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 000 Xxxxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000;
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
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 approved be the Insurance Commissioner for
the State of Oklahoma and, provided further, that the Redomestication shall have
been duly effected pursuant to Section 508.12 Code of Iowa and Delaware Code
Title 18 Section 4946. The date and time when the Merger shall become effective
is hereinafter referred to as the "Effective Time."
Section 1.3. Effects of the Merger. The Merger shall have the effects as
follows:
1. The parties to this Agreement shall be one insurance corporation which
shall be GALIC, the Surviving Corporation, which by virtue of the
Redomestication, shall be an Iowa stock life insurance company.
2. The separate existence of USG, ULA and ELIC shall cease.
3. The title to real estate and other property owned by each of USG, ULA
and ELIC is vested in GALIC without reversion or impairment.
4. GALIC has all liabilities of each corporation party to the Merger.
5. A proceeding pending against any of USG, ULA or ELIC may be continued
as if the merger did not occur or the Surviving Corporation may be
substituted in the proceeding for USG, ULA or ELIC, respectively.
2
ARTICLE II
THE SURVIVING CORPORATION
Section 2.1. Articles of Incorporation. The Articles of Incorporation of
GALIC as in effect at the Effective Time shall be and remain the Articles of
Incorporation of the Surviving Corporation and the name of the Surviving
Corporation shall be ING USA Annuity and Life Insurance Company.
Section 2.2. Bylaws. The Bylaws of GALIC in effect at the Effective Time
shall be and remain the Bylaws of the Surviving Corporation until altered,
amended or repealed in accordance with their terms and as provided by the
Articles of Incorporation of the Surviving Corporation.
Section 2.3. Directors and Officers. The directors and officers of GALIC in
office at the Effective Time shall continue in office and shall constitute the
directors and officers of the Surviving Corporation for the terms for which such
persons have been elected and until their respective successors shall be elected
or appointed and qualified.
ARTICLE III
CAPITALIZATION
All of the shares of capital stock of USG, ULA and ELIC which are issued
and outstanding immediately prior to the Effective Time, by virtue of the Merger
and by operation of law and without any action on the part of the holder
thereof, shall no longer be outstanding, shall be canceled and retired, and
cease to exist, and each holder of a certificate representing any such shares of
capital stock of USG, ULA and ELIC shall thereafter cease to have any rights
with respect to such shares of capital stock thereof.
ARTICLE IV
MISCELLANEOUS
Section 4.1. Cooperation. Each of USG, ULA, ELIC and GALIC shall take, or
cause to be taken, all action or do or cause to be done, all things necessary,
proper or advisable under the laws of the State of Oklahoma and the State of
Iowa to consummate and effectuate the Merger, subject, however, to the
appropriate vote or consent of the Board of Directors of each of USG, ULA, ELIC
and GALIC in accordance with the requirements of the applicable provisions of
the laws of the State of Oklahoma and the State of Iowa.
Section 4.2. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.
Section 4.3. Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Iowa, without regard to the conflict of
laws principles thereof.
3
IN WITNESS WHEREOF, each of USG, ULA, ELIC and GALIC have executed this
Agreement as of the date first written above.
USG Annuity & Life Company
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Its: President
United Life & Annuity Insurance Company
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Its: President
Equitable Life Insurance Company of Iowa
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Its: President
Golden American Life Insurance Company
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Its: President
4
