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Exhibit 99.8
AGREEMENT AND PLAN OF MERGER
OF
USG ANNUITY & LIFE COMPANY
UNITED LIFE & ANNUITY INSURANCE COMPANY
AND
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
INTO
GOLDEN AMERICAN LIFE INSURANCE COMPANY
TO BE RENAMED
ING USA ANNUITY AND LIFE INSURANCE COMPANY
AGREEMENT AND PLAN OF MERGER, dated as of June 25, 2003 (the
"Agreement"),
by and between USG Annuity & Life Company ("USG"), an
Oklahoma stock life
insurance company, United Life & Annuity Insurance Company
("ULA"), an Iowa
stock life insurance company, Equitable Life Insurance Company
of Iowa ("ELIC"),
an Iowa stock life insurance company, and Golden American Life
Insurance Company
("GALIC"), a Delaware stock life insurance company, each having
its primary
office for books and records at 909 Locust Street, Des Moines,
Iowa 50309;
WHEREAS, each of USG, ULA, ELIC and GALIC is a wholly owned
subsidiary of
Lion Connecticut Holdings Inc.; and
WHEREAS, on the date of the Merger but prior to the Effective
Time (as
hereinafter defined), GALIC shall have been duly redomesticated
to Iowa in
accordance with the applicable provisions of the laws of the
State of Delaware
and the State of Iowa (the "Redomestication");
NOW, THEREFORE, in consideration of the mutual agreements,
covenants and
provisions contained herein, the parties hereto agree as
follows:
1
<PAGE>
ARTICLE I
THE MERGER
Section 1.1. The Merger. At the Effective Time (as hereinafter
defined)
USG, pursuant to Title 18, Oklahoma Statutes, and ULA and ELIC,
pursuant to
Chapter 490, Code of Iowa, will be statutorily merged with and
into GALIC and
the separate corporate existence of USG, ULA and ELIC shall
cease. GALIC as it
exists from and after the Effective Time is sometimes referred
to as the
"Surviving Corporation."
Section 1.2. Effective Time of the Merger. Subject to the terms
and
conditions of this Agreement, Articles of Merger shall be duly
prepared,
executed and acknowledged by USG, ULA, ELIC and GALIC and shall
be filed with
the Commissioner of the Iowa Insurance Division and a
Certificate of Merger, as
prescribed by Oklahoma law, shall be duly prepared, executed and
acknowledged by
GALIC and shall be filed with the Insurance Commissioner for the
State of
Oklahoma. The merger described in Section 1.1 (the "Merger")
shall become
effective upon the last to occur of (a) 12:02 a.m., January 1,
2004, (b) 12:02
a.m. on the date on which the Articles of Merger are filed with
the Iowa
Secretary of State, or (c) 12:02 a.m. on the date on which the
Certificate of
Merger is filed with the Oklahoma Secretary of State, provided
the Articles of
Merger have been approved by the Commissioner of the Iowa
Insurance Division and
the Certificate of Merger has been
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