KRS 304.37-555: Plan of reorganization.

The reorganizing or merging insurer shall file a plan of reorganization, approved by the

affirmative vote of a majority of its board of directors, for review and approval by the

commissioner. The plan shall provide the following:

(1) Establishing a mutual insurance holding company with at least one (1) stock

insurance company subsidiary or one (1) wholly owned intermediate holding

company with a stock insurance subsidiary, the shares of which shall be held

exclusively by the wholly owned intermediate holding company;

(2) Protecting the immediate and long term interests of existing policyholders;

(3) Ensuring immediate membership in the mutual insurance holding company of all

existing policyholders of the reorganizing domestic mutual insurance company;

(4) Providing for membership interest of future policyholders;

(5) Describing the number of members of the board of directors of the mutual insurance

holding company required to be policyholders;

(6) Demonstrating that, in the event of proceedings under Subtitle 33 of KRS Chapter

304 involving a stock insurance company subsidiary of the mutual insurance

holding company which resulted from the reorganization of a domestic mutual

insurance company, the assets of the mutual insurance holding company will be

available to satisfy the policyholder obligations of the stock insurance company;

(7) Describing how any accumulation or prospective accumulation of earnings by the

mutual insurance holding company, which is or would be in excess of that

determined by the board of directors of the mutual insurance holding company to be

necessary, shall inure to the exclusive benefit of the policyholders of its insurance

company subsidiaries who are members;

(8) Describing the nature and content of the annual report and financial st atement to be

sent to each member;

(9) Describing the applicant's plan for a stock offering in accordance with the

provisions of KRS 304.37-570; and

(10) Describing other relevant matters the applicant deems appropriate.