AGREEMENT AND PLAN OF
MERGER
OF
ING INSURANCE COMPANY OF
AMERICA
INTO
ING LIFE INSURANCE AND ANNUITY
COMPANY
AGREEMENT AND PLAN OF
MERGER , dated as of
September 30, 2005 (the “Agreement”), by and between
ING Insurance Company of America (“IICA”), a Florida
stock life insurance company having its principal office at 2202
North Westshore Boulevard, Tampa, Florida 33607, and ING Life
Insurance and Annuity Company (“ILIAC”), a Connecticut
stock life insurance company having its principal office at 151
Farmington Avenue, Hartford, Connecticut 06156.
|
|
WHEREAS , IICA is a wholly-owned subsidiary of ILIAC;
and
|
WHEREAS , the respective Boards of Directors of IICA and
ILIAC have determined that it is advisable that IICA be merged with
and into ILIAC on the terms and conditions hereinafter set forth
and in accordance with the applicable provisions of the laws of the
States of Florida and Connecticut (the
“Merger”);
NOW, THEREFORE
, in consideration of the mutual
agreements, covenants and provisions contained herein, the parties
hereto agree as follows:
ARTICLE I
THE MERGER
Section 1.1. The Merger . At
the Effective Time (as hereinafter defined), IICA will be
statutorily merged with and into ILIAC pursuant to Section 33-815
of the Connecticut General Statutes (the “CGS”) and
Section 607.1101 of the Florida Statutes (the “FS”) and
the separate corporate existence of IICA shall cease. ILIAC 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, (a) a Certificate of Merger shall be duly prepared,
executed and acknowledged by IICA and ILIAC and shall be filed with
the Secretary of the State of the State of Connecticut and (b)
Articles of Merger shall be duly prepared, executed and
acknowledged by IICA and ILIAC and shall be filed with the
Department of State of the State of Florida. The Merger shall
become effective upon the later to occur of (a) December 31, 2005,
(b) the filing of such Certificate of Merger with the Secretary of
the State of Connecticut, and (c) the filing of such Articles of
Merger with the Department of State of Florida; provided that the
Certificate of Merger and the Articles of Merger have been
submitted to and approved by the Commissioner of the Connecticut
Insurance Department and the Florida Office of Insurance
Regulation, respectively,
prior to such filing. The date when the Merger shall become
effect
