§ 7310. Reorganization of domestic guarantee capital life insurance\ncompanies into domestic stock life insurance companies. (a) As used in\nthis section, the following terms shall have the following meanings:\n (1) "Guarantee capital insurer" means a domestic life insurer with a\nguarantee capital represented by shares.\n (2) "Shareholder" means a record holder of shares of guarantee capital\nof a guarantee capital insurer.\n (3) "Policyholder" means a holder, as determined by the records of a\nguarantee capital insurer, of an insurance contract issued by such\ninsurer which is of a type described in paragraph one, two, or three of\nsubsection (a) of section one thousand one hundred thirteen of this\nchapter and which entitles the holder thereof, under the charter of the\nguarantee capital insurer, to the policyholder equity interest defined\nin this section. A person who, for purposes of subsection (a) of section\nfour thousand two hundred ten of this chapter would be deemed the\n"policyholder" of any insurance contract is deemed to be the holder of\nsuch contract for purposes of this section.\n (4) "Policyholders' equity interest" means and includes all rights of\nthe policyholders as provided in or arising under the charter of the\nguarantee capital insurer. The term "policyholders' equity interest"\nincludes the policyholders' right under the charter to vote and to\nparticipate in distributions of profits and any right arising under the\ncharter to participate in any distribution of surplus whether such\ndistribution is made incident to a liquidation of the guarantee capital\ninsurer or otherwise. Anything in the foregoing sentence to the contrary\nnotwithstanding, the term "policyholders' equity interest" does not\ninclude any right expressly conferred upon the policyholders by their\ninsurance contracts which is in addition to those rights provided in or\narising under the charter of the guarantee capital insurer.\n (5) "Plan of reorganization" means a plan of conversion, a plan of\nmerger or a plan for amendment of charter adopted in accordance with\nthis section.\n (6) "Reorganized insurer" means either (i) the domestic stock life\ninsurer into which a guarantee capital insurer has been converted in\naccordance with this section, or (ii) the corporation surviving a merger\nbetween a guarantee capital life insurer and a domestic stock life\ninsurer in accordance with this section, or (iii) the former guarantee\ncapital insurer as constituted after an amendment to its charter in\naccordance with this section.\n (b) Any other provision of this chapter to the contrary\nnotwithstanding, upon compliance with the requirements and completion of\nthe proceedings prescribed by this section, a guarantee capital insurer\nmay either (i) convert into a domestic stock life insurer, or (ii) merge\nwith a domestic stock life insurer, or (iii) amend its charter so as to\neliminate its policyholders' equity interest. The provisions of\nparagraph four of subsection (a) of section one thousand two hundred six\nof this chapter shall not apply to an amendment to the charter of a\nguarantee capital insurer eliminating its policyholders' equity interest\nmade under and in accordance with the provisions of this section. In\ncase of a merger with a domestic stock insurer, the domestic stock\ninsurer shall comply with the provisions of this chapter applicable to\nits participation in a merger.\n (c) (1) The guarantee capital insurer shall adopt a plan of\nreorganization by the vote of a majority of its entire board of\ndirectors. The plan of reorganization shall set forth (i) the reasons\nfor and purposes of the proposed reorganization, (ii) the form of the\nreorganization which shall be one of the forms of reorganization set\nforth in subsection (b) of this section, (iii) the manner and basis by\nwhich the reorganization shall take place, and (iv) the consideration to\nbe given to the shareholders in exchange for their shares of guarant
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