Exhibit 10.32

                    COMMUTATION AND MUTUAL RELEASE AGREEMENT

This COMMUTATION AND MUTUAL RELEASE AGREEMENT (the "AGREEMENT") made as of and
dated the 21st day of November, 2005 by and among HOUSTON CASUALTY COMPANY, U.S.
SPECIALTY INSURANCE COMPANY, HCC SPECIALTY INSURANCE COMPANY, HCC REINSURANCE
COMPANY LIMITED AND HOUSTON CASUALTY COMPANY EUROPE SEGUROS Y REASEGUROS S.A.
(individually, a "REASSURED" and collectively, the "REASSUREDS") and QUANTA
REINSURANCE LIMITED (the "REINSURER") (The Reassureds and the Reinsurer are
collectively herein referred to as "PARTIES").

WHEREAS, the Parties have entered into certain reinsurance agreements as listed
below whereby the Reinsurer agreed to reinsure the Reassureds pursuant to the
terms and subject to the conditions of the reinsurance agreements:

     Obligatory Quota Share Reinsurance Agreement Reference No: 044073-Section
     A, effective for the treaty period January 1, 2004 to January 1, 2005
     attached hereto as Exhibit A;

     USA D&O Liability Obligatory Quota Share Reinsurance Agreement Reference
     No: 044073-Section B, effective for the treaty period January 1, 2004 to
     January 1, 2005 attached hereto as Exhibit B;

     Obligatory Quota Share Reinsurance Agreement Reference No: 044093 effective
     for the treaty period October 1, 2004 to January 1, 2005 attached hereto as
     Exhibit C; and

     Obligatory Quota Share Reinsurance Agreement Reference No: 054073 effective
     for the treaty period January 1, 2005 to January 1, 2006 attached hereto as
     Exhibit D

The above listed reinsurance agreements are jointly referred to as the
"Reinsurance Agreements"; and

WHEREAS, the Parties desire to terminate the Reinsurance Agreements and fully
and finally settle and commute, by means of the payment referred to in Article 1
hereof (the "Commutation Payments"), any and all past, present and/or future
rights, privileges, duties, obligations and liabilities under the Reinsurance
Agreements, to fully and forever release and discharge one another with respect
to the Reinsurance Agreements, and to enter into mutual releases thereto on the
terms set forth in this Agreement; and

WHEREAS, this Agreement is the result of a compromise freely entered into by the
Parties (following advice from their professional advisors) for their mutual
benefit, releasing them from their respective obligations under the Reinsurance
Agreements as set forth in this Agreement; and

WHEREAS, this Agreement shall apply only to the Reassureds and the Reinsurer
executing this Agreement and as their interests in the Reinsurance Agreements
are specified thereon.

NOW, THEREFORE, intending to be legally bound, in consideration of the
covenants, promises, agreements, assumptions, releases, representations and
warranties set forth herein and the payments to be made hereunder and other good
and valuable consideration recited as set forth herein, the Parties agree as
follows:

ARTICLE 1. PAYMENT & TERMINATION OF COLLATERAL

A.   The Reinsurer shall pay to the Reassureds commutation payments as
     calculated on Schedule 1 hereto in the amounts and in the currencies listed
     below (the "Commutation Payments") for 100% of the liabilities of Reinsurer
     under the Reinsurance Agreements by wire transfer to the accounts detailed
     below in Article 1B in full without set off or counterclaim and clear of
     any deductions not later than Monday, November 28, 2005:



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       CONTRACT                 USD               GBP               EUR              CAD
       --------          ----------------   ---------------   ---------------   ------------

US 044073-Section B      USD11,946,758.26         -0-               -0-              -0-
US 054073-Section A      USD 3,363,879.02         -0-               -0-              -0-
Int'l 044073-Section A   USD 2,309,738.23   GBP  680,764.43   EUR1,259,140.91   CAD37,840.69
Int'l 054073-Section B   USD   469,102.23   GBP1,543,486.89   EUR  522,150.46        -0-
Int'l 044073             USD 2,454,295.02   GBP  794,008.28   EUR1,120,629.03   CAD56,761.03
                         ----------------   ---------------   ---------------   ------------
Total                    USD20,543,772.76   GBP3,018,259.60   EUR2,901,920.40   CAD94,601.72
                         ----------------   ---------------   ---------------   ------------


B.   Payments in USD and CAD to be wired to:
     Wells Fargo Bank
     Account Number: 4159-734433
     ABA Number: 121000248
     For Benefit of: HCC Insurance Holdings, Inc.
     Payments in GBP to be wired to:
     Natwest Bank
     Account Number: 36298131
     Swift code: NWBKGB2L
     Sort code: 60-00-01
     For Benefit of: HCC Insurance Holdings, Inc
     Payments in EUR to be wired to:
     Natwest Bank
     Account Number: 42023106
     Swift code: NWBKGB2L
     Sort code: 60-00-01
     For Benefit of: HCC insurance Holdings, Inc.

C.   The Reassureds shall accept the Commutation Payments set forth in Article
     1A herein, which each party agrees shall serve as full and final settlement
     of any and all amounts claimed heretofore or hereinafter to be due by
     either party to the other party, arising under, in respect of or in any way
     related to the Reinsurance Agreements.

D.   Upon receipt of the Commutation Payments, the Reassureds will release the
     amount equal under each of the Letters of Credit as Scheduled below:

                                        LOC BALANCE    AMOUNT TO     AMOUNT TO
BENEFICIARY      BANK      LOC NUMBER    @ 11/18/05   BE RETAINED   BE RELEASED
-----------   ---------   -----------   -----------   -----------   -----------
     HC       JP Morgan   U-612395       6,592,609     4,030,697     2,561,912
     HC       JP Morgan   U-612397       1,171,253        -0-        1,171,253
     HC       JP Morgan   U-619969       7,057,077        -0-        7,057,077
     HC       JP Morgan   U-249982       1,111,895        -0-        1,111,895
     HC       JP Morgan   TUTS-644937    2,009,003        -0-        2,009,003
     HC       JP Morgan   TUTS-644934      331,800        -0-          331,800
   USSIC      JP Morgan   U-612396         706,610        -0-          706,610
   USSIC      JP Morgan   U-619970       3,159,612        -0-        3,159,612
   USSIC      JP Morgan   U-250140       2,884,181     1,000,000     1,884,181

     The Reinsurer and Reassureds agree that the amounts to be retained
     reflected in the Schedule above shall remain outstanding under letters of
     credit as security for agreements of reinsurance between the Parties other
     than the Reinsurance Agreements that are the subject of this Commutation
     and Mutual Release Agreement.


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ARTICLE 2. MUTUAL RELEASE

A.   Simultaneous with payment of the Commutation Payments by the Reinsurer to
     the Reassureds and the release of amounts under the Letters of Credit by
     the Reassureds to the Reinsurer, the Reinsurer on behalf of itself and its
     predecessors, successors, assigns, and their past, present and future
     officers, directors, shareholders, employees, agents, receivers, trustees,
     attorneys, and legal representatives hereby releases, acquits, and forever
     discharges the Reassureds, its predecessors, successors, assigns, and their
     past, present, and future officers, directors, shareholders, employees,
     agents, receivers, trustees, attorneys, and legal representatives from any
     and all claims, debts, demands, causes of action, liabilities, obligations,
     costs, disbursements, fees, attorneys' fees, expenses, damages, and
     injuries of every kind, nature, and description based on, relating to, or
     arising out of the Reinsurance Agreements and any applicable letters of
     credit, trust, or other collateral, including, but not limited to, any
     common-law or statutory claims for fraud and misrepresentation, or
     statutory RICO claims, whether or not now known, suspected, reported, or
     claimed, whether fixed or contingent, and whether currently existing or
     arising in the future.

B.   Simultaneous with payment of the Commutation Payments by the Reinsurer to
     the Reassureds and the release of amounts under the Letters of Credit by
     the Reassureds to the Reinsurer, the Reassureds on behalf of themselves and
     their predecessors, successors, assigns, and their past, present, and
     future officers, directors, shareholders, employees, agents, receivers,
     trustees, attorneys, and legal representatives, hereby releases, acquits,
     and forever discharges the Reinsurer, its predecessors, successors,
     assigns, and their past, present, and future officers, directors,
     shareholders, employees, agents, receivers, trustees, attorneys, and legal
     representatives, from any and all claims, debts, demands, causes of action,
     liabilities, obligations, costs, disbursements, fees, attorneys' fees,
     expenses, damages, and injuries of every kind, nature, and description
     based on, relating to, or arising out of the Reinsurance Agreements and any
     applicable letters of credit, trust, or other collateral, including, but
     not limited to, any common-law or statutory claims for fraud and
     misrepresentation, or statutory RICO claims, whether or not now known,
     suspected, reported, or claimed, whether fixed or contingent and whether
     currently existing or arising in the future.

C.   The Parties releasing claims under this Agreement expressly assume the risk
     that acts, omissions, matters, causes or things may have occurred which are
     not known or are not suspected to exist by one or more of them. The Parties
     to the fullest extent permitted by law hereby waive the terms and
     provisions of any statute, rule or doctrine of common law which either:

     (i)  narrowly construes releases purporting by their terms to release
          claims in whole or in part based upon, arising from or related to such
          acts, omissions, matters, causes or things, or,

     (ii) which restricts or prohibits the releasing of such claims.

D.   This Agreement is made without any admission of liability or wrongdoing by
     any party, and the existence of this Agreement or the use of any term or
     condition herein shall not be used as an admission or evidence against any
     party in any subsequent dispute, action or proceeding. Nothing in this
     Article 2, however, shall prevent any party from relying upon and enforcing
     the terms of this Agreement.

ARTICLE 3. OTHER

A.   This Agreement shall be binding upon and shall inure to the benefit of the
     Parties hereto and their respective predecessors, successors and assigns,
     officers, directors, employees, agents, attorneys, stockholders, parents,
     affiliates and subsidiaries (including without limitation, any receiver,
     conservator, rehabilitator, liquidator, provisional liquidator, trustee or
     other statutory successor or quasi-statutory successor) upon its execution.



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B.   The Parties represent and warrant, severally, that they and the natural
     person signing this Agreement on behalf of each Party has the necessary
     right, power and authority to act on behalf of the Party or Parties for
     whom or which they are signing. All signatories to this Agreement represent
     and warrant, that they have the right, power and authority to execute this
     Agreement on behalf of the Party or Parties for whom or which they are
     signing.

C.   This Agreement shall constitute the entire agreement between the Parties
     hereto related to the Reinsurance Agreements, superseding all negotiations,
     prior discussions, representations, promises, understandings, oral or
     written, expressed or implied, concerning the Reinsurance Agreements which
     have been made prior to or contemporaneous with this Agreement's execution.
     This Agreement may not be amended except by written amendment executed by
     each of the Parties. The Parties agree that this Agreement is not a
     contract uberrimae fidei. This Agreement is intended to resolve fully and
     finally any and all rights and liabilities of the Parties under the
     Reinsurance Agreements and no Party shall:

     (i)  have any remedy in respect of any representation, warranty or
          undertaking of any other party which is not expressly set out or
          referred to in this Agreement and upon which reliance may have been
          placed prior to and/or when entering into this Agreement, except in
          respect of fraudulent misrepresentation, and

     (ii) seek to re-open or set aside this Agreement or the Reinsurance
          Agreements on any grounds whatsoever, including without limitation,
          that this Agreement or the Reinsurance Agreements are void or
          avoidable on the basis that any of the Parties in the future becomes
          aware of any mistake of law (including any such mistake arising as a
          result of a subsequent change in the law which shall include, without
          limitation, a settled understanding of the law which is subsequently
          departed from by judicial decision) or any mistake of fact, in any way
          whatsoever connected with or related to this Agreement or the
          Reinsurance Agreements.

D.   The Parties hereby agree that neither they nor their respective
     professional advisers attorneys, agents, representatives and affiliates,
     will make any public disclosure of the terms and conditions of this
     Agreement (but not the existence) and will not disclose the terms and
     conditions of this Agreement to anyone other than is necessary to
     effectuate the terms and conditions of this Agreement except that the
     Parties may disclose the terms and conditions of this Agreement to and
     through their attorneys, accountants and auditors for legitimate business
     purpose where a specific need for such disclosure arises in the judgment of
     such attorneys, accountants and auditors, rating agencies or in response to
     lawful process or requirement. Notwithstanding the foregoing, nothing in
     this Article 3D shall restrict the ability of the Parties to disclose the
     terms and conditions of this Agreement to their shareholders,
     retrocessionaires or to regulatory entities or in connection with reports
     and statements that they may be required from time to time to file or
     submit to government agencies.

     In the event disclosure is to be made pursuant to this Article 3D, other
     than under the exceptions noted above, the disclosing party shall take all
     steps necessary to preserve the confidentiality of such information,
     including giving prior written notice to the other party, specifying the
     information to be disclosed, the manner of disclosure, and to whom
     disclosure is to be made. The other, non-disclosing party shall be provided
     a reasonable opportunity to oppose such disclosure.

     Any third party to whom disclosure is made by the Reinsurer or the
     Reassureds shall be bound by this Article 3D and shall so state in writing
     to the parties hereto prior to disclosure.

E.   Each of the Parties expressly represents and warrants, severally, that:


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     (i)  they have not previously assigned or purported to assign any right or
          obligation under the Reinsurance Agreements, nor any claims intended
          to be released by this Agreement, to any third party;

     (ii) they are not aware of any third party who might assert some interest
          in any claims intended to be released hereunder;

     (iii) they are a company in good standing under their respective place of
          domicile;

     (iv) they are not now insolvent nor have any reasonable belief that they
          may be found to be insolvent within the one (1) year period
          immediately following the date hereof;

     (v)  they are not aware of any pending agreements, transactions or
          negotiations to which they or their subsidiaries or affiliates are a
          party that would render this Agreement, or any part thereof, void,
          voidable, avoidable or unenforceable;

     (vi) all judicial, statutory, regulatory, administrative, and/or
          ministerial actions necessary for the execution, delivery, and
          performance of this Agreement by each Party have been or will be duly
          taken, and that no further action, consent, or approval of any person,
          entity, court, or other governmental authority, is required by either
          party for the lawful execution or delivery of this Agreement or the
          lawful performance and consummation of the transactions contemplated
          herein, nor will such transactions violate any provision of any law or
          conflict with any order, writ, injunction, or decree of any court or
          any other governmental authority;

     (vii) they are not making any representations as to any fact or
          circumstance other than those contained within this Agreement; and

     (viii) they are not relying upon the other, nor upon any person, third
          party, or anything other than its own independent knowledge and
          judgment and the advice of its own counsel in entering into this
          Agreement.

F.   If any provision of this Agreement is held by a court of competent
     jurisdiction to be invalid, the remaining provisions shall remain in full
     force and effect; provided, however, that in the event that any court of
     competent jurisdiction or governmental agency renders an order, ruling, or
     other determination declaring this Agreement or any material provision of
     this Agreement null and void, it is mutually agreed by the Reinsurer and
     the Reassureds that each shall be restored to the position it was in just
     prior to entering into this Agreement.

G.   Waiver by any of the Parties of any term, provision, or condition of this
     Agreement shall not be construed to be a waiver of any other term,
     provision, or condition hereof, nor shall such waiver be deemed a waiver of
     any subsequent breach of the same term, provision, or condition. The
     failure of any Party to enforce any of the provisions herein shall not be
     construed to be a waiver of the right of such Party to enforce any such
     provisions.

H.   The Parties to this Agreement are entering into it in good faith, at arm's
     length, and in the regular course of business, and are in agreement that
     the Agreement is valid and enforceable in all respects.

I.   The Parties acknowledge that disputes between the Company and other
     reinsurers concerning the Reinsurance Agreements may have arisen, or may
     arise in the future, and that information about the facts and arguments in
     such disputes, or about the resolution of such disputes, may emerge after
     the date of this Agreement. The Parties hereby agree, however, that this
     Agreement is final and binding and cannot be voided or re-opened by either
     side for any reason, including in respect of any later discovered or later
     developing facts, arguments, court determinations or dispute resolutions.



                                       5




J.   Each Party agrees that it shall, from time to time, upon the reasonable
     request of the other Party, execute and deliver any further documents which
     may be required to fully implement the intent of this Agreement.

K.   This Agreement may be executed and delivered is multiple counterparts, each
     of which, when so executed and delivered, shall be an original, but such
     counterparts shall together constitute but one and the same instrument and
     agreement.

L.   In consideration of the mutual covenants and agreements contained herein,
     each Party hereto agrees that this Agreement, and each and every provision
     hereof, is and shall be enforceable by and between them according to its
     terms, and each Party does hereby agree that it shall not, directly or
     indirectly, contest the validity or enforceability hereof.

M.   This Agreement shall be governed by and construed in accordance with the
     laws of the State of Texas, without regard to its conflicts of law
     principles.

                            [SIGNATURE PAGE FOLLOWS]


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IN WITNESS WHEREOF, the Parties have executed this Agreement by and their
respective authorized officers or legally empowered agents or representatives.

REASSUREDS:

HOUSTON CASUALTY COMPANY


By: /s/ Michael J. Schell
    ---------------------------------
Name: Michael J. Schell
Title: President and Chief Executive
       Officer
Date: November 21, 2005


U.S. SPECIALTY INSURANCE COMPANY


By: /s/ Michael J. Schell
    ---------------------------------
Name: Michael J. Schell
Title: President and Chief Executive
       Officer
Date: November 21, 2005


HCC SPECIALTY INSURANCE COMPANY


By: /s/ Michael J. Schell
    ---------------------------------
Name: Michael J. Schell
Title: President and Chief Executive
       Officer
Date: November 21, 2005


HCC REINSURANCE COMPANY LIMITED


By: /s/ Michael J. Schell
    ---------------------------------
Name: Michael J. Schell
Title: President and Chief Executive
       Officer
Date: November 21, 2005


HOUSTON CASUALTY COMPANY EUROPE SEGUROS
Y REASEGUROS S.A.


By: /s/ Michael J. Schell
    ---------------------------------
Name: Michael J. Schell
Title: President and Chief Executive
       Officer
Date: November 21, 2005


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REINSURER:

QUANTA REINSURANCE LIMITED


By: /s/ John Paul Kennedy, Jr.
    ---------------------------------
Name: John Paul Kennedy, Jr.
Title: Senior Vice President
Date: November 21, 2005


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