ALTERNATE CONVERSION PLAN

(a) The board of directors may adopt a conversion plan that does not rely in whole or in part on the issuance of nontransferable subscription rights to members to purchase stock of the resulting company if the commissioner determines that the plan: (1) complies with this chapter; (2) is fair and equitable; and (3) permits the resulting company to satisfy the requirements in effect on the date of the determination for a certificate of authority applicable to a domestic stock insurance company. (b) The conversion plan may: (1) include the merger of a domestic mutual insurance company with a domestic or foreign stock insurance company; (2) provide for issuing stock, cash, or other consideration to members instead of subscription rights; (3) provide for the formation of a mutual holding company under Subchapter E; or (4) establish another plan containing other provisions approved by the commissioner. (c) The commissioner may retain, at the converting company's expense, a qualified expert who is not a member of the commissioner's staff to assist in reviewing whether the conversion plan meets the requirements for approval by the commissioner.