§ 1207. Options for the purchase of shares. (a) Notwithstanding any
provision of the business corporation law, but subject to any provision
in respect thereto set forth in its certificate of incorporation, or
other certificate filed pursuant to law, a domestic stock insurance
company, other than as described in subsection (d) of this section, may,
with the consent of a majority of its shares entitled to vote thereon,
provide and carry out a plan to issue options solely to its officers or
employees for the purchase of any of its authorized but unissued shares
for such consideration, value or benefit and upon such terms and
conditions as may be fixed by the board of directors. In addition, a
domestic stock life insurance company may provide and carry out a plan
to issue such options only upon the recommendation by a committee of its
board of directors pursuant to subsection (b) of section one thousand
two hundred two of this article and approved by its board of directors.
Any such plan must provide that:

(1) the company's right or power to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, or to merge or consolidate, or dissolve, liquidate, sell, or
transfer all or any part of its business or assets shall not be
affected;

(2) the number of shares on which options may be granted, excluding
shares involved in the unexercised portions of any cancelled, terminated
or expired options, shall not exceed, in the aggregate, five percent of
the company's authorized shares;

(3) the number of shares for which option rights may be granted to any
individual under all options issued to him shall not exceed ten percent
of the total number of shares authorized to be optioned;

(4) the option price of the shares shall not be less than eighty-five
percent of the fair market value of such shares at the time the option
is granted and shall not be less than their par value;

(5) the option shall not be transferable except by will or the laws of
descent and distribution; and

(6) the option shall not be exercisable after ten years from the date
the option is granted.

(b) In the absence of fraud in the transaction, the judgment of the
board of directors shall be conclusive as to the consideration, value or
benefit, tangible or intangible, received or to be received by the
company for the issuance of options to purchase its shares and the
adequacy and sufficiency thereof. The required shareholders' consent may
be given by vote at a shareholders' meeting held on notice prescribed by
section six hundred five of the business corporation law, stating its
object, or in writing signed by all shareholders having such voting
rights.

(c) Any company, other than a company described in subsection (d) of
this section, proposing any plan to issue options to purchase its shares
under this section shall, not less than thirty days before the
shareholders' meeting at which the plan is to be voted upon, submit to
the superintendent a copy of the plan for his approval. Upon approval
of the plan by the shareholders, a certificate evidencing their
approval, subscribed by the secretary and affirmed by him as true under
the penalties of perjury, and under the company's seal, shall be filed
in the office of the superintendent. The plan shall be approved by the
superintendent if he is satisfied it is fair and equitable to the
company's policyholders and not inconsistent with law, and that no
reasonable objection exists thereto. If the superintendent shall refuse
to approve such plan, notification of such refusal, assigning the
reasons therefor, shall, within ten days from the date of filing such
certificate, be given in writing by such superintendent to the company.
No such plan shall take effect until the superintendent approves as
herein provided.

(d) A domestic stock life insurance company which is not directly or
indirectly a subsidiary of a domestic mutual life insurance company,
upon approval of the plan by the shareholders, shall file in the office
of the superintendent a certificate evidencing their approval,
subscribed by the secretary and affirmed by him as true under the
penalties of perjury, and under the company's seal.