IV.

Contracts, Policies, Deeds and all documents required by law to be executed by or on behalf of this Company shall be signed by the President or the Vice-President and attested by the Secretary or one other officer of the Company.

V.

The Annual Meeting of the Stockholders shall be held on the last Monday of January in each year, and immediately after the adjournment of the Stockholders' Annual Meeting the Annual Meeting of the Board of Directors shall be held. These shall be the only regular meetings of either stockholders or Directors. All other meetings of either stockholders or Directors shall be special meetings.

Special meetings of either stockholders or Directors may be called by the President or Vice-President upon written notice deposited postpaid in the postoffice at Chicago to the address of each stockholder or Director, or in lieu thereof, by verbal or written notice given to such stockholder or Director; or, such meetings may be called by a majority of the Directors or stockholders upon like notice. Three days' notice shall be given of special stockholders meetings, and one day's notice shall be given of special meetings of Directors.

Special meetings of either stockholders or Directors may also be held when all of the stockholders or Directors are either present or consent to the holding of such meetings; any act or thing done at a meeting. held without notice or knowledge as herein required may be approved by any absent stockholder or Director by his written assent thereto subsequently obtained.

All meetings of either stockholders or Directors shall be held at the Home Office of the Company in Chicago, Illinois.

VI.

The duties devolving upon the Board of Directors

may be performed by any committee of the Board selected by resolution indicating the duty to be performed by such committee.

There shall be a Finance Committee composed of five members selected and the Chairman designated from time to time by the Board of Directors, and by whose direction the funds of this Company shall be invested.

VII.

The following is an impression of the Seal hereby adopted by this Company:

VIII.

(Impression of Seal.)

These By-Laws may be amended, altered or repealed or suspended by a majority vote of either the stockholders or Directors at any regular or special meeting of either stockholders or Directors.

CHARTER AND BY-LAWS OF THE NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY OF BOSTON, MASS.

SECTION 1. Be it enacted by the Senate and House of Representatives in general court assembled, and by the authority of the same, That Ebenezer T. Andrews, George Bond, Willard Phillips, Charles P. Curtis and Samuel H. Walley, Jr., and the persons who may be insured under this act, and their associates, successors and assigns, be and they hereby are constituted a corporation by the name of the "New England Mutual Life Insurance Company," for the purpose or making insurance upon lives, with all the powers and privileges and subject to all the duties contained in an act passed in eighteen hundred and thirty-three, chapter eighty-three.

SEC. 2. There shall be an original guarantee capital stock subscribed to the said corporation, which shall be one hundred thousand dollars, to be divided into shares by the corporation, half of which shall be paid in, in cash, before the said corporation shall go into operation for the purpose of making insurance; the other half of said stock may be called for by the directors from time to time, when they deem it necessary or expedient, and shall be paid in by the holders of the stock, which shall always stand pledged to the corporation for all such assessments so called for.

SEC. 3. At the first meeting of the corporation a number of directors, not less than eight, shall be chosen by the subscribers to the said guaranty stock, who shall hold their offices for one year, and until others are chosen in their stead; at all subsequent elections of directors the

number shall be such as may be provided for by a previous vote of the directors or by-law of the corporation, and in case of no provision on this subject the number shall be same as at the first election, one-half of whom shall be elected by the stockholders and the other half by the assured voting in separate bodies; the directors shall all be either stockholders or assured, and on ceasing to be such shall cease to hold said office. The directors may choose a president from their own number or from the stockholders or the assured, in which case he shall be a director ex-officio. They shall also choose a secretary, who shall be under oath, and they shall appoint all such officers and servants to transact the business of the corporation as they see fit. Each share of the guaranty capital stock shall entitle the holder to one vote, and each assured shall be entitled to one vote in the election of directors. In case of vacancies in the board of directors, so as to reduce the number to less than six, meetings of the corporation shall be held, and the vacancies shall be filled, so as to make the board consist of a greater number than six.

SEC. 4. Except the election of directors, and except the vote of the assured provided for in the sixth section, the whole business and affairs of the corporation shall be under the control and management of the directors.

SEC. 5. Whenever the net surplus receipts of the corporation over their losses and expenses and after providing for risks shall be sufficient for the purpose, the stockholders shall be entitled to an annual dividend of seven per centum, or to such less dividend as may be agreed upon at the time of subscribing the stock; and in the case of such dividend not being made in any one year it shall be made good at a subsequent period when the net resources of the company shall be sufficient for paying the

same.

SEC. 6. After providing for risks, losses, incidental expenses and dividends, as aforesaid, the directors shall set apart one-quarter of the estimated surplus funds and receipts as a reserved fund to be applied to the redemp

tion of the guaranty stock, and whenever after the expiration of ten years from the time of organizing the company the amount of such reserved fund shall be sufficient for the purpose, and the assured shall vote to redeem the said guaranty stock, the same shall be redeemed.

SEC. 7. Upon the redemption and extinguishment of the guaranty stock, under the provision in section 6, the directors shall be chosen by the assured.

SEC. 8. At the expiration of every period of five years from the time of the organization of the company the remaining three-quarters of the estimated surplus funds and receipts shall be reimbursed to and among the assured, in manner following, namely: to the holders of policies for entire lives, each of which is insured at a uniform annual premium for the whole life, in the proportion of the whole amount of premium paid during the preceding five years, and in a corresponding and equivalent proportion upon policies made otherwise than at such uniform rate of premium; that is to say, the reimbursement shall be made in the same proportion as if each policy subsisting at the end of each five years had been made at its commencement for an entire life at a uniform annual premium; provided, however, that the reimbursement to the holder of any policy shall not be estimated upon a greater amount than shall have been actually paid in on such policy; provided further, that in consideration of any existing policies having at the expiration of any such period of five years contributed directly or indirectly to the fund for the redemption of the guaranty stock, a provision may be made allowing a greater proportion of reimbursement on such policies and preferring those of an older date before those of a more recent date, so that each policy shall, so far as may be, consistently with the circumstances of the company, be reimbursed for the amount contributed as aforesaid to the redemption of the guaranty stock.

SEC. 9. The said corporation shall on the third Monday of January of every year pay over to the trustees of the Massachusetts General Hospital one-third of the net