<PAGE>
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                                                                               .
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                                                                   EXHIBIT 10.22

                         COMPREHENSIVE AUTOMATIC TREATY
                              REINSURANCE AGREEMENT

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                 PAGE
<S>      <C>                                                            <C>
         Preamble..................................................       2
1        Acquisition...............................................       2
2        Commencement And Termination..............................       2
3        Termination Of Any Prior Agreement........................       5
4        Business And Territory Covered............................       7
5        Exclusions................................................       8
6        Retention And Limit.......................................       9
7        Definitions...............................................      10
8        Premium And Commission....................................      12
9        Accounts, Reports And Payments............................      13
10       Claims And Losses.........................................      14
11       Salvage And Subrogation...................................      14
12       Reinsurance Follows Original Policies.....................      15
13       Taxes.....................................................      15
14       Federal Excise Tax........................................      15
15       Access To Records.........................................      16
16       Currency..................................................      16
17       Service Of Suit...........................................      17
18       Arbitration...............................................      17
19       Indemnification And Errors And Omissions..................      19
20       Insolvency................................................      19
21       Security..................................................      20
22       Reserves And Risk Limits..................................      22
23       Confidentiality...........................................      22
24       Offset....................................................      23
25       Governing Law.............................................      24
26       Participation.............................................      24
27       Assignment................................................      24
28       Notice....................................................      24
</TABLE>

EXHIBITS

                                       1
<PAGE>

                         COMPREHENSIVE AUTOMATIC TREATY
                              REINSURANCE AGREEMENT

                    (hereinafter referred to as "Agreement")

                      made and entered into by and between

            MBIA Insurance Corporation, Armonk, New York; and/or MBIA Assurance
            S.A., Paris, France; and/or MBIA UK Insurance Limited, London,
            England; and/or Capital Markets Assurance Corporation, Armonk, New
            York; and/or any other insurance or reinsurance company subsidiaries
            of MBIA Inc. listed in Exhibit No. 1 attached to this Agreement
            (hereinafter referred to as the "Company"), and

                          RAM REINSURANCE COMPANY LTD.
                  (hereinafter referred to as the "Reinsurer").

In consideration of the mutual covenants hereinafter contained and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:

                                    ARTICLE 1

                                   ACQUISITION

In the event that, following the execution of this Agreement, the Company
notifies the Reinsurer of a proposed acquisition by the Company of an insurance
company (a "Target") and provides the Reinsurer as soon as practicable with full
particulars as to how such affiliation is likely to affect this Agreement and
such due diligence information as the Reinsurer may reasonably request with
respect thereto (the "Information"), the Reinsurer shall provide, within 30 days
following receipt of the Information, a written notice to the Company which
notice shall state whether or not the Reinsurer will consent to the inclusion of
such Target as a reinsured hereunder upon consummation of the acquisition of
such Target by the Company. If the Reinsurer consents to the inclusion of a
Target as a reinsured hereunder, such Target shall be included in the term
"Company" from and after the date on which the Company's acquisition of the
Target is consummated, and the Company shall prepare and deliver to the
Reinsurer an addendum to this Agreement that revises Exhibit No. 1 to include
the name of such Target thereon. The 30 day period referred to in this paragraph
shall not commence until all of the information reasonably requested by the
Reinsurer has been received by the Reinsurer.

                                    ARTICLE 2

                          COMMENCEMENT AND TERMINATION

Covering the liabilities for Proportionate Share of Net Loss and Net Allocated
Loss Adjustment Expenses on Policies attaching on or after 12:01 a.m. (in the
time zone in which the Policy is issued), July 1, 2005 (the "Effective Time").
This Agreement may be terminated on a run-off

                                       2
<PAGE>

basis by the Company or by the Reinsurer as of 12:01 a.m. Eastern Standard Time,
July 1, 2006 or any July 1 thereafter by one party giving to the other at least
120 days' prior notice of termination (the "Termination Time"). Notice of
termination must be provided in writing by certified letter. In addition, this
Agreement shall automatically terminate on a run-off basis on or after July 1,
2006, as of the effective time and date of any replacement Comprehensive
Automatic Reinsurance Treaty entered into by the Company with respect to the
Policies described under "Business and Territory" below.

In the event of termination on a run-off basis (and until any termination on a
cut-off basis as provided herein), the Reinsurer will be entitled to receive its
Proportionate Share of all premiums paid after the Termination Time with respect
to, and will remain liable for the Reinsurer's Proportionate Share of Losses,
Allocated Loss Adjustment Expenses and applicable reserves with respect to, all
Policies ceded hereunder prior to the Termination Time until the natural
expiration of such Policies.

Only the Company shall have the right to terminate the Policies covered by this
Agreement on a cut-off basis (whether or not this Agreement has been previously
terminated on run-off basis) or run-off basis at any time by written notice to
the Reinsurer in the event:

A.    that a Reinsurer Downgrade Event (as defined below) has occurred; provided
      that the foregoing shall not be deemed an event of termination if the
      Reinsurer, within 90 days of the occurrence of such Reinsurer Downgrade
      Event, either (1) restores the Reinsurer's Standard & Poor's and Moody's
      financial strength ratings and/or financial enhancement ratings to the
      ratings in effect as of the Effective Time, or (2) provides such
      additional security or takes any additional action that restores the
      reinsurance credit that the Company receives under any Applicable Rating
      Agency or regulatory method with respect to this Agreement as of the
      Effective Time, it being agreed that all costs and expenses related to
      such efforts shall be the sole responsibility of the Reinsurer,

B.    that the Policyholders' Surplus of the Reinsurer is less than the amount
      required in order for the Company to be entitled to credit for the
      reinsurance provided by this Agreement by any Applicable Rating Agency,
      regulatory body of any jurisdiction in which the Company legally operates
      or to which it submits its statutory financial statements; or

C.    there is a breach of any provision of this Agreement by the Reinsurer,
      provided that the Company shall have first given written notice by
      certified letter to the Reinsurer of such breach and the Reinsurer shall
      not have cured such breach within 30 Business Days following receipt of
      such notice from the Company; or

D.    of a Change in Control (as defined below), provided that the Company gives
      written notice by certified letter of its intention to terminate within
      120 Business Days of becoming aware of the Change of Control or of receipt
      of the notice set forth below. The Reinsurer shall be required to notify
      the Company in writing (by certified letter) of any Change of Control
      within no more than 15 Business Days after the Reinsurer becomes aware of
      such Change of Control. For the purposes of this Agreement, a "Change of
      Control" will be deemed to occur when (x) an individual person,
      corporation or other entity acquires directly or indirectly more than
      forty-nine percent (49%) of the voting

                                       3
<PAGE>

      securities of the Reinsurer or the Reinsurer's intermediate or ultimate
      parent or obtains the power to vote (directly or through proxies) more
      than forty-nine percent (49%) of the voting securities of the Reinsurer or
      the Reinsurer's intermediate or ultimate parent or (y) an individual
      person, corporation or other entity who is a monoline insurance company
      who issues financial guarantee or similar policies or a multiline
      insurance company that issues financial guarantee or similar policies
      acquires directly or indirectly more than twenty-five percent (25%) of the
      voting securities of the Reinsurer or the Reinsurer's intermediate or
      ultimate parent or obtains the power to vote (directly or through proxies)
      more than twenty-five percent (25%) of the voting securities of the
      Reinsurer or the Reinsurer's intermediate or ultimate parent; provided,
      however, that a "Change of Control" shall not be deemed to have occurred
      pursuant to this paragraph D if (i) such individual person, corporation or
      other entity is under common control with the Reinsurer or the Reinsurer's
      intermediate or ultimate parent or (ii) as a result of a merger, exchange
      offer, or similar transaction, the holders of the voting securities of the
      ultimate controlling person or persons of the Reinsurer exchange such
      securities for, or such securities are converted into the right to
      receive, an equivalent amount of voting securities of a newly-formed
      holding company; or

E.    the Reinsurer undertakes, as a new line of business, to write, on a
      primary basis, financial guaranty or similar policies in direct
      competition with the business the Company is engaged in as of the date of
      this Agreement; provided that such activities shall expressly not include
      any reinsurance business, any retrocessions accepted by the Reinsurer or
      any financial guaranty or similar policy written incidentally to the
      Reinsurer's reinsurance business; and provided further that the Company
      shall have first provided written notice by certified letter to the
      Reinsurer of such competitive activity and requesting that it cease and
      the Reinsurer shall not have ceased such business activity within a period
      of 60 days following receipt of such notice from the Company.

As used in this Agreement, "Reinsurer Downgrade Event" shall have the following
meaning:

"Reinsurer Downgrade Event' shall mean, with respect to the Reinsurer, either
(i) a downgrade of the Standard & Poor's financial strength rating below the
rating in effect as of the Effective Time (or, with respect to any Prior
Agreement, the Effective Time of such Prior Agreement), (ii) a downgrade of the
Moody's financial strength rating below the rating in effect as of the Effective
Time (or, with respect to any Prior Agreement, the Effective Time of such Prior
Agreement), (iii) a downgrade or withdrawal of the Standard & Poor's financial
enhancement rating below the rating in effect as of the Effective Time, (or,
with respect to any Prior Agreement, the Effective Time of such Prior
Agreement), (iv) the Reinsurer is no longer rated by the Applicable Rating
Agencies, or (v) a deterioration in any additional security provided or
additional action taken by the Reinsurer if such deterioration results in the
failure to maintain the reinsurance credit that the Company receives under any
applicable rating agency or regulatory method for this Agreement or (vi) there
is more than a ten (10%) percent decrease in the reinsurance credit that the
Company receives under any applicable rating agency or regulatory method for
this Agreement and the Reinsurer has failed to cure such decrease within 30 days
of receipt of written notice of such decrease, except that such decrease shall
not constitute a Reinsurer Downgrade Event if it arose out of the failure of the
Company to file any required report or to promptly inform the Reinsurer of any
information not otherwise available to the

                                       4
<PAGE>

Reinsurer that, if known by the Reinsurer, would have assisted the Reinsurer in
taking steps necessary to maintain the applicable amount of credit.

A termination on a cut-off basis shall be effective as of the date specified in
the written notice of termination, which date shall be no less than 25 Business
Days after the Reinsurer's receipt of the written notice of termination in the
case of a termination pursuant to subparagraphs A., B., C. or E. and no less
than 60 Business Days after the Reinsurer's receipt of the written notice of
termination in the case of termination pursuant to subparagraph D. In the event
of a termination on cut-off basis, (i) the Reinsurer will pay to the Company on
the effective date of the cut-off termination an amount equal to its
Proportionate Share of the reserves (including but not limited to Net Loss and
Net Allocated Loss Adjustment Expense reserves) and the unearned premium
reserve, net of applicable ceding commission and the Reinsurer's Percentage
Share of the anticipated salvage carried on the books and records of the
Company, as respects Policies covered hereunder which are in force at such date;
and (ii) immediately upon the payment referred to in clause (i) of this
sentence, the Company shall grant the Reinsurer a complete and final release
with respect to this Agreement, and all liabilities of the Reinsurer whatsoever,
whether such liabilities are known or unknown at the time of the termination,
arising out of this Agreement and all Policies shall be discharged and the
Reinsurer shall not be entitled to any premiums earned with respect to any
period of time after the effective date of termination. It is understood and
agreed that the Company will assume all liabilities hereunder unless prohibited
by any regulatory body of a jurisdiction in which the Company legally operates
or to which it submits its statutory financial statements.

Notwithstanding the termination of this Agreement as herein provided, the
provisions of this Agreement shall continue to apply to all Policies covered
hereunder to the end that all obligations and liabilities assumed by the
Reinsurer hereunder prior to such termination other than such obligations and
liabilities as are reassumed by the Company in connection with a termination on
a cut-off basis, shall be fully performed and discharged.

Except as provided in this Agreement, the rights, powers, remedies, and
privileges provides in this Agreement are cumulative and not exclusive of any
rights, powers, remedies, and privileges provided by law.

In addition to its right to terminate this Agreement on a cut off basis upon the
occurrence of the events specified above, the Company shall, upon the occurrence
of any such events, have the right to terminate on a cut off basis all, but not
less than all, other reinsurance agreements between the Company and the
Reinsurer, whether facultative or treaty, by giving notice in the manner
prescribed, and on the same basis, as set forth above.

                                    ARTICLE 3

                       TERMINATION OF ANY PRIOR AGREEMENT

The Company may terminate any one or more Prior Agreements on a cut-off basis
(whether or not the Prior Agreement has been previously terminated on run-off
basis) by written notice to the Reinsurer in the event that a Reinsurer
Downgrade Event has occurred.

                                       5
<PAGE>

A termination of a Prior Agreement on a cut-off basis shall be effective as of
the date specified in the written notice of termination, which date shall be no
less than 25 Business Days after the Reinsurer's receipt of the written notice
of termination. In the event of such a termination of a Prior Agreement on a
cut-off basis, (i) the Reinsurer will pay to the Company on the effective date
of the cut-off termination an amount equal to the Reinsurer's Proportionate
Share of reserves (including but not limited to loss and allocated loss
adjustment expense reserves) and the unearned premium reserve, net of applicable
ceding commission and the Reinsurer's Percentage Share of the anticipated
salvage carried on the books and records of the Company, as respects the Subject
Prior Policies which are in force at the effective date of the cut-off
termination; and (ii) immediately upon the payment referred to in clause (i) of
this sentence, the Company shall grant the Reinsurer a complete and final
release with respect to the Subject Prior Policies being reassumed by the
Company, and all liabilities of the Reinsurer whatsoever, whether such
liabilities are known or unknown at the time of the termination, arising out of
the Subject Prior Policies being reassumed by the Company shall be discharged,
and the Reinsurer shall not be entitled to any premiums earned with respect to
any period of time after the effective date of termination. It is understood and
agreed that the Company will assume all liabilities with respect to any Policies
under each Subject Prior Agreement terminated pursuant to this Agreement unless
prohibited by any regulatory body of a jurisdiction in which the Company legally
operates of to which it submits its statutory financial statements.

Notwithstanding the termination of a Prior Agreement as herein provided, the
provisions of each Subject Prior Agreement shall continue to apply to all
Subject Prior Policies covered under each the Subject Prior Agreement to the end
that all obligations and liabilities assumed by the Reinsurer under the Subject
Prior Agreement prior to such termination, other than such obligations and
liabilities under the Subject Prior Agreement as are reassumed by the Company in
connection with a termination on a cut-off basis under this Article, shall be
fully performed and discharged.

As used in this Article, the following terms have the following respective
meanings:

      "Reserve," "loss reserve," "allocated loss adjustment expense reserve,"
      "unearned premium reserve" and "ceding commission" shall have the meanings
      set forth in the Subject Prior Agreement under which the Subject Prior
      Policy is ceded.

      "Prior Agreement" shall mean any reinsurance agreement under which the
      Company cedes reinsurance to the Reinsurer which is (i) classified by the
      Company, in its sole judgment, as surplus reinsurance, and (ii) which
      originally became effective prior to the Effective Time.

      "Prior Policies" shall mean any binder, policy, surety bond or contract of
      insurance of reinsurance or amendment or endorsement thereto issued by the
      Company and constituting business ceded under a Prior Agreement.

      "Recoveries" shall mean any amount received by the Company in respect of
      any loss and allocated loss adjustment expense covered by the Reinsurer
      under a Subject Prior Agreement whether by subrogation, salvage,
      reimbursement or other recovery from the Issuer (or from an underlying
      obligor of that Issuer).

                                       6
<PAGE>

      "Subject Prior Agreement" shall mean a Prior Agreement subject to
      termination on cut-off basis under this Article.

      "Subject Prior Policies" shall mean the Prior Policies ceded under a
      Subject Prior Agreement.

                                    ARTICLE 4

                         BUSINESS AND TERRITORY COVERED

(a) This Agreement shall cover all Policies that provide insurance against
financial loss by reason of nonpayment of obligations arising under Issues sold
or otherwise issued by Issuers or Sellers/Servicers.

(b) In the event of a refinancing (whether by refunding or otherwise) of the
obligations insured under a Policy (the "Refinanced Obligations") by the
issuance of new obligations that are insured by the Company (the "Refinancing
Obligations"), (i) undertaken, in the sole judgment of the Company, to mitigate,
prevent or improve the Company's position in respect of a claim or loss under
the Policy or (ii) undertaken, in the sole judgment of the Company, to improve
the credit quality or credit risk profile of the related Policy or exposure, or
(iii), structured with terms or pricing that, in the sole opinion of the
Company, are less attractive than current market terms or pricing for such a
transaction but are undertaken because the pricing or terms in the Company's
sole opinion, are superior to the original structure, the Reinsurer shall
automatically assume under this Agreement the Proportionate Share of the
Refinancing Obligations as is designated by the Company, regardless of whether
the par amount of such Refinancing Obligations exceeds $175,000,000, provided,
however; that such Proportionate Share of the Refinancing Obligations shall not
exceed the Reinsurer's Proportionate Share assumed with respect to the
Refinanced Obligations. Any Policy issue by the Company in respect of the
Refinancing Obligations shall be deemed to be a Policy hereunder to the same
extent as that of the original Policy.

(c) The liability of the Reinsurer shall be subject in all respects to and shall
not be affected by all the general and specific stipulations, clauses, waivers,
extensions, modifications, amendments and endorsements of any of the Policies,
subject to the exclusions set forth below and the other terms and conditions of
this Agreement as set forth herein.

(d) The Reinsurer shall be bound by the judgment of the Company as to the
obligation(s) and liability(ies) of the Company under any original insurance or
reinsurance in accordance with Article 12 hereof. The Reinsurer acknowledges the
Company's obligations to make payment under its Policies or Prior Policies are
unconditional, irrevocable and non-cancellable by the Company for any reason and
that the Company has waived, to the fullest extent permitted by applicable law,
and agreed not to assert any and all rights (whether by counterclaim, set-off or
otherwise) and defenses (including, without limitation, any defense of fraud
(other than fraud by the related beneficiary) or any defense based or
misrepresentation, breach of warranty, or non-disclosure of information by any
person) whether acquired by subrogation, assignment or otherwise to the extent
such rights and defenses may be available to the Company to avoid

                                       7
<PAGE>

payment of its obligations under any Policy or Prior Policy in accordance with
the express provisions of any Policy or Prior Policy.

                                    ARTICLE 5

                                   EXCLUSIONS

The following general exclusions apply in respect of all Policies ceded to the
Reinsurer under this Agreement:

A.    All liability of the Company arising by agreement, operation of law, or
      otherwise from its participation or membership, whether voluntary or
      involuntary, in any Insolvency Fund. "Insolvency Fund" includes any
      Guaranty Fund, Insolvency Fund, Plan, Pool, Association, Fund, or other
      arrangement, howsoever denominated, established or governed, which
      provides for any assessment of, or payment, or assumption by the Company
      of part or all of any claim, debt, charge, fee, or other obligation of an
      insurer, or its successors, or assigns which has been declared by any
      competent authority to be insolvent or which otherwise is deemed unable to
      meet any claim, debt, charge, fee, or other obligation in whole or in
      part.

B.    The amount by which the portion of the Reinsurer's Percentage Share of the
      Pro Rata Share of Par Amount per Issue under a Policy covering an Issue
      sold by an Issuer to Seller/Servicer to be identified in Exhibit No. 2
      attached to and forming part of this Agreement exceeds the "Maximum
      Assumed Amount Per Issue" (to be either zero or a stated dollar amount)
      specified in Exhibit No. 2 provided that Exhibit No. 2 may be amended only
      with the prior consent of the Company, which consent will not be
      unreasonably withheld and which consent shall not be required if such
      amendment is based on regulatory or rating agency limitations applicable
      to the Reinsurer or the Reinsurer's internal risk limits. Any such amended
      Exhibit No. 2; shall (x) be in electronic form; (y) be in the format
      provided in Exhibit No. 2; and (z) include in its text its effective date
      substantially similar in form to the following: "This Amended Exhibit No.
      2 Effective as of July 1, 2005"; and shall identify, for each Issuer or
      Seller/Servicer, the name of the Issuer or Seller/Servicer and the
      applicable "Maximum Assumed Amount Per Issue" for that Issuer or
      Seller/Servicer (to be either zero or a stated dollar amount). No
      amendment to Exhibit No. 2 shall be effective with respect to any Issue
      for which the Company has issued a written mandate letter or other similar
      written evidence of commitment prior to the delivery of such amendment.

C.    The Company maintains the right in its sole discretion to exclude any
      Policy that would have otherwise been ceded hereunder. The Company shall
      provide a list of any such Policies to the Reinsurer on a quarterly basis.
      The Reinsurer shall have the right, upon written notice to the Company
      given no later than 15 Business Days after receipt of such quarterly list
      of excluded Policies, to assume the Reinsurer's Percentage Share of the
      Pro Rata Share of the liabilities for Net Loss and Net Allocated Loss
      Adjustment Expense of any such excluded Policy. In the event the Reinsurer
      exercises such right, the Pro Rata Share with respect to such Policy shall
      be determined by the Company in accordance with the terms hereof.

                                       8
<PAGE>

D.    No Policy shall be ceded to the Reinsurer hereunder if the Issuer, Seller
      or Servicer under such Policy is listed on the Company's most current
      Caution List; provided, however, that this Section D shall not apply with
      respect to Refinancing Obligations.

E.    Nothing in this Agreement requires the Company to cede any CDO business
      covered hereunder that has already been ceded to another reinsurance
      cover.

                                    ARTICLE 6

                               RETENTION AND LIMIT

The Company shall cede and the Reinsurer shall accept the Reinsurer's
Proportionate Share of each Issue relating to Policies covered hereunder. In
addition to being liable for its Proportionate Share of any Net Loss, the
Reinsurer shall be liable for its Proportionate Share of Net Allocated Loss
Adjustment Expense.

With respect to Policies for which the Par Amount of the Issue exceeds [ * ],
the Company shall cede to the Reinsurer the Reinsurer's Percentage Share of a
Pro Rata Share of Par Amount, which Pro Rata Share shall, at the Company's
election, be [ * ] In the event that the Company maintains a minimum net
retained share of gross insured outstanding principal under all Issues for such
an Issuer, Seller or Servicer equal to at least 50% (excluding Issues that have
been advance refunded), the Company shall cede to the Reinsurer the Reinsurer's
Percentage Share of a Pro Rata Share up to [ * ] of each Issue for such Issuer.]

With respect to any Policy ceded by the company hereunder, the Reinsurer's
Proportionate Share of the Pro Rata Share of Par Amount of any Issue related to
such Policy shall not exceed the Single Issue Limit set forth in the table below
next to the "Business Class" applicable to such Policy, as classified by the
Company (pursuant to the Company's risk codes attached hereto as Exhibit No. 3
and made a part hereof):

<TABLE>
<CAPTION>
Business Class                          Single Issue Limit
--------------                          ------------------
<S>                                     <C>
[ * ]                                         $[ * ]
[ * ]                                          [ * ]
[ * ]                                          [ * ]
[ * ]                                          [ * ]
[ * ]                                          [ * ]
[ * ]                                          [ * ]
[ * ]                                          [ * ]
[ * ]                                          [ * ]
[ * ]                                          [ * ]
[ * ]                                          [ * ]
[ * ]                                          [ * ]
[ * ]                                          [ * ]
</TABLE>

[ * ]

*Confidential treatment requested for redacted portion.

                                       9
<PAGE>

The Company and/or its affiliates maintain the right to purchase non
proportional and excess of loss reinsurance (or similar types of loss
protection) with respect to Policies. Such reinsurance shall inure to the sole
benefit of the Company or its affiliates. The Company shall be able to obtain
loss protection for a Policy which may inure to the benefit of the Reinsurer,
regardless of whether the Reinsurer has consented to the purchase thereof and
the Company shall be entitled to deduct the Reinsurer's Proportionate Share of
the cost of such loss protection from any amount payable to the Reinsurer
hereunder. The Company agrees to notify the Reinsurer in writing, after the end
of each calendar quarter, in the event that its net exposure to any Policy ceded
hereunder is zero; provided that the failure to provide such notice shall not
affect any rights or obligations of any party under this Agreement.

The parties agree that Exhibit No. 3 may be amended by the Company effective the
first day of any calendar quarter, provided that (i) the Company submits an
amended Exhibit No. 3 to the Reinsurer at least 30 Business Days prior to the
effective date of the amended Exhibit No. 3 and (ii) the amended Exhibit No. 3
is (x) delivered to the Reinsurer in electronic form, (y) is in the format
provided in Exhibit No. 3, and (z) includes in its text its effective date
substantially similar in form to the following: "This Amended Exhibit No. 3
Effective as of July 1, 2005."

                                    ARTICLE 7

                                  DEFINITIONS

A.    "Allocated Loss Adjustment Expenses" as used in this Agreement means all
      court costs, interest upon judgments, and mitigation, investigation,
      adjustment, and legal expenses chargeable to or incurred in: (i) the
      mitigation, investigation, negotiation, settlement of or defense against a
      Loss, (ii) loss prevention, mitigation or investigation in respect of
      Policies as to which the Company has posted a loss reserve, (iii) the
      investigation, prevention and workout of a potential Loss, or (iv) the
      protection, perfection and exercise of any subrogation or salvage or
      reimbursement rights or security interests with respect to a Policy.
      Allocated Loss Adjustment Expenses shall exclude all office expenses,
      salaries and other compensation and expenses of officials and employees of
      the Company, and all expenses (including, but not limited to, travel and
      costs and expenses incurred in respect of the outside consultants and
      independent contractors) attributable to routine surveillance activities.

B.    "Applicable Rating Agencies" as used in this Agreement mean Moody's and
      Standard and Poor's.

C.    "Business Day" means any day other than a Saturday, Sunday or holiday on
      which banks in New York, New York and Hamilton, Bermuda are not open for
      business.

D.    "Issue" as used in this Agreement means all obligations of one Issuer sold
      or created simultaneously which are covered by a Policy or several related
      Policies and which may be secured by a single revenue source (with
      essentially the same structure), accepting credit risk on a common pool of
      reference credits or obligations, or in the case of structured finance or
      asset-backed securities, secured by a common pool of assets. The Company
      shall be the sole judge of what constitutes one Issue.

                                       10
<PAGE>

E.    "Issuer"" as used in this Agreement means, with respect to an Issue, the
      entity issuing the bonds, notes, or other instruments comprising the Issue
      or the entity whose obligations are the subject of a Policy or several
      related Policies. The Company shall be the sole judge of what constitutes
      one Issuer.

F.    "Loss" as used in this Agreement means the aggregate amount of payments
      for which the Company is liable with respect to a claim under a Policy.

G.    "Moody's" as used in this Agreement means Moody's Investors Services, Inc.

H.    "Net" as used in this Agreement means, with respect to any Policy, after
      giving effect to other Policy specific facultative and/or quota share or
      other non-proportional reinsurance in effect with respect to such Policy
      inuring to the benefit of this Agreement.

I.    "Net Premium" as used in this Agreement means, with respect to any Policy,
      all premium received by the Company in respect of such Policy, less
      premium paid by the Company for other Policy specific facultative and/or
      treaty reinsurance in effect with respect to such Policy inuring to the
      benefit of this Agreement.

J.    "Par Amount" as used in this Agreement means the face amount of an Issue
      or Issues, except in the case of zero coupon or originally issued discount
      bonds or notes, in which case the Par Amount shall exclude the accreted
      interest component of the face amount.

K.    "Policy" as used in this Agreement means each binder, policy, surety bond
      or contract of insurance or reinsurance or amendment or endorsement
      thereto issued by the Company and constituting business covered as defined
      in the Business and Territory Covered Article. The Company shall be the
      sole judge of what constitutes a Policy under this Agreement.

L.    "Proportionate Share" as used in this Agreement with respect to any Policy
      means the Reinsurer's Percentage Share times the Pro Rata Share applicable
      to that Policy.

M.    "Pro Rata Share" as used in this Agreement means the percentage specified
      as such by the Company with respect to a particular Policy at the time the
      Policy is ceded to the Reinsurer.

N.    "Reinsurer's Percentage Share" as used in this Agreement means the
      percentage specified in Article 26 of this Agreement.

O.    "Seller" as used in this Agreement means a selling or servicing
      organization that originates and/or services assets that back asset-backed
      or mortgage-backed securities.

P.    "Servicer" as used in this Agreement means a servicing organization that
      services assets that back asset-backed or mortgage-backed securities.

Q.    "Standard & Poor's" or "S&P" as used in this Agreement means Standard &
      Poor's Rating Services, Inc.

                                       11
<PAGE>

                                    ARTICLE 8

                             PREMIUM AND COMMISSION

The Company shall pay to the Reinsurer its Proportionate Share of the Net
Premium after deducting from such Net Premium a flat ceding commission equal to
the amount set forth below. Such ceding commission shall be based on the
then-current reinsurance credit which the Company receives with respect to the
reinsurance provided by the Reinsurer under the applicable rating agency method,
whichever is lower. In addition, the Company may, in its sole discretion,
immediately adjust the ceding commission with respect to any policies reinsured
under any other reinsurance agreement between the Company and the Reinsurer in
line with the then current reinsurance credit which the Company receives under
the applicable rating agency method, whichever is lower.

<TABLE>
<CAPTION>
 Reinsurance Credit        Reinsurance Credit      Ceding Commission
        S&P                     Moody's
<S>                        <C>                     <C>
[ * ]                          [ * ]%                   [ * ]%

[ * ]%                         [ * ]%                   [ * ]%
[ * ]%                         [ * ]%                   [ * ]%
</TABLE>

*Confidential treatment requested for redacted portion.

At any time, the Reinsurer may adjust the ceding commission by either (x)
restoring of increasing the Reinsurer's Standard & Poor's and Moody's financial
strength or financial enhancement ratings such that the Company receives an
increase in capital credit, or (y) providing such additional security as would
be necessary to restore or increase the reinsurance credit that the Company
receives under the rating agency method, it being agreed that all costs and
expenses related to such efforts shall be the sole responsibility of the
Reinsurer.

If the reinsurance credit the Company receives is either increased or decreased
as set forth above, the revised ceding commission figure shall be applied to any
Net Premium paid to the Reinsurer and to the amount of the unearned premium
reserve from and after the time of the occurrence of the event which
precipitated such increase or decrease.

No exercise of any right pursuant to this Article 8 and no failure or delay by
the Company in exercising any right, power or privilege arising under this
Agreement, including, without limitation the Company's ability to terminate this
Agreement and other reinsurance agreements on a run-off or cut-off basis as set
forth in Article 2 hereof, will operate as a waiver thereof, nor will any single
or partial exercise of any right under this Article 8 preclude any other or
further exercise of any right, power or privilege of the Company arising under
this Agreement.

Nothing in this Agreement shall entitle the Reinsurer to receive any
compensation other than as may described in this Article 8 and any such
compensation shall be limited to the compensation to be received by the
Reinsurer as set forth in this Article 8 and Article 11.

                                       12
<PAGE>

                                    ARTICLE 9

                         ACCOUNTS, REPORTS AND PAYMENTS

A.    The Company shall furnish to the Reinsurer monthly accounts of Policies
      ceded hereunder within 25 days after the close of each calendar month,
      showing premiums due the Reinsurer, adjustments to premium reserves, if
      any, and ceding commission, Federal Excise Tax, if any, the Proportionate
      Share of paid Losses and Allocated Loss Adjustment Expenses due from the
      Reinsurer, supported by statistical details as set forth herein.

      The net balance shown shall be payable by the debtor party at the time the
      account is rendered, if the Company is the debtor party, and within 10
      days of the Reinsurer's receipt of the account, if the Reinsurer is the
      debtor party.

B.    The statistical details referred to in the preceding paragraph shall be
      comprised of the following:

      1.    Net Premiums ceded during the month;

      2.    Less ceding commissions with respect to Policies ceded during the
            month;

      3.    Less U. S. Federal Excise Tax, to the extent applicable;

      4.    Less the Reinsurer's Proportionate Share of Net Losses paid during
            the month;

      5.    Less the Reinsurer's Proportionate Share of Net Allocated Loss
            Adjustment Expenses paid by the Company during the month;

      6.    Plus the Reinsurer's Proportionate Share of Net subrogation, salvage
            and other recoveries received by the Company on Net Losses and Net
            Allocated Loss Adjustment Expenses under the Policies;

      7.    Net balance due the Reinsurer or the Company, as the case may be.

C.    In addition to the monthly account required by Section B of this Article,
      with respect to all in-force business covered by this Agreement, the
      Company shall provide to the Reinsurer within 45 days of the close of each
      calendar quarter, (i) quarterly reports showing the Reinsurer's
      Proportionate Share of all Net contingency, Loss, Allocated Loss
      Adjustment Expenses, and unearned premium reserves maintained by the
      Company (ii) any "credit watch" or "caution list" reports prepared by the
      Company with respect to such ceded Policies, and (iii) such additional
      statistics as may reasonably be required by the Reinsurer on such ceded
      Policies.

D.    All reports delivered pursuant to this Article 9 shall itemize Allocated
      Loss Adjustment Expenses so that such expenses are separately identifiable
      by (i) Policy or, (ii) if more than one Policy covers the same Issuer,
      Seller or Servicer, by Issuer, Seller or Servicer (as the case may be).

                                       13
<PAGE>

E.    The Reinsurer shall provide the Company with such information as the
      Company may reasonably request.

                                   ARTICLE 10

                                CLAIMS AND LOSSES

(1)   The Company shall have complete and sole control of and direction of all
      efforts to: (i) mitigate, investigate, negotiate, settle or defend a Net
      Loss, (ii) prevent, mitigate, or investigate a probable Net Loss under
      Policies as to which the Company has posted a loss reserve, (iii)
      investigate and work out a potential Net Loss, and (iv) to protect,
      perfect and exercise any subrogation, salvage or reimbursement rights or
      security interests with respect to any Policy, and may take any action as
      it may deem advisable with respect thereto. All Net Loss settlements by
      the Company, all salvage and subrogation settlements, and all settlements
      with an Issuer (or with an underlying obligor of that Issuer), shall be
      final, conclusive and unconditionally binding upon the Reinsurer and the
      Reinsurer hereby agrees to be bound by any determination made by the
      Company hereunder.

(2)   The Company will give to the Reinsurer at least three Business Days'
      notice of Net Loss that the Company will require a cash loss payment for
      all Net Losses; and such payment is due within one Business Day of receipt
      by the Reinsurer of such notice of Net Loss. The Reinsurer shall effect
      payment by wire transfer of federal funds to the party designated by the
      Company in the notice. Details of the Net Loss will be provided to the
      Reinsurer by the Company promptly by mail, or by such other means as
      requested by the Reinsurer.

(3)   The Reinsurer shall pay to the Company the Reinsurer's Proportionate Share
      of any Net Allocated Loss Adjustment Expenses paid by the Company at the
      times and in the manner specified in the Accounts, Reports and Payments
      Article.

                                   ARTICLE 11

                             SALVAGE AND SUBROGATION

(1)   The Company shall pay the Reinsurer the Reinsurer's Proportionate Share of
      any Recovery in respect of any Net Loss covered by the Reinsurer under
      this Agreement at the times and in the manner specified in the Accounts,
      Reports and Payments Article.

(2)   "Recovery" as used in this Agreement means any amount received by the
      Company in respect of any Net Loss covered by the Reinsurer under this
      Agreement whether by subrogation, salvage, or reimbursement from the
      Issuer (or from an underlying obligor of that Issuer).

                                       14
<PAGE>

                                   ARTICLE 12

                      REINSURANCE FOLLOWS ORIGINAL POLICIES

This Agreement shall be construed as an honorable undertaking between the
parties hereto and shall not be defeated by technical legal construction, it
being the intention of this Agreement that the fortunes of the Reinsurer with
respect to a Net Loss covered by the Reinsurer under this Agreement or with
respect to any exercise by the Company pursuant to the first paragraph of
Article 10 hereunder shall follow the fortunes of the Company. Nothing herein
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 13

                                      TAXES

The Company shall be liable for all taxes due on the Premiums paid with respect
to the Policies. For any portion of the Reinsurer's Proportionate Share of
Premium due to the Reinsurer pursuant to Article 8 hereof which is subject to
U.S. Federal Excise Tax, the Company shall act as the withholding agent and
remit such tax to the United States Internal Revenue Service as set forth in
Article 14 hereof.

The Company shall not be liable for any taxes (including, without limitation,
any United Kingdom Insurance Premium Tax or similar tax on reinsurance premiums
that may apply or be imposed prospectively by any taxing authority or
jurisdiction) imposed on the Reinsurer's Proportionate Share of Premium due or
paid by the Company to the Reinsurer pursuant to this Agreement. The Reinsurer
shall not be liable for any taxes that may be imposed on ceding commissions due
or paid by the Reinsurer to the Company pursuant to this Agreement.

                                   ARTICLE 14

                               FEDERAL EXCISE TAX

(This Article applies only to those reinsurers domiciled outside of the United
States of America who are not exempt from the Federal Excise Tax.)

In the event that any United States Federal Excise Tax is due with respect to
any premium due under this Agreement, the Company agrees to withhold and remit
such tax to the United States Internal Revenue Service on behalf of the
Reinsurer.

For any reinsurance premium payments made to a foreign reinsurer, the Company is
required under the Internal Revenue Code to withhold, for U.S. Federal Excise
Tax purposes, 1% of the gross premiums paid on policies of reinsurance that
cover risks wholly or partly within the United States unless:

      1.    the reinsurance premiums paid to the foreign reinsurer are exempt
            from U.S. Federal Excise Tax pursuant to an applicable U.S. income
            tax treaty; or

                                       15
<PAGE>

      2.    the foreign reinsurer elects under Internal Revenue Code Section
            953(d) to be treated as a U.S. insurance company for all purposes of
            the Internal Revenue Code.

The Company must receive a signed statement on an annual basis from an officer
of the foreign reinsurance company certifying that it qualifies under either of
the foregoing exceptions in order for the Company not to withhold the 1% U.S.
Federal Excise Tax on the reinsurance premiums that it pays to the foreign
reinsurer.

The foreign reinsurer must provide written notice to the Company to the extent
that the reinsurer retrocedes to a foreign reinsurer any risk undertaken with
respect to any Policy.

In the event of any return of premium becoming due hereunder, the Reinsurer will
deduct the percentage specified by United States law from the amount of the
return and the Company or its agent should take steps to recover the Tax from
the United States Government.

                                   ARTICLE 15

                                ACCESS TO RECORDS

The Reinsurer and its duly designated representatives shall have the right to
inspect at all reasonable times the books, records, and documents of the Company
with respect to its participation in the insurance or reinsurance provided by
the Company. In addition, the Company shall, and shall cause its affiliates and
agents to make available any director, officer or employee of the Company and/or
its affiliates and agents, to interview in connection with this Agreement and
the Policies; The Reinsurer's rights under this provision shall survive
termination of this Agreement and shall continue to exist as long as one of the
parties hereto has a claim against any other arising from this Agreement. The
Reinsurer hereby agrees that it will, at least 90 days in advance of undertaking
an activity in competition with the Company's primary financial guaranty
insurance business, notify the Company of any such planned activity (including
defining the areas to be included in such activity and the proposed extent
thereof), and under such circumstances the Company may limit or restrict
Reinsurer's access to its books, records and documents that are related to any
such activity to the extent that the Company believes such information to be
proprietary, confidential, integral or essential to its business and which it
believes is not essential to the Reinsurer's business or operations covered by
this Agreement.

                                   ARTICLE 16

                                    CURRENCY

Where the word "dollars" and/or the sign "$" appear in this Agreement, they
shall meal United States dollars.

For purposes of this Agreement, where the Company receives premiums or pays
losses in currencies other than United States dollars, any payments of such
amounts, or portions, thereof, to the Reinsurer may be remitted in either the
original currency received by the Company or in United States dollars; provided,
however, where the Company receives premiums or pays losses in currencies other
than United States dollars, to the extent the Company converts such premiums or
losses into United States dollars, such

                                       16
<PAGE>

premiums of losses shall be converted into United States dollars at the actual
rates of exchange at which these premiums or losses are entered in the Company's
books.

                                   ARTICLE 17

                                 SERVICE OF SUIT

(This Article shall apply only if the Reinsurer is domiciled outside of the
United States of America or if the Reinsurer is not authorized in the State of
New York.)

(1)   In the event of the failure of the Reinsurer to pay any amount claimed to
      be due hereunder, the Reinsurer, at the request of the Company, will
      submit to the jurisdiction of a court of competent jurisdiction within the
      United States of America. 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 of
      America, to remove an action to a district court of the United States of
      America, or to seek a transfer of a case to another court as permitted by
      the laws of the Unites States of America or of any State in the United
      States of America. It is further agreed that service of process on the
      Reinsurer in such suit may be made upon Messrs Mendes & Mount, 750 Seventh
      Avenue, New York, New York 10019-6829 or other agent previously designated
      by the Reinsurer which designation has been previously notified to the
      Company), and that in any suit instituted against the Reinsurer, the
      Reinsurer will abide by the final decision of such court or, in the case
      of an appeal, the appellate court.

(2)   The above-named firm is 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 written undertaking to the Company that
      such firm will enter a general appearance upon the Reinsurer's behalf in
      the event such a suit shall be instituted.

(3)   Further, pursuant to any statute of any state, territory or district of
      the United States of America which makes provision therefor, 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 action, suit or proceeding
      instituted by or on behalf of the Company or any beneficiary hereunder
      arising out of this Agreement, 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 18

                                   ARBITRATION

(1)   As a condition precedent to any right of action hereunder, any dispute
      arising out of or related to this Agreement shall be finally settled by
      arbitration. The arbitration shall be conducted by a board of arbitration
      composed of two arbitrators and an umpire, meeting in Armonk, New York,
      unless otherwise agreed.

                                       17
<PAGE>

(2)   The members of the board of arbitration shall be active or retired
      disinterested officials of insurance or reinsurance companies. Each party
      shall appoint its arbitrator, and the two arbitrators shall choose an
      umpire before instituting the hearing. If the respondent fails to appoint
      its arbitrator within four weeks after being requested to do so by the
      claimant, the latter shall also appoint the second arbitrator. If the two
      arbitrators fail to agree upon the appointment of an umpire within four
      weeks after their nominations, the umpire shall be selected by the
      regional director of the American Arbitration Association in New York, New
      York, or the regional director's delegate. The arbitration shall be
      conducted in the English language.

(3)   The claimant shall submit its initial brief within 20 days from
      appointment of the umpire. The respondent shall submit its brief within 20
      days after receipt of the claimant's brief and the claimant shall submit a
      reply brief within 10 days after receipt of the respondent's brief.

(4)   The board shall make its decision with regard to the custom and usage of
      the insurance and reinsurance business. The board shall issue its decision
      in writing based upon a hearing in which evidence may be introduced
      without following strict rules of evidence but in which cross-examination
      and rebuttal shall be allowed. The board shall make its decision within 60
      days following the termination of the hearings unless the parties consent
      to an extension. The majority decision of the board shall be final and
      binding upon all parties to the proceeding. Judgment may be entered upon
      the award of the board in any court having jurisdiction thereof or having
      jurisdiction over the parties or their assets.

(5)   If more than one reinsurer is involved in the same dispute, all such
      reinsurers shall constitute and act as one party for purposes of this
      Article and communications shall be made by the Company to each of the
      reinsurers constituting the one party; provided, however, that nothing
      herein shall impair the rights of such reinsurers to assert several,
      rather than joint, defenses or claims, nor be construed as changing the
      liability of the reinsurers under the terms of this Agreement from several
      to joint.

(6)   Each party shall bear the expense of its own arbitrator and shall jointly
      and equally bear with the other party the expense of the umpire. The
      remaining costs of the arbitration proceedings shall be allocated by the
      board.

(7)   Unless prohibited by applicable law, an arbitral award hereunder and any
      judgment thereon shall bear interest from the date the arbitral award was
      rendered at the rate equal from time to time to the rate publicly
      announced by Citibank, N. A., as its base rate plus 2%.

(8)   The parties consent to the jurisdiction of the Supreme Court of the State
      of New York, County of New York, and of the United States District Court
      for the Southern District of New York, for all purposes in connection with
      such arbitration, including without limitation any application to compel
      arbitration or to confirm an arbitration award. The parties consent that
      any process or notice of motion or other application to either of said
      Courts, and any paper in connection with arbitration, may be served by
      certified mail,

                                       18
<PAGE>

      return receipt requested, or by personal service or in such other manner
      as may be permissible under the rules of the applicable court or panel
      provided a reasonable time for appearances is allowed. Service upon the
      Company shall be directed to the Company, in care of the Company's General
      Counsel. Service upon the Reinsurer shall be directed to the Reinsurer in
      care of its General Counsel.

                                   ARTICLE 19

                    INDEMNIFICATION AND ERRORS AND OMISSIONS

Any recitals in this Agreement to the terms and provisions of any original
insurance or reinsurance are merely descriptive. The Reinsurer is reinsuring, to
the amount herein provided, the obligations of the Company under any original
insurance or reinsurance. The Company, shall be the sole judge as to:

      (a)   what shall constitute a claim or loss covered under any original
            insurance of reinsurance written by the Company;

      (b)   the Company's liability thereunder; and

      (c)   the amount or amounts which it shall be proper for the Company to
            pad thereunder.

The Reinsurer shall be bound by the judgment of the Company as to the
obligation(s) an( liability(ies) of the Company under any original insurance or
reinsurance.

Any inadvertent error, omission or delay in complying with the terms and
conditions of this Agreement shall not be held to relieve either party hereto
from any liability which would attach to it hereunder if such error, omission or
delay had not been made, provided such error, omission or delay is rectified
immediately upon discovery.

                                   ARTICLE 20

                                   INSOLVENCY

(1)   In the event of the insolvency of the Company, reinsurance provided by
      this Agreement shall be payable by the Reinsurer on the basis of the
      liability of the Company under the Policies ceded without diminution
      because of the insolvency of the Company or because its liquidator,
      receiver, conservator or statutory successor (hereinafter referred to as
      the "Liquidator") has failed to pay all or a portion of any claim. The
      Liquidator shall give written notice to the Reinsurer of the pendency of a
      claim against the Company under any Policy ceded to Reinsurers and covered
      by this Agreement within a reasonable time after such claim is filed in
      the conservation or liquidation proceeding or in the receivership. During
      the pendency of such claim, the Reinsurer may investigate such claim and
      interpose at its own expense, in the proceeding where such claim is to be
      adjudicated, any defense or defenses that it may deem available to the
      Company or the Liquidator. The expense thus incurred by the Reinsurer
      shall be chargeable, subject to the approval of the court, against the
      Company as part of the expense of conservation or liquidation to the

                                       19
<PAGE>

      extent of a Proportionate Share of the benefit which may accrue to the
      Company solely as a result of the defense undertaker by the Reinsurer.

(2)   Where two or more Reinsurers are involved in the same claim and a majority
      in interest elect to interpose defense to such claim, the expense shall be
      apportioned in accordance with the terms of this Agreement as though such
      expense has been incurred by the Company.

(3)   In the event of the insolvency of the Company, the reinsurance provided by
      this Agreement shall be payable directly by the Reinsurer to the Company
      or to the Liquidator, except (a) where the Policy specifically provides
      another payee of such reinsurance in the event of the insolvency of the
      Company, or (b) where the Reinsurer with the consent of the direct
      insured(s) has assumed the obligations of the Company under the Policies
      as the direct obligations of the Reinsurer to the payees under such
      Policies and in substitution for the obligations of the Company to such
      payees.

                                   ARTICLE 21

                                    SECURITY

(1)   When a governing body of any jurisdiction in which the Company legally
      operates or to which it submits, requires as a condition to credit for the
      reinsurance provided by this Agreement that the Reinsurer post a Letter of
      Credit for the benefit of the Company, establish a Trust Account for the
      benefit of the Company or deposit funds under the control of the Company
      then the Reinsurer, at its option, shall either (a) post and maintain such
      a Letter of Credit, or (b) establish such a Trust Account, or (c) deposit
      such funds in the form and amount necessary to permit the Company to avoid
      on any statutory financial statement filed by the Company the penalty to
      surplus which would result from the loss of credit for the reinsurance. In
      addition, with respect to the reinsurance ceded hereunder of any Policy
      issued by MBIA Assurance S.A. and/or MBIA UK Insurance Limited, the
      Reinsurer, at its option, shall either (a) post and maintain a Letter of
      Credit, or (b) establish a Trust Account, or (c) deposit funds in the form
      and amount necessary to permit the Company, under the applicable laws and
      regulations in the State of New York, to avoid on any statutory financial
      statement filed by the Company the penalty to surplus which would result
      from the loss of credit for the reinsurance for such Policies if the
      Company had issued such Policies and ceded the reinsurance directly to the
      Reinsurer hereunder.

(2)   The Reinsurer and Company agree that the Letters of Credit provided by the
      Reinsurer pursuant to the provisions of this Agreement may be drawn upon
      at any time, notwithstanding any other provision of this Agreement, and be
      utilized by the Company or any successor, by operation of law, of the
      Company including, without limitation, any liquidator, rehabilitator,
      receiver or conservator of the Company for the following purposes, unless
      otherwise provided for in a separate trust agreement:

                                       20
<PAGE>

      (a)   to reimburse the Company for the Reinsurer's Proportionate Share of
            Net Losses and Net Allocated Loss Adjustment Expenses paid by the
            Company under this Agreement;

      (b)   if this Agreement has been terminated pursuant to the Commencement
            and Termination Article, to reimburse the Company for unearned
            premium due to the Company;

      (c)   to fund an account with the Company in an amount at least equal to
            the deduction allowed for the reinsurance provided by this
            Agreement, from the Company's liabilities for Policies ceded under
            the Agreement, such amount to include, if applicable, but not be
            limited to, amounts for net contingency reserves, loss reserves for
            paid, reported and incurred but not reported losses, allocated loss
            adjustment expense reserves and unearned premium reserves; or

      (d)   to pay any other amounts the Company claims are due under the
            Agreement.

All of the foregoing should be applied without diminution because of insolvency
on the part of the Company or Reinsurer.

(3)   If the Reinsurer elects to provide a Letter of Credit under section (1) of
      this Article, the Reinsurer shall cause the Letter of Credit to be issued,
      in place and effective no later than the "as of date" of the first
      quarterly filing prepared by the Company for the appropriate regulatory
      authority after the Effective Time.

(4)   The Reinsurer may comply with section (1) of this Article by entering into
      a trust agreement to establish a Trust Account for the benefit of the
      Company that meets the requirements of New York Insurance Department
      Regulation 114 to cover an amount equal to or greater than reserves to be
      maintained by the Reinsurer. The assets deposited in such trust account
      shall be valued according to their fair market value and shall consist
      only of cash (United States legal tender), certificates of deposit (issued
      by a United States bank and payable in United States legal tender), and
      investment of the types specified in paragraphs (1), (2), (3), (8) and
      (10) of New York Insurance Law Section 1404(a), provided that such
      investments are issued by an institution that is not a parent, subsidiary
      or affiliate of either the Reinsurer or the Company. Prior to depositing
      assets with the trustee, the Reinsurer shall execute assignments,
      endorsements in blank, or transfer legal title to the trustee of all
      shares, obligations or any other assets requiring assignments, in order
      that the Company, or the trustee upon the direction of the Company, may
      whenever necessary negotiate any such assets without consent or signature
      from the Reinsurer or any other entity. All settlements of account under
      such a trust agreement between the Company and the Reinsurer shall be made
      in cash or its equivalent. The Reinsurer and the Company agree that the
      assets in the trust account may be withdrawn by the Company at any time
      and be used and applied by the Company or any successor by operation of
      law of the Company, including, without limitation, any liquidator,
      rehabilitator, receiver or conservator of the Company, without diminution
      because of insolvency of the Company or the Reinsurer, only for the
      following purposes:

                                       21
<PAGE>

      (a)   to reimburse the Company for the Reinsurer's Proportionate Share of
            Net Losses and Net Allocated Loss Adjustment Expenses paid by the
            Company under this Agreement;

      (b)   if this Agreement has been terminated pursuant to the Commencement
            and Termination Article, to reimburse the Company for unearned
            premium due to the Company;

      (c)   to fund an account with the Company in an amount at least equal to
            the deduction allowed for the reinsurance provided by this
            Agreement, from the Company's liabilities for Policies ceded under
            the Agreement, such amount to include, if applicable, but not be
            limited to, amounts for Net contingency reserves, loss reserves for
            paid, reported and incurred but not reported losses, allocated loss
            adjustment expense reserves and unearned premium reserves; or

      (d)   to pay any other amounts the Company claims are due under the
            Agreement.

All of the foregoing should be applied without diminution because of insolvency
on the part of the Company or Reinsurer.

                                   ARTICLE 22

                            RESERVES AND RISK LIMITS

When a regulatory body of any jurisdiction in which the Company legally operates
or to which it submits its statutory financial statements requires as a
condition to credit for the reinsurance provided by this Agreement that the
Reinsurer establish and maintain certain reserves (including but not limited to
contingency, unearned premium, loss and loss expense reserves upon the
liabilities ceded under this Agreement) and risk limits, the Reinsurer shall
establish and maintain those reserves and risk limits. Without limiting the
generality of the foregoing, the Reinsurer hereby acknowledges that in order for
the Company to obtain credit for the reinsurance provided by this Agreement in
determining its reserves and risk limits under the New York and Florida
Insurance Laws, the Reinsurer must establish and maintain a reserve in an amount
equal to the Reinsurer's Proportionate Share of the amount by which the Company
reduces its contingency reserves attributable to the Policies covered by the
Agreement and the Reinsurer agrees to establish such a reserve. The amount of
reserves to be established by the Reinsurer to meet these requirements will be
reported quarterly by the Company pursuant to the Accounts, Reports, and
Payments Article.

                                   ARTICLE 23

                                 CONFIDENTIALITY

As a condition to receiving any information from MBIA with respect to any Policy
(the "MBIA Information") the Reinsurer agrees to: (i) hold and treat the MBIA
Information in strict confidence, (ii) use it solely for the purpose of its
reinsurance pursuant to this Agreement, (iii) take all reasonable measures to
keep the MBIA Information secret and confidential, (iv) disclose the MBIA
Information only to (a) those officers, directors, employees, advisors, legal
counsel

                                       22
<PAGE>

and auditors (collectively, "Representatives") who "need to know" in order to
evaluate the transactions contemplated by this Agreement, (b) any rating agency
in connection with their rating of the Reinsurer, (c) regulatory authorities
having applicable jurisdiction over the Reinsurer or the transaction to which
such MBIA Information relates, but only as may be required or requested by such
regulatory authorities, and (d) as may be necessary or appropriate in connection
with any retrocession; provided, that (1) in the case of disclosure pursuant to
(a) - (d) above the Reinsurer will inform such Representatives or other persons
set forth in this clause (iv) that the MBIA Information in confidential and
direct them to keep it confidential, and (2) in the case of disclosure pursuant
to (d) above, receipt by the Reinsurer, which will be made available to MBIA
upon request of a written obligation of confidentiality that covers the MBIA
Information from any proposed retrocessional reinsurer containing provisions
substantially similar to those set fort in this paragraph, and further that the
Reinsurer shall remain liable hereunder for any breach by such prospective
retrocessional reinsurer, and (v) not disclose or otherwise make available any
of the MBIA Information to any third party, except as set forth in (iv) above
without MBIA's written consent. Notwithstanding anything contained herein to the
contrary, any MBIA Information which is in the public domain (through no breach
of this paragraph by Reinsurer or any of its Representatives of the obligations
set forth in this paragraph), (2) was lawfully in Reinsurer's or any of its
Representatives' possession at the time of disclosure; or (3) MBIA Information
which was lawfully received from a third party that, to the Reinsurer's or any
of its Representatives' knowledge, was not under an obligation of
confidentiality, directly or indirectly, to MBIA will not be deemed
confidential. If the Reinsurer is requested or required in connection with a
judicial or governmental proceeding or by applicable law or regulation to
disclose any MBIA Information, unless prohibited by applicable law, court order,
subpoena or similar legal process, the Reinsurer shall provide MBIA with timely
notice of such request so that MBIA can seek, at MBIA's expense, an appropriate
protective order. It is understood and agreed that MBIA would be irreparably
injured by a breach of these conditions, that money damages would not be a
sufficient remedy for any breach, and that, in addition to MBIA's remedies
available at law for losses, claims, damages, liabilities or expenses suffered
or incurred in connection with a breach of this Confidentiality provision, or in
equity, MBIA will be entitled to seek, and to obtain, specific performance and
injunctive or other equitable relief as a remedy for any breach.

                                   ARTICLE 24

                                     OFFSET

Each party hereto shall have, and may exercise at any time and from time to
time, the right to offset any balance or balances, whether on account of Net
Premiums or on account of Net Losses or otherwise, due from such party to the
other party hereto under this Agreement or under any other reinsurance agreement
heretofore or hereafter entered into by and between them, and may offset the
same against any balance or balances due or to become due to the former from the
latter under the same or any other reinsurance agreement between them. The party
asserting the right of offset shall have and may exercise such right whether the
balance(s) due or to become due to such party from the other are on account of
premiums or on account of Losses or otherwise and regardless of the capacity,
whether as assuming reinsurer or as ceding company, in which each party acted
under this Agreement. In the event of the insolvency of a party hereto,

                                       23
<PAGE>

offsets shall be allowed only in accordance with the provisions of Section 7427
of the Insurance Law of the State of New York.

                                   ARTICLE 25

                                  GOVERNING LAW

This Agreement shall be governed by the laws of the State of New York.

                                   ARTICLE 26

                                  PARTICIPATION

The Reinsurer's Percentage Share:

<TABLE>
<CAPTION>
BUSINESS CLASSIFICATION     REINSURER'S PERCENTAGE SHARE
-----------------------     ----------------------------
<S>                         <C>
[ * ]                                [ * ]%

[ * ]                                [ * ]%
[ * ]                                [ * ]%
[ * ]                                [ * ]%
[ * ]                                [ * ]%
[ * ]                                [ * ]%
[ * ]                                [ * ]%
</TABLE>

*Confidential treatment requested for redacted portion.

                                   ARTICLE 27

                                   ASSIGNMENT

The Reinsurer may not assign any of its rights or obligations hereunder without
the prior written consent of the Company.

                                   ARTICLE 28

                                     NOTICE

Except as otherwise expressly provided herein, all notices, requests, demands,
instructions, consents or other communications provided for hereunder shall be
in writing and delivered or mailed by registered or certified mail or by
overnight courier or by facsimile communication, in each case prepaid and
addressed to the intended recipient at its address for notices specified in
paragraph B of this Article.

All notices, requests, demands, consents, approvals or other communications
under this Agreement shall be addressed as follows (or to any other address as
may be designated in writing by the recipient):

                                       24
<PAGE>

If to the Company:

                  MBIA Insurance Corporation
                  113 King Street
                  Armonk, New York 10504
                  Attention: Reinsurance Group
                  Facsimile: (914) 765-3410
                  Telephone: (914) 765-3046

                  With a copy to the Company's General Counsel.

If to the Reinsurer:

                  RAM Reinsurance Company Ltd
                  RAM Re House
                  46 Reid Street
                  Hamilton HM 12
                  Bermuda
                  Attention: Chief Risk Manager
                  Facsimile: (441) 296-6509
                  Telephone: (441) 296-6501

                  With a copy to the Company's General Counsel.

The Company and Reinsurer shall provide each other, with wiring instructions
promptly after execution of this Agreement and at the time of any change in such
instructions.

                                       25
<PAGE>

IN WITNESS WHEREOF the parties hereto, by their respective duly authorized
officers, have executed this COMPREHENSIVE AUTOMATIC TREATY REINSURANCE
AGREEMENT, in triplicate, as of the dates recorded below:

ACCEPTED:\

At: Hamilton, Bermuda

Reinsurer:                               RAM Reinsurance Company Ltd.

Authorized Signature:                    __________________________________

Date:                                    __________________________________

At: Armonk New York

Company:                                 MBIA Insurance Corporation

Authorized Signature:                    __________________________________

Date:                                    __________________________________

Company:                                 MBIA Assurance S.A.

Authorized Signature:                    __________________________________

Date:                                    __________________________________

Company:                                 MBIA UK Insurance Limited

Authorized Signature:                    __________________________________

Date:                                    __________________________________

Company:                                 Capital Markets Assurance Corporation

Authorized Signature:                    __________________________________

Date:                                    __________________________________

                                       26