2009 ANNUAL CONFERENCE SCHEDULE CAESARS HOTEL _ CASINO_ LAS VEGAS

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					                2009 ANNUAL CONFERENCE SCHEDULE
                CAESARS HOTEL & CASINO, LAS VEGAS

                            Sunday October 4, 2009

3:00 pm    Registration

7:30 pm    Group Performance – Cher at Caesars Coliseum


                   Monday October 5, 2009 (Morning Session)


8:00 am     Group Breakfast and Registration

9:00 am     Opening Session
              Welcome & Opening Remarks by Ted Hall, Conference Chair
              Constance Akridge, Proxy for the NCIA Chair

            Keynote Speaker – Nevada Commissioner Scott Kipper
               Introduction of Nevada Division of Insurance Staff Members
               Keynote Address – Nevada’s Future in the National and
                        International Insurance Marketplace

10:00 am   Break

10:30 am   Regulatory Roundtable
               Moderator:
                 Constance Akridge – Partner, Jones Vargas
               Panelists:
                 Scott Kipper, Commissioner, Nevada Division of Insurance
                 Michael Lynch, Nevada Division of Insurance, Deputy
                         Commissioner of Captive Programs
                 Brett Barratt, Nevada Division of Insurance, Insurance Counsel
                         and Hearing Officer
                 James (Bob) Burch, Insurance Examiner


Noon       Sponsor Appreciation Lunch
                 Sponsor Acknowledgments and Presentations, by Constance
                        Akridge, Proxy for the NCIA Chair
                 Presentation of the Person of the Year Award by Alice Molasky-
                        Arman, former Nevada Commissioner of Insurance
                2009 ANNUAL CONFERENCE SCHEDULE
                CAESARS HOTEL & CASINO, LAS VEGAS
                 Acknowledgements and Special Presentations by Ted Hall, NCIA
                       Conference Chair
                Monday October 5, 2009 (Afternoon Session)

1:00 pm    Domestic Strategies for Offshore Captives
               Speakers:
                   P. Bruce Wright, Partner, Dewey & LeBoeuf, New York
                   Thomas Jones, Partner, McDermott Will & Emery , Chicago
2:30 pm    Break

3:00 pm    Federal Legislation Update
                Speaker:
                   Cliff Roberti, Director for Government Relations for the Self-
                         Insurance Institute of America

4:30 pm    Adjournment

6:00 pm    Conference Reception at the Jupiter Pool


                   Tuesday October 6, 2009 (Morning Session)


8:00 am    Group Breakfast

9:00 am    Captives as Wealth Transfer Vehicles
                Speakers:
                   Jeffery Matsen, Partner, Bohm, Matsen, Kegel & Aguilera, LLP,
                   David Liptz, Partner, Liptz & Associates

10:15 am   Break

10:30 am   Hot Topics for Captives and RRGs
                Moderator:
                   Dennis Harwick, President, Captive Insurance Companies
                          Association
                Panelists:
                   Constance Akridge, Partner, Jones Vargas
                   Ann Marie Unger, Vice President, Willis Captive Practice
                   Saad Hafiz, Royal Bank of Canada

11:45 am   Adjournment
2009 ANNUAL CONFERENCE SCHEDULE
CAESARS HOTEL & CASINO, LAS VEGAS
               CONFERENCE SPONSORS


                 Best Practice Symposium

Lippa Insurance Services, Inc.
Dave "Lucky" Lippa
30100 Town Center #0212
Laguna Niguel, CA 92677
Tel:      (949) 376-6311
E-mail:   lippa@earthlink.net
Website: www.lippainsurance.com



                   Welcome Reception

Lippa Insurance Services, Inc.
Dave "Lucky" Lippa
30100 Town Center #0212
Laguna Niguel, CA 92677
Tel:      (949) 376-6311
E-mail:   lippa@earthlink.net
Website: www.lippainsurance.com
                CONFERENCE SPONSORS

                    Table Top Sponsors

Jones Vargas
James L. Wadhams
Constance L. Akridge
3773 Howard Hughes Parkway
3rd Floor South
Las Vegas, NV 89169
Tel:       (702) 862-3300
E-mail:    jwadhams@jonesvargas.com
E-mail:    cakridge@jonesvargas.com
Website: www.jonesvargas.com


Marsh Management Services
Lee Filener
Ellen Charnley
7251 W. Lake Mead Boulevard, Suite 401
Las Vegas, NV 89128
Tel:       (702) 804-7462
Victoria Hall, 11 Victoria Street
Hamilton HM11, Bermuda
Tel:       (441) 299-8824
E-mail:    lee.filener@marsh.com
E-mail:    ellen.charnley@marsh.com
Website: www.marsh.com


Corbett-Mason Group at Morgan Stanley Smith Barney, LLC
Robert Mason
Patrick Corbett
28 State Street
Boston, MA 02818
Tel:        (617) 570-9489
E-mail:     robert.f.mason@smithbarney.com
E-mail:     Patrick.corbett@smithbarney.com
Website: http://fa.smithbarney.com/corbett_mason_group/
                 CONFERENCE SPONSORS

                      Table Top Sponsors


Perr & Knight
Tim Perr
Dean Ferdico
881 Alma Real Drive, Suite 205
Pacific Palisades, CA 90272
Tel: (310) 230-9339
3 Second Street, Plaza 10, Sutie 802
Jersey City, NJ 08311
Tel:        (201) 963-1550
E-mail:     tperr@perrknight.com
E-mail:     dferdico@perrknight.com
Website: www.perrknight.com


Royal Bank of Canada Wealth Management
Ben Hamilton
Kerry Withrow
Saad Hafiz
3883 Howard Hughes Parkway, Suite 150
Las Vegas, NV 89169
Tel:       (702) 893-8751
24 Shedden Road, P.O. Box 1586
Grand Cayman, USA
Tel:       (345) 814-4800
E-mail:    m.ben.hamilton@rbc.com
E-mail:    Kerry.withrow@rbc.com
E-mail:    saad.hafiz@rbc.com
Website: http://rbcfc.com
                CONFERENCE SPONSORS

                     Table Top Sponsors


Saslow, Lufkin & Buggy, LLP
Eric Piurkowski
David Roberts
10 Tower Lane
Avon, CT 06001
Tel:       (860) 470-2108
E-mail:    epiurkowski@slbcpa.com
E-mail:    droberts@slbcpa.com
Website: www.slbcpa.com


Wilmington Trust Company
Mindy Riddle
Mary Alice Avery
3993 Howard Hughes Parkway, Suite 250
Las Vegas, NV 89169
Tel:      (702) 866-2203
E-mail:   mriddle@wilmingtontrust.com
E-mail:   mavery@ wilmingtontrust.com
Website: www.wilmingtontrust.com



York Insurance Services Group
Jill McEntire
Ron Pease
301 S. Twin Oaks Valley Road, #107-301
San Marcos, CA 92078
Tel:       (760) 752-8395
9085 W. Post Road, Suite 100
Las Vegas, NV 89148
Tel:       (702) 370-2196
E-mail:    jill.mcentire@york-claims.com
E-mail:    rpease@pacmedinc.com
                                     Speaker Biographies

     Constance L. Akridge is a partner in the law firm of Jones Vargas in Las Vegas, Nevada.
For the past twenty years she has practiced in the area of insurance regulation. She regularly acts
as statutory counsel to and advises captive insurers and risk retention groups formed in or
redomesticated to Nevada. Ms. Akridge is a member of the Board of Directors of the Nevada
Captive Insurance Association. She is a member of the State Bar of Nevada, the Florida Bar, the
American Bar Association (Public Regulation of Insurance, Torts and Insurance Practice and
Health Law Sections) and the American Health Lawyers Association. She earned a BA from
Missouri State University and an MBA and JD from University of Arkansas, Fayetteville.

    Brett J. Barratt is Insurance Counsel and Hearing Officer for the Nevada Division of
Insurance. Mr. Barratt is involved with virtually all aspects of state insurance regulation and is
directly involved with the legislative process. He graduated from Westminster College (1999)
and earned his Juris Doctorate degree, cum laude, from Michigan State University College of
Law (2003). While in law school Mr. Barratt was a member of the Jessup Moot Court Team and
a Note and Comment Editor for the Michigan State University College of Law’s Journal of
International Law. Additionally, Mr. Barratt clerked for the Canadian National Senate’s
Parliamentary Counsel and for the Honorable Judge Richard F. Suhrheinrich of the Sixth Circuit.
Mr. Barratt became a member of the Nevada Bar in 2003. Upon bar passage Mr. Barratt
practiced bankruptcy law, creditor’s rights, reorganization and civil litigation with the firm Shea
& Carlyon, Ltd., in Las Vegas, Nevada.

     James R. Burch, CPA, CFE is a former Chief Insurance Examiner for the Nevada Division
of Insurance where his responsibilities included being In charge of all examinations and financial
analysis of all licensed insurance company. While he was at the Division, he helped obtained the
state’s first National Association of Insurance Commissioners accreditation. He also assisted with
captive insurance company formation and meetings with individuals wishing to form captives in
Nevada. From 2005 through 2998 he held the same position with the South Carolina Department
of Insurance. He was responsible for the examination of all captive insurance companies licensed
in South Carolina. He established examination procedures for the review of non risk retention
group companies, represented the South Carolina Department of Insurance at quarterly meetings
of the National Association of Insurance Commissioners, participated in meetings with
companies interested in forming captive insurance companies in South Carolina. Responsible for
the supervision of troubled captive insurance companies whose responsibility included the
oversight on a daily basis of the company operations, approval of disbursements and
approval/disapproval of taking on additional risks. Additional responsibilities performed for the
trouble captive companies, included the signatory over bank accounts maintaining balances
exceeding $7 million and the writing of checks to cover the expenses of a receivership over a
captive insurance company.

     Saad Hafiz has over 30 years experience in international banking with major international
banks in the United States, Europe, Middle East/Asia and the Caribbean. Saad obtained a BA
(Political Economy) and MBA (Finance) from California State University, Los Angeles and
Dominguez Hills. Saad headed the captive insurance investment and banking business for Bank
of America in Cayman from 1994 (prior to its acquisition by UBS Cayman in 1999 and
subsequently RBC Cayman in 2002). At RBC, Saad is presently responsible for the captive
insurance investment and banking business in Cayman, Bermuda and the U.S. onshore captive
strategy, which includes delivery of banking, credit, investment management, custody and
reinsurance trust services to over 300 captive insurance companies.
                                     Speaker Biographies

    Ted O. Hall is President of CHSI Captive & Insurance Managers LLC in Las Vegas, NV.
His prior experience includes eleven years with the international accounting firm of Ernst &
Young, where he was the Tax Partner on various insurance company accounts and a member of
the firm's National Insurance Industry Specialization Group. More recently he has provided
Board member, senior executive, independent captive management, professional, and litigation
support services to insurance and captive insurance companies. He is a Member of the Board of
the Nevada Captive Insurance Association and Chairman of the Conference Committee. He is
also on the Board of the Insurance Education Association and on the Conference Committee of
the Self Insurance Institute of America. He is a published author, public speaker and contributor
to a number of insurance related journals and publications. Mr. Hall holds JD and MBA degrees
and is a Certified Public Accountant.
    Dennis Harwick is the President of the Captive Insurance Companies Association (CICA),
the domicile neutral trade association representing the captive insurance industry throughout the
world. Dennis is a familiar face at captive industry gatherings and serves as a spokesman for the
captive insurance industry. He has served as President of CICA since 2005 and has a long career
in association administration. He is a lawyer by training and lives in St. Petersburg, Florida.

     Thomas M. Jones is a partner in the law firm of McDermott Will & Emery LLP, resident in
its Chicago office. He is a member of the Firm’s Tax Department. Tom’s practice focuses on
federal and state tax, insurance regulatory and legal matters concerning “captive” insurance and
other alternatives to commercial insurance. He works with multinational corporations, private
business, taxable and exempt health care providers, trade associations, joint ventures and
enterprises of all sizes. Tom is a member of the bar of the State of Illinois, the American Bar
Association and the International Fiscal Association. He is a frequent guest speaker at
international seminars and conferences, making numerous offshore and onshore presentations on
“captive” insurance and related topics.

     Scott Kipper was appointed Nevada Commissioner of Insurance on December 29, 2008. He
previously served as the Oregon Insurance Administrator from December 2007 until his
appointment. Prior to going to Oregon, Mr. Kipper served as the Deputy Commissioner in charge
of the Office of Health Insurance for the Louisiana Department of Insurance for over two years,
where he led the development and implementation of emergency rules following Hurricanes
Katrina and Rita. Mr. Kipper worked as the senior regional director for the Health Insurance
Association of America and America’s Health Insurance Plans from January 2001 through
August 2005, where he directed legislative and regulatory efforts in a number of states, including
Oregon, California, Texas, and Colorado. He spent two years on the staff of the National
Association of Insurance Commissioners in Washington, D.C. as a health analyst, working on
senior health insurance issues. Mr. Kipper began his regulatory career at the Wyoming
Department of Insurance.

    David Liptz is the founding partner of Liptz & Associates, CPA’s in Irvine, California. He is
a leading Captive Insurance Specialist with 20 Years of Experience in Captive Insurance Tax and
Audit Services. Mr. Liptz is an Approved Captive Insurance Auditor in 13 Jurisdictions
(including Nevada). His professional services include representations before the Internal
Revenue Service. He is a member of the American Institute of Certified Public Accountants and
theCalifornia Society of Certified Public Accountants.
                                     Speaker Biographies


    Michael Lynch is the Deputy Commissioner, Managing Corporate & Financial, Captive
Program sections for the Nevada Division of insurance. Mike is a native of Reno, Nevada
holding graduate and post graduate degrees from the University of Nevada. From 1994 through
2006 he took the position of Government Affairs/CEO for the Builders Association of Northern
Nevada (the largest Trade Association in NV) where he negotiated and administered Workers’
Compensation & General Liability Programs. He also negotiated the largest private health group
in Nevada with Hometown Health. Prior to accepting the Deputy Commissioner position he
owned his own Real Estate Planning & Development Company (Michael Lynch Communities,
Ltd).

    Jeffery Matsen is the Founder and Partner-In-Charge of Wealth Strategies Counsel , the
Estate Planning and Business Transaction Department of Bohm, Matsen, Kegel & Aguilera, LLP,
of Costa Mesa, California. Areas of emphasis include: International and Domestic Asset
Protection, Estate Planning & Wealth Preservation, Real Estate Acquisitions & Development,
Business Formation & Transactions, Probate, and Trust Administration. He is a Certified
Business Appraiser by the National Society of Appraiser Specialists, a member of the Society of
Trust & Estate Practitioners (“STEP”), a Fellow at the Center of International Legal Studies, a
Professor at Chapman University School of Law & Western State University College of Law, in
Business & Estate Planning, and a visiting faculty member for European law schools. Mr.
Matsen was awarded the highest rating (“AV”) for competency and ethics, as published in the
prestigious international Martindale-Hubbell attorney directory.

     Cliff Roberti serves as the Director for Government Relations for the Self-Insurance Institute
of America (SIIA). Prior to joining SIIA Mr. Roberti served on the staff of the U.S. House of
Representatives Financial Services Committee under Chairman Michael G. Oxley, where he
managed legislation dealing with insurance, international trade, monetary policy and securities
issues. Prior to working on the Committee staff, Mr. Roberti was a financial advisor specializing
in corporate stock benefit programs for UBS Inc. where he helped manage over $1 billion in
assets. He graduated from Pennsylvania State University and completed professional training
that led to his licensing in both securities and insurance.

Ann Marie Unger is Vice President, Willis Captive Practice, Burlington, VT where she is
responsible for a portfolio of captive insurance companies (pure, groups, RRG’s). She is a visible
contact for many Fortune 500 companies and groups offering feasibility, set up, and other captive
program consultations, as well as servicing the many day-to-day needs of captive insurance
companies. Anne Marie joined Willis Management in August of 2009 after spending 10 years in
public accounting with KPMG, LLP, Crowe Horwath and Ernst & Young, LLP. While in public
accounting she focused on the tax structuring of alternative risk financing solutions for Fortune
500 and middle market clients. Anne Marie identified, organized and coordinated the global
captive insurance team for North America, Europe & Asia markets, including team meetings,
education and communication. Anne Marie has expertise in a broad spectrum of captive and
alternative risk transfer mechanisms. In her career she has demonstrated experience in a number
of diverse projects and has worked with alternative risk transfer vehicles in many key onshore
and offshore domiciles. Anne Marie has specialized in alternative risk transfer business and, in
particular, the captive business for the past 7 years. She has consulted with domiciles regarding
legislative issues for captive regulation. Anne Marie has experience in a variety of industries that
have utilized captive vehicles, including: auto dealership/warranty companies, construction,
health care, distribution and professional services.
                                     Speaker Biographies

    P. Bruce Wright is a partner with Dewey & LeBoeuf in New York. Mr. Wright concentrates
in insurance and tax law issues, including representation of property and casualty insurance
companies, formation of single-parent/group captive insurers, counseling of risk retention groups,
and creation of various types of alternative risk financing mechanisms including, among others,
“rent-a-captives” and “cell companies.” He is a frequent speaker at national and international
captive conferences. He is a lead legal authority in the country regarding employee benefit
captives. Bruce is a published author and frequent contributor of articles to professional journals.
Bruce graduated cum laude from Brooklyn Law School. In addition to his considerable legal
credentials; Bruce is also a Chartered Property and Casualty Underwriter.


  .
  Conference Registrant             Company Name                               Address
                                                                406 S. Chestnut
Abbott, Michael Lance     BevCap Captive Group, Ltd.            McKinney, TX 75069
Aganon, Malia             Harrah's Entertainment, Inc.
                                                                3773 Howard Hughes Parkway, 3rd Fl.
Akridge, Constance        Jones Vargas                          Las Vegas, NV 89169
                          Deputy Risk Manager of the State of   201 S. Roop Street, Suite 201
Andrews, Ana              Nevada                                Carson City, NV 89701-4790
                                                                Rodney Sq., N., 1100 N. Market St.,
Avery, Mary Alice         Wilmington Trust                      Wilmington, DE 19810
                                                                1568 Creekside Drive, #106
Axtell, Gene              Folsom Reins Co.                      Folsom, CA 95630
                                                                P.O. Box 80987                    Las
Barnett, James            Nevada Contractors Insurance          Vegas, NV 89180
                                                                788 Fairview Dr., Suite 300
Barratt, Brett            Nevada Division of Insurance          Carson City, NV 89701
                                                                222 Via Marnell Way                Las
Barrett, James            AWA Assurance, Inc.                   Vegas, NV 89119
                                                                105 E. 17th Street               New
Bauman, Steve             Zurich, NA                            York, NY 10003
                                                                10433 Montgomery Pkwy., Loop NE
Baumann, Juli-Kay         Regulatory Consultants, Inc.          Albuquerque, NM 87111
Becker, David             Physicians Indemnity RRG
                          Health Future Insurance Exchange,
Berman, Manny             LLC
                                                               1919 NW Lovejoy Street
Bildstein, Jeff           Western Litigation, Inc.             Portland, OR 97209
                                                               515 E. Burnside Street
Bradbury, Sam             Financial Insurance Factors, Inc.    Portland, OR 97214
                                                               P.O. Box 88586
Bradley, James            Personal Umbrella.Com                Emeryville, CA 94662-0586
                                                               5835 Doyle Street, Suite 115
Bradley, Michael          Tamalpais Assurance Company          Emeryville, CA 94608
Bradley-Alemania,                                              575 S. Saliman
Carin                     Tamalpais Assurance Company          Carson City, NV 89701
                                                               3274B Medlock Bridge Road
Brannon, Mark             Merlinos & Associates, Inc.          Norcross, GA 30092
                                                               233 Cooper Ridge Road
Burch, Robert             Nevada Division of Insurance         Columbia, SC 29212
                                                               86 St. Paul Street
Cantor, Mitch             ICCIE                                Burlington, Vermont     05401
                          Public Agency Risk Management        201 S. Roop Street, Ste. 201
Carlson, Wayne            Services, Inc.                       Carson City, NV 89701-4790
                                                               201 S. Roop Street, Ste. 201
Caterino, Karen           Risk Manager of the State of Nevada Carson City, NV 89701-4790
                                                               7251 W. Lake Mead Blvd, Ste. 401
Charnley, Ellen           Marsh USA, Inc.                      Las Vegas, NV 89128
                          Health Future Insurance Exchange,    777 Murphy road
Chang-Howitz, Chris       LLC                                  Medford, OR 97504
Cheanvechai, MD,                                               9549 Bella Citta Street          Las
Vasana                    PPIC                                 Vegas, NV 89178
                                                               1489 E. Thousand Oaks Blvd., #A
Chergey, Daniel           Dealer Risk Management               Thousand Oaks, CA 91362
                                                               788 Fairview Dr., Suite 300
Chesney, Shane            Nevada Division of Insurance         Carson City, NV 89701
                                                               1655 LaFayette Street
Clapp, Len                Beecher Carlson Insurance            Denver, CO 80218
                                                               2999 N. 44th Street, Suite 550
Cohen, Charles            Low & Cohen, LLC                     Phoenix, AZ 8501
                          Corbett-Mason Group at        Morgan 28 State Street
Corbett, Patrick          Stanley Smith Barney, LLC            Boston, MA 02818
                                                               427 W. 12th Street, Suite 100
Crnkovich, Richard        Premium Financing Specialists        Kansas City, MO 66220
                                                               P.O. Box 1541
Crozier, Michele          Total Captive Solutions              Thomasville, GA 31799


                                                                                            Prepared by: Ellen Viola
                                                                                                         10/8/2009
                                                            P.O. Box 50147
Cutts, Karen           Risk Retention Reporter              Pasadena, CA 91115
                                                            9550 S. Eastern Avenue            Las
Edwards, Trevor        ProAir                               Vegas, NV 89123
                                                            P.O. Box 15127
Ekdom, Julie           Bartlett Actuarial Group, Ltd.       Phoenix, AZ 85060
                                                            500 Northridge Road, Suite 330
Elsass, Sanford        Uni-Ter Underwriting Management      Atlanta, GA 30350
                                                            3 2nd St., Plaza 10, Ste. 802
                                                            Harborside Financial Center
Ferdico, Dean          Perr & Kight                         Jersey City, NJ 07311
                                                            3131 E. Camelback Road, Suite 400
Filener, Lee           Marsh USA, Inc.                      Phoenix, AZ 85016
                                                            7975 N. Hayden Road, Ste. B204
Filipe, Luis           USA Risk Group West, Inc.            Scottsdale, AZ 85258
                                                            330 E. Jefferson Boulevard
Fox, Gary              Crowe Horwath, LLP                   South Bend, IN 46601
                                                            1150 9th Street, Suite 1400
                                                            P.O. Box 3231
Geddes, Joel           Capax Management                     Modesto, CA 95353
                                                            3620 Industrial Road              Las
Gentile, Paula         MGM Mirage Risk Management           Vegas, NV 89109
                                                            39159 Paseo Padre Parkway, Ste. 225
Ghiringhelli, Bill     Dealer Risk Management               Fremont, CA 94538
                                                            6377 Emerald Parkway            Dublin,
Giesler, Marcia        Sedgwick CMS                         OH 43017
                                                            555 E. Washington Avenue, Ste. 3900
Grigoriev, Joanna      Attorney Generals Office             Las Vegas, NV 89101-1068
                                                            700 S. Flower Street, 5th Floor    Los
Grosshans, Alan        BNY Mellon                           Angeles, CA 90017
                       Royal Bank of Canada Wealth          24 Shedden Road, P.O. Box 1586
Hafiz, Saad            Management                           Grand Cayman, USA
                                                            770 Pilot Road, Suite I
Hall, Ted              CHSI Captive Insurance Managers      Las Vegas, NV 89119
                       Royal Bank of Canada Wealth          3883 Howard Hughes Parkway, #150
Hamilton, Ben          Management                           Las Vegas, NV 89169
                                                            2233 Wisconsin Avenue, NW, Ste. 310
Harkavy, Jon           Risk Services, LLC                   Washington, DC 20007
                                                          678 51st Avenue, North
Harwick, Dennis        Captive Insurance Companies Assoc. St. Petersburg, FL 33703
                                                            222 Via Marnell Way              Las
Hersh, Chuck           AWA Assurance, Inc.                  Vegas, NV 89119
                                                            15 School Avenue, Suite 800
Holcomb MD, J. David   Physicians Indemnity RRG             Sarasota, FL 34237
                                                            1635 N. Greenfield Road, Suite 115
Huish, Jeremy          Tribeca Strategic Advisors           Mesa, AZ 85205
                                                            1568 Creekside Drive, Suite 106
Jackson, Clay          Folsom Reinsurance Company           Folsom, CA 95630
                                                            45 Fremont Street
Jacobi, Jill           California Department of Insurance   San Francisco, CA
                                                            P.O. Box 80987                    Las
Johnson, David         Nevada Contractors Insurance         Vegas, NV 89180
                                                            227 W. Monroe Street
Jones, Thomas          McDermott, Will & Emery, LLP         Chicago, IL 60606-5096

Kampf, John            Aggregate Security Insurance Group
                                                            450 E. Las Olas Boulevard, Ste. 1000
Kasper, Tim            Merrill Lynch                        Fort Lauderdale, FL 33301
Kipper, Scott                                               788 Fairview Dr., Suite 300
(Commissioner)         Nevada Division of Insurance         Carson City, NV 89701
                                                            5670 Greenwood Plaza Boulevard
Korenek, Jill          JDS Professional Group               Greenwood Village, CO 80111
Krenzer, Sandi         Orgill Singer & Assocs.
                                                            629 Camino De Los Mares, Suite 206
Lacko, Joseph          J.L. Management Co.                  San Clemente, CA 92673
                                                            9065 South 1300 East
Larson, Dennis         Larson & Rosenberger, LLP            Sandy, UT 84094
                                                            30100 Town Center, #212
Lippa, Lucky           Lippa Insurance Services, Inc.       Laguna Niguel, CA 92677

                                                                                        Prepared by: Ellen Viola
                                                                                                     10/8/2009
Liptz, David           Liptz & Associates, CPAs             17701 Cowan, Irvine, CA 92614
Long, Larry            Nevada Contractors Insurance

Louie, Renea           ProGroup Captive Management Svcs.
                                                            788 Fairview Dr., Suite 300
Lynch, Mike            Nevada Division of Insurance         Carson City, NV 89701
                       Corbett-Mason Group at        Morgan 28 State Street
Mason. Robert          Stanley Smith Barney, LLC            Boston, MA 02818
                                                            695 Town Center Dr., 7th Floor
Matsen, Jeffrey        Bohm, Matsen, Kegel & Aguilera       Costa Mesa, CA 92626
                                                            50 California Street, Ste. 1500
Maxwell, Laura         Pinnacle Actuarial Resources, Inc.   San Francisco, CA 94111
                                                            301 S. Twin Oaks Valley Rd #107-301
McEntire, Jill         York Insurance Services Group        San Marcos, CA 92078
                                                            5430 W. Sahara Avenue
McMullen, Samuel       Nevada Contractors Insurance Co.     Las Vegas, NV 89146
                                                            222 Via Marnell Way               Las
Miller, Geri-Lynn      AWA Assurance, Inc.                  Vegas, NV 89119
                                                            P.O. Box 50102
Miller, Josh           KeyState Captive Management          Henderson, NV 89016
                                                            675 W. Moana Lane
Molasky-Arman, Alice   Western Assurance Company            Reno, NV
                                                            1003 Bishop Street, Pauahi Tower
Palmer, Jason          Willis Management                    Honolulu, HI 96813
                                                            9085 W. Post Road, Suite 100
Pease, Ron             York Insurance Services Group        Las Vegas, NV 89148
                                                            14362 N. Frank Lloyd Wright Blvd.
Perkins, Linda         Lionheart Insurance Group            Scottsdale, AZ 85260
                                                            10 Tower Lane                    Avon,
Piurkowski, Eric       Saslow, Lufkin & Buggy, LLP          CT 06001
                                                            222 N. Sepulveda Boulevard, Ste. 2175
Post, Jeff             Avant Captive Managers               El Segundo, CA 90245
                                                            7161 Crescentville Avenue          Las
Quinn, Tim             Towers Perrin                        Vegas, NV 89131
                                                            2520 St. Rose Parkway, Ste. 211
Rabinovitz, Jeff       The Stewart Law Firm                 Henderson, NV 89074
                                                            P.O. Box 556
Rebaleati, Michael     Nevada Pool/Pact                     Eureka, NV 89316
                                                            3993 Howard Hughes Parkway
Riddle, Mindy          Wilmington Trust                     Las Vegas, NV 89169-6754
                                                            84 State Street, Suite 500
Riggin, Donald         Spring Consulting Group              Boston, MA 02109
                                                            1250 H. Street, NW, Suite 901
Roberti, Cliff         Self-Insurance Institute of America  Washington, DC 20005
                                                            10 Tower Lane                    Avon,
Roberts, David         Saslow, Lufkin & Buggy, LLP          CT 06001
                                                            400 Stewart Avenue                Las
Robinson, Victoria     City of Las Vegas                    Vegas, NV 89101-2986
                                                            10433 Montgomery Parkway Loop NE
Romero, Nestor         Regulatory Consultants, Inc.         Alburquerque, NM 87111
                                                            360 S. Kiely Boulevard, Ste. 255
Root, Dennis           Dealer Risk Management               San Jose, CA 95129
                                                            3320 W. Sahara Avenue, Ste. 380
Saltzman, Matthew      Kolesar & Leatham, Chtd.             Las Vegas, NV 89102
                                                            One East Camelback, Suite 800
Secor, Gayle           Zurich North America                 Phoenix, AZ 85012
                                                            1007 Orange Street, Ste. 1400
Simpson, Jeffrey       The Stewart Law Firm                 Wilmington, DE 19801
                                                            201 S. Roop Street, Suite 102
Smith, Doug            PARMS, Inc.                          Carson City, NV 89701
                                                            409 Alberto Way, Suite 7           Los
Sorci, Tom             Dealer Risk Management               Gatos, CA 95032
                                                            2945 Oak Hill Road
Spann, Linda           Taylor-Walker & Associates, Inc.     Clarksville, TN 37040
                                                            4640 S. Eastern Avenue,          Las
Stefani, Steven        Diamond Insurance Group, LLC         Vegas, NV 89119
                                                            P.O. Box 88586
Stewart, Eric          Tamalpais Assurance Company          Emeryville, CA 94662-0586


                                                                                       Prepared by: Ellen Viola
                                                                                                    10/8/2009
                                                           40 Main Street Suite 200
Unger, Anne Marie     Willis                               Burlington, VT 05401
                                                           1211 N. Westshore Blvd., Suite 309
Vijayanger, R.        Physicians Indemnity                 Tampa, FL 33607
                                                           3773 Howard Hughes Parkway, 3rd Fl.
Viola, Ellen          Jones Vargas                         Las Vegas, NV 89169
                      Pro Group Captive Management         575 S. Saliman Road
Vogel, Robert         Svcs.                                Carson City, NV 89701
                                                           2222 W. Dunlap Avenue, Suite 375
Vouniozos, Helen      Crawford & Company                   Phoenix, AZ 85021
                                                           2817 Reed Road, Suite 2
Wang, Gary            Pinnacle Actuarial Resources, Inc.   Bloomington, IL 61704
                                                           2300 Garden Road          Monterery,
Wetherall, William    Capital Risk Management Ins.Co.      CA 93940
                                                           P.O. Box 80987                 Las
Wheeler Jr., Thomas   Nevada Contractors Insurance         Vegas, NV 89180
                                                           312 Stable View Ter N.E.
Williams, Jennifer    National Risk Retention Assoc.       Leesburg, VA 20176
                                                           1301 Avneue of the Americas
Wright, Bruce         Dewey & LeBoeuf, LLP                 New York, NY 10019




                                                                                     Prepared by: Ellen Viola
                                                                                                  10/8/2009
Hot Topics for
Captives & RRGs

October 6, 2009
Good Morning!



       Introductions




1
Anne Marie Unger, CPA

Vice President at Willis HRH, specializing in captive management and
consulting regarding captive structures and risk retention groups
Focuses on structuring of insurance programs, regulatory, finance,
and tax considerations as well as the management of the programs
Consulted regarding tax compliance and tax planning issues with
captive insurance structures
Worked with captive insurance companies and alternative risk
financing since 2001. Frequent lecturer at national programs including
CICA and state captive associations and state departments of
insurance
Graduate of Western Michigan University (1992) Passed CPA Exam in
1994, licensed in Indiana, Ohio and Illinois.


2
Agenda
    – Update of Captive Growth for 2009

    – Solvency II

    – NAIC Activities

    – Risk Retention Groups

    – Reform at the Federal Level




3
2009 Growth of Captives
 Domiciles
       Western States, Eastern States, New Domiciles
       Off-shore
       Effects of IFRS?
       Effects of turbulent economic times?

 Industries
       Healthcare
       Construction
       Hotels
       Professional Services

 Structures
       Single Parent captive
       Group captives
       RRG’s
       Segregated cell captives



4
Solvency ll overview

“The aim of EU solvency rules is to ensure that insurance
undertakings are financially sound and can withstand adverse
events, in order to protect policyholders and the stability of the
financial system as a whole.”




5
Solvency II overview – 2012 Target
    Solvency 1
    Quantitative – no qualitative element
    Simple calculation based on ratio of premium and reserves


    Solvency 2
    Risk-based quantitative and qualitative elements
    Quantification - SCR
    Capital Required to stay solvent to 1 in 200 year confidence level
     over a one year period
    Calculated by “Standard Calculation” (MS Excel)
    QIS 4 is very close to final calculation


6
Solvency II – Jargon Buster
 CEIOPS:       Committee of European Insurance and Occupational
                Pensions Supervisors (The European Commission’s
                Insurance Advisors)
 DIMA:         Dublin International Insurance and Management Association
 ECIROA:       European Captive Insurance and Reinsurance Owners Association

 ORSA:         Own Risk Self Assessment

 QIS:          Quantitative Impact Study

 GAP           “Where are we? – (S1)” V “Where do we need to be? – (S2)”
    Analysis:
 Standard or   The Financial Capital Model a company will use under Pillar 1
    Internal    to assess and continually review it’s own Risks and Solvency
    Model:      requirements
 C.P.:         Consultation Paper


7
Solvency II = 3 Pillars
                                                       Solvency II


                 Pillar 1                                  Pillar 2                                       Pillar 3

            Quantitative                        Supervisor Review                         Disclosure Requirements
           Requirements
                                                                                          •Disclosures
    •Technical Provisions
                                            •Qualitative Requirements                            •Frequent
    •Solvency Margin Requirements
                                            •Internal Controls & Sound Risk                      •Forward Looking
     (MCR & SCR)
                                            Management                                           •Relevant
    •Investment Rules
                                            •Corporate Governance                         •Aligned with IFRS
    •Capital Rules
                                            •Supervisory Intervention
    •QIS Analysis

      Financial Resource Requirements for      Additional Capital evaluation based on     Requirements to disclose information relating
               Solvency purposes             internal assessment of risks and controls,    to risk and capital levels, designed to help
                                                   subject to supervisory review                exert discipline of market influence
      MCR – Minimum Capital Requirement
      SCR – Solvency Capital Requirement


8
Solvency II - Timetable
          CEIOPS                                          Level 3             Level 4
          Consultation                                    Supervisory         Monitoring of
          Papers                                          Guidance            Compliance
                                                                              and
          Level 2              Detailed rules : Level 2   Standard
                                                                              Enforcement
          Guidance                                        Setting
                               Implementing measures
QIS 4     (Mar – Oct 09)                                  2010 - 2011




                31/12/09                   31/12/10           31/12/11         31/12/12


Framework                   EU              QIS 5                        Solvency II
Principles               Directive                                       goes live
                                         Expected
(Level 1 Process)        Adopted         July 2010                       (1st Nov 2012)
May 09 Completed         (May 09)

9
Towards Solvency II
                                  Data Production & Disclosure         P3
                                           Requests




                                                                                                                Own Risk Solvency Assessment (ORSA)
Risk Strategy                        Governance & Process              P2
                                         Management




                                                                               Standard / Internal Model (P1)
                                         Committee TOR                 P2

ERM                             Documented Policies & Procedures       P2

                     Board        Risk Management Functions &          P2
                                           Controls
                                                                                                                                                      Solvency
Documentation          Of             Compliance Function              P2
                                                                                                                                                          II
                    Directors        Risk Capital & Mitigation         P1

Internal Controls                   Outsourcing, Monitoring,           P2
                                      Measuring, Testing
& Processes
                                    Internal Control Function          P2

                                  Simplification / Proportionality   P2 / P3
Stress Testing
                                         Group Services              P1 / P2

                                         Capital Add On                P2

                                          Internal Audit               P2



10
Understanding Solvency Model Helps Lower Capital Requirement


  Sample client data @ 12/31/2006                     Factor Weight   Actual      Weight   Estimated    PIMCO Low Duration Institutional Fund

  R0    Asset Risk - Subsidiary Insurance Companies                         -                     -     Short-term instruments               39.6%
                                                                                                        US government agencies               26.9%
  R1    Asset Risk - Fixed Income                                         8,218               132,460   Mortgage-backed securities           14.2%
        Cash & cash equivalent                        0.003           2,739,212             2,739,212   Corporate bonds & notes               9.1%
        Class 1 US gov bonds                            -       0%          -         0%          -     Asset-backed securities               8.3%
        Class 1 other bonds                           0.003     0%          -        67%    4,128,495   Other                                 1.9%
        Class 2 total bonds                           0.010     0%          -        34%    2,079,768   Total                               100.0%
        Bond size factor (WA of issuers)                                    -      1.500       49,775
        Asset concentration RBC - fixed income        0.010     0%          -        67%    4,128,495   Even though it's a bond fund,
                                                                                                        NAIC treats all funds as stocks.
  R2    Asset Risk - Equity                                           1,862,479                   -     Equity section carries a higher
        Unaffiliated common stock owned               0.150   100%    6,208,263       0%          -     risk factor.
        Asset concentration RBC - equity              0.150           6,208,263                   -

  R3    Asset Risk - Credit                                              3,285                 3,285    Assumption for the estimated calc

  R4    Underwriting Risk - Reserves                                  1,708,256             1,708,256   Instead of investing in PIMCO, the program
                                                                                                        invests in various bonds at the same % that
  R5    Underwriting Risk - Net Written Premium                        227,592               227,592    makes up PIMCO's total portfolio. So now
                                                                                                        the bonds are treated individually in the
  RBC after covariance =R0+SQRT(R1^2+R2^2+R3^2+R4^2+R5^2)             2,537,487             1,728,437   fixed income section, which carries a lower
  Authorized Control Level RBC                                        1,268,744               864,218   risk factor.

        Total Adjusted Capital                                        1,506,375             1,506,375
                                                                                                     Conclusion from subsequent events
  TAC/RBC                                                                  119%                 174% Less additional capital is needed when the
  Additional capital needed                                           1,031,112              222,062 investment portfolio is diversified.



 11
NAIC activities
 Capital adequacy task force
      Risk based capital calculation
      Permitted practices
      Sensitivity test calculation

 Financial regulation and standards and accreditation
     committee
      Discussion of Multi-State designation for captives (non-RRG’s)
      Risk focused exams January 1, 2010

 Risk Retention Group task force
        Accreditation standards
        Financial standards
        Governance standards
        Reinsurance Guidelines
        Risk focused exams January 1, 2011

12
Risk Retention Groups

Federal Liability Risk Retention Act

 Proposed Amendments
   Commercial property insurance
   Enhanced safety and soundness standards
   Corporate governance standards
   Enhancements to the pre-emption language
   Possible multi-state exams?
   Should there be a NAIC examination tracking system?




13
Risk Retention Groups
Challenges to be addressed:

 Inconsistency with non-domiciliary state regulation


 Not subject to basic standards as other multi-state
     insurers

 Medicare reporting




14
Reform at the Federal
Level
Insurance Regulatory Reform:
 Potential for National Office of Insurance in the
  Treasury Department
   Optional Federal Charter
   Federal oversight/regulation
   Agent Licensing

 Healthcare Reform
      What does it mean for captives?
      Use of healthcare in captive companies, will this
       be the death of captives?

15
  NEVADA CAPTIVE INSURANCE
ASSOCIATION ANNUAL CONVENTION
         CESAR’S PALACE
           Las Vegas, Nevada
             October 6, 2009




CAPTIVES AND WEALTH TRANSFER
          STRATEGIES
             Presented By:

         Jeffrey R. Matsen, J.D.
          David B. Liptz, CPA


                                   1
   Founder and Partner-In-Charge of Wealth Strategies Counsel , the Estate
    Planning and Business Transaction Department of Bohm, Matsen, Kegel &
    Aguilera, LLP, of Costa Mesa, California
   A Southern California “Super Lawyer” (Los Angeles Magazine), with a
    national reputation for emphasizing wealth preservation for his high net
    worth and professional, accomplishment-driven clientele
   Nationally recognized CLE Speaker in the areas of asset protection and
    LLCs
   Areas of emphasis include: International and Domestic Asset Protection,
    Estate Planning & Wealth Preservation, Real Estate Acquisitions &
    Development, Business Formation & Transactions, Probate, and Trust
    Administration
   Certified Business Appraiser by the National Society of Appraiser
    Specialists
   Member, Society of Trust & Estate Practitioners (“STEP”)
   Fellow, Center of International Legal Studies
   Professor, Chapman University School of Law & Western State University
    College of Law, in Business & Estate Planning
   Visiting faculty member, European law schools
   Awarded highest rating (“AV”) for competency and ethics, as published in
    the prestigious international Martindale-Hubbell attorney directory
   Awarded highest rating (“10/10 Superb” )by The Nationally Renowned
    Attorney Rating Service, ‘AVVO’
   Recognized as one of “O.C.’s Top Lawyers” by OC METRO Magazine




                                                                               2
   Founding partner of Liptz & Associates, CPA’s in
    Irvine, California
   Leading Captive Insurance Specialist
   20 Years of Experience in Captive Insurance Tax
    and Audit Services
   An Approved Captive Insurance Auditor in 13
    Jurisdictions (including Nevada)
   Internal Revenue Service Representations
   Member of American Institute of Certified Public
    Accountants
   Member of California Society of Certified Public
    Accountants



                                                       3
          INTRODUCTION


Captives are
normally formed
and controlled by
business owner
to insure or
re-insure the risk
of the subject
business.
                         4
             INTRODUCTION

Reasonable
insurance
premiums paid to
Captives are
deductible by the
affiliated business
entity.


                            5
            INTRODUCTION

Insurance companies
are provided with
special tax
incentives.
Properly structured
premiums may be
non taxable to the
Captive or offset by
deduction for
reserves.                  6
            INTRODUCTION

 Reserves and tax
free surplus may be
invested by the
Captive and
retained in
anticipation of
future losses or to
fund shareholder
distributions.
                           7
               INTRODUCTION

Because the Captive is
part of the structure of
the business owner’s
overall estate plan, if
claims against
Captive’s reserves are
less than those
projected, reserves
grow and Captive
ownership becomes
more valuable.
                              8
              INTRODUCTION

Owners can elect to
retire in Nevada where
there is no state
income tax and
eliminate state taxes
on dividends or long
term capital gain
distribution from
Captive.

                             9
    WEALTH TRANSFER PLANNING
          OPPORTUNITIES

A. Captive already in existence with built up
   value.
   1. Ownership by trust for children and
      grandchildren.

   2. Family Limited Partnerships or LLCs.

   3. Purchase of life insurance outside of estate of
      business owner.

   4. Sale to Defective Grantor Trust
                                                        10
    WEALTH TRANSFER PLANNING
          OPPORTUNITIES

4. Sale to Defective Grantor Trust
  a. Seller retains income tax consequences which in
     turn reduce his estate for estate tax purposes.

  b. Dividend distributions to cover installment
     obligation.

  c. Sale/Transfer removes Captive from business
     owner’s estate.

                                                       11
   WEALTH TRANSFER PLANNING
         OPPORTUNITIES


B. Newly created Captives
  1. Dynasty Trust

  2. Family Limited Partnership or LLC.

  3. Asset Protection Trusts.
     a.     Nevada
     b.     Offshore Asset Protection Trust



                                              12
FAMILY LIMITED PARTNERSHIPS
           OR LLCs


              The Family Limited
              Partnership or LLC is
              typically utilized in estate
              plan as vehicle for making
              leverage or discounted
              gifts to children or other
              family members and loved
              ones.


                                             13
     FAMILY LIMITED PARTNERSHIPS
                OR LLCs

Minority interests in the FLP or LLC are gifted to junior
family members at a substantially discounted value.

The discounted value is for lack of marketability and lack
of control and can be as much as 50%.




                                                             14
     FAMILY LIMITED PARTNERSHIPS
                OR LLCs

The marketability discount involves the limited
marketability of the asset in question and can be applied
to both majority and minority interest.

The minority interest discount is principally based lack of
control.

The marketability discount is taken first and then the
minority discount interest is applied.


                                                              15
     FAMILY LIMITED PARTNERSHIPS
                OR LLCs

The minority interest discount is granted on the fact that
the limited partner interest or LLC member interest lacks
management and voting rights, the right to require the
entity to redeem the limited partner’s interest and
restrictions on the limited partner’s/member’s ability to
transfer ownership rights. The limited partner has little
ability to control the earnings and distributions, executive
compensation, liquidation, future long range planning
goals and day-to-day management of the limited
partnership or LLC.

                                                               16
      SALE TO INTENTIONALLY
     DEFECTIVE GRANTOR TRUST
Taxpayer creates a revocable trust for heirs and
structures it to be a Grantor Trust for income tax purposes
by retaining one or more the powers in Code Sections
673 through 677.




                                                              17
      SALE TO INTENTIONALLY
     DEFECTIVE GRANTOR TRUST

Taxpayer then sells assets to the IDGT that are expected
to produce a high total return in exchange for an
installment note paying the lowest rate of interest
possible.

Taxpayer attempts to maximize the gap between the
return on the transfer assets and the interest paid
because the excess represents tax free transfer from
seller to heirs.


                                                           18
      SALE TO INTENTIONALLY
     DEFECTIVE GRANTOR TRUST

Because of the Grantor Trust status, seller is treated as
the owner of the Trust for income tax purposes and must
pay the tax on the IDGT’s income. The result is that the
seller’s estate is reduced by the amount of the tax paid
(thereby reducing estate taxes) and the value in the Trust
remains to accumulate for more eventual distribution to
seller’s heirs.




                                                             19
      SALE TO INTENTIONALLY
     DEFECTIVE GRANTOR TRUST

The income taxes incurred are generally dividend or
capital gain income taxes. The income tax rate would be
at the current federal and applicable state income tax
rates.

No gain is recognized on the sale and the interest
payments received on the note are not income to the
seller because the seller is, in fact, making payments to
him/herself.


                                                            20
   SUCCESSION/EXIT PLANNING

Captive can be utilized to assist in exit/succession
planning. Business owner can structure sale to key
employees or to children on much more favorable terms
because of existence of Captive.




                                                        21
   SUCCESSION/EXIT PLANNING

Captive can purchase life insurance on business
owner’s life. If Captive is owned by heirs, no estate tax
on death proceeds of policy.




                                                            22
  SUCCESSION/EXIT PLANNING

There may be income tax on
insurance proceeds and
alternative minimum tax
considerations.

The internal buildup of value
in a life insurance contract is
subject to AMT at the captive
level.



                                  23
SUCCESSION/EXIT PLANNING


Again, if the company is properly structured and
recognized as a captive insurance company, then
generally the death benefits from a life insurance
contract would not be taxable.

 Captive can purchase stock of business entity
from owner’s estate (on death of owner) utilizing
insurance process.



                                                     24
          COMPLIANCE REQUIREMENTS
                               Foreign
   IRS Form 56-to report when a fiduciary relationship is created or
    terminated.
   IRS Form 926-Is filed when transferring property to a foreign
    corporation.
   Form 3520-Is filed with responsible party’s income tax return to report
    their annual income.
   Form 3520-A-To report the foreign trust’s annual activities.
   Form 5471-Is filed to report a foreign corporation’s annual activities.
   Form 8832-“check the box” election of federal tax treatment.
   Form 8865-Is filed to report a foreign partnership’s annual activities
   Form TDF-90.221-Is filed to report the ownership and/or control of
    foreign bank or brokerage accounts.


                                                                          25
       COMPLIANCE REQUIREMENTS
                    Domestic
 Form 1041-to report Trust’s annual activities.
 Form 1065-to report a LLC’s or FLP’s annual
  activities.
 Form TDF-90.221-Is filed to report the ownership
  and/or control of foreign bank or brokerage
  accounts.



                                                     26
    WAYS TO EXIT THE CAPTIVE

   Dissolution and dividend payouts
   Reorganization
   Reinsurance
   Loss Portfolio Transfer
   Selling the captive




                                       27
            Thank you



695 Town Center Drive | 7th Floor | Costa Mesa, CA 92626
       Phone: 714.384.6500 | Fax: 714.384.6551
www.wealthstrategiescounsel.com | www.877probate.com




                                                           28
         2009 NEVADA ANNUAL
         CAPTIVE CONFERENCE
    NEVADA IS OPEN FOR BUSINESS
             DOMESTIC STRATEGIES FOR
               OFFSHORE CAPTIVES
                     CAESARS PALACE
                    LAS VEGAS, NEVADA
                     OCTOBER 4-6, 2009


THOMAS M. JONES, ESQ.                   P. BRUCE WRIGHT, ESQ.
PARTNER                                 PARTNER
McDERMOTT WILL & EMERY LLP              DEWEY & LeBOEUF LLP
CHICAGO, ILLINOIS                       NEW YORK, NEW YORK
 10/8/2009                   461419.1                           1
            BACKGROUND
■ REASONS FOR REDOMESTICATION
■ TYPES OF OPERATIONS
■ STRUCTURE ALTERNATIVES
■ GENERAL BUSINESS ISSUES
■ CORPORATE ISSUES




10/8/2009       461419.1        2
                 REASONS FOR
               REDOMESTICATION
■ CHOICE OF DOMICILE INITIALLY
     ▲TAXATION
     ▲CAPITAL REQUIREMENTS
     ▲COST OF OPERATIONS
            ● MANAGEMENT OPERATIONS
            ● COST OF TRAVEL




10/8/2009                 461419.1    3
                 REASONS FOR
               REDOMESTICATION
■ CHOICE OF DOMICILE INITIALLY
     ▲GEOGRAPHIC LOCATION
            ● DISTANCE
            ● LOCATION OF OTHER SUBSIDIARIES
            ● EXOTIC LOCATION
     ▲PUBLIC PERCEPTION/REPUTATION




10/8/2009                  461419.1            4
              REASONS FOR
            REDOMESTICATION
■ REASONS TO MOVE
     ▲CHANGE IN PUBLIC PERCEPTION
     ▲PROGRAM CHANGES
     ▲CHANGE IN REGULATORY
      ENVIRONMENT
     ▲CHANGE IN MANAGEMENT
     ▲CONSOLIDATION OF MULTIPLE CAPTIVES



10/8/2009          461419.1            5
              REASONS FOR
            REDOMESTICATION
■ REASONS TO MOVE
     ▲MORE STABLE WORK FORCE
     ▲ACCESS TO TRIA
     ▲DESIRE TO WRITE EMPLOYEE BENEFITS
     ▲SAVINGS ON DIRECT PLACEMENT TAXES
     ▲ABILITY TO FORM AS A NOT-FOR-PROFIT




10/8/2009           461419.1            6
                 REASONS FOR
               REDOMESTICATION
■ REASONS TO STAY
     ▲COST OF MOVE
     ▲RELATIONSHIPS
     ▲TAX STRUCTURES
            ● SINGLE LEVEL TAX
            ● ABILITY OF TAX-EXEMPT ORGANIZATION TO
              WRITE THIRD-PARTY BUSINESS WITH
              MINIMAL TAXATION



10/8/2009                  461419.1                   7
        TYPES OF OPERATIONS
     NON-UNITED STATES                UNITED STATES
SINGLE PARENT, CFC             SINGLE PARENT
SINGLE PARENT, IRC § 953(d)    CELL
SINGLE PARENT, IRC §           SPONSORED CELL
   953(c)(3)(C)                INDEPENDENTLY
CELL                              INCORPORATED CELL
CELL, IRC § 953(d)             GROUP CAPTIVE
GROUP CAPTIVE                  LLC CAPTIVE
GROUP CAPTIVE, IRC § 953(d)
GROUP CAPTIVE, IRC §
   953(c)(3)(C)



10/8/2009                 461419.1                    8
            STRUCTURES
■ REDOMESTICATION – CORPORATE
  EXISTENCE/ENTITY MOVES ITS
  DOMICILE WITH ALL ATTENDANT
  ASSETS AND LIABILITIES
■ MERGER – CORPORATE ENTITY
  COMBINES WITH A SECOND
  CORPORATE ENTITY MOVING ALL
  ATTENDANT ASSETS AND LIABILITIES

10/8/2009       461419.1             9
            STRUCTURES
■ "RUN OFF" OF EXISTING CAPTIVE
  ("OC") BUSINESS AND FORMATION OF
  A NEW CAPTIVE WHICH
  INSURES/REINSURES ALL NEW
  BUSINESS OF INSURED(S) TO NEW
  CAPTIVE ("NC")



10/8/2009       461419.1         10
            STRUCTURES
■ ASSUMPTION REINSURANCE
     ▲CEDANT AGREES TO LOOK ONLY TO NC
      AND RELEASES OC
     ▲OC CEDES RESERVES AND RISK
      PREMIUM TO NC
     ▲OC IS LEFT ONLY WITH CAPITAL AND
      TRADE LIABILITIES
     ▲OC IS LIQUIDATED


10/8/2009          461419.1              11
BUSINESS CONSIDERATIONS
■ MERGER
     ▲EXISTING CAPITAL CAN BE USED
     ▲REDUCTION OF ONGOING EXPENSE
     ▲LIKELY NOT AVAILABLE WITH CELL OR
      SPONSORED CELL
            ● SEPARATELY INCORPORATED CELL (?)




10/8/2009                  461419.1              12
BUSINESS CONSIDERATIONS
■ ASSUMPTION REINSURANCE
     ▲MAY REQUIRE INFUSION OF
      "TRANSITORY CAPITAL"
     ▲IMPRACTICAL IF CONSENTS ARE
      NECESSARY
            ● DIRECTORS & OFFICERS
            ● UNRELATED BUSINESS
              ♦ REINSURANCE
              ♦ DIRECT


10/8/2009                     461419.1   13
BUSINESS CONSIDERATIONS
■ RUN-OFF
     ▲MOST FLEXIBLE
     ▲ADDITIONAL CAPITAL LONG TERM
     ▲ADDITIONAL EXPENSE
            ● MANAGEMENT
            ● ACTUARY
            ● ACCOUNTING




10/8/2009                  461419.1   14
     LEGAL CONSIDERATIONS
■ REDOMESTICATION
     ▲COMPATIBLE STATUTES NECESSARY
     ▲TAX ISSUES
            ● NON-U.S. TO U.S.
            ● U.S. TO U.S.
     ▲REGULATORY CONSENTS
            ● HOME JURISDICTION
            ● NEW JURISDICTION


10/8/2009                    461419.1   15
     LEGAL CONSIDERATIONS
■ MERGER
     ▲TAX ISSUES
            ● NON-U.S. TO U.S.
            ● U.S. TO U.S.
     ▲CORPORATE ISSUES
            ● PLAN OF MERGER
            ● BOARD ACTION OC/NC
            ● FILING CERTIFICATE OF MERGER OC/NC


10/8/2009                    461419.1              16
     LEGAL CONSIDERATIONS
■ MERGER
     ▲REGULATORY ISSUES
            ●CONSENT IN JURISDICTION OF OC
            ●FORMATION OF NC
              ♦ BUSINESS PLAN
              ♦ PRO FORMAS
              ♦ MINIMUM CAPITAL



10/8/2009                  461419.1          17
     LEGAL CONSIDERATIONS
■ ASSUMPTION REINSURANCE
     ▲STRUCTURE AS REINSURANCE
      TRANSACTION
     ▲MAY BE TREATED AS A TAX-FREE
      REORGANIZATION, PLRS 9541025,
      9335045




10/8/2009           461419.1          18
     LEGAL CONSIDERATIONS
■ ASSUMPTION REINSURANCE
     ▲REGULATORY ISSUES
            ● CONSENT IN OC JURISDICTION
            ● APPROVAL IN NC JURISDICTION IN
              CONNECTION WITH FORMATION OF NC
            ● LIQUIDATION OF OC
            ● CONSENTS BY INSUREDS/REINSUREDS
            ● POSSIBLE CONSENTS BY MULTIPLE
              JURISDICTIONS IF DIRECT BUSINESS


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     LEGAL CONSIDERATIONS
■ RUN OFF
     ▲REGULATORY ISSUES
            ● ASSUMPTION REINSURANCE
            ● COMMUTATION
     ▲CORPORATE ISSUES
            ● FORMATION OF NC
            ● OPERATION OF OC CONTINUES
            ● ULTIMATE LIQUIDATION OF OC
     ▲TAX ISSUES
            ● CONSOLIDATION OF TWO CAPTIVES
            ● TAX TREATMENT OF OC DURING RUN OFF
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     LEGAL CONSIDERATIONS
■ CELLS/SPONSORED CELLS
     ▲MERGER MAY NOT BE AVAILABLE
     ▲INDEPENDENTLY FORMED CELL




10/8/2009          461419.1         21
     LEGAL CONSIDERATIONS
■ NON-U.S. TO U.S.
     ▲MERGER
            ● STATUTORY MERGER MAY NOT BE
              AVAILABLE
            ● TAX STRUCTURES TO ACHIEVE TAX-FREE
              REORGANIZATION
              ♦ B REORGANIZATION (STOCK-FOR-STOCK
                EXCHANGE)
              ♦ C REORGANIZATION (STOCK FOR SUBSTANTIALLY
                ALL PROPERTIES)


10/8/2009                    461419.1                   22
     LEGAL CONSIDERATIONS
■ NON-U.S. TO U.S.
     ▲MERGER
            ● TAX STRUCTURES TO ACHIEVE TAX-FREE
              REORGANIZATION
              ♦ D REORGANIZATION (TRANSFER OF ASSETS TO
                ANOTHER CORPORATION AFTER WHICH
                TRANSFEROR OR TRANSFEROR SHAREHOLDER IS
                IN CONTROL, IF ASSETS OF ACQUIROR ARE
                TRANSFERRED PURSUANT TO A PLAN)
              ♦ F REORGANIZATION (CHANGE IN IDENTITY, FORM
                OR PLACE OR ORGANIZATION


10/8/2009                    461419.1                    23
     LEGAL CONSIDERATIONS
■ NON-U.S. TO U.S.
     ▲MERGER
            ● TAX ISSUES
              ♦ TAXATION OF UNTAXED EARNINGS
              ♦ POST-1986 ONLY, LIKELY NO ISSUE




10/8/2009                     461419.1            24
 GROUP CAPTIVE STRUCTURES
■ NON-U.S. GROUP CAPTIVE ISSUE RE:
  ACCESS
■ FORMATION OF SUBSIDIARY RISK
  RETENTION GROUP ("RRG")
     ▲RRG INTERACTS WITH MEMBERS
     ▲CESSION OF BUSINESS TO PARENT
■ STATE ISSUES REGARDING
  REGISTRATION OF RRG
10/8/2009          461419.1           25
 OFFSHORE CAPTIVE/ONSHORE
■ PURPOSES
     ▲TRIPRA
     ▲EMPLOYEE BENEFITS
■ FORMATION OF BRANCH
     ▲TAX ISSUES
            ● IRC § 953(d) ELECTION
            ● NO IRC § 953(d) ELECTION
              ♦ DOING BUSINESS
              ♦ BRANCH PROFITS TAX
              ♦ FET

10/8/2009                    461419.1    26
            OTHER RECENT TAX
             DEVELOPMENTS
■ CASCADING FET
■ CELL COMPANIES
■ REV. RUL. 2009-26




10/8/2009         461419.1     27
NEVADA CAPTIVE INSURANCE ASSOCIATION
        ANNUAL CONFERENCE




“Modernization of the Liability Risk
         Retention Act”
                         Presented By:
    Clifford Roberti - Director, Government Relations SIIA
                                   What’s on Tap
 Introduction
     Political Environment
     Congressional Agenda

 History of the Risk Retention Act
     PLRRA of 1981
     1986 Amendments - LRRA
     HR 5792 in 110th Congress

 SIIA Industry Lobbying Effort
     RRA Coalition
     Strategy
     Outlook for 111th Congress

 Other Legislative Developments
     Challenges
     Opportunities

 How Can You Help?
     Grassroots
     Support the Industry Financially
                              Political Environment
 Large Majorities for Democrats

 2010 Congressional Elections
     House: 123 ‘Competitive’ Races (77-D; 46-R)
         Toss-Ups: 13 (11-D) - Vulnerable Seats: 21-D; 6-R
         Prediction: R: +20 - 30
     Senate: 20 ‘Competitive Races’ (12-D; 8-R)
         Toss-Ups: 6 (3-D) – Vulnerable Seats: 5-D; 3-R
         Prediction: R: +1-5 (IL, CT, CO, NV, PA, NY)

 Implications
     Democrats in Danger of Losing Seats
     One Bite at Healthcare Reform
     Pressure to Pass Controversial Reform Before 2010
     Balancing Act for Moderate Dems
                            History of the LRRA
 Abundance of Product Liability Lawsuits in the 1970’s


 Congress Enacts the Products Liability Risk Retention Act of 1981
     Similar businesses can join together to self-insure risk
     Improved competition, reduced costs, and increased capacity


 Similar Problem with Medical Liability Lawsuits in the Mid-1980’s
                             History of the LRRA
 PLRA Amendments of 1986
     Became the Liability Risk Retention Act
     Single-State regulation

 Financial Services Committee Interest in Expansion
     Sep 11 Attacks
     High profile insolvencies

 GAO Report Released in 2005
     LRRA accomplished its goal
     Suggests improved corporate governance

 HR 5792 Introduced
     Expanded RRA to include property
     Adopted GAO recommendations
     Non-domiciliary State study
                        ART – Expansion of RRA
 Expands the ART Market
     New Business Opportunity

 Feature of the New Bill
     Expands Coverage to Property
     Treasury Department for Dispute Resolutions
     Strengthen Corporate RRG Governance

 Latest Developments
     Secured Sponsorship by Moore- D; Campbell- R – Introduction in Weeks
     Senate Sponsorship and Banking Jurisdiction

 NAIC
     Working with Leadership and Interested States
     Muting Opposition with Broad Coalition of Supporters
                       Other Legislative Developments
 Office of National Insurance
     Gather information, develop expertise, negotiate international agreements
     Would make policy recommendations

 NARAB II
     Uniform licensing for agents and brokers
     Uniform continuing education and other qualification

 Surplus Lines Bill
     Reform and Modernize Surplus Lines and Reinsurance
     Uniform System of Premium Tax Collection – direct access for sophisticated
     Single State Regulation for reinsurer solvency and credit for reinsurance

 Affiliated Reinsurance Taxation
     Rep. Neal set to introduce
     Disallows affiliated reinsurance transactions for foreign-owned insurers
     Effects on ART community
                         ART Opportunity in Healthcare
 Small Business Choice Act
     Encourages Small Businesses to Transfer High Med Costs to an Excess Claims
      Captive
     Minimum 100 Members and 5,000 Lives
     Primary Coverage Annual Max Between $10k - $250k Per Insured
     Accepted SIIA’s Verbatim Claims Reporting Amendment

 Co-Ops in the Senate Finance Bill
     Creation of non-profit, member-run health insurance company
     Compete with insurers on a multi-state basis
     Government Start-up capital – self-sustaining there after
     Permitted to enter into collective purchasing agreements
         Opportunity for claims admin, health it, and actuarial services
                         How You Can Help
 Stay Interested and Engaged

 Get Involved in the Lobbying Process
     Write Letters
     Make Phone Calls
     Come to DC to Meet With Your Representatives
     Help the Industry Financially

 More Specific
     Contact your Representatives
     Assist with Contacts in the NAIC
        Questions



Questions Are Encouraged