No. 2--00--1396

_________________________________________________________________

	IN THE

	APPELLATE COURT OF ILLINOIS	

	SECOND DISTRICT

_________________________________________________________________

CERTAIN UNDERWRITERS AT LLOYD'S,	) 	Appeal from the Circuit 

LONDON; COMMERCIAL UNION           ) 	Court of Lake County.

ASSURANCE COMPANY, PLC; and		)

INTERNATIONAL INSURANCE COMPANY,	) 	No. 00--MR--130

Indiv. and as Successor in    	)

Interest to International          )

Surplus Lines Insurance Company,   )

					          )

	Plaintiffs-Appellees,         )

                                  	)

v.                                 )	No. 00--MR--130

                                   )

ILLINOIS CENTRAL RAILROAD COMPANY, ) 

Indiv. and as Successor in   		)

Interest to The Gulf, Mobile and   )	

Ohio Railroad Company,             )

                                   )

	Defendant-Appellant         	)

                                   )

(Admiral Insurance Company;		)

American Centennial Insurance      )

Company; American Home Assurance	)

Company; American Reinsurance      ) 

Company; Audubon Indemnity Company;)

Casualty Insurance Company;		)

Century Indemnity Company, as      )

Successor to both Cigna Specialty  )

Insurance Company, f/k/a			)

California Union Insurance Company,)

and to CCI Insurance Company,      ) 

Successor to Insurance Company of  )

North America; Columbia Casualty   )

Company; Continental Casualty      )

Company; Employers Insurance of    ) 

Wausau; Employers Mutual Casualty  )

Company; Federal Insurance Company;) 

Fireman's Fund Insurance Company;  ) 

First State Insurance Company;     ) 

General Reinsurance Corporation;   )

Granite State Insurance Company;   )

Harbor Insurance Company; The      )

Home Insurance Company; Insurance  )

Company of the State of            ) 

Pennsylvania; Interstate           ) 

Reinsurance Corporation, a/k/a     )

Interstate Indemnity      		)

Company; Landmark Insurance        ) 

Company; Lexington Insurance       )

Company; National Surety           )

Corporation; National Union Fire   )

Insurance Company of Pittsburgh,   ) 

Pennsylvania; Nationwide Mutual    )

Insurance Company; Northeastern	)

Fire Insurance Company of		) 

Pennsylvania; Old Republic		) 

Insurance Company; Reliance   	)

Fire and Accident Insurance		)

Corporation, Ltd.; Royal Insurance	)

Company; Stonewall Insurance      	)

Company; Transportation Mutual 	) 

Insurance Company; Travelers		)

Casualty and Surety Company of     ) 

America, as Successor to Aetna    	) 	

Casualty and Surety Company; Union	)	

Atlantique D'Assurances, S.A.;   	) Honorable	

and Yosemite Insurance Company,    ) Barbara C. Gilleran Johnson,

Defendants).					) Judge, Presiding.	              _________________________________________________________________

	JUSTICE McLAREN delivered the opinion of the court:	

	Defendant Illinois Central Railroad Company (Illinois Central)

appeals the trial court's denial of its motion to transfer venue

from the circuit court of Lake County to the circuit court of Cook

County pursuant to the doctrine of forum non conveniens.  We reverse and remand.

	The action pending in Lake County involves insurance coverage

for environmental contamination in 35 railroad sites owned and

operated by defendant Illinois Central located in nine states,

including Illinois.  In an amended complaint filed in Lake County,

Illinois, Certain Underwriters at Lloyds, London (Lloyds), joined

by 94 insurance companies, seek a declaratory judgment that there is no coverage for environmental claims concerning 35 of Illinois

Central's railroad sites and that there is no duty to defend or

indemnify Illinois Central with respect to the environmental

claims.  

	I.  BACKGROUND

	In 1850, Illinois Central was formed as a Delaware corporation

for north-south railroad operations with headquarters in Chicago,

Illinois.  The Gulf, Mobile & Ohio Railroad Company (GM&O), formed

in the mid-1800s and headquartered in Mobile, Alabama, operated

railroad transportation facilities in the southern United States. 

In 1972, GM&O merged with Illinois Central.  The combined railroad

operated in 13 states, with a northern terminus in Chicago and a

southern terminus in Mobile, Alabama.  No rails or operations of

Illinois Central premerger or postmerger with GM&O were located in

Lake County, which is north of the railroad's northern terminus in

Chicago.  

	From April 1, 1948, to June 1, 1985, Illinois Central and its

predecessors purchased insurance policies from each of the

defendant insurers for liability incurred as a result of its

operations.  The insurance policies were purchased by executives in

Chicago and Mobile, Alabama.  Illinois Central's broker for

purchase of the policies was the Chicago office of Rollins Burdick

Hunter, thereafter acquired by AON corporation, headquartered in

Chicago.  None of the policies were purchased or delivered in Lake

County, Illinois.  

	Lloyds, London is an underwriter of insurance policies issued

through the London insurance market.  Plaintiff Stonewall Insurance Company is an Ohio corporation with its principal place of business

in Ohio. The collective plaintiffs--Lloyds, London;  Stonewall

Insurance Company; and 91 London market insurers--subscribed to

certain liability insurance policies issued to Illinois Central

and/or GM&O by defendants.

	Illinois Central received notice of suits from governmental

agencies, including the Environmental Protection Agency, that

operations at various facilities in numerous states resulted in the

release of hazardous environmental contaminants.  On October 28,

1999, Illinois Central filed suit in the circuit court of Mobile

County, Alabama, seeking a declaration of its right to coverage for

the environmental losses.  Identified as defendants in the Alabama

suit were Lloyds, London, International Insurance Company, and 150

additional insurance companies.

	II.  THE LAKE COUNTY INSURANCE COVERAGE LITIGATION

	On February 15, 2000, plaintiffs Lloyds, London; Commercial

Union; and International Insurance Company filed a declaratory

judgment action in the circuit court of Lake County against

Illinois Central and 33 insurance companies (see appendix A).  The

complaint sought a declaration that there is no insurance coverage

with respect to the environmental claims arising in 35 sites in 9

states, including Alabama, Arkansas, Illinois, Iowa, Louisiana,

Mississippi, Missouri, Tennessee, and Virginia, and that plaintiffs

have no duty to defend or indemnify Illinois Central with respect

to the environmental claims arising in 35 sites in 9 states.  The

sites of environmental claims in Illinois are located in Cook

County, Greene County, McLean County, Madison County, Morgan County, and St. Clair County.  None of the sites are located in

Lake County.  The complaint alleges that venue is proper in Lake

County because Illinois Central does business in Lake County and

certain defendant insurers have offices in Lake County or are doing

business in Lake County.  

	On April 18, 2000, plaintiffs amended the complaint to change

the status of Stonewall Insurance Company from defendant to

plaintiff, to drop Commercial Union as a plaintiff, and to add 91

additional insurance companies as plaintiffs (see appendix B). 

Again, the amended complaint identified Illinois Central and 32

insurance companies as defendants and sought a declaration of no

insurance coverage with respect to the environmental claims arising

in 35 sites in 9 states.  While this appeal was pending, Illinois

Central moved to voluntarily dismiss plaintiff International

Insurance Company, individually and as successor-in-interest to

International Surplus Lines Ins000000000000000000000000000000urance Company and U.S. Fire

Insurance,, with prejudice.  The

motion was granted, leaving Lloyds and the otherremaining insurance

companies listed in appendix B as the plaintiffs. 

	Illinois Central moved to dismiss the Lake County declaratory

judgment action pursuant to section 2--619(a)(3) of the Code of

Civil Procedure (the Code) (735 ILCS 5/2--619(a)(3) (West 2000)). 

The motion asserted that the Lake County action was duplicative of

the action filed by Illinois Central in Alabama involving the same

parties, same cause of action, the same insurance policies, and the

same loss.  In denying Illinois Central's motion to dismiss, the

trial court found that there were more contacts, track, policies,

sites, parties, and overall economic interest in maintaining the coverage action in Illinois.  Illinois Central's motion for

certification of the trial court's ruling pursuant to Supreme Court

Rule 308 (155 Ill. 2d R. 308) was denied.  This opinion is not

concerned with the correctness of the court's denial of the section

2--619(a)(3) motion.  Nothing in this opinion should be deemed to

preclude the filing of a new section 2--619(a)(3) motion based upon

additional facts regarding the status of litigation in the Alabama

court.

	On September 27, 2000, Illinois Central filed a motion to

transfer venue of the declaratory judgment action from the circuit

court of Lake County to the circuit court of Cook County pursuant

to the doctrine of forum non conveniens.  A hearing was held on November 2, 2000.  The trial court denied Illinois Central's motion

to transfer, finding that either Cook or Lake County would be an

appropriate forum and stating that Cook County had a strong

interest in the litigation but that it could not conclude that Lake

County lacked interest in the litigation.

	On December 4, 2000, Illinois Central filed a petition in this

court for leave to appeal the trial court's denial of its motion to

transfer venue pursuant to Supreme Court Rule 306(a)(2) (166 Ill.

2d R. 306(a)(2)).  The petition was granted on February 8, 2001.

	III.  ANALYSIS

	The sole issue is whether the trial court abused its

discretion in denying Illinois Central's motion to transfer venue

pursuant to the doctrine of forum non conveniens.  Illinois Central takes issue with plaintiffs' choice of forum in Lake County and

asserts that this case represents "the most egregious example of court-sanctioned forum shopping that could ever be envisioned," in

that the action was filed in an Illinois county in which Illinois

Central never conducted operations, transacted business, or

purchased an insurance policy.  In the view of Illinois Central, a

consortium of over 100 insurance companies successfully realigned

the parties to eliminate the possibility of filing a motion to

transfer venue for filing in the wrong venue and filed this action

in Lake County for the self-serving purpose of moving the

underlying coverage dispute, originally filed in Alabama by

Illinois Central, a jurisdiction perceived to be unfavorable to

insurance defenses, to a jurisdiction and venue perceived to be

favorable to insurance defenses.  Illinois Central claims that the

result of these "procedural machinations" is that it, as the

policyholder, a railroad with headquarters located in Chicago for

150 years, must litigate the "largest commercial litigation matter

in its corporate history" in a county where it never owned or

operated a single foot of railroad track or employed a single

person.  

	A.  Venue

	Section 2--101 of the Code of Civil Procedure provides that

venue is proper (1) in the county of residence of any defendant who

is joined in good faith and with probable cause for the purpose of

obtaining a judgment against him or her and not solely for the

purpose of fixing venue in that county, or (2) in the county in

which the transaction or some part thereof occurred out of which

the cause of action arose.  735 ILCS 5/2--101 (West 2000).  Under

section 2--102 of the Code, any private corporation or railroad organized under the laws of the State of Illinois, and any foreign

corporation authorized to transact business in this state, "is a

resident of any county in which it has its registered office or

other office or is doing business."  735 ILCS 5/2--102(a) (West

2000).  

	There are multiple parties in this action.  Regardless of how

the parties are aligned, they fall into two categories: (1)

Illinois Central, the policyholder; and (2) the insurance companies

issuing or subscribing to insurance policies held by Illinois

Central or its predecessor for losses arising from its operations. 

The interest of the insurance companies, whether identified as

plaintiffs or defendants, is the same.  Regardless of the party

designation, each insurance company seeks a declaration that there

is no coverage for Illinois Central's environmental losses under

the various policies and no duty to defend or indemnify Illinois

Central.  Indeed, the amended complaint even references the

plaintiff and defendant insurers collectively as "insurers."  

	Since the interest of every party to the amended complaint is

adverse to Illinois Central, we question whether the 32 insurance

companies named as defendants in the amended complaint were

actually joined in good faith for the purpose of obtaining a

judgment against them, or whether they were joined for the sole

purpose of fixing venue in Lake County.  Illinois Central is

correct that, by designating the 32 insurance companies as

defendants, plaintiffs eliminated the possibility of a successful

motion to transfer venue for filing in the wrong venue, as it is

undisputed that some of these entities have offices in Lake County or are doing business in Lake County.  By virtue of the affidavit

of Richard Verkler, submitted in support of Illinois Central's

motion to transfer venue, it is undisputed that Illinois Central

has its principal place of business in Chicago but no employees,

offices, railroad track, or other operations are located in Lake

County.  Therefore, if Illinois Central were the sole defendant and

the collective insurance companies were identified as defendants,

it appears as though a motion to transfer venue for filing in the

wrong venue would be appropriate.  The fact that the supporting

record indicates that none of the insurers, even codefendants,

joined in Illinois Central's motion to transfer supports Illinois

Central's position that these parties were joined as defendants to

fix venue and for forum-shopping purposes. 	

	B.  Doctrine of forum non conveniens

	Nevertheless, Illinois Central brought a motion to transfer

venue pursuant to the doctrine of forum non conveniens.  Forum non conveniens is an equitable doctrine "founded in considerations of fundamental fairness and sensible and effective judicial

administration."  Adkins v. Chicago, Rock Island & Pacific R.R. Co., 54 Ill. 2d 511, 514 (1973).  It allows a trial court to decline jurisdiction and direct the suit to an alternate forum with

jurisdiction when litigating in that forum "would better serve the

ends of justice."  Vinson v. Allstate, 144 Ill. 2d 306, 310 (1991).  A trial court is vested with broad discretion in balancing the various considerations relevant to a ruling on a forum non conveniens motion, and its decision will be reversed when the trial court has abused its discretion.  McClain v. Illinois Central Gulf R.R. Co., 121 Ill. 2d 278 (1988).  	

	When ruling on a forum non conveniens motion, the trial court must weigh a variety of private and public interest factors. 

Certain Underwriters at Lloyd's, London v. Bertrand Goldberg Associates, Inc., 238 Ill. App. 3d 692 (1992).  The private interest factors include (1) the convenience of the parties; (2)

the relative ease of access to sources of testimonial, documentary,

and real evidence; and (3) all other practical problems that make

the trial of a case easy, expeditious, and inexpensive--for

example, the availability of compulsory process to secure

attendance of unwilling witnesses, the cost to obtain attendance of

willing witnesses, and the ability to view the premises (if

appropriate). See Griffith v. Mitsubishi Aircraft International, Inc., 136 Ill. 2d 101, 105-06 (1990); Bland v. Norfolk & Western Ry. Co., 116 Ill. 2d 217, 224 (1987). The public interest factors include (1) the interest in deciding localized controversies

locally; (2) the unfairness of imposing the expense of a trial and

the burden of jury duty on residents of a county with little

connection to the litigation; and (3) the administrative difficulties presented by adding further litigation to court

dockets in already congested fora. See Griffith, 136 Ill. 2d at 106. Court congestion is a relatively insignificant factor,

especially where the record does not show the other forum would

resolve the case more quickly. See Brummett v. Wepfer Marine, Inc., 111 Ill. 2d 495, 503 (1986).  

	A further consideration is the forum in which the plaintiff

has chosen to file the complaint. Although a plaintiff has an

interest in choosing the forum where his rights will be vindicated,

this choice will be given substantially less deference when neither

the plaintiff's residence nor the site of the accident or injury is

located in the chosen forum. Griffith, 136 Ill. 2d at 106.  The reasons are clear. When a plaintiff's home forum is chosen, it is

reasonable to assume that the choice is convenient.  However, when

the plaintiff is foreign to the forum chosen and the action that

gives rise to the litigation did not occur in the chosen forum,

this assumption is no longer reasonable.  Instead, it is reasonable

to conclude that the plaintiff engaged in forum shopping to suit

his individual interests, a strategy contrary to the purposes

behind the venue rules.  See Wieser v. Missouri Pacific R.R. Co., 98 Ill. 2d 359, 367 (1983); accord Bland v. Norfolk & Western Ry. Co., 116 Ill. 2d 217, 228 (1987); Brummett, 111 Ill. 2d at 500. 	In deciding a forum non conveniens motion, the trial court must evaluate the total circumstances of the case in determining whether the defendant has proved that the balance of factors

strongly favors transfer. Peile v. Skelgas, Inc., 163 Ill. 2d 323, 336-37 (1994); see Bland, 116 Ill. 2d at 227.  The defendant must show that the plaintiff's chosen forum is inconvenient to the

defendant and another forum is more convenient to all parties. See Hall v. CBI Industries, Inc., 264 Ill. App. 3d 299, 303 (1994), citing Kwasniewski v. Schaid, 153 Ill. 2d 550, 555 (1992).

	Our supreme court reaffirmed the validity of the doctrine of

intrastate forum non conveniens in First National Bank v. Guerine, 198 Ill. 2d 511 (2002), its first reported decision on the issue of

forum non conveniens since Peile, 163 Ill. 2d 323.  In Guerine, plaintiff died in an automobile accident in De Kalb County when

defendant's trailer carrying a speedboat broke away, crossed the

center line, and collided head-on with plaintiff's vehicle. 

Defendant and one other witness resided in Cook County.  Although

all of the other trial witnesses were located outside Cook County,

our supreme court held that the trial court abused its discretion

in granting the motion to transfer venue.  Recognizing that the

doctrine is unclear and that there has been no consistency in its

application, our supreme court attempted to clarify, stating that

"a trial court abuses its discretion in granting an intrastate

forum non conveniens motion to transfer venue where, as here, the potential trial witnesses are scattered among several counties,

including the plaintiff's chosen forum, and no single county enjoys

a predominant connection to the litigation."  Guerine, 198 Ill. 2d at 526.

	It is undisputed that the underlying suit is substantial, in that it involves multiple states, over 100 insurance companies, and

several hundred million dollars in coverage.   Due to the nature of

the suit and its multiparty and multistate involvement, an analysis

of the counties of residence of potential witnesses for the purpose

of assessing convenience, as in personal injury cases such as

Guerine, 198 Ill. 2d 511,  Peile, 163 Ill. 2d 323, and Washington v. Illinois Power Co., 144 Ill. 2d 395 (1991), is not determinative.  Our supreme court's decision in Guerine is relevant to our analysis not for its result but for the court's analysis of the principles underlying forum non conveniens motions and the relevant public and private interest factors.

	It is undisputed that an immense amount of discovery will

ensue in this litigation, including hundreds of depositions of

insurance brokers, underwriters, and company representatives that

reside in various counties in various states.  Contrary to  Guerine, plaintiffs have not provided an indication that any witness that may be called to testify would deem it more convenient

to litigate in Lake County.  In fact, plaintiffs have conceded at

oral argument that it is doubtful this case will even be tried.  In contrast, Illinois Central has submitted undisputed evidence that

its corporate headquarters are located in Cook County, that it

never had offices in Lake County, that various of its coverage

witnesses work in Cook County, that the insurance policies at issue

were not purchased or delivered in Lake County, that the insurance

broker for the policies at issue was headquartered in Cook County,

and that the Chicago office of Lord, Bissell & Brook, the

designated attorney in fact by Lloyds, London and several of the

London market insurer plaintiffs, was involved as early as 1977 in

acquiring notice of claims under the policy and assessing the

losses incurred. 

	We hesitate to state that these factors make litigating in

Cook County rather than in Lake County more expedient or

convenient, as we anticipate that the scheduling of depositions,

propounding of written documents, and the scheduling of trial

witnesses, many of whom will be traveling from out of state, will

be onerous given the number of parties involved.  Nevertheless, the undisputed facts do indicate that Cook County bears a more

significant and legitimate connection to the underlying matter. 

Not only are various witnesses with relevant knowledge of the

insurance policies located in Cook County but also the policies

were procured in that forum.  There is nothing in the supporting

record submitted on appeal that would support a conclusion that

litigating in Lake County would be more convenient to the multitude

of parties.  Additionally, Cook County has a legitimate connection,

not only because Illinois Central is headquartered there but also

because two of the sites of alleged environmental contamination

giving rise to the policy dispute are located in Cook County.  In

contrast, none of the sites are located in Lake County.  

	In addition to arguing that plaintiffs' choice of forum is

entitled to deference, plaintiffs attempt to create a nexus to Lake

County by arguing that Illinois Central's postevent merger with a

Canadian railroad makes this litigation "paramount" to the citizens

of Lake County.  Since the dispute at hand involves the

interpretation of insurance policies procured far before the

Illinois Central's merger with the Canadian railway, this factor is

irrelevant.  We are not persuaded that any evidence regarding

Canadian National's haulage agreement with a Wisconsin railway for

the use of tracks in Lake County will even be introduced into

evidence at trial, much less that the citizens of Lake County

maintain an interest in the coverage action by virtue of the

haulage agreement.  Further, plaintiffs' choice of Lake County as

the forum for litigating this suit is entitled to less deference, since none of the plaintiffs are located in Lake County and the

occurrence did not take place there.	

	In Guerine, our supreme court stated that "[a] concern animating our forum non conveniens jurisprudence is curtailing forum shopping by plaintiffs."  Guerine, 198 Ill. 2d at 521.  The court went on to note that in intrastate forum non conveniens matters both parties " 'are jockeying for position by seeking a

judge, jury, and forum that will enable them to achieve the best

possible result for their clients' " (Guerine, 198 Ill. 2d at 521, quoting G. Maag, Forum Non Conveniens in Illinois: A Historical Review, Critical Analysis and Proposal for Change, 25 So. Ill. L.J. 461, 510 (2001)) and that all other considerations underlying the forum non conveniens analysis are secondary.  We find support for this statement based on the factual circumstances of the litigation

at issue, particularly since Lake County has no practical

connection to the issues involved.  An integral part of the forum  non conveniens analysis is fairness to the litigants and convenience to those that will be called to testify at trial. 

Realigning parties for the purpose of fixing venue in a county

where there may be a more favorable outcome to plaintiffs does not

reinforce or complement the principles of forum non conveniens.  Instead, it perverts them.

	The evidence submitted in support of and in opposition to the

motion reveals that no witness has been identified with ties to

Lake County, the insurance policies were not procured or delivered

in Lake County, the policy holder and insurers at issue are not

headquartered in Lake County, and there are no railroad sites alleged to be covered under the policy located in Lake County. 

Therefore, we question plaintiffs' motivation for choosing this

forum.  Plaintiffs' choice to litigate in Lake County does not

appear to be based on the convenience of any party or witness, the

site of the occurrence, or a good-faith alignment of the parties. 

We have no doubt that litigating this matter will be costly and

burdensome to all parties and that it will be protracted and

lengthy, regardless of the county in which it is pending. 

Nevertheless, the evidence submitted in support of and in

opposition to the motion indicates that the balance of private and

public interest factors weighs heavily in favor of Illinois Central

and the transfer of this case.

	The judgment of the circuit court of Lake county is reversed,

and the cause is remanded to the trial court for further

proceedings consistent with the opinion of this court.

	Reversed and remanded.

	BYRNE and KAPALA, JJ., concur.

	APPENDIX A

Admiral Insurance Company; American Centennial Insurance Company; American Home Assurance Company; American Reinsurance Company;

Audubon Indemnity Company; Casualty Insurance Company; Century

Indemnity Company, as successor to both CIGNA Specialty Insurance

Company, formerly known as California Union Insurance Company and

to CCI Insurance Company, successor to Insurance Company of North

America; Columbia Casualty Company; Continental Casualty Company;

Employers Insurance of Wausau; Employers Mutual Casualty Company;

Federal Insurance Company; Fireman's Fund Insurance Company; First State Insurance Company; General Reinsurance Corporation; Granite

State Insurance Company; Harbor Insurance Company; The Home

Insurance Company; Insurance Company of the State of Pennsylvania;

Interstate Reinsurance Corporation, also known as Interstate

Indemnity Company; Landmark Insurance Company; Lexington Insurance

Company; National Surety Corporation; National Union Fire Insurance

Company of Pittsburgh, Pennsylvania; Nationwide Mutual Insurance

Company; Northeastern Fire Insurance Company of Pennsylvania; Old

Republic Insurance Company; Reliance Fire & Accident Insurance

Corporation, Ltd.; Royal Insurance Company; Stonewall Insurance

Company; Transportation Mutual Insurance Company; Travelers

Casualty & Surety Company of America, as successor to Aetna

Casualty and Surety Company; Union Atlantique d'Assurances, S.A.;

and Yosemite Insurance Company.

	APPENDIX B

	Certain Underwriters at Lloyd's, London; Accident & Casualty

Insurance Company of Winterthur; Agrippna Verischerungs

Aktiengesellschaft; Alba Insurance Company; Allanz International

Insurance Company Limited; Allianz Versicherungs

Aktiengesellschaft; Amsterdam-London Verzekering Maatschappij NV;

Ancon Insurance Company (UK) Limited; Anglo-French Insurance

Company Limited; Anglo-Saxon Insurance Association Ltd.; Argonaut

Insurance Company; Argonaut Northwest Insurance Company;

Assicurazioni Generali Spa; Baltica-Skandinavia Insurance Company

(UK) Limited; Bellefonte Insurance Company (U.S.); Bishopsgate

Insurance Company Limited; British Merchants Insurance Co. Ltd.;

Chemical Insurance Company, Ltd.; CNA Reinsurance of London Limited; Compagnie Europeene d'Assurances Industrielles S.A.;

Companhia De Seguros Imperio S.A.; Delta-Lloyd Non-Life Insurance

Company Limited; Delta-Lloyd Schadeverzekering NV; Drake Insurance

Company Limited; Eisen Und Stahl Ruckversicherung A.G.; European

General Reinsurance Co. of Zurich; Europeesche Verzekering

Maatschappij NV; Excess Insurance Company Limited; Fidelidade

Insurance Company of London; FM Insurance Co. Ltd; Folksam

International Insurance Company (UK) Limited; Gresham Insurance

Society Limited; Guildhall Insurance Company Ltd.; Hansa Marine Insurance Company; Heddington Insurance Company (UK) Limited;

Helvetia Accident Swiss Insurance Co.; Highlands Insurance Company

Limited; Indemnity Marine Assurance Company Limited; Insco Limited;

Instituto de Reasseguros Do Brasil; Interlloyd Verzekering

Maatschappij NV; Iron Trades Mutual Insurance Co. Ltd., A Mutuelle

du Mans Assurances Iard; La Preservatrice Compagnie Anonyme

d'Assurances Contre Les Accidents L'Incendie Et Les Risques Divers;

Le Assicurazioni d'Italia Societe; Lloyd Italico Assicurazioni Spa;

London and Edinburgh General Insurance Company Limited; Maas Lloyd

NV Schadeverzekeringsmaatschappij; (The) Mercantile & General

Reinsurance Co. Ltd.; Minster Insurance Company Limited; Namur

Assurances du Credit; National Casualty Company of America Limited;

Nisshin Fire & Marine Insurance Company Ltd.; Pacific Insurance

Company; Reaseguradora Nacional de Venezuela Compania Anonima;

Reliance Fire & Accident Ins. Corp. Ltd.; Rheinland Versicherungs

AG; River Thames Insurance Company Limited; Royal Scottish

Insurance Co. Ltd.; Royal Belge Incendie Reassurance S.A.

d'Assurances; Simcoe & Erie General Insurance Company; Sphere Drake Insurance PLAC; Sphere Insurance Company Limited; St. Katherine

Insurance Company PLC; St. Paul Reinsurance Company Limited;

Storebrand Insurance Company (UK) Limited; Stronghold Insurance

cCompany Limited; Swiss National Insurance Co. Ltd.; Swiss Union

Insurance Company; Switzerland General Insurance Co. Ltd.; Iaisho

Marine & Fire Insurance Company (Europe) Limited; Terra Nova

Insurance Company Limited; The Baloise Fire Insurance Company

Limited; The British Aviation Insurance Company Limited; The

Dominion Insurance Company Limited; The Edinburgh Assurance

Company; The Scottish Lion Insurance Company Limited; The Sumitomo

Marine and Fire Insurance Company, Limited; The Tokio Marine & Fire

Insurance Company (UK) Limited; Threadneedle Insurance Company

Limited; Trent Insurance Co. Ltd.; Turegum Insurance Company

Limited; Unionamerica Insurance Company Limited; Vanguard Insurance

Co. Ltd.; (The) Victory Insurance Co. Ltd.; Winterthur Swiss

Insurance Company; World Auxiliary Insurance Corporation Limited;

World Marine & General Ins. Co. Ltd.; Wurttembergische

Versicherrung AG; Yasuda Fire & Marine Insurance Company (UK)

Limited; Yasuda Fire and Marine Insurance Company of Europe Ltd;

Zion Insurance Company; Zurich Reinsurance Company (UK) Limited;

International Insurance Company, (Individually and as Successor-in-

Interest to International Surplus Lines Insurance Company; and

Stonewall Insurance Company.