                                 CODE OF VIRGINIA

CONVERSION OF A DOMESTIC STOCK INSURER TO A MUTUAL INSURER (§ 38.2-1006)

A. Any domestic stock life insurer may become a mutual life insurer, and to that
end may carry out a plan for the acquisition of shares of its capital stock by
purchase, gift or bequest, if the plan:

   1. Has been adopted by a vote of a majority of the directors of the insurer;

   2. Has been approved by a vote of the holders of at least two-thirds of the
   stock outstanding at a meeting called for that purpose;

   3. Has been submitted to and approved by the Commission; and

   4. Has been approved by a majority vote of the policyholders voting at a
   meeting called for that purpose. Only those policyholders whose insurance is
   then in force and has been in force for at least one year before the meeting
   shall be entitled to vote.

B. For the purpose of this article, &#8220;policyholder&#8221; shall include the
employer, or the president, secretary or other executive officer of any
corporation or association, to which a master group policy has been issued, but
shall exclude the holders of certificates or policies issued under or in
connection with a master group policy.

HISTORY: Code 1950, §§ 38-420, 38-424; 1952, c. 317, §§ 38.1-489, 38.1-493;
1986, c. 562.