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Approved.

HENRY YATES,
Filed August 7, 190i. Insurance Superintendent.

JAMES A. ROSE,

Secretary of State.

United States of America,
State of Illinois.

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Office Of The Secretary Of State.

I, James A. Rose, Secretary of State of the State of Illinois, do hereby certify that the foregoing is a true copy of Certificate of Increase of Capital Stock of the Federal Life Insurance Company. Filed August 7th, 1901, the original of which is now on file in my office.

In witness whereof, I hereunto set my hand and affix the Great Seal of State, at the City of Springfield, this sixteenth day of August, A. D. 190i.

JAMES A. ROSE,

(Seal) Secretary of State.

AMENDMENT TO CHARTER.

I, R. N. Wilbur, Assistant Secretary of the Federal Life Insurance Company, do hereby certify that at the regular annual meeting of the stockholders of said Company, held at its home office, in the City of Chicago, Illinois, on the 10th day of February, 1900, the following amendment to the original charter was duly and legally adopted:

"Resolved, that Article I of the charter of this Company be amended so as to read as follows:

"Article I. The name of such corporation shall be the Federal Life Insurance Company, and the principal office for the transaction of its business shall be located in the City of Chicago, in the State of Illinois."

I further certify that at the regular annual meeting of the stockholders of said Company, held at its Home Office, in the City of Chicago, Illinois, on the 15th day of January, 1901, the following resolution was duly and legally adopted:

"Resolved, that the President and Treasurer are hereby authorized to take such action as may be necessary, at such time as they deem best, to perfect and legalize an increase of the capital stock from $125,000.00 to $150,000.00; and the President and Treasurer are hereby authorized, if they deem it wise so to do, to sell said $125,000.00 of stock, or any part thereof, the same to be sold for cash at not less than par, and on such terms as to them shall seem for the best interests of the Company; and in the event of the sale of said stock, or any part thereof, and on full payment therefor, the President and Secretary are hereby authorized and directed to issue certificates of stock to the parties entitled thereto."

I further certify that in accordance with the said resolution of February 10th, 1900, the original charter of the said Federal Life Insurance Company was amended, changing the name of said Company from the Equitable Inheritance and Life Insurance Company to the Federal Life Insurance Company.

I further certify that in accordance with the said resolution of January 15th, 1901, the original stock of the said Company was increased from $125,000.00 to $150,000.00.

I further certify that there have been no other amendments made to the charter of the said Federal Life Insurance Company.

In witness whereof, I have hereunto subscribed my name as Assistant Secretary of said Company, and affixed the corporate seal thereof, this thirteenth day of Novem

Section i. The officers of this corporation shall be a President, Vice-President, Second Vice-President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary, Actuary, Medical Directors, Counsel, and

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Assistant Counsel, who shall hold their offices respectively, for one year and until their successors are elected and qualified.

Sec. 2. The officers of the Company shall be elected by the Board of Directors at the first meeting thereof, and annually thereafter, provided the President, VicePresident, Second Vice-President, Treasurer and Secretary shall be elected from the members of the Board of Directors, and provided, the offices of Vice-President and Treasurer, may be held by the same person.

Sec. 3. The President shall preside at all meetings of the Directors and Stockholders; he may attend the meetings of any committee and it shall be his duty to attend the meetings of any committee when requested by the chairman thereof, and he shall be the Chairman of the Executive Committee. He shall have the general charge and management of the affairs of the Company, subject to the directions and instructions of the Board of Directors and the Executive Committee. In all cases in which agents and employes are not made subject to the directions and instructions of any other officer by the bylaws, rules or regulations of the Company, they shall obey the orders and instructions of the President. The President and Secretary shall have the power and authority to make contracts for insurance of life in conformity with the Charter, rules and regulations of the Company for the time being.

Sec. 4. The Vice-President shall perform such appropriate acts and duties as may be assigned to, or required of him by the Board of Directors and the Executive Committee. In case any vacancy shall occur in the office of President by death, resignation or otherwise, the Vice-President shall exercise the powers and be charged with all the duties of the President until the vacancy shall be filled by the Board of Directors.

Sec. 5. The Second Vice-President shall exercise such powers and discharge such duties as may be assigned to or required of him by the Board of Directors, or the Executive Committee- In case of vacancies in the office of President and Vice-President by death, resignations or otherwise, the Second Vice-President shall exercise the powers and be charged with all the duties of the President until the vacancies shall be filled by the Board of Directors.

Sec. 6. The Treasurer shall safely keep all moneys and funds of the Company which shall come to his hands or under his control, and disburse the same only upon the warrants of the Secretary countersigned by the President; and it shall be his duty immediately upon the receipt of any moneys or funds of the Company to deposit the same to the credit of the Company in such banks or depositories as may be designated for that purpose by the Board of Directors or the Executive Committee. He shall be the Chairman of the Finance Committee and shall be the principal officer in charge of the loan department, subject to the direction and supervision of the Finance Committee. All securities and evidences of indebtedness belonging to the Company shall be delivered to the Treasurer who shall be charged with the safe keeping thereof.

Sec. 7. The Assistant Treasurer shall perform such appropriate acts and duties as may be assigned to, or required of him by the Board of Directors, the Executive Committee or the Treasurer. In case of the temporary absence or disability of the Treasurer the powers and duties of the Treasurer shall be exercised by the Assistant Treasurer.

Sec. 8. The Secretary shall have general charge and supervision of all matters relating to the issuance of policies. The collection of premiums and the conducting of all the necessary correspondence in connection therewith shall be under the general charge and supervision of such officer or officers as may be designated by the President. The Secretary shall have the necessary authority to sign policies, warrants, receipts and such other papers and instruments as pertain to the business of his department. It shall be his duty to attend all meetings of the stockholders and of the Board of Directors, and keep a record of the proceedings thereof, and of the proceedings of all committees of which he may be a member, and to perform all such duties as are incident to his office.

The seal of the corporation shall be under the exclusive charge of the Secretary, who shall have power to affix same to all instruments requiring it. The Secretary shall, as soon as received and credited, pay over to the Treasurer all moneys and funds of the Company received by him; he shall serve or cause to be served, all notices, or notifications personally or by mail. All employes in his department shall be under his control and direction, subject to the instructions of the Board of Directors, the Executive Committee or the President. All reports required by the by-laws, or by the Board of Directors, shall be recorded by the Secretary.

Sec. 9. The Assistant Secretary shall perform such duties as may be assigned to, or required of him by the Board of Directors, the Executive Committee, the President or the Secretary, and he shall assist the Secretary in all matters pertaining to his department. In case of the temporary absence or disability of the Secretary, he shall have power to exercise all the duties of the Secretary.

Sec. 10. The Actuary shall make all calculations and tables for the present and future use of the Company on such principles as may be adopted by the Board of Directors. He shall audit the quarterly and annual statements of the Company, and make such reports and communications to the President, Secretary, Board of Directors and Executive Committee, and perform such other appropriate acts, as may be required of him by the Board of Directors or the Executive Committee.

Sec. 1i. There shall be three (3) medical directors who shall constitute the Medical Board of the Company. They shall organize by electing one of their number as Chairman and one as Secretary; the said Board shall examine and pass upon all applications for insurance in this

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