Exhibit 2.1
EXECUTION COPY
AGREEMENT AND PLAN OF
MERGER
BETWEEN
FEDERAL HOME LIFE INSURANCE
COMPANY
AND
GENWORTH LIFE AND ANNUITY
INSURANCE COMPANY
This Agreement and Plan of Merger
(this “Agreement”) is dated this 1
st
day of December 2006,
by and between Federal Home Life Insurance Company, a Virginia
corporation (“ FHL ”) and, Genworth Life and
Annuity Insurance Company, a Virginia corporation (“
GLAIC ”).
WHEREAS, FHL is a corporation duly
organized, validly existing and in good standing under the laws of
the Commonwealth of Virginia with an authorized capital consisting
of 530,125 shares of common stock, par value $100 per share
(“ FHL Common Stock ”), of which 219,821 are
issued and outstanding all of which are owned by Genworth Life
Insurance Company (“ GLIC ”); and
WHEREAS, GLAIC is a corporation duly
organized, validly existing and in good standing under the laws of
the Commonwealth of Virginia with an authorized capital consisting
of 200,000 shares of preferred stock, $1,000 stated value (“
GLAIC Preferred Stock ”), of which 120,000 are issued
and outstanding all of which are owned by Brookfield Life Assurance
Company, Limited, a Bermuda corporation, and 50,000 shares of
authorized common stock, par value $1,000 per share (“
GLAIC Common Stock ”), of which 25,651 are issued and
outstanding all of which are owned by GLIC; and
WHEREAS, the Virginia Stock
Corporation Act authorizes the merger of two corporations;
and
WHEREAS, FHL desires to merge into
GLAIC which will be the surviving corporation (the “
Survivor ”) of the merger; and
WHEREAS, the Boards of Directors and
shareholders of GLAIC and FHL deem it advisable to combine the
operations of FHL and GLAIC by merging FHL with and into
GLAIC.
NOW THEREFORE, the parties hereto,
in consideration of the mutual covenants, agreements and provisions
hereinafter contained, do hereby agree upon and prescribe the terms
and conditions of such merger and the mode of carrying it into
effect, as follows:
ARTICLE I
MERGER AND SURVIVING
CORPORATION
1.1 The Merger . Upon the
terms and subject to the conditions hereof and in accordance with
the provisions pertaining to the merging corporations contained in
the Virginia Stock Corporation Act, upon the filing of all required
documents with the Virginia State Corporation Commission, 12:01
a.m., January 1, 2007 (the “ Effective Time
”), or any such time as may be required by the Virginia State
Corporation Commission, FHL shall be merged with and into GLAIC
(the “ Merger ”).
Page 1 of 4
EXECUTION COPY
1.2 Surviving Corporation .
GLAIC shall be the Survivor of the Merger, and, at the Effective
Time (as hereinafter defined), the separate existence of FHL shall
cease.
ARTICLE II
TERMS, CONDITIONS AND EFFECTS OF
MERGER
2.1 Articles of Incorporation
. The Articles of Incorporation of GLAIC as in effect immediately
prior to the Effective Time shall be the Articles of Incorporation
of the Survivor and may be amended from time to time after the
Effective Time as provided by Virginia law.
2.2 Bylaws . The Bylaws of
GLAIC as in effect immediately prior to the Effective Time shall be
the Bylaws of the Survivor, and shall not be amended by the
Merger.
2.3 Directors and
Off
