§ 8019. Conversion of mutual holding company. (a) A mutual holding
company may reorganize in accordance with a plan of reorganization which
is fair and equitable to the company's members and is:

(1) adopted by action of three-fourths of its entire board of
directors;

(2) approved by the superintendent if found by the superintendent to
be fair and equitable to the company's members after a hearing held upon
notice to the company's members; and, thereafter,

(3) adopted by the affirmative vote of two-thirds of all votes cast by
members of the company entitled to vote, after notice being given to all
members entitled to vote. The mutual holding company shall give written
notice stating the date, time and place for voting on such proposal to
members entitled to notice of and to vote on the proposal in accordance
with this section, sent by mail or electronic transmission to the last
known mailing or electronic addresses of such policyholders as shown on
the records of the mutual holding company. Such notice shall be sent at
least thirty days before the date of the proposed vote to approve the
plan of reorganization. Such notice may be combined with notice of the
hearing required by paragraph two of this subsection. Such notice shall
be preceded or accompanied by a true and correct copy of the plan, or by
a summary thereof approved by the superintendent, and such other
explanatory information as the superintendent shall approve or require.

(b) A plan of reorganization pursuant to subsection (a) of this
section shall provide for the membership interests in the mutual holding
company being extinguished and may provide either for:

(1) the conversion of the mutual holding company into a stock
corporation, in which event consideration distributed shall be equal to
that required under section seven thousand three hundred twelve of this
chapter or such other law governing the demutualization of mutual life
insurers as may then be in effect; or

(2) the distribution to eligible members of the mutual holding company
of consideration consisting of all assets of the mutual holding company
including all stock of the reorganized insurer or any stock holding
company owned by the mutual holding company, or other consideration
having equivalent aggregate value, which may be in the form of cash,
securities of any institution, additional insurance or annuity benefits
or policy credits, increased dividends or other consideration, all such
consideration being allocated among eligible members of the mutual
holding company in a manner that is fair and equitable to the company's
members.

(c) If no closed block of participating policies and contracts was
established or alternative provision was approved pursuant to section
eight thousand three of this article when the mutual holding company was
established or thereafter, then the plan of reorganization of the mutual
holding company pursuant to subsection (a) of this section shall provide
for the establishment of such a closed block or alternative provision
upon a reorganization of the mutual holding company under this section.
Any such closed block or alternative provisions shall be subject to
subsection (b) of section eight thousand three of this article. However,
if a closed block of participating policies and contracts was
established or alternative provision was approved pursuant to subsection
(b) of section eight thousand three of this article when the mutual
holding company was established or thereafter, then no such closed block
or alternative provision shall be required upon a reorganization of the
mutual holding company under this section.