PURPOSE: This rule defines certain terms to ensure their uniform application in the conversion of a mutual holding company to a stock corporation.

1. (1) As used in Chapter 20 CSR 16, the following terms shall have the following meanings:

   1. (A) “Closed block” means a fixed segment of the reorganized insurer’s participating business that is operated for the exclusive benefit of the policies included therein, with certain assets of the reorganized insurer allocated to such fixed segment;
   2. (B) “Constituent corporation” means the reorganized insurer, the converted holding company and any intermediate stock holding company created for the purposes of carrying out the plan of conversion;
   3. (C) “Converted holding company” means the stock corporation into which a mutual holding company has been converted or other company into which the mutual holding company may have been merged or liquidated in accordance with this Chapter 20 CSR 16;
   4. (D) “Effective date” means the date upon which the conversion of a mutual holding company is effective as specified in rule 20 CSR 200-16.100;
   5. (E) “Eligible member” means a person who is, or who is deemed to be, on the first eligibility date a member of the mutual holding company and who continues to be, or is deemed to have continued to be, a member of the mutual holding company throughout a period that concludes with, and includes, the second eligibility date;
   6. (F) “First eligibility date” means the date on which the board of directors of the mutual holding company first publicly announces its intention to develop a plan of conversion;
   7. (G) “Member” means a policyholder of the reorganized insurer who is a member of the mutual holding company;
   8. (H) “Membership interest” means all rights and interests of a member of the mutual holding company arising under the articles of incorporation and bylaws of the mutual holding company or otherwise by law, which rights include, but are not limited to, i) the right to vote, if any, ii) rights with regard to member dividends, if any, iii) rights to assets of the reorganized insurer in the event of any proceedings under Chapter 375, RSMo, and iv) rights to a distribution in liquidation or conservation of the mutual holding company; provided, however, that such rights do not include any right expressly conferred solely by the terms of an insurance policy or annuity contract;
   9. (I) “Mutual holding company” means a mutual holding company formed pursuant to sections 376.1300 to 376.1322, RSMo;
   10. (J) “Person” means an individual, partnership, firm, association, corporation, jointstock company, limited liability company, limited liability partnership, trust, government or governmental agency, state or political subdivision of a state, public or private corporation, board, association, estate, trustee or fiduciary, or any other legal entity;
   11. (K) “Plan of conversion” or “plan” means the plan adopted by the board of directors of a mutual holding company in compliance with rule 20 CSR 200-16.030;
   12. (L) “Reorganized insurer” means a domestic mutual life insurance company that reor- 20 CSR 200-16

ganized in accordance with sections 376.1300 to 376.1322, RSMo; and

1. (M) “Second eligibility date” means the second date for determining eligible members as established by the board of directors and specified in the plan of conversion.

AUTHORITY: section 374.045, RSMo Supp. 1998.* Original rule filed March 1, 1999, effective Aug. 30, 1999.

*Original authority 374.045, RSMo 1967, amended 1993, 1995.