§ 7310 — Reorganization of domestic guarantee capital life insurance companies into domestic stock life insurance companies

§ 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 guarantee\ncapital and to the policyholders in exchange for their policyholders'\nequity interest or the manner of converting the guarantee capital or the\npolicyholders' equity interests into other securities or other\nconsideration. If the reorganized insurer proposes to issue for delivery\nin this state participating insurance policies or contracts, the plan of\nreorganization shall so specify and shall be accompanied by such\ninformation or agreements relative thereto as the superintendent may\nrequire pursuant to section four thousand two hundred thirty-one of this\nchapter and, in such event, upon the superintendent's approval of the\nplan of reorganization pursuant to this section, the superintendent\nshall, in accordance with said section four thousand two hundred\nthirty-one, issue a revocable permit to the reorganized insurer\nauthorizing it to issue participating policies and contracts in this\nstate. The plan of reorganization may contain any other provisions which\nthe board of directors of the guarantee capital insurer may deem\nnecessary or advisable in connection with the proposed reorganization.\n (2) The consideration to be given in exchange for the shares of\nguarantee capital and the policyholders' equity interest or into which\nsuch shares and equity interest are to be converted may consist of\nsecurities of the reorganized insurer or securities of another\ncorporation or corporations or other consideration or any combination of\nsuch forms of consideration. The consideration to be given in exchange\nfor shares of guarantee capital or into which such shares are to be\nconverted need not be the same as the consideration given in exchange\nfor the policyholders' equity interests or into which the policyholders'\nequity interests are to be converted. The consideration given to any\nclass or category of policyholder need not be the same as the\nconsideration given to any other class or category of policyholder. In\nthe case of a charter amendment in which the shares of guarantee capital\nremain outstanding and unchanged, the plan need not provide any\nconsideration to the holders of such shares.\n (3) The plan of reorganization shall include the proposed charter of\nthe reorganized insurer set out in accordance with subsection (a) of\nsection one thousand two hundred one of this chapter and its proposed\nby-laws, giving effect to any amendments to the charter or by-laws to be\neffected by the plan of reorganization.\n (4) The plan of reorganization shall specify one or more record dates\nto be used for purposes of determining (i) the shareholders and\npolicyholders who shall be entitled to notice of and to vote at the\nmeeting called pursuant to this section to act upon a proposal to\napprove the plan of reorganization, (ii) the shareholders and\npolicyholders who shall be entitled to receive notice of the public\nhearing required by this section, and (iii) the shareholders and\npolicyholders who shall be entitled to receive the consideration\nprovided for by the plan. Each shareholder of record on the record date\nspecified pursuant to item (iii) of the immediately preceding sentence\nshall be entitled to the consideration provided in the plan on the basis\nof the number of shares held of record by him as of said record date.\nEach policyholder of record as of such record date shall be entitled to\nthe consideration provided for him in the plan based on his\npolicyholder's equity interest as of the effective date of conversion,\nmerger or charter amendment pursuant to this section but only to the\nextent that such policyholder's equity interest arose from insurance\ncontracts of which he was the holder as of such record date.\n (5) Upon adoption of the plan of reorganization, it shall be duly\nexecuted by the chairman of the board, the president or a vice president\nand attested by the secretary or an assistant secretary of the guarantee\ncapital insurer under such insurer's corporate seal and shall be\nsubmitted to the superintendent with a copy of the resolutions adopting\nsuch plan accompanied by a certificate of adoption of such resolutions\nsubscribed by such officers and affirmed by them as true under penalties\nof perjury and under the seal of the guarantee capital insurer.\n (d) The guarantee capital insurer may, by action of a majority of the\nentire board of directors, amend the plan of reorganization at any time\nbefore the plan becomes effective as provided by this section. On\nadoption of an amendment it shall be duly executed by the chairman of\nthe board, the president or a vice president and attested by the\nsecretary or an assistant secretary of the guarantee capital insurer\nunder such insurer's corporate seal and shall be submitted to the\nsuperintendent with a copy of the resolutions adopting such amendment\nsubscribed by such officers and affirmed by them as true under penalties\nof perjury and under the seal of the guarantee capital insurer. In case\nof an amendment, all references in this section to the plan of\nreorganization shall be deemed to refer to the plan as amended. No\namendment made after any public hearing required by this section or\nafter approval by the shareholders or policyholders as provided in this\nsection shall change the plan in a manner which the superintendent\ndetermines is materially disadvantageous to the shareholders or any of\nthe policyholders unless a further public hearing is held on the plan as\namended if the amendment is made after the public hearing, or the plan\nas amended is submitted for reconsideration by the shareholders or\npolicyholders, whichever is disadvantaged by the amendment, if the\namendment is made after the plan has been approved by the shareholders\nor policyholders under the conditions and procedures determined by the\nsuperintendent in accordance with this section.\n (e) Upon submission to him of the plan of reorganization, the\nsuperintendent may request any additional documents or information and\nmay examine the guarantee capital insurer or any of its affiliates, to\nthe extent he may determine to be necessary to enable him to make the\nfindings required by this section for the approval by him of the plan of\nreorganization.\n (f) The superintendent shall appoint one or more qualified\ndisinterested persons to appraise in writing the value of the\npolicyholders' equity interest and the value of the consideration to be\ngiven to the policyholders in exchange for their equity interest or into\nwhich such equity interest shall be converted. Such valuation shall be\nmade on a fair and equitable basis taking into account the latest filed\nannual or quarterly statement of the guarantee capital insurer, and any\nsignificant developments occurring subsequent to the date of such\nstatement. The appraisers may request of the guarantee capital insurer\naccess to its books and records and the furnishing by it of any other\ninformation in its possession, to the extent they may reasonably deem\nnecessary to make the valuations contemplated by this subsection. They\nshall report to the superintendent any instance in which the guarantee\ncapital insurer fails to provide any information requested by them. The\nappraisers shall not, under judicial process or otherwise, be obligated\nor permitted to divulge to anyone except the superintendent any\ninformation not otherwise publicly available which is so obtained by\nthem. The appraisers shall receive reasonable compensation and shall be\nreimbursed for reasonable expenses incurred in performing their duties.\nThey may, as necessary, employ consultants to advise them on technical\nmatters associated with the appraisal. The appraisal report shall be\nmade to the superintendent. In making the determinations contemplated by\nthis section, the superintendent shall not be bound by any findings,\nconclusions or recommendations made by the appraisers. All information\nobtained by the superintendent pursuant to this section, including\nwithout limitation information obtained through examinations by him,\nreports of appraisers and other information secured by appraisers and\nturned over to the superintendent, are hereby specifically exempted, as\ncontemplated by paragraph (a) of subdivision two of section eighty-seven\nof the public officers law, from disclosure by the superintendent under\nsaid section eighty-seven. Such exemption shall not preclude or exempt\nthe superintendent from disclosure of such information pursuant to\njudicial process under provisions of law other than said section\neighty-seven.\n (g) The superintendent shall hold a public hearing upon the fairness\nof the terms and conditions of the exchange of the policyholders' equity\ninterest for the securities or other consideration provided for by the\nplan of reorganization and upon whether the reorganization is in the\npublic interest. Notice stating the time, place and purpose of the\nhearing shall be mailed to each holder of guarantee capital and each\npolicyholder entitled under the plan to receive such consideration at\nhis address as shown on the records of the guarantee capital insurer at\nleast thirty days before the date of the hearing. Such notice shall be\npreceded or accompanied by a true and complete copy of the plan or a\nsummary thereof approved by the superintendent and by such other\nexplanatory information as the superintendent shall approve or require.\nIn addition, the guarantee capital insurer shall give notice of the\ntime, place and purpose of the hearing by publication in a newspaper of\ngeneral circulation in the city in which the insurer has its principal\noffice and in two other newspapers of general circulation in other\ncities within or without this state approved by the superintendent. Such\nnewspaper publications shall be made not less than fifteen days nor more\nthan sixty days before the hearing and shall be in form approved by the\nsuperintendent.\n (h) (1) A proposal to approve the plan of reorganization shall be\nsubmitted to a meeting of shareholders and policyholders. Notice stating\nthe time, place and purpose of such meeting shall be mailed to each such\nshareholder and policyholder of record as of the record date for the\nmeeting, at his address as shown on the records of the guarantee capital\ninsurer, at least thirty days before the date of the meeting. Such\nnotice may be combined with notice of the public hearing required by\nthis section. Such notice shall be preceded or accompanied by a true and\ncomplete copy of the plan or a summary thereof approved by the\nsuperintendent and by such other explanatory information as the\nsuperintendent shall approve or require.\n (2) Each shareholder of record as of the record date for the meeting\nshall be entitled to cast one vote at such meeting, in person or by\nproxy, for each share held of record by him on such record date. Each\npolicyholder of record as of the record date for the meeting shall be\nentitled to cast one vote at such meeting, in person or by proxy,\nirrespective of the number or amount of the policies he holds. Any proxy\nshall be revocable at any time except to the extent that, at the time of\nexercise, the power conferred thereby has been exercised. The presence\nin person or by proxy of (i) the holders of record of two-thirds of the\noutstanding shares of guarantee capital, and (ii) such number of\npolicyholders as attend in person or proxy shall constitute a quorum for\nthe meeting. All votes shall be by written ballot cast in person by\nshareholders or policyholders entitled to vote or by proxy agents duly\nappointed by shareholders or policyholders entitled to vote. The\nproposal to approve the plan of reorganization may be adopted by the\naffirmative vote of two-thirds of all guarantee capital shares issued\nand outstanding as of the record date and the affirmative vote of\ntwo-thirds of all votes cast by policyholders or record as of the record\ndate.\n (3) The superintendent shall have power to supervise and direct and\nprescribe rules governing the procedure for the conduct of the meeting\nto such extent, consistent with the provisions of this section, as he\ndeems necessary to insure a fair and accurate vote. Such powers shall\ninclude but not be limited to power to supervise and regulate (i) the\ndetermination of the shareholders and policyholders entitled to notice\nof and to vote at the meeting, (ii) the giving of notice, (iii) the\nreceipt, custody, safeguarding, verification and tabulation of proxy\nforms and ballots, and (iv) the resolution of disputes.\n (4) The superintendent shall appoint as inspectors an adequate number\nof personnel of the department of financial services or other competent\nand disinterested persons and may appoint if necessary, expert\naccountants and other assistants and may authorize the procurement of\nstationery and supplies necessary for conducting the election and\ncanvassing the votes. The inspectors shall have power to determine all\nquestions concerning the verification of the ballots and proxies, the\nascertainment of the validity thereof, the qualifications of the voters\nand the canvass of the vote, and with respect thereto shall act under\nsuch rules as shall be prescribed by the superintendent. Any\ndisagreement among the inspectors shall be reported to and shall be\nresolved by the superintendent. Any determinations by the inspectors or\nthe superintendent shall be subject to judicial review.\n (5) Representatives of the shareholders and of the policyholders,\nincluding representatives of shareholders and policyholders favoring or\nopposing the approval of the plan, shall be entitled to be present\nduring the filing, casting, verification and canvassing of the proxies\nand ballots and shall be entitled to examine and object to any such\nproxy or ballot. The superintendent or the inspectors may limit the\nnumber of persons representing any interested person or group and may\nspecify fair and reasonable procedures for the examination of and\npresentation of objections to the proxies and ballots. Costs incurred in\nproviding such representation shall not be a charge upon or paid from\nthe funds of the guarantee capital insurer.\n (6) Neither the guarantee capital insurer nor any officer, agent or\nemployee thereof shall knowingly omit, from any list of policyholders\nentitled to notice of the meeting, the name of any policyholders\nrequired to be included therein, or shall knowingly omit to give the\ncorrect name and address of any policyholder, or shall knowingly give a\nwrong address. No person shall conceal or withhold or aid or abet any\nother person in concealing or withholding any proxy or ballot from the\nauthorized custodians thereof or from the inspectors. No policyholder or\nshareholder shall sell or offer to sell any vote or proxy for any sum of\nmoney or anything of value other than the consideration provided for in\nthe plan of reorganization if said plan becomes effective.\n (7) All ballots and proxies received by the inspectors shall\nimmediately upon the completion of the canvass be placed in sealed\npackages and shall be preserved by the said inspectors for a period of\none year, subject to the order of any court having jurisdiction of any\nproceedings relating thereto, and then shall be turned over to the\nguarantee capital insurer, or the reorganized insurer, if the\nreorganization has become effective.\n (8) The meeting and the conduct thereof shall at all times, on\npetition of the superintendent or of any person or persons whose rights\nmay be affected, be subject to the supervision and control of the\nsupreme court in the judicial district in which the guarantee capital\ninsurer has its home office.\n (9) The inclusion by the guarantee capital insurer of the name of any\nperson in any list of policyholders required by this section shall not\nbe construed as an admission by such insurer of the validity of any\npolicy or contract and no such list shall be competent evidence against\nsuch insurer in any action or proceeding in which the question of the\nvalidity of any policy or contract or of any claim under it is involved.\n (10) The provisions of section four thousand two hundred ten of this\nchapter shall not apply to a meeting of shareholders and policyholders\nheld pursuant to this section.\n (11) Upon the conclusion of the vote, the guarantee capital insurer\nshall submit to the superintendent (i) a certified copy of the plan of\nreorganization, subscribed by the chairman of the board, the president\nor any vice president and attested by the secretary or an assistant\nsecretary of the guarantee capital insurer, (ii) a certificate,\nsubscribed by the chairman of the board, the president or any vice\npresident and attested by the secretary or assistant secretary of the\nguarantee capital insurer, or subscribed by the person or persons, if\nany, designated by the superintendent to supervise the giving of notice\nof the meeting, to the effect that notice of the meeting was given in\naccordance with this section to all persons entitled to such notice, and\n(iii) a certificate subscribed by the inspectors of the attendance at\nthe meeting and of the results of the vote thereat, as evidenced by the\nvalid proxies and ballots filed thereat. Each such certificate shall be\naffirmed as true under the penalties of perjury by the person or persons\nsubscribing the same and, in the case of a certificate signed by\nofficers of the guarantee capital insurer, shall be affirmed under the\ncorporate seal of the guarantee capital insurer.\n (i) The superintendent shall approve the plan of reorganization in\nwriting if he finds that the proposed reorganization does not violate\nthis chapter and is fair and equitable to the shareholders and the\npolicyholders and the public, and that after giving effect to the\nreorganization, the reorganized insurer would have capital and surplus\nat least equal to the minimum capital and surplus required by the\nsuperintendent for a newly organized stock insurer doing the same kind\nor kinds of insurance business, or an amount of capital and surplus the\nsuperintendent deems to be reasonably necessary for the solvency of the\nreorganized insurer, whichever is the greater. If approval is denied,\nthe denial shall be in writing setting forth a statement of the reasons\ntherefor and the guarantee capital insurer shall have the right to a\nhearing before the superintendent within thirty days of the date of such\ndenial. Unless otherwise agreed by the guarantee capital insurer, the\nsuperintendent shall approve or disapprove the plan in writing on or\nbefore a date which is the later of: (i) sixty days after submission to\nhim of the report of the appraiser or appraisers appointed pursuant to\nsubsection (f) of this section, (ii) sixty days after the conclusion of\nthe public hearing required by subsection (g) of this section, or (iii)\nten days after certification to him of the results of the vote at the\nmeeting held pursuant to subsection (h) of this section.\n (j) When the superintendent has given his approval of the plan of\nreorganization as provided in subsection (i) of this section and\ncertification of approval of the plan has been made to the\nsuperintendent as provided in subsection (h) of this section, a copy of\nthe plan of reorganization with the superintendent's approval endorsed\nthereon shall be filed in the office of the superintendent. In the case\nof a merger, a copy of such plan shall also be filed in the office of\nthe clerk of the county where the principal office of the guarantee\ncapital insurer and the domestic stock insurer is located. The plan of\nreorganization shall take effect in accordance with its terms on the\ndate when the filings required by this subsection have been made or on\nsuch later date, if any, as may have been specified in such plan or\npursuant thereto.\n (k) Upon the conversion of the guarantee capital insurer or merger in\nthe manner herein provided, all the rights, franchises and interests of\nthe former guarantee capital insurer, in and to every species of\nproperty, real, personal and mixed, and things in action thereunto\nbelonging, shall be deemed transferred to and vested in the reorganized\ninsurer, without any other deed or transfer; and simultaneously\ntherewith such company shall be deemed to have assumed all of the\nobligations and liabilities of the former guarantee capital insurer,\nother than obligations and liabilities with respect to the\npolicyholders' equity interest eliminated by the plan of reorganization.\n (l) No action or proceeding pending at the time of the conversion or\nmerger to which the guarantee capital insurer may be a party shall be\nabated or discontinued by reason of such conversion or merger, but the\nsame may be prosecuted to final judgment in the same manner as if the\nconversion or merger had not taken place, or the reorganized insurer may\nbe substituted in place of such guarantee capital insurer by order of\nthe court in which the action or proceeding may be pending.\n (m) The directors and officers of the guarantee capital insurer shall\nserve as directors and officers of the reorganized insurer until new\ndirectors and officers have been duly elected and qualified pursuant to\nthe charter and by-laws of the reorganized insurer.\n (n) The guarantee capital insurer shall deliver to the superintendent\nat the time of submission of the plan of reorganization a written\nundertaking in form and substance satisfactory to the superintendent and\nsigned by the guarantee capital insurer and by such other persons as the\nsuperintendent may require, specifying the manner in which all costs and\nexpenses incurred in any manner in connection with the plan of\nreorganization shall be paid or reimbursed. Such undertaking shall\nprovide for the payment or reimbursement of all expenses incurred by the\nsuperintendent or the department of financial services in connection\nwith the plan of reorganization, other than normal operating expenses of\nthe department of financial services. Such undertaking shall provide to\nthe effect that no payment of expenses by the guarantee capital insurer\nor the reorganized insurer shall, after giving effect to any\nreimbursement or contribution received by such insurer with respect\nthereto, have the effect of reducing the consideration to be paid to the\npolicyholders pursuant to the plan of reorganization or of reducing the\nportion of the surplus of the reorganized insurer which is attributable\nto policyholders. The said undertaking shall apply to expenses incurred\nprior to the submission of the plan of reorganization as well as those\nincurred thereafter and shall be binding whether or not the plan of\nreorganization takes effect. The consideration to be paid to\npolicyholders pursuant to the plan shall not be subject to this\nsubsection nor to said undertaking.\n (o) Notice of the pendency of the proposed reorganization and of the\neffect thereof shall be given by the guarantee capital insurer or the\nreorganized insurer in a manner satisfactory to the superintendent to\nall persons to whom the guarantee capital insurer or the reorganized\ninsurer delivers insurance contracts which are issued after the record\ndate specified for policyholders entitled to receive any of the\nconsideration provided for in the plan of reorganization but are issued\non or before the date sixty days after such record date. Such persons\nshall have the right to rescind such contracts, and to receive refund of\nany amounts paid with respect thereto by written notice to such insurer\nor its agent given within ten days of their receipt of the aforesaid\nnotice given by such insurer.\n (p) If the plan of reorganization takes effect, the rights of all\npolicyholders thereafter shall be as specified in the charter of the\nreorganized insurer and in their insurance contracts and they shall have\nno rights under the charter of the guarantee capital insurer. The\nreorganized insurer shall thereafter be subject to all laws, rules and\nregulations applicable to domestic stock life insurers and shall not be\nsubject to any laws, rules or regulations of this state applicable to\ndomestic mutual insurers and not to domestic stock life insurers. If the\nreorganized insurer has outstanding shares of guarantee capital after\nthe reorganization takes effect, the reorganization shall not affect the\nrights of such shares as provided in the charter of the reorganized\ninsurer but for all other purposes of this chapter such shares shall be\ndeemed to constitute shares of stock.\n (q) If the guarantee capital insurer complies substantially and in\ngood faith with the requirements of this section with respect to the\ngiving of any required notice to shareholders or policyholders, its\nfailure in any case to give such notice to any person or persons\nentitled thereto shall not impair the validity of the actions and\nproceedings taken under this section or entitle such person to any\ninjunctive or other equitable relief with respect thereto but this\nsubsection shall not impair any claim for damage such person or persons\nwould otherwise have due to such failure.\n (r) A shareholder or policyholder whose shares or policyholder's\nequity interest would be exchanged for or converted into other\nconsideration pursuant to a plan of reorganization adopted pursuant to\nthis section shall, by complying with section six hundred twenty-three\nof the business corporation law, except as otherwise provided in this\nsubsection, have the right to receive payment for the fair value of his\nshares or policyholder's equity interest. In the case of a policyholder,\nno act pursuant to such section six hundred twenty-three, and no receipt\nby him of any payment pursuant to such section with respect to his\npolicyholder's equity interest, shall impair or otherwise affect his\nrights expressly conferred by his insurance contract which are in\naddition to those rights conferred by or arising under the charter of\nthe guarantee capital insurer. The provisions of section seven thousand\none hundred nineteen of this chapter shall not apply in case of a\nreorganization under this section. For purposes of this subsection, the\nprovisions of section six hundred twenty-three of the business\ncorporation law, other than paragraphs (i) and (m) thereof are\napplicable except that:\n (1) The references to "this chapter" in paragraph (a) of section six\nhundred twenty-three of the business corporation law are deemed to refer\nto this section.\n (2) The references used in section six hundred twenty-three of the\nbusiness corporation law to "shareholder" and "shareholders" are deemed\nto include a policyholder or policyholders and the references therein to\n"shares" are, in the case of a policyholder, deemed to refer to his\npolicyholder's equity interest.\n (3) The term "shareholders authorization date" used in section six\nhundred twenty-three of the business corporation law is deemed to refer\nto the date of the meeting required by subsection (h) of this section.\n (4) In the case of a policyholder, the information with respect to\nshareholdings required by paragraphs (a) and (c) of section six hundred\ntwenty-three of the business corporation law to be contained in the\nnotice of election to dissent is deemed to refer to the policy number of\nthe policyholder's insurance contract entitling him to a policyholder's\nequity interest.\n (5) Notwithstanding paragraph (e) of section six hundred twenty-three\nof the business corporation law, upon filing by a policyholder of\nelection to dissent the policyholder shall cease to have any rights with\nrespect to his policyholder's equity interest, but his rights expressly\nconferred by his insurance contract and not conferred by or arising\nunder the charter of the guarantee capital insurer shall be unaffected.\nIn the case of a policyholder, the provisions of paragraph (e) thereof\nproviding for the reinstatement of a shareholder's rights in certain\nevents are deemed to provide for reinstatement of his policyholder's\nequity interest.\n (6) In the case of a policyholder, the provision of paragraph (f) of\nsection six hundred twenty-three of the business corporation law,\nreferring to share certificates shall be deemed to refer to insurance\ncontracts.\n (7) Any provision of paragraph (g) of section six hundred twenty-three\nof the business corporation law to the contrary notwithstanding, the\nwritten offer made pursuant to said paragraph to the policyholders who\nhave filed notices of election to dissent shall be made at prices such\nthat the total price offered to all such policyholders shall be\napportioned among the different classes and categories of said\ndissenting policyholders in the same manner as the plan of\nreorganization provides for the total consideration to be paid pursuant\nthereto to be apportioned among all of the classes and categories of\npolicyholders.\n