HARRY HUGHES, Governor

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lessen competition in insurance in this State or tend to create a
monopoly therein; [or]

(iii) The financial condition of an acquiring
person is such as might jeopardize the financial stability of the
insurer, or prejudice the interests of its policyholders, or, in
the case of an acquisition of control, the interests of any
remaining stockholders who are unaffiliated with the acquiring
person; [or]

(iv) The plans or proposals which the acquiring
person has to liquidate the insurer, to sell its assets or to
merge it with any person or to make any other major change in its
business or corporate structure or management, are unfair or
prejudicial to policyholders; [or]

(v) The competence, experience and integrity of
those persons who would control the operations of the insurer
indicate that it would not be in the interest of policyholders,
shareholders, or the public to permit them to do so; [or]

(vi) Any party to an agreement to merge with a
domestic insurer is not itself an insurer; or

(vii) The interests of the policyholders and
stockholders might otherwise be prejudiced, impaired or not
properly protected.

(2) THE APPLICATION OF THE COMPETITIVE STANDARD
PARAGRAPH (1) OF THIS SUBSECTION, SHALL BE SUBJECT TO THE
FOLLOWING CONDITIONS:

(I)  THE INFORMATIONAL REQUIREMENTS UNDER §
494A(C)(1) AND THE STANDARDS SET FORTH IN § 494A(D)(2) SHALL
APPLY;

(II)  THE MERGER OR OTHER ACQUISITION SHALL NOT
BE DISAPPROVED IF THE COMMISSIONER FINDS THAT ANY OF THE
SITUATIONS MEETING THE CRITERIA PROVIDED BY § 494A(D)(3) EXIST;
AND

(III)  THE COMMISSIONER MAY CONDITION THE
APPROVAL OF THE MERGER OR OTHER ACQUISITION ON THE REMOVAL OF THE
BASIS OF DISAPPROVAL WITHIN A SPECIFIED PERIOD OF TIME.

(F) THE COMMISSIONER MAY RETAIN AT THE ACQUIRING PERSON'S
EXPENSE ANY ATTORNEYS, ACTUARIES, ACCOUNTANTS AND OTHER EXPERTS
NOT OTHERWISE A PART OF THE COMMISSIONER'S STAFF AS MAY BE
REASONABLY NECESSARY TO ASSIST THE COMMISSIONER IN REVIEWING THE
PROPOSED ACQUISITION OF CONTROL.

[(f)] (G) The provisions of this section shall not apply to
any offer for or request or invitation for tenders of any voting
securities, or any agreement to exchange securities for or
otherwise acquire control, if and to the extent that the