Hospital Corporation of America and Subsidiaries - Page 53

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          approximately eight operating subsidiaries provided goods and               
          services required by their independent retail grocery store owner           
          customers.  During 1977, Malone & Hyde incorporated Eastland                
          Insurance, Ltd. (Eastland) as a wholly owned Bermuda captive                
          insurance company to provide insurance for itself and its                   
          subsidiaries at less cost than was available from third-party               
          insurers.  Eastland was capitalized at $120,000, the minimum                
          statutory requirement pursuant to Bermuda's insurance law.                  
          Malone & Hyde, Inc. v. Commissioner, 62 F.3d at 836.  Malone &              
          Hyde decided that initially Eastland only would reinsure selected           
          risks of the parent and the subsidiaries.  Accordingly, Eastland            
          agreed to reinsure the first $150,000 of each workers'                      
          compensation, auto liability, and general liability claim                   
          primarily insured by Northwestern National Insurance Co.                    
          (Northwestern).  Eastland provided Northwestern with an                     
          irrevocable letter of credit, initially in the amount of $250,000           
          but subsequently increased to $600,000, to cover amounts unpaid             
          under the reinsurance agreement.  Additionally, Malone & Hyde               
          executed hold harmless agreements wherein it agreed to indemnify            
          Northwestern against any liability in the event that Eastland               
          defaulted on its reinsurance obligations.  Malone & Hyde paid               
          insurance premiums to Northwestern and Northwestern in turn paid            
          Eastland reinsurance premiums for the insurance risks assumed by            
          Eastland.  Malone & Hyde allocated to the operating subsidiaries            





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