143 
(1) to have, alter, use, and reproduce a cor-
porate seal, or a facsimile of it; 
(2) to have perpetual succession until such time 
as it is liquidated, dissolved, merged, or otherwise 
wound up in accordance with applicable law; 
(3) to adopt, amend, and repeal by-laws; 
(4) to sue or be sued, complain and defend, and 
otherwise litigate in any court and participate, as a 
party or otherwise, in any judicial, administrative, 
arbitral, or other proceeding, in its corporate name; 
(5) to make contracts and guarantees, incur li-
abilities, borrow money, issue notes, bonds, and 
other obligations (which may be convertible into or 
include the option to purchase other securities of the 
national insurer or national agency), and secure any 
of its obligations by mortgage or pledge of any of its 
property, franchises, or income; 
(6) to purchase, receive, subscribe for, or other-
wise acquire, own, hold, vote, improve, employ, use, 
and otherwise deal in and with real and personal 
property or other assets, or any interest therein, and 
sell, convey, mortgage, lease, exchange, transfer, or 
otherwise dispose of, or mortgage or pledge, all or 
any of its property and assets, or any interest there-
in; 
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144 
(7) to lend money, invest, and reinvest its funds 
and receive and hold real and personal property as 
security for repayment; 
(8) to participate with others in any corpora-
tion, partnership, limited partnership, joint venture, 
or other association, or in any transaction, under-
taking, or arrangement, which the national insurer 
or national agency would have power to conduct by 
itself, whether or not such participation involves 
sharing or delegating control with or to others; 
(9) to elect or appoint directors, officers, em-
ployees, and agents of the national insurer or na-
tional agency, define their duties, fix their com-
pensation, and lend them money and credit; 
(10) to pay pensions and establish pension 
plans, pension trusts, profit-sharing plans, share 
bonus plans, share option plans, and other benefit or 
incentive plans for any or all current or former di-
rectors, officers, employees, and agents of the na-
tional insurer or national agency, its subsidiaries or 
its affiliates; 
(11) to provide insurance for its benefit on the 
life of any of its directors, officers, or employees, or 
on the life of any shareholder for the purpose of ac-
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145 
quiring, at the death of such shareholder, shares of 
its stock owned by such shareholder; 
(12) in the case of a national life insurer— 
(A) to establish and maintain 1 or more 
separate accounts and allocate amounts to such 
accounts (including any proceeds applied under 
optional modes of settlement or under dividend 
options) to provide for life insurance, annuities, 
disability income insurance, long-term care in-
surance, or funding agreements (and incidental 
benefits), payable in fixed or variable amounts 
(or both) from such accounts or from the gen-
eral account (or both); 
(B) to hold and accumulate funds pursu-
ant to funding agreements; and 
(C) to provide investment advice and in-
vestment management services; 
(13) in the case of a national insurer— 
(A) to engage in the sale, solicitation, ne-
gotiation, and underwriting of insurance; 
(B) to establish and maintain 1 or more 
protected cells in connection with an insurance 
securitization and attribute to such cells insur-
ance and reinsurance obligations with respect to 
its general account, obligations relating to the 
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146 
insurance securitization, and assets to fund 
such obligations; and 
(C) to engage in all other insurance oper-
ations and exercise all such incidental powers as 
shall be necessary to carry on insurance oper-
ations; 
(14) in the case of a national agency— 
(A) to engage in the sale, solicitation, and 
negotiation of— 
(i) policies of insurance issued by any 
national insurer or State insurer; and 
(ii) surplus lines insurance and non- 
admitted insurance for a non-admitted in-
surer; and 
(B) to exercise all such incidental powers 
as shall be necessary to carry out such activi-
ties, including claims adjustment and settle-
ment, risk management, employee benefits ad-
vice, retirement planning, and any other insur-
ance-related consulting activities; 
(15) to provide benefits or payments to its di-
rectors, officers, and employees, subsidiaries or af-
filiates, and to their estates, families, dependents, or 
beneficiaries, in recognition of the past services of 
the directors, officers, and employees to the national 
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