Table of Contents

Exhibit 2.1 AGREEMENT AND PLAN OF MERGERby and betweenMETLIFE INSURANCE COMPANY OF CONNECTICUTandMETLIFE LIFE AND ANNUITY COMPANY OF CONNECTICUTDated as of June 29, 2007      
 

Table of Contents
TABLE OF CONTENTS       PageARTICLE I DEFINITIONS  1 Section 1.1 Definitions  1 Section 1.2 Other Definitional Provisions  2      ARTICLE II MERGER   2 Section 2.1 Merger   2 Section 2.2 Name of Surviving Corporation   3 Section 2.3 Certificate of Incorporation  3 Section 2.4 Bylaws   3 Section 2.5 Board of Directors  3 Section 2.6 Officers  3 Section 2.7 Vacancies   3      ARTICLE III EFFECTIVE TIME   3 Section 3.1 Effective Time  3      ARTICLE IV STATUS OF SHARES  3 Section 4.1 Shares of MLAC  3 Section 4.2 Shares of MICC  4      ARTICLE V EFFECT OF THE MERGER   4 Section 5.1 Effect of Merger  4      ARTICLE VI COVENANTS  4 Section 6.1 Representations and Warranties of the Parties  4 Section 6.2 Representations and Warranties of MLAC  4 Section 6.3 Fees and Commissions  5 Section 6.4 Access   5 Section 6.5 Consummation of Merger   5 Section 6.6 Further Assurances  5      ARTICLE VII CONDITIONS   5 Section 7.1 Conditions to Obligation to Effect the Merger   5      ARTICLE VIII TERMINATION   5 Section 8.1 Termination   5 Section 8.2 Effect of Termination  5      ARTICLE IX MISCELLANEOUS   6 Section 9.1 Notices   6 Section 9.2 Amendments and Waiver   6 Section 9.3 Governing Law  6 Section 9.4 Assignment  6 Section 9.5 Entire Agreement  7 
ii

Table of Contents
       PageSection 9.6 Binding Effect; No Third Party Beneficiaries   7 Section 9.7 Counterparts  7 Section 9.8 Headings  7 
iii

Table of Contents
     This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 29, 2007is by and between MetLife Insurance Company of Connecticut, an insurance company organized and existingunder the laws of the State of Connecticut (“MICC”), and MetLife Life and Annuity Companyof Connecticut, an insurance company organized and existing under the laws of the State ofConnecticut (“MLAC”). MICC and MLAC are sometimes referred to in this Agreementindividually as a “Constituent Corporation” and collectively as the “ConstituentCorporations.”W I T N E S S E T H :     WHEREAS, the Board of Directors and the shareholders of each Constituent Corporation, atthe effective time of the merger, have authorized the merger of MLAC into MICC (the“Merger”).     NOW, THEREFORE, in consideration of the respective promises and agreements containedherein, the parties hereby agree as follows:ARTICLE IDEFINITIONS     Section 1.1 Definitions. The following terms shall have the respective meaningsset forth below throughout the Agreement:          (a) Applicable Law: means all applicable provisions of all:          (i) constitutions, treaties, statutes, laws (including the common law), rules,regulations, ordinances, codes or orders of any Governmental Authority;          (ii) Governmental Approvals; and          (iii) orders, decisions, injunctions, judgments, awards and decrees of oragreements with any Governmental Authority.          (b) Certificate of Merger: has the meaning set forth in Section 3.1.          (c) Consent: means any consent, ruling, approval, authorization, waiver, permit,grant, franchise, concession, agreement, license, exemption or order of, registration,certificate, declaration or filing with, or report or notice to, any Person, including anyGovernmental Authority.          (d) Constituent Corporation: as defined in the introductory paragraph of thisAgreement.          (e) Constituent Corporations: as defined in the introductory paragraph ofthis Agreement.          (f) Effective Time: has the meaning set forth in Section 3.1.
1

Table of Contents
          (g) Governmental Approvals: means any Consent of, with or to anyGovernmental Authority.          (h) Governmental Authority: means any domestic, foreign, federal, state, provincialor local governmental authority, quasi-governmental authority, instrumentality, court orgovernment, commission, body or organization or any regulatory, administrative or other agency,or any political or other subdivision, department or branch of any of the foregoing.          (i) Merger: has the meaning set forth in the recitals to this Agreement.          (j) MICC: as defined in the introductory paragraph of this Agreement.          (k) MLAC: as defined in the introductory paragraph of this Agreement.          (l) Person: means any natural person, firm, partnership, association, corporation,company, trust, business trust, Governmental Authority or other entity.          (m) Surviving Corporation: has the meaning set forth in Section 2.1.     Section 1.2 Other Definitional Provisions.          (a) For purposes of this Agreement, the words “hereof,” “herein,”“hereby” and other words of similar import refer to this Agreement as a whole unlessotherwise indicated.          (b) Whenever the singular is used herein, the same shall include the plural, and wheneverthe plural is used herein, the same shall include the singular, where appropriate.          (c) The term “including” means “including but not limited to.”          (d) Whenever used in this Agreement, the masculine gender shall include the feminineand neutral genders.          (e) All references herein to Articles, Sections, Subsections, Paragraphs and Exhibitsshall be deemed references to Articles and Sections and Subsections and Paragraphs of, andExhibits to, this Agreement unless the context shall otherwise require.          (f) Any reference herein to any statute, agreement or document, or any section thereof,shall, unless otherwise expressly provided, be a reference to such statute, agreement, documentor section as amended, modified or supplemented (including any successor section) and in effectfrom time to time.ARTICLE IIMERGER     Section 2.1 Merger. In accordance with the provisions of the Applicable Law of theState of Connecticut, and subject to the terms and conditions of this Agreement, MLAC shall bemerged with and into MICC, with MICC being the surviving corporation (in its capacity as thesurviving corporation, MICC being referred to herein as the “Surviving Corporation”).
2

Table of Contents
     Section 2.2 Name of Surviving Corporation. The name of the SurvivingCorporation shall continue to be “MetLife Insurance Company of Connecticut” and the SurvivingCorporation will conduct business as authorized by its certificate of incorporation, as amended.     Section 2.3 Certificate of Incorporation. The certificate of incorporation ofMICC, as in effect on the Effective Time shall, at the Effective Time, be and continue to be thecertificate of incorporation of the Surviving Corporation until changed or amended in accordancewith Applicable Law.     Section 2.4 Bylaws. The bylaws of MICC as in effect on the Effective Time shall,at the Effective Time, be and continue to be the bylaws of the Surviving Corporation until changedor amended in accordance with Applicable Law.     Section 2.5 Board of Directors. The members of the Board of Directors of theSurviving Corporation shall be the Board of Directors of MICC in office at the Effective Time untilthe election and qualification of their successors.     Section 2.6 Officers. The elected and appointed officers of the SurvivingCorporation, who shall continue to serve in office at the pleasure of the Board of Directors of theSurviving Corporation, shall be the elected and appointed officers of MICC as of the EffectiveTime.     Section 2.7 Vacancies. If, at the Effective Time or thereafter, any vacanciesshall exist in the Board of Directors or in any office of the Surviving Corporation for any reason,such vacancies may thereafter be filled in the manner provided in the certificate of incorporationand bylaws of the Surviving Corporation as then in effect.ARTICLE IIIEFFECTIVE TIME     Section 3.1 Effective Time. The Merger provided for in this Agreement shall becomeeffective (such time referred to herein as the “Effective Time”) at the time and date ofthe filing with the Secretary of the State of Connecticut of a certificate of merger (the“Certificate of Merger”) in accordance with the Applicable Law of the State of Connecticut(together with the certificate of the Commissioner of Insurance of the State of Connecticutapproving and authorizing the Merger) or at such later time and date as is specified in theCertificate of Merger.ARTICLE IVSTATUS OF SHARES     Section 4.1 Shares of MLAC. All issued and outstanding shares of MLAC as of theEffective Time, held by MICC, consisting of 30,000 shares of common stock $100.00 par value pershare) (“MLAC Stock”), by virtue of the Merger and without any action on the part of MLAC, MICC orany holder of MLAC Stock or MICC Stock (defined below), shall be surrendered and extinguished. Atthe Effective Time, the MLAC Stock shall be cancelled and retired, all rights in respect thereofshall cease to exist, and no shares or other securities of the Surviving Corporation shall beissued with respect thereto.
3

Table of Contents
     Section 4.2 Shares of MICC. All issued and outstanding shares of MICC as ofthe Effective Time, consisting of 34,595,317 shares of common stock ($2.50 par value per share)(“MICC Stock”), shall remain outstanding and continue to evidence the same number of shares ofcommon stock of the Surviving Corporation.ARTICLE VEFFECT OF THE MERGER     Section 5.1 Effect of Merger. At the Effective Time:          (a) the separate existence of MLAC shall cease;          (b) all the rights, franchises and interests of MLAC, in and to every species of property,real, personal and mixed, and things in action thereunto belonging, shall be deemed transferredto and vested in the Surviving Corporation, without any other deed or transfer; and          (c) all the liabilities of MLAC shall be vested in the Surviving Corporation.ARTICLE VIREPRESENTATIONS AND WARRANTIES; COVENANTS     Section 6.1 Representations and Warranties of the Parties. Each party representsand warrants to the other party that: (a) it is a corporation duly organized, validly existing andin good standing under the laws of its state of incorporation; (b) it has the corporate power andauthority, and has taken all necessary corporate action, to execute, deliver and perform thisAgreement; (c) this Agreement is a legal, valid and binding obligation upon such party and isenforceable against such party in accordance with its terms (assuming valid authorization,execution and delivery of this Agreement by such other party); and (d) the execution, delivery andperformance of this Agreement will not conflict with, or cause such party to be in violation of,(i) its certificate of incorporation and bylaws, (ii) any other agreement to which it is a party(except for any such violations which, individually or in the aggregate, would not have a materialadverse effect upon the performance of such party’s obligations under this Agreement), or (iii)Applicable Law.     Section 6.2 Representations and Warranties of MLAC. MLAC represents and warrantsto MICC that: (a) (i) the authorized capital stock of MLAC consists of 100,000 shares of $100.00par value common stock, and (ii) the issued and outstanding capital stock of MLAC consists of30,000 shares of common stock, (b) except for this Agreement, no agreement, arrangement orcommitment relating to the capital stock of MLAC exists; (c) no securities convertible into capitalstock of MLAC exist; and (d) MICC is the sole owner of the MLAC capital stock. MLAC represents andwarrants that the MLAC Stock is duly authorized, validly issued, fully paid, non-assessable, freeof any preemptive rights, and free and clear of, and not subject to, any form of hypothecation,pledge, lien or other restriction on transfer under any federal, state or local law, statute,regulation, rule, code, ordinance, judgment, decree, order or agreement to which MLAC is subject,and the consummation of the transactions contemplated hereby shall not result in any suchhypothecation, pledge, lien, or other restriction on transfer upon MLAC Stock.
4

Table of Contents
     Section 6.3 Fees and Commissions. No director or officer of eitherConstituent Corporation shall receive any fees, commission, other compensation or valuableconsideration, directly or indirectly, for in any manner aiding, promoting or assisting in themerger provided for in this Agreement except for normal and routine fees, commissions,compensation, bonuses and employee benefits regularly paid to any director or officers for theirservices in attending to the conduct of the business by their respective Constituent Corporation.     Section 6.4 Access. From the date of this Agreement to the Effective Time, eachConstituent Corporation shall provide the other Constituent Corporation’s directors, officers,employees, agents and representatives full access to its properties, books, records, contracts andcommitments and will furnish all such information and documents relating to its properties andbusiness as such other Constituent Corporation’s directors, officers, employees, agents andrepresentatives may reasonably request.     Section 6.5 Consummation of Merger. Each Constituent Corporation agrees to use itsbest efforts to take or cause to be taken all commercially reasonable actions required toconsummate the merger contemplated by this Agreement.     Section 6.6 Further Assurances. At any time, prior to or after the Effective Time,each Constituent Corporation shall execute such additional instruments and take such additionalactions as may be reasonably requested by the other Constituent Corporation to confer title to anyproperty vested in the Surviving Corporation hereunder or otherwise carry out the intent andpurpose of this Agreement.ARTICLE VIICONDITIONS     Section 7.1 Conditions to Obligation to Effect the Merger: The respectiveobligation of each Constituent Corporation to effect the Merger is subject to the obtaining ormaking prior to the Effective Time of all required Consents, other than such Consents for which thefailure to obtain or make would not have a material adverse effect upon the performance of suchConstituent Corporation’s obligations under this Agreement or the financial condition of theSurviving Corporation following the Merger.ARTICLE VIIITERMINATION     Section 8.1 Termination. Notwithstanding the approval of this Agreement by theshareholders of each of the Constituent Corporations, this Agreement may be terminated by the Boardof Directors of either of the Constituent Corporations at any time prior to the Effective Time, oras may otherwise be permitted by Applicable Law.     Section 8.2 Effect of Termination. In the event of termination of thisAgreement pursuant to Section 8.1:          (a) each Constituent Corporation shall pay the costs and expenses incurred by it inconnection with this Agreement; and
5

Table of Contents
          (b) no Constituent Corporation (or any director, officer or shareholder of suchConstituent Corporation) shall be liable to the other Constituent Corporation for any costs,expenses, damages or loss of anticipated profits hereunder.ARTICLE IX