Background We currently have approximately 98,000 shareholders, all of whom are current or former employees of OPL or UPS (or family members or trusts to which such current or former employees have transferred their shares).    OPL’s shares are not, and have never been, listed or traded on any securities exchange.  Pursuant to our Bye-Laws, any transfer (other than by operation of law, including bona fide gifts and inheritance) of shares is subject to our right of first refusal.  Historically we had always exercised our right of first refusal and purchased all of the shares offered by shareholders who were interested in selling.  However, following the cancellation of the shipper’s risk business on October 1, 1999, we placed a limit on the number of shares we were willing to buy under our right of first refusal, and in August 2001 we discontinued purchasing further shares altogether.  These actions were necessary to preserve the Company’s capital base while the Board completed a review of strategic alternatives to provide both long-term value and liquidity to all shareowners.  Following the strategic alternative review, we decided to cease writing new reinsurance business and to begin an orderly runoff of the Company’s operations, effective February 13, 2002.  Our decision reflected the fact that our existing capital structure would not allow us to continue to grow and compete effectively in the reinsurance market while at the same time satisfying the desire of many of our 98,000 shareowners to have greater liquidity for their investment in OPL. The ultimate goal of the runoff is to return capital to shareowners through liquidating distributions as and when we believe it is prudent to do so and regulatory requirements allow.  Since going into runoff we have made five liquidating distributions to shareholders, totaling approximately $1.2 billion, equivalent to $9.90 per share. Custody Arrangements for Certificates of OPL Common Stock Each shareowner may elect to have Wachovia Bank hold his or her certificates as custodian without cost to the shareowner.  Wachovia’s Employee Shareholder Service Department is located in Philadelphia, Pennsylvania and can be contacted at the following address:  Wachovia Bank                                                                    Employee Shareholder Services Corporate                                Trust Department                                                                      P.O. Box 41784                                                                            123 South Broad Street                                                    Philadelphia, PA                                                                     19101-1784 Phone: (215) 875-1144                                                                 Toll Free: (877) 223-6966 If a shareowner elects to have Wachovia hold the shares of Common Stock in custody, Wachovia will have the shares registered in its name, or that of a nominee, and will sell or otherwise dispose of the shares only upon the shareowner's instruction and in conformity with our Bye-Laws.  Wachovia will promptly remit distributions on Common Stock held in custody to the shareowner.  Shareowners will receive periodic statements of the number of shares held by Wachovia for their account and of distributions paid on those shares.  Notice of any regular or special meeting of our shareowners will be forwarded to shareowners by Wachovia, which will vote the shares as directed by the shareowner in a letter of instruction if returned to Wachovia in a timely fashion, or, on request, furnish the shareowner with a proxy thus permitting the shareowner to vote the number of shares of Common Stock held for him or her at the meeting.  Absent instructions from the shareowner, Wachovia will vote the shares at its discretion.