0000745544-04-000004 Sample Contracts

AGREEMENT AND PLAN OF MERGER BETWEEN SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) AND KEYPORT LIFE INSURANCE COMPANY
Agreement and Plan of Merger • January 15th, 2004 • Sun Life Assurance Co of Canada Us • Delaware

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of 18th day of June, 2003, between Sun Life Assurance Company of Canada (U.S.), a stock life insurance company organized under the laws of the State of Delaware ("SLUS"), and Keyport Life Insurance Company, a stock life insurance company organized under the laws of the State of Rhode Island ("KLIC").

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