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
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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
approve
