KRS 304.37-500: Definitions for KRS 304.37-500 to 304.37-580.

The following definitions shall apply to KRS 304.37-500 to 304.37-580:

(1) "Interested person" means:

(a) Any affiliated person of a company;

(b) Any member of the immediate family of any natural person who is an

affiliated person of a company;

(c) Any person or partner or employee of any person who at any time since the

beginning of the last two (2) completed fiscal years of a company has acted as

legal counsel for the company; or

(d) Any natural person whom the commissioner by order shall have determined to

be an interested person by reason of having had, at any time since the

beginning of the last two (2) completed fiscal years of a company, a material

business or professional relationship with a company or with the principal

executive officer of the company;

(2) "Intermediate holding company" means a holding company which is a subsidiary of

a mutual insurance holding company and which either directly or through a

subsidiary intermediate holding company has one (1) or more subsidiary

reorganized insurance companies of which a majority of the voting shares of the

capital stock would otherwise have been required by KRS 304.37 -505, to be at all

times owned by the mutual insurance holding company. The commissioner shall

have jurisdiction over an intermediate ho lding company as if it were a mutual

insurance holding company;

(3) "Majority of the voting shares of the capital stock of the reorganized insurance

company" means shares of the capital stock of the reorganized insurance company

which carry the right to ca st a majority of the votes entitled to be cast by all of the

outstanding shares of the capital stock of the reorganized insurance company for the

election of directors and on all other matters submitted to a vote of the shareholders

of the reorganized insu rance company. The ownership of a majority of the voting

shares of the capital stock of the reorganized insurance company which are required

by KRS 304.37 -505 to be held by the mutual insurance holding company may be

held by indirect ownership through one (1) or more intermediate holding companies

in a corporate structure approved by the commissioner, provided, however, that

indirect ownership through one (1) or more intermediate holding companies shall

not result in the mutual insurance holding company own ing less than the equivalent

of a majority of the voting shares of the capital stock of the reorganized insurance

company;

(4) "Mutual insurance holding company" means a holding company organized on the

mutual plan and incorporated under the laws of Kentuc ky, resulting from the

reorganization of a domestic mutual insurance company in accordance with KRS

304.37-505 and 304.37-510, with one (1) or more stock insurance holding company

subsidiaries or stock insurance company subsidiaries;

(5) "Plan of reorganiz ation" means a plan to reorganize a domestic mutual insurance

company by forming a mutual insurance holding company; and

(6) "Stock offering" means any proposed sale, exchange, transfer, or other change of

ownership of stock or of securities convertible in to or exchangeable or exercisable

for stock; including but not limited to an initial public offering, private equity

placement, or grants of stock options and other equity based compensation. For

purposes of KRS 304.37 -570, 304.37 -575, and 304.37 -580, "sto ck offering" shall

not mean:

(a) An offering of preferred stock which is not convertible or exchangeable into

common stock and which has no ordinary voting rights; or

(b) A transfer of stock between a mutual insurance holding company, an

insurance company subsidiary of a mutual holding company, and an insurance

company subsidiary of an intermediate holding company subsidiary to a

mutual holding company.