                                 CODE OF VIRGINIA

CONTENTS OF APPLICATION (§ 38.2-1324)

A. The application filed with the Commission under § 38.2-1323 shall be made
under oath or affirmation and shall contain the following information:

   1. The name and address of each acquiring person including:
   				a. If the acquiring person is a natural person, his principal occupation,
   all offices and positions held during the past five years, and any conviction
   of crimes other than minor traffic violations during the past 10 years; and
   				b. If the acquiring person is not a natural person, (i) a report of the
   nature of its business operations during the existence of the acquiring person
   and any of its predecessors, not to exceed five years; (ii) an informative
   description of the business intended to be done by the person and the
   person&#8217;s subsidiaries; and (iii) a list of all individuals who are or
   who have been selected to become directors or executive officers of the person
   or who perform or will perform functions appropriate to those positions. The
   report shall include the information required by subdivision 1 a.

   2. The source, nature, and amount of the consideration used or to be used in
   effecting the acquisition of control, a description of any transaction in
   which funds were or are to be obtained for that purpose, and the identity of
   persons furnishing the consideration. However, where a source of the
   consideration is a loan made in the lender&#8217;s ordinary course of
   business, the identity of the lender shall remain confidential if requested by
   the person filing the application;

   3. Fully audited financial information regarding the earnings and financial
   condition of each acquiring person during the existence of the acquiring
   person or the predecessors, not to exceed five years, and similar unaudited
   information as of a date not earlier than 90 days prior to the filing of the
   application;

   4. Any plans or proposals that each acquiring person may have to liquidate the
   insurer, to sell its assets or merge or consolidate it with any person, or to
   make any other material change in its business or corporate structure or
   management;

   5. The number of shares of any security of the insurer that each acquiring
   person proposes to acquire and the terms of the acquisition;

   6. The amount of each class of any such security that each acquiring person
   beneficially owns or has a right to acquire beneficial ownership of;

   7. A full description of any contracts, arrangements, or understandings with
   respect to any security in which an acquiring person is involved, including
   but not limited to transfer of any of the securities, joint ventures, loan or
   option arrangements, puts or calls, guarantees of loans, guarantees against
   loss or guarantees of profits, division of losses or profits, or the giving or
   withholding of proxies. The description shall identify the persons with whom
   the contracts, arrangements, or understandings have been made;

   8. A description of any acquiring person&#8217;s purchase of any such security
   during the 12 calendar months preceding the filing of the application,
   including the dates of purchases, names of the purchasers, and consideration
   paid or agreed to be paid for the security;

   9. A description of any recommendations to purchase any such security made by
   any acquiring person or by any person based upon interviews or at the
   suggestion of any acquiring person during the 12 calendar months preceding the
   filing of the application;

   10. Copies of all tender offers, requests or invitations for tenders of
   exchange offers and agreements to acquire or exchange any such security and of
   additional related soliciting material which has been distributed;

   11. The terms of any agreement, contract, or understanding made with any
   broker-dealer as to solicitation of these securities for tender and the amount
   of any associated fees, commissions, or other compensation to be paid to
   broker-dealers;

   12. An agreement by the person required to file the statement referred to in
   subsection A of &#xA7; 38.2-1323 that it will provide the annual enterprise
   risk report specified in subsection L of &#xA7; 38.2-1329, for so long as
   control exists;

   13. An acknowledgment by the person required to file the statement referred to
   in subsection A of &#xA7; 38.2-1323 that the person and all subsidiaries
   within its control in the insurance holding company system will provide
   information to the Commission upon request as necessary to evaluate enterprise
   risk to the insurer; and

   14. Any additional information the Commission may prescribe as necessary or
   appropriate for the protection of the policyholders or the public.

B. If the person required to file the application referred to in &#xA7;
38.2-1323 is a partnership, limited partnership, syndicate, or other group, the
Commission may require that the information called for by subsection A be given
with respect to (i) each partner of the partnership or limited partnership, (ii)
each member of the syndicate or group, and (iii) each person who controls any
partner or member. If any partner, member, or person is a corporation, or if the
person required to file the application referred to in &#xA7; 38.2-1323 is a
corporation, the Commission may require that information be given for the
corporation, each officer and director of the corporation, and each person who
is directly or indirectly the beneficial owner of more than 10 percent of the
outstanding voting securities of the corporation as required by subsection A.

C. If any material change occurs in the facts set forth in the application filed
with the Commission and sent to an insurer pursuant to &#xA7; 38.2-1323, an
amendment setting forth the change, together with copies of all documents and
other material relevant to the change, shall be filed with the Commission and
sent to the insurer within two business days after the person filing the
application learns of the change.

HISTORY: 1977, c. 414, § 38.1-178.1:2; 1986, c. 562; 2014, c. 309.