EXHIBIT 4.2
DOMESTICATION AGREEMENT
THIS DOMESTICATION AGREEMENT ("this Domestication Agreement"), made
this 24th day of June, 1997 between MUNCHENER RUCKVERSICHERUNGS-GESELLSCHAFT
AKTIENGESELLSCHAFT IN MUNCHEN, a German reinsurance company duly organized and
existing under the laws of Germany with its principal office located at
Xxxxxxxxxxxxxx 000, X-00000 Xxxxxx, Xxxxxxx (referred to herein as "Munich Re"),
AMERICAN RE CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware (referred to herein as "ARC"), and AMERICAN
RE-INSURANCE COMPANY, a Delaware reinsurance company duly organized and existing
under the laws of the State of Delaware, with its principal office located at
American Re Plaza, 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000-0000
(referred to herein as "Am Re").
W I T N E S S E T H:
WHEREAS, Munich Re has been engaged in the business of transacting
reinsurance and has been licensed to do such business in the State of New York,
and to that end since December 23, 1955 has maintained a United States branch,
which branch entered the United States through the State of New York as its port
of entry, and is currently licensed by the New York Department of Insurance as
the United States branch of an alien insurer pursuant to Section 1106 of the
Insurance Law of the State of New York (sometimes referred
to herein as the "United States Branch"), having as its United States manager
Munich Management Corporation (referred to herein as the "Manager") and having
its office located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx; and
WHEREAS, Munich Re also wholly owns ARC, which, in turn, wholly owns
Am Re; and
WHEREAS, Am Re is qualified and licensed in New York to write all the
kinds of insurance for which the United States Branch is qualified and licensed;
and
WHEREAS, in order to consolidate and rationalize the reinsurance
operations of Munich Re in the United States, it is deemed desirable to
domesticate the United States Branch by a transfer at ARC's direction of all of
the United States Branch's business and assets to Am Re and by the assumption by
Am Re of all of the liabilities of the United States Branch; and
WHEREAS, the Superintendent of Insurance of the State of New York
(referred to herein as the "Superintendent") has given his prior written
approval to the execution of this Domestication Agreement between Munich Re and
Am Re; and
WHEREAS, the Insurance Commissioner of the State of Delaware (referred
to herein as the "Commissioner") has given her prior written approval to the
execution of this Domestication Agreement between Munich Re and Am Re;
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NOW, THEREFORE, the parties hereto covenant and agree as follows:
1. Subject to the final consent and approval of the Superintendent
and of such other governmental regulatory bodies, including, without limitation,
the Commissioner, whose consent and approval may, at the time, be required, and
subject to the terms and conditions of this Domestication Agreement, Munich Re
does hereby agree to assign and transfer at ARC's direction to Am Re all of the
business, assets and liabilities of the United States Branch and Am Re agrees to
accept such business and assets and to assume all of the liabilities of the
United States Branch upon the consummation of this Domestication Agreement as
provided in paragraph 6 hereof.
2. Without limitation on paragraph 1, as of the date of the
consummation of this Domestication Agreement, the business and assets of the
United States Branch shall include, but not be limited to, the following:
(a) all of the underwriting contracts in force, including direct
policies and endorsements and binders in respect thereto,
reinsurance contracts, facultative contracts, retrocession
agreements and all other underwriting contracts of every kind and
description;
(b) all cash, securities, choses in action and other property of
every nature and description, including real property, leasehold
and other interests therein;
(c) securities or other property on deposit with supervisory
insurance officials, other insurance officials and any other
governmental officials;
(d) all monies owing by others, including agents, brokers,
reinsurance intermediaries and other underwriting representatives
and reinsurers;
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(e) all loans;
(f) all rights, title and interest in all employment contracts and
agency contracts; and
(g) all other assets of every nature and description whatsoever and
wherever located.
3. Without limitation on paragraph 1, as of the date of the
consummation of this Domestication Agreement, the liabilities of the United
States Branch shall include, but not be limited to, the following:
(a) unpaid losses and loss adjustment expenses;
(b) unpaid expenses, including contingent commissions, underwriting
and investment expenses, taxes, licenses and fees and other
similar charges;
(c) unearned premiums;
(d) monies withheld or retained for the account of others;
(e) monies due under reinsurance contracts;
(f) liabilities under leaseholds and other contracts covering real
estate or interests therein;
(g) liabilities under all and any employment contracts, plans for the
welfare or benefit of employees and agency contracts; and
(h) all other liabilities of every nature and description whatsoever.
4. Upon execution of this Domestication Agreement, Munich Re and
Am Re agree and each for itself agrees to execute an Instrument of Transfer and
Assumption, in the form attached hereto and marked Exhibit A.
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5. In consideration for the assets (net of liabilities) of the
United States Branch, ARC shall issue to Munich Re 23.56908 shares of common
stock, wholly paid up, with a par value of US $0.01 per share, with such new
shares issued by ARC entitling their holders to the same rights and
obligations, as of the date of their issuance, as any shares of common stock
previously issued by ARC. At ARC's direction, Munich Re shall transfer the
assets and liabilities of the United States Branch directly to Am Re. The
parties intend that, for Federal income tax purposes, the foregoing
transactions shall be treated as successive transfers under Section 351 of
the Internal Revenue Code of 1986 from Munich Re to ARC and from ARC to Am Re.
6. This Domestication Agreement shall be consummated and
domestication of the United States Branch shall become effective upon the filing
with the Superintendent of a certified copy of the Instrument of Transfer and
Assumption in the form shown in Exhibit A annexed hereto, or in a form
satisfactory to the Superintendent. The parties agree that, subject to the
requisite approval of the Superintendent and the Commissioner, such filing shall
be deemed made as of July 3, 1997.
7. When the domestication of the United States Branch becomes
effective as provided in paragraph 6 hereof, thereupon, in accordance with
Section 7205 of the Insurance Law of the State of New York, all of the rights,
franchises and interests of the United States Branch in and to every species of
property, real, personal and mixed, and things in action thereunto belonging,
shall be deemed transferred to and vested in Am Re, and simultaneously therewith
Am Re shall be deemed to have assumed all of the liabilities of the
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United States Branch; all deposits of the United States Branch held by
superintendents, state officers or other state regulatory agencies pursuant to
requirements of state laws shall be deemed to be held as security for the full
performance by Am Re of its assumption as direct liabilities of all of the
liabilities to policyholders and creditors within the United States of the
United States Branch, and such deposits shall be deemed to be admitted assets of
Am Re and shall be reported as such in the annual financial statements and other
reports that Am Re may be required to file; and upon the ultimate release of any
such deposits of the United States Branch held by any superintendent, state
officer or other state regulatory agencies, the securities and cash constituting
such released deposits shall be delivered and paid over to Am Re as the lawful
successor in interest to the United States Branch; and contemporaneously with
the consummation of the domestication of the United States Branch the
Superintendent shall transfer to Am Re or its account the securities deposited
by the United States Branch in compliance with the Insurance Law of the State of
New York, and the Superintendent shall consent that the Trustee of the trusteed
assets deposited by the United States Branch in compliance with the Insurance
Law of the State of New York shall withdraw from the trusteed assets and
transfer and deliver over to Am Re all assets held by such Trustee.
8. Am Re shall be deemed to be a continuance of both itself and of
the United States Branch, and of the business and operations of both, and none
of the rights, licenses, franchises and interests of Am Re and the United States
Branch, or either of them, whether in and to any species of property and the
choses in action thereunto belonging, shall be deemed to revert or be in any way
impaired by such domestication, but shall be deemed to be transferred to and
vested in Am Re.
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9. After the domestication of the United States Branch becomes
effective as provided in paragraph 6 hereof, Munich Re and ARC agree and each
for itself agrees to make an election pursuant to United States Treasury
Regulation Section 1.884-2T(d).
10. The parties hereto covenant and agree to take such additional
steps, to perform such additional acts and to furnish such additional documents
and other instruments, as may at any time be necessary or appropriate to carry
out the transaction contemplated by this Domestication Agreement. To this end,
Munich Re does hereby irrevocably authorize and empower the Manager at the time
of domestication and Am Re by any of its duly authorized officers, because of
its interest in and to the subject matter hereof, or either of them, to take
such additional steps, to perform such additional acts and to execute such
additional documents and other instruments, and such steps when taken, such acts
when performed and such documents and other instruments when executed shall have
full effect and be as binding as if taken, performed or executed by Am Re.
11. No action or proceeding, pending at the time of the domestication
of the United States Branch to which the United States Branch may be a party,
shall be abated or discontinued by reason of such domestication, but the same
may be prosecuted to final judgment in the same manner as if such domestication
has not taken place and Am Re shall be substituted in place of the United States
Branch by order of the court in which the action or proceeding may be pending.
All liabilities of any nature and description of the United States Branch at the
time of its domestication shall attach to and be assumed by Am Re and may be
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enforced against Am Re to the same extent as if said liability had been
originally incurred or contracted by Am Re.
12. Attached hereto and marked Exhibit B is a Secretary's Certificate
reflecting the corporate proceedings of Am Re, and attached hereto and marked as
Exhibit C is a Secretary's Certificate reflecting the corporate proceedings of
Munich Re, approving, adopting and authorizing the execution of this
Domestication Agreement.
13. This Domestication Agreement may be revoked and cancelled by
agreement of Munich Re and Am Re at any time prior to its consummation and
filing with the Superintendent as provided for in paragraph 6 hereof.
14. This Domestication Agreement may be executed in one or more
counterparts, any one of which shall be deemed an original, and all such
executed counterparts shall constitute a single agreement, notwithstanding that
each of the parties is not a signatory to the same counterpart.
15. This Domestication Agreement shall inure to the benefit of and be
binding upon the successors and assigns of the respective parties hereto.
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IN WITNESS WHEREOF, MUNCHENER RUCKVERSICHERUNGS-GESELLSCHAFT
AKTIENGESELLSCHAFT IN MUNCHEN has caused this Domestication Agreement to be
subscribed to by its duly authorized officers in the City of Munich, Germany,
this 24th day of June, 1997, AMERICAN RE CORPORATION has caused this
Domestication Agreement to be subscribed to by its duly authorized officers in
the City of Princeton, New Jersey, this 24th day of June, 1997, and
AMERICAN RE-INSURANCE COMPANY has caused this Domestication Agreement to be
subscribed to by its duly authorized officers in the City of Princeton, New
Jersey, this 24th day of June, 1997.
MUNCHENER RUCKVERSICHERUNGS-GESELLSCHAFT
AKTIENGESELLSCHAFT IN MUNCHEN
By: By:
/s/ Xx. Xxxxxxxxx /s/ Xx Xxxxxxx
------------------------- ---------------------------------
Name: Xx. Xxxxxxxxx Name: Xx. Xxxxxxx
Title: President Title: Member of the Board
AMERICAN RE CORPORATION
By: By:
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxx
------------------------- ---------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Title: Executive Vice President,
Executive Officer General Counsel and Secretary
AMERICAN RE-INSURANCE COMPANY
By: By:
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxx
------------------------- ---------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Chairman, President Title: Executive Vice President,
and Chief Executive General Counsel and Secretary
Officer
Exhibit A
Instrument of Transfer
and Assumption
INSTRUMENT OF TRANSFER AND ASSUMPTION
THIS INSTRUMENT OF TRANSFER AND ASSUMPTION ("this Instrument"), made
this __ day of __________, 1997 between MUNCHENER RUCKVERSICHERUNGS-GESELLSCHAFT
AKTIENGESELLSCHAFT IN MUNCHEN, a German reinsurance company duly organized and
existing under the laws of Germany with its principal office located at
Xxxxxxxxxxxxxx 000, X-00000 Xxxxxx, Xxxxxxx (referred to herein as "Munich Re"),
AMERICAN RE CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware (referred to herein as "ARC"), and AMERICAN
RE-INSURANCE COMPANY, a Delaware reinsurance company duly organized and existing
under the laws of the State of Delaware, with its principal office located at
American Re Plaza, 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000-0000
(referred to herein as "Am Re").
W I T N E S S E T H:
WHEREAS, Munich Re has been engaged in the business of transacting
reinsurance and has been licensed to do such business in the State of New
York, and to that end since December 23, 1955 has maintained a Un ited States
branch, which branch entered the United States through the State of New York
as its port of entry, and is currently licensed by the New York Department of
Insurance as the United States branch of an alien insurer pursuant to Section
1106 of the Insurance Law of the State of New York (sometimes referred to
herein as the "United States Branch"), having as its United States manager
Munich
Management Corporation (referred to herein as the "Manager") and having its
office located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx; and
WHEREAS, Munich Re also wholly owns ARC, which, in turn, wholly owns
Am Re; and
WHEREAS, in order to consolidate and rationalize the reinsurance
operations of Munich Re in the United States, it is deemed desirable to
domesticate the United States Branch by a transfer at ARC's direction of all of
the United States Branch's business and assets to Am Re and by the assumption by
Am Re of all of the liabilities of the United States Branch; and
WHEREAS, the parties hereto have, with the approval of both the
Superintendent of Insurance of the State of New York (referred to herein as the
"Superintendent") and the Commissioner of Insurance of the State of Delaware
(referred to herein as the "Commissioner"), entered into a Domestication
Agreement, executed on the same date as this Instrument (referred to herein as
the "Domestication Agreement");
NOW, THEREFORE, in consideration of the premises and of the mutual
promises contained herein, the parties hereto agree that the United States
Branch shall be domesticated, in accordance with the terms of the Domestication
Agreement, by the transfer of all of the business and assets of the United
States Branch to Am Re and by the assumption by
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Am Re of all of the liabilities of the United States Branch. The manner in
which such transfer and assumption shall be made effective and the terms of such
transfer and assumption shall be as follows:
1. This Instrument and the domestication of the United States Branch
shall become effective upon the filing of a certified copy of this Instrument
with the Superintendent of Insurance of the State of New York. Subject to the
approval of the Superintendent, the parties agree that such filing shall be
deemed made as of July 3, 1997.
2. By this Instrument the business, assets and liabilities of the
United States Branch are transferred at ARC's direction to Am Re, and Am Re
succeeds thereby to the business, assets and liabilities of the United States
Branch as provided by Article 72 of the Insurance Law of the State of New York,
and the separate existence of the United States Branch shall thereupon cease.
3. Immediately upon this Instrument becoming effective as provided
in paragraph 1 hereof, and subject to paragraph 10 hereafter, all of the rights,
franchises, and interests of the United States Branch in and to every species of
property, real, personal and mixed, and things in action thereunto belonging,
shall be deemed transferred to and vested in Am Re, and simultaneously therewith
Am Re shall be deemed to have assumed all of the liabilities of the United
States Branch, all deposits of the United States Branch held by the
superintendents, state officers or other state regulatory agencies pursuant to
requirements of
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state laws shall be deemed to be held as security for the full performance by Am
Re of its assumption as direct liabilities of all of the liabilities to
policyholders and creditors within the United States of the United States
Branch, and such deposits shall be deemed to be admitted assets of Am Re and
shall be reported as such in the annual financial statements and other reports
which Am Re may be required to file; and upon the ultimate release of any such
deposits of the United States Branch held by any superintendent, state officer
or other state regulatory agencies, the securities and cash constituting such
released deposits shall be delivered and paid over to Am Re as the lawful
successor in interest to the United States Branch; and contemporaneously with
the consummation of the domestication of the United States Branch the
Superintendent shall transfer to Am Re or its account the securities deposited
by the United States Branch in compliance with the Insurance Law of the State of
New York, and the Superintendent shall consent that the Trustee of the trusteed
assets deposited by the United States Branch in compliance with the Insurance
Law of the State of New York shall withdraw from the trusteed assets and
transfer and deliver over to Am Re all assets held by such Trustee.
4. Am Re shall be deemed to be a continuance of both itself and of
the United States Branch, and of the business and operations of both, and none
of the rights, licenses, franchises and interests of Am Re and the United States
Branch, or either of them, whether in and to any species of property and the
choses in action thereunto belonging, shall be deemed to revert or be in any way
impaired by such domestication, but shall be deemed to be transferred to and
vested in Am Re.
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5. Without limitation on paragraphs 2 and 3, the business and assets
of the United States Branch, as of the date of the consummation of this
Instrument, shall include, but not be limited to, the following:
(a) all of the underwriting contracts in force, including direct
policies and endorsements and binders in respect thereto,
reinsurance contracts, facultative contracts, retrocession
agreements and all other underwriting contracts of every kind and
description;
(b) all cash, securities, choses in action and other property of
every nature and description, including real property, leasehold
and other interests therein;
(c) securities or other property on deposit with supervisory
insurance officials, other insurance officials and any other
governmental officials;
(d) all monies owing by others, including agents, brokers,
reinsurance intermediaries and other underwriting representatives
and reinsurers;
(e) all loans;
(f) all rights, title and interest in all employment contracts and
agency contracts; and
(g) all other assets of every nature and description whatsoever and
wherever located.
6. Without limitation on paragraphs 2 and 3, the liabilities of the
United States Branch, as of the date of the consummation of this Instrument,
shall include, but not be limited to, the following:
(a) unpaid losses and loss adjustment expenses;
(b) unpaid expenses, including contingent commissions, underwriting
and investment expenses, taxes, licenses and fees and other
similar charges;
(c) unearned premiums;
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(d) monies withheld or retained for the account of others;
(e) monies due under reinsurance contracts;
(f) liabilities under leaseholds and other contracts covering real
estate or interests therein;
(g) liabilities under all and any employment contracts, plans for the
welfare or benefit of employees and agency contracts; and
(h) all other liabilities of every nature and description whatsoever.
7. In consideration for the assets (net of liabilities) of the
United States Branch, ARC shall issue to Munich Re 23.56908 shares of common
stock, wholly paid up, with a par value of US $0.01 per share, with such new
shares issued by ARC entitling their holders to the same rights and
obligations, as of the date of their issuance, as any shares of common stock
previously issued by ARC. At ARC's direction, Munich Re shall transfer the
assets and liabilities of the United States Branch directly to Am Re. The
parties intend that, for Federal income tax purposes, the foregoing
transactions shall be treated as successive transfers under Section 351 of
the Internal Revenue Code of 1986 from Munich Re to ARC and from ARC to Am Re.
8. No action or proceeding, pending at the time of the domestication
of the United States Branch to which the United States Branch may be a party,
shall be abated or discontinued by reason of such domestication, but the same
may be prosecuted to final judgment in the same manner as if such domestication
had not taken place and Am Re shall be substituted in place of the United States
Branch by order of the court in which the action or
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proceeding may be pending. All liabilities of any nature and description of the
United States Branch at the time of its domestication shall attach to and be
assumed by Am Re and may be enforced against Am Re to the same extent as if said
liability had been originally incurred or contracted by Am Re.
9. The parties hereto covenant and agree to take such additional
steps, to perform such additional acts and to furnish such additional documents
and other instruments, as may at any time be necessary or appropriate to carry
out the transaction contemplated by this Instrument. To this end, Munich Re
does hereby irrevocably authorize and empower the Manager at the time of
domestication and Am Re by any of its duly authorized officers, because of its
interest in and to the subject matter hereof, or either of them, to take such
additional steps, to perform such additional acts and to execute such additional
documents and other instruments, and such steps when taken, such acts when
performed and such documents and other instruments when executed shall have full
effect and be binding as if taken, performed or executed by Munich Re.
10. The domestication is subject to: (1) the approval, of Munich Re,
of the Domestication Agreement; (2) the approval, by the board of directors of
Am Re, of the Domestication Agreement; and (3) the final approval of both the
Superintendent and the Commissioner of the Domestication Agreement and this
Instrument and the terms and conditions of each.
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11. This Instrument may be executed in counterparts, any one of which
shall be deemed an original, and all of which counterparts shall constitute a
single agreement, notwithstanding that each of the parties is not a signatory to
the same counterpart.
12. This Instrument shall inure to the benefit of, and be binding
upon, the successors and assigns of the respective parties hereto.
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IN WITNESS WHEREOF, MUNCHENER RUCKVERSICHERUNGS-GESELLSCHAFT
AKTIENGESELLSCHAFT IN MUNCHEN has caused this Instrument to be subscribed to by
its duly authorized officers in the City of Munich, Germany, this ____ day of
__________, 1997, AMERICAN RE CORPORATION has caused this Instrument to be
subscribed to by its duly authorized officers in the City of Princeton, New
Jersey, this ____ day of __________, 1997, and AMERICAN RE-INSURANCE COMPANY has
caused this Instrument to be subscribed to by its duly authorized officers in
the City of Princeton, New Jersey, this ____ day of __________, 1997.
MUNCHENER RUCKVERSICHERUNGS-GESELLSCHAFT
AKTIENGESELLSCHAFT IN MUNCHEN
By: By:
_____________________________ _________________________________
Name: Name:
Title: Title:
AMERICAN RE CORPORATION
By: By:
_____________________________ _________________________________
Name: Name:
Title: Title:
AMERICAN RE-INSURANCE COMPANY
By: By:
_____________________________ _________________________________
Name: Name:
Title: Title:
Exhibit B
Secretary's Certificate of
Am Re
AMERICAN RE-INSURANCE COMPANY
Secretary's Certificate
I, the undersigned, Xxxxxx X. Xxxxxxx, Executive Vice President, General
Counsel and Secretary of American Re-Insurance Company, a corporation organized
and existing under the laws of the State of Delaware (the "Corporation") do
hereby certify:
1. That the original resolutions of which the following are copies were duly
adopted by unanimous written consent of the Board of Directors of the
Corporation dated as of June 16, 1997 and recorded with the minutes of meetings
of the Board of Directors of said Corporation, such resolutions have not since
been revoked, amended or modified:
APPROVAL OF MERGER WITH MUNICH AMERICAN REINSURANCE COMPANY
WHEREAS, the Board of Directors of American Re-Insurance Company, a Delaware
corporation (the "Corporation"), has been presented with an Agreement and Plan
of Merger (together with exhibits, the "Merger Agreement"), among the
Corporation, American Re Corporation, a Delaware corporation ("ARC"), Munich
American Reinsurance Company, a New York corporation ("MARC"), and each of
Munchener Ruckversicherungs Gesellschaft Aktiengesellschaft in Munchen, a
limited liability company organized under the laws of Germany ("Munich Re"),
Munich Re U.S. Branch, Allianz Aktiengesellschaft, a company organized under the
laws of Germany, and VICTORIA Versicherung AG, a company organized under the
laws of Germany (each as shareholders of MARC, and collectively the "Sellers"),
and a Certificate of Merger, whereby MARC will be merged with and into the
Corporation and the Corporation will be the surviving entity (the Merger"); and
WHEREAS, the Board of Directors believes that the Merger Agreement is fair to,
advisable and in the best interests of the Corporation and its stockholders;
NOW, THEREFORE, BE IT RESOLVED, that this Board deems the Merger of MARC with
and into the Corporation, pursuant to the Merger Agreement and the Certificate
of Merger, in the form attached hereto as Exhibit A, to be fair to, advisable
and in the best interests of the Corporation and its stockholders and as such,
is hereby approved, subject to stockholder approval and the approval of the
applicable regulatory authorities; and
FURTHER RESOLVED, that the form, terms, conditions and considerations set forth
in the Merger Agreement be, and they hereby are, approved and that the
President, any Executive Vice President or any Senior Vice President and the
Secretary or any Assistant Secretary of the Corporation be, and each of them
hereby is, authorized and directed to execute and deliver on behalf of the
Corporation, the Merger Agreement in the form presented to this Board of
Directors and with such changes therein and additions thereto as the officer or
officers executing the same on behalf of the Corporation shall determine to be
appropriate, their execution thereof to be conclusive evidence of such approval
and with such changes, revisions and supplements, if any, as the Superintendent
of Insurance of the State of New York and/or the Commissioner of Insurance of
the State of Delaware may require, provided that such changes will not
materially affect the proposed Merger Agreement; and
FURTHER RESOLVED, that the acts of the foregoing officers of the Corporation in
negotiating and preparing for the execution and delivery of the Merger Agreement
and the Certificate of Merger and all matters related or incident thereto be,
and the same hereby are, in all respects ratified, confirmed and approved; and
FURTHER RESOLVED, that the Merger Agreement and the Certificate of Merger be
submitted to the stockholder of the Corporation for the purpose of considering
the adoption, authorization and approval of
same, which may be accomplished by such stockholder acting without a meeting on
unanimous written consent; and
FURTHER RESOLVED, that this Board hereby recommends that the stockholder of this
Corporation approve the Merger Agreement and the Certificate of Merger proposed
in the first WHEREAS clause above; and
GENERAL AUTHORIZATIONS
FURTHER RESOLVED, that the President, any Executive Vice President or any Senior
Vice President of the Corporation be, and they hereby are, authorized to file
with the New York Superintendent of Insurance, the Delaware Insurance
Commissioner, the secretaries of state in Delaware and New York and with the
insurance executives, secretaries of state or other officials or agents of every
state, county, province or other governmental unit or agency which such officers
deem, with advice of counsel, necessary or desirable, the Merger Agreement, the
Certificate of Merger, and such other documents, notices, applications,
affidavits, or other like forms and to appear on behalf of this Corporation (or
authorize such appearance through agents or counsel) in any judicial or
regulatory hearing or other proceedings, as may be necessary or desirable, in
the opinion of such officers, with advice of counsel, in order to obtain
approval of the Merger in the manner proposed in the Merger Agreement and to
assure that the Corporation's franchises and licenses to do business and its
treaties and other contractual arrangements will be maintained in the name of
the Corporation after the effectiveness of the Merger; and
FURTHER RESOLVED, that the appropriate officers of this Corporation be, and they
hereby are, authorized to give such notice of the authorizations, stockholder
approval, effectiveness or delay or abandonment of the proposed Merger, as they
deem necessary or appropriate, with advice of counsel, to the public generally
or any creditors, customers, suppliers or other class or classes of persons
doing business with the Corporation; and
FURTHER RESOLVED, that the Corporation is hereby authorized to pay all necessary
and reasonable fees and expenses incurred in connection with the Merger, and the
appropriate officers of the Corporation are hereby severally authorized, in the
name and on behalf of the Corporation, to make all payments as they, or any of
them, shall determine to be appropriate, such payment to be conclusive evidence
of their determination; and
FURTHER RESOLVED, that the officers of the Corporation are hereby authorized to
take such further actions as such officers, with advice of counsel, may deem
necessary or desirable in order to accomplish and to carry into effect all
purposes and intents of the foregoing resolutions; and
FURTHER RESOLVED, that the Secretary or any Assistant Secretary of this
Corporation is hereby authorized to certify and deliver to any state, state
agency, or governmental agency to whom such certification and delivery may be
deemed necessary and desirable in the opinion of such Secretary or Assistant
Secretary, a true copy of the foregoing resolutions and such state, state agency
or governmental agency may rely upon same until receipt by it of written notice
of any change or revocation thereof; and
FURTHER RESOLVED, that a copy of said Merger Agreement and Certificate of Merger
be inserted in the minute book following these resolutions.
APPROVAL OF THE DOMESTICATION OF THE MUNICH RE BRANCH
WHEREAS, the Board of Directors of the Corporation has been presented with a
Domestication Agreement (the "Domestication Agreement"), among Munich Re, ARC
and the Corporation, whereby Munich Re agrees to assign all of the business,
assets and liabilities of its United States Branch to the Corporation and the
Corporation agrees to accept such business and assets and to assume all of the
liabilities of Munich Re's Branch (the "Domestication"); and
WHEREAS, the Board of Directors believes that the Domestication Agreement is
fair to, advisable and in the best interests of the Corporation;
NOW, THEREFORE, BE IT RESOLVED, that this Board deems the Domestication,
pursuant to the Domestication Agreement, as attached hereto as Exhibit B, to be
fair to, advisable and in the best interests of the Corporation; and
FURTHER RESOLVED, that the form, terms, conditions and considerations set forth
in the Domestication Agreement be, and they hereby are, approved and that the
President, any Executive Vice President, or any Senior Vice President and the
Secretary or any Assistant Secretary of the Corporation be, and each of them
hereby is, authorized and directed to execute and deliver on behalf of the
Corporation, the Domestication Agreement in the form presented to this Board of
Directors with such changes therein and additions thereto as the officer or
officers executing the same on behalf of the Corporation shall determine to be
appropriate, their execution thereof to be conclusive evidence of such approval
and with such changes, revisions and supplements, if any, as the Superintendent
of Insurance of the State of New York and/or the Commissioner of Insurance of
the State of Delaware may require, provided that such changes will not
materially affect the proposed Domestication Agreement; and
FURTHER RESOLVED, that the acts of the foregoing officers of the Corporation in
negotiating and preparing for the execution and delivery of the Domestication
Agreement and all matters related or incident thereto be, and the same hereby
are, in all respects ratified, confirmed and approved; and
GENERAL AUTHORIZATIONS
FURTHER RESOLVED, that the President, any Executive Vice President or any Senior
Vice President of the Corporation be, and they hereby are, authorized to file
with the New York Superintendent of Insurance, the Delaware Insurance
Commissioner, the secretaries of state in Delaware and New York and with the
insurance executives, secretaries of state or other officials or agents of every
state, county, province or other governmental unit or agency which such officers
deem, with advice of counsel, necessary or desirable, the Domestication
Agreement and such other documents, notices, applications, affidavits, or other
like forms and to appear on behalf of this Corporation (or authorize such
appearance through agents or counsel) in any judicial or regulatory hearing or
other proceedings, as may be necessary or desirable, in the opinion of such
officers, with advice of counsel, in order to obtain approval of the
Domestication in the manner proposed in the Domestication Agreement, and to
assure that the Corporation's franchises and licenses to do business and its
treaties and other contractual arrangements will be maintained in the name of
the Corporation after the effectiveness of the Domestication; and
FURTHER RESOLVED, that the appropriate officers of the Corporation be, and they
hereby are, authorized to give such notice of the authorizations, stockholder
approval, effectiveness or delay or abandonment of the proposed Domestication,
as they deem necessary or appropriate, with advice of counsel, to the public
generally or any creditors, customers, suppliers or other class or classes of
persons doing business with the Corporation; and
FURTHER RESOLVED, that the Corporation is hereby authorized to pay all necessary
and reasonable fees and expenses incurred in connection with the Domestication,
and the appropriate officers of the Corporation are hereby severally authorized,
in the name and on behalf of the Corporation, to make all payments as they, or
any of them, shall determine to be appropriate, such payment to be conclusive
evidence of their determination; and
FURTHER RESOLVED, that the officers of the Corporation are hereby authorized to
take such further actions as such officers, with advice of counsel, may deem
necessary or desirable in order to accomplish and to carry into effect all
purposes and intents of the foregoing resolutions.
2. That the undersigned has compared the foregoing copy thereof with said
original resolutions as so recorded, and that the same are true and correct
copies of said original resolutions as so recorded and the whole thereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this ____ day of
June, 1997.
AMERICAN RE-INSURANCE COMPANY
By:_________________________________
[SEAL] Xxxxxx X. Xxxxxxx
Executive Vice President, General Counsel
and Secretary
Exhibit C
Secretary's Certificate of
Munich Re
MUNCHENER RUCKVERSICHERUNGS-GESELLSCHAFT
AKTIENGESELLSCHAFT IN MUNCHEN
SECRETARY'S CERTIFICATE
I, Xx. Xxx Xxxxx, hereby certify that I am the Corporate Secretary of
Munchener Ruckversicherungs-Gesellschaft, Aktiengesellschaft in Munchen
("Munich Re") and, in such capacity I am responsible for the Company's legal
affairs. I hereby certify that
- the proposed Domestication Agreement and Instrument of Transfer and
Assumption have been duly and validly authorized by all requisite
corporate action and no other corporate proceedings on the part of
Munich Re are necessary to authorize the foregoing.
- Munich Re has no legal obligation to get approval by a German Authority
for this Domestication Agreement and Instrument of Transfer and
Assumption.
- this Domestication Agreement and Instrument of Transfer and Assumption,
in final form with such changes, revisions and supplements, if any, as
the Superintendant of Insurance of the State of New York, and for the
Commissioner of Insurance of the State of Delaware may require,
provided such changes are not material, will be executed by Munich Re.
Certified a true copy this ____ day of _____, one thousand nine hundred and
ninety-seven.
MUNCHENER RUCKVERSICHERUNGS-GESELLSCHAFT
AKTIENGESELLSCHAFT IN MUNCHEN
BY: _________________________
Name: Xx. Xxx Xxxxx
Title: CORPORATE SECRETARY
