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                                                                   Exhibit 10.20

                                 VARIABLE SHARE
                       QUOTA SHARE REINSURANCE AGREEMENT

REINSURED:          Commonwealth Mortgage Assurance Company (and Affiliates)

REINSURER:          Capital Mortgage Reinsurance Company

EFFECTIVE DATE:     January 1, 1997

TERM:               Continuous from the Effective Date until terminated as
                    provided below.

DEFINITIONS:        When used in this Agreement, the following terms shall have
                    the specific meanings shown unless the context of any
                    provision hereof clearly indicates otherwise. Any
                    definitions set forth herein shall (i) include the singular
                    as well as plural, and (ii) all accounting terms involving
                    premium and loss calculations shall have the meanings
                    ascribed to them under statutory accounting principles
                    prescribed or permitted under the laws and regulations of
                    the Commonwealth of Pennsylvania.

                    "Affiliate" means any insurance company controlled by,
                    controlling or under common control with the Reinsured or
                    the Reinsurer, as applicable.

                    "Captive Insurer" means an insurer that is controlled by,
                    controlling or under common control with a mortgage
                    originator and assumes risk on mortgage loans insured by the
                    Reinsured (or any insurer controlled by, controlling or
                    under common control with the Reinsured) and originated by
                    such mortgage lender.

                    "Agreement" means this Variable Share Quota Share
                    Reinsurance Agreement.

                    "Losses" means losses paid plus allocated loss adjustment
                    expenses paid by the Reinsured during the Term of this
                    Agreement arising from Covered Business and reported by the
                    Reinsured within its statutory financial statements, net of
                    any salvage in connection therewith. The Reinsured's
                    determination of Losses shall be binding on the Reinsurer.
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               "Calendar Year" means each whole calendar year, i.e., each
               January 1 through December 31.

               "Calendar Year's Earned Premium" means for any Calendar Year, the
               amount of gross earned premium allocable to Covered Business and
               reported by the Reinsured within its statutory financial
               statement for the particular Calendar Year.

               "Calendar Year's Losses" means, for any Calendar Year, the amount
               of Losses allocable to Covered Business and reported by the
               Reinsured within its year-end statutory financial statement for
               the particular Calendar Year.

               "Calendar Year's Ever to Date Written Premium" means for any
               particular Calendar Year, the aggregate amount of all gross
               written premium allocable to Covered Business reported by the
               Reinsured within its year-end financial statements for the period
               from the Underwriting Year through the end of the particular
               Calendar Year.

               "Calendar Year's Ever to Date Covered Losses" means, for any
               particular Calendar Year, the aggregate amount of all Losses
               reimbursed, or reimbursable by the Reinsurer hereunder, whether
               under the Calendar Year Variable Quota Share Coverage or the
               Underwriting Year Excess Coverage, from the Effective Date
               through the end of the particular Calendar Year.

               "Underwriting Year" means the Calendar Year beginning January 1,
               1997 and ending December 31, 1997.

               "Underwriting Year's Written Premium" means the gross written
               premium allocable to Covered Business written by the Reinsured
               during the Underwriting Year.

               "Underwriting Year's Net Losses" means the aggregate of all
               losses allocable to Covered Business minus the amount of such
               Losses reimbursed, or reimbursable by the Reinsurer pursuant to
               this Agreement from the Effective Date through the end of a
               particular Calendar Year.


               "Gross Risk in Force" means the aggregate amount of exposure
               arising from Covered Business calculated as
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                         follows: (i) in the case of primary mortgage guaranty
                         insurance policies, the unpaid principal balance of
                         each mortgage loan insured multiplied by the coverage
                         percentage for each such loan, and (ii) in the case of
                         Agency Pool Insurance policies, the stop loss amount
                         for each policy less any losses paid by the Reinsured
                         in connection with such policy.

                         "Agency Pool Insurance" means coverage provided by the
                         Reinsured to either the Federal Home Loan Mortgage
                         Corporation or Federal National Mortgage Association
                         (the "Agencies") that a mortgage originator or one of
                         the Agencies purchases from the Reinsured on a pool of
                         mortgages sold to such Agency.

                         "Agency Pool Insurance Limit" means $100 million of
                         risk originated new for 1997 under Agency Pool
                         Insurance policies. For the avoidance of doubt, the
                         aggregate amount of Agency Pool Insurance risk the
                         Reinsured may write and cede to the Reinsurer under the
                         Agreement is $100 million and the maximum amount of
                         Loss on Agency Pool Insurance payable by the Reinsurer
                         is $15 million (i.e., 15% of $100 million). Any Agency
                         Pool Insurance risk written by the Reinsured in excess
                         of the Agency Pool Insurance Limit shall be voided for
                         coverage purposes on a last written first excluded
                         basis.

COVERED BUSINESS:        All primary mortgage guaranty insurance policies and
                         Agency Pool Insurance policies issued by the Reinsured
                         during the Underwriting Year, subject to the Agency
                         Pool Insurance Limit.

EXCLUSIONS:              (i)       Pool Insurance (other than Agency Pool
                                   Insurance)
                         (ii)      Reinsurance Assumed
                         (iii)     Any policy issued as a replacement for an
                         outstanding mortgage insurance policy of any entity
                         acquired by the Reinsured.
                         (iv)      Any policy with regard to which the insured
                         under such policy (or its affiliate) provides any
                         insurance or co-insurance (or its functional
                         equivalent) to the Reinsured in connection with such
                         policy.
                         (v)       Any policy for which any portion of the risk
                         is ceded to a Captive Insurer.
                         (vi)      Any Agency Pool Insurance Policy issued to
                         Norwest Mortgage Corporation.

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                         (vii)     Any policy issued in connection with
                         "supernotes," i.e., a risk sharing financial product
                         sold by the Reinsured.

COVERAGES:               Calendar Year Variable Quota Share Coverage: The
                         Reinsurer will assume as reinsurance and be liable for:

                         (i)       7.5% of the amount of each Calendar Year's
                                   Losses that do not exceed 55% of such
                                   Calendar Year's Earned Premium.

                         (ii)      11.25% of the amount of each Calendar Year's
                                   Losses that exceed 55% but are less than or
                                   equal to 180% of such Calendar Year's Earned
                                   Premium. Provided, however, that for any
                                   Calendar Year in which such Calendar Year's
                                   Losses exceed 55% of such Calendar Year's
                                   Earned Premium, the Reinsurer shall assume
                                   and be liable for an additional 3.75% of such
                                   Calendar Year's Losses up to 55% of such
                                   Calendar Year's Earned Premium.

                         (iii)     15% of the amount of each Calendar Year's
                                   Losses that exceed 180% of such Calendar
                                   Year's Earned Premium.

                         (iv)      100% of the amount of each Calendar Year's
                                   Losses that exceed 85% of the Reinsured's
                                   Gross Risk in Force at the end of such
                                   Calendar Year and are not covered pursuant to
                                   provisions (i) through (iii) above.

                         Underwriting Year Excess Coverage: The Reinsurer will
                         assume as reinsurance and be liable for:

                         (i)       100% of the Underwriting Year's Net Losses
                                   incurred by the Reinsured during Calendar
                                   Years one through four, to the extent that 8%
                                   of the Underwriting Year's Written Premium,
                                   plus any unpaid ceding commission, exceeds
                                   the Calendar Year's Ever to Date Covered
                                   Losses at the end of the fourth Calendar Year
                                   of this Agreement.

                         (ii)      100% of the Underwriting Year's Net Losses
                                   incurred by the Reinsured during Calendar
                                   Years five through seven, to the extent that
                                   8% of the premium allocable to the
                                   Underwriting Year and

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                                   collected during the first and second
                                   Calendar Years of this Agreement plus any
                                   unpaid ceding commission, exceeds the
                                   Calendar Year's Ever to Date Covered Losses
                                   at the end of the seventh Calendar Year of
                                   this Agreement.

                         (iii)     100% of the Underwriting Year's Net Losses
                                   incurred by the Reinsured through the end of
                                   the tenth Calendar Year of this Agreement, to
                                   the extent that 8% of the premium allocable
                                   to the Underwriting Year, plus any unpaid
                                   ceding commission, exceeds the Calendar
                                   Year's Ever to Date Covered Losses, at the
                                   end of the tenth Calendar Year of this
                                   Agreement.

PREMIUM:                 The Reinsured shall pay to the Reinsurer a premium (the
                         "Premium") during the Term of this Agreement equal to
                         15% of the Reinsured's gross written premium allocable
                         to Covered Business during each calendar quarter. The
                         Premium, net of any ceding commission due hereunder,
                         shall be due and payable within thirty (30) days after
                         the end of such calendar quarter and shall be remitted
                         as set forth below.

CEDING
COMMISSION:              The Reinsurer shall pay to the Reinsured a ceding
                         commission of thirty-two percent (32%) of the Premium
                         paid hereunder, provided, however, that for any
                         Calendar Year for which such Calendar Year's Losses
                         exceed fifty-five percent (55%) of such Calendar Year's
                         Earned Premium, no ceding commission shall be paid.

LOSS
PAYMENTS:                Calendar Year Variable Quota Share Coverage

                         The Reinsurer shall pay to the Reinsured a provisional
                         payment for Losses reinsured under the Calendar Year
                         Variable Quota Share Coverage equal to 7.5% of the
                         amount of the Reinsured's Losses during each calendar
                         quarter during the Term of this Agreement no later than
                         the later of (i) thirty (30) days after the end of such
                         calendar quarter, and (ii) ten (10) business days
                         following the receipt by the Reinsurer of a schedule
                         setting forth the amount of the Reinsured's Losses
                         during such quarter. Sixty (60) days after the end of
                         each Calendar Year (or any shorter

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                         period in the event of a termination) the Reinsured
                         shall prepare and forward to the Reinsurer a loss
                         account showing for such Calendar Year (or shorter
                         period) and the Underwriting Year, all Losses, Written
                         Premium, Earned Premium and Gross Risk in Force. Within
                         ten (10) days after the Reinsurer's receipt of the loss
                         account for a particular Calendar Year (or shorter
                         period), the Reinsurer and the Reinsured shall transfer
                         funds between them so as to reconcile the difference
                         between (i) the Reinsured's Calendar Year's Losses
                         reimbursed and reimbursable hereunder, and (ii) the sum
                         of the provisional payments for Losses and payments of
                         ceding commissions made by the Reinsurer with respect
                         to the calendar quarters during such Calendar Year (or
                         shorter period).

                         Underwriting Year Excess Coverage

                         The Reinsurer shall remit to the Reinsured a
                         provisional payment of any amounts due the Reinsured
                         under the Underwriting Year Excess Coverage on or
                         before the last business day of the fourth, seventh
                         and tenth Calendar Years of this Agreement. The
                         Reinsured shall provide the Reinsurer with a
                         provisional loss account no later than thirty (30)
                         days prior to the end of any such Calendar Year.

                         Sixty (60) days after the end of the fourth, seventh
                         and tenth Calendar Years of this Agreement, the
                         Reinsured shall prepare and forward to the Reinsurer
                         a loss account showing for such Calendar Year and the
                         Underwriting Year, all Losses, Written Premium, Earned
                         Premium and Gross Risk in Force. Within ten (10)
                         business days after the Reinsurer's receipt of the
                         loss account for the fourth, seventh and tenth
                         Calendar Years, the Reinsurer and the Reinsured shall
                         transfer funds between them so as to reconcile the
                         difference between (i) the Reinsured's Underwriting
                         Year's Net Losses, and (ii) the sum of the provisional
                         payments made by the Reinsurer under the Underwriting
                         Year Excess Coverage with respect to such Calendar
                         Year.

CANCELLATION,
TERMINATION:             A. This Agreement is non-cancelable by either party
                         hereto for a period of ten years from the effective
                         date hereof, except as provided in Section (B) below.

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                         B.  Upon the occurrence of one or more of the following
                         events, the Reinsured, upon providing ninety (90) days
                         prior written notice to the Reinsurer, shall have the
                         right to terminate this Agreement on a cut-off basis,
                         providing that such event or events have not been
                         corrected prior to the expiration of such ninety (90)
                         day period:

                         1.  Notice from Standard & Poor's Corporation ("S&P"),
                         Moody's Investor Services, Inc. ("Moody's"), or any
                         other nationally recognized rating agency that rates
                         the Reinsured, confirmation of which shall be provided
                         to the Reinsurer, that the Reinsured's then-current
                         financial strength or claims-paying rating cannot be
                         maintained because of the reinsurance coverage
                         provided hereunder.

                         2.  Receipt by the Reinsured of written notice from
                         the Pennsylvania Department of Insurance, or any other
                         regulatory authority, a copy of which notice shall be
                         provided to the Reinsurer, denying to the Reinsured
                         full financial statement credit according to the
                         statutory requirements of the Commonwealth of
                         Pennsylvania or any other jurisdiction in which the
                         failure of the Reinsured to obtain such full financial
                         statement credit would have a material adverse impact
                         on the Reinsured.

                         3.  Each party shall have the right to terminate this
                         Agreement in the event of any actual or alleged breach
                         or non-performance of a material provision of this
                         Agreement by the other party which is not corrected or
                         cured within thirty (30) days of the receipt by such
                         other party of a written notice specifying the nature
                         of the claimed breach or non-performance.

                         4.  Each party shall have the right to terminate this
                         Agreement on December 31, 2006 (or any subsequent
                         December 31) by providing at least ninety (90) days
                         prior written notice of its intention to terminate
                         this Agreement.

                         After a termination cut-off pursuant to this Section,
                         the Reinsurer shall pay to the Reinsured a profit
                         commission equal to (i) 8% of the current Calendar
                         Year's Ever to Date Written Premium, plus (ii) any
                         unpaid ceding commission not paid in any Calendar Year
                         when the Underwriting Year's Ever to Date Covered
                         Losses exceeded fifty-five percent (55%) of such
                         Calendar Year's Earned Premium,

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                         minus (iii) such Calendar Year's ever to Date Covered
                         Losses.

                         At any termination of this Agreement, the Reinsurer
                         shall refund to the Reinsured, in addition to any other
                         sums due to the Reinsured hereunder, 14.67% of the
                         Reinsured's ceded unearned premium with respect to
                         Covered Business as of the date of such termination.

FINANCIAL
STATEMENT CREDIT:        The Reinsurer shall take all steps necessary for the
                         Reinsured to obtain full financial statement credit
                         according to the statutory requirements of the
                         Commonwealth of Pennsylvania, the State of New York,
                         and any other jurisdiction in which the failure of the
                         Reinsured to obtain such full financial statement
                         credit would have a material adverse impact on the
                         Reinsured.

TRUST
AGREEMENT:               Upon the execution of this Agreement by the parties,
                         the Reinsurer shall establish a trust account (the
                         "Trust") for the benefit of the Reinsured at a
                         financial institution and under a trust agreement
                         acceptable to the Reinsured. The Reinsured shall
                         promptly reimburse the Reinsurer for the reasonable and
                         customary fees and expenses of the administration of
                         the Trust.

                         The payments of Premium (net of any ceding commissions
                         due) by the Reinsured hereunder shall be made in two
                         parts: (i) an amount equal to 14.67% of any Premium
                         shall be remitted directly to the Reinsurer; and (ii)
                         any remaining Premium due, net of any ceding
                         commission, shall be deposited directly into the Trust.

                         Deposits of Premium into the Trust shall be invested at
                         the discretion of the Reinsurer, provided, however,
                         that at each quarter-end (i) at least ninety-five
                         percent (95%) of the assets of the Trust shall consist
                         of instruments or securities determined, as of the date
                         of each quarter-end, to be of investment grade as
                         defined from time to time by S&P and/or Moody's, (ii)
                         at least fifty percent (50%) of the investments and
                         cash assets of the Trust shall consist of cash or cash
                         equivalents, or securities determined, as of the date
                         of purchase, to be of the highest investment grade as
                         determined from time to time by S&P and/or Moody's, and

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                    (iii) none of the assets of the Trust may be invested in
                    instruments or securities with any real estate-related risk,
                    and (iv) none of the assets of the Trust may be invested in
                    instruments or securities of the Reinsurer, the Reinsured or
                    any Affiliate of either. The Reinsurer shall be entitled to
                    the investment income generated by the Trust.

                    The Reinsured has the right and the obligation to withdraw
                    assets from the Trust at any time and from time to time, as
                    the Reinsured shall elect, in satisfaction of the
                    Reinsurer's obligations hereunder, provided that such
                    obligations have not been previously reimbursed to the
                    Reinsured by the Reinsurer. In the event that, at any time,
                    the assets of the Trust are insufficient to satisfy fully
                    the obligations of the Reinsurer hereunder, the Reinsurer
                    shall satisfy such shortfall directly as provided
                    hereinabove.

                    The Reinsurer may withdraw, and retain for its own account,
                    all investment income earned on the Trust's assets at any
                    time and from time to time as the Reinsurer shall elect. The
                    trustee shall allow no other withdrawals or substitutions of
                    assets from or to the Trust except as permitted hereunder.

                    The trustee shall immediately honor all withdrawal requests
                    made in accordance herewith and take all steps necessary to
                    transfer the applicable assets held under the Trust to the
                    appropriate party.

                    Any disputes arising from the Trust may not be the subject
                    of an arbitration proceeding between the parties unless both
                    the Reinsured and the Reinsurer agree in writing to such an
                    arbitration proceeding.

OTHER PROVISIONS:   This Agreement is subject to the negotiation and execution
                    of a formal reinsurance treaty and a trust agreement both
                    acceptable to the parties containing in addition to the
                    terms and conditions set forth herein, ordinary and
                    customary clauses set forth in reinsurance transactions
                    generally, including, but not limited to the following:

                    Follow the Fortunes Clause
                    Offset Clause
                    Errors and Omissions Clause


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                    Inspections Clause
                    Taxes Clause
                    Service of Suit Clause
                    Insolvency Clause
                    Arbitration Clause
                    Assignment Clause
                    Notices Clause
                    Waiver Clause
                    Negotiated Agreement Clause
                    Governing Law Clause (PA)
                    Salvage Clause
                    Subrogation Clause
                    Access to Records Clause
                    Reports Clause
                    Parental Wrap of Reinsurer Clause
                    Penalty Interest for Late Payments


AGREED TO AND ACCEPTED BY:

COMMONWEALTH MORTGAGE ASSURANCE COMPANY


BY:
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NAME:
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TITLE:
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DATE:
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CAPITAL MORTGAGE REINSURANCE COMPANY


BY:
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NAME:
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TITLE:
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DATE:
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