§ 8001. Definitions. As used in this article, the following terms
shall have the following meanings:

(a) "Adoption date" means the date the board of directors of the
mutual life insurer adopts the plan of reorganization.

(b) "Beneficial ownership" with respect to any security, means the
sole or shared power to vote or direct the voting of, such security
and/or the sole or shared power to dispose or direct the disposition of
such security.

(c) "Effective date" means, in the case of the reorganization of a
mutual life insurer, the date upon which the reorganization of the
mutual life insurer shall be effective in accordance with section eight
thousand nine of this article as a result of reorganization proceedings
pursuant to this article.

(d) "Member" with reference to a mutual life insurer, means a person
who, by the records of the mutual life insurer, is deemed to be the
"policyholder" of a policy or annuity contract which is of a type
described in paragraph one, two or three of subsection (a) of section
one thousand one hundred thirteen of this chapter for purposes of
paragraph three of subsection (a) of section four thousand two hundred
ten of this chapter. On and after the effective date of a plan of
reorganization that creates a mutual holding company, the term "member"
means a member of such mutual holding company as provided in subsection
(c) of section eight thousand seventeen of this article.

(e) "Membership interests" means, with reference to an institution
that is a mutual life insurer or a mutual holding company, the rights as
members arising under the charter of such institution or this chapter or
otherwise by law including the rights to vote and to participate in any
distribution of the surplus of such institution, whether or not incident
to a liquidation thereof. The term "membership interests" does not
include rights expressly conferred upon the policyholders by their
policies or contracts (including the right to participate in the
distribution of surplus) other than the right to vote.

(f) "Mutual holding company" means a corporation organized under
section eight thousand seventeen of this article.

(g) "Mutual life insurer" means a domestic mutual life insurer.

(h) "Offer" includes every offer to buy or acquire, solicitation of an
offer to sell, tender offer for, or request or invitation for tenders of
a security or interest in a security for value.

(i) "Outside director" means a director:

(1) who is not an officer, employee or consultant of the mutual
holding company, any stock holding company, the reorganized insurer or
any other subsidiary of the mutual holding company or any stock holding
company;

(2) who does not directly or indirectly own, control or hold one
percent or greater of the voting securities of any stock holding
company, the reorganized insurer or any other subsidiary of the mutual
holding company or any stock holding company; and

(3) who is not a director, officer or employee of any person except
the mutual holding company or any stock holding company that directly or
indirectly owns, controls or holds such percentage of such voting
security.

Lesser amounts of ownership of voting securities other than those
provided for in this subsection may be approved by the superintendent as
a component of the mutual holding company's plan of reorganization
pursuant to this article.

(j) "Person" means an individual, partnership, firm, association,
corporation, joint-stock company, limited liability company, limited
liability partnership, trust, government or governmental agency, state
or political subdivision thereof, public or private corporation, board,
association, estate, trustee or fiduciary, any similar entity or any
combination of the foregoing acting in concert.

(k) "Plan of reorganization" or "plan" means a plan adopted by a
mutual life insurer in compliance with this article.

(l) "Policyholder" means a person, as determined by the records of the
reorganizing insurer or reorganized insurer, who is deemed to be the
"policyholder" of a policy or annuity contract which is of a type
described in paragraph one, two or three of subsection (a) of section
one thousand one hundred thirteen of this chapter for purposes of
paragraph three of subsection (a) of section four thousand two hundred
ten of this chapter.

(m) "Public offering" means a stock offering required to be registered
pursuant to the Securities Act of 1933, United States Code, Title 15,
Section 77e.

(n) "Reorganized insurer" means the stock life insurer into which a
mutual life insurer has been reorganized in accordance with the
provisions of this article.

(o) "Reorganizing insurer" means, in the case of a plan of
reorganization of a mutual life insurer under this article, the mutual
life insurer that is reorganizing pursuant to such plan.

(p) "Stock holding company" means a corporation incorporated under the
laws of any jurisdiction in the United States, at least fifty-one
percent of the voting stock of which is owned, directly or through
another stock holding company, by a mutual holding company and which
holds, directly or indirectly, voting stock in at least one reorganized
insurer.

(q) "Voting security" includes voting securities as defined in
paragraph forty-five of subsection (a) of section one hundred seven of
this chapter, any reorganization certificate or subscription (including
subscription rights issued pursuant to a plan of reorganization), or any
security convertible (with or without consideration) into any such
security, or carrying any warrant or right to subscribe for or purchase
any such security, or any such warrant or right.

(r) "Voting stock" means capital stock that constitutes voting
securities as defined in paragraph forty-five of subsection (a) of
section one hundred seven of this chapter. All references in this
article to a specified percentage of the voting stock of any person
shall mean securities having the specified percentage of the voting
power in such person for the election of directors, trustees or
management of such person other than securities having such power only
by reason of the happening of a contingency.