<PAGE>   1
                                                                    Exhibit 2.01

                              CERTIFICATE OF MERGER

                                       OF
                              SRC ACQUISITION CORP.

                                  WITH AND INTO
                               LIFE RE CORPORATION

                    Pursuant to Section 251(c) of the General
                    Corporation Law of the State of Delaware

         LIFE RE CORPORATION, a Delaware corporation, does hereby certify to the
following facts relating to the merger of SRC ACQUISITION CORP., a Delaware
corporation, with and into LIFE RE CORPORATION (the "Merger"):

         I. The names and states of incorporation of the constituent
corporations to the Merger are as follows:

                  Name                               State of Incorporation
                  ----                               ----------------------

         Life Re Corporation                         Delaware
         SRC Acquisition Corp.                       Delaware

         II. An Agreement and Plan of Merger, dated as of July 27, 1998, by and
between Swiss Reinsurance Company, SRC Acquisition Corp., Life Re Corporation
and Swiss Re America Holding Corporation has been approved, adopted, certified,
executed and acknowledged by each of the constituent corporations in accordance
with Section 251 of the General Corporation Law of the State of Delaware.

         III. Life Re Corporation shall survive the Merger (the "Surviving
Corporation").

         IV. The Certificate of Incorporation of Life Re Corporation, as now in
force and effect, shall be amended in its entirety to read as set forth in
Exhibit A hereto.

         V. An executed copy of the Agreement and Plan of Merger is on file at
the principal place of business of the Surviving Corporation, which is located
at 969 High Ridge Road, Stamford, Connecticut 06905.
<PAGE>   2
                                                                               2

         VI. A copy of the Agreement and Plan of Merger will be furnished by the
Surviving Corporation, on request and without costs, to any stockholders of
either constituent corporation.

         VII. This Certificate of Merger shall be effective upon filing with the
Secretary of State of the State of Delaware.

         IN WITNESS WHEREOF, Life Re Corporation has caused this Certificate of
Merger to be executed in its corporate name this __ day of December, 1998.

                                  LIFE RE CORPORATION

                                  a Delaware corporation

                                  By:   
                                      ----------------------------------------
                                      Name:  W. Weldon Wilson
                                      Title:    Vice President, General Counsel
                                                 and Secretary
<PAGE>   3
                                                                       EXHIBIT A

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                               LIFE RE CORPORATION

         8. Name. The name of the corporation is Life Re Corporation (the
"Corporation").

         9. Address; Registered Office and Agent. The address of the
Corporation's registered office is 9 East Loockerman Street, City of Dover,
County of Kent, State of Delaware; and its registered agent at such address is
National Corporate Research, Ltd.

         10. Purposes. The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law.

         11.      Number of Shares; Designations and Powers, Preferences and
                  Rights and Qualifications and Limitations or Restrictions
                  thereof.

                  11.1 Number of Shares. The total number of shares of stock
that the Corporation shall have authority to issue is one thousand one hundred
(1,100), of which one hundred (100) shall be shares of Preferred Stock of the
par value of one cent ($.01) each (the "Preferred Stock") and one thousand
(1,000) shall be shares of Common Stock of the par value of one cent ($.01) each
(the "Common Stock").

                  11.2 Common Stock. Except as otherwise required by law, each
holder of Common Stock shall be entitled to one vote for each share of Common
Stock held of record on all matters on which stockholders generally are entitled
to vote
<PAGE>   4
and to all other rights, powers and privileges of stockholders under Delaware
law. The holders of shares of Common Stock shall have the right to receive
dividends, as, when and if declared by the Board of Directors of the Corporation
(the "Board"), out of funds legally available therefor. Upon the dissolution,
liquidation or winding up of the Corporation, either voluntary or involuntary,
after any preferential amounts to be distributed to the holders of the Preferred
Stock have been paid or declared and funds sufficient for the payment thereof in
full set apart for payment, the holders of Common Stock shall be entitled to
participate in all the remaining assets of the Corporation available for
distribution to its stockholders.

                  11.3 Preferred Stock.

                       (a) Voting Rights. Each share of Preferred Stock shall
              entitle the holder thereof to vote, in person or by proxy, at a
              special or annual meeting of stockholders, on all matters voted on
              by holders of Common Stock voting together as a single class with
              the holders of the Common Stock and with holders of all other
              shares entitled to vote thereon. With respect to any such vote,
              each share of Preferred Stock shall entitle the holder thereof to
              cast one vote per share of Preferred Stock.

                       (b) Liquidation, Dissolution or Winding Up. In the event
              of any liquidation, dissolution or winding up of the Corporation,
              either voluntary or involuntary, before any distribution or
              payment to holders of

                                        4
<PAGE>   5
              Common Stock, the holders of shares of Preferred Stock shall be
              entitled to be paid an amount equal to $.01 with respect to each
              share of Preferred Stock.

                       (c) Dividends. The holders of Preferred Stock shall have
              no right to receive dividends, whether or not dividends are
              distributed to the holders of Common Stock.

         12. Election of Directors. Members of the Board may be elected either
by written ballot or by voice vote.

         13. Limitation of Liability. No director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that this provision shall
not eliminate or limit the liability of a director (a) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under section 174 of the General Corporation Law
or (d) for any transaction from which the director derived any improper personal
benefits.

         Any repeal or modification of the foregoing provision shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.

                                        5
<PAGE>   6
         14. Indemnification.

                  14.1 To the extent not prohibited by law, the Corporation
shall indemnify any person who is or was made, or threatened to be made, a party
to any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director or
officer of the Corporation, or, at the request of the Corporation, is or was
serving as a director or officer of any other corporation or in a capacity with
comparable authority or responsibilities for any partnership, joint venture,
trust, employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees, disbursements and other
charges). Persons who are not directors or officers of the Corporation (or
otherwise entitled to indemnification pursuant to the preceding sentence) may be
similarly indemnified in respect of service to the Corporation or to an Other
Entity at the request of the Corporation to the extent the Board at any time
specifies that such persons are entitled to the benefits of this Section 8.

                  14.2 The Corporation shall, from time to time, reimburse or
advance to any director or officer or other person entitled to indemnification
hereunder

                                        6
<PAGE>   7
the funds necessary for payment of expenses, including attorneys' fees and
disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the General Corporation Law, such expenses incurred by or on behalf of any
director or officer or other person may be paid in advance of the final
disposition of a Proceeding only upon receipt by the Corporation of an
undertaking, by or on behalf of such director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right of appeal that such director, officer or other person is not
entitled to be indemnified for such expenses.

                  14.3 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Certificate of Incorporation, the
By-laws of the Corporation (the "By-laws"), any agreement, any vote of
stockholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office.

                  14.4 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall

                                        7
<PAGE>   8
continue as to a person who has ceased to be a director or officer (or other
person indemnified hereunder) and shall inure to the benefit of the executors,
administrators, legatees and distributees of such person.

                  14.5 The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of an Other Entity, against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Section 8, the By-laws or under section 145 of the
General Corporation Law or any other provision of law.

                  14.6 The provisions of this Section 8 shall be a contract
between the Corporation, on the one hand, and each director and officer who
serves in such capacity at any time while this Section 8 is in effect and any
other person entitled to indemnification hereunder, on the other hand, pursuant
to which the Corporation and each such director, officer, or other person intend
to be, and shall be, legally bound. No repeal or modification of this Section 8
shall affect any rights or obligations with respect to any state of facts then
or theretofore existing or thereafter arising or any

                                        8
<PAGE>   9
proceeding theretofore or thereafter brought or threatened based in whole or in
part upon any such state of facts.

                  14.7 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board, its independent legal counsel and its
stockholders) to have made a determination prior to the commencement of such
action that such indemnification or reimbursement or advancement of expenses is
proper in the circumstances nor an actual determination by the Corporation
(including its Board, its independent legal counsel and its stockholders) that
such person is not entitled to such indemnification or reimbursement or
advancement of expenses shall constitute a defense to the action or create a
presumption that such person is not so entitled. Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such proceeding.

                  14.8 Any director or officer of the Corporation serving in any
capacity of (a) another corporation of which a majority of the shares entitled
to vote in

                                        9
<PAGE>   10
the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

                  14.9 Any person entitled to be indemnified or to reimbursement
or advancement of expenses as a matter of right pursuant to this Section 8 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; provided, however, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by the law in effect at the time indemnification or reimbursement or advancement
of expenses is sought.

                  15. Adoption, Amendment and/or Repeal of By-Laws. The Board
may from time to time adopt, amend or repeal the By-laws of the Corporation;
provided, however, that any By-laws adopted or amended by the Board may be
amended or repealed, and any By-laws may be adopted, by the stockholders of the

                                       10
<PAGE>   11
Corporation by vote of a majority of the holders of shares of stock of the
Corporation entitled to vote in the election of directors of the Corporation.

                                       11