AGREEMENT AND PLAN OF MERGER BY AND AMONG NATIONAL FINANCIAL PARTNERS CORP., BLUE SKY ACQUISITION CORP., HIGHLAND CAPITAL HOLDING CORPORATION, THE OTHER PARTIES NAMED HEREIN and for the purposes of Sections 1.10, 6.1(c), 6.1(e), 6.2(i), Article IX and...Agreement and Plan of Merger • March 10th, 2005 • National Financial Partners Corp • Insurance agents, brokers & service • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 9, 2005, by and among NATIONAL FINANCIAL PARTNERS CORP. (formerly known as National Financial Services Company, Inc.), a Delaware corporation (“NFP”), Blue Sky Acquisition Corp., a Delaware corporation and wholly owned subsidiary of NFP (“Subcorp”), HIGHLAND CAPITAL HOLDING CORPORATION, a Delaware corporation (the “Company”), each of the holders of the Company Stock (as defined herein) listed on Exhibit A attached hereto (individually, a “Specified Stockholder” and collectively, the “Specified Stockholders”), and for the purposes of Sections 1.10,6.1(c), 6.1(e), 6.2(c), 6.2(i), Article IX and Article X hereof only, W. Todd Carlisle, Keith D. Duke and John T. Mulheran in their capacity as the Stockholders Representatives (collectively, the “Representatives”). This Agreement shall not become effective unless and until such time as NFP shall have received confirmation, satisfactory to it, that each of the Specified Stockho
