§ 8017. Requirements applicable to a mutual holding company. (a) The
following provisions of this article are applicable to a mutual holding
company:

(1) the following provisions of article twelve of this chapter shall
apply to a mutual holding company as though it were a domestic mutual
insurer: section one thousand two hundred one of this chapter to the
extent provided in subsection (c) of this section and sections one
thousand two hundred two, one thousand two hundred six, one thousand two
hundred eight, one thousand two hundred nine, one thousand two hundred
twelve and one thousand two hundred fifteen through one thousand two
hundred nineteen of this chapter;

(2) the provisions of the business corporation law that are applicable
to a domestic mutual life insurer shall apply to a mutual holding
company as though it were a domestic mutual insurer; and

(3) the provisions of section four thousand two hundred ten of this
chapter applicable to a domestic mutual life insurer shall be applied to
a mutual holding company as though its members were voting policyholders
of a mutual life insurer.

(b) A mutual holding company shall not dissolve, liquidate or wind up
and dissolve except through proceedings under section eight thousand
nineteen of this article, article seventy-four of this chapter for the
liquidation or dissolution of the reorganized insurer or as the
superintendent may otherwise approve. In the event any proceedings are
instituted under article seventy-four of this chapter for the complete
liquidation of reorganized insurer pursuant to this article:

(1) the mutual holding company formed as part of such reorganization
shall automatically become a party to such proceedings;

(2) all of the mutual holding company's assets (including its holdings
of shares in the reorganized insurer or any stock holding company) shall
be deemed assets of the estate of the domestic stock life insurer to the
extent necessary to satisfy claims of persons who have class one, class
two, class three or class four claims under subsection (a) of section
seven thousand four hundred thirty-five of this chapter with respect to
such domestic stock life insurer; and

(3) members of the mutual holding company shall be deemed to hold
class eight claims with respect to the mutual holding company under
subsection (a) of section seven thousand four hundred thirty-five of
this chapter.

(c) The charter of the mutual holding company shall be filed with the
superintendent and shall contain the matters required to be contained in
the charter of a domestic mutual life insurer by section one thousand
two hundred one of this chapter, except that the name of the mutual
holding company shall contain the word "mutual" and shall not contain
the word "insurance," "assurance" or "annuity" and the company's powers
shall not include doing an insurance business. The charter shall contain
provisions stating that:

(1) it is a mutual holding company organized under this article;

(2) a purpose shall be to hold, directly or through one or more stock
holding companies, not less than fifty-one percent of the voting stock
of a reorganized insurer;

(3) it shall not be authorized to issue voting stock;

(4) it shall not be authorized to conduct any business other than that
of a holding company, except for the acquisition, ownership, management
and disposition of its assets and all actions reasonably incident
thereto; and

(5) it shall have members having the rights specified in this section
and section eight thousand ten of this article and in its charter and
by-laws. The charter shall also contain provisions setting forth any
rights of members of the mutual holding company in the surplus of the
mutual holding company.

(d) At least two-thirds of the directors of the mutual holding company
and of any stock holding company, all of the members of the compensation
committee of the board of directors of the mutual holding company and of
any stock holding company, at least two-thirds of the members of any
committee responsible for making decisions affecting the capital
structure or mergers and acquisitions, and a majority of the directors
on each other committee of the board of directors of the mutual holding
company and any stock holding company shall be outside directors. The
aggregate percentage of voting securities of the reorganized insurer
directly or indirectly owned, controlled or held with the power to vote,
either personally or by persons (other than the mutual holding company
and any stock holding company) of which they are directors, officers or
employees, by outside directors, shall not exceed three percent or such
lesser percentage as may be determined by the superintendent in his or
her approval of the mutual holding company's plan of reorganization
pursuant to this article. The by-laws of the mutual holding company and
any stock holding company shall provide that the affirmative vote of at
least two-thirds of the board of directors of such company shall be
required for any action by such company to adopt a plan of conversion
pursuant to section eight thousand nineteen of this article, enter into
a merger, conduct a public offering or authorize the issuance of any
voting stock or security convertible into voting stock of the
reorganized insurer or the stock holding company to any person other
than the mutual holding company or the stock holding company.

(e) The superintendent may, by regulation, require a mutual holding
company to file annual statements with the superintendent in such form
as the superintendent shall prescribe.

(f) With the written approval of the superintendent, and subject to
the conditions that the superintendent may impose, a mutual holding
company or stock company may:

(1) merge or consolidate with, or acquire the assets of, a mutual
holding company organized pursuant to this article or pursuant to the
laws of another state;

(2) either alone or together with one or more of the reorganized
insurer, any stock holding companies or any subsidiaries of any of them,
merge or consolidate with or acquire the assets of a mutual life
insurer;

(3) merge or consolidate with any other person.

(g) A mutual holding company may also acquire the capital stock or
assets of other persons.

(h) A member of a mutual holding company is not, as a member,
personally liable for the acts, debts, liabilities or obligations of the
company. No assessment of any kind may be imposed upon the members of a
mutual holding company by the board of directors, members or creditors
of the mutual holding company or because of any liability of any company
owned or controlled, in whole or in part, directly or indirectly, by the
mutual holding company or because of any act, debt or liability of the
mutual holding company.

(i) A membership interest in a mutual holding company shall not
constitute a security under the laws of this state.

(j) The superintendent shall retain jurisdiction over any mutual
holding company organized pursuant to this article.

(k) Directors of the mutual holding company shall be elected by a
majority vote of all members who vote in such election in person or by
proxy. If the reorganized insurer takes any action (other than election
of its directors) that would require a vote of policyholders if the
reorganized insurer were a mutual life insurer, then such action shall
require a vote of members of the mutual holding company.