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                                                                 EXHIBIT 10.5(a)

                       SOUTHERN STATES INSURANCE EXCHANGE
                                    of which
                   SOUTHERN STATES UNDERWRITERS, INCORPORATED
                   6606 West Broad Street, Richmond, Virginia
                                       is
                                ATTORNEY-IN-FACT

                                ________________

                  SUBSCRIBER'S AGREEMENT AND POWER OF ATTORNEY


     The undersigned (the "Undersigned") and certain other parties who have
executed agreements identical to this Agreement (all of whom with the
Undersigned, when insured through the reciprocal insurer established hereunder,
are hereinafter collectively referred to as the "Subscribers") desire to engage
in interinsurance or in exchanging contracts of insurance on the reciprocal
plan, and to accept, cede, and retrocede reinsurance of any risks permitted by
law, through an attorney-in-fact having authority to obligate the Subscribers
personally on contracts of insurance or reinsurance ("insurance contracts") made
with any of the Subscribers as a policyholder or with other insureds or
reinsureds, it being understood that no such other insured or reinsured will be
deemed to be a Subscriber by virtue of being an insured or reinsured, and it
being further understood that no person or entity ceding reinsurance to or
purchasing or assuming reinsurance from the insurance reciprocal established
hereunder will be deemed to be a Subscriber by virtue of any such transaction.
It is the intent and purpose of this Subscriber's Agreement and Power of
Attorney (this "Agreement") to vest in an attorney-in-fact the power necessary
to enable the Subscribers to achieve this objective.

     Accordingly, and in consideration of the execution of agreements identical
to this Agreement by other Subscribers and of the execution of this Agreement by
the Attorney-in-Fact (identified in Article V below), the Undersigned hereby
joins the other Subscribers to constitute the SOUTHERN STATES INSURANCE EXCHANGE
(the "Reciprocal"), a domestic reciprocal insurer organized and licensed under
the laws of Virginia, with this Agreement setting forth the rights, privileges,
and obligations of the Subscribers as underwriters and as policyholders, and the
powers and duties of the Attorney-in-Fact, all of which is hereby made subject
to the requirements of applicable law.

I.   CLASSES OF SUBSCRIBERS; VOTING RIGHTS

     Each Subscriber shall be deemed to be either a Class I Subscriber or a
Class II Subscriber. Each Subscriber which is a cooperative association, as
determined by the Advisory Committee (described in Article IV below), shall be
deemed to be a Class I Subscriber, and all other Subscribers shall be deemed to
be Class II Subscribers. Class I Subscribers shall have the sole power to vote
in the election of the Advisory Committee, the removal by Subscribers of members
of the Advisory Committee, or any other affairs of the Reciprocal which the
Advisory Committee may put to a vote of the Subscribers, and only Class I
Subscribers will be entitled to notice of, or to attend, any annual or special
meeting of the Subscribers. On all matters on which the Subscribers are entitled
to vote, each Class I Subscriber shall be entitled to one vote per $100 of the
annual net premiums paid by such Subscriber during the calendar year immediately
preceding the date of such vote. Proxy voting is permitted. There will be no
fractional votes.
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II.  SUBSCRIBER'S LIMITED LIABILITY AS AN INTER-INSURER

     1.   Contingent Assessment Liability. The liability for each Subscriber
subject to assessment for the obligations of the Reciprocal shall not be joint,
but shall be individual and several. Each Subscriber subject to assessment shall
have a contingent assessment liability for payment of actual losses and expenses
incurred while such Subscriber's policy (or policies) is or was in force, but no
Subscriber shall be assessed or charged with an aggregate or contingent
liability on any one policy for obligations incurred by the Reciprocal in any
one calendar year in excess of one times the earned premium on such policy.

     2.   Assessments. Assessments may be levied from time to time upon the
Subscribers, (i) other than as to nonassessable policies, by the Attorney-in-
Fact upon the prior approval of the Advisory Committee, to the extent permitted
by applicable law, or (ii) as otherwise required by applicable law. Each
Subscriber's share of a deficiency for which an assessment is made, not
exceeding in any event such Subscriber's maximum aggregate contingent liability
as set forth in Section 1 of this Article, shall be computed by applying to the
premiums earned on the Subscriber's policy or policies during the period to be
covered by the assessment, the ratio of the total deficiency to the total
premiums earned during such period upon all policies subject to the assessment.
In computing the earned premiums for the purposes of this section, the gross
premium received by the Reciprocal for a policy shall be used as a base,
deducting therefrom only charges not recurring upon the renewal or extension of
the policy. No Subscriber shall have an offset against any assessment for which
he is liable on account of any claim for unearned premium or losses payable.

     3.   Time Limit for Assessment. Unless otherwise provided by applicable
law, every Subscriber having contingent liability shall be liable for and shall
pay his share of any assessment as computed and limited in accordance with this
Article if, while such Subscriber's policy is in force or within one year after
its termination, such Subscriber is notified by the Attorney-in- Fact or the
Virginia State Corporation Commission or the receiver of its intention to levy
such assessment, or if delinquency proceedings are commenced against the
Reciprocal under the provisions of chapter 3 of Title 38.1 of the Virginia Code
while such Subscriber's policy is in force or within one year after its
termination.

     4.   Non-assessable Policies. When, in the judgment of the Advisory
Committee, sufficient reserves for the payment of losses have been accumulated
to make possible the issuance of non-assessable policies, the Advisory Committee
may direct the Attorney-in-Fact to apply to the regulatory bodies of the states
in which the Reciprocal is duly licensed to transact insurance for the necessary
authorization (i) to reduce or extinguish the contingent liability of the
Subscribers under the Reciprocal's policies then in force in such states and
(ii) to omit provisions imposing contingent liability in all policies delivered
or issued for delivery in such states.

III. MEETINGS OF CLASS I SUBSCRIBERS

     1.   Annual Meetings. The annual meetings of the Class l Subscribers shall
be held annually, on the day and at the place, hour, and location in the state
of Virginia designated by the Advisory Committee. Only Class I Subscribers shall
be entitled to notice of, and to attend, annual meetings.

     2.   Special Meetings. Special meetings of the Class I Subscribers may be
called by the Attorney-in-Fact or the Advisory Committee. Only Class I
Subscribers shall be entitled to notice of, and to attend, special meetings.
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     3.   Quorum. The presence in person or by proxy of a majority of the votes
of Class I Subscribers at any annual or special meeting of the Class I
Subscribers shall constitute a quorum for the transaction of business.

     4.   Notice of Meetings. Written notice stating the place, day, and hour of
every meeting of the Subscribers (and, in case of a special meeting, the purpose
or purposes for which the meeting is called) shall be given to each Class I
Subscriber not less than ten nor more than fifty days previous thereto, either
personally or by mail, by or at the direction of the Secretary of the Advisory
Committee to each Class I Subscriber. Meetings may be held without notice if all
of the Class I Subscribers are present in person or by proxy or if notice is
waived by those Class I Subscribers not present, either before or after such
meeting. If the notice is mailed, such notice shall be deemed to be given when
deposited in the United States mail addressed to the Class I Subscriber at its
address as it appears on the records of the Reciprocal.

     5.   Action Without a Meeting. Any action which is required or which may be
taken at a meeting of the Class I Subscribers may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be signed by all
of the Class I Subscribers.

IV.  ADVISORY COMMITTEE

     1.   Membership. There shall be an Advisory committee of not less than six
(6) nor more than fifteen (15) persons. Not less than three-fourths of such
Committee shall be composed of Class I Subscribers or representatives of the
Class I Subscribers other than the Attorney-in-Fact or any person employed by,
representing, or having a financial interest in the Attorney-in-Fact. At each
Annual Meeting of the Subscribers, the Class I Subscribers will determine the
size of the Advisory Committee, and the members of the Advisory Committee will
be elected by a majority of the votes of those Class I Subscribers present or
represented by proxy at the Meeting. Each member shall be elected for a term of
one year and shall serve until his successor is elected and qualified, or until
such member resigns or is removed by the Class I Subscribers or by the Advisory
Board, or until such member's membership ceases automatically as provided in
Section 4 of this Article.

     2.   Quorum. A majority of the members of the Advisory Committee shall
constitute a quorum for the transaction of business.

     3.   Action Without a Meeting. Any action which may be taken at a meeting
of the Advisory Committee may be taken without a meeting if a consent in
writing, setting forth the action so taken. shall be signed by all of the
members of the Advisory Committee.

     4.   Vacancies. Any vacancies on the Advisory Committee occurring between
annual meetings of the Subscribers shall be filled for the unexpired portion of
the term by the remaining members of the Advisory Committee, except that
vacancies caused by the removal of members by the Class I Subscribers shall be
filled for the unexpired portion of the term by the Class I Subscribers.

     5.   No Uninsured Members. In case the Reciprocal shall for any reason
cease to grant insurance to any Subscriber represented on the Advisory
Committee, such Subscriber and any representative of such Subscriber on the
Advisory Committee shall automatically thereupon cease to be a member of the
Advisory Committee.

     6.   Personal Liability and Indemnification. No members of the Advisory
Committee shall, as such, incur any personal liability for any loss of any kind,
except for such loss arising by reason of his own gross negligence or willful
misconduct. Each person who at any time serves as a member of the Advisory
Committee shall be indemnified by the Reciprocal against any and all liabilities
incurred by
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him in such capacity or arising out of his status as such a member to the
fullest extent permitted under Virginia law, except there shall be no indemnity
against his gross negligence or willful misconduct.

     7.     Powers of the Advisory Committee. In addition to all of the powers
necessary or appropriate to perform its duties hereunder or as required by law,
the Advisory Committee shall have full power and discretion:

     (i)    To adopt regulations applicable to the Attorney-in-Fact, not
            inconsistent herewith, as the Advisory Committee may see fit.

     (ii)   At any time and with or without cause, by a vote of at least three-
            fourths of its members, to suspend the Attorney-in-Fact from its
            functions or remove it from the office of Attorney-in-Fact and
            terminate its powers.

     (iii)  To fix the amount of travel expenses to be allowed for attendance at
            meetings of the Advisory Committee or of sub-committees thereof, and
            to fix reasonable compensation to Advisory Committee members for
            time spent on behalf of the Reciprocal.

     (iv)   To appoint such sub-committees of the Advisory Committee as shall be
            necessary or appropriate and delegate to such sub-committees
            authority to exercise any or all of its own powers.

     (v)    To place limitations on the authority of the Attorney-in-Fact to
            transact insurance on behalf of the Reciprocal.

     (vi)   to modify the terms of this Subscribers Agreement jointly with the
            Attorney-in-Fact; provided that no such modification shall be
            effective retroactively, nor as to any insurance contract issued
            prior thereto.

     (vii)  To call special meetings of the Subscribers.

     (viii) To disqualify any Subscriber to act further as such for failure to
            pay assessments or for acts detrimental to the interests of the
            Reciprocal.

     (ix)   To remove any member of the Advisory Committee, with or without
            cause. by vote of a majority of the Advisory Committee.

     8.     Duties of the Advisory Committee. The Advisory Committee shall have
the following duties.

     (i)    To supervise the finances of the Reciprocal and the Reciprocal's
            operations to such extent as to assure their conformity with this
            Agreement.

     (ii)   To supervise and direct the management of the business and affairs
            of the Reciprocal, subject to any limitations set forth in this
            Agreement or in applicable law.

     (iii)  To fix the times and places of its own meetings.

     (iv)   To elect a Chairman, Vice-Chairman, and Secretary.

     (v)    To fix, by mutual agreement with the Attorney-in-Fact, the
            management fee of the Attorney-in-Fact for its services in
            fulfilling its obligations hereunder, provided such fees shall not
            exceed during any one year ten percent (10%) of all revenues
            received or due on premiums and investment income during such year,
            with no deduction being made from such premiums and investment
            income for any costs or expenses of the Reciprocal (including, by
            way of example rather than limitation, costs of reinsurance).
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       (vi)   To direct the Attorney-in-Fact in the safeguarding of all moneys
              and other assets and in the making and changing of investments.

       (vii)  To determine proper investments for funds of the Reciprocal not
              necessary for the day-to-day business of the Reciprocal, and to
              contract with investment advisors and consultants for the
              management of the Reciprocal's investment portfolio.

       (viii) To cause proper notice of each annual meeting of Subscribers (and
              of each special meeting of Subscribers called by it or by the
              Attorney-in-Fact) to be mailed by the Secretary to every Class I
              Subscriber.

       (ix)   To select qualified auditors to audit the books and accounts of
              the Attorney-in-Fact and the Reciprocal whose report shall be
              given to the Advisory Committee.

       (x)    To fill any vacancy which may occur in the office of
              attorney-in-fact at any time by selecting and appointing a
              successor and executing thereto in the name and on behalf of each
              Subscriber a power of attorney, designation, or other instrument
              as may be necessary or proper to enable such successor to act as
              attorney-in-fact with all the powers and duties herein given to
              the Attorney-in-Fact, without any further action on the part of
              the Undersigned; and the Advisory Committee will mail to all the
              Subscribers timely notice of each and every such change.

       (xi)   To fill for the unexpired term any vacancy which may occur in the
              Advisory Committee.

       (xii)  To determine annually the amount of, and to direct the
              Attorney-in-Fact to establish and maintain, a special surplus
              reserve hereinafter referred to as the "Reserve for
              Contingencies".

       (xiii) To contract, subcontract, or otherwise enter into contracts or
              agreements, for the purpose of securing and obtaining such
              services, consultation, and advice, as it may deem necessary or
              desirable in fulfilling its obligations under this Agreement.

V.     ATTORNEY-IN-FACT

       1.   Appointment. The Undersigned hereby appoints Southern States
Underwriters, Incorporated ("Underwriters"), a Virginia corporation with its
principal place of business in the Southern States Building, 6606 West Broad
Street, Richmond, Virginia (Henrico County), its attorney-in-fact (when acting
in its capacity as attorney-in-fact for the Subscribers, Underwriters and each
successor to the office of attorney-in-fact are herein referred to as the
"Attorney-in-Fact"), with the powers and duties set forth herein. The scope of
this appointment is limited to the purposes contemplated by this Agreement. In
case of the dissolution, resignation, suspension, removal, or withdrawal of
Underwriters as Attorney-in-Fact the Advisory Committee shall appoint a
successor Attorney-in-Fact.

       2.   Powers and Duties. The Attorney-in-Fact shall manage the Reciprocal,
subject to the supervision of the Advisory Committee, and shall have the power
to act for and bind the Subscribers in all transactions relating to or arising
out of the operations of the Reciprocal. In addition, the Attorney-in-Fact shall
have all of the powers and responsibilities set forth herein or set forth in the
policies and directives of the Advisory Committee, as well as the power to
perform or execute on behalf of the Reciprocal, in its name or otherwise, any
other act or thing or writing in relation to any transaction by the Reciprocal
which is or may be necessary to carry out the purposes set forth in this
Agreement. Without limiting the generality of the foregoing, the Attorney-in-
Fact shall have the following powers and duties:

       (i)  To prepare insurance contracts with such terms as it deems proper.
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       (ii)   To sign  insurance  contracts in its own name as acting for all of
              the Subscribers, or in the name of the Reciprocal on behalf of the
              Subscribers, for any kinds of insurance permitted in Article VI of
              this Agreement.

       (iii)  To issue  insurance  contracts  on  behalf  of the  Reciprocal  to
              Subscribers and to other persons and entities.

       (iv)   To  accept,  retrocede,  and  cede  on  behalf  of the  Reciprocal
              reinsurance;  provided, however, that the terms of all reinsurance
              to  be  accepted  shall  be  subject   (either   collectively   or
              individually)   to  approval  or   ratification  by  the  Advisory
              Committee.

       (v)    To accept  service of process on behalf of the  Reciprocal  and to
              appoint the Secretary of the  Commonwealth  and his  successors in
              office,  as well as the  appropriate  officials of other states in
              which  the  Reciprocal  is  or  becomes   authorized  to  transact
              business,  as agent of the Reciprocal  upon whom may be served all
              lawful process against or notice to the Reciprocal.

       (vi)   To bind risks by temporary binder.

       (vii)  To  adjust,  settle,  and pay any loss  covered  by any  insurance
              contract issued by the Reciprocal,  by compromise or otherwise; to
              receive and give all notices;  to receive proofs of loss, agree to
              appraisals,  and  recover  amounts  due the  Reciprocal  under all
              insurance contracts.

       (viii) To acknowledge or contest any claim that may be made on account of
              any insurance contracts issued by the Reciprocal,  to retain legal
              counsel,  and  to  defend,  compromise,  or  settle  any  suit  or
              proceeding  that may be brought  against the Reciprocal on account
              of such contracts, and to enter into such other arrangements which
              in its judgment  shall be expedient to prevent a  multiplicity  of
              suits or to minimize expenses.

       (ix)   To  enforce,  in  its  own  name  or  otherwise,  the  payment  or
              performance  of any  obligation,  of any kind  whatsoever,  of any
              person or entity to the Reciprocal;  and to institute,  prosecute,
              defend,  compromise, and settle, in its own name or otherwise, any
              suit or other legal  proceeding  arising out of the  operations of
              the Reciprocal.

       (x)    To endorse all checks, drafts, and other papers drawn to the order
              of the  Reciprocal  and  deposit  the same to its  account as such
              Attorney-in-Fact,  and  disburse  from such funds all claims under
              insurance  contracts  issued by the  Reciprocal,  and  expenses to
              settle such claims.

       (xi)   To offset any dividend,  distribution,  money, credit, balance, or
              any other  payment or  obligation  of any kind  whatsoever  due or
              credited to a Subscriber or a former Subscriber or an insured or a
              reinsured,  or to any account of any of them,  against amounts due
              the Reciprocal by such Subscriber, former Subscriber,  insured, or
              reinsured, or against debits or deficit balances in any account of
              any of them.

       (xii)  To maintain a reserve fund of not less than that required by law.

       (xiii) To execute and file any and all instruments and papers, and do any
              and all acts,  required by the laws of Virginia or any other state
              in which the Advisory  Committee  determines  that it is desirable
              for the  Reciprocal  to be  licensed  or  authorized  to  transact
              business.

       (xiv)  Before  resigning,  to give to the  Advisory  Committee  at  least
              ninety (90) days' written notice of its intention so to do.
<PAGE>

        (xv)   At its option, to delegate in writing any or all of the powers
               and duties hereby conferred upon it, at any time and from time to
               time, to one or more Deputies and/or Assistant Deputies (who may
               be either persons, firms, or corporations) nominated by it,
               provided that the Advisory Committee shall first approve such
               nominations. The powers of any Deputy or Assistant Deputy shall
               be subject to revocation by the Advisory Committee or by the
               Attorney-in-Fact at any time upon written notice to such Deputy
               or Assistant Deputy (and, in the case of revocation by the
               Advisory Committee, to the Attorney-in-Fact). In the event the
               Attorney-in-Fact shall, as permitted herein, delegate all of its
               powers and duties hereunder, then, upon approval by the Advisory
               Committee, the management fee to be paid to the Attorney-in-Fact
               hereunder may be withdrawn from the funds of the Reciprocal by
               such Deputy, but only to the extent the Attorney-in-Fact would
               have otherwise been permitted hereunder to withdraw such funds to
               cover such fee.

       (xvi)   To pay to each member of the Advisory Committee the allowance for
               traveling expenses incident to attendance at Advisory Committee
               meetings and such other fees or allowances as may be prescribed
               by the Advisory Committee.

       (xvii)  To comply with all applicable bond or other requirements imposed
               upon the Attorney-in-Fact under Virginia law or under the law of
               any other state in which the Reciprocal is duly licensed to
               transact insurance, or as may be prescribed by the Advisory
               Committee.

       (xviii) To account for all moneys and other property of the Reciprocal
               coming into its hands, and to refrain from withdrawing or
               appropriating for its own use from the funds of the Reciprocal
               any moneys or property to which it is not entitled under this
               Agreement.

        (xix) To pay  out of  the  funds  of the  Reciprocal  all  expenses  and
              disbursements  of  every  kind  and  character   incident  to  the
              Reciprocal's   administration   and  the   exchange  of  insurance
              contacts,  including  but not  limited  to the costs of  securing,
              issuing,  exchanging and administering  insurance  contracts,  the
              cost of reinsurance,  collection  expenses,  investment  expenses,
              losses. damages,  judgments,  court costs, legal expenses,  losses
              adjustment  expenses,  license fees, taxes,  inspection  expenses,
              annual meeting  expenses,  and expenses for audits,  examinations,
              rating bureaus,  and insurance,  trade and service  organizations;
              provided,  however,  that the Attorney-in-Fact must pay out of its
              own funds all customary  office and business  expenses  (including
              but not limited to wages paid to employees, fees paid to deputies,
              rent, printing, stationery, and postage) and all expenses incurred
              in connection  with bonds and other legal  requirements  affecting
              the ability of the Attorney-in-Fact to serve in such capacity.

       (xx)   To deduct for itself  from the funds of the  Reciprocal  an annual
              management  fee,  to  the  extent  and  at  such  times  expressly
              permitted by the Advisory Committee.

       (xxi)  To contract,  subcontract,  or otherwise  enter into  contracts or
              agreements,  at its own  expense,  for the purpose of securing and
              obtaining such services,  consultation, and advice, as it may deem
              necessary or desirable in fulfilling  its  obligations  under this
              Agreement.

       Each of the foregoing powers and duties of the Attorney-in-Fact shall be
subject to the limitations thereon placed by the Advisory Committee, by other
provisions of this Agreement, or by applicable law.

VI.    CONTRACTS OF INSURANCE

       The   Attorney-in-Fact,   while  acting  as   Attorney-in-Fact   for  the
Subscribers, is authorized to transact on behalf of the Reciprocal any or all of
the classes of insurance (including  reinsurance) which a reciprocal insurer may
be permitted to transact  under the law of the states in which the Reciprocal is
<PAGE>

duly licensed to transact  insurance.  subject to the limitations placed on this
authority by the Advisory Board;  provided,  however,  that the Attorney-in-Fact
may not transact such business on behalf of the Reciprocal  except in conformity
with applicable law.

VII.   GENERAL PROVISIONS

       1.  Distribution. All savings resulting from the operation of the
Reciprocal, calculated after setting aside the reserves and surplus required by
applicable law together with the Reserve for Contingencies and such additional
reserves for losses and other funds as shall be determined by the Advisory
Committee to be necessary or desirable, may be allocated between classes of
Subscribers, and among the Subscribers of a class on an equitable basis by lines
of insurance, and credited to the Subscriber's individual surplus accounts or
returned to the Subscribers, at such times and in such manner as the Advisory
Committee shall determine in its sole discretion.

       2.  Termination of Subscribership. The Undersigned may revoke this
Agreement at any time upon written notice to the Attorney-in-Fact. Upon such
revocation, or upon the termination or cancellation (whether by the Undersigned
or otherwise) of all of the Undersigned's insurance contracts issued by the
Reciprocal, or upon the disqualification of the Undersigned as a Subscriber by
the Advisory Committee, the Undersigned will immediately cease to be a
Subscriber, in which event the Undersigned shall cease to assume any liability
as an insurer on any insurance contract issued after the date its subscribership
ceases, it being understood that the terms of the Agreement and provisions of
law applicable to insurance contracts issued prior to such date shall remain in
full operation and effect as to the Undersigned.

       3.  Settlement of Accounts After Termination. In the event of a
termination of a subscribership, the Attorney-in-Fact shall close the former
Subscriber's account and return to such former Subscriber, as provided in this
Section and subject to offset by the Attorney-in-Fact, the unexpended portion of
the former Subscriber's premium deposit and surplus accounts as such accounts
then stand; provided, however, that such accounts shall be adjusted subsequent
to such termination for any claims, losses, or other expenses attributable to
the policy period for which such Subscriber is responsible notwithstanding
termination of subscribership. The Attorney-in-Fact shall return the amount of
such adjusted accounts to the former Subscriber at such time or over such period
of time as may be selected by the Advisory Committee; provided, however, that
such amounts shall be returned by the end of the third calendar year following
the date of the termination of subscribership: provided, further, in any event,
that if such payment would reduce the funds of the Reciprocal to an amount less
than the sum of the legal reserve, the Reserve for Contingencies, the surplus
required by law, and such additional surplus as the Advisory Committee deems
prudent to the financial condition of the Reciprocal, then such payment shall be
deferred until it can be made without so reducing such funds. If the former
Subscriber's pro rata share of the Reciprocal's reserve for losses account is
represented by a debit or deficit balance, such amount shall be deducted from
any funds due him or, in case such funds are insufficient, the former Subscriber
will pay over to the Attorney-in-Fact the amount of such deficiency upon demand.
In no event shall a former Subscriber receive any distribution or any payment
for credits, surplus, savings, or reserves so long as a claim against such
former Subscriber is outstanding and unpaid, unless otherwise directed by the
Advisory Committee.

       4. Conflicts With Applicable Law; Savings Clause. If any provision or
portion of this Agreement conflicts with, or is in any way inconsistent with,
applicable law, then such provision or portion shall be interpreted in a manner
that is consistent with such law and, given this constraint, in a manner that is
as consistent as possible with the intent of this Agreement. If any provision or
portion of
<PAGE>

this Agreement is held to be invalid or unenforceable, such invalidity or
unenforceabiIity shall not affect or impair the remainder of this Agreement

       5.  Pronouns. Any personal pronoun used herein to refer to the Attorney-
in-Fact shall apply regardless of whether the Attorney-in-Fact is a firm,
corporation, or one or more individuals.

       6.  Headings. Headings used in this Agreement are for convenience only
and shall not affect the construction of this Agreement.

       7.  Governing Law. This Agreement shall be interpreted under and governed
by the laws of the Commonwealth of Virginia.

       8.  Covenant to Perform; Ratification. In consideration of the premises,
the Undersigned covenants that it will fully and faithfully carry out execute,
and perform everything which the Attorney-in-Fact shall by virtue hereof bind
it, and in the same manner the Undersigned hereby ratifies all that the
Attorney-In-Fact may lawfully do or cause to be done by virtue hereof.

       The following signature evidences the agreement of the Undersigned to the
terms of this Agreement.



                                               _________________________________

                                               By_______________________________

                                                 Its ___________________________

Dated:________________


     In consideration of the execution of this Agreement by the party whose
signature appears above, Southern States Underwriters, Incorporated agrees to
the terms of this Agreement.

                                               SOUTHERN STATES UNDERWRITERS,
                                               INCORPORATED


                                               By_______________________________

                                                 Its ___________________________

Dated:________________