the Agreement on or before
January 1, 2016, in substantially the form approved, by executing and
delivering the Agreement on behalf of the Company, with such changes as
such Authorized Officer may deem necessary or appropriate, based on advice
of counsel and subject to obtaining any required regulatory approvals; and
that any and all actions taken in connection with this transaction by such
Authorized Officers are confirmed and ratified.
FURTHER RESOLVED, that this Board recommends to the sole shareholder of the
Company that iT approve the Agreement.
I FURTHER CERTIFY that the foregoing is in full force and effect as of the date
hereof, and lhat it is not in conflict with any of the provisions of the
Articles of Reorganization or the Amended and Restated Bylaws of the Company.
IN WITNESS WHEREOF, I set my hand and affix the official seal of lhe Company on
September 9, 2015.
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxxx
Assistant Secretary
[Seal]
CERTIFIED COPY OF
RESOLUTIONS OF THE SHAREHOLDER
I, Xxxxxxx X. Xxxxxxxxx, Assistant Secretary of Charter National Life Insurance
Company (the "Company''), hereby certify that the following is a true, complete,
and correct copy of resolutions of the Shareholder of the Company adopted on
September 8, 2015:
WHEREAS, the undersigned deems it to be in the best interests of the
Company that the Company merge into Allstate Life Insurance Company
("XXXX"), in accordance with the resolutions of the Company's Board of
Directors;
RESOLVED, that the undersigned, constituting the sole shareholder of the
Company, does hereby consent to the merger of the Company into XXXX,
pursuant to that form of the Agreement and Plan of Merger to be effective
January 1, 2016, which is attached as "Exhibit A";
FURTHER RESOLVED, that the sole shareholder does hereby approve and adopt
the form of the Articles of Merger, attached as "Exhibit B", showing XXXX
as the su1viving legal entity to the merger.
FURTHER RESOLVED, that any and all actions taken on behalf of the Company
by any of the directors, officers, or representatives of the Company in
connection with the transactions contemplated by the foregoing resolutions
are hereby ratified, confirmed and approved in all respects for all
purposes.
I FURTHER CERTIFY that the foregoing is in full force and effect as of the date
hereof, and that it is not in conflict with any of the provisions of the
Articles of Reorganization or the Amended and Restated Bylaws of the Company.
IN WITNESS WHEREOF, I set my hand and affix the official seal of the Company on
September 9, 2015.
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxxx
Assistant Secretary
[Seal]
AFFIDAVIT OF
SENIOR VICE PRESIDENT AND TREASURER AND VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
OF
CHARTER NATIONAL LIFE INSURANCE COMPANY
STATE OF ILLINOIS )
) SS.
COUNTY OF XXXX )
The affiants, the undersigned officers of Charter National Life Insurance
Company, an Illinois company (herein called "Charter"), being first duly sworn
on oath, depose and state that:
1. Xxxxx X. Xxxxxx is the duly elected, qualified and acting Senior Vice
President and Treasurer of Charter;
2. Xxxxxx X. Xxxxxxx is the duly elected, qualified and acting Vice
President, General Counsel and Secretary of Charter;
3. The Board of Directors of Charter, on the 2nd day of September, 2015,
by written consent in lieu of a directors' meeting, duly adopted
the resolutions attached hereto as Exhibit A approving the Agreement
and Plan of Merger (in the form submitted to the Illinois Department
of Insurance), effective January 1, 2016 (the "Merger Agreement"), by
and between Charter and Allstate Life Insurance Company, an
Illinois company ("Allstate Life")
4. On the 8th day of September, 2015, Allstate Life, the sole shareholder
of all of the issued and outstanding shares of stock of Charter, by
written consent in lieu of a stockholders' meeting, duly adopted the
resolutions attached hereto as Exhibit B approving the Merger
Agreement;
5. Allstate Life and the Board of Directors of Charter were the only
persons entitled to vote to authorize Charter to sign the Merger
Agreement;
6. Allstate Life was given a copy of the Merger Agreement prior to the
execution of the written consent in lieu of a stockholders' meeting;
7. This affidavit is duly submitted on behalf of Charter to evidence the
facts and to show that all of the requirements of law with respect to
notices to persons entitled to vote on the merger of Charter with and
into Allstate Life have been complied with.
/s/ Xxxxx X Xxxxxx
------------------------
Xxxxx X. Xxxxxx
Senior Vice President and
Treasurer
/s/ Xxxxxx X. Xxxxxxx
------------------------
Xxxxxx X. Xxxxxxx
Vice Presidnet, General Counsel
and Secretary
On this 9th day of September, 2015 before me appeared Xxxxx X. Xxxxxx and Xxxxxx
X. Xxxxxxx, personally known to me to be the Senior Vice President and Treasurer
and Vice President, General Counsel and Secretary, respectively, of Charter
National Life Insurance Company and acknowledging that they are officers being
authorized so to do, executed the foregoing instrument for the purposes therein
contained, on behalf of the entity.
IN WITNESS WHEREFOF I have hereunto set my hand and official seal.
(SEAL) /s/ Xxxxxxxx X. Xxxxxx
----------------------
Xxxxxxxx X. Xxxxxx
Notary Public
