Section 40.20. Enterprise Risk Report.


Latest version.
  • The ultimate controlling person of an insurer required to file an enterprise risk report pursuant to s. Ins 40.03 (9) , shall furnish the required information on Form F in the appendix.
History: CR 14-071 : am. Register August 2015 No. 716 , eff. 9-1-15. APPENDIX FORM A
STATEMENT REGARDING THE ACQUISITION OF CONTROL OF OR MERGER WITH A
DOMESTIC INSURER
Filed with the Office of the Commissioner of Insurance,
State of Wisconsin


Name of Domestic Insurer

By


Name of Acquiring Person (Applicant) Filed with the insurance department of    
(state of domicile of insurer being acquired)

Date:   ,  
Name, title, address and telephone number of individual to whom notices and correspondence concerning this statement should be addressed: ITEM 1. INSURER AND METHOD OF ACQUISITION State the name and address of the domestic insurer to which this application relates and briefly describe how control is to be acquired. ITEM 2. IDENTITY AND BACKGROUND OF THE APPLICANT (a) State the name and address of the applicant seeking to acquire control over the insurer. (b) If the applicant is not an individual, state the nature of its business operations for the past 5 years or for such lesser period as such person and any predecessors thereof shall have been in existence. Briefly describe the business intended to be done by the applicant and the applicant's subsidiaries. (c) Furnish a chart or listing clearly presenting the identities of the interrelationships among the applicant and all affiliates of the applicant. Indicate in such chart or listing the percentage of voting securities of each such person which is owned or controlled by the applicant or by any other such person. If control of any person is maintained other than by the ownership or control of voting securities, indicate the basis of such control. As to each person specified in such chart or listing, indicate the type of organization (e.g., corporation, trust, partnership) and the state of domicile. If court proceedings involving a reorganization or liquidation are pending with respect to any such person, indicate which person, and set forth the title of the court, nature of proceedings and the date when commenced. ITEM 3. IDENTITY AND BACKGROUND OF INDIVIDUALS ASSOCIATED WITH THE APPLICANT On the biographical affidavit, include a third party background check and state the following with respect to (1) the applicant if the applicant is an individual or (2) all persons who are directors, executive officers or owners of 10% or more of the voting securities of the applicant if the applicant is not an individual. (a) Name and business address; (b) Present principal business activity, occupation or employment including position and office held and the name, principal business and address of any corporation or other organization in which such employment is carried on; (c) Material occupations, positions, offices or employment during the last 5 years, giving the starting and ending dates of each and the name, principal business and address of any business corporation or other organization in which each such occupation, position, office or employment was carried on; if any such occupation, position, office or employment required licensing by or registration with any federal, state or municipal governmental agency, indicate such fact, the current status of such licensing or registration, and an explanation of any surrender, revocation, suspension or disciplinary proceedings in connection with the license or registration whether pending or concluded. (d) Whether or not such person has ever been convicted in a criminal proceeding (excluding traffic violations not involving death or injury) during the last 10 years and, if so, give the date, nature of conviction, name and location of court, and penalty imposed or other disposition of the case. ITEM 4. NATURE, SOURCE AND AMOUNT OF CONSIDERATION (a) Describe the nature, source and amount of funds or other considerations used, or to be used, in effecting the merger or other acquisition of control. If any part of the same is represented or is to be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding or trading securities, furnish a description of the transaction, the names of the parties thereto, the relationship, if any, between the borrower and the lender, the amounts borrowed or to be borrowed, and copies of all agreements, promissory notes and security arrangements relating thereto. (b) Explain the criteria used in determining the nature and amount of such consideration. ITEM 5. APPLICANT'S FUTURE PLANS FOR THE INSURER Describe any plans or proposals which the applicant may have to declare an extraordinary dividend, to liquidate the insurer, to sell the insurer's assets to or merge it with any person or persons or to make any other material change in its business operations or corporate structure or management. ITEM 6. VOTING SECURITIES TO BE ACQUIRED State the number of shares of the insurer's voting securities which the applicant, its affiliates and any person listed in Item 3 plan to acquire; and the terms of the offer, request, invitation, agreement or acquisition; and a statement as to the method by which the fairness of the proposal was arrived at. ITEM 7. OWNERSHIP OF VOTING SECURITIES State the amount of each class of any voting security of the insurer which is beneficially owned or concerning which there is a right to acquire beneficial ownership by the applicant, its affiliates or any person listed in Item 3. ITEM 8. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO VOTING SECURITIES OF THE INSURER Give a full description of any contracts, arrangements or understandings with respect to any voting security of the insurer in which the applicant, its affiliates or any person listed in Item 3 is involved, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or guarantees of profits, division of losses or profits, or the giving or withholding of proxies. Such description shall identify the persons with whom the contracts, arrangements or understandings have been entered into. ITEM 9. RECENT PURCHASES OF VOTING SECURITIES Describe any purchases of any voting securities of the insurer by the applicant, its affiliates or any person listed in Item 3 during the 12 calendar months preceding the filing of this statement. Include in the description the dates of purchase, the names of the purchasers, and the consideration paid or agreed to be paid therefor. State whether any shares so purchased are hypothecated. ITEM 10. RECENT RECOMMENDATIONS TO PURCHASE Describe any recommendations to purchase any voting security of the insurer made by the applicant, its affiliates or any person listed in Item 3, or by anyone based upon interviews or at the suggestion of the applicant, its affiliates or any person listed in Item 3 during the 12 calendar months preceding the filing of this statement. ITEM 11. AGREEMENTS WITH BROKER-DEALERS Describe the terms of any agreement, contract or understanding made with any broker-dealer as to solicitation of voting securities of the insurer for tender and the amount of any fees, commissions or other compensation to be paid to broker-dealers with regard thereto. ITEM 12. FINANCIAL STATEMENTS AND EXHIBITS (a) Pursuant to s. 601.42 , Stat., financial statements, exhibits, and three-year financial projections of the insurer(s) shall be attached to this statement as an appendix, but list under this item the financial statements and exhibits so attached. (b) The financial statements shall include the annual financial statements of the persons identified in Item 2(c) for the preceding 5 fiscal years (or for such lesser period as such applicant and its affiliates and any predecessors thereof shall have been in existence), and similar information covering the period from the end of such person's last fiscal year, if the information is available. The statements may be prepared either on an individual basis or, unless the commissioner otherwise requires, on a consolidated basis if consolidated statements are prepared in the usual course of business. The annual financial statements of the applicant shall be accompanied by the certificate of an independent public accountant to the effect that such statements present fairly the financial position of the applicant and the results of its operations for the person's last fiscal year, in conformity with generally accepted accounting principles or with requirements of insurance or other accounting principles prescribed or permitted under law. If the applicant is an insurer which is actively engaged in the business of insurance, the financial statements need not be certified, provided they are based on the annual statement of the person filed with the insurance department of the person's state of domicile and are in accordance with the requirements of insurance or other accounting principles prescribed or permitted under the law and regulations of the state. (c) File as exhibits copies of all tender offers for, requests or invitations for, tenders of, exchange offers for, and agreements to acquire or exchange any voting securities of the insurer and (if distributed) of additional soliciting material relating thereto, any proposed employment, consultation, advisory or management contracts concerning the insurer, annual reports to the stockholders of the insurer and the applicant for the last 2 fiscal years, and any additional documents or papers required by form A or ss. Ins 40.11 and 40.13 , Wis. Adm. Code. ITEM 13. AGREEMENT REQUIREMENTS FOR ENTERPRISE RISK MANAGEMENT Applicant agrees to provide, to the best of its knowledge and belief, the information required by form F within fifteen (15) days after the end of the month in which the acquisition of control occurs. ITEM 14. SIGNATURE AND CERTIFICATION Signature and certification required as follows:

SIGNATURE
Pursuant to the requirements of ch. Ins 40 , Wis. Adm. Code,     has caused this application to be duly signed on its behalf in the city of     and state of   on the day of     ,   .




      (SEAL)


    Name of Applicant


    BY
(Name) (Title)


Attest:


(Signature of Officer)


(Title)
The undersigned deposes and says that (s)he has duly executed the attached application dated , for and on behalf of ; that (s)he is the   of such company and     (Name of Applicant)
that (s)he is authorized to execute and file such instrument. Deponent further says that (s)he is familiar with the instrument and the contents thereof, and that the facts therein set forth are true to the best of his/her knowledge, information and belief.

       
  (Signature)
   
   
  (Type or print name beneath)

Subscribed and sworn to this

    day of   ,   .

Notary Public
My commission expires on FORM B
INSURANCE HOLDING COMPANY SYSTEM
ANNUAL REGISTRATION STATEMENT
Filed with the Office of the Commissioner of Insurance,
State of Wisconsin
By


Name of Registrant
On behalf of following insurers

Name: Address:



Date: ,

Name, title, address and telephone number of individual to whom notices and correspondence concerning this statement should be addressed: ITEM 1. IDENTITY AND CONTROL OF REGISTRANT Furnish the exact name of each insurer registering or being registered (hereinafter called "the Registrant"), the home office address and principal executive offices of each; the date on which each registrant became part of the insurance holding company system; and the method(s) by which control of each registrant was acquired and is maintained. ITEM 2. ORGANIZATIONAL CHART Furnish a chart or listing clearly presenting the identities of and interrelationships among all affiliate persons within the insurance holding company system. The chart or listing should show the percentage of each class of voting securities of each affiliate which is owned, directly or indirectly, by another affiliate. If control of any person within the system is maintained other than by the ownership or control of voting securities, indicate the basis of control. As to each person specified in the chart or listing indicate the type of organization (e.g.,—corporation, trust, partnership) and the state of domicile. ITEM 3. THE ULTIMATE CONTROLLING PERSON As to the ultimate controlling person in the insurance holding company system furnish the following information: (a) Name; (b) Home office address; (c) Principal executive office address; (d) The organizational structure of the person, i.e., corporation, partnership, individual, trust, etc.; (e) The principal business of the person; (f) The name and address of any person who holds or owns 10% or more of any class of voting security, the class of such security, the number of shares held of record or known to be beneficially owned, and the percentage of class so held or owned; (g) If court proceedings involving a reorganization or liquidation are pending, indicate the title and location of the court, the nature of proceedings and the date when commenced. ITEM 4. BIOGRAPHICAL INFORMATION If the ultimate controlling person is a corporation, an organization, a limited liability company, or other legal entity, furnish the following information for the directors and executive officers of the ultimate controlling person: the individual's name and address, his or her principal occupation and all offices and positions held during the past 5 years, and any conviction of crimes other than traffic violations not involving death or injury. If the ultimate controlling person is an individual, furnish the individual's name and address, his or her principal occupation and all offices and positions held during the past 5 years, and any conviction of crimes other than traffic violations not involving death of injury. ITEM 5. TRANSACTIONS AND AGREEMENTS Briefly describe the following agreements in force, and transactions currently outstanding or which have occurred during the last calendar year between the registrant and its affiliates: (a) Loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the Registrant or of the Registrant by its affiliates; (b) Purchases, sales, extensions of credit or exchanges of assets; (c) Transactions not in the ordinary course of business; (d) Guarantees or undertakings for the benefit of an affiliate which result in an actual contingent exposure of the Registrant's assets to liability, other than insurance contracts entered into in the ordinary course of the registrant's business; (e) All management agreements, exclusive agency agreements, service contracts and all cost-sharing arrangements; (f) Reinsurance agreements; (g) Dividends and other distributions to shareholders; (h) Consolidated tax allocation agreements; and (i) Any pledge of the Registrant's stock or of the stock of any subsidiary or affiliate having control of the insurer, for a loan made to any member of the insurance holding company system. No information need be disclosed if the information is not material according to s. Ins 40.03 (5) , Wis. Adm. Code. Sales, purchases, exchanges, loans or extensions of credit, investments or guarantees involving .5% or less of the registrant's admitted assets as of the 31st day of December next preceding shall not be deemed material.

Note

Commissioner may by order provide otherwise. Microsoft Windows NT 6.1.7601 Service Pack 1 The description shall be in a manner as to permit the proper evaluation thereof by the commissioner, and shall include at least the following: the nature and purpose of the transaction, the nature and amounts of any payments or transfers of assets between the parties, the identity of all parties to the transaction, and relationship of the affiliates of the registrant. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 6. LITIGATION OR ADMINISTRATIVE PROCEEDINGS Microsoft Windows NT 6.1.7601 Service Pack 1 Briefly describe any litigation or administrative proceedings of the following types, either then pending or concluded within the preceding fiscal year, to which the ultimate controlling person or any of its directors or executive officers is or was a party or of which the property of any such person is or was the subject; give the names of the parties and the court or agency in which the litigation or proceeding was held or is pending: Microsoft Windows NT 6.1.7601 Service Pack 1 (a) Criminal prosecutions or administrative proceedings by any government agency or authority which may be relevant to the trustworthiness of any party thereto; and Microsoft Windows NT 6.1.7601 Service Pack 1 (b) Proceedings which may have a material effect upon the solvency or capital structure of the ultimate controlling person including, but not necessarily limited to, bankruptcy, receivership or other corporate reorganizations. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 7. STATEMENT REGARDING GROUP OR SERIES OF TRANSACTIONS Microsoft Windows NT 6.1.7601 Service Pack 1 Furnish a statement that transactions entered into since the filing of the prior year's annual registration statement are neither part of a group or series of related or like transactions nor made for the purpose of avoiding regulatory threshold amounts and the review that might otherwise occur. Groups or series of related transactions shall be treated as single transactions. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 8. FINANCIAL STATEMENTS AND EXHIBITS Microsoft Windows NT 6.1.7601 Service Pack 1 (a) Attach financial statements and exhibits to this statement as an appendix, and list under this item the financial statements and exhibits so attached. Microsoft Windows NT 6.1.7601 Service Pack 1 (b) If the ultimate controlling person is a corporation, an organization, a limited liability company, or other legal entity, the financial statements shall include the annual financial statements of the ultimate controlling person in the insurance holding company system as of the end of the person's immediately preceding fiscal year. Microsoft Windows NT 6.1.7601 Service Pack 1 If at the time of the initial registration, the annual financial statements for the immediately preceding fiscal year are not available, annual statements for the previous fiscal year may be filed and similar financial information shall be filed for any subsequent period to the extent such information is available. Such financial statements may be prepared either on an individual basis or unless the commissioner otherwise requires, on a consolidated basis if consolidated statements are prepared in the usual course of business. Microsoft Windows NT 6.1.7601 Service Pack 1 Other than with respect to the foregoing, such financial statement shall be filed in a standard form and format adopted by the National Association of Insurance Commissioners unless an alternative form is accepted by the Commissioner. Documentation and financial statements filed with the Securities and Exchange Commission or audited GAAP financial statements shall be deemed to be an appropriate form and format. Microsoft Windows NT 6.1.7601 Service Pack 1 Unless the commissioner otherwise permits, the annual financial statements shall be accompanied by the certificate of an independent public accountant to the effect that the statements present fairly the financial position of the ultimate controlling person and the results of its operations for the year then ended, in conformity with generally accepted accounting principles or with requirements of insurance or other accounting principles prescribed or permitted under law. If the ultimate controlling person is an insurer which is actively engaged in the business of insurance, the annual financial statements need not be certified, provided they are based on the annual statement of the insurer 's state of domicile and are in accordance with requirements of insurance or other accounting principles prescribed or permitted under the law and regulations of that state. Microsoft Windows NT 6.1.7601 Service Pack 1 Any ultimate controlling person who is an individual may file personal financial statements that are reviewed rather than audited by an independent public accountant. The review shall be conducted in accordance with standards for review of personal financial statements published in the Personal Financial Statements Guide by the American Institute of Certified Public Accountants. Personal financial statements shall be accompanied by the independent public accountant's Standard Review Report stating that the accountant is not aware of any material modifications that should be made to the financial statements in order for the statements to be in conformity with generally accepted accounting principles. Microsoft Windows NT 6.1.7601 Service Pack 1 (c) Exhibits shall include copies of the last annual reports to shareholders of the ultimate controlling person, proxy material used by the ultimate controlling person, and any additional documents or papers required by form B or ch. Ins 40 , Wis. Adm. Code. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 9. FORM C REQUIRED Microsoft Windows NT 6.1.7601 Service Pack 1 A form C, Summary of Changes to Registration Statement, must be prepared and filed with this form B. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 10. SIGNATURE AND CERTIFICATION Microsoft Windows NT 6.1.7601 Service Pack 1 Signature and certification required as follows:

    SIGNATURE Microsoft Windows NT 6.1.7601 Service Pack 1Pursuant to the requirements of ch. Ins 40 , Wis. Adm. Code, Registrant has caused this annual registration statement to be duly signed on its behalf in the city of   and state of   on the day of , .  

  (SEAL)     Name of Registrant

  BY    
(Name) (Title) Microsoft Windows NT 6.1.7601 Service Pack 1 Attest:

     
(Signature of Officer)

     
(Title) Microsoft Windows NT 6.1.7601 Service Pack 1 The undersigned deposes and says that (s)he has duly executed
the attached annual registration statement dated     , for and on behalf of     ;
      (Name of Registrant)
that (s)he is the and that (s)he is authorized     (Title of Officer)
to execute and file such instrument. Deponent further says that (s)he is familiar with such instrument and the contents thereof, and that the facts therein set forth are true to the best of his/her knowledge, information and belief.
       
    (Signature)

  (Type or print name beneath)

       


Subscribed and sworn to this
day of , .
Notary Public
My commission expires on Microsoft Windows NT 6.1.7601 Service Pack 1 FORM C
SUMMARY OF CHANGES TO REGISTRATION
STATEMENT

Filed with the office of the commissioner of insurance,
state of Wisconsin

By

Name of Registrant Microsoft Windows NT 6.1.7601 Service Pack 1
On behalf of following insurers

Name: Address:

Date:   ,  
Microsoft Windows NT 6.1.7601 Service Pack 1 Name, title, address and telephone number of individual to whom notices and correspondence concerning this statement should be addressed: Microsoft Windows NT 6.1.7601 Service Pack 1 Furnish a brief description of all items in the annual registration statement, form B, which are required to be filed with this form, which represent changes from the prior year's annual registration statement. The description shall be in a manner as to permit the proper evaluation thereof by the commissioner and shall include specific references to item numbers in the annual registration statement and to the terms contained therein. Microsoft Windows NT 6.1.7601 Service Pack 1 Changes occurring under Item 2 of form B insofar as changes in the percentage of each class of voting securities held by each affiliate is concerned, need only be described where such changes are ones which result in ownership or holdings of 10% or more of voting securities, loss or transfer of control, or acquisition or loss of partnership interest. Microsoft Windows NT 6.1.7601 Service Pack 1 Changes occurring under Item 4 of form B need only be described where an individual is, for the first time, made a director or executive officer of the ultimate controlling person; a director or executive officer terminates his or her responsibilities with the ultimate controlling person; or in the event an individual is named president of the ultimate controlling person. Microsoft Windows NT 6.1.7601 Service Pack 1 If a transaction disclosed on the immediately prior year's annual registration statement has been changed, the nature of such change shall be included. If a transaction disclosed on the prior year's annual registration statement has been effectuated, describe the mode of completion and any flow of funds between affiliates resulting from the transaction. Microsoft Windows NT 6.1.7601 Service Pack 1 The insurer shall furnish a statement that transactions entered into since the filing of the immediately prior year's annual registration statement are not part of a group or series of like transactions or entered into for the purpose of avoiding reporting threshold amounts.

SIGNATURE Microsoft Windows NT 6.1.7601 Service Pack 1 Signature and certification required as follows: Microsoft Windows NT 6.1.7601 Service Pack 1Pursuant to the requirements of ch. Ins 40 , Wis. Adm. Code, Registrant has caused this annual summary of the registration statement to be duly signed on its behalf of the city of     and State o f     on the   day of ,   .

    (SEAL)    
      Name of Registrant

    BY    
      (Name) (Title)

Attest:

     
(Signature of Officer)

     
(Title) Microsoft Windows NT 6.1.7601 Service Pack 1 The undersigned deposes and says that (s)he has duly executed the attached annual registration statement dated,         ,   for and on behalf of;         that (s)he is the             (Title of Officer)
of such Registrant and that (s)he is authorized to execute and file such instrument. Deponent further says that (s)he is familiar with such instrument and the contents thereof, and that the facts therein set forth are true to the best of his/her knowledge, information and belief.

       
      (Signature)

     
   
      (Type or print name beneath)

Subscribed and sworn to this
day of ,
Notary Public
My commission expires Microsoft Windows NT 6.1.7601 Service Pack 1 FORM D
PRIOR NOTICE OF A TRANSACTION

Filed with the office of the commissioner of insurance,
state of Wisconsin
By

Name of Registrant Microsoft Windows NT 6.1.7601 Service Pack 1 On behalf of following insurers

Name: Address:

Date:   ,  

Name, title, address and telephone number of individual to whom notices and correspondence concerning this statement should be addressed: Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 1. IDENTITY OF PARTIES TO TRANSACTION Microsoft Windows NT 6.1.7601 Service Pack 1 Furnish the following information for each of the parties to the transaction covered under s. 617.21 (2) , Stats., and s. Ins 40.04 (2) , Wis. Adm. Code: Microsoft Windows NT 6.1.7601 Service Pack 1 (a) Name; Microsoft Windows NT 6.1.7601 Service Pack 1 (b) Home office address; Microsoft Windows NT 6.1.7601 Service Pack 1 (c) Principal executive office address; Microsoft Windows NT 6.1.7601 Service Pack 1 (d) The organizational structure, i.e., corporation, partnership, individual, trust, etc.; Microsoft Windows NT 6.1.7601 Service Pack 1 (e) A description of the nature of the parties' business operations; Microsoft Windows NT 6.1.7601 Service Pack 1 (f) Relationship, if any, of other parties to the transaction to the insurer filing the notice, including any ownership or debtor/creditor interest by any other parties to the transaction in the insurer seeking approval, or by the insurer filing the notice for the affiliates; Microsoft Windows NT 6.1.7601 Service Pack 1 (g) Where the transaction is with a non-affiliate, the name(s) of the affiliate(s) which will receive, in whole or in substantial part, the proceeds of the transaction. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 2. DESCRIPTION OF THE TRANSACTION Microsoft Windows NT 6.1.7601 Service Pack 1 Furnish the following information for each transaction for which notice is being given: Microsoft Windows NT 6.1.7601 Service Pack 1 (a) A statement as to whether notice is being given under s. Ins 40.04 (2) (a) , (b) , (c) , (d) , (e) or (f) ; Microsoft Windows NT 6.1.7601 Service Pack 1 (b) A statement of the nature of the transaction; and Microsoft Windows NT 6.1.7601 Service Pack 1 (c) A statement of how the transaction meets the "fair and reasonable" standard of s. 617.21 , Stats.; and Microsoft Windows NT 6.1.7601 Service Pack 1 (d) The proposed effective date of the transaction. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 3. SALES, PURCHASES, EXCHANGES, LOANS, EXTENSIONS OF CREDIT, GUARANTEES OR INVESTMENTS Microsoft Windows NT 6.1.7601 Service Pack 1 Furnish a brief description of the amount and source of funds, securities, property or other consideration for the sale, purchase, exchange, loan, extension of credit, guarantee, or investment. Describe any provision for purchase of the insurer filing notice, by any party to the transaction, or by any affiliate of the insurer filing notice. Give a description of the terms of any securities being received, if any, and a description of any other agreements relating to the transaction such as contracts or agreements for services, consulting agreements and the like. If the transaction involves other than cash, furnish a description of the consideration, its cost and its fair market value, together with an explanation of the basis for evaluation. Microsoft Windows NT 6.1.7601 Service Pack 1 If the transaction involves a loan, extension of credit or a guarantee, furnish a description of the maximum amount which the insurer will be obligated to make available under such loan, extension of credit or guarantee, the date on which the credit or guarantee will terminate, and any provisions for the accrual of or deferral of interest. Microsoft Windows NT 6.1.7601 Service Pack 1 If the transaction involves an investment, guarantee or other arrangement, state the time period during which the investment, guarantee or other arrangement will remain in effect, together with any provisions for extensions or renewals of such investments, guarantees or arrangements. Furnish a brief statement as to the effect of the transaction upon the insurer's policyholder surplus. Microsoft Windows NT 6.1.7601 Service Pack 1 No notice need be given if the maximum amount which can at any time be outstanding or for which the insurer can be legally obligated under the loan, extension of credit or guarantee is less than (a) in the case of nonlife insurers, the lesser of 2% of the insurer's admitted assets or 10% of policyholder surplus or (b) in the case of life insurers, the lesser of 2% of the insurer's admitted assets or 10% of policyholder surplus, each as of the 31st day of December of the immediately preceding calendar year. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 4. LOANS, EXTENSIONS OF CREDIT, OR GUARANTEES TO OR FOR A NONAFFILIATE Microsoft Windows NT 6.1.7601 Service Pack 1 If the transaction involves a loan, extension of credit, or guarantee to any person who is not an affiliate, furnish a brief description of the agreement or understanding whereby the proceeds of the proposed transaction, in whole or in substantial part, are to be used to make loans or extensions of credit to, to purchase the assets of, or to make investments in, any affiliate of the insurer making such loans, extensions of credit, or guarantee. Specify in what manner the proceeds are to be used to loan to, extend credit to, purchase assets of or make investments in any affiliate. Describe the amount and source of funds, securities, property or other consideration for the loan or extension of credit and, if the transaction is one involving consideration other than cash, describe its cost and its fair market value together with an explanation of the basis for evaluation. Furnish a brief statement as to the effect of the transaction upon the insurer's policyholder surplus. Microsoft Windows NT 6.1.7601 Service Pack 1 No notice need be given if the loan or extension of credit is one which equals less than the lesser of 2% of the insurer's admitted assets or 10% of policyholder surplus as of the 31st day of December of the immediately preceding calendar year. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 5. REINSURANCE Microsoft Windows NT 6.1.7601 Service Pack 1 If the transaction is a reinsurance agreement or modification thereto, or a reinsurance pooling agreement or modification thereto as described in s. Ins 40.04 (2) (c) , furnish a description of the known and estimated amount of liability to be ceded or assumed in each calendar year, the period of time during which the agreement will be in effect, and a statement whether an agreement or understanding exists between the insurer and nonaffiliate to the effect that any portion of the assets constituting the consideration for the agreement will be transferred to one or more of the insurer's affiliates. Furnish a brief description of the consideration involved in the transaction and a brief statement as to the effect of the transaction upon the insurer's policyholder surplus. Microsoft Windows NT 6.1.7601 Service Pack 1 No notice need be given for reinsurance agreements or modifications thereto if the reinsurance premium or the change in the insurer's liabilities, or the projected reinsurance premium or change in the insurer's liabilities in any of the next three years, in connection with the reinsurance agreement or modification thereto is less than 5% of the insurer's policyholder surplus, as of the 31st day of December of the immediately preceding calendar year. Notice shall be given for all reinsurance pooling agreements including modifications thereto. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 6. MANAGEMENT AGREEMENTS, SERVICE AGREEMENTS AND COST-SHARING ARRANGEMENTS Microsoft Windows NT 6.1.7601 Service Pack 1 For management and service agreements, furnish: Microsoft Windows NT 6.1.7601 Service Pack 1 (a) A brief description of the managerial responsibilities, or services to be performed; Microsoft Windows NT 6.1.7601 Service Pack 1 (b) A brief description of the agreement, including a statement of its duration, together with brief descriptions of the basis for compensation and the terms under which payment or compensation is to be made. Microsoft Windows NT 6.1.7601 Service Pack 1 For cost-sharing arrangements, furnish: Microsoft Windows NT 6.1.7601 Service Pack 1 (a) A brief description of the purpose of the agreement; Microsoft Windows NT 6.1.7601 Service Pack 1 (b) A description of the period of time during which the agreement is to be in effect; Microsoft Windows NT 6.1.7601 Service Pack 1 (c) A brief description of each party's expenses or costs covered by the agreement; Microsoft Windows NT 6.1.7601 Service Pack 1 (d) A brief description of the accounting basis to be used in calculating each party's costs under the agreement ; Microsoft Windows NT 6.1.7601 Service Pack 1 (e) A brief statement as to the effect of the transaction upon the insurer's policyholder surplus; Microsoft Windows NT 6.1.7601 Service Pack 1 (f) A statement regarding the cost allocation methods that specifies whether proposed charges are based on "cost or market." If market based, rationale for using market instead of cost, including justification for the company's determination that amounts are fair and reasonable; and Microsoft Windows NT 6.1.7601 Service Pack 1 (g) A statement regarding compliance with the NAIC Accounting Practices and Procedure Manual regarding expense allocation. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 7. TRANSACTIONS NOT IN THE ORDINARY COURSE OF BUSINESS Microsoft Windows NT 6.1.7601 Service Pack 1 Provide a brief but complete description of any transaction not in the ordinary course of business. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 8. OTHER TRANSACTIONS REPORTABLE UNDER AN ORDER Microsoft Windows NT 6.1.7601 Service Pack 1 Provide a brief but complete description of any transaction reportable under an order. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 9. SIGNATURE AND CERTIFICATION Microsoft Windows NT 6.1.7601 Service Pack 1 Signature and certification required as follows: Microsoft Windows NT 6.1.7601 Service Pack 1 SIGNATURE
  Pursuant to the requirements of ch. Ins 40 , Wis. Adm. Code,
    has caused this notice to be duly signed on its behalf in the city of     and state of     on the day of , .

    (SEAL)
      Name of Registrant

    BY
(Name) (Title)

Attest:
   
(Signature of Officer)

   
(Title)

  The undersigned deposes and says that (s)he has duly executed the attached notice dated   , , for and on behalf of     ; and that s(he) is the
(Name of Registrant)
    and that s(he) is authorized to execute and
(Title of Officer)
file such instrument. Deponent further says that (s)he is familiar with such instrument and the contents thereof, and that the facts therein set forth are true to the best of his/her knowledge, information and belief.
         
      (Signature)
     
   
      (Type or print name beneath)

Subscribed and sworn to this
day of ,
Notary Public
My commission expires Microsoft Windows NT 6.1.7601 Service Pack 1 FORM E
RE-ACQUISITION NOTIFICATION FORM
REGARDING THE POTENTIAL COMPETITIVE IMPACT OF A PROPOSED MERGER OR
ACQUISITION BY A NON-DOMICILIARY INSURER DOING BUSINESS IN THIS STATE OR BY A
DOMESTIC INSURER

Filed with the Office of the Commissioner of Insurance,
State of Wisconsin


Name of Applicant

Name of Other Person
Involved in Merger or
Acquisition Microsoft Windows NT 6.1.7601 Service Pack 1 Dated: , 20 Microsoft Windows NT 6.1.7601 Service Pack 1 Name, title, address and telephone number of person completing this statement: Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 1. NAME AND ADDRESS Microsoft Windows NT 6.1.7601 Service Pack 1 State the names and addresses of the persons who hereby provide notice of their involvement in a pending acquisition or change in corporate control. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 2. NAME AND ADDRESSES OF AFFILIATED COMPANIES Microsoft Windows NT 6.1.7601 Service Pack 1 State the names and addresses of the persons affiliated with those listed in Item 1. Describe their affiliations. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 3. NATURE AND PURPOSE OF THE PROPOSED MERGER OR ACQUISITION Microsoft Windows NT 6.1.7601 Service Pack 1 State the nature and purpose of the proposed merger or acquisition. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 4. NATURE OF BUSINESS Microsoft Windows NT 6.1.7601 Service Pack 1 State the nature of the business performed by each of the persons identified in response to Item 1 and Item 2. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 5. MARKET AND MARKET SHARE Microsoft Windows NT 6.1.7601 Service Pack 1 State specifically what market and market share in each relevant insurance market the persons identified in Item 1 and Item 2 currently enjoy in this state. Provide historical market and market share data for each person identified in Item 1 and Item 2 for the past five years and identify the source of such data. Provide a determination as to whether the proposed acquisition or merger, if consummated, would violate the competitive standards of the state as stated in s. Ins 40.025 (4) Wis. Adm. Code. If the proposed acquisition or merger would violate competitive standards, provide justification of why the acquisition or merger would not substantially lessen competition or create a monopoly in the state. Microsoft Windows NT 6.1.7601 Service Pack 1 For purposes of this question, market means direct written insurance premium in this state for a line of business as contained in the annual statement required to be filed by insurers licensed to do business in this state. Microsoft Windows NT 6.1.7601 Service Pack 1 FORM F Microsoft Windows NT 6.1.7601 Service Pack 1 ENTERPRISE RISK REPORT Microsoft Windows NT 6.1.7601 Service Pack 1 Filed with the Office of the Commissioner of Insurance, Microsoft Windows NT 6.1.7601 Service Pack 1 State of Wisconsin Microsoft Windows NT 6.1.7601 Service Pack 1 By Microsoft Windows NT 6.1.7601 Service Pack 1           Microsoft Windows NT 6.1.7601 Service Pack 1 Name of Registrant/Applicant Microsoft Windows NT 6.1.7601 Service Pack 1 On behalf of/related to the following insurers Microsoft Windows NT 6.1.7601 Service Pack 1 Name Address Microsoft Windows NT 6.1.7601 Service Pack 1 Date: , Microsoft Windows NT 6.1.7601 Service Pack 1 Name, title, address and telephone number of individual to whom notices and correspondence concerning this statement should be addressed: Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 1. ENTERPRISE RISK Microsoft Windows NT 6.1.7601 Service Pack 1 The Registrant/Applicant, to the best of its knowledge and belief, shall provide information regarding the following areas that could produce enterprise risk as defined in s. Ins 40.01 (4m) , Wis. Adm. Code, provided such information is not disclosed in the Insurance Holding Company System Annual Registration Statement filed on behalf of itself or another insurer for which it is the ultimate controlling person: Microsoft Windows NT 6.1.7601 Service Pack 1 (a) Any material developments regarding strategy, internal audit findings, compliance or risk management affecting the insurance holding company system; Microsoft Windows NT 6.1.7601 Service Pack 1 (b) Acquisition or disposal of insurance entities and reallocating of existing financial or insurance entities within the insurance holding company system; Microsoft Windows NT 6.1.7601 Service Pack 1 (c) Any changes of shareholders of the insurance holding company system exceeding ten percent (10%) or more of voting securities; Microsoft Windows NT 6.1.7601 Service Pack 1 (d) Developments in various investigations, regulatory activities or litigation that may have a significant bearing or impact on the insurance holding company system; Microsoft Windows NT 6.1.7601 Service Pack 1 (e) Business plan of the insurance holding company system and summarized strategies for the next 12 months; Microsoft Windows NT 6.1.7601 Service Pack 1 (f) Identification of material concerns of the insurance holding company system raised by supervisory college, if any, in last year; Microsoft Windows NT 6.1.7601 Service Pack 1 (g) Identification of insurance holding company system capital resources and material distribution patterns; Microsoft Windows NT 6.1.7601 Service Pack 1 (h) Identification of any negative movement, or discussions with rating agencies which may have caused, or may cause, potential negative movement in the credit ratings and individual insurer financial strength ratings assessment of the insurance holding company system (including both the rating score and outlook); Microsoft Windows NT 6.1.7601 Service Pack 1 (i) Information on corporate or parental guarantees throughout the holding company and the expected source of liquidity should such guarantees be called upon; and Microsoft Windows NT 6.1.7601 Service Pack 1 (j) Identification of any material activity or development of the insurance holding company system that, in the opinion of senior management, could adversely affect the insurance holding company system. Microsoft Windows NT 6.1.7601 Service Pack 1 The Registrant/Applicant may attach the appropriate form most recently filed with the U.S. Securities and Exchange Commission, provided the Registrant/Applicant includes specific references to those areas listed in Item 1 for which the form provides responsive information. If the Registrant/Applicant is not domiciled in the U.S., it may attach its most recent public audited financial statement filed in its country of domicile, provided the Registrant/Applicant includes specific references to those areas listed in Item 1 for which the financial statement provides responsive information. Microsoft Windows NT 6.1.7601 Service Pack 1 ITEM 2. OBLIGATION TO REPORT Microsoft Windows NT 6.1.7601 Service Pack 1 If the Registrant/Applicant has not disclosed any information pursuant to Item 1, the Registrant/Applicant shall include a statement affirming that, to the best of its knowledge and belief, it has not identified enterprise risk subject to disclosure pursuant to Item 1. Microsoft Windows NT 6.1.7601 Service Pack 1 FORM AA Microsoft Windows NT 6.1.7601 Service Pack 1 CONSENT TO JURISDICTION STATEMENT Microsoft Windows NT 6.1.7601 Service Pack 1 Filed with the office of the commissioner of insurance, Microsoft Windows NT 6.1.7601 Service Pack 1 of the state of Wisconsin Microsoft Windows NT 6.1.7601 Service Pack 1 BY Microsoft Windows NT 6.1.7601 Service Pack 1 _______________________ _______________________ Microsoft Windows NT 6.1.7601 Service Pack 1 Name of Affiliate Microsoft Windows NT 6.1.7601 Service Pack 1 On Behalf of the Following Insurers Microsoft Windows NT 6.1.7601 Service Pack 1 Name   Address Microsoft Windows NT 6.1.7601 Service Pack 1 ___________________________________________________ Microsoft Windows NT 6.1.7601 Service Pack 1 ___________________________________________________ Microsoft Windows NT 6.1.7601 Service Pack 1 ___________________________________________________ Microsoft Windows NT 6.1.7601 Service Pack 1 ___________________________________________________ Microsoft Windows NT 6.1.7601 Service Pack 1 ______________________________________________________________________________________________________ Microsoft Windows NT 6.1.7601 Service Pack 1 Microsoft Windows NT 6.1.7601 Service Pack 1 Date: ________, 20___ Microsoft Windows NT 6.1.7601 Service Pack 1 Name, Title, Address and Telephone Number of Individual to Whom Notices and Correspondence Concerning this Statement Should be Addressed: Microsoft Windows NT 6.1.7601 Service Pack 1 ___________________________________________________ Microsoft Windows NT 6.1.7601 Service Pack 1 ___________________________________________________ Microsoft Windows NT 6.1.7601 Service Pack 1 ___________________________________________________ Microsoft Windows NT 6.1.7601 Service Pack 1 ___________________________________________________ Microsoft Windows NT 6.1.7601 Service Pack 1 ___________________________________________________ Microsoft Windows NT 6.1.7601 Service Pack 1 ___________________________________________________ Microsoft Windows NT 6.1.7601 Service Pack 1 Microsoft Windows NT 6.1.7601 Service Pack 1 CONSENT TO JURISDICTION Microsoft Windows NT 6.1.7601 Service Pack 1 The, (I), __________________, an affiliate of_______________ Microsoft Windows NT 6.1.7601 Service Pack 1   (Affiliate)   (Insurer) Microsoft Windows NT 6.1.7601 Service Pack 1 an insurer authorized to do business in the state of Wisconsin, pursuant to the requirements of ch. 617 , Stats., do hereby consent to the jurisdiction of the Commissioner of Insurance and the courts of the state of Wisconsin. Microsoft Windows NT 6.1.7601 Service Pack 1 SIGNATURE Microsoft Windows NT 6.1.7601 Service Pack 1 _________________________has caused this statement to be Microsoft Windows NT 6.1.7601 Service Pack 1 (Name of Affiliate) Microsoft Windows NT 6.1.7601 Service Pack 1 duly signed Microsoft Windows NT 6.1.7601 Service Pack 1 on its behalf in the city of _________and state of _____________ Microsoft Windows NT 6.1.7601 Service Pack 1 on the ________ day of ___________, 20____ Microsoft Windows NT 6.1.7601 Service Pack 1   Microsoft Windows NT 6.1.7601 Service Pack 1 _______________________________ Microsoft Windows NT 6.1.7601 Service Pack 1 (Name of Affiliate) Microsoft Windows NT 6.1.7601 Service Pack 1 (SEAL) Microsoft Windows NT 6.1.7601 Service Pack 1 BY ____________________________ Microsoft Windows NT 6.1.7601 Service Pack 1   (Name) Microsoft Windows NT 6.1.7601 Service Pack 1 ________________________________________ Microsoft Windows NT 6.1.7601 Service Pack 1   (Title) Microsoft Windows NT 6.1.7601 Service Pack 1 Attest: Microsoft Windows NT 6.1.7601 Service Pack 1 ________________________________________ Microsoft Windows NT 6.1.7601 Service Pack 1   (Signature of Officer) Microsoft Windows NT 6.1.7601 Service Pack 1 ________________________________________ Microsoft Windows NT 6.1.7601 Service Pack 1   (Title) Microsoft Windows NT 6.1.7601 Service Pack 1 CERTIFICATION Microsoft Windows NT 6.1.7601 Service Pack 1 The undersigned deposes and says that he or she has duly executed the attached statement dated ________, 20 ____ , for and on behalf of __________________________________ that he or Microsoft Windows NT 6.1.7601 Service Pack 1   (Name of Affiliate) Microsoft Windows NT 6.1.7601 Service Pack 1 she is the ____________________________ of such company, Microsoft Windows NT 6.1.7601 Service Pack 1   (Title of Officer) Microsoft Windows NT 6.1.7601 Service Pack 1 and that he or she is authorized to execute and file such instrument. Deponent further says that he or she is familiar with such instrument and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge and belief. Microsoft Windows NT 6.1.7601 Service Pack 1 Microsoft Windows NT 6.1.7601 Service Pack 1 (Signature) __________________________________ Microsoft Windows NT 6.1.7601 Service Pack 1 Microsoft Windows NT 6.1.7601 Service Pack 1 (Type or print name beneath)___________________________ Microsoft Windows NT 6.1.7601 Service Pack 1 Microsoft Windows NT 6.1.7601 Service Pack 1 Subscribed and sworn to this Microsoft Windows NT 6.1.7601 Service Pack 1 __________ day of __________, Microsoft Windows NT 6.1.7601 Service Pack 1 Microsoft Windows NT 6.1.7601 Service Pack 1 Notary Public Microsoft Windows NT 6.1.7601 Service Pack 1 My commission expires _________________________ Microsoft Windows NT 6.1.7601 Service Pack 1 Microsoft Windows NT 6.1.7601 Service Pack 1