<PAGE>

                                                                   EXHIBIT 10.24

GUY CARPENTER                                     Guy Carpenter & Company, Inc.
                                                  Centennial Lakes, Suite 400
                                                  3600 Minnesota Drive
                                                  Edina, MN  55435
                                                  952 920 3300  Fax 952 920 9382

Cover Note

                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

COMPANY:

         THE DIRECT GENERAL GROUP

         Nashville, Tennessee

         including Direct Insurance Company, Direct General Insurance Company,
         Direct General Insurance Company of Louisiana, Direct General Insurance
         Company of Mississippi, and/or any other companies that are now or may
         hereafter become members of the Direct General Group, as well as
         business written on behalf of Direct by Home State County Mutual
         Insurance Company, State National Specialty Insurance Company, and
         other issuing carriers (hereinafter referred to collectively as the
         "Company").

TYPE:

         Private Passenger Automobile Excess Cessions Contract

BUSINESS REINSURED:

         New and renewal business written or renewed by or on behalf of the
         Company by various issuing carriers, on business classified by the
         Company as Private Passenger Automobile Liability business.

ACCOUNT BASIS:

         Underwriting Year.

<PAGE>

GUY CARPENTER                             Page: 2 of 18
                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

COVER:

         In respect of cessions to this Contract, the Reinsurer will be liable
         in respect of each and every loss, each and every policy, each and
         every coverage, for the ultimate net loss (including extra contractual
         obligations) in excess of the applicable compulsory and/or financial
         responsibility primary automobile liability limits which are further
         subject to the following minimum limits:

<TABLE>
<S>                                                           <C>
Automobile Bodily Injury Liability                            $10,000 per person/
                                                              $20,000 per occurrence

Property Damage Liability                                     $5,000 per occurrence

Uninsured/Underinsured Motorists                              $10,000 per person/
        Bodily Injury Liability                               $20,000 per occurrence

Uninsured/Underinsured Motorists                              $5,000 per occurrence
    Property Damage Liability

Personal Injury Protection                                    Statutory Coverages

Medical Payments                                              $10,000 per person
</TABLE>

         The Reinsurers limit of liability will be the difference between the
         applicable compulsory and/or financial responsibility or minimum
         primary automobile liability limits as referenced above and the actual
         Policy limits as respects each and every loss, each and every Policy,
         each and every coverage, subject to maximum Policy limits as follows:

<TABLE>
<S>                                                           <C>
Automobile Bodily Injury Liability                            $100,000 per person/
                                                              $300,000 per occurrence

Property Damage Liability                                     $100,000 per occurrence

Uninsured/Underinsured Motorists                              $100,000 per person/
    Bodily Injury Liability                                   $300,000 per occurrence
</TABLE>

<PAGE>

GUY CARPENTER                             Page: 3 of 18
                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

COVER (CONT'D):

<TABLE>
<S>                                                           <C>
Uninsured/Underinsured Motorists                              $100,000 per occurrence
  Property Damage Liability

Personal Injury Protection                                    Statutory Coverages

Medical Payments                                              $10,000 per person
</TABLE>

COMMENCEMENT AND TERMINATION:

         A.       Effective at 12:01 a.m., Central Standard Time, January 1,
                  2004, and shall continue in force until terminated as provided
                  in paragraph B below.

         B.       This Agreement may be terminated by either party at 12:01
                  a.m., Central Standard Time, on any January 1, by giving to
                  the other party not less than 90 days notice in writing via
                  either certified or Registered Mail.

         C.       Notwithstanding the foregoing, in the event the Company is
                  required by statute, regulation or by order of any court or
                  regulatory authority to (i) continue a policy or policies
                  subject hereto in force, (ii) renew the coverage under a
                  policy or policies through the issuance of a renewal policy or
                  policies, or (iii) accept new insurance business, after
                  termination the Reinsurer agrees to extend reinsurance
                  coverage hereunder with respect to such policy or policies
                  until the Company may legally cancel, nonrenew or otherwise
                  eliminate its liability under such policy or policies.

         D.       The Reinsurer shall remain liable for losses on policies
                  reinsured hereunder until their natural expiration or
                  anniversary date; such run-off shall not exceed 12 months,
                  plus odd time, not to exceed 15 months after the date of
                  termination of this Agreement. If the Company chooses to
                  terminate all liability of the Reinsurer at the date of
                  termination (cut-off basis), the Reinsurer agrees to return
                  any unearned premium to the Company.

TERRITORY:

         This Agreement shall cover wherever the Company's original policies
         cover but is limited to losses occurring on policies issued to insureds
         located in the United States of America and its territories and
         possessions.

<PAGE>

GUY CARPENTER                             Page: 4 of 18
                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

EXCLUSIONS:

         The following perils, risks and classes of business are specifically
         excluded from coverage under this Agreement:

         1.       As regards interests which at time of loss or damage are on
                  shore, no liability shall attach hereto in respect of any loss
                  or damage which is 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. This War
                  Exclusion Clause shall not, however, apply to interests which
                  at time of loss or damage are within the territorial limits of
                  the United States of America (comprising the fifty States of
                  the Union, the District of Columbia, and including bridges
                  between the U.S.A. and Mexico provided they are under United
                  States ownership), Canada, St. Pierre and Miquelon, provided
                  such interests are insured under policies, endorsements or
                  binders containing a standard war or hostilities or warlike
                  operations exclusion clause.

         2.       Business excluded by the attached Nuclear Incident Exclusion
                  Clause - Liability - Reinsurance - U.S.A. (attached).

         3.       Pools, Associations and Syndicates, except losses from
                  Assigned Risk Plans or similar plans are not excluded. It is
                  further agreed business ceded to the North Carolina
                  Reinsurance Facility is excluded hereunder.

         4.       Reinsurance except agency and Intra Group Company Reinsurance

         5.       Mortgage Impairment Insurance or other similar covers however
                  styled.

         6.       All liability of the Company arising by contract, operation of
                  law, or otherwise, from its participation or membership,
                  whether voluntary or involuntary, in any insolvency fund.
                  "Insolvency fund" includes any guaranty fund, insolvency fund,
                  plan, pool, association, fund or other arrangement, however
                  denominated, established or governed, which provides for any
                  assessment of or payment or assumption by the Company 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.

<PAGE>

GUY CARPENTER                             Page: 5 of 18
                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

EXCLUSIONS (CONT'D):

         7.       Products Liability, Professional Malpractice Liability,
                  Directors' & Officers' Liability, Securities and Exchange
                  Commission Liability, Workers' Compensation and Employers'
                  Liability.

         8.       Loss arising out of the ownership, maintenance or use of any
                  vehicle, the principal use of which is:

                  a.       As a public or livery conveyance;

                  b.       Emergency vehicles;

                  c.       Drive yourself motor vehicles available for leasing
                           periods of less than six months;

                  d.       Automobiles used in speed contests and races;

                  e.       Motorcycles.

         9.       Commercial Automobile Physical Damage and Liability business.

         10.      Private Passenger Automobile Physical Damage business.

         11.      Accidental Death, Towing and Rental Reimbursement, and Life
                  Insurance when written as such.

         12.      Coverages written in conjunction with Motor Club memberships,
                  Accident Hospital Indemnity, Vehicle Protection Plans, or
                  Travel Protection Plans.

         13.      Losses arising from seepage and pollution, provided, however,
                  that this exclusion will not apply, if and when a court
                  invalidates the Company's pollution liability exclusion
                  notwithstanding that such liability was intended to be
                  excluded from coverage.

         In the event the Company becomes bound on an excluded risk without its
         knowledge, either as a result of an existing insured extending its
         operations or through an inadvertent error by an agent, the exclusions
         hereunder, other than 1, 2, 4, 6, and 13, shall be suspended with
         respect to such insured risk until 30 days after an underwriting
         supervisor of the Company acquires knowledge thereof and until the
         Company can legally cancel or terminate its coverage of such risk.

         Business which is beyond the terms, conditions or limitations of this
         Agreement may be submitted to the Reinsurer for special acceptance
         hereunder and such business, if accepted by the Reinsurer, shall be
         subject to all of the terms, conditions and limitations of this
         Agreement except as modified by the special acceptance.

<PAGE>

GUY CARPENTER                             Page: 6 of 18
                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

PREMIUM:

         A.       The Company shall pay to the Reinsurer 78.5% of the subject
                  net premiums earned with respect to business cessions made
                  under this Agreement within 30 days after the end of each
                  calendar month. "Subject net premiums written" as used herein
                  shall mean gross premium written applying to the limits of
                  liability in excess of minimum primary automobile liability
                  limits, less cancellations and returns and less only written
                  premium income paid for reinsurance which inures to the
                  benefit of this Agreement. "Subject net written premium
                  income" shall not include premium finance income, billing fees
                  and policy fees collected by the Company in connection with
                  business covered hereunder, regardless of whether these fees
                  are taxed as premium by the jurisdiction in question.

         B.       As respects financed premiums, the Company shall cede full
                  policy term premiums. As respects installment premiums; i.e.,
                  premiums which are collected under an installment payment
                  plan, which includes premiums financed by the Company, the
                  Company shall cede the premiums as they are earned.

         C.       Notwithstanding the above, in the event that the Reinsurer has
                  its "Best's" rating lowered below "A-", the Company shall
                  withhold from payment amounts due the Reinsurer hereunder,
                  provided it establishes a Security Fund Agreement (the "Fund")
                  for the payment and/or settlement of amounts due to and from
                  the Reinsurer under this Contract. This Fund will be
                  established for the purpose of securing the Reinsurer's
                  obligation for the entirety of this Agreement, and any
                  obligations the Reinsurer may have from other of the Company's
                  Agreement or Agreement Years. The Security Fund Language is
                  attached. The Company shall be permitted to withdraw from the
                  fund any such payable amounts.

                  In the event that the "Best's" rating of the Reinsurer is
                  raised to a level of "A-" or better, the provisions of
                  paragraph A above shall apply to this Contract, in lieu of the
                  provisions of this paragraph, and the Company shall
                  immediately pay to the Reinsurer the current balance of the
                  Fund and the Fund shall be terminated and all securities
                  therein released to the Company.

         D.       Within 30 days following the end of each month, the Company
                  shall prepare and submit to the Reinsurer a bordereau report
                  summarizing all cessions hereunder during the month.

<PAGE>

GUY CARPENTER                             Page: 7 of 18
                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

         E.     Within 60 days following the end of each underwriting year, the
                Company shall furnish the Reinsurers with any other information
                which the Reinsurers may require for their Annual Convention
                Statement which may be reasonably available to the Company.

OTHER REINSURANCE:

         The Company shall be permitted to carry underlying quota share
         reinsurance on business covered by this Agreement, recoveries from
         which shall be disregarded for purposes of determining ultimate net
         loss hereunder.

DEFINITIONS:

         Private Passenger Automobile Liability Business
         Ultimate Net Loss (including ECO)
         Subject Net Written Premium (increased limit premium only)
         Policy
         Underwriting Year

CLAUSES:

         Currency - U.S. Dollars
         Loss/Unearned Premium Reserve Funding (including IBNR)
         Taxes (Attached)
         Notice of Loss and Loss Settlements (including pro rata loss
           adjustment expense and Declaratory Judgement expenses)
         Extra Contractual Obligations (100% up to Policy limit)
         Net Retained Lines (attached)
         Offset (narrow)
         Delay, Omission or Error
         Inspection
         Arbitration
         Service of Suit
         Insolvency
         Entire Contract
         Mode of Execution (attached)
         Guy Carpenter & Company, Inc. Intermediary Clause

<PAGE>

GUY CARPENTER                             Page: 8 of 18
                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

REGULATION 98:

         Premium and loss payments made to Guy Carpenter shall be deposited in a
         Premium and Loss Account in accordance with Section 32.3(a)(1) of
         Regulation 98 of the New York Insurance Department. The parties hereto
         consent to withdrawals from said account in accordance with Section
         32.3(a)(3) of the Regulation, including interest and Federal Excise
         Tax.

<PAGE>

GUY CARPENTER                             Page: 9 of 18
                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

EFFECTED WITH:

<TABLE>
<CAPTION>
         REINSURER                       REFERENCE #           FEIN #         NAIC #               SIGNED %
         ---------                       -----------           ------         ------               --------
<S>                                      <C>                 <C>              <C>                  <C>
QBE Reinsurance Corporation                TR2692            23-1641984       10219                  50.0%
Scor Reinsurance Company                   T009078           75-1444207       30058                  50.0%
TOTAL                                                                                               100.0%
</TABLE>

This Cover Note confirms the terms and conditions of the reinsurance negotiated
with the listed reinsurers on your behalf. In the event that any of these
details do not meet with your approval, or the security of the participating
reinsurers does not meet with your requirements, please notify this office
immediately. If all is in order, please sign and return one copy of this Cover
Note to confirm your approval and complete our files.

________________________________________     ___________________________________
Robert T. Bleckinger, Managing Director       Joel M. Napgezek, Vice President
   Guy Carpenter & Company, Inc.                Guy Carpenter & Company, Inc.

________________________________________     ___________________________________
              Date                                               Date

________________________________________
    The Direct General Group

________________________________________
             Date

<PAGE>

GUY CARPENTER                             Page: 10 of 18
                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

      NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - U.S.A.

         (1)      This reinsurance does not cover any loss or liability accruing
                  to the Reassured as a member of, or subscriber to, any
                  association of insurers or reinsurers formed for the purpose
                  of covering nuclear energy risks or as a direct or indirect
                  reinsurer of any such member, subscriber or association.

         (2)      Without in any way restricting the operation of paragraph (1)
                  of this Clause it is understood and agreed that for all
                  purposes of this reinsurance all the original policies of the
                  Reassured (new, renewal and replacement) of the classes
                  specified in Clause II of this paragraph (2) from the time
                  specified in Clause III in this paragraph (2) shall be deemed
                  to include the following provision (specified as the Limited
                  Exclusion Provision):

                  LIMITED  EXCLUSION PROVISION.*

                  I.       It is agreed that the policy does not apply under any
                           liability coverage, to

                                    injury, sickness, disease, death or
                                    destruction

                                    bodily injury or property damage

                           with respect to which an insured under the policy is
                           also an insured under a nuclear energy liability
                           policy issued by Nuclear Energy Liability Insurance
                           Association, Mutual Atomic Energy Liability
                           Underwriters or Nuclear Insurance Association of
                           Canada, or would be an insured under any such policy
                           but for its termination upon exhaustion of its limit
                           of liability.

                  II.      Family Automobile Policies (liability only), Special
                           Automobile Policies (private passenger automobiles,
                           liability only), Farmers Comprehensive Personal
                           Liability Policies (liability only), Comprehensive
                           Personal Liability Policies (liability only) or
                           policies of a similar nature; and the liability
                           portion of combination forms related to the four
                           classes of policies stated above, such as the
                           Comprehensive Dwelling Policy and the applicable
                           types of Homeowners Policies.

                  III.     The inception dates and thereafter of all original
                           policies as described in II above, whether new,
                           renewal or replacement, being policies which either

<PAGE>

GUY CARPENTER                             Page: 11 of 18
                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

                           (a)      become effective on or after 1st May, 1960,
                                    or

                           (b)      become effective before that date and
                                    contain the Limited Exclusion Provision set
                                    out above;

                           provided this paragraph (2) shall not be applicable
                           to Family Automobile Policies, Special Automobile
                           Policies, or policies or combination policies of a
                           similar nature, issued by the Reassured on New York
                           risks, until 90 days following approval of the
                           Limited Exclusion Provision by the Governmental
                           Authority having jurisdiction thereof.

         (3)      Except for those classes of policies specified in Clause II of
                  paragraph (2) and without in any way restricting the operation
                  of paragraph (1) of this Clause, it is understood and agreed
                  that for all purposes of this reinsurance the original
                  liability policies of the Reassured (new, renewal and
                  replacement) affording the following coverages:

                           Owners, Landlords and Tenants Liability, Contractual
                           Liability, Elevator Liability, Owners or Contractors
                           (including railroad) Protective Liability,
                           Manufacturers and Contractors Liability, Product
                           Liability, Professional and Malpractice Liability,
                           Storekeepers Liability, Garage Liability, Automobile
                           Liability (including Massachusetts Motor Vehicle or
                           Garage Liability)

                  shall be deemed to include, with respect to such coverages,
                  from the time specified in Clause V of this paragraph (3), the
                  following provision (specified as the Broad Exclusion
                  Provision):

                  BROAD EXCLUSION PROVISION.*

                  It is agreed that the policy does not apply:

                  I.       Under any Liability Coverage, to

                           injury, sickness, disease, death or destruction

                           bodily injury or property damage

                           (a)      with respect to which an insured under the
                                    policy is also an insured under a nuclear
                                    energy liability policy issued by Nuclear
                                    Energy Liability Insurance Association,
                                    Mutual Atomic Energy Liability Underwriters
                                    or Nuclear Insurance Association of Canada,
                                    or would

<PAGE>

GUY CARPENTER                             Page: 12 of 18
                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

                                    be an insured under any such policy but for
                                    its termination upon exhaustion of its limit
                                    of liability; or

                           (b)      resulting from the hazardous properties of
                                    nuclear material and with respect to which
                                    (1) any person or organization is required
                                    to maintain financial protection pursuant to
                                    the Atomic Energy Act of 1954, or any law
                                    amendatory thereof, or (2) the insured is,
                                    or had this policy not been issued would be,
                                    entitled to indemnity from the United States
                                    of America, or any agency thereof, under any
                                    agreement entered into by the United States
                                    of America, or any agency thereof, with any
                                    person or organization.

                  II.      Under any Medical Payments Coverage, or under any
                           Supplementary Payments Provision relating to

                                    immediate medical or surgical relief

                                    first aid,

                           to expenses incurred with respect to

                                    bodily injury, sickness, disease or death

                                    bodily injury

                           resulting from the hazardous properties of nuclear
                           material and arising out of the operation of a
                           nuclear facility by any person or organization.

                  III.     Under any Liability Coverage, to

                                    injury, sickness, disease, death or
                                    destruction

                                    bodily injury or property damage

                           resulting from the hazardous properties of nuclear
                           material, if

<PAGE>

GUY CARPENTER                             Page: 13 of 18
                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

                           (a)      the nuclear material (1) is at any nuclear
                                    facility owned by, or operated by or on
                                    behalf of, an insured or (2) has been
                                    discharged or dispersed therefrom;

                           (b)      the nuclear material is contained in spent
                                    fuel or waste at any time possessed,
                                    handled, used, processed, stored,
                                    transported or disposed of by or on behalf
                                    of an insured; or

                           (c)      the

                                        injury, sickness, disease, death or
                                        destruction

                                    bodily injury or property damage

                           arises out of the furnishing by an insured of
                           services, materials, parts or equipment in connection
                           with the planning, construction, maintenance,
                           operation or use of any nuclear facility, but if such
                           facility is located within the United States of
                           America, its territories or possessions or Canada,
                           this exclusion (c) applies only to

                                        injury to or destruction of property at
                                        such nuclear facility.

                                        property damage to such nuclear facility
                                        and any property thereat.

                  IV.      As used in this endorsement:

                           "HAZARDOUS PROPERTIES" include radioactive, toxic or
                           explosive properties; "NUCLEAR MATERIAL" means source
                           material, special nuclear material or byproduct
                           material; "SOURCE MATERIAL", "SPECIAL NUCLEAR
                           MATERIAL", and "BYPRODUCT MATERIAL" have the meanings
                           given them in the Atomic Energy Act of 1954 or in any
                           law amendatory thereof; "SPENT FUEL" means any fuel
                           element or fuel component, solid or liquid, which has
                           been used or exposed to radiation in a nuclear
                           reactor; "WASTE" means any waste material (1)
                           containing byproduct material other than the tailings
                           or wastes produced by the extraction or concentration
                           of uranium or thorium from any ore processed
                           primarily for its source material content and (2)
                           resulting from the operation by any person or
                           organization of any nuclear facility included under
                           the first two paragraphs of the definition of nuclear
                           facility; "NUCLEAR FACILITY" means

                           (a)      any nuclear reactor,

<PAGE>

GUY CARPENTER                             Page: 14 of 18
                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

                           (b)      any equipment or device designed or used for
                                    (1) separating the isotopes of uranium or
                                    plutonium, (2) processing or utilizing spent
                                    fuel, or (3) handling, processing or
                                    packaging waste,

                           (c)      any equipment or device used for the
                                    processing, fabricating or alloying of
                                    special nuclear material if at any time the
                                    total amount of such material in the custody
                                    of the insured at the premises where such
                                    equipment or device is located consists of
                                    or contains more than 25 grams of plutonium
                                    or uranium 233 or any combination thereof,
                                    or more than 250 grams of uranium 235,

                           (d)      any structure, basin, excavation, premises
                                    or place prepared or used for the storage or
                                    disposal of waste,

                           and includes the site on which any of the foregoing
                           is located, all operations conducted on such site and
                           all premises used for such operations; "NUCLEAR
                           REACTOR" means any apparatus designed or used to
                           sustain nuclear fission in a self-supporting chain
                           reaction or to contain a critical mass of fissionable
                           material;

                           With respect to injury to or destruction of property,
                           the word "injury" or "destruction" includes all forms
                           of radioactive contamination of property. "property
                           damage" includes all forms of radioactive
                           contamination of property.

                  V.       The inception dates and thereafter of all original
                           policies affording coverages specified in this
                           paragraph (3), whether new, renewal or replacement,
                           being policies which become effective on or after 1st
                           May, 1960, provided this paragraph (3) shall not be
                           applicable to

                           (i)      Garage and Automobile Policies issued by the
                                    Reassured on New York risks, or

                           (ii)     statutory liability insurance required under
                                    Chapter 90, General Laws of Massachusetts,

                           until 90 days following approval of the Broad
                           Exclusion Provision by the Governmental Authority
                           having jurisdiction thereof.

         (4)      Without in any way restricting the operation of paragraph (1)
                  of this Clause, it is understood and agreed that paragraphs
                  (2) and (3) above are not applicable to original liability
                  policies of the Reassured in Canada and that with respect to

<PAGE>

GUY CARPENTER                             Page: 15 of 18
                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

                  such policies this Clause shall be deemed to include the
                  Nuclear Energy Liability Exclusion Provisions adopted by the
                  Canadian Underwriters' Association or the Independent
                  Insurance Conference of Canada.

*NOTE. THE WORDS PRINTED IN ITALICS IN THE LIMITED EXCLUSION PROVISION AND IN
THE BROAD EXCLUSION PROVISION SHALL APPLY ONLY IN RELATION TO ORIGINAL LIABILITY
POLICIES WHICH INCLUDE A LIMITED EXCLUSION PROVISION OR A BROAD EXCLUSION
PROVISION CONTAINING THOSE WORDS.

         NOTES:   Wherever used herein the terms:

                  "Reassured"       shall be understood to mean "Company",
                                    "Reinsured", "Reassured" or whatever other
                                    term is used in the attached reinsurance
                                    document to designate the reinsured company
                                    or companies.

                  "Agreement"       shall be understood to mean "Agreement",
                                    "Contract", "Policy" or whatever other term
                                    is used to designate the attached
                                    reinsurance document.

                  "Reinsurers"      shall be understood to mean "Reinsurers",
                                    "Underwriters" or whatever other term is
                                    used in the attached reinsurance document to
                                    designate the reinsurer or reinsurers.

<PAGE>

GUY CARPENTER                             Page: 16 of 18
                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

                               NET RETAINED LINES

         This Contract applies only to that portion of any policy which the
         Company 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 policy which the Company retains net for its own
         account shall be included.

         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
         Company to collect from any other reinsurer(s), whether specific or
         general, any amounts which may have become due from such reinsurer(s),
         whether such inability arises from the insolvency of such other
         reinsurer(s) or otherwise.

         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.

<PAGE>

GUY CARPENTER                             Page: 17 of 18
                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

                                MODE OF EXECUTION

         This Contract may be executed by:

                  1.       An original written ink signature of paper documents.

                  2.       An exchange of facsimile copies showing the original
                           written ink signature of paper documents.

                  3.       Electronic signature technology employing computer
                           software and a digital signature or digitizer pen pad
                           to capture a person's handwritten signature in such a
                           manner that the signature is unique to the person
                           signing, is under the sole control of the person
                           signing, is capable of verification to authenticate
                           the signature and is linked to the document signed in
                           such a manner that if the data is changed, such
                           signature is invalidated.

         The use of any one or a combination of these methods of execution shall
         constitute a legally binding and valid signing of this Contract. This
         Contract may be executed in one or more counterparts, each of which,
         when duly executed, shall be deemed an original.

<PAGE>

GUY CARPENTER                             Page: 18 of 18
                                          File #: 8958-00-0002-00
                                          Effective Date: January 1, 2004
                                          Issue Date:

                                      TAXES

A.       In consideration of the terms under which this Contract is issued, the
         Company 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.

B.       1.       Each Subscribing Reinsurer has agreed to allow, for the
                  purpose of paying the Federal Excise Tax, 1% of the premium
                  payable hereon to the extent such premium is subject to
                  Federal Excise Tax.

         2.       In the event of any return of premium becoming due hereunder,
                  the Subscribing Reinsurer shall deduct 1% from the amount of
                  the return, and the Company or its agent should take steps to
                  recover the Tax from the U.S. Government.
<PAGE>


                        2004 Excess Cessions Reinsurers

                       QBE Reinsurance Corporation (Dom)
                         SCOR Reinsurance Company (Dom)

<PAGE>

GUY CARPENTER                                    Page:           9 of 18
                                                 File #:         8958-00-0002-00
                                                 Effective Date: January 1, 2004

ACCEPTED:

  50.0%                REF # TR 2692

REINSURER:             QBE REINSURANCE CORPORATION

FEIN #:                10219

NAIC #:                [ILLEGIBLE]

AUTHORIZED SIGNATURE:  /s/ DENNIS R. JOHNSON

DATE:                  1/26/04

<PAGE>


GUY CARPENTER                                    Page:           9 of 18
                                                 File #:         8958-00-0002-00
                                                 Effective Date: January 1, 2004

ACCEPTED:

  50%                  REF # T009078

Reinsurer:             SCOR

FEIN #:                ________________________________________________

NAIC #:                ________________________________________________

AUTHORIZED SIGNATURE:  /s/ JAMES W. BISHOP

DATE:                  1/23/04