GUARANTY NATIONAL INSURANCE COMPANY
               COLORADO CASUALTY INSURANCE COMPANY
        PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
        GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
               LANDMARK AMERICAN INSURANCE COMPANY
              VIKING INSURANCE COMPANY OF WISCONSIN
             VIKING COUNTY MUTUAL INSURANCE COMPANY
                                
       PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
                                
   EFFECTIVE JANUARY.1, 1996, 12:01 A.M., LOCAL STANDARD TIME
                                
                              INDEX
       
       ARTICLE                SUBJECT                      PAGE
          1             PREAMBLE                             1
          2             BUSINESS COVERED                     1
          3             TERM                                 1
          4             DEFINITION OF POLICIES               1
          5             TERRITORY                            1
          6             EXCLUSIONS                           2
          7             RETENTION AND LIMIT                  3
          8             REINSTATEMENT                        3
          9             DEFINITION OF LOSS OCCURRENCE        4
          10            NET LOSS                             5
          11            NET RETAINED LINES                   6
          12            LIABILITY OF THE REINSURER           6
          13            NOTICE OF LOSS AND LOSS SETTLEMENT   6
          14            SALVAGE AND SUBROGATION              7
          15            PREMIUM                              7
          16            CURRENCY                             8
          17            ERRORS AND OMISSIONS                 8
          18            TAXES                                8
          19            ACCESS TO RECORDS                    8
          20            INTERMEDIARY                         8
          21            INSOLVENCY                           9
          22            ARBITRATION                          9
          23            RESERVES                             10
          24            SERVICE OF SUIT                      12
          25            OFFSET                               12
          26            ENTIRE AGREEMENT                     13
       
       ATTACHMENTS
       
       NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE -
       REINSURANCE
       POOLS EXCLUSION CLAUSE
       
<PAGE>
                               -1-
                                
               GUARANTY NATIONAL INSURANCE COMPANY
               COLORADO CASUALTY INSURANCE COMPANY
        PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
        GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
               LANDMARK AMERICAN INSURANCE COMPANY
              VIKING INSURANCE COMPANY OF WISCONSIN
             VIKING COUNTY MUTUAL INSURANCE COMPANY
                                
       PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
                                
PREAMBLE
          
          The Reinsurers hereby reinsure the net excess liability
of the Reassured resulting from any loss occurrence or loss
occurrences which may take place during the term of this Contract
under the Reassured's policies subject to the following
conditions:

ARTICLE 1., BUSINESS COVERED
          
          This Contract shall cover policies in force at the
inception of the Contract or written or renewed subsequent to its
inception, issued by or on behalf the Reassured and classified by
the Reassured as property including Fire, Allied Lines, Inland
Marine, Section I of Farmers Multiple Peril, Homeowners Multiple
Peril and Commercial Multiple Peril and Auto Physical Damage but
excluding Collision.

ARTICLE 2., TERM
     
     A.   The term of this Contract shall be from 12:01 a.m.,
Local Stand Time, January 1, 1996 through 12:01 a.m., Local
Standard Time, January 1, 1997.
     
     B.   If this Contract should terminate while a loss
occurrence cove hereunder is in progress, the Reinsurers shall be
liable subject to all other conditions of this Contract, for
their share of all individual losses resulting from such loss
occurrence whether any such individual losses take place before
or after such termination.

ARTICLE 3., DEFINITION OF POLICIES
          
          The term "policies", whenever used herein, shall mean
all bind policies, contracts, certificates and other obligations,
whether oral or written, of insurance.

ARTICLE 4., TERRITORY
          
          Subject to all other terms and conditions of this
Contract, this Contract shall apply to losses occurring anywhere
within the territorial limits of the Reassured's policy by which
it was insured.

<PAGE>
                                
                               -2-
ARTICLE 5., EXCLUSIONS

     
     A.   This Contract does not apply to and specifically
excludes the following:
          
          1    Business  classified by the Reassured as  Accident
               and   Health,  Workers'  Compensation,  Employers'
               Liability, all forms of third party Bodily  Injury
               Liability, and Fidelity and Surety;
          
          2.   Hail damage to growing or standing crops;
          
          3.   Nuclear  incidents in accordance with the  Nuclear
               Incident  Exclusion  Clause -  Physical  Damage  -
               Reinsurance attached to and forming part  of  this
               Contract;
          
          4.   Reinsurance  treaty business, including  pro  rata
               and  excess of loss, assumed by the Reassured, but
               not  to  exclude  business from State  and  County
               Mutual  Fire,  Security Insurance of Hartford  and
               affiliated companies;
          
          5.   Pools,  Associations  and  Syndicate  business  as
               excluded   by   the  provisions  of   the   "Pools
               Exclusions Clause" attached to and forming part of
               this Contract;
          
          6.   Loss   or  damage  occasioned  by  war,  invasion,
               hostilities, acts of foreign enemies,  civil  war,
               rebellion,   insurrection,  military  or   usurped
               power, or martial law or confiscation by order  of
               any   government  or  public  authority  but   not
               excluding  loss or damage which would  be  covered
               under  a  standard  from of  policy  containing  a
               standard War Exclusion Clause;
          
          7.   Financial Guaranty and Insolvency;
          
          8.   All   liability  of  the  Reassured   arising   by
               contract, operation of law, or otherwise, from its
               participation or membership, whether voluntary  or
               involuntary,  in  any  insolvency  fund  shall  be
               excluded  hereunder.  "Insolvency  Fund"  includes
               any  guaranty fund, insolvency fund,  plan,  pool,
               association, fund or other arrangement,  howsoever
               denominated,   established  or   governed;   which
               provides  for  any  assessment of  or  payment  or
               assumption by the Reassured of part or all of  any
               claim,  debt, charge, fee, or other obligation  of
               an  insurer,  or its successors or assigns,  which
               has been declared by any competent authority to be
               insolvent, or which is otherwise deemed unable  to
               meet   any  claim,  debt,  charge,  fee  or  other
               obligation in whole or in part;
          
          9.   Loss/or Damage/or Costs/or Expenses arising from
               Seepage and/or Pollution and/or Contamination,
               other than Contamination from Smoke Damage.
               Nevertheless, this exclusion does not preclude any
               payment of the cost of the removal of debris of
               property damaged by a loss otherwise

<PAGE>
                                
                               -3-
          
               covered hereunder, but subject always to a limit
               of 25.0% of the Reassured's Property loss under
               the original policy. it is agreed that all
               business the subject of the Contract contains the
               full I.S.O. Seepage and Pollution Exclusion Clause
               or so deemed.
     
     B.    Policies or coverages excluded under the provisions of
this ARTICLE 5., EXCLUSIONS, (other than items (3), (6), (7)  and
(9)  which are inadvertently issued or issued in error or  issued
without  the Reassured's knowledge and consent shall  be  covered
hereunder  provided  such  policies  are  canceled  or   reinsure
elsewhere  as soon as possible upon the Reassured's  Home  Office
Underwriting Management becoming aware that they are excluded.

ARTICLE 6., RETENTION AND LIMIT
          
          The  Reinsurers shall be liable for each and every loss
occurrence,  irrespective of the number and kinds  of  risks  and
perils involved, for 95% of the net loss in excess of $10,000,000
each and every loss occurrence; but the Reinsurers' shall not  be
liable  for  more than $9,500,000 (being 95% of $10,000,000)  for
each  and  every  loss  occurrence.  In the event  the  aggregate
losses  recoverable  under this Contract are expected  to  exceed
$18,000,000, the Reassured shall immediately notify the State  of
Colorado Division of Insurance of the impending exhaustion of the
reinsurance coverage.

ARTICLE 7., REINSTATEMENT
     
     A.    Each  claim hereunder shall reduce the amount  of  the
Reinsurers' liability from the time of the occurrence of the loss
by  the  sum paid, but the sum so exhausted immediately shall  be
reinstated from the time of the occurrence of the loss.
     
     B.    For each amount so reinstated, the Reassured agrees to
pay  an additional premium calculated by multiplying 100% of  the
annual  premium hereon by the product of the percentage that  the
amount  reinstated bears to the limit (i.e. $9,500,000)  of  this
Contract.   Nevertheless, the liability of the  Reinsurers  shall
never  be  more  than  $9,500,000 in  respect  of  any  one  loss
occurrence,  nor more than $19,000,000 in all in respect  of  all
losses occurring during the term of this Contract.
     
     C.    A  provisional reinstatement premium shall be paid  by
the Reassured at the time the Reinsurers pay the loss giving rise
to the reinstatement premium through an offset of the provisional
reinstatement premium due the Reinsurers against the loss payment
due the Reassured, with only the net amount due to be remitted by
the  Reinsurers to the Reassured.  The amount of this provisional
reinstatement  premium shall be based on 100%  of  the  estimated
annual  reinsurance  premium as calculated  in  Paragraph  A.  of
ARTICLE 14., PREMIUM (or the annual deposit premium as stated  in
Paragraph  C. of ARTICLE 14., PREMIUM, if prior to the conclusion
of a full calendar year).

<PAGE>
                                
                               -4-
     
     D.   As promptly as possible after the loss has been paid by
the Reinsurers and the annual reinsurance premium hereunder has
been finally determined, the Reassured shall prepare and submit
to the Reinsurers a final statement of reinstatement premium due.
Any reinstatement premium shown to be due the Reinsurers (less
prior payments, if any) shall be remitted by the Reassured with
its statement.  Any return reinstatement premium shown to be due
the Reassured shall be remitted by the Reinsurers as promptly as
possible after receipt of the Reassured's final statement.

ARTICLE 8., DEFINITION OF LOSS OCCURRENCE
     
     A.    The  term "Loss Occurrence" shall mean the sum of  all
individual  losses  directly  occasioned  by  any  one  disaster,
accident  or  loss  or  series o disasters, accidents  or  losses
arising out of one event which occurs within the are of one state
of the United States or province of Canada and states or province
contiguous thereto and to one another.  However, the duration and
extent  of  an  one  "Loss Occurrence" shall be  limited  to  all
individual losses sustained by the Reassured occurring during any
period  of  168  consecutive hours arising  out  of  an  directly
occasioned  by  the  same  event  except  that  the  term   "Loss
Occurrence" shall be further defined as follows:
          
          1.   As regards windstorm, hail, tornado, hurricane,
               cyclone including ensuing collapse and water
               damage, all individual losses sustained by the
               Reassured occurring during a period of 72
               consecutive hours arising out of and dire
               occasioned by the same event.  However, the event
               need n be limited to one state or province or
               states or provinces contiguous thereto.
          
          2.   As  regards  riot, riot attending a strike,  civil
               commotion,  vandalism and malicious mischief,  all
               individual   loss  sustained  by   the   Reassured
               occurring  during any period of consecutive  hours
               within the area of one municipality county and the
               municipalities or counties contiguous the  arising
               out  of and directly occasioned by the same event.
               maximum  duration of 72 consecutive hours  may  be
               extend in respect of individual losses which occur
               beyond such consecutive hours during the continued
               occupation  of  assured's  premises  by  strikers,
               provided  such  occupation  commenced  during  the
               aforesaid period.
          
          3.   As regards earthquake (the epicenter of which need
               necessarily be within the territorial confines
               referred to in opening paragraph of this ARTICLE
               8., DEFINITION OF LOSS OCCURRENCE) and fire
               following directly occasioned by earthquake, only
               those individual fire losses which commence during
               the period of 168 consecutive hours may be
               included in the Reassured's "Loss Occurrence".

<PAGE>
                                
                               -5-
          
          4.   As   regards  "Freeze",  only  individual   losses
               directly occasioned by collapse, breakage of glass
               and  water  damage (caused by bursting  of  frozen
               pipes   and   tanks)  may  be  included   in   the
               Reassured's "Loss Occurrence".
     
     B.    For  all "Loss Occurrences", other than those referred
to  in sub-paragraph A. 2 of this ARTICLE 8., DEFINITION OF  LOSS
OCCURRENCE, the Reassured may choose the date and time  when  any
such  period of consecutive hours commences provided that  it  is
not earlier than the date and time of the occurrence of the first
recorded  individual loss sustained by the Reassured arising  out
of  that  disaster, accident or loss and provided that  only  one
such period of 168 consecutive hours shall apply with respect  to
one  event except for any "Los Occurrences" referred to  in  sub-
paragraph A. 1. of this ARTICLE 8., DEFINITION 0F LOSS OCCURRENCE
where  only  one such period of 72 consecutive hours shall  apply
with respect to one event.
     
     C.   As respects those "Loss Occurrences" referred to in sub-
paragraph A.. 2. of this ARTICLE 8., DEFINITION OF LOSS
OCCURRENCE, if the disaster, accident or loss occasioned by the
event is of greater duration than 72 consecutive hours, then the
Reassured may divide that disaster, accident or loss into two or
more "Loss Occurrences" provided no two periods overlap and no
individual loss included in more than one such period and
provided that no period commences earlier than the date and time
of the occurrence of the first recorded individual loss sustained
by the Reassured arising out of that disaster, accident or loss.
     
     D.   No individual losses occasioned by an event that would
be covered by 72 hours clauses may be included in any "Loss
Occurrence" claimed under the 168 hours provision.

ARTICLE 9., NET LOSS
     
     A.   The term "net loss" shall mean the actual loss incurred
by  the  Reassured under policies covered hereunder.   Such  loss
shall include sums paid in settlement of claims and suits and  in
satisfaction  of judgments, including prejudgment  interest  when
added  to a judgment.  Such loss also shall include all allocated
loss adjustment expenses paid by the Reassured including but  not
limited  to expenses sustained in connection with settlement  and
litigation  of  claims  and  suits,  satisfaction  of  judgments,
resistance  to  or  negotiations concerning a loss  (which  shall
include  the pro rata share of the Reassured's outside  employees
according  to  the time occupied in adjusting such loss  and  the
expenses  of the Reassured's employees while diverted from  their
normal  duties to the service of field adjustment but  shall  not
include any salaries of officers nor normal overhead expenses  of
the   Reassured)  and  any  interest  on  judgments  other   than
prejudgment interest when added to a judgment.
     
     B.    All  salvages, recoveries, payments and  reversals  or
reductions of verdicts or judgments (net of the cost of obtaining
such  salvage,  recovery, payment or reversal or reduction  of  a
verdict  or  judgment)  whether recovered, received  or  obtained
prior  or  subsequent  to loss settlement  under  this  Contract,
including

<PAGE>
                                
                               -6-

amounts recoverable under other reinsurance whether collected or
not, shall be applied as if recovered, received or obtained prior
to the aforesaid settlement and shall be deducted from the actual
losses sustained to arrive at the amount of the net loss.
Nothing in this ARTICLE 9., NET LOSS, shall be construed to mean
losses are not recoverable until the net loss to the Reassured
finally has been ascertained.

ARTICLE 10., NET RETAINED LINES
    
    A.     This  Contract  applies only to that  portion  of  any
insurance or reinsurance which the Reassured retains net for  its
own  account and in calculating the amount of any loss  hereunder
and  also  in computing the amount or amounts in excess of  which
this  Contract attaches, only loss or losses in respect  of  that
portion  of  any  insurance or reinsurance  which  the  Reassured
retains net for its own account shall be included.
    
    B.      It  is  agreed,  however,  that  the  amount  of  the
Reinsurers' liability hereunder in respect of any loss or  losses
shall  not  be  increased  by reason  of  the  inability  of  the
Reassured to collect from any other Reinsurers, whether  specific
or  general,  any amounts which may have become  due  from  them,
whether  such inability arises from the insolvency of such  other
Reinsurers or otherwise.
     
     C.    It is understood that the Reassured carries underlying
per  risk excess reinsurance, recoveries under which shall  inure
to  the benefit of the Reinsurers hereunder and shall be deducted
in determining the net loss subject to this Contract.

ARTICLE 11., LIABILITY OF THE REINSURER
     
     A.    The  liability of the Reinsurers shall follow that  of
the  Reassured in every case, and be subject in all  respects  to
all  the  general and special stipulations, clauses, waivers  and
modifications  of  the Reassured's policies and any  endorsements
thereon.

     B.   All terms of this Contract shall De subject to the laws
of the state of Colorado.
     
     C.   Nothing herein shall in any manner create any
obligations or establish any rights against the Reinsurers in
favor of any third party or any persons not parties to this
Contract.

ARTICLE 12., NOTICE OF LOSS AND LOSS SETTLEMENT
     
     A.    The Reassured shall advise the Reinsurers promptly  of
all  loss occurrences which, in the opinion of the Reassured, may
result  in  a  claim hereunder and of all subsequent developments
thereto  which,  in the opinion of the Reassured, may  materially
affect  the position of the Reinsurers.  Inadvertent omission  or
oversight  in  giving  such notice shall in  no  way  affect  the
liability  of the Reinsurers.  However, the Reinsurers  shall  be
informed  of  such  omission  or  oversight  promptly  upon   its
discovery.

<PAGE>
                                
                               -7-
     
     B.    All  loss settlements made by the Reassured,  provided
they   are   within  the  terms  of  this  Contract,   shall   be
unconditionally binding upon the Reinsurers, who agree to pay all
amounts  for  which  they  may be liable immediately  upon  being
furnished b the Reassured with reasonable evidence of the  amount
due.
     
     
ARTICLE 13., SALVAGE AND SUBROGATION
          
          The  Reinsurers  shall be credited with salvage  (i.e.,
reimbursement  obtained or recovery made by the  Reassured,  less
the actual cost, excluding salaries of officials and employees of
the  Reassured  and  sums  paid  to  attorneys  as  retainer,  of
obtaining such reimbursement or making such recovery) on  account
of   claims  and  settlements  involving  reinsurance  hereunder.
Salvage  thereon  shall always be used to  reimburse  the  excess
carriers  in  the  reverse order of their priority  according  to
their participation before being used in any way to reimburse the
Reassured  for its primary loss.  The Reassured hereby agrees  to
enforce  its  rights to salvage or subrogation  relating  to  any
loss, a part of which loss was sustained by the Reinsurer, and to
prosecute all claims arising out of such rights.

ARTICLE 14., PREMIUM
          
          A.   The premium due the Reinsurers shall be calculated
by applying a rate of .408% to the Reassured's gross net written
premium income during the term of this Contract.

               The term "gross net written premium income" shall
mean gross premiums written on business covered hereunder less
premiums paid for reinsurance, recoveries under which would
reduce the loss under this Contract.
     
     B.    For purposes of this Contract, 100% of the Reassured's
written  premium  for  property, including  Fire,  Allied  Lines,
Inland Marine, Section I of Farmowners Multiple Peril, Homeowners
Multiple  Peril and Commercial Multiple Peril and  Auto  Physical
Damage excluding Collision shall be reported hereunder.
     
     C.    A deposit premium of $369,000, shall be payable to the
Reinsurers in four equal installments of $92,250, each, the first
payment  being due at inception of this Contract and  the  second
and  subsequent payments being payable as of April 1, July 1  and
October  1,  1996.  This Contract shall be subject to  a  minimum
premium   of  $295,200.   As  promptly  as  possible  after   the
termination  of  this  Contract, the  Reassured  shall  render  a
statement  to  the  Reinsurers  showing  the  actual  reinsurance
premiums due hereunder, calculated as provided in Paragraph A. of
this  ARTICLE 14., PREMIUM, and, if the premium so calculated  is
greater  than  the deposit premium, the additional premium  shall
hereupon be paid to the Reinsurers.  If the premium so calculated
in  Paragraph A. of this ARTICLE 14., PREMIUM, is less  than  the
minimum   premium,   Reinsurers  will  immediately   return   the
difference  between the minimum premium and the  deposit  premium
previously  paid by the Reassured.  If the premium calculated  in
Paragraph  A. of this ARTICLE 14., PREMIUM, is greater  than  the
minimum  premium  but  less than the deposit premium,  Reinsurers
will  immediately return the difference between  the  reinsurance
premium  due  and  the  deposit premium previously  paid  by  the
Reassured.

<PAGE>
                                
                               -8-

ARTICLE 15., CURRENCY
          
          Whenever the word "Dollars" or the "$" sign appears  in
this  Contract,  they shall be construed to  mean  United  States
Dollars  and  all transactions under this Contract  shall  be  in
United States Dollars.
          
          Amounts paid or received by the Reassured in any  other
currency shall be converted to United States Dollars at the  rate
of  exchange at the date such transaction is entered on the books
of the Reassured.

ARTICLE 16., ERRORS AND OMISSIONS
          
          Inadvertent  delays,  errors  or  omissions   made   in
connection with this Contract shall not relieve either party from
any liability which would have attached had such delay, error  or
omission not occurred, provided always that such delay, error  or
omission  shall be rectified as soon as possible after  discovery
by the Reassured's Home Office.

ARTICLE 17., TAXES
          
          In consideration of the terms under which this Contract
is issued, the Reassured undertakes not to claim any deduction of
the  premium  hereon  when making Canadian tax  returns  or  when
making tax returns, other than income or profits tax returns,  to
any  state or territory of the United States of America or to the
District of Columbia.

ARTICLE 18., ACCESS TO RECORDS
          
          The  Reassured  shall  place at  the  disposal  of  the
Reinsurers at all reasonable times, and the Reinsurers shall have
the  right  to  inspect through their designated representatives,
during  the  term  of  this Contract and thereafter,  all  books,
records  and  papers  of  the Reassured in  connection  with  any
reinsurance hereunder, or the subject matter hereof.

ARTICLE 19., INTERMEDIARY
          
          Towers  Perrin Reinsurance is hereby recognized as  the
Intermediary   negotiating  this  Contract   for   all   business
hereunder.   All  communications (including but  not  limited  to
notices, statements, premium, return premium, commissions, taxes,
losses,  loss  adjustment expense, salvages and loss settlements)
relating  thereto  shall be transmitted to the Reassured  or  the
Reinsurers through Towers Perrin Reinsurance, Mellon Bank Center,
1735   Market  Street,  Philadelphia,  Pennsylvania,  19103-7501.
Payments by the Reassured to the intermediary shall be deemed  to
constitute payment to the Reinsurers.  Payments by the Reinsurers
to  the Intermediary shall be deemed to constitute payment to the
Reassured  only  to  the extent that such payments  are  actually
received by the Reassured.

<PAGE>
                                
                               -9-

ARTICLE 20., INSOLVENCY
     
     A.     In  the  event  of insolvency of the  Reassured,  the
 reinsurance  under  this  Contract  shall  be  payable  by   the
 Reinsurers  to the Reassured or to its liquidator, receiver,  or
 statutory  successor  on  the basis  of  the  liability  of  the
 Reassured  under  the  policy  or  policies  reinsured   without
 diminution because of the insolvency of the Reassured.
     
     B.    It is further agreed that the liquidator, or receiver,
or statutory successor of the Reassured shall give written notice
to  the  Reinsurers  of  the pendency of any  claim  against  the
Reassured  on  the  policies reinsured within a  reasonable  time
after such claim is filed in the insolvency proceeding, and  that
during  the pendency of such claim the Reinsurers may investigate
such claim and interpose, at their own expense, in the proceeding
where  such  claim is to be adjudicated, any defense or  defenses
which  they  may  deem  available to  the  Reassured  or  to  its
liquidator,  or  receiver, or statutory successor.   The  expense
thus  incurred by the Reinsurers shall be chargeable, subject  to
court  approval, against the Reassured as part of the expense  of
liquidation to the extent of a proportionate share of the benefit
which  may  accrue to the Reassured solely as  a  result  of  the
defense undertaken by the Reinsurers.

ARTICLE 21., ARBITRATION
     
     A.    Any  dispute or other matter in question  between  the
Reassured  and the Reinsurers arising out of or relating  to  the
formation,  interpretation,  performance,  or  breach   of   this
Contract, whether such dispute arises before or after termination
of  this  Contract, shall be settled by arbitration.  Arbitration
shall  be initiated by the delivery of a written notice of demand
for  arbitration  by one party to the other within  a  reasonable
time after the dispute has arisen.
     
     B.    If  more  than one Reinsurer is involved in  the  same
dispute,  all  such Reinsurers shall constitute and  act  as  one
party   for  the  purposes  of  this  ARTICLE  21.,  ARBITRATION,
provided, however, that nothing herein shall impair the rights of
such Reinsurers to assert several, rather than joint, defenses or
claims,  nor  be  construed  as changing  the  liability  of  the
Reinsurers  under  the  terms of this Contract  from  several  to
joint.
     
     C.    Each  party shall appoint an individual as  arbitrator
and  the  two so appointed shall then appoint a third arbitrator.
If  either  party  refuses or neglects to appoint  an  arbitrator
within  sixty  days,  the  other party  may  appoint  the  second
arbitrator.   If  the two arbitrators do not  agree  on  a  third
arbitrator  within sixty days of their appointment, each  of  the
arbitrators  shall nominate three individuals.   Each  arbitrator
shall  then decline two of the nominations presented by the other
arbitrator.  The third arbitrator shall then be chosen  from  the
remaining two nominations by drawing lots.  The arbitrators shall
be  active  or  retired  officers  of  insurance  or  reinsurance
companies  or Lloyd's London Underwriters; the arbitrators  shall
not  have a personal or financial interest in the result  of  the
arbitration.

<PAGE>
                                
                              -10-
     
     D.    The  arbitration hearings shall be held in  Englewood.
Colorado,  or  such other place as may be mutually agreed.   Each
party shall submit its case to the arbitrators within sixty  days
of  the  selection of the third arbitrator or within such  longer
period  as  may  be agreed by the arbitrators.   The  arbitrators
shall  not be obliged to follow judicial formalities or the rules
of  evidence except to the extent required by governing law, that
is,  the  state  law  of the situs of the arbitration  as  herein
agreed; they shall make their decisions according to the practice
of the reinsurance business.  The decision rendered by a majority
of  the  arbitrators shall be final and binding on both  parties.
Such  decision  shall be a condition precedent to  any  right  of
legal  action arising out of the arbitrated dispute which  either
party  may  have  against  the other.  Judgment  upon  the  award
rendered may be entered in any court having jurisdiction thereof.
     
     E.    Each  party shall Pay the fee and expenses of its  own
arbitrator  and  one-half of the fee and expenses  of  the  third
arbitrator.   All  other  expenses of the  arbitration  shall  be
equally divided between the parties.
     
     F.   Except as provided above, arbitration shall be based,
insofar as applicable, upon the procedures of the American
Arbitration Association.
     
     G.   In the event of the insolvency of the Reassured, all
arbitration proceedings must also be subject to the laws of the
state of Colorado.

ARTICLE 22., RESERVES
     
     A.    If a jurisdiction of the United States will not permit
the  Reassured, in the statements required to be filed  with  its
regulatory  authority(ies), to receive full  credit  as  admitted
reinsurance   for  any  Reinsurers  share  of  obligations,   the
Reassured  shall  forward to such Reinsurer a  statement  of  the
Reinsurer's  share  of such obligations.  Upon  receipt  of  such
statement the Reinsurer shall promptly apply for, and provide the
Reassured  with, a "clean," unconditional and irrevocable  Letter
of  Credit,  in the amount specified in the statement  submitted,
with  terms  and bank acceptable to the regulatory authority(ies)
having jurisdiction over the Reassured.  An acceptable bank is  a
"qualified  United States Financial institution"  as  defined  by
Regulation  No.  10-1-102  (9.5)  promulgated  by  the   Colorado
Insurance Department.
     
     B.    "Obligations," as used in this ARTICLE 22.,  RESERVES,
shall  mean  the sum of losses paid and allocated loss adjustment
expenses  paid  by the Reassured but not yet recovered  from  the
Reinsurer,  plus reserves for reported losses and allocated  loss
adjustment  expenses.  It shall not include reserves  for  losses
incurred but not reported.
     
     C.    The  Reinsurer hereby agrees that the Letter of Credit
will  provide  for  automatic extension of the Letter  of  Credit
without  amendment for one year from the date  of  expiration  of
said Letter or any future expiration date unless thirty (30) days
prior  to  any  expiration  the issuing  bank  shall  notify  the
Reassured by registered mail that the issuing bank elects not  to
consider the Letter of Credit renewed for any additional period.

<PAGE>
                                
                              -11-
     
     D.    Notwithstanding any other provision of this  Contract,
the  Reassured  or  any  successor by operation  of  law  of  the
Reassured   including,   without  limitation,   any   liquidator,
rehabilitator, receiver or conservator of the Reassured may  draw
upon such credit, without diminution because of the insolvency of
any  party  hereto, at any time and undertakes to use  and  apply
such credit for one or more of the following purposes only:
          
          1    To  pay the Reinsurer's share or to reimburse  the
               Reassure   for  the  Reinsurer's  share   of   any
               obligations,   as  stipulated  in  the   statement
               submitted by the Reassured to the Reinsurer, which
               is  due to the Reassured and not otherwise paid by
               the Reinsurer.
          
          2.   In  the event the Reassured has received effective
               notice of non-renewal of the Letter of Credit  and
               the Reinsurer's liability remains unliquidated and
               undischarged thirty (30) days prior to the  expiry
               date  of  the  Letter of Credit, to  withdraw  the
               balance  of  the Letter of Credit and  place  such
               sums  in  an  interest bearing  trust  account  to
               secure the continuing liabilities of the Reinsurer
               under  this  Contract until a  renewal  Letter  of
               Credit acceptable to the regulatory authority(ies)
               having  jurisdiction  over  the  Reassured,  or  a
               substitute  in  lieu  thereof  acceptable  to  the
               regulatory authority(ies) having jurisdiction over
               the Reassured, has been received by the Reassured.
               The  Reassured  shall  provide  to  the  Reinsurer
               payment of any interest thereon accruing from such
               account.
          
          3.   To  make  refund of any sum which is in excess  of
               the  actual amount required for Sub-paragraphs  1.
               and  2.  of  this  Paragraph D., of  ARTICLE  22.,
               RESERVES.
     
     E.   At annual intervals or more frequently as determined by
the  Reassured,  but  never more frequently than  quarterly,  the
Reassured  shall  prepare  a specific  statement,  for  the  sole
purpose  of  amending the Letter of Credit,  of  the  Reinsurer's
share  of  any  obligations.  If the  statement  shows  that  the
Reinsurer's share of obligations exceeds the balance of credit as
of  the  statement date, the Reinsurer shall, within thirty  (30)
days  after receipt of notice of such excess, secure delivery  to
the  Reassured of an amendment of the Letter of Credit increasing
the  amount of credit by the amount of such difference.   If  the
statement   shows,  however,  that  the  Reinsurer's   share   of
obligations  is  less  than  the balance  of  credit  as  of  the
statement  date,  the Reassured shall, within  thirty  (30)  days
after receipt of written request from the Reinsurer, release such
excess credit by agreeing to secure an amendment to the Letter of
Credit  reducing the amount of credit available by the amount  of
such excess credit.
     
     F.    The  bank  shall have no responsibility whatsoever  in
connection  with  the  propriety  of  withdrawals  made  by   the
Reassured or the disposition of funds withdrawn, except to assure
that  withdrawals  are  made  only upon  the  order  of  properly
authorized representatives of the Reassured.  The Reassured shall
incur  no obligation to the bank in acting upon the credit, other
than as appears in the express terms thereof.

<PAGE>
                                
                              -12-

ARTICLE 23., SERVICE OF SUIT Paragraphs A. and B. of this
                              ARTICLE 23., SERVICE OF SUIT, only
                              apply to Reinsurers domiciled
                              outside of the United States and/or
                              unauthorized in the State of New
                              York)
     
     A.    It  is agreed that in the event of the failure of  the
Reinsurers  hereon to pay any amount claimed to be due hereunder,
the  Reinsurers  hereon, at the request of  the  Reassured,  will
submit  to  the jurisdiction of a Court of competent jurisdiction
within  the United States.  Nothing in this ARTICLE 23.,  SERVICE
OF  SUIT,  constitutes or should be understood  to  constitute  a
waiver  of Reinsurers' rights to commence an action in any  Court
of  competent  jurisdiction in the United States,  to  remove  an
action  to a United States District Court, or to seek a  transfer
of a case to another Court as permitted by the laws of the United
States  or  of  any State in the United States.   It  is  further
agreed  that  service of process in such suit  may  be  mad  upon
Mendes  and Mount, 750 Seventh Avenue, New York, New York  10019-
6829,  and  that in any suit instituted against any one  of  them
upon  this  Contract, such Reinsurer(s) will abide by  the  final
decision of such Court or of any Appellate Court in the event  of
an appeal.
     
     B.   The above-named are authorized and directed to accept
service process on behalf of Reinsurers in any such suit and/or
upon the request of t Reassured to give a written undertaking to
the Reassured that they will enter general a appearance upon
Reinsurers' behalf in the event such a suit shall be instituted.
    
    C.      Further,  pursuant  to  any  statute  of  any  state,
territory  or  district of t United States which makes  provision
therefore,  Reinsurers hereon hereby design  the  Superintendent,
Commissioner or Director of Insurance or other officer  specified
for  that purpose in the, statute, or his successor or successors
in office, as their t and lawful attorney upon whom may be served
any  lawful process in any action, s or proceeding instituted  by
or  on  behalf  of  the  Reassured or any  beneficiary  hereunder
arising out of this Contract of reinsurance, and hereby designate
t  above-named  as  the  person  to  whom  the  said  officer  is
authorized to mail such process or a true copy therof.

ARTICLE 24., OFFSET
          
          The  Reassured or the Reinsurer may offset any  balance
allowed  by  Colorado  law,  statute or  regulation,  whether  on
account of premium, commission, claims or losses, loss adjustment
expenses, recoveries, salvage, or any other amount due  from  one
party  to  the  other under this Contract or any  other  contract
heretofore  or  hereafter entered into between the Reassured  and
the  Reinsurer,  whether acting as assuming reinsurer  or  ceding
company.   This  right of offset shall not  be  affected  by  the
insolvency of either the Reassured or the Reinsurer.

<PAGE>
                                
                              -13-

ARTICLE 25., ENTIRE AGREEMENT
         
         This agreement embodies the whole agreement of the
parties and there are no promises, terms, conditions, obligations
other than those contained herein.

<PAGE>

Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance

1.   This reinsurance does not cover any loss or liability
accruing to the Reassured, directly or Indirectly and whether as
Insurer or Reinsurer, from Any Pool of Insurers or Reinsurers
formed for the purpose of covering Atomic or Nuclear Energy
risks.

2.   Without in any way restricting the operation of paragraph
(1) of this Clause, this reinsurance does not cover any loss or
liability accruing to the Reassured, directly or indirectly and
whether as Insurer or Reinsurer, from any insurance against
Physical Damage (including business interruption or consequential
loss arising out of such Physical Damage) to:
     
       I. Nuclear reactor power plants including all auxiliary
          property on the site, or
     
     II.  Any other nuclear reactor installation. including
          laboratories handling radioactive materials in
          connection with reactor installations, and "critical
          facilities" as such. or
     
     III. Installations for fabricating Complete fuel elements or
          for processing substantial quantities of "special
          nuclear material," and for reprocessing, salvaging,
          chemically separating, storing or disposing Of "spent"
          nuclear fuel or waste materials, or
     
     IV.  Installations other than those listed in paragraph (2)
          III above mine substantial quantities of radioactive
          isotopes or other products of nuclear fission.

3.   Without in any way restricting the operations of paragraphs
(1) and (2) hereof, this reinsurance does not cover any loss or
liability by radioactive contamination accruing to the Reassured,
directly or indirectly, and whether as Insurer or Reinsurer, from
any insurance on property which is on the same site as a nuclear
reactor power plant or other nuclear installation and which
normally would be Insured therewith except that this paragraph
(3) shall not operate
    
    (a)   where Reassured does not have knowledge of such nuclear
          reactor power plant or nuclear installation, or
     
     (b)  where said insurance contains, a provision excluding
          coverage for damage to property caused by or resulting
          from radioactive contamination, however caused.
          However on and after 1st January 1960 this sub-
          paragraph (b) shall only apply provided the said
          radioactive contamination exclusion provision has bases
          Approved by the Governmental Authority having
          jurisdiction thereof.

4.   Without in any way restricting the operations of paragraphs
(1). (2) and (3) hereof, this reinsurance does not cover any loss
or liability by radioactive contamination accruing to the
Reassured, directly or indirectly, and whether as Insurer or
Reinsurer, when such radioactive contamination is a named hazard
specifically insured against.

5.   It is understood and agreed that this Clause shall not
extend to risks using radioactive isotopes in any form where the
nuclear exposure is not considered by the Reassured to be the
primary hazard.

6.   The term "special nuclear material" shall have the meaning
given it in the Atomic Energy Act of 1954 or by any law
amendatory thereof.

7.   Reassured to be sole judge of what constitutes:
     
     (a)  substantial quantities, and
     
     (b)  the extent of installation, plant or site.

NOTE--Without in any way restricting the operation of paragraph
(1) hereof, it is understood and agreed that
     
     (a)  all  policies issued by the Reassured on or before 31st
          December 1957 shall be free from the application of the
          other  provisions of this Clause until expiry  date  or
          31st December 1960 whichever first occurs whereupon all
          the provisions of this Clause shall apply.
     
     (b)  with  respect  to  any risk located in Canada  policies
          issued by the Reassured on or before 31st December 1958
          shall  be  free  from  the  application  of  the  other
          provisions  of this Clause until expiry  date  or  31st
          December 1960 whichever first occurs whereupon all  the
          provisions of this Clause shall apply.

<PAGE>
                                
                                
       POOLS, ASSOCIATIONS AND SYNDICATES EXCLUSION CLAUSE
                                
SECTION A

It is agreed that the following is excluded hereunder:

(1)  All  business derived directly or indirectly from any  Pool,
     Association or Syndicate which maintains its own reinsurance
     facilities.

(2)  Any  Pool or Scheme, (whether voluntary or mandatory) formed
     after  1st March, 1968 for the purpose of insuring  property
     whether  on a country-wide basis or in respect of designated
     areas.    This  exclusion  shall  not  apply  to   so-called
     Automobile Insurance Plans or other Pools formed to  provide
     coverage for Automobile Physical Damage.

SECTION B

It  is agreed that business written by the Reassured for the same
perils, which is known at the time to be insured by, or in excess
of underlying amounts placed in the following Pools, Associations
or  Syndicates,  whether by way of insurance or  reinsurance,  is
excluded hereunder.
     
     Industrial Risk Insurers
     Associated Factory Mutuals
     Improved Risk Mutuals
     
     Any Pool, Association or Syndicate formed for the purpose of
     writing oil, gas or petro-chemical plants and/or oil or  gas
     drilling rigs
     
     United States Aircraft Insurance Group
     Canadian Aircraft Insurance Group
     Associated Aviation Underwriters
     American Aviation Underwriters

Section B does not apply:

(1)  Where the Total Insured Value over all interests of the risk
     in question is less than $250,000,000.

(2)  to interests traditionally underwritten as Inland Marine or
     Stock and/or Contents written on a Blanket Basis.

(3)  to Contingent Business interaction, except when the
     Reassured is aware that the key location is known at the
     time to be insured in any Pool, Association or Syndicate
     named above.

(4)     to risks as follows:
     
     offices, hotels, apartments, hospitals, educational
     establishments, public utilities (other than railroad
     schedules) and builder's risks on the classes of risks
     specified in this subsection (4) only.

Where this Clause attaches to Catastrophe Excess of Loss
Reinsurance Agreements, the following SECTION C is added:

SECTION C

Nevertheless the Reinsurers specifically agree that liability
accruing to the Reassured from its participation in:

(1)  The following so-called "Coastal Pools"
     
     Alabama Insurance Underwriting Association
     Florida Windstorm Underwriting Association
     Louisiana Insurance Underwriting Association
     Mississippi Windstorm Underwriting Association
     North Carolina insurance Underwriting Association
     South Carolina Windstorm and Hail Underwriting Association
     Texas Catastrophe Property Insurance Association

(2)  All  "Fair Plan" Business, including but not limited to  the
     Florida Residential Property and Casualty Joint Underwriting
     Association  and  the Florida Property  and  Casualty  Joint
     Underwriting   Association;  and  all  "Rural   Risk   Plan"
     Business,

for all perils otherwise protected hereunder shall not be
excluded, except that this reinsurance does not include any
increase in such liability resulting from:
     
     (i)  The inability of any other participant in such "Coastal
          Pool"  and/or "Fair Plan" and/or "Rural Risk  Plan"  to
          meet its liability.
    
    (ii)  Any claim against such "Coastal Pool" and/or "Fair
          Plan"  and/or "Rural Risk Plan" or any participant therein,
          including  the  Reassured whether by way of subrogation  or
          otherwise, brought by or on behalf of any insolvency fund (as
          defined in the Insolvency Funds Exclusion Clause incorporated in
          this Agreement).

<PAGE>
                                          Reference No.

                                
       PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
                                
   EFFECTIVE JANUARY 1, 1996, 12:01 A.M., LOCAL STANDARD TIME
                                
                             for the
                                
               GUARANTY NATIONAL INSURANCE COMPANY
               COLORADO CASUALTY INSURANCE COMPANY
        PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
        GUARANTY NATIONAL INSURANCE COMPANY 0F CALIFORNIA
                       ENGLEWOOD, COLORADO
                                
               LANDMARK AMERICAN INSURANCE COMPANY
                     OKLAHOMA CITY, OKLAHOMA
               VIKING INSURANCE COMPANY 0F WISCONIN
                       MADISON, WISCONSIN
             VIKING COUNTY MUTUAL INSURANCE COMPANY
                          AUSTIN, TEXAS
              (hereinafter called the "Reassured")

                               by
                               
             FIRST EXCESS & REINSURANCE CORPORATION

                            MISSOURI

 (hereinafter called, with other participants, the "Reinsurers")

          
          Under the terms of this Contract the above
          Reinsurers agrees to assume severally and not
          jointly with other participants
                                
                          a 4.50% share
          
          of the liability described in the attached Contract
          and, as consideration, the Reinsurers shall receive
          a 4.50% share of the premium named therein.

Signed in Overland Park, Kansas, this 11th day of May, 1996

                              FIRST EXCESS & REINSURANCE
                              CORPORATION

                              BY   s/Michael   C.   S.   Burn,
                              TITLE   Michael C. S.  Burn,  Vice President
<PAGE>

                                          Reference No.

                                
       PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
                                
   EFFECTIVE JANUARY 1, 1996, 12:01 A.M., LOCAL STANDARD TIME
                                
                             for the
                                
               GUARANTY NATIONAL INSURANCE COMPANY
               COLORADO CASUALTY INSURANCE COMPANY
        PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
        GUARANTY NATIONAL INSURANCE COMPANY 0F CALIFORNIA
                       ENGLEWOOD, COLORADO
                                
               LANDMARK AMERICAN INSURANCE COMPANY
                     OKLAHOMA CITY, OKLAHOMA
               VIKING INSURANCE COMPANY 0F WISCONIN
                       MADISON, WISCONSIN
             VIKING COUNTY MUTUAL INSURANCE COMPANY
                          AUSTIN, TEXAS
              (hereinafter called the "Reassured")

                               by

            
                 HANNOVER RUCKVERSICHERUNG AG          80%
               EISEN UND STAHL RUCKVERSICHERUNG AG      20%
                                
                        HANNOVER,GERMANY
                                
 (hereinafter called, with other participants, the "Reinsurers")
           
           Under the terms of this Contract the above
           Reinsurer agrees to assume severally and not
           jointly with other participants
                                
                         a 10.00% share
           
           of the liability described in the attached
           Contract and, as consideration, the Reinsurer
           shall receive a 10.00% share of the premium named
           therein.

Signed in Hannover, Germany, this 15th day of August, 1996,

HRES                           HANNOVER RUCKVERSICHERUND AG 
Hereof                         EISEN UND STAHLHANNOVER RUCKKVERSICHERUNG AG
80% HANNOVER RUCK                           HANNOVER              
20% EISEN UND STAHL               Ruckversicherungs-Aktiengesellschaft
-------------------                 EISEN UND STAHL         
Closings to Hannover Ruck         Ruckversicherungs-Aktiengesellschaft
Reference Number 0-411713-3000             
                    
                                      By s/Konrad Rentrup
                                         s/Adreas Steinweg
                                    TITLE:________________

                                North American Treaty Dpt.- VR 10
<PAGE>

                                          Reference No.

                                
       PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
                                
   EFFECTIVE JANUARY 1, 1996, 12:01 A.M., LOCAL STANDARD TIME
                                
                             for the
                                
               GUARANTY NATIONAL INSURANCE COMPANY
               COLORADO CASUALTY INSURANCE COMPANY
        PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
        GUARANTY NATIONAL INSURANCE COMPANY 0F CALIFORNIA
                       ENGLEWOOD, COLORADO
                                
               LANDMARK AMERICAN INSURANCE COMPANY
                     OKLAHOMA CITY, OKLAHOMA
               VIKING INSURANCE COMPANY 0F WISCONIN
                       MADISON, WISCONSIN
             VIKING COUNTY MUTUAL INSURANCE COMPANY
                          AUSTIN, TEXAS
              (hereinafter called the "Reassured")

                         
                               by

                   THE HANOVER INSURANCE COMPANY
                                
                          NEW HAMPSHIRE
                                
 (hereinafter called, with other participants, the "Reinsurers")
           
           Under the terms of this Contract the above
           Reinsurer agrees to assume severally and not
           jointly with other participants
                                
                          a 5.00% share
           
           of the liability described in the attached
           Contract and, as consideration, the Reinsurers
           shall receive a 5.00% share of the premium named
           therein.
     
     Signed  in Florham Park, New Jersey, this 24th day of  June,
     1996,
                              
                              ALLMERICA  RE for and on behalf  of
                              THE HANOVER INSURANCE COMPANY
                              
                              BY s/Phillip A. Werund
                              TITLE     Vice President
<PAGE>

                                          Reference No.

                                
       PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
                                
   EFFECTIVE JANUARY 1, 1996, 12:01 A.M., LOCAL STANDARD TIME
                                
                             for the
                                
               GUARANTY NATIONAL INSURANCE COMPANY
               COLORADO CASUALTY INSURANCE COMPANY
        PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
        GUARANTY NATIONAL INSURANCE COMPANY 0F CALIFORNIA
                       ENGLEWOOD, COLORADO
                                
               LANDMARK AMERICAN INSURANCE COMPANY
                     OKLAHOMA CITY, OKLAHOMA
               VIKING INSURANCECOMPANY 0F WISCONIN
                       MADISON, WISCONSIN
             VIKING COUNTY MUTUAL INSURANCE COMPANY
                          AUSTIN, TEXAS
              (hereinafter called the "Reassured")

                               
                               by

                  INSURANCE COMPANY OF THE WEST

                           CALIFORNIA

                                
 (hereinafter called, with other participants, the "Reinsurers")
           
           Under the terms of this Contract the above
           Reinsurer, agrees to assume severally and not
           jointly with other participants
                                
                          a 7.75% share
           
           of the liability described in the attached
           Contract and, as consideration, the Reinsurer
           shall receive a 7.75% share of the premium named
           therein.

Signed in San Diego, California, this 13th day of May 1996,

                             INSURANCE COMPANY OF THE WEST

                             BY   s/John DiValco
                             TITLE     Senior Vice President
<PAGE>

                                          Reference No.

                                
       PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
                                
   EFFECTIVE JANUARY 1, 1996, 12:01 A.M., LOCAL STANDARD TIME
                                
                             for the
                                
               GUARANTY NATIONAL INSURANCE COMPANY
               COLORADO CASUALTY INSURANCE COMPANY
        PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
        GUARANTY NATIONAL INSURANCE COMPANY 0F CALIFORNIA
                       ENGLEWOOD, COLORADO
                                
               LANDMARK AMERICAN INSURANCE COMPANY
                     OKLAHOMA CITY, OKLAHOMA
               VIKING INSURANCECOMPANY 0F WISCONIN
                       MADISON, WISCONSIN
             VIKING COUNTY MUTUAL INSURANCE COMPANY
                          AUSTIN, TEXAS
              (hereinafter called the "Reassured")

                                
                               by

               MUNCHENER RUCKVERSICHERUNGS-GESELL

                         MUNICH, GERMANY

 (hereinafter called, with other participants, the "Reinsurers")

           
           Under the terms of this Contract the above
           Reinsurer, agrees to assume severally and not
           jointly with other participants
                                
                         a 22.50% share
           
           of the liability described in the attached
           Contract and, consideration, the Reinsurers shall
           receive a 22.50% share of the premium named
           therein.

Signed in Munich, Germany, this 20th day of June, 1996,
                              
Cash deposit (at              MUNCHENER RUCKVERSICHERUNG
market interest rate)         GESELL
or securities deposit         Munchener Ruckversicherungs-
with ceding company           Gesellschaft
in cases where Letter
of Credit is required
Munchener Ruckversicherungs-Gesellschaft
                              
FET not applicable            BY  s/Peter Wagner and
as IRS Closing                s/Christine Hutter
Agreement                     TITLE: _______________
CC:INTL-0321-92               
dated June 19, 1992           
                              
subject to the exclusion of extra contractual obligations 
(article 5-Exclusions)

<PAGE>

                                          Reference No.

                                
       PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
                                
   EFFECTIVE JANUARY 1, 1996, 12:01 A.M., LOCAL STANDARD TIME
                                
                             for the
                                
               GUARANTY NATIONAL INSURANCE COMPANY
               COLORADO CASUALTY INSURANCE COMPANY
        PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
        GUARANTY NATIONAL INSURANCE COMPANY 0F CALIFORNIA
                       ENGLEWOOD, COLORADO
                                
               LANDMARK AMERICAN INSURANCE COMPANY
                     OKLAHOMA CITY, OKLAHOMA
               VIKING INSURANCE COMPANY 0F WISCONIN
                       MADISON, WISCONSIN
             VIKING COUNTY MUTUAL INSURANCE COMPANY
                          AUSTIN, TEXAS
              (hereinafter called the "Reassured")

                                
                               by

               NATIONWIDE MUTUAL INSURANCE COMPANY

                              OHIO

 (hereinafter called, with other participants, the "Reinsurers")

           
           Under the terms of this Contract the above
           Reinsurer, agrees to assume severally and not
           jointly with other participants
                                
                         a 15.00% share
           
           of   the   liability  described  in  the   attached
           Contract  and, consideration, the Reinsurers  shall
           receive  a  15.00%  share  of  the  premium   named
           therein.

Signed in Columbus, Ohio, this 14  day of May, 1996,

                              NATIONWIDE MUTUAL INSURANCE COMPANY

                              BY  s/Raymond B. Blake      
                                  s/John J. Elder
                              TITLE   Vice President-Reinsurance
                                      Insurance Manager

<PAGE>
                                          Reference No.

                                
       PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
                                
   EFFECTIVE JANUARY 1, 1996, 12:01 A.M., LOCAL STANDARD TIME
                                
                             for the
                                
               GUARANTY NATIONAL INSURANCE COMPANY
               COLORADO CASUALTY INSURANCE COMPANY
        PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
        GUARANTY NATIONAL INSURANCE COMPANY 0F CALIFORNIA
                       ENGLEWOOD, COLORADO
                                
               LANDMARK AMERICAN INSURANCE COMPANY
                     OKLAHOMA CITY, OKLAHOMA
               VIKING INSURANCE COMPANY 0F WISCONIN
                       MADISON, WISCONSIN
             VIKING COUNTY MUTUAL INSURANCE COMPANY
                          AUSTIN, TEXAS
              (hereinafter called the "Reassured")

                                
                               by

                 NEW JERSEY RE-INSURANCE COMPANY

                           NEW JERSEY

 (hereinafter called, with other participants, the "Reinsurers")

           
           Under the terms of this Contract the above
           Reinsurers agrees to assume severally and not
           jointly with other participants
                                
                          a 6.00% share
           
           of   the   liability  described  in  the   attached
           Contract  and,  as  consideration,  the  Reinsurers
           shall  receive  a 6.00% share of the premium  named
           therein.

Signed  in  West  Trenton, New Jersey, this 21st day  of  August,
1996,

                              NEW JERSEY RE-INSURANCE COMPANY

                              BY: s/Thomas A. Lynch
                           TITLE: Vice President

<PAGE>

                                             Reference No.  9613

                                
       PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
                                
   EFFECTIVE JANUARY 1, 1996, 12:01 A.M., LOCAL STANDARD TIME
                                
                             for the
                                
               GUARANTY NATIONAL INSURANCE COMPANY
               COLORADO CASUALTY INSURANCE COMPANY
        PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
        GUARANTY NATIONAL INSURANCE COMPANY 0F CALIFORNIA
                       ENGLEWOOD, COLORADO
                                
               LANDMARK AMERICAN INSURANCE COMPANY
                     OKLAHOMA CITY, OKLAHOMA
               VIKING INSURANCE COMPANY 0F WISCONIN
                       MADISON, WISCONSIN
             VIKING COUNTY MUTUAL INSURANCE COMPANY
                          AUSTIN, TEXAS
              (hereinafter called the "Reassured")

                                
                               by

                 PRUDENTIAL REINSURANCE COMPANY

                            DELAWARE

 (hereinafter called, with other participants, the "Reinsurers")

           
           Under the terms of this Contract the above
           Reinsurers agrees to assume severally and not
           jointly with other participants
                                
                          a 7.00% share
           
           of the liability described in the attached
           Contract and, as consideration, the Reinsurer
           shall receive a 7.00% share of the premium named
           therein.
Signed in Newark, New Jersey, this 25th day of July, 1996,

                              PRUDENTIAL REINSURANCE COMPANY

                              
Effective April 2, 1996       BY: s/Halina Herc
Prudential Reinsurance        TITLE:  Director
  Company changed its         
        name to               
  Everest Reinsurance         
        Company               
                              
                              
<PAGE>

                                          Reference No.

                                
       PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
                                
   EFFECTIVE JANUARY 1, 1996, 12:01 A.M., LOCAL STANDARD TIME
                                
                             for the
                                
               GUARANTY NATIONAL INSURANCE COMPANY
               COLORADO CASUALTY INSURANCE COMPANY
        PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
        GUARANTY NATIONAL INSURANCE COMPANY 0F CALIFORNIA
                       ENGLEWOOD, COLORADO
                                
               LANDMARK AMERICAN INSURANCE COMPANY
                     OKLAHOMA CITY, OKLAHOMA
               VIKING INSURANCE COMPANY 0F WISCONIN
                       MADISON, WISCONSIN
             VIKING COUNTY MUTUAL INSURANCE COMPANY
                          AUSTIN, TEXAS
              (hereinafter called the "Reassured")

                                
                               by

                SAN FRANCISCO REINSURANCE COMPANY

                           CALIFORNIA

 (hereinafter called, with other participants, the "Reinsurers")

           
           Under the terms of this Contract the above
           Reinsurers agrees to assume severally and not
           jointly with other participants
                                
                          a 2.50% share
           
           of   the   liability  described  in  the   attached
           Contract  and,  as  consideration,  the  Reinsurers
           shall  receive  a 2.50% share of the premium  named
           therein.

Signed in Novato, California, this 24th day of May, 1996,

                              SAN FRANCISCO REINSURANCE COMPANY

                              BY: s/Thomas T. Sweeney
                           TITLE: Vice President
<PAGE>

                                          Reference No.

                                
       PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
                                
   EFFECTIVE JANUARY 1, 1996, 12:01 A.M., LOCAL STANDARD TIME
                                
                             for the
                                
               GUARANTY NATIONAL INSURANCE COMPANY
               COLORADO CASUALTY INSURANCE COMPANY
        PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
        GUARANTY NATIONAL INSURANCE COMPANY 0F CALIFORNIA
                       ENGLEWOOD, COLORADO
                                
               LANDMARK AMERICAN INSURANCE COMPANY
                     OKLAHOMA CITY, OKLAHOMA
               VIKING INSURANCE COMPANY 0F WISCONIN
                       MADISON, WISCONSIN
             VIKING COUNTY MUTUAL INSURANCE COMPANY
                          AUSTIN, TEXAS
              (hereinafter called the "Reassured")

                                
                               by

            ST. PAUL FIRE & MARINE INSURANCE COMPANY

                            MINNESOTA

 (hereinafter called, with other participants, the "Reinsurers")

           
           Under the terms of this Contract the above
           Reinsurers agrees to assume severally and not
           jointly with other participants
                                
                         a 10.00% share
           
           of the liability described in the attached
           Contract and, as consideration, the Reinsurers
           shall receive a 10.00% share of the premium named
           therein.

Signed in New York, New York, this 10th day of June, 1996,

                              ST. PAUL FIRE & MARINE INSURANCE
                              COMPANY through ST. PAUL
                              REINSURANCE MANAGEMENT CORPORATION

                              BY: s/Cathryn A. Carea
                           TITLE: Vice President
<PAGE>

                                          Reference No.

                                
       PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
                                
   EFFECTIVE JANUARY 1, 1996, 12:01 A.M., LOCAL STANDARD TIME
                                
                             for the
                                
               GUARANTY NATIONAL INSURANCE COMPANY
               COLORADO CASUALTY INSURANCE COMPANY
        PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
        GUARANTY NATIONAL INSURANCE COMPANY 0F CALIFORNIA
                       ENGLEWOOD, COLORADO
                                
               LANDMARK AMERICAN INSURANCE COMPANY
                     OKLAHOMA CITY, OKLAHOMA
               VIKING INSURANCE COMPANY 0F WISCONIN
                       MADISON, WISCONSIN
             VIKING COUNTY MUTUAL INSURANCE COMPANY
                          AUSTIN, TEXAS
              (hereinafter called the "Reassured")

                                
                               by

       SUMITOMO MARINE & FIRE INSURANCE COMPANY, LTD.-U.S.

                            NEW YORK

 (hereinafter called, with other participants, the "Reinsurers")

           
           Under the terms of this Contract the above
           Reinsurers agrees to assume severally and not
           jointly with other participants
                                
                          a 1.75% share
           
           of the liability described in the attached
           Contract and, as consideration, the Reinsurers
           shall receive a 1.75% share of the premium named
           therein.

Signed in New York, New York, this 12th day of August, 1996,

                              SUMITOMO  MARINE &  FIRE  INSURANCE
                              COMPANY, LTD.-U.S. through SUMITOMO
                              MARINE RE MANAGEMENT, INC.

                              BY s/John Schmech
                              TITLE Assistant Vice President
<PAGE>

                                          Reference No.

                                
       PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
                                
   EFFECTIVE JANUARY 1, 1996, 12:01 A.M., LOCAL STANDARD TIME
                                
                             for the
                                
               GUARANTY NATIONAL INSURANCE COMPANY
               COLORADO CASUALTY INSURANCE COMPANY
        PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
        GUARANTY NATIONAL INSURANCE COMPANY 0F CALIFORNIA
                       ENGLEWOOD, COLORADO
                                
               LANDMARK AMERICAN INSURANCE COMPANY
                     OKLAHOMA CITY, OKLAHOMA
               VIKING INSURANCE COMPANY 0F WISCONIN
                       MADISON, WISCONSIN
             VIKING COUNTY MUTUAL INSURANCE COMPANY
                          AUSTIN, TEXAS
              (hereinafter called the "Reassured")

                                
                               by

                 UNITED FIRE & CASUALTY COMPANY

                              IOWA

 (hereinafter called, with other participants, the "Reinsurers")

           
           Under the terms of this Contract the above
           Reinsurers agrees to assume severally and not
           jointly with other participants
                                
                          a 2.00% share
           
           of the liability described in the attached
           Contract and, as consideration, the Reinsurers
           shall receive a 2.00% share of the premium named
           therein.

Signed in Cedar Rapids, Iowa, this 17th day of May, 1996,

                              UNITED FIRE & CASUALTY COMPANY

                              BY s/John R. Cruise
                           TITLE Vice President
<PAGE>

                                          Reference No.

                                
       PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
                                
   EFFECTIVE JANUARY 1, 1996, 12:01 A.M., LOCAL STANDARD TIME
                                
                             for the
                                
               GUARANTY NATIONAL INSURANCE COMPANY
               COLORADO CASUALTY INSURANCE COMPANY
        PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
        GUARANTY NATIONAL INSURANCE COMPANY 0F CALIFORNIA
                       ENGLEWOOD, COLORADO
                                
               LANDMARK AMERICAN INSURANCE COMPANY
                     OKLAHOMA CITY, OKLAHOMA
               VIKING INSURANCE COMPANY 0F WISCONIN
                       MADISON, WISCONSIN
             VIKING COUNTY MUTUAL INSURANCE COMPANY
                          AUSTIN, TEXAS
              (hereinafter called the "Reassured")

                                
                               by

                    USF RE INSURANCE COMPANY

                          MASSACHUSETTS

 (hereinafter called, with other participants, the "Reinsurers")

           
           Under the terms of this Contract the above
           Reinsurers agrees to assume severally and not
           jointly with other participants
                                
                          a 6.00% share
           
           of the liability described in the attached
           Contract and, as consideration, the Reinsurers
           shall receive a 6.00% share of the premium named
           therein.

Signed in Costa Mesa, California, this 3rd day of June, 1996,

                              USF RE INSURANCE COMPANY

                              BY s/James Dik
                           TITLE Vice President
<PAGE>

and signed in Englewood, Colorado, this 30th day of August, 1996.


                               BY s/Roger Ware
                            TITLE Chief Executive Officer

                                
                           PART OF THE
                                
       PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
                                
   EFFECTIVE JANUARY 1, 1996, 12:01 A.M., LOCAL STANDARD TIME
                                
                             for the
                                
               GUARANTY NATIONAL INSURANCE COMPANY
               COLORADO CASUALTY INSURANCE COMPANY
        PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
        GUARANTY NATIONAL INSURANCE COMPANY 0F CALIFORNIA
                       ENGLEWOOD, COLORADO
                                
               LANDMARK AMERICAN INSURANCE COMPANY
                     OKLAHOMA CITY, OKLAHOMA
               VIKING INSURANCE COMPANY 0F WISCONIN
                       MADISON, WISCONSIN
             VIKING COUNTY MUTUAL INSURANCE COMPANY
                          AUSTIN, TEXAS