§ 8002. Reorganization of mutual life insurer through formation of a
mutual holding company; contents of plan. (a) A mutual life insurer
having on the adoption date admitted assets of less than ten billion
dollars may be reorganized as a domestic stock life insurer with a
mutual holding company by complying with the requirements of this
article.

(b) The plan of reorganization shall contain provisions for:

(1) the reorganizing insurer becoming a domestic stock life insurer;

(2) the formation of a mutual holding company;

(3) the members of the reorganizing insurer becoming members of the
mutual holding company with membership interests therein, and the
membership interests in the reorganizing insurer being extinguished; and

(4) at least fifty-one percent of the voting stock issued by the
reorganized insurer being acquired and held, directly or through one or
more stock holding companies, by the mutual holding company.

(5) the general terms for the establishment of the closed block or an
alternative provision under subsection (b) of section eight thousand
three of this article and the proposed dividend policy under subsection
(a) of section eight thousand three of this article; and

(6) a plan of operation for the reorganized insurer including
financial projections for a three-year period and a statement indicating
its intentions with regard to issuing any nonparticipating business.

(c) The plan of reorganization shall provide that the reorganization
will not change premiums or reduce policy benefits, values or guarantees
or other policy obligations of the mutual life insurer, provided that
the plan of reorganization may provide that the reorganized insurer will
be able to make such changes and reductions as would be permitted under
this chapter if the mutual life insurer were not a reorganizing insurer
under this article.

(d) The plan may provide for the formation of one or more stock
holding companies.

(e) The plan shall include the following as exhibits:

(1) the proposed charters or certificates of incorporation of the
reorganized insurer, the mutual holding company and any stock holding
company or companies; and

(2) the proposed by-laws of the reorganized insurer, the mutual
holding company and any stock holding company or companies.