<PAGE>

================================================================================

                                 FIRST AMENDMENT

                                       TO

                              QUOTA SHARE AGREEMENT

                                     BETWEEN

                     REPUBLIC INDEMNITY COMPANY OF AMERICA,
                                    REASSURED

                                       AND

                           INFINITY INSURANCE COMPANY,
                                    REINSURER

================================================================================


         THIS FIRST AMENDMENT made and entered into effective June 1, 2000 by
and between Republic Indemnity Company of America ("Reassured") and Infinity
Insurance Company (Reinsurer").

                              W I T N E S S E T H:

         WHEREAS, Reinsurer and Reassured hereby desire to amend the Quota Share
Agreement ("Agreement") entered into between the parties hereto effective May 1,
1999.

         NOW, THEREFORE, in consideration of the terms hereof, the parties agree
as follows:

         1. The first paragraph of Article 16 of the Agreement is deleted in its
entirety and the following is substituted:

                  In the event of insolvency and the appointment of a
                  conservator, liquidator, or statutory successor of the
                  Reassured, the portion of any risk or obligation assumed by
                  the Reinsurer shall be payable to the conservator, liquidator,
                  or statutory successor on the basis of claims allowed against
                  the insolvent company by any court of competent jurisdiction
                  or by any conservator, liquidator, or statutory successor of
                  the Reassured having authority to allow such claims, without
                  diminution because of that insolvency, or because the
                  conservator, liquidator, or statutory successor has failed to
                  pay all or a portion of any claims. Payments by the Reinsurer
                  as set forth in this paragraph shall be made directly to the
                  Reassured or to its conservator, liquidator, or statutory
                  successor, except where the contract of insurance or
                  reinsurance



<PAGE>

                  specifically provides another payee of such reinsurance in the
                  event of the insolvency of the Reassured.

         2. Except as otherwise specifically provided herein, all of the
provisions, covenants and agreements contained in the Agreement shall remain
unchanged and in full force and effect and the same are hereby ratified and
confirmed.

         IN WITNESS WHEREOF, the Reinsurer and Reassured have executed this
First Amendment effective the date first above written.

                                INFINITY INSURANCE COMPANY



                                BY:
                                    --------------------------------------------
                                    Name:     Roger H. Prestridge
                                    Title:    Vice President & Treasurer


                                REPUBLIC INDEMNITY COMPANY OF AMERICA



                                BY:
                                    --------------------------------------------
                                    Name:     Dion G. Riley
                                    Title:    Senior Vice President/CFO



<PAGE>

                              QUOTA SHARE AGREEMENT

                                    EFFECTIVE

                                   MAY 1, 1999

                                     BETWEEN

                           INFINITY INSURANCE COMPANY,
                                    REINSURER

                                       AND

                     REPUBLIC INDEMNITY COMPANY OF AMERICA,
                                    REASSURED


--------------------------------------------------------------------------------

                                TABLE OF CONTENTS

ARTICLE 1  Business Covered..............................................Page 1
ARTICLE 2  Reinsuring Clause.............................................Page 1
ARTICLE 3  Definitions...................................................Page 1
ARTICLE 4  Consideration.................................................Page 2
ARTICLE 5  Administration................................................Page 3
ARTICLE 6  Term..........................................................Page 3
ARTICLE 7  Reinsurance Follows Original Policies.........................Page 3
ARTICLE 8  Reports.......................................................Page 4
ARTICLE 9  Assistance and Cooperation....................................Page 4
ARTICLE 10 Ceding Commission.............................................Page 4
ARTICLE 11 Termination...................................................Page 4
ARTICLE 12 Access to Records.............................................Page 5
ARTICLE 13 Offset........................................................Page 5
ARTICLE 14 Errors and Omissions..........................................Page 5
ARTICLE 15 Notice Provision..............................................Page 5
ARTICLE 16 Insolvency....................................................Page 6
ARTICLE 17 Non-Assignability.............................................Page 6


<PAGE>


                              QUOTA SHARE AGREEMENT
                  (hereinafter referred to as the "Agreement")

In consideration of the mutual covenants hereinafter contained and upon the
terms and conditions hereinafter set forth

                           INFINITY INSURANCE COMPANY
                    (hereinafter referred to as "Reinsurer")

             does hereby indemnify as herein provided and specified,

                      REPUBLIC INDEMNITY COMPANY OF AMERICA
                    (hereinafter referred to as "Reassured")

THIS AGREEMENT, made this 1st day of May, 1999, by and between REPUBLIC
INDEMNITY COMPANY OF AMERICA, a California corporation, and INFINITY INSURANCE
COMPANY, and Indiana corporation.

                                   ARTICLE 1

BUSINESS COVERED

In consideration of the premiums to be paid as set forth in Article 4, Reassured
hereby cedes to Reinsurer 100% of its liability with respect to all policies,
binders, contracts or agreements of private passenger automobile insurance
("Policies") written on a new or renewal basis as to its risks located in all
other states other than the state of California including automobile assigned
risk policies of the Reassured, limited in all events to Policies with an
effective date on or after May 1, 1999 (the "New Business") and Reinsurer agrees
to accept the New Business and to indemnify Reassured in accordance with the
following terms and conditions.

                                   ARTICLE 2

REINSURING CLAUSE

The Reinsurer shall be liable to pay 100% of the Ultimate Net Aggregate Losses
together with all other obligations which arise out of the business which is
covered by this Agreement.

                                   ARTICLE 3

DEFINITIONS

A.       "Ultimate Net Aggregate Losses" shall mean the sum of:

         1)       Actual loss payments paid in settlement of claims or suits or
                  in satisfaction of judgments on business covered by this
                  Agreement;



                                      -1-
<PAGE>

         2)       Loss Expense paid in connection with the business covered by
                  this Agreement;

         3)       Extracontractual Obligations arising from conduct of the
                  Reassured paid in connection with the handling or resolution
                  of any losses reinsured hereunder;

         4)       Less any collectible reinsurance.

B.       "Loss Expense" shall mean all expenses incurred in the investigation,
         adjustment and defense of all claims under the New Business, including
         without limitation, loss expenses, court costs and pre-judgment and
         post-judgment interest as well as unallocated expenses for employees
         and ordinary overhead expenses such as salaries, annual retainers,
         office expenses and other fixed expenses of the Reinsurer and
         Reassured.

C.       "Salvages" shall mean any recovery made in connection with a claim or
         loss, less expenses paid in making such recovery. All salvages,
         recoveries and payments recovered or received subsequent to a loss
         payment by this Agreement shall be applied as if recovered and received
         prior to the loss payment and all necessary adjustments shall be made
         by the parties.

D.       "Extracontractual Obligations" shall mean those liabilities not covered
         under any other provision of this Agreement and which arise from the
         handling of any claim on New Business, such liabilities arising because
         of, but not limited to, the following: failure to settle within the
         policy limit, or by reason of alleged or actual negligence, fraud or
         bad faith in rejecting an offer of settlement or in the preparation or
         prosecution of any appeal consequent upon such action.

         The date on which an Extracontractual Obligation is incurred by the
         Reassured shall be deemed, in all circumstances, to be the date of the
         action taken or not taken giving rise to the extracontractual action.

         "Extracontractual Obligations" shall also include losses in excess of
         policy limits on the Reassured's original policy, such loss in excess
         of limit having been incurred because of failure by Reassured to settle
         within the policy limit or by reason of alleged or actual negligence,
         fraud or bad faith in rejecting an offer of settlement or in the
         preparation of the defense or in the trial of any action against an
         insured or reinsured or in the preparation or prosecution of an appeal
         consequent upon such action. For purposes of this definition, the word
         "loss" shall mean any amounts for which the Reassured would have been
         contractually liable to pay had it not been for the limit of the
         original policy.

                                   ARTICLE 4

CONSIDERATION

In consideration of the acceptance by Reinsurer of business ceded under this
Agreement, Reinsurer shall receive 100% of the net premium written by Reassured
on business assumed hereunder. "Net premium" is defined as gross premium written
on all new and renewal policies less returned premiums.



                                      -2-
<PAGE>

Reassured shall have no obligation to Reinsurer for any uncollected or
uncollectible premium, whether uncollected from the original policyholder or any
other party. Further, if Reassured is bound on any policy for which all or any
premium is uncollected, Reinsurer shall be liable for losses arising thereunder
in accordance with all other terms of this Agreement.

Reassured shall be responsible for all board, bureau and license fees, all
assessments, all premium and other taxes applicable as well as all other
obligations applicable to the business which is covered by this Agreement.
Reinsurer shall pay Reassured 100% of such described obligations and any other
applicable expenses incurred by Reassured.

Reassured shall pay all commission to agents and producers and shall assume all
related obligations. Reassured shall assume all obligations and shall receive
all recoveries arising out of business covered by this Agreement with respect to
participation in mandatory underwriting or automobile assigned risk facilities,
including but not limited to, underwriting associations and automobile assigned
risk policies. Furthermore, Reassured shall be responsible for all fees and
assessments levied against Reassured by any state insolvency pools and guaranty
funds which are based on premium written or earned on the business which is
covered by this Agreement. Reinsurer shall be liable to Reassured for 100% of
such above-described liabilities and obligations.

                                   ARTICLE 5

ADMINISTRATION

A.       Recoveries from any form of insurance or reinsurance which protects the
         Reassured against claims which are related to the New Business or
         management thereof shall inure proportionately to the benefit of
         Reinsurer and Reassured.

B.       Reinsurer shall fully service the New Business, including all
         automobile assigned risk business assigned to Reassured, covered by
         this Agreement on behalf of Reassured.

                                   ARTICLE 6

TERM

This Agreement shall be effective as of the 1st day of May 1999 at 12:01 A.M.
and shall continue in force until terminated in accordance with the provision of
Article 11 of this Agreement.

                                   ARTICLE 7

REINSURANCE FOLLOWS ORIGINAL POLICIES

Reinsurance ceded under this Agreement is subject to the terms and conditions of
the original policy or policies and automatically follows all changes in
coverages and all endorsements made a part of such original policy or policies.



                                      -3-
<PAGE>

                                   ARTICLE 8

REPORTS

Within thirty (30) days after the close of each calendar quarter during the
terms of this Agreement, beginning May 1, 1999, Reassured shall furnish to
Reinsurer reports of transactions relating to policies, including (a) all
premiums written and earned; (b) a summary of losses and loss expenses split
between paid, less salvage received, and outstanding, both reported and
unreported for the current calendar quarter and inception-to-date; and (c) such
other information which Reinsurer may reasonably request or which may be
required to complete Reinsurer's annual statement or other reports required by
any governmental authority with jurisdiction over Reinsurer. Account settlement
shall be within forty-five (45) days of the receipt of the report.

                                   ARTICLE 9

ASSISTANCE AND COOPERATION

Reassured agrees to cooperate fully with Reinsurer with respect to claims or
other disputes arising out of or in connection with the business covered by this
Agreement.

Reassured shall give prompt notice to Reinsurer of any claims or lawsuits made
or brought against Reassured arising out of or in connection with the business
covered by this Agreement.

                                   ARTICLE 10

CEDING COMMISSION

Reinsurer shall pay to Reassured any amounts billed representing compensation
incurred for employees of Reassured in connection with its handing of the
business covered under this Agreement.

                                   ARTICLE 11

TERMINATION

This Agreement may be terminated by either party upon written notice to the
other as provided in Article 15 below served ninety (90) days prior to
termination. Notwithstanding the foregoing, Reinsurer's obligations shall
continue without diminution with respect to (i) any mandatory renewal of an
individual policy which must continue in the name of Reassured; (ii) all
automobile assigned risk business assigned to Reassured regardless of effective
date; and (iii) all business covered by this Agreement which has an effective
date prior to the termination date of this Agreement.



                                      -4-
<PAGE>

                                  ARTICLE 12

ACCESS TO RECORDS

Reassured shall allow Reinsurer to inspect at all reasonable times all records
of Reassured with respect to business covered by this Agreement and with respect
to claims, losses or legal proceedings which involve or are likely to involve
business covered by this Agreement.

                                   ARTICLE 13

OFFSET

The Reassured or the Reinsurer may offset any balance, whether on account of
premiums, commissions, claims, losses, adjustment expense, salvage, or
otherwise, due from one party to the other under this Agreement.

                                   ARTICLE 14

ERRORS AND COMMISSIONS

Inadvertent delays, errors or omissions made in connection with the business
under this Agreement shall not relieve either party from any liability which
would have attached to it had such delay, error or omission not occurred,
provided always that such error or omission is rectified as soon as possible
after discovery.

                                   ARTICLE 15

NOTICE PROVISION

Notices, requests, demands or other communications given pursuant to or in
connection with this Agreement, shall be in writing and shall be personally
delivered or sent by first class mail, postage, pre-paid to the addresses as
follows:

         REINSURER:

         Infinity Insurance Company
         2204 Lakeshore Drive
         Birmingham, Alabama  35209
         Attention:  President




                                      -5-
<PAGE>

         REASSURED:

         Republic Indemnity Company of America
         15821 Ventura Boulevard
         Encino, California  91436
         Attention:  President

All notices, requests, demands or other communications shall be deemed to have
been given on the date personally delivered, or if mailed, on the date received
or three (3) business days after the date of mailing, whichever is earlier.

                                   ARTICLE 16

INSOLVENCY

The portion of any risk or obligation assumed by the Reinsurer, when such
portion is ascertained, shall be payable on demand of the Reassured, with
reasonable provision for verification before payment, and the reinsurance shall
be payable by the Reinsurer, on the basis of the liability of the Reassured
under the contract or contracts reinsured without diminution because of the
insolvency of the Reassured. In the event of the insolvency and the appointment
of a conservator, liquidator or statutory successor of the Reassured, such
portion shall be payable to such conservator, liquidator or statutory successor
immediately upon demand, with reasonable provision for verification, on the
basis of claims allowed against the insolvent company by any court of competent
jurisdiction or by any conservator, liquidator, or statutory successor of the
company having authority to allow such claims, without diminution because of
such insolvency or because such conservator, liquidator or statutory successor
has failed to pay all or a portion of any claims. Payments by the Reinsurer as
above set forth shall be made directly to the Reassured or to its conservator,
liquidator or statutory successor.

The Reinsurer shall receive written notice from the conservator, liquidator or
statutory successor of the Reassured of the pendency of a claim against the
Reassured indicating the policy or bond reinsured within a reasonable time after
such claim is filed so that the Reinsurer may interpose, at its expense, in the
proceeding where such claim is to be adjudicated, any defense or defenses which
it may deem available to the Reassured or its conservator, liquidator or
statutory successor. The expense thus incurred by the Reinsurer shall be payable
subject to court approval of the estate of the insolvent Reassured as part of
the expense of conservation or liquidation to the extent of a proportionate
share of the benefit which may accrue to the Reassured in conservation or
liquidation, solely as a result of the defense undertaken by the Reinsurer.

The original insured or policyholder shall not have any rights against the
Reinsurer which are not specifically set forth in this Agreement or in a
specific agreement between the Reinsurer and the original insured or
policyholder.

                                  ARTICLE 17

NON-ASSIGNABILITIY



                                      -6-
<PAGE>
Neither Reassured nor Reinsurer may assign any of its rights or obligations
under this Agreement without the express written consent of the other.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate on May 1, 1999.

                                   REPUBLIC INDEMNITY COMPANY OF
                                   AMERICA
                                   Reassured


                                   BY:
                                       ----------------------------------------
                                       Its:    Senior Vice President/CFO



                                   INFINITY INSURANCE COMPANY'
                                   Reinsurer


                                   BY:
                                       ----------------------------------------
                                       Its:    Vice President & Treasurer








                                      -7-
<PAGE>
================================================================================

                                 FIRST AMENDMENT

                                       TO

                              QUOTA SHARE AGREEMENT

                                     BETWEEN

                     REPUBLIC INDEMNITY COMPANY OF AMERICA,
                                    REASSURED

                                       AND

                           INFINITY INSURANCE COMPANY,
                                    REINSURER


================================================================================

         THIS FIRST AMENDMENT made and entered into effective June 1, 2000 by
and between Republic Indemnity Company of America ("Reassured") and Infinity
Insurance Company (Reinsurer").

                              W I T N E S S E T H:

         WHEREAS, Reinsurer and Reassured hereby desire to amend the Quota Share
Agreement ("Agreement") entered into between the parties hereto effective May 1,
1999.

         NOW, THEREFORE, in consideration of the terms hereof, the parties agree
as follows:

         1. The first paragraph of Article 16 of the Agreement is deleted in its
entirety and the following is substituted:

                  In the event of insolvency and the appointment of a
                  conservator, liquidator, or statutory successor of the
                  Reassured, the portion of any risk or obligation assumed by
                  the Reinsurer shall be payable to the conservator, liquidator,
                  or statutory successor on the basis of claims allowed against
                  the insolvent company by any court of competent jurisdiction
                  or by any conservator, liquidator, or statutory successor of
                  the Reassured having authority to allow such claims, without
                  diminution because of that insolvency, or because the
                  conservator, liquidator, or statutory successor has failed to
                  pay all or a portion of any claims. Payments by the Reinsurer
                  as set forth in this paragraph shall be made directly to the
                  Reassured or to its conservator, liquidator, or statutory
                  successor, except where the contract of insurance or
                  reinsurance


<PAGE>

                  specifically provides another payee of such reinsurance in the
                  event of the insolvency of the Reassured.

         2. Except as otherwise specifically provided herein, all of the
provisions, covenants and agreements contained in the Agreement shall remain
unchanged and in full force and effect and the same are hereby ratified and
confirmed.

         IN WITNESS WHEREOF, the Reinsurer and Reassured have executed this
First Amendment effective the date first above written.

                                   INFINITY INSURANCE COMPANY



                                   BY:
                                       ----------------------------------------
                                       Name:     Ronald C. Hayes
                                       Title:    Assistant Secretary


                                   REPUBLIC INDEMNITY COMPANY OF AMERICA



                                   BY:
                                       ----------------------------------------
                                       Name:     Ronald C. Hayes
                                       Title:    Assistant Secretary

<PAGE>


                              QUOTA SHARE AGREEMENT

                                    EFFECTIVE

                                   MAY 1, 1999

                                     BETWEEN

                           INFINITY INSURANCE COMPANY,
                                    REINSURER

                                       AND

                     REPUBLIC INDEMNITY COMPANY OF AMERICA,
                                    REASSURED


--------------------------------------------------------------------------------

                                TABLE OF CONTENTS

ARTICLE 1  Business Covered..............................................Page 1
ARTICLE 2  Reinsuring Clause.............................................Page 1
ARTICLE 3  Definitions...................................................Page 1
ARTICLE 4  Consideration.................................................Page 2
ARTICLE 5  Administration................................................Page 3
ARTICLE 6  Term..........................................................Page 3
ARTICLE 7  Reinsurance Follows Original Policies.........................Page 4
ARTICLE 8  Reports.......................................................Page 4
ARTICLE 9  Assistance and Cooperation....................................Page 4
ARTICLE 10 Ceding Commission.............................................Page 4
ARTICLE 11 Termination...................................................Page 5
ARTICLE 12 Access to Records.............................................Page 5
ARTICLE 13 Offset........................................................Page 5
ARTICLE 14 Errors and Omissions..........................................Page 5
ARTICLE 15 Notice Provision..............................................Page 6
ARTICLE 16 Insolvency....................................................Page 6
ARTICLE 17 Non-Assignability.............................................Page 7




<PAGE>


                              QUOTA SHARE AGREEMENT
                  (hereinafter referred to as the "Agreement")

In consideration of the mutual covenants hereinafter contained and upon the
terms and conditions hereinafter set forth

                           INFINITY INSURANCE COMPANY
                    (hereinafter referred to as "Reinsurer")

             does hereby indemnify as herein provided and specified,

                      REPUBLIC INDEMNITY COMPANY OF AMERICA
                    (hereinafter referred to as "Reassured")

THIS AGREEMENT, made this 1st day of May, 1999, by and between REPUBLIC
INDEMNITY COMPANY OF AMERICA, a California corporation, and INFINITY INSURANCE
COMPANY, and Indiana corporation.

                                   ARTICLE 1

BUSINESS COVERED

In consideration of the premiums to be paid as set forth in Article 4, Reassured
hereby cedes to Reinsurer 90% of its liability with respect to all policies,
binders, contracts or agreements of private passenger automobile insurance
("Policies") written on a new or renewal basis as to its risks located in the
state of California including automobile assigned risk policies of the
Reassured, limited in all events to Policies with an effective date on or after
May 1, 1999 (the "New Business") and to indemnify Reassured in accordance with
the following terms and conditions.

                                   ARTICLE 2

REINSURING CLAUSE

The Reinsurer shall be liable to pay 90% of the Ultimate Net Aggregate Losses
together with all other obligations which arise out of the business which is
covered by this Agreement.

                                   ARTICLE 3

DEFINITIONS

A.       "Ultimate Net Aggregate Losses" shall mean the sum of:

         1)       Actual loss payments paid in settlement of claims or suits or
                  in satisfaction of judgments on business covered by this
                  Agreement;



                                      -1-
<PAGE>

         3)       Extracontractual Obligations arising from conduct of the
                  Reassured paid in connection with the handling or resolution
                  of any losses reinsured hereunder;

         4)       Less any collectible reinsurance.

B.       "Loss Expense" shall mean all expenses incurred in the investigation,
         adjustment and defense of all claims under the New Business, including
         without limitation, loss expenses, court costs and pre-judgment and
         post-judgment interest as well as unallocated expenses for employees
         and ordinary overhead expenses such as salaries, annual retainers,
         office expenses and other fixed expenses of the Reinsurer and
         Reassured.

C.       "Salvages" shall mean any recovery made in connection with a claim or
         loss, less expenses paid in making such recovery. All salvages,
         recoveries and payments recovered or received subsequent to a loss
         payment by this Agreement shall be applied as if recovered and received
         prior to the loss payment and all necessary adjustments shall be made
         by the parties.

D.       "Extracontractual Obligations" shall mean those liabilities not covered
         under any other provision of this Agreement and which arise from the
         handling of any claim on New Business, such liabilities arising because
         of, but not limited to, the following: failure to settle within the
         policy limit, or by reason of alleged or actual negligence, fraud or
         bad faith in rejecting an offer of settlement or in the preparation or
         prosecution of any appeal consequent upon such action.

         The date on which an Extracontractual Obligation is incurred by the
         Reassured shall be deemed, in all circumstances, to be the date of the
         action taken or not taken giving rise to the extracontractual action.

         "Extracontractual Obligations" shall also include losses in excess of
         policy limits on the Reassured's original policy, such loss in excess
         of limit having been incurred because of failure by Reassured to settle
         within the policy limit or by reason of alleged or actual negligence,
         fraud or bad faith in rejecting an offer of settlement or in the
         preparation of the defense or in the trial of any action against an
         insured or reinsured or in the preparation or prosecution of an appeal
         consequent upon such action. For purposes of this definition, the word
         "loss" shall mean any amounts for which the Reassured would have been
         contractually liable to pay had it not been for the limit of the
         original policy.

                                   ARTICLE 4

CONSIDERATION

In consideration of the acceptance by Reinsurer of business ceded under this
Agreement, Reinsurer shall receive 90% of the net premium written by Reassured
on business assumed hereunder. "Net premium" is defined as gross premium written
on all new and renewal policies less returned premiums.



                                      -2-
<PAGE>

Reassured shall have no obligation to Reinsurer for any uncollected or
uncollectible premium, whether uncollected from the original policyholder or any
other party. Further, if Reassured is bound on any policy for which all or any
premium is uncollected, Reinsurer shall be liable for losses arising thereunder
in accordance with all other terms of this Agreement.

Reassured shall be responsible for all board, bureau and license fees, all
assessments, all premium and other taxes applicable as well as all other
obligations applicable to the business which is covered by this Agreement.
Reinsurer shall pay Reassured 90% of such described obligations and any other
applicable expenses incurred by Reassured.

Reassured shall pay all commission to agents and producers and shall assume all
related obligations. Reassured shall assume all obligations and shall receive
all recoveries arising out of business covered by this Agreement with respect to
participation in mandatory underwriting or automobile assigned risk facilities,
including but not limited to, underwriting associations and automobile assigned
risk policies. Furthermore, Reassured shall be responsible for all fees and
assessments levied against Reassured by any state insolvency pools and guaranty
funds which are based on premium written or earned on the business which is
covered by this Agreement. Reinsurer shall be liable to Reassured for 90% of
such above-described liabilities and obligations.

Reassured shall pay to Reinsurer an amount which represents 10% of the total
expenses incurred by Reinsurer in servicing the business covered by this
Agreement as provided in Article 5C.

                                   ARTICLE 5

ADMINISTRATION

A.       Reassured shall retain for its own account 10% of all incoming sums of
         money on or in connection with the business covered by this Agreement
         due or becoming due to Reassured on or after May 1, 1999.

B.       Recoveries from any form of insurance or reinsurance which protects the
         Reassured against claims which are related to the New Business or
         management thereof shall inure proportionately to the benefit of
         Reinsurer and Reassured.

C.       Reinsurer shall fully service the New Business, including all
         automobile assigned risk business assigned to Reassured, covered by
         this Agreement on behalf of Reassured in consideration of the amounts
         paid to Reinsurer as provided in Article 4.

                                   ARTICLE 6

TERM

This Agreement shall be effective as of the 1st day of May 1999 at 12:01 A.M.
and shall continue in force until terminated in accordance with the provision of
Article 11 of this Agreement.




                                      -3-
<PAGE>

                                   ARTICLE 7

REINSURANCE FOLLOWS ORIGINAL POLICIES

Reinsurance ceded under this Agreement is subject to the terms and conditions of
the original policy or policies and automatically follows all changes in
coverages and all endorsements made a part of such original policy or policies.

                                   ARTICLE 8

REPORTS

Within thirty (30) days after the close of each calendar quarter during the
terms of this Agreement, beginning May 1, 1999, Reassured shall furnish to
Reinsurer reports of transactions relating to policies, including (a) all
premiums written and earned; (b) a summary of losses and loss expenses split
between paid, less salvage received, and outstanding, both reported and
unreported for the current calendar quarter and inception-to-date; and (c) such
other information which Reinsurer may reasonably request or which may be
required to complete Reinsurer's annual statement or other reports required by
any governmental authority with jurisdiction over Reinsurer. Account settlement
shall be within forty-five (45) days of the receipt of the report.

                                   ARTICLE 9

ASSISTANCE AND COOPERATION

Reassured agrees to cooperate fully with Reinsurer with respect to claims or
other disputes arising out of or in connection with the business covered by this
Agreement.

Reassured shall give prompt notice to Reinsurer of any claims or lawsuits made
or brought against Reassured arising out of or in connection with the business
covered by this Agreement.

                                   ARTICLE 10

CEDING COMMISSION

Reinsurer shall pay to Reassured any amounts billed representing compensation
incurred for employees of Reassured in connection with its handing of the
business covered under this Agreement.



                                      -4-
<PAGE>

                                   ARTICLE 11

TERMINATION

This Agreement may be terminated by either party upon written notice to the
other as provided in Article 15 below served ninety (90) days prior to
termination. Notwithstanding the foregoing, Reinsurer's obligations shall
continue without diminution with respect to (i) any mandatory renewal of an
individual policy in such state which must continue in the name of Reassured;
(ii) all automobile assigned risk business assigned to Reassured regardless of
effective date; and (iii) all business covered by this Agreement which has an
effective date prior to the termination date of this Agreement.

                                   ARTICLE 12

ACCESS TO RECORDS

Reassured shall allow Reinsurer to inspect at all reasonable times all records
of Reassured with respect to business covered by this Agreement and with respect
to claims, losses or legal proceedings which involve or are likely to involve
business covered by this Agreement.

                                   ARTICLE 13

OFFSET

The Reassured or the Reinsurer may offset any balance, whether on account of
premiums, commissions, claims, losses, adjustment expense, salvage, or
otherwise, due from one party to the other under this Agreement.

                                   ARTICLE 14

ERRORS AND COMMISSIONS

Inadvertent delays, errors or omissions made in connection with the business
under this Agreement shall not relieve either party from any liability which
would have attached to it had such delay, error or omission not occurred,
provided always that such error or omission is rectified as soon as possible
after discovery.



                                      -5-
<PAGE>

                                  ARTICLE 15

NOTICE PROVISION

Notices, requests, demands or other communications given pursuant to or in
connection with this Agreement, shall be in writing and shall be personally
delivered or sent by first class mail, postage, pre-paid to the addresses as
follows:

         REINSURER:

         Infinity Insurance Company
         2204 Lakeshore Drive
         Birmingham, Alabama  35209
         Attention:  President

         REASSURED:

         Republic Indemnity Company of America
         15821 Ventura Boulevard
         Encino, California  91436
         Attention:  President

All notices, requests, demands or other communications shall be deemed to have
been given on the date personally delivered, or if mailed, on the date received
or three (3) business days after the date of mailing, whichever is earlier.

                                   ARTICLE 16

INSOLVENCY

The portion of any risk or obligation assumed by the Reinsurer, when such
portion is ascertained, shall be payable on demand of the Reassured at the same
time as the Reassured shall pay its net retained portion of such risk or
obligation, with reasonable provision for verification before payment, and the
reinsurance shall be payable by the Reinsurer, on the basis of the liability of
the Reassured under the contract or contracts reinsured without diminution
because of the insolvency of the Reassured. In the event of the insolvency and
the appointment of a conservator, liquidator or statutory successor of the
Reassured, such portion shall be payable to such conservator, liquidator or
statutory successor immediately upon demand, with reasonable provision for
verification, on the basis of claims allowed against the insolvent company by
any court of competent jurisdiction or by any conservator, liquidator, or
statutory successor of the company having authority to allow such claims,
without diminution because of such insolvency or because such conservator,
liquidator or statutory successor has failed to pay all or a portion of any
claims. Payments by the Reinsurer as above set forth shall be made directly to
the Reassured or to its conservator, liquidator or statutory successor.




                                      -6-
<PAGE>

The Reinsurer shall receive written notice from the conservator, liquidator or
statutory successor of the Reassured of the pendency of a claim against the
Reassured indicating the policy or bond reinsured within a reasonable time after
such claim is filed so that the Reinsurer may interpose, at its expense, in the
proceeding where such claim is to be adjudicated, any defense or defenses which
it may deem available to the Reassured or its conservator, liquidator or
statutory successor. The expense thus incurred by the Reinsurer shall be payable
subject to court approval of the estate of the insolvent Reassured as part of
the expense of conservation or liquidation to the extent of a proportionate
share of the benefit which may accrue to the Reassured in conservation or
liquidation, solely as a result of the defense undertaken by the Reinsurer.

The original insured or policyholder shall not have any rights against the
Reinsurer which are not specifically set forth in this Agreement or in a
specific agreement between the Reinsurer and the original insured or
policyholder.

                                   ARTICLE 17

NON-ASSIGNABILITIY

Neither Reassured nor Reinsurer may assign any of its rights or obligations
under this Agreement without the express written consent of the other.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate on May 1, 1999.

                                     REPUBLIC INDEMNITY COMPANY OF
                                     AMERICA
                                     Reassured



                                     BY:
                                         --------------------------------------
                                         Its:    Senior Vice President/CFO


                                     INFINITY INSURANCE COMPANY'
                                     Reinsurer



                                     BY:
                                         --------------------------------------
                                         Its:    Vice President & Treasurer






                                      -7-