EXHIBIT 10.2


                        QUOTA SHARE REINSURANCE AGREEMENT

                  (hereinafter referred to as the "Agreement")

                            Effective: [Closing Date]

                                 by and between

                UNIONE ITALIANA INSURANCE COMPANY OF AMERICA INC.
                   (hereinafter referred to as the "Company")

                                       and

                           NATIONAL INDEMNITY COMPANY
                  (hereinafter referred to as the "Reinsurer")


<PAGE>


                              W I T N E S S E T H:

         WHEREAS,   National  Indemnity  Company  (hereinafter  referred  to  as
"Seller" or "Reinsurer") and Jacobs Financial Group, Inc.  (hereinafter referred
to as  "Buyer")  have  entered  into the Stock  Purchase  Agreement  (the "Stock
Purchase Agreement"),  dated as of August 20, 2008, pursuant to which the Seller
has agreed to sell all of the issued and  outstanding  shares of common stock of
Unione Italiana  Insurance  Company of America Inc. (the "Company") to the Buyer
(the "Transaction"); and

         WHEREAS,  as contemplated by the Transaction,  the Reinsurer has agreed
to reinsure all  liabilities  of the Company  under  contracts of insurance  and
reinsurance incepting prior to the closing date of the Transaction; and

         WHEREAS,  in conjunction  with the assumption of the liabilities by the
Reinsurer as provided for under this Agreement,  the parties wish to provide for
the Reinsurer to cover and service all of the liabilities and obligations of the
Company  arising out of any  insurance  or  reinsurance  contract of the Company
issued on or before the Effective Date (as such term is defined herein below).

         NOW  THEREFORE in  consideration  of the mutual  covenants  hereinafter
contained and upon the terms and conditions set forth below,  the parties hereto
agree as follows:


                                    ARTICLE 1

BUSINESS REINSURED

The Company hereby cedes to the Reinsurer and the Reinsurer  hereby  accepts,  a
one hundred percent (100%) quota share  reinsurance  percentage of the Company's
Net  Retained   Liability   with  respect  to  all  contracts  of  insurance  or
reinsurance,  and all  endorsements,  riders,  amendments  and addenda  thereto,
written,  issued or renewed by the Company on or prior to the Effective  Date of
this  Agreement,  and which  have a contract  effective  date on or prior to the
Effective Date (hereinafter the "Covered Contracts").

In accordance with the terms of this Agreement,  the Reinsurer  hereby agrees to
pay directly on behalf of the Company any claims or losses  reinsured under this
Agreement which arise out of the Covered Contracts,  provided however,  that any
insured  or  policyholder  under a  Covered  Contract  shall not have a right to
assert claims related to such Covered Contracts directly against the Reinsurer.

The  liability of the  Reinsurer  with respect to each cession  hereunder  shall
commence  obligatorily and simultaneously  with that of the Company,  subject to
the terms, conditions and limitations hereinafter set forth.




<PAGE>
                                    ARTICLE 2

COMMENCEMENT AND CANCELLATION

Coverage under this Agreement  shall  commence at 12:01 a.m.,  Eastern  Standard
Time, [PUT IN DATE OF CLOSING AT SUCH TIME]  (hereinafter the "Effective Date"),
as respects any and all claims and losses, liabilities or obligations on Covered
Contracts  reinsured  hereunder,  and shall  continue in effect until all of the
Company's  claims,  losses,  liabilities or obligations  under Covered Contracts
have been fully and finally discharged.

                                    ARTICLE 3

ORIGINAL CONDITIONS AND EXCLUSIONS

All reinsurance under this Agreement in respect of the Company's gross insurance
liability  shall be subject to the same rates,  terms,  conditions,  waivers and
interpretations, and to the same modifications and alterations as the respective
Covered Contracts of the Company.  Notwithstanding the foregoing, the Company is
not  authorized  to enlarge the scope or extend or change the terms or coverages
of any Covered Contract in any manner, except where specifically pre-approved in
writing by the Reinsurer.  The Company shall  furthermore  take no position with
respect to the Covered Contracts or the coverage or obligations  thereunder that
has not been directed by the  Reinsurer,  it being the express  intention of the
parties hereto that the Reinsurer  shall have sole authority over, and financial
responsibility for, the Covered Contracts.

                                    ARTICLE 4

DEFINITIONS

"Allocated Loss Adjustment  Expense" or "ALAE" shall mean all costs and expenses
allocable to a specific  claim or loss  covered  under this  Agreement  that are
incurred by the Company in the investigation, adjustment, appraisal, settlement,
defense or appeal of such claim,  including court costs and costs of supersedeas
and appeal bonds,  and shall include  legal  expenses and costs  incurred by the
Company  in direct  connection  with  declaratory  judgment  actions  brought to
determine  the  Company's  defense   ("Declaratory   Judgment  Expense")  and/or
indemnification obligations that are allocable to specific Covered Contracts and
claims and losses covered under this  Agreement.  Declaratory  Judgment  Expense
shall be deemed to have been fully  incurred  by the  Company on the date of the
actual or alleged loss under the original  Covered  Contract  giving rise to the
action.  As used herein, a "supersedeas  bond" shall mean a bond required of one
who  petitions  to set aside a judgment  or  execution  and from which the other
party may be made whole if the action is unsuccessful.

"Unallocated  Loss Adjustment  Expense" or "ULAE" shall mean the salaries of the
officials or regular  employees of the  Reinsurer  or its  delegee(s)  or office
expenses,  fees or costs of  whatever  kind of the  Reinsurer  or its delegee in
connection with the administration of the Covered Contracts.

"Net Written  Premiums" shall mean gross written  premiums of the Company on the
Covered Contracts,  including therein any additional audit premiums, less return
premium for  cancellations and reductions on those Covered  Contracts,  and less
premiums paid for reinsurance that inures to the benefit of this Agreement.  For
purposes of this definition,  all reinsurance  purchased by the Company prior to
the Effective Date shall be considered inuring reinsurance to this Agreement.

<PAGE>

"Net Retained Liability" shall mean the remaining portion of the Company's gross
insurance  liability on each Covered  Contract  reinsured  under this  Agreement
after making deductions for all salvage, subrogation,  reinsurance collected and
any  other  applicable  funds  held,  trust  funds,  letters  of credit or other
applicable security as and when deductions are converted to cash by the Company.
Net Retained  Liability  shall include,  without  limitation,  any liability for
ALAE,  Extra  Contractual  Obligations  and Losses in Excess of Policy Limits in
respect of Covered Contracts for which the Company is or shall become liable.

"Unearned  Premium Reserve" shall mean gross unearned premiums of the Company on
all Covered  Contracts,  less return premium for cancellations and reductions on
Covered  Contracts,  and less premiums paid for  reinsurance  that inures to the
benefit of this  Agreement.  For purposes of this  definition,  all  reinsurance
purchased  by the  Company  shall  be  considered  inuring  reinsurance  to this
Agreement.

                                    ARTICLE 5

REINSURANCE PREMIUM

In  consideration  of the terms and  conditions  hereunder and in respect of the
obligations assumed by the Reinsurer  hereunder,  (a) on the Effective Date, the
Company shall pay to the Reinsurer as reinsurance  premium (i) an amount in cash
equal to one hundred (100%) percent of the Company's Unearned Premium Reserve on
Covered  Contracts,  if any,  plus  (ii)  the  Company's  carried  loss and ALAE
reserves,   including  IBNR,  and  ULAE  (ULAE  in  this  instance  being  those
unallocated loss adjustment  expenses of the Company that have been provided for
in the Company's  reserve(s) for such  expenses) as had been  established by the
Company as of the Effective  Date and prior to Closing,  if any  (together,  the
"Closing Reinsurance  Premium"),  and (b) from and after the Effective Date, the
Company hereby  assigns and shall pay to the Reinsurer  within ten (10) business
days of receipt thereof,  100% of all premiums and other consideration  received
on or after the Effective Date by the Company  respecting the Covered Contracts,
as well as all  uncollected  premiums  and  agents'  balances  in the  course of
collection and all amounts recoverable from the Company's reinsurers, as carried
by the Company on the Effective  Date (the "Post Closing  Reinsurance  Premium,"
and together with the Closing Reinsurance Premium, collectively the "Reinsurance
Premium").

                                    ARTICLE 6

CONDITIONS

The  Reinsurer,  or its agent or delegee  (which  agent or  delegee  shall be an
affiliate of the Reinsurer), shall have the right and the obligation to directly
manage and administer,  in the name of and on behalf of the Company, the Covered
Contracts and all aspects of the business reinsured hereunder. The Company shall
have the  obligation to tender to and defer to the  Reinsurer's  judgment on any
matters  relating  to such  business,  and shall take no actions  which could be
expected  to  impair  the  Reinsurer's  administration.  For  purposes  of  this
provision, such business includes any Covered Contract, and any of such business
that has been ceded to third party reinsurers.  The Reinsurer's obligation shall
include but not be limited to claims  adjustment,  negotiation or litigation and
reinsurance   claim   presentment,   settlement,   negotiation  or  commutation,
maintenance of records and filing of reports.  It is expressly  understood  that
there shall be no coverage hereunder for any claim,  loss,  liability or expense
to the extent that the Company willfully  restricts or deprives the Reinsurer of
its rights to  administer  the Covered  Contracts;  provided,  however  that the
Reinsurer shall provide  written notice to the Company of any such  restriction,
and, thereafter,  the Company shall have failed take such action within five (5)
business  days after  receipt of such notice to allow  Reinsurer to exercise its
rights to administer the Covered Contracts (but this proviso shall not reinstate

<PAGE>

coverage  for the Company  hereunder to the extent that the  Reinsurer  has been
prejudiced  by such  restriction  or  deprivation  of rights to  administer  the
Covered Contracts).

In furtherance of the foregoing, effective as of the Effective Date, the Company
hereby  appoints  the  Reinsurer  as its  attorney-in-fact  with  respect to the
rights,  duties and  privileges  and  obligations  of the  Company in and to the
Covered  Contracts  assumed or reinsured by the Reinsurer  hereunder,  with full
power and  authority  to act in the name,  place and stead of the  Company  with
respect to such Covered Contracts,  including without  limitation,  the power to
terminate such contracts,  service such contracts, to adjust, defend, settle and
to pay all claims,  to recover  salvage and  subrogation for any losses incurred
and to take such other and further  actions as may be  necessary or desirable to
effect the transactions contemplated by this Agreement. Accordingly, the Company
grants full  authority to the  Reinsurer  to adjust,  settle or  compromise  all
losses hereunder, and all such adjustments, settlements and compromises shall be
binding on the Company.

The  Company  agrees  that  after the  Effective  Date,  it will  forward to the
Reinsurer all notices and other written  communications  received by it relating
to the Covered  Contracts.  The Company  shall forward all such notices no later
than 14 days  following  receipt  by the  Company.  The  Company  agrees  to use
commercially  reasonable  efforts to cooperate  fully with the  Reinsurer in the
transfer of such administration.

In  addition,  the  Company  hereby  delegates  to the  Reinsurer  the right and
responsibility  to administer all statutory bank deposits,  collateral or letter
of credit  funds and issues in relation to the Covered  Contracts  (the  related
funds of which are understood to be the property of the  Reinsurer),  whether in
connection with business ceded to, or from, the Company.  The collateral pledged
for the benefit of the Company in relation to the business  ceded by the Company
(as it relates to Covered  Contracts) is understood to be held by the Company in
trust for the exclusive  benefit of the  Reinsurer.  As respects any  collateral
provided by the Company to counter-parties on any Covered Contracts, the Company
will not  voluntary  take any  actions  that  would  increase  or  enlarge  such
collateral requirements.

In complying with the terms and conditions of this Agreement,  the Company shall
act in a  fiduciary  capacity to  Reinsurer  as respects  the  business  that is
subject to the Covered Contracts and/or Retrocessional Agreements.


                                    ARTICLE 7

ASSIGNMENT OF RETROCESSIONAL AGREEMENTS


The Company  agrees that all of the rights and  liabilities of the Company under
any treaties,  contracts,  slips binders or other arrangements of reinsurance in
effect  as  of  the  Effective   Date  between  the  Company  (as  reinsured  or
retrocedent) and any other person to the extent that such reinsurance relates to
the Covered Contracts (the  "Retrocessional  Agreements") are pledged to and for
the  sole  benefit  of  the  Reinsurer.  To  the  extent  permitted  under  each
Retrocessional  Agreement,  as of the Effective  Date the Company  hereby sells,
assigns,  transfers and conveys to the  Reinsurer all rights,  and the Reinsurer
hereby  assumes,  all  obligations  of  the  Company  under  any  Retrocessional
Agreement,  including  any  letters of  credit,  trust  funds or other  security
mechanisms   outstanding  for  the  benefit  of  the  Company  pursuant  to  any
Retrocessional  Agreement.  For the  avoidance  of doubt,  for  purposes of this
Article  VII,  "obligations"  shall  include  all  obligations,  losses,  costs,
expenses and other liabilities under any Retrocessional  Agreements and shall be
deemed to include  statement  amounts  required to be paid by the Company to any
third  party  in  connection   with  over  or  past-due   reinsurance   premium,
unauthorized  reinsurance  and insolvent  reinsurers.  In addition,  the Company
hereby assigns to the Reinsurer all amounts collectible under any Retrocessional
Agreement.  The Company  agrees to forward any funds  collected by it under such

<PAGE>

reinsurance to the Reinsurer. as soon as practicable, but no later than ten (10)
days after receipt  thereof.  It is understood  and agreed that the costs of the
Reinsurer's  efforts to enforce  its rights as against any  retrocessionaire  or
other debtor as described in this Article shall be the Reinsurer's,  and not the
Company's.


                                    ARTICLE 8

SALVAGES AND SUBROGATION AND OTHER RECOVERIES

For so long as this  Agreement is in effect , the Reinsurer  shall be subrogated
to all of the rights of the Company against any other person or entity liable to
the Company or insured in respect of Net Retained  Liability  and the  Reinsurer
shall be entitled to any salvage or  subrogation  to which the Company  would be
entitled under the Covered Contracts.  It is specifically  understood and agreed
that  all  reinsurance/retrocession   recoveries  received  by  the  Company  in
connection  with the Covered  Contracts,  regardless  of whether  they relate to
claims payments  before or after the Effective  Date,  shall be credited for the
sole benefit of the Reinsurer.  To the extent directed by the Reinsurer,  and at
the  Reinsurer's  expense,  the  Company  shall  promptly  file  and  pursue  to
collection to the extent possible,  all claims against  financially  impaired or
insolvent reinsurers, and the Company shall promptly draw down on all letters of
credit,  withdraw funds from trusts or charge collections  against funds held to
collect  promptly  any  amounts  due  the  Company  in  respect  of the  Covered
Contracts.


                                    ARTICLE 9

LOSS IN EXCESS OF POLICY LIMITS AND EXTRA CONTRACTUAL OBLIGATIONS

This Agreement shall protect the Company for Loss In Excess Of Policy Limits and
Extra  Contractual  Obligations  relating only to liabilities  under the Covered
Contracts  administered  by the Reinsurer in accordance  with the  provisions of
ARTICLE 1.

"Loss in Excess of Policy  Limits" (XPL) means any amount paid or payable by the
Company in connection with loss in excess of the limit of the Covered  Contract,
such loss in excess of the limit having been  incurred  because of failure by it
to settle  within the Covered  Contract  limit or by reason of alleged or actual
negligence,  fraud,  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
in the preparation or prosecution of an appeal consequent upon such action.

"Extra  Contractual  Obligations"  means those liabilities not covered under any
other provision of this Agreement 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 Covered
Contract  limit,  or by reason of alleged or actual  negligence,  fraud,  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.

An Extra Contractual  Obligation and/or Loss in Excess of Policy Limits shall be
deemed to have occurred on the same date as the loss covered under the Company's
Covered Contract and shall constitute part of the original loss.


<PAGE>

However,  this Article  shall not apply where the Extra  Contractual  Obligation
and/or Loss in Excess of Policy  Limits has been  incurred  due to fraud  and/or
criminal act(s) by a member of the Board of Directors or a corporate  officer or
employees of the Company,  who are elected or appointed  following the Effective
Date, 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.  Further,  the Reinsurer
shall have no obligation  to indemnify  the Company under this  Agreement to the
extent any such liability hereunder arises out of or is attributable to the acts
or omissions of the employees,  officers, directors, agents and/or affiliates of
the Company elected or appointed after the Effective Date.

Collected  recoveries,  including any retentions  and/or  deductibles,  from any
other form of insurance or  reinsurance  which  protect the Company  against any
loss or liability  covered  under this Article shall inure to the benefit of the
Reinsurer and shall be deducted  from the total amount of any Extra  Contractual
Obligation  and/or Loss in Excess of Policy Limits in determining  the amount of
Extra Contractual  Obligation and/or Loss in Excess of Policy Limits which shall
be included in the calculation of Loss under this Agreement.


                                   ARTICLE 10

OFFSET

     A. The  Reinsurer  and the  Company  may offset at any time or from time to
time any  balances  or  amounts  due from one  party  to the  other  under  this
Agreement as permitted by applicable law.

     B. The offset  rights as set forth above shall not be  contingent  upon the
exercise of such rights or affected in any manner  whatsoever by the  insolvency
of any party to this Agreement.

                                   ARTICLE 11

ACCESS TO RECORDS

The Company  hereby  permits the  Reinsurer to keep all  original  copies of all
reports,  records,   underwriting  files,  claims  files  and  information  (the
"Records")  in the Company's  possession  on the Effective  Date relating to the
Covered  Contracts,  and shall  cooperate  with the Reinsurer in the transfer of
administration  of the Covered  Contracts.  All right title and interest in such
Records  shall  remain  with the  Company.  The  Company or its duly  authorized
representatives  shall  have  the  right  to  inspect,  through  its  authorized
representative,  at all  reasonable  times during the currency of this Agreement
and  thereafter,  such Records of the Reinsurer  pertaining  to the  reinsurance
provided hereunder and all claims made in connection therewith.

                                   ARTICLE 12

NO THIRD PARTY RIGHTS

The Reinsurer's quota share percentage of 100% of the Net Retained  Liability is
intended  for the sole  benefit of the parties to this  Agreement  and shall not
create  any  right on the part of an  insured  or  policyholder  under a Covered
Contract  against the  Reinsurer or any legal  relation  between such insured or
policyholder  and the  Reinsurer.  No provision of this Agreement is intended or
will be  construed  to confer  upon any person  other  than the  parties to this
Agreement and their  respective  heirs,  successors  and  permitted  assigns any
right, remedy or claim under or by reason of this Agreement.

<PAGE>

                                   ARTICLE 13

ARBITRATION

Any dispute arising under or related to this Agreement,  including its formation
and  validity,  shall be  submitted  to the  decision of a board of  arbitration
composed of two arbitrators and an umpire, meeting in New York, New York, unless
otherwise agreed.

The members of the board of arbitration shall be active or former  disinterested
officials of insurance or  reinsurance  companies.  Each party shall appoint its
arbitrator and the two arbitrators shall choose an umpire before instituting the
hearing.  In the event that either  party  should  fail to choose an  arbitrator
within thirty (30) days following a written  request by the other party to enter
upon  arbitration,  the requesting party may choose two arbitrators who shall in
turn choose an umpire  before  entering upon  arbitration.  In the event the two
arbitrators  fail to agree on an umpire  either  party  shall  have the right to
submit the matter to the American Arbitration  Association ("AAA") to appoint an
umpire for the  arbitration  using the AAA's  National  Roster of Insurance  and
Reinsurance Umpires, with the qualifications set forth above in this Article. If
the AAA fails to name an umpire, either party may request a judge of the federal
district  court  having  jurisdiction  over the  geographical  area in which the
arbitration is to take place, or if the federal court declines to act, a justice
of a Court of general  jurisdiction  of the state in which the arbitration is to
be held to appoint the umpire.

Each party shall  present  its case to the  arbitrators  within  sixty (60) days
following  the  date of such  party's  appointment.  The  board  shall  make its
decision with regard to the terms of this Agreement,  the original intentions of
the parties to the extent reasonably ascertainable,  and the custom and usage of
the insurance and  reinsurance  business.  The board shall issue its decision in
writing  based  upon a  hearing  in which  evidence  may be  introduced  without
following strict rules of evidence but in which  cross-examination  and rebuttal
shall be  allowed.  The board  shall make its  decision  within  sixty (60) days
following  the  termination  of the  hearings  unless the parties  consent to an
extension.  The  majority  decision of the board shall be final and binding upon
all parties to the  proceeding.  Judgment  may be entered  upon the award of the
board in any court  having  jurisdiction  thereof.  Each  party  shall  bear the
expense of its own  arbitrator and shall jointly and equally bear with the other
party  the  expense  of the  umpire.  The  remaining  costs  of the  arbitration
proceedings  shall be allocated by the board;  however,  the Board may not award
punitive, exemplary or treble damages.

                                   ARTICLE 14

INSOLVENCY

In the  event  of  the  insolvency  of the  Company,  and at the  option  of the
Reinsurer,  this reinsurance  shall be payable directly to the Company or to its
liquidator,  receiver,  conservator  or statutory  successor on the basis of the
liability of the Company  without  diminution  because of the  insolvency of the
Company or because the liquidator,  receiver, conservator or statutory successor
of the  Company  has failed to pay all or a portion of any claim.  It is agreed,
however,  that the liquidator,  receiver,  conservator or statutory successor of
the Company  shall give  written  notice to the  Reinsurer  of the pendency of a
claim against the Company,  indicating the policy insured, which would involve a
possible liability on the part of the Reinsurer,  within a reasonable time after
such claim is filed in the  conservation  or  liquidation  proceeding  or in the
receivership,  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 that it may deem
available to the Company or its liquidator,  receiver,  conservator or statutory
successor.  The expense  thus  incurred by the  Reinsurer  shall be  chargeable,

<PAGE>

subject to the approval of the Court, against the Company as part of the expense
of  conservation or liquidation to the extent of a pro rata share of the benefit
which may accrue to the Company solely as a result of the defense  undertaken by
the Reinsurer.

As to all reinsurance made, ceded, renewed or otherwise becoming effective under
this  Agreement,  the  reinsurance  shall be payable  as set forth  above by the
Reinsurer  to  the  Company  or to its  liquidator,  receiver,  conservator,  or
statutory successor (except as provided by Sections 4118(a) (1) (A) and 1114 (c)
of the New York  Insurance Law or) except (a) where the  applicable  reinsurance
agreement  specifically provides another payee in the event of the insolvency of
the Company,  or (b) where the Reinsurer  with the consent of the direct insured
or  insureds  has  assumed  such  policy  obligations  of the  Company as direct
obligations  of  the  Reinsurer  to  the  payees  under  such  policies  and  in
substitution for the obligations of the Company to the payees. Then, and in that
event  only,  the  Company,  with  the  prior  approval  of the  certificate  of
assumption on New York risks by the  Superintendent of Insurance of the State of
New York, is entirely  released from its  obligation  and the Reinsurer pays any
loss directly to payees under such Covered Contract.

Notwithstanding   anything   else   contained  in  this   Agreement,   under  no
circumstances howsoever arising shall the insolvency of the Company result in an
acceleration or enlargement of the  Reinsurer's  obligations  hereunder.  In the
event  of  insolvency  of  the  Company,  and at the  option  of the  Reinsurer,
policyholders,  cedents and  reinsurers of the Company shall have the ability to
deal  directly  with the  Reinsurer  on a  cut-through  basis in  respect of all
business  subject  to  this  Agreement,  and  the  Reinsurer  will  continue  to
administer the business  subject to this Agreement as though such insolvency had
not occurred,  including but not limited to the collection of all retrocessional
or other recoveries.


                                   ARTICLE 15

CHANGES IN CORPORATE STRUCTURE OR DOMICILE

The Company shall not  voluntarily  undertake any  extraordinary  changes to its
corporate  structure  or  domicile  that could have the effect of  expanding  or
accelerating  Reinsurer's  liability hereunder without the prior written consent
of the Reinsurer.


                                   ARTICLE 16

MISCELLANEOUS CONTRACT ADMINISTRATION

This Agreement  shall be governed by and construed  according to the laws of the
State of New York, exclusive of its rules with respect to conflicts of law.

The  performance  of  obligations  under or related to this  Agreement  shall be
undertaken by both parties in utmost good faith.

The parties hereto agree to execute and deliver such further  instruments and do
such further acts as may be reasonable and necessary and proper to carry out the
purposes of this Agreement.

Each party,  by its duly appointed  representative,  shall have the right at any
reasonable  time (whether  before or after the termination of this Agreement) to
audit,  examine  and copy all  records  in the  possession  of the  other  party
relating to the Covered Contracts.

<PAGE>

If any provision of this Agreement,  or the applicability thereto, to any person
or circumstances is held invalid, the remainder of this Agreement, including the
remainder of the section in which such provisions  appears, or the applicability
of such provisions to the other persons or circumstances,  shall not be affected
thereby.

All  notices  under this  Agreement  shall be in  writing  and shall be given by
courier or other  personal  delivery or by registered or certified mail directed
to the address below or such other address as the applicable party may hereafter
designate in writing:

         To the Reinsurer:

                           National Indemnity Company
                           100 First Stamford Place
                           Stamford, CT  06902
                           Attn:  General Counsel

                           with a copy to:

                           National Indemnity Company
                           3024 Harney Street
                           Omaha, Nebraska  68131
                           Attn:  Treasurer



         To the Company:

                           Jacobs Financial Group, Inc.
                           300 Summers Street, Suite 970
                           Charleston, West Virginia 25301
                           Attn:  John Jacobs

                           With a copy to:

                           Dechert LLP
                           1095 Avenue of the Americas
                           New York, New York  10036
                           Attn:  James H. Nix, Esq. and
                                  Jonathan E. Silverblatt, Esq.

This Agreement contains the entire understanding of the parties hereto as to the
subject matter hereof.  There shall be no modifications to this Agreement except
by mutual written agreement of the parties hereto.

This  Agreement  binds and  benefits  the  parties and their  respective  heirs,
successors  and  permitted  assigns.  No party may assign or delegate any of its
rights or obligations  under this Agreement without the prior written consent of
the  Reinsurer  (in the case of the Company) and the Company (in the case of the
Reinsurer),  provided however, that the Reinsurer may assign or delegate certain
management  and/or  administrative  duties  hereunder  to an  affiliate  of  the

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Reinsurer upon prior written notice to the Company; provided,  further, however,
that no such assignment shall relieve Reinsurer of its obligations hereunder.

The captions in this Agreement are inserted for convenience and shall not affect
the meaning or construction of any of the provisions hereof.

This Agreement may be executed in multiple counterparts,  each of which shall be
construed as an original.



IN WITNESS WHEREOF,  THE COMPANY HAS CAUSED THIS AGREEMENT TO BE EXECUTED BY ITS
DULY AUTHORIZED  REPRESENTATIVE(S) THIS _____ DAY OF __________,  IN THE YEAR OF
2008.

UNIONE ITALIANA INSURANCE COMPANY OF AMERICA INC.


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IN WITNESS  WHEREOF,  THE REINSURER HAS CAUSED THIS  AGREEMENT TO BE EXECUTED BY
ITS DULY AUTHORIZED  REPRESENTATIVE(S) THIS _____ DAY OF __________, IN THE YEAR
OF 2008.

NATIONAL INDEMNITY COMPANY




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