EXHIBIT 10-QQQQ
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of December 31, 1995, between
CHRYSLER FINANCIAL COMPANY, a Michigan corporation ("Financial"), and CHRYSLER
CREDIT CORPORATION, a Delaware corporation ("Credit"), ("Plan of Merger").
PREAMBLE
WHEREAS, the parties hereto desire that Credit merge into Financial
upon the terms and conditions herein set forth;
WHEREAS, the outstanding capital stock of Financial consists of
250,000 shares of Common Stock, par value $100 per share, all of which are
issued and outstanding and entitled to vote on this Plan of Merger, and
WHEREAS, the outstanding capital stock of Credit consists of 1000
shares of Common Stock, par value $100 per share, all of which are issued and
outstanding and entitled to vote on this Plan of Merger; and
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
MERGER
1.1 Merger and Surviving Corporation. At the Effective Time (as such
term is defined in Section 1.2), Credit shall be
merged into Financial in accordance with Section 253 of the General
Corporation Law of the State of Delaware and Sections 711 of the Michigan
Business Corporation Act, and the separate existence and organization of
Credit shall cease. Financial(herein sometimes referred to as the "Surviving
Corporation") shall be the surviving corporation and shall continue its
corporate existence under the laws of the State of Michigan and shall succeed
to all property, rights, assets, liabilities and obligations of Credit.
1.2. Effective Time. The merger of Credit into Financial shall become
effective at the close of business in Southfield, Michigan on December 31,
1995 (the "Effective Time").
ARTICLE II
ARTICLES OF INCORPORATION; BY-LAWS;
BOARD OF DIRECTORS; OFFICERS
2.1 Articles of Incorporation. The Articles of Incorporation of
Financial in effect immediately prior to the Effective Time shall continue as
the Articles of Incorporation of the Surviving Corporation.
2.2 By-Laws. The By-Laws of Financial as in effect immediately prior
to the Effective Time shall continue as the By-Laws of the Surviving
Corporation.
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2.3 Directors and Officers. The directors and officers of Financial
immediately prior to the Effective Time shall continue as the directors and
officers of the Surviving Corporation, to hold office subject to the Articles
of Incorporation and By-Laws of the Surviving Corporation and the Michigan
Business Corporation Act.
ARTICLE III
CONVERSION OF SHARES OF STOCK
3.1. Conversion of Shares. At the Effective Time:
(a) Common Stock of Financial. Each share of Common Stock issued
and outstanding at the Effective Time shall be and continue to be an issued
and outstanding share of Common Stock of the Surviving Corporation.
(b) Common Stock of Credit. Each share of Common Stock of Credit
issued and outstanding at the Effective Time shall be surrendered to the
Surviving Corporation and canceled, and no cash or securities or other
property shall be issued in respect thereof.
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ARTICLE IV
MISCELLANEOUS
4.1 Termination. This Plan of Merger and all obligations hereunder
may be terminated and abandoned at any time prior to the Effective Time by the
mutual consent of the Boards of Directors of Financial and Credit.
4.2 Counterparts. This Plan of Merger may be executed in one or more
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Plan of
Merger to be executed by its duly authorized officers as of the date first
above written.
ATTEST: CHRYSLER FINANCIAL CORPORATION
By: /s/ R. A. Link By: /s/ Darrell L. Davis
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ATTEST: CHRYSLER CREDIT CORPORATION
By: /s/ R. A. Link By: /s/ Darrell L. Davis
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