Ins 6.40(10)(10) Prohibition of certain solicitations. No person making a solicitation which is subject to this rule shall solicit any undated or postdated proxy or any proxy which provides that it shall be deemed to be dated as of any date subsequent to the date on which it is signed by the stockholder.

Ins 6.40(11)(a)(a) Applicability. Subsection (11) shall apply to any solicitation subject to this rule by any person or group for the purpose of opposing a solicitation subject to this rule by any other person or group with respect to the election or removal of directors at any annual or special meeting of stockholders.

Ins 6.40(11)(b)1.1. For purposes of sub. (11) the terms “participant” and “participant in a solicitation”include:

Ins 6.40(11)(b)1.c.c. Any other person, acting alone or with one or more other persons, committees or groups, in organizing, directing or financing the solicitation.

Ins 6.40(11)(b)2.2. For the purposes of sub. (11) the terms “participant” and “participant in a solicitation” do not include:

Ins 6.40(11)(b)2.a.a. 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;

Ins 6.40(11)(b)2.b.b. Any person or organization retrained or employed by a participant to solicit stockholders or any person who merely transmits proxy soliciting material or performs ministerial or clerical duties;

Ins 6.40(11)(b)2.c.c. Any person employed in the capacity of attorney, accountant, or advertising, public relations or financial adviser, and whose activities are limited to the performance of his or her duties in the course of such employment;

Ins 6.40(11)(b)3.3. 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

Ins 6.40(11)(b)3.e.e. Any officer or director of, or any person regularly employed by any other participant, if such officer, director or employee is not otherwise a participant.

Ins 6.40(11)(c)1.1. No solicitation subject to sub. (11) shall be made by any person other than the management of an insurer unless at least 5 business days prior thereto, or such shorter period as the commissioner may authorize upon a showing of good cause therefor, there has been filed, with the commissioner by or on behalf of each participant in such solicitation, a statement in duplicate containing the information specified by sub. (13) and a copy of any material proposed to be distributed to stockholders in furtherance of such solicitation. Where preliminary copies of any materials are filed, distribution to stockholders should be deferred until the commissioner’s comments have been received and complied with.

Ins 6.40(11)(c)2.2. Within 5 business days after a solicitation subject to sub. (11) is made by the management of an insurer, or such longer period as the commissioner may authorize upon a showing of good cause therefor, there shall be filed with the commissioner by or on behalf of each participant in such solicitation, other than the insurer, and by or on behalf of each management nominee for director, a statement in duplicate containing the information specified by sub. (13).

Ins 6.40(11)(c)3.3. If any solicitation on behalf of management or any other person has been made, or if proxy material is ready for distribution, prior to a solicitation subject to sub. (11) in opposition thereto, a statement in duplicate containing the information specified in sub. (13) shall be filed with the commissioner, by or on behalf of each participant in such prior solicitation, other than the insurer, as soon as reasonably practicable after the commencement of the solicitation in opposition thereto.

Ins 6.40(11)(c)4.4. If, subsequent to the filing of the statements required by subds. 1., 2., and 3., additional persons become participants in a solicitation subject to this rule, there shall be filed with the commissioner, by or on behalf of each such person, a statement in duplicate containing the information specified by sub. (13) within 3 business days after such person becomes a participant, or such longer period as the commissioner may authorize upon a showing of good cause therefor.

Ins 6.40(11)(c)5.5. If any material change occurs in the facts reported in any statement filed by or on behalf of any participant, an appropriate amendment to such statement shall be filed promptly with the commissioner.

Ins 6.40(11)(c)6.6. Each statement and amendment thereto filed pursuant to par. (c) shall be part of the public files of the commissioner.

Ins 6.40(11)(d)(d) Solicitations prior to furnishing required written proxy statement. Notwithstanding the provisions of sub. (5) (a), a solicitation subject to sub. (11) may be made prior to furnishing stockholders a written proxy statement containing the information specified in sub. (12) with respect to such solicitation, provided that:

Ins 6.40(11)(d)1.1. The statements required by par. (c) are filed by or on behalf of each participant in such solicitation.

Ins 6.40(11)(d)2.2. No form of proxy is furnished to stockholders prior to the time the written proxy statement required by sub. (5) (a) is furnished to such persons; provided, however, that subd. 2. shall not apply where a proxy statement then meeting the requirements of sub. (12) has been furnished to stockholders.

Ins 6.40(11)(d)3.3. At least the information specified in par. (c) 2. and 3. of the statements required by par. (c) to be filed by each participant, or an appropriate summary thereof, are included in each communication sent or given to stockholders in connection with the solicitation.

Ins 6.40(11)(d)4.4. A written proxy statement containing the information specified in sub. (12) with respect to a solicitation is sent or given stockholders at the earliest practicable date.

Ins 6.40(11)(e)(e) Solicitations prior to furnishing required written proxy statement — filing requirements. Two copies of any soliciting material proposed to be sent or given to stockholders prior to the furnishing of the written proxy statement required by sub. (5) (a) shall be filed with the commissioner in preliminary form at least 5 business days prior to the date definitive copies of such material are first sent or given to such persons, or shorter period as the commissioner may authorize upon a showing of good cause therefor.

Ins 6.40(11)(f)(f) Application of sub. (11) to report. Notwithstanding the provisions of sub. (5) (b) and (c), 2 copies of any portion of the report referred to in sub. (5) (b) which comments upon or refers to any solicitation subject to sub. (11) or to any participant in any such solicitation, other than the solicitation by the management, shall be filed with the commissioner as proxy material subject to this regulation. Such portion of the report shall be filed with the commissioner in preliminary form at least 5 business days prior to the date copies of the report are first sent or given to stockholders.