[§431:4-237]  Definitions.  As used in
this part:



"Participant" or "participant in
a solicitation" includes:



(1)  The insurer;



(2)  Any director of the insurer and any proxy for a
nominee for whom an election as a director is solicited; or



(3)  Any other person acting alone or with one or more
other persons, committees, or groups in organizing, directing, or financing the
solicitation.



"Participant" or "participant in
a solicitation" does not include:



(1)  A bank, broker, or dealer who, in the ordinary course
of business, lends money or executes orders for the purchase or sale of stock
and who is not otherwise a participant;



(2)  Any person or organization retained or employed
by a participant to solicit stockholders or any person who merely transmits proxy
soliciting material or performs ministerial or clerical duties;



(3)  Any person employed in the capacity of attorney,
accountant, or advertising, public relations, or financial advisor, and whose
activities are limited to the performance of the person's duties in the course
of the employment of the insurer or any of its subsidiaries or affiliates who
is not otherwise a participant;



(4)  Any person regularly employed as an officer or
employee of the insurer or any of its subsidiaries or affiliates who is not
otherwise a participant; or



(5)  Any officer, director, or person regularly
employed by any other participant, if the officer, director, or employee is not
otherwise a participant.



"Solicit" or "solicitation"
includes:



(1)  Any request for a proxy, whether or not
accompanied by or included in a form of proxy;



(2)  Any request to execute or not to execute, or to
revoke a proxy; or



(3)  The furnishing of a proxy or other communication
to stockholders under circumstances reasonably calculated to result in the
procurement, withholding, or revocation of a proxy.



"Solicit" or "solicitation"
does not include:



(1)  Any solicitation by a person in respect to stock
of which the person is the beneficial owner;



(2)  Action by a broker or other person in respect to
stock carried in the person's name;



(3)  Action in the name of the nominee in forwarding
to the beneficial owner of the stock soliciting material received from the
company;



(4)  Impartially instructing the beneficial owner to
forward a proxy to the person, if any, to whom the beneficial owner desires to
give a proxy;



(5)  Impartially requesting instructions from the
beneficial owner with respect to the authority to be conferred by the proxy and
stating that a proxy will be given if the instructions are received by a
certain date; or



(6)  The furnishing of a form of proxy to a
stockholder upon the unsolicited request of the stockholder, or the performance
by any person of ministerial acts on behalf of a person soliciting a proxy. [L
2000, c 24, pt of §2]