Filings Made Easy for Life, Health and Licensing

2. Filings Made Easy for Life, Health and Licensing Company Licensing and Registration Division

3. Presenters Godwin Ohaechesi, Director Susan French, Team Coordinator Tina Martinez-Saucedo, Securities Custodian Chris Osuna, Insurance Specialist

4. Activities that impact a Company�s License and/or Charter Overview of the Licensing Process Corporate Transactions Statutory Deposits Company Detail Information Q&A

5. Overview of the Licensing Process CL&R creates and/or licenses/registers stock insurers, Lloyds, Reciprocal Exchanges, Stipulated Premium Companies, Mutuals, HMOs, MEWAs, SIGs, CCRCs, Group Hospital Service Corps, Title Insurers, Mexican Casualty Insurers, Non-Profit Legal Corps, RRGs, Surplus Lines Companies, Purchasing Groups. Uniform Certificate of Authority UCAA Primary Application http://www.naic.org/industry_ucaa_primary.htm UCAA Expansion Application http://www.naic.org/industry_ucaa_expansion.htm

6. Corporate Transactions Name Change and Home Office Change Increase or Decrease in Authorized capital/shares Underwriter Substitution and Change of Attorney-in-Fact Add/Delete Line of Business Service Area Expansion/Decrease Merger Assumption Reinsurance Redomestication Withdrawal Plans and Resume Writing Lines of Business Cancellation of License and Dissolution of Charter Corporate Amendment Application http://www.naic.org/industry_ucaa_corp_amend.htm

7. Corporate Transactions Name Change Home Office Change Authorized Shares/Par Value Change of Attorney In Fact Adding/Deleting Line of Business (maybe)

8. Corporate Transactions Identify the amended article and provide a statement of its text as changed. The date of adoption of the amendment by the shareholders. The number of shares outstanding and entitled to vote. The number of shares that voted for and against the amendment

9. Corporate Transactions If the shares of a class are entitled to vote thereon as a class-State the designation and number of outstanding shares entitled to vote on each class shown. State the number of shares of each such class voted for and against the amendment. Board of Directors� Resolution � The BOD Resolution must set forth the proposed amendment and direct that the amendment be submitted to a vote at a shareholders� meeting. Shareholders� Resolution � Must state the text of the amendment and date of adoption by the shareholders and must bear original signatures, or submit Written Consent of Shareholders, with original signatures of all shareholders entitled to vote.

10. Corporate Transactions Name Reservation (for name change only) UCAA 1C UCAA 2C Name change endorsements � policyholder notice Filing Fee Domestic Insurers � Submit amended/re-stated Articles of Incorporation/Charter Foreign Insurers � Submit Certified copy of amended Articles of Incorporation and By-laws Foreign Insurers � Submit amended service of process documents (UCAA Form 12)

11. Corporate Transactions Articles of Merger � Including the Plan of Merger Policyholder Notice � Merger Endorsement Financial impact of the merger Certified copies of other regulatory approval Original license or affidavit stating the original is lost Filing fee

12. Corporate Transactions Documentation verifying that shareholders for each merging party were properly notified and 2/3�s approved the merger. Not applicable if the merging parties are affiliated. Documentation verifying if the consummation of merger will create any non-admissible assets; designation of the surviving party�s home office; verification if the merger will create treasury stock for the survivor. Documentation verifying that all overhead assessment fees due the Department have been filed and paid � situation: Domestic insurer merging into foreign insurer. Documentation verifying that all premium taxes have been paid � Situation: Surviving party is not licensed in Texas.

13. Corporate Transactions Form 1C, Form 2C Original license or lost license affidavit for non-surviving party Respective domiciliary state approvals If necessary, any amended charter documents, business plans, etc

14. Corporate Transactions Total (all the business) vs. Partial (a portion of business) Common in the life/health industry Assumption Certificates � a structured format for endorsing the policy to inform the policyholder of the new insurer Settlement Agreement � How much did it cost to acquire the business? Balance Sheet � Reflects the impact of the transfer of business on the acquiring party�s surplus

15. Corporate Transactions Certified copies of the Reinsurance Agreement Assumption Certificate Settlement Agreement Balance Sheet

16. Corporate Transactions Foreign to Domestic Domestic to Foreign Foreign to Foreign

17. Corporate Transactions UCAA From 1P � Checklist UCAA Form 2p � Application UCAA Form 3P � Lines of business and business it is currently transacting UCAA Form 7P � Statutory Deposit Business Plan � UCAA Form 8 Questionnaire, narrative supporting answers, and UCAA Form 13 Pro-formas Form B Any SEC or GAAP Consolidated Statements Debt to Equity Ratio � Any debt at the holding company level that the insurer is expected to service

18. Corporate Transactions Any asset custody agreement Re-stated Articles of Incorporation By-laws, compliant with Texas Insurance Code Current Annual Statement Current Quarterly Statement RBC Report CPA Report Exam Report Certificate of Compliance (Form 6)

19. Corporate Transactions UCAA Form 1C UCAA Form 2C Certified copies of new charter documents Service of process UCAA Form 12 � No longer a domestic, as a foreign insurer must establish a person/entity in Texas to accept legal process New state of domicile approval Any other relevant amendments, i.e. change in officers, etc.

20. Corporate Transactions Pursuant to Texas Insurance Code 983.053, it must be determined that the insurer�s proposed redomestication will: Not to be detrimental to its Texas policyholders. Not impair the insurer�s surplus, nor result in a material change in the insurer�s lines of business. Furthermore, 983.053 requires that both supervising regulatory officials of the current and proposed State approve the redomestication. If the redomestication is related to an acquisition, the Form A must be approved by the Department, unless certain criteria are met.

21. Statutory Deposits

22. Statutory Deposits Form 120 � Establishing a deposit Form 121 - Withdrawing a deposit Checklist for Placing Securities on Deposit CL&R Website http://www.tdi.state.tx.us/licensing/company/index.html

23. Company Detail Information Keep us updated, minimizing the time and effort it takes in chasing down this information. Do not wait, immediately notify us of: Changes in officers/directors; Changes in mailing address; and Changes in phone numbers/fax numbers. This is information that we maintain for the public, the industry, and other regulators. Its accuracy is critical. Please reply to Company Licensing Detail Sheet requests ASAP. Proposed Rule for Company Information Exploring opportunity for insurers to update their profile in an automated web based format

24. Questions??? Godwin Ohaechesi, 512-322-5076 Susan French, 512-305-7203 Chris Osuna, 512-305-7209 Tina Martinez-Saucedo, 512-322-4374