For purposes of this subpart:

1. (1) The terms “participant” and “participant in a solicitation” include:

   1. (A) The insurer;
   2. (B) Any director of the insurer and any nominee for whose election as a director proxies are solicited; or
   3. (C) Any other person acting alone or with one (1) or more other persons, committees, or groups in organizing, directing, or financing the solicitation; and

2. (2) The terms “participant” and “participant in a solicitation” do not include:

   1. (A) A bank, broker, or dealer who, in the ordinary course of business:

      1. (i) Lends money or executes orders for the purchase or sale of stock; and
      2. (ii) Is not otherwise a participant;
   2. (B) 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;

   3. (C) Any person:

      1. (i) Employed in the capacity of:

         1. (a) (a) Attorney;
         2. (b) (b) Accountant; or
      2. (c) (c) Advertising, public relations, or financial adviser; and
      3. (ii) Whose activities are limited to the performance of his or her duties in the course of such employment;
   4. (D) 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
   5. (E) 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.