KRS 304.24-370: Conversion of stock insurer to ordinary business corporation.

A domestic stock insurer may convert to a Kentucky ordinary business corporation

through the following procedures:

(1) The insurer shall give the commissioner written notice of its intent to convert to an

ordinary business corporation;

(2) The insurer shal l bulk reinsure all of its insurance, if any, in force, with another

authorized insurer under a bulk reinsurance agreement approved by the

commissioner as provided in KRS 304.24 -420. The agreement of bulk reinsurance

may be made contingent upon approval of stockholders as provided in subsection

(4) of this section;

(3) The insurer shall set aside funds in a special reserve in such amount and subject to

such administration as may be found by the commissioner to be reasonable and

adequate for the purpose, for payment of all obligations, if any, of the insurer

incurred by it and remaining unpaid under its insurance contracts prior to the

effective date of such bulk reinsurance, or make other reasonable disposition

satisfactory to the commissioner for such payment;

(4) The proposed conversion shall be approved by affirmative vote of not less than two-

thirds (2/3) of each class of outstanding securities of the insurer having voting

rights, at a special meeting of holders of such securities called for the purpose; and

at such meeting and by a like vote the certificate of organization of the corporation

shall be amended to remove therefrom the power to transact an insurance business

as an insurer, to provide for such new powers and purposes authorized by the

general corporation laws of this state as may be consistent with the purposes for

which the corporation is thereafter to exist, and to make such further alterations in

the certificate of organization as may be required under such general corporation

laws of an ordinary business corporation;

(5) Security holders of the corporation who dissent from such proposed conversion

shall have the same applicable rights as exist under such general corporation laws

with respect to dissent from a proposed merger of the corporation; and

(6) Upon compliance with subsections (1) to (4) of this section, inclusive, and upon

filing of the amendment of the certificate of organization with the commissioner

and otherwise as required by laws applicable to ordinary business corporations, th e

conversion shall thereupon become effective.