2.__Plan requirements.__The plan must contain provisions for:

A.__The reorganizing insurer to become a stock insurer;

B.__The formation of a mutual holding company;

C.__The members of the reorganizing insurer to become members of the mutual holding company with membership interests therein and the membership interests in the reorganizing insurer to be extinguished; and

D.__At least 51% of the voting stock issued and outstanding by the reorganized insurer to be acquired and held, directly or through one or more stock holding companies, by the mutual holding company.

3.__Number of stock holding companies.__The plan may provide for the formation of one or more intermediate stock holding companies.

4.__Approval of plan.__The superintendent may not approve a plan unless:

A.__The terms and conditions of the plan are fair and equitable;

B.__The plan is subject to approval by vote of not less than 2/3 of the insurer's policyholders voting__on the plan in person, by proxy or by mail at a meeting of policyholders called by the insurer for__that purpose pursuant to reasonable notice__of the meeting and procedures as approved by the superintendent.__The plan must specify that only persons who were policyholders both at least one year before the submission of the plan to the superintendent and on a subsequent date before the vote found reasonable by the superintendent are entitled to vote.__Each eligible policyholder is entitled to one vote;

C.__The plan, when completed, would provide paid-in capital stock for the reorganized insurer in an amount not less than the minimum paid-in capital stock required of a new domestic