Okla. Stat. tit. 36, § 36-2126.4

insurers.

A. Application of Act. This act is applicable to all domestic

stock insurers having ten or more stockholders and to all persons

who shall solicit, or permit the use of his name to solicit, by mail

or otherwise, any proxy, consent or authorization in respect of any

stock of such insurer.

B. Proxies, consents and authorizations.

No domestic stock insurer, or any director, officer or employee

of such insurer subject to Paragraph A hereof, or any other person

shall solicit, or permit the use of his name to solicit, by mail or

otherwise, any proxy, consent or authorization in respect of any

stock of such insurer in contravention of this act or in

Oklahoma Statutes - Title 36. Insurance Page 637

contravention of rules and regulations prescribed by the Insurance

Commissioner.

C. Disclosure of equivalent information.

Unless proxies, consents or authorizations in respect of a stock

of a domestic insurer subject to Paragraph A hereof are solicited by

or on behalf of the management of such insurer from the holders of

record of stock of such insurer in accordance with this act prior to

an annual or other meeting, such insurer shall, in accordance with

this act and/or such further regulations as the Commissioner may

adopt, file with the Commissioner and transmit to all stockholders

of record information substantially equivalent to the information

which would be required to be transmitted if a solicitation were

made.

D. Definitions.

1. The definitions and instructions set out in Schedule SIS, as

promulgated by the National Association of Insurance Commissioners,

to the extent that they are not in conflict with this act, shall be

applicable for purposes of this act.

2. The terms "solicit" and "solicitation" for purposes of this

act shall include:

(a) any request for a proxy, whether or not

accompanied by or included in a form of proxy; or

(b) any request to execute or not to execute, or

to revoke, a proxy; or

(c) the furnishing of a proxy or other

communication to stockholders under circumstances reasonably

calculated to result in the procurement, withholding or revocation

of a proxy.

3. The terms "solicit" or "solicitation" shall not include:

(a) any solicitation by a person in respect of

stock of which he is the beneficial owner; (b) action by a broker or

other person in respect to stock carried in his name or in the name

of his nominee in forwarding to the beneficial owner of such stock

soliciting material received from the company, or impartially

instructing such beneficial owner to forward a proxy to the person,

if any, to whom the beneficial owner desires to give a proxy, or

impartially requesting instructions from the beneficial owner with

respect to the authority to be conferred by the proxy and stating

that a proxy will be given if the instructions are received by a

certain date.

(c) the furnishing of a form of proxy to a

stockholder upon the unsolicited request of such stockholder, or the

performance by any person of ministerial acts on behalf of a person

soliciting a proxy.

E. Information to be furnished to stockholders.

1. No solicitation subject to this act shall be made unless

each solicited is concurrently furnished or has previously been

Oklahoma Statutes - Title 36. Insurance Page 638

furnished with a written proxy statement which meets the

requirements and contains information specified and described in

Items 1 to 16 inclusive, as set forth in subparagraph (a) of this

subparagraph 1 and which are hereinafter referred to as Schedule A.
act shall be made unless

each solicited is concurrently furnished or has previously been

Oklahoma Statutes - Title 36. Insurance Page 638

furnished with a written proxy statement which meets the

requirements and contains information specified and described in

Items 1 to 16 inclusive, as set forth in subparagraph (a) of this

subparagraph 1 and which are hereinafter referred to as Schedule A.

(a) Schedule A. Information required in a proxy

statement is as follows:

Item 1. Revocability of proxy.

State whether or not the person giving the proxy has the power

to revoke it. If the right of revocation before the proxy is

exercised is limited or is subject to compliance with any formal

procedure, such limitation or procedure must be described.

Item 2. Dissenters' right of appraisal.

Outline briefly the rights of appraisal or similar rights of

dissenting stockholders with respect to any matter to be acted upon

and indicate any statutory procedure required to be followed by such

stockholders in order to perfect their rights. Where such rights

may be exercised only within a limited time after the date of the

adoption of a proposal, the filing of a charter amendment, or other

similar act, the proposal must state whether the person solicited

will be notified of such date.

Item 3. Persons making solicitations not subject to

Paragraph K.

(1) If the solicitation is made by the management of the

insurer, it must be so stated. The name of any director of the

insurer who has informed the management in writing that he intends

to oppose any action intended to be taken by the management and the

action which he intends to oppose must be stated.

(2) If the solicitation is made otherwise than by the

management of the insurer, the names and addresses of the persons by

whom and on whose behalf it is made and the names and addresses of

the persons by whom the cost of solicitation has been or will be

borne, directly or indirectly, must be stated.

(3) If the solicitation is to be made by specially engaged

employees or paid solicitors, (i) the material features of any

contract or arrangement for such solicitation, (ii) the identity of

the parties, and (iii) the cost or anticipated cost thereof must be

stated.

Item. 4. Interest of certain persons in matters to be

acted upon.

Describe briefly any substantial interest, direct or indirect,

by stockholdings or otherwise, of any director, nominee for election

for director, officer and, if the solicitation is made otherwise

than on behalf of management, each person on whose behalf the

solicitation is made, in any matter to be acted upon other than

elections to office.

Item. 5. Stocks and principal stockholders.

Oklahoma Statutes - Title 36. Insurance Page 639

(1) State, as to each class of voting stock of the insurer

entitled to be voted at the meeting, the number of shares

outstanding and the number of votes to which each class is entitled.

(2) Give the date as of which the record list of stockholders

entitled to vote at the meeting will be determined. If the right to

vote is not limited to stockholders of record on that date, the

conditions under which other stockholders may be entitled to vote

shall be indicated.

Item 6. Nominees and directors.

If action is to be taken with respect to the election of

directors furnish the following information, in tabular form to the

extent practicable, with respect to each person nominated for

election as a director and each other person whose term of office as

a director will continue after the meeting: (a) Name each such

person, state when his term of office or the term of office for

which he is a nominee will expire, and all other positions and

offices with the insurer presently held by him and indicate which

persons are nominees for election as directors at the meeting.
ed for

election as a director and each other person whose term of office as

a director will continue after the meeting: (a) Name each such

person, state when his term of office or the term of office for

which he is a nominee will expire, and all other positions and

offices with the insurer presently held by him and indicate which

persons are nominees for election as directors at the meeting.

(b) State his present principal occupation or employment and

give the name and principal business of any corporation or other

organization in which such employment is carried on. Furnish

similar information as to all of his principal occupations or

employments during the last five years, unless he is now a director

and was elected to his present term of office by a vote of

stockholders at a meeting for which proxies were solicited under

this act.

(c) If he is or has previously been a director of the insurer,

state the period or periods during which he has served as such.

(d) State, as of the most recent practicable date, the most

recent practicable date, the approximate amount of each class of

stock of the insurer or any of its parents, subsidiaries or

affiliates other than directors' qualifying shares, beneficially

owned directly or indirectly by him. If he is not the beneficial

owner of any such stocks make a statement to that effect.

Item 7. Remuneration and other transactions with

management and others.

Furnish the information reported or required in item one of

Schedule SIS under the heading "Information Regarding Management and

Directors" if action is to be taken with respect to (a) the election

of directors, (b) any remuneration plan, contract or arrangement in

which any director, nominee for election as a director, or officer

of the insurer will participate, (c) any pension or retirement plan

in which any such person will participate, or (d) the granting of

extension to any such person of any options, warrants or rights to

purchase any stocks, other than warrants or rights issued to

stockholders, as such, on a pro rata basis. If the solicitation is

made on behalf of persons other than the management information

Oklahoma Statutes - Title 36. Insurance Page 640

shall be furnished only as to Item IA of the aforesaid heading of

Schedule SIS.

Item 8. Bonus, profit sharing and other remuneration

plans.

If action is to be taken with respect to any bonus, profit

sharing, or other remuneration plan, of the insurer, furnish the

following information: (a) A brief description of the material

features of the plan, each class of persons who will participate

therein, the approximate number of persons in each such class, and

the basis of such participation.

(b) The amounts which would have been distributable under the

plan during the last calendar year to (1) each person named in item

seven of this schedule, (2) directors and officers as a group, and

(3) to all other employees as a group, if the plan had been in

effect.

(c) If the plan to be acted upon may be amended (other than by

a vote of stockholders) in a manner which would materially increase

the cost thereof to the insurer or to materially alter the

allocation of the benefits as between the groups specified in

paragraph (b), of this item the nature of such amendments must be

specified.

Item 9. Pension and retirement plans.

If action is to be taken with respect to any pension or

retirement plan of the insurer, furnish the following information:

(a) A brief description of the material features of the plan, each

class of persons who will participate therein, the approximate

number of persons in each such class, and the basis of such

participation.
ndments must be

specified.

Item 9. Pension and retirement plans.

If action is to be taken with respect to any pension or

retirement plan of the insurer, furnish the following information:

(a) A brief description of the material features of the plan, each

class of persons who will participate therein, the approximate

number of persons in each such class, and the basis of such

participation.

(b) State (1) the approximate total amount necessary to fund

the plan with respect to past services, the period over which such

amount is to be paid, and the estimated annual payments necessary to

pay the total amount over such period; (2) the estimated annual

payment to be made with respect to current services; and (3) the

amount of such annual payments to be made for the benefit of (i)

each person named in Item seven of this schedule, (ii) directors and

officers as a group, and (iii) employees as a group.

(c) If the plan to be acted upon may be amended (other than by

a vote of stockholders) in a manner which would materially increase

the cost thereof to the insurer or to materially alter the

allocation of the benefits as between the groups specified in

subparagraph (b) (3) of this item, the nature of such amendments

should be specified.

Item 10. Options, warrants, or rights.

If action is to be taken with respect to the granting or

extension of any options, warrants or rights (all referred to herein

as "warrants") to purchase stock of the insurer or any subsidiary or

affiliate, other than warrants issued to all stockholders on a pro

Oklahoma Statutes - Title 36. Insurance Page 641

rata basis, information must be furnished as follows: (a) The title

and amount of stock called for or to be called for, the prices,

expiration dates and other material conditions upon which the

warrants may be exercised, the consideration received or to be

received by the insurer, subsidiary or affiliate for the granting or

extension of the warrants and the market value of the stock called

for or to be called for by the warrants, as of the latest

practicable date.

(b) If known, state separately the amount of stock called for

or to be called for by warrants received or to be received by the

following persons, naming each such person: (1) each person named in

Item seven of this schedule, and (2) each other person who will be

entitled to acquire five percent (5%) or more of the stock called

for or to be called for by such warrants.

(c) If known, state also the total amount of stock called for

or to be called for by such warrants, received or to be received by

all directors and officers of the company as a group and all

employees, without naming them.

Item 11. Authorization or issuance of stock.

1. If action is to be taken with respect to the authorization

or issuance of any stock of the insurer, the title, amount and

description of the stock to be authorized or issued must be

furnished.

2. If the shares of stock are other than additional shares or

common stock of a class outstanding, furnish a brief summary of the

following, if applicable: dividend, voting, liquidation, preemptive,

and conversion rights, redemption and sinking fund provision,

interest rate and date of maturity.

3. If the shares of stock to be authorized or issued are other

than additional shares of common stock of a class outstanding, the

Commissioner may require financial statements comparable to those

contained in the annual report.

Item 12. Mergers, consolidations, acquisitions and similar

matters.

1. If the action is to be taken with respect to a merger,

consolidation, acquisition, or similar matter, furnish in brief

outline the following information:

(a) The rights of appraisal or similar rights of dissenters

with respect to any matters to be acted upon. Indicate any

procedure required to be followed by dissenting stockholders in

order to perfect such rights.

(b) The material features of the plan or agreement.
ken with respect to a merger,

consolidation, acquisition, or similar matter, furnish in brief

outline the following information:

(a) The rights of appraisal or similar rights of dissenters

with respect to any matters to be acted upon. Indicate any

procedure required to be followed by dissenting stockholders in

order to perfect such rights.

(b) The material features of the plan or agreement.

(c) The business done by the company to be acquired or whose

assets are being acquired.

(d) If available, the high and low sales prices for each

quarterly period within two years.

Oklahoma Statutes - Title 36. Insurance Page 642

(e) The percentage of outstanding shares which must approve the

transaction before it is consummated.

2. For each company involved in a merger, consolidation or

acquisition, the following financial statements should be furnished:

(a) A comparative balance sheet as of the close of the last two

fiscal years.

(b) A comparative statement of operating income and expenses

for each of the last two fiscal years and, as a continuation of each

statement, a statement of earning per share after related taxes and

cash dividends paid per share.

(c) A pro forma combined balance sheet and income and expenses

statement for the last fiscal year giving effect to the necessary

adjustments with respect to the resulting company.

Item 13. Restatement of accounts.

If action is to be taken with respect to the restatement of any

asset, capital, or surplus of the insurer, furnish the following

information:

(a) State the nature of the restatement and the date as of

which it is to be effective.

(b) Outline briefly the reasons for the restatement and for the

selection of the particular effective date.

(c) State the name and amount of each account affected by the

restatement and the effect of the restatement thereon.

Item. 14. Matters not required to be submitted.

If action is to be taken with respect to any matter which is

not required to be submitted to a vote of stockholders, state the

nature of such matter, the reason for submitting it to a vote of

stockholders and what action is intended to be taken by the

management in the event of a negative vote on the matter by the

stockholders.

Item 15. Amendment of charter, bylaws, or other documents.

If action is to be taken with respect to any amendment of the

insurer's charter, bylaws or other documents as to which information

is not required above, state briefly the reasons for and general

effect of such amendment and the vote needed for its approval.

Item 16. Additional information.

1. Additional information in such form and detail as the

Commissioner may prescribe or request shall be furnished and

included.

2. If the solicitation is made on behalf of the management of

the insurer and relates to an annual meeting of stockholders at

which directors are to be elected, each proxy statement furnished

pursuant to subsection one hereof shall be accompanied or preceded

by an annual report (in preliminary or final form) to such

stockholders containing such financial statements for the last

fiscal year as are referred to in Schedule SIS under the heading

"Financial Reporting to Stockholders." Subject to the foregoing

Oklahoma Statutes - Title 36. Insurance Page 643

requirements with respect to financial statements, the annual report

to stockholders may be in any form deemed suitable by the management

and approved by the Commissioner.

3. Two copies of each report sent to the stockholders pursuant

to this section shall be mailed to the Commissioner not later than

the date on which such report is first sent or given to stockholders

or the date on which preliminary copies of solicitation material are

filed with the Commissioner pursuant to subparagraph 1 of Paragraph

G, whichever date is later.

F. Requirements as to proxy.

1. The form of proxy (a) shall indicate in boldface type
rsuant

to this section shall be mailed to the Commissioner not later than

the date on which such report is first sent or given to stockholders

or the date on which preliminary copies of solicitation material are

filed with the Commissioner pursuant to subparagraph 1 of Paragraph

G, whichever date is later.

F. Requirements as to proxy.

1. The form of proxy (a) shall indicate in boldface type

whether or not the proxy is solicited on behalf of the management

(b) shall provide a specially designated blank space for dating the

proxy and (c) shall identify clearly and impartially each matter or

group of related matters intended to be acted upon, whether proposed

by the management, or stockholders. No reference need be made to

proposals as to which discretionary authority is conferred pursuant

to subparagraph 3 of this Paragraph F.

2. Means shall be provided in the proxy for the person

solicited to specify by ballot a choice between approval or

disapproval of each matter or group of related matters referred to

therein, other than elections to office. A proxy may confer

discretionary authority with respect to matters as to which a choice

is not so specified if the form of proxy states in boldface type how

it is intended to vote the shares or authorization represented by

the proxy in each such case.

3. A proxy may confer discretionary authority with respect to

other matters which may come before the meeting, provided the

persons on whose behalf the solicitation is made are not aware a

reasonable time prior to the time the solicitation is made that any

other matters are to be presented for action at the meeting and

provided further that a specific statement to that effect is made in

the proxy statement or in the form of proxy. A proxy may also

confer discretionary authority with respect to any proposal omitted

from the proxy statement and form of proxy pursuant to Paragraph H.

4. No proxy shall confer authority (a) to vote for the

election of any person to any office for which a bona fide nominee

is not named in the proxy statement, or (b) to vote at any annual

meeting other than the next annual meeting (or any adjournment

thereof) to be held after the date on which the proxy statement and

form of proxy are first sent or given to stockholders.

5. The proxy statement or form of proxy shall provide, subject

to reasonable specified conditions, that the proxy will be voted and

that where the person solicited specifies by means of ballot

provided pursuant to subparagraph 2 of this Paragraph F a choice

with respect to any matter to be acted upon, the vote will be in

accordance with the specifications so made.

Oklahoma Statutes - Title 36. Insurance Page 644

6. The information included in the proxy statement shall be

clearly presented and the statements made shall be divided into

groups according to subject matter, with appropriate headings. All

printed proxy statements shall be clearly and legibly presented.

G. Material required to be filed.

1. Two preliminary copies of the proxy statement and form of

proxy and any other soliciting material to be furnished to

stockholders concurrently therewith shall be filed with the

Commissioner at least ten days prior to the date definitive copies

of such material are first sent or given to stockholders, or such

shorter period prior to that date as the Commissioner may authorize

upon a written showing of good cause therefor.

2. Two preliminary copies of any additional soliciting

material relating to the same meeting or subject matter to be

furnished to stockholders subsequent to the proxy statements shall

be filed with the Commissioner at least two days (exclusive of

Saturdays, Sundays or holidays) prior to the date copies of this

material are first sent or given to stockholders or a shorter period

prior to such date as the Commissioner may authorize upon a written

showing of good cause therefor.
eeting or subject matter to be

furnished to stockholders subsequent to the proxy statements shall

be filed with the Commissioner at least two days (exclusive of

Saturdays, Sundays or holidays) prior to the date copies of this

material are first sent or given to stockholders or a shorter period

prior to such date as the Commissioner may authorize upon a written

showing of good cause therefor.

3. Two definitive copies of the proxy statement, form of proxy

and all other soliciting material, in the form in which this

material is furnished to stockholders, shall be filed with, or

mailed for filing to, the Commissioner not later than the date such

material is first sent or given to the stockholders.

4. Where any proxy statement, form of proxy or other material

filed pursuant to this act is amended or revised, two of the copies

shall be marked to clearly show such changes.

5. Copies of replies to inquiries from stockholders requesting

further information and copies of communications which do no more

than request that forms of proxy theretofore solicited be signed and

returned need not be filed pursuant to this section.

6. Notwithstanding the provisions of subparagraphs 1 and 2

hereof and of subparagraph 5 of Paragraph K, copies of soliciting

material in the form of speeches, press releases and radio or

television scripts may, but need not, be filed with the Commissioner

prior to use or publication. Definitive copies, however, shall be

filed with or mailed for filing to the Commissioner as required by

subparagraph 3 of this Paragraph G not later than the date such

material is used or published. The provisions of subparagraphs 1

and 2 of this Paragraph G and subparagraph 5 of Paragraph K shall

apply, however, to any reprints or reproductions of all or any part

of such material.

H. Proposals of stockholders.

Proposals of stockholders shall be presented in such form and

detail as may be approved by the Commissioner.

I. False or misleading statements.

Oklahoma Statutes - Title 36. Insurance Page 645

No solicitation subject to this act shall be made by means of

any proxy statement, form of proxy, notice of meeting, or other

communication, written or oral, containing any statement which at

the time and in the light of the circumstances under which it is

made, is false or misleading with respect to any material fact, or

which omits to state any material fact necessary in order to make

the statements therein not false or misleading or necessary to

correct any statement in any earlier communication with respect to

the solicitation of a proxy for the same meeting or subject matter

which has become false or misleading.

J. Prohibition of certain solicitations.

No person making a solicitation which is subject to this act

shall solicit any undated or postdated proxy or any proxy which

provides that it shall be deemed to be dated as of any date

subsequent to the date on which it is signed by the stockholder.

K. Special provisions applicable to election contests.

1. Applicability.

This Paragraph shall apply to any solicitation subject to this

act by any person or group for the purpose of opposing a

solicitation subject to this act by any other person or group with

respect to the election or removal of directors at any annual or

special meeting of stockholders.

2. Participant or participant in a solicitation.

(a) For purposes of this Paragraph the term "participant" and

"participant in a solicitation" include: (i) the insurer; (ii) any

director of the insurer, and any nominee for whose election as a

director proxies are solicited; (iii) any other person, acting alone

or with one or more persons, committees or groups, in organizing,

directing or financing the solicitation.

(b) For the purposes of this Paragraph K the terms

"participant" and "participant in a solicitation" do not include:
" include: (i) the insurer; (ii) any

director of the insurer, and any nominee for whose election as a

director proxies are solicited; (iii) any other person, acting alone

or with one or more persons, committees or groups, in organizing,

directing or financing the solicitation.

(b) For the purposes of this Paragraph K the terms

"participant" and "participant in a solicitation" do not include:

(i) a bank, broker or dealer who, in the ordinary course of

business, lends money or executes orders for the purchase or sale of

stock and who is not otherwise a participant; (ii) any person or

organization retained or employed by a participant to solicit

stockholders or any person who merely transmits proxy soliciting

material or performs ministerial or clerical duties; (iii) any

person employed in the capacity of attorney, accountant, or

advertising, public relations or financial adviser, and whose

activities are limited to the performance of his duties in the

course of such employment; (iv) any person regularly employed as an

officer or employee of the insurer or any of its subsidiaries or

affiliates who is not otherwise a participant; or (v) any officer or

director of, or any person regularly employed by any other

participant, if such officer, director, or employee is not otherwise

a participant.

3. Filing of required information.

Oklahoma Statutes - Title 36. Insurance Page 646

(a) No solicitation subject to this section shall be made by

any person other than the management of an insurer unless at least

five business days prior thereto, or such shorter period as the

Commissioner may authorize upon a written showing of good cause

therefor, there has been filed with the Commissioner, by or on

behalf of each participant in such solicitation, a statement in

duplicate containing the information specified and described in

Items 1 to 6 inclusive, as set forth in subparagraph (g) of this

subparagraph 3 and which are hereinafter referred to as Schedule B.

A copy of any material proposed to be distributed to stockholders in

furtherance of such solicitation also shall be filed as in this

subparagraph provided. Where preliminary copies of any materials

are filed, distribution to stockholders should be deferred until the

Commissioner's comments mailed within fourteen working days after

the filing have been received and complied with.

(b) Within five business days after a solicitation subject to

this Paragraph K is made by the management of an insurer, or such

longer period as the Commissioner may authorize upon a written

showing of good cause therefor, there shall be filed with the

Commissioner by or on behalf of each participant in such

solicitation, other than the insurer, and by or on behalf of each

management nominee for director, a statement in duplicate containing

the information specified by Schedule B.

(c) If any solicitation on behalf of management or any other

person has been made, or if proxy material is ready for

distribution, prior to a solicitation subject to this section in

opposition thereto, a statement in duplicate containing the

information specified in Schedule B shall be filed with the

Commissioner, by or on behalf of each participant in such prior

solicitation, other than the insurer, as soon as reasonably

practicable after the commencement of the solicitation in opposition

thereto.

(d) If, subsequent to the filing of the statements required by

paragraphs (a), (b) and (c) of this subparagraph 3, additional

persons become participants in a solicitation subject to this rule,

there shall be filed with the Commissioner, by or on behalf of each

such person, a statement in duplicate containing the information

specified by Schedule B, within three business days after such

person becomes a participant, or such longer period as the

Commissioner may authorize upon a written showing of good cause

therefor.
rsons become participants in a solicitation subject to this rule,

there shall be filed with the Commissioner, by or on behalf of each

such person, a statement in duplicate containing the information

specified by Schedule B, within three business days after such

person becomes a participant, or such longer period as the

Commissioner may authorize upon a written showing of good cause

therefor.

(e) If any material change occurs in the facts reported in any

statement filed by or on behalf of any participant, an appropriate

amendment to such statement shall be filed promptly with the

Commissioner.

(f) Each statement and amendment thereto filed pursuant to this

paragraph shall be part of the public files of the Commissioner.

Oklahoma Statutes - Title 36. Insurance Page 647

(g) Schedule B. Information to be included in statements filed

by or on behalf of a participant (other than the insurer) in a proxy

solicitation in an election contest is as follows:

Item 1. Insurer.

State the name and address of the insurer.

Item 2. Identity and background.

(a) State the following:

(1) Your name and business address. (2) Your present principal

occupation or employment and the name, principal business and

address of any corporation or other organization in which such

employment is carried on.

(b) State the following: (1) Your residence address.

(2) Information as to all material occupations, positions,

offices or employments during the last ten years, giving starting

and ending dates of each and the name, principal business and

address of any business corporation or other business organization

in which each such occupation, position, office or employment was

carried on.

(c) State whether or not you are or have been a participant in

any other proxy contest involving this company or other companies

within the past ten years. If so, identify the principals, the

subject matter and your relationship to the parties and the outcome.

(d) State whether or not, during the past ten years, you have been

convicted in a criminal proceeding (excluding traffic violations or

similar misdemeanors) and, if so, give dates, nature of conviction,

name and location of court, and penalty imposed or other disposition

of the case. A negative answer to this subitem need not be included

in the proxy statement or other proxy soliciting material.

Item 3. Interest in stock of the insurer.

(a) State the amount of each class of stock of the insurer

which you own beneficially, directly or indirectly.

(b) State the amount of each class of stock of the insurer

which you own of record but not beneficially.

(c) State with respect to the stock specified in (a) and (b)

the amounts acquired within the past two years, the dates of

acquisition and the amounts acquired on each date.

(d) If any part of the purchase price or market value of any of

the stock specified in paragraph (c) is represented by funds

borrowed or otherwise obtained for the purpose of acquiring or

holding such stock, so state and indicate the amount of the

indebtedness as of the latest practicable date. If such funds were

borrowed or obtained otherwise than pursuant to a margin account or

bank loan in the regular course of business of a bank, broker or

dealer, briefly describe the transaction, and state the names of the

parties.

(e) State whether or not you are a party to any contracts,

arrangements or understandings with any person with respect to any

Oklahoma Statutes - Title 36. Insurance Page 648

stock of the insurer, including but not limited to joint ventures,

loan or option arrangements, puts or calls, guarantees against loss

or guarantees of profits, division of losses or profits, or the

giving or withholding of proxies. If so name the persons with whom

such contracts, arrangements, or understanding exist and give the

details thereof.
ahoma Statutes - Title 36. Insurance Page 648

stock of the insurer, including but not limited to joint ventures,

loan or option arrangements, puts or calls, guarantees against loss

or guarantees of profits, division of losses or profits, or the

giving or withholding of proxies. If so name the persons with whom

such contracts, arrangements, or understanding exist and give the

details thereof.

(f) State the amount of stock of the insurer owned

beneficially, directly or indirectly, by each of your associates and

the names and address of each such associate.

(g) State the amount of each class of stock of any parent,

subsidiary or affiliate of the insurer which you own beneficially,

directly or indirectly.

Item 4. Further matters.

(a) Describe the time and circumstances under which you became

a participant in the solicitation and state the nature and extent of

your activities or proposed activities as a participant.

(b) Describe briefly, and where practicable state the

approximate amount of, any material interest, direct or indirect, of

yourself and of each of your associates in any material transactions

since the beginning of the company's last fiscal year, or in any

material proposed transactions, to which the company or any of its

subsidiaries or affiliates was or is to be a party.

(c) State whether or not you or any of your associates have any

arrangement or understanding with any person;

(1) With respect to any future employment by the insurer or its

subsidiaries or affiliates; or

(2) With respect to any future transactions to which the

insurer or any of its subsidiaries or affiliates will or may be a

party.

If so, describe such arrangement or understanding and state the

names of the parties thereto.

Item 5. Additional information.

Additional information in such form and detail as the

Commissioner may prescribe or request shall be furnished and

included.

Item 6. Signature.

The statement shall be dated and signed in the following

manner:

I certify that the statements made in this statement are

true, complete, and correct, to the best of my knowledge and belief.

______________ ____________________

(Date) (Signature of

participant or

authorized

representative)

4. Solicitations prior to furnishing required written proxy

statement.

Oklahoma Statutes - Title 36. Insurance Page 649

Notwithstanding the provisions of subparagraph 1 of Paragraph

5, a solicitation subject to this section may be made prior to

furnishing stockholders a written proxy statement containing the

information specified in Schedule A with respect to such

solicitation, provided that:

(a) The statements required by subparagraph 3 of this Paragraph

K are filed by or on behalf of each participant in such

solicitation.

(b) No form of proxy is furnished to stockholders prior to the

time the written proxy statement required by subsection one of

section five is furnished to such persons; provided, however, that

this paragraph (b) shall not apply where a proxy statement then

meeting the requirements of Schedule A has been furnished to

stockholders.

(c) At least the information specified in paragraphs (b) and

(c) of the statements required by subparagraph 3 of this Paragraph K

to be filed by each participant, or an appropriate summary thereof,

are included in each communication sent or given to stockholders in

connection with the solicitation.
oxy statement then

meeting the requirements of Schedule A has been furnished to

stockholders.

(c) At least the information specified in paragraphs (b) and

(c) of the statements required by subparagraph 3 of this Paragraph K

to be filed by each participant, or an appropriate summary thereof,

are included in each communication sent or given to stockholders in

connection with the solicitation.

(d) A written proxy statement containing the information

specified in Schedule A with respect to a solicitation is sent or

given stockholders at the earliest practicable date.

5. Solicitations prior to furnishing required written proxy

statement - Filing requirements.

Two copies of any soliciting material proposed to be sent or

given to stockholders prior to the furnishing of the written proxy

statement required by subparagraph 1 of Paragraph E shall be filed

with the Commissioner in preliminary form at least five business

days prior to the date definitive copies of such material are first

sent or given to such persons, or shorter period as the Commissioner

may authorize upon a written showing of good cause therefor.

6. Application of Paragraph K to report.

Notwithstanding the provisions of subparagraphs 2 and 3 of

Paragraph E, two copies of any portion of the report referred to in

subparagraph 2 of Paragraph E which comments upon or refers to any

solicitation subject to this Paragraph, or to any participant in any

such solicitation, other than the solicitation by the management,

shall be filed with the Commissioner as proxy material subject to

this regulation. Such portion of the report shall be filed with the

Commissioner in preliminary form at least five business days prior

to the date copies of the report are first sent or given to

stockholders.

L. Fee imposed on insurers - Purpose - Dedication

For the purpose of carrying into effect the provisions of this

Act, there is hereby levied upon each insurer subject to this Act,

an annual fee of One Hundred Dollars ($100.00). Such fee shall be

due and payable on October 1, 1965, and on July 15 of each

Oklahoma Statutes - Title 36. Insurance Page 650

succeeding year and shall be paid to the Insurance Commissioner. All

moneys collected by the Commissioner from the fees herein provided

for, shall be deposited with the State Treasurer, who shall place

the same to the credit of the Insurance Commissioner, in a

depository fund to be known as the "Solicitations and Trading

Regulatory Fund", under and subject exclusively to the control of

the Commissioner for the purpose of fulfilling and accomplishing the

conditions and purposes of this Act. The Commissioner shall employ

and fix the salaries of such employees as are necessary to carry out

the purpose of this Act and the administration thereof. All

necessary salaries, and expenses incurred by the Commissioner in the

performance of the duties placed upon him under this Act shall be a

proper charge against, and shall be paid from such fund upon proper

vouchers approved by the Commissioner. At the close of each fiscal

year hereafter the Commissioner shall file with the State Auditor

and Inspector a true and correct report of all fees collected by him

during the previous fiscal year. All of said fees are hereby

dedicated, appropriated and pledged to the accomplishment and

fulfillment of the purposes of this Act, provided however, any of

said moneys not so expended at the end of each fiscal year shall

revert to the general revenue fund of this State.

M. Commissioner empowered to make rules.

The Insurance Commissioner is hereby authorized and empowered

to promulgate such reasonable rules and regulations as are necessary

to implement the purposes of this Act.

N. Definition of terms.

The term "insurer" when used in this Act means any domestic

stock insurer. The term "Commissioner" when used in this Act means

the Insurance Commissioner of the State of Oklahoma created by this
les.

The Insurance Commissioner is hereby authorized and empowered

to promulgate such reasonable rules and regulations as are necessary

to implement the purposes of this Act.

N. Definition of terms.

The term "insurer" when used in this Act means any domestic

stock insurer. The term "Commissioner" when used in this Act means

the Insurance Commissioner of the State of Oklahoma created by this

Act. The term "person" when used in this Act includes any firm,

partnership, association or corporation.