1. 2005 INTERNATIONAL CONFERENCE Boston, Massachusetts ~ November 13-15, 2005

2. WHY AND TO WHOM IS THIS PRESENTATION IMPORTANT?

3. WHAT HAS BEEN DRIVING THE INCREASED ATTENTION ON ISSUES AFFECTING U.S. AND NON-U.S. DIRECTORS AND OFFICERS AND THEIR INSURERS?

4. WHAT ARE ADRs?

5. PLAINTIFFS’ COUNSELS’ EFFORTS TO EXPAND THE SCOPE OF PUTATIVE CLASSES TO INCLUDE NON-U.S. MEMBERS

6. SARBANES-OXLEY: A UNIQUE SERIES OF RULES APPLICABLE TO NON-U.S. PUBLICLY-HELD COMPANIES

7. NON-ADR CLAIMS FILED IN THE U.S. AGAINST FOREIGN COMPANIES WITH U.S. OPERATIONS

8. COMMON LAW COUNTRIES VS. CODE COUNTRIES

9. NATURE OF CLAIMS AGAINST NON-U.S. D&Os

10. CLASS ACTION LITIGATION/MASS ACTIONS

11. FIDUCIARY DUTIES AND STANDARDS OF CARE

12. CORPORATE INDEMNIFICATION

13. INSURANCE ISSUES

14. REGULATORY CLIMATES

15. WILL FOREIGN COUNTRIES ENFORCE U.S. COURT DECISIONS IN THE CLASS ACTION CONTEXT?

16. REINSURERS' PLACEMENT OF D&O POLICIES THROUGH LOCALLY LICENSED CEDENTS: ISSUES UNDERWRITERS, BROKERS, AND CEDING COMPANIES SHOULD CONSIDER

17. In sum, Non-U.S. companies with U.S. exposures have underwriting risks similar to those of U.S. companies Shareholders’ and plaintiffs’ counsels’ activism are increasing globally The long-arm of U.S. jurisdiction extends to non- U.S. companies whose contacts touch the U.S. Foreign countries’ laws impact U.S. companies, D&Os and their insurers Securities fraud litigation is on the rise in Europe, Asia and elsewhere Europe is beginning to adopt models based on U.S. style class actions

18. QUESTIONS