ance companies doing business in the state of Illinois." (Ap proved March 11, 1869; in force March 11 and July 1, 1869), and all acts amendatory thereof, and also pursuant to the provisions of an act entitled "An Act authorizing fire insurance companies to insure against loss or damage by lightning, windstorm, hailstorm, tornadoes and cyclones." (Approved June 30, 1885; in force July 1, 1885). And in addition thereto, to insure sprinklers, pumps and other apparatus erected, used or put in position for the purpose of extinguishing fires, against damage or loss or injury resulting from any cause whatsoever; and may also insure any property which such companies are authorized to insure against loss or damage by fire, or injury by water or otherwise, resulting from the breaking of or injury to such sprinklers, pumps or other apparatus, or from the use or other operation of the same arising from any cause whatever, in accordance with the provisions of "An Act authorizing fire insurance companies to insure sprinklers, pumps or other fire apparatus, and also to insure against loss or damage by the same." (In force July 1st, 1905).

Article III. Name.

The name of the consolidated company shall be Marquette National Fire Insurance Company.

Article IV. Location.

The location of the principal office for the transaction of business of the consolidated company shall be at the City of Chicago, Cook County, Illinois.

Article V. Capital.

The capital stock of the consolidated company shall be five hundred thousand dollars ($500,000.00), divided into twenty thousand (20,000) shares, each share of the par value of twentyfive dollars ($25.00).

Article VI. Directors.

Corporate powers shall be exercised by a board of directors of not less than nine nor more than twenty-five, the number to be elected from time to time to be fixed by the by-laws of the company. The directors shall be elected by the stockholders annually by ballot, the majority of whom shall be citizens of Illinois. In all elections for directors, every stockholder shall have the right to vote in person or by proxy, the number of shares owned or subscribed by him, for as many persons as there are directors to be elected, or to cumulate such shares and give one

candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute them on the same principle among as many candidates as he shall think fit. The stockholders may fill any vacancies until the next annual meeting. The first board of directors of said company who will hold office until their successors shall be duly elected and qualified, shall be eleven in number and shall be the following named persons, to wit:

(Names)

Article VII. Mode and manner of transacting business.

The board of directors shall elect a president, one or more vice-presidents, a treasurer and a secretary, and such other officers as they may deem necessary, who shall hold their offices for one year and/or until their successors are duly elected and qualified. They shall adopt by-laws for their own government and the government of the officers of this company, not inconsistent with the charter and the act under which the constituent companies were incorporated and this consolidation is effected, and the acts amendatory thereof, and subject to such charter and by-laws and acts, shall have the control, direction and management of the affairs of the company. They shall cause to be carefully kept, books of account and records showing all of the business of the company and shall at least annually, make report of the business transacted and the condition of the company to the stockholders thereof. They shall meet regularly at times to be fixed by the by-laws and at such meetings shall receive such reports from the officers and give such directions to them as shall seem to be for the best interests of the company. They shall require all of the officers and agents of the company, who have control of or handle any of its funds, to give bonds, when and in their discretion, it may be deemed necessary with such surety or sureties and conditions as they shall deem proper and they may remove any officer, when, in their judgment, the interest of the company shall require such action.

Until their successors shall be duly elected and qualified, the officers of the consolidated company shall be: - president; vice-president; -, vice-president; vice-president;

secretary and treasurer.

Article VIII. Fiscal year.

The fiscal year shall commence on the first day of January and terminate on the 31st day of December in each year.

The duration of the charter of the company shall be thirty

years.

(Form from MCKINLEY & KILLINGER, Chicago, Ill.)

Form 3515.

Merger Agreement Between a Security and an Underwriting Company, Keeping the Submerged Company Con

tingently Alive.

day

This agreement made and entered into as of the of, 19, between Company, of, Ohio, a corporation organized and existing under the laws of the state of Ohio, first party, and hereinafter designated and referred to as "security company," and Company, of Ohio, a corporation organized and existing under the laws of the state of Ohio, second party, and hereinafter designated and referred to as "underwriting company."

Witnesseth:

Whereas the directors and stockholders of the security company and the underwriting company respectively deem it to be for the best interests of said respective companies, parties hereto, and their respective stockholders and the business of each of them, that the property and business of said security company and underwriting company be merged and that such merger be effected through and in pursuance of the provisions of Sections 8710 to 8718, both inclusive, of the General Code of Ohio:

Mutual representations and agreements.

Now therefore, in consideration of the representations, promises, covenants and agreements of each of said parties to and with the other and upon, in consideration of and subject to the provisions, terms and conditions all as hereinafter set forth, it is hereby mutually agreed between said parties as follows:

First party's corporate status and assets.

1. The security company represents and covenants that it is a corporation incorporated and organized under the laws of the state of Ohio, with an authorized capital stock of $1,000,000.00, divided into 10,000 shares with a par value of $100.00 each, 5,000 shares of which are common stock, and 5,000 shares of which are preferred stock, calling for cumulative preferred

dividends at the rate of six per cent. per annum, payable in equal quarterly instalments of one and one-half per cent. to each owner of such preferred stock; that of said common stock there are now issued and outstanding 2,760 shares; that of said preferred stock there are now issued and outstanding 567 shares; that the security company is the owner and in possession of, with good and merchantable title to the property and assets, the nature, character, description and value of which are shown on Schedule A hereto attached and made a part hereof, said values being the values as carried on the books of the security company.

Second party's corporate status and assets.

2. The underwriting company represents and covenants that it is a corporation incorporated and organized under the laws of the state of Ohio with an authorized capital stock of $1,000,000.00, divided into 10,000 shares with a par value of $100.00 each, 5,000 shares of which are common stock, and 5,000 shares of which are preferred stock, calling for cumulative preferred dividends at the rate of seven per cent. per annum, payable in equal quarterly instalments of one and three-fourths per cent. to each owner of such preferred stock; that of said common stock there are now issued and outstanding 1,440 shares; that of said preferred stock there are now issued and outstanding 268 shares; and that the underwriting company is the owner and in possession of, with good and merchantable title to the property and assets, the nature, character, description and value of which are shown on Schedule B hereto attached and made a part hereof, said values being the values as carried on the books of the underwriting company.

First party's assets sold to second party.

3. The security company shall and hereby does sell to the underwriting company, and the underwriting company shall and does hereby buy from the security company all the business, property and assets of the security company, subject however to the debts and obligations of the security company, which debts and obligations of the security company the underwriting company hereby assumes and agrees to pay and perform, and subject to and on the provisions hereinbefore set out, and subject to and on the following terms and conditions:

First party's schedule of assets and officers.

(a) The sale, purchase and transfer of the business, property and assets of the security company to the underwriting company so as to merge the same as aforesaid with the business, property and assets of the underwriting company shall be done as of the day of, 19-, each of said parties hereto representing and warranting that the schedule of property and assets hereto attached is and will be a true schedule of such property and assets on, 19-, excepting as the same may be changed through additions or subtractions made in the regular course of its business since the date of said schedule of 19-.

Directors and officers of merged company.

(b) The regulations and by-laws of the underwriting company shall be so amended as to permit the election to its board of directors of such members of the board of directors of the security company as are not now on the board of directors of the underwriting company, and it is understood and agreed that such members of the board of the security company as are not now on the board of the underwriting company shall on the execution hereof be elected to the board of the underwriting company, and that the members of the board of the underwriting company thus constituted shall be retained on the board. of the underwriting company until such time as it shall be regularly and lawfully determined otherwise; and likewise, it is understood and agreed that until it shall be regularly and lawfully determined otherwise, the offices and officers of the underwriting company after the execution hereof shall be as follows: President and counsel, ; vice-presidents,

-;

; vice-president and secretary in charge of

and depart

ment, ; vice-president in charge of — department, ; officer, ; treasurer, ; assistant secretary-treasurer, ; assistant secretary, ; trust officer,

By-laws and regulations-Amendment.

The regulations and by-laws of the underwriting company shall be amended upon the execution hereof so as to permit accomplishment of the provisions of this section and they shall also be amended further, if necessary, so as to permit accomplishment of the other provisions of this agreement.