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

"Participant" or "participant ina solicitation" includes:

(1)  The insurer;

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

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

"Participant" or "participant ina solicitation" does not include:

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

(2)  Any person or organization retained or employedby a participant to solicit stockholders or any person who merely transmits proxysoliciting 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 whoseactivities are limited to the performance of the person's duties in the courseof the employment of the insurer or any of its subsidiaries or affiliates whois not otherwise a participant;

(4)  Any person regularly employed as an officer oremployee of the insurer or any of its subsidiaries or affiliates who is nototherwise a participant; or

(5)  Any officer, director, or person regularlyemployed by any other participant, if the officer, director, or employee is nototherwise a participant.

"Solicit" or "solicitation"includes:

(1)  Any request for a proxy, whether or notaccompanied by or included in a form of proxy;

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

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

"Solicit" or "solicitation"does not include:

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

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

(3)  Action in the name of the nominee in forwardingto the beneficial owner of the stock soliciting material received from thecompany;

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

(5)  Impartially requesting instructions from thebeneficial owner with respect to the authority to be conferred by the proxy andstating that a proxy will be given if the instructions are received by acertain date; or

(6)  The furnishing of a form of proxy to astockholder upon the unsolicited request of the stockholder, or the performanceby any person of ministerial acts on behalf of a person soliciting a proxy. [L2000, c 24, pt of §2]