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NAREIT SFO WORKSHOP. Washington, D.C. September 20, 2010. Agenda. NAREIT D&O Program Update Considerations in selecting a primary insurer NAREIT Form Update New NAREIT D&O Programs Available Excess D&O Program Executive Elite Side A-DIC Program NAREIT EPLI Program Update
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NAREIT SFO WORKSHOP Washington, D.C. September 20, 2010
Agenda • NAREIT D&O Program Update • Considerations in selecting a primary insurer • NAREIT Form Update • New NAREIT D&O Programs Available • Excess D&O Program • Executive Elite Side A-DIC Program • NAREIT EPLI Program Update • Claims Update
NAREIT D&O Program • Considerations in selection of primary carrier • Broad Coverage • Competitive Pricing • Financial Strength • Underwriting Expertise/Commitment to Sector/NAREIT • Claims Handling (expertise, reputation)
Arch Capital Group Ltd. Snapshot • Bermuda based; specialty property casualty insurer/reinsurer • $4.82B in capital at 6/30/10 • $3.5B in gross written premium 2009 • A.M. Best – “A” (Excellent) Class XV – stable outlook • S&P – “A+” (Strong) – stable outlook (upgraded 7/10) • Investment Portfolio - $11.5B, Average duration = 2.9 years, Average Credit Quality = AA+ (75% = AAA); Embedded yield = 3.39% • Capitalization < 10% leverage ($300M senior notes)
Arch NAREIT D&O Policy Form The only Primary D&O policy form endorsed by NAREIT • KEY COVERAGE ITEMS: • Definition of “Controlled Entity” – designed to encompass ownership structures unique to REITs • Definition of “Loss” – includes Section 11, 12 and 15 of 1933 Act in the definition • Definition of Claim/Securities Claim – industry leading scope • ENHANCED COVERAGE TERMS: • Conduct Exclusions – final adjudication can not include suits initiated by the Insurer • Application and Severability – FULLY non-rescindable, limited imputation • Subrogation – Insurer will not subrogate against Insureds • Advancement of defense costs on a current basis
New NAREIT Excess D&O Programs • Excess D&O Insurance for NAREIT Corporate Members • Executive Elite Side-A Excess D&O Liability Insurance for NAREIT Corporate Members • Available Exclusively to NAREIT Corporate Members • Specialized Terms and Conditions Designed Specifically for REITs • Both follow the primary NAREIT D&O policy provided by Arch Capital • Underwritten and Supported by Chubb Insurance Group
Excess D&O Program for NAREIT Corporate Members • Follow Form language to the customized Arch Capital primary D&O program with specific language amendments for the following: • Enhanced Recognition of the depletion of the underlying limit • How the excess policy responds if underlying pays less than full limit • Financial Strength • Claims handling capabilities
Executive Elite Side-A Excess D&OLiability Insurance for NAREIT Corporate Members Coverage Enhancements • Definition of Claim is broadened for Insured Persons named as a target of an investigation • Outside Directorship Liability coverage is enhanced to remove the requirement that a director serves at the request of the Organization • Fiduciary Liability Extension is granted by the use of an amended definition of Wrongful Act to incorporate the acts of insured persons in their Plan Fiduciary capacity for company employee benefit programs • Additional $1,000,000 in limits specifically for independent directors, excess of any additional limits purchased
Executive Elite Side-A Excess D&OLiability Insurance for NAREIT Corporate Members Coverage Enhancements(cont) • Drop-down (DIC) Coverage if: • The Company fails or refuses to indemnify, even if it has an obligation to do so and is financially solvent • If the Company’s Insurance Policy Limits are exhausted, leaving no coverage for the Directors and Officers • If the Company is financially unable to indemnify it’s directors and officers against claims made against them • Is prevented by law (domestic or international) from indemnifying its directors and officers for that particular claim at issue
Chubb Insurance Group Snapshot • U.S. based • Worldwide leader in D&O Insurance • $15.6B in capital as of 8/17/2010 • $11.8B in gross written premium 2009 • Insurance Operations combined ratio of 86% for 2009 • A.M. Best – “A++” (Superior) Class XV – stable outlook • S&P – “AA” (Very Strong) – stable outlook • Investment Portfolio - $42.0B, with $36B in fixed income positions, no direct exposure to sub-prime or CDOs; 80% of tax exempt bonds rated AA or better by S&P and Moody’s, 65% of taxable bonds are U.S. Treasury or Foreign Governments rated AA
EPLI for NAREIT Corporate Members • Broadened definition of Third Party Coverage • Deletion of the Sexual Assault and Battery Exclusion with respect to Third Party Claims • Quality EPLI Panel Counsel • Choice of Counsel option available • Minimum $35,000 sublimit for wage and hour defense • Early Claims Reporting Incentive • 1, 2 and 3 year pre set ERP options • Access to loss prevention services (ChubbWorks)
Claims Environment • General Securities Class Action Trends • Securities Class Action volume 15% lower in 1st half 2010 (SOURCE: STANFORD UNIV.) • 2010 Trend - pick up in filings in the health care and energy sectors • 2010 Trend - “delayed suits” – lag time in filing from end of class period reverting back to historical time frames • Securities Class Action filings: Federal Securities Fraud Class Action Litigation
REIT Claims Environment • M&A related (bump up) • Bankruptcy/LBOs • Joint Venture Litigation • Lender Litigation – “jingle mail” • Are large derivative settlements next?
Conclusion • Commitment to REIT community for 20 years • NAREIT D&O Policy available only to NAREIT Corporate Members • Additional Management Liability Options available • Exclusive Program Administrator • Strong underwriting partners