2023 New York Laws › ISC - Insurance › Article 73 - Conversion to Different Type of Insurer › 7310 - Reorganization of Domestic Guarantee Capital Life Insurance Companies Into Domestic Stock Life Insurance Companies.

§  7310.  Reorganization  of domestic guarantee capital life insurance
companies into domestic stock life insurance companies. (a) As  used  in
this section, the following terms shall have the following meanings:
(1) "Guarantee  capital  insurer" means a domestic life insurer with a
guarantee capital represented by shares.
(2) "Shareholder" means a record holder of shares of guarantee capital
of a guarantee capital insurer.
(3) "Policyholder" means a holder, as determined by the records  of  a
guarantee  capital  insurer,  of  an  insurance  contract issued by such
insurer which is of a type described in paragraph one, two, or three  of
subsection  (a)  of  section  one  thousand one hundred thirteen of this
chapter and which entitles the holder thereof, under the charter of  the
guarantee  capital  insurer, to the policyholder equity interest defined
in this section. A person who, for purposes of subsection (a) of section
four thousand two hundred ten  of  this  chapter  would  be  deemed  the
"policyholder"  of  any insurance contract is deemed to be the holder of
such contract for purposes of this section.
(4) "Policyholders' equity interest" means and includes all rights  of
the  policyholders  as  provided  in or arising under the charter of the
guarantee capital insurer. The  term  "policyholders'  equity  interest"
includes  the  policyholders'  right  under  the  charter to vote and to
participate in distributions of profits and any right arising under  the
charter  to  participate  in  any  distribution  of surplus whether such
distribution is made incident to a liquidation of the guarantee  capital
insurer or otherwise. Anything in the foregoing sentence to the contrary
notwithstanding,  the  term  "policyholders'  equity  interest" does not
include any right expressly conferred upon the  policyholders  by  their
insurance  contracts which is in addition to those rights provided in or
arising under the charter of the guarantee capital insurer.
(5) "Plan of reorganization" means a plan of  conversion,  a  plan  of
merger  or  a  plan  for amendment of charter adopted in accordance with
this section.
(6) "Reorganized insurer" means either (i)  the  domestic  stock  life
insurer  into  which  a  guarantee capital insurer has been converted in
accordance with this section, or (ii) the corporation surviving a merger
between a guarantee capital life  insurer  and  a  domestic  stock  life
insurer  in  accordance with this section, or (iii) the former guarantee
capital insurer as constituted after an  amendment  to  its  charter  in
accordance with this section.
(b)   Any   other   provision   of   this   chapter  to  the  contrary
notwithstanding, upon compliance with the requirements and completion of
the proceedings prescribed by this section, a guarantee capital  insurer
may either (i) convert into a domestic stock life insurer, or (ii) merge
with  a domestic stock life insurer, or (iii) amend its charter so as to
eliminate  its  policyholders'  equity  interest.  The   provisions   of
paragraph four of subsection (a) of section one thousand two hundred six
of  this  chapter  shall  not  apply to an amendment to the charter of a
guarantee capital insurer eliminating its policyholders' equity interest
made under and in accordance with the provisions  of  this  section.  In
case  of  a  merger  with  a  domestic stock insurer, the domestic stock
insurer shall comply with the provisions of this chapter  applicable  to
its participation in a merger.
(c)   (1)  The  guarantee  capital  insurer  shall  adopt  a  plan  of
reorganization by the  vote  of  a  majority  of  its  entire  board  of
directors.  The  plan  of reorganization shall set forth (i) the reasons
for and purposes of the proposed reorganization, (ii) the  form  of  the
reorganization  which  shall  be  one of the forms of reorganization set
forth in subsection (b) of this section, (iii) the manner and  basis  by

which the reorganization shall take place, and (iv) the consideration to
be  given  to the shareholders in exchange for their shares of guarantee
capital and to the policyholders in exchange  for  their  policyholders'
equity interest or the manner of converting the guarantee capital or the
policyholders'   equity   interests   into  other  securities  or  other
consideration. If the reorganized insurer proposes to issue for delivery
in this state participating insurance policies or contracts, the plan of
reorganization shall  so  specify  and  shall  be  accompanied  by  such
information  or  agreements  relative  thereto as the superintendent may
require pursuant to section four thousand two hundred thirty-one of this
chapter and, in such event, upon the superintendent's  approval  of  the
plan  of  reorganization  pursuant  to  this section, the superintendent
shall, in  accordance  with  said  section  four  thousand  two  hundred
thirty-one,   issue  a  revocable  permit  to  the  reorganized  insurer
authorizing it to issue participating policies  and  contracts  in  this
state. The plan of reorganization may contain any other provisions which
the  board  of  directors  of  the  guarantee  capital  insurer may deem
necessary or advisable in connection with the proposed reorganization.
(2) The consideration to be  given  in  exchange  for  the  shares  of
guarantee  capital  and the policyholders' equity interest or into which
such shares and equity interest are  to  be  converted  may  consist  of
securities   of   the  reorganized  insurer  or  securities  of  another
corporation or corporations or other consideration or any combination of
such forms of consideration. The consideration to be given  in  exchange
for  shares  of  guarantee  capital  or into which such shares are to be
converted need not be the same as the consideration  given  in  exchange
for the policyholders' equity interests or into which the policyholders'
equity  interests  are  to  be converted. The consideration given to any
class  or  category  of  policyholder  need  not  be  the  same  as  the
consideration  given  to any other class or category of policyholder. In
the case of a charter amendment in which the shares of guarantee capital
remain  outstanding  and  unchanged,  the  plan  need  not  provide  any
consideration to the holders of such shares.
(3)  The  plan of reorganization shall include the proposed charter of
the reorganized insurer set out in accordance  with  subsection  (a)  of
section  one  thousand  two hundred one of this chapter and its proposed
by-laws, giving effect to any amendments to the charter or by-laws to be
effected by the plan of reorganization.
(4) The plan of reorganization shall specify one or more record  dates
to  be  used  for  purposes  of  determining  (i)  the  shareholders and
policyholders who shall be entitled to notice of  and  to  vote  at  the
meeting  called  pursuant  to  this  section  to  act upon a proposal to
approve  the  plan  of  reorganization,  (ii)   the   shareholders   and
policyholders  who  shall  be  entitled  to receive notice of the public
hearing required  by  this  section,  and  (iii)  the  shareholders  and
policyholders  who  shall  be  entitled  to  receive  the  consideration
provided for by the plan. Each shareholder of record on the record  date
specified  pursuant  to item (iii) of the immediately preceding sentence
shall be entitled to the consideration provided in the plan on the basis
of the number of shares held of record by him as of  said  record  date.
Each  policyholder of record as of such record date shall be entitled to
the  consideration  provided  for  him  in  the  plan   based   on   his
policyholder's  equity  interest as of the effective date of conversion,
merger or charter amendment pursuant to this section  but  only  to  the
extent  that  such  policyholder's  equity interest arose from insurance
contracts of which he was the holder as of such record date.
(5) Upon adoption of the plan of  reorganization,  it  shall  be  duly
executed by the chairman of the board, the president or a vice president

and attested by the secretary or an assistant secretary of the guarantee
capital  insurer  under  such  insurer's  corporate  seal  and  shall be
submitted to the superintendent with a copy of the resolutions  adopting
such  plan  accompanied by a certificate of adoption of such resolutions
subscribed by such officers and affirmed by them as true under penalties
of perjury and under the seal of the guarantee capital insurer.
(d) The guarantee capital insurer may, by action of a majority of  the
entire  board of directors, amend the plan of reorganization at any time
before the plan becomes  effective  as  provided  by  this  section.  On
adoption  of  an  amendment it shall be duly executed by the chairman of
the board, the president  or  a  vice  president  and  attested  by  the
secretary  or  an  assistant  secretary of the guarantee capital insurer
under such insurer's corporate  seal  and  shall  be  submitted  to  the
superintendent  with  a  copy of the resolutions adopting such amendment
subscribed by such officers and affirmed by them as true under penalties
of perjury and under the seal of the guarantee capital insurer. In  case
of  an  amendment,  all  references  in  this  section  to  the  plan of
reorganization shall be deemed to refer  to  the  plan  as  amended.  No
amendment  made  after  any  public  hearing required by this section or
after approval by the shareholders or policyholders as provided in  this
section  shall  change  the  plan  in  a manner which the superintendent
determines is materially disadvantageous to the shareholders or  any  of
the policyholders unless a further public hearing is held on the plan as
amended  if  the amendment is made after the public hearing, or the plan
as amended is submitted  for  reconsideration  by  the  shareholders  or
policyholders,  whichever  is  disadvantaged  by  the  amendment, if the
amendment is made after the plan has been approved by  the  shareholders
or  policyholders  under the conditions and procedures determined by the
superintendent in accordance with this section.
(e) Upon  submission  to  him  of  the  plan  of  reorganization,  the
superintendent  may  request any additional documents or information and
may examine the guarantee capital insurer or any of its  affiliates,  to
the  extent  he  may determine to be necessary to enable him to make the
findings required by this section for the approval by him of the plan of
reorganization.
(f)  The  superintendent  shall  appoint   one   or   more   qualified
disinterested   persons   to  appraise  in  writing  the  value  of  the
policyholders' equity interest and the value of the consideration to  be
given to the policyholders in exchange for their equity interest or into
which  such  equity interest shall be converted. Such valuation shall be
made on a fair and equitable basis taking into account the latest  filed
annual  or quarterly statement of the guarantee capital insurer, and any
significant developments  occurring  subsequent  to  the  date  of  such
statement.  The  appraisers may request of the guarantee capital insurer
access to its books and records and the furnishing by it  of  any  other
information  in  its  possession, to the extent they may reasonably deem
necessary to make the valuations contemplated by this  subsection.  They
shall  report  to the superintendent any instance in which the guarantee
capital insurer fails to provide any information requested by them.  The
appraisers  shall not, under judicial process or otherwise, be obligated
or  permitted  to  divulge  to  anyone  except  the  superintendent  any
information  not  otherwise  publicly  available which is so obtained by
them. The appraisers shall receive reasonable compensation and shall  be
reimbursed  for reasonable expenses incurred in performing their duties.
They may, as necessary, employ consultants to advise them  on  technical
matters  associated  with  the  appraisal. The appraisal report shall be
made to the superintendent. In making the determinations contemplated by
this section, the superintendent shall not be  bound  by  any  findings,

conclusions  or  recommendations made by the appraisers. All information
obtained by the  superintendent  pursuant  to  this  section,  including
without  limitation  information  obtained  through examinations by him,
reports  of  appraisers  and other information secured by appraisers and
turned over to the superintendent, are hereby specifically exempted,  as
contemplated by paragraph (a) of subdivision two of section eighty-seven
of  the public officers law, from disclosure by the superintendent under
said section eighty-seven. Such exemption shall not preclude  or  exempt
the  superintendent  from  disclosure  of  such  information pursuant to
judicial process  under  provisions  of  law  other  than  said  section
eighty-seven.
(g)  The  superintendent shall hold a public hearing upon the fairness
of the terms and conditions of the exchange of the policyholders' equity
interest for the securities or other consideration provided for  by  the
plan  of  reorganization  and  upon whether the reorganization is in the
public interest. Notice stating the  time,  place  and  purpose  of  the
hearing  shall  be  mailed  to each holder of guarantee capital and each
policyholder entitled under the plan to receive  such  consideration  at
his  address as shown on the records of the guarantee capital insurer at
least thirty days before the date of the hearing. Such notice  shall  be
preceded  or  accompanied  by  a true and complete copy of the plan or a
summary thereof  approved  by  the  superintendent  and  by  such  other
explanatory  information as the superintendent shall approve or require.
In addition, the guarantee capital insurer  shall  give  notice  of  the
time,  place and purpose of the hearing by publication in a newspaper of
general circulation in the city in which the insurer has  its  principal
office  and  in  two  other  newspapers  of general circulation in other
cities within or without this state approved by the superintendent. Such
newspaper publications shall be made not less than fifteen days nor more
than sixty days before the hearing and shall be in form approved by  the
superintendent.
(h)  (1)  A  proposal  to  approve the plan of reorganization shall be
submitted to a meeting of shareholders and policyholders. Notice stating
the time, place and purpose of such meeting shall be mailed to each such
shareholder and policyholder of record as of the  record  date  for  the
meeting, at his address as shown on the records of the guarantee capital
insurer,  at  least  thirty  days  before  the date of the meeting. Such
notice may be combined with notice of the  public  hearing  required  by
this section. Such notice shall be preceded or accompanied by a true and
complete  copy  of  the  plan  or  a  summary  thereof  approved  by the
superintendent  and  by  such  other  explanatory  information  as   the
superintendent shall approve or require.
(2)  Each  shareholder of record as of the record date for the meeting
shall be entitled to cast one vote at such  meeting,  in  person  or  by
proxy,  for  each  share held of record by him on such record date. Each
policyholder of record as of the record date for the  meeting  shall  be
entitled  to  cast  one  vote  at  such  meeting, in person or by proxy,
irrespective of the number or amount of the policies he holds. Any proxy
shall be revocable at any time except to the extent that, at the time of
exercise, the power conferred thereby has been exercised.  The  presence
in  person or by proxy of (i) the holders of record of two-thirds of the
outstanding shares  of  guarantee  capital,  and  (ii)  such  number  of
policyholders as attend in person or proxy shall constitute a quorum for
the  meeting.  All  votes  shall  be by written ballot cast in person by
shareholders or policyholders entitled to vote or by proxy  agents  duly
appointed  by  shareholders  or  policyholders  entitled  to  vote.  The
proposal to approve the plan of reorganization may  be  adopted  by  the
affirmative  vote  of  two-thirds of all guarantee capital shares issued

and outstanding as of the  record  date  and  the  affirmative  vote  of
two-thirds of all votes cast by policyholders or record as of the record
date.
(3)  The  superintendent  shall have power to supervise and direct and
prescribe rules governing the procedure for the conduct of  the  meeting
to  such  extent,  consistent with the provisions of this section, as he
deems necessary to insure a fair and accurate vote.  Such  powers  shall
include  but  not  be limited to power to supervise and regulate (i) the
determination of the shareholders and policyholders entitled  to  notice
of  and  to  vote  at  the meeting, (ii) the giving of notice, (iii) the
receipt, custody, safeguarding, verification  and  tabulation  of  proxy
forms and ballots, and (iv) the resolution of disputes.
(4)  The superintendent shall appoint as inspectors an adequate number
of personnel of the department of financial services or other  competent
and   disinterested   persons  and  may  appoint  if  necessary,  expert
accountants and other assistants and may authorize  the  procurement  of
stationery  and  supplies  necessary  for  conducting  the  election and
canvassing the votes.  The inspectors shall have power to determine  all
questions  concerning  the  verification of the ballots and proxies, the
ascertainment of the validity thereof, the qualifications of the  voters
and  the  canvass  of the vote, and with respect thereto shall act under
such  rules  as  shall  be  prescribed  by   the   superintendent.   Any
disagreement  among  the  inspectors  shall  be reported to and shall be
resolved by the superintendent. Any determinations by the inspectors  or
the superintendent shall be subject to judicial review.
(5)  Representatives  of  the  shareholders  and of the policyholders,
including representatives of shareholders and policyholders favoring  or
opposing  the  approval  of  the  plan,  shall be entitled to be present
during the filing, casting, verification and canvassing of  the  proxies
and  ballots  and  shall  be  entitled to examine and object to any such
proxy or ballot. The superintendent or  the  inspectors  may  limit  the
number  of  persons  representing any interested person or group and may
specify fair and  reasonable  procedures  for  the  examination  of  and
presentation of objections to the proxies and ballots. Costs incurred in
providing  such  representation  shall not be a charge upon or paid from
the funds of the guarantee capital insurer.
(6) Neither the guarantee capital insurer nor any  officer,  agent  or
employee  thereof  shall  knowingly omit, from any list of policyholders
entitled to notice  of  the  meeting,  the  name  of  any  policyholders
required  to  be  included  therein, or shall knowingly omit to give the
correct name and address of any policyholder, or shall knowingly give  a
wrong  address.  No  person shall conceal or withhold or aid or abet any
other person in concealing or withholding any proxy or ballot  from  the
authorized custodians thereof or from the inspectors. No policyholder or
shareholder shall sell or offer to sell any vote or proxy for any sum of
money  or anything of value other than the consideration provided for in
the plan of reorganization if said plan becomes effective.
(7)  All  ballots  and  proxies  received  by  the  inspectors   shall
immediately  upon  the  completion  of  the  canvass be placed in sealed
packages and shall be preserved by the said inspectors for a  period  of
one  year,  subject to the order of any court having jurisdiction of any
proceedings relating thereto, and then  shall  be  turned  over  to  the
guarantee   capital   insurer,   or  the  reorganized  insurer,  if  the
reorganization has become effective.
(8) The meeting and  the  conduct  thereof  shall  at  all  times,  on
petition  of the superintendent or of any person or persons whose rights
may be affected, be subject  to  the  supervision  and  control  of  the

supreme  court  in  the judicial district in which the guarantee capital
insurer has its home office.
(9)  The inclusion by the guarantee capital insurer of the name of any
person in any list of policyholders required by this section  shall  not
be  construed  as  an  admission  by such insurer of the validity of any
policy or contract and no such list shall be competent evidence  against
such  insurer  in  any action or proceeding in which the question of the
validity of any policy or contract or of any claim under it is involved.
(10) The provisions of section four thousand two hundred ten  of  this
chapter  shall  not apply to a meeting of shareholders and policyholders
held pursuant to this section.
(11) Upon the conclusion of the vote, the  guarantee  capital  insurer
shall  submit  to the superintendent (i) a certified copy of the plan of
reorganization, subscribed by the chairman of the board,  the  president
or  any  vice  president  and  attested by the secretary or an assistant
secretary  of  the  guarantee  capital  insurer,  (ii)  a   certificate,
subscribed  by  the  chairman  of  the  board, the president or any vice
president and attested by the secretary or assistant  secretary  of  the
guarantee  capital  insurer,  or subscribed by the person or persons, if
any, designated by the superintendent to supervise the giving of  notice
of  the  meeting,  to the effect that notice of the meeting was given in
accordance with this section to all persons entitled to such notice, and
(iii) a certificate subscribed by the inspectors of  the  attendance  at
the  meeting and of the results of the vote thereat, as evidenced by the
valid proxies and ballots filed thereat. Each such certificate shall  be
affirmed as true under the penalties of perjury by the person or persons
subscribing  the  same  and,  in  the  case  of  a certificate signed by
officers of the guarantee capital insurer, shall be affirmed  under  the
corporate seal of the guarantee capital insurer.
(i)  The  superintendent  shall  approve the plan of reorganization in
writing if he finds that the proposed reorganization  does  not  violate
this  chapter  and  is  fair  and  equitable to the shareholders and the
policyholders and the public,  and  that  after  giving  effect  to  the
reorganization,  the  reorganized insurer would have capital and surplus
at least equal to the  minimum  capital  and  surplus  required  by  the
superintendent  for  a newly organized stock insurer doing the same kind
or kinds of insurance business, or an amount of capital and surplus  the
superintendent  deems to be reasonably necessary for the solvency of the
reorganized insurer, whichever is the greater. If  approval  is  denied,
the  denial shall be in writing setting forth a statement of the reasons
therefor and the guarantee capital insurer shall have  the  right  to  a
hearing before the superintendent within thirty days of the date of such
denial.  Unless  otherwise  agreed by the guarantee capital insurer, the
superintendent shall approve or disapprove the plan  in  writing  on  or
before  a date which is the later of: (i) sixty days after submission to
him of the report of the appraiser or appraisers appointed  pursuant  to
subsection  (f) of this section, (ii) sixty days after the conclusion of
the public hearing required by subsection (g) of this section, or  (iii)
ten  days  after  certification to him of the results of the vote at the
meeting held pursuant to subsection (h) of this section.
(j) When the superintendent has given his  approval  of  the  plan  of
reorganization  as  provided  in  subsection  (i)  of  this  section and
certification  of  approval  of  the  plan  has   been   made   to   the
superintendent  as provided in subsection (h) of this section, a copy of
the plan of reorganization with the superintendent's  approval  endorsed
thereon  shall be filed in the office of the superintendent. In the case
of a merger, a copy of such plan shall also be filed in  the  office  of
the  clerk  of  the  county  where the principal office of the guarantee

capital insurer and the domestic stock insurer is located. The  plan  of
reorganization  shall  take  effect  in accordance with its terms on the
date when the filings required by this subsection have been made  or  on
such  later  date,  if  any,  as may have been specified in such plan or
pursuant thereto.
(k) Upon the conversion of the guarantee capital insurer or merger  in
the  manner herein provided, all the rights, franchises and interests of
the former guarantee  capital  insurer,  in  and  to  every  species  of
property,  real,  personal  and  mixed,  and  things in action thereunto
belonging, shall be deemed transferred to and vested in the  reorganized
insurer,   without  any  other  deed  or  transfer;  and  simultaneously
therewith such company shall be  deemed  to  have  assumed  all  of  the
obligations  and  liabilities  of  the former guarantee capital insurer,
other  than  obligations   and   liabilities   with   respect   to   the
policyholders' equity interest eliminated by the plan of reorganization.
(l)  No  action or proceeding pending at the time of the conversion or
merger to which the guarantee capital insurer may be a  party  shall  be
abated  or  discontinued by reason of such conversion or merger, but the
same may be prosecuted to final judgment in the same manner  as  if  the
conversion or merger had not taken place, or the reorganized insurer may
be  substituted  in  place of such guarantee capital insurer by order of
the court in which the action or proceeding may be pending.
(m) The directors and officers of the guarantee capital insurer  shall
serve  as  directors  and  officers of the reorganized insurer until new
directors and officers have been duly elected and qualified pursuant  to
the charter and by-laws of the reorganized insurer.
(n)  The guarantee capital insurer shall deliver to the superintendent
at the time of submission  of  the  plan  of  reorganization  a  written
undertaking in form and substance satisfactory to the superintendent and
signed by the guarantee capital insurer and by such other persons as the
superintendent may require, specifying the manner in which all costs and
expenses  incurred  in  any  manner  in  connection  with  the  plan  of
reorganization shall be  paid  or  reimbursed.  Such  undertaking  shall
provide for the payment or reimbursement of all expenses incurred by the
superintendent  or  the  department  of financial services in connection
with the plan of reorganization, other than normal operating expenses of
the department of financial services. Such undertaking shall provide  to
the  effect that no payment of expenses by the guarantee capital insurer
or  the  reorganized  insurer  shall,  after  giving   effect   to   any
reimbursement  or  contribution  received  by  such insurer with respect
thereto, have the effect of reducing the consideration to be paid to the
policyholders pursuant to the plan of reorganization or of reducing  the
portion  of the surplus of the reorganized insurer which is attributable
to policyholders. The said undertaking shall apply to expenses  incurred
prior  to  the submission of the plan of reorganization as well as those
incurred thereafter and shall be binding whether  or  not  the  plan  of
reorganization   takes   effect.   The   consideration  to  be  paid  to
policyholders pursuant  to  the  plan  shall  not  be  subject  to  this
subsection nor to said undertaking.
(o)  Notice  of the pendency of the proposed reorganization and of the
effect thereof shall be given by the guarantee capital  insurer  or  the
reorganized  insurer  in  a manner satisfactory to the superintendent to
all persons to whom the guarantee capital  insurer  or  the  reorganized
insurer  delivers  insurance contracts which are issued after the record
date  specified  for  policyholders  entitled  to  receive  any  of  the
consideration  provided for in the plan of reorganization but are issued
on or before the date sixty days after such record  date.  Such  persons
shall have the right to rescind such contracts, and to receive refund of

any  amounts paid with respect thereto by written notice to such insurer
or its agent given within ten days of their  receipt  of  the  aforesaid
notice given by such insurer.
(p)  If  the  plan  of  reorganization takes effect, the rights of all
policyholders thereafter shall be as specified in  the  charter  of  the
reorganized insurer and in their insurance contracts and they shall have
no  rights  under  the  charter  of  the  guarantee capital insurer. The
reorganized insurer shall thereafter be subject to all laws,  rules  and
regulations  applicable to domestic stock life insurers and shall not be
subject to any laws, rules or regulations of this  state  applicable  to
domestic mutual insurers and not to domestic stock life insurers. If the
reorganized  insurer  has  outstanding shares of guarantee capital after
the reorganization takes effect, the reorganization shall not affect the
rights of such shares as provided in  the  charter  of  the  reorganized
insurer  but for all other purposes of this chapter such shares shall be
deemed to constitute shares of stock.
(q) If the guarantee capital insurer  complies  substantially  and  in
good  faith  with  the  requirements of this section with respect to the
giving of any required notice  to  shareholders  or  policyholders,  its
failure  in  any  case  to  give  such  notice  to any person or persons
entitled thereto shall not  impair  the  validity  of  the  actions  and
proceedings  taken  under  this  section  or  entitle such person to any
injunctive or other equitable  relief  with  respect  thereto  but  this
subsection  shall not impair any claim for damage such person or persons
would otherwise have due to such failure.
(r) A shareholder  or  policyholder  whose  shares  or  policyholder's
equity   interest  would  be  exchanged  for  or  converted  into  other
consideration pursuant to a plan of reorganization adopted  pursuant  to
this  section  shall, by complying with section six hundred twenty-three
of the business corporation law, except as otherwise  provided  in  this
subsection,  have the right to receive payment for the fair value of his
shares or policyholder's equity interest. In the case of a policyholder,
no act pursuant to such section six hundred twenty-three, and no receipt
by him of any payment pursuant to  such  section  with  respect  to  his
policyholder's  equity  interest,  shall  impair or otherwise affect his
rights expressly conferred  by  his  insurance  contract  which  are  in
addition  to  those  rights conferred by or arising under the charter of
the guarantee capital insurer. The provisions of section seven  thousand
one  hundred  nineteen  of  this  chapter  shall  not apply in case of a
reorganization under this section. For purposes of this subsection,  the
provisions   of   section  six  hundred  twenty-three  of  the  business
corporation  law,  other  than  paragraphs  (i)  and  (m)  thereof   are
applicable except that:
(1)  The  references to "this chapter" in paragraph (a) of section six
hundred twenty-three of the business corporation law are deemed to refer
to this section.
(2) The references used in section six  hundred  twenty-three  of  the
business  corporation law to "shareholder" and "shareholders" are deemed
to include a policyholder or policyholders and the references therein to
"shares" are, in the case of a policyholder,  deemed  to  refer  to  his
policyholder's equity interest.
(3)  The  term  "shareholders  authorization date" used in section six
hundred twenty-three of the business corporation law is deemed to  refer
to the date of the meeting required by subsection (h) of this section.
(4)  In  the  case  of a policyholder, the information with respect to
shareholdings required by paragraphs (a) and (c) of section six  hundred
twenty-three  of  the  business  corporation  law to be contained in the
notice of election to dissent is deemed to refer to the policy number of

the policyholder's insurance contract entitling him to a  policyholder's
equity interest.
(5)  Notwithstanding paragraph (e) of section six hundred twenty-three
of the business corporation  law,  upon  filing  by  a  policyholder  of
election to dissent the policyholder shall cease to have any rights with
respect  to his policyholder's equity interest, but his rights expressly
conferred by his insurance contract and  not  conferred  by  or  arising
under  the charter of the guarantee capital insurer shall be unaffected.
In the case of a policyholder, the provisions of paragraph  (e)  thereof
providing  for  the  reinstatement  of a shareholder's rights in certain
events are deemed to provide for  reinstatement  of  his  policyholder's
equity interest.
(6)  In  the case of a policyholder, the provision of paragraph (f) of
section six  hundred  twenty-three  of  the  business  corporation  law,
referring  to  share  certificates shall be deemed to refer to insurance
contracts.
(7) Any provision of paragraph (g) of section six hundred twenty-three
of the business corporation law to  the  contrary  notwithstanding,  the
written  offer  made pursuant to said paragraph to the policyholders who
have filed notices of election to dissent shall be made at  prices  such
that  the  total  price  offered  to  all  such  policyholders  shall be
apportioned  among  the  different  classes  and  categories   of   said
dissenting   policyholders   in   the   same   manner  as  the  plan  of
reorganization provides for the total consideration to be paid  pursuant
thereto  to  be  apportioned  among all of the classes and categories of
policyholders.