STAGGERED TERMS FOR LARGE BOARD OF DIRECTORS

(a) This section applies only to a mutual life insurance company whose board of directors consists of at least nine members. (b) The bylaws of a mutual life insurance company may provide that the company's directors, other than initial directors, may be elected to serve staggered terms as provided by this section. (c) The company's directors shall be divided into two or three classes, with each class consisting of an equal number of directors to the extent possible. After the directors are divided into classes: (1) the terms of the directors in the first class expire on the first annual meeting date after their initial election; (2) the terms of the directors in the second class expire on the second annual meeting date after their initial election; and (3) the terms of the directors in the third class, if any, expire on the third annual meeting date after their initial election. (d) At each annual meeting after the directors are first elected, the policyholders shall elect the number of directors whose terms expire on that date. Directors are elected for: (1) staggered two-year terms, if the board is divided into two classes; or (2) staggered three-year terms, if the board is divided into three classes.