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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
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
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