<PAGE>

                                                                   EXHIBIT 10.25

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 #: 8958-00-0001-00
                                              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, (hereinafter
         referred to collectively as the "Company").

TITLE

         Property Catastrophe Excess of Loss Reinsurance Program

BUSINESS REINSURED:

         In force, new and renewal business, classified by the Company as
         Private Passenger Automobile Physical Damage Business (Comprehensive
         only). This includes business assumed from Old American County Mutual
         Insurance Company of Dallas, Texas.

ACCOUNT BASIS:

         Losses Occurring

<PAGE>

GUY CARPENTER                                 Page: 2 of 16
                                              File #: 8958-00-0001-00
                                              Effective Date: January 1, 2004
                                              Issue Date:

COVER:

         The Reinsurer will be liable in respect of each and every Loss
         Occurrence, irrespective of the number and kinds of Policies involved,
         for the following:

<TABLE>
<CAPTION>
                           PLACEMENT                 LIMIT                 RETENTION
                           ---------                 -----                 ---------
<S>                        <C>                    <C>                      <C>
First Excess                  100%                $3,000,000              $ 2,000,000
Second Excess                 100%                $5,000,000              $ 5,000,000
Third Excess                  100%                $5,000,000              $10,000,000
</TABLE>

         The Company warrants that it will retain a minimum of 2.50% of any loss
         covered hereunder net and unreinsured in any manner.

         The maximum value of any one vehicle covered hereunder will be $75,000,
         or so deemed.

         The Company shall be permitted to carry additional reinsurance on its
         retention hereunder, as well as quota share in effect on private
         passenger automobile, recoveries from which shall be disregarded when
         establishing Ultimate Net Loss for purposes of this Article.

TERM:

         Effective 12:01 a.m., Central Standard Time, January 1, 2004, and shall
         remain in full force for one year , expiring 12:01 a.m., Central
         Standard Time, January 1, 2005.

         Includes Loss in Progress wording.

TERRITORY:

         Applies to losses arising out of Policies written in the United States
         of America, its territories and possessions, Puerto Rico and Canada,
         wherever occurring.

<PAGE>

GUY CARPENTER                                 Page: 3 of 16
                                              File #: 8958-00-0001-00
                                              Effective Date: January 1, 2004
                                              Issue Date:

EXCLUSIONS:

         This Agreement does not cover:

         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 f
                  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 - Physical Damage - Reinsurance - U.S.A.

         3.       Pools Associations and Syndicates, except losses from Assigned
                  Risk Plans or similar plans are not excluded.

         4.       Excess of loss reinsurance.

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

         6.       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 guarantee 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 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: 4 of 16
                                              File #: 8958-00-0001-00
                                              Effective Date: January 1, 2004
                                              Issue Date:

EXCLUSIONS:  (CONT'D)

         7.       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 moths;

                  d.       automobiles used in speed contests and races;

                  e.       motorcycles.

         8.       Commercial Automobile Physical Damage and Liability business.

         9.       Private Passenger Automobile Liability business.

         10.      Excess of Policy limits and extra contractual obligations.

         11.      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 or property damaged by a loss otherwise covered
                  hereunder, but subject always to a limit of 25% of the
                  Company's Property Business loss under the original Policy.

         12.      Terrorism - NMA 2930 (B).

         13.      Cyber / Information Technology Hazards (NMA 2912)

         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: 5 of 16
                                              File #: 8958-00-0001-00
                                              Effective Date: January 1, 2004
                                              Issue Date:

PREMIUM:

         Deposit premiums payable in advance quarterly installments, adjusted
         within 60 days after contract expiration, subject to minimum premium
         requirements, as follows:

<TABLE>
<CAPTION>
                     PREMIUM          DEPOSIT        MINIMUM
                      RATE            PREMIUM        PREMIUM
                      ----            -------        -------
<S>                  <C>             <C>            <C>
First Excess         1.565%          $600,000       $480,000
Second Excess        0.979%          $375,000       $300,000
Third Excess         0.555%          $212,500       $170,000
</TABLE>

REINSTATEMENT:

         One at 100% as to time, pro-rata as to amount.

REPORTS:

         Annual, 60 days following expiration.

DEFINITIONS:

         Private Passenger Automobile Physical Damage Business
         Ultimate Net Loss (with loss adjustment expenses included and
              Declaratory Judgment expenses included)
         Loss Occurrence NMA 2244 (amended; no reinstatement in same event)
         Net Written Premium Income (comprehensive premium only)
         Policy

<PAGE>

GUY CARPENTER                                 Page: 6 of 16
                                              File #: 8958-00-0001-00
                                              Effective Date: January 1, 2004
                                              Issue Date:

CLAUSES:

         Agency
         Net Retained Lines (attached)
         Currency
         Loss Funding (including IBNR, for known loss occurrences)
         Taxes (Attached)
         Notice of Loss and Loss Settlements
         Offset (broad)
         Delay, Omission or Error
         Inspection
         Arbitration (in Nashville, Tennessee)
         Service of Suit  (Updated - Attached)
         Insolvency
         Original Conditions (Attached)
         Entire Agreement (Attached)
         Guy Carpenter & Company, Inc. Intermediary Clause
         Company Signing Block
         Mode of Execution (attached)

<PAGE>

GUY CARPENTER                                 Page: 7 of 16
                                              File #: 8958-00-0001-00
                                              Effective Date: January 1, 2004
                                              Issue Date:

EFFECTED WITH:

<TABLE>
<CAPTION>
            REINSURER                        REFERENCE #           FEIN #             NAIC #
            ---------                        -----------           ------             ------
<S>                                         <C>                 <C>                 <C>
Endurance Specialty Insurance Ltd                               98-0362-892         AA-3194130
IPCRe Limited                                  006849/04                            AA-3190463
QBE Reinsurance Corporation                                      23-1641984         10219
XL Re Limited                               6107/01/2004         98-0351953         AA-3190757
Placed in London Marketplace thru Guy
Carpenter & Company
</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: 8 of 16
                                              File #: 8958-00-0001-00
                                              Effective Date: January 1, 2004
                                              Issue Date:

              NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE -
                              REINSURANCE - U.S.A.

         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 using 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

<PAGE>

GUY CARPENTER                                 Page: 9 of 16
                                              File #: 8958-00-0001-00
                                              Effective Date: January 1, 2004
                                              Issue Date:

                  (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
                           been 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.

<PAGE>

GUY CARPENTER                                 Page: 10 of 16
                                              File #: 8958-00-0001-00
                                              Effective Date: January 1, 2004
                                              Issue Date:

                  (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.

         12/12/57
         NMA 1119

         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: 11 of 16
                                              File #: 8958-00-0001-00
                                              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: 12 of 16
                                              File #: 8958-00-0001-00
                                              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: 13 of 16
                                              File #: 8958-00-0001-00
                                              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>

GUY CARPENTER                                 Page: 14 of 16
                                              File #: 8958-00-0001-00
                                              Effective Date: January 1, 2004
                                              Issue Date:

                                 SERVICE OF SUIT

A.       This Article applies only to those Subscribing Reinsurers not domiciled
         in the United States of America, and/or not authorized in any state,
         territory and/or district of the United States of America where
         authorization is required by insurance regulatory authorities.

B.       This Article shall not be read to conflict with or override the
         obligations of the parties to arbitrate their disputes as provided for
         in the Arbitration Article. This Article is intended as an aid to
         compelling arbitration or enforcing such arbitration or arbitral award,
         not as an alternative to the Arbitration Article for resolving disputes
         arising out of this Contract.

C.       In the event of the failure of the Reinsurer to pay any amount claimed
         to be due hereunder, the Reinsurer, at the request of the Company,
         shall submit to the jurisdiction of a court of competent jurisdiction
         within the United States. Nothing in this Article constitutes or should
         be understood to constitute a waiver of the Reinsurer's 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. The Reinsurer,
         once the appropriate court is selected, whether such court is the one
         originally chosen by the Company and accepted by the Reinsurer or is
         determined by removal, transfer, or otherwise, as provided for above,
         shall comply with all requirements necessary to give said court
         jurisdiction and, in any suit instituted against the Reinsurer upon
         this Contract, shall abide by the final decision of such court or of
         any appellate court in the event of an appeal.

D.       Service of process in such suit may be made upon Messrs. Mendes and
         Mount, 750 Seventh Avenue, New York, New York 10019-6829. The
         above-named are authorized and directed to accept service of process on
         behalf of the Reinsurer in any such suit.

E.       Further, pursuant to any statute of any state, territory or district of
         the United States that makes provision therefor, the Reinsurer hereby
         designates 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 its true and lawful attorney upon
         whom may be served any lawful process in any action, suit or proceeding
         instituted by or on behalf of the Company or any beneficiary hereunder
         arising out of this Contract, and hereby designates the above-named as
         the person to whom the said officer is authorized to mail such process
         or a true copy thereof.

<PAGE>


GUY CARPENTER                                 Page: 15 of 16
                                              File #: 8958-00-0001-00
                                              Effective Date: January 1, 2004
                                              Issue Date:

                               ORIGINAL CONDITIONS

All reinsurance under this Contract shall be subject to the same rates, terms,
conditions, waivers and interpretations, and to the same modifications and
alterations as the respective Policies of the Company. However, in no event
shall this be construed in any way to provide coverage outside the terms and
conditions set forth in this Contract.

<PAGE>

GUY CARPENTER                                 Page: 16 of 16
                                              File #: 8958-00-0001-00
                                              Effective Date: January 1, 2004
                                              Issue Date:

                                ENTIRE AGREEMENT

This Contract sets forth all of the duties and obligations between the Company
and the Reinsurer and supersedes any and all prior or contemporaneous or written
agreements with respect to matters referred to in this Contract. The Contract
may not be modified, amended or changed except by an agreement in writing signed
by both parties.
<PAGE>


                   2004 Property Catastrophe Excess Reinsures

                    Endurance Specialty Insurance Co. (Bda)

                                XL Re LTD (Bda)
                                IPC Re LTD (Bda)
                       QBE Reinsurance Corporation (Dom)
                   London Placement Thru Guy Carpenter London

<PAGE>

GUY CARPENTER                                    Page:           7 of 18
                                                 File #:         8958-00-0001-00
                                                 Effective Date: January 1, 2004

ACCEPTED

LAYER ONE: $3,000,000 EXCESS OF $2,000,000

FIRST LAYER:           25% OF 3000000 REF # 2546

REINSURER:             QBE RE CORP

FEIN #:                23 164 1984

NAIC #:                10219

AUTHORIZED SIGNATURE:  /s/ THOMAS L. RENART

DATE:                  1/22/04

<PAGE>

GUY CARPENTER                                    Page:           7 of 18
                                                 File #:         8958-00-0001-00
                                                 Effective Date: January 1, 2004

ACCEPTED

LAYER ONE: $3,000,000 EXCESS OF $2,000,000

FIRST LAYER:           20.00% OF 3,000,000 REF # 005828-003

REINSURER:             ENDURANCE SPECIALITY INSURANCE LTD.

FEIN #:                98 - 0362 - 892

NAIC #:                AA - 3194130

AUTHORIZED SIGNATURE:  /s/ STEPHEN H. R. YOUNG VICE PRESIDENT

DATE:                  JANUARY 16th 2004

<PAGE>

GUY CARPENTER                                    Page:           7 of 18
                                                 File #:         8958-00-0001-00
                                                 Effective Date: January 1, 2004

ACCEPTED

LAYER ONE: $3,000,000 EXCESS OF $2,000,000

FIRST LAYER:           15.0% OF $3,000,000 REF # 006847/04

REINSURER:             IPCRe Limited

FEIN #:                AA 3190463

NAIC #:                _____________________________________

AUTHORIZED SIGNATURE:  /s/ GLENN N. B. CLINTON

DATE:                  JANUARY 16th 2004

<PAGE>

GUY CARPENTER                                    Page:           7 of 18
                                                 File #:         8958-00-0001-00
                                                 Effective Date: January 1, 2004

ACCEPTED

LAYER ONE: $3,000,000 EXCESS OF $2,000,000

FIRST LAYER:           12.50% OF $3,000,000 REF # 6106/01/2004 BEING $375,000

REINSURER:             XL Re Ltd

FEIN #:                98-0351953

NAIC #:                AA-3190757

AUTHORIZED SIGNATURE:  /s/ ANDREW L. CRICHTON

DATE:                  30th JANUARY 2004

<PAGE>

                  MARSH LTD                     Guy Carpenter & Company Ltd
                                                Tower Place
                  per                           London EC3R 5BU
                  Guy Carpenter & Company Ltd   020 7357 1000 Fax: 020 7357 2164
                                                Brit Doc:DX 509 London EC3

GUY CARPENTER & COMPANY INC OF MINNESOTA                 Date: 15th January 2004
CENTENNIAL LAKES
3600 MINNESOTA DR., SUITE 400
EDINA, MN 55435
USA

COVER NOTE NUMBER: TD045204
RENEWING; TD045203

In accordance with your instructions we have arranged reinsurance as follows.
Please check this Cover Note carefully to ensure that the cover stated herein is
in accordance with your instructions and that the Reinsurers, shown hereunder,
with whom it has been effected meet with your approval.

If any of the security shown on this Cover Note is unacceptable to you, please
advise us immediately.

Schedule of Reinsurers
HEREON:     25,00%

As attached

<PAGE>

                  MARSH LTD

                  per
                  Guy Carpenter & Company Ltd

                             Schedule of Reinsurers

a         2.00%      Aspen Insurance UK Limited, LONDON

a         1.00%      Lloyd's Underwriter Syndicate No, 2987 BRT, LONDON

a         0.40%      Lloyd's Underwriter Syndicate No. 1243 EUL, LONDON

a         0.40%      Lloyd's Underwriter Syndicate No. 2147 SVB, LONDON

a *       0.20%      Aspen Insurance Limited, HAMILTON

          7.00%      Lloyd's Underwriter Syndicate No. 2010 MMX, LONDON

         11.50%      Lloyd's Underwriter Syndicate No. 2001 AML, LONDON

          2.50%      Lloyd's Underwriter Syndicate No. 1243 EUL, LONDON
        ----------
         25.00%

Legend
* This Entity allows Federal Excise Tax

The new US/UK Double Taxation Treaty introduces changes to the exemption from US
FET for UK re/insurers from 1 January 2004. It has been confirmed that Lloyds'
position is unchanged but the status of UK companies is less clear at this
stage. We understand that most UK companies are seeking to continue exemption
under the new regulations and we have therefore applied the previous rules for
FET liability. We are monitoring the position very closely and will advise as
soon as practicable should we be unable to confirm the status of any individual
company.

a) Lineslip market signing 50% of 4% IUA
                           45% of 4% Lloyd's
                            5% of 4% Aspen Insurance Bermuda

FOR AND ON BEHALF OF
MARSH LTD

         /s/ JAMES BERESFORD                             /s/ MARTIN VERRILLS
         ---------------------                           -----------------------
         AUTHORISED SIGNATORY                            AUTHORISED SIGNATORY
<PAGE>

GUY CARPENTER                           Page:           8 of 18
                                        File #:         8958-00-0001-00
                                        Effective Date: January 1, 2004

LAYER TWO: $5,000,000 EXCESS OF $5,000,000

SECOND LAYER:         20.00% OF 5,000,000   REF # 007913 - 002
REINSURER:            ENDURANCE SPECIALITY INSURANCE LTD.
FEIN #:               98-0362-892
NAIC #:               AA-3194130
AUTHORIZED Signature: /s/ STEPHEN H. R. YOUNG VICE PRESIDENT
Date:                 JANUARY 16th, 2004

<PAGE>

GUY CARPENTER                           Page:           8 of 18
                                        File #:         8958-00-0001-00
                                        Effective Date: January 1, 2004

LAYER TWO: $5,000,000 EXCESS OF $5,000,000

SECOND LAYER:         15% OF 5,000,000    REF # 3125
REINSURER:            QBE RE CORP
FEIN #:               23 164 1984
NAIC #:               10219
AUTHORIZED SIGNATURE: /s/ THOMAS L. RENART
DATE:                 1/22/04

<PAGE>

[GUY CARPENTER]                     Page:           8 of 18
                                    File:           8958-00-0001-00
                                    Effective Date: January 1, 2004

LAYER TWO: $5,000,000 EXCESS OF $5,000,000

SECOND LAYER:          15.0% OF $5,000,000 REF # 006848/04

REINSURER:             IPCRe LIMITED

FEIN #:                AA 3190463

NAIC #:                _________________________

AUTHORIZED SIGNATURE:  /s/ GLENN N. B. CLINTON

DATE:                  JANUARY 16TH 2004

<PAGE>

GUY CARPENTER                                    Page: 8 of 18
                                                 File #: 8958-00-0001-00
                                                 Effective Date: January 1, 2004

LAYER TWO: $5,000,000 EXCESS OF $5,000,000

Second Layer: 12.50 % of $5,000,000 Ref # 6107/01/2004
               being $625,000
REINSURER: XL Re Ltd
FEIN #: FEIN # 98-0351953
NAIC #: NAIC # AA-3190757
AUTHORIZED SIGNATURE: /s/ ANDREW L. CRICHTON
DATE:    30th January 2004

<PAGE>

                MARSH LTD                       Guy Carpenter & Company Ltd
                                                Tower Place
                per                             London EC3R 5BU
                Guy Carpenter & Company Ltd     020 7357 1000 Fax: 020 7357 2164
                                                Brit Doc: DX 509 London EC3

GUY CARPENTER & COMPANY INC OF MINNESOTA                 Date: 15th January 2004
CENTENNIAL LAKES
3600 MINNESOTA DR., SUITE 400
EDINA, MN 55435
USA

COVER NOTE NUMBER: TD045304
RENEWING: TD045303

In accordance with your instructions we have arranged reinsurance as follows.
Please check this Cover Note carefully to ensure that the cover stated herein is
in accordance with your instructions and that the Reinsurers, shown hereunder,
with whom it has been effected meet with your approval.

If any of the security shown on this Cover Note is unacceptable to you, please
advise us immediately.

Schedule of Reinsurers
HEREON:     35.00%

As attached

<PAGE>

                       MARSH LTD

                       per
                       Guy Carpenter & Company Ltd

                          Schedule of Reinsurers

<TABLE>
<S>        <C>            <C>
           20.00%         Lloyd's Underwriter Syndicate No. 2001 AML, LONDON

            5.00%         Lloyd's Underwriter Syndicate No. 1243 EUL, LONDON

 a          5.00%         Aspen Insurance UK Limited, LONDON

 a          2.50%         Lloyd's Underwriter Syndicate No. 2987 BRT, LONDON

 a          1.00%         Lloyd's Underwriter Syndicate No. 1243 EUL, LONDON

 a          1.00%         Lloyd's Underwriter Syndicate No, 2147 SVB, LONDON

 a *        0.50%         Aspen Insurance Limited, HAMILTON
           -----
           35.00%
</TABLE>

 Legend

 * This Entity allows Federal Excise Tax

The new US/UK Double Taxation Treaty introduces changes to the exemption from US
FET for UK re/insurers from 1 January 2004. It has been confirmed that Lloyds'
position is unchanged but the status of UK companies is less clear at this
stage. We understand that most UK companies are seeking to continue exemption
under the new regulations and we have therefore applied the previous rules for
FET liability. We are monitoring the position very closely and will advise as
soon as practicable should we be unable to confirm the status of any individual
company.

 a) Lineslip market signing 50% of 10% IUA

                          45% of 10% Lloyd's
                           5% of 10% Aspen Insurance Bermuda

  FOR AND ON BEHALF OF MARSH LTD

 /s/ JAMES BERESFORD                                    /s/ MARTIN VERRILLS
AUTHORISED SIGNATORY                                    AUTHORISED SIGNATORY
<PAGE>

GUY CARPENTER                                    Page: 9 of 18
                                                 File #: 8958-00-0001-00
                                                 Effective Date: January 1, 2004

LAYER THREE: $5,000,000 EXCESS OF $10,000,000

THIRD LAYER: 20.00 % of $5,000,000 REF # P002224001
REINSURER: ENDURANCE SPECIALITY INSURANCE LTD.
FEIN #: 98-0362-892
NAIC #: AA-3194130
AUTHORIZED SIGNATURE: /s/ STEPHEN H. R. YOUNG VICE PRESIDENT
DATE: JANUARY 16th 2004

<PAGE>

GUY CARPENTER                                    Page:9 of 18
                                                 File #: 8958-00-0001-00
                                                 Effective Date: January 1, 2004

LAYER THREE: $5,000,000 EXCESS OF $10,000,000

THIRD LAYER: 15 % OF $5,000,000 REF # TBD
REINSURER: QBE RE CORP.
FEIN #:  231641984
NAIC #:  10219
AUTHORIZED SIGNATURE: /s/ THOMAS L. RENART
DATE: 1/22/04
<PAGE>

GUY CARPENTER                                    Page:           9 of 18
                                                 File #:         8958-00-0001-00
                                                 Effective Date: January 1, 2004

LAYER THREE: $5,000,000 EXCESS OF $10,000,000

THIRD LAYER:          15.0% OF $5,000,000 REF # 006:49/04

REINSURER:            IPCRe Limited

FEIN #:               AA 3190463

NAIC #: __________________________________________________

AUTHORIZED SIGNATURE: /s/ GLENN N. B. CLINTON

Date:                 JANUARY 16th 2004

<PAGE>

GUY CARPENTER                                    Page:           9 of 18
                                                 File #:         8958-00-0001-00
                                                 Effective Date: January 1, 2004

LAYER THREE: $5,000,000 EXCESS OF $10,000,000

THIRD LAYER:     12.50 % OF $5,000,000 REF # 6380/01/2004
                        BEING $675,000

REINSURER:            XL Re LTD

FEIN #:               FEIN # 98-0351953

NAIC #:               NAIC # AA-3190757

AUTHORIZED SIGNATURE: /s/ ANDREW L. CRICHTON

DATE:                 30TH JANUARY 2004

<PAGE>

         MARSH LTD                           Guy Carpenter & Company Ltd
                                             Tower Place
         per                                 London EC3R 5BU
         Guy Carpenter & Company Ltd         020 7357 1000 Fax: 020 7357 2164
                                             Brit Doc: DX 509 London EC3

GUY CARPENTER & COMPANY INC OF MINNESOTA                 Date: 15th January 2004
CENTENNIAL LAKES
3600 MINNESOTA DR., SUITE 400
EDINA, MN 55435
USA

COVER NOTE NUMBER: TD045404


In accordance with your instructions we have arranged reinsurance as follows.
Please check this Cover Note carefully to ensure that the cover stated herein is
in accordance with your instructions and that the Reinsurers, shown hereunder,
with whom it has been effected meet with your approval.

If any of the security shown on this Cover Note is unacceptable to you, please
advise us immediately.

Schedule of Reinsurers
HEREON:     35.00%

As attached

<PAGE>

                          MARSH LTD

                          per
                          Guy Carpenter & Company Ltd

                             Schedule of Reinsurers

<TABLE>
<S>      <C>         <C>
         20.00%      Lloyd's Underwriter Syndicate No. 2001 AML, LONDON

          5.00%      Lloyd's Underwriter Syndicate No. 1243 EUL, LONDON

a         5.00%      Aspen Insurance UK Limited, LONDON

a         2.50%      Lloyd's Underwriter Syndicate No. 2987 BRT, LONDON

a         1.00%      Lloyd's Underwriter Syndicate No. 1243 EUL, LONDON

a         1.00%      Lloyd's Underwriter Syndicate No. 2147 SVB, LONDON

a *       0.50%      Aspen Insurance Limited, HAMILTON
         -----
         35.00%
</TABLE>

Legend

* This Entity allows Federal Excise Tax

The new US/UK Double Taxation Treaty introduces changes to the exemption from
US FET for UK re/insurers from 1 January 2004. It has been confirmed that
Lloyds' position is unchanged but the status of UK companies is less clear at
this stage. We understand that most UK companies are seeking to continue
exemption under the new regulations and we have therefore applied the previous
rules for FET liability. We are monitoring the position very closely and will
advise as soon as practicable should we be unable to confirm the status of any
individual company.

a) Lineslip market signing 50% of 10% IUA
                           45% of 10% Lloyd's
                            5% of 10% Aspen Insurance Bermuda

FOR AND ON BEHALF OF
MARSH LTD

 /s/ JAMES BERESFORD                              /S/ MARTIN VERRILLS
AUTHORISED SIGNATORY                              AUTHORISED SIGNATORY