Insurance (Amendment) Act, 1938

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INSURANCE (AMENDMENT) ACT, 1938.

ARRANGEMENT OF SECTIONS Section

Section 1

Definitions.

Section 2

The transfer date.

Section 3

Confirmation of the Scheduled Agreement.

Section 4

Memorandum and Articles of Association of the Terminating Company.

Section 5

Payment by the Minister for Finance of deficiencies of Participating Companies.

Section 6

Shares of the Terminating Company held by the Minister for Finance or his nominees.

Section 7

Transfer of life and industrial assurance businesses of Participating Companies to the Terminating Company.

Section 8

Transfer of assets of Participating Companies to the Terminating Company.

Section 9

Provisions in relation to persons employed by Participating Companies.

Section 10

Provisions in aid of ascertainment of indebtedness of Participating Companies.

Section 11

Protection of directors of the Terminating Company and the Permanent Company.

Section 12

Provisions in relation to the first balance sheet and accounts of the Terminating Company.

Section 13

Appointment of auditors by the Terminating Company.

Section 14

The Permanent Company.

Section 15

Shares of the Permanent Company held by the Minister for Finance or his nominees.

Section 16

Appointment of auditors by the Permanent Company.

Section 17

Grant of assurance licences to the Terminating Company and the Permanent Company.

Section 18

Partial relief from certain provisions of the Act of 1936.

Section 19

Adoption of Scheduled Agreement by other assurance companies.

Section 20

Partial repeal of the Act of 1936.

Section 21

Commencement and retrospective operation.

Section 22

Short title and citation.

SCHEDULE.

Act Referred to Insurance Act, 1936 No. 45 of 1936 Number 31 of 1938.

INSURANCE (AMENDMENT) ACT, 1938.

AN ACT TO CONFIRM AND GIVE STATUTORY EFFECT TO AN AGREEMENT MADE BETWEEN CERTAIN ASSURANCE COMPANIES FOR THE TRANSFER OF THEIR LIFE ASSURANCE BUSINESS AND THEIR INDUSTRIAL ASSURANCE BUSINESS TO A SINGLE COMPANY, TO MAKE PROVISION FOR DIVERS MATTERS ARISING OUT OF OR CONSEQUENTIAL ON THE SAID AGREEMENT, INCLUDING THE MAKING OF SIMILAR AGREEMENTS BY OTHER ASSURANCE COMPANIES, AND TO AMEND THE LAW RELATING TO ASSURANCE BUSINESS. [14th December, 1938.] BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:— Definitions.

1.—(1) In this Act— the expression “the Act of 1936” means the Insurance Act, 1936 (No. 45 of 1936); the expression “the Scheduled Agreement” means the Agreement bearing date the 13th day of September, 1938, and made between the Participating Companies of which a copy is set forth in the Schedule to this Act; the expression “the Participating Companies” means the City of Dublin Assurance Company, Limited, the Irish Life and General Assurance Company, Limited, the Irish National Assurance Company, Limited, and Comhlucht Urrudhais Mumhan agus Laighean, Teoranta; the expression “the Terminating Company” means the company which is required by the Scheduled Agreement to be promotedby the Participating Companies and to be incorporated and registered with the name of the Industrial and Life Assurance Amalgamation Company, Limited, and is referred to in the Scheduled Agreement as the Terminating Company; the expression “the Permanent Company” means the company which is required by the Scheduled Agreement to be promoted by the Terminating Company and to be incorporated and registered with the name of the Irish Assurance Company, Limited, and is referred to in the Scheduled Agreement as the Permanent Company.

The transfer date.

2.—(1) As soon as conveniently may be after the passing of this Act, the Minister for Industry and Commerce shall by order appoint, in pursuance of Article 12 of the Scheduled Agreement, a day to be the transfer date for the purposes of the Scheduled Agreement and this Act.

Confirmation of the Scheduled Agreement.

3.—The Scheduled Agreement is hereby confirmed, and for that purpose it is hereby declared and enacted as follows, that is to say:— (a) the Scheduled Agreement shall have statutory effect and shall be binding on every of the Participating Companies as fully as if it had been enacted in this Act; (b) the directors of each of the Participating Companies shall have and be deemed always to have had power, notwithstanding anything contained in the Memorandum of Association or the Articles of Association of their company or in the Companies Acts, 1908 to 1924, or in the Insurance Acts, 1909 and 1936, or in any other enactment, to enter into the Scheduled Agreement on behalf of their company and to bind their company thereby; (c) it shall be the duty of every of the Participating Companies, and they are hereby respectively empowered. to carry out the Scheduled Agreement so far as the provisions thereof are to be performed by them respectively; (d) it shall be the duty of the Terminating Company, and that Company is hereby empowered, when it has been duly incorporated pursuant to the Scheduled Agreement, to carry out the Scheduled Agreement so far as the provisions thereof are to be carried out by it; (e) it shall be the duty of the Permanent Company, and that Company is hereby empowered, when it has been duly incorporated pursuant to the Scheduled Agreement, to carry out the Scheduled Agreement so far as the provisions thereof are to be carried out by it.

Memorandum and Articles of Association of the Terminating Company.

4.—(1) The Memorandum of Association and the Articles of Association of the Terminating Company shall be so framed as to conform with the provisions relating thereto contained in the Scheduled Agreement, and neither the said Memorandum nor the said Articles shall be invalidated or rendered unlawful merely by reason of anything done in relation thereto or inserted therein or omitted therefrom in compliance with the Scheduled Agreement or this Act.

Payment by the Minister for Finance of deficiencies of Participating Companies.

5.—(1) It shall be lawful for the Minister for Finance to pay from time to time to the Terminating Company all such sums as he is required by the Scheduled Agreement so to pay in respect of the difference referred to in the Scheduled Agreement as “the deficiency”, that is to say, the amount by which the valuation of the assets to be transferred by a Participating Company to the Terminating Company falls short of the amount of the liability (as defined in the Scheduled Agreement) of such Participating Company.

Shares of the Terminating Company held by the Minister for Finance or his nominees.

6.—(1) Every share of the Terminating Company which is required by the Scheduled Agreement to be allotted or transferred to the Minister for Finance or his nominees shall be allotted or transferred either, as the said Minister shall direct, to the said Minister or to a person (in this section referred to as a nominee) nominated in that behalf by the said Minister, and different persons may be so nominated in respect of different such shares.

Transfer of life and industrial assurance businesses of Participating Companies to the Terminating Company.

7.—(1) On the transfer date, the life assurance business and the industrial assurance business of every Participating Company shall, by virtue of this section, be transferred to and vest in the Terminating Company.

(e) every right and claim existing and unsatisfied immediately before the transfer date by or against a Participating Company in respect of a policy of life assurance or of industrial assurance (not being an existing policy) issued by a Participating Company shall, on the transfer date, cease to be enforceable by or against such Participating Company and shall, on the transfer date, become and be enforceable by or against the Terminating Company as fully as if such policy had been issued by the Terminating Company; (f) every debt due to a Participating Company immediately before the transfer date in relation to business of such Company transferred by this section to the Terminating Company shall, on the transfer date, cease to be payable to or recoverable by such Participating Company and shall, on the transfer date, become and be owing and payable to and recoverable by the Terminating Company and, if received by such Participating Company after the transfer date, shall be accounted for by that Company to the Terminating Company; (g) every right of action by a Participating Company which is subsisting immediately before the transfer date and arises in relation to business of that Company transferred by this Act to the Terminating Company and is not within the provisions of any of the foregoing paragraphs of this sub-section shall, on the transfer date, cease to be enforceable by such Participating Company and shall, on the transfer date, become and be transferred to, vested in, and enforceable by the Terminating Company; (h) it shall be lawful for the Terminating Company, with the approval of the Minister for Industry and Commerce, to issue at any time after the transfer date to any person who is for the time being the holder of an existing· policy, in lieu of such existing policy, a new policy the terms and conditions of which, in the opinion of the Minister for Industry and Commerce, are not less favourable to the assured than the terms and conditions of such existing policy.

(3)

Section 13

of the Assurance Companies Act, 1909 , shall not apply to the transfer effected by this section of the life assurance business and the industrial assurance business of the several Participating Companies to the Terminating Company.

Transfer of assets of Participating Companies to the Terminating Company.

8.—(1) For the purpose of transferring to the Terminating Company so much of the assets of a Participating Company as are required by the Scheduled Agreement to be so transferred, the following provisions shall have effect, that is to say:— (a) the Terminating Company shall, so soon as conveniently may be, furnish to the Minister for Industry and Commerce a schedule containing a list (as complete as reasonably may be) of the assets of the said Participating Company to be so transferred; (b) whenever and so often as it is found, after such schedule has been so furnished, that any assets to be so transferred have been omitted (whether intentionally or unintentionally) from such schedule, it shall be lawful for the Terminating Company to furnish to the said Minister a schedule containing a list of the assets so found to have been omitted; (c) every schedule furnished to the said Minister under either of the foregoing paragraphs of this sub-section shall be accompanied by a certificate by or on behalf of the Terminating Company and the said Participating Company certifying that the assets stated in such schedule are assets of the said Participating Company which are required by the Scheduled Agreement to be transferred to the Terminating Company; (d) whenever the said Minister receives from the Terminating Company any such schedule as aforesaid duly accompanied by such certificate as aforesaid, the said Minister shall forthwith make an order (in this section referred to as a vesting order) transferring the assets mentioned in such schedule from the said Participating Company to the Terminating Company and vesting them in the Terminating Company in such manner and for such estate and interest as shall be appropriate to the nature of the assets; (e) every vesting order which is made before the transfer date shall be expressed to have, and shall have, effect as on the transfer date, and every vesting order which is made on or after the transfer date shall be expressed to have, and shall have, effect as on the date on which such order is made; (f) every vesting order shall operate to transfer to and vest in the Terminating Company, on the date as on which such order has effect and without any other conveyance, deed or transfer, or other assurance (save transfer, where appropriate, in the books of a bank, company, corporation, or authority), all the assets purported to be so transferred by such order; (g) (i) no stamp duty shall be payable on a vesting order; (ii) the amount of all stamp duties paid by the Terminating Company on or in respect of any transfer or conveyance which is executed in order to supplement a vesting order shall be refunded to the said Company out of moneys provided by the Oireachtas;

(h) whenever the said Minister is satisfied that a vesting order previously made by him contains any error or mistake, the said Minister may by order amend such vesting order in such manner and as from such date as is, in his opinion, necessary or expedient for the correction of such error or mistake; (i) in addition and without prejudice to the obligation imposed on the said Participating Company by Article 13 (a) of the Scheduled Agreement to execute and complete deeds, acts, and things, it shall be the duty of the said Participating Company to execute such documents and do such things as the said Minister shall direct for the purpose of effectuating the transfer to the Terminating Company of assets which, owing to their nature or to their being situate outside the jurisdiction of the Government or to any other cause, cannot be effectively transferred by a vesting order.

Provisions in relation to persons employed by Participating Companies.

9.—The following provisions shall have effect in relation to all persons (in this section referred to as the said persons) who are in the employment (whether as directors, executives, members of the staff, or otherwise, and whether whole-time or part-time) of a Participating Company immediately before the transfer date, that is to say:— (a) the provisions contained in the Scheduled Agreement in relation to the transfer to the employment of the Terminating Company or the Permanent Company or both those Companies of the said persons and in relation to the compensation or prohibition of compensation of such of the said persons as are not so transferred shall be binding on all the said persons; (b) every of the said persons shall be entitled to take and receive for his own use all benefits to which he may be entitled under the said provisions of the Scheduled Agreement, notwithstanding that he was concerned (whether in or not in a fiduciary capacity) in the negotiations for or the making of the Scheduled Agreement; (c) the said provisions of the Scheduled Agreement shall be deemed for all purposes to be substituted for every agreement, express or implied, between any of the said persons and the Participating Company by whom he is employed in relation to his employment, and accordingly no right or claim (other than a claim under the said provisions of the Scheduled Agreement) for remuneration, compensation, or damages arising out of or in relation to his employment shall be enforceable by any of the said persons against a Participating Company or the Terminating Company, or the Permanent Company; (d) until the expiration of twelve months from the transfer date, it shall not be lawful for any of the said persons to whom compensation is paid in pursuance of the Scheduled Agreement to enter into or be engaged in the employment or service of any assurance company (other than the Terminating Company and the Permanent Company) in relation to life assurance business and industrial assurance business or either of those businesses and, if any of the said persons contravenes the foregoing provisions of this paragraph, he shall be guilty of an offence under this section and shall be liable on summary conviction thereof, to a fine not exceeding one hundred pounds together with, in the case of a continuing offence, a further fine not exceeding fifty pounds for every day upon which the offence is continued.

Provisions in aid of ascertainment of indebtedness of Participating Companies.

10.—For the purpose of so much of paragraph (ii) of Article 19 of the Scheduled Agreement as requires that the indebtedness therein referred to shall be ascertained in the like manner as in a winding-up pursuant to the Companies (Consolidation) Act, 1908 , the following provisions shall have effect, that is to say:— (a) all powers and duties which are by law vested in or imposed on a liquidator in a voluntary winding-up shall, in relation to each Participating Company and for the purpose of the ascertainment of the said indebtedness of that Company, be exercised and performed by the auditor of the Terminating Company; (b) every claim by a creditor of a Participating Company (other than claims by policy-holders, directors, executives, or staff and claims under a policy) against such Participating Company which is not submitted to the auditor of the Terminating Company within three months after the publication by such auditor pursuant to sub-section (1) of section 188 of the Companies (Consolidation) Act, 1908 , of the advertisement of notice of the meeting mentioned in that sub-section of the creditors of the said Participating Company shall be wholly void and irrecoverable.

Protection of directors of the Terminating Company and the Permanent Company.

11.—(1) Each of the directors of the Terminating Company appointed in accordance with the Articles of Association of that Company shall be entitled to carry into effect the provisions of the Scheduled Agreement notwithstanding that he is interested in the subject matter of the said Agreement or derives any profit or benefit therefrom or stands in a fiduciary position to the Terminating Company.

Provisions in relation to the first balance sheet and accounts of the Terminating Company.

12.—Notwithstanding anything contained in the Articles of Association of the Terminating Company or in the Companies Acts, 1908 to 1924, or in the Insurance Acts, 1909 and 1936, the first accounts and balance sheet which the Terminating Company is required to prepare in accordance with the said Articles and Acts, and (as the case may be) to deposit with the Minister for Industry and Commerce or to furnish to the Minister for Finance, or to forward to the Registrar of Companies, shall be so prepared in respect of the period from the date of incorporation of the said Company to the 31st day of December, 1939.

Appointment of auditors by the Terminating Company.

13.—Notwithstanding anything contained in section 112 of the Companies (Consolidation) Act, 1908 , a person shall not be appointed to be an auditor of the Terminating Company unless the approval of the Minister for Industry and Commerce has previously been obtained to the appointment of such person to that office.

The Permanent Company.

14.—(1) It shall be the duty of the Terminating Company and it is hereby empowered, as soon as may be after it is incorporated, to promote the Permanent Company in accordance with the provisions in that behalf of the Scheduled Agreement.

(3)

Section 13

of the Assurance Companies Act, 1909 , shall not apply to any transfer of assurance business from the Terminating Company to the Permanent Company.

Shares of the Permanent Company held by the Minister for Finance or his nominees.

15.—(1) Every, share of the Permanent Company which is required by the Scheduled Agreement to be allotted or transferred to the Minister for Finance or his nominees shall be allotted or transferred either, as the said Minister shall direct, to the said Minister or to a person (in this section referred to as a nominee) nominated in that behalf by the said Minister, and different persons may be so nominated in respect of different such shares.

Appointment of auditors by the Permanent Company.

16.—Notwithstanding anything contained in section 112 of the Companies (Consolidation) Act, 1908 , a person shall not, so long as the Minister for Finance holds any of the B shares of the Terminating Company, be appointed to be an auditor of the, Permanent Company unless the approval of the Minister for Industry and Commerce has previously been obtained to the appointment of such person to that office.

Grant of assurance licences to the Terminating Company and the Permanent Company.

17.—(1) It shall be lawful for the Terminating Company to apply under section 11 of the Act of 1936 to the Minister for Industry and Commerce for an assurance licence authorising it to carry on life assurance business and industrial assurance business, and it shall be lawful for the said Minister to grant such application under sub-section (6) of section 12 of the said Act notwithstanding that the Terminating Company does not comply with all the conditions set out in that sub-section.

Partial relief from certain provisions of the Act of 1936.

18.—(1) Notwithstanding anything contained in the Act of 1936, neither the Terminating Company nor the Permanent Company nor any servant or agent of either of those Companies shall be liable to any proceeding, civil or criminal, or to any fine or other penalty or be otherwise prejudiced by reason of any failure, during the period commencing on the passing of this Act and ending on the 31st day of December, 1939, to collect premiums in respect of policies of industrial assurance or by reason of any failure, during the said period to comply with section 65 or section 75 of the Act of 1936.

Adoption of Scheduled Agreement by other assurance companies.

19.—(1) If an assurance company (in this section referred to as an Adopting Company) which is not a participating Company, the Terminating Company, or the Permanent Company, but which carries on in Ireland the business of life assurance or the business of industrial assurance or both those businesses, enters before the transfer date into an agreement (in this section referred to as a supplemental agreement) with the Terminating Company for the transfer to the Terminating Company of the life assurance business or the industrial assurance business or both those businesses of such Adopting Company so far as such business or businesses is or are carried on in Ireland, the following provisions shall have effect, that is to say:— (a) such supplemental agreement shall not be of any force or effect unless or until a consenting order is made in respect thereof under the next following paragraph of this sub-section; (b) if the Minister for Industry and Commerce is satisfied that the terms on which the said business or businesses of such Adopting Company is or are transferred to the Terminating Company by such supplemental agreement are similar (save for such (if any) modifications as are approved of by the said Minister) to the terms on which the life assurance and the industrial assurance businesses of the Participating Companies are transferred to the Terminating Company by the Scheduled Agreement, the said Minister may by order (in this section referred to as a consenting order), if he so thinks proper, consent to such supplemental agreement; (c) if and when such consenting order is made, such supplemental agreement shall have and be deemed to have had as from its date statutory effect and to be binding on the said Adopting Company and the Terminating Company as fully as if it had been enacted in this Act.

Partial repeal of the Act of 1936.

20.—Part III of the Act of 1936 and the First Schedule to that Act are hereby repealed.

Commencement and retrospective operation.

21.—This Act shall be deemed to have come into operation on and shall have effect as on and from the 14th day of September, 1938, and accordingly everything done on or after that date and before the passing of this Act which could have been lawfully done under this Act, if this Act had been in force when such thing was done, shall be deemed to have been done under or in pursuance of this Act and shall have validity and effect accordingly.

Short title and citation.

22.—(1) This Act may be cited as the 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.

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.

(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.

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.

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.

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

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.

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.

Section 23

Section 24

Section 25

Section 26

Section 27

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:—

(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.

Section 28

Section 29

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.

Section 30

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.

Section 31

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.

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