First Previous (INSURANCE (AMENDMENT) ACT, 1938)

31 1938

INSURANCE (AMENDMENT) ACT, 1938

SCEIDEAL.

SCHEDULE.

An Có-aontú.

The Agreement.

THIS AGREEMENT made the 13th day of September, 1938, BETWEEN The City of Dublin Assurance Company Limited, having its Registered Office at 4 Upper O'Connell Street in the City of Dublin (hereinafter called “The City of Dublin Company”) of the first part; Irish Life and General Assurance Company, Limited, having its Registered Office at 69 Mountjoy Square in the City of Dublin (hereinafter called “The Irish Life Company”) of the second part; Irish National Assurance Company, Limited, having its Registered Office at 30 College Green in the City of Dublin (hereinafter called “The Irish National Company”) of the third part; and Comhlucht Urrudhais Mumhan agus Laigheann, Teoranta (Munster and Leinster Assurance Company Limited), having its registered Office at Hammam Buildings, Upper O'Connell Street in the City of Dublin (hereinafter called “The Munster and Leinster Company”) of the fourth part:

WHEREAS—

(a) (i) The City of Dublin Company was incorporated under the Companies Acts, 1908 to 1917, on the 28th day of May, 1925, with a nominal capital of £50,000, divided into 50,000 shares of £1 each, and has issued 17,165 shares of £1 each (fully paid up);

(ii) The City of Dublin Company carries on Industrial Assurance business and Life Assurance business;

(iii) The City of Dublin Company holds or controls all the paid-up share capital of the Northern Counties Life and General Assurance Company, Limited, which has a nominal capital of £30,000, divided into 60,000 shares of 10s. each, the whole of which has been issued fully paid up and which is registered in and carries on Industrial Assurance and Life Assurance business in Northern Ireland;

(iv) the Directors of the City of Dublin Company are: Messrs. Patrick Thomas Montford (Chairman); Bernard John Maguire, T.D.; Michael Joseph Kennedy, T.D.; Henry Montfort Hughes, Percy Morrow, Charles Stewart Barry, Charles Walter Guest (Managing Director);

(b) (i) The Irish Life Company was incorporated under the Companies Acts, 1908 to 1917, on the 25th day of August, 1923, with a nominal capital of £25,000, divided into 2,000 6 per cent. Preference Shares of £5 each and 150 Ordinary Shares of £100 each, of which capital it has issued 1,000 of the Preference Shares of £5 each (fully paid up) and the 150 Ordinary Shares of £100 each (£50 paid up);

(ii) The Irish Life Company transacts Industrial Assurance business and Life Assurance business, and formerly transacted Plate Glass, Burglary, and Guarantee and Public Liability Insurance business; and also Personal Accident Insurance business, and Mechanically-propelled Vehicle Insurance business, and there are liabilities still outstanding in respect of such classes of business as aforesaid which were formerly transacted;

(iii) the Directors of The Irish Life Company are: Messrs. John Dillon Nugent (Chairman); Henry John Moloney, James Joseph Bergin, James Anthony Nugent (Managing Director), James Mathew Dillon, and Peter Nugent;

(c) (i) The Irish National Company was incorporated under the Companies Acts, 1908 to 1917, on the 12th day of May, 1919, with a nominal capital of £100,000, divided into 100,000 shares of £1 each, of which 45,692 £1 shares have been fully paid up, less £11 5s. 0d. calls unpaid;

(ii) The Irish National Company transacts Industrial Ansurance business, Life Assurance business, Fire Insurance business, Mechanically-propelled Vehicle Insurance business, Public Liability Insurance business, Engineering Insurance business, Glass Insurance business, Guarantee Insurance business, Burglary Insurance business and General Accident business;

(iii) the Directors of The Irish National Company are: Messrs. Padraic O'Maille (Chairman); James Aloysius Burke (Vice-Chairman); Patrick O'Dwyer, James Charles O'Carroll, Dominick Bridgman and Mrs. Sheila Ryan;

(d) (i) The Munster and Leinster Company was incorporated under the Companies Acts, 1908 to 1924, on the 16th day of November, 1929, with a nominal capital of £50,000, divided into 3,000 6 per cent. Preference Shares of £5 each and 35,000 Ordinary Shares of £1 each (fully paid up) and 4,274 Ordinary Shares of £1 each (10/-paid up);

(ii) The Munster and Leinster Company carries on Industrial Assurance business and Life Assurance business;

(iii) the Directors of The Munster and Leinster Company are: Messrs. Laurence O'Neill (Chairman); Dr. Vincent Joseph White, James Fitzgerald (Secretary), Joseph Branagan, Joseph Francis Kenny, Patrick Fitzgerald (Divisional Manager), Frank Flynn (Agency Manager), and Tomas Macgerailt (Managing Director);

(e) consequent upon the passing of the Insurance Act, 1936 , (No. 45 of 1936) (hereinafter called the Act), discussions and negotiations have taken place between the Companies parties hereto and the Minister for Finance and the Minister for Industry and Commerce with a view to evolving a scheme of amalgamation of the Life Assurance business and Industrial Assurance business of the Companies parties hereto (hereinafter referred to as the Participating Companies);

(f) as a result of such discussions and negotiations it has been agreed that the Industrial Assurance business and Life Assurance business of the Participating Companies shall be amalgamated upon the terms and in the manner hereinafter more particularly mentioned, subject to the enactment by the Oireachtas on or before the 31st day of December, 1938, of an Act (hereinafter called “the Amending Act”) authorising and confirming or otherwise validating these presents and providing (inter alia) for the several matters hereinafter specified;

(g) it has been agreed that the nominal value of the shares in the Terminating Company hereinafter referred to should be fixed at 2/- each so as to obviate the appearance of intangible assets in the balance sheet of the Terminating Company, it being understood and agreed that such nominal value is not intended to express the true value of the goodwills of the Participating Companies, but is merely a token unit;

(h) a draft of these presents has been submitted prior to the execution thereof to the Minister for Finance and to the Minister for Industry and Commerce respectively, and has been approved by the said Ministers, subject to the amending Act, as complying with the desire of the State to protect the interests of Irish policy-holders;

(i) in this agreement the expressions “Industrial Assurance business,” “Life Assurance business,” “Sinking Fund or Capital Redemption business,” “Policy,” “Foreign Company,” “the Act of 1908,” “the Act of 1909,” “Assurance Company,” respectively, shall have the same meanings as in the Act; the expression “Irish Company” shall mean an Assurance Company registered in Ireland under the Companies Acts, 1908 to 1924.

NOW, IT IS HEREBY AGREED AND DECLARED as follows:—

1. A public Limited Liability Company, to be known as “The Industrial and Life Assurance Amalgamation Company Limited” (hereinafter referred to as “The Terminating Company”), shall forthwith be promoted by the Participating Companies and be incorporated and registered pursuant to the provisions of the Companies Acts, 1908 to 1924, for the purpose (inter alia) of taking over and carrying on under the provisions of (inter alia) the Act the Life, Assurance business and/or the Industrial Assurance business of the Participating Companies and of such other Company or Companies as the Terminating Company may decide, until such business so taken over by the Terminating Company shall terminate by maturity, lapse or otherwise, of all Policies or by transfer of such Policies as shall not have matured or lapsed to the Permanent Company hereinafter mentioned.

2. The Memorandum and Articles of Association of the Terminating Company shall be subject to the approval of the Minister for Industry and Commerce after consultation with the Minister for Finance, and shall not be altered save with the like approval.

3. The Memorandum of Association of the Terminating Company shall, inter alia, provide:—

(a) that the Registered Office of the Terminating Company shall be situate in Ireland in the County Borough of Dublin;

(b) that the principal objects of the Terminating Company shall include—

(i) the acquisition of the Life Assurance business and/or Industrial Assurance business of the Participating Companies;

(ii) the acquisition of the Life Assurance business and/or Industrial Assurance business in Ireland of any other Assurance Company;

(iii) the acquisition of all or any of the assets of the said Companies and the taking over of all or any of the liabilities of the said Companies;

(iv) the reorganisation in such lawful manner as the Terminating Company may deem expedient of any of such businesses acquired;

(v) the carrying on of Life Assurance business and Industrial Assurance business, and Sinking Fund or Capital Redemption business, but not the carrying on of any other class of Assurance business;

(vi) the promotion of the Permanent Company;

(c) that the liability of the members of the Terminating Company shall be limited;

(d) that the amount of the Share Capital of the Company shall be £200,010, divided into 2,000,100 Ordinary Shares of 2/- each.

4. The Articles of Association of the Terminating Company shall, inter alia, provide that:—

(i) the number of Directors of the Terminating Company (including the Chairman) shall be not less than two or more than nine, and the majority of the Directors shall be citizens of Ireland;

(ii) the Directors shall be appointed from time to time as occasion requires in writing by the Minister for Industry and Commerce;

(iii) from amongst the Directors the Minister for Industry and Commerce shall from time to time as occasion requires appoint one to be the Chairman;

(iv) there shall be no share qualification for Directors;

(v) the remuneration of the Directors shall be as determined from time to time in writing by the Minister for Industry and Commerce;

(vi) the Managing Director of the Company shall be such one of the Directors as the Minister for Industry and Commerce may appoint, and shall hold the office of Managing Director subject to such conditions and with such powers as the Minister for Industry and Commerce may direct;

(vii) the powers of the Terminating Company to raise money by means of debentures or debenture stock shall not be exercisable without the consent of the Minister for Industry and Commerce;

(viii) the nominal Share Capital of the Terminating Company shall be £200,010 divided into 2,000,000 “A” Ordinary Shares of 2/- each and 100 “B” Ordinary Shares of 2/- each. The “B” shares shall carry the sole voting rights, and the holders of “A” shares shall not be entitled to receive notice of, or be present or vote at, any general meeting of the Terminating Company, but shall be entitled to receive copies of the yearly Revenue Accounts, Profit and Loss Accounts and Balance Sheets;

(ix) the “A” shares and the “B” shares shall, save as provided in the next preceding Clause, rank pari passu in all respects;

(x) the Directors of the Terminating Company shall at triennial or such shorter intervals as the Directors may decide make a valuation of the Terminating Company's Life Assurance business and Industrial Assurance business in accordance with the requirements of the Insurance Acts, 1909 and 1936, and of any Acts amending the same, and, after creating such reserves (if any) as they consider proper, declare the surplus available for distribution. Out of this surplus the Directors may pay to the Shareholders in each year a dividend at such rate, not exceeding twopence per share per annum, together with such cash payment (if any) per share by way of bonus as the Directors may decide. When the sums so paid to the shareholders by way of dividends and bonuses shall have amounted in the aggregate to the combined one year's premium incomes (to be ascertained as hereinafter provided) of the Participating Companies and of other Companies whose business shall have been acquired by the Terminating Company, the Directors may then allot by way of bonus to such policies as the Directors may determine and in such manner as the Directors may deem proper (with power to the Directors to grant different participations to different policies) such proportion, not exceeding seventy-five per cent. of the amount of the declared surplus available for distribution, which the Directors shall think fit to distribute at any one distribution. Provided that any shareholder or shareholders holding not less than five percent. of the shares, on giving notice within four weeks of the publication of the Terminating Company's valuation statement, may present at his own expense a report by an independent actuary to the Minister for Industry and Commerce where such shareholder is of the opinion that the basis of distribution is not justified by the conditions, and the Minister after considering the report may at his discretion instruct the Terminating Company to amend the basis of distribution of surplus, and the Company shall thereupon so amend the same;

(xi) a person shall not be appointed Auditor of the Terminating Company unless the approval of the Minister for Industry and Commerce has first been obtained to the appointment of such person to such office;

(xii) the share capital of the Terminating Company may be increased by the creation of new “A” shares with the consent of the Minister for Industry and Commerce after consultation with the Minister for Finance.

5. A further Public Limited Liability Company to be known as “The Irish Assurance Company, Limited” (herein referred to as “The Permanent Company”) shall so soon as is reasonably possible be promoted by the Terminating Company and be incorporated and registered pursuant to the provisions of the Companies Acts, 1908 to 1924, for the purpose of carrying on Life Assurance business and Industrial Assurance business and Sinking Fund or Capital Redemption business.

6. The Memorandum and Articles of Association of the Permanent Company shall be subject to the approval of the Minister for Industry and Commerce after consultation with the Minister for Finance.

7. The Memorandum of Association of the Permanent Company shall, inter alia, provide:—

(a) that the Registered Office of the Permanent Company shall be situate in Ireland in the County Borough of Dublin;

(b) that the principal objects of the Permanent Company shall include:

(i) the carrying on of Life Assurance business and/or Industrial Assurance business and/or Sinking Fund or Capital Redemption business (including any business ancillary thereto), but not the carrying on of any other class of Assurance business;

(ii) the undertaking, under contracts with the Terminating Company and other Assurance Companies, of the servicing of the Life Assurance and Industrial Assurance and Sinking Fund or Capital Redemption contracts of such companies;

(iii) the acquisition from the Terminating Company of the Life Assurance business and Industrial Assurance business and Sinking Fund or Capital Redemption business and goodwills of the Terminating Company and/or of the Participating Companies and of any other Assurance Company whose business shall have been acquired by the Terminating Company;

(iv) the acquisition, after the winding up of the Terminating Company, of the Life Assurance business and the Industrial Assurance business and Sinking Fund or Capital Redemption business of any other Assurance Company.

(c) that the liability of the members of the Permanent Company shall be limited;

(d) that the amount of the Share Capital of the Permanent Company shall be £200,000, divided into 200,000 Ordinary Shares of £1 each, with power to increase such share capital.

8. The Articles of Association of the Permanent Company shall, inter alia, provide that:—

(i) until otherwise determined by the Permanent Company in general meeting, the number of Directors (including the Chairman) shall be not less than two or more than nine, and the majority of the Directors shall be citizens of Ireland;

(ii) the first Directors shall be appointed in writing by the Minister for Industry and Commerce;

(iii) the remuneration of the first Directors shall be determined in writing by the Minister for Industry and Commerce;

(iv) the remuneration of Directors other than the first Directors shall be such as may be determined from time to time by the Permanent Company in general meeting;

(v) a Director need hold no qualification share so long as the majority of the shares of the Permanent Company are held by the Terminating Company or the liquidator of the Terminating Company. Thereafter the qualification of a Director shall be the holding of shares in the capital of the Permanent Company of the nominal value of £500.

(vi) from amongst the Directors nominated by him to be the first Directors the Minister for Industry and Commerce shall nominate one to be the Chairman;

(vii) the first Managing Director of the Permanent Company shall be such one of the Directors as the Minister for Industry and Commerce may appoint, and shall hold the office of Managing Director on such terms, and subject to such conditions and with such powers, as the Minister for Industry and Commerce may direct. Should a Managing Director cease to hold office within six years from the date of incorporation of the Permanent Company, the Minister shall have the like power during the said term of six years of appointing his successor or successors;

(viii) subject to the provisions in sub-paragraph (vii) hereof, the Directors shall from time to time appoint one or more of their body to be a Managing Director or Joint Managing Directors of the Permanent Company either for a fixed term or without any limitation as to the period for which he or they is or are to hold such office, and may from time to time remove or dismiss him or them from office and appoint another or others in his or their place or places, and the salary or remuneration of any Managing Director or Joint Managing Director (other than a Managing Director appointed pursuant to sub-clause (vii) hereof) shall be such as the Directors may from time to time determine;

(ix) so long as the Minister for Finance holds any “B” shares in the Terminating Company, a person shall not be appointed Auditor of the Company unless the approval of the Minister for Industry and Commerce has first been obtained to the appointment of such person to such office;

(x) the voting rights attached to the shares in the Permanent Company shall be declared to be that each issued share shall entitle the holder thereof (being the beneficial owner thereof) and being either (a) the Terminating Company, or (b) a citizen of Ireland, or (c) a “qualified holding body corporate” within the meaning of that expression as defined by Section 9, sub-section 1, paragraph (f) of the Control of Manufactures Acts, 1934, to one vote, but otherwise to no voting right except on a Resolution—

(a) to wind up;

(b) to transfer its business or a part thereof to another Company, or

(c) to modify or vary the rights attaching to some or all the shares;

(xi) subject to sub-clause (x) hereof all the issued shares of the Permanent Company shall have equal rights and shall rank pari passu in all respects.

9. The first Directors of the Terminating Company and of the Permanent Company respectively shall be nominated by the Minister for Industry and Commerce after discussion with the Participating Companies.

10. As soon as may be after the incorporation of the Permanent Company, the Terminating Company shall transfer to the Permanent Company the goodwill (if any) of the Participating Companies and of any other Companies the business of which shall have been taken over or acquired by the Terminating Company in all future business of the classes transferred upon such terms as may be agreed in consideration of the Permanent Company agreeing to service the business of the Terminating Company on its behalf on such terms as may from time to time be agreed between the Terminating Company and the Permanent Company. The Terminating Company shall be at liberty to transact new business obtained by it prior to such transfer as aforesaid to the Permanent Company of the goodwills of the Participating Companies. After the date of such transfer the Terminating Company shall not transact any new business, but shall strictly confine itself to working off the existing business taken over by it from the Participating Companies or from other Assurance Companies, including, however, such new business as aforesaid. When the business transferred to the Terminating Company has been completed by payment or satisfaction of all policies, or earlier at the discretion of the Board of the Terminating Company and with the consent of the Minister for Finance by transfer of the business of the Terminating Company to the Permanent Company (for which transfer no order of the Court shall be requisite), the Terminating Company shall be wound up and liquidated, and its assets (if any) available for distribution shall be divided amongst the shareholders in accordance with its Articles of Association.

11. The Terminating Company shall subscribe for in its own name or in the name of its nominees all the original authorised capital of the Permanent Company. The Terminating Company shall continue to hold until its liquidation not less than seventy-six per cent. of the issued shares for the time being of the Permanent Company. On the winding up of the Terminating Company the shares held by the Terminating Company in the Permanent Company shall be distributed amongst the shareholders of the Terminating Company as nearly as may be in proportion to their shareholdings therein.

12. As from the date of these presents until the appointed day to be named by the Minister for Industry and Commerce pursuant to the powers to be vested in him in that behalf by the Amending Act (which day is herein referred to as the Transfer Date) each Participating Company shall conduct its Life Assurance business and Industrial Assurance business under the direction of and as the trustee of and agent for the Terminating Company. Each Participating Company shall for this purpose if so required by the Terminating Company, procure that one or more nominees of the Terminating Company be placed upon its Board of Directors. A nominee or nominees of the Terminating Company may attend all meetings of the Board of Directors of each Participating Company.

13. (a) The Amending Act shall transfer to and vest in the Terminating Company as on the transfer date the Life Assurance business and Industrial Assurance business of each Participating Company respectively. The assets as hereinafter defined of each Participating Company may be vested in the Terminating Company by a Vesting Order or Vesting Orders to be made by the Minister for Industry and Commerce pursuant to the provisions of the Amending Act. Where necessary, each Participating Company shall execute and complete all deeds, acts and things required by the Terminating Company by way of further fuller or better assurance to the Terminating Company of all or any such assets.

(b) The assets of each Participating Company to be vested in or transferred to the Terminating Company shall, subject to the provisions of Clause 19 (i) (a) and Clause 20 hereof, be the entire assets thereof as at the transfer date, except (1) uncalled capital, (2) the goodwill of any branch or branches of business other than Life Assurance and Industrial Assurance, and (3) assets allocated to such other branch or branches pursuant to Clause 19 (i) (b) (2) hereof. The Terminating Company shall, upon the vesting as aforesaid having been effected, discharge the indebtedness as hereinafter defined of each Participating Company whose assets are so vested in the Terminating Company as aforesaid.

14. Each Participating Company shall accept in consideration of, and as a full discharge for, such transfer:—

(i) the acceptance by the Terminating Company of, and full indemnity by the Terminating Company against, all obligations present and future of each Participating Company respectively in respect of its business so transferred;

(ii) its proportion of fully paid “A” shares in the Terminating Company assessed upon the basis hereinafter set forth;

(iii) such provision for its Directors and Executive Officers and staff as is hereinafter provided.

15. Each Participating Company respectively shall be entitled to be allotted fully-paid a number of shares in the Terminating Company equal to the number produced by the following formula (hereinafter called the formula):—

£

£

“net assets” of the Participating Company£

__________________________________

“   liability   ” of the Particiating Company

×

“goodwill” of the Participaring Company.

[that is to say, multiply £(pounds) net assets by £(pounds) goodwill and divide the result by £(pounds) liability]. For the purpose of ascertaining the said number of shares in the case of each Participating Company respectively, a provisional valuation shall be made as at the 31st December, 1937, in manner hereinafter provided, and such provisional valuation shall subsequently be revised and corrected and adjusted as at the transfer date in manner hereinafter provided.

16. The “goodwill” of each Participating Company respectively shall for the purpose of the formula be the annual premium income on the transfer date of the Industrial Assurance business (excluding Pure Endowments, Children's Endowments, and Recurring Cash Bonus business) together with 15 (fifteen) per cent. of the annual premium income on the transfer date of all such Pure Endowments, Children's Endowments, and Recurring Cash Bonus business, and also 15 (fifteen) per cent. of the annual premium income of the Life Assurance business, but excluding all Industrial Assurance business entering within two years prior to the transfer date. The value of the goodwill so ascertained in the case of each Participating Company respectively is hereinafter called “the goodwill value.

17. The “liability” of each Participating Company respectively shall for the purpose of the formula be (1) the liability of such Company on the transfer date to the policy-holders of such Company, which liability is hereinafter referred to as the “Insurance Liability,” together with (2) such sum as shall be required to provide cash compensation as hereinafter provided for the Directors, executives and staffs of such Company and deferred gratuities to staff as hereinafter provided, and (3) such sum as shall be required to acquire outstanding book interests as hereinafter provided, and (4) such sum as shall be required to defray such Company's proportionate part of the “costs of the Participating Companies” as hereinafter defined.

18. In ascertaining the insurance liability of each Participating Company respectively the following provisions shall apply, that is to say:—

(i) the mortality for the insurance liability for Industrial Assurance business shall be taken according to the English Life No. 8 Males Table, and the mortality for the insurance liability for Life Assurance business shall be taken according to the OM Table. The interest rate to be used shall be 3½ per cent. both for Industrial Assurance business and for Life Assurance business;

(ii) in the Industrial Assurance Branch the premium to be used in ascertaining the insurance liability for Whole Life Assurance shall be the net premium for an age two years older than the age next birthday at entry. For Pure Endowments and Endowment Assurance Policies the age shall be increased and the term diminished by not more than one-tenth of the original term with a maximum of one year. Children's Endowment Policies shall be assumed to mature at the contract maturity age less the age next birthday at entry, which age shall be assumed to be attained at the end of the year of entry. For Recurring Cash Bonus policies the premium shall be split into the corresponding premiums for the Whole Life benefit and for the recurring Pure Endowment benefit. The net premium for the Whole Life benefit shall be the same as for Whole Life Assurance, and the net premium for the recurring Pure Endowment shall be the full net premium excluding the first year. For Whole Life Assurances the maximum premium to be valued shall be 7 of the gross premium for weekly business and 75 of the gross premium for monthly business. In the case of Endowment Assurances the maximum premium to be valued shall be 8 of the gross premium, and in the case of Pure Endowments and Children's Endowments the maximum premium to be valued shall be 85 of the gross premium. In the case of every Policy the insurance liability shall be not less than the amount required to provide a free paid-up Policy calculated in accordance with the rules contained in the Third Schedule of the Act;

(iii) policies in the Life Assurance Branch shall be valued in the same way as Industrial Branch Policies, but with-profit policies shall be converted into non-profit policies as at the transfer date by assuming that the premium in excess of a scale of non-profit premiums, to be fixed by the Independent Actuary with the approval of the Minister for Industry and Commerce, shall be treated as the gross premium to purchase an additional sum assured at the valuation age according to such scale. The maximum premium to be valued in the Ordinary Branch shall be 9 of the non-profit gross premium. In both branches negative values shall be eliminated;

(iv) where a Participating Company transacts branches of business not taken over, the assets apportioned to such non-transferred branches shall be retained by the Participating Company;

(v) outstanding premiums in the Industrial Assurance Branch shall be taken at 2½ times the weekly debits or the monthly equivalent less 25 (twenty-five) per cent. for expenses, and in the Life Assurance Branch the true out standing premiums to be taken less 20 (twenty) per cent. on with-profit policies and 10 (ten) per cent. on non-profit policies.

19. (i) For the purpose of the formula, the “net assets” of each Participating Company shall mean:

(a) in the event of the Participating Company concerned being in a position forthwith to pay and discharge its entire indebtedness as hereinafter defined and also to pay to the Terminating Company a sum equal to the liability as herein defined in this agreement—such last-mentioned sum;

Provided always that such sum may be paid partly in cash and partly in assets of the Participating Company acceptable to the Terminating Company and ascertained and valued on the basis hereinafter declared;

(b) where the Participating Company concerned is unable to comply with the Conditions of sub-clause (a) hereof, then the entire of the assets of such Participating Company (not including its uncalled capital) less by

(1) the indebtedness as hereinafter defined, and

(2) such assets, including statutory deposits, as are identifiable as solely appertaining to an Assurance fund of such Participating Company in a Branch of business other than Life Assurance business or Industrial Assurance business. The identification of the assets for the purpose of this sub-clause shall be made out by the respective auditors of the Terminating Company and of the Participating Company concerned, acting jointly, with an appeal, in the event of dispute, to the Independent Actuary hereinafter referred to whose decision shall be final on the point.

Provided always that where a Participating Company has in the past carried on a class of business other than Life Assurance business or Industrial Assurance business, but had discontinued the same prior to the Transfer date, then the statutory deposit of such discontinued class of business shall be treated as being an asset to be transferred pursuant to Clause 13 (b) hereof, but there shall be included in the indebtedness of such Company as hereinafter defined provision for any liability to holders of or claimants under policies in such class of business, or otherwise arising thereout.

(ii) for the purpose of this agreement the “indebtedness” shall, subject to the proviso to Clause 19 (i) (b) hereof, mean such amount as may be required to satisfy all the creditors of the Participating Company concerned (other than Policy-holders, Directors, Executives, staff, and claimants under any policy). The indebtedness shall be ascertained in the like manner as in a Winding Up pursuant to the Companies (Consolidation) Act, 1908. On the transfer date, all debts (including all contingent liabilities and liabilities in tort) other than (a) liability on foot of policies, and (b) liabilities to directors, executives and staff, of each Participating Company, shall be deemed to accrue, and shall be dealt with in the like manner as if such Company were in liquidation. No claim against a Participating Company shall be regarded as valid until certified by the auditor of the Terminating Company.

(iii) all assets shall be certified by the auditor of the Terminating Company;

(iv) all book interests outstanding at the transfer date shall be acquired and compensated as hereinafter provided, and the compensation amount shall be added to the liability of the Participating Company concerned.

20. The value of the assets transferred shall be ascertained as between a willing buyer and a willing seller, and on the following basis:—

(1) Middle market price of all Stock Exchange securities as at the transfer date or, in the event of there being no quotation as of the said date, then at the middle market price of the day of last previous quotation within a period of one month before the transfer date. Should there have been no quotation within such period, or should either the Participating Company or the Terminating Company consider the quotation unfair or unreasonable, then such Stock Exchange securities shall be valued on the like basis as “shares not quoted on the Stock Exchange.” Should conditions prevail on the transfer date such as to make the quotation on that date unfair, then the quotation on such other date as shall represent the just value shall be substituted. Any difference of opinion under this clause shall be referred to arbitration as herein-after provided.

(2) Freehold and leasehold properties and mortgages and also all furniture and fittings shall be valued by an Independent Valuer to be approved of by the Minister for Industry and Commerce.

(3) Shares not quoted on the Stock Exchange shall be valued by agreement between the Auditor of the Participating Company and the Auditor of the Terminating Company, and, in the event of disagreement between them, then by an Independent Auditor to be nominated by the Minister for Industry and Commerce.

(4) Loans together with all securities held therefor shall be valued by the Independent Actuary jointly with the Actuary of the Participating Company concerned. Should any difference arise between the said Actuaries the opinion of the Independent Actuary shall prevail.

(5) Book debts (other than loans) shall be valued by the Auditor of the Terminating Company jointly with the Auditor of the Participating Company concerned. Should any difference arise between the said Auditors it shall be referred to arbitration as hereinafter provided.

(6) All other assets shall be dealt with as at (5) above.

(7) The valuation expenses of the Participating Companies incurred under Clause 20 shall form part of “the costs of the Participating Companies” as hereinafter defined.

21. Anything to the contrary in these presents notwithstanding, the Terminating Company shall not take over from the City of Dublin Company any shares in the Northern Counties Life and General Assurance Company, Limited, and such shares shall be excluded in all respects from the provisions of these presents.

22. For the purpose of ascertaining finally the number of shares to which each Participating Company shall be entitled in the Terminating Company, within a period of three years from the transfer date an exact and final ascertainment and revision shall be made of the premium income, the insurance liability, and of the goodwill value as at the transfer date in the case of each Participating Company respectively, and of the number of shares to be allotted to each such company respectively pursuant to the formula finally ascertained. In such final ascertainment lapsed policies in the Industrial Branch which entered prior to two years before the transfer date, and lapsed policies in the Life Branch which entered prior to the transfer date, which were subsequently revived, shall be brought into account both in the calculation of the goodwill value and in the ascertainment of the insurance liability. Policies which were included in the valuation as at the transfer date as being legal, but which were subsequently found to be illegal, shall be excluded from the revised premium income. Pending such final ascertainment, only 60 per cent, of the number of shares in the Terminating Company to which each of the Participating Companies would be prima facie entitled in accordance with the formula shall be allotted. In the event of it being found on the final ascertainment that an over-allotment of shares had been made to any Participating Company, such shares over-allotted shall be transferred and divided between the other Participating Companies and the Minister for Finance pro rata, the Directors of the Terminating Company having the power to deal with fractions of shares. In the event of the deficiency hereinafter referred to being increased on such final ascertainment over the deficiency found by the provisional valuation, the payment to be made by the Minister for Finance to the Terminating Company as hereinafter provided shall be adjusted.

23. In preparing the provisional valuation, the following procedure shall be adopted:—

(1) Mr. James Bacon, F.I.Α., of Empire House, St. Martins le Grand, London, E.C.I, will be appointed by the Participating Companies to act as an Independent Actuary on the joint behalf of the Participating Companies. In the event of the said James Bacon being unable for any reason so to act or having commenced to act ceasing to do so, he shall be replaced by such other Independent Actuary as may be mutually agreed between the Participating Companies and the Minister for Industry and Commerce, and in default of such agreement, as shall be nominated by the President of the Institute of Actuaries in England.

(2) For the purpose of the valuation the data of each Participating Company both in the Industrial Assurance Branch and in the Life Assurance Branch shall be compiled from the original proposals cards. The data from the proposal cards shall be punched on a form of card approved by the Terminating Company under the direction and supervision of the Independent Actuary. The cards when punched shall be subjected to such comparison with other original records as the Independent Actuary may appoint. The cards when punched and compared as aforesaid shall be tabulated under the direction of the Independent Actuary. The costs of this work shall be paid by the Participating Companies, but shall be refunded to them by the Terminating Company on the transfer to it of such cards, which transfer shall be made with as little delay as possible.

(3) The Independent Actuary shall examine the tabulated lists, and shall satisfy himself that the results appear to be correct. In the event of the Independent Actuary being of the opinion that the results are not correct, then the proportion of shares in the Terminating Company to be allotted to each Participating Company on the completion of the provisional valuation shall be reduced by such percentage as the Independent Actuary may think appropriate. The costs of this work shall from part of “the cost of the Participating Companies.”

(4) The Independent Actuary when he has satisfied himself as aforesaid as to the tabulated lists, shall pass them to the respective actuaries of each Participating Company, who shall prepare the valuation of such Participating Company in consultation with the Independent Actuary. The Independent Actuary shall see that the valuations are prepared, in the case of each Participating Company, as nearly as may be upon a similar basis. For this purpose the Independent Actuary shall have placed at his disposal the working sheets of the Actuaries of the respective Participating Companies, and, in the event of any difference of opinion arising between the Independent Actuary and the Actuary of any Participating Company, the opinion of the Independent Actuary shall prevail. The costs of this work shall form part of the “costs of the Participating Companies.”

24. The Participating Companies shall as and from the transfer date cease wholly to transact Life Assurance business and/or Industrial Assurance business. The Directors, Executives, and Staff of each Participating Company shall be entitled to compensation or employment as of the transfer date as herein provided in lieu of all other rights.

25. Where the valuation of the net assets to be transferred by any Participating Company is less than the amount of the liability of such Company the difference hereinafter referred to as “the deficiency” shall be made good by the Minister for Finance and shall be paid by him to the Terminating Company. In each case where the Minister for Finance pays the deficiency he shall be entitled to and receive and shall be allotted “A” shares in the Terminating Company to the number ascertained according to the formula, substituting for the assets in the formula the deficiency paid by the Minister, and the liability and goodwill figures being respectively those of the Participating Company concerned. Pending the final ascertainment there shall be allotted to the Minister only 60 per cent. of the number of shares to which he would be entitled under the provisional valuation.

26. In consideration of the Minister for Finance having undertaken the liability for the deficiency, and having taken the necessary steps to render the amalgamation possible and bring it about, the Terminating Company shall allot to the Minister for Finance or his nominees all the “B” shares and such number of “A” shares of 2/- each as shall be equal to whichever be the lesser of (a) 99,900 shares, (b) five per cent, of the total issued capital of the Terminating Company. All such shares shall be allotted as fully paid up. The said Minister shall be entitled to further allotments from time to time on each transfer of an assurance business to the Terminating Company until the maximum number is reached.

27. The part time Directors, the Executives as hereinafter defined, and other staff (both indoor and outdoor) employed on the transfer date by each Participating Company, whether under agreement express or implied or otherwise, shall be treated upon the following respective terms in lieu of and substitution for all other rights whatsoever. Each Director and Executive who does not accept office in either the Terminating Company or the Permanent Company shall be deemed to have a vested right to his compensation in accordance with the scale set out hereunder as of the Transfer Date, as from which date his salary or emoluments from the Participating Company shall cease, but nothing herein contained shall preclude a Participating Company from entering into any new agreement, or arrangement with any such Director or Executive to take effect subsequent to the Transfer Date. No Director first appointed on or after the 31st October, 1936, shall be compensated.

I (a) Part-time Directors first appointed prior to the 31st October, 1936:

(i) Who do not accept office in either the Terminating or Permanent Company shall receive cash compensation as follows:—

(a) For those with service of five years or less.

3 times the annual fees.

(b) For those with more than five and less than ten years' service.

4 times the annual fees.

(c) For those with service of ten years or more.

5 times the annual fees.

(d) In the case of part-time Directors who are Chairmen.

An additional sum representing twice the annual fees.

(ii) Who accept office with either the Terminating or Permanent Company at remuneration less than their previous fees shall receive cash compensation as follows:—

(a) For those with less than three years' continuous service.

Nil.

(b) For those with service of from three to five years.

3 times amount by which the total remuneration of the new office is less than the former annual fees

(c) For those with more than five and less than ten years' service.

4 times such amount.

(d) For those with service of ten years or more

5 times such amount.

(iii) The Terminating and/or Permanent Company shall have the right in each case to decide whether office will be offered or not.

(b) Part-time Directors first appointed on or after the 31st October, 1936, shall receive no compensation.

II (a) Executives appointed prior to the 31st October, 1935, comprising whole-time Directors and Managing Directors, Managers, Secretaries and also (provided they have executive authority), Assistant Managers, Agency Managers, and persons holding analogous posts shall receive cash compensation as follows:

(i) For those who do not accept positions in the Terminating Company or Permanent Company.

5 times the annual salary, fee and emoluments.

(ii) For those who accept positions with the Terminating Company or Permanent Company at lesser salaries and emoluments than those enjoyed at the date hereof.

5 times amount by which the total remuneration of the new office is less than the former annual salary, fees and emoluments.

(iii) The Terminating Company and/or Permanent Company shall have the right in each case to decide whether a position will be offered or not.

(b) An Executive first appointed on or after the 31st October, 1935, shall have rights only as a member of the Staff.

PROVIDED ALWAYS (i) The fees, salaries and emoluments referred to under heads I and II respectively shall be the amounts received in the year 1936, but should the Terminating Company prove in arbitration that an unreasonable or unfair increase was made in the year 1936 over the year 1935 then in the case of such individual the year 1935 shall be taken. Service shall mean continuous service with the Participating Company in whose employment the Director or Executive is serving at the Transfer Date. When the Company was a Collecting Friendly Society before its incorporation as a Company, service with such society shall be reckoned. Service which ended prior to two years before the date of these presents with a Subsidiary Company of the Participating Company shall also be reckoned if such Participating Company held at the relevant date or dates not less than 75 per cent. of the issued share capital of such Subsidiary Company. Where a person holding a position was temporarily absent from such position, and during the whole of such absence was engaged in service in any of the following organisations, that is to say:—Oglaigh na hEireann (Irish Republican Army), the Irish Volunteers, the Irish Citizen Army, Fianna Eireann, the Hibernian Rifles and Cumann na mBan, during the Rising of April and May, 1916, or in any of the Military Forces serving under the authority of the First Dáil Eireann, the Second Dáil Eireann, or the Provisional Government of Ireland, or in the British Army, Navy, or Air Force, or in either of the opposing Forces during the Civil Strife in the years 1922, 1923, 1924, or was interned or imprisoned in consequence of such service, or who served as a member (including a Parliamentary Secretary) of the Government of Dáil Eireann, the Provisional Government of Ireland or the Government of Saorstát Eireann, the following provisions shall have effect for the purposes of this clause, that is to say:—

(a) such person shall be deemed during such temporary absence to have been the holder of a position and the period of such temporary absence shall be reckoned as qualifying service accordingly, and

(b) if such person resumed his position as the holder of a position not later than six months after the expiration of the period of such temporary absence no interval of time shall be deemed to have elapsed between such expiration and such resumption, and

(c) if such person resumed his position as the holder of a position within a reasonable time after the expiration of the period of such temporary absence, and the delay in such resumption was due to wounds or illness attributable to such service, internment, or imprisonment, or to no vacancy being available in such Company, no interval of time shall be deemed to have elapsed between such expiration and such resumption; where a person who was a holder of a position was temporarily absent from such position during labour disputes, such person shall for the purposes of this sub-section be deemed during such temporary absence to have been the holder of a position and the period of such temporary absence shall be reckoned as qualifying service accordingly.

(ii) Any case involving special individual hardship (including hardship arising through death) may be considered specially on its merits by the Terminating Company or Permanent Company as the case may be after consultation with the Minister for Industry and Commerce, and it shall be lawful to the Terminating Company or the Permanent Company at discretion (and after such consultation if it so thinks fit) to grant special treatment in any such case.

(c) Compensation shall in all cases be paid free of, or not subject to, Income Tax or Sur Tax.

(d) No age limit shall apply to prevent Directors or Executives being taken over by the Terminating Company or the Permanent Company.

(e) Directors and Executives who are taken over either by the Terminating Company or the Permanent Company shall on dismissal or retirement, at the request of the Terminating Company or the Permanent Company as the case may be, within 4 years from, the Transfer Date receive compensation from the Terminating Company or the Permanent Company as the case may be as follows:—

If such dismissal or retirement occur during the first year

Full compensation as above.

in the second

Three - quarters compensation as above.

third

Half compensation as above.

fourth

Quarter compensation as above.

after the fourth

Nil.

(f) Notwithstanding anything to the contrary herein contained, but subject, however, to the provisions of paragraph (h) hereof, in the case of the Munster and Leinster Company the total compensation to individuals being members of the Board of the Munster and Leinster Company, exclusive of Patrick Fitzgerald and Frank Flynn, under the foregoing heads I and II shall be limited to a total maximum sum of £9,000. Such sum of £9,000 shall be divided and applied in such manner as may be determined by the Board of the Munster and Leinster Company. Patrick Fitzgerald and Frank Flynn shall be entitled to the benefits of head II hereof.

(g) Notwithstanding anything to the contrary herein contained, but subject, however, to the provisions of paragraph (h) hereof, in the case of the City of Dublin Company, the total compensation to individuals being members of the Board of the City of Dublin Company under the foregoing heads I and II shall be limited to a total maximum sum of £10,000. Such sum of £10,000 shall be divided and applied in such manner as may be determined by the Directors of the City of Dublin Company.

(h) From the compensation as determined above, there shall be deducted in the case of any Director the net amount, having regard to the tax chargeable in respect thereof, of any sum or sums granted or paid to him by a Participating Company in any year subsequent to the year 1936 (or subsequent to the year 1935 if the Terminating Company proves in arbitration pursuant to paragraph (a) above that an unreasonable or unfair increase was made in the year 1935) by way of fees, bonus or other remuneration in excess of the rate payable to him in respect of the year 1936 (or 1935 as the case may be) whether or not the sum or sums so granted or paid was or were intended to apply retrospectively. Provided always that this sub-clause shall not apply to increased payments made bona fide by way of commission on increased turnover pursuant to a contract entered into prior to the year 1936.

III. All other Staff, both indoor and outdoor, as distinct from the Executives included above, shall be entitled to employment or compensation on the following basis:—

(i) EARNINGS. Earnings shall be deemed to be as follows:—

(a) In the case of persons employed in both the Industrial Branch and the Life Branch and in no other Branch—average weekly earnings from the Industrial Branch (including new business fees) during the 2 years ended 30th June, 1938, plus one one-hundred and fourth part of the renewal fees received from the Life Branch in the 2 years ended 30th June, 1938.

(b) In the case of persons employed in the Industrial Branch and in no other Branch—average weekly earnings (including new business fees) during the 2 years ended 30th June, 1938.

(c) In the case of persons employed in the Life Branch and in no other Branch—the renewal fees received in the 2 years ended 30th June, 1938, divided by the figure 104. Provided always that any case which appears to the Terminating Company or Permanent Company to deserve exceptional treatment may be exceptionally treated by such Company.

(d) Persons whose remuneration is partly derived from Branches other than Industrial and Life shall be entitled to compensation solely on their earnings from the Industrial and/or Life Branch as provided above.

(e) Persons who receive remuneration solely by way of fixed salary and who receive no other fees—average weekly earnings during the 2 years ended 30th June, 1938.

(ii) The length of service shall be ascertained in the like manner as provided in Head II hereof. Service shall be deemed to be continuous notwithstanding any break in employment due solely to illness or labour disputes.

(iii) Compensation rights shall be as follows:—

(1) Persons whose earnings are less than 10/- per week

Nil.

(2) Persons whose earnings are 10/-per week and upwards

One week's earnings for each 3 months' service (minimum 4 weeks' earnings)

(iv) (a) Each compensatable person whose earnings are less than 20/- per week, or whose service is less than two years, or whose age exceeds 60 years, who is not offered employment by the Permanent Company on the conditions provided in sub-Clause (vii) hereof shall be entitled to compensation in accordance with the terms set out in sub-Clause (iii) hereof. If employment is not so offered in writing by the Permanent Company at latest by the Transfer Date, then such person shall be deemed to have acquired a vested right to such compensation as at the Transfer Date.

(b) Persons holding book interests shall surrender the same, and shall be compensated therefor on the following basis and not on the basis provided in sub-Clause (iii) hereof:—

(1) Payment of an amount approved by the Independent Actuary in consultation with the Minister for Industry and Commerce, such amount to be so far as possible fixed on the same basis as that paid by the Participating Company concerned in previous years for similar interests or in the event of such Participating Company not having purchased a book interest prior to 31st December, 1936, then such amount shall be fixed on a fair and reasonable basis and having regard to the average value obtained for a book interest in such company during the twelve months ending 31st December, 1937.

and

(2) Each such person shall be entitled not later than the Transfer Date to demand employment with the Permanent Company at a fair and equitable salary, but not at average earnings. The amount of the salary to be paid by the Permanent Company to each such person shall be fixed with reference to the amount of the said capital payment, and in the event of disagreement shall be ascertained by the Board of Referees hereinafter provided.

(c) Each compensatable person under Head III hereof, other than persons included in either of the next preceding paragraphs (a) and (b), shall be deemed to have been offered and to have accepted employment with the Permanent Company as at the Transfer Date upon the terms provided in sub-Clause (vii) hereof, unless the Permanent Company notifies such person in writing at latest by the fourteenth day before the Transfer Date that the Permanent Company does not propose to employ such person, in which event such person shall have the option of demanding in writing such employment with the Permanent Company (and on such demand shall be so employed), and, if such person does not so exercise such option by the Transfer Date, such person shall be entitled to be paid the appropriate compensation as in Head III hereof provided.

(d) In every case such compensation or employment, as the case may be, shall cancel all other rights of such person to all fees, commissions, or other remuneration or compensation whatsoever.

(v) No person to whom compensation is paid in pursuance of this Agreement shall, during the period of twelve calendar months immediately following the Transfer Date, be employed by or serve in any Assurance Company other than the Permanent Company and/or the Terminating Company in relation to Life Assurance and/or Industrial Assurance business.

(vi) Any case involving special individual hardship (including hardship arising through death) may be considered specially on its merits by the Terminating Company after consultation with the Minister for Industry and Commerce, and it shall be lawful to the Terminating Company or Permanent Company at discretion (after such consultation if it so thinks fit) to grant special treatment in such case.

(vii) The conditions of employment in the Permanent Company of an employee taken over by the Permanent Company from a Participating Company shall be:—

(a) He shall receive an initial salary equal to his earnings as defined above (with such increases as may from time to time be granted by the Permanent Company).

(b) He shall not be entitled to collectable commission or to new business fees in the Industrial Branch.

(c) He shall be entitled as of right to receive new business fees in the Life Assurance Branch.

(d) He shall sign an agreement of service in such form as shall be required by the Permanent Company after consultation with the Minister for Industry and Commerce.

(e) If he is dismissed for any cause other than misconduct or neglect of duty within 4 years from the date of his appointment to the Permanent Company, compensation according to sub-clause (a) (2) to be paid as follows by the Permanent Company, which shall be entitled to a refund of one-half thereof from the Terminating Company.

If dismissed within the first year

Full compensation.

in

the

second

year

Three   -   quarters compensation.

third

year

Half        compensation.

fourth

year

Quarter compensation.

after

the

fourth

year

Nil.

(f) No person shall be dismissed solely on the ground of redundancy. A dismissed person who contends that he has been dismissed for redundancy during a period of 4 years from the date of transfer shall have a right of appeal to the Board of three referees hereinafter provided.

(g) It shall be lawful to the Employee and the Permanent Company from time to time to vary the foregoing conditions of employment by mutual consent in writing.

(viii) Existing pension conditions (if any) to be continued, but each Participating Company respectively shall provided for the pension liability accrued to the Transfer Date.

(ix) Employees who are of the age of 50 years or upwards at the Transfer Date, and who have not existing pension rights, shall on attaining the age of 60 years or on retirement (whichever is the later date) receive a gratuity calculated as follows:—

One week's average earnings for each three months' service since age 50. The average earnings to be calculated as above but substituting the two years prior to age 60 or the date of retirement for the two years ended 30th June, 1938.

The employee not to be eligible to join any pension fund to be set up by either the Terminating Company or Permanent Company, but a pension equivalent in value to the gratuity may be taken at the option of the employee. The gratuity not to be less than the compensation such employee would have been entitled to had he taken compensation instead of employment. Such gratuity or pension shall cancel all future rights of such person to all fees, commissions or other remuneration whatsoever. In calculating the liability of each Participating Company provision shall be included for such gratuities or pensions.

IV. IN the event of any dispute arising as to (i) whether any particular person is to be dealt with under heads I, II or III, respectively of this Clause, or (ii) (pursuant to Clause vii (f) of Head III hereof) as to the contention of an employee that he has been dismissed for redundancy by the Permanent Company, or (iii) as to the amount of compensation to which any person is entitled under Head III hereof, such dispute shall be determined by a Board of Referees constituted as follows: one member to be nominated by the Terminating Company, one member to be nominated by the Chairman of the Irish Trade Unions Congress, and the third, who shall be chairman, to be nominated by the Secretary of the Incorporated Law Society of Ireland. The decision of such Board shall be final. The Board of Referees shall have power to award costs. The provisions of the Common Law Procedure (Ireland) Amendment Act, 1856, or any statutory amendment thereof, shall apply to every award.

28. It is hereby expressly agreed that in the event of the Terminating Company acquiring in whole or in part the Life Assurance business and/or Industrial Assurance business of any other Assurance Company such acquisition shall be carried out upon terms not more favourable to such other Assurance Company than the terms herein expressed. Where the business of a foreign Company is acquired the Terminating Company shall indemnify such foreign Company against all liability of the latter under the Industrial Assurance Act, 1923, in respect of illegal policies acquired. In the event of a claim being made in respect of an illegal policy against a foreign Company whose business has been acquired by the Terminating Company such claim shall be notified forthwith to the Terminating Company who shall be at liberty to require the claim to be defended at the expense of the Terminating Company. On final ascertainment of the amount payable such amount shall be paid forthwith by the Terminating Company either directly to the claimant or by refund to the foreign Company as the case may be.

29. If at any time hereafter any question, dispute or difference shall arise between:

(a) Any one or more of the Participating Companies and the Terminating Company and/or the Permanent Company,

(b) Any of the Participating Companies inter se,

(c) Any Company other than the Participating Companies whose Life Assurance business and/or Industrial Assurance business and/or Sinking Fund or Capital Redemption is acquired by the Terminating Company or by the Permanent Company, and the Terminating Company and/or the Permanent Company,

(d) Any Director -or any one or more of the executives (as hereinbefore defined) of any of the Participating Companies and the Terminating Company and/or the Permanent Company,

touching these presents or any clause or thing herein contained or the construction meaning or effect hereof or as to any matter in any way connected with or arising out of these presents or the operation thereof or the rights, duties, or liabilities of any party under these presents or otherwise in connection with or in relation to the premises, then every such question dispute or difference shall in default of agreement to the contrary be referred to the arbitration and final award of two arbitrators (of whom one shall be appointed by the Terminating Company and the Permanent Company jointly and the other shall be such person as may be appointed as arbitrator by the Participating Companies, or by such of them as shall not have ceased to exist, or in default of such appointment within fourteen days after service upon them of notice by one of the parties in difference that a particular difference has arisen, or if none of the Participating Companies shall continue to exist, of a person to be nominated on the request of any party to the difference by the Secretary for the time being of the Incorporated Law Society of Ireland) or an umpire to be appointed by the arbitrators in writing before entering on the business of the reference or in default of agreement to be appointed by the Secretary for the time being of the Incorporated Law Society of Ireland. These presents shall be deemed to be a submission to arbitration pursuant to the Common Law Procedure (Ireland) Amendment Act 1856, and any Statue amending or extending the same for the time being in force in Ireland and if the Terminating Company and the Permanent Company shall refuse or neglect to appoint an arbitrator within fourteen days after service upon them of notice in writing requiring them to make such appointment, or if an arbitrator shall not have been appointed by the Participating Companies or nominated by the Secretary for the time being of the Incorporated Law Society of Ireland as the case may be within twenty-one days after service upon the Participating Companies and/or the Secretary for the time being of the Incorporated Law Society of Ireland of notice of the appointment by the Terminating Company and the Permanent Company of an arbitrator, a single arbitrator duly appointed or nominated as aforesaid shall have power to hear and determine the matters in difference as if he were a sole arbitrator appointed by all the parties in difference for that purpose: AND the award or determination which shall be made by the said arbitrators, arbitrator or umpire, shall be final and binding upon the parties in difference respectively, so as such arbitrators, arbitrator or umpire shall make their or his award in writing within 40 days next after the reference to them or him or on or before any later date to which the said arbitrators or arbitrator by any writing signed by them or him shall enlarge the time for making their or his award, and so as such umpire shall make his award or determination in writing within twenty days next after the original or extended time appointed for making the award of the said arbitrators or arbitrator or umpire, or on or before any later date to which the umpire shall by any writing signed by him enlarge the time for making his award: AND also that no action or legal proceedings shall be commenced or prosecuted touching any matters in difference unless the party to be made defendant to such action or proceedings shall have refused or neglected to refer such matters to arbitration pursuant to the provisions hereinbefore contained, or unless the time limited for making such award as aforesaid shall have expired without any such award being made: AND also that the respective parties to every such reference, and all persons claiming through them respectively shall submit to be examined by the said arbitrators, arbitrator or umpire upon oath or affirmation in relation to the matters in dispute, and shall produce before the arbitrators, arbitrator or umpire all books, deeds, papers, accounts, writings and documents within the possession or power of the said respective parties which may be required or called for, and do all other things which during the proceedings on the said reference the said arbitrators, arbitrator or umpire may require: AND that the witnesses on every such reference shall, if the arbitrators, arbitrator or umpire shall think fit, be examined on oath or affirmation: AND that the costs and expenses of every such reference and award respectively shall be in the discretion of the arbitrators, arbitrator or umpire who may determine the amount thereof and direct to and by whom and in what manner the same or any part thereof shall be paid, and shall have power to tax or settle the amount of costs and expenses to be so paid or any part thereof, and to award costs to be paid as between solicitor and client, or as between party and party: AND upon every or any such reference the arbitrators, arbitrator or umpire shall respectively have power to take the opinion of counsel upon any question of law that may arise, and at their or his' discretion to adopt any opinion so taken, and to obtain the assistance of such accountant, surveyor, valuer or other expert as they or he may think fit, and to act upon any statement of accounts, survey, valuation, or expert assistance thus obtained.

30. THIS agreement is entered into on the express condition that by the 31st day of December, 1938, provision is made by the Legislature in the Amending Act for authorising and confirming or otherwise validating these presents and making provision (inter alia) for the following matters, otherwise this Agreement shall become null and void and have no effect, that is to say:—

(a) GIVE statutory effect to and validate this agreement which shall be scheduled in the Amending Act, and make such amendments (if any) necessary to the existing law as will enable the Participating Companies to give full effect to all the provisions hereof.

(b) DEEM the Directors of the Participating Companies to have had full authority to act for their respective companies in the execution of this Agreement notwithstanding any limitations on their powers imposed by the Memorandum and Articles of Association of any of the companies or by the Companies Act, 1908 to 1924, or by the Insurance Acts, 1909 and 1936, or otherwise however.

(c) CONFIRM the transfer of business from the Participating Companies to the Terminating Company making it binding on all shareholders and policy holders and provide that all claims of Directors, Executives, Staff and Creditors shall be deemed to have been fully satisfied by such transfer and compensation as aforesaid and removing any other remedy at law or in equity.

(d) TRANSFER to the Terminating Company all existing policies in the Industrial Assurance and Life Assurance Branches of the Participating Companies without the consent of policy holders and transfer all rights and liabilities in regard to policies both of the Participating Companies and of the policy holders to the Terminating Company.

(e) DEEM the policies and policy holders of the Participating Companies to be policies and policy holders of the Terminating Company, but the provisions in this Agreement declared for the sharing by the said policies in the distributable surplus of the Terminating Company are to be substituted for any profit-sharing rights attached to such policies at the transfer date.

(f) PROVIDE that Section 13 of the Assurance Companies Act, 1909, shall not apply to the transfer of business under this Agreement or to any transfer from the Terminating Company to the Permanent Company.

(g) EMPOWER the Minister for Finance to pay to the Terminating Company the sum required to make good the deficiencies of the Participating Companies as herein provided.

(h) EMPOWER the Minister for Finance to take and hold shares in the Terminating Company as herein provided and to take and hold shares in the Permanent Company.

(i) PROVIDE that the Terminating Company shall conform to the conditions laid down in this Agreement and that notwithstanding anything contained in the Companies Act, 1908 to 1924, no alteration in the Memorandum and Articles of the Terminating Company shall, while the Minister for Finance holds any shares of the Terminating Company, be valid or effectual unless made with the previous approval of the Minister for Industry and Commerce given after consultation with the Minister for Finance.

(j) EMPOWER the Terminating Company to promote the Permanent Company.

(k) EMPOWER the Minister for Industry and Commerce, notwithstanding any limitation contained in Section 12 of the Insurance Act, 1936 , to grant, subject to the provisions of the other Sections of that Act, to the Terminating Company and to the Permanent Company assurance licences to carry on life assurance business and industrial assurance business and Sinking Fund or Capital Redemption business.

(l) PROVIDE that, in the case of assets transferred from the Participating Companies to the Terminating Company under the terms of the Agreement the transfer of which would ordinarily require to be effected by deeds of conveyance, no deeds of conveyance shall be necessary, and that, instead, the Minister for Industry and Commerce shall be empowered to make orders vesting such assets in the Terminating Company, free of stamp duty, on production to him of schedules of such assets certified on behalf of the Terminating Company and the Transferor Company concerned.

(m) PROVIDE that all debts due to the Participating Companies in respect of the business transferred shall as from the Transfer Date become debts due to the Terminating Company and that all rights of action existing by such companies in respect of such business shall as from the date of transfer continue as good and effectual by the Terminating Company. Provide that all claims or rights of action howsoever arising in respect of policies issued by the Participating Companies in respect of the business transferred shall as from the Transfer Date continue as good and effectual against the Terminating Company.

(n) PROVIDE that if any of the first Directors of the Terminating Company are interested in the subject matter of the scheduled Agreement, such Directors shall be entitled to carry the Agreement into effect notwithstanding that they or any of them are so interested, and it shall be no objection to the said Agreement that such Directors are so interested or that they or any of them as promoters and Directors of the Terminating Company stand in a fiduciary position towards that Company, and they shall not be liable to account to the Terminating Company or to any person whomsoever for any profit or benefit derived by them respectively in or by virtue of the said Agreement.

(o) REPEAL Part III and the First Schedule of the Insurance Act, 1936 .

(p) EMPOWER the Terminating Company to substitute with the approval of the Minister for Industry and Commerce for any policies of any participating Company new policies of Assurance not less favourable to the policy holders in the opinion of the Minister for Industry and Commerce.

(q) PROVIDE that the Terminating Company shall file with the Registrar of Companies its first balance sheet as of 31st December, 1939.

(r) EXTEND the provisions of the Amending Act applicable to the Participating Companies to any other Assurance Company which shall prior to the appointed day have executed with the consent of the Minister for Industry and Commerce an Agreement to transfer to the Terminating Company on terms similar to those of this Agreement (with such modifications (if any) as may be sanctioned by the said Minister) the Life and/or Industrial Assurance business in Ireland of such other Assurance Company, and empower the Terminating Company with the approval of such Minister to grant in respect of any policy or policies of any such other Assurance Company such additional benefits and on such terms as in the opinion of the said Minister is expedient or desirable, without being prejudicial to the interests of policyholders and/or shareholders of the Participating Companies.

31. THE costs and expenses of this Agreement and the negotiations therefor shall be borne by the Participating Companies equally, and if not previously paid shall be included in the indebtedness. The “costs of the Participating Companies” shall be borne in proportion to their respective goodwill values, and such proportion thereof shall be added to the liability of each Participating Company respectively and paid by the Terminating Company.

IN WITNESS whereof the parties hereto have hereunto affixed their respective seals the day and year first in these presents written:—

SEALED and DELIVERED by The City of Dublin Assurance Company Limited in the presence of:

P. T. Montford

Henry M. Hughes

}

Directors

J. A. Davis, Secretary.

A. Cox, Solicitor, Dublin,

Valentine Miley, Solicitor, Dublin.

SEALED and DELIVERED by Irish Life and General Assurance Company Limited in the presence of:

John D. Nugent

Jas. J. Bergin

}

Directors

P. J. Nugent, Acting

Secretary.

A. Cox, Solicitor, Dublin.

SEALED and DELIVERED by Irish National Assurance Company Limited in the presence of:

PÁDRAIG Ó MÁILLE

Patrick O'Dwyer

}

Directors

J. E. Fitzgerald, Secretary.

A. Cox, Solicitor, Dublin.

SEALED and DELIVERED by Comhlucht Urrudhais Mumhan agus Laighean, Teoranta, Munster and Leinster Assurance Company, Limited, in the presence of:

Laurence O'Neill

T. Macgearailt

}

Directors

Jas. Fitzgerald, Secretary.

A. Cox, Solicitor, Dublin.