State of Illinois
90th General Assembly
Legislation

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90_HB2226eng

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          Amends the Illinois  Insurance  Code.  Provides  that  if
      proposed increases or decreases in capital include subsequent
      transactions subject to the Insurance Holding Company Systems
      Article,  all information required under that Article must be
      provided to the Director of Insurance when seeking permission
      to increase or decrease capital.   Requires Director approval
      of  conversion  terms  of   convertible   preferred   shares.
      Authorizes  fixed  or floating rates of interest for guaranty
      fund borrowing. Provides  for  liability  for  producers  and
      third  party  administrators  in connection with unauthorized
      insurers. Sets forth requirements  for  issuance  of  capital
      notes.  Provides  restrictions  concerning credit allowed for
      domestic  ceding  insurers.  Authorizes   the   Director   of
      Insurance  to bring civil actions as rehabilitator against an
      insurance company and related parties.  Amends  the  Producer
      Controlled Insurer Act to expand the scope of the definitions
      of "controlled insurer" and "controlling producer". Effective
      immediately.
                                                     LRB9001538JSgc
HB2226 Engrossed                               LRB9001538JSgc
 1        AN  ACT  relating to insurance company finances, amending
 2    named Acts.
 3        Be it enacted by the People of  the  State  of  Illinois,
 4    represented in the General Assembly:
 5        Section  5.  The  Illinois  Insurance  Code is amended by
 6    changing Sections 14.1, 32, 33, 34,  56,  59.1,  144.2,  162,
 7    173,  173.1,  192, 205, 245.21, 245.23, 245.25, and 513a9 and
 8    adding Section 147.3 as follows:
 9        (215 ILCS 5/14.1) (from Ch. 73, par. 626.1)
10        Sec. 14.1. Articles of incorporation. The articles  shall
11    set forth:
12        (a)  the corporate name;
13        (b)  the location of its principal office;
14        (c)  the period of duration, which may be perpetual;
15        (d)  the  class  or  classes  of  insurance  business  as
16    provided in Section 4, in which it proposes to engage and the
17    kinds of insurance in each class it proposes to write;
18        (e)  The  number  of its directors, or that the number of
19    directors shall be not less than the minimum  nor  more  than
20    the  maximum  stated  in Section 10, the terms of office; and
21    the manner of electing the directors;
22        (f)  the amount of its authorized capital, the number  of
23    authorized  common  and  non-voting preferred shares, the par
24    value of each  share,  and  the  number  of  the  common  and
25    non-voting   preferred  shares  to  be  issued  and  sold  in
26    accordance with this Article to provide at least the  minimum
27    paid-up  capital  and paid-in surplus as set forth in Section
28    13 of this Article as now and hereafter amended;
29        (g)  the terms and conditions on which  preferred  shares
30    may  be  converted to common shares, if any shares are issued
31    with the right of conversion;
HB2226 Engrossed            -2-                LRB9001538JSgc
 1        (h) (g)  such other provisions not inconsistent with  law
 2    as  may  be  deemed  by  the incorporators to be necessary or
 3    advisable.
 4    (Source: P.A. 83-796.)
 5        (215 ILCS 5/32) (from Ch. 73, par. 644)
 6        Sec. 32.  Increase in capital.
 7        (1)  Any company subject to this Article may increase its
 8    paid-up capital either by issuing additional  shares  not  to
 9    exceed  the  number  of authorized shares as set forth in its
10    Articles or by increasing the par value  of  its  shares.  No
11    company  shall  issue  additional shares nor increase the par
12    value of its shares without first procuring from the Director
13    a permit so to do, which permit shall expire  one  year  from
14    its  date.  If  the proposed increase in capital is part of a
15    series of transactions that includes subsequent  transactions
16    that  will  be subject to Article VIII 1/2, the company shall
17    provide the Director all of the  information  called  for  in
18    Article  VIII  1/2  prior  to  the  Director's  issuance of a
19    permit.  The Director may decline to issue a  permit  if  the
20    Director  is  not  satisfied  that  the  proposed  series  of
21    transactions  satisfies  the standards established in Article
22    VIII 1/2.
23        The Director, upon compliance by  the  company  with  the
24    applicable  provisions  of  this  Code,  and  such reasonable
25    regulations relating to the offering, issuance,  subscription
26    or  sale  of  or  for  shares  as  may  be promulgated by the
27    Director to the end that no inequity, fraud or deceit may  be
28    worked  or tend to be worked upon prospective subscribers to,
29    recipients  or  purchasers  of  shares  or  present   holders
30    thereof,  shall  issue  a  permit  to  the  company  to issue
31    additional shares upon receipt of a copy of a  resolution  by
32    the  Board  of  Directors  authorizing  the  issuance of such
33    shares.
HB2226 Engrossed            -3-                LRB9001538JSgc
 1        If preferred shares  having  a  right  of  conversion  to
 2    common  shares  are to be issued, the terms and conditions on
 3    which the shares may be converted shall be  provided  to  the
 4    Director  before  a  permit  may  be  issued pursuant to this
 5    Section.
 6        In the case of shares to be issued for sale,  the  permit
 7    shall  authorize the company to solicit subscriptions to such
 8    shares on a form of subscription agreement which  shall  have
 9    been submitted to and approved by the Director.
10        All  of  the  provisions  of  this  Code  relative to the
11    filing, terms and effect of subscription agreements,  payment
12    for  shares,  the  limitations  of  expenses, filing of bonds
13    except that no bonds shall be required when a company  issues
14    stock to its sole shareholder, deposit of proceeds of shares,
15    return  of  funds  in  the  event  the payment for all of the
16    additional shares is  not  completed,  and  qualification  or
17    registration  shall apply to the same extent and effect as if
18    the additional shares were shares representing  the  original
19    capital  of  a  company  being  organized under this Article,
20    except  that  no  organization  bond  with  regard  to  costs
21    incurred in connection with liquidation or dissolution  shall
22    be  required,  and if the subscription agreement provides for
23    payment in installments, such installments shall  not  extend
24    beyond one year from date of the permit of the Director.
25        If shares are to be issued as a stock dividend, or if the
26    par  value  of  shares  is  to be increased, the permit shall
27    authorize the company to pay for such  additional  shares  or
28    increase in par value by transferring the requisite amount of
29    surplus  to paid-up capital provided, however, no transfer of
30    such surplus shall be made which will  reduce  the  remaining
31    surplus  to  less than the surplus required by Section 13. In
32    the case of an increase in par value, the company may require
33    each shareholder to surrender his or her certificate  and  to
34    accept  in  lieu thereof a new certificate conforming to such
HB2226 Engrossed            -4-                LRB9001538JSgc
 1    increase in par value.
 2        No more than one permit of the types under  this  Section
 3    may be outstanding in the name of any company at any time.
 4        (2)  When  the  Director  is notified that the additional
 5    shares proposed to be issued have, or that  the  increase  in
 6    par  value  has,  been  fully  paid,  and  that  all  of  the
 7    requirements  of  the  permit  have been satisfied, he or she
 8    shall make an examination of the company and  if  he  or  she
 9    finds  that the provisions of this Section have been complied
10    with, he or she shall issue a certificate of paid-up  capital
11    to  that effect which shall be filed with the recorder of the
12    county in which  the  principal  office  of  the  company  is
13    located  within  15  days  from the date of said certificate.
14    Upon the  issuance  of  such  certificate,  the  company  may
15    withdraw  the proceeds of the sale, if any, of its shares and
16    the bond, conditioned upon the full and  complete  accounting
17    by  the  company for the proceeds of any such sale of shares,
18    shall terminate or the cash deposited with  the  Director  in
19    lieu of such bond shall be returned.
20        (3)  If the Director finds that any company has failed to
21    comply with, or has violated any provision of the Code or any
22    regulation  promulgated  under subsection (1), he or she may,
23    in addition  to  and  notwithstanding  any  other  procedure,
24    remedy  or  penalty  provided  under  the laws of this State,
25    after notice and hearing, revoke  the  permit  issued  to  it
26    under subsection (1).
27    (Source: P.A. 86-753.)
28        (215 ILCS 5/33) (from Ch. 73, par. 645)
29        Sec. 33. Decrease of capital.
30        (1)  When  articles of amendment providing for a decrease
31    of capital or a decrease in the par value of shares, or both,
32    become effective, each issued  share  of  the  company  shall
33    thereupon  be  changed  into  and  be  a fractional part of a
HB2226 Engrossed            -5-                LRB9001538JSgc
 1    share, or a share having a reduced par  value,  or  both,  as
 2    provided  by such amendment, and the holders of shares issued
 3    before the amendment shall thereupon cease to be  holders  of
 4    such  shares  and  shall  be and become holders of the shares
 5    authorized by the amendment upon the basis specified  in  the
 6    amendment,  whether  or  not  certificates  representing  the
 7    shares  authorized  by  the  amendment  are  then  issued and
 8    delivered.  The  company  may  require  each  shareholder  to
 9    surrender his or her certificate and accept in lieu thereof a
10    new certificate conforming to such decrease.
11        (2)  No distribution of the assets of the  company  shall
12    be  made  to  the  shareholders  upon any decrease of capital
13    which shall reduce its  surplus  to  less  than  the  surplus
14    required  by  this  Code  for  the  kind or kinds of business
15    authorized to be transacted by the company.
16        (3)  If the proposed articles of amendment providing  for
17    a  decrease  of  capital  or  a  decrease in the par value of
18    shares, or both, is part of a  series  of  transactions  that
19    includes  subsequent  transactions  that  will  be subject to
20    Article VIII 1/2, the company shall provide the Director  all
21    of  the  information  called for in Article VIII 1/2 prior to
22    the Director's approval.  The Director may decline to approve
23    if the Director is not satisfied that the proposed series  of
24    transactions  satisfies  the standards established in Article
25    VIII 1/2.
26    (Source: P.A. 86-753.)
27        (215 ILCS 5/34) (from Ch. 73, par. 646)
28        Sec. 34. Procedure when insufficient assets possessed  by
29    company.
30        (1)  Whenever the Director finds that the admitted assets
31    of  any company subject to the provisions of this Article are
32    less than its  capital,  minimum  required  surplus  and  all
33    liabilities,  he  or  she  must  give  written  notice to the
HB2226 Engrossed            -6-                LRB9001538JSgc
 1    company of the amount of the impairment and require that  the
 2    impairment  be  removed within such period, which must be not
 3    less than 30 nor more than 90  days  from  the  date  of  the
 4    notice,  as he or she may designate. Unless otherwise allowed
 5    by the Director, the company must discontinue the issuance of
 6    new and renewal policies while the impairment exists.
 7        (2)  Upon the receipt of the notice  from  the  Director,
 8    the  board  of  directors  of  the  company  must  cause  the
 9    impairment  to  be  removed  and  call  upon its shareholders
10    ratably for the necessary amount to  remove  the  impairment,
11    or,  by  proper  action,  reduce  its  capital  to  meet  the
12    impairment providing the reduced capital is not less than the
13    minimum  requirements  fixed  by  this Code or by other means
14    remove the impairment.  If  the  impairment  is  not  removed
15    within  the period of time designated, the Director may order
16    the board of directors to call upon its shareholders ratably.
17    If In case a shareholder of the company refuses  or  neglects
18    shall refuse or neglect to pay the amount so called for after
19    notice, given, personally or by mail, by a date stated in the
20    notice  not  less  than 15 days from the date of such notice,
21    the Director may order the board of directors to declare may,
22    by resolution, declare the shares of such  person  cancelled,
23    and in lieu thereof may issue new certificates for shares and
24    dispose  of  the  same  at the best price obtainable not less
25    than par. If the amount received for  such  new  certificates
26    for  shares  exceeds  the  amount required to be paid by such
27    shareholder, the excess must be paid to  the  shareholder  so
28    refusing  to  pay his or her ratable share of the impairment.
29    Nothing contained in this  subsection  may  be  construed  to
30    impose  any  liability  on any shareholder as a result of any
31    call, enforceable in any manner other than through a sale  of
32    his or her shares as provided in this subsection.
33        (3)  If  the  impairment is not removed within the period
34    specified in the Director's  notice,  the  company  shall  be
HB2226 Engrossed            -7-                LRB9001538JSgc
 1    deemed  insolvent  and the Director shall proceed against the
 2    company in accordance with Article XIII.
 3        (4)  If  while  the  impairment  exists  any  officer  or
 4    director of the company knowingly renews, issues or  delivers
 5    or  causes  to  be  renewed,  issued or delivered any policy,
 6    contract or certificate of insurance unless  allowed  by  the
 7    Director,  and  the  fact  of such impairment is known to the
 8    officer or director of the company, such officer or  director
 9    shall  be  guilty  of a business offense and may be fined not
10    less than $200 and not more than $5,000 for each offense.
11        (5)  Nothing  in  this  Section  prohibits,  while   such
12    impairment exists, any such officer, director, trustee, agent
13    or  employee  from  issuing or renewing a policy of insurance
14    when an insured or owner exercises an option granted  to  him
15    or  her  under  an  existing policy to obtain new, renewed or
16    converted insurance coverage.
17    (Source: P.A. 82-498.)
18        (215 ILCS 5/56) (from Ch. 73, par. 668)
19        Sec.  56.  Accumulation  of  guaranty  fund  or  guaranty
20    capital. Any  company  subject  to  the  provisions  of  this
21    article,  may  provide for a surplus either by accumulating a
22    guaranty fund or a guaranty capital as follows:
23        (a)  Guaranty Fund. It may accumulate a guaranty fund  by
24    borrowing  money  at  an  interest rate either (1) at a fixed
25    rate not exceeding the corporate base rate as reported by the
26    largest bank  (measured  by  assets)  with  its  head  office
27    located in Chicago, Illinois, in effect on the first business
28    day of the month in which the loan document is executed, plus
29    3% per annum or (2) at a variable rate equal to the corporate
30    base  rate determined on the first business day of each month
31    during the term of the loan plus 2% per annum.  In  no  event
32    shall  the  variable  interest  rate for any month exceed the
33    initial rate for the loan or advance by  more  than  10%  per
HB2226 Engrossed            -8-                LRB9001538JSgc
 1    annum.   The  insurer shall elect at the time of execution of
 2    the loan or advance agreement whether the interest rate is to
 3    be fixed or floating for  the  term  of  the  agreement.   An
 4    agreement   issued   after   the  insurer  has  received  its
 5    Certificate  of  Authority  shall  first   be   approved   by
 6    resolution  of the Board of Directors and not exceeding seven
 7    per  centum  per  annum  under  agreements  approved  by  the
 8    Director.  The agreement which shall provide that  such  loan
 9    and  the  interest  thereon  shall  be repaid only out of the
10    surplus of such company in  excess  of  the  greater  of  the
11    original  or  minimum  surplus  required  of  such company by
12    Section 43. Such excess of surplus shall be  calculated  upon
13    the  fair market value of the assets of the company, and such
14    guaranty loan fund shall constitute and be  enforcible  as  a
15    liability  of  the  company  only  as  against such excess of
16    surplus. Any unpaid balance of such guaranty fund loan  shall
17    be  reported  in  the  annual  statement to be filed with the
18    Director.  Repayment of principal or payment of interest  may
19    be made only with the approval of the Director when he or she
20    is  satisfied  that  the  financial  condition of the company
21    warrants that action, but approval may not be withheld if the
22    company  shall  have  and  submit  satisfactory  evidence  of
23    surplus of  not  less  than  the  amount  stipulated  in  the
24    repayment  of  principal  or  interest  payment clause of the
25    agreement and no repayment of said fund shall be made  unless
26    the Director shall have been notified by the company at least
27    thirty days in advance of such proposed repayment.
28        (b)  Guaranty Capital. It may in addition to any advances
29    provided  for  herein,  establish  and  maintain  a  guaranty
30    capital  divided  into  shares having a par value of not more
31    than $100 one hundred dollars nor less than $5  five  dollars
32    each. The guaranty capital shall be applied to the payment of
33    losses  only  when  the  company  has exhausted its assets in
34    excess of unearned premium reserve and other liabilities; and
HB2226 Engrossed            -9-                LRB9001538JSgc
 1    when thus impaired the directors may make good the  whole  or
 2    any part of it by assessment on its policyholders as provided
 3    for in Section 60.  Said guaranty capital may, by vote of the
 4    board  of directors of the company and the written consent of
 5    the Director be reduced or retired by  any  amount,  provided
 6    that  the  net  surplus  of  the  company  together  with the
 7    remaining guaranty capital shall equal or exceed  the  amount
 8    of  surplus  required  by  Section 43, and due notice of such
 9    proposed action on the part of the company shall be published
10    in a  newspaper  of  general  circulation,  approved  by  the
11    Director,  not  less  than once each week for at least 4 four
12    consecutive weeks before such action  is  taken.  No  company
13    with  a  guaranty  capital,  which has ceased to do business,
14    shall divide any part of its assets or guaranty capital among
15    its shareholders unless it has paid or it has otherwise  been
16    released  from  its  policy  obligations.  The holders of the
17    shares of such guaranty capital shall be entitled to interest
18    either (1) at a fixed rate not exceeding the  corporate  base
19    rate  as  reported  by  the largest bank (measured by assets)
20    with its head office located in Chicago, Illinois, in  effect
21    on  the  first  business  day  of the month in which the loan
22    document is executed, plus 3% per annum or (2) at a  variable
23    rate equal to the corporate base rate determined on the first
24    business  day  of each month during the term of the loan plus
25    2% per annum.  In no event shall the variable  interest  rate
26    for any month exceed the initial rate for the loan or advance
27    by  more  than 10% per annum.  The insurer shall elect at the
28    time of issuance of the shares whether the interest  rate  is
29    to  be fixed or floating for the term of the agreement.  Such
30    interest shall be not exceeding seven per centum  per  annum,
31    payable from the surplus in excess of the surplus required of
32    the  company  by  Section 43. In the event of dissolution and
33    liquidation of such a company after  the  retirement  of  all
34    outstanding  obligations  of the company, the holders of such
HB2226 Engrossed            -10-               LRB9001538JSgc
 1    shares  of  guaranty  capital  shall   be   entitled   to   a
 2    preferential right in the assets of such company equal to the
 3    par  value of their share of such guaranty capital before any
 4    distribution to members.
 5    (Source: P.A. 86-753.)
 6        (215 ILCS 5/59.1)
 7        Sec. 59.1.  Conversion to stock company.
 8        (1)  Definitions. For the purposes of this  Section,  the
 9    following terms shall have the meanings indicated:
10             (a)  "Eligible  member"  is a member whose policy is
11        in force as of the date the  mutual  company's  board  of
12        directors  adopts a plan of conversion.  A person insured
13        under a group policy is not an eligible member, unless:
14                  (i)  the person is insured or covered  under  a
15             group  life  policy  or group annuity contract under
16             which funds are accumulated  and  allocated  to  the
17             respective covered persons;
18                  (ii)  the  person  has  the right to direct the
19             application of the funds so allocated;
20                  (iii)  the   group   policyholder   makes    no
21             contribution  to  the  premiums  or deposits for the
22             policy or contract; and
23                  (iv)  the mutual  company  has  the  names  and
24             addresses  of  the  persons  covered under the group
25             life policy or group annuity contract.
26             A person whose policy is issued after the  board  of
27        directors adopts the plan but before the plan's effective
28        date  is  not  an  eligible  member  but shall have those
29        rights set forth in subsection (10) of this Section.
30             (b)  "Converted  stock  company"  is   an   Illinois
31        domiciled  stock  company that converted from an Illinois
32        domiciled mutual company under this Section.
33             (c)  "Plan  of  conversion"  or  "plan"  is  a  plan
HB2226 Engrossed            -11-               LRB9001538JSgc
 1        adopted by an Illinois domestic mutual company's board of
 2        directors  under  this  Section  to  convert  the  mutual
 3        company into an Illinois domiciled stock company.
 4             (d)  "Policy" includes an annuity contract.
 5             (e)  "Member" means a person who, on the records  of
 6        the  mutual  company  and  pursuant  to  its  articles of
 7        incorporation or bylaws, is deemed to be a  holder  of  a
 8        membership interest in the mutual company.
 9        (2)  Adoption  of  the plan of conversion by the board of
10    directors.
11             (a)  A mutual company seeking to convert to a  stock
12        company  shall,  by the affirmative vote of two-thirds of
13        its board  of  directors,  adopt  a  plan  of  conversion
14        consistent  with  the  requirements  of subsection (6) of
15        this Section.
16             (b)  At any time before approval of a  plan  by  the
17        Director,  the  mutual company by the affirmative vote of
18        two-thirds of  its  board  of  directors,  may  amend  or
19        withdraw the plan.
20        (3)  Approval  of  the plan of conversion by the Director
21    of Insurance.
22             (a)  Required findings. After adoption by the mutual
23        company's board of directors, the plan shall be submitted
24        to the Director for review and approval.    The  Director
25        shall approve the plan upon finding that:
26                  (i)  the  provisions  of this Section have been
27             complied with;
28                  (ii)  the plan will not prejudice the interests
29             of the members; and
30                  (iii)  the   plan's   method   of    allocating
31             subscription rights is fair and equitable.
32             (b)  Documents to be filed.
33                  (i)  Prior  to  the  members'  approval  of the
34             plan,  a  mutual  company  seeking  the   Director's
HB2226 Engrossed            -12-               LRB9001538JSgc
 1             approval   of   a  plan  shall  file  the  following
 2             documents with the Director for review and approval:
 3                       (A)  the plan of conversion, including the
 4                  independent  evaluation  of  pro  forma  market
 5                  value required by item (f) of subsection (6) of
 6                  this Section;
 7                       (B)  the form of notice required  by  item
 8                  (b)  of  subsection  (4)  of  this  Section for
 9                  eligible members of the meeting to vote on  the
10                  plan;
11                       (C)  any  proxies  to  be  solicited  from
12                  eligible  members  pursuant  to subitem (ii) of
13                  item (c) of subsection (4) of this Section;
14                       (D)  the form of notice required  by  item
15                  (a)  of  subsection  (10)  of  this Section for
16                  persons  whose  policies   are   issued   after
17                  adoption  of  the plan but before its effective
18                  date; and
19                       (E)  the     proposed     articles      of
20                  incorporation and bylaws of the converted stock
21                  company.
22             Once  filed,  these  documents  shall be approved or
23             disapproved by  the  Director  within  a  reasonable
24             time.
25                  (ii)  After the members have approved the plan,
26             the converted stock company shall file the following
27             documents with the Director:
28                       (A)  the  minutes  of  the  meeting of the
29                  members at which the plan was voted upon; and
30                       (B)  the revised articles of incorporation
31                  and bylaws of the converted stock company.
32             (c)  Consultant. The Director  may  retain,  at  the
33        mutual   company's  expense,  any  qualified  expert  not
34        otherwise a part of the Director's  staff  to  assist  in
HB2226 Engrossed            -13-               LRB9001538JSgc
 1        reviewing  the plan and the independent evaluation of the
 2        pro forma market value which is required by item  (f)  of
 3        subsection (6) of this Section.
 4        (4)  Approval of the plan by the members.
 5             (a)  Members  entitled  to  notice of and to vote on
 6        the plan. All eligible members shall be given  notice  of
 7        and an opportunity to vote upon the plan.
 8             (b)  Notice  required. All eligible members shall be
 9        given notice of the members' meeting  to  vote  upon  the
10        plan.   A copy of the plan or a summary of the plan shall
11        accompany the notice.  The notice shall be mailed to each
12        member's last known  address,  as  shown  on  the  mutual
13        company's  records,  within  45  days  of  the Director's
14        approval of the plan.  The meeting to vote upon the  plan
15        shall  not  be set for a date less than 60 days after the
16        date when the notice of the  meeting  is  mailed  by  the
17        mutual  company.  If the meeting to vote upon the plan is
18        held coincident with the mutual company's annual  meeting
19        of  policyholders, only one combined notice of meeting is
20        required.
21             (c)  Vote required for approval.
22                  (i)  After approval by the Director,  the  plan
23             shall be adopted upon receiving the affirmative vote
24             of at least two-thirds of the votes cast by eligible
25             members.
26                  (ii)  Members   entitled   to   vote  upon  the
27             proposed plan may vote in person or by  proxy.   Any
28             proxies  to be solicited from eligible members shall
29             be filed with and approved by the Director.
30                  (iii)  The number of votes each eligible member
31             may cast shall be determined by the mutual company's
32             bylaws.  If the bylaws  are  silent,  each  eligible
33             member may cast one vote.
34        (5)  Adoption   of  revised  articles  of  incorporation.
HB2226 Engrossed            -14-               LRB9001538JSgc
 1    Adoption of the revised  articles  of  incorporation  of  the
 2    converted  stock  company  is necessary to implement the plan
 3    and shall be governed by the applicable provisions of Section
 4    57 of this Code.  For a Class 1 mutual company,  the  members
 5    may  adopt  the revised articles of incorporation at the same
 6    meeting at which the members approve the plan.  For a Class 2
 7    or 3 mutual company, the revised  articles  of  incorporation
 8    may  be adopted solely by the board of directors or trustees,
 9    as provided in Section 57 of this Code.
10        (5.5)  Prior to the completion of a  plan  of  conversion
11    filed  by a mutual company with the Director, no person shall
12    knowingly acquire, make any offer, or make  any  announcement
13    of  an  offer  for any security issued or to be issued by the
14    converting mutual company in  connection  with  its  plan  of
15    conversion  or for any security issued or to be issued by any
16    other company authorized in item(c)(i) of subsection  (6)  of
17    this  Section  and  organized  for  purposes of effecting the
18    conversion, except in compliance with  the  maximum  purchase
19    limitations  imposed  by  item  (i) of subsection (6) of this
20    Section or the terms of the plan of conversion as approved by
21    the Director.
22        (6)  Required provisions in a  plan  of  conversion.  The
23    following provisions shall be included in the plan:
24             (a)  Reasons  for  conversion.  The  plan  shall set
25        forth the reasons for the proposed conversion.
26             (b)  Effect of conversion on existing policies.
27                  (i)  The plan shall provide that  all  policies
28             in  force  on the effective date of conversion shall
29             continue to remain in force under the terms of those
30             policies, except  that  any  voting  rights  of  the
31             policyholders  provided  for  under  the policies or
32             under this Code and any contingent liability  policy
33             provisions  of  the  type described in Section 55 of
34             this Code shall be  extinguished  on  the  effective
HB2226 Engrossed            -15-               LRB9001538JSgc
 1             date of the conversion.
 2                  (ii)  The   plan  shall  further  provide  that
 3             holders of participating policies in effect  on  the
 4             date  of conversion shall continue to have the right
 5             to   receive   dividends   as   provided   in    the
 6             participating policies, if any.
 7                  (iii)  Except    for    a    mutual   company's
 8             participating life  policies,  guaranteed  renewable
 9             accident  and  health  policies,  and non-cancelable
10             accident and health policies,  the  converted  stock
11             company  may  issue  the  insured a nonparticipating
12             policy as a substitute for the participating  policy
13             upon the renewal date of a participating policy.
14             (c)  Subscription rights to eligible members.
15                  (i)  The  plan shall provide that each eligible
16             member   is    to    receive,    without    payment,
17             nontransferable  subscription  rights  to purchase a
18             portion of the capital stock of the converted  stock
19             company.   As  an alternative to subscription rights
20             in the converted stock company, the plan may provide
21             that each eligible member  is  to  receive,  without
22             payment,   nontransferable  subscription  rights  to
23             purchase a portion of the capital stock  of:  (A)  a
24             corporation   organized  and  owned  by  the  mutual
25             company for the purpose of acquiring  or  purchasing
26             and  holding  all  the  stock of the converted stock
27             company; or (B) a stock insurance company  owned  by
28             the  mutual  company  into  which the mutual company
29             will be merged.
30                  (ii)  The   subscription   rights   shall    be
31             allocated in whole shares among the eligible members
32             using  a  fair  and equitable formula.  This formula
33             may but need not take into account how the different
34             classes  of  policies  of   the   eligible   members
HB2226 Engrossed            -16-               LRB9001538JSgc
 1             contributed to the surplus of the mutual company.
 2             (d)  Oversubscription. The plan shall provide a fair
 3        and  equitable  means  for  the  allocation  of shares of
 4        capital stock in the  event  of  an  oversubscription  to
 5        shares by eligible members exercising subscription rights
 6        received  pursuant  to item (c) of subsection (6) of this
 7        Section.
 8             (e)  Undersubscription. The plan shall provide  that
 9        any shares of capital stock not subscribed to by eligible
10        members  exercising  subscription  rights  received under
11        item (c) of subsection (6) of this Section shall be  sold
12        in  a  public  offering  through  an underwriter.  If the
13        number of shares  of  capital  stock  not  subscribed  by
14        eligible  members  is  so small or the additional time or
15        expense required for a public offering  of  those  shares
16        would be otherwise unwarranted under the circumstances in
17        number  as  to  not  warrant  the  expense  of  a  public
18        offering,  the  plan  of  conversion  may provide for the
19        purchase  of  the  unsubscribed  shares  by   a   private
20        placement  or  other  alternative  method approved by the
21        Director that is  fair  and  equitable  to  the  eligible
22        members.
23             (f)  Total  price  of  stock. The plan shall set the
24        total price of the capital stock equal to  the  estimated
25        pro  forma  market  value  of the converted stock company
26        based upon  an  independent  evaluation  by  a  qualified
27        person.  The pro forma market value may be the value that
28        is estimated to be necessary to attract full subscription
29        for   the   shares   as   indicated  by  the  independent
30        evaluation.
31             (g)  Purchase price of each share.  The  plan  shall
32        set  the  purchase  price  of each share of capital stock
33        equal to any reasonable amount that will not inhibit  the
34        purchase  of  shares  by  members.  The purchase price of
HB2226 Engrossed            -17-               LRB9001538JSgc
 1        each share shall be uniform for all purchasers except the
 2        price may be modified by the Director by  reason  of  his
 3        consideration  of a plan for the purchase of unsubscribed
 4        stock pursuant to item (e)  of  subsection  (6)  of  this
 5        Section.
 6             (h)  Closed  block  of  business  for  participating
 7        life policies of a Class 1 mutual company.
 8                  (i)  The  plan  shall  provide  that  a Class 1
 9             mutual  company's  participating  life  policies  in
10             force on the effective date of the conversion  shall
11             be  operated  by  the  converted  stock  company for
12             dividend purposes as a closed block of participating
13             business except that any or  all  classes  of  group
14             participating  policies  may  be  excluded  from the
15             closed block.
16                  (ii)  The plan  shall  establish  one  or  more
17             segregated  accounts  for  the benefit of the closed
18             block  of  business  and  shall  allocate  to  those
19             segregated accounts  enough  assets  of  the  mutual
20             company so that the assets together with the revenue
21             from  the closed block of business are sufficient to
22             support the closed block including, but not  limited
23             to,  the payment of claims, expenses, taxes, and any
24             dividends that are provided for under the  terms  of
25             the    participating   policies   with   appropriate
26             adjustments in the dividends for experience changes.
27             The plan shall be accompanied by  an  opinion  of  a
28             qualified  actuary or an appointed actuary who meets
29             the standards set forth in  the  insurance  laws  or
30             regulations for the submission of actuarial opinions
31             as  to  the  adequacy  of  reserves  or assets.  The
32             opinion shall relate to the adequacy of  the  assets
33             allocated  to  the segregated accounts in support of
34             the closed block of business.  The actuarial opinion
HB2226 Engrossed            -18-               LRB9001538JSgc
 1             shall  be  based  on  methods  of  analysis   deemed
 2             appropriate  for  those  purposes  by  the Actuarial
 3             Standards Board.
 4                  (iii)  The amount of assets  allocated  to  the
 5             segregated  accounts  of  the  closed block shall be
 6             based  upon  the  mutual   company's   last   annual
 7             statement  that  is updated to the effective date of
 8             the conversion.
 9                  (iv)  The converted stock company shall keep  a
10             separate  accounting  for the closed block and shall
11             make and include in the annual statement to be filed
12             with the Director each  year  a  separate  statement
13             showing  the  gains,  losses,  and expenses properly
14             attributable to the closed block.
15                  (v)  Periodically,    upon    the    Director's
16             approval, those assets allocated to the closed block
17             as  provided  in  subitem  (ii)  of  item   (h)   of
18             subsection (6) of this Section that are in excess of
19             the  amount  of  assets  necessary  to  support  the
20             remaining  polices  in the closed block shall revert
21             to the benefit of the converted stock company.
22                  (vi)  The Director may  waive  the  requirement
23             for  the establishment of a closed block of business
24             if the Director deems it to be in the best interests
25             of the participating  policyholders  of  the  mutual
26             insurer to do so.
27             (i)  Limitations on acquisition of control. The plan
28        shall  provide  that  any  one person or group of persons
29        acting  in  concert  may  not  acquire,  through   public
30        offering  or  subscription  rights,  more  than 5% of the
31        capital stock of the converted stock company for a period
32        of 5 years from the effective date  of  the  plan  except
33        with  the approval of the Director.  This limitation does
34        not apply to any entity that is to purchase 100%  of  the
HB2226 Engrossed            -19-               LRB9001538JSgc
 1        capital  stock  of  the  converted company as part of the
 2        plan of conversion approved  by  the  Director  or  to  a
 3        purchase  of  stock  by  a tax-qualified employee benefit
 4        plan pursuant to subscription grants granted to that plan
 5        as authorized under item (b) (c)  of  subsection  (7)  of
 6        this  Section  and  to  a  purchase of unsubscribed stock
 7        pursuant to item (e) of subsection (6) of this Section.
 8        (7)  Optional provisions in a  plan  of  conversion.  The
 9    following provisions may be included in the plan:
10             (a)  Directors and officers subscription rights.
11                  (i)  The  plan  may  provide that the directors
12             and officers of the mutual  company  shall  receive,
13             without payment, nontransferable subscription rights
14             to  purchase  capital  stock  of the converted stock
15             company or the stock of another corporation that  is
16             participating  in the conversion plan as provided in
17             subitem (i) of item (c) of subsection  (6)  of  this
18             Section.   Those   subscription   rights   shall  be
19             allocated among the directors and officers by a fair
20             and equitable formula.
21                  (ii)  The total number of shares  that  may  be
22             purchased   under   subitem   (i)  of  item  (a)  of
23             subsection (7) of this Section may not exceed 35% of
24             the total number of shares to be issued in the  case
25             of  a  mutual company with total assets of less than
26             $50 million or 25% of the total shares to be  issued
27             in the case of a mutual company with total assets of
28             more  than  $500 million.  For mutual companies with
29             total assets between $50 million and  $500  million,
30             the  total  number  of  shares that may be purchased
31             shall be interpolated.
32                  (iii)  Stock purchased by a director or officer
33             under subitem (i) of item (a) of subsection  (7)  of
34             this  Section  may  not  be  sold  within  one  year
HB2226 Engrossed            -20-               LRB9001538JSgc
 1             following the effective date of the conversion.
 2                  (iv)  The plan may also provide that a director
 3             or  officer  or  person  acting  in  concert  with a
 4             director or officer of the mutual  company  may  not
 5             acquire  any  capital  stock  of the converted stock
 6             company for 3 years after the effective date of  the
 7             plan, except through a broker or dealer, without the
 8             permission  of the Director.  That provision may not
 9             apply to prohibit the directors  and  officers  from
10             purchasing   stock   through   subscription   rights
11             received  in  the plan under subitem (i) of item (a)
12             of subsection (7) of this Section.
13             (b)  Tax-qualified employee stock benefit plan.  The
14        plan  may  allocate  to  a tax-qualified employee benefit
15        plan nontransferable subscription rights to  purchase  up
16        to  10%  of  the  capital  stock  of  the converted stock
17        company or the  stock  of  another  corporation  that  is
18        participating  in  the  conversion  plan  as  provided in
19        subitem (i)  of  item  (c)  of  subsection  (6)  of  this
20        Section.  That employee benefit plan shall be entitled to
21        exercise its subscription rights regardless of the amount
22        of shares purchased by other persons.
23        (8)  Alternative   plan   of  conversion.  The  board  of
24    directors may adopt a plan of conversion that does  not  rely
25    in  whole  or  in  part  upon  the  issuance  to  members  of
26    non-transferable subscription rights to purchase stock of the
27    converted  stock  company if the Director finds that the plan
28    does not prejudice the interests of the members, is fair  and
29    equitable,  and is based upon an independent appraisal of the
30    market value of the mutual company by a qualified person  and
31    a  fair  and  equitable allocation of any consideration to be
32    given eligible members.  The  Director  may  retain,  at  the
33    mutual  company's expense, any qualified expert not otherwise
34    a part of the Director's staff to assist in reviewing whether
HB2226 Engrossed            -21-               LRB9001538JSgc
 1    the plan may be approved by the Director.
 2        (9)  Effective date of the  plan.  A  plan  shall  become
 3    effective  when  the  Director  has  approved  the  plan, the
 4    members have approved the plan, and the revised  articles  of
 5    incorporation have been adopted.
 6        (10)  Rights  of  members whose policies are issued after
 7    adoption of the plan and before its effective date.
 8             (a)  Notice. All members whose policies  are  issued
 9        after  the proposed plan has been adopted by the board of
10        directors and before the effective date of the plan shall
11        be given written notice of the plan  of  conversion.  The
12        notice  shall  specify the member's right to rescind that
13        policy as provided in item (b) of subsection (10) of this
14        Section within 45 days after the effective  date  of  the
15        plan.  A  copy of the plan or a summary of the plan shall
16        accompany the notice.  The form of the  notice  shall  be
17        filed with and approved by the Director.
18             (b)  Option  to  rescind.  Any  member  entitled  to
19        receive  the  notice  described in item (a) of subsection
20        (10) of this Section shall be entitled to rescind his  or
21        her  policy and receive a full refund of any amounts paid
22        for the policy or  contract  within  10  days  after  the
23        receipt of the notice.
24        (11)  Corporate existence.
25             (a)  Upon  the  conversion  of a mutual company to a
26        converted stock company according to  the  provisions  of
27        this  Section,  the  corporate  existence  of  the mutual
28        company  shall  be  continued  in  the  converted   stock
29        company.   All  the  rights, franchises, and interests of
30        the mutual company in and  to  every  type  of  property,
31        real, personal, and mixed, and things in action thereunto
32        belonging,  is  deemed  transferred  to and vested in the
33        converted stock company without  any  deed  or  transfer.
34        Simultaneously,  the converted stock company is deemed to
HB2226 Engrossed            -22-               LRB9001538JSgc
 1        have assumed all the obligations and liabilities  of  the
 2        mutual company.
 3             (b)  The   directors  and  officers  of  the  mutual
 4        company,  unless  otherwise  specified  in  the  plan  of
 5        conversion, shall serve as directors and officers of  the
 6        converted  stock company until new directors and officers
 7        of the converted stock company are duly elected  pursuant
 8        to  the  articles  of  incorporation  and  bylaws  of the
 9        converted stock company.
10        (12)  Conflict of interest. No director, officer,  agent,
11    or  employee  of the mutual company or any other person shall
12    receive any fee, commission, or other valuable consideration,
13    other than his or her usual regular salary and  compensation,
14    for  in  any  manner  aiding,  promoting, or assisting in the
15    conversion except as set forth in the plan  approved  by  the
16    Director.  This  provision  does  not prohibit the payment of
17    reasonable fees and compensation to  attorneys,  accountants,
18    and  actuaries  for  services  performed  in  the independent
19    practice  of  their  professions,  even  if   the   attorney,
20    accountant,  or  actuary  is  also  a  Director of the mutual
21    company.
22        (13)  Costs and expenses.  All  the  costs  and  expenses
23    connected  with  a  plan  of  conversion shall be paid for or
24    reimbursed by the  mutual  company  or  the  converted  stock
25    company  except  where the plan provides either for a holding
26    company to acquire the stock of the converted  stock  company
27    or  for  the  merger  of  the  mutual  company  into  a stock
28    insurance company as provided in subitem (i) of item  (c)  of
29    subsection (6) of this Section. In those cases, the acquiring
30    holding  company or the stock insurance company shall pay for
31    or reimburse all the costs and expenses  connected  with  the
32    plan.
33        (14)  Failure  to  give  notice.  If  the  mutual company
34    complies substantially and in  good  faith  with  the  notice
HB2226 Engrossed            -23-               LRB9001538JSgc
 1    requirements of this Section, the mutual company's failure to
 2    give  any  member  or  members  any  required notice does not
 3    impair the validity of any action taken under this Section.
 4        (15)  Limitation of actions. Any action  challenging  the
 5    validity  of  or  arising out of acts taken or proposed to be
 6    taken under this Section shall be commenced  within  30  days
 7    after the effective date of the plan.
 8    (Source: P.A. 88-662, eff. 9-16-94.)
 9        (215 ILCS 5/144.2) (from Ch. 73, par. 756.2)
10        Sec.  144.2.   Notification  of  insurance  accident  and
11    health business.
12        (a)  Upon notice by the Director, a company having direct
13    premium  income for the kinds of business authorized in Class
14    1, clause (b), or Class 2, clause (a), of Section 4 must file
15    with the  Director  supplemental  information  regarding  its
16    insurance  accident  and health business.  The Director shall
17    by rule establish standards to determine the companies to  be
18    given notice.
19        (b)  The  notice  prescribed  by this Section may require
20    the  company  to  provide  information  concerning,  but  not
21    limited to, the following:
22             (1)  adequacy of rates;
23             (2)  marketing methodology and acquisition expenses;
24             (3)  underwriting standards;
25             (4)  recordkeeping and statistical systems;
26             (5)  claim systems and claim reserving systems;
27             (6)  reinsurance; and
28             (7)  the general financial condition of the company.
29    (Source: P.A. 86-753; 86-1028; 87-1090.)
30        (215 ILCS 5/147.3 new)
31        Sec.  147.3.  Issuance  of  capital  notes  by   domestic
32    companies.
HB2226 Engrossed            -24-               LRB9001538JSgc
 1        (a)  A  domestic  company may at any time or from time to
 2    time issue capital notes  pursuant  to  this  Section  in  an
 3    aggregate principal amount not exceeding (1) 25% of its total
 4    adjusted capital (including the aggregate principal amount of
 5    outstanding  capital  notes  and outstanding surplus notes or
 6    guaranty fund certificates and guaranty capital shares) as of
 7    the end of the immediately preceding calendar year  less  (2)
 8    the  aggregate  principal amount of outstanding capital notes
 9    and outstanding surplus notes or guaranty  fund  certificates
10    and  guaranty capital shares; provided, however, that capital
11    notes shall not be issued for an aggregate  principal  amount
12    that  would  cause  the aggregate principal amount for all of
13    the insurer's  capital  notes  scheduled  to  mature  in  any
14    calendar year to exceed 5%, or the aggregate principal amount
15    of  all of the insurer's capital notes scheduled to mature in
16    any 3 consecutive  calendar  years  to  exceed  12%,  of  the
17    insurer's  total  adjusted  capital  as  of  the  end  of the
18    calendar year  immediately  preceding  the  issuance  of  the
19    capital  notes.  The  aggregate  amount  of capital notes and
20    surplus notes or  guaranty  fund  certificates  and  guaranty
21    capital  shares  is  at all times limited to 33 1/3% of total
22    adjusted capital.  Any aggregate amount  in  excess  of  this
23    limit  shall  reduce  the amount of capital notes included in
24    the insurer's total adjusted capital.
25        (b)  No insurer shall issue  capital  notes  pursuant  to
26    this  Section  unless  the  form and terms thereof shall have
27    been approved by the Director.  The term of any capital  note
28    shall be no less than 5 years.
29        (c)  An  insurer  with  a  capital note outstanding shall
30    file a report with the Director at the  same  time  that  the
31    insurer files its Annual Statement and at such other times as
32    the  Director determines necessary.  The Director may by rule
33    establish times for and the content of these reports.
34        (d)  The insurer shall not pay or  redeem  the  principal
HB2226 Engrossed            -25-               LRB9001538JSgc
 1    amount  of  any capital notes, make any sinking fund payment,
 2    or pay any interest on the notes, and the principal, payment,
 3    and interest shall not become due or payable if, based on the
 4    preceding year-end annual statement filed with the Director:
 5             (1)(A)  The insurer's total adjusted capital is less
 6        than the insurer's company action level RBC  or  (B)  the
 7        insurer's total adjusted capital is less than the product
 8        of  1.25  and its company action level RBC and there is a
 9        negative trend, as  determined  in  accordance  with  the
10        Article IIA of this Code; or
11             (2)  the  aggregate  of  all payments or redemptions
12        made during a calendar year would,  if  made  immediately
13        prior  to  the  preceding  year-end,  have caused (A) the
14        insurer's total adjusted capital  to  be  less  than  the
15        insurer's  company  action level RBC or (B) the insurer's
16        total adjusted capital at such time to be less  than  the
17        product  of  1.25  and  its  company action level RBC and
18        there is a negative trend, as  determined  in  accordance
19        with Article IIA of this Code.
20        Notwithstanding  items  (1)  and (2), upon request by the
21    insurer, the Director may approve, in whole or in  part,  any
22    payment  or  redemption  on  the capital notes if and at such
23    time or times  as  in  his  or  her  judgment  the  financial
24    condition  of  the  insurer  warrants.   The  amount  of  the
25    redemptions  or  payments of principal amounts of any capital
26    notes that cannot be made as the result of the provisions  of
27    this subsection may accumulate at the rate of interest of the
28    capital notes.
29        (e)  Capital notes issued pursuant to this Section:
30             (1)  may  provide (A) for interest payments at fixed
31        or adjustable rates, sinking fund payments, and  payments
32        and  redemptions of principal, in each case in accordance
33        with the terms of the capital note and without the  prior
34        approval  of  the Director except to the extent that such
HB2226 Engrossed            -26-               LRB9001538JSgc
 1        approval is  required  pursuant  to  this  subsection  or
 2        subsection  (d)  of  this  Section,  (B) that the capital
 3        notes automatically become due and payable in  the  event
 4        the    insurer   becomes   subject   to   an   order   of
 5        rehabilitation,  liquidation,  or  conservation   granted
 6        pursuant to a proceeding under Article XIII of this Code,
 7        and   (C)   for  such  other  features  as  the  Director
 8        determines  are  appropriate  for  capital  notes  issued
 9        according to this Section; and
10             (2)  shall  provide  that  if  at  the  end  of  any
11        calendar year the total amount  of  the  insurer's  total
12        adjusted   capital  (including  the  aggregate  principal
13        amount  of  outstanding  capital  notes  and  outstanding
14        surplus notes or guaranty fund certificates and  guaranty
15        capital  shares)  is  less  than  3  times  the aggregate
16        principal amount of capital notes outstanding and surplus
17        notes or guaranty fund certificates and guaranty  capital
18        shares,  the  Director  may  notify  the insurer that the
19        financial condition of the insurer does not  warrant  the
20        payment  or  redemption or sinking fund payment, in whole
21        or in part, on the capital notes.   Such  action  by  the
22        Director  shall,  without  any  action on the part of the
23        insurer or any other person, automatically defer  payment
24        or  redemption until such time as the Director finds that
25        the financial condition warrants payment  or  redemption.
26        The  amount  of  redemptions  or  payments  of  principal
27        amounts  of  any capital notes so deferred may accumulate
28        at the rate of interest of the capital notes.
29        (f)  The outstanding principal of a capital  note  issued
30    pursuant  to  this  Section  shall  be considered part of the
31    insurer's total adjusted capital, but shall not be considered
32    part of the insurer's surplus; provided, however,  (1)  that,
33    in  the  case  of  any capital note maturing 15 years or less
34    from the year in which the capital note is issued,  one-fifth
HB2226 Engrossed            -27-               LRB9001538JSgc
 1    of  the  aggregate principal amount of the capital note shall
 2    be subtracted  from  total  adjusted  capital  in  each  year
 3    starting  with  the  fifth  year  immediately  preceding  the
 4    calendar  year  in  which  the  capital  note is scheduled to
 5    mature; and (2)  that,  in  the  case  of  any  capital  note
 6    maturing  more  than  15  years  from  the  year in which the
 7    capital note is issued, one-tenth of the aggregate  principal
 8    amount  of  the  capital  note shall be subtracted from total
 9    adjusted capital in each year starting with  the  tenth  year
10    immediately  preceding the calendar year in which the capital
11    note is scheduled to mature, and further provided that, in no
12    event shall the amount included in total adjusted capital for
13    any capital note exceed the principal amount,  at  issue,  of
14    the  outstanding  capital  note  less  the  aggregate  of all
15    sinking fund payments made on the capital note.  The  insurer
16    shall  disclose  the  aggregate  principal  amount of capital
17    notes then  outstanding  as  a  liability  on  its  financial
18    statements filed with the Director pursuant to this Code.
19        (g)  As  used  in this Section, the terms "total adjusted
20    capital", "company action level RBC", and "authorized control
21    level RBC" shall have  the  meanings  given  those  terms  in
22    Article IIA of this Code.
23        (215 ILCS 5/162) (from Ch. 73, par. 774)
24        Sec. 162.  Certificate of Merger or Consolidation or Plan
25    of Exchange and Certificate of Approval.)
26        (1)  Upon  the  execution  of  an  agreement of merger or
27    consolidation or plan of exchange, there shall  be  delivered
28    to the Director:
29             (a)  two  duplicate  originals  of  the agreement or
30        plan;
31             (b)  affidavits of officers of each of the companies
32        setting forth  the  facts  necessary  to  show  that  all
33        requirements  of  law  with respect to notices to persons
HB2226 Engrossed            -28-               LRB9001538JSgc
 1        entitled to vote have been complied with;
 2             (c)  certificates of the  secretaries  or  assistant
 3        secretaries  or  corresponding  officers  of  each of the
 4        companies, in case of a merger or  consolidation,  or  of
 5        the company to be acquired in case of a plan of exchange,
 6        certifying  to the number of shares, if any, outstanding,
 7        the number of shares voted for and against such agreement
 8        or  plan,  and  further  in  the  case  of  a  merger  or
 9        consolidation (1) the number of policyholders represented
10        at the meeting at which the agreement was considered, and
11        (2) the number of votes cast  by  policyholders  for  and
12        against  such agreement or (3) in the case of a fraternal
13        benefit society, the number of delegates of  the  supreme
14        legislative  or  governing  body, and the number of votes
15        cast by the delegates for and against the agreement;
16             (d)  the certificates required by section 171;
17             (e)  if the surviving or new company is  a  domestic
18        company  and  any  foreign or alien company is a party to
19        the merger or consolidation and the laws of the state  or
20        country  under  which  such  foreign  or alien company is
21        incorporated  require   approval   of   the   merger   or
22        consolidation  by an official of such state or country, a
23        certificate of approval of such official; and
24             (f)  in case of consolidation where the new  company
25        is  a  foreign or alien company, an instrument appointing
26        the Director and his or her successor  or  successors  in
27        office,  the  attorney  of  such  company  for service of
28        process, containing the same provisions  and  having  the
29        same  effect  as  the instrument required of a foreign or
30        alien  company  in  order  to  be  admitted  to  transact
31        business in this State.
32        In  addition,  the  Director  shall   be   provided,   in
33    substantially  the  same form, the information required under
34    Article VIII 1/2 of this Code.
HB2226 Engrossed            -29-               LRB9001538JSgc
 1        (2)  In case the surviving or new company is  a  domestic
 2    company, if the Director finds that:
 3             (a)  the  agreement of merger or consolidation is in
 4        accordance with the provisions of this  Article  and  not
 5        inconsistent  with the laws and the Constitutions of this
 6        State and the United States;
 7             (b)  the surviving or new company has complied  with
 8        all applicable provisions of this Code; and
 9             (c)  no  reasonable  objection exists to such merger
10        or consolidation; and
11             (d)  the   standards   established   under   Article
12        VIII 1/2 are satisfied;
13    he or she shall approve the agreement.  The provisions of any
14    law with reference to  age  limits  and  medical  examination
15    shall  be  inoperative  in  so far as agreements of merger or
16    consolidation are concerned.  If the agreement of  merger  or
17    consolidation  be  approved  by the Director, he or she shall
18    file the affidavits and certificates and one of the duplicate
19    originals of the agreement in his or her office, endorse upon
20    the other duplicate original his or her approval thereof, and
21    deliver  it,  together  with  a  certificate  of  merger   or
22    consolidation,  as  the  case may be, to the surviving or new
23    company.  In the case of a consolidation, the Director  shall
24    also issue a certificate of authority to the new company.
25        (3)  In case the surviving or new company is a foreign or
26    alien company, if the Director finds that:
27             (a)  the  agreement of merger or consolidation is in
28        accordance with the provisions of this  Article  and  not
29        inconsistent  with the laws and the Constitutions of this
30        State and the United States;
31             (b)  the  agreement  of  merger   or   consolidation
32        provides  for  the  assumption  by  the  new or surviving
33        company of all the liabilities  and  obligations  of  the
34        companies  parties  to  the  merger  or consolidation and
HB2226 Engrossed            -30-               LRB9001538JSgc
 1        otherwise affords proper  protection  for  creditors  and
 2        policyholders   and   that   such   provisions   are  not
 3        inconsistent with the laws of the  state  or  country  of
 4        incorporation of such new or surviving company;
 5             (c)  the  surviving or new company has complied with
 6        all applicable provisions of this Code; and
 7             (d)  no reasonable objection exists to  such  merger
 8        or consolidation; and
 9             (e)  the   standards   established   under   Article
10        VIII 1/2 are satisfied;
11    he  or  she shall approve the agreement.  If the agreement be
12    approved by the Director, he or she shall file the affidavits
13    and certificates and one of the duplicate  originals  of  the
14    agreement  in  his  or  her  office,  endorse  upon the other
15    duplicate original his or her approval thereof,  and  deliver
16    it,  together with a certificate of approval of the merger or
17    consolidation, as the case may be, to the  surviving  or  new
18    company.
19        (4)  In  the  case of a plan of exchange, if the Director
20    finds that the parties to the exchange have established that:
21             (a)  the plan, if effective, will not tend adversely
22        to affect the financial stability or  management  of  any
23        domestic  company which is a party thereto or the general
24        capacity or intention to continue the  safe  and  prudent
25        transaction  of  the  insurance business of such domestic
26        company or companies;
27             (b)  the  interests   of   the   policyholders   and
28        shareholders  of each domestic insurance company which is
29        a party to the plan are protected; and
30             (c)  the competence,  experience  and  integrity  of
31        those  persons  who  would  control  the operation of the
32        domestic company are such as to be in the best  interests
33        of  the  policyholders  of  such  company  to permit such
34        exchange;
HB2226 Engrossed            -31-               LRB9001538JSgc
 1             (d)  the terms and conditions of the plan  are  fair
 2        and reasonable; and
 3             (e)  the   standards   established   under   Article
 4        VIII 1/2 are satisfied;
 5    he  or she shall approve the plan of exchange. If the plan of
 6    exchange be approved by the Director, he or  she  shall  file
 7    the  affidavits  and  certificates  and  one of the duplicate
 8    originals of the plan of  exchange  in  his  or  her  office,
 9    endorse upon the other duplicate original his or her approval
10    thereof,  and  deliver  it,  together  with  a certificate of
11    approval of the plan of exchange to the domestic company.
12        (5)  If the Director refuses to approve the agreement  of
13    merger  or consolidation, or plan of exchange, notice of such
14    refusal, assigning the reasons therefor, shall  be  given  in
15    writing  by  the  Director  to  each  of  the companies party
16    thereto, within 60 days from the date of the delivery of such
17    agreements or plan to him or her, and he or she  shall  grant
18    any  of  such  companies  a hearing upon request. The hearing
19    shall be held within 30 days of  the  Director's  receipt  of
20    request  for  hearing.  All persons to whom it is proposed to
21    issue securities in such agreements or exchange shall have  a
22    right  to  appear.  Within  30  days  after  the close of the
23    hearing the Director shall approve  or  disapprove  or  place
24    conditions  precedent  upon his or her approval of the merger
25    or consolidation or plan by issuing a written  order  stating
26    his or her determination and the reasons therefor therefore.
27    (Source: P.A. 82-498.)
28        (215 ILCS 5/173) (from Ch. 73, par. 785)
29        Sec. 173. Reinsurance authorized.
30        (a)  Subject  to  the  provisions  of  this  Article, any
31    domestic company may, by a reinsurance agreement, accept  any
32    part  or  all of any risks of the kind which it is authorized
33    to insure and it may cede all or any part  of  its  risks  to
HB2226 Engrossed            -32-               LRB9001538JSgc
 1    another  solvent  company  having  the  power  to  make  such
 2    reinsurance.  It  may  take  credit  for the reserves on such
 3    ceded risks to the extent reinsured subject to the exceptions
 4    provided in Sections 173.1 through 173.5.
 5        (b)  The purpose  of  this  Article  is  to  protect  the
 6    interest  of  insureds,  claimants, ceding insurers, assuming
 7    insurers, and the public generally.  The  legislature  hereby
 8    declares  its  intent  is  to  ensure  adequate regulation of
 9    insurers and reinsurers and adequate protection for those  to
10    whom  they  owe  obligations.   In  furtherance of that State
11    interest, the legislature hereby provides a mandate that upon
12    the insolvency  of  a  non-U.S.  insurer  or  reinsurer  that
13    provides  security to fund its U.S. obligations in accordance
14    with this Article, the assets representing the security shall
15    be maintained in the United States and claims shall be  filed
16    and  valued  by  the state insurance official with regulatory
17    oversight, and the assets shall be distributed in  accordance
18    with  the  insurance  laws of the state in which the trust is
19    domiciled that are applicable to the liquidation of  domestic
20    U.S.  insurance companies.  The legislature declares that the
21    matters contained in this  Article  are  fundamental  to  the
22    business  of  insurance  in accordance with 15 U.S.C Sections
23    1011 through 1012.
24    (Source: Laws  1965, p. 1077.)
25        (215 ILCS 5/173.1) (from Ch. 73, par. 785.1)
26        Sec. 173.1.  Credit allowed a domestic ceding insurer.
27        (1)  Except as otherwise provided under Article VIII  1/2
28    of   this   Code  and  related  provisions  of  the  Illinois
29    Administrative Code, credit for reinsurance shall be  allowed
30    a  domestic  ceding  insurer as either an admitted asset or a
31    deduction from liability on account of reinsurance ceded only
32    when the  reinsurer  meets  the  requirements  of  subsection
33    (1)(A)  or  (B)  or (C) or (D). Credit shall be allowed under
HB2226 Engrossed            -33-               LRB9001538JSgc
 1    subsection (1)(A) or (B) only as respects cessions  of  those
 2    kinds or classes of business in which the assuming insurer is
 3    licensed  or  otherwise  permitted  to write or assume in its
 4    state of domicile, or in the case of  a  U.S.  branch  of  an
 5    alien  assuming  insurer,  in  the  state through which it is
 6    entered and licensed to transact  insurance  or  reinsurance.
 7    Credit  shall  be  allowed  under  subsection  (1)(C) of this
 8    Section  only  if  meeting  the  applicable  requirements  of
 9    subsection (1)(C), the requirements of subsection (1)(E) have
10    been satisfied must also be met.
11             (A)  Credit shall be allowed when the reinsurance is
12        ceded to an assuming insurer that is authorized  licensed
13        to transact insurance in this State to transact the types
14        of insurance ceded and has at least $5,000,000 in capital
15        and surplus.
16             (B)  Credit shall be allowed when the reinsurance is
17        ceded  to  an  assuming  insurer  that is accredited as a
18        reinsurer in this State.  An accredited reinsurer is  one
19        that:
20                  (1)  files  with  the  Director evidence of its
21             submission to this State's jurisdiction;
22                  (2)  submits  to  this  State's  authority   to
23             examine its books and records;
24                  (3)  is   licensed  to  transact  insurance  or
25             reinsurance in at least one state, or in the case of
26             a U.S.  branch  of  an  alien  assuming  insurer  is
27             entered  through  and licensed to transact insurance
28             or reinsurance in at least one state;
29                  (4)  files annually with the Director a copy of
30             its  annual  statement  filed  with  the   insurance
31             department  of  its  state of domicile and a copy of
32             its most recent audited financial statement; and
33                  (5)  maintains    a    surplus    as    regards
34             policyholders in an amount that  is  not  less  than
HB2226 Engrossed            -34-               LRB9001538JSgc
 1             $20,000,000   and   whose   accreditation  has  been
 2             approved  by  the  Director.   No  credit  shall  be
 3             allowed a domestic ceding insurer, if  the  assuming
 4             insurers'  accreditation  has  been  revoked  by the
 5             Director after notice and hearing.
 6             (C)(1)  Credit shall be allowed when the reinsurance
 7             is ceded to an assuming  insurer  that  maintains  a
 8             trust  fund  in  a qualified United States financial
 9             institution, as defined in subsection 3(B), for  the
10             payment  of  the  valid  claims of its United States
11             policyholders and ceding insurers, their assigns and
12             successors in interest.  The assuming insurer  shall
13             report   annually   to   the   Director  information
14             substantially  the  same  as  that  required  to  be
15             reported on the NAIC annual and quarterly  financial
16             statement  form  by authorized licensed insurers and
17             any other financial information that to  enable  the
18             Director  deems necessary to determine the financial
19             condition  of   the   assuming   insurer   and   the
20             sufficiency  of the trust fund. The assuming insurer
21             shall submit to examination of its books and records
22             by the Director and bear the expense of examination.
23                  (2)(a)  Credit for  reinsurance  shall  not  be
24             granted under this subsection unless the form of the
25             trust  and  any  amendments  to  the trust have been
26             approved by:
27                       (i)  the regulatory official of the  state
28                  where the trust is domiciled; or
29                       (ii)  the  regulatory  official of another
30                  state who, pursuant to the terms of  the  trust
31                  instrument,  has  accepted principal regulatory
32                  oversight of the trust.
33                  (b)  The  form  of  the  trust  and  any  trust
34             amendments also shall be filed with  the  regulatory
HB2226 Engrossed            -35-               LRB9001538JSgc
 1             official  of every state in which the ceding insurer
 2             beneficiaries of the trust are domiciled.  The trust
 3             instrument shall provide that contested claims shall
 4             be valid and enforceable upon the final order of any
 5             court  of  competent  jurisdiction  in  the   United
 6             States.   The  trust  shall  vest legal title to its
 7             assets in  its  trustees  for  the  benefit  of  the
 8             assuming  insurer's  United States policyholders and
 9             ceding insurees and their assigns and successors  in
10             interest.   The trust and the assuming insurer shall
11             be subject  to  examination  as  determined  by  the
12             Director.
13                  (c)  The  trust  shall  remain in effect for as
14             long  as  the  assuming  insurer   has   outstanding
15             obligations  due  under  the  reinsurance agreements
16             subject to the trust.  No later than February 28  of
17             each  year  the trustee of the trust shall report to
18             the Director in writing the balance of the trust and
19             a list of the trust's investments at  the  preceding
20             year-end  and  shall certify the date of termination
21             of the trust, if so planned,  or  certify  that  the
22             trust  will  not  expire prior to the next following
23             December 31.
24                  (3)  The following requirements  apply  to  the
25             following categories of assuming insurer:
26                  (a)  The  trust  fund  for  a  single  assuming
27             insurer shall consist of funds in trust in an amount
28             not  less  than  the  assuming insurer's liabilities
29             attributable to reinsurance  ceded  by  U.S.  ceding
30             insurers  In  the case of a single assuming insurer,
31             the  trust  shall  consist  of  a  trusteed  account
32             representing  the  assuming  insurer's   liabilities
33             attributable  to  business  written  in  the  United
34             States, and, in addition, the assuming insurer shall
HB2226 Engrossed            -36-               LRB9001538JSgc
 1             maintain   a  trusteed  surplus  of  not  less  than
 2             $20,000,000.
 3                  (b)(i)  In  the  case  of  a  group   including
 4             incorporated     and    individual    unincorporated
 5             underwriters:
 6                       (I)  for    reinsurance    ceded     under
 7                  reinsurance   agreements   with  an  inception,
 8                  amendment, or renewal date on or  after  August
 9                  1,  1995, the trust shall consist of a trusteed
10                  account in an amount not less than the  group's
11                  several  liabilities  attributable  to business
12                  ceded by U.S. domiciled ceding insurers to  any
13                  member of the group;
14                       (II)  for    reinsurance    ceded    under
15                  reinsurance  agreements  with an inception date
16                  on or before July 31, 1995 and not  amended  or
17                  renewed  after  that  date, notwithstanding the
18                  other provisions of this Act, the  trust  shall
19                  consist  of a trusteed account in an amount not
20                  less than the  group's  several  insurance  and
21                  reinsurance    liabilities    attributable   to
22                  business written in the United States; and
23                       (III)  in addition to  these  trusts,  the
24                  group   shall  maintain  in  trust  a  trusteed
25                  surplus of which  not  less  than  $100,000,000
26                  shall  be  held  jointly for the benefit of the
27                  U.S. domiciled ceding insurers of any member of
28                  the group for all years of account., the  trust
29                  shall    consist    of   a   trusteed   account
30                  representing    the     group's     liabilities
31                  attributable  to business written in the United
32                  States,  and,  in  addition,  the  group  shall
33                  maintain   a   trusteed   surplus   of    which
34                  $100,000,000  shall  be  held  jointly  for the
HB2226 Engrossed            -37-               LRB9001538JSgc
 1                  benefit of United States ceding insurers of any
 2                  member of the group;
 3             (ii)  The incorporated members of  the  group  shall
 4        not be engaged in any business other than underwriting as
 5        a  member  of  the group and shall be subject to the same
 6        level of solvency regulation and control by  the  group's
 7        domiciliary regulator as are the unincorporated members.;
 8             (iii)  Within 90 days after its financial statements
 9        are   due  to  be  filed  with  the  group's  domiciliary
10        regulator, the group shall provide  to  the  Director  an
11        annual certification by the group's domiciliary regulator
12        of  the  solvency  of  each  underwriter  member, or if a
13        certification  is   unavailable,   financial   statements
14        prepared   by  independent  public  accountants  of  each
15        underwriter member of the group. and the group shall make
16        available to the Director an annual certification of  the
17        solvency  of  each underwriter by the group's domiciliary
18        regulator and its independent public accountants.
19                  (c)(2)  In the case of a group of  incorporated
20             insurers  under  common  administration,  the  group
21             shall:  that  complies  with the filing requirements
22             contained in the previous paragraph, that has
23                  (i)  have continuously transacted an  insurance
24             business  outside  the  United States for at least 3
25             years  immediately  before  making  application  for
26             accreditation; and submits to this State's authority
27             to examine its  books  and  records  and  bears  the
28             expense of the examination, and that has
29                  (ii)  maintain aggregate policyholders' surplus
30             of not less than $10,000,000,000;,
31                  (iii)  maintain  a  trust the trust shall be in
32             an amount not less than equal to the group's several
33             liabilities attributable to business ceded by United
34             States domiciled ceding insurers to  any  member  of
HB2226 Engrossed            -38-               LRB9001538JSgc
 1             the  group  pursuant to reinsurance contracts issued
 2             in the name of the group;,
 3                  (iv)  in  addition,  plus   the   group   shall
 4             maintain  a joint trusteed surplus of which not less
 5             than $100,000,000 shall  be  held  jointly  for  the
 6             benefit  of the United States ceding insurers of any
 7             member of the group as additional security for these
 8             liabilities; , and each member of the group shall
 9                  (v)  within  90  days   after   its   financial
10             statements  are  due  to  be  filed with the group's
11             domiciliary  regulator,  make   available   to   the
12             Director an annual certification of each underwriter
13             the  member's  solvency  by the member's domiciliary
14             regulator   and   financial   statements   of   each
15             underwriter member of  the  group  prepared  by  its
16             independent public accountant.
17                  (3)  The  trust  shall be established in a form
18             approved by the Director. The trust instrument shall
19             provide that contested claims  shall  be  valid  and
20             enforceable  upon  the  final  order of any court of
21             competent jurisdiction in the  United  States.   The
22             trust  shall  vest  legal title to its assets in the
23             trustees  of  the  trust  for  its   United   States
24             policyholders and ceding insurers, their assigns and
25             successors  in interest.  The trust and the assuming
26             insurer  shall  be   subject   to   examination   as
27             determined  by  the  Director.   The trust described
28             herein must remain in effect  for  as  long  as  the
29             assuming  insurer shall have outstanding obligations
30             due under the reinsurance agreements subject to  the
31             trust.
32                  (4)  No later than February 28 of each year the
33             trustees  of  the trust shall report to the Director
34             in writing setting forth the balance  of  the  trust
HB2226 Engrossed            -39-               LRB9001538JSgc
 1             and listing the trust's investments at the preceding
 2             year  end  and shall certify the date of termination
 3             of the trust, if so planned,  or  certify  that  the
 4             trust  shall  not expire prior to the next following
 5             December 31.
 6             (D)  Credit shall be allowed when the reinsurance is
 7        ceded to an assuming insurer not meeting the requirements
 8        of subsection (1) (A), (B), or (C) but only with  respect
 9        to  the insurance of risks located in jurisdictions where
10        that  reinsurance  is  required  by  applicable  law   or
11        regulation of that jurisdiction.
12             (E)  If  the  assuming  insurer  is  not licensed to
13        transact  insurance  in  this  State  or  an   accredited
14        reinsurer   in   this  State,  the  credit  permitted  by
15        subsection  (1)(C)  shall  not  be  allowed  unless   the
16        assuming insurer agrees in the reinsurance agreements:
17                  (1)  that  in  the  event of the failure of the
18             assuming insurer to perform  its  obligations  under
19             the terms of the reinsurance agreement, the assuming
20             insurer, at the request of the ceding insurer, shall
21             submit to the jurisdiction of any court of competent
22             jurisdiction in any state of the United States, will
23             comply  with  all requirements necessary to give the
24             court jurisdiction, and  will  abide  by  the  final
25             decision  of  the court or of any appellate court in
26             the event of an appeal; and
27                  (2)  to designate the Director or a  designated
28             attorney  as  its true and lawful attorney upon whom
29             may be served any  lawful  process  in  any  action,
30             suit,  or  proceeding  instituted by or on behalf of
31             the ceding company.
32             This provision is not intended to conflict  with  or
33        override  the  obligation of the parties to a reinsurance
34        agreement to arbitrate their disputes, if  an  obligation
HB2226 Engrossed            -40-               LRB9001538JSgc
 1        to arbitrate is created in the agreement.
 2             (F)  If  the  assuming  insurer  does  not  meet the
 3        requirements of subsection  (1)(A)  or  (B),  the  credit
 4        permitted  by  subsection  (1)(C)  shall  not  be allowed
 5        unless  the  assuming  insurer  agrees   in   the   trust
 6        agreements to the following conditions:
 7                  (1)  Notwithstanding  any  other  provisions in
 8             the  trust  instrument,  if  the   trust   fund   is
 9             inadequate  because  it contains an amount less than
10             the amount required by  subsection  (C)(3)  of  this
11             Section  or  if  the  grantor  of the trust has been
12             declared  insolvent  or  placed  into  receivership,
13             rehabilitation, liquidation, or similar  proceedings
14             under  the laws of its state or country of domicile,
15             the trustee shall comply with an order of the  state
16             official with regulatory oversight over the trust or
17             with  an  order of a court of competent jurisdiction
18             directing the  trustee  to  transfer  to  the  state
19             official with regulatory oversight all of the assets
20             of the trust fund.
21                  (2)  The  assets  shall  be  distributed by and
22             claims shall be filed with and valued by  the  state
23             official  with  regulatory  oversight  in accordance
24             with the laws of the state in  which  the  trust  is
25             domiciled  that are applicable to the liquidation of
26             domestic insurance companies.
27                  (3)  If  the  state  official  with  regulatory
28             oversight determines that the assets  of  the  trust
29             fund  or  any  part  thereof  are  not  necessary to
30             satisfy the claims of the U.S.  ceding  insurers  of
31             the grantor of the trust, the assets or part thereof
32             shall   be  returned  by  the  state  official  with
33             regulatory oversight to the trustee for distribution
34             in accordance with the trust agreement.
HB2226 Engrossed            -41-               LRB9001538JSgc
 1                  (4)  The  grantor  shall   waive   any   rights
 2             otherwise  available  to  it under U.S. law that are
 3             inconsistent with the provision.
 4        (2)  Credit  A   reduction   from   liability   for   the
 5    reinsurance  ceded  by  a  domestic  insurer  to  an assuming
 6    insurer not meeting the requirements of subsection (1)  shall
 7    be   allowed  in  an  amount  not  exceeding  the  assets  or
 8    liabilities carried by the ceding insurer.   The  credit  and
 9    the reduction shall not exceed be in the amount of funds held
10    by  or  held  in  trust  for on behalf of the ceding insurer,
11    including funds held in trust for the ceding insurer under  a
12    reinsurance  contract  with  the assuming insurer as security
13    for the payment of obligations thereunder, if the security is
14    held in the United States subject to  withdrawal  solely  by,
15    and  under  the exclusive control of, the ceding insurer; or,
16    in the case of a trust, held in  a  qualified  United  States
17    financial institution, as defined in subsection (3)(B).  This
18    security may be in the form of:
19             (A)  Cash.
20             (B)  Securities  listed  by the Securities Valuation
21        Office  of  the   National   Association   of   Insurance
22        Commissioners that conform to the requirements of Article
23        VIII  of this Code that are not issued by an affiliate of
24        either the assuming or ceding company.
25             (C)  Clean, irrevocable, unconditional,  letters  of
26        credit  issued  or confirmed by a qualified United States
27        financial institution, as defined in  subsection  (3)(A).
28        The  letters  of  credit  shall  be  effective  issued or
29        confirmed no later than December 31  in  respect  of  the
30        year   for  which  filing  is  being  made,  and  in  the
31        possession of, or in trust for, the ceding company on  or
32        before the filing due date of its annual statement, which
33        letters  of  credit  shall be for an original term of not
34        less than one year.  Letters of credit meeting applicable
HB2226 Engrossed            -42-               LRB9001538JSgc
 1        standards of issuer acceptability  as  of  the  dates  of
 2        their  issuance  (or confirmation) shall, notwithstanding
 3        the  issuing  (or  confirming)  institution's  subsequent
 4        failure  to   meet   applicable   standards   of   issuer
 5        acceptability,  continue  to  be  acceptable  as security
 6        until their expiration, extension, renewal, modification,
 7        or amendment, whichever first occurs.
 8        (3)(A)  For purposes of  subsection  2(C),  a  "qualified
 9        United States financial institution" means an institution
10        that:
11                  (1)  is  organized  or,  in  the case of a U.S.
12             office of a foreign banking  organization,  licensed
13             under  the  laws  of  the United States or any state
14             thereof;
15                  (2)  is regulated, supervised, and examined  by
16             U.S.  federal or state authorities having regulatory
17             authority over banks and trust companies;
18                  (3)  has been designated by either the Director
19             or the Securities Valuation Office of  the  National
20             Association  of  Insurance  Commissioners as meeting
21             such its credit standards of financial condition and
22             standing as are considered necessary and appropriate
23             to regulate the quality  of  financial  institutions
24             whose  letters  of  credit will be acceptable to the
25             Director for issuing or confirming letter of credit;
26             and
27                  (4)  is  not  affiliated  with   the   assuming
28             company.
29             (B)  A    "qualified    United    States   financial
30        institution" means, for purposes of those  provisions  of
31        this  law specifying those institutions that are eligible
32        to act as a fiduciary of a trust, an institution that:
33                  (1)  is organized or, in the case of  the  U.S.
34             branch   or  agency  office  of  a  foreign  banking
HB2226 Engrossed            -43-               LRB9001538JSgc
 1             organization, licensed under the laws of the  United
 2             States  or  any  state  thereof and has been granted
 3             authority to operate with fiduciary powers;
 4                  (2)  is regulated, supervised, and examined  by
 5             federal   or  state  authorities  having  regulatory
 6             authority over banks and trust companies; and
 7                  (3)  is  not  affiliated  with   the   assuming
 8             company,  however, if the subject of the reinsurance
 9             contract is insurance written  pursuant  to  Section
10             155.51  of  this Code, the financial institution may
11             be affiliated with the  assuming  company  with  the
12             prior approval of the Director.
13    (Source: P.A. 87-108; 87-1090; 88-535.)
14        (215 ILCS 5/192) (from Ch. 73, par. 804)
15        Sec.   192.   Duties   of   Director   as  rehabilitator;
16    termination.
17        (1)  Upon the entry of an order directing rehabilitation,
18    the  Director  shall  immediately  proceed  to  conduct   the
19    business  of  the company and take such steps towards removal
20    of the causes and conditions which have made such proceedings
21    necessary as may be expedient.
22        (2)  The Director is authorized to deal with the property
23    and business of the company in his name as Director,  or,  if
24    the  Court  shall  so  order, in the name of the company. The
25    Director may, subject to the approval of the Court,  sell  or
26    otherwise  dispose  of the real and personal property, or any
27    part  thereof,  and  sell  or  compromise  all  doubtful   or
28    uncollectible  debts  or  claims  owing to the company in any
29    rehabilitation   proceeding   now   pending   or    hereafter
30    instituted,  except  that  whenever  the value of any real or
31    personal property or the amount of any such debt owing to the
32    company does not  exceed  $25,000,  the  Director  may  sell,
33    dispose  of, compromise, or compound the same upon such terms
HB2226 Engrossed            -44-               LRB9001538JSgc
 1    as the Director deems to be  in  the  best  interest  of  the
 2    company  without  obtaining  approval  of  the  court  unless
 3    otherwise  directed  by  the court.  The Director may solicit
 4    contracts whereby a solvent  company  agrees  to  assume,  in
 5    whole  or  in part, or upon a modified basis, the liabilities
 6    of a company in rehabilitation in a  manner  consistent  with
 7    subsection (4) of Section 193 of this Code.
 8        (3)  The  Director  may bring any action, claim, suit, or
 9    proceeding against any director or officer of the company  or
10    against  any  other  person  with  respect  to  that person's
11    dealings with the company  including,  but  not  limited  to,
12    prosecuting  any action, claim, suit, or proceeding on behalf
13    of the creditors, members, policyholders, or shareholders  of
14    the  company.   Nothing in this subsection shall be construed
15    to affect the standing of  the  Illinois  Insurance  Guaranty
16    Fund,   the  Illinois  Life  and  Health  Insurance  Guaranty
17    Association, or the Illinois Health Maintenance  Organization
18    Guaranty Association to sue or be sued under applicable law.
19        (4) (3)  If  at any time the Director finds that it is in
20    the  best  interests  of  policyholders,  creditors  and  the
21    company to effect a plan of mutualization or  rehabilitation,
22    the  Director  may  submit  such  plan  to  the court for its
23    approval. Such plan, in  addition  to  any  other  terms  and
24    provisions  as  may  by  the  Director be deemed necessary or
25    advisable, may include a provision imposing  liens  upon  the
26    net equities of policyholders of the company, and in the case
27    of life companies, a provision imposing a moratorium upon the
28    loan  or  cash  surrender  values  of  the policies, for such
29    period and to such an extent as may be necessary.  Notice  of
30    the  hearing  upon any such plan shall be given in the manner
31    as may be fixed by the court and upon such hearing the  court
32    may  either  approve  or  disapprove the plan or modify it in
33    such manner and to such extent as to  the  court  shall  seem
34    appropriate.
HB2226 Engrossed            -45-               LRB9001538JSgc
 1        (5) (4)  Where  in such proceedings the Court has entered
 2    an order for the filing of claims and it subsequently appears
 3    that the total amount of  all  allowable  claims  exceed  the
 4    assets  in the possession of the Rehabilitator, the Court may
 5    upon the application of the Director authorize a distribution
 6    of assets in accordance with  the  applicable  provisions  of
 7    Section  210.  The Director may at such time apply under this
 8    Section for an order dissolving  the  company  in  accordance
 9    with the applicable provisions of Section 196.
10        (6) (5)  If  at  any  time  the  Director  finds that the
11    causes and conditions which made  such  proceeding  necessary
12    have  been  removed  he  may  petition the court for an order
13    terminating the conduct of the business by the  Director  and
14    permitting  such company to resume possession of its property
15    and the conduct of its business and for a full  discharge  of
16    all  liability  and  responsibility of the Director. No order
17    for the return to such company of its property  and  business
18    shall  be  granted  unless  the  court  after  a full hearing
19    determines that the purposes  of  the  proceeding  have  been
20    fully accomplished.
21    (Source: P.A. 89-206, eff. 7-21-95.)
22        (215 ILCS 5/205) (from Ch. 73, par. 817)
23        Sec. 205.  Priority of distribution of general assets.
24        (1)  The  priorities  of  distribution  of general assets
25    from the company's estate is to be as follows:
26             (a)  The  costs  and  expenses  of   administration,
27        including the expenses of the Illinois Insurance Guaranty
28        Fund,  the  Illinois  Life  and Health Insurance Guaranty
29        Association, the Illinois Health Maintenance Organization
30        Guaranty Association and of any similar  organization  in
31        any  other  state  as  prescribed  in  subsection  (c) of
32        Section 545.
33             (b)  Secured claims, including claims for taxes  and
HB2226 Engrossed            -46-               LRB9001538JSgc
 1        debts  due  the federal or any state or local government,
 2        that are secured by liens perfected prior to  the  filing
 3        of the complaint.
 4             (c)  Claims  for  wages  actually owing to employees
 5        for services rendered within 3 months prior to  the  date
 6        of  the  filing of the complaint, not exceeding $1,000 to
 7        each employee unless there are  claims  due  the  federal
 8        government under paragraph (f), then the claims for wages
 9        shall   have   a  priority  of  distribution  immediately
10        following that of federal claims under paragraph (f)  and
11        immediately  preceding  claims of general creditors under
12        paragraph (g).
13             (d)  Claims   by    policyholders,    beneficiaries,
14        insureds  and  liability  claims against insureds covered
15        under insurance policies and insurance  contracts  issued
16        by  the  company,  and  claims  of the Illinois Insurance
17        Guaranty Fund, the Illinois  Life  and  Health  Insurance
18        Guaranty  Association,  the  Illinois  Health Maintenance
19        Organization  Guaranty  Association   and   any   similar
20        organization  in  another  state as prescribed in Section
21        545.
22             (e)  Claims  by  policyholders,  beneficiaries,  and
23        insureds, the allowed values of which were determined  by
24        estimation  under  paragraph  (b)  of  subsection  (4) of
25        Section 209.
26             (f)  Any other claims due the federal government.
27             (g)  All  other  claims  of  general  creditors  not
28        falling within any  other  priority  under  this  Section
29        including  claims  for  taxes  and debts due any state or
30        local government which are not secured claims and  claims
31        for attorneys' fees incurred by the company in contesting
32        its conservation, rehabilitation, or liquidation.
33             (h)  Claims  of  guaranty guarantee fund certificate
34        holders, guaranty guarantee capital shareholders, capital
HB2226 Engrossed            -47-               LRB9001538JSgc
 1        note holders, and surplus note holders.
 2             (i)  Proprietary claims of shareholders, members, or
 3        other owners.
 4        (2)  Within 120 days after the issuance of  an  Order  of
 5    Liquidation  with  a finding of insolvency against a domestic
 6    company, the Director shall make  application  to  the  court
 7    requesting  authority  to  disburse  funds  to  the  Illinois
 8    Insurance   Guaranty  Fund,  the  Illinois  Life  and  Health
 9    Insurance   Guaranty   Association,   the   Illinois   Health
10    Maintenance Organization  Guaranty  Association  and  similar
11    organizations  in  other  states from time to time out of the
12    company's marshaled  assets  as  funds  become  available  in
13    amounts equal to disbursements made by the Illinois Insurance
14    Guaranty   Fund,  the  Illinois  Life  and  Health  Insurance
15    Guaranty  Association,  the   Illinois   Health   Maintenance
16    Organization  Guaranty  Association and similar organizations
17    in  other  states  for  covered  claims  obligations  on  the
18    presentation of evidence that such  disbursements  have  been
19    made  by  the  Illinois Insurance Guaranty Fund, the Illinois
20    Life and Health Insurance Guaranty Association, the  Illinois
21    Health  Maintenance  Organization  Guaranty  Association  and
22    similar organizations in other states.
23        The  Director  shall establish procedures for the ratable
24    allocation and distribution of disbursements to the  Illinois
25    Insurance   Guaranty  Fund,  the  Illinois  Life  and  Health
26    Insurance   Guaranty   Association,   the   Illinois   Health
27    Maintenance Organization  Guaranty  Association  and  similar
28    organizations  in  other  states.  In determining the amounts
29    available  for  disbursement,  the  Director  shall   reserve
30    sufficient   assets  for  the  payment  of  the  expenses  of
31    administration  described  in  paragraph  (1)  (a)  of   this
32    Section.   All  funds  available  for  disbursement after the
33    establishment of the prescribed  reserve  shall  be  promptly
34    distributed.    As   a  condition  to  receipt  of  funds  in
HB2226 Engrossed            -48-               LRB9001538JSgc
 1    reimbursement of covered  claims  obligations,  the  Director
 2    shall  secure  from the Illinois Insurance Guaranty Fund, the
 3    Illinois Life and Health Insurance Guaranty Association,  the
 4    Illinois Health Maintenance Organization Guaranty Association
 5    and  each  similar organization in other states, an agreement
 6    to return to the Director on demand funds previously received
 7    as may be required to pay claims  of  secured  creditors  and
 8    claims   falling   within   the   priorities  established  in
 9    paragraphs (a), (b), (c), and (d) of subsection (1)  of  this
10    Section in accordance with such priorities.
11        (3)  The  provisions  of this Section are severable under
12    Section 1.31 of the Statute on Statutes.
13    (Source: P.A. 88-297; 89-206, eff. 7-21-95.)
14        (215 ILCS 5/245.21) (from Ch. 73, par. 857.21)
15        Sec.  245.21.   Establishment  of  separate  accounts  by
16    domestic companies  organized  to  do  a  life,  annuity,  or
17    accident  and  health  insurance  business.  A  domestic life
18    company, including for  the  purposes  of  this  Article  all
19    domestic    fraternal   benefit   beneficiary   associations,
20    societies or companies  which  operate  on  a  legal  reserve
21    basis,  may,  for  authorized classes of insurance, establish
22    one or more  separate  accounts,  and  may  allocate  thereto
23    amounts  (including without limitation proceeds applied under
24    optional modes of settlement or under  dividend  options)  to
25    provide  for  life, annuity, or accident and health insurance
26    or annuities (and benefits incidental  thereto),  payable  in
27    fixed or variable amounts or both, subject to the following:
28        (1)  The   income,   gains   and   losses,   realized  or
29    unrealized, from assets allocated to a separate account  must
30    be credited to or charged against the account, without regard
31    to other income, gains or losses of the company.
32        (2)  Except  as  may be provided with respect to reserves
33    for guaranteed benefits and funds referred  to  in  paragraph
HB2226 Engrossed            -49-               LRB9001538JSgc
 1    (3)  of  this  Section  (i) amounts allocated to any separate
 2    account  and  accumulations  thereon  may  be  invested   and
 3    reinvested  without regard to any requirements or limitations
 4    of Sections 125a through 125.24a of this Code  and  (ii)  the
 5    investments  in  any  separate account or accounts may not be
 6    taken into account in  applying  the  investment  limitations
 7    otherwise applicable to the investments of the company.
 8        (3)  Except  with  the approval of the Director and under
 9    the conditions as to investments and  other  matters  as  the
10    Director he may prescribe, that must recognize the guaranteed
11    nature  of  the  benefits provided, reserves for (i) benefits
12    guaranteed as to dollar amount and duration  and  (ii)  funds
13    guaranteed  as to principal amount or stated rate of interest
14    may not be maintained in a separate account.
15        (4)  Unless otherwise approved by  the  Director,  assets
16    allocated  to  a  separate  account  must  be valued at their
17    market value on the date of valuation,  or  if  there  is  no
18    readily available market, then as provided in the contract or
19    the  rules  or  other  written  agreement  applicable  to the
20    separate account. Unless otherwise approved by the  Director,
21    the  portion,  if  any, of the assets of the separate account
22    equal to the company's reserve liability with regard  to  the
23    guaranteed benefits and funds referred to in paragraph (3) of
24    this  Section  must  be  valued  in accordance with the rules
25    otherwise applicable to the company's assets.
26        (5)  Amounts allocated to a separate account  under  this
27    Article are owned by the company, and the company may not be,
28    nor  hold  itself  out to be, a trustee with respect to those
29    amounts. The assets of any  separate  account  equal  to  the
30    reserves  and  other contract liabilities with respect to the
31    account may not be charged with liabilities  arising  out  of
32    any other business the company may conduct.
33        (6)  No sale, exchange or other transfer of assets may be
34    made  by  a  company  between any of its separate accounts or
HB2226 Engrossed            -50-               LRB9001538JSgc
 1    between any other investment account and one or more  of  its
 2    separate  accounts  unless,  in  case  of  a  transfer into a
 3    separate account, the transfer is made  solely  to  establish
 4    the account or to support the operation of the contracts with
 5    respect  to  the  separate  account  to which the transfer is
 6    made, and  unless  the  transfer,  whether  into  or  from  a
 7    separate  account, is made (i) by a transfer of cash, or (ii)
 8    by a transfer of securities  having  a  readily  determinable
 9    market  value,  if  the transfer of securities is approved by
10    the Director. The Director may approve other transfers  among
11    those accounts if, in his or her opinion, the transfers would
12    not be inequitable.
13        (7)  To  the  extent  a company considers it necessary to
14    comply  with  any  applicable  federal  or  state  laws,  the
15    company, with respect  to  any  separate  account,  including
16    without limitation any separate account which is a management
17    investment  company  or  a unit investment trust, may provide
18    for persons having an interest therein appropriate voting and
19    other rights and special procedures for the  conduct  of  the
20    business of the account, including without limitation special
21    rights   and   procedures   relating  to  investment  policy,
22    investment advisory services, selection of independent public
23    accountants, and the selection of a committee, the members of
24    which need not be otherwise affiliated with the  company,  to
25    manage the business of the account.
26    (Source: P.A. 86-1154; 86-1156.)
27        (215 ILCS 5/245.23) (from Ch. 73, par. 857.23)
28        Sec. 245.23. No company may deliver or issue for delivery
29    within  this State variable contracts unless it is authorized
30    licensed or organized to do a life, annuity, or accident  and
31    health  insurance  or annuity business in this State, and the
32    Director  is  satisfied  that  its  condition  or  method  of
33    operation in connection with the issuance of  such  contracts
HB2226 Engrossed            -51-               LRB9001538JSgc
 1    will  not render its operation hazardous to the public or its
 2    policyholders in this State. In this connection, the Director
 3    may consider among other things:
 4        (a)  The history and financial condition of the company;
 5        (b)  The character, responsibility  and  fitness  of  the
 6    officers and directors of the company; and
 7        (c)  The  law  and  regulation under which the company is
 8    authorized  in  its  state  of  domicile  to  issue  variable
 9    contracts. If the company is a subsidiary  of  an  authorized
10    admitted  life  insurance  company, or affiliated with such a
11    company through common management or  ownership,  it  may  be
12    deemed  by  the Director to have met the requirements of this
13    Section if either it or the parent or the affiliated  company
14    meets the requirements of this Section.
15    (Source: P.A. 77-1572.)
16        (215 ILCS 5/245.25) (from Ch. 73, par. 857.25)
17        Sec. 245.25.
18        Except  for  subparagraphs  (1) (a), (1) (f), (1) (g) and
19    (3) of Section 226 of the Illinois  Insurance  Code,  in  the
20    case  of  a  variable  annuity contract and subparagraphs (1)
21    (b), (1) (f), (1) (g), (1) (h),  (1)  (i),  and  (1)  (k)  of
22    Section  224,  subparagraph  (1)  (c)  of  Section  225,  and
23    subparagraph  (h)  of  Section  231 in the case of a variable
24    life insurance policy, except for Sections 357.4, 357.5,  and
25    367e  in  the case of a variable health insurance policy, and
26    except as otherwise provided in this Article,  all  pertinent
27    provisions   of   the   Illinois  Insurance  Code  which  are
28    appropriate to those contracts apply to separate accounts and
29    contracts relating  thereto.  Any  individual  variable  life
30    insurance  contract, delivered or issued for delivery in this
31    State, must contain grace, reinstatement  and  non-forfeiture
32    provisions  appropriate  to  such  a contract. Any individual
33    variable annuity contract, delivered or issued  for  delivery
HB2226 Engrossed            -52-               LRB9001538JSgc
 1    in   this   State,   must  contain  grace  and  reinstatement
 2    provisions appropriate to such a contract. Any group variable
 3    life insurance contract, delivered or issued for delivery  in
 4    this  State,  must  contain  a grace provision appropriate to
 5    such a contract. A group variable health  insurance  contract
 6    delivered or issued for delivery in this State must contain a
 7    continuation  of  group coverage provision appropriate to the
 8    contract.  The reserve liability for variable contracts  must
 9    be  established  in accordance with actuarial procedures that
10    recognize the variable nature of the  benefits  provided  and
11    any mortality guarantees.
12    (Source: P.A. 78-255.)
13        (215 ILCS 5/513a9) (from Ch. 73, par. 1065.60a9)
14        Sec. 513a9.  Premium finance agreement.
15        (a)  A premium finance agreement must be dated and signed
16    by or on behalf of the named insured, and the printed portion
17    shall be in at least 8-point type.  The following items  must
18    be  set  forth  on  the  first  page  of the accepted finance
19    agreement:
20             (1)  the total amount of the premiums;
21             (2)  the amount of the down payment;
22             (3)  the principal balance (the  difference  between
23        items (1) and (2));
24             (4)  the  amount of the finance charges expressed in
25        dollars and as an annual percentage rate;
26             (5)  the balance payable  by  the  insured  (sum  of
27        items (3) and (4));
28             (6)  the  number  of  installments,  the  due  dates
29        thereof,  and the amount of each installment expressed in
30        dollars; and
31             (7)  the policy numbers or binder numbers.
32        (b)  The premium finance company is required  to  furnish
33    full  and  complete disclosure of the terms and conditions of
HB2226 Engrossed            -53-               LRB9001538JSgc
 1    the premium finance agreement including, but not limited  to,
 2    the  specific  insurance  coverages  financed  to  the  named
 3    insured no later than the date that the first premium payment
 4    notice is sent to the insured.
 5        (c)  As  to  policies  written  primarily  for  personal,
 6    family, or household use, the premium finance company must:
 7             (1)  deliver  or mail the premium check or checks in
 8        the amount of  the  principal  balance  directly  to  the
 9        insurer  or  insurers unless the insurer or insurers have
10        given written authority to the premium finance company to
11        deliver the checks to the producer;
12             (2)  issue the premium check or  checks  payable  to
13        the  insurer,  insurers, or, if the insurer gives written
14        authority  to  the  premium  finance  company,   to   the
15        producer; and
16             (3)  properly  identify  the premium check or checks
17        by policy number or binder number  when  the  premium  is
18        paid to the insurer or insurers.
19        (d)  As to all other policies the premium finance company
20    may:
21             (1)  deliver  or mail the premium check or checks in
22        the amount of  the  principal  balance  directly  to  the
23        producer; and
24             (2)  issue  the  premium  check or checks payable to
25        the producer.
26        (e)  A premium finance company  that  pays  the  financed
27    premium   to   the   producer   pursuant  to  subsection  (d)
28    establishes the producer as the agent of the premium  finance
29    company  for  payment  of  the premium and for receipt of any
30    return premium.
31    (Source: P.A. 89-265, eff. 1-1-96.)
32        (215 ILCS 5/245.61 rep.)
33        (215 ILCS 5/245.62 rep.)
HB2226 Engrossed            -54-               LRB9001538JSgc
 1        Section 10.  The Illinois Insurance Code  is  amended  by
 2    repealing Sections 245.61 and 245.62.
 3        Section  15.  The  Producer  Controlled  Insurer  Act  is
 4    amended by changing Sections 5.20 and 5.25 as follows:
 5        (215 ILCS 107/5.20)
 6        Sec.  5.20.   Controlled  insurer.   "Controlled insurer"
 7    means a licensed  insurer  that  is  controlled  directly  or
 8    indirectly  by  a producer or by an individual or entity that
 9    also directly or indirectly controls a producer.
10    (Source: P.A. 87-1090.)
11        (215 ILCS 107/5.25)
12        Sec. 5.25.  Controlling producer.  "Controlling producer"
13    means a producer that  directly  or  indirectly  controls  an
14    insurer   or   an  individual  or  entity  that  directly  or
15    indirectly controls both an insurer and a producer.
16    (Source: P.A. 87-1090.)
17        Section 20.  The Religious and  Charitable  Risk  Pooling
18    Trust Act is amended by changing Section 25.1 as follows:
19        (215 ILCS 150/25.1) (from Ch. 148, par. 225.1)
20        Sec.  25.1.   (a) Any trust fund organized under this Act
21    may reorganize itself as a  mutual  insurance  company  or  a
22    reciprocal in accordance with the provisions of this Section,
23    provided  that  it has both (1) a net fund balance (surplus),
24    reported on  a  basis  consistent  with  that  prescribed  in
25    Section  136  of  the Illinois Insurance Code of (a) not less
26    than that required of  a  newly  organized  mutual  insurance
27    company  under  Section 43 of the Illinois Insurance Code and
28    authorized to write like lines of business, if the trust fund
29    is reorganizing into a mutual insurance company, or  (b)  not
HB2226 Engrossed            -55-               LRB9001538JSgc
 1    less than that required of a newly organized reciprocal under
 2    Section  66  of the Illinois Insurance Code and Authorized to
 3    write  like  lines  of  business,  if  the  trust   fund   is
 4    reorganizing  into a reciprocal, and (2) an operating history
 5    of not less than 3 5 consecutive years  after  organizational
 6    approval  of  the  trust  fund  by the Director of Insurance,
 7    during which period such trust fund shall  have  continuously
 8    provided non-assessable benefits or indemnification contracts
 9    to  its  beneficiaries.  A trust fund reorganized as a mutual
10    insurance   company   shall,   after    reorganization    and
11    notwithstanding   any  contrary  provision  of  the  Illinois
12    Insurance Code, have the powers of a mutual insurance company
13    organized under Article III of the  Illinois  Insurance  Code
14    together  with  continuing powers and authority granted trust
15    funds pursuant to  Section  6  of  this  Act.  A  trust  fund
16    reorganized  as  a reciprocal shall, after reorganization and
17    notwithstanding  any  contrary  provision  of  the   Illinois
18    Insurance  Code,  have  the  power  of a reciprocal organized
19    under Article IV of the Illinois Insurance Code together with
20    continuing powers and authority granted trust funds  pursuant
21    to  Section  6  of  this  Act.  In  addition, surplus amounts
22    attributable  to  contribution   certificates   meeting   the
23    requirements  of  Section  14.1  of  this Act and issued by a
24    trust  fund  prior  to  reorganization  as  either  a  mutual
25    insurance company or a reciprocal or by the successor  mutual
26    insurance  company  or  reciprocal within a period of 5 years
27    following reorganization, may be reported as surplus  on  the
28    successor   insurance  company's  or  reciprocal's  financial
29    statements in a manner consistent with  and  subject  to  the
30    terms  of Section 14.1 of this Act.  After expiration of such
31    5 year period, the provisions of Section 56 of  the  Illinois
32    Insurance  Code  shall  be applicable to a reorganized mutual
33    insurance  company  or  reciprocal,  with   regard   to   the
34    accumulation of a guarantee fund.  Except as provided in this
HB2226 Engrossed            -56-               LRB9001538JSgc
 1    subsection  (a),  this  Act  shall  not  be  applicable  to a
 2    reorganized mutual insurance company or reciprocal,  and  the
 3    mutual  insurance  company  or reciprocal shall be subject to
 4    all otherwise applicable provisions of the Illinois Insurance
 5    Code.
 6        (b)  The Trustees of any trust fund seeking to reorganize
 7    as  a  mutual  insurance  company  shall  adopt  articles  of
 8    incorporation and by-laws as shall be necessary to  make  the
 9    same  conform  to  articles of incorporation and by-laws of a
10    mutual insurance company, as provided under  Article  III  of
11    the  Illinois  Insurance  Code.   Duplicate originals of such
12    articles and by-laws shall be delivered to  the  Director  of
13    Insurance,   together   with  the  financial  statements,  as
14    required under subsection (d).  The  Director  shall  approve
15    the  articles  and  by-laws  after  a  finding  that they are
16    consistent with  the  requirements  applicable  to  companies
17    organized  under  Article III of the Illinois Insurance Code,
18    relating to domestic mutual companies,  except  as  otherwise
19    provided  herein.   Upon  approval  by  the  Director and the
20    recordation  of  a  certified  copy  of   the   articles   of
21    incorporation  in  the  office  of the recorder in the county
22    where the principal office of the company  is  located,  such
23    company  shall  be subject to and entitled to the benefits of
24    Article III of the Illinois Insurance Code.
25        (c) (i)  The  trustees  of  any  trust  fund  seeking  to
26    reorganize as a reciprocal shall, by  resolution,  approve  a
27    plan   of   reorganization   setting  forth  (1)  a  proposed
28    declaration of organization, as provided under Article IV  of
29    the  Illinois Insurance Code; (2) a form of power of attorney
30    designating a person, as defined in Section 2 of the Illinois
31    Insurance Code, to act as attorney in fact on behalf  of  the
32    beneficiaries  of  the  trust fund in exchanging contracts of
33    insurance  after  reorganization  of  the  trust  fund  as  a
34    reciprocal,  which  form  shall  be   consistent   with   the
HB2226 Engrossed            -57-               LRB9001538JSgc
 1    provisions of Article IV; (3) the terms and conditions of the
 2    proposed  reorganization  and  the  mode of carrying the same
 3    into effect; and (4) the manner and  basis  of  assuming  the
 4    assets  and  liabilities  of  the  trust  fund, including the
 5    benefit  schedule  theretofore  issued  by  the  trust  fund,
 6    whether or not then in force. Duplicate originals of the plan
 7    of reorganization, as  adopted  by  the  trustees,  shall  be
 8    submitted  to  the  Director of Insurance, together with such
 9    other documents as are necessary to satisfy the  requirements
10    of Article IV and the financial statements, as required under
11    subsection (d) below. The Director shall approve the plan and
12    the  other  documents  upon  finding each consistent with the
13    requirements  applicable  to  reciprocals   organized   under
14    Article  IV  relating  to  domestic  reciprocals,  except  as
15    otherwise provided herein.
16        (ii)  Within  60 days after approval by the Director, the
17    plan of reorganization and other documents,  as  approved  by
18    the  Director,  shall  then  be submitted by the trustees for
19    approval  by  the  beneficiaries  of  the  trust  fund  at  a
20    regularly scheduled  or  special  meeting  of  beneficiaries.
21    Written  or  printed  notice  shall be given not less than 20
22    days before each such meeting, either personally or by  mail,
23    to each beneficiary of the trust fund. If mailed, such notice
24    is deemed to be delivered when deposited in the United States
25    mail,  with  postage prepaid, addressed to the beneficiary at
26    his address as it appears on the records of the  trust  fund.
27    Such  notice  shall state the place, day, hour and purpose of
28    the meeting. A copy of the plan of  reorganization  shall  be
29    enclosed  with  such  notice. Approval by beneficiaries shall
30    require (1) the affirmative vote of 2/3 of all  beneficiaries
31    of the trust fund covered under benefit schedules in force at
32    the  date  of the notice, voting in person or by proxy at the
33    meeting, and (2) the execution by the beneficiaries voting in
34    favor of the plan of the power of attorney proposed as a part
HB2226 Engrossed            -58-               LRB9001538JSgc
 1    of the plan. Each beneficiary entitled to vote shall have one
 2    vote regardless of the number of benefit schedules  that  may
 3    have been issued or contributions paid therefor.
 4        (iii)  Within    10    days   after   approval   by   the
 5    beneficiaries, the trust fund,  acting  by  and  through  its
 6    designated  officers,  shall  certify  to  the  Director such
 7    approval, appending to such certification a true and  correct
 8    copy   of   the   plan,   as  approved,  the  declaration  of
 9    organization executed by the attorney-in-fact, and  the  form
10    of  the  power of attorney, as executed, together with a list
11    of the beneficiaries so approving and executing the power  of
12    attorney.   The   Director  shall  thereafter  issue  to  the
13    attorney-in-fact a certificate of authority, as  provided  in
14    Section 73 of the Illinois Insurance Code, but only after the
15    termination by the trust fund of all benefit schedules issued
16    to  beneficiaries  who  have declined to execute the power of
17    attorney,  which  termination  may  be  accomplished  by  the
18    expiry, nonrenewal or cancellation of benefit schedules. Upon
19    such termination, the trust fund, acting by and  through  its
20    designated  officers,  shall  so certify to the Director, and
21    the date of such certification shall constitute the effective
22    date of reorganization of the trust fund, being the  date  on
23    which  the  reciprocal shall become the successor in interest
24    to the trust fund and thenceforth be responsible  and  liable
25    for  all of the liabilities and obligations of the trust fund
26    in accordance with the approved plan of  reorganization,  and
27    the  benefit  schedules  issued  by the trust fund which then
28    remain outstanding shall be deemed to have been issued by the
29    reciprocal. All of the property, real,  personal  and  mixed,
30    and  all  other  choses  in  action  and  all and every other
31    interest of  the  trust  fund  upon  the  effective  date  of
32    reorganization  shall  be deemed transferred to and vested in
33    the reciprocal without further act or  deed.  The  reciprocal
34    shall thereupon be subject to and entitled to the benefits of
HB2226 Engrossed            -59-               LRB9001538JSgc
 1    Article  IV of the Illinois Insurance Code and the trust fund
 2    shall thereafter cease to exist.
 3        (d)  The Trustees of any such trust fund shall deliver to
 4    the Director of Insurance a statement of financial  condition
 5    as  of  a  date  not more than 6 months prior to said date of
 6    delivery, prepared in accordance  with  Section  136  of  the
 7    Illinois  Insurance  Code  and  certified  by  an independent
 8    public  accountant  as  correctly   stating   the   financial
 9    condition of such trust fund in accordance with the standards
10    of   said  Section  136.   The  Director  shall  review  such
11    statement of financial condition and may, in his  discretion,
12    conduct  an  examination  of such trust fund to determine its
13    financial condition.  Any such examination shall be commenced
14    within 60 days after the date of delivery to the Director  of
15    such statement of financial condition.
16        (e)  In  the  case  of  a  trust fund reorganizing into a
17    mutual insurance company, provided that (i) such statement of
18    financial  condition  shall  reflect,  and  the  Director  is
19    satisfied from the examination, if conducted, that a net fund
20    balance (surplus) in an amount at least equal at the time  of
21    reorganization  to that required of a newly organized company
22    subject to Section 43 of  the  Illinois  Insurance  Code  and
23    writing  like  lines  of  business  and  (ii) the articles of
24    incorporation and by-laws, as  required  by  subsection  (b),
25    shall  comply  with  the  requirements  of Article III of the
26    Illinois Insurance Code,  the  Director  of  Insurance  shall
27    approve the reorganization and articles and by-laws within 60
28    days  after  receipt  thereof,  or  within  60 days after the
29    completion of any  examination  conducted  by  the  Director,
30    whichever   date   shall   last  occur,  and  shall  issue  a
31    certificate of authority, as provided under Section 51 of the
32    Illinois Insurance Code within 10 days after the  receipt  of
33    evidence of recordation of the articles and by-laws.
34        (f)  In  the  case  of  a  trust fund reorganizing into a
HB2226 Engrossed            -60-               LRB9001538JSgc
 1    reciprocal, provided that  (i)  the  statement  of  financial
 2    condition  shall  reflect, and the Director is satisfied from
 3    the examination,  if  conducted,  that  a  net  fund  balance
 4    (surplus)  in  an  amount  at  least  equal  at  the  time of
 5    reorganization  to  that  required  of  a   newly   organized
 6    reciprocal  subject  to  Section 66 of the Illinois Insurance
 7    Code  and  writing  like  lines  of  business  and  (ii)  the
 8    declaration of organization and other documents, as  required
 9    by  subsection  (c),  shall  comply  with the requirements of
10    Article IV of the Illinois Insurance Code,  the  Director  of
11    Insurance  shall  approve  the reorganization and declaration
12    within 60 days after receipt thereof, or within 60 days after
13    the completion of any examination conducted by the  Director,
14    whichever   date   shall   last  occur,  and  shall  issue  a
15    certificate of authority, as provided under Section 73 of the
16    Illinois Insurance Code within 10 days after the deposit with
17    the Director  by  the  reorganizing  reciprocal  of  cash  or
18    securities   as  required  by  Section  74  of  the  Illinois
19    Insurance Code.
20    (Source: P.A. 86-847.)
21        Section 99.  Effective date.  This Act takes effect  upon
22    becoming law.
HB2226 Engrossed            -61-               LRB9001538JSgc
 1                                INDEX
 2               Statutes amended in order of appearance
 3    215 ILCS 5/14.1           from Ch. 73, par. 626.1
 4    215 ILCS 5/32             from Ch. 73, par. 644
 5    215 ILCS 5/33             from Ch. 73, par. 645
 6    215 ILCS 5/34             from Ch. 73, par. 646
 7    215 ILCS 5/56             from Ch. 73, par. 668
 8    215 ILCS 5/122-1          from Ch. 73, par. 734-1
 9    215 ILCS 5/144.2          from Ch. 73, par. 756.2
10    215 ILCS 5/147.3 new
11    215 ILCS 5/162            from Ch. 73, par. 774
12    215 ILCS 5/173            from Ch. 73, par. 785
13    215 ILCS 5/173.1          from Ch. 73, par. 785.1
14    215 ILCS 5/174            from Ch. 73, par. 786
15    215 ILCS 5/192            from Ch. 73, par. 804
16    215 ILCS 5/205            from Ch. 73, par. 817
17    215 ILCS 5/245.21         from Ch. 73, par. 857.21
18    215 ILCS 5/245.23         from Ch. 73, par. 857.23
19    215 ILCS 5/245.25         from Ch. 73, par. 857.25
20    215 ILCS 5/245.61 rep.
21    215 ILCS 5/245.62 rep.
22    215 ILCS 107/5.20
23    215 ILCS 107/5.25

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