Okla. Stat. tit. 36, § 36-660.4: Reorganization plan — requirements

A plan of reorganization of a domestic mutual insurer shall

include all of the following:

1. A statement of the reasons for the proposed action;

2. A description of how the plan will be carried out, including

any transaction included within the plan and a description of any

mutual holding company, intermediate stock holding company or other

corporation organized pursuant to the plan;

3. A description of all significant terms of the

reorganization;

4. New or revised intercompany agreements;

5. A description of the overall effect of the plan on policies

issued by the converting mutual insurer. The description must show

that policyholder interests collectively are properly preserved and

protected and that the plan is fair and equitable to the

policyholders;

6. The record date for determining whether a member of the

converting mutual insurer is an eligible member;

7. The proposed effective date of the reorganization or the

manner in which the proposed effective date of the reorganization is

established;

8. The proposed amendments to or restatement of the articles of

incorporation and bylaws of the converting mutual insurer and the

proposed articles of incorporation and bylaws of any mutual holding

company, intermediate stock holding company or other corporation

organized pursuant to the plan;

9. A description of any plans for the initial sale of voting

stock to third parties by the converted stock insurer or any

intermediate stockholding company, or a statement that the converted

stock insurer or intermediate stock holding company has no current

plans for the sale of voting stock;

10. The intention, if any, that a director or officer of the

converting mutual insurer, mutual holding company, intermediate

stock holding company or other corporation organized pursuant to the

plan, within the six-month period following the effective date of

the conversion or reorganization, may purchase or acquire shares of

capital stock or other securities of an issuer to be issued pursuant

to the plan; and

11. A provision that all policies in force on the effective

date of the conversion or reorganization will remain in force under

the terms of those policies and that on the effective date of the

reorganization, any voting rights of the members provided for under

the policies or under this title are extinguished.