EMPLOYERS REINSURANCE CORPORATION

                                  WHOLE ACCOUNT
                      AGGREGATE EXCESS OF LOSS RETROCESSION
                              REINSURANCE AGREEMENT



ARTICLE                                                                    PAGE
-------                                                                    ----

1    BUSINESS COVERED                                                        2
2    TERM                                                                    3
3    EXTENDED EXPIRATION                                                     3
4    TERRITORIAL SCOPE                                                       3
5    WARRANTY                                                                3
6    EXCLUSIONS                                                              4
7    AGGREGATE RETENTION                                                     5
8    COVERAGE                                                                5
9    AGGREGATE LIMIT                                                         6
10   CO-PARTICIPATION                                                        6
11   DEFINITIONS                                                             6
12   NET RETAINED LINES                                                     12
13   REINSURANCE PREMIUMS                                                   12
14   INITIAL REINSURANCE MARGIN                                             14
15   ADDITIONAL REINSURANCE MARGIN                                          14
16   CEDING COMMISSION                                                      15
17   CURRENCY                                                               15
18   TAXES                                                                  16
19   REPORTS AND PREMIUM SETTLEMENTS                                        16
20   ULTIMATE NET LOSS SETTLEMENTS                                          17
21   NOTIONAL PROFIT SHARING ACCOUNT AND
     CONTINGENT TRANSFER OF ADDITIONAL COLLATERAL                           18
22   ADDITONAL CONSIDERATION                                                19
23   EXCESS OF POLICY LIMITS                                                19
24   EXTRA CONTRACTUAL OBLIGATIONS                                          19
25   OFFSET                                                                 21
26   COMMUTATION                                                            21
27   PROFIT SHARING                                                         22
28   CHANGE IN ADMINISTRATIVE PRACTICES                                     22
29   ERRORS AND OMISSIONS                                                   23
30   ACCESS TO RECORDS                                                      23
31   INSOLVENCY                                                             23
32   ARBITRATION                                                            24
33   SECURITY                                                               26
34   MIX OF BUSINESS                                                        29
35   GOVERNING LAW                                                          29
36   PARTIES TO THIS AGREEMENT                                              30
37   ENTIRE AGREEMENT                                                       30
38   INTEREST AND LIABILITIES                                               30
39   INTERMEDIARY                                                           30
40   PROPORTION                                                             31

                                     Page 1

<PAGE>


                                  WHOLE ACCOUNT
                      AGGREGATE EXCESS OF LOSS RETROCESSION
                              REINSURANCE AGREEMENT

                  (hereinafter referred to as the "Agreement")


                                    issued to

                        EMPLOYERS REINSURANCE CORPORATION
                              Overland Park, Kansas
                               (hereinafter "ERC")

                           GE REINSURANCE CORPORATION
                              Barrington, Illinois
                              (hereinafter "GE Re")

                                       and

                GE FRANKONA RUCKVERSICHERUNGS-ATKIENGESELLSCHAFT
                                 Munich, Germany
                           (hereinafter "GE Frankona")

             (hereinafter referred to collectively as the "Company")

                                       by

                UNDERWRITERS REINSURANCE COMPANY (BARBADOS) INC.
                       Warrens, St. Thomas, Barbados, W.I.

                  (hereinafter referred to as the "Reinsurer")



                                    ARTICLE 1
                                    ---------

BUSINESS COVERED
----------------

In consideration of the payment of premium and subject to the terms, conditions,
and limitations of this Agreement, the Reinsurer agrees to indemnify the Company
with respect to the Subject  Ultimate Net Losses which may accrue to the Company
as a result of losses  occurring  and claims  made  during the Term,  all as per
underlying  policies  and binders of  insurance,  facultative  certificates  and
programs  of  Reinsurance  Agreements   (hereinafter  referred  to  as  "Subject
Business")  as respects  all classes of business  underwritten  by the  Company,
including  the  2002  Accident  Year  Whole  Account  Aggregate  Excess  of Loss
Coverages  Written by the Company for the Affiliated  Companies,  all subject to
the terms,  conditions,  and exclusions of this Agreement.

                                     Page 2

<PAGE>

The Company may also include this coverage for newly acquired affiliates up to a
maximum of $XXX.X  million of  additional  affiliate  Aggregate  Limit.  In such
event,  the Company and the Reinsurer  will  mutually  agree to an adjustment to
premium.


                                    ARTICLE 2
                                    ---------

TERM
----

This Agreement shall apply to losses occurring and claims made during the period
commencing  on January 1, 2002 and  expiring on  December  31,  2002,  both days
inclusive,  Local  Standard Time at the place where the loss occurs or the claim
is made.


                                    ARTICLE 3
                                    ---------

EXTENDED EXPIRATION
-------------------

Should this Agreement expire while a Property Catastrophe Loss covered hereunder
is in progress,  the Reinsurer shall be responsible for the Property Catastrophe
Loss in  progress  in the same  manner and to the same extent it would have been
responsible  had the Agreement  expired the day following the  conclusion of the
loss in  progress,  provided  that no part of the Property  Catastrophe  Loss is
claimed against any renewal of this Agreement.


                                    ARTICLE 4
                                    ---------

TERRITORIAL SCOPE
-----------------

The territorial limits of this Agreement shall be identical with those of the
Subject Business.



                                    ARTICLE 5
                                    ---------
WARRANTY
--------

A.   The  Company  warrants  that all current inuring reinsurances, as described
     in Exhibit A attached hereto, shall be in place at XXX% (X percent) through
     their renewal dates. Also, for those inuring reinsurances that renew during
     the Term, the Company  warrants that the renewal capacity for the remainder
     of the Term is the greater of the actual renewal  capacity placed or XX% (X
     percent) of the expiring capacity for such reinsurances which are currently
     in force as of January 1, 2002.

     Notwithstanding the above, the Company shall deem the P&C Americas Re Whole
     Account Excess of Loss layer of $XX.X million per  occurrence,  as detailed
     in Exhibit A attached hereto,  XXX% (X percent) placed and in force through
     the entire Term of this Agreement.

                                     Page 3
<PAGE>

B.   The  Company  warrants  that  Employers  Reinsurance  Corporation  is fully
     authorized by GE  Reinsurance  Corporation  and GE Frankona to act as their
     agent with respect to all matters under this Agreement.


                                    ARTICLE 6
                                    ---------

EXCLUSIONS
----------

This Agreement shall not apply to and specifically excludes:

A.   Nuclear Incident, in accordance with the following clauses:

     1. Nuclear  Incident  Exclusion  Clause - Liability -  Reinsurance - U.S.A.
        (NMA 1590) (BRMA 35A), attached hereto;

     2. Nuclear  Incident  Exclusion  Clause - Physical  Damage -  Reinsurance -
        U.S.A. (NMA 1119) (BRMA 35B), attached hereto;

B.   Nuclear  Energy  Risks  Exclusion  Clause   (Reinsurance)  1984  (Worldwide
     Excluding U.S.A. and Canada) (NMA 1975) (BRMA 34B) attached hereto;

C.   War   Risks,  in  accordance   with   the   War   Risks  Exclusion   Clause
     (Reinsurance) (BRMA 56B) attached hereto;

D.   Insolvency;

E.   Financial Guaranty;

F.   Pools,  Associations and  Syndicates  excluding  IRI Association  business.
     IRI Association business shall mean business underwritten by the IRI profit
     center of Employers Reinsurance Corporation;

G.   Finite  business  underwritten  by  Luxembourg  European  Reinsurance S.A.,
     Luxembourg,  and Irish European Reinsurance Company Ltd., Dublin,  Ireland,
     shall be excluded from  coverage.  Retroactive  and /or  prospective  whole
     account stop loss finite  reinsurances  underwritten  by the Company or its
     Affiliated  Companies  to produce  underwriting  income  for the  Company's
     clients will be excluded from coverage. Accident and Health Finite Business
     shall also be excluded from coverage;

H.   Any  specific  insurance/reinsurance  coverages  outside  of  the Company's
     third party non-GE open market  business in respect of GE exposures  (i.e.,
     no  coverage  for  specific  insurance/reinsurance  written  directly on GE
     exposures);

I.   Life insurance and life reinsurance liability;

J.   Any liability  arising  out of  the U.S. terrorist attacks of September 11,
     11, 2001.

                                     Page 4

<PAGE>

                                    ARTICLE 7
                                    ---------

AGGREGATE RETENTION
-------------------

The Company shall retain net for its own account an Aggregate Retention equal to
XX.XXX% (X point X percent) of the Subject Net Earned  Premium  ("SNEP") for the
Term of this Agreement.

The  Aggregate  Retention of the Company,  the liability of the Reinsurer to the
Company  and all other  benefits  accruing  to the  Company as  provided in this
Agreement, or any amendments hereto, shall apply to the companies comprising the
Company as a group and not separately to each of the companies.


                                    ARTICLE 8
                                    ---------
COVERAGE
--------

The  Reinsurer  shall  indemnify  the  Company  for the paid  portion of Subject
Ultimate Net Loss,  subject to the Aggregate  Limit in Article 9, and subject to
the following coverage layers and retentions:

Layer 1 - Coverage  for Layer 1 shall  equal X.X% (X point X percent) of Subject
Net Earned  Premium,  subject to a maximum of $XXX.XXX  million in excess of the
Aggregate Retention, as per Article 7.

Layer 2 - Coverage  for Layer 2 shall  equal X.X% (X point X percent) of Subject
Net Earned  Premium,  subject to a maximum of $XXX.XXX  million in excess of the
sum of the Aggregate Retention and Layer 1.

Layer 3 - Coverage  for Layer 3 shall  equal X.X% (X point X percent) of Subject
Net Earned  Premium,  subject to a maximum of $XXX.XXX  million in excess of the
sum of the Aggregate Retention, Layer 1 and Layer 2.

Layer 4 - Coverage  for Layer 4 shall  equal X.X% (X point X percent) of Subject
Net Earned  Premium,  subject to a maximum of $XXX.XXX  million in excess of the
sum of the Aggregate Retention, Layer 1, Layer 2 and Layer 3.

Layer 5 - Coverage  for Layer 5 shall  equal X.X% (X point X percent) of Subject
Net Earned  Premium,  subject to a maximum of $XXX.XXX  million in excess of the
sum of the Aggregate Retention, Layer 1, Layer 2, Layer 3, and Layer 4.


                                     Page 5

<PAGE>

                                    ARTICLE 9
                                    ---------

AGGREGATE LIMIT
---------------

The Aggregate  Limit for this Agreement  shall be the lesser of XX.X% (X point X
percent) of Subject Net Earned Premium or $X,XXX.XXX million.

Notwithstanding the Coverage, Aggregate Limit and respective Reinsurance Premium
terms hereon,  the Reinsurer shall not be obligated to pay any further  Ultimate
Net Losses otherwise due to the Company upon the Reinsurer  sustaining a present
value  economic  loss on a paid basis  greater than XX.X% (X point X percent) of
total present value ceded Net Reinsurance Premiums hereon.

Present  value  economic  loss shall be based upon Ultimate Net Loss paid by the
Reinsurer  and Net  Reinsurance  Layer  Premiums  and Net Premiums in Respect of
Shock  Loss  Ultimate  Net  Loss,  if  applicable,  paid by the  Company,  being
discounted  at a X.X% (X  point X  percent)  effective  annual  rate  for  those
Ultimate Net Loss payments made from the Notional  Profit Sharing  Account and a
X.X% (X point X percent)  effective  annual rate for Ultimate Net Loss  payments
made from the Reinsurer  Margin,  and other funds of the Reinsurer,  all back to
inception of this Agreement.


                                   ARTICLE 10
                                   ----------

CO-PARTICIPATION
----------------

Should the Subject Net Earned Premium  exceed  $X,XXX.XXX  million,  the Company
shall  retain a  co-participation  for all coverage  percentages  of Subject Net
Earned Premium as detailed in Article 8 and Article 9.

The co-participation shall equal:

X.XX minus ($X,XXX.XXX million divided by actual Subject Net Earned Premium) for
all Coverage layers.

Co-participation payments will ultimately be calculated using the final value of
Subject Net Earned  Premium  (taking into account all Subject Net Earned Premium
during the Term of this Agreement).  Any co-participation payments made prior to
the  determination  of  such  final  value  shall  be  trued-up  based  on  such
calculation. Any adjustments made based on the final value of Subject Net Earned
Premium are to be payable at the appropriate interest back to inception.

                                     Page 6

<PAGE>

                                   ARTICLE 11
                                   ----------

DEFINITIONS
-----------

A.   "Affiliated  Companies"  -   Affiliated   Companies  shall   mean   Coregis
     Insurance Company, GE Frankona Reinsurance Limited, London, UK (hereinafter
     "GEF -London"),  GE Frankona A/S,  Copenhagen,  Denmark  (hereinafter  "GEF
     -Copenhagen"),  First Specialty Insurance  Corporation,  Medical Protective
     Company  and  Westport  Insurance  Corporation,   and  any  newly  acquired
     affiliates in accordance with Article 1, Business Covered.

B.   "Company" - Whenever  the  word "Company" is  used in this Agreement,  same
     shall be held to include Employers Reinsurance Corporation,  GE Reinsurance
     Corporation and GE Frankona  Ruckversicherungs-Atkiengesellschaft,  each of
     which shall be deemed to be a  "Company"  member.  The first named  company
     hereunder shall be deemed to be the agent of the Company.

C.   "Company  Plan  Shock  Loss  Ultimate  Net  Loss" - Company Plan Shock Loss
     Ultimate Net Loss shall equal the sum of items 1), 2), and 3) below:

     1) X.XX% (X point X percent)  of ERC  Company  only SNEP;  plus
     2) X.XX% (X point X percent) of  GE  Frankona  (Germany) Company only SNEP;
        plus
     3) X.XX% (X point X percent) of GE Re only SNEP

D.   "Defense  and  Cost  Containment  Expense" - Defense  and Cost  Containment
     Expense  as used in this  Agreement  shall  mean  all  expenditures  by the
     Company made in connection with the  disposition of a claim,  loss or legal
     proceeding including but not limited to expenses of salvage and subrogation
     and legal  expenses  of  litigation,  investigation,  negotiation,  cost of
     bonds, court costs,  Statutory  Penalties,  Prejudgment Interest or Delayed
     Damages and post-judgment  interest.  Defense and Cost Containment Expenses
     shall also include the Company's  defense costs and legal expenses incurred
     in direct  connection  with legal  actions,  including  but not  limited to
     declaratory  judgment  actions,  brought  by any  party  to  determine  the
     Company's  defense and/or  indemnification  obligations  that are allocable
     only to policies  and claims  subject to this  Agreement.  Any  declaratory
     judgment action expenses shall be deemed to have been fully incurred on the
     same date as the original claim (if any) giving rise to the action. Defense
     and  Cost  Containment   Expense(s)  shall  also  include  legal  expenses,
     including such expenses related to declaratory  judgment actions,  incurred
     in  connection  with Extra  Contractual  Obligations  and Loss In Excess of
     Original Policy Limits.

     Defense and Cost  Containment  Expenses  shall not  include  the  Company's
     office  expenses  and salaries of  employees  of the  Company,  except:  1)
     reasonable  payments to attorneys on the Company's staff who are engaged in
     the  investigation,  litigation  or  settlement  of  claims,  suits,  legal
     proceedings or losses  reinsured under this Agreement;  2) when the Company
     uses  its own  employees  or  officials,  including  claims  personnel  and
     engineers  to settle  losses,  the Company  shall be permitted to include a
     pro-rata share of reasonable

                                     Page 7
<PAGE>

     expenses  incurred by and salaries related to such employees and officials,
     including claim personnel and engineers.

     The term  "Prejudgment  Interest or Delayed Damages" shall mean interest or
     damages added to a settlement,  verdict,  award,  or judgment  based on the
     amount of time prior to the settlement,  verdict, award or judgment whether
     or not made part of the settlement, verdict, award, or judgment.

     The  Company  warrants  that  allocation  of Defense  and Cost  Containment
     Expenses will remain  consistent while the Agreement is in force and/or the
     Reinsurer is at risk.

     The term  "Statutory  Penalties"  shall mean fines  imposed by  statutes or
     laws.

E.   "Extra   Reinsurance   Premiums" - Extra  Reinsurance  Premiums  shall mean
     Reinsurance  Premiums  payable in  accordance  with  Article 33. Such Extra
     Reinsurance Premiums shall be in addition to Reinsurance  Premiums,  as per
     Article 13.

F.   "GE" - GE  shall  mean  General  Electric  Company,   the  ultimate  parent
     company of ERC, GE Re and GE Frankona.

G.   "Gross  Reinsurance  Premiums" - Gross Reinsurance Premiums  shall mean Net
     Reinsurance Premiums grossed up for a XX% (X percent) Ceding Commission.

H.   "Large  Property  Per  Risk  Ultimate Net Loss" - Large  Property  Per Risk
     Ultimate  Net Loss  shall  mean  Subject  Ultimate  Net  Loss  from any one
     property  per risk loss in  excess of $XX.X  million  to the  Company.  All
     Ultimate  Net Loss  from  ground up for such  losses  shall be deemed to be
     Large Property Per Risk Ultimate Net Loss.

I.   "Net  Reinsurance  Premiums"  -  Net  Reinsurance  Premiums shall  mean Net
     Reinsurance  Layer  Premiums  and Net  Premiums  in  respect  of Shock Loss
     Ultimate Net Loss.

J.   "Non-Property  Catastrophe  Loss"  -  Non-Property  Catastrophe  Loss shall
     mean any  catastrophe  loss  incurred  by the Company  other than  Property
     Catastrophe Loss, as defined below.

K    "Non-Large  Property  Per  Risk Ultimate Net Loss" - Non-Large Property Per
     Risk  Ultimate Net Loss shall mean any  property per risk loss  incurred by
     the  Company  other than Large  Property  Per Risk  Ultimate  Net Loss,  as
     defined above.

L.   "Non-Shock  Loss" - Non-Shock  Loss  as  used  in this Agreement shall mean
     all loss subject to this Agreement other than Shock Loss.

M.   "Non-Shock  Loss  Subject  Ultimate  Net  Loss for  GE Re  and  GE Frankona
     Combined  Limitation"-  Non-Shock Loss Subject  Ultimate Net Loss for GE Re
     and GE Frankona Combined shall be limited to the sum of the following:

     1) Plan Non-Shock Loss Subject  Ultimate Net Loss for GE Frankona of XX.XX%
        (X point X percent) of GE Frankona's underlying SNEP; plus

                                     Page 8
<PAGE>

     2) Plan  Non-Shock  Loss Subject  Ultimate Net Loss for GE Re of XX.XXX% (X
        point X percent) of GE Re's underlying SNEP; plus

     3) $XXX million.

N.   "Non-Terrorism/Non-Terrorist             Related         Liability"       -
     Non-Terrorism/Non-Terrorist  Related Liability shall mean any loss incurred
     by the Company other than Terrorism/Terrorist Related Liability, as defined
     below.

O.   "Plan  Shock Loss  Ultimate  Net  Loss" - Plan Shock Loss Ultimate Net Loss
     shall be equal to the sum of the following:

     1) X.XX% (X point X percent)  of ERC  Company  only SNEP;  plus 2) X.XX% (X
        point X percent) of GEF (Germany) Company  only  SNEP; plus 3)  X.XX% (X
        point X percent) of GE Re only SNEP;  plus 4) $X.X million in respect of
        Westport  Insurance  Corporation;  plus 5) $X.X million  in  respect  of
        Coregis  Insurance  Company;  plus  6) $XX.X million in respect of GEF -
        London and GEF-Copenhagen combined.

     Estimated  Plan Shock Loss  Ultimate  Net Loss amount is $XXX.X  million in
     total.

P.   "Property  Catastrophe Loss" - Property  Catastrophe  Loss  as used in this
     Agreement  shall  mean  property  losses  recorded  by the  Company  and/or
     Affiliated  Companies which involve two or more original policies as issued
     by the Company and/or Affiliated Companies and where the Company's share of
     such losses aggregate to at least $XX.X million.

Q.   "Shock Loss" - Shock  Loss  as  used in this Agreement shall mean liability
     emanating from  Terrorism/Terrorist  Activity,  Property  Catastrophe Loss,
     Workers' Compensation Catastrophe Loss and Large Property Per Risk Ultimate
     Net  Loss  which   includes  all  loss   emanating   from   GEF-London  and
     GEF-Copenhagen which is deemed Shock Loss for this coverage.

R.   "Shock  Loss  Subject  Ultimate Net Loss  Limitations" - Shock Loss Subject
     Ultimate Net Loss is limited to the following:

     1.) All Shock Loss  Subject  Ultimate  Net Loss in the  aggregate  shall be
         limited to XX.XXX% (X point X percent) of the SNEP of the Company

     2.) Non-Terrorism/Non-Terrorist Activity Property Catastrophe Only shall be
         limited to XX.XXX% (X point X percent) of the SNEP of the Company.

     3.) Non-Terrorism/Non-Terrorist  Activity Workers' Compensation Catastrophe
         Loss Only shall be limited to XX.XX% (X point X percent) of the SNEP of
         the Company.

                                     Page 9
<PAGE>

     For each of the limitations above, if Affiliated  Companies have Shock Loss
     Ultimate Net Loss in excess of Plan Shock Loss Ultimate Net Loss and to the
     extent  extra  Ultimate  Net Loss is  recoverable  in  affiliated  internal
     coverages,  such  recoverable  Ultimate Net Loss is deemed to be Shock Loss
     Subject Ultimate Net Loss for purposes of this limitation.

S.   "Subject  Net  Earned  Premium" - Subject Net Earned Premium shall mean the
     net earned  premium of the Company  gross of any  acquisition  costs (i.e.,
     brokerage and  commissions)  during the Term of this Agreement,  but net of
     the premium paid for all other  reinsurances  which inure to the benefit of
     this Agreement with the exception of the Whole Account  Aggregate Excess of
     Loss Retrocession Reinsurance Agreements.

     Both  assumed and ceded  reinstatement  premiums  of the  Company  shall be
     included  in the  calculation  of  Subject  Net  Earned  Premium  with  the
     exception of assumed reinsurance premiums of ERC and GE Frankona related to
     internal  whole  account  coverages  provided  by ERC  and GE  Frankona  to
     Affiliated Companies.

     Subject Net Earned Premium is estimated to be $X,XXX.XXX million.

T.   "Subject  Ultimate  Net  Loss" - Subject  Ultimate  Net Loss shall mean the
     aggregate sum of amounts paid or payable by the Company on its net retained
     liability (including Ultimate Net Loss assumed under the 2002 Accident Year
     Whole Account Aggregate Excess of Loss Coverages Written by the Company for
     the Affiliated  Companies) in settlement of losses,  including  Defense and
     Cost  Containment  Expenses,  in respect of Subject Business covered during
     the Term,  plus  reserves  for  outstanding  losses  and  Defense  and Cost
     Containment  Expenses,  including  reserves  for  incurred but not reported
     claims, XXX% (X percent) of liability for Loss in excess of Original Policy
     Limits and XXX% (X percent) of liability for Extra Contractual  Obligations
     emanating from underlying contracts of the Company's clients.

     Subject  Ultimate  Net Loss shall be net of inuring  reinsurances,  whether
     collectible  or not,  and also net of all  salvages  and  recoveries  to be
     credited to the Company's net  retention;  provided,  however,  that in the
     event of the insolvency of the Company,  payment by the Reinsurer  shall be
     made in accordance with the provisions of the Insolvency Article.

     Ultimate  Net  Loss  in  respect  of  internal  stop  loss  coverages  with
     Affiliated  Companies  shall be  included  in  Subject  Ultimate  Net Loss,
     however, this Agreement shall not provide any direct coverage to Affiliated
     Companies.

     Nothing  herein shall be construed to mean that losses under this Agreement
     are not recoverable  until the Company's Subject Ultimate Net Loss has been
     ascertained.

U.   "Terrorism/Terrorist Activity"  -  Terrorism/Terrorist Activity  shall mean
     any act, or preparation in respect of action,  or threat of action designed
     to  influence  the  government  de jure or de  facto of any  nation  or any
     political  division  thereof,  or  in  pursuit  of  political,   religious,
     ideological,  or similar  purposes to intimidate the public or a section of
     the  public of any  nation by any person or  group(s)  of  persons  whether

                                    Page 10

<PAGE>
     acting alone or on behalf of or in connection with any  organization(s)  or
     government(s) de jure or de facto, and which:

     (i) involves violence against one or more persons;  or (ii) involves damage
         to  property; or (iii) endangers life  other  than  that of the  person
         committing the action; or (iv) creates a risk  to health  or safety  of
         the public or a section of the public;  or (v) is designed to interfere
         with or to disrupt an electronic system.

     Loss,  damage,  cost or expense  arising out of or in  connection  with any
     action in controlling,  preventing,  suppressing,  retaliating  against, or
     responding to any act of terrorism  shall be  considered  part of Terrorism
     Ultimate Net Loss.

V.   "Total   Funding"  -  Funding  provided by the  Reinsurer  to equal XXX% (X
     percent) of Obligations,  as defined in Article 33, to allow the Company to
     take regulatory credit in all jurisdictions.

W.   "Ultimate  Net  Loss"  -  Ultimate Net Loss shall mean the aggregate sum of
     amounts  paid or payable in the  settlement  of losses and Defense and Cost
     Containment  Expenses by the Company and its Affiliated  Companies on their
     net retained liability,  excluding,  for the Company, the ultimate net loss
     in respect of the 2002 Accident Year Whole Account Aggregate Excess of Loss
     Coverages Written by the Company for the Affiliated Companies.

     The combined Ultimate Net Loss of the Company and its Affiliated  Companies
     is estimated to be $X,XXX.XXX million.

X.   "2002  Accident  Year  Whole Aggregate Excess of Loss Coverages  Written by
     the Company for the Affiliated  Companies" - The underlying Aggregate Limit
     and Aggregate  Retention (to be calculated by multiplying the Ultimate Loss
     Ratio Aggregate  Retention for each Affiliated Company times the Affiliated
     Company's  Net Earned  Premium)  for the excess of loss  coverage  for each
     Affiliated Company shall be as follows:
<TABLE>
<CAPTION>

                                    In Millions              Ultimate Net              In Millions
                                                              Loss Ratio             Estimated Net
     Affiliated Company           Aggregate Limit         Aggregate Retention       Earned Premium
     ------------------           ---------------         -------------------       --------------

<S>                                        <C>                   <C>                        <C>
     GEF - London                          XXX.XX                 XX.X%                     XXX.X
     Westport Ins. Co.                      XX.XX                 XX.X%                     XXX.X
     GEF - Copenhagen                       XX.XX                 XX.X%                      XX.X
     Medical Protective Co.                 XX.XX                 XX.X%                     XXX.X
     Coregis Insurance Co.                  XX.XX                 XX.X%                     XXX.X
     First Specialty Ins. Co.               XX.XX                 XX.X%                     XXX.X
</TABLE>


Y.   "Ultimate  Net  Loss  Liability Relating to Affiliated Companies in Respect
     of Shock Loss  Limitation"  - The maximum  Shock Loss  Ultimate Net Loss in
     respect of each Affiliated  Company to be applied against the internal 2002
     Accident Year Whole Account

                                    Page 11
<PAGE>


     Aggregate  Excess  of  Loss  Coverages  Written  by  the  Company  for  the
     Affiliated Companies is as follows:


                                                                     In Millions
     Affiliated Company                                                  UNL
     --------------------------------------------------------------------------
     Medical Protective Company                                        $ XX.X
     Coregis Insurance Company                                         $ XX.X
     Westport Insurance Company                                        $ XX.X
     First Specialty Insurance Company                                 $ XX.X
     GEF-London and GEF-Copenhagen Combined                            $XXX.X

Z.   "Workers'   Compensation    Catastrophe   Loss"   -  Workers'  Compensation
     Catastrophe   Loss,  as  used  in  this  Agreement,   shall  mean  workers'
     compensation  losses  recorded by the Company and/or  Affiliated  Companies
     which losses involve two or more employees and where the Company's share of
     such losses aggregate to at least $XX.X million.


                                   ARTICLE 12
                                   ----------

NET RETAINED LINES
------------------

This Agreement applies only to that portion of any policy which the Company
retains net for its own account, and in calculating the amount of any loss
hereunder and also in computing the amount or amounts in excess of which this
Agreement attaches, only loss or losses in respect of that portion of any policy
which the Company retains net for its own account shall be included.

The amount of the Reinsurer's liability under this Agreement in respect of any
loss or losses shall not be increased by reason of the inability of the Company
to collect from any other reinsurer(s), whether specific or general, any amounts
which may have become due from such other reinsurer(s), whether such inability
arises from the insolvency of such other reinsurer(s) or otherwise.


                                    Page 12


<PAGE>
                                   ARTICLE 13
                                   ----------

REINSURANCE PREMIUMS
--------------------

A.   Net  Reinsurance  Layer Premiums - The Company  shall  pay to the Reinsurer
     Net Reinsurance  Layer Premiums,  along with interest from January 1, 2002,
     through the date of payment at an effective annual interest rate of X.X% (X
     point X percent).  Net Reinsurance  Layer Premiums shall equal,  the sum of
     following:

     Layer 1 - Layer 1 Net Reinsurance Layer Premium shall equal X.X% (X point X
     percent) of the  Aggregate  Limit plus XX% (X percent) of Subject  Ultimate
     Net Loss  ceded to Layer 1,  subject to a maximum  Layer 1 Net  Reinsurance
     Layer Premium equal to $XXX.XXX million.

     Layer 2 - Layer 2 Net Reinsurance  Layer Premium shall equal XX.X% (X point
     X percent) of Subject  Ultimate Net Loss, if any, ceded to Layer 2, subject
     to a  maximum  Layer 2 Net  Reinsurance  Layer  Premium  equal to  $XXX.XXX
     million.

     Layer 3 - Layer 3 Net Reinsurance  Layer Premium shall equal XX.X% (X point
     X percent) of Subject  Ultimate Net Loss ceded to Layer 3, if any,  subject
     to a  maximum  Layer 3 Net  Reinsurance  Layer  Premium  equal to  $XXX.XXX
     million.

     Layer 4 - Layer 4 Net Reinsurance  Layer Premium shall equal XX.X% (X point
     X percent) of Subject  Ultimate Net Loss ceded to Layer 4, if any,  subject
     to a  maximum  Layer 4 Net  Reinsurance  Layer  Premium  equal to  $XXX.XXX
     million.

     Layer 5 Layer 5 Net Reinsurance  Layer Premium shall equal XX.X% (X point X
     percent) of Subject Ultimate Net Loss, if any, ceded to Layer 5, subject to
     a maximum Layer 5 Net Reinsurance  Layer Premium equal to X.XXX% (X point X
     percent)     of    Subject    Net    Earned     Premium,     if    combined
     Non-Terrorism/Non-Terrorist   Activity,   Property   Catastrophe  Loss  and
     Workers'  Compensation  Catastrophe Loss combined Subject Ultimate Net Loss
     is less than or equal to $XXX  million in excess of the Company  Plan Shock
     Loss  Ultimate  Net Loss.  If  greater  than $XXX  million in excess of the
     Company Plan Shock Loss  Ultimate Net Loss,  the maximum  shall be equal to
     X.XXX% (X point X percent) of Subject Net Earned Premium.

     Within 60 (sixty) days from the end of each calendar  quarter,  the Company
     shall  calculate and pay to the Reinsurer Net  Reinsurance  Layer Premiums,
     along with  interest from January 1, 2002 through the date of payment at an
     effective annual rate of X.X% (X point X percent), to the Reinsurer.

B.       Net Premiums in Respect of Shock Loss Ultimate Net Loss - The Company
         shall pay to the Reinsurer, along with interest from January 1, 2002
         through the date of payment at an effective annual interest rate of
         X.X% (X point X percent), Net Premiums in respect of Shock Loss
         Ultimate Net Loss equal to the sum of the results of applying the rates
         in Column B below against the actual amounts, per table values in
         Column A below. Net Premiums in respect of Shock Loss Ultimate Net Loss
         are in addition to Net Reinsurance Layer Premiums and do not alter the
         Aggregate Limit hereon:

                                    Page 13
<PAGE>
<TABLE>
<CAPTION>


         Column A                                              Column B
---------------------------     -------------------------------------------------------------------------
         In Millions
       For Shock Loss
    Excess of Company Plan                             For Overall Subject Ultimate Net Loss
       Shock Loss UNL                                   in excess of the Aggregate Retention
Shock                                                       in the Following Amounts
 Loss             Up to and
Layers   From     Including     $x.xxxM   $xxx.xxxM   $xxx.xxxM   $x,xxx.xxxM   $x,xxx.xxxM   $x,xxx.xxxM
---------------------------     -------------------------------------------------------------------------

<S>         <C>         <C>        <C>       <C>          <C>            <C>         <C>            <C>
  1    $XXX.XXX    $XXX.XXX       X.X%      X.X%         X.X%           X.X%        X.X%           X.X%
  2    $XXX.XXX    $XXX.XXX       X.X%      X.X%         X.X%           X.X%        X.X%           X.X%
  3    $XXX.XXX    $XXX.XXX       X.X%      X.X%         X.X%           X.X%        X.X%           X.X%

</TABLE>


     If the  Column B Subject  Ultimate  Net Loss  amounts  are  between  column
     values,  the  percentages  in the table above shall be pro rated based upon
     the amount of Subject  Ultimate  Net  Losses it  pertains  to the lower and
     higher column values.  [For example,  if Column B Subject Ultimate Net Loss
     is $XXX.XXX million,  the rates would be X.XX% (one point six five percent)
     for Layer 1 and X.X% (X point X percent) for Layer 2.]

     All Subject  Ultimate Net Loss of GE Frankona as a result of whole  account
     affiliate  coverages  with  GEF-London and  GEF-Copenhagen  shall be deemed
     Shock Loss Ultimate Net Loss for purposes of the calculations above.

     Notwithstanding  the  above,  if the  combined  Non-Terrorism/Non-Terrorist
     Activity,  Property Catastrophe Loss and Workers' Compensation  Catastrophe
     Loss  Subject  Ultimate  Net Loss is greater than $XXX million in excess of
     the Company Plan Shock Loss Ultimate Net Loss,  the Net Premiums in respect
     of Shock Loss Ultimate Net Loss shall be X (X dollars).

     The  Company  shall  determine  and pay to the  Reinsurer  Net  Premiums in
     Respect of Shock Loss  Ultimate Net Loss,  along with interest from January
     1, 2002 through the date of payment at an effective annual interest rate of
     X.X% (X point X  percent),  60 (sixty)  days in  arrears  of each  calendar
     quarter end.


                                   ARTICLE 14
                                   ----------

INITIAL REINSURER MARGIN
------------------------

The Reinsurer shall be entitled to an Initial Reinsurer Margin equal to X.XX% (X
point X percent) of the Aggregate Limit hereon.

However,  should this Agreement be commuted on or before December 31, 2002, then
the  Reinsurer  shall  return to the  Company  XX% (X  percent)  of the  Initial
Reinsurer  Margin by January 5, 2003. If this Agreement is commuted on or before
December  31,  2004,  then the  Reinsurer  shall  return to the  Company  XX% (X
percent) of the Initial Reinsurer Margin by January 5, 2005.

                                    Page 14
<PAGE>

The Reinsurer shall allow the Initial  Reinsurer  Margin to be deducted from Net
Reinsurance Layer Premiums paid by the Company.


                                   ARTICLE 15
                                   ----------

ADDITIONAL REINSURER MARGIN
---------------------------

The Reinsurer shall be entitled to Additional  Reinsurer Margin equal to the sum
of applying the rates below against Net Reinsurance  Layer Premiums in the table
column:

Net Reinsurance Layer Premiums Due                                Additional
In respect of:                                                Reinsurer Margin %
----------------------------------                            ------------------

1.  XX% of Ceded UNL to Layer 1                                         X.XX%
2.  XX% of Ceded UNL to Layer 2                                         X.XX%
3.  XX% of Ceded UNL to Layer 3                                         X.XX%

Such Additional Reinsurer Margin shall be calculated by the Company quarterly 60
(sixty) days in arrears of each calendar quarter end and paid 90 (ninety) days
in arrears of each calendar quarter end.

The Company  shall pay  Additional  Reinsurer  Margin  due,  if any,  along with
interest at an effective  annual  interest rate of X.X% (X point X percent) from
January 1, 2002 through the date of payment.

There  shall be no  Reinsurer  Margin due in respect  of Net  Reinsurance  Layer
Premiums for Layers 4 and 5.

If ceded  Ultimate Net Loss is  subsequently  reduced  from the prior  quarterly
reporting,   the  Reinsurer  shall  retain  Reinsurer's  Margin  received,  with
interest, based upon the higher ceded Ultimate Net Loss previously ceded.

The Reinsurer shall allow  Additional  Reinsurer  Margin to be deducted from Net
Reinsurance Layer Premiums.



                                   ARTICLE 16
                                   ----------

CEDING COMMISSION

The Reinsurer shall allow the Company a Ceding Commission equal to XX% (X
percent) of Gross Reinsurance Premiums settlements, including associated
interest from January 1, 2002 through the date of payment at an effective annual
interest rate of X.X% (X point X percent).

                                    Page 15
<PAGE>

Ceding Commission shall be deducted from such Gross Reinsurance Premiums at the
time Gross Reinsurance Premiums are paid and the balance of such Gross
Reinsurance Premiums shall be remitted to the Reinsurer.


                                   ARTICLE 17
                                   ----------
CURRENCY
--------

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

Amounts paid or received by the Company in any other currency shall be converted
to  United  States  Dollars  at the  actual  rate of  exchange  on the date such
transaction is entered into the books of the Company.


                                   ARTICLE 18
                                   ----------

TAXES
-----

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

B.   The  Company  shall  be responsible  for any and all Federal Excise Tax and
     Premium Tax and all other similar  taxes  wherever  imposed  arising out of
     this  Agreement.  Such  Federal  Excise  Tax and  Premium  Tax shall not be
     considered premium or impact the Notional Profit Sharing Account hereon.


                                   ARTICLE 19
                                   ----------

REPORTS AND PREMIUM SETTLEMENTS
-------------------------------

1.   Quarterly  Reports - Starting with the calendar  quarter ending December
     31,  2002,  within  60  (sixty)  days  following  the end of each  calendar
     quarter, the Company shall report to the Reinsurer the actual amount of the
     following  items.  Reports  shall  continue  until final  settlement of all
     losses or Commutation, in accordance with Article 26.

     A. Ultimate Net Loss and Subject Net Earned Premium

          1. Ultimate Net Loss, for the Company and each Affiliated Company

                                    Page 16
<PAGE>

          2. Paid and  Incurred  Subject  Ultimate  Net Loss for the Company and
             each Affiliated Company

          3. Paid and Incurred Non-Shock Loss Ultimate Net Loss, for the Company
             and each Affiliated Company

          4. Paid and Incurred Shock Loss Ultimate Net Loss, for the Company and
             each Affiliated Company

          5. Net Earned Premium for the Company and each Affiliated Company

          6. Subject Net Earned Premium for the Company.



     B. Reinsurance Premiums

          1. Net Reinsurance  Layer Premiums
          2. Net Premiums in Respect of Shock Loss  Ultimate Net Loss
          3. Ceding Commissions
          4. Initial  Reinsurer Margin
          5. Additional Reinsurer Margin

2.   Premium  Settlements  - Within  60  (sixty)  days  from  the  end  of  each
     calendar  quarter,  the Company  shall  calculate  and pay to the Reinsurer
     Gross  Reinsurance  Premiums,  along  with  interest  from  January 1, 2002
     through the date of payment at an effective annual interest rate of X.X% (X
     point X percent), to the Reinsurer, in accordance with Articles 13 and 21.

3.   Annual   Reports  -  Starting   with   December  31,  2002   and   annually
     thereafter,  within 60 (sixty) days from the end of each calendar year, the
     Company  shall report to the  Reinsurer  the actual amount of the following
     items.  Reports  shall  continue  until final  settlement  of all losses or
     Commutation, in accordance with Article 26.

          A. All information as required in the Quarterly Reports section above,
             reported for the Company and each Affiliated Company by the line of
             business detail provided in  the  underwriting  submission  to  the
             Reinsurer;

          B. Aggregate paid, case reserves and incurred but not reported amounts
             of Ultimate Net Loss for the Company and each Affiliated Company by
             the  lines  of   business  detail  provided  in  the   underwriting
             submission to the Reinsurer.

                                    Page 17

<PAGE>

                                   ARTICLE 20
                                   ----------

ULTIMATE NET LOSS SETTLEMENTS
-----------------------------

Ultimate Net Loss  Settlements  - Settlement of Ultimate Net Loss paid in excess
of the  Aggregate  Retention  shall  be made  by the  Reinsurer  to the  Company
quarterly  within 30 (thirty)  days of receipt of the report by the Reinsurer or
90  (ninety)  days  after  the  end  of the  quarter,  whichever  occurs  later.
Settlement  shall be made first from the Security  Trust  Accounts (A) Section 1
until such time as the Notional  Profit Sharing  Account is fully depleted after
which  amounts  shall be paid by the Reinsurer to the Company out of other funds
of the Reinsurer.  The Reinsurer shall make all required settlements of Ultimate
Net Loss from these  Security Trust Accounts (A) Section 1 up until the Notional
Profit Sharing  Account is fully  depleted,  in accordance with Article 21. When
the Notional Profit Sharing  Account becomes fully depleted,  the Reinsurer must
pay all remaining Ultimate Net Loss liability, when due, from one or more of the
following:

     1.  Security  Trust  Account  (A)  Section 2:  and/or
     2.  Letter of Credit draw-downs; and/or
     3. Other funds of the Reinsurer.

Such payments by the Reinsurer  shall be made regardless of whether or not there
is a positive balance in the Security Trust Accounts (A) Section 1.

The Reinsurer's liability for Ultimate Net Loss shall be subject to the Coverage
Layers, Aggregate Limit, Co-Participation and other terms of this Agreement.

All  Ultimate  Net Loss  settlements  made by the  Company on Subject  Business,
whether under policy terms and conditions or by way of  compromise,  shall be in
the sole discretion of the Company and shall be  unconditionally  binding on the
Reinsurer. Upon satisfactory proof of loss, the Reinsurer shall pay or allow, as
applicable, its share of each such settlement in accordance with this Agreement.

In the event of a material  commutation or lump sum or structured  settlement of
any  agreement  by the Company  which  results in the  payment of ceded  Subject
Ultimate Net Loss prior to the time required had such  commutation or settlement
not occurred,  then the Subject Ultimate Net Loss, Aggregate Retention and ceded
Subject Ultimate Net Loss shall be determined as if such event had not occurred.

For purposes of this  provision,  any one  commutation or lump sum or structured
settlement  event or  aggregate  of these  events  which  accumulate  to  actual
payments totaling $XX.X million or greater shall be deemed to be material.

The analysis to determine the Subject  Ultimate Net Loss,  Aggregate  Retention,
ceded  Subject  Ultimate Net Loss and payout  pattern  which would have occurred
will be calculated by the Company and be subject to the  Reinsurers'  agreement.
If the  Reinsurers  do not  agree  with  the  Company's  calculations,  then the
analysis will be performed by an  independent  actuarial  firm which is mutually
acceptable  to both  parties.  The parties  will  equally bear the costs of such
analysis and the results of such analysis  shall be binding in  determining  the
Subject Ultimate Net Loss, Aggregate Retention,  ceded Subject Ultimate Net Loss
and payout pattern.

                                    Page 18
<PAGE>

Ultimate Net Loss  subject to cessions  under this  Agreement  must agree to the
Company's  audited  financials  unless  otherwise  agreed by the Company and the
Reinsurer. For clarification, this means the Company may not unilaterally decide
not to cede losses to this Agreement.


                                   ARTICLE 21
                                   ----------

NOTIONAL PROFIT SHARING ACCOUNT AND CONTINGENT TRANSFER OF ADDITIONAL COLLATERAL
--------------------------------------------------------------------------------

A. Notional  Profit  Sharing  Account - The Reinsurer  shall maintain a Notional
   Profit  Sharing  Account  comprised  of  the  sum of the following cumulative
   amounts:

     1. Gross Reinsurance Premiums paid to the Reinsurer, along with interest at
        an effective  annual interest rate of X.X%  (X point X percent)  applied
        from January 1, 2002 up to the date of payment to the Reinsurer; less

     2. Initial and  Additional  Reinsurers'  Margin,  along with interest at an
        effective annual interest rate of X.X% (X point X percent); less

     3. Ceded Ultimate Net Loss when paid by the Reinsurer to the Company; less

     4. Ceding  Commission when paid by the Reinsurer to the Company at the same
        time  the  corresponding  Net  Reinsurance  Premiums  are  paid  to  the
        Reinsurer along with  interest  at  an effective annual interest rate of
        X.X% (X point X percent); less

     5. Any Commutation settlement, per Article 26; plus

     6. Additional Consideration.

     Beginning with the calendar quarter ending December 31, 2002, the Reinsurer
     shall  calculate  and report the  balance of the  Notional  Profit  Sharing
     Account to the Company within 60 (sixty) days from the end of each calendar
     quarter.

B.   Contingent   Transfer  of  Additional  Collateral   -  In  the  event  of a
     Triggering Event, as defined below, the Company, at the Reinsurer's request
     to do so,  shall  either  provide a Letter of  Credit  or  transfer  to the
     Reinsurer  to place into  Security  Trust  Accounts  (A) Section 1, present
     value  (based  upon  the  current  investment  yield of the  assets  within
     Security Trust Accounts (A) Section 1 of the estimated  difference  between
     the expected total future  Additional  Consideration in the Notional Profit
     Sharing  Account based on a X% (X percent)  annual  effective  rate and the
     expected  future  income  based upon the yield on the  qualifying  security
     investments  in the  Security  Trust  Accounts  (A)  Section  1  within  15
     (fifteen)  business  days  from  the  date  of a  Triggering  Event  into a
     Regulation 114 complaint  Trust  Account.  The Company or the Reinsurer may
     request that the above calculations be performed  quarterly and that excess
     collateral is returned to the Company from the Security  Trust Accounts (A)
     Section 1 or that Additional  Collateral required is paid by the Company to
     the Reinsurer to place into Security Trust Accounts (A) Section 1.

                                    Page 19
<PAGE>


     A Triggering Event shall include any of the following:

     1. A downgrade  by Standard & Poor's to an "A-" or below for any of ERC, GE
        Re or GE Frankona;

     2. A loss of Combined GAAP Equity (approximately $X.X billion) in excess of
        XX%  (X percent) in  total  for the Combined Companies from December 31,
        2001.

     3. A downgrade by A.M. Best to an "A-" or below for any Company member.

     If the  Company  and the  Reinsurer  cannot  mutually  agree to the  change
     required,  the two parties shall appoint the  Intermediary or another third
     party mutually  acceptable to determine the required collateral which shall
     be binding  upon both the Company and the  Reinsurer.  Both  parties  shall
     equally share the cost of such third party actuary or Intermediary.

                                   ARTICLE 22
                                   ----------

ADDITIONAL CONSIDERATION
------------------------

At the end of each calendar quarter, the Notional Profit Sharing Account will be
credited with  Additional  Consideration  determined by multiplying  the average
daily balance of the Notional Profit Sharing Account during the calendar quarter
by X.XXX% (X point X percent) to achieve an  effective  X.X% (X point X percent)
annual yield.

Additional  Consideration  shall  continue  even in the  event of the  Company's
rehabilitation,  liquidation,  conservation,  insolvency or any  combination  of
these events.


                                   ARTICLE 23
                                   ----------

EXCESS OF POLICY LIMITS
-----------------------

A.   This  Agreement  shall  protect the Company,  within the limits hereof, for
     XXX% (X percent) of loss in excess of the limit of its original Reinsurance
     Agreements and insurance policies,  such loss in excess of the limit having
     been  incurred  because of failure by it to settle  within the  Reinsurance
     Agreement  or  insurance  policy  limit or by reason of  alleged  or actual
     negligence  or bad  faith in  rejecting  an offer of  settlement  or in the
     preparation  of the  defense  or in the  trial of any  action  against  its
     insured or  reinsured or in the  preparation  or  prosecution  of an appeal
     consequent upon such action.

     However,  this Article shall not apply where the loss has been incurred due
     to fraud by a member of the board of  directors  or a corporate  officer of
     the Company acting  individually  or  collectively or in collusion with any
     individual or  corporation or any other  organization  or party involved in
     the presentation, defense, or settlement of any claim covered hereunder.

                                    Page 20
<PAGE>

     For the  purposes of this  Article,  the word "loss" shall mean any amounts
     for which the Company  would have been  contractually  liable to pay had it
     not been for the limit of the original  Reinsurance  Agreement or insurance
     policy.

B.   This  Agreement  shall  protect  the  Company  for  XXX% (X percent) of its
     share of loss in excess  of policy  limits  emanating  from the  underlying
     policies or contracts attaching to the Company's Reinsurance  Agreements or
     insurance policies,  subject to the terms,  conditions,  and limitations of
     this Agreement.


                                   ARTICLE 24
                                   ----------

EXTRA CONTRACTUAL OBLIGATIONS
-----------------------------

A.   This Agreement  shall  protect  the Company,  within the limits hereof, for
     XXX% (X  percent)  of any Extra  Contractual  Obligations.  The term "Extra
     Contractual  Obligations" is defined as those liabilities not covered under
     any other provision of the Company's  original  Reinsurance  Agreements and
     insurance  policies  and  which  arise  from the  handling  of any claim on
     Business Covered  hereunder,  such liabilities  arising because of, but not
     limited  to, the  following:  failure by the  Company to settle  within the
     Reinsurance Agreement or insurance policy limit, or by reason of alleged or
     actual  negligence  or bad faith in rejecting an offer of  settlement or in
     the  preparation  of the defense or in the trial of any action  against its
     insured or  reinsured or in the  preparation  or  prosecution  of an appeal
     consequent upon such action.

     The date on which any  Extra  Contractual  Obligation  is  incurred  by the
     Company  shall  be  deemed,  in all  circumstances,  to be the  date of the
     original loss event.

     However,  this Article shall not apply where the loss has been incurred due
     to fraud by a member of the board of  directors  or a corporate  officer of
     the Company acting  individually  or  collectively or in collusion with any
     individual or  corporation or any other  organization  or party involved in
     the presentation, defense or settlement of any claim covered hereunder.

B.   This  Agreement  shall  protect   the  Company  for XXX% (X percent) of its
     share of  Extra  Contractual  Obligations  emanating  from  the  underlying
     policies or contracts attaching to the Company's Reinsurance  Agreements or
     insurance policies,  subject to the terms,  conditions,  and limitations of
     this Agreement.


                                   ARTICLE 25
                                   ----------

OFFSET
------

The Company or the  Reinsurer  may offset any  balance or balances  due from one
party to another under the terms of this Agreement  only.  Balances due include,
but are not limited to, Net Reinsurance Layer Premiums,  Net Premiums in Respect
of Shock Loss Ultimate Net Loss, Ceding Commissions,  Additional  Consideration,

                                    Page 21
<PAGE>

including  interest on such amounts as specified in the relevant clauses,  or on
account of ceded Subject  Ultimate Net Losses paid, or otherwise any amounts due
from one party to the other party hereto under the terms of this Agreement. This
provision  shall not be  affected  by the  insolvency  of  either  party to this
Agreement.


                                   ARTICLE 26
                                   ----------
COMMUTATION
-----------

A.   The  Company  may  elect to fully  commute  this  Agreement at any calendar
     quarter end after the  expiration of the Term of this  Agreement.  Upon the
     Company's  election to commute,  the Reinsurer shall release to the Company
     any residual  amounts  remaining in the Security Trust Accounts (A) Section
     1, in addition to Profit  Sharing,  and the  Reinsurer  shall  withdraw any
     residual  amounts  remaining in Security  Trust  Accounts (A) Section 2. In
     addition,  the Company shall return any and all original  Letters of Credit
     to the Reinsurer, if applicable.

B.   Notwithstanding  the  above, the  Reinsurer  may elect Commutation 1) after
     December 31, 2016,  providing that the residual  outstanding ceded Ultimate
     Net Loss is no greater than $XX.X million more than the residual balance of
     the  Notional  Profit  Sharing  Account  or 2) for any  reason  on or after
     December 31, 2026.  Upon the election of Commutation by the Reinsurer,  the
     Reinsurer shall pay an amount equal to the greater of:

     1. The residual balance of the Notional Profit Sharing Account; or

     2. The present value of ceded Ultimate Net Loss outstanding,  calculated at
        a X.X% (X point X percent) annual discount rate and to be  determined by
        mutual  agreement,  or  if  unable  to reach an agreement, by a mutually
        agreed upon third-party actuary with at least 10 (ten) years' experience
        in  the  international  insurance  or reinsurance business as  a  person
        engaged  in  such  business or advising  such business in a professional
        capacity.

         The Reinsurer shall release to the Company any residual amounts
         remaining in Security Trust Accounts (A) Section 1 and the Reinsurer
         shall withdraw any residual amounts remaining in Security Trust
         Accounts (A) Section 2. In addition, the Company shall return any and
         all original Letters of Credit to the Reinsurer, if applicable.

Upon  election  of  Commutation  and the  Reinsurer's  payment  to the  Company,
together  with any Profit  Sharing,  the  Reinsurer  shall be released  from all
current and future liability under this Agreement.

                                   ARTICLE 27
                                   ----------
PROFIT SHARING
--------------

The Reinsurer shall pay to the Company,  by debit to the Notional Profit Sharing
Account,  XXX% (X  percent) of the  residual  balance,  if any, of the  Notional
Profit  Sharing  Account upon final payment of ceded  Subject  Ultimate Net Loss

                                    Page 22
<PAGE>

and/or payment of amounts as calculated under the Commutation  article.  Payment
of Profit Sharing shall  constitute a full and final settlement of any liability
under this  Agreement and the  Reinsurer  shall be released from all current and
future liability under this Agreement.


                                   ARTICLE 28
                                   ----------

CHANGE IN ADMINISTRATIVE PRACTICES
----------------------------------

The Company agrees not to materially change its claims handling  procedures,  or
procedures  for  payment  of claims,  in any  manner  from that in effect at the
inception of this Agreement, such changes which materially affect this Agreement
or the obligations of the parties hereunder, unless the Company has received the
prior  written  approval  of the  Reinsurer  to  such  changes  pursuant  to the
provisions of this Article, such approval not to be unreasonably withheld.

In the event the Company changes its claims handling  procedures,  or procedures
for payment of claims, the Company shall notify the Reinsurer in writing of such
changes  and give the  Reinsurer  the  opportunity  to review  such  changes and
determine whether any revisions are required to this Agreement. In the event the
Reinsurer determines that this Agreement needs to be revised and the Company and
the Reinsurer fail to agree on acceptable changes within 60 (sixty) days of such
determination,  an  independent  actuarial  firm shall be hired to determine the
impact of such changes and required  revisions to this Agreement to maintain the
economics had such changes not occurred.

Furthermore,  in the event of an  administrative  or claims handling practice of
any insurance  contract or other  arrangement by the Company with one or more of
its  insureds or  reinsureds  which will have the effect,  in the opinion of the
Reinsurer,  of a material change in the anticipated settlement pattern of losses
hereunder,  then for purposes of settlement  hereunder,  losses  related to such
policies  shall be  reported  as  though  such  change  or  arrangement  had not
occurred.  Such determination shall be made with the concurrence of both parties
hereto,  subject to an  independent  actuarial  analysis if agreement  cannot be
reached.  The cost of any such actuarial work as hereinabove  specified shall be
shared equally by both parties.


                                   ARTICLE 29
                                   ----------

ERRORS AND OMISSIONS
--------------------

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

                                    Page 23
<PAGE>


                                   ARTICLE 30
                                   ----------

ACCESS TO RECORDS
-----------------

The Company  shall  place at the  disposal of the  Reinsurer  at all  reasonable
times, and the Reinsurer shall have the right to inspect, through its authorized
representatives,  all books,  records,  and papers of the Company in  connection
with any reinsurance hereunder, or claims in connection herewith.


                                   ARTICLE 31
                                   ----------

INSOLVENCY
----------

The Company and the Reinsurer  agree that, in the event of the insolvency of the
Company,  as to all  reinsurance  made,  ceded,  renewed or  otherwise  becoming
effective after the effective date of this Agreement,  the reinsurance  shall be
payable by the  Reinsurer on the basis of the amount of liability of the Company
under the  contract or contracts  reinsured  without  diminution  because of the
insolvency of the Company;  furthermore, that such amount shall be paid directly
to the Company or its liquidator,  receiver or other statutory successor.  It is
furthermore  agreed that, in the determination of the amount of the liability of
the Reinsurer in the liquidation or receivership proceeding, no judgment against
an insured taken after the date of the entry of the  liquidation or receivership
order shall be considered as evidence of liability,  or of the amount of damages
and no judgment against an insured taken by default, inquest or collusion, prior
to the entry of such order shall be considered as conclusive evidence, either of
the  liability  of such  insured  to such  cause of action  or of the  amount of
damages to which such person is therein entitled.

It is understood and agreed, however, that the obligations of the Company as set
forth in this  Agreement,  including,  among  others,  the duty to  investigate,
settle and  defend  all claims  arising  under  policies  with  respect to which
reinsurance  is  afforded  by  this  Agreement,   shall  remain  unimpaired  and
unaffected  by the  insolvency  of the  Company  and  shall  be  assumed  by the
liquidator, receiver or statutory successor of the Company in the liquidation or
receivership  proceeding  and  that  such  liquidator,   receiver  or  statutory
successor  shall give  written  notice to the  Reinsurer  of the pendency of the
claim  against the Company on the policy or bond  reinsured  within a reasonable
time after such claim is filed in the insolvency  proceeding and that 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 which it may deem available to the Company,  its liquidator,
receiver or statutory  successor.  The exposure  thus  incurred by the Reinsurer
shall be chargeable, subject to court approval, against the insolvent Company as
part of the expense of liquidation to the extent of a proportionate share of the
benefit  which may accrue to the  Company  solely as the  result of the  defense
undertaken or asserted by the Reinsurer.

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

Nothing  hereinabove  set  forth in this  insolvency  clause  shall  in  anywise
(anyway) change the change the  relationship or status of the parties hereto,  o
wit, that of Company and Reinsurer,  nor enlarge the obligations of either party
to each other, except as specifically  hereinabove  provided, to wit, to pay the
statutory successor on the basis of the amount of liability of the Company under
the  contract  or  contracts  reinsured,  rather than on the basis of the actual

                                    Page 24
<PAGE>

amount  of  loss  (dividends)  paid by the  liquidator,  receiver  or  statutory
successor  to  allowed  claimants,   nor,  except  as  hereinabove  specifically
provided,  shall  anything in this  insolvency  clause 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 32
                                   ----------
ARBITRATION
-----------

A.   All  disputes  between  the  parties  arising out of or in connection  with
     this agreement  including formation and validity and whether arising during
     or after the period of this  agreement  shall be referred to an arbitration
     tribunal ( the tribunal ) in the manner set out below.

B.   The  tribunal  shall,  unless  the  parties  agree  otherwise,  consist  of
     persons  (including  those  who have  retired)  with not less than 10 (ten)
     years  experience of  international  insurance or  reinsurance  business as
     persons   engaged  in  such   business  or  advising  such  business  in  a
     professional capacity.

C.   Unless  the  parties  agree  upon  a single  arbitrator  within 30 (thirty)
     days of one receiving a written request from the other for arbitration, the
     claimant (the party requesting  arbitration) shall appoint their arbitrator
     ( the first arbitrator ) and shall give written notice thereof to the other
     party ( the respondent ). Within 30 (thirty) days of receiving such notice,
     the respondent shall appoint their  arbitrator (the second  arbitrator) and
     give written notice to the claimant failing which the claimant may apply to
     the appointor named below to appoint the second arbitrator.

D.   Once  appointed  the  first and second arbitrators shall within 30 (thirty)
     days  of  the  appointment  of  the  second  arbitrator   appoint  a  third
     arbitrator. Should they fail to do so then either of them or of the parties
     may apply to the appointor  for the  appointment  of the third  arbitrator.
     However appointed the third arbitrator shall be chairman.

E  . Upon  acceptance  of  the appointment by the third  arbitrator the tribunal
     shall be constituted. The three arbitrators shall decide by majority.

F.   If an arbitrator,  subsequent  to  their appointment is unwilling or unable
     to act a new arbitrator shall be appointed to replace them by the procedure
     set out in this Article.

G.   Unless  otherwise  extended  or ordered by the tribunal within 15 (fifteen)
     days of the appointment of the third arbitrator each party shall submit its
     case  to the  tribunal  within  45  days of the  appointment  of the  third
     arbitrator.

H.   The  tribunal  shall  not  be bound by the formal  rules of  evidence.  The
     tribunal  shall  have power to fix all  procedural  rules  relating  to the
     conduct of the arbitration.

                                    Page 25

<PAGE>

I.   The  tribunal  shall  reach  its  decision  by reference to the customs and
     usages of the  international  insurance and reinsurance  business and shall
     apply the proper law as stated in the  schedule,  as the proper law of this
     agreement.  In the event of  conflict  or dispute  between  the customs and
     usages and the proper law, the customs and usages shall prevail.

J.   The  tribunal  shall  within  60  (sixty)  days of reaching its decision of
     the arbitration  issue to the parties its written and reasoned  award.  The
     award shall be final and  binding on the parties who  covenant to carry out
     the same.  If either of the parties  should fail to carry out the award the
     other may apply for its enforcement to a court of competent jurisdiction in
     any territory in which the party in default are domiciled or have assets or
     carries on business.

K.   All  costs  of  the arbitration  shall be at the discretion of the tribunal
     who may direct to and by whom and in what manner they shall be paid.

L.   The  seat  of  the  arbitration  shall be Missouri,  USA, unless some other
     place is mutually agreed upon by the Company and Reinsurer.

M.   This  article  shall  be construed as a separate and  independent  contract
     between the parties hereto.

                                    ARTICE 33
                                    ---------

SECURITY
--------

It is agreed that when the Company files with the regulatory  authorities  under
the  jurisdictions  of which it falls or  establishes  reserves for Ultimate Net
Loss  recoverables  hereunder,  as required by law, the Company shall forward to
the  Reinsurer a statement  showing the  proportion  of such  Ultimate  Net Loss
recoverables which are applicable to the Reinsurer.

In all cases,  the Reinsurer  will not be required to provide  Security  greater
than XXX% (X percent) of their outstanding ceded Ultimate Net Loss reserves.

The  Reinsurer  hereby  agrees to provide  Total  Funding,  as  requested by the
Company, to allow the Company to take regulatory credit in all jurisdictions.

The Reinsurer shall provide Total Funding in the form of separate Security Trust
Accounts  (A)  Section 1 for each  Company  member,  in  accordance  with  state
regulations.  The Reinsurer shall  contribute all Reinsurance  Premium  received
less Reinsurer Margin in such Security Trust Accounts (A) Section 1. Investments
shall be made as  specified  in the  Trust  Agreements  to be  attached  to this
Agreement  as  Exhibit  J, and as  required  under  applicable  local law (to be
"qualifying securities").

The  Reinsurer  shall  select and direct an  investment  manager to oversee  the
investments  in respect of Security  Trust  Accounts  (A) Section 2. The Company
shall select and direct an investment  manager,  which may be affiliated with or
part of the Company,  to oversee the  investments  in respect of Security  Trust
Accounts (A) Section 1, and the Trustee bank elected per the Company. Should the
Company so request,  the Reinsurer shall redirect qualifying  securities to each
of the Security Trust Accounts (A) Section 1, by individual  covered  company as

                                    Page 27
<PAGE>

directed by the Company for regulatory  purposes.  Any amounts needed above this
level  to  collateralize  up to  the  Total  Funding  shall  be  funded,  at the
Reinsurer's  option,  via either  additional  qualifying  securities in Security
Trust  Account  (A)  Section 2, or a clean,  irrevocable,  acceptable  Letter of
Credit.

The  Security  Trust  Accounts  (A) Section 1 shall be used to fund the Notional
Profit  Sharing  Account.  The  Security  Trust  Accounts  (A)  Section  1 shall
ultimately possess for all Company members in total a minimum of assets to equal
the Notional Profit Sharing  Account.  The Security Trust Accounts (A) Section 1
may, on an interim  (quarterly)  basis, have more or less assets for all Company
members  in total  than the  Notional  Profit  Sharing  Account  balance at each
respective  quarter end. If the Security Trust Accounts (A) Section 1 has excess
assets for all Company  members in total,  the Company has the right to withdraw
such excess  assets at any time as these assets are the property of the Company.
If the  Security  Trust  Accounts  (A) Section 1 has less assets for all Company
members in total than the Notional Profit Sharing Account balance at any quarter
end,  the  Company  shall  contribute  Extra  Reinsurance  Premiums to equal the
balance of the Notional Profit Sharing Account.

In the event that the Security Trust Accounts (A) Section 1 become  depleted for
all  Company  members  in total  and the  Notional  Profit  Sharing  Account  is
positive,  the Company shall contribute Extra  Reinsurance  Premium  (qualifying
securities) to the Reinsurer to add to the Security Trust Accounts (A) Section 1
to match  the  Notional  Profit  Sharing  Account.  Such  additional  qualifying
securities contributions shall be considered Extra Reinsurance Premium and shall
be added to the Security  Trust Accounts (A) Section 1 at the time the Reinsurer
is obligated to make Ultimate Net Loss  settlements  hereunder,  but only if the
Notional  Profit Sharing Account is positive and the Security Trust Accounts (A)
Section 1 is depleted.  The Company shall continue to make additional qualifying
securities  contributions  to the Reinsurer  until the Notional  Profit  Sharing
Account is fully depleted.

The Company  undertakes to use and apply any amounts realized on such qualifying
securities or which it may withdraw from any such Security  Trust Account and/or
which it may draw against any such Letter of Credit, if applicable,  pursuant to
the terms under which the Letter of Credit is held,  for the following  purposes
only:

     1) to  reimburse  the  Company  for the  Reinsurer's  liability  under this
     Agreement  for any  Ultimate  Net Loss  and  Defense  and Cost  Containment
     Expense  paid by the Company but not  recovered  from the  Reinsurer or for
     unearned premiums,  Ceding Commissions or Profit Sharing due to the Company
     if not otherwise paid by the Reinsurer in accordance with the terms of this
     Agreement; or

     2) with respect to a Security  Trust  Account  only, to make payment to the
     Reinsurer of any amounts held in a Security  Trust Account that exceed XXX%
     (X percent) of the actual amount  required to fund the  Reinsurer's  entire
     Obligations under this Agreement; or

     3) with respect to a Letter of Credit only,  where the Company has received
     notification  of a  non-renewal  of the  Letter  of  Credit  and  where the

                                    Page 27
<PAGE>

     Reinsurer's entire Obligations under this Agreement remain unliquidated and
     undischarged 10 (ten) days prior to such expiration  date, to obtain a cash
     deposit  equal to such  Obligations  and deposit such amounts in a separate
     account  in the name of the  Company  in any  United  States  bank or trust
     company, apart from its general assets, in trust for such uses and purposes
     specified in paragraph (1) above of this Agreement, as may remain executory
     after  obtaining the cash deposit and for any period after such  expiration
     date.

     4) With respect to a Security  Trust  Account  only,  where the Company has
     received  notification of termination of a Security Trust Account and where
     the Reinsurer's entire Obligations under this Agreement remain unliquidated
     and undischarged 10 (ten) days prior to such termination  date, to withdraw
     amounts  equal to such  Obligations  and deposit such amounts in a separate
     account,  in the name of the  Company,  in any United  States bank or trust
     company, apart from its general assets, in trust for such uses and purposes
     specified in paragraphs 1) and 2) above, as may remain executory after such
     withdrawal and for any period after such termination date.

     "Obligations",  whenever used in this Agreement, shall mean the Reinsurer's
     share of the following:

     (a) Ultimate Net Loss and Defense and Cost Containment  Expense paid by the
         Company,  but not recovered from the  Reinsurer;
     (b) Reserves for Ultimate Net Loss reported  and  outstanding;
     (c) Reserves  for Ultimate Net Loss incurred but not  reported;
     (d) Reserves for Defense and Cost  Containment Expense;
     (e) Reserves for unearned premiums;  (f) Ceding Commission due the Company;
         and
     (g) Profit Sharing due the Company.

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

     Should  amounts be held  pursuant to  paragraphs  3) or 4) above,  then the
     Company  shall pay  interest at the Prime Rate (as  defined  below) on such
     funds as may be held from time to time.

     Should any amounts (i) drawn down on a Letter of Credit be in excess of the
     actual amounts  required for paragraphs 1) and 3) above,  or (ii) withdrawn
     from a Security Trust Account be in excess of the actual  amounts  required
     for  paragraphs  1), 2) and 4) above,  then such  excess  amounts  shall be
     returned to the Reinsurers  forthwith and the Company shall pay interest at
     the  Prime  Rate on such  funds  from  the date  they  were  drawn  down or
     withdrawn to the date they are returned.

     Prime Rate:  The prime rate (the "Prime Rate") shall be determined for each
     business day in New York City,  and for  non-business  days shall equal the
     prime rate as determined  for the most recent  preceding  business day. The
     prime rate as published in The Wall Street Journal (Eastern  Edition) shall

                                    Page 28
<PAGE>

     be the primary  source for the Prime Rate. If The Wall Street  Journal does
     not  publish  such a rate for a business  day,  the Prime Rate shall be the
     highest of the rates  publicly  announced  by major  banks in New York City
     with total assets in excess of $XX billion that is applicable to such day.

Upon finalization of all liability of the Reinsurer hereon,  the Reinsurer shall
release any  residual  amounts  remaining  in the  Security  Trust  Accounts (A)
Section 1 to the Company,  in addition to Profit Sharing and the Reinsurer shall
retain any residual  amounts  remaining in Security Trust Account (A) Section 2.
In addition,  the Company shall return any and all original Letters of Credit to
the Reinsurer, if applicable.

The Company agrees to pay to the Reinsurer annually for:

     1.  Letters of Credit - the actual  costs up to XXX (X) basis points on the
         Letter of Credit value issued at the preceding December 31; or

     2.  Security  Trust  Account  (A)  Section  2 - a fee equal to XX (X) basis
         points  on  the  qualifying  assets  in  Security   Trust   Account (A)
         Section 2 that are contributed by the Reinsurer, in lieu  of Letters of
         Credit.


                                   ARTICLE 34
                                   ----------
MIX OF BUSINESS
---------------

The Company business combined for ERC, GE Re and GE Frankona shall be split into
Short Tail,  Medium Tail, and Long Tail expected premiums and loss categories as
per Exhibit B attached hereto.  Should any category's  actual Subject Net Earned
Premium  decrease or increase by more than X% (X percent) of its respective plan
Subject Net Earned Premium, or should any category's subclasses (individual row)
actual  Subject  Net Earned  Premium  increase  or  decrease by more than XX% (X
percent) of the  respective  line of business  plan  Subject Net Earned  Premium
within the  "Short",  "Medium",  or "Long"  categories,  then  either  party may
request  revisions to maintain  the economic  position had such change in mix of
business  not  occurred.  If the  Company  writes  a new  line of  business  not
specified in Exhibit B, the Company and the Reinsurer will mutually agree to its
categorization  as "Short",  "Medium" or "Long".  The  requested  change will be
based  solely on the  premium  weights  and plan  loss  weights  applied  to the
estimated payment patterns,  as provided by the Intermediary in the underwriting
submission.  No adjustment to rate on line shall occur due to actual loss ratios
or actual  payment  patterns  differing  from the plan loss ratios and estimated
payment patterns.

Should the receiving  party  disagree  with the proposed  premium  changes,  the
receiving  party  may  require  an  independent  review  to be  performed  by an
independent  actuarial  firm,  acceptable  to  both  parties.  The  cost of such
independent review will be shared equally by both parties. Such determination by
the independent firm shall be binding upon both parties. No change to Additional
Reinsurer  Margin  shall  apply to such  incremental  or  decreased  Reinsurance
Premiums as a result of this Article.

                                    Page 29

<PAGE>

                                   ARTICLE 35
                                   ----------

GOVERNING LAW
-------------

This  Agreement  shall  be  governed  as  to  performance,  administration,  and
interpretation by the laws of the State of New York, exclusive of the rules with
respect to  conflicts  of law, and except as to rules with respect to credit for
reinsurance  in which  case the  rules of all  applicable  states  shall  apply.
Notwithstanding the foregoing,  however,  this Article does not govern or affect
in any way the basis for any  decision or award of an  arbitration  panel acting
pursuant to the Article 32.





                                   ARTICLE 36
                                   ----------

PARTIES TO THIS AGREEMENT
-------------------------

This Agreement shall be binding upon all  successors,  assignees and transferees
of the parties to this Agreement, provided, however, that neither this Agreement
nor  any  rights  or  obligations  under  this  Agreement  may  be  assigned  or
transferred  to by any party  without  the prior  written  consent  of the other
party.


                                   ARTICLE 37
                                   ----------

ENTIRE AGREEMENT
----------------

This Agreement shall  constitute the entire  agreement  between the parties with
respect to the business reinsured hereunder. There are no understandings between
the  parties  other  than as  expressed  in this  Agreement  and any  change  or
modification  of this Agreement  shall be null and void unless made by amendment
to the Agreement and signed by both parties.


                                   ARTICLE 38
                                   ----------

INTERESTS & LIABILITIES
-----------------------

The interests and  liabilities of the Company and the  Affiliated  Companies are
joint and not several.

                                    Page 30

<PAGE>

                                   ARTICLE 39
                                   ----------
INTERMEDIARY
------------

Pegasus  Advisors  - Towers  Perrin  Reinsurance  is  hereby  recognized  as the
Intermediary   negotiating   this  Treaty  for  all  business   hereunder.   All
communications  (including  but not  limited to  notices,  statements,  premium,
return  premium,  commissions,  taxes,  losses,  defense  and  cost  containment
expense,  salvages and loss settlements) relating hereto shall be transmitted to
the  Company  or  the  Reinsurer   through  Pegasus  Advisors  -  Towers  Perrin
Reinsurance,  Forestal  Centre,  175 Powder  Forest Drive,  Weatogue,  CT 06089.
Payments  by the  Company  to the  Intermediary  shall be deemed  to  constitute
payment to the Reinsurer. Payments by the Reinsurer to the Intermediary shall be
deemed  to  constitute  payment  to the  Company  only to the  extent  that such
payments are actually received by the Company.

                                    Page 31
<PAGE>

                                   ARTICLE 40
                                   ----------

PROPORTION
----------

In witness  whereof,  the parties hereto have caused this Agreement to be signed
by their duly authorized representatives.

Signed for and on behalf of Employers  Reinsurance  Corporation,  GE Reinsurance
Corporation, GE Frankona Ruckversicherungs-Atkiengesellschaft.

By:              /s/ Jeffrey J. Cooper_____________________

Title:           Vice President__________________________

Date:            9/13/02_______________________________

Signed for and on behalf of Underwriters Reinsurance Company (Barbados) Inc. for
its  respective  XX% (X percent)  share of the interests and  liabilities of the
captioned Agreement.

By:             Mary Ann Gonsalves
                                   ------------------------------------

Title:          Managing Director_______________________

Date:           9/13/02
                -----------------------------------


<PAGE>


                                    EXHIBIT A

                      2002 Retrocession/Reinsurance Program

IRI:
IRI  has in  place  Per  Risk runoff  coverage  with  limits of  $XXXm excess of
$XXm for natural  perils,  excess of $XXm for fire and explosion  with differing
placed  percentages  by layer  (XX%-XX%)
We have completed a Cat program with limits of $XXXm excess of $XXm to cover the
runoff  portfolio  and the new  business  written.  IRI has  reduced the Maximum
Policy  Limits from $Xb to $XXm and has a XX%  uncapped  Quota Share for the new
portfolio.

Commercial  Insurance  Operations:  Westport  Ins  Co,  Coregis  Ins  Co.  First
Specialty Insurance Company.
Maximum  net per risk line is $Xm and cat  retention  of $XXm with cat limits to
the approximate XXX-year return period.
Other specific cat and per risk programs assigned to specific MGA programs. Each
has cat protection in place to the XXX-year occurrence level.
Coregis  and  Westport  have a XX.X%  of $Xm xs $Xm per  policy  program  on the
Affinity book (Insurance Agents, Lawyers, etc) with Fac placed above $XXm.
First  Specialty (E&S Company) has a XX% QS on $XXm limit  Umbrella  program and
generally keeps no more than $Xm net on the other business.
Other Casualty  Exposures  capped by specific  Retros or  Facultative  generally
above $X-Xm.
Westport  is  entering  into a new D&O program  where the  anticipated  net is a
maximum of XX% of $XXm. Expected premium volume of $XX-XXm for 2002.

P&C Americas Re (ERC and GE RE treaty and Fac)
A Whole Account Excess of Loss Layer provides limits of $XXm per occurrence with
2  reinstatements  in the  layer  of $XXm xs $XXm  and one in the  layer of $XXm
excess of $XXm for a total limit per year of $XXXm.
Industry Loss Warranty  Catastrophe programs in place to reduce the maximum loss
any one event above $XXm plus the reinstatement premiums.
The updated ILW program is as follows:
Inforce  through  6/30/02-  will be reviewed for adequacy  based upon  Aggregate
Exposures as of 6/30
$XX.Xm limit at $XXB Attachment
$XXm limit at $XXB Attachment
Inforce through 12/31/02
$XXm limit at a $XXB Attachment
$XXm Limit at a $XXB Attachment
$XXm Limit at a $XXB Attachment
GE RE has a XX% Casualty Facultative Program in runoff effective 1/1/02.
ERC has a XX% Quota  Share on the  Regional  Cat book  capped at an annual  loss
ratio of approximately XXX%.
Contract  Specific  Retros in place on certain  accounts with large  catastrophe
limits.
Healthcare  has a Per  Policy  XOL  treaty of $XXm  excess  of $XXm on  Hospital
business.
<PAGE>

WC Catastrophe Program with limits of $XXXm excess of $XXm with 2 reinstatements
on the first layer of $XXm xs $XXm,  1  reinstatement  on  remainder of program.
Program renews at 5/01/02 with expiring limits in runoff.  New WC cat program in
negotiation. The WC cat cover protects the treaty, fac and direct WC exposures.

GEF-

The attached slide outlines the basic program.  In addition,  the retentions are
$X-$XXm for Marine, Hull, Freight, Energy and Liability Department Specifics for
GEF London. For GEF (non-London),  the retentions are approximately $X.X million
and $XX.X million for marine. Casualty Coverage of $XXm excess of $XXm.

Unless otherwise specified, all of the retrocession/reinsurance  programs listed
above are in place for the entire Term of this Agreement.



<PAGE>


                                    EXHIBIT B

                        EMPLOYERS REINSURANCE CORPORATION
               WHOLE ACCOUNT AGGREGATE EXCESS OF LOSS RETROCESSION
                       JANUARY 1, 2002 - DECEMBER 31, 2002
<TABLE>
<CAPTION>

     Classification              Company                  LOB                 2002 Plan SNEP    % of Total

<S>       <C>                       <C>                    <C>                             <C>      <C>
         Short                     ERC                "Short Tail"                 XXX,XXX,XXX    XX.XX%
         Short                     ERC                   SIMMS                      XX,XXX,XXX     X.XX%
         Short                  Frankona              AviationFAC                  XXX,XXX,XXX     X.XX%
         Short                  Frankona               Aviation N                  XXX,XXX,XXX     X.XX%
         Short                  Frankona               Aviation P                   XX,XXX,XXX     X.XX%
         Short                  Frankona                 CREDIT                    XXX,XXX,XXX     X.XX%
         Short                  Frankona                FIREFAC                              X     X.XX%
         Short                  Frankona                 FIREN                               X     X.XX%
         Short                  Frankona                 FIREP                     XXX,XXX,XXX     X.XX%
         Short                  Frankona               MARINEFAC                             X     X.XX%
         Short                  Frankona                MARINEN                              X     X.XX%
         Short                  Frankona                MARINEP                              X     X.XX%
         Short                  Frankona                  MOTP                     XXX,XXX,XXX     X.XX%
         Short                    GE Re               Fac Property                           X     X.XX%
         Short                    GE Re              P & C Mixed PR                 XX,XXX,XXX     X.XX%
         Short                    GE Re               Property PR                  XXX,XXX,XXX     X.XX%
         Short                    GE Re               Property XS                   XX,XXX,XXX     X.XX%

      Total Short                                                                X,XXX,XXX,XXX    XX.XX%

         Medium                    ERC                   A&H PR                    XXX,XXX,XXX     X.XX%
         Medium                    ERC                   A&H XS                    XXX,XXX,XXX     X.XX%
         Medium                    ERC                  Auto PR                    XXX,XXX,XXX     X.XX%
         Medium                    ERC                  Auto XS                              X     X.XX%
         Medium                    ERC                   GL PR                      XX,XXX,XXX     X.XX%
         Medium                    ERC                   GL XS                      XX,XXX,XXX     X.XX%
         Medium                    ERC                   PL PR                     XXX,XXX,XXX     X.XX%
         Medium                    ERC                   W/C PR                    XXX,XXX,XXX     X.XX%
         Medium                    ERC                 Cas AL XS                    XX,XXX,XXX     X.XX%
         Medium                    ERC                  Cas E&O                     XX,XXX,XXX     X.XX%
         Medium                    ERC                 Cas GL XS                    XX,XXX,XXX     X.XX%
         Medium                    ERC                 Fac GL XS                   XXX,XXX,XXX     X.XX%
         Medium                    ERC                 Fac MM CM                    XX,XXX,XXX     X.XX%
         Medium                    ERC                 MM Treaty                    XX,XXX,XXX     X.XX%
         Medium                    ERC                NA Umbrella                   XX,XXX,XXX     X.XX%
         Medium                 Frankona                 GLFAC                     XXX,XXX,XXX     X.XX%
         Medium                 Frankona                  GLP                      XXX,XXX,XXX     X.XX%
         Medium                   GE Re               Fac Casualty                  XX,XXX,XXX     X.XX%
         Medium                   GE Re              P & C Mixed XS                 XX,XXX,XXX     X.XX%
         Medium                   GE Re               Prof Liab PR                  XX,XXX,XXX     X.XX%

      Total Medium                                                               X,XXX,XXX,XXX    XX.XX%

<PAGE>

          Long                     ERC                   W/C XS                              X     X.XX%
          Long                     ERC               A&H Gp Dis PR                           X     X.XX%
          Long                     ERC                 Cas WC XS                    XX,XXX,XXX     X.XX%
          Long                     ERC                 Fac MM OC                   XXX,XXX,XXX     X.XX%
          Long                     ERC                WC Spec Dir                   XX,XXX,XXX     X.XX%
          Long                     ERC                 Fac WC XS                             X     X.XX%
          Long                  Frankona                  MOTN                      XX,XXX,XXX     X.XX%
          Long                  Frankona                  GLN                      XXX,XXX,XXX     X.XX%
          Long                    GE Re               Casualty PR                   XX,XXX,XXX     X.XX%
          Long                    GE Re               Casualty XS                   XX,XXX,XXX     X.XX%
          Long                    GE Re               Prof Liab XS                  XX,XXX,XXX     X.XX%

       Total Long                                                                  XXX,XXX,XXX    XX.XX%

      Grand Total                                                                X,XXX,XXX,XXX   XXX.XX%

</TABLE>

<PAGE>


EXHIBIT C
                        NUCLEAR INCIDENT EXCLUSION CLAUSE
             LIABILITY - REINSURANCE - U.S.A. (NMA 1590) (BRMA 35A)


1.   This  Agreement  does  not cover  any loss or  liability  accruing  to  the
     Cedent as a member of, or  subscriber  to, any  association  of insurers or
     reinsurers  formed for the purpose of covering nuclear energy risks or as a
     direct or indirect reinsurer of any such member, subscriber or association.

2.   Without in  any  way  restricting  the  operation of  paragraph (1) of this
     Clause it is understood  and agreed that for all purposes of this Agreement
     all the original  policies of the Cedent (new,  renewal and replacement) of
     the  classes  specified  in Clause II of this  paragraph  (2) from the time
     specified  in Clause III of this  paragraph  (2) shall be deemed to include
     the following provision (specified as the Limited Exclusion Provision):

Limited Exclusion Provision*

       I. It is  agreed  that  the  policy  does not apply  under any  liability
          coverage, to (injury, sickness,  disease, death or destruction) bodily
          injury or property  damage with respect to which an insured  under the
          policy is also an  insured  under a nuclear  energy  liability  policy
          issued by  Nuclear  Energy  Liability  Insurance  Association,  Mutual
          Atomic Energy Liability  Underwriters or Nuclear Insurance Association
          of Canada,  or would be an insured  under any such  policy but for its
          termination upon exhaustion of its limits of liability.

      II. Family   Automobile  Policies  (liability  only),  Special  Automobile
          Policies  (private  passenger  automobiles,  liability only),  Farmers
          Comprehensive    Personal   Liability   Policies   (liability   only),
          Comprehensive Personal Liability Policies (liability only) or policies
          of a similar nature;  and the liability  portion of combination  forms
          related to the four  classes of  policies  stated  above,  such as the
          Comprehensive  Dwelling Policy and the applicable  types of Homeowners
          Policies.

     III. The  inception  dates  and  thereafter of  all  original  policies  as
          described in II above,  whether  new,  renewal or  replacement,  being
          policies which either

               (a)  become effective on or after 1st May, 1960, or

               (b)  become   effective   before   that  date  and  contain   the
                    Limited  Exclusion  Provision  set out above;  provided this
                    paragraph (2) shall not be  applicable to Family  Automobile
                    Policies,  Special Automobile  Policies,  Special Automobile
                    Policies or policies  or  combination  policies of a similar
                    nature,  issued by the  Cedent on New York  risks,  until 90
                    days following  approval of the Limited Exclusion  Provision
                    by the Governmental Authority having jurisdiction thereof.
<PAGE>

3.   Except for  those  classes of  policies specified in Clause II of paragraph
     (2) and without in any way  restricting  the  operation of paragraph (1) of
     this  Clause,  it is  understood  and agreed that for all  purposes of this
     Agreement the original  liability  policies of the Cedent (new, renewal and
     replacement) affording the following coverages:

          Owners,  Landlords  and  Tenants  Liability,   Contractual  Liability,
          Elevator  Liability,   Owners  or  Contractors  (including  railroad),
          Protective Liability, Manufacturers and Contractors Liability, Product
          Liability,   Professional  and  Malpractice  Liability,   Storekeepers
          Liability,   Garage   Liability,   Automobile   Liability   (including
          Massachusetts Motor Vehicle or Garage Liability)

     shall be deemed to include,  with respect to such coverages,  from the time
     specified  in  Clause V of this  paragraph  (3),  the  following  provision
     (specified as the Broad Exclusion Provision):

     Broad Exclusion Provision*

     It is agreed that the policy does not apply:

     I.   Under an Liability Coverage, to (injury,  sickness,  disease, death
          or destruction (bodily injury or property damage

          (a)  with  respect to  which  an  insured  under the policy is also an
               insured under a nuclear energy liability policy issued by Nuclear
               Energy  Liability  Insurance  Association,  Mutual  Atomic Energy
               Liability   Underwriters  or  Nuclear  Insurance  Association  of
               Canada,  or would be an insured under any such policy but for its
               termination upon exhaustion of its limit of liability; or

          (b)  resulting from  the  hazardous  properties  of  nuclear  material
               and with  respect  to which  (1) any  person or  organization  is
               required to maintain financial  protection pursuant to the Atomic
               Energy Act of 1954,  or any law  amendatory  thereof,  or (2) the
               insured is, or had this policy not been issued would be, entitled
               to  indemnity  from the United  States of America,  or any agency
               thereof, under any agreement entered into by the United States of
               America, or any agency thereof, with any person or organization.

     II.  Under  any  Medical  Payments  Coverage,  or  under any  Supplementary
          Payments  Provision relating to (immediate medical or surgical relief,
          (first aid,  to  expenses  incurred  with  respect to (bodily  injury,
          sickness, disease or death (bodily injury resulting from the hazardous
          properties  of nuclear  material and arising out of the operation of a
          nuclear facility by any person or organization.

<PAGE>

    III.  Under  any   Liability   Coverage,  to  (injury,  sickness,   disease,
          death or destruction  (bodily injury or property damage resulting from
          the hazardous properties of nuclear material if


          (a)  the  nuclear  material (1)  is at  any nuclear facility owned by,
               or  operated  by or on  behalf  of,  an  insured  or (2) has been
               discharged or dispersed therefrom;

          (b)  the  nuclear  material  is  contained in  spent  fuel or waste at
               any time possessed, handled, used, processed, stored, transported
               or disposed or by or on behalf of an insured; or

          (c) (the  injury,  sickness,  disease,  death  or   destruction   (the
               bodily injury or property  damage arises out of the furnishing by
               an  insured  of  services,   materials,  parts  or  equipment  in
               connection   with  the   planning,   construction,   maintenance,
               operation or use of any nuclear facility, but if such facility is
               located within the United States of America, its territories,  or
               possessions or Canada, this exclusion (c) applies only to (injury
               to or destruction of property at such nuclear facility  (property
               damage to such nuclear facility and any property thereat.

     IV.  As   used  in   this  endorsement:  "hazardous   properties"   include
          radioactive,  toxic or explosive properties;  "nuclear material" means
          source  material,  special  nuclear  material or by-product  material;
          "source   material",   "special  nuclear   material"  and  "by-product
          material"  have the meanings given to them in the Atomic Energy Act of
          1954 or in any law  amendatory  thereof;  "spent  fuel" means any fuel
          element or fuel  component,  solid or  liquid,  which has been used or
          exposed to radiation  in a nuclear  reactor;  "waste"  means any waste
          material (1) containing by-product material and (2) resulting from the
          operation  by any  person  or  organization  of any  nuclear  facility
          included within the definition of nuclear facility under paragraph (a)
          or (b) thereof; "nuclear facility" means

          (a)  any nuclear reactor,

          (b)  any  equipment  or  device  designed  or used for (1)  separating
               the isotopes of uranium or plutonium, (2) processing or utilizing
               spent fuel, or (3) handling, processing or packaging waste,

          (c)  any  equipment  or  device  used for the processing,  fabricating
               or alloying of special nuclear  material if at any time the total
               amount of such  material  in the  custody  of the  Insured at the
               premises where such equipment or device is located consists of or
               contains  more than 25 grams of  plutonium  or uranium 233 or any
               combination thereof, or more than 250 grams of uranium 235,
<PAGE>


          (d)  any  structure,  basin,  excavation,  premises  or place prepared
               or used for the storage or disposal of waste,  and  includes  the
               site on which any of the  foregoing  is located,  all  operations
               conducted on such site and all premises used for such operations;
               "nuclear reactor" means any apparatus designed or used to sustain
               nuclear fission in a self-supporting chain reaction or to contain
               a critical mass of fissionable material;

               (with respect to injury to or destruction  of property,  the word
               "injury" or "destruction"  ("property  damage" includes all forms
               of radioactive contamination of property.  (includes all forms of
               radioactive contamination of property.

     V.   The   inception  dates  and   thereafter  of   all  original  policies
          affording  coverages  specified in this  paragraph  (3),  whether new,
          renewal or  replacement,  being policies which become  effective on or
          after  1st  May,  1960,  provided  this  paragraph  (3)  shall  not be
          applicable to

          (i)  Garage  and  Automobile  Policies  issued  by  the  Cedent on New
               York risks, or

         (ii)  Statutory   liability   insurance  required   under  Chapter  90,
               General Laws of Massachusetts,  until 90 days following  approval
               of the Board Exclusion  Provision by the  Governmental  Authority
               having jurisdiction thereof.

4.   Without in  any  way  restricting   the  operation of paragraph (1) of this
     Clause,  it is understood and agreed that  paragraphs (2) and (3) above are
     not applicable to original  liability  policies of the Cedent in Canada and
     that with respect of such  policies  this Clause shall be deemed to include
     the Nuclear Energy Liability  Exclusion  Provisions adopted by the Canadian
     Underwriters'  Association  or  the  Independent  Insurance  Conference  of
     Canada.

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


*Note The words printed in italics in the Limited Exclusion Provision and in the
Broad  Exclusion  Provision  shall apply only in relation to original  liability
policies  which  include  a Limited  Exclusion  Provision  or a Broad  Exclusion
Provision containing those words.


<PAGE>


                                    EXHIBIT D

                       NUCLEAR INCIDENT EXCLUSION CLAUSE -
          PHYSICAL DAMAGE - REINSURANCE - U.S.A. (NMA 1119) (BRMA 35B)


1.   This  Contract  does  not cover  any  loss or  liability  accruing  to  the
     Reassured,  directly or  indirectly,  and whether as Insurer or  Reinsurer,
     from any Pool of Insurers or Reinsurers  formed for the purpose of covering
     Atomic or Nuclear Energy risks.

2.   Without in  any  way  restricting  the  operation  of paragraph (1) of this
     Clause,  this Contract does not cover any loss or liability accruing to the
     Reassured,  directly or  indirectly,  and whether as Insurer or  Reinsurer,
     from any insurance against Physical Damage (including business interruption
     or consequential loss arising out of such Physical Damage) to:

I.   Nuclear  reactor  power  plants  including  all  auxiliary  property on the
     site, or

     II.  Any  other  nuclear  reactor   installation,   including  laboratories
          handling   radioactive    materials   in   connection   with   reactor
          installations, and "critical facilities" as such, or

    III.  Installations   for   fabricating   complete   fuel  elements  or  for
          processing substantial  quantities of "special nuclear material",  and
          for  reprocessing,   salvaging,   chemically  separating,  storing  or
          disposing of "spent" nuclear fuel or waste materials, or

     IV.  Installations  other  than  those listed  in  paragraph (2)  III above
          using substantial quantities of radioactive isotopes or other products
          of nuclear fission.

3.   Without in  any  way  restricting  the operations of paragraphs (1) and (2)
     hereof,  this Contract does not cover any loss or liability by  radioactive
     contamination  accruing  to the  Reassured,  directly  or  indirectly,  and
     whether as Insurer or Reinsurer, from any insurance on property which is on
     the  same  site  as  a  nuclear   reactor  power  plant  or  other  nuclear
     installation and which normally would be insured therewith except that this
     paragraph (3) shall not operate

     (a)  where   the  Reassured  does  not  have  knowledge  of  such   nuclear
          reactor power plant or nuclear installation, or

     (b)  where  said  insurance  contains  a  provision  excluding coverage for
          damage  to  property   caused  by  or   resulting   from   radioactive
          contamination,  however caused. However on and after 1st January 1960,
          this  sub-paragraph (b) shall only apply provided the said radioactive
          contamination   exclusion   provision   has  been   approved   by  the
          Governmental Authority having jurisdiction thereof.

4.   Without  in  any  way restricting the operations of paragraphs (1), (2) and
     (3)  hereof,  this  Contract  does  not  cover  any  loss or  liability  by

<PAGE>

     radioactive   contamination   accruing  to  the   Reassured,   directly  or
     indirectly,  and  whether as Insurer or  Reinsurer,  when such  radioactive
     contamination is a named hazard specifically insured against.

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

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

7.   The Reassured to be sole judge of what constitutes:

     (a) substantial quantities, and

     (b) the extent of installation, plant or site


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

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

     (b)  with  respect  to  any risk  located in Canada  policies issued by the
          Reassured  on or  before  31st  December  1958  shall be free from the
          application  of the other  provisions of this Clause until expiry date
          or  31st  December  1960  whichever  first  occurs  whereupon  all the
          provisions of this Clause shall apply.


<PAGE>


                                    EXHIBIT E

       NUCLEAR ENERGY RISKS EXCLUSION CLAUSE (REINSURANCE) 1984 (WORLDWIDE
               EXCLUDING U.S.A. and CANADA) (NMA 1975) (BRMA 34B)


This Agreement shall exclude Nuclear Energy Risks whether such risks are written
directly and/or by way of reinsurance and/or via Pools and/or Associations.

For all purposes of this Agreement, Nuclear Energy Risks shall be defined as all
first party  and/or third party  insurances  (other than  Workers'  Compensation
and/or Employers' Liability) in respect of:

     (i)  nuclear reactors and nuclear power stations or plant

     (ii) any other  premises or facilities  whatsoever  related to or concerned
          with:

          (a) the production of nuclear energy or

          (b) the  production  or storage or handling of nuclear fuel or nuclear
              waste.

    (iii) any  other  premises  or facilities  eligible  for  insurance  by  any
          local  Nuclear Pool and/or  Association  but only to the extent of the
          requirements  of the  local  Pool  and/or  Association,  it being  the
          intention  always that  Reinsurers  shall  follow the  fortunes of the
          Reinsured  insofar as the Reinsured  complies with the requirements of
          any such local Pool and/or Association.

However, this Exclusion shall not apply

     (a)  to  any  insurance  or  reinsurance  in  respect of the  construction,
          erection  or  installation  of  buildings,  plant and  other  property
          (including   contractor's  plant  and  equipment  used  in  connection
          therewith):

          (i)  for the storage of nuclear  fuel - prior to the  commencement  of
               storage.

         (ii)  as regards reactor installations - prior to the commencement
               of  loading  of nuclear  fuel into the  reactor,  or prior to the
               initial  criticality,   depending  on  the  commencement  of  the
               insurance  or  reinsurance  of the  relevant  local  Nuclear Pool
               and/or Association.

     (b)  to  any  Machinery  Breakdown  or  other  Engineering   insurance   or
          reinsurance  not coming  within the scope of (a) above,  nor affording
          coverage in the "higher radioactivity" zone.

Notwithstanding  the provisions of this Clause,  certain liabilities the type of
which by market  practice  and custom  have not been  declared  to the  Japanese
Nuclear Pool are covered hereunder.


<PAGE>


                                    EXHIBIT F

              WAR RISKS EXCLUSION CLAUSE (REINSURANCE) ( BRMA 56B)


As regards  interests which at time of loss or damage are on shore, no liability
shall attach hereto in respect of any loss or damage which is occasioned by war,
invasion,   hostilities,   acts  of  foreign  enemies,   civil  war,  rebellion,
insurrection, military or usurped power, or martial law or confiscation by order
of any government or public authority.

This War Exclusion Clause shall not, however, apply to interest which at time of
loss or damage are within the territorial limits of the United States of America
(comprising  the fifty  States of the Union and the  District of  Columbia,  its
territories   and   possessions,   including  the  Panama  Canal  Zone  and  the
Commonwealth  of Puerto Rico and including  Bridges between the United States of
America and Mexico provided they are under United States ownership), Canada, St.
Pierre  and  Miquelon,  provided  such  interests  are  insured  under  original
policies,  endorsements  or binders  containing a standard war or hostilities or
warlike operations exclusion clause.

Nevertheless,  this  clause  shall not be  construed  to apply to loss or damage
occasioned by riots,  strikes,  civil commotion,  vandalism,  malicious  damage,
including acts committed by agents of any  government,  party or faction engaged
in war, hostilities or other warlike operation,  provided such agents are acting
secretly and not in  connection  with any  operations of military or naval armed
forces in the country where the interests insured are situated.



<PAGE>


                                    EXHIBIT G

                        INSOLVENCY FUNDS EXCLUSION CLAUSE


This Agreement excludes all liability of the Ceding Company arising by contract,
operation of law or otherwise,  from its  participation  or membership,  whether
voluntary or involuntary, in any insolvency fund. "Insolvency Fund" includes any
guarantee  fund,  insolvency  fund,  plan,  pool,  association,  fund  or  other
arrangement, howsoever denominated,  established or governed, which provides for
any  assessment of or payment or assumption by the Ceding Company of part or all
of any  claim,  debt,  charge,  fee or other  obligation  of an  insurer  or its
successors or assigns  which has been declared by any competent  authority to be
insolvent or which is otherwise deemed unable to meet any claim,  debt,  charge,
fee or other obligation in whole or in part.



<PAGE>


                                    EXHIBIT H

               POOLS, ASSOCIATIONs AND SYNDICATES EXCLUSION CLAUSE

Section A:

Excluding:

     All business derived directly or indirectly from any Pool, Association,  or
     Syndicate,  except  for  the  IRI  Association,  which  maintains  its  own
     reinsurance facilities.

     Any Pool or Scheme (whether  voluntary or mandatory)  formed after March 1,
     1968 for the purpose of insurance  property whether on a country-wide basis
     or in  respect  of  designated  areas.  This  exclusion  shall not apply to
     so-called  Automobile  Insurance  Plans or other  Pools  formed to  provide
     coverage for Automobile Physical Damage.

Section B:

It is agreed that business written by the Company for the same perils,  which is
known at the time to be insured by, or in excess of underlying amounts placed in
the following Pools, Associations or Syndicates,  whether by way of insurance or
reinsurance, is excluded hereunder:

          Associated Factory Mutuals Improved Risk Mutuals Any Pool, Association
          or Syndicate  formed for the purpose of writing  (except for IRI) Oil,
          Gas or  Petro-Chemical  Plants and/or Oil or Gas Drilling Rigs, United
          States Aircraft  Insurance Group,  Canadian Aircraft  Insurance Group,
          Associated Aviation Underwriters, American Aviation Underwriters

Section B does not apply:

Where the Total Insured Value over all interests of the risk in question is less
than $XXX,XXX,XXX.

To  interests  traditionally  underwritten  as  Inland  Marine  or stock  and/or
contents written on a blanket basis.

To Contingent Business  Interruption,  except when the Company is aware that the
key  location  is known at the time to be insured in any Pool,  Association,  or
Syndicate named above other than as provided for under Section B(a).


<PAGE>


To risks as follows:

          Offices, Hotels, Apartments,  Hospitals,  Educational  Establishments,
          Public Utilities,  (other than railroad schedules) and builder's risks
          on the classes of risks specified in this subsection (d) only.

Where this clause attaches to Catastrophe  Excesses,  the following Section C is
added:

Section C:

Nevertheless the Reinsurer  specifically  agrees that liability  accruing to the
Company from its participation in:

The following so-called "Coastal Pools":

          Alabama Insurance Underwriting Association
          Florida Windstorm Underwriting Association
          Louisiana Insurance Underwriting Association
          Mississippi Windstorm Underwriting Association
          North Carolina Insurance Underwriting Association
          South Carolina Windstorm and Hail Underwriting Association
          Texas Catastrophe Property Insurance Association

                                       AND

All "Fair  Plan"  and  "Rural  Risk  Plan"  business  for all  perils  otherwise
protected  hereunder  shall  not  be  excluded,   except,   however,  that  this
reinsurance does not include any increase in such liability resulting from:

     (i)  The  inability  of  any  other  participant  in  such  "Coastal  Pool"
          and/or "Fair Plan" and/or "Rural Risk Plan" to meet its liability.

    (ii)  Any  claim  against  such  "Coastal  Pool"  and/or "Fair  Plan" and/or
          "Rural Risk Plan" or any participant  therein,  including the Company,
          whether by way of subrogation or otherwise, brought by or on behalf of
          any  insolvency  fund (as  defined in the  Insolvency  Fund  Exclusion
          Clause incorporated in this Contract).