Downtowns lack lazy beaches, azure surf, and emerald golf courses, the very things many insurance incentive qualifiers pine for. So why bypass a resort for a city--and a non-Sunbelt city at that? The companies below had their reasons. And those charged with organizing these programs say downtown incentives have their benefits as well as challenges.

Chicago on Fire * Company: Trustmark Insurance

* Meeting Theme: Chicago on Fire

* Off-Site Venues: Corporate headquarters in suburban Lake Forest, Ill., and the cruise boat Spirit of Chicago

* Free Time Offered: One morning for spouses

* City Tour Included: Optional architecture tour via double-decker bus

* Relied on CVB for: Promotional materials, and a bureau representative attended the spouse meeting to answer questions

Jerry Schmidt, CMP, knew he'd have a tough sell on his hands when Trustmark Insurance announced that a division's August incentive would be in Chicago. Trustmark's chairman was anxious to show off the then-new corporate headquarters in suburban Lake Forest, Ill., and to have the field staff spend time with home office staff. The division's three previous incentive destinations were all in Florida: Amelia Island, Ponte Vedra Beach, and Longboat Key. Schmidt, director of corporate communications, was concerned that the Windy City would be seen as a comedown.

"These people aren't world travelers, and their mind-set was this is their opportunity for a vacation at a sunny resort," Schmidt says. "Four of the six members of our President's Council had expressed concern to the chairman and president that Chicago would not be as attractive, and our sales managers in the field were hearing from others that the change was so dramatic as to be a disadvantage to promoting attendance."

Typically for an 18-month program, Schmidt sends a teaser every other month. For Chicago, he upped the schedule to every month. The mailings included a pewter miniature of the Water Tower, one of the few structures that stood up to the great fire of 1888; the Chicago skyline superimposed behind a snapshot of the monthly sales leader; a video; and a Chicago White Sox baseball (the Sox would be playing at home during the meeting).

The heightened promotion did build anticipation. Ultimately 16 percent of the sales force--55 people--qualified, compared with 18 percent for programs at resort destinations.

The 125 attendees (including qualifiers, spouses, and executives) stayed at the Sheraton Hotel & Towers, but even before they checked in, there was a hurdle to clear: traffic from O'Hare. Instead of using vans, Schmidt opted for a most ur- ban mode of transfer: stretch limousines.

The opening reception was dockside at the hotel, which is adjacent to the Chicago River. Everyone then boarded the Spirit of Chicago for a dinner cruise. A surprise bonus: the Navy Pier fireworks. The following morning, a Friday, were the opening general session and concurrent spouse meeting, during which the spouses received "Chicago bucks," redeemable for traveler's checks. The entire group convened for lunch, after which the qualifiers returned to their meetings (the itinerary included two product roll-outs) and spouses hit the town.

That evening, a cocktail reception at the hotel was followed by a four-restaurant dine-around. On Saturday morning, business sessions resumed and spouses were on their own. In the afternoon, a combination museum and city tour by bus and boat handily beat out the White Sox game--only 25 people chose baseball. That night was the main event: a formal awards gala at corporate headquarters in Lake Forest.

The building's four-story atrium was festooned with welcome banners, a huge card signed by the entire home office staff was on display, and hundreds of home office folk lined the sidewalks in front of the building as well as the atrium balconies and applauded as the qualifiers entered. "It was one of the most effective things I ever saw," says Schmidt. "Talk about impacting people and making them feel welcome!"

Defining the Future-- in Lively Toronto * Company: MassMutual

* Meeting Theme: Defining Our Future

* Off-Site Venue: Roy Thomson Hall

* Free Time Offered: One evening

* City Tour Included: Several are planned

* Relied on CVB for: Registration assistance, informational brochures to be made available to attendees on site

When considering sites for its annual Leaders Conference, MassMutual Life Insurance Co. has little choice but a city. That's because 1,100 field associates qualify, and with spouses and children, the total attendance rises to about 2,700.

"We choose our destination because of the facilities available to us," says Mark Kustwan, assistant vice president, conference planning. "There are a limited number of destinations in the United States that can handle a group our size, and most of them are cities."

In the past, MassMutual has used such cities as San Francisco and Orlando, which offer the requisite cachet along with the larger facilities. But for the 2000 Leaders Conference, set for July 30 to August 2, Mass Mutual is heading north to Toronto. Though it may not immediately come to mind as an incentive destination, Kustwan calls it one of North America's most cosmopolitan cities.

Toronto has numerous advantages for MassMutual: The company is familiar with it, having brought the same incentive group there in 1988; the 1,377-room Sheraton Centre can house the entire group (although Kustwan is booking about 150 rooms in an overflow hotel across the street); the nearby Roy Thomson Hall, a cultural landmark and home of the Toronto Symphony Orchestra, is ideal for the group's business meetings and final-night gala; and the exchange rate between the Canadian and U.S. dollars makes any Canadian program a veritable bargain.

And Kustwan is sure attendees will find plenty of things to do. "While our people do enjoy beaches, golf, and tennis, in a city they can take advantage of cultural opportunities, and in Toronto there are many fine museums and great restaurants," he says. "Toronto has the facilities we're looking for, the price is right, and it's an exciting city. There are a lot of factors going for it."

The opening reception will be at the Sheraton. The two full days of the incentive will be similar: breakfast and the Blue Chip Fair (at which home office representatives, in a trade show setting, educate qualifiers about the company's products and services) at the hotel; business sessions at Roy Thomson Hall the rest of the morning; and in the afternoon, city tours, optional business sessions, and, again, the Blue Chip Fair.

MassMutual is making maps and literature available to help the qualifiers and spouses navigate Toronto, and an extensive children's program at the hotel will occupy the under-15s.

Monday evening is free; many of MassMutual's general agents will use the time to entertain their agencies. Kustwan expects the agencies will fan out to such attractions as the CN Tower, dinner cruises, and other venues. Tuesday's final-night banquet takes place at the Sheraton, with the awards ceremony and entertainment at Roy Thomson Hall.

One logistical challenge that Kustwan is handling in the city is moving his large group between the Sheraton and Roy Thomson Hall on the busy streets of downtown. "We will hire some off-duty police officers to provide traffic control and give our people information and directions," he says. "It's a very minor expense for peace of mind."

Interestingly, Kustwan believes that one of the best reasons to choose a city destination is weather. Not that the weather is any better, but if it does happen to rain, the program won't be jeopardized. "Choosing a city location is a big plus if you end up with poor weather," he says, "because many of the major activities, such as museum and shopping, are indoors. "

Then again, Kustwan notes, a heat wave might have the attendees wishing they were on a beach, rather than on city streets. "The challenge is choosing the appropriate city," says Kustwan, who is not expecting that Toronto will wilt, even in mid-summer.

There's No Place Like Home--St. Paul, Minn. * Company: Minnesota Life

* Meeting Theme: No Place Like Home

* Off-Site Venue Used: Queen of Excelsior cruise boat for a dinner

Free Time Offered: One day, for spouses

When departing from the norm of a resort or world-class destination, Minnesota Life's Carol Rice has this advice: "Keep it light, keep it fun."

Last August, the company's Premier Club incentive unfolded not in Vancouver or Colorado Springs, as in previous years, but in St. Paul, Minn., the company's hometown. "We just wanted to try something a little different and see what kind of response it would get," says Rice, director, recognition and conference planning. "When we first announced it, we had a lot of groans because everyone had been here before for business meetings."

Cost also was a factor. The previous April, the same group of 35 agents had gone to Barcelona, Spain, for a Leaders Conference, and the company was looking to keep a lid on the August tab. St. Paul, Rice says, "was probably a good 35 to 40 percent cheaper" than a more traditional resort destination.

The challenge was to make a St. Paul incentive seem not at all like a St. Paul business meeting. Toward that end, Rice used the city's poshest accommodation, The Saint Paul Hotel, a four-star, four-diamond property built in 1910. And she promoted the destination with tongue in cheek: Among the mailings were red sparkly shoes reminiscent of the ruby slippers that Judy Garland wore in The Wizard of Oz. In the movie, Judy Garland--a native of Grand Rapids, Minn.--uttered the immortal words, "There's no place like home," which Rice lifted as her St. Paul theme.

Qualifiers and spouses (60 people in all) arrived on a Sunday afternoon. That evening, the group enjoyed a three-hour dinner cruise on Lake Minnetonka, 45 minutes from St. Paul. The qualifiers met at the hotel throughout the day on Monday, while the spouses went to quaint Stillwater, Minn., near the Wisconsin border, for lunch and shopping.

On Monday evening, Rice staged a "north woods" theme party at the hotel, complete with waiters decked out as lumberjacks, a scale model of a log cabin, pine trees inhabited by stuffed black bears, a scattering of Beanie Baby ducks, and regional specialties including pheasant, wild rice, and walleye pike on the menu. "It looked very much like we were doing a dinner out in the woods," Rice says.

The following day, spouses headed to the Mall of America or other Twin Cities attractions, while qualifiers followed their morning meeting with an outing to The Wilds, a private golf course. "The program worked very well because we were able to have our home office people attend, so the agenda was broader as a result," Rice says.

Attendees went home with DVD players and disks of two movies with Minnesota connections--The Wizard of Oz, of course, and Jingle All the Way, which was filmed in the state. "Afterward, the group said they didn't really mind coming to St. Paul for this type of incentive," Rice says, "as long as it isn't every year."

It won't be. This year, the Premier Club heads for the adobe splendor of Santa Fe, N.M.