PLAN AND AGREEMENT OF MERGER OF MIDWESTERN NATIONAL LIFE INSURANCE
COMPANY OF OHIO, AS MERGING CORPORATION, AND STANDARD LIFE
INSURANCE COMPANY OF INDIANA, AS SURVIVING CORPORATION
THIS PLAN AND AGREEMENT OF MERGER (the APlan@) entered into this _______ day
of October, 1998, by and between MIDWESTERN NATIONAL LIFE INSURANCE COMPANY OF
OHIO, an Ohio corporation (hereinafter called AMidwestern Life@), and STANDARD
LIFE INSURANCE COMPANY OF INDIANA, an Indiana corporation (hereinafter called
AStandard Life@),
W I T N E S S E T H:
WHEREAS, Midwestern Life is a corporation duly organized and existing under
the laws of the State of Ohio, as amended;
WHEREAS, Standard Life is a corporation duly organized and existing under the
Indiana Business Corporation Law, as amended;
WHEREAS, Midwestern Life has eleven thousand seven hundred sixty-five (11,765)
shares of authorized capital stock, $1.00 par value, of which one thousand
(1,000) shares are issued and outstanding;
WHEREAS, Standard Life has one million two hundred thousand (1,200,000) shares
of authorized capital stock, without par value, of which eight hundred ninety-
seven thousand thirty-three (897,033) shares are issued and outstanding;
WHEREAS, the issued and outstanding stock of the two (2) respective
corporations and the holders and percentages thereof are as follows:
MIDWESTERN LIFE STANDARD LIFE
Standard Management Corp.1,000100%897,033100%
TOTAL1,000100%897,033100%
WHEREAS, in order to effect certain administrative, managerial and financial
economies and benefits, it is the desire of the parties hereto to merge
Midwestern Life into Standard Life;
NOW, THEREFORE, in consideration of the mutual promises, agreements and
covenants herein contained and other good and valuable consideration, the
receipt of which is hereby acknowledged, Midwestern Life and Standard Life do
hereby make such merger upon the following terms and conditions:
1.EFFECTIVE DATE OF MERGER. The Effective Date of the merger shall be
December 31, 1998. The parties hereto shall seek issuance by the Secretary of
State of Indiana of the certificate of merger effecting the merger herein
provided.
2.PARTIES TO THE MERGER. The parties to this Plan are Midwestern National
Life Insurance Company of Ohio and Standard Life Insurance Company of Indiana.
3.CONDITIONS PRECEDENT TO THE CONSUMMATION OF THE MERGER. All of the
obligations under this Plan are subject to the Board of Directors of each of
the undersigned corporations satisfying itself that no income tax liability
will be incurred by any party hereto or its shareholders as a result of the
consummation of this Plan, the sole shareholder of each corporation approving
this Plan and each corporation complying with the laws of either the State of
Indiana or the State of Ohio allowing it to complete the merger contemplated
hereunder.
▇.▇▇▇▇▇▇▇▇ OF STOCK; TERMS AND CONDITIONS OF MERGER. The fair market value
of the stock issued and outstanding of Midwestern Life has been determined to
be Thirteen Million Five Hundred Thousand Dollars ($13,500,000).
On the Effective Date, the sole shareholder of Midwestern Life shall be
entitled to receive no additional shares of common stock of Standard Life.
5.SUBMISSION TO SHAREHOLDERS. This Plan shall be submitted separately to the
sole shareholder of each of the corporations which is a party hereto for
approval in the manner provided by the laws of either the State of Indiana or
the State of Ohio.
6.MECHANICS OF CLOSING; MANNER AND BASIS OF CARRYING MERGER INTO EFFECT.
Upon approval of the Plan, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Secretary of Standard Life,
shall execute Articles of Merger as required by the Secretary of State of
Indiana in order to effectuate the merger herein contemplated. The proper
officers of Midwestern Life shall execute and deliver to Standard Life such
specific assignments and other documents for the transfer of assets or stock
as may be required. Upon the Closing Date, Standard Life shall cause the
Articles of Merger to be filed with the Secretary of State of Indiana and to
be recorded with the Recorder of any county in which the parties hereto own
real estate or have their principal place of business.
7.SURVIVING CORPORATE ENTITY. Upon the Effective Date of the merger,
Midwestern Life shall merge into and become a part of Standard Life, which
shall survive the merger and the name of which shall continue to be Standard
Life, and the separate corporate existence of Midwestern Life shall thereupon
cease.
8.ATTRIBUTES AND PROPERTY OF THE SURVIVING CORPORATION. Upon the Effective
Date of the merger, Standard Life, as the surviving corporation, shall, in
accordance with the provisions of the Indiana Business Corporation Law, as
amended, thereupon and thereafter possess all the rights, privileges,
immunities, powers and franchises, of a public as well as of a private nature,
of each of the parties hereto. All property, real, personal and mixed, and
debts due on whatever account and all other choses in action and all and every
other interest of or belonging to or due to each of the parties shall be taken
and deemed to be transferred to and vested in Standard Life without further
act or deed.
9.LIABILITIES OF STANDARD LIFE AS THE SURVIVING CORPORATION. Upon the
Effective Date of the merger, Standard Life shall, in accordance with the
provisions of the Indiana Business Corporation Law, as amended, thereupon and
thenceforth be responsible and liable for all of the liability and obligations
of each of the parties hereto in the same manner and to the same extent as if
Standard Life had itself incurred the same or contracted therefor. Any claim
existing or action or proceeding pending by or against any of the parties
hereto, may be prosecuted to judgment as if such merger had not taken place or
Standard Life may be substituted in its place. Neither the rights of
creditors nor any liens upon the property of any of the parties hereto shall
be impaired by such merger, but any such liens shall be limited to the
property upon which they were liens immediately prior to the time of such
merger.
10.ARTICLES AND BY-LAWS OF THE SURVIVING CORPORATION. The Articles of
Incorporation, together with all amendments thereof, and the Code of By-Laws
of Standard Life as they exist on the Effective Date, shall continue to be the
Articles of Incorporation and the Code of By-Laws, respectively, of Standard
Life upon and after the Effective Date until changed or amended in accordance
with the terms thereof.
11.BOARD OF DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. All the
members of the Board of Directors and all the officers of Standard Life, as
the surviving corporation on the Effective Date of the merger, shall be and
continue as the directors and officers, respectively, of Standard Life, after
such date, to hold office for the same terms and upon the same conditions as
theretofore existed between each of them, respectively, and Standard Life.
12.ADDITIONAL DOCUMENTS. The parties hereto agree that they will cause to be
executed any such further and additional documents and instruments as may from
time to time be reasonably required for the purposes of consummating or
carrying out the merger as contemplated by this Agreement.
13.SUCCESSORS AND ASSIGNS. This Plan and each of its provisions shall bind
and inure to the benefit of the parties hereto and their respective successors
and assigns; provided, however, that this Plan cannot be assigned by any of
the parties. Nothing herein, express or implied, is intended or shall be
construed to confer upon or give any person, firm or corporation, other than
the parties hereto, any rights or remedies under or by reason of this Plan.
14.GOVERNING LAW. The validity, interpretation and performance of this Plan
shall be governed by, construed and enforced in accordance with the laws of
the State of Indiana.
IN WITNESS WHEREOF, the parties hereto have respectively caused this Plan to
be executed by their duly authorized officers this ____ day of October, 1998.
MIDWESTERN NATIONAL LIFE INSURANCE COMPANY OF OHIO
BY: _______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
ATTEST:
___________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
A(Midwestern Life)@ (Merging Corporation)
STANDARD LIFE INSURANCE COMPANY OFINDIANA
BY: _________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
ATTEST:
______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
A(Standard Life)@ (Surviving Corporation)