**Exhibit 10.19****Letters of Credit Master Agreement between Citibank N.A. andIPCRe Limited****Insurance Letters of Credit — Master Agreement**             To: Citibank, N.A,  Form 3   336 Strand      London, WC2R 1HB    Dear Sirs,**Insurance Letters of Credit — Master Agreement****Insurance/ Reinsurance Companies or Brokers**     The purpose of this letter is to record our agreement (the“Agreement”) to the following method of establishingletters of credit or similar or equivalent instrumentsacceptable to you (each a “Credit” and collectively“the Credits”) on our behalf in favour ofbeneficiaries located in the United States of America orelsewhere. In connection with this Agreement, we have alsoseparately agreed with you the contractual or securityarrangements that will apply in respect of our obligations underor pursuant to this Agreement.     1. It is agreed between us in relation to each Credit that:-          (a) you will, upon receipt of an application form for the    establishment of a letter of credit in such form as you may be    willing to accept for this purpose and which may, without    limitation, be received by you via any electronic system(s) or    transmission arrangement(s) acceptable to you (referred to in    this Agreement in relation to any Credit as an “application    form” ) completed by us or on our behalf in accordance with    the terms of our banking mandate(s) or other authorities lodged    with you or arrangement(s) made with you from time to time and    indicating therein the name of the beneficiary and the amount    and term of the Credit required, establish on our behalf an    irrevocable clean sight Credit (or such other form of Credit as    may be required by the application form relating thereto)    available, in whole or in part, by the beneficiary’s sight    draft on Citibank N.A. or otherwise as may be required by the    terms of the Credit; provided, however, that the opening of any    Credit hereunder shall, in every instance, be at your option and    nothing herein shall be construed as obliging you to open any    Credit;           (b) we undertake to reimburse you, on demand, the amount of    any and all drawings under the Credit;           (c) we undertake to indemnify you, on demand, for and    against all actions, proceedings, losses, damages, charges,    costs, expenses, claims and demands which you may incur, pay or    sustain by reason of or arising in any way whatsoever (apart    from your own gross negligence or wilful misconduct) in    connection with each Credit and/or this Agreement;           (d) we undertake to pay to you, on demand, such fees and/or    commissions of such amount(s) and/or at such rate(s) as shall    have been or as may be advised by you to us as payable in    connection with each Credit;           (e) we hereby irrevocably authorise you to make any    payments and comply with any demands which may be claimed from    or made upon you in connection with each Credit without any    reference to or further authority from us and we hereby agree    that it shall not be incumbent upon you to enquire or to take    notice whether or not any such payments or demands claimed from    or made upon you in connection with each Credit are properly    made or to enquire or to take notice whether or not any dispute    exists between ourselves and the beneficiary thereof and we    further agree that any payment which you shall make in    accordance with the terms and conditions of each Credit shall be    binding upon us and shall be accepted by us as conclusive    evidence that you were liable to make such payment or comply    with such demand; and

 
          (f) we represent and warrant to you and undertake that:-          (i) we have and will at all times have the necessary power    to enable us to enter into and perform the obligations expressed    to be assumed by us under this Agreement;           (ii) this Agreement constitutes our legal, valid, binding    and enforceable obligation effective in accordance with its    terms; and           (iii) all necessary authorisations to enable or entitle us    to enter into this Agreement have been obtained and are in full    force and effect and will remain in such force and effect at all    times during the subsistence of this Agreement.     2. Where an application form has been completed by or onbehalf of any other applicant(s) with whom you have entered intoan agreement similar or equivalent in effect to this Agreement,and a separate application form has been completed by us or onour behalf which corresponds, in your opinion, with such otherapplication form (or any other combination of circumstancesexist which, in your opinion, are reasonably equivalent to theforegoing) then you shall be at liberty to open a single Crediton behalf of ourselves and such other applicant(s) jointly andin that event the following provisions shall apply:-          (a) our obligations pursuant to paragraph 1(b) above    shall be in respect of our due proportion of each drawing under    any such Credit;           (b) in establishing our due proportion of each drawing    under any such Credit you are hereby irrevocably authorised to    make apportionment’s between ourselves and such other    applicant(s) (i) on a pro rata basis by reference to the    amounts set forth in the application forms originally completed    by us and them in respect of such Credit (and after taking into    account any subsequent increases or decreases in such Credit    effected by you for our or their respective accounts) or, if you    should so choose (ii) in reliance on the instructions and    advice of and information provided by the relevant Insurance    Broker; and           (c) for the purposes of paragraph 1(c) above, you may    make any required apportionments in such manner as you, in your    sole discretion, consider to be fair and reasonable.     3. You may refer any query or problem arising in connectionwith this Agreement or any transaction hereby contemplated tothe relevant Insurance Broker or respond to any questionrelating to the status of any Credit made by the relevantInsurance Broker (and, in such response, if you consider that itis material to make reference to the subject matter of any otheragreement(s) now or hereafter entered into between us inconnection with this Agreement, you may disclose suchinformation relating thereto as you in your sole discretionconsider to be appropriate). For the purpose of this Agreement,references to the relevant Insurance Broker shall be construedso as to mean the insurance broker or other intermediary(a) through whom you originally received the applicationform relating to the Credit in question (or the person(s) whopurport to have succeeded to the business thereof) or(b) which, in your opinion, acts in connection with suchCredit.     4. (a) Any Credit established hereunder may, ifrequested by us on the application form relating thereto andsubject to your consent, bear a clause to the effect that itwill automatically be extended for successive periods of oneyear (or such other period as may be stated in the relevantapplication form) unless the beneficiary has received from thebank or institution issuing the Credit (“the IssuingBank”) by registered mail (or other appropriate receipteddelivery) notification of intention not to renew such Credit atleast 30 days (or such other period as may be stated in therelevant application form) (“the notice period”) priorto the end of the original term or, as the case may be, of aperiod of extension. The Issuing Bank shall be under noobligation to us to send the beneficiary such notification (andwithout such notification to the beneficiary the Credit will beautomatically extended as provided above) unless you shall havereceived at your branch at 336 Strand, London, WC2R 1HB (or suchother branch in England as may be advised to us by you for suchpurpose) by registered mail or other means acceptable to younotification from us (or from any one or more of the otherparties (if any) for whose account(s) such Credit may also havebeen established as contemplated by paragraph 2 above) ofour or its election not to renew such Credit at least30 days prior to the commencement of the notice periodrelating to the original term or, as the case may be, a periodof extension; provided however that you will, as soon as isreasonably possible, give us advice of the receipt by you of any
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such notice from any other such parties. We understand thatreceipt by you of any such notice may result in the whole ofsuch Credit being cancelled (and not just the portionattributable to us in the case of a joint credit as referred toin paragraph 2 above) and, save as is provided above, youreserve the right, at your sole option and discretion, to giveor procure the giving at any time to the beneficiary ofnotification of intention not to renew any Credit and that ifyou exercise such said right you will give us notice in writingthereof as soon as is reasonably possible.     (b) If, in either of the circumstances referred to insub-paragraph (a) above, the Issuing Bank has givennotification not to renew such Credit, then you may (but shallnot be obliged to) without further authority from us (or fromany of the other persons as aforesaid) arrange for thebeneficiary to accept (1) a substitute Credit (“theSubstitute Credit”) from the Issuing Bank on termsidentical to such Credit except that (i) the amount of theSubstitute Credit will be equal to the then undrawn face valueof such Credit less the portion thereof (determined by you ) tobe attributable to the person (s) (“the excludedPerson(s)”) who gave a notice of non-renewal to you or, asthe case may be, for whom you do not wish to arrange theissuance of the Substitute Credit and (ii) the originalterm of the Substitute Credit will, subject to renewal asmentioned in sub-paragraph (a) above, be up to oneyear in duration (or such longer duration as may be required byany regulatory or other authority having jurisdiction as to theacceptability of the Substitute Credit) OR (2) such otherarrangement, compromise, release or waiver as, in your soleopinion, will result in the same effect being achieved as in(1) above. You will, as soon as reasonably possible, adviseus (unless we are the or one of the Excluded Person(s)) of thematter(s) effected by you pursuant to the foregoing provisions.     5. You may, at your sole option, arrange for the issuanceof any Credit as being subject to the Uniform Customs andPractice for Documentary Credits (1983 Revision) ICC PublicationNo. 400 or any earlier or more recent revision thereof fromtime to time; *provided however*that you may agree suchmodifications thereof as may be required by any regulatory orother authority having jurisdiction as to the acceptability ofthe Credit in question.     6. Unless otherwise agreed between us in writing, theprevious agreement(s) entered into between us governing Credits(other than those at any time governed by a “MasterAgreement — London Market Letter of CreditScheme”) established by Citibank, N.A. on our behalf infavour of United States or other beneficiaries shall, exceptingdetails of the beneficiary, amount and tenor, on acceptance byyou of this letter duly executed by us, cease to apply to allsuch Credits established by Citibank, N.A. prior to the date ofour signature of this Agreement and all such Credits shall, fromthe date of such acceptance be governed by this Agreement.     7. We understand that Citibank, N.A. may carry out any ofits obligations under this Agreement through any offices orbranches of Citibank, N.A. wheresoever situated and may wish toexercise any of its rights under this Agreement through officesor branches of Citibank, N.A. wheresoever situated.     8. We further understand that Citibank, N.A. also reservesthe right to issue any Credit through any third partycorrespondent of its choice and, in such circumstances,Citibank, N.A. will be required to guarantee reimbursement tosuch correspondent of any payments which such correspondent maymake under the Credit in question and such guarantee (howsoeverdescribed) shall also be treated mutatis mutandis as a Creditfor the purpose of this Agreement.     9. The provisions of the foregoing paragraphs shall beequally applicable to any increase, extension, renewal, partialrenewal, modification or amendment of or substitute instrumentfor any Credit to which they apply. If for any reason any amountpaid under any Credit is repaid, in whole or in part, by thebeneficiary thereof, you may, in your sole discretion, treat (orprocure the treatment of) such repayment as a reinstatement ofan amount (equal to such repayment) under such Credit. The valuedate applied by you to any such reinstatement shall not beearlier than the date of such repayment and you shall not beliable for any loss of any nature which we may suffer or incurand which may arise from any inadvertent or erroneous drawing.     10. Any notice or demand required to be served on us by youhereunder may be served (a) on any of our officerspersonally and left at our registered office or at any one ofour principal places of business or (b) by
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posting the same by letter addressed in any such manner asaforesaid to such registered office or any such principal placeof business or (c) by telex or facsimile addressed in anysuch manner as aforesaid to any then published telex orfacsimile number of ourselves. Any notice or demand:-          (i) sent by post in accordance with this paragraph to any    address in the United Kingdom shall be deemed to have been    served on us at 10am. (London time) on the business day next    following the date of posting or, in the case of an address    outside the United Kingdom, shall be deemed to have been served    on us at 10am. (London time) on the third business day next    following and exclusive of the date of posting; or           (ii) sent by telex or facsimile in accordance with this    paragraph shall be deemed to have been served on us when    despatched.     In proving such service by post it shall be sufficient to showthat the letter containing the notice or demand was properlyaddressed and posted and such proof of service shall beeffective notwithstanding that the letter was in fact notdelivered or was returned undelivered.     11. You shall have a full and unfettered right to(a) assign the whole or any part of the benefit of or(b) (subject to Clause 13 below) novate your rightsand obligations under this Agreement. The words “you”and “your” wherever used herein shall be deemed toinclude your assignees and novatees and other successors,whether immediate or derivative, who shall be entitled toenforce and proceed upon this Agreement in the same manner as ifnamed herein. You shall be entitled to impart any informationconcerning us to any such assignee, novatee or other successoror any participant or proposed assignee, novatee, successor orparticipant.     12 This Agreement shall be governed by English law and for yourbenefit we hereby irrevocably submit to the jurisdiction of theEnglish Courts. The terms of this Agreement may not be waived,modified or amended unless such waiver, modification oramendment is in writing and signed by you nor may we assign anyof our rights here under without your prior written consent.Yours faithfullyFor and on behalf of* International Property Catastrophe Reinsurance CompanyLtd.(* Full name of Company/ Firm)/s/ Donna Mae Clarke /s/ John P. Dowling(Signature(s))Dated14th April1994     Accepted for and on behalf     of Citibank, N.A. By:   Dated:  
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