<PAGE>
                                                                   Exhibit 10.10

                             REINSURANCE COVER NOTE
                             ----------------------

                        AUTO PHYSICAL DAMAGE QUOTA SHARE
                        --------------------------------
                                       FOR
                             SELECTED MEMBERS OF THE
                       AMERICAN PREMIER UNDERWRITERS, INC.


REINSURED:                  Leader Insurance Company Pool, consisting of:
                            TICO Insurance Company
                            Leader Insurance Company
                            Leader Preferred Insurance Company
                            Leader Specialty Insurance Company

                            Infinity Insurance Company Pool, consisting of
                            Infinity Insurance Company
                            Infinity Select Insurance Company
                            Infinity National

                            Windsor Insurance Company Pool, consisting of
                            Windsor Insurance Company
                            Regal Insurance Company
                            American Deposit Insurance Company
                            Coventry Insurance Company

                            Atlanta Casualty Company Pool, consisting of
                            Atlanta Casualty Company
                            American Premier Insurance Company
                            Atlanta Reserve Insurance Company
                            Atlanta Specialty Insurance Company

                            Hereinafter collectively referred to as
                            "the Company."

REINSURER:                  Inter-Ocean Reinsurance (Ireland) Limited Dublin,
                            Ireland

REINSURER SHARE:            100% of an 90% Quota Share cession by the Company to
                            the Reinsurer; the basis for establishing the
                            cession amount is set forth in the "Cover" Article
                            hereinafter.

AGREEMENT PERIOD:           12:01 a.m. Eastern Standard Time, January 1, 2002
                            through December 31, 2002.





ARB No. T2-2002-5436
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<PAGE>

2002 Reinsurance Cover Note
American Premier Underwriters, Inc.
Automobile Physical Damage Quota Share
--------------------------------------






COVER:                      Subject to all other terms and conditions set forth
                            in this Agreement, the Company shall cede to the
                            Reinsurer and the Reinsurer shall accept from the
                            Company a 90% quota share participation in respect
                            of policies attaching during the Agreement Period
                            (set forth hereinbefore) on business written and
                            classified as Private Passenger Automobile Physical
                            Damage (Collision and Other Than Collision).

                            The quota share percentage cession will apply to
                            each reinsured company and each line of business
                            reinsured hereunder.

                            Upon request of the Company and subject to the
                            Reinsurer's due diligence, the Reinsurer will
                            include Great American Insurance Company's
                            independent agency produced standard and preferred
                            business written and classified as Private Passenger
                            Automobile Physical Damage (Collision and Other Than
                            Collision) for the agreement period. It is agreed
                            that the Reinsurer's non-refundable margin in
                            respect of this portfolio shall equal 2.50% of
                            premium ceded; however, all other terms and
                            conditions set forth in this agreement shall be
                            subject to revision at the Reinsurer's sole
                            discretion.

COMPANY RETENTION           The Company shall retain net for its own account
AND SUBLIMITED              that portion of the Ultimate Net Loss not ceded to
LIABILITY OF                this Agreement, subject only to catastrophe
REINSURER:                  reinsurance.

                            Additionally, the Reinsurer shall only be liable for
                            its quota share interest in the first $1,000,000 of
                            Ultimate Net Loss arising from per occurrence
                            catastrophe losses subject to this Agreement,
                            subject to an aggregate limit under this Agreement
                            of $3,000,000.

TERRITORY:                  This Agreement shall apply where the Company's
                            policies apply.

REINSURANCE                 The Company shall pay to the  Reinsurer 90% of the
PREMIUM:                    Company's SNWPI during each calendar quarter this
                            Agreement is in effect.

                            Payment of premiums due hereunder by the Company to
                            the Reinsurer shall be effected as follows:

                            The Company shall pay to the Reinsurer a
                            non-refundable margin equaling 2.50% of the premium
                            ceded hereunder, subject to a minimum margin of $
                            6,800,000 which shall be payable upon execution of
                            this Agreement. In the event that 2.50% of the
                            premium ceded to this Agreement exceeds the minimum
                            margin of $ 6,800,000, then the Company shall, on
                            March 31, 2003, pay to the Reinsurer the difference
                            between those amounts plus interest calculated at
                            7.0% as from the inception date of this Agreement.


ARB No. T2-2002-5436
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<PAGE>

2002 Reinsurance Cover Note
American Premier Underwriters, Inc.
Automobile Physical Damage Quota Share
--------------------------------------

REINSURANCE                 The Company shall retain,  on a funds withheld
PREMIUM:                    basis, the remaining 97.50% of premiums ceded
Cont'd                      hereunder as provided for in the Funds Withheld
                            Account Article herein.

CEDING COMMISSION:          Provisional commission 33.70%. Adjusted quarterly in
                            accordance with the following sliding scale:

                            Commission Ratio     Sliding      Loss & ALAE Ratio
                            ----------------     -------      -----------------

                            Provisional 33.70%                 63.80%
                                                   1:1
                            Minimum     18.00%*                79.50%*

                            *It is specifically understood and agreed that this
                            adjustment will slide to actual acquisition expense
                            (defined as Commission & Brokerage, Taxes Licenses &
                            Fees, Other Acquisition, Field Supervision and
                            Collection Expenses but excluding General Expenses),
                            but for the purposes of calculations under this
                            Agreement actual acquisition expense shall be deemed
                            never to exceed 18.00%.

                            Deficit/credit carry forward not applicable.

                            Company to prepare underwriting year basis
                            calculations on a quarterly basis within 45 days
                            after the end of each quarter, with the first report
                            due on or before May 15, 2002. Calculations to
                            include IBNR as mutually agreed by the parties.

                            Should the ceding commission calculated in
                            accordance with the foregoing be less than the
                            provisional ceding commission, then the ceding
                            commission, including interest thereon, shall be
                            adjusted quarterly, with the first adjustment
                            effective at March 31, 2003. Quarterly interest
                            shall be calculated at the same interest rate as set
                            forth in the Funds Withheld Account Article. Each
                            calculation shall be on a cumulative basis as from
                            the inception date of this Agreement through the end
                            of the calendar quarter for which computation is
                            being made.

FUNDS WITHHELD              The Company shall maintain a Funds Withheld Account,
ACCOUNT:                    the balance of which shall be calculated as follows:

                            1.    97.50% of premiums ceded hereunder; less
                            2.    Ceding commissions due to the Company,
                                  including any adjustments thereto (as
                                  provided for in the "Ceding Commission"
                                  Article); less
                            3.    Ultimate Net Losses paid subject to this
                                  Agreement, plus
                            4.    Interest


ARB No. T2-2002-5436
DMW (11/15/01)
<PAGE>

2002 Reinsurance Cover Note
American Premier Underwriters, Inc.
Automobile Physical Damage Quota Share
--------------------------------------


FUNDS WITHHELD              Premium cessions shall be credited to the Funds
ACCOUNT:                    Withheld Account on a quarterly basis as of the last
Cont'd                      day of each calendar quarter.

                            Losses and the Provisional Ceding Commission shall
                            be debited from the Funds Withheld Account as of the
                            last day of each calendar quarter.

                            Adjustments to the Ceding Commission (as provided
                            for in the "Ceding Commission" Article) shall be
                            made as of the last day of each calendar quarter.

                            Interest shall be credited as of the last day of
                            each calendar quarter, based on the average
                            quarterly balance, when the average quarterly
                            balance results in a positive amount. Quarterly
                            interest calculations shall be on a compound basis
                            using a rate of 1.7059%.

                            The Company shall provide the Reinsurer with a
                            statement of the Funds Withheld Account Balance when
                            submitting other reports required under this
                            Agreement.

                            Quarterly calculation of the Funds Withheld Account
                            shall continue until the Agreement is finalized or
                            the Funds Withheld balance is exhausted.

PROFIT SHARING:             The Reinsurer shall maintain a notional Profit
                            Sharing Account for each agreement period, which
                            shall be calculated in accordance with the following
                            formula, it being understood that the Profit Sharing
                            Account Balance shall never be less than zero (0):

                            1.    Premiums earned for the agreement period; less
                            2.    Reinsurer's non-refundable margin; less
                            3.    Ceding commission allowed the Company on
                                  premiums  earned  for the  agreement period;
                                  less
                            4.    Loss and loss adjustment expense incurred for
                                  the agreement period; plus
                            5.    Interest for the agreement period calculated
                                  in accordance with the Funds Withheld Account
                                  provision.

                            Within ninety (90) days from the end of each
                            agreement period, and quarterly thereafter, Company
                            shall calculate and report to the Reinsurer the
                            Profit Sharing Account Balance until all losses
                            subject hereto have been finally settled. Each such
                            calculation shall be based on cumulative
                            transactions hereunder from the beginning of the
                            agreement period through the date of calculation.

ARB No. T2-2002-5436
DMW (11/15/01)
<PAGE>

2002 Reinsurance Cover Note
American Premier Underwriters, Inc.
Automobile Physical Damage Quota Share
--------------------------------------




PROFIT SHARING:             The Company may request that the Reinsurer release
Cont'd                      100% of the Profit Sharing Account Balance to the
                            Company at any time on or after March 31, 2003
                            provided  that the Profit Sharing Account Balance is
                            positive at the time of the request.

                            Such release of the Profit Sharing Account Balance
                            to the Company by the Reinsurer shall release both
                            the Company and the Reinsurer from any and all
                            future obligations and liabilities under this
                            Agreement whether such obligations and liabilities
                            were known by either party at the time of such
                            release of the Profit Sharing Account Balance.

REPORTS,                    Quarterly reports within 45 days after the end of
REMITTANCES, AND            each calendar quarter.
SETTLEMENTS:
                            Balances due the Reinsurer to accompany the
                            quarterly reports.

                            Balances due the Company to be remitted by the
                            Reinsurer promptly upon the Reinsurer's receipt of
                            the quarterly report. Loss payments due to the
                            Company shall first be debited from the Funds
                            Withheld Account balance. In the event that the
                            Funds Withheld Account is exhausted, loss payments
                            due to the Company shall then be made directly by
                            the Reinsurer to the Company.

WARRANTY:                   -     Warranted maximum value insured per vehicle
                                  $75,000 or so deemed.
                            -     Warranted that Company will advise the
                                  Reinsurer prospectively of any changes to
                                  its policies regarding the use of OEM parts
                                  in the repair of vehicles. Reinsurer has the
                                  option to terminate this Agreement on a
                                  cut-off basis as of the effective date of
                                  said change.

CHANGES IN                  A.    If at any time during the continuance of this
CONDITIONS:                       Agreement any of the following events occur
                                  with respect to the Company:

                                  1.    The financial strength rating
                                        assigned by AM Best ("Best's") for
                                        the following entities is reduced
                                        below the financial strength
                                        ratings outlined as follows, and /
                                        or the financial strength rating
                                        assigned by Standard and Poors
                                        ("S&P") for the following entities
                                        is reduced below the financial
                                        strength ratings outlined as
                                        follows:


ARB No. T2-2002-5436
DMW (11/15/01)
<PAGE>

2002 Reinsurance Cover Note
American Premier Underwriters, Inc.
Automobile Physical Damage Quota Share
--------------------------------------


CHANGES IN                        -     Great American Insurance Company Pool
CONDITIONS:                             Best's Rating: "A"
Cont' d
                                  -     Leader Insurance Company Pool Best's
                                        Rating: "B++"

                                  -     Infinity Insurance Company Pool
                                        Best's Rating: "B++"

                                  -     Windsor Insurance Company Pool Best's
                                        Rating: "B++"

                                  -     Atlanta Casualty Company Pool Best's
                                        Rating: "B++"

                                  -     Great American Insurance Company Pool
                                        S&P Rating: "A-"

                                  -     Leader Insurance Company Pool S&P
                                        Rating: "A-"

                                  -     Infinity Insurance Company Pool S&P
                                        Rating: "A-"

                                  -     Windsor Insurance Company Pool S&P
                                        Rating: "A-"

                                  -     Atlanta Casualty Company Pool S&P
                                        Rating: "A-"

                                 2.    The Company or its Parent undergoes a
                                       Change of Control. "Change of Control"
                                       shall mean (i) a merger of the Company or
                                       its Parent with another entity or
                                       entities unless the Company or its Parent
                                       is the surviving corporation following
                                       such a merger, (ii) the acquisition of
                                       voting control (directly or indirectly)
                                       of the Company or its Parent by another
                                       entity or entities, or (iii) the entry by
                                       the Company or its Parent into a legally
                                       binding agreement (or the entry by any
                                       other person or entities into an
                                       agreement that would be legally binding
                                       on or in respect of the Company or its
                                       Parent or all or substantially all of the
                                       Company's or its Parent's properties or
                                       assets), which agreement shall be deemed
                                       legally binding for purposes hereof
                                       nothwithstanding that it may be
                                       conditioned upon the occurrence of
                                       certain events, such as obtaining
                                       shareholder approval, which would result
                                       in a Change of Control under clauses (i)
                                       or (ii) of this definition in respect of
                                       the Company or its Parent;

                                 3.    The Company fails to achieve an effective
                                       rate increase for the Agreement Period of
                                       5.00%;

                                 the parties agree, with regard to Changes in
                                 Conditions described in A.1. and A.2. above,
                                 that the Reinsurer shall have the right to
                                 terminate, on a cut-off basis, this Agreement
                                 as of the effective date of the Changes in
                                 Conditions. In the event that the Reinsurer
                                 exercises its right to terminate this Agreement
                                 as provided for above, the Reinsurer, shall
                                 return to the Company the unearned portion of
                                 the Reinsurer's Margin subject to a maximum of
                                 $3,750,000.


ARB No. T2-2002-5436
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<PAGE>

2002 Reinsurance Cover Note
American Premier Underwriters, Inc.
Automobile Physical Damage Quota Share
--------------------------------------




CHANGES IN                       The parties further agree, with regard to
CONDITIONS:                      Changes in Conditions described in A.3. above,
Cont'd                           the minimum Commission Ratio shall be adjusted
                                 based upon the effective  rate change for
                                 underwriting year 2002 calculated as follows:


                                      (SIGMA)s(SIGMA)cWs,cRs,cTs,c

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

                                            (SIGMA)s(SIGMA)cWs,c

                                 Where:

                                 (SIGMA)s = sum over each state

                                 (SIGMA)c = sum over each company

                                 Ws,c = 2001 written premium for a given state
                                 and company

                                 Rs,c = 2002 filed rate change percentage

                                 Ts,c = 2002 filed rate change time remaining =
                                 (Days between 12/31/02 and effective
                                 date) / 365

                                 Resulting in the adjusted minimum Commission
                                 Ratio calculated as follows:

                                   1 - 2.50% - {(1 - 2.50% - 18.00%) x 1.05 /
                                   [1 + (lesser of 5.00% or Effective Rate
                                   Change)])

                                 B.    With regard to paragraph A.2. above, the
                                       Company agrees to give the Reinsurer
                                       written notice of any Change in Control
                                       within three (3) business days of the
                                       occurrence thereof (or, with respect to a
                                       Change of Control referred to in clause
                                       A.2. (iii) of the definition hereof,
                                       within three (3) business days after
                                       execution of any such agreement

FEDERAL EXCISE                   The parties acknowledge that there is no
TAX:                             Federal Excise Tax ("FET") due hereunder.
                                 Should FET become due, however, any such FET
                                 liability shall be payable by the Reinsurer;
                                 provided, however, that in the event that at
                                 any time during the Agreement Period or any
                                 runoff period thereafter any United States tax
                                 authority, including without limitation the
                                 Department of the Treasury or the Internal
                                 Revenue Service, shall initiate an
                                 investigation or audit of the Company with
                                 respect to this Agreement, the Company will
                                 immediately notify the Reinsurer of such
                                 investigation or audit and will authorize the
                                 Reinsurer or its designated representatives to
                                 participate, with the full cooperation of the
                                 Company, in any such investigation or audit.




ARB No. T2-2002-5436
DMW (11/15/01)
<PAGE>

2002 Reinsurance Cover Note
American Premier Underwriters, Inc.
Automobile Physical Damage Quota Share
--------------------------------------







EXCLUSIONS:             Subject to all exclusions set forth in the original
                        policies of insurance protected by this Agreement, and
                        as follows:

                        -     All lines and coverages of insurance not
                              classified as Private Passenger Auto Physical
                              Damage Insurance in the Company's statutory annual
                              statement
                        -     Reinsurance Assumed
                        -     Extra Contractual Obligations
                        -     Excess of Policy Limits Judgements
                        -     Declaratory Judgement Expenses
                        -     Recovery for Unallocated Loss Adjustment Expenses
                        -     Insolvency Funds
                        -     Pools and Associations
                        -     War
                        -     Nuclear
                        -     Absolute Terrorism Exclusion
                        -     Class Action Lawsuits
                        Other exclusions, if any, to be agreed.

WORDING:                To be mutually agreed.

GENERAL CONDITIONS      Definition of Ultimate Net Loss (Loss and ALAE only)
AND                     Definition of Occurrence
DEFINITIONS:            Definition of Subject Net Written Premium Income (SNWPI)
                        Definition of Loss & ALAE ratio
                        Other definitions, if any, to be agreed
                        Currency: all in U.S. Dollars
                        Access to Records
                        Errors and Omissions
                        Insolvency
                        Offset
                        Reserves and Taxes
                        Salvage and Subrogation
                        Collateralization of Schedule F: if required, costs to
                             be borne by the Company.
                        Service of Suit Clause
                        Intermediary: Am Re Brokers
                        Other conditions, if any, to be agreed.

INFORMATION:            Subject Net Written Premium Income (as defined) for the
                        period  January 1, to December 31, 2002, inclusive
                        estimated to be $336,341,754 (100% basis).



ARB No. T2-2002-5436
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<PAGE>

2002 Reinsurance Cover Note
American Premier Underwriters, Inc.
Automobile Physical Damage Quota Share
--------------------------------------


REINSURERS HEREON:                                   PARTICIPATION
------------------                                   -------------

Inter-Ocean Reinsurance (Ireland) Limited            100%
100% Dublin, Ireland

We have available evidence of assumption of risk by all reinsurers, including
authority given to agents by assuming companies.

We have inquired into and have available upon request the most recent Financial
Statement for reinsurers unauthorized in the State of New York.

AM-RE Brokers has complied with Section 32.1 (a), (b), (c), (e) and (f) and all
other provisions of Regulation 98 of the New York Insurance Department.

Please examine this document carefully and advise us immediately if any of the
details of the security used are not in accordance with your order or
requirements. Your signature below confirms your approval of this reinsurance
placement that we have made on your behalf.


                                                      Date:
-------------------------------------------------          ---------------------
AM-RE Brokers, Inc.

                                                      Date:
-------------------------------------------------          ---------------------
Approved: LEADER INSURANCE COMPANY POOL

                                                      Date:
-------------------------------------------------          ---------------------
Approved: INFINITY INSURANCE COMPANY POOL

                                                      Date:
-------------------------------------------------          ---------------------
Approved: WINDSOR INSURANCE COMPANY POOL

                                                      Date:
-------------------------------------------------          ---------------------
Approved: ATLANTA CASUALTY COMPANY POOL



ARB No. T2-2002-5436
DMW (11/15/01)
<PAGE>






                             SELECTED MEMBERS OF THE
                       AMERICAN PREMIER UNDERWRITERS, INC.



                           AUTOMOBILE PHYSICAL DAMAGE
                        QUOTA SHARE REINSURANCE AGREEMENT

                            EFFECTIVE: APRIL 1, 2001








<PAGE>



                                TABLE OF CONTENTS
                                -----------------

Article I - APPLICATION OF AGREEMENT...........................................1

Article II -COVER..............................................................2

Article III - TERRITORY........................................................2

Article IV - COMMENCEMENT AND TERMINATION......................................2

Article V - DEFINITIONS........................................................3

Article VI - EXCLUSIONS........................................................3

Article VII - LOSSES AND LOSS ADJUSTMENT EXPENSES..............................5

Article VIII - PREMIUM AND COMMISSION..........................................5

Article IX - FUNDS WITHHELD ACCOUNT............................................6

Article X - PROFIT SHARING.....................................................7

Article XI - REPORTS AND REMITTANCES...........................................8

Article XII - CURRENCY.........................................................8

Article XIII - ORIGINAL CONDITIONS.............................................8

Article XIV - TAXES (BRMA 50B).................................................9

Article XV - FEDERAL EXCISE TAX................................................9

Article XVI - COLLATERALIZATION................................................9

Article XVII - DELAYS, ERRORS AND OMISSIONS....................................9

Article XVIII -ACCESS TO RECORDS...............................................9

Article XIX - INSOLVENCY.......................................................9

Article XX - OFFSET...........................................................10

Article XXI - GOVERNING LAW...................................................10

Article XXII - AMENDMENTS AND ALTERATIONS.....................................10

Article XXIII - SERVICE OF SUIT (BRMA 49A)....................................10

Article XXIV - INTERMEDIARY (BRMA 23A)........................................11




<PAGE>


SIGNATURE PAGE..................................................................

NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - No. 1B............

NUCLEAR INCIDENT EXCLUSION CLAUSE...............................................

NUCLEAR INCIDENT EXCLUSION CLAUSE - REINSURANCE - No. 4.........................









































                                      -ii-
<PAGE>






                           AUTOMOBILE PHYSICAL DAMAGE
                        QUOTA SHARE REINSURANCE AGREEMENT
                                (the "Agreement")

                      Made and Entered Into By and Between

                THE LEADER INSURANCE COMPANY POOL, CONSISTING OF:
            TICO INSURANCE COMPANY, LEADER INSURANCE COMPANY, LEADER
        PREFERRED INSURANCE COMPANY, LEADER SPECIALTY INSURANCE COMPANY;

               THE INFINITY INSURANCE COMPANY POOL, CONSISTING OF:
          INFINITY INSURANCE COMPANY, INFINITY SELECT INSURANCE COMPANY
                      INFINITY NATIONAL INSURANCE COMPANY;

               THE WINDSOR INSURANCE COMPANY POOL, CONSISTING OF:
          WINDSOR INSURANCE COMPANY, REGAL INSURANCE COMPANY, AMERICAN
             DEPOSIT INSURANCE COMPANY, COVENTRY INSURANCE COMPANY;

                THE ATLANTA CASUALTY COMPANY POOL, CONSISTING OF:
          AMERICAN PREMIER INSURANCE COMPANY, ATLANTA RESERVE INSURANCE
    COMPANY, ATLANTA SPECIALTY INSURANCE COMPANY, ATLANTA CASUALTY INSURANCE
                                    COMPANY

             (hereinafter collectively referred to as the "Company")

                                       and

                    INTER-OCEAN REINSURANCE (IRELAND) LIMITED
                                 Dublin, Ireland
                 (hereinafter referred to as the "Reinsures").


WITNESSETH:

The Reinsurer hereby reinsures the Company to the extent and on the terms and
conditions and subject to the exceptions, exclusions and limitations hereinafter
set forth and nothing hereinafter shall in any manner create any obligations or
establish any rights against the Reinsurer in favor of any third parties or any
persons not parties to this Agreement.

ARTICLE I - APPLICATION OF AGREEMENT
------------------------------------

This Agreement applies to Private Passenger Automobile Physical Damage Policies
written or renewed during the Term of this Agreement. The term "Policies" as
used herein means each of the Company's binders, policies and contracts written
and classified by the Company as Private Passenger Automobile Physical Damage
insurance (including Collision and Other Than Collision).




<PAGE>

ARTICLE II -COVER
-----------------

A.       The Company shall cede to the Reinsurer and the Reinsurer shall accept
         a 90% quota share participation in the Company's Net Loss on Policies
         covered hereunder, subject to the terms, conditions and limitations of
         this Agreement.

B.       The Company will retain net for its own account, the remaining 10% of
         its Net Loss reinsured under this Agreement, subject only to
         catastrophe reinsurance.

C.       The Reinsurer shall not be liable for more than 90% of the first
         $1,000,000 of the Company's Net Loss arising from per occurrence
         catastrophe losses. The Reinsurer's aggregate liability under this
         Agreement for all catastrophe Net Loss shall not exceed 90% of
         $3,000,000.

D.       The Company warrants that the maximum value insured per vehicle shall
         not exceed $75,000, or so deemed. Additionally, the Company warrants
         that it will advise the Reinsurer prospectively of any changes to its
         policies regarding the use of Original Equipment Manufacturer parts in
         the repair of vehicles, it being understood and agreed that the
         Reinsurer shall have the option to terminate this Agreement on a
         cut-off basis as of the effective date of said change.

ARTICLE III - TERRITORY
-----------------------

The Reinsurer's liability shall be limited to losses occurring within the
territorial limits covered by the original Policies reinsured hereunder.

ARTICLE IV - COMMENCEMENT AND TERMINATION
-----------------------------------------

A.       The Term of this Agreement shall be from 12:01 A.M., Eastern Standard
         Time, April 1, 2001 through Midnight, Eastern Standard Time, December
         31, 2001, both days inclusive. The liability of the Reinsurer hereunder
         shall attach as respects Policies written or renewed during the Term
         hereof and shall continue in full force and effect until the expiry of
         this Agreement, upon which the provisions of the following paragraphs
         shall apply.

B.       Upon expiration, the Reinsurer shall have no liability for losses
         occurring on Policies attaching subsequent to the date of expiration.
         However, the Reinsurer shall remain liable for losses occurring on all
         Policies in force at the date of expiration until the natural
         expiration or prior cancellation of such Policies, whichever occurs
         first, not to exceed twelve months in all.

C.       The Company shall have the option to relieve the Reinsurer of all
         liability for losses occurring subsequent to the date of expiration. In
         such event, the Reinsurer shall return to the Company the unearned
         premium less the previously allowed ceding commission on all Policies
         inforce as of the date of expiration of this Agreement.






                                      -2-
<PAGE>

D.       Notwithstanding the expiration of this Agreement as provided above, the
         provisions of this Agreement shall continue to apply to all unfinished
         business hereunder to the end that all obligations and liabilities
         incurred by each party hereunder prior to such expiration shall be
         fully performed and discharged.

ARTICLE V - DEFINITIONS
-----------------------

A.       The term "Net Loss" shall mean all sums paid by the Company in
         settlement of losses for which it is liable under the policies
         reinsured hereunder, and shall include any Loss Adjustment Expenses, as
         hereinafter defined, after making proper deductions for all salvages
         and recoveries. The Reinsurer's liability hereunder shall not be
         increased by reason of the inability of the Company to collect from any
         other Reinsurer or Insurer, for any reason, any amount that may be due
         from such Reinsurer or Insurer.

B.       Except as specifically provided for or excluded under this Article, the
         term "Loss Adjustment Expenses" shall mean all expenses which have been
         paid by the Company in the investigation, adjustment, settlement or
         defense of specific claims covered under original policies of the
         Company reinsured hereunder, (also including salaries and expenses of
         salaried adjusters associated therewith), but not including office
         expenses of the Company, salaries and expenses of its officials and
         employees, or any other administrative or overhead expenses.

C.       In the event of the insolvency of the Company, "Net Loss" shall mean
         that amount which the Company has incurred or for which it is liable,
         and payment by the Reinsurer shall be made to the liquidator, receiver
         or statutory successor of the Company in accordance with the provisions
         of ARTICLE XIX - INSOLVENCY.

D.       The Reinsurer shall be paid or credited with its proportion of salvages
         or recoveries (i.e. reimbursements made or obtained by the Company)
         less the cost involved in obtaining such salvage or recovery, excluding
         the office expenses of the Company and the salaries and expenses of all
         employees of the Company.

E.       The Company has the right to carry catastrophe excess of loss
         reinsurance on that portion of its Net Loss which it retains net for
         its own account and any recoveries thereunder shall inure solely to the
         benefit of the Company.

F.       The term "Subject Net Premiums Written" as used herein means gross
         premiums and additional premiums on business covered hereunder less
         return premiums.

G.       The term "occurrence" as used herein means each occurrence, disaster or
         casualty or series of occurrences, disasters or casualties arising out
         of one event.

ARTICLE VI - EXCLUSIONS
-----------------------

This Agreement does not apply to and specifically excludes:







                                      -3-
<PAGE>

1.       All risks, lines or classes of business, perils and exposures
         specifically excluded under the Policies reinsured hereunder.

2.       All lines and coverages of insurance not classified as Private
         Passenger Auto Physical Damage Insurance in the Company's statutory
         annual statement.

3.       Reinsurance Assumed, except reinsurance of the Great Texas County
         Mutual and reinsurance of subject business, as outlined in ARTICLE I -
         APPLICATION OF AGREEMENT, underwritten by carriers affiliated with the
         Company by and on behalf of the Company.

4.       All liability beyond circumscribed policy provisions, including but not
         limited to extra contractual obligations, excess of policy limits
         judgements, punitive, exemplary or consequential damages or
         compensatory damages, any expenses related thereto, resulting from a
         claim of an insured or assignee against the Company.

5.       Declaratory Judgment Expenses. "Declaratory Judgment Expenses" as used
         in this Agreement shall mean legal expenses paid by the Company in the
         investigation, analysis, evaluation, resolution or litigation of
         coverage issues by the Company, under policies reinsured hereunder for
         a specific loss tendered under such policies. Declaratory Judgment
         Expenses shall not include any expenses deriving from coverage issues
         raised between the Company and any Reinsurer.

6.       Recovery for Unallocated Loss Adjustment Expenses.

7.       Business derived from any Pool, Association, Syndicate, Exchange, Plan,
         Fund or other facility directly as a member, subscriber or participant,
         or indirectly by way of reinsurance or assessments.

8.       Liability of the Company arising from its participation or membership,
         whether voluntary or involuntary, in any insolvency fund, including any
         guarantee fund, association, pool, plan or other facility which
         provides for the assessment of, payment by, or assumption by the
         Company of a part or the whole of any claim, debt, charge, fee or other
         obligations of an insurer, or its successors or assigns, which has been
         declared insolvent by any authority having jurisdiction.

9.       Liability excluded by the provisions of the following clauses attached
         hereto. The word "Reassured" used therein means "Company."

           Nuclear Incident Exclusion Clause Liability - Reinsurance - No. 1 B
           Nuclear Incident Exclusion Clauses - Physical Damage - Reinsurance
           - No. 2
           Nuclear Incident Exclusion Clause - Reinsurance - No. 4





                                      -4-
<PAGE>

10.      War risk, bombardment, invasion, insurrection, rebellion, revolution,
         military or usurped power, or confiscation by order of any government
         or public authority, as excluded under a standard policy containing a
         standard war exclusion clause.

ARTICLE VII - LOSSES AND LOSS ADJUSTMENT EXPENSES
-------------------------------------------------

A.       The Reinsurer, in proportion to its participation, shall pay to the
         Company a pro rata share of sums actually paid by the Company in
         settlement of losses under its policies, provided, however, that in the
         event of the insolvency of the Company payment of loss for which the
         Company is liable shall be made by the Reinsurer to the liquidator,
         receiver or statutory successor of the Company in accordance with the
         provisions of ARTICLE XIX - INSOLVENCY of this Agreement.

B.       The Reinsurer shall bear its pro rata share of all Loss Adjustment
         Expenses in accordance with ARTICLE V - DEFINITIONS, Paragraph B.

ARTICLE VIII - PREMIUM AND COMMISSION
-------------------------------------

A.       The Company shall pay to the Reinsurer 90% of the Company's Subject Net
         Premiums Written, less a ceding commission as hereinafter described,
         during each calendar quarter this Agreement is in effect. The Reinsurer
         shall refund to the Company its pro rata share of each return premium,
         less applicable ceding commission.

B.       Payment of premiums due hereunder shall be effected as follows:

         1.       Upon execution of this Agreement, the Company shall pay to the
                  Reinsurer a nonrefundable margin equaling 2.25% of the premium
                  ceded hereunder, subject to a minimum margin of $5,000,000. In
                  the event that 2.25% of the premium ceded to this Agreement
                  exceeds the minimum margin of $5,000,000, the Company shall,
                  on March 31, 2002, pay to the Reinsurer the difference between
                  those amounts plus interest calculated at 7.0% as from the
                  effective date of this Agreement.

         2.       The Company shall retain, on a funds withheld basis, the
                  remaining 97.75% of premiums ceded hereunder as provided for
                  in ARTICLE IX - FUNDS WITHHELD ACCOUNT.

C.       The Reinsurer shall make a provisional commission allowance of 28.05%
         to the Company on the premiums ceded under this Agreement. The Company
         shall debit the Reinsurer with the provisional commission allowance in
         the quarterly accounts, but said provisional commission shall be
         subject to adjustment as provided hereinafter. On all return premiums
         the Company shall return to the Reinsurer the provisional commission
         allowance of 28.05%.

D.       The commission allowance shall be in accordance with the following plan
         and shall be computed on premiums earned under this Agreement:






                                      -5-
<PAGE>
                                                        Ratio of losses incurred
                  Commission Ratio        Sliding       To premiums earned
                  ----------------        -------       ------------------

                   Provisional: 28.05 %                         69.70 %
                                            1:1
                   Minimum: 18.00 %*                            79.75 %*

         *It is specifically understood and agreed that this adjustment will
         slide to actual acquisition expense (defined as commission and
         brokerage, taxes, licenses and fees, other acquisition, field
         supervision and collection expenses but excluding general expenses),
         but for the purposes of calculations under this Agreement, actual
         acquisition expense shall be deemed never to exceed 18.00 %.

E.       The word "period" means the actual time covered by each adjustment of
         commission.

F.       The term "losses incurred" means losses and loss adjustment expenses
         paid less salvages recovered during the current period for which
         computation is being made plus the reserve for losses outstanding at
         the end of the current period (including incurred but not reported
         reserves, as mutually agreed by the parties hereto) less losses
         outstanding at the end of the preceding period.

G.       The term "premiums earned" means the total of the net premiums ceded
         during the current period for which computation is being made plus the
         unearned premiums at the beginning of the current period as reported in
         the commission adjustment calculation for the preceding period less the
         unearned premium at the close of the current period. Unearned premiums
         shall be calculated on a daily basis.

H.       The calculation of the adjustment to the commission shall be made
         within 45 days after the close of the period. The first calculation
         shall be made as of August 15, 2001 for the period from April 1, 2001
         through June 30, 2001, and thereafter calculations shall be made
         quarterly.

I.       If the ceding commission calculated in accordance with the foregoing
         should be less than the provisional ceding commission, then the ceding
         commission, including interest thereon, shall be adjusted quarterly,
         with the first adjustment effective at March 31, 2002. Quarterly
         interest shall be calculated at the same interest rate as set forth in
         ARTICLE IX - FUNDS WITHHELD ACCOUNT. Each calculation shall be on a
         cumulative basis as from the effective date of this Agreement through
         the end of the calendar quarter for which computation is being made.

ARTICLE IX - FUNDS WITHHELD ACCOUNT
-----------------------------------

A.       The Company shall maintain a Funds Withheld Account, which shall be
         calculated in accordance with the following formula, it being
         understood that the Funds Withheld Account Balance shall never be less
         than zero (0):





                                      -6-
<PAGE>

          1.)     97.75 % of premiums ceded hereunder; less
          2.)     Ceding commissions due to the Company, including any
                  adjustments thereto (as provided for in the "Ceding
                  Commission" Article); less
          3.)     Losses and allocated loss adjustment expenses paid subject to
                  this Agreement, plus
          4.)     Interest.

B.       Premium cessions shall be credited to the Funds Withheld Account on a
         quarterly basis as of the last day of each calendar quarter.

C.       Losses and the Provisional Ceding Commission shall be debited from the
         Funds Withheld Account as of the last day of each calendar quarter.

D.       Adjustments to the Ceding Commission (as provided for in the "Ceding
         Commission" Article) shall be made as of the last day of each calendar
         quarter.

E.       Interest shall be credited as of the last day of each calendar quarter,
         based on the average quarterly balance, when the average quarterly
         balance results in a positive amount. Quarterly interest calculations
         shall be on a compound basis using a rate of 1.7059%.

F.       The Company shall provide the Reinsurer with a statement of the Funds
         Withheld Account Balance when submitting other reports required under
         this Agreement.

G.       Quarterly calculation of the Funds Withheld Account shall continue
         until the Agreement is commuted (as provided for in paragraph D. of the
         "Profit Sharing" Article) or the Funds Withheld balance is exhausted.
         In the event of a commutation, the positive Funds Withheld balance
         shall be released to the Company.

ARTICLE X - PROFIT SHARING
--------------------------

A.       The Reinsurer shall maintain a notional Profit Sharing Account for the
         Term of this Agreement, which shall be calculated in accordance with
         the following formula, it being understood that the Profit Sharing
         Account Balance shall never be less than zero (0):

         1.       Premiums earned during the Term; less

         2.       Reinsurer's non-refundable margin; less

         3.       Ceding commission allowed the Company on premiums earned for
                  the Term; less

         4.       Loss and loss adjustment expense incurred for the Term; plus

         5.       Interest for the Term calculated in accordance with the Funds
                  Withheld Account provision.






                                      -7-
<PAGE>

B.       Within ninety (90) days from the end of the Term, and quarterly
         thereafter, Company shall calculate and report to the Reinsurer the
         Profit Sharing Account Balance until all losses subject hereto have
         been finally settled. Each such calculation shall be based on
         cumulative transactions hereunder from the beginning of the Term
         through the date of calculation.

C.       The Company may request that the Reinsurer release 100% of the Profit
         Sharing Account Balance to the Company at any time on or after March
         31, 2002 provided that the Profit Sharing Account Balance is positive
         at the time of the request.

D.       Such release of the Profit Sharing Account Balance to the Company by
         the Reinsurer shall result in a commutation of this Agreement and shall
         release both the Company and the Reinsurer from any and all future
         obligations and liabilities under this Agreement whether such
         obligations and liabilities were known by either party at the time of
         such release of the Profit Sharing Account Balance.

ARTICLE XI - REPORTS AND REMITTANCES
------------------------------------

A.       The Company will provide the Reinsurer with all necessary data
         respecting premiums and losses, including reserves thereon, as at dates
         and on forms mutually acceptable to the Company and the Reinsurer.

B.       Within 45 days after the end of each calendar quarter during the Term
         hereof, and quarterly thereafter until all subject premiums have been
         collected and all losses have been settled, the Company shall render
         its reports to the Reinsurer. Such reports shall include details of the
         Funds Withheld Account calculation and Profit Sharing Account Balance,
         as applicable.

C.       Promptly upon the Reinsurer's receipt of the Company's quarterly
         report, the Reinsurer shall remit any balances due to the Company. Loss
         payments due to the Company shall first be debited from the Funds
         Withheld Account balance. In the event that the Funds Withheld Account
         is exhausted, loss payments due to the Company shall then be made
         directly by the Reinsurer to the Company.

ARTICLE XII - CURRENCY
----------------------

Whenever the word "Dollars" or the "$" sign appears in this Agreement, they
shall be construed to mean United States Dollars and all transactions under this
Agreement shall be in United States Dollars.

ARTICLE XIII       - ORIGINAL CONDITIONS
----------------------------------------

All amounts ceded hereunder shall be subject to the same gross rates and to the
same conditions and pre-loss modifications of the Company's Policies and the
Reinsurer shall pay losses as may be paid thereon and shall follow the
settlements of the Company, subject always to the terms and







                                      -8-
<PAGE>

conditions of the Company's original Policies reinsured hereunder and the
limits, terms and conditions of this Agreement.

ARTICLE XIV - TAXES (BRMA 50B)
------------------------------

In consideration of the terms under which this Agreement is issued, the Company
will not claim a deduction in respect of the premium hereon when making tax
returns, other than income or profits tax returns, to any state or territory of
the United States of America or the District of Columbia.

ARTICLE XV - FEDERAL EXCISE TAX
-------------------------------

The parties acknowledge that there is no Federal Excise Tax ("FET") due
hereunder. Should FET become due, however, any such FET liability shall be
payable by the Reinsurer; provided, however, that in the event that at any time
during the Agreement Period or any runoff period thereafter any United States
tax authority, including without limitation the Department of the Treasury or
the Internal Revenue Service, shall initiate an investigation or audit of the
Company with respect to this Agreement, the Company will immediately notify the
Reinsurer of such investigation or audit and will authorize the Reinsurer or its
designated representatives to participate, with the full cooperation of the
Company, in any such investigation or audit.

ARTICLE XVI - COLLATERALIZATION
-------------------------------

To the extent the Company requires the Reinsurer to provide Collateral in order
to fulfill U.S. statutory loss reserve securitization requirements, the Company
shall pay any costs associated with the procurement and maintenance of such
Collateral

ARTICLE XVII - DELAYS, ERRORS AND OMISSIONS
-------------------------------------------

Any inadvertent delays, omissions or errors shall not be held to relieve either
party hereto from any liability which would attach to it hereunder if such
delay, omission or error had not been made, provided such delay, omission or
error is rectified upon discovery.

ARTICLE XVIII -ACCESS TO RECORDS
--------------------------------

Upon reasonable notice being given to the Company, the Reinsurer or its
designated representatives shall have free access, at any reasonable time during
the Term of this Agreement and subsequent to its termination, to all records of
the Company which pertain in any way to this Agreement.

ARTICLE XIX - INSOLVENCY
------------------------

In the event of the insolvency of the Company and the appointment of a
conservator, liquidator or statutory successor, the reinsurance provided by this
Agreement shall be payable by the Reinsurer directly to the Company or to its
liquidator, receiver or statutory successor on the basis of the liability of the
Company under the contract or contracts reinsured. Subject to the right of

                                      -9-
<PAGE>




offset and the verification of coverage, the Reinsurer shall pay its share of
the loss without diminution because of the insolvency of the Company. The
liquidator, receiver or statutory successor of the Company shall give written
notice of the pendency of each claim against the Company on a policy or bond
reinsured within a reasonable time after such claim is filed in the insolvency
proceeding. During the pendency of such claim, the Reinsurer may, at its own
expense, investigate such claim and interpose in the proceeding where such claim
is to be adjudicated any defense or defenses which it may deem available to the
Company, its liquidator or receiver or statutory successor. Subject to court
approval, any expense thus incurred by the Reinsurer shall be chargeable against
the Company as part of the expense of liquidation to the extent of such
proportionate share of the benefit as shall accrue to the Company solely as a
result of the defense undertaken by the Reinsurer. The reinsurance shall be
payable as set forth above except where (i) the Agreement specifies another
payee of such reinsurance in the event of the insolvency of the Company and (ii)
the Reinsurer with the consent of the direct insureds has assumed such policy
obligations of the Company as its direct obligations to the payees under such
policies, in substitution for the obligations of the' Company to such payees; or
where the Reinsurer has guaranteed performance of a contract insuring against
physical damage to property for the benefit of mortgagees or other loss payees
named in this Agreement in accordance with Section 1114(c) of the New York
Insurance Law.

ARTICLE XX - OFFSET
-------------------

The Company and the Reinsurer may offset any balance or amount due from one
party to the other under this Agreement. In the event of the insolvency of a
party hereto, offsets shall only be allowed in accordance with the laws of the
insolvent party's domicile.

ARTICLE XXI - GOVERNING LAW
---------------------------

This Agreement shall be governed as to performance, administration and
interpretation by the laws of the state of New York, U.S.A., exclusive of its
rules with respect to conflicts of law, except as to rules with respect to
credit for reinsurance in which case the rules of all applicable states shall
apply.

ARTICLE XXII - AMENDMENTS AND ALTERATIONS
-----------------------------------------

This Agreement may be changed, altered and amended as the parties may agree,
provided such change, alteration and amendment is evidenced in writing or by
Addendum to this Agreement, executed by the Company and the Reinsurer.

ARTICLE XXIII - SERVICE OF SUIT (BRMA 49A)
------------------------------------------

(This Article only applies to reinsurers domiciled outside of the United States
and/or unauthorized in any state, territory, or district of the United States
having jurisdiction over the Company).

A.       It is agreed that in the event of the failure of the Reinsurer hereon
         to pay any amount claimed to be due hereunder, the Reinsurer hereon, at
         the request of the Company, will






                                      -10-
<PAGE>

         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. It is further
         agreed that service of process in such suit may be made upon Messrs.
         Mendes & Mount, 750 7th Avenue, New York, New York 10019, U.S.A., and
         that in any suit instituted, the Reinsurer will abide by the final
         decision of such court or of any appellate court in the event of an
         appeal.

B.       The above-named are authorized and directed to accept service of
         process on behalf of the Reinsurer in any such suit and/or upon the
         request of the Company to give a written undertaking to the Company
         that they will enter a general appearance upon the Reinsurer's behalf
         in the event such a suit shall be instituted.

C.       Further, pursuant to any statute of any state, territory or district of
         the United States which makes provision therefore, the Reinsurer hereon
         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 Agreement of reinsurance, 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.

ARTICLE XXIV - INTERMEDIARY (BRMA 23A)
--------------------------------------

AM-RE Brokers, Inc. is hereby recognized as the Intermediary negotiating this
Agreement for all business hereunder. All communications (including but not
limited to notices, statements, premium, return premium, commissions, taxes,
losses, loss adjustment expense, salvages and loss settlements) relating thereto
shall be transmitted to the Company or the Reinsurer through AM-RE Brokers,
Inc., 685 College Road East, Princeton, New Jersey 08543-5212. Payments by the
Company to the Intermediary shall be deemed to constitute payment to the
Reinsurer. Payments by the Reinsurer to the Intermediary shall be deemed to
constitute payment to the Company only to the extent that such payments are
actually received by the Company.

                                    * * * * *











                                      -11-
<PAGE>






SIGNATURE PAGE
--------------

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
in triplicate by their duly authorized representatives.

LEADER INSURANCE COMPANY POOL


By:           Keith A. Jensen
              ---------------------------------------------------------
Title:        Director
              ---------------------------------------------------------
Date:         12/10/01
              ---------------------------------------------------------

Attested:     Karen Holley Horrell
              ---------------------------------------------------------


INFINITY INSURANCE COMPANY POOL


By:           Keith A. Jensen
              ---------------------------------------------------------
Title:        Director
              ---------------------------------------------------------
Date:         12/10/01
              ---------------------------------------------------------

Attested:     Karen Holley Horrell
              ---------------------------------------------------------


WINDSOR INSURANCE COMPANY POOL

By:           Keith A. Jensen
              ---------------------------------------------------------
Title:        Director
              ---------------------------------------------------------
Date:         12/10/01
              ---------------------------------------------------------

Attested:     Karen Holley Horrell
              ---------------------------------------------------------


ATLANTA CASUALTY COMPANY POOL

By:           Keith A. Jensen
              ---------------------------------------------------------
Title:        Director
              ---------------------------------------------------------
Date:         12/10/01
              ---------------------------------------------------------

Attested:     Karen Holley Horrell
              ---------------------------------------------------------











                                      -12-
<PAGE>

INTER-OCEAN REINSURANCE (IRELAND) LIMITED

By: Anne Finn
   --------------------------------------------------------------------
Title: President
      -----------------------------------------------------------------
Date: 12/20/2001
     ------------------------------------------------------------------

Attested:
         --------------------------------------------------------------






























                                      -13-
<PAGE>



      NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - NO. 1B

         (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
reinsurer 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 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 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

                  (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.








                                      -14-
<PAGE>

         (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, {Injury, sickness, disease,
                                                 death or destruction
to                                               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 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
        {{ Immediate medical or surgical relief, to expenses incurred with
respect to First aid,
             Bodily injury, sickness, disease or death resulting from the
   hazardous to properties of bodily injury
   nuclear material and arising out of the operation of nuclear facility by any
   person or organization.

         III.     Under any Liability Coverage, {  Injury, sickness, disease,
                                                   death or destruction
to                                                 bodily injury or property
                                                   damage





                                      -15-
<PAGE>

         resulting from the hazardous properties of nuclear material, if

                  (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 MATERIALS" means source material, special
                  nuclear material or byproduct material; "SOURCE MATERIAL ,"
                  "SPECIAL NUCLEAR MATERIAL," "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 within the definition of nuclear
                  facility under paragraph (a) or (b) thereof; "NUCLEAR
                  FACILITY" means

                  (a)      any nuclear reactor,

                  (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






                                      -16-
<PAGE>

                           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 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.

















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<PAGE>




                       NUCLEAR INCIDENT EXCLUSION CLAUSE--
                       PHYSICAL DAMAGE--REINSURANCE--NO. 2

         (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

         Ill.     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

                  (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 subparagraph (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.





                                      -18-
<PAGE>

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

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

         (7) Reassured to be sole judge of what constitutes:

                  (a) substantial quantities, and

                  (b) the extent of installation, plant or site.

Note. Without in any way restricting the operation of paragraph (1) hereof, it
is understood and agreed that:

         (a) all policies issued by the Reassured on or before 31st December
         1957 shall be free from the application of the other provisions of this
         Clause until expiry date or 31st December 1960 whichever first occurs
         whereupon all the provisions of this Clause shall apply,

         (b) With respect to any risk located in Canada policies issued by the
         Reassured on or before 31st December 1958 shall be free form 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.




















                                      -19-
<PAGE>




             NUCLEAR INCIDENT EXCLUSION CLAUSE - REINSURANCE - NO. 4

(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 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 operations of Nuclear Incident Exclusion
Clause No. 1B - Liability, No. 2 - Physical Damage, No. 3 - Boiler and Machinery
and paragraph (1) of this clause, it is understood and agreed that for all
purposes as respects the reinsurance assumed by the Reinsurer from the
Reassured, all original insurance policies or contracts of the Reassured (new,
renewal and replacement) shall be deemed to include the applicable existing
Nuclear Clause and/or Nuclear Exclusion Clause(s) in effect at the time and any
subsequent revisions thereto as agreed upon and approved by the Insurance
Industry and/or a qualified Advisory or Rating Bureau.




























                                      -20-