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                                                                   EXHIBIT 10.61

         NON FLORIDA COMMERCIAL EXCESS CATASTROPHE REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2003

                                    issued to

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

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                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE                                                                                                    PAGE
<S>                                                                                                        <C>
     I         Classes of Business Reinsured                                                                 1
    II         Term                                                                                          1
   III         Territory (BRMA 51A)                                                                          2
    IV         Exclusions                                                                                    2
     V         Retention and Limit                                                                           4
    VI         Reinstatement                                                                                 4
   VII         Definitions                                                                                   5
  VIII         Other Reinsurance                                                                             6
    IX         Loss Occurrence (BRMA 27E)                                                                    6
     X         Loss Notices and Settlements                                                                  7
    XI         Salvage and Subrogation                                                                       8
   XII         Reinsurance Premium                                                                           8
  XIII         Late Payments                                                                                 9
   XIV         Offset (BRMA 36D)                                                                            10
    XV         Access to Records (BRMA 1D)                                                                  10
   XVI         Liability of the Reinsurer                                                                   10
  XVII         Net Retained Lines (BRMA 32E)                                                                10
 XVIII         Errors and Omissions (BRMA 14F)                                                              11
   XIX         Currency (BRMA 12A)                                                                          11
    XX         Taxes (BRMA 50C)                                                                             11
   XXI         Federal Excise Tax (BRMA 17A)                                                                11
  XXII         Reserve Requirements                                                                         12
 XXIII         Insolvency                                                                                   13
  XXIV         Arbitration                                                                                  14
   XXV         Service of Suit                                                                              15
  XXVI         Agency Agreement                                                                             15
 XXVII         Governing Law                                                                                15
XXVIII         Confidentiality                                                                              16
  XXIX         Severability                                                                                 16
   XXX         Intermediary (BRMA 23A)                                                                      16
               Schedule A
</TABLE>

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         NON FLORIDA COMMERCIAL EXCESS CATASTROPHE REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2003

                                    issued to

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies
             (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 Commercial Property 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 - TERM

A.       This Contract shall become effective on June 1, 2003, with respect to
         losses arising out of loss occurrences commencing on or after that
         date, and shall remain in force until May 31, 2004, both days
         inclusive.

B.       If this Contract expires while a loss occurrence covered hereunder is
         in progress, the Reinsurer's liability hereunder shall, subject to the
         other terms and conditions of this Contract, be determined as if the
         entire loss occurrence had occurred prior to the expiration of this
         Contract, provided that no part of such loss occurrence is claimed
         against any renewal or replacement of this Contract.

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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.       Financial guarantee and insolvency.

         2.       Nuclear risks as defined in the "Nuclear Incident Exclusion
                  Clause - Physical Damage - Reinsurance (U.S.A.)" and the
                  "Nuclear Incident Exclusion Clause - Physical Damage -
                  Reinsurance (Canada)" attached to and forming part of this
                  Contract.

         3.       Loss or damage caused by or resulting from war, invasion,
                  hostilities, acts of foreign enemies, civil war, rebellion,
                  insurrection, military or usurped power, or martial law or
                  confiscation by order of any government or public authority,
                  but this exclusion shall not apply to loss or damage covered
                  under a standard policy with a standard War Exclusion Clause.

         4.       Loss or liability excluded under the provisions of the "Pools,
                  Associations and Syndicates Exclusion Clause" attached to and
                  forming part of this Contract.

         5.       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
                  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.

         6.       Losses in respect of overhead transmission and distribution
                  lines and their supporting structures other than those on or
                  within 300 meters (or 1,000 feet) of the insured premises. It
                  is understood and agreed that public utilities extension
                  and/or suppliers extension and/or contingent business
                  interruption coverages are not subject to this exclusion,
                  provided that these are not part of a transmitters' or
                  distributors' policy.

         7.       Accident and Health, Casualty, Fidelity and/or Surety
                  business.

         8.       Pollution and seepage coverages excluded under the provisions
                  of the "Pollution and Seepage Exclusion Clause (BRMA 39A)"
                  attached to and forming part of this Contract.

         9.       Business classified by the Company as Property business
                  located inside the State of Florida.

         10.      Notwithstanding any other provision to the contrary within
                  this Contract or any amendment thereto, any loss, damage, cost
                  or expense directly or indirectly caused

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                  by, contributed to by, resulting from, or arising out of or in
                  connection with any act of terrorism, as defined herein,
                  regardless of any other cause or event contributing
                  concurrently or in any other sequence to the loss.

                  An "act of terrorism" includes any act, or preparation in
                  respect of action, or threat of action, designed to influence
                  the government de jure or de facto of any nation or any
                  political division thereof, or in pursuit of political,
                  religious, ideological, or similar purposes to intimidate the
                  public or a section of the public of any nation by any person
                  or group(s) of persons, whether acting alone or on behalf of
                  or in connection with any organization(s) or government(s) de
                  jure or de facto, and which:

                  a.       Involves violence against one or more persons; or

                  b.       Involves damage to property; or

                  c.       Endangers life other than that of the person
                           committing the action; or

                  d.       Creates a risk to health or safety of the public or a
                           section of the public; or

                  e.       Is designed to interfere with or to disrupt an
                           electronic system.

                  This Contract also excludes loss, damage, cost or expense
                  directly or indirectly caused by, contributed to by, resulting
                  from, or arising out of or in connection with any action in
                  controlling, preventing, suppressing, retaliating against or
                  responding to any act of terrorism.

         11.      Loss or liability in any way or to any extent arising out of
                  the actual or alleged presence or actual, alleged or
                  threatened presence of fungi including, but not limited to,
                  mold, mildew, mycotoxins, microbial volatile organic compounds
                  or other "microbial contaminations." This includes:

                  a.       Any supervision, instruction, recommendations,
                           warnings or advice given or which should have been
                           given in connection with the above; and

                  b.       Any obligation to share damages with or repay someone
                           else who must pay damages because of such injury or
                           damage.

                  For purposes of this exclusion, "microbial contamination"
                  means any contamination, either airborne or surface, which
                  arises out of or is related to the presence of fungi, mold,
                  mildew, mycotoxins, microbial volatile organic compounds or
                  spores, including, without limitation, Penicillium,
                  Aspergillus, Fusarium, Aspergillus Flavus and Stachybotrys
                  chartarum.

                  Losses resulting from the above causes do not in and of
                  themselves constitute an event unless arising out of one or
                  more of the following perils, in which case this exclusion
                  does not apply:

                           Fire, lightning, explosion, aircraft or vehicle
                           impact, falling objects, windstorm, hail, tornado,
                           cyclone, hurricane, earthquake, volcano, tsunami,
                           flood, freeze or weight of snow.

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                  Notice of any claims for mold-related losses must be given by
                  the Company to the Reinsurer, in writing, within 24 months
                  after the commencement date of the loss occurrence to which
                  such claims relate.

         12.      Loss or liability excluded under the provisions of the
                  "Electronic Data Endorsement B" (N.M.A. 2915) attached to and
                  forming part of this Contract.

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, arising out of each loss
         occurrence. 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, shown as
         "Reinsurer's Per Occurrence Limit" for that excess layer in Schedule A
         attached hereto, as respects any one loss occurrence.

B.       No claim shall be made under any excess layer of reinsurance coverage
         provided by this Contract as respects any one loss occurrence unless at
         least two risks insured or reinsured by the Company are involved in
         such loss occurrence. For purposes of this Contract, the Company shall
         be the sole judge of what constitutes one risk.

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 occurrence commences hereon. For each amount so
         reinstated the Company agrees to pay additional premium equal to the
         product of the following:

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

         2.       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

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         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 either of the following:

         1.       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 any one loss occurrence; or

         2.       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 loss adjustment expense, as hereinafter defined) paid
         or payable by the Company in settlement of claims and in satisfaction
         of judgments rendered on 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. For
         purposes of the Company's retention only, ultimate net loss may include
         no greater than $10,000,000 of the Company's losses in any one loss
         occurrence under Property business (whether classified as Commercial
         Property business or not) located inside the State of Florida.

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 any 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.

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         Notwithstanding anything stated herein, the amount included in the
         ultimate net loss for any one loss occurrence as respects loss in
         excess of policy limits and extra contractual obligations shall not
         exceed 25.0% of the Company's indemnity loss hereunder arising out of
         that loss occurrence.

         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.

         If any provision of this paragraph B shall be rendered illegal or
         unenforceable by the laws, regulations or public policy of any state,
         such provision shall 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.

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, declaratory
         judgments, interest on judgments, expenses of outside adjusters, and a
         pro rata share of the salaries and expenses of the Company's field
         employees according to the time occupied adjusting such losses and
         expenses of the Company's officials incurred in connection with the
         losses, but shall not include office expenses or salaries of the
         Company's regular employees.

ARTICLE VIII - OTHER REINSURANCE

The Company shall be permitted to carry Commercial Property excess reinsurance,
recoveries under which shall inure to the benefit of this Contract. The Company
shall be deemed to maintain in force Commercial Property excess catastrophe
reinsurance of $6,000,000 excess $4,000,000 any one loss occurrence, recoveries
and the retention under which shall inure to the benefit of the Company and
shall be used to satisfy the Company's retention under this Contract.

ARTICLE IX - LOSS OCCURRENCE (BRMA 27E)

A.       The term "loss occurrence" shall mean the sum of all individual losses
         directly occasioned by any one 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 any one "loss occurrence" shall be limited
         to all individual losses sustained by the Company occurring 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

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                  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
                  insured's premises by strikers, provided such occupation
                  commenced during the aforesaid period.

         3.       As regards earthquake (the epicentre of which need not
                  necessarily be within the territorial confines referred to in
                  the introductory portion of this paragraph) 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
                  (caused by bursting frozen pipes and tanks) may be included in
                  the Company's "loss occurrence."

B.       For all those "loss occurrences," other than those referred to in
         subparagraph 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, except
         for any "loss occurrence" referred to in subparagraph 1 of paragraph A
         above where only one such period of 72 consecutive hours shall apply
         with respect to one event, regardless of the duration of the event.

C.       As respects those "loss occurrences" referred to in subparagraph 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 is included 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.

ARTICLE X - LOSS NOTICES AND SETTLEMENTS

A.       Whenever losses sustained by the Company appear 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 such
         losses 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

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         for which it may be liable upon receipt of reasonable evidence of the
         amount paid (or scheduled to be paid) by the Company.

ARTICLE XI - 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 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 XII - 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 "Minimum Premium" for that excess layer
                  in Schedule A attached hereto; or

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

B.       The Company shall pay the Reinsurer a deposit premium for each excess
         layer of the amount, shown as "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 June 1, September 1 and December 1 of
         2003 and March 1, 2004.

C.       Within 45 days after the 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. Net earned premium will
         not include the Company's earned premium for Homeowners, Manufactured
         Homeowners and Condominium policies that include a "No Wind/No Water"
         exclusion. It is understood that net earned premium shall include
         catastrophe fees, but shall exclude MGA fees, DRST fees and policy
         surcharges to recoup residual market deficit assessments.

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ARTICLE XIII - 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 Article XXX (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 6-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

         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 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 10 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 10 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
                  paragraph C above, 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 10 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 or control of any

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         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.

ARTICLE XIV - OFFSET (BRMA 36D)

The Company and the Reinsurer, each at its option, may offset any balance or
balances, whether on account of premiums, claims and losses, loss expenses or
salvages due from one party to the other under this Contract; provided, however,
that in the event of the insolvency of a party hereto, offsets shall only be
allowed in accordance with applicable statutes and regulations.

ARTICLE XV - 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 XVI - 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 XVII - NET RETAINED LINES (BRMA 32E)

A.       This Contract applies only to that portion of any policy which the
         Company retains net for its own account (prior to deduction of any
         underlying reinsurance specifically permitted in this Contract), 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.

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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 XVIII - 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 XIX - 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.

ARTICLE XX - TAXES (BRMA 50C)

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, the District of Columbia or Canada.

ARTICLE XXI - FEDERAL EXCISE TAX (BRMA 17A)

(Applicable to those reinsurers, excepting Underwriters at Lloyd's London and
other reinsurers exempt from Federal Excise Tax, who are domiciled outside the
United States of America.)

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.

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<PAGE>

ARTICLE XXII - RESERVE REQUIREMENTS

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 unearned premium and
         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.       If the Reinsurer is unauthorized in any province or jurisdiction of
         Canada, the Reinsurer agrees to fund 115% of its share of the Company's
         ceded Canadian unearned premium and 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.       A clean, irrevocable and unconditional letter of credit issued
                  and confirmed, if confirmation is required by the insurance
                  regulatory authorities involved, by a Canadian bank or banks
                  meeting the NAIC Securities Valuation Office credit standards
                  for issuers of letters of credit and acceptable to said
                  insurance regulatory authorities, for no more than 15/115ths
                  of the total funding required; and/or

         2.       Cash advances for the remaining balance of the funding
                  required;

         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.

C.       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 unearned
                  premiums returned to insureds on account of policy
                  cancellations, unless paid in cash by the Reinsurer;

                                                                 [BENFIELD LOGO]

Page 12

<PAGE>

         2.       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;

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

         4.       To fund a cash account in an amount equal to the Reinsurer's
                  share of any ceded unearned premium and/or 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 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;

         5.       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 unearned premium and/or 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 C(1) or C(2) or C(4), in
         the case of C(3), the actual amount determined to be due, the Company
         shall promptly return to the Reinsurer the excess amount so drawn.

ARTICLE XXIII - INSOLVENCY

A.       In the event of the insolvency of one or more 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.

                                                                 [BENFIELD LOGO]
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<PAGE>

C.       It is further understood and agreed that, in the event of the
         insolvency of one or more 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 XXIV - ARBITRATION

A.       As a condition precedent to any right of action hereunder, any dispute
         or difference between the Company and any Reinsurer relating to the
         interpretation or performance of this Contract, including its formation
         or validity, or any transaction under this Contract, whether arising
         before or after termination, shall be submitted to arbitration.

B.       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 provided that communication shall be made by the Company to
         each of the reinsurers constituting the one party, and provided,
         however, that nothing therein 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 Reinsurer under the
         terms of this Contract from several to joint.

C.       Upon written request of any party, each party shall choose an
         arbitrator and the two chosen shall select a third arbitrator. If
         either party refuses or neglects to appoint an arbitrator within 30
         days after receipt of the written request for arbitration, the
         requesting party may appoint a second arbitrator. If the two
         arbitrators fail to agree on the selection of a third arbitrator within
         30 days of their appointment, the Company shall petition the American
         Arbitration Association to appoint the third arbitrator. If the
         American Arbitration Association fails to appoint the third arbitrator
         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 third arbitrator.
         All arbitrators shall be active or retired officers of insurance or
         reinsurance companies, or Lloyd's London Underwriters, and
         disinterested in the outcome of the arbitration. Each party shall
         submit its case to the arbitrators within 30 days of the appointment of
         the third arbitrator.

D.       The parties hereby waive all objections to the method of selection of
         the arbitrators, it being the intention of both sides that all the
         arbitrators be chosen from those submitted by the parties.

E.       The arbitrators shall have the power to determine all procedural rules
         for the holding of the arbitration including but not limited to
         inspection of documents, examination of witnesses and any other matter
         relating to the conduct of the arbitration. The arbitrators shall
         interpret this Contract as an honorable engagement and not as merely a
         legal obligation; they are relieved of all judicial formalities and may
         abstain from following the strict rules of law. The arbitrators may
         award interest and costs. Each party shall bear the expense of its own
         arbitrator and shall share equally with the other party the expenses of
         the third arbitrator and of the arbitration.

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<PAGE>

F.       The decision in writing of the majority of the arbitrators shall be
         final and binding upon both parties. Judgment may be entered upon the
         final decision of the arbitrators in any court having jurisdiction. The
         arbitration shall take place in Bala Cynwyd, Pennsylvania, unless
         otherwise mutually agreed between the Company and the Reinsurer.

G.       This Article shall remain in full force and effect in the event any
         other provision of this Contract shall be found invalid or non-binding.

H.       All time limitations stated in this Article may be amended by mutual
         consent of the parties, and will be amended automatically to the extent
         made necessary by any circumstances beyond the control of the parties.

ARTICLE XXV - SERVICE OF SUIT

(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. This
Article is not intended to conflict with or override the parties obligations to
arbitrate their disputes in accordance with Article XXIV.)

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.

ARTICLE XXVI - 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 XXVII - GOVERNING LAW

This Contract shall be governed as to performance, administration and
interpretation by the laws of the State of Pennsylvania exclusive of the rules
with respect to conflicts of law, except as to rules with respect to credit for
reinsurance in which case the applicable rules of all the states shall apply.

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<PAGE>

ARTICLE XXVIII - CONFIDENTIALITY

The Reinsurer, except with the express prior written consent of the Company,
shall not directly or indirectly communicate, disclose or divulge to any third
party any knowledge or information that may be acquired either directly or
indirectly as a result of the inspection of the Company's books, records and
papers. The restrictions as outlined in this Article shall not apply to
communication or disclosures that the Reinsurer is required to make to its
statutory auditors, retrocessionaires, legal counsel, arbitrators involved in
any arbitration procedures under this Contract or disclosures required upon
subpoena or other duly-issued order of a court or other governmental agency or
regulatory authority.

ARTICLE XXIX - SEVERABILITY

If any provision of this Contract should be invalid under applicable laws, the
latter shall control but only to the extent of the conflict without affecting
the remaining provisions of this Contract.

ARTICLE XXX - 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., 3600 West
80th Street, Minneapolis, Minnesota 55431. Payments by the Company to the
Intermediary shall 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 undermentioned at:

Bala Cynwyd, Pennsylvania, this 18th day of August in the year 2003.

                           /s/  Christopher Maguire,
                           -----------------------------------------------------
                           Christopher Maguire
                           Executive Vice President & Chief Underwriting Officer

                           Philadelphia Insurance Companies
                           (for and on behalf of the "Company")

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<PAGE>

                                   SCHEDULE A

         NON FLORIDA COMMERCIAL EXCESS CATASTROPHE REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2003

                                    issued to

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

<TABLE>
<CAPTION>
                                                                 FIRST                                    SECOND
                                                                EXCESS                                    EXCESS
<S>                                                           <C>                                       <C>
Company's Retention                                           $10,000,000                               $20,000,000

Reinsurer's Per                                               $10,000,000                               $30,000,000

Occurrence Limit

Reinsurer's Term Limit                                        $20,000,000                               $60,000,000

Minimum Premium                                               $   760,000                               $ 1,040,000

Commercial Premium Rate                                            0.7735%                                   1.0585%

Deposit Premium                                               $   950,000                               $ 1,300,000

Quarterly                                                     $   237,500                               $   325,000

Deposit Premium
</TABLE>

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.

                                                                 [BENFIELD LOGO]

<PAGE>

   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.

12/12/57
N.M.A. 1119
BRMA 35B

<PAGE>

    NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE CANADA)

1.       This Agreement does not cover any loss or liability accruing to the
         Reinsured, 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 Agreement does not cover any loss or liability accruing to
         the Reinsured, 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:

         (a)      nuclear reactor power plants including all auxiliary property
                  on the site, or

         (b)      any other nuclear reactor installation, including laboratories
                  handling radioactive materials in connection with reactor
                  installations, and critical facilities as such, or

         (c)      installations for fabricating complete fuel elements or for
                  processing substantial quantities of prescribed substances,
                  and for reprocessing, salvaging, chemically separating,
                  storing or disposing of spent nuclear fuel or waste materials,
                  or

         (d)      installations other than those listed in (c) above using
                  substantial quantities of radioactive isotopes or other
                  products of nuclear fission.

3.       Without in any way restricting the operation of paragraphs 1 and 2 of
         this clause, this Agreement does not cover any loss or liability by
         radioactive contamination accruing to the Reinsured, 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 the Reinsured does not have knowledge of such nuclear
                  reactor power plant or nuclear installation, or

         (b)      where the said insurance contains a provision excluding
                  coverage for damage to property caused by or resulting from
                  radioactive contamination, however caused.

4.       Without in any way restricting the operation of paragraphs 1, 2 and 3
         of this clause, this Agreement does not cover any loss or liability by
         radioactive contamination accruing to the Reinsured, directly or
         indirectly, and whether as Insurer or Reinsurer, when such radioactive
         contamination is a named hazard specifically insured against.

5.       This clause shall not extend to risks using radioactive isotopes in any
         form where the nuclear exposure is not considered by the Reinsured to
         be the primary hazard.

6.       The term "prescribed substances" shall have the meaning given to it by
         the Atomic Energy Control Act R.S.C. 1985(c), A-16 or by any law
         amendatory thereof.

7.       Reinsured to be sole judge of what constitutes:

         (a)      substantial quantities, and

         (b)      the extent of installation, plant or site.

8.       Without in any way restricting the operation of paragraphs 1, 2, 3 and
         4 of this clause, this Agreement does not cover any loss or liability
         accruing to the Reinsured, directly or indirectly, and whether as
         Insurer or Reinsurer, caused:

         (1)      by any nuclear incident, as defined in the Nuclear Liability
                  Act or any other nuclear liability act, law or statute, or any
                  law amendatory thereof or nuclear explosion, except for
                  ensuing loss or damage which results directly from fire,
                  lightning or explosion of natural, coal or manufactured gas;

         (2)      by contamination by radioactive material.

NOTE:     Without in any way restricting the operation of paragraphs 1, 2, 3 and
          4 of this clause, paragraph 8 of this clause shall only apply to all
          original contracts of the Reinsured, whether new, renewal or
          replacement, which become effective on or after December 31, 1992.

N.M.A. 1980 (2/19/93)

<PAGE>

               POOLS, ASSOCIATIONS AND SYNDICATES EXCLUSION CLAUSE

SECTION A:

Excluding:

         (a)      All business derived directly or indirectly from any Pool,
                  Association or Syndicate which maintains its own reinsurance
                  facilities.

         (b)      Any Pool or Scheme (whether voluntary or mandatory) formed
                  after March 1, 1968 for the purpose of insuring property
                  whether on a country-wide basis or in respect of designated
                  areas. This exclusion shall not apply to so-called Automobile
                  Insurance Plans or other Pools formed to provide coverage for
                  Automobile Physical Damage.

SECTION B:

It is agreed that business written by the Company for the same perils, which is
known at the time to be insured by, or in excess of underlying amounts placed in
the following Pools, Associations or Syndicates, whether by way of insurance or
reinsurance, is excluded hereunder:

         Industrial Risk Insurers,
         Associated Factory Mutuals,
         Improved Risk Mutuals,
         AnyPool, Association or Syndicate formed for the purpose of writing
              Oil, Gas or Petro-Chemical Plants and/or Oil or Gas Drilling Rigs,
         United States Aircraft Insurance Group,
         Canadian Aircraft Insurance Group,
         Associated Aviation Underwriters,
         American Aviation Underwriters.

Section B does not apply:

         (a)      Where The Total Insured Value over all interests of the risk
                  in question is less than $250,000,000.

         (b)      To interests traditionally underwritten as Inland Marine or
                  stock and/or contents written on a blanket basis.

         (c)      To Contingent Business Interruption, except when the Company
                  is aware that the key location is known at the time to be
                  insured in any Pool, Association or Syndicate named above,
                  other than as provided for under Section B(a).

         (d)      To risks as follows:

                  Offices,Hotels, Apartments, Hospitals, Educational
                  Establishments, Public Utilities (other than railroad
                  schedules) and builder's risks on the classes of risks
                  specified in this subsection (d) only.

Where this clause attaches to Catastrophe Excesses, the following Section C is
added:

SECTION C:

Nevertheless the Reinsurer specifically agrees that liability accruing to the
Company from its participation in residual market mechanisms including but not
limited to:

         (1)      The following so-called "Coastal Pools":

                  Alabama Insurance Underwriting Association
                  Louisiana Insurance Underwriting Association
                  Mississippi Windstorm Underwriting Association
                  North Carolina Insurance Underwriting Association
                  South Carolina Windstorm and Hail Underwriting Association
                  Texas Windstorm Insurance Association

AND

         (2)      All "Fair Plan" and "Rural Risk Plan" business

Page 1 of 2
<PAGE>

AND

         (3)      Citizens Property Insurance Corporation ("CPIC") and the
California Earthquake Authority ("CEA")

for all perils otherwise protected hereunder shall not be excluded, except,
however, that this reinsurance does not include any increase in such liability
resulting from:

         (i)      The inability of any other participant in such "Coastal Pool"
                  and/or "Fair Plan" and/or "Rural Risk Plan" and/or Residual
                  Market Mechanisms to meet its liability.

         (ii)     Any claim against such "Coastal Pool" and/or "Fair Plan"
                  and/or "Rural Risk Plan" and/or Residual Market Mechanisms, or
                  any participant therein, including the Company, whether by way
                  of subrogation or otherwise, brought by or on behalf of any
                  insolvency fund (as defined in the Insolvency Fund Exclusion
                  Clause incorporated in this Contract).

SECTION D:

         (1)      Notwithstanding Section C above, in respect of the CEA, where
                  an assessment is made against the Company by the CEA, the
                  Company may include in its Ultimate Net Loss only that
                  assessment directly attributable to each separate loss
                  occurrence covered hereunder. The Company's initial capital
                  contribution to the CEA shall not be included in the Ultimate
                  Net Loss.

         (2)      Notwithstanding Section C above, in respect of CPIC, where an
                  assessment is made against the Company by CPIC, the maximum
                  loss that the Company may include in the Ultimate Net Loss in
                  respect of any loss occurrence hereunder shall not exceed the
                  lesser of:

                  (a)      The Company's assessment from CPIC for the accounting
                           year in which the loss occurrence commenced, or

                  (b)      The product of the following:

                           (i)      The Company's percentage participation in
                                    CPIC for the accounting year in which the
                                    loss occurrence commenced; and

                           (ii)     CPIC's total losses in such loss occurrence.

Any assessments for accounting years subsequent to that in which the loss
occurrence commenced may not be included in the Ultimate Net Loss hereunder.
Moreover, notwithstanding Section C above, in respect of CPIC, the Ultimate Net
Loss hereunder shall not include any monies expended to purchase or retire bonds
as a consequence of being a member of CPIC. For the purposes of this Contract,
the Company may not include in the Ultimate Net Loss any assessment or any
percentage assessment levied by CPIC to meet the obligations of an insolvent
insurer member or other party, or to meet any obligations arising from the
deferment by CPIC of the collection of monies.

NOTES:     Wherever used herein the terms:

           "Company"       shall be understood to mean "Company," "Reinsured,"
                           "Reassured" or whatever other term is used in the
                           attached reinsurance document to designate the
                           reinsured company or companies.

           "Agreement"     shall be understood to mean "Agreement," "Contract,"
                           "Policy" or whatever other term is used to designate
                           the attached reinsurance document.

           "Reinsurers"    shall be understood to mean "Reinsurers,"
                           "Underwriters" or whatever other term is used in the
                           attached reinsurance document to designate the
                           reinsurer or reinsurers.

Page 2 of 2

<PAGE>

                     POLLUTION AND SEEPAGE EXCLUSION CLAUSE

This Contract excludes loss and/or damage and/or costs and/or expenses arising
from seepage and/or pollution and/or contamination, other than contamination
from smoke. Nevertheless, this exclusion does not preclude payment of the cost
of removing debris of property damaged by a loss otherwise covered hereunder,
subject always to a limit of 25% of the Company's property loss under the
applicable original policy.

BRMA 39A

<PAGE>

                          ELECTRONIC DATA ENDORSEMENT B

1.       ELECTRONIC DATA EXCLUSION

         Notwithstanding any provision to the contrary within the Contract or
         any endorsement thereto, it is understood and agreed as follows:-

         a)       This Contract does not insure loss, damage, destruction,
                  distortion, erasure, corruption or alteration of ELECTRONIC
                  DATA from any cause whatsoever (including but not limited to
                  COMPUTER VIRUS) or loss of use, reduction in functionality,
                  cost, expense of whatsoever nature resulting therefrom,
                  regardless of any other cause or event contributing
                  concurrently or in any other sequence to the loss.

                  ELECTRONIC DATA means facts, concepts and information
                  converted to a form useable for communications, interpretation
                  or processing by electronic and electromechanical data
                  processing or electronically controlled equipment and includes
                  programs, software and other coded instructions for the
                  processing and manipulation of data or the direction and
                  manipulation of such equipment.

                  COMPUTER VIRUS means a set of corrupting, harmful or otherwise
                  unauthorized instructions or code including a set of
                  maliciously introduced unauthorized instructions or code,
                  programmatic or otherwise, that propagate themselves through a
                  computer system or network of whatsoever nature. COMPUTER
                  VIRUS includes but is not limited to "Trojan Horses," "worms"
                  and "time or logic bombs."

         b)       However, in the event that a peril listed below results from
                  any of the matters described in paragraph a) above, this
                  Contract, subject to all its terms, conditions and exclusions,
                  will cover physical damage occurring during the Contract
                  period to property insured by this Contract directly caused by
                  such listed peril.

                  Listed Perils

                  Fire
                  Explosion

2.       ELECTRONIC DATA PROCESSING MEDIA VALUATION

         Notwithstanding any provision to the contrary within the Contract or
         any endorsement thereto, it is understood and agreed as follows:-

         Should electronic data processing media insured by this Contract suffer
         physical loss or damage insured by this Contract, then the basis of
         valuation shall be the cost of the blank media plus the costs of
         copying the ELECTRONIC DATA from back-up or from originals of a
         previous generation. These costs will not include research and
         engineering nor any costs of recreating, gathering or assembling such
         ELECTRONIC DATA. If the media is not repaired, replaced or restored the
         basis of valuation shall be the cost of the blank media. However this
         Contract does not insure any amount pertaining to the value of such
         ELECTRONIC DATA to the Assured or any other party, even if such
         ELECTRONIC DATA cannot be recreated, gathered or assembled.

N.M.A. 2915 (25.1.01)
Form approved by Lloyd's Underwriters' Non-Marine Association Limited
<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                          ACE Tempest Reinsurance Ltd.
                                Hamilton, Bermuda
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

         NON FLORIDA COMMERCIAL EXCESS CATASTROPHE REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2003

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

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:

                    5.0% of the First Commercial Excess Catastrophe Reinsurance
                    9.0% of the Second Commercial Excess Catastrophe Reinsurance

This Agreement shall become effective on June 1, 2003, and shall continue in
force until May 31, 2004, both days inclusive.

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 WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Hamilton, Bermuda, this 25 day of September in the year 2003.

                                                   /s/ Andreas Lewin
                                                   ----------------------------
                                                   Andreas Lewin,
                                                   Chief Underwriting Officer
                                                   ACE Tempest Reinsurance Ltd.

                           Our Reference Number.03 PX2677A-B

                                                                 [BENFIELD LOGO]

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                          American Re-Insurance Company
                             A Delaware Corporation

            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

         NON FLORIDA COMMERCIAL EXCESS CATASTROPHE REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2003

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

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:

               20.0%    of the First Commercial Excess Catastrophe Reinsurance
               20.0%    of the Second Commercial Excess Catastrophe Reinsurance

This Agreement shall become effective on June 1, 2003, and shall continue in
force until May 31, 2004, both days inclusive.

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 WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Princeton, New Jersey, this 13th day of January in the year 2004.

                                  Jill Beggs, Vice President
                      ----------------------------------------------------------
                      American Re-Insurance Company, A Delaware Corporation

                                                                 [BENFIELD LOGO]

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                             Axis Specialty Limited
                                Pembroke, Bermuda

            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

         NON FLORIDA COMMERCIAL EXCESS CATASTROPHE REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2003

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

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:

                0  %  of the First Commercial Excess Catastrophe Reinsurance
                4.5%    of the Second Commercial Excess Catastrophe Reinsurance

This Agreement shall become effective on June 1, 2003, and shall continue in
force until May 31, 2004, both days inclusive.

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 WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Pembroke, Bermuda, this 7th day of October in the year 2003.

                                                      /s/ Christian Dunleavy
                                                      ------------------------
                                                      Christian Dunleavy,
                                                      Assistant Vice President
                                                      Axis Specialty Limited

                                                                 [BENFIELD LOGO]

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                   Converium Reinsurance (North America) Inc.
                              Stamford, Connecticut
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

         NON FLORIDA COMMERCIAL EXCESS CATASTROPHE REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2003

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

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 First Commercial Excess Catastrophe Reinsurance
                2.5%    of the Second Commercial Excess Catastrophe Reinsurance

This Agreement shall become effective on June 1, 2003, and shall continue in
force until May 31, 2004, both days inclusive.

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 WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

New York, New York, this 24th day of October in the year 2003.

                                      /s/ Andrew Cavazzini
                                      ------------------------------------------
                                      Andrew Cavazzini,
                                      Assistant Secretary, Underwriting
                                      Converium Reinsurance (North America) Inc.


                                                                 [BENFIELD LOGO]

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                           Hannover Re (Bermuda), Ltd.
                                Hamilton, Bermuda
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

         NON FLORIDA COMMERCIAL EXCESS CATASTROPHE REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2003

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

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 First Commercial Excess Catastrophe Reinsurance us594320403
    4.5%    of the Second Commercial Excess Catastrophe Reinsurance us594320503

This Agreement shall become effective on June 1, 2003, and shall continue in
force until May 31, 2004, both days inclusive.

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 26th day of August in the year 2003.

                                                    /s/ Dirk Hasselkuss,
                                                    ---------------------------
                                                    Dirk Hasselkuss
                                                    Vice President
                                                    Hannover Re (Bermuda), Ltd.


                                                                 [BENFIELD LOGO]

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                         Montpelier Reinsurance Limited
                                Hamilton, Bermuda
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

         NON FLORIDA COMMERCIAL EXCESS CATASTROPHE REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2003

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

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:

                6.0%    of the First Commercial Excess Catastrophe Reinsurance
                5.0%    of the Second Commercial Excess Catastrophe Reinsurance

This Agreement shall become effective on June 1, 2003, and shall continue in
force until May 31, 2004, both days inclusive.

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 WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Hamilton, Bermuda, this 24th day of September in the year 2003.

                                                  /s/ Paul Hopwood
                                                  ------------------------------
                                                  Paul Hopwood,
                                                  Vice President

                                                  Montpelier Reinsurance Limited
                                                  Rf.CAN3X27216/7

                                                                 [BENFIELD LOGO]

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                            PXRE Reinsurance Company
                              Hartford, Connecticut
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

         NON FLORIDA COMMERCIAL EXCESS CATASTROPHE REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2003

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

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:

                5.0%    of the First Commercial Excess Catastrophe Reinsurance
                5.0%    of the Second Commercial Excess Catastrophe Reinsurance

This Agreement shall become effective on June 1, 2003, and shall continue in
force until May 31, 2004, both days inclusive.

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 WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Hamilton, Bermuda, this 19th day of November in the year 2003.

                                                  /s/ Gene Sverchek
                                                  ------------------------------
                                                  Gene Sverchek,
                                                  Senior Vice President

                                         PXRE Reinsurance Company - 2003-6962/63

                                                                 [BENFIELD LOGO]

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                      Swiss Reinsurance America Corporation
                                Armonk, New York
                                     through
                       Swiss Re Underwriters Agency, Inc.
                              Calabasas, California
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

         NON FLORIDA COMMERCIAL EXCESS CATASTROPHE REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2003

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

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:

                  0%    of the First Commercial Excess Catastrophe Reinsurance
               10.0%    of the Second Commercial Excess Catastrophe Reinsurance

This Agreement shall become effective on June 1, 2003, and shall continue in
force until May 31, 2004, both days inclusive.

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 WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Calabasas, California, this 22nd day of September in the year 2003.

                                                  /s/ Daniel McElvany
                                                  -----------------------
                                                  Daniel McElvany,
                                                  Vice President

                                     Swiss Re Underwriters Agency, Inc.
                                     (for Swiss Reinsurance America Corporation)

                                                                 [BENFIELD LOGO]
<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                        Transatlantic Reinsurance Company
                               New York, New York
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

         NON FLORIDA COMMERCIAL EXCESS CATASTROPHE REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2003

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

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 First Commercial Excess Catastrophe Reinsurance
                8.0%    of the Second Commercial Excess Catastrophe Reinsurance

This Agreement shall become effective on June 1, 2003, and shall continue in
force until May 31, 2004, both days inclusive.

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 WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

New York, New York, this 25th day of November in the year 2003.

                                                  /s/ Kevin Chiella
                                                  --------------------------
                                                  Kevin Chiella,
                                                  Assistant Vice President

                                               Transatlantic Reinsurance Company

                                                                 [BENFIELD LOGO]
<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                                 SPS Reassurance
                                  Paris, France
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

         NON FLORIDA COMMERCIAL EXCESS CATASTROPHE REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2003

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

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 First Commercial Excess Catastrophe Reinsurance
                2.5%    of the Second Commercial Excess Catastrophe Reinsurance

This Agreement shall become effective on June 1, 2003, and shall continue in
force until May 31, 2004, both days inclusive.

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 WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Paris, France, this 7th day of November in the year 2003.

                              Laure Picard, Vice President
                              -------------------------------------------------
                              SPS Reassurance

                              Subject to Deposit in LOC to exclude IBNR.

                                  Our Ref:B914

                                                                 [BENFIELD LOGO]

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                     Certain Underwriting Members of Lloyd's
                  shown in the Signing Schedule attached hereto
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

         NON FLORIDA COMMERCIAL EXCESS CATASTROPHE REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2003

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

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:

               30.0%    of the First Commercial Excess Catastrophe Reinsurance
               20.0%    of the Second Commercial Excess Catastrophe Reinsurance

This Agreement shall become effective on June 1, 2003, and shall continue in
force until May 31, 2004, both days inclusive.

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.

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

                                                                 [BENFIELD LOGO]

<PAGE>

                            SCHEDULE OF UNDERWRITING
                               MEMBERS OF LLOYD'S

         Now Know De that We the Underwriters, Members of the Syndicates whose
definitive numbers 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 Administrators, and in
respect of his due 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, damage 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 Members of Lloyd's referred to above shows their
respective Syndicates and Shares therein, is deemed to be incorporated in and to
form part of this policy, bears the number specified in the attached Table and
is available for inspection at Lloyd's 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 Assured on application.

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

(NM)                                     LLOYD'S POLICY SIGNING OFFICE,
DEFINITIVE NUMBERS OF SYNDICATES AND
AMOUNT,PERCENTAGE OR PROPORTION OF THE        [ILLEGIBLE]        General Manager
TOTAL SUM INSURED HEREUNDER SHARED
BETWEEN THE MEMBERS OF THOSE SYNDICATES.

<TABLE>
<CAPTION>
LPSO USE ONLY   BROKER         REFERENCES
      23         0875    61162   16|07|03
----------------------------------------------------
   AMOUNT,     SYNDICAT      UNDERWRITER'S PAGE
PERCENTAGE OR                REFERENCE        1
 PROPORTION
   PERCENT
<S>            <C>           <C>
2.50               623       T4924D03ANCC
2.50              2623       T4924D03ANCC
4.00                33       82710CWAAKCE
4.00              2010       N03B7250A001
3.00              2003       AF9000053001
4.00               780       Y511B754N031
2.50              1400         LPRNT1694A
3.50              2147       NV434D03ASA7
4.00              2987       FC759J03A000

THE   LIST  OF   UNDERWRITING  MEMBERS OF
   LLOYDS   IS   IN   RESPECT  OF   2003
           YEAR  OF   ACCOUNT
-------------------------------------------------
TOTAL LINE     No.OF SYND.  FOR LPSO USE ONLY
30.00              9         USE3     14606
</TABLE>

                LSW 1001 (REINSURANCE) - 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 co-subscribing Reinsurer who for any reason does not
satisfy all or part of its obligations).

                             LSW 1007 - NAIC CLAUSE

The NAIC Identification Number for each participating syndicate shown herein is
AA-112 followed by a four digit number that can derived by adding 6000 to the
syndicate number.

<PAGE>

                            SCHEDULE OF UNDERWRITING
                               MEMBERS OF LLOYD'S

    Now Know Be that We the Underwriters, Members of the Syndicates whose
 definitive numbers 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 Administrators, and in
 respect of his due 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, damage 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 hereundcr 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 Members of Lloyd's referred to above
 shows their respective Syndicates and Shares therein, is deemed to be
 incorporated in and to form part of this policy, bears the number specified in
 the attached Table and is available for inspection at Lloyd's 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 Assured on application.

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

(NM)                                     LLOYD'S POLICY SIGNING OFFICE,

 DEFINITIVE NUMBERS OF SYNDICATES AND
 AMOUNT, PERCENTAGE OR PROPORTION OF THE       [ILLEGIBLE]       GENERAL MANAGER
 TOTAL SUM INSURED HEREUNDER SHARED
 BETWEEN THE MEMBERS OF THOSE SYNDICATES.

<TABLE>
<CAPTION>
LPSO USE ONLY   BROKER        REFERENCES
    28           0875  6116  16|07|03
AMOUNT,
PERCENTAGE OR
PROPORTION      SYNDICATE UNDERWRITER'S PAGE
PERCENT                   REFERENCE       1
<S>             <C>       <C>
2.50                 623    T6762C03ANCC
2.50                2623    T6762C03ANCC
2.50                  33    82711KWAAKCE
1.00                2010    N03E4320A001
2.00                2003    AF0000053002
2.00                 780    Y511B755Y031
2.50                2987    FC759J03BOOO
2.50                1400      LPRNT1694B
2.50                2147    NV435L03ASA7

 THE LIST OF UNDERWRITING MEMBERS OF
 LLOYDS IS IN RESPECT OF 2003
          YEAR OF ACCOUNT

TOTAL LINE    No.OF SYND.   FOR LPSO USE ONLY,

20.00             9         USE3     14606
</TABLE>

                LSW 1001 (REINSURANCE) - 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 co-subscribing Reinsurer who for any reason does not
satisfy all or part of its obligations).

                             LSW 1007 - NAIC CLAUSE

The NAIC Identification Number for each participating syndicate shown herein is
AA-112 followed by a four digit number that can derived by adding 6000 to the
syndicate number.

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                           Certain Insurance Companies
                shown in the Signing Schedule(s) attached hereto
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

         NON FLORIDA COMMERCIAL EXCESS CATASTROPHE REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2003

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

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:

                9.0%    of the First Commercial Excess Catastrophe Reinsurance
                9.0%    of the Second Commercial Excess Catastrophe Reinsurance

This Agreement shall become effective on June 1, 2003, and shall continue in
force until May 31, 2004, both days inclusive.

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.

Signed for and on behalf of the Subscribing Reinsurer in the Signing Schedule(s)
attached hereto.

                                                                 [BENFIELD LOGO]

<PAGE>

BUREAU REFERENCE             0307160000906

PROPORTION     CODE          MEMBER COMPANY AND REFERENCE
     %
 2.5000000    W4006          WELLINGTON REINSURANCE LIMITED
                             NOW KNOWN AS ASPEN INSURANCE UK LIMITED
                             PW705540DOX
 6.5000000    F8106          GE FRANKONA REINSURANCE LIMITED
                             BX20794A03

 9.0000000 %   TOTAL                                   Page 1 of 1

COMPANIES TREATY ATTESTATION CLAUSE

We, the Reinsurers, hereby severally agree to reinsure the Reinsured in the
manner and proportions set forth in this reinsurance contract.

The subscribing Reinsurers' obligations under this contract are several and not
joint and are limited solely to the extent of their individual signed
subscriptions. The subscribing Reinsurers are not responsible for the
subscription of any co-subscribing Reinsurer who for any reason does not satisfy
all or part of its obligations.

In witness whereof the name of the Managing Director of Ins-sure Services
Limited is subscribed on behalf of each of the Reinsurers in accordance with the
provisions of the Services Agreement that each of the Reinsurers has with London
Processing Centre Limited (a wholly owned subsidiary of Ins-sure Services
Limited).
              [ILLEGIBLE]      MANAGING DIRECTOR
-----------------------------------------------------------

This wording is not valid unless it bears the signature of the Managing Director
of Ins-sure Services Limited.

<PAGE>

BUREAU REFERENCE             0307160000914

PROPORTION     CODE          MEMBER COMPANY AND REFERENCE
    %

5.0000000     W4006          WELLINGTON REINSURANCE LIMITED
                             NOW KNOWN AS ASPEN INSURANCE UK LIMITED
                             PW705539L0X
4.0000000     F8106          GE FRANKONA REINSURANCE LIMITED
                             BX20795A03

9.0000000 %   TOTAL                                    Page 1 of 1

 COMPANIES TREATY ATTESTATION CLAUSE

We, the Reinsurers, hereby severally agree to reinsure the Reinsured in the
manner and proportions set forth in this reinsurance contract.

The subscribing Reinsurers' obligations under this contract are several and not
joint and are limited solely to the extent of their individual signed
subscriptions. The subscribing Reinsurers are not responsible for the
subscription of any co-subscribing Reinsurer who for any reason does not satisfy
all or part of its obligations.

In witness whereof the name of the Managing Director of Ins-sure Services
Limited is subscribed on behalf of each of the Reinsurers in accordance with the
provisions of the Services Agreement that each of the Reinsurers has with London
Processing Centre Limited (a wholly owned subsidiary of Ins-sure Services
Limited).

              [ILLEGIBLE]                                MANAGING DIRECTOR
-------------------------------------------------------

This wording is not valid unless it bears the signature of the Managing Director
of Ins-sure Services Limited.