Information on the Proposed Acquisition of Control of General Casualty Co. of Wis. and Other Companies in the Group by QBE Reinsurance Corporation, QBE Insurance Group Limited


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Information on Insurance Company Mergers, Acquisitions and Conversions

Information on the Proposed Acquisition of Control of
General Casualty Company of Wisconsin, Blue Ridge Indemnity Company, Blue Ridge Insurance Company, MassWest Insurance Company, Regent Insurance Company, Southern Guaranty Insurance Company, Southern Pilot Insurance Company, Southern Fire & Casualty Company (Wisconsin Domestic Insurers)
by
QBE Reinsurance Corporation, QBE Insurance Group Limited

On January 24, 2007, QBE Reinsurance Corporation (QBE Re.) and QBE Insurance Group Limited (QBE Limited), filed a plan to acquire control (the Acquisition) of the above-referenced domestic insurers by purchasing a 100% of the capital stock of Winterthur U.S. Holdings, Inc. (WUSH), a Delaware corporation, which acts as the holding company for Winterthur's U.S. operations. WUSH is a wholly owned subsidiary of Winterthur Schweizerische Versicherungs-Gesellschaft (the Seller), a Swiss corporation. WUSH is the direct record and beneficial owner of all of the issued and outstanding capital stock of General Casualty Company of Wisconsin, which is the direct record and beneficial owner of all of the issued and outstanding capital stock of the remaining Wisconsin domestic insurers.

The total consideration for the Acquisition consists of a cash purchase price of approximately $1.156 billion (the Purchase Price) and the repayment of approximately $557 million in intercompany loans, with the repayment of such intercompany loans to be financed by QBE Re.

The Purchase Price and the repayment of the intercompany loans will be funded from QBE Limited's internal excess capital, dividend reinvestment, short-term debt, long-term debt and capital raised through a public equity offering, the proceeds of which will be contributed to the QBE Reinsurance Corporation.

The plan of acquisition filed by applicants, along with all pertinent correspondence and statutorily required information, will be placed in this section of OCI's Web site.

As required by law, OCI will hold a public hearing concerning this application for acquisition of control. The time of the hearing has not yet been scheduled. Review of the application is continuing.

Notations on Accessing Information

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Financial information concerning individual insurance companies, including key annual statement pages, may be accessed on the Consumers Information Source section of the National Association of Insurance Commissioners' Web site at http://www.naic.org/cis/.

Application Material Filed on January 24, 2007