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Exhibit 13
AGREEMENT AND PLAN OF COMPLETE LIQUIDATION
This Agreement and Plan of Complete Liquidation, dated as of December 14, 2004,
between General American Life Insurance Company, a Missouri life insurance
company (hereinafter referred to as "GALIC"), and Equity Intermediary Company, a
Missouri corporation (hereinafter referred to as "EIC").
W I T N E S S E T H:
WHEREAS, the Board of Directors of EIC has authorized the dissolution and
complete liquidation of EIC in order to reduce administrative expenses;
WHEREAS, GALIC, the owner of 100 percent of the capital stock of EIC issued,
outstanding stock and entitled to vote on the matters that are the subject of
this Agreement and Plan of Complete Liquidation (consisting of 100 shares of
Common Stock, having a par value of $1.00 per share,) is agreeable to the
dissolution and complete liquidation of EIC; and
WHEREAS, the fair market value of the assets of EIC exceeds the liabilities of
EIC on the date hereof and is expected to exceed such liabilities on the date of
any distribution.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
parties hereto agree as follows:
1. Subject to compliance with any applicable regulatory requirements,
GALIC hereby consents to the dissolution and complete liquidation of
EIC in accordance with the provisions of Section 351.464 of the
General Business and Corporation Law of the State of Missouri.
2. GALIC shall surrender to EIC for cancellation and retirement
certificates representing all the issued and outstanding stock of EIC
currently held by GALIC.
3. EIC, in full and complete liquidation, shall transfer to GALIC as
liquidating distributions on or prior to December 31, 2004, those
assets listed in Schedule A hereto, which assets constitute all or
substantially all of the assets of EIC.
4. Upon the transfer to GALIC of the assets listed in Schedule A, GALIC
shall be deemed to have assumed, without any further action on its
part, and shall thereafter be liable for, all the liabilities and
obligations of EIC (including, but not limited to, tax liabilities).
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5. EIC shall execute, acknowledge and file a Certificate of Dissolution
for EIC with the Secretary of State of the State of Missouri in
compliance with Section 351.468 of the General Business and
Corporation Law of the State of Missouri.
6. GALIC and EIC shall execute and deliver any documents or certificates,
and take such further actions, as may be required or appropriate to
effectuate the dissolution and complete liquidation of EIC and to
carry out the intent and purposes of this Agreement and Plan.
This Agreement and Plan constitutes the complete understanding of the parties
and may not be amended except by a written amendment jointly executed.
IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of
Complete Liquidation at New York, New York, as of the date first above written.
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President and Treasurer
EQUITY INTERMEDIARY COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President and Treasurer
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