Exhibit 2.2
EXECUTION COPY
AGREEMENT AND PLAN OF
MERGER
BETWEEN
FIRST COLONY 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 First Colony Life Insurance Company, a Virginia
corporation (“ FCL ”) and, Genworth Life and
Annuity Insurance Company, a Virginia corporation (“
GLAIC ”).
WHEREAS, FCL 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 10,000,000 shares of common stock, par value $1.00 per share
(“ FCL Common Stock ”), of which 4,000,000 are
issued and outstanding all of which are owned by Federal Home Life
Insurance Company, a Virginia corporation (“ FHL
”); 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 Genworth Life Insurance
Company, which also owns 100% of the issued and outstanding voting
securities of FHL; and
WHEREAS, the Virginia Stock
Corporation Act authorizes the merger of two corporations;
and
WHEREAS, FCL desires to merge into
GLAIC, with GLAIC being the surviving corporation (the “
Survivor ”) of the merger (the “ Merger
”) effective at 12:02 A.M. (the “ Effective Time
”) E.S.T. on January 1, 2007; and
WHEREAS, GLAIC and FHL propose to
merge (the “ FHL Merger ”), with GLAIC as the
surviving corporation, pursuant to an Agreement and Plan of Merger
between FHL and GLAIC, effective at 12:01 A.M. E.S.T. on
January 1, 2007 immediately prior to the Merger;
and
WHEREAS, following the FHL Merger,
GLAIC will own 100% of the issued and outstanding voting securities
of FCL at the Effective Time; and
WHEREAS, the Boards of Directors of
GLAIC and FCL, and the shareholders of each of GLAIC and FCL, deem
it advisable to combine the operations of FCL and GLAIC by merging
FCL 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:
Page 1 of 5
EXECUTION COPY
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, at the
Effective Time, or any such time as may be required by the Virginia
State Corporation Commission, FCL shall be merged with and into
GLAIC pursuant to the Merger.
1.2 Surviving Corporation .
GLAIC shall be the Survivor of the Merger, and, at the Effective
Time, the separate existence of FCL 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 Effec
