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Exhibit 10.3    
    


Property Excess of Loss

Reinsurance Contract

Effective: January 1, 2007  


issued to 


Safety
Insurance Company

and

Safety Indemnity Insurance Company

both of Boston, Massachusetts 







Table of Contents  



	Article
 
	 	 
	 	Page

	

I	
 	

Classes of Business Reinsured	
 	

1
	

II	
 	

Commencement and Termination	
 	

1
	

III	
 	

Territory (BRMA 51A)	
 	

2
	

IV	
 	

Exclusions	
 	

2
	

V	
 	

Retention and Limit	
 	

3
	

VI	
 	

Reinstatement	
 	

3
	

VII	
 	

Definitions	
 	

4
	

VIII	
 	

Loss Occurrence	
 	

5
	

IX	
 	

Loss Notices and Settlements	
 	

7
	

X	
 	

Salvage and Subrogation	
 	

7
	

XI	
 	

Reinsurance Premium	
 	

8
	

XII	
 	

Late Payments	
 	

8
	

XIII	
 	

Offset (BRMA 36C)	
 	

10
	

XIV	
 	

Access to Records (BRMA 1D)	
 	

10
	

XV	
 	

Liability of the Reinsurer	
 	

10
	

XVI	
 	

Net Retained Lines (BRMA 32B)	
 	

10
	

XVII	
 	

Errors and Omissions (BRMA 14F)	
 	

10
	

XVIII	
 	

Currency (BRMA 12A)	
 	

10
	

XIX	
 	

Taxes (BRMA 50B)	
 	

11
	

XX	
 	

Federal Excise Tax	
 	

11
	

XXI	
 	

Unauthorized Reinsurers	
 	

11
	

XXII	
 	

Insolvency	
 	

12
	

XXIII	
 	

Arbitration	
 	

12
	

XXIV	
 	

Service of Suit (BRMA 49C)	
 	

13
	

XXV	
 	

Agency Agreement	
 	

14
	

XXVI	
 	

Governing Law (BRMA 71 B)	
 	

14
	

XXVII	
 	

Severability (BRMA 72E)	
 	

14
	

XXVIII	
 	

Intermediary (BRMA 23A)	
 	

14
	

 	
 	

Schedule A	
 	

 










   Property Excess of Loss  


 Reinsurance Contract  


 Effective: January 1, 2007  



issued to 


Safety
Insurance Company

and

Safety Indemnity Insurance Company

both of Boston, Massachusetts
 (hereinafter referred to collectively as the "Company")  


by 


The
Subscribing Reinsurer(s) Executing the

Interests and Liabilities Agreement(s)

Attached Hereto
 (hereinafter referred to as the "Reinsurer")  


Article I—Classes of Business Reinsured  


By
this Contract the Reinsurer agrees to reinsure the excess liability which may accrue to the Company under its policies, contracts and binders of insurance or reinsurance (hereinafter called
"policies") in force at the effective date hereof or issued or renewed on or after that date, and classified by the Company as Fire, Allied Lines, Homeowners Multiple Peril (Section I only),
Commercial Multiple Peril (Section I only) and Inland Marine business, subject to the terms, conditions and limitations set forth herein and in Schedule A attached to and forming part of
this Contract. 


Article II—Commencement and Termination  


	A.
	This
Contract shall become effective at 12:01 a.m., Eastern Standard Time, January 1, 2007, with respect to losses occurring at or after that time and date, and shall
remain in force until 12:01 a.m., Eastern Standard Time, January 1,2008.



	B.
	Notwithstanding
the provisions of paragraph A above, the Company may terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice
to the Subscribing Reinsurer in the event any of the following circumstances occur:



	1.
	The
Subscribing Reinsurer's policyholders' surplus at the inception of this Contract has been reduced by more than 20.0% of the amount of surplus 12 months prior to that date;
or



	2.
	The
Subscribing Reinsurer's policyholders' surplus at any time during the term of this Contract has been reduced by more than 20.0% of the amount of surplus at the dateof the
Subscribing Reinsurer's most recent financial statement filed with regulatory authorities and available to the public as of the inception of this Contract; or



	3.
	The
Subscribing Reinsurer's A.M. Best's rating has been assigned or downgraded below A- and/or Standard & Poor's rating has been assigned or downgraded below
BBB+; or



	4.
	The
Subscribing Reinsurer has become merged with, acquired by or controlled by any other company, corporation or individual(s) not controlling the Subscribing Reinsurer's operations
previously; or 





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	5.
	A
State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or



	6.
	The
Subscribing Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary) or proceedings have been instituted against the
Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or
control of its operations; or



	7.
	The
Subscribing Reinsurer has reinsured its entire liability under this Contract without the Company's prior written consent; or



	8.
	The
Subscribing Reinsurer has ceased assuming new and renewal property treaty reinsurance business.






	C.
	The
Reinsurer shall have no liability hereunder with respect to losses occurring after the effective date of termination or expiration. 



Article III—Territory (BRMA 51A)  



The
territorial limits of this Contract shall be identical with those of the Company's policies. 


Article IV—Exclusions  


This
Contract does not apply to and specifically excludes the following: 



	1.
	Loss
or damage occasioned by war, invasion, hostilities, acts of foreign enemies, civil war, rebellion, insurrection, military or usurped power, martial law or confiscation by order of
any government or public authority, but not excluding loss or damage which would be covered under a standard form of policy containing a standard war exclusion clause.



	2.
	Nuclear
risks as defined in the "Nuclear Incident Exclusion Clause—Physical Damage—Reinsurance" attached to and forming part of this Contract.



	3.
	Liability
as a member, subscriber or reinsurer of any Pool, Syndicate or Association; and any combination of insurers or reinsurers formed for the purpose of covering specific perils,
specific classes of business or for the purpose of insuring risks located in specific geographical areas; but this exclusion shall not apply to FAIR Plans or to SIR Pool, Franklin Pool, Coastal Pools,
Beach Plans or similar plans, however styled. It is understood and agreed, however, that this reinsurance does not include any increase in liability to the Company resulting from (a) the
inability of any other participant in a FAIR Plan, SIR Pool, Franklin Pool, Coastal Pool, Beach Plan or similar plan to meet its liability, or (b) any claim against such a FAIR Plan, SIR Pool,
Franklin Pool, Coastal Pool, Beach Plan or similar plan, or any participant therein, including the Company, whether by way of subrogation or otherwise, brought by or on behalf of any insolvency fund.



	4.
	Financial
guarantee and insolvency.



	5.
	Third
party liability.



	6.
	All
liability of the 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 guaranty fund, insolvency fund, plan, pool, association, fund or other arrangement, however denominated, established or governed, which provides for any assessment of or
payment or assumption by the Company of part or all of any claim, debt, charge, fee or other obligation of an insurer, or its successors or assigns, which has been 



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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. 



	7.
	All
classes of business not specifically listed in the Classes of Business Reinsured Article.



	8.
	Reinsurance
assumed, except pro rata local agency reinsurance on specific risks.



	9.
	Ex-gratia
payments.



	10.
	Risks
excluded under the provisions of the "Total Insured Value Clause" attached to and forming part of this Contract.



	11.
	Loss
or liability excluded under the "Terrorism Exclusion Clause" attached to and forming part of this Contract.



	12.
	Loss
and/or damage and/or costs and/or expenses arising from Seepage and/or Pollution and/or Contamination, other than contamination from Smoke Damage. Nevertheless, this exclusion
does not preclude any payment of the cost of the removal of debris of property damaged by a loss otherwise covered hereunder, but subject always to a limit of 25.0% of the Company's property loss
under the original policy. 






Article V—Retention and Limit  


	A.
	As
respects each excess layer of reinsurance coverage provided by this Contract, the Company shall retain and be liable for the first amount of ultimate net loss, shown as "Company's
Retention" for that excess layer in Schedule A attached hereto, as respectseach risk, each loss. The Reinsurer shall then be liable, as respects each excess layer, for the amount by which such
ultimate net loss exceeds the Company's applicable retention, but the liability of the Reinsurer under each excess layer shall not exceed the amount, as respects each risk, each loss, shown as
"Reinsurer's Per Risk Limit" for that excess layer in Schedule A attached hereto, nor shall it exceed the amount, shown as "Reinsurer's Per Occurrence Limit" for that excess layer in
Schedule A attached hereto, as respects anyone loss occurrence for the contract year under consideration.



	B.
	The
Company shall be the sole judge of what constitutes "one risk," except that in no event shall a building and its contents be considered more than one risk.



	C.
	The
Company shall be permitted to carry facultative reinsurance, recoveries under which shall inure to the benefit of this Contract. 



Article VI—Reinstatement  


	A.
	In
the event all or any portion of the reinsurance under any excess layer of reinsurance coverage provided by this Contract is exhausted by loss, the amount so exhausted shall be
reinstated immediately from the time the loss occurs hereon.



	1.
	As
respects the First Excess Layer:



	a.
	For
the first and second amount, shown as "Reinsurer's Per Risk Limit" for that excess layer in Schedule A attached hereto, of ultimate net loss so reinstated, the Company shall
pay no additional premium.



	b.
	For
the third amount, shown as "Reinsurer's Per Risk Limit" for that excess layer in Schedule A attached hereto, of ultimate net loss so reinstated, the Company agrees to pay
additional premium equal to the product of the following:



	i.
	The
percentage of the per risk limit for the excess layer reinstated (based on the loss paid by the Reinsurer under that excess layer); times 











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	ii.
	The
earned reinsurance premium for the excess layer reinstated for the term of this Contract (exclusive of reinstatement premium).







	2.
	As
respects the Second Excess Layer:



	a.
	For
the first amount, shown as "Reinsurer's Per Risk Limit" for that excess layer in Schedule A attached hereto, of ultimate net loss so reinstated, the Company shall pay no
additional premium.



	b.
	For
the second amount, shown as "Reinsurer's Per Risk Limit" for that excess layer in Schedule A attached hereto, of ultimate net loss so reinstated, the Company agrees to pay
additional premium equal to the product of the following:



	i.
	The
percentage of the per risk limit for the excess layer reinstated (based on the loss paid by the Reinsurer under that excess layer); timesii. The earned reinsurance
premium for the excess layer reinstated for the term of this Contract (exclusive of reinstatement premium).









	3.
	As
respects the Third Excess Layer, for each amount so reinstated, the Company agrees to pay additional premium equal to the product of the following:



	a.
	The
percentage of the per risk limit for the excess layer reinstated (based on the loss paid by the Reinsurer under that excess layer); times



	b.
	The
earned reinsurance premium for the excess layer reinstated for the term of this Contract (exclusive of reinstatement premium).









	B.
	Whenever
the Company requests payment by the Reinsurer of any loss under any excess layer hereunder, the Company shall submit a statement to the Reinsurer of reinstatement premium due
the Reinsurer for that excess layer. If the earned reinsurance premium for any excess layer for the term of this Contract has not been finally determined as of the date of any such statement, the
calculation of reinstatement premium due for that excess layer shall be based on the annual deposit premium for that excess layer and shall be readjusted when the earned reinsurance premium for that
excess layer for the term of this Contract has been finally determined. Any reinstatement premium shown to be due the Reinsurer for any excess layer as reflected by any such statement (less prior
payments, if any, for that excess layer) shall be payable by the Company concurrently with payment by the Reinsurer of the requested loss for that excess layer. Any return reinstatement premium shown
to be due the Company shall be remitted by the Reinsurer as promptly as possible after receipt and verification of the Company's statement.



	C.
	Notwithstanding
anything stated herein, the liability of the Reinsurer under any excess layer of reinsurance coverage provided by this Contract shall not exceed any of the following:



	1.
	The
amount, shown as "Reinsurer's Per Risk Limit" for that excess layer in Schedule A attached hereto, as respects each risk, each loss; or



	2.
	The
amount, shown as "Reinsurer's Per Occurrence Limit" for that excess layer in Schedule A attached hereto, as respects loss or losses arising out of anyone loss occurrence; or



	3.
	The
amount, shown as "Reinsurer's Term Limit" for that excess layer in Schedule A attached hereto, in all during the term of this Contract. 






Article VII—Definitions  


	A.
	"Ultimate
net loss" as used herein is defined as the sum or sums (including loss in excess of policy limits, extra contractual obligations, and all loss adjustment expense, as
hereinafter defined) paid or payable by the Company in settlement of claims and in satisfaction of judgments rendered on 


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account
of such claims, after deduction of all salvage, all recoveries and all claims on inuring insurance or reinsurance, whether collectible or not. Nothing herein shall be construed to mean that
losses under this Contract are not recoverable until the Company's ultimate net loss has been ascertained.B. "Loss in excess of policy limits" and "extra contractual obligations" as used herein shall
be defined as follows: 


	1.
	"Loss
in excess of policy limits" shall mean 90.0% of any amount paid or payable by the Company in excess of its policy limits, but otherwise within the terms of its policy, such loss
in excess of the Company's policy limits having been incurred because of, but not limited to, failure by the Company to settle within the policy limits or by reason of the Company's 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 an action against its insured or reinsured or in the preparation or
prosecution of an appeal consequent upon such an action.



	2.
	"Extra
contractual obligations" shall mean 90.0% of any punitive, exemplary, compensatory or consequential damages paid or payable by the Company, not covered by any other provision of
this Contract and which arise from the handling of any claim on business subject to this Contract, such liabilities arising because of, but not limited to, failure by the Company to settle within the
policy limits or by reason of the Company's 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 an action. An extra contractual obligation shall be deemed, in all circumstances, to have
occurred on the same date as the loss covered or alleged to be covered under the policy. 




Notwithstanding
anything stated herein, this Contract shall not apply to any loss in excess of policy limits or any extra contractual obligation incurred by the Company as a result of any fraudulent
and/or criminal act by any officer or director 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. 


Savings
Clause (Applicable only if the Subscribing Reinsurer is domiciled in the State of New York): In no event shall coverage be provided to the extent that such coverage is not permitted under New
York law. 


	C.
	"Loss
adjustment expense" as used herein shall mean expenses assignable to the investigation, appraisal, adjustment, settlement, litigation, defense and/or appeal of specific claims,
regardless of how such expenses are classified for statutory reporting purposes. Loss adjustment expense shall include, but not be limited to, interest on judgments, expenses of outside adjusters, and
declaratory judgment expenses or other legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto, but shall not include office expenses or salaries of
the Company's regular employees not classified as loss adjusters. 



Article VIII—Loss Occurrence  


	A.
	The
term "loss occurrence" shall mean the sum of all individual losses directly occasioned by anyone disaster, accident or loss or series of disasters, accidents or losses arising out
of one event which occurs within the area of one state of the United States or province of Canada and states or provinces contiguous thereto and to one another. However, the duration and extent of
anyone "loss occurrence" shall be limited to all individual losses sustained by the Company occurring 


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during
any period of 168 consecutive hours arising out of and directly occasioned by the same event, except that the term "loss occurrence" shall be further defined as follows: 


	1.
	As
regards windstorm, hail, tornado, hurricane, cyclone, including ensuing collapse and water damage, all individual losses sustained by the Company occurring during any period of 72
consecutive hours arising out of and directly occasioned by the same event. However, the event need not be limited to one state or province or states or provinces contiguous thereto.



	2.
	As
regards riot, riot attending a strike, civil commotion, vandalism and malicious mischief, all individual losses sustained by the Company occurring during any period of 72
consecutive hours within the area of one municipality or county and the municipalities or counties contiguous thereto arising out of and directly occasioned by the same event. The maximum duration of
72 consecutive hours may be extended in respect of individual losses which occur beyond such 72 consecutive hours during the continued occupation of an assured's premises by strikers, provided such
occupation commenced during the aforesaid period.



	3.
	As
regards earthquake (the epicenter of which need not necessarily be within the territorial confines referred to in paragraph A of this Article) and fire following directly
occasioned by the earthquake, only those individual fire losses which commence during the period of 168 consecutive hours may be included in the Company's "loss occurrence."



	4.
	As
regards "freeze," only individual losses directly occasioned by collapse, breakage of glass and water damage (including, but not limited to, those caused by bursting frozen pipes
and tanks) may be included in the Company's "loss occurrence."



	5.
	As
regards firestorms, brush fires and any other fires or series of fires, irrespective of origin (except as provided in subparagraphs 2 and 3 above), which spread through trees,
grassland or other vegetation, all individual losses sustained by the Company which occur during any period of 168 consecutive hours within 150-mile radius of any one fixed point selected
by the Company may be included in the Company's "loss occurrence." However, an individual loss subject to this subparagraph cannot be included in more than one "loss occurrence."






	B.
	Except
for those "loss occurrences," referred to in subparagraphs 1 and 2 of paragraph A above, the Company may choose the date and time when any such period of consecutive
hours commences, provided that it is not earlier than the date and time of the occurrence of the first recorded individual loss sustained by the Company arising out of that disaster, accident or loss,
and provided that only one such period of 168 consecutive hours shall apply with respect to one event.



	C.
	As
respects those "loss occurrences" referred to in subparagraphs 1 and 2 of paragraph A above, if the disaster, accident or loss occasioned by the event is of greater duration
than 72 consecutive hours, then the Company may divide that disaster, accident or loss into two or more "loss occurrences," provided no two periods overlap and no individual loss isincluded in more
than one such period and provided that no period commences earlier than the date and time of the occurrence of the first recorded individual loss sustained by the Company arising out of that disaster,
accident or loss.



	D.
	No
individual losses occasioned by an event that would be covered by 72 hours clauses may be included in any "loss occurrence" claimed under the 168 hours provision.



	E.
	Any
date change, including leap-year calculations, shall not in and of itself be regarded as an event for purposes of this Contract. 


6







 

	1.
	This
includes any loss, damage, cost, claim or expense, whether preventative, remedial or otherwise, directly or indirectly arising out of or relating to:



	a.
	The
calculation, comparison, differentiation, sequencing or processing of data involving a date change, including leap-year calculations, by any computer system, hardware,
program or software and/or any microchip, integrated circuit or similar device in computer equipment or non-computer equipment, whether the property of the insured or not; or



	b.
	Any
change, alteration or modification involving a date change, including leap year calculations, to any such computer system, hardware, program or software or any microchip,
integrated circuit or similar device in computer equipment or non-computer equipment, whether the property of the insured or not. 








This
subparagraph shall apply regardless of any other cause or event that contributes concurrently or in any sequence to the loss, damage, cost, claim or expense. 



However,
this subparagraph shall not apply as respects physical damage occurring at the insured's premises arising out of the perils covered under this Contract. 



	2.
	Notwithstanding
subparagraph 1 above, this Contract shall not cover any costs and expenses, whether preventative, remedial or otherwise, arising out of or relating to change,
alteration or modification of any computer system, hardware, program or software or any microchip, integrated circuit or similar device in computer or non-computer equipment, whether the
property of the insured or not.






	F.
	Losses
arising, directly or indirectly, out of:



	1.
	Loss
of, alteration of, or damage to; 







or




	2.
	A
reduction in the functionality, availability or operation of 





A
computer system, hardware, program, software, data, information repository, microchip, integrated circuit or similar device in computer equipment or non-computer equipment, whether the
property of the policyholder of the Company or not, do not in and of themselves constitute an event unless arising out of one or more of the following perils:Fire, lightning, explosion, aircraft or
vehicle impact, falling objects, windstorm, hail, tornado, cyclone, hurricane, earthquake, volcano, tsunami, flood, freeze or weight of snow. 





Article IX—Loss Notices and Settlements  


	A.
	Whenever
a loss sustained by the Company appears likely to result in a claim hereunder, the Company shall notify the Reinsurer, and the Reinsurer shall have the right to participate in
the adjustment of the loss at its own expense.



	B.
	All
loss settlements made by the Company, provided they are within the terms of this Contract, shall be binding upon the Reinsurer, and the Reinsurer agrees to pay all amounts for
which it may be liable upon receipt of reasonable evidence of the amount paid (or scheduled to be paid) by the Company. 



Article X—Salvage and Subrogation  


The
Reinsurer shall be credited with salvage (i.e., reimbursement obtained or recovery made by the Company, less the actual cost, excluding salaries of officials and employees of the Company and sums
paid to attorneys as retainer, of obtaining such reimbursement or making such recovery) on account of claims and settlements involving reinsurance hereunder. Salvage thereon shall always be used to 


7







 

reimburse
the excess carriers in the reverse order of their priority according to their participation before being used in any way to reimburse the Company for its primary loss. The Company hereby
agrees to enforce its rights to salvage or subrogation relating to any loss, a part of which loss was sustained by the Reinsurer, and to prosecute all claims arising out of such rights. 



Article XI—Reinsurance Premium  


	A.
	As
premium for each excess layer of reinsurance coverage provided by this Contract, the Company shall pay the Reinsurer the greater of the following:



	1.
	The
amount, shown as "Annual Minimum Premium" for that excess layer in Schedule A attached hereto (or a pro rata portion thereof if a Subscribing Reinsurer's share under that
excess layer is terminated in accordance with the provisions of this Contract); or



	2.
	The
percentage, shown as "Premium Rate" for that excess layer in Schedule A attached hereto, of the Company's net earned premium for the term of this Contract.






	B.
	The
Company shall pay the Reinsurer an annual deposit premium for each excess layer of the amount, shown as "Annual Deposit Premium" for that excess layer in Schedule A attached
hereto, in four equal installments of the amount, shown as "Quarterly Deposit Premium" for that excess layer in Schedule A attached hereto, on January 1, April 1, July 1
and October 1 of 2007. In the event a Subscribing Reinsurer's share under any excess layer hereof is terminated, no quarterly deposit premium installment for such layer(s) shall be due to such
Subscribing Reinsurer after the effective date of termination.



	C.
	Within
60 days after the termination or expiration of this Contract, the Company shall provide a report to the Reinsurer setting forth the premium due hereunder for each excess
layer, computed in accordance with paragraph A, and any additional premium due the Reinsurer or return premium due the Company for each such excess layer shall be remitted promptly.



	D.
	"Net
earned premium" as used herein is defined as gross earned premium of the Company for the classes of business reinsured hereunder, less the earned portion of premiums ceded by the
Company for reinsurance which inures to the benefit of this Contract. For purposes of calculating net earned premium, 90.0% of Homeowners Multiple Peril and 80.0% of Commercial Multiple Peril total
basic policy premium on indivisible premium policies shall be considered subject premium. 



Article XII—Late Payments  


	A.
	The
provisions of this Article shall not be implemented unless specifically invoked, in writing, by one of the parties to this Contract.



	B.
	In
the event any premium, loss or other payment due either party is not received by the intermediary named in the Intermediary Article (BRMA 23A) (hereinafter referred to as the
"Intermediary") by the payment due date, the party to whom payment is due may, by notifying the Intermediary in writing, require the debtor party to pay, and the debtor party agrees to pay, an
interest penalty on the amount past due calculated for each such payment on the last business day of each month as follows:



	1.
	The
number of full days which have expired since the due date or the last monthly calculation, whichever the lesser; times



	2.
	1/365ths
of the six-month United States Treasury Bill rate as quoted in The Wall Street Journal on the first business day of
the month for which the calculation is made; times 





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	3.
	The
amount past due, including accrued interest. It is agreed that interest shall accumulate until payment of the original amount due plus interest penalties have been received by the
Intermediary.






	C.
	The
establishment of the due date shall, for purposes of this Article, be determined as follows:



	1.
	As
respects the payment of routine deposits and premiums due the Reinsurer, the due date shall be as provided for in the applicable section of this Contract. In the event a due date is
not specifically stated for a given payment, it shall be deemed due 30 business days after the date of transmittal by the Intermediary of the initial billing for each such payment.



	2.
	Any
claim or loss payment due the Company hereunder shall be deemed due 30 business days after the proof of loss or demand for payment is transmitted to the Reinsurer. If such loss or
claim payment is not received within the 30 business days, interest will accrue on the payment or amount overdue in accordance with paragraph B above, from the date the proof of loss or demand
for payment was transmitted to the Reinsurer.



	3.
	As
respects any payment, adjustment or return due either party not otherwise provided for in subparagraphs 1 and 2 of this paragraph, the due date shall be as provided for in the
applicable section of this Contract. In the event a due date is not specifically stated for a given payment, it shall be deemed due 30 business days following transmittal of written notification that
the provisions of this Article have been invoked. 






For
purposes of interest calculations only, amounts due hereunder shall be deemed paid upon receipt by the Intermediary. 



	D.
	Nothing
herein shall be construed as limiting or prohibiting a Subscribing Reinsurer from contesting the validity of any claim, or from participating in the defense of any claim or
suit, or prohibiting either party from contesting the validity of any payment or from initiating any arbitration or other proceeding in accordance with the provisions of this Contract. If the debtor
party prevails in an arbitration or other proceeding, then any interest penalties due hereunder on the amount in dispute shall be null and void. If the debtor party loses in such proceeding, then the
interest penalty on the amount determined to be due hereunder shall be calculated in accordance with the provisions set forth above unless otherwise determined by such proceedings. If a debtor party
advances payment of any amount it is contesting, and proves to be correct in its contestation, either in whole or in part, the other party shall reimburse the debtor party for any such excess payment
made plus interest on the excess amount calculated in accordance with this Article.



	E.
	Interest
penalties arising out of the application of this Article that are $100 or less from any party shall be waived unless there is a pattern of late payments consisting of three or
more items over the course of any 12-month period. 


9









   Article XIII—Offset (BRMA 36C)  


The
Company and the Reinsurer shall have the right to offset any balance or amounts due from one party to the other under the terms of this Contract. The party asserting the right of offset may
exercise such right any time whether the balances due are on account of premiums or losses or otherwise. 


Article XIV—Access to Records (BRMA 1D)  


The
Reinsurer or its designated representatives shall have access at any reasonable time to all records of the Company which pertain in any way to this reinsurance. 


Article XV—Liability of the Reinsurer  


	A.
	The
liability of the Reinsurer shall follow that of the Company in every case and be subject in all respects to all the general and specific stipulations, clauses, waivers and
modifications of the Company's policies and any endorsements thereon. However, in no event shall this be construed in any way to provide coverage outside the terms and conditions set forth in this
Contract.



	B.
	Nothing
herein shall in any manner create any obligations or establish any rights against the Reinsurer in favor of any third party or any persons not parties to this Contract. 



Article XVI—Net Retained Lines (BRMA 32B)  


	A.
	This
Contract 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 Contract 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.



	B.
	The
amount of the Reinsurer's liability hereunder 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 reinsurer(s), whether such inability arises from the insolvency of such other reinsurer(s) or otherwise. 




Article XVII—Errors and Omissions (BRMA 14F)  


Inadvertent
delays, errors or omissions made in connection with this Contract or any transaction hereunder shall not relieve either party from any liability which would have attached had such delay,
error or omission not occurred, provided always that such error or omission is rectified as soon as possible after discovery. 


Article XVIII—Currency (BRMA 12A)  


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



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


10







 

Article XIX—Taxes (BRMA 50B)  


In
consideration of the terms under which this Contract is issued, the Company will not claim a deduction in respect of the premium hereon when making tax returns, other than income or profits tax
returns, to any state or territory of the United States of America or the District of Columbia. 



Article XX—Federal Excise Tax  


	A.
	The
Reinsurer has agreed to allow for the purpose of paying the Federal Excise Tax the applicable percentage of the premium payable hereon as imposed under Section 4371 of the
Internal Revenue Code to the extent such premium is subject to the Federal Excise Tax.



	B.
	In
the event of any return of premium becoming due hereunder the Reinsurer will deduct the applicable percentage from the return premium payable hereon and the Company or its agent
should take steps to recover the tax from the United States Government. 



Article XXI—Unauthorized Reinsurers  


	A.
	If
the Reinsurer is unauthorized in any state of the United States of America or the District of Columbia, the Reinsurer agrees to fund its share of the Company's ceded United States
outstanding loss and loss adjustment expense reserves (including all case reserves plus any reasonable amount estimated to be unreported from known loss occurrences) by:



	1.
	Clean,
irrevocable and unconditional letters of credit issued and confirmed, if confirmation is required by the insurance regulatory authorities involved, by a bank or banks meeting
the NAIC Securities Valuation Office credit standards for issuers of letters of credit and acceptable to said insurance regulatory authorities; and/or



	2.
	Escrow
accounts for the benefit of the Company; and/or



	3.
	Cash
advances; 






if,
without such funding, a penalty would accrue to the Company on any financial statement it is required to file with the insurance regulatory authorities involved. The Reinsurer, at its sole option,
may fund in other than cash if its method and form of funding are acceptable to the insurance regulatory authorities involved. 



	B.
	With
regard to funding in whole or in part by letters of credit, it is agreed that each letter of credit will be in a form acceptable to insurance regulatory authorities involved, will
be issued for a term of at least one year and will include an "evergreen clause," which automatically extends the term for at least one additional year at each expiration date unless written notice of
non-renewal is given to the Company not less than 30 days prior to said expiration date. The Company and the Reinsurer further agree, notwithstanding anything to the contrary in
this Contract, that said letters of credit may be drawn upon by the Company or its successors in interest at any time, without diminution because of the insolvency of the Company or the Reinsurer, but
only for one or more of the following purposes:



	1.
	To
reimburse itself for the Reinsurer's share of losses and/or loss adjustment expense paid under the terms of policies reinsured hereunder, unless paid in cash by the Reinsurer;



	2.
	To
reimburse itself for the Reinsurer's share of any other amounts claimed to be due hereunder, unless paid in cash by the Reinsurer;



	3.
	To
fund a cash account in an amount equal to the Reinsurer's share of any ceded outstanding loss and loss adjustment expense reserves (including all case reserves plus any reasonable
amount estimated to be unreported from known loss occurrences) funded by means of a letter 





11







 


of
credit which is under non-renewal notice, if said letter of credit has not been renewed or replaced by the Reinsurer 10 days prior to its expiration date; 



	4.
	To
refund to the Reinsurer any sum in excess of the actual amount required to fund the Reinsurer's share of the Company's ceded outstanding loss and loss adjustment expense reserves
(including all case reserves plus any reasonable amount estimated to be unreported from known loss occurrences), if so requested by the Reinsurer. In the event the amount drawn by the Company on any
letter of credit is in excess of the actual amount required for 8(1) or 8(3), or in the case of 8(2), the actual amount determined to be due, the Company shall promptly return to the Reinsurer the
excess amount so drawn. 






Article XXII—Insolvency  


	A.
	In
the event of the insolvency of one or both of the reinsured companies, 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 or bond reinsured which claim 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, 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.



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



	C.
	It
is further understood and agreed that, in the event of the insolvency of one or both of the reinsured companies, the reinsurance under this Contract shall be payable directly by the
Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract
specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) 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 such payees. 





Article XXIII—Arbitration  


	A.
	As
a condition precedent to any right of action hereunder, in the event of any dispute or difference of opinion hereafter arising with respect to this Contract, it is hereby mutually
agreed that such dispute or difference of opinion shall be submitted to arbitration. One Arbiter shall be chosen by the Company, the other by the Reinsurer, and an Umpire shall be chosen by the two
Arbiters before they enter upon arbitration, all of whom shall be active or retired disinterested executive officers of insurance or reinsurance companies or Lloyd's London Underwriters. In the event
that either party should fail to choose an Arbiter within 30 days following a written request 


12







 

by
the other party to do so, the requesting party may choose two Arbiters who shall in turn choose an Umpire before entering upon arbitration. If the two Arbiters fail to agree upon the selection of
an Umpire within 30 days following their appointment, the two Arbiters shall request the American Arbitration Association to appoint the Umpire. If the American Arbitration Association fails to
appoint the Umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held
to appoint the Umpire. 



	B.
	Each
party shall present its case to the Arbiters within 30 days following the date of appointment of the Umpire. The Arbiters shall consider this Contract as an honorable
engagement rather than merely as a legal obligation and they are relieved of all judicial formalities and may abstain from following the strict rules of law. The decision of the Arbiters shall be
final and binding on both parties; but failing to agree, they shall call in the Umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision
of the Arbiters may be entered in any court of competent jurisdiction.



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



	D.
	Each
party shall bear the expense of its own Arbiter, and shall jointly and equally bear with the other the expense of the Umpire and of the arbitration. In the event that the two
Arbiters are chosen by one party, as above provided, the expense of the Arbiters, the Umpire and the arbitration shall be equally divided between the two parties.



	E.
	Any
arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings
pursuant hereto shall be governed by the law of the state in which the Company has its principal office. 



Article XXIV—Service of Suit (BRMA 49C)  


(Applicable
if the Reinsurer is not domiciled in the United States of America, and/or is not authorized in any State, Territory or District of the United States where authorization is required by
insurance regulatory authorities) 


	A.
	It
is agreed that in the event the Reinsurer fails to pay any amount claimed to be due hereunder, the Reinsurer, at the request of the Company, will submit to the jurisdiction of a
court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the Reinsurer's rights to commence an action in any
court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United
States or of any state in the United States.



	B.
	Further,
pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Reinsurer hereby designates the party named in its
Interests and Liabilities Agreement, or if no party is named therein, the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his
successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Company or any
beneficiary hereunder arising out of this Contract. 


13







 

Article XXV—Agency Agreement  


If
more than one reinsured company is named as a party to this Contract, the first named company shall be deemed the agent of the other reinsured companies for purposes of sending or receiving notices
required by the terms and conditions of this Contract, and for purposes of remitting or receiving any monies due any party. 


Article XXVI—Governing Law (BRMA 71B)  


This
Contract shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. 



Article XXVII—Severability (BRMA 72E)  


If
any provision of this Contract shall be rendered illegal or unenforceable by the laws, regulations or public policy of any state, such provision shaH be considered void in such state, but this
shall not affect the validity or enforceability of any other provision of this Contract or the enforceability of such provision in any other jurisdiction. 


Article XXVIII—Intermediary (BRMA 23A)  


Benfield Inc.
is hereby recognized as the Intermediary negotiating this Contract for all business hereunder. All communications (including but not limited to notices, statements, premium,
return premium, commissions, taxes, losses, loss adjustment expense, salvages and loss settlements) relating thereto shall be transmitted to the Company or the Reinsurer through Benfield Inc.
Payments by the Company to the Intermediary shail 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. 


In Witness Whereof, the Company by its duly authorized representative has executed this Contract as of the date undermentiond at: 


Boston,
Massachusetts, this 2nd day of Jan in the year 2007. 



	 	 	/s/  EDWARD N. PATRICK, JR.      
 Safety Insurance Company

Safety Indemnity Insurance Company




14








Schedule A

Excess Catastrophe

Reinsurance Contract

Effective: January 1, 2007  


issued to 


Safety
Insurance Company

and

Safety Indemnity Insurance Company

both of Boston, Massachusetts 



	 
	 	Second

Excess
	 	Third

Excess
	 	Fourth

Excess
	 
	

Company's Retention	
 	
$	

1,500,000	
 	
$	

2,500,000	
 	
$	

5,000,000	
 
	

Reinsurer's Per Risk Limit	
 	
$	

1,000,000	
 	
$	

2,500,000	
 	
$	

10,000,000	
 
	

Reinsurer's Per

Occurrence Limit	
 	
$	

2,000,000	
 	
$	

5,000,000	
 	
$	

10,000,000	
 
	

Reinsurer's Term Limit	
 	
$	

4,000,000	
 	
$	

7,500,000	
 	
$	

20,000,000	
 
	

Premium Rate	
 	
 	

0.2850	
%	
 	

0.2181	
%	
 	

0.3635	
%
	

Annual Minimum and

Deposit Premium	
 	
$	

157,000	
 	
$	

120,000	
 	
$	

200,000	
 
	

Quarterly Minimum and Deposit Premium	
 	
$	

39,250	
 	
$	

30,000	
 	
$	

50,000	
 





The
figures listed above for each excess layer shall apply to each Subscribing Reinsurer in the percentage share for that excess layer as expressed in its Interests and Liabilities Agreement attached
hereto. 







Nuclear Incident Exclusion Clause—Physical Damage—Reinsurance (U.S.A.)  


	1.
	This
Reinsurance 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 Reinsurance 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 Reinsurance 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
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 Reinsurance does not cover any loss or liability by 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.
	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. 












Total Insured Value Exclusion Clause  


        It is the mutual intention of the parties to exclude risks, other than Offices, Hotels, Apartments, Hospitals, Educational Establishments and Public Utilities
(except Railroad Schedules), and Builders Risks on the above classes, where at the time of cession, the Total Insured Value over all interests exceeds $250,000,000. However, the Company shall be
protected hereunder, subject to the other terms and conditions of this Contract, if subsequent to cession being made, the Company becomes acquainted with the true facts of the case and discovers that
the mutual intention has been inadvertently breached; on condition that the Company shall at the first opportunity, and certainly by next anniversary of the original policy, exclude the risk in
question. 


        It
is agreed that this mutual intention does not apply to Contingent Business Interruption or to interests traditionally underwritten as Inland Marine or to Stock and/or Contents written
on a blanket basis except where the Company is aware that the Total Insured Value of $250,000,000 is already exceeded for buildings, machinery, equipment and direct use and occupancy at the key
location. 



        It
is understood and agreed that this Clause shall not apply hereunder where the Company writes 100% of the risk. 







Terrorism Exclusion Clause  


	A.
	Notwithstanding
any provision to the contrary within this Contract or any addendum thereto, it is agreed that this Contract excludes loss, damage, cost or expense directly or
indirectly caused by, contributed to by, resulting from, arising out of or in connection with any "act of terrorism," as defined in the Terrorism Risk Insurance Act of 2002, as amended by the
Terrorism Risk Insurance Extension Act of 2005 (together the "Terrorism Act"), on primary or excess property and casualty insurance issued by the Company, regardless of any other cause or event
contributing concurrently or in any sequence to the loss.



	B.
	Notwithstanding
the above and subject otherwise to the terms, conditions and limitations of this Contract, this Contract will pay actual loss or damage caused by any act of terrorism
which does not meet the definition of "insured loss" set forth in the Terrorism Act or meets the definition of "insured loss" as set forth in the Terrorism Act, but results in loss under a policy that
is not included in "property and casualty insurance" as defined in the Terrorism Act, provided, in either case, (1) such loss or damage occurs in a line of insurance otherwise covered by this
Contract, and (2) in no event will this Contract provide coverage for loss, damage, cost or expense directly or indirectly caused by, contributed to by, resulting from, or arising out of or in
connection with biological, chemical, radioactive or nuclear explosion, pollution, contamination and/or fire following thereon. 








Property Excess of Loss

Reinsurance Contract

Effective: January 1, 2007  


issued to 


Safety
Insurance Company

and

Safety Indemnity Insurance Company

both of Boston, Massachusetts 


First
Property Excess of Loss Reinsurance 





	Reinsurers
	 	Participations
	 
	Aspen Insurance Limited

(for and on behalf of Aspen Insurance UK Limited)	 	2.5	%
	Hannover Ruckversicherungs-Aktiengesellschaft	 	10.0	 
	
Through Benfield Limited	
 	

 	
 
	Lloyd's Underwriters Per Signing Schedule	 	87.5	 
	Total	 	100.0	%




Second Property Excess of Loss Reinsurance 



	Reinsurers
	 	Participations
	 
	Aspen Insurance Limited

(for and on behalf of Aspen Insurance UK Limited)	 	2.5	%
	Hannover Ruckversicherungs-Aktiengesellschaft	 	10.0	 
	
Through Benfield Limited

Lloyd's Underwriters Per Signing Schedule	
 	

87.5	
 
	Total	 	100.0	%




Third Property Excess of Loss Reinsurance 



	Reinsurers
	 	Participations
	 
	Aspen Insurance Limited

(for and on behalf of Aspen Insurance UK Limited)	 	2.5	%
	Hannover Ruckversicherungs-Aktiengesellschaft	 	10.0	 
	
Through Benfield Limited

Lloyd's Underwriters Per Signing Schedule	
 	

87.5	
 
	Total	 	100.0	%









Interests and Liabilities Agreement  


of 


Hannover
Ruckversicherungs-Aktiengesellschaft

Hannover, Germany
 (hereinafter referred to as the "Subscribing Reinsurer")


with
respect to the 


Property Excess of Loss

Reinsurance Contract

Effective: January 1, 2007  


issued to and duly executed by 


Safety
Insurance Company

and

Safety Indemnity Insurance Company

both of Boston, Massachusetts 


The
Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the
attached Contract captioned above: 



	10.0	%	of the Second Excess Catastrophe Reinsurance
	10.0	%	of the Third Excess Catastrophe Reinsurance
	10.0	%	of the Fourth Excess Catastrophe Reinsurance






This
Agreement shall become effective at 12:01 a.m., Eastern Standard Time, January 1,2007, and shall continue in force until 12:01 a.m., Eastern Standard Time, January 1,
2008, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract
shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. 



In
any action, suit or proceeding to enforce the Subscribing Reinsurer's obligations under the attached Contract, service of process may be made upon
Mendes & Mount, 750 Seventh Avenue, New York, New York 10019. 


In Witness Whereof, the Subscribing Reinsurer by its duly authorized representative has executed this
Agreement as of the date undermentioned at:Hannover, Germany, this 6th day of February in the year 2007. 



	 	 	/s/  [ILLEGIBLE]      
 Hannover Ruckversicherungs-Aktiengesellschaft










Interests and Liabilities Agreement  


of 


Aspen
Insurance UK Limited

London, England

by

Aspen Insurance Limited

Hamilton, Bermuda
 (hereinafter referred to as the "Subscribing Reinsurer") with respect to the 


Property Excess of Loss

Reinsurance Contract

Effective: January 1, 2007  


issued to and duly executed by 


Safety
Insurance Company

and

Safety Indemnity Insurance Company

both of Boston, Massachusetts 


The
Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the
attached Contract captioned above: 



	2.5	%	of the Second Excess Catastrophe Reinsurance
	2.5	%	of the Third Excess Catastrophe Reinsurance
	2.5	%	of the Fourth Excess Catastrophe Reinsurance






This
Agreement shall become effective at 12:01 a.m., Eastern Standard Time, January 1,2007, and shall continue in force until 12:01 a.m., Eastern Standard Time, January 1,
2008, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract
shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. 



In
any action, suit or proceeding to enforce the Subscribing Reinsurer's obligations under the attached Contract, service of process may be made upon
Mendes &Mount, 750 Seventh Avenue, New York, New York 10019. 


In Witness Whereof, the Subscribing Reinsurer by its duly authorized representative has executed this
Agreement as of the date undermentioned at: 


Hamilton,
Bermuda, this 8th day of February in the year 2007. 



	 	 	/s/  [ILLEGIBLE]      
 Aspen Insurance Limited

(for and on behalf of Aspen Insurance UK Limited)









Interests and Liabilities Agreement  


of 


Certain
Underwriting Members of Lloyd's

shown in the Signing Schedules attached hereto

(hereinafter referred to as the "Subscribing Reinsurer") 


with
respect to the 


Property Excess of Loss

Reinsurance Contract

Effective: January 1, 2007  


issued to and duly executed by 


Safety
Insurance Company

and

Safety Indemnity Insurance Company

both of Boston, Massachusetts 


The
Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the
attached Contract captioned above: 



	87.5	%	of the Second Excess Catastrophe Reinsurance
	87.5	%	of the Third Excess Catastrophe Reinsurance
	87.5	%	of the Fourth Excess Catastrophe Reinsurance






This
Agreement shall become effective at 12:01 a.m., Eastern Standard Time, January 1,2007, and shall continue in force until 12:01 a.m., Eastern Standard Time,
January 1,2008, unless earlier terminated in accordance with the provisions of the attached Contract. 


The
Subscribing Reinsurers share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint
with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and
liabilities of the other reinsurers. 


In
any action, suit or proceeding to enforce the Subscribing Reinsurer's obligations under the attached Contract, service of process may be made upon
Mendes & Mount, 750 Seventh Avenue, New York, New York 10019. 


Signed
for and on behalf of the Subscribing Reinsurer in the Signing Schedules attached hereto. 







Signing Schedule  


attaching to and forming part of the 


Interests and Liabilities Agreement  


of 


Certain
Underwriting Members of Lloyd's 



	BUREAU REFERENCE	 	61562 22/01/07	 	BROKER NUMBER        1108
	
PROPORTION

%	
 	

SYNDICATE	
 	

UNDERWRITER'S

REFERENCE
	23.647	 	2001	 	RAB1508807VF
	10.642	 	2791	 	R1107PG00552
	14.190	 	1414	 	XR07AB018V6X
	7.095	 	2010	 	N07A7650A001
	10.642	 	0958	 	BVRAXNEN5401
	14.190	 	2003	 	AF7000121288
	7.094	 	2003	 	AFOOO0121471
	
TOTAL LINE	
 	

No. OF SYNDICATES	
 	

 
	87.500	 	7	 	 
	

THE LIST OF UNDERWRITING MEMBERS

OF LLOYDS IS IN RESPECT OF 2007

YEAR OF ACCOUNT









Signing Schedule  


attaching to and forming part of the 


Interests and Liabilities Agreement  


of 


Certain
Underwriting Members of Lloyd's 


with
respect to the 


Excess Catastrophe

Reinsurance Contract

Effective: January 1, 2007  


issued to and duly executed by 


Safety
Insurance Company

as defined in the above captioned Contract 


Contract
Number: B 1108 2006 S3P1126 


Second
Excess Catastrophe Reinsurance 


Now
Know Ye that We the Underwriters, Members of the Syndicates whose definitive number in the after-mentioned List of underwriting Members of Lloyd's are set out in the attached Table, hereby bind
ourselves each for his own part and not one for another, our Executors and Administrator, and in respect of the proportion only, to pay or make good to the Assured or to the Assured's Executors or
Administrators or to indemnify him or them against all such loss, or liability as herein provided, such payment to be made after such loss, damage or liability is proved and the due proportion for
which each of us, the Underwriters, is liable shall be ascertained by reference to his share, as shown in the said List, of the Amount, Percentage or Proportion of the total sum insured hereunder
which is in the Table set opposite the definitive number of the Syndicate of which such Underwriter is a Member AND FURTHER THAT the List of Underwriting Member of Lloyd's referred to above show their
respective Syndicates and Shares therein, is deemed to be incorporated in and to form part of the policy, bears the number specified in the attached Table and is available for inspection at Lloyd'
Policy Signing Office by the Assured or his or their representatives and a true copy of the material parts of the said List certified by the General Manager of Lloyd's Policy Signing Office will be
furnished to the Assuredon application. 


In
Witness whereof the General Manager of Lloyd's Policy Signing Office has subscribed his name on behalf of each of us. 



	 	 	LLOYD'S POLICY SIGNING OFFICE
	 	 	/s/  [ILLEGIBLE]      
 General Manager





Definitive
Numbers of Syndicates and Amount, Percentage

for Proportion of the Total Sum insured hereunder shared

between the Members of those Syndicates. 





SEVERAL
LIABILITY NOTICE

The subscribing reinsurers' obligations under contracts

of reinsurance to which they subscribe are several and














not
joint and are limited solely to the extent of their

individual subscriptions. The subscribing reinsurers are

not responsible for the subscription of any cosubscribing

reinsurer who for any reason does not

satisfy all or part of its obligations.

LSWIOOI (Reinsurance) 08/94 










Signing Schedule  


attaching to and forming part of the 


Interests and Liabilities Agreement  


of 


Certain
Underwriting Members of Lloyd's 



	BUREAU REFERENCE	 	61562 22/01/07	 	BROKER NUMBER        1108
	
PROPORTION

%	
 	

SYNDICATE	
 	

UNDERWRITER'S

REFERENCE
	17.500	 	2001	 	RAB1508807VF
	13.125	 	2791	 	R1107PG00552
	13.125	 	1414	 	XR07AB018V6X
	8.750	 	2010	 	N07A7650A001
	8.750	 	0958	 	BVRAXNEN5401
	17.500	 	2003	 	AF7000121288
	8.750	 	2003	 	AFOOO0121471
	
TOTAL LINE	
 	

No. OF SYNDICATES	
 	

 
	87.500	 	7	 	 
	THE LIST OF UNDERWRITING MEMBERS

OF LLOYDS IS IN RESPECT OF 2007

YEAR OF ACCOUNT









Signing Schedule  


attaching to and forming part of the 


Interests and Liabilities Agreement  


of 


Certain
Underwriting Members of Lloyd's 


with
respect to the 


Excess Catastrophe

Reinsurance Contract

Effective: January 1, 2007  


issued to and duly executed by 


Safety
Insurance Company

as defined in the above captioned Contract 


Contract
Number: B 1108 2006 S3P1126 


Second
Excess Catastrophe Reinsurance 


Now
Know Ye that We the Underwriters, Members of the Syndicates whose definitive number in the after-mentioned List of underwriting Members of Lloyd's are set out in the attached Table, hereby bind
ourselves each for his own part and not one for another, our Executors and Administrator, and in respect of the proportion only, to pay or make good to the Assured or to the Assured's Executors or
Administrators or to indemnify him or them against all such loss, or liability as herein provided, such payment to be made after such loss, damage or liability is proved and the due proportion for
which each of us, the Underwriters, is liable shall be ascertained by reference to his share, as shown in the said List, of the Amount, Percentage or Proportion of the total sum insured hereunder
which is in the Table set opposite the definitive number of the Syndicate of which such Underwriter is a Member AND FURTHER THAT the List of Underwriting Member of Lloyd's referred to above show their
respective Syndicates and Shares therein, is deemed to be incorporated in and to form part of the policy, bears the number specified in the attached Table and is available for inspection at Lloyd'
Policy Signing Office by the Assured or his or their representatives and a true copy of the material parts of the said List certified by the General Manager of Lloyd's Policy Signing Office will be
furnished to the Assuredon application. 


In
Witness whereof the General Manager of Lloyd's Policy Signing Office has subscribed his name on behalf of each of us. 



	 	 	LLOYD'S POLICY SIGNING OFFICE
	 	 	/s/  [ILLEGIBLE]      
 General Manager





Definitive
Numbers of Syndicates and Amount, Percentage

for Proportion of the Total Sum insured hereunder shared

between the Members of those Syndicates. 





SEVERAL
LIABILITY NOTICE

The subscribing reinsurers' obligations under contracts














of
reinsurance to which they subscribe are several and

not joint and are limited solely to the extent of their

individual subscriptions. The subscribing reinsurers are

not responsible for the subscription of any cosubscribing

reinsurer who for any reason does not

satisfy all or part of its obligations.

LSWIOOI (Reinsurance) 08/94 










Signing Schedule  


attaching to and forming part of the 


Interests and Liabilities Agreement  


of 


Certain
Underwriting Members of Lloyd's 



	BUREAU REFERENCE	 	61562 22/01/07	 	BROKER NUMBER        1108
	
PROPORTION

%	
 	

SYNDICATE	
 	

UNDERWRITER'S

REFERENCE
	17.949	 	2001	 	RAB1508807VF
	13.462	 	2791	 	R1107PG00552
	11.218	 	1414	 	XR07AB018V6X
	8.974	 	2010	 	N07A7650A001
	8.974	 	0958	 	BVRAXNEN5401
	17.949	 	2003	 	AF7000121288
	8.974	 	2003	 	AFOOO0121471
	
TOTAL LINE	
 	

No. OF SYNDICATES	
 	

 
	87.500	 	7	 	 
	THE LIST OF UNDERWRITING MEMBERS

OF LLOYDS IS IN RESPECT OF 2007

YEAR OF ACCOUNT









Signing Schedule  


attaching to and forming part of the 


Interests and Liabilities Agreement  


of 


Certain
Underwriting Members of Lloyd's 


with
respect to the 


Excess Catastrophe

Reinsurance Contract

Effective: January 1, 2007  


issued to and duly executed by 


Safety
Insurance Company

as defined in the above captioned Contract 


Contract
Number: B 1108 2006 S3P1126 


Second
Excess Catastrophe Reinsurance 



Now
Know Ye that We the Underwriters, Members of the Syndicates whose definitive number in the after-mentioned List of underwriting Members of Lloyd's are set out in the attached Table, hereby bind
ourselves each for his own part and not one for another, our Executors and Administrator, and in
respect of the proportion only, to pay or make good to the Assured or to the Assured's Executors or Administrators or to indemnify him or them against all such loss, or liability as herein provided,
such payment to be made after such loss, damage or liability is proved and the due proportion for which each of us, the Underwriters, is liable shall be ascertained by reference to his share, as shown
in the said List, of the Amount, Percentage or Proportion of the total sum insured hereunder which is in the Table set opposite the definitive number of the Syndicate of which such Underwriter is a
Member AND FURTHER THAT the List of Underwriting Member of Lloyd's referred to above show their respective Syndicates and Shares therein, is deemed to be incorporated in and to form part of the
policy, bears the number specified in the attached Table and is available for inspection at Lloyd' Policy Signing Office by the Assured or his or their representatives and a true copy of the material
parts of the said List certified by the General Manager of Lloyd's Policy Signing Office will be furnished to the Assuredon application. 


In
Witness whereof the General Manager of Lloyd's Policy Signing Office has subscribed his name on behalf of each of us. 



	 	 	LLOYD'S POLICY SIGNING OFFICE
	 	 	/s/  [ILLEGIBLE]      
 General Manager





Definitive
Numbers of Syndicates and Amount, Percentage

for Proportion of the Total Sum insured hereunder shared

between the Members of those Syndicates. 





SEVERAL
LIABILITY NOTICE

The subscribing reinsurers' obligations under contracts

of reinsurance to which they subscribe are several and














not
joint and are limited solely to the extent of their

individual subscriptions. The subscribing reinsurers are

not responsible for the subscription of any cosubscribing

reinsurer who for any reason does not

satisfy all or part of its obligations.

LSWIOOI (Reinsurance) 08/94 














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