A. Use and time of filing. 11 NYCRR Part 80-1 (Insurance Regulation 52) adopted pursuant to the provisions of section 1503, prescribes the use of Registration Statement HC 1 for filing by a controlled insurer.

B. Formal requirements. (a) A registrant shall file electronically a registration statement and any amendment thereto. The registration statement shall be signed in the name of the registrant and shall be verified by the officer or agent executing the same.

(b) The registrant shall submit a registration statement and amendments thereto to the New York State Department of Financial Services in New York City.

C. Incorporation by reference. (a) Except as otherwise specifically provided, the provisions of Insurance Law section 1508 shall govern incorporation by reference. Where any other controlled insurer within the registrant's holding company system has filed a registration statement it may be convenient and desirable for the registrant to refer to answers contained in such statement. In such cases, the registrant may state that such reference shall be deemed to refer to any and all amendments of such items or exhibits thus referred to that may thereafter be filed by such controlled insurer and, if such statement is made, it shall be deemed to include all future amendments to the particular item or exhibit to which reference is made. If such a statement is not made, the incorporation by reference shall be deemed to refer only to the specific item or exhibit referred to as in effect at the date the statement making such incorporation by reference is filed.

(b) The registrant shall file a definitive exhibit and a complete statement in answer to any item if the superintendent requires such a filing because the incorporation by reference of such exhibit, or of all or part of the answer to such item, is not responsive to the item requested.

D. Availability of information. If the information called for by any item or exhibit of this form is not known to the registrant, it need give only such information as can be procured without incurring unreasonable effort or expense; provided, however, that in every case the answer shall:

(a) clearly and specifically indicate what part of the information supplied is not definitely known to the registrant and allege that the statements made represent the registrant's best information and belief;

(b) adequately disclose the sources from which the registrant has procured the information given; and

(c)(1) state specifically that unreasonable effort or expense would be involved in procuring more accurate information and provide reasons to support the assertion; or

(2) make a statement showing that the required information is within the knowledge of another person, provided that the statement shall also show that the registrant has made appropriate requests to such person for the desired information and shall set forth the results of such requests or efforts.

Item 1. Specify exact name of registrant.

Item 2. Specify address and principal executive offices.

Item 3. Specify date on which registrant became a controlled insurer of its ultimate holding company, and all methods by which control was acquired and is maintained.

Item 4. (a) Furnish a chart that clearly presents the identities of and interrelationships among, the ultimate holding company and all controlled persons and controlled insurers within registrant's holding company system. Indicate in such chart the percentage of voting securities of each such person that is owned or controlled by the ultimate holding company or by any other controlled person or controlled insurer within the system. If control of any person within the system is maintained other than by the ownership or control of voting securities, then indicate the basis of such control. As to each person specified in such chart indicate the type of organization (e.g., corporation, trust, partnership) and the State or other jurisdiction of domicile.

(b) If court proceedings looking toward a reorganization or liquidation are pending with respect to any such person, indicate which person, and set forth the title of the court, nature of proceedings and the date when commenced.

Item 5. Principal shareholders of persons within holding company system. As of a date not more than six months prior to registration (indicating such date for each class), give the following information with respect to each person who owns of record, or is known by the registrant to own beneficially, ten percent or more of any class of equity security of any person within the holding company system; any such ownership reflected in answer to item 4 need not be restated:

(a) Class of security;

(b) Holder of record and address; and beneficial owner (if not the holder of record) and address;

(c) Number of shares held of record or known to be beneficially owned; and

(d) Percentage of class so held or owned.

Item 6. Business activities. Describe briefly the general character and principal locations of the business done by the ultimate holding company and the persons identified under item 4 as being within the holding company system.

Item 7. Officers and directors. Give the name and business address of each director and executive officer of the ultimate holding company. For each such individual give the title of every position held by him or her with significant persons within the holding company system.

Item 8. Articles of incorporation. With respect to the ultimate holding company, furnish a copy of the charter, articles of incorporation, trust agreement, voting trust agreement, or other fundamental document of organization, and a copy of its by-laws or other instruments corresponding thereto. Each such document shall be in the amended form effective at the date of filing the registration statement or shall be accompanied by copies of any amendments to it then in effect.

Item 9. Submit a statement that the registrant’s board of directors, or a committee thereof, oversees corporate governance and internal controls and that the registrant’s officers or senior management have approved or devised, implemented, and continue to maintain and monitor corporate governance and internal control procedures.

This registration statement comprises:

(a) Pages numbered ____ to ____, consecutively.

(b) The following Exhibits:

Pursuant to the requirements of New York Insurance Law section 1503 and 11 NYCRR Part 80-1 (Insurance Regulation 52) the registrant has caused this registration statement to be duly signed on its behalf in the City of _and State of_, on the_day of _, 20

By (Name) (Title)

Attest:

(Signature of Officer)

(Title)

The undersigned deposes and says that she/he has duly executed the attached registration statement dated_, 20_, for and on behalf of (Name of Company); that she/he is the(Title of Officer) of

such company; and that all action by directors and other bodies necessary to authorize deponent to execute and file such instrument has been taken. Deponent further says that she/he is familiar with such instrument and that the facts therein set forth are true to the best of her/his knowledge, information and belief.

Dated: