RISK MANAGEMENT CONSULTANTS SM

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RISK MANAGEMENT CONSULTANTS SM
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     ICA... A Treasured History

 1   ICA... Protector of Policyholder's Interests

 4   Risk Management Program Audit &
     Marketing Services

 6   Mergers & Acquisitions Due Diligence
     Consulting Service

 8   Contractual Review of Insurance Clauses,
     Indemnification Clauses & Lease Language

 9   Design & Management of Certificate of
     Insurance Program

10   Directors & Officers Risk Assessment Service

12   First Party Property Claims Preparation
     & Recovery Service

14   Employee Benefit Consulting Service

16   Expert Witness & Litigation Support Service

18   Additional ICA Services

19   List of Client Industries
RISK MANAGEMENT CONSULTANTS SM
ICA....
A TREASURED HISTORY

   - n the early years of the past        work in 1947. He learned the             can vary so significantly and
                                          business of insurance and risk           must be challenged, not just
-1  century, Saul Ackerman and
    Irving Bean, both accountants         identification from the stand-           blindly accepted.
and attorneys, determined that            point of the unbiased third
there was no service offering             party, the nuances of the insurance      Finally, as counselors, the founders
objective risk and insurance              contract, the pitfalls of the            of ICA sought to provide invalu-
assessment for business.                  insurance community, and how             able counsel to their clients in all
                                          a business owner can benefit             areas of risk management.
Seizing on the opportunity, they          from pure consultative guidance.
developed a specialty in advising         In 1956, George Wall and                 ICA has grown from a small
their clients on what to look for         Irving Bean established Insurance        boutique insurance consulting firm
in their policies, how best to            Consulting Associates, ICA.              to a national risk management
contractually protect their               Their motto was the pursuit of           consulting firm comprised of a
assets from physical loss, and            the Four C's of Insurance:               multi-talented, diverse collection
how and where to purchase                 Coverage, Company, Cost and              of professionals.
their insurance. ICA's founders           Counsel.
started providing insurance                                                        Barron S. Wall joined ICA in 1973,
consulting services on afee-for-dervice   First, they stressed that an insurance   and he and the current Associates
basis only, thereby becoming              contract provides coverage and that      have worked together for many
the pioneers in the industry we           each and every term within that          years to grow ICA into the suc-
know today as risk management             contract is negotiable, amendable,       cessful service firm it is today.
consulting.                               and improvable.
                                                                                   ICA is currently rated as one of
It was under the tutelage of these        Second, the insurance company            the top risk management firms in
two individuals that the late             insuring a client must be solid,         North America, and serves clientele
George Jack Wall, a summa cum             secure, ethical, and trustworthy.        both nationally and internationally.
laude MBA graduate of New                                                          ICA looks forward to another
York University, first came to            Third, the cost of insurance             hundred years of success.

                                                                                   In Memoriam to ICA's Founder -
                                                                                   George Jack Wall, CLU, 1925 - 1994

                                                             I
RISK MANAGEMENT CONSULTANTS SM
II C
  CARISK MANAGEMENT CONSULTANTS=""

I
     CA's founders recognized the         improvements, to assure that they
     inherent conflict of interest that   are accessing and applying the
     exists between the policyholder      most current and cost effective
and their own insurance brokers,          risk management solutions.
agents or insurance companies who are
driven by their own need to sell          ICA implements these solutions
insurance products and not always         and monitors the client's service
for the good of the policyholder.         providers including brokers,
                                          agents, insurance companies                  Protector of
As risk management professionals,         and other insurance professionals,          policyholder's
ICA's Associates fill this gap by         to assure the client's assets and
providing experienced, unbiased           business endeavors are properly
                                                                                        interests.
counsel and uncomplicated advice          protected from a risk management
to clients. ICA's professionals           perspective.
                                                                                 ICA provides
design and implement the most
                                                                                 the following services:
optimal and cost effective risk           ICA sells no insurance, accepts
management programs based on              no commissions and does not
                                                                                 • RISK MANAGEMENT
superior risk management strategies       participate inany premium savings.
                                                                                   CONSULTING
that are not generally recommended        ICA is a pure consulting firm paid
by insurance providers.                   on a fixed fee, time and expense,
                                                                                 • EMPLOYEE BENEFIT
                                          or project basis only. ICA remains
                                                                                   CONSULTING
As former CEOs and CFOs,                  objective, motivated solely to
ICA's Associates perceive risk            design and implement a compre-
                                                                                 • EXPERT WITNESS &
from the business owner's view-           hensive and affordable risk man-
                                                                                   LITIGATION SUPPORT
point rather than that of the             agement program for its clients.
insurance industry.                       With ICA as your advocate, you
                                                                                 • EXECUTIVE INSURANCE
                                          are able to flourish in the business
                                                                                   REVIEW
ICA strives to provide the highest        you know best, assured that your
level of intellect, creativity and        risk management concerns are
                                                                                 • BUSINESS CONTINUITY &
awareness in developing and managing      properly protected.
                                                                                   DISASTER PLANNING
the client's risk management and
insurance programs.                       ICA advises clients in a wide
                                          spectrum of industries that collec-
ICA's Associates actively study the       tively spend billions of dollars
insurance marketplace to remain           for risk management products
knowledgeable of all developing           annually. For a detailed listing of
insurance coverage changes,               ICA's areas of expertise, see the
trends, programs, and policy              List of Client Industries.

                                                          -3-
RISK MANAGEMENT CONSULTANTS SM
Mergers & Acquisitions
     Due Diligence Consulting Service

                                   A
                                            company's merger and
                                            acquisition decisions present
                                            unique risk management
                                   challenges that are not readily
                                   identified from a mere examination
                                   of a company's contracts and
                                   financial statements. Even experi-
                                   enced accountants and attorneys
                                   can find the task difficult.

                                   Overlooking risk management
                                   issues could give rise to unforeseen
                                   liabilities and costs after the
                                   acquisition is completed. Many a
                                   failed acquisition has led to lawsuits
                                   against directors and officers. And
                                   in many cases the prime cause
                                   turns out to be a failure to recognize
                                   all liabilities and exposures attendant
                                   with the acquisition, even when the
                                   merger was intended as merely a
                                   purchase of assets!

                                   Given the tight timeframe within
                                   which most mergers and acquisitions
                                   need to be consummated, ICA's
                                   consultants are invaluable due
                                   diligence team members. They
                                   provide the confidential support and
                                   expertise the client's accountants,
                                   attorneys and management team
ICA provides confidential advice   need to evaluate the acquisition from
       and support to the          a risk management perspective.

   client's acquisition team.

                         6
RISK MANAGEMENT CONSULTANTS SM
Overloaded
                                                                                 Electronics Firm
                                                                                   Shocked by
                                                                                     Savings

ICA's Mergers & Acquisitions Due        costs from retrospectively rated
Diligence Consulting Service            programs, possibly caused by plant
includes the following:                 closings, retentions, self-insured
                                        plans, "tail" and "terminal" liability
• Assist the client in developing a     obligations.
checklist of documents to be obtained
and questions to be asked, from a       • Advise the client on minimizing the    A multinational electronics
risk management perspective, to         risks of financial loss assumed by       client acquired a house-
properly evaluate the acquisition.                                               hold products company.
                                        the client when taking over leases
                                                                                 Each company had claims
                                        and other contracts.
                                                                                 departments and third
• Review the target company's assets,
                                                                                 party administrators
locations, operations and exposures
and advise on how these could
                                                    ICA                          (TPA) to manage prod-
                                                                                 uct liability claims.
affect the client's future insurance              is your
coverage availability and premiums.            due diligence                     The TPA employed local

• Review the transaction agreement
                                                  expert.                        counsel, and together
                                                                                 they reported claims to
from a risk management perspective                                               the insurance company.
with regard to the target company's     • Analyze "hold harmless" and            This arrangement caused
insurance program, including            "indemnification" clauses in the         significant cost and
products and operations liability,      transaction agreement and other          reporting redundancies.
employee benefits, environmental        critical agreements, suggesting
matters, workers compensation, etc.     changes for the client to review         ICA recommended selecting
                                        with their counsel to meet the           a national claims counsel
• Review the target company's           client's risk transfer objectives.       with presence in numer-
claims filed (both accepted and                                                  ous cities, acceptable to
denied) under all lines of insurance,   • Advise the client on compliance        the insurance company,
discontinued operations and products.   and notice requirements under the        to act as both TPA and
                                        client's and the target's insurance      local counsel, thus elimi-
• Advise the client on potential        programs triggered by the acquisition,   nating layers of cost
hidden liabilities and excessive        such as "Discovery" period elections.    generation based on
                                                                                 the insurance defense
                                                                                 handling specifications
                                                                                 produced by ICA.

                                                                                 With ICA's creative
                                                                                 approach the client saved
                                                                                 $2.5 million in defense costs
                                                                                 over the next three years.

                                                         -7-
RISK MANAGEMENT CONSULTANTS SM
Contractual Review of Insurance
         Clauses, Indemnification Clauses
                & Lease Language

                                             L
                                                     egal and business perspectives
                                                     are not always in line with
         „,000
busi•ness,r                                          the risk perspective. Therefore,

1.        ,ness.                             these documents should be reviewed
                                             by not just your attorneys,

 1. T           occupation             ar
                                             accountants and insurance brokers,
                                             but also by a risk management
foop                                         professional trained in evaluating
                                             what risks lie within the contract,
                                     est d
                                             and how best to transfer or manage
    immercial, industrial, or                that risk. An analysis is necessary
2.                                Dar        to understand the risks inherent in
    business.                                the agreement, which may not be
                                             readily apparent to other profes-

4. Vi
      ommercial enterprise . Busii           sionals representing you.

                                             Whether it be a lease, a merger or
5. Co, me or amount of co' . her bL          acquisition agreement, a licensing
6.                                           of a new product, or any contract

 1. One's .'rcial dealing  'r interest       requiring one party to hold harm-
                                             less or indemnify another, the
    (Calvin                                  nuances in the drafting can have
 2. Something involving one persoi   's no   grave consequences on a business.

                                             ICA's staff of attorneys and other pro-
                                             fessionals, well-versed in insurance
                                             contract language, can review your
                                             existing or proposed agreements.
                                             ICA will make recommendations
                                             to pass the risk of loss to the party
                                             better suited to handle the exposure.

    All contractual agreements               Once the language is finalized,
      have a certain level of                ICA assures that the party to
                                             whom the risk of loss is falling is
 hidden risk associated with them.           adequately insured. This may
RISK MANAGEMENT CONSULTANTS SM
Client Prevented
                                                                                          From Winding
                                                                                            Up In The
                                                                                            Doghouse

    include properly naming the other         ally protecting the client as it should.
    party as an additional insured,
    through both a certificate of             ICA assists clients by not only
    insurance and actual insurance            reviewing and recommending certain
    policy endorsements.                      language inthe agreements before
                                              they are signed, but also by working
       DESIGN & MANAGEMENT OF                 with the client to establish an
             CERTIFICATE OF                   effective program of insurance cer-
          INSURANCE PROGRAM                   tificate management.
                                                                                         A leather apparel manu-
    In many business agreements, one                                                     facturing client advised
    party is required to indemnify or
                                               ICA's experts assure                      ICA that multiple
    hold harmless the other, by pro-               that a client's                       break-ins had occurred
    viding both adequate insurance                                                       at their warehouse.
                                                insurance program
    protection and contractually
    agreeing that it will defend and              meets the needs                        The client hired a secu-
    indemnify the other party in the             of its contractual                      rity company with a
    event of any claim relating to the                                                   guard dog operation to
                                                     obligation.                         release dogs to patrol
    terms of the subject agreement. Yet
    so many businesses simply rely on                                                    the property at night.
    the terms of the agreement itself as      ICA creates guidelines for requisition
    its only means of protection.             and validation of accurate certificate     ICA reviewed the contract
                                              documentation. One critical compo-         with the guard dog
    Too often, ICA's experts have seen        nent includes a review of the third        company to find that:
    these agreements, insurance con-          party's insurance policies and endorse-
    tracts, and endorsements that purport     ments to assure adequate coverage          1) the client was indem-
    to protect the client's business inter-   is provided from that party's insurer      nifying and holding
    ests in a particular agreement, but       by actual endorsement.                     harmless the security
    merely refer to outdated and inaccu-                                                 company, and...
    rate insurance clauses or coverages       ICA manages the program on the
    that provide little or no protection.     client's behalf or trains the client's     2) the security company
                                              staff to perform all language              was offering no insurance
1   ICA provides expert insight to assure     analysis and follow up for the             for injury to third parties
    that the certificates and endorsements    certificate program, based on the          or employees of the client.
    demanded by the contractual agree-        client's direction and own staffing
    ments a company enters into are actu-     requirements.                              Based on ICA's recommen-
                                                                                         dation, the client immedi-
                                                                                         ately replaced the security
                                                                                         company with one that
                                                                                         would assume all risk of
                                                                                         injury from their dogs and
                                                                                         provide proper coverage.

                                                                 -9-
RISK MANAGEMENT CONSULTANTS SM
Directors & Officers
       Risk Assessment Service

                                         ne critical area often

                              0          overlooked is how the
                                         corporation's directors &
                              officers liability coverage is affected
                              by the changes instituted by the
                              corporation and the board to
                              comply with Sarbanes-Oxley and
                              the new SEC rules.

                              Care has to be exercised in
                              amending the corporation's
                              bylaws, instituting procedures and
                              controls, and implementing them
                              to ensure that these are congruent
                              with the conditions of the corpora-
                              tion's D & 0 Liability Policies.

                              ICA's professionals, experts in the
                              area of directors & officers liability
                              insurance, can be invaluable to the
                              client and its counsel. ICA can
                              offer advice and support on how
                              insurance coverage for the corpora-
                              tion and its directors and officers
                              should be tailored to respond to
                              these changes.

 The Sarbanes-Oxley Act       ICA's Directors & Officers
and the rules promulgated     Risk Assessment Service includes
                              the following:
  by the SEC have cast a
    significantly higher
   level of responsibility
on a corporation's board,
 audit committee, and its
  directors and officers.

                     - 10 -
RISK MANAGEMENT CONSULTANTS SM
Holes In Bylaws
                                                                               Were Draining
                                                                               Director/Officer
                                                                                  Coverage

• Reviewing the client's bylaws as      audit committees, Side A coverage,
they relate to indemnification of       entity coverage, order of payments,
directors & officers.                   specific policy exclusions, sever-
                                        ability, restatement, etc.
• Reviewing individual indemnifi-
cation agreements with directors
& officers.                                New SEC rules
                                                                               A federal financial institu-
                                             require an                        tion retained ICA's "Sox
• Reviewing the applicable state's
                                         assessment of your                    Services" to perform a
laws relating to indemnification,
                                            Directors and                      risk assessment of its
punitive damages, etc., relative to
                                                                               bylaws and indemnification
the bylaws and the indemnification       Officers Insurance                    agreement.
agreements.                                   Program.
                                                                               ICA found numerous dis-
• Reviewing the client's Directors                                             crepancies between the
& Officers Liability Policies and       • Providing benchmarks and other       language of the bank's
advising on inconsistencies             comparative information for the        bylaws and the wording in
between the policies and the            client's choice of Directors &         their Directors and
       ' demnification agreements.
bylaws/in                               Officers Liability Policy limits,      Officers Liability Policy
                                        retentions, combination of coverages   which would have prevented
• Reviewing Sarbanes-Oxley and          and insurance companies.               full coverage from being
SEC rules promulgated thereunder                                               available if a director or
vis-a-vis the client's Directors &      • Advising the client on develop-      officer was sued.
Officers Liability Policies and         ments in the directors & officers
advising on potential scope and/or      liability insurance marketplace,       Furthermore, ICA pointed
lack of insurance coverage for          including newly evolving policy        out that the broad wording
probable causes of action likely to     forms and endorsements, impact         of the bank's indemnifi-
arise from the implementation of        of ongoing SEC rule promulgation       cation obligations
the Act and the SEC rules.              on directors & officers liability      would require it to
                                        insurance coverage and other           indemnify even where a
• Advising on insurance coverages       matters of concern (from a risk        director or officer is a
and alternatives available to           management and insurance               plaintiff against the
address specific exposures and          perspective) to the client's           bank, clearly an unin-
issues such as independent directors,   directors and officers.                tended and potentially
                                                                               significant cost.

                                                                               The bank altered its
                                                                               documents based on
                                                                               ICA's recommendations.
First Party Property Claims Preparation

               Recovery Service

                                  Many insurance companies
                                              now include coverage
                                              for the expense of claims
                                  preparation fees. ICA's First Party
                                  Property Claims Preparation and
                                  Recovery Service addresses all
                                  coverages within the client's prop-
                                  erty policy, from building loss,
                                  business interruption, extra
                                  expense, clean up and demolition,
                                  from subrogation through conclu-
                                  sion — all within the terms of the
                                  property policy. Public adjusters
                                  will offer to adjust a loss on a contin-
                                  gency fee, which is not covered by
                                  insurance companies, resulting in a
                                  conflict of interest. ICA's vantage
                                  point as an unbiased professional
                                  property claims management
                                  service can assist an insured in
                                  developing and handling its prop-
                                  erty claims with the added benefit
                                  of having the cost of its fees covered
                                  by the policy.

                                  ICA's First Party Property Claims
                                  Preparation & Recovery Service
                                  includes the following:

                                  • Evaluate the total impact of a
           ICA provides           loss on a client's business and prof-
                                  itability. This includes loss aspects
      step-by-step guidance       of building, demolition and increased
in the handling and development   cost of construction, personal
                                  property replacement cost issues,
          of first party          business interruption, contingent
                                  business interruption, ingress/egress,
       property loss claims.      extra expense, pollutant clean up,
                                  along with any concurrent insur-
                                  ance policy sources.

                       - 12 -
This Time
                                                                                     The Check
                                                                                    Really Was In
                                                                                      The Mail

• Business interruption losses           • Identify any issues that may affect
can encompass losses resulting           recovery and work with the insur-
from service interruption, payroll       ance company, claims personnel and
impact, contingent business              others through dialogue and nego-
interruption and extra expense,          tiation to expedite settlement.
cancelled contracts, lost business
ventures, extended period of             • Pursue Interim Loss Payments           ICA's shopping center
indemnity issues, and the like,          from the insurance company in            client in Louisiana
which should be separately               order to continue business as closely    suffered millions in losses
evaluated following each claim.          to pre-loss cash flow as possible.       from Hurricane Katrina.
                                                                                  After ten months, the
• In handling business interruption                                               client's broker and
claims, ICA controls the claim               Interim loss
                                                                                  public adjuster failed to
preparation process from start to        payments can make                        obtain any remuneration
finish. ICA manages each compo-          or break a company.                      from the insurer.
nent of the claim, including under-
taking detailed analysis and calcu-                                               ICA was engaged to
lations of all elements of coverage.     • Evaluate all subrogation possi-        perform claim preparation
This includes a review of original       bilities, and pursue each possible       services and within
books, sales and profitability history   party with supporting documen-           weeks, the insurer
and projections, and loss measure-       tation, contracts, agreements, and       tendered a $5 million
ment, in order to create supporting      loss information.                        advance payment to
exhibits and any supplementary                                                    the client to commence
information necessary for claims         • Negotiate on client's behalf with      repairs as a result of
submission.                              subrogee and any relevant parties,       ICA's intervention and
                                         to obtain optimal recovery.              request to the insurance
• Loss measurement criteria includes                                              company for these
a study of the necessary length of       • In the alternative, where the          funds. In addition, ICA's
defined period of interruption,          client has retained a public adjuster,   claim preparation fees
continuing costs, any fee based          ICA manages and oversees the             were covered under
income, lost trading profits,            public adjuster's performance to         the client's policy.
interest rate and spread of losses,      ensure the claims process results
any outsourced process delays or         in the most favorable recovery           The basic premise of
delays in product offerings.             for the client.                          insurance is to put the
                                                                                  client back into the
                                                                                  position he was in prior
                                                                                  to the loss as soon as
                                                                                  possible, not to wait
                                                                                  until a claim is com-
                                                                                  pletely calculated.

                                                         -13-
Employee Benefit
            Consulting Service

                                 I
                                    t is increasingly difficult to
                                    find an insurance company
                                    that offers fairly priced,
                                 consumer friendly, and reliable
                                 employee benefits.

                                 Insurance buyers are constantly
                                 being bombarded by insurance
                                 brokers pushing a variety of health
                                 insurance programs that the insur-
                                 ance buyer does not understand.

                                 ICA's objective counsel assists
                                 the client in evaluating insurance
                                 companies and brokers. ICA will
                                 explain the confusing insurance
                                 language to the client and assure
                                 that the insurance premium
                                 obtained is easily understandable
                                 and cost competitive.

                                 ICA's Employee Benefit Consulting
                                 Service includes the following:

                                 • Identify risk exposures stemming
                                 from group health insurance and
                                 other employee benefit plans.

                                 • Analyze current plan design then
                                 compare and evaluate employee
                                 need to employer cost.

 Everyday we hear news           • Audit insurance policies,
  of increasing costs of         endorsements, and invoices to
                                 verify rates and premiums for
delivering health services.

                      -   I-1-
TPA Negotiation
                                                                               Was Just What
                                                                                 The Doctor
                                                                                  Ordered
                                                                                   Mrs •

                                                                                   Dr. 1344.

existing policies; analyze policies     • Assist in pre-screening a
for errors, omissions, overcharges      managed care network to obtain
and other deficiencies.                 competitive rates and pre-arranged
                                        discounted fees.
• Prepare specifications, obtain and
analyze quotations, and submit          • Obtain proposals from audit
recommendations to management.          firms specializing in medical claims
                                        to audit the ongoing program
• Conduct negotiations with             and protect the validity of claims     During a health benefits
insurance companies, brokers and        accumulated toward the aggregate       and prescription drug
agents to effect policy language        stop loss.                             plan marketing project
changes during the purchase or                                                 for a manufacturing
renewal of insurance.                                                          client, ICA uncovered a
                                              ICA assists                      situation where the pre-
• Assist in the selection of third-         in keeping the                     scription drug program
party administrators as well as                                                was offering price
reviewing their agreements to
                                                cost of
                                                                               rebate concessions to
obtain favorable terms.                    employee benefits                   the client's third party
                                            under control.                     administrator (TPA).
• Review and critique existing or
assist in the development of new                                               Rather than replacing
employee manuals, in an effort to       • Evaluate the effect of incentive     the TPA, ICA openly
reduce insurance premium costs          programs in conjunction with well-     addressed the situation
in employee benefits liability,         ness programs in order to further      with the TPA, advising
fiduciary liability or directors and    reduce claims costs.                   that the client would
officers liability policies by incor-                                          move to a competitor if
poration or amendment of certain        • Assist in purchasing specific and    these price concessions
language in the manual.                 aggregate stop loss insurance.         were not removed, even
                                                                               if this was a common
• Review the entire scope of claims     • Establish captive licensing.         practice of prescription
utilization to develop an effective                                            drug companies.
cost containment program.               • Review employee benefits liability
                                        and fiduciary liability exposures      ICA negotiated these
• Analyze the potential for bringing    arising from in-house claims           concessions out of the
claims administration in-house.         administration.                        TPA's "backdoor" program
                                                                               so that the dollars were
                                                                               re-routed back into the
                                                                               client's pocket.

                                                       -15 -
Expert Witness &
           Litigation Support Service

                                         CA's consultants, which

                                     /   include many former insurance
                                         defense attorneys, are experts
                                     in uncovering the nuances in an
                                     insurance policy's language. This
                                     can mean the difference between
                                     coverage or no coverage.

                                     As a pioneer in the field of risk
                                     management, ICA maintains an
                                     extensive archival Library &
                                     Research Center that contains
                                     historical policy forms, insurance
                                     company literature and marketing
                                     material, and resources on the
                                     developing customs and practices
                                     in the insurance industry. Such
                                     documents have been found
                                     helpful in proving insurance
                                     company intent during the policy
                                     drafting stage. Many times such
                                     documents have been the deter-
                                     mining factor in resolving a case in
                                     the client's favor.

                                     ICA's Expert Witness & Litigation
                                     Support Services are provided by
                                     highly qualified Associates and
                                     consultants, who hold respected
                                     professional designations, such as
        ICA's expertise and          JDs, CPAs, MBAs, CPCUs,
                                     CICs, CRMs and ARMs.
 insight into insurance litigation
      is often sought out by
even the most reputable law firms
     and seasoned litigators.

                         - 16 -
Faulty Umbrella
                                                                                      Policy Almost
                                                                                      Soaks Client

It is therefore critical to engage        and business interruption losses
well-qualified litigation support         and negotiate with insurance com-
and expert witness services, even         pany adjusters and accountants.
at the commencement of the
claim/litigation process.                 • Research and provide Expert              ICA was retained by the
                                          Witness Reports for submission to          law firm representing a
As insurance claims have become           courts in support of the client's          Condo Association who
larger and more frequently                position.                                  sued a contractor for
contested, these costs have a                                                        sub-par work performed
significant impact on a company's         • Assist in auditing premium               on its building by a
bottom line.                              development under retrospective,           subcontractor.
                                          deductible and other loss sensitive
ICA's Expert Witness and Litigation       rating plans, as well as permissible       The contractor's general
Support Services include the following:   rates and charges.                         liability policy had paid
                                                                                     its limits, but its
• Provide objective, expert advice in                                                umbrella policy had
insurance-related litigation, insurance       With insurance                         denied coverage based
coverage and claims handling issues.                                                 on a policy exclusion
                                          litigation, finding the
                                                                                     for "work performed by
• Advise and testify on customs
                                                right expert                         others on your behalf'.
and practices in the insurance                   is a must.
industry, including prevailing                                                       ICA testified that since
insurance regulations, underwriting                                                  the schedule of underlying
criteria, accepted industry practice,     • Provide assistance and advice to         insurance on the umbrella
broker standard of care and man-          in-house and outside counsel during        policy listed "broad form
agement issues.                           all stages of litigation.                  property damage"
                                                                                     endorsement, the insur-
• Compare and analyze policy forms        • Assist in managing documents for         ance company could not
and endorsements for coverage             litigation, including re-creation of old   now assert an internal
and/or exclusions with respect to         or lost insurance policies and endorse-    exclusion to override
specific claims.                          ments, and provide other insurance         the listed endorsement.
                                          archeological services, including
• Assist in developing reliable loss      reconstruction of probable policy          Based on ICA's testimony,
computations for property damage          wordings in the absence of a policy.       the court declared the
                                                                                     umbrella policy "follow
                                                                                     form" and full coverage
                                                                                     was available providing
                                                                                     another $2.5 million for
                                                                                     damages to the client.

                                                           -17-
Additional ICA Services
    EXECUTIVE INSURANCE REVIEW              ever. Accountants and attorneys often       over claims handling, and retain a
Corporate officers and business owners      refer their clients to ICA for assis-       third-party administrator or a nation-
spend hours assuring their businesses       tance in seeking the replacement of         al claims counsel to handle the first
are protected, yet may have little time     cancelled insurance or to find insurance    dollar claims. But before long, expenses
to address their own personal assets,       when the client's own efforts to obtain     increase, claims are not settled early,
life insurance, disability and estate       coverage have failed. This service pro-     or are not fought with a focus on
planning needs. ICA undertakes an           vides the client with the wherewithal to    cost. ICA's extensive experience in
objective risk management analysis          escape the constraints of bankruptcy        coordinating the retention of TPA's
and critique of an individual's person-     and return to fmancial stability.           and national claims counsel can assist
al insurance policies and estate plan-                                                  with managing and controlling the
ning objectives, relating to family,             LEASE ANALYSIS & EXPENSE               relationship, establishing guidelines, and
business and future needs, and assists        RECAPTURE CONSULTING SERVICE              monitoring the service to compare its
in the development of an optimal personal   Commercial landlords frequently             productivity with other service providers.
risk management and insurance program.      pass along costs to a tenant even
                                            though they should have retained             WORKER'S COMPENSATION CLAIMS
 BUSINESS CONTINUITY & DISASTER             such costs. Sometimes the landlord                   MANAGEMENT SERVICE
      CONTINGENCY PLANNING                  fails to transfer charges that should       Excessive workers' compensation
Businesses must be armed against a wide     be absorbed by the tenant. In either        insurance costs are the result of
range of critical catastrophes such as      event, one party is giving up the           increased rates, severity and frequency
explosions, terrorist attacks, sabotage,    opportunity to capitalize on the lease      of work-related injuries, and the
biological contamination, fires, or         language by failing to enforce the          consequent medical and lost-time
computer network crashes. ICA has           lease clauses. For landlords and ten-       costs. Within the law, an employer
formed strategic alliances with qualified   ants alike, ICA's Lease Analysis and        can and should take charge of man-
vendors to provide step-by-step guidance    Expense Recapture Consulting                aging an employee job-related injury.
inthe development of a sound Business       Service provides an analysis of the         Properly directed and managed, a
Continuity and Crisis Management            lease, to utilize such language to          controlled medical cost management
Plan to assure the critical business        recapture payments due.                     and back-to-work program will dras-
operations move forward as seamlessly                                                   tically reduce workers' compensation
as possible.                                THIRD-PARTY CLAIMS MANAGEMENT               program costs, boost the employer's
                                                       & AUDIT SERVICE                  bottom line and improve employee
 OUT-SOURCED RISK MANAGEMENT                If unmonitored, general liability claims    morale. ICA's goal is to help the
            & PLACEMENT                     administered by a third party or national   client control the workplace so there are
ICA provides risk management                advisory counsel can balloon beyond         no lost-time accidents.
services as an off-premises risk man-       control and lead to cost increases. This
agement department to meet client's         defeats the purpose of adopting a high          ENVIRONMENTAL MANAGEMENT
needs. ICA also develops the Risk           deductible or self-insured retention                  CONSULTING SERVICE
Management departments for compa-           program. ICAs Third-Party Claims            Clients often face insurance-related
nies in need of these in-house servic-      Management & Audit Service assists in       environmental issues. Whether it is a
es by finding the most qualified staff.     claims and costs control. Clients gain      real estate transaction complicated by
And with access to highly qualified         valuable information about the nature,      an environmental challenge or a
professionals seeking challenging           frequency and severity of their claims,     property made uninsurable due to
positions, ICA provides assistance in       as well as the claims-management            environmental concerns, ICA assists
selecting and training in-house risk        mechanism of insurance companies            by researching and facilitating an insur-
management personnel.                       and third-party administrators.             ance vehicle to satisfy the concerns of
                                                                                        all parties, allowing the deal to succeed.
        REORGANIZATION AND                    AUDIT SERVICE OF THIRD-PARTY              ICA's understanding of the evolution
        BANKRUPTCY SERVICE                   ADMINISTRATOR/NATIONAL CLAIMS              of the pollution exclusion language
Businesses facing reorganization or                        COUNSEL                      on general liability policies, as well as
bankruptcy have urgent insurance-           Many companies purchase large self-         the risk transfer to other vehicles, has
related needs. Adequate insurance           insured retention general liability         helped clients mitigate the environ-
protection may have become unavail-         insurance programs with the goal of         mental problems that face them today.
able, yet the necessity is greater than     greater cost control and management

                                                            -18-
LIST OF
                                             CLIENT INDUSTRIES

Education                               •   Leather                        •   Management/Development
•   Private Schools - Religious/Other   •   Medical Products               •   REIT'S
•   School Districts                    •   Oil
•   Universities/Colleges               •   Paper Mills                    Retail
                                        •   Paper Products                 •   Appliances
Entertainment                           •   Pharmaceuticals                •   Automotive Dealers
•   Record Companies                    •   Printing/Publishing            •   Casinos
•   Theme Parks                         •   Rubber Products                •   Clothing
•   TV Stations                         •   Sports & Fitness Equipment     •   Electronics
                                        •   Subscription Fulfillment       •   Fine Arts
Financial                               •   Steel Shredding                •   Fitness Centers
•   Banks                               •   Tanneries                      •   Fuel Oil
•   Credit Card Processing Services     •   Textiles                       •   Furniture
•   Finance Companies                                                      •   Garage/Parking
•   Guaranty Companies                  Professional & Business Services   •   Gas Stations
•   Hedge Funds                         •   Accounting Firms               •   Groceries/Supermarkets
                                        •   Advertising                    •   Home Improvement
Manufacturing & Distributing            •   Architects & Engineers         •   Jewelers
•  Aircraft Products                    •   Building Services              •   Liquor
•  Appliances                           •   Communications                 •   Office Products
•  Automotive Products                  •   Computerized Services          •   Pharmacies
•  Bakeries                             •   Consultants- Environmental     •   Restaurants
•  Biomedical Products                  •   Contractors — All Industries   •   Sporting Goods
•  Building Products                    •   HealthCare/Nursing Services    •   Textiles
•  Chemicals                            •   Heating/Air Conditioning
•  Clothing                             •   Hospitality                    Transportation
•  Colors for Plastics                  •    Information Technology        •   Ambulance Services
•  Containers                           •    Law Firms                     •   Bus Lines
•  Corrugated Products                  •   Marketing Organizations        •   Logistics
•  Electronics                          •    Physicians Practices          •   Shipping Lines
•  Food Products                        •   Security Firms                 •   Trucking
•  Forged Steel Products                •    Software Developers
•  Furs                                 •    Telemarketing Firms           Miscellaneous
•  General Merchandise                  •    Travel Agencies               •   Cemeteries
•  Handbags                                                                •   Correctional Facilities
•  Home Products                        Real Estate                        •   Government/Municipalities
•  Industrial Steel, Iron, Metal        •   Commercial & Habitational      •   Hotels/Resorts
•  Jewelry                              •   Construction                   •   Not-for-Profit
                                        •   Maintenance

                                                         -19-
RISK MANAGEMENT CONSULTANTS'

For any inquiries or for more information about ICA's Services, please feel free to contact us at:

                                  Corporate Headquarters:
                            One International Boulevard, Suite 605
                                  Mahwah, NJ 07495-0019
                                   www.icansk.corn

Phone: (201) 512-9600            Facsimile: (201) 512-9635            Email: ask-ica@icarisk.com
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