PURPOSE: This rule prohibits the compensation of any director, officer, agent, or employee of the mutual holding company based on the plan of conversion becoming effective.

No director, officer, agent, or employee of the mutual holding company or any of its affiliates shall receive any fee, commission, or other valuable consideration whatsoever that is based upon the plan of conversion becoming effective. Nothing in this rule 20 CSR 200-16.070 shall prohibit a compensation arrangement involving the use of stock of the converted holding company, the reorganized insurer, or any affiliate thereof, which is contained in the plan and approved by the director to be adopted or implemented after conversion by the converted holding company or prohibit such an arrangement to be later adopted or implemented by the converted 20 CSR 200-16

holding company. However, any such compensation arrangement may not result in a violation of any of the limitations of ownership contained in rule 20 CSR 200-16.060.

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.