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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 Officers . The directors and officers
of GLAIC immediately prior to the Effective Time shall continue to
be the directors and officers of the Survivor until their
respective successors shall have been elected and qualified as
provided by the Bylaws of the Survivor and Virginia law.
2.4 Approval by Shareho
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