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VETOES

2.  "INSURER" INCLUDES ANY COMPANY OR
GROUP OF COMPANIES UNDER COMMON MANAGEMENT, OWNERSHIP OR CONTROL.

3.  "MARKET" MEANS THE RELEVANT PRODUCT
AND GEOGRAPHICAL MARKETS.

(IV) IN THE ABSENCE OF SUFFICIENT INFORMATION
TO THE CONTRARY, THE RELEVANT PRODUCT MARKET IS ASSUMED TO BE THE
DIRECT WRITTEN INSURANCE PREMIUM FOR A LINE OF BUSINESS WHICH
SUCH LINE BEING THAT USED IN THE ANNUAL STATEMENT REQUIRED TO BE
FILED BY INSURERS DOING BUSINESS IN THIS STATE AND THE RELEVANT
GEOGRAPHICAL MARKET IS ASSUMED TO BE THIS STATE. IN DETERMINING
THE RELEVANT PRODUCT AND GEOGRAPHICAL MARKETS, THE COMMISSIONER
SHALL CONSIDER, AMONG OTHER THINGS:

1.  THE DEFINITIONS OR GUIDELINES, IF ANY,
PROMULGATED BY THE NATIONAL ASSOCIATION OF INSURANCE
COMMISSIONERS; AND

2.  INFORMATION, IF ANY, SUBMITTED BY
PARTIES TO THE ACQUISITION.

(3) AN ORDER MAY NOT BE ENTERED UNDER SUBSECTION
(E)(1) OF THIS SECTION IF:

(I)  THE ACQUISITION WILL YIELD SUBSTANTIAL
ECONOMIES OF SCALE OR ECONOMIES IN RESOURCE UTILIZATION THAT
CANNOT BE FEASIBLY ACHIEVED IN ANY OTHER WAY, AND THE PUBLIC
BENEFITS WHICH WOULD ARISE FROM SUCH ECONOMIES EXCEED THE PUBLIC
BENEFITS WHICH WOULD ARISE FROM NOT LESSENING COMPETITION; OR

(II)  THE ACQUISITION WILL SUBSTANTIALLY
INCREASE THE AVAILABILITY OF INSURANCE, AND THE PUBLIC BENEFITS
OF SUCH INCREASE EXCEED THE PUBLIC BENEFITS WHICH WOULD ARISE
FROM NOT LESSENING COMPETITION.

(E) (1) IF AN ACQUISITION VIOLATES THE STANDARDS OF THIS
SECTION, THE COMMISSIONER MAY ENTER AN ORDER:

(I)  REQUIRING AN INVOLVED INSURER TO CEASE AND
DESIST FROM DOING BUSINESS IN THIS STATE WITH RESPECT TO THE LINE
OR LINES OF INSURANCE INVOLVED IN THE VIOLATION, OR

(II)  DENYING THE APPLICATION OF AN ACQUIRED OR
ACQUIRING INSURER FOR A LICENSE TO DO BUSINESS IN THIS STATE.

(2) (I) AN ORDER MAY NOT BE ENTERED UNDER THIS
SUBSECTION UNLESS:

1.  THERE IS A HEARING;

2.  NOTICE OF THE HEARING IS ISSUED PRIOR
TO THE END OF THE WAITING PERIOD AND NOT LESS THAN 15 DAYS PRIOR
TO THE HEARING; AND