By Thompson                                           H.B. No. 2711
                                A BILL TO BE ENTITLED
 1-1                                   AN ACT
 1-2     relating to restrictions on the deposit and investment of funds of
 1-3     a domestic insurance company.
 1-4           BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
 1-5           SECTION 1.  Article 21.39-B, Insurance Code, is amended to
 1-6     read as follows:
 1-7           Art. 21.39-B.  RESTRICTION ON TRANSACTIONS WITH FUNDS AND
 1-8     ASSETS
 1-9           Sec. 1.  Any director, member of a committee, or officer, or
1-10     any clerk of a domestic company, who is charged with the duty of
1-11     handling or investing its funds, shall not:
1-12                 (1)  [deposit or] invest such funds, except in the
1-13     corporate name of such company, provided, however, that securities
1-14     kept under a custodial agreement or trust agreement with a bank,
1-15     federal home loan bank, or trust company may be issued in the name
1-16     of a nominee of such bank, federal home loan bank, or trust company
1-17     if such bank, federal home loan bank, or trust company has
1-18     corporate trust powers and is duly authorized to act as a custodian
1-19     or trustee and is organized under the laws of the United States of
1-20     America or any state thereof and either (i) is a member of the
1-21     Federal Reserve System, (ii) is a member of or is eligible to
1-22     receive deposits which are insured by the Federal Deposit Insurance
1-23     Corporation, (iii) maintains an account with a Federal Reserve Bank
1-24     and is subject to supervision and examination by the Board of
 2-1     Governors of the Federal Reserve System, or (iv) is subject to
 2-2     supervision and examination by the Federal Housing Finance Board;
 2-3                 (2)  deposit such funds except in the corporate name of
 2-4     such company, or in a pooling account with one or more affiliates,
 2-5     or in accordance with a reinsurance agreement;
 2-6                 (3) [(2)]  borrow the funds of such company;
 2-7                 (4) [(3)]  be interested in any way in any loan,
 2-8     pledge, security, or property of such company, except as
 2-9     stockholder; or
2-10                 (5) [(4)]  take or receive to his own use any fee,
2-11     brokerage, commission, gift, or other consideration for, or on
2-12     account of, a loan made by or on behalf of such company.
2-13           Sec. 2.  If funds of a domestic company are deposited in a
2-14     pooling account, only the domestic company and its affiliate, as
2-15     defined in Article 21.49-1 of this code, may hold funds in a
2-16     pooling account.  The accounting and operational records and books
2-17     of the companies must be adequately detailed to identify specific
2-18     insurance policies and policyholders with premium funds received by
2-19     the particular company issuing the insurance.  A reinsurance
2-20     agreement between the domestic company and one or more affiliates
2-21     must specifically authorize the deposit of premium funds to the
2-22     account of the affiliate which is assuming the reinsurance.
2-23           Sec. 3 [Sec. 2].  The State Board of Insurance may promulgate
2-24     such regulations as may be deemed necessary to carry out the
2-25     provisions of this article.
2-26           Sec. 4 [Sec. 3].  The provisions of this article are
2-27     applicable to all domestic insurance companies subject to
 3-1     regulation by the Insurance Code, as amended, and any provision of
 3-2     exemption or any provision of inapplicability or applicability
 3-3     limiting such regulation in any chapter of the code are not in
 3-4     limitation of the provisions of this article, and in the event of
 3-5     conflict between this article and any other article of the code or
 3-6     in the event of any ambiguity, the provisions of this article shall
 3-7     govern.  As used herein, the term "insurance companies" includes
 3-8     stock companies, reciprocals or inter-insurance exchanges, Lloyds
 3-9     associations, fraternal benefit societies, stipulated premium
3-10     companies, and mutual companies of all kinds, including state-wide
3-11     mutual assessment corporations, local mutual aids, burial
3-12     associations, and county mutual insurance companies and farm mutual
3-13     insurance companies and all other organizations, corporations, or
3-14     persons transacting an insurance business, unless such insurance
3-15     companies are by statute specifically, by naming this article,
3-16     exempted from the operation of this article.
3-17           Sec. 5 [Sec. 4].  (a)  A domestic insurance company may
3-18     evidence its ownership of securities either through definitive
3-19     certificates or through uncertificated securities as defined by the
3-20     Business & Commerce Code and as provided by Section 6 of this
3-21     article.  The insurance company may deposit or arrange through its
3-22     agents, brokers, or dealers for the deposit of securities held in
3-23     or purchased for its general account or its separate accounts in
3-24     either a clearing corporation or the Federal Reserve Book Entry
3-25     System.  When securities are deposited with a clearing corporation
3-26     directly or deposited indirectly through a participating custodian
3-27     bank, certificates representing securities of the same class of the
 4-1     same issuer may be merged and held in bulk in the name of nominee
 4-2     of such clearing corporation with any other securities deposited
 4-3     with such clearing corporation by any person, regardless of the
 4-4     ownership of such securities, and certificates representing
 4-5     securities of small denominations may be merged into one or more
 4-6     certificates of larger denominations.  The records of any agent,
 4-7     broker, dealer, or member banks through which an insurance company
 4-8     holds securities in the Federal Reserve Book Entry System and the
 4-9     record of any custodian banks through which an insurance company
4-10     holds securities in a clearing corporation shall at all times show
4-11     that such securities are held for such insurance company and for
4-12     which accounts thereof.  To be eligible to act as a participating
4-13     custodian bank under this subsection, a bank must enter a custodial
4-14     agreement with the insurance company for which it is to act as a
4-15     participating custodian bank.
4-16           (b)  As used in this article, a clearing corporation is:
4-17                 (1)  a corporation defined in Section 8.102(c) of the
4-18     Business & Commerce Code; or
4-19                 (2)  a clearance system that:
4-20                       (A)  is organized or operating under the law of
4-21     one or more foreign countries;
4-22                       (B)  provides for the book entry settlement and
4-23     custody of internationally traded securities; and
4-24                       (C)  has been organized and in operation for a
4-25     period of not less than 15 consecutive years.
4-26           (c)  Whenever an insurance company is required to deposit
4-27     securities as a condition of commencing or continuing to do an
 5-1     insurance business in this state, such deposit may be made through
 5-2     the use of a clearing corporation or the Federal Reserve Book Entry
 5-3     System.  Securities deposited with a clearing corporation or held
 5-4     in the Federal Reserve Book Entry System and used to meet the
 5-5     deposit requirements under the insurance laws of this state shall
 5-6     be under the control of the commissioner and shall not be withdrawn
 5-7     by the insurance company without the approval of the commissioner.
 5-8     Any insurance company making a deposit in this manner shall provide
 5-9     to the commissioner evidence issued by its custodian or member bank
5-10     through which such insurance company has deposited securities with
5-11     a clearing corporation or in the Federal Reserve Book Entry System
5-12     or when making the deposit directly with the clearing corporation
5-13     as a participant, respectively, in order to establish that the
5-14     securities are actually recorded in an account in the name of the
5-15     custodian or direct participant or member bank, and shall also
5-16     provide to the commissioner evidence that the records of the
5-17     custodian, participant, or member bank and clearing corporation
5-18     reflect that such securities are held subject to the order of the
5-19     commissioner.
5-20           (d)  The State Board of Insurance by rule may prescribe a
5-21     reasonable maximum limit on the percentage of a domestic insurance
5-22     company's assets that may be deposited in a clearing corporation as
5-23     defined by Subsection (b)(2) of this section, but the maximum limit
5-24     may not exceed five percent of a company's total assets as
5-25     reflected by its annual statement filed with the State Board of
5-26     Insurance for the year preceding the year for which the limit is
5-27     prescribed.
 6-1           (e)  A domestic insurance company may deposit assets in a
 6-2     clearing corporation defined by Subsection (b)(2) of this section
 6-3     only if the insurance company:
 6-4                 (1)  is a member of an insurance company holding
 6-5     company system with total assets of at least $5 billion as
 6-6     reflected by annual statements of member companies for the
 6-7     preceding year;
 6-8                 (2)  uses that clearing corporation only as a
 6-9     depository for investments in internationally traded securities;
6-10                 (3)  has a total investment in those internationally
6-11     traded securities that does not exceed the company's policyholders'
6-12     surplus; and
6-13                 (4)  does not use those securities deposited with that
6-14     clearing corporation as security for reinsurance.
6-15           Sec. 6.  The State Board of Insurance shall adopt rules
6-16     authorizing a domestic insurance company to demonstrate ownership
6-17     of an uncertificated security consistent with common practices of
6-18     securities exchanges and markets.  The rules shall establish:
6-19                 (1)  standards for the types of uncertificated
6-20     securities that may be held;
6-21                 (2)  the manner in which ownership of the security may
6-22     be demonstrated; and
6-23                 (3)  adequate financial safeguards relating to the
6-24     ownership of uncertificated securities.
6-25           SECTION 2.  This Act takes effect September 1, 1999.
6-26           SECTION 3.  The importance of this legislation and the
6-27     crowded condition of the calendars in both houses create an
 7-1     emergency and an imperative public necessity that the
 7-2     constitutional rule requiring bills to be read on three several
 7-3     days in each house be suspended, and this rule is hereby suspended.