§ 8018. Other requirements applicable to a stock holding company and a
mutual holding company. (a) From and after the effective date of the
plan, the mutual holding company shall hold, directly or through one or
more stock holding companies, at least fifty-one percent of the issued
and outstanding voting stock of the reorganized insurer. The reorganized
insurer and any stock holding company may issue to the mutual holding
company and to other persons securities, including voting stock,
non-voting stock and securities convertible into voting or non-voting
stock, provided that, such issuance and the terms of such issuance shall
have received the prior approval of the superintendent, who shall
consider the interests of the mutual holding company and its members and
who may require that, at the time of such issuance, consideration be
distributed to members. For purposes of the fifty-one percent
limitation, any issued and outstanding securities of the reorganized
insurer or any stock holding company that are convertible into voting
stock shall be considered issued and outstanding voting stock.

(b) A mutual holding company and any stock holding company shall each
be deemed to be a "holding company" of the reorganized insurer within
the meaning of article fifteen of this chapter, and all provisions of
article fifteen of this chapter shall apply to transactions occurring
between the mutual holding company, the stock holding company and the
reorganized insurer. Approval of the plan of reorganization by the
superintendent pursuant to this article shall constitute approval of the
acquisition of control by a mutual holding company and any stock holding
company under section one thousand five hundred six of this chapter, the
registration by the reorganized insurer as a controlled insurer under
section one thousand five hundred three of this chapter and notice of
the acquisition of shares of the reorganized insurer under section four
thousand two hundred three of this chapter.

(c) Outside directors of the mutual holding company, a stock holding
company or the reorganized insurer shall not own beneficially, in the
aggregate, more than three percent of the voting stock of the stock
holding company or the reorganized insurer.

(d) In no event shall any person, directly or indirectly, offer to
acquire or acquire in any manner beneficial ownership of more than
fifteen percent of any class of voting securities of the reorganized
insurer, any stock holding company or any other institution which owns
directly or indirectly a majority or all of the voting securities of the
reorganized insurer without the prior approval of the superintendent.

(e) Any issuance of voting stock or securities convertible into voting
stock or options for the purchase of voting stock of the reorganized
insurer or the stock holding company prior to an initial public
offering, private equity placement, or the issuance of public or private
voting stock or securities convertible into voting stock of the
reorganized insurer or stock holding company or any other type of
capital raised shall be subject to the approval of the superintendent as
to the proposed valuation of such stock or securities, the
superintendent may impose conditions upon such approval, and all
expenses of the superintendent's review, including without limitation
those of outside consultants in reviewing such proposed valuation, shall
be borne by the issuing company.

(f) In the event of an initial public offering, a stock holding
company or reorganized insurer may not repurchase capital stock within
one year following the date of such initial public offering, except that
repurchases of no greater than five percent of the outstanding stock may
be repurchased during this one year period without the approval of the
superintendent.

(g) In the event of any violation of this section, or of any action
which, if consummated, might constitute such a violation:

(l) all voting stock of the reorganized insurer, any stock holding
company, or the reorganized mutual holding company, acquired by any
person in excess of the maximum amount permitted to be acquired by such
person pursuant to this subsection shall be deemed to be non-voting
stock; and

(2) in addition to any other enforcement powers of the superintendent,
under this chapter, such violation or action may be enforced or
enjoined, as the case may be, by appropriate proceeding commenced on
behalf of the reorganized insurer, any stock holding company or, if
applicable, a reorganized mutual holding company, by the reorganized
insurer, the stock holding company, the mutual holding company or the
superintendent, the attorney general, any member of the mutual holding
company or, if applicable, a reorganized mutual holding company, or any
stockholder of the reorganized insurer, any stock holding company or the
reorganized mutual holding company in the supreme court in the judicial
district in which the reorganized insurer has its home office or in any
other court having jurisdiction, and such court may issue any order,
injunctive or otherwise, it finds necessary to cure such violation or to
prevent such action.