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Subchapter B. Insurance Holding Company System Regulatory Act

28 TAC §§7.201-7.205 and 7.209-7.213

The Texas Department of Insurance proposes amendments to §§7.201-7.205 and 7.209-7.213 concerning administrative regulation under the Insurance Holding Company System Regulatory Act (Insurance Code Article 21.49-1). The amendments are necessary to implement amendments made to the Act by Senate Bill 605, 77th Legislature, 2001, to improve the administrative efficiency of the Texas Department of Insurance, and to promote compliance by entities subject to the Act. The proposed amendments also require the filing of fingerprint cards on certain individuals associated with an applicant in the acquisition or change of control of a domestic insurer. These amendments are necessary to facilitate background checks on such individuals through the Federal Bureau of Investigation and the Texas Department of Public Safety. Background checks will provide another tool for the department, in its efforts to protect policyholders by identifying persons who have a criminal background, so that the department can consider the potential for problems such as illegal use of company funds, non-compliance with federal statutes and fitness and competency of management. Additionally, the requirement for background checks is consistent with other states whose statutes or regulations require fingerprints. The proposed amendments to §§7.201(a)(1), 7.202(b)(1), 7.203(n), 7.209(d), and 7.210(e) reflect a change in name of the division within the Financial Program which handles holding company transactions; the name change is from Financial Monitoring to Financial Analysis and Examinations. The proposed amendments to §§7.201(b)(1) and 7.209(m)(4) remove the reference to the previous State Board of Insurance which no longer exists. The proposed amendment to §7.202(a)(4) adds the commissioner´s senior associates within the definition of "commissioner." Proposed amendments to §7.203(g), (h), (n), §7.204(d)(1), §7.205(m) and (n) correct citations which have changed as a result of recodification of the Insurance Code. The proposed amendments to §7.203(n) clarify that notices of ordinary dividends can be provided by facsimile; clarify that ordinary dividends can be paid after ten calendar days notice to the commissioner; and adopt a revised Form HCDividend (Rev. 01/2002). Proposed §7.204(a)(2)(G) is amended to provide for the filing of notice of the participation in an investment pool by a property and casualty insurer, and the remaining section is relettered. The proposed amendment to §7.204(b) clarifies that transactions with affiliates are subject to receipt of the applicable filing fee by the commissioner and provides that contracts, agreements, or memoranda of understanding must provide for settlement within 90 days. The proposed amendment to §7.204(e) removes a reference to a previously repealed section. The proposed amendments to §7.205 clarify that all acquisitions and changes of control are subject to the Act, §5(a) and implement Senate Bill 605 by deleting language repealed by that bill. The proposed amendments to §7.205(f) provide for a denial of an acquisition or change of control by the commissioner. The proposed amendments to §7.209(a) are made for consistency with proposed §7.205(a) and to change the year as a result of the change in the century. The proposed amendments to §7.209(d) add a new paragraph (1) and a new paragraph (2) that provides for certain persons in an acquisition or change of control to provide fingerprint cards to the commissioner. The proposed amendment to §7.209(f)(3) adds a new provision that requires disclosure of plans for changes in the privacy policies and procedures of a domestic insurer and provides for an affirmative statement by the acquiring party of the domestic insurer´s compliance with applicable statutes and regulations regarding privacy. The proposed amendments to §§7.209(n), 7.210(a) and (j), and 7.213(a) and (i) correct references and change the year as a result of the change of the century. The proposed amendment to §7.210(f)(1) adds a new subparagraph (C) that provides for disclosure of investment activities of an investment pool and transactions between pools and participants and reletters the remaining subparagraphs. The proposed amendments to §7.211(a) and (f) and §7.212(a) and (p) change the year as a result of the change in the century. Also, duplicative language has been deleted. Form HCDividend, referenced under §7.203(n), is proposed for revision to incorporate technical corrections to line numbers as a result of changes in the statutory annual statement blank and to reflect the name of the Financial Analysis and Examinations Division. The biographical affidavit form referenced under 7.201(a)(1) is proposed for revision to add a notice concerning correction of information, as required by House Bill 1922, 77 th Legislature, 2001. Form HCDividend is available for review by contacting the Financial Analysis and Examinations Division, Mail Code 303-1A, Texas Department of Insurance, P.O. Box 149099, 333 Guadalupe, Austin, Texas 78714-9099, or by calling (512) 322-5002, or by fax to (512) 322-5082.

Betty Patterson, senior associate commissioner for financial, has determined that, for the first five-year period the proposed sections will be in effect, the fiscal implications for state or local government as a result of enforcing or administering the sections will be approximately $6,000 per year and there will be no effect on local employment or local economy. The related cost for implementing these sections includes fees for background checks through the Federal Bureau of Investigation and the Texas Department of Public Safety with a fee for each of $25 and $15, respectively. The department reviews approximately 35 acquisitions or changes of control of a domestic insurer each fiscal year. The positions of Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Treasurer, and Controller are positions that have fiduciary responsibilities. In certain instances, a person will hold the office of two or more positions of fiduciary responsibility. To avoid duplication, only one fingerprint card for such person will be necessary.

Ms. Patterson also has determined that, for each year of the first five years the sections are in effect, the public benefits anticipated as a result of enforcing this section will be more effective regulation of acquisitions by insurers. Requiring fingerprint cards on persons who will be in control of the financial records and transactions of a domestic insurer after an acquisition or change of control will provide protection to policyholders and promote the solvency of domestic insurers. There is minimal anticipated economic cost to persons or entities who are required to comply with the amended sections, as proposed, other than the cost of completion of the appropriate forms and obtaining approval of the commissioner. The anticipated cost of obtaining fingerprint cards from law enforcement agencies or testing centers will vary in different locations; however, the department anticipates the cost should not exceed $25 for each person. A company can minimize the cost of obtaining a fingerprint card by going to a local law enforcement agency. On the basis of cost per hour of labor, there is no anticipated difference in cost of compliance between small and large businesses. Regardless of the fiscal effect, the department does not believe it legal or feasible to waive the requirements of these rules for small businesses or micro-businesses, because the necessity to perform background checks on those individuals with a fiduciary responsibility does not change based on the size of the acquiring company and the department has no authority to waive fees or costs of other municipal, state, or federal agencies.

To be considered, written comments on the proposal must be submitted no later than 5:00 p.m. on February 25, 2002 to Lynda H. Nesenholtz, General Counsel and Chief Clerk, Mail Code 113-2A, Texas Department of Insurance, P.O. Box 149104, Austin, Texas 78714-9104. An additional copy of the comments should be submitted simultaneously to Betty Patterson, Senior Associate Commissioner, Financial Program, Mail Code 305-2A, Texas Department of Insurance, P.O. Box 149104, Austin, Texas 78714-9104. Any requests for a public hearing should be submitted separately to the Office of the Chief Clerk.

The amendments are proposed under the Insurance Code Article 21.49-1 and Section 36.001. Article 21.49-1, §11 authorizes the Commissioner of Insurance to issue such rules and orders as shall be consistent with and shall carry out the provisions of the Insurance Holding Company System Regulatory Act and to govern the conduct of its business and proceedings under the Act. Section 36.001 authorizes the commissioner to adopt rules for the conduct and execution of the duties and functions of the department.

The following articles of the Insurance Code are affected by these amendments: Articles 21.49-1 and 21.49-2C.

§7.201. Forms Filings.

(a) General requirements.

(1) The forms that are specified in §§7.209-7.213 of this title (relating to Form A, Form B, Form C, Form D, and Form E) are intended to be guides in the preparation of the statements, notices, and applications required by the Insurance Code[ ,] Article 21.49-1. They are to provide notice of the information required and the location in which it will be expected to be found. In preparing any statement, notice, or application, the text of the form need not be repeated so long as there is clear identity of the matter to which the answer or material applies. Unless expressly provided otherwise, if any item is inapplicable or the answer thereto is in the negative, an appropriate statement to that effect shall be made. The forms specified in §§7.209-7.213 of this title are also referred to in this subchapter as Forms A-E. Form A is also referred to as the acquisition statement, Form B as the registration statement, Form C as a disclaimer, Form D as an extraordinary dividend, and Form E as an exemption statement. For use in accordance with §7.209(d) and (f) of this title and §7.210(e) of this title the Texas Department of Insurance adopts by reference the biographical affidavit form published by and available from the Texas Department of Insurance. Copies of this form may be obtained from Financial Analysis and Examinations[ Monitoring], Mail Code 303-1A, Texas Department of Insurance, P.O. Box 149099, 333 Guadalupe, Austin, Texas 78714-9099.

(2) Two complete originally signed copies (unless additional copies are requested by the commissioner) of each statement, notice, or application, including exhibits and all other papers and documents filed as a part thereof, in connection with any acquisition statement filed under §7.209 of this title [ (relating to Form A)], and one complete originally signed copy of every other statement, notice, or application, including exhibits and all other papers and documents filed as a part thereof, shall be filed with the commissioner by personal delivery or by mail addressed to: Financial Analysis and Examinations[ Monitoring], Mail Code 303-1A, Texas Department of Insurance, P.O. Box 149099, 333 Guadalupe, Austin, Texas 78714-9099. Each statement, notice, or application shall be subject to the appropriate filing fee provided for in §7.1301 of this title (relating to Regulatory Fees). The appropriate filing fee shall be forwarded to Financial Analysis and Examinations[ Monitoring] of the Texas Department of Insurance under separate cover along with a copy of the letter transmitting the statement, notice, or application.

(3)-(4) (No change.)

(b) Incorporation by reference, summaries, and omissions.

(1) Information required by any item of any statement, notice, or application may be incorporated by reference in answer or partial answer to another item. Information contained in any instrument or document filed with the [ board or] commissioner within five years and currently remaining on file may be incorporated by reference. Such reference shall clearly identify the material and indicate it is incorporated by reference.

(2)-(4) (No change.)

(c)-(e) (No change.)

§7.202. Definitions.

(a) The following words and terms, when used in this subchapter, shall have the following meanings, unless the context clearly indicates otherwise.

(1)-(3) (No change.)

(4) Commissioner ­ The commissioner of insurance of the State of Texas, the commissioner´s senior associates, associates or deputies, or their designees, as appropriate.

(5)-(20) (No change.)

(b) Exemption - Commercially Domiciled Insurer.

(1) The commissioner may exempt from the provisions of the Act and these sections, except the registration requirement, any commercially domiciled insurer if the commissioner determines that the insurer has assets physically located in this state or an asset to liability ratio sufficient to justify the conclusion that there is no reasonable danger that the operations or conduct of the business of the insurer could present a danger of loss to the policyholders of this state. The exemption granted under this subsection shall set forth the specific criteria under which it is granted and shall be subject to annual review. The commissioner may, after notice and opportunity for hearing, rescind an exemption granted to a commercially domiciled insurer under the provisions of the Act and these sections. A rescission of an exemption shall set forth the rationale for the rescission. Requests for an exemption under this subsection shall be filed with Financial Analysis and Examinations[ Monitoring], Mail Code 303-1A, Texas Department of Insurance, P.O. Box 149099, 333 Guadalupe, Austin, Texas 78714-9099. The request must contain a signed and notarized affidavit of an executive officer of the insurer that, should the exemption be granted, the insurer has agreed to notify Financial Analysis and Examinations[ Monitoring] within ten days after it no longer meets the criteria set out in this section on which the exemption is based. In determining that a commercially domiciled insurer has sufficient assets to justify the conclusion that there is no reasonable danger that the operations or conduct of the business of the insurer could present a danger or loss to policyholders of this state, the commissioner shall give consideration to the matters contained in subparagraphs (A)-(D) of this paragraph in connection with an exemption requested under the Act, §2(s), and these sections.

(A)-(D) (No change.)

(2) (No change.)

§7.203. Registration of Insurers.

(a)-(f) (No change.)

(g) Annual amendment. Within 120 days after the end of each fiscal year of the ultimate controlling person (that person which is not controlled by another person) of the insurance holding company system, the registrant shall file an amendment to the registration statement which shall make the registration statement current. Within 120 days of the end of each calendar year ending in a five or a zero, the registrant shall file a completely restated up-to-date registration statement as set out in §7.210 of this title (relating to Form B), with amendments consolidated therein. The registrant is not required to file an annual amendment to its registration statement under this subsection in the year that it files a completely restated up-to-date registration statement. The registration statement referred to in §7.1301(d)(22)[ §7.1301(d)(23)] of this title (relating to Regulatory Fees) includes each annual amendment to the registration statement and the completely restated up-to-date registration statement.

(h) Termination of registration. The commissioner shall terminate the registration of any insurer as provided in the Act, §3(f)[ §3(c)].

(i)-(m) (No change.)

(n) Dividends and distributions. Each registered insurer shall, by personal delivery, by telecopy or facsimile, or by mail addressed to: Financial Analysis and Examinations[ Monitoring], Mail Code 303-1A[ 303-1D], Texas Department of Insurance, P.O. Box 149099, 333 Guadalupe, Austin, Texas 78714-9099, provide notice to the commissioner of all dividends and other distributions to shareholders within two business days following the declaration thereof and at least ten calendar days prior to payment in the form prescribed by the commissioner and adopted herein by reference as Form HCDividend (Rev. 01/2002)[ September 13, 1995)] and such notice shall be deemed an amendment to the registration statement without further action or filing. Prepayment notices will be considered promptly. Each prepayment notice shall be accompanied by documentation supporting each of the standards specified in the Act, §4(b), unless such documentation has previously been provided during the current calendar year and the person to whom such documentation was sent is identified. Dividends and distributions shall be reviewed by the commissioner and, if the standards in the Act, §4(b) are not met, the commissioner shall take appropriate action, including but not limited to that provided under the Insurance Code[ ,] Sections 82.001-82.056, 83.001-83.153 and Articles [ 1.10, 1.10A,]1.32, 21.28, 21.28-A, 21.31, and 21.32. All reported dividends and distributions shall be reviewed annually in the registration statement filed pursuant to §7.210 of this title. See §7.204(d) of this title (relating to Commissioner's Approval Required) for requirements regarding extraordinary dividends and distributions.

§7.204. Commissioner's Approval Required.

(a) Prior approval and notice.

(1) (No change.)

(2) The following transactions between a domestic insurer and any person in its holding company system may not be entered into unless the insurer has notified the commissioner in writing of its intention to enter into any such transaction at least 30 days prior thereto, or such shorter period as he may permit, and he has not disapproved it within such period;

(A)-(F) (No change.)

(G) participation in an investment pool by a property and casualty insurer pursuant to the Insurance Code Article 2.10-5; and (H)[ (G)] any material transactions which the commissioner has determined after notice may adversely affect the interest of the insurer´s policyholders or of the public.

(3)-(6) (No change.)

(b) Transactions. Requests for approval of transactions pursuant to subsection (a)(1) of this section and notices of proposed transactions pursuant to subsection (a)(2) of this section, shall be accompanied by descriptions of the essential features of such transactions which are reasonably adequate to permit proper evaluation thereof by the commissioner including the applicable filing fee provided for in §7.1301(d)(23) of this title (relating to Regulatory Fees). Such descriptions shall in all cases include at least the following: the nature and purpose of the transaction; the nature and amounts of any payments or transfers of assets between the parties; the identities of all parties to such transactions; whether any officers or directors of a party are pecuniarily interested therein, and copies of any proposed contracts, agreements, or memoranda of understanding between the parties relating to the transaction along with sufficient competent documentation evidencing compliance with the standards specified in the Act, §4(a), and evidencing that the transaction will not adversely affect the interest of policyholders. Proposed contracts, agreements, or memoranda of understanding shall provide for settlement within 90 days. No such request or notice shall be deemed filed with the commissioner until the date all such material has been provided.

(c) (No change.)

(d) Extraordinary dividends and other distributions.

(1) No insurer subject to registration under §7.203(a) of this title (relating to Registration of Insurers) shall pay any extraordinary dividend or make any other extraordinary distribution to its shareholders until:

(A) 30 days after the commissioner has received written notice in accordance with §7.212 of this title (relating to Form D) of the declaration thereof, including the applicable filing fee pursuant to §7.1301(d)(23)[ §7.1301(d)(24)] of this title and the commissioner has not within such period disapproved such payment; or

(B) the commissioner shall have approved such payment within such 30-day period. The written notice required under this paragraph shall be deemed filed with the commissioner only when all material sufficient to constitute a complete filing, including documentation to support each of the standards set forth in the Act, §4(b), and the payment of any required filing fee pursuant to §7.1301(d)(23)[ §7.1301(d)(24)] of this title [ (relating to Regulatory Fees)] have been provided.

(2)-(3) (No change.)

(e) Adequacy of surplus. For the purposes of these sections, in determining whether an insurer´s surplus as regards policyholders is reasonable in relation to the insurer´s outstanding liabilities and adequate to its financial needs, the factors specified in the Act, §4(b), among others, shall be considered. [ The factors specified in §7.206 of this title (relating to Subsidiaries of Insurers) shall also be considered.]

§7.205. Acquisition Statements - Filing Requirements.

(a) Filing Requirements. Filing and other regulatory requirements for acquisitions or changes of control and certain other matters as specified in the Act, §5(a), are governed by the Act, §5(a). For purposes of this subsection, a domestic insurer as defined in the Act, §5(a)(2), shall include any person controlling a domestic insurer, including a commercially domiciled insurer, unless such person is either directly or through its affiliates primarily engaged in business other than the business of insurance. A change or substitution of an attorney-in-fact of a Lloyds´ or reciprocal or interinsurance exchange is subject to the Act, §5. An acquisition of control of a domestic insurer is subject to the Act, §5, regardless of the domestic insurer´s exemption from regulation under the Act, §2(r). A failure to file complete and accurate information in all material respects is grounds for a denial by the commissioner under the Act, §5(c).

(b) Form and content of statement. The statement required by subsection (a) of this section (elsewhere referred to as acquisition statement) shall be made in accordance with §7.209 of this title (relating to Form A), the acquisition statement. The acquiring party shall provide additional financial information in the form or substance as required by the commissioner which is material to the finding required by the Act, §5(c)(1)(iii). Any financial information required under the Act, §5(b)(3), may be waived by the commissioner if such information is not deemed material. No statement required by subsection (a) of this section shall be deemed filed with the commissioner until on the date all such material required and sufficient to constitute a full statement has been provided. [ At any time after the submission or resubmission to the commissioner of a statement filed under the Act, §5(a) regardless of whether the statement is complete and accurate, the matter may be placed on the commissioner´s contested case docket to hear any prehearing matters and motions permitted under the Administrative Procedure Act, Texas Government Code, Chapter 2001.]

(c)-(e) (No change.)

(f) Approval or denial by commissioner; hearings. All mergers, acquisitions or changes of control, and other matters as specified in the Act, §5(a), and mergers contemplated by the Insurance Code[ ,] Article 21.28-A, §1, are subject to the Act, §5(c). The acquiring party shall have the burden of providing sufficient competent evidence for the commissioner to make the determinations required under the Act, §5(c)(1).

(g)-(k) (No change.)

(l) Violations. The following shall be violations of this section:

(1) (No change.)

(2) The effectuation of or any attempt to effectuate an acquisition or change of control of, or merger with a domestic insurer unless the commissioner has given his approval thereto.

(m) Additional violations. Each director or officer of an insurance company subject to these sections, or of an insurance holding company system subject to these sections, who knowingly and willfully violates, participates in, or assents to or who knowingly and willfully permits any of the officers, agents, or employees of the insurer or holding company system to engage in transactions or make investments that have not been properly reported or submitted under these sections or that knowingly and willfully violate these sections, is subject to administrative penalty under the Insurance Code[ ,] Sections 84.001-84.051[ Article 1.10E].

(n) Additional sanctions. An entity that holds a certificate of authority granted by the Texas Department of Insurance or the commissioner and that violates the Insurance Code is subject to the sanctions authorized under the Insurance Code[ ,] Sections 82.001-82.056[ Article 1.10, §7].

(o)-(p) (No change.)

§7.209. Form A.

(a) Statement regarding the acquisition or change of control of a domestic insurer._____________________ name of domestic insurer by ____________________name of acquiring person (applicant). Filed with the Texas Department of Insurance, date:______________________ 20[ 19__].

Name, title, address, and telephone number of individual to whom notices and correspondence concerning this statement should be addressed:________________________

(b)-(c) (No change.)

(d) Identity and background of individuals associated with the applicant.

(1)

Furnish biographical data for the applicant if such person is an individual, or for all persons who are directors, executive officers, or owners of 10% or more of the voting securities of the applicant if the applicant is not an individual, with such biographical data in the form of the biographical affidavit form adopted by reference under §7.201(a)(1) of this title (relating to Forms Filings). Copies of the form are available from Financial Analysis and Examinations[ Monitoring], Mail Code 303-1A, Texas Department of insurance, P.O. Box 149099, 333 Guadalupe, Austin, Texas 78714-9099.

(2) Furnish fingerprint cards for the applicant if such person is an individual, or for persons who are the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Treasurer, and Controller of the applicant if the applicant is not an individual. Copies of fingerprint cards may be obtained by sending a written request to Licensing Division, Mail Code 107-1B, Texas Department of Insurance, P.O. Box 149104, Austin, Texas 78714-9104, by telecopy or facsimile to (512) 475-1819, or by e-mail to License@tdi.texas.gov The request should include the name of the requestor, address, phone number and number of cards requested and should be limited to the actual number needed up to a maximum of 25 cards per order. Fingerprint cards are also available from local law enforcement agencies, such as sheriff and police departments, and agent testing centers. Each fingerprint card submitted should be accompanied by the full name of the law enforcement agency or testing center, the printed or typed identity of the individual performing the fingerprinting, the address, the phone and telecopy or facsimile numbers of the law enforcement agency or testing center.

(e) (No change.)

(f) Future plans for insurer.

(1)-(2) (No change.)

(3) Provide:

(A) an affirmative statement of applicant´s and the domestic insurer´s compliance with Chapter 22 of this title (relating to Privacy); and,

(B) if applicant proposes revisions to the domestic insurer´s current privacy policy, the proposed revised privacy policy along with any revised notices required pursuant to §22.12 of the title (relating to Revised Privacy Notices) and any other notices or authorization requests and forms that applicant will be required to provide to maintain compliance with Chapter 22 of this title.

(4)[ (3)] For the domestic insurer, provide the full name of each individual proposed to be an executive officer or director of the domestic insurer and the full name of each individual who will be responsible for major areas of operations of the domestic insurer, including but not limited to, supervision of agents, underwriting, advertising, production of business through agents and through reinsurance, policyholder services, premium accounting, claims processing and litigation, reinsurance cessions, investments, and financial accounting and reporting. For each such position, evidence such individual's ability and experience to perform same by providing biographical data in the form of the biographical affidavit form adopted by reference under §7.201(a)(1) of this title.

(5)

[ (4)] Describe any other arrangement or agreement oral or written, entered into by any acquiring party or any of its affiliates and the domestic insurer during the immediately preceding 12 months.

(g)-(l) (No change.)

(m) Financial statements and exhibits.

(1)-(3) (No change.)

(4) In addition to the other material required to be filed by this section, a person as described in §7.205(a) of this title (relating to Acquisition Statements-Filing Requirements) shall file, as an exhibit, annual reports to the stockholders of the insurer and the applicant for the last two fiscal years; these reports are for review of the Texas Department [ State Board] of Insurance, and are not a part of the material required to be submitted under the Act, §5(b)(12). However, the materials shall be open for public inspection at the offices of the Texas Department [ State Board] of Insurance during the pendency of the application.

(n) Signature and certification. Signature and certification of the following form:

SIGNATURE

Pursuant to the requirements of Section 5 of Article 21.49-1 [ 21.49], Texas Insurance Code,______________________ has caused this application to be duly signed

Name of Applicant

on its behalf in the City of ________________________ and State of _________________ on [ the day of] _______________________ 20 [ 19__].

________________________

Name of Applicant

(Seal) By:______________________

(Name)(Title)

Attest:

____________________________

(Signature of Officer)

_______________________________

(Title)

CERTIFICATION

THE STATE OF ____________________

COUNTY OF __________________________

Before me, the undersigned authority, on this day personally appeared

_______________________known to me to be the

____________________of ______________________

(Title)__________________(Name of Applicant)__________________

who, after being placed on his oath, stated that he has read the preceding application and that the answers, exhibits and attachments forming it are true and correct as to any factual statements contained therein.

___________________________

(Signature)

Sworn to and subscribed before me on [ this_____day of]_________________ 20 [ 19__], to certify which witness my hand and seal of office.

_______________________

Notary Public in and for

(Seal)

______________, County,_______________

§7.210. Form B.

(a) Insurance holding company system registration statement.

Filed with the Texas Department of Insurance by (name of registrant) on behalf of the following insurance companies. Name, address _______________________________

____________________________________

____________________________________

date:_______________ 20 [ 19 ]. Name, title, address and telephone number of individual to whom notices and correspondence concerning this statement should be addressed:

_______________________________

_______________________________

_______________________________

(b)-(d) (No change.)

(e) Biographical information. Furnish biographical data for the ultimate controlling person(s) if such person is an individual, or for the directors and executive officers of the ultimate controlling person if the ultimate controlling person is not an individual, with such biographical data in the form of the biographical affidavit form adopted by reference under §7.201(a)(1) of this title (relating to Forms Filings). Copies of this form are available from Financial Analysis and Examinations[ Monitoring], Mail Code 303-1A, Texas Department of Insurance, P.O. Box 149099, 333 Guadalupe, Austin, Texas 78714-9099.

(f) Transactions, relationships, and agreements.

(1) Briefly describe the following agreements in force, relationships subsisting, and transactions currently outstanding between the registrant and its holding company, its subsidiaries, and its affiliates:

(A)-(B) (No change.)

(C) investment activities of an investment pool and transactions between pools and participants (the Insurance Code Articles 2.10-5 and 3.33, §4(g));

(D) transactions not in the ordinary course of business;

(E)[ (D)] guarantees or undertakings for the benefit of an affiliate which result in an actual contingent exposure of the registrant´s assets to liability, other than insurance contracts entered into in the ordinary course of the registrant´s business;

(F)[ (E)] all management and service contracts and all cost sharing arrangements;

(G)[ (F)] reinsurance agreements covering all or substantially all of one or more lines of insurance of the ceding company;

(H)[ (G)] all dividends and other distributions to shareholders;

(I)[ (H)] agreements with affiliates to consolidate federal income tax returns;

(J)[ (I)] all transactions with affiliated financial institutions;

(K)[ (J)] the amount of commissions paid to the controlling producer, the percentage such amount represents of the net premium written, and comparable amounts and percentages paid to noncontrolling producers for placements of the same kinds of insurance;

(L)[ (K)] all surplus debentures, surplus notes, premium income notes, bonds, or debentures, and other contingent evidences of indebtedness outstanding;

(M)[ (L)] any affiliated transaction not disclosed in subparagraphs (A)- (L)[ (K)] of this paragraph which is subject to the Act, §4(d); and,

(N)[ (M)] any pledge of an insurer's stock, including stock of any subsidiary or controlling affiliate, for a loan made to any member of its insurance holding company system.

(2) (No change.)

(g)-(i) (No change.)

(j) Signature and certification. Signature and certification of the following form:

SIGNATURE

Pursuant to the requirements of Section 3 of Article 21.49-1[ 21,.49], Texas Insurance Code, the Registrant has caused this Registration Statement to be duly signed on its behalf in the City of ______________________and State of _______________________on [ the_____ day of] __________________________ 20__[ 19__].

________________________

(Name of Registrant)

(Seal) By: _________________

Attest:

____________________________

(Signature of Officer)

____________________________

(Title)

CERTIFICATION

THE STATE OF ____________________

COUNTY OF________________________

Before me, the undersigned authority, on this day personally appeared___________________known to me to be the________________________, who, after being placed on his oath, stated that he has read the preceding application and that the answers, exhibits, and attachments forming it are true and correct as to any factual statements contained therein.

__________________________

(Signature)

Sworn to and subscribed before me on [ this__________________day of] _________, 20 [ 19__], to certify which witness my hand and seal of office.

______________________________

Notary Public in and for

(Seal)

__________________, County,____________________

§7.211. Form C.

(a) Disclaimer of control or affiliation filed with the Texas Department of Insurance by_______________________(name of applicant). Name of company or companies whose relationship is disclaimed: __________________________, date: __________________________, 20 [ 19__]. Name, title, address, and telephone number of individual to whom notices and correspondence concerning this statement should be addressed:

______________________

______________________

(b)-(e) (No change.)

(f) Signatures and certification. Signatures and certification of the following form:

SIGNATURE

Pursuant to the requirements of Section 3 of Article 21.49-1[ 21.49], Texas Insurance Code, the applicant has caused this disclaimer to be duly signed on its behalf in the City of________________________ and State of________________________on [ the_______________day of] ___________________, 20 [ 19___].

__________________________

(Name of Applicant)

(Seal)

By:______________________

(Name)(Title)

Attest:

____________________________

(Signature of Officer)

_________________________

Title)

CERTIFICATION

THE STATE OF________________

COUNTY OF __________________

Before me, the undersigned authority, on this day personally appeared ________________________known to me to be the__________________ of _____________________________

(Title)(Name of Applicant)

who, after being placed on his oath, stated that he has read the preceding application and that the answers, exhibits, and attachments forming it are true and correct as to any factual statements contained therein.

__________________________

(Signature)

Sworn to and subscribed before me on [ this_______________day of] _________________,

20 [ 19__], to certify which witness my hand and seal of office.

____________________________

Notary Public in and for

(Seal)_______________, County,_________________

§7.212. Form D.

(a) Notice of declaration of extraordinary dividend.

Filed with the Texas Department of Insurance by ____________________ (name of insurer), date:__________________, 20 [ 19__]. Name, title, address, and telephone number of individual to whom notices and correspondence concerning this statement should be addressed: ___________________________________ ___________________________________ ___________________________________

(b)-(o) (No change.)

(p) Signatures and certification. Signature and certification of the following form:

SIGNATURE

Pursuant to the requirements of Section 4 of Article 21.49-1[ 21.49], Texas Insurance Code, the Insurer has caused this notice to be duly signed on its behalf in the City of

_______________and State of _______________on [ the_______________day of] __________________________, 20 [ 19__].

_______________________

Name of Insurer)

(Seal)

By:_______________________

(Name)(Title)

Attest:

__________________________

(Signature of Officer)

__________________________

(Title)

CERTIFICATION

THE STATE OF___________________

COUNTY OF _____________________

Before me, the undersigned authority, on this day personally appeared _______________________ known to me to be the _________________, who, after being placed on his oath, stated that he has read the preceding application and that the answers, exhibits, and attachments forming it are true and correct as to any factual statements contained therein.

_____________________

(Signature)

Sworn to and [ an] subscribed before me on [ this _______________day of] ______________ 20 [ 19__], to certify which witness my hand and seal of office.

______________________

(Signature)

[ Sworn to and subscribed before me on this________________day of _______________, 19_____________, to certify which witness my hand and seal of office.]

______________________________

Notary Public in and for

(Seal)_____________________, County,_______________________

§7.213. Form E.

(a) Statement regarding the exemption from approval of the acquisition of control of a domestic insurer.

Name of domestic insurer: ___________________________.

Name of acquiring person (applicant):______________________.

Filed with the Texas Department of Insurance, date: _________________,

20[ 19__].

Name, title, address, and telephone number of individual to whom [ who] notices and correspondence concerning this statement should be addressed:

_________________________________ _________________________________ _________________________________

(b)-(h) (No change.)

(i) Signature and certification. Signature and certification of the following form:

SIGNATURE

Pursuant to the requirements of Section 5 of Article 21.49-1, [ the] Texas Insurance Code,[ Article 21.49-1, §5,]

____________________________

Name of Applicant

has caused this application to be duly signed on its behalf in the City of _____________________and State of__________________,on [ the _________________________day of] _________________________ 20__[ 19__].

______________________

Name of Applicant

(Seal)

By:______________________________

(Name)(Title)

Attest:

_________________________

(Signature of Officer)

_________________________

(Title)

[ "]CERTIFICATION

THE STATE OF[ The State of] ________________

COUNTY OF[ County of] _____________________

Before me, the undersigned authority, on this day personally appeared ________________ known to me to be the __________________of ______________________, who, after being placed on his oath, stated that he has read the preceding application and that the answers, exhibits, and attachments forming it are true and correct as to any factual statements contained therein.

__________________________

(Signature)

Sworn to and subscribed before me on [ this______________day of]_____________________[ 19__], to certify which witness my hand and seal of office.

(Seal)

______________________

Notary Public in and for

the State of

__________________[ "]



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