ATTORNEY GENERAL'S OFFICE,

HARRISBURG, Aug. 7, 1899.

To His Excellency, William A. Stone, Governor of Pennsylvania.

I do certify that I have examined the above and foregoing resolution amending the charter of The Fidelity Mutual Life Association and find it in accordance with the Act of May 1, 1876, and not inconsistent with the Constitution of this State and of the United States, and the same is hereby approved.

Approved.

JNO. R. CATLIN,

Attorney General.

Pennsylvania-SS.

Enrolled in Charter Book No. 53, Page 483.

Witness my hand and seal of office at Harrisburg this

22d day of August, A. D. 1899.

W. W. GRIEST,

Secretary of the Commonwealth.

OFFICE OF THE SECRETARY OF THE COMMONWEALTH, HARRISBURG, September 7th, A. D. 1899.

Pennsylvania-ss.

I do hereby certify, that the foregoing and annexed is a full, true and correct copy of the Amended Charter of the Fidelity Mutual Life Insurance Company, as the same appears of record in this office.

In testimony whereof I have hereunto set my hand and caused the seal of the Secretary's Office to be affixed the day and year above written.

(Seal.)

LEWIS E. BEITLER,

Deputy Secretary of the Commonwealth.

In the Name and by the Authority of the Commonwealth of Pennsylvania.

(Seal)

The Governor of Said Commonwealth,

To all to whom these presents shall come, greeting:

Know ye, that the attestation or certificate hereunto attached is in due form and made by the proper officer, and that Lewis E. Beitler, whose name is subscribed thereto, was at the time of subscribing the same, and now is Deputy Secretary of the Commonwealth of Pennsylvania duly appointed and commissioned, and full faith and credit are due and ought to be given to his official acts accordingly.

Given under my hand and the Great Seal of the State, at the City of Harrisburg, this 7th day of September, in the year of our Lord one thousand eight hundred and ninety-nine, and of the Commonwealth the one hundred and twenty-fourth.

(Seal)

WILLIAM A. STONE,

Governor. W. W. GRIEST, Secretary of the Commonwealth.

BY-LAWS.

ARTICLE I.

The objects and purpose of the Company are: "To make insurance upon the mutual principle upon the lives of individuals and every insurance appertaining thereto or connected therewith, and to grant and purchase annuities."

ARTICLE II.

SECTION 1. The officers of this Company shall consist of a President, Vice-President, and, at any time, at the option of the Directors, a Second and Third VicePresident, Secretary and Treasurer.

SEC. 2. There shall also be an Assistant Secretary, Assistant Treasurer, Actuary, one or more Medical Directors, an Executive Committee of three, a Finance Committee of five, and not less than nine, nor more than thirteen Directors.

SEC. 3. The executive officers named in the first section, and the Assistants, Actuary, and Medical Directors named in the second section, shall be elected annually by the Board of Directors at their first meeting after the annual election of Directors, and shall continue in office until their successors are duly elected.

SEC. 4.

The Board of Directors created under Section 2 of this Article shall be competent to exercise all the powers vested in it by law, and shall be elected annually at the annual meeting of the members which shall be held on the second Tuesday of January, and the members in attendance shall constitute a quorum. The election shall be held at the Home Office of the Company between such hours as the Board of Directors at their December meeting preceding may designate. Members may vote in person, by proxy, or attorney. Each member shall be entitled to one vote.

SEC. 5. Stated meetings of the Directors shall be held at the office of the Company on the first Tuesday of each month, and special meetings may be called at any time by the President, by giving the Directors notice in writing.

SEC. 6. The Executive Committee shall consist of the President, Vice-President, and one member of the board, who shall be elected annually at the first meeting of the Directors after the annual election, and shall supervise the business, fix the salaries or compensation of clerks, and shall report to the Directors for their approval at regular and special meetings.

SEC. 7. The Finance Committee shall consist of five members of the Board, whose duty it shall be to direct the investment of the funds of the Company, and report to the Board of Directors for its approval.

ARTICLE III.

SECTION I. The President shall preside at all meetings of the Company and Board of Directors, appoint all committees not otherwise provided for, judges of elections, shall be the chief executive of the Company, do such things as may promote its interest and welfare, and perform such duties as usually pertain to this office.

SEC. 2. The Vice-Presidents shall perform such duties as may be assigned to them by the President, or by the Board of Directors, and in case of the absence or disability of the President, they shall perform his duties in the order of their election.

SEC. 3. The Secretary shall keep the minutes of the Board of Directors and of the Company, countersign mortuary checks, aid and assist the President and the Executive Committee, and perform such duties as usually pertain to this office.

The Assistant Secretary shall discharge the Secretary's duties in his absence, and shall perform such other duties as may be assigned to him by the President or Secretary.

SEC. 4. The Treasurer shall cause a full and complete record to be kept of the financial transactions of the Company, showing receipts, disbursements, investments, and of policies issued by the Company. He shall, in such form as may be required, make a statement to the Board of Directors at every stated monthly meeting of the business transacted the preceding month. He shall receive all moneys payable to the Company, and deposit in such bank or banks, and invest in such securities as the Finance Committee may from time to time direct. He shall be the custodian of all securities or investments of the Company, shall sign all checks, and shall execute such bonds, or give such security as the Board of Directors may from time to time approve.

The Assistant Treasurer shall discharge the Treasurer's duties in his absence, and shall perform such other duties as may be assigned to him by the President or Treasurer.

SEC. 5. Assistants to the Treasurer, Cashiers, Collectors or other persons having the handling of funds, shall execute such bonds as the Company may from time to time require.

SEC. 6. The Actuary, who may have one or more assistants, shall have charge and direction of the actuarial work of the Company, and shall perform such other duties as may be assigned him by the President or Board of Directors. It shall be his special duty to determine or cause to be determined, the amount chargeable under each form of policy, according to age and interest of the insured, for indemnity furnished, or to be furnished, policy values under terms and conditions of same, equities of and charges against the insured in case of surrender of policy, and his findings after they shall have been approved by the President, shall be conclusive and binding upon the individual members or policyholders, and upon the Company. It shall be the further duty of the Actuary to charge the contingent fund created, as provided in policies issued on the natural rate or Indemnity Reserve Plan, with an amount sufficient to cover the expected mortality for a period of four months, according to the Actuaries' or Combined Experience Table of Mortality, so that the periodical payments made under said policies shall hereafter be deemed to be made in advance.

SEC. 7. It shall be the duty of the Medical Directors to pass upon all applicants for membership and re-instatement, and perform such other duties as may be required.

ARTICLE IV.

Vacancies by death, resignation or otherwise shall be filled by the Board of Directors.

ARTICLE V.

Every person desiring to become a member of the Company shall make application according to the form required, and shall submit to such physical examination as the Company may approve.