Okla. Stat. tit. 36, § 36-660.2

A. On the effective date of a plan of reorganization, all of

the following occur:

1. The converting mutual insurer becomes a converted stock

insurer. The amended or restated articles of incorporation and

bylaws of the converting mutual insurer shall be filed with the

Oklahoma Insurance Commissioner as part of the plan and shall become

effective on the effective date of the conversion. The Insurance

Commissioner shall amend the certificate of authority of the

converting mutual insurer on the effective date of the conversion;

2. All membership interests and rights in surplus of the

converting mutual insurer are extinguished and the members of the

converting mutual insurer become members of the mutual holding

company in accordance with this act and the articles of

incorporation and bylaws of the mutual holding company;

3. Any owner of one or more policies of insurance, other than a

policy of reinsurance, issued by the converted stock insurer after

the effective date of the conversion and, if permitted under the

articles of incorporation or bylaws of the mutual holding company,

Oklahoma Statutes - Title 36. Insurance Page 167

any holder of one or more policies of insurance, other than a policy

of reinsurance, issued by any other insurer that is a direct or

indirect subsidiary or affiliate of the mutual holding company after

the effective date of the reorganization becomes a member of the

mutual holding company;

4. The mutual holding company or, if created, an intermediate

stock holding company acquires and shall retain all shares of the

voting stock of the converted stock insurer;

5. The mutual holding company acquires and shall retain all

shares of the voting stock of any intermediate stock holding

company; and

6. A converted stock insurer continues the corporate existence

of the converting mutual insurer. Except as provided in the plan,

the conversion does not annul, modify or change any existing license

or other authority or any of the existing civil actions, rights,

contracts or liabilities of the converting mutual insurer. The

converted stock insurer retains all property, debts and choices in

action and every other interest belonging to the converting mutual

insurer before the conversion without further action needed. On and

after the effective date of the conversion, the converted stock

insurer may exercise all rights and powers conferred and shall

perform all duties imposed by law on insurers writing the classes of

insurance written by the converted stock insurer, shall retain the

rights and contracts of the converting mutual insurer existing

immediately before the conversion and shall be subject to all

obligations and liabilities of the converting mutual insurer

existing immediately before the conversion, subject to the terms of

the plan.

B. Any intermediate stock holding company created at the time

of reorganization to hold the stock of the converting mutual insurer

shall be incorporated under Title 18 of the Oklahoma Statutes and

may engage in any business or activity permitted by Title 18 of the

Oklahoma Statutes.

C. The converted stock insurer and any intermediate stock

holding company may issue to third parties debt securities, stock

other than voting stock, and voting stock if all of the following

apply:

1. No shares of stock representing a majority of the voting

power of all issued and outstanding voting stock of either the

converted stock insurer or the intermediate stock holding company,

if any, are issued to third parties; and

2. A majority of the voting stock of the converted stock

insurance company is at all times owned by the mutual holding

company or by the intermediate stock holding company, a majority of

whose voting stock is held by the mutual holding company, and such

majority interest in the converted stock insurance company and any

intermediate stock holding company is not conveyed, transferred,
ies; and

2. A majority of the voting stock of the converted stock

insurance company is at all times owned by the mutual holding

company or by the intermediate stock holding company, a majority of

whose voting stock is held by the mutual holding company, and such

majority interest in the converted stock insurance company and any

intermediate stock holding company is not conveyed, transferred,

Oklahoma Statutes - Title 36. Insurance Page 168

assigned, pledged, subjected to a security interest or lien, placed

in a voting trust, encumbered or otherwise hypothecated or alienated

by the mutual holding company or by the intermediate stock holding

company. Any conveyance, transfer, assignment, pledge, security

interest, lien, placement in a voting trust, encumbrance or

hypothecation or alienation of, in or on a majority of the voting

shares of the converted stock insurer or the intermediate stock

holding company in violation of this paragraph is void in inverse

chronological order as to the shares necessary to constitute a

majority of such voting stock.

D. Unless otherwise specified in the plan, the directors and

officers of the converting mutual insurer shall serve as directors

and officers of the mutual holding company, any intermediate stock

holding company and the converted stock insurer until new directors

and officers are elected.