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                                                                   Exhibit 10.19

                             REINSURANCE AGREEMENT

REINSURED:          Commonwealth Mortgage Assurance Company

REINSURER:          Capital Reinsurance Company

COVERED AGREEMENT:  The Quota Share Primary Mortgage Reinsurance Cover (the
                    "Covered Agreement") dated January 1, 1996 between the
                    Reinsured and Capital Mortgage Reinsurance Company ("CMRC").

TERM:               This Reinsurance Agreement (the "Agreement") shall be
                    effective January 1, 1996, and shall remain in effect until
                    (i) canceled as provided for below, (ii) all liability of
                    CMRC under the Covered Agreement shall have expired, been
                    commuted, or been released, whichever occurs first, or (iii)
                    terminated by virtue of and concurrently with the
                    termination of the Covered Agreement.

REINSURANCE
COVERAGE:           If CMRC fails to pay any Loss to the Reinsured as a result
                    of CMRC's insolvency, then subject to the Reinsurer's Limit
                    of Liability hereunder, the Reinsurer shall be liable to and
                    will reimburse the Reinsured for one hundred percent (100%)
                    of such Loss.

LIMIT OF LIABILITY: The Reinsurer's limit of liability to the Reinsured for Loss
                    hereunder shall not exceed CMRC's limit of liability under
                    the Covered Agreement.

INSOLVENCY:         As used herein, the term "insolvency" means:

                    (a) a "delinquency proceeding" as that term is defined and
                    used in the NAIC Insurers Supervision, Rehabilitation and
                    Liquidation Model Act (the "Act") (see Section 3D of the
                    Act) as enacted in any state or any substantially similar
                    enacted state law, or

                    (b) any supervisory, rehabilitation, insolvency, or
                    liquidation proceeding under any state laws of similar
                    import and intention to that of the Act or the Uniform
                    Insurers Liquidation Act, or

                    (c) any supervisory, rehabilitation, insolvency, or
                    liquidation laws of any other junction.

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                    CMRC would be insolvent only if a proceeding under one of
                    the above laws resulted in an order of a court or an
                    insurance regulator in its jurisdiction of domicile: (i)
                    which prevented CMRC from paying reinsurance proceeds in
                    full to the Reinsured, as reinsurance becomes due and
                    payable under the terms of the Covered Agreement, without
                    any deferral, acceleration or other change in timing because
                    of the effect of the legal proceeding; or (ii) which delayed
                    or otherwise limited the ability of CMRC to perform its
                    obligations to other reinsureds under its reinsurance
                    agreements generally. Each of the above laws are as amended
                    from time to time.

PREMIUM:            The Reinsured shall pay to the Reinsurer as premium the sum
                    of $500 on the date this Agreement is executed.

TERMINATION:        The Reinsured shall have the right to terminate this
                    Agreement on a cut-off basis.

                    (a) by at least ninety (90) days prior written notice to the
                    Reinsurer in the event the Reinsured receives written notice
                    from Moody's Investors Services, Inc. ("Moody's") that
                    Moody's no longer requires this Agreement for maintenance of
                    the Reinsured's Moody's rating of Aa3; or

                    (b) by providing at least ninety (90) days prior written
                    notice to the Reinsurer as any December 31.

                    The Reinsurer shall have no liability to the Reinsured
                    hereunder for any Loss with a date of loss on or after the
                    date of termination of this Agreement.

LOSS PAYMENTS:      At the end of each calendar quarter, the Reinsured shall
                    submit to the Reinsurer satisfactory proof of loss for all
                    Loss paid by the Reinsurer under the Covered Agreement and
                    the Loss actually due to the Reinsured under this Agreement
                    for such quarter. The Reinsurer shall remit to the Reinsured
                    the amount of Loss recoverable from it under this Agreement
                    within ten (10) days of receipt of such quarterly proof of
                    Loss.

REPORTS:            Quarterly as mutually agreed between the Reinsured and the
                    Reinsurer.

EXCLUSIONS:         As per the Covered Agreement.
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DEFINED TERMS:      All terms not otherwise defined herein shall have the
                    meaning given to them in the Covered Agreement.

KEY DEFINITIONS
AND CLAUSES:        Follow the Fortunes Clause,
                    Offset Clause,
                    Errors and Omissions Clause,
                    Inspections Clause,
                    Service of Suit Clause,
                    Insolvency Clause,
                    Arbitration Clause,
                    Assignment Clause,
                    Notices Clause,
                    Waiver Clause,
                    Governing Law Clause (New York)

WORDING:            As agreed.


Agreed to and accepted by:

REINSURED: Commonwealth Mortgage Assurance Company

By: /s/ [Illegible]
   -----------------------------------------
Date 6-24-96
    ----------------------------------------


REINSURER: Capital Reinsurance Company

By: /s/ [Illegible]
   -----------------------------------------
Date: May 9, 1996
     ---------------------------------------
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                                 VARIABLE SHARE
                       QUOTA SHARE REINSURANCE AGREEMENT

REINSURED:          Commonwealth Mortgage Assurance Company (and Affiliates)

REINSURER:          Capital Mortgage Reinsurance Company

EFFECTIVE DATE:     January 1, 1996

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.

                    "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.

                    "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
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                    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, 1996 and ending December 31, 1996.

                    "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 by multiplying the
                    unpaid principal balance of each mortgage loan insured by
                    the Reinsured by the coverage percentage for each such loan.

COVERED BUSINESS:   All primary mortgage guaranty insurance policies issued by
                    the Reinsured during the Underwriting Year.

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EXCLUSIONS:    (i)   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.

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

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                          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 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

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                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 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

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                    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.

                    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, 2005 (or any subsequent December
                    31) by providing at least ninety (90) days prior written
                    notice of its intention to terminate this Agreement.

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                    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, 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

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                    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
                    (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


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          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
          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: /s/ Frank P. Filipps
    ---------------------------------
Name: Frank P. Filipps
Title: President
Date: 6-24-96

Capital Mortgage Reinsurance Company

By: /s/ [illegible]
    ---------------------------------
Name: illegible
Title: EVP
Date: May 3, 1996


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