J. MILLARD TAWES, Governor                     1127

a party shall abate or be discontinued by reason of the merger or con-
solidation, but the same may be prosecuted to final judgment in the
same manner as if the merger or consolidation had not taken place, or
the surviving company or the new company may be substituted in
place of any company so merged or consolidated by order of the
court in which the action or proceeding may be pending. Within fif-
teen days after any merger or consolidation agreement becomes ef-
fective, a copy thereof shall be filed of record in any public office
where, under the laws of the state of domicile of any party to the
agreement, the articles of incorporation are required to be recorded.

(4)   If the surviving or new company is a foreign company, and
shall comply with the laws of this State respecting deposits which
may be required of a foreign company, all deposits which may have
been made in this State by any company which is a party to the
merger or consolidation agreement shall be delivered to the surviv-
ing- or new company.

(5)   In the event of a merger or consolidation under this section,
the surviving company or new company shall be considered as hav-
ing the age of the eldest company which is a party to such merger
or consolidation for the purpose of complying with the requirements
of law relating to age of company.

(d) At the time of the filing of any agreement of merger or con-
solidation, there shall be filed with the Commissioner a certificate
signed by the president or a vice president and attested by the secre-
tary or an assistant secretary of each of the parties to the agreement,
verified by affidavit, setting forth all fees, commissions or other com-
pensations or valuable consideration paid or to be paid to any person
for the securing or promoting of any such merger or consolidation.
No director or officer of any company which is a party to a merger
or consolidation except as fully stated in the agreement, shall receive
any fee, commission, compensation or valuable consideration what-
ever, directly or indirectly, for in any manner aiding, promoting or
assisting in such merger or consolidation.

273.    Bulk Reinsurance, Stock Insurers.

(a)   A domestic stock insurer may reinsure all or substantially all
of its insurance in force or a major class thereof, with another in-
surer by an agreement of bulk reinsurance; but no such agreement
shall become effective unless filed with the Commissioner and ap-
proved by him.

(b)   The Commissioner shall approve such agreement within a
reasonable time after such filing unless he finds that it is inequitable
to the stockholders of the domestic insurer or would substantially
reduce the protection or service to its policyholders. If the Commis-
sioner does not approve the agreement he shall so notify the insurer
in writing specifying his reasons therefor.

274.    Bulk Reinsurance, Mutual Insurers.

(a) A domestic mutual insurer may reinsure all or substantially
all its business in force, or all or substantially all of a major class
thereof, with another insurer, stock or mutual, by an agreement of
bulk reinsurance after compliance with this section. No such agree-
ment shall become effective unless filed with the Commissioner and
approved by him in writing after a hearing thereon.