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                                                                   Exhibit 10.64

                          WHOLE ACCOUNT NET QUOTA SHARE
                              REINSURANCE CONTRACT
                            EFFECTIVE: APRIL 1, 2003

                                    issued to

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                          Mobile USA Insurance Company
                             Pinellas Park, Florida
                       Liberty American Insurance Company
                             Pinellas Park, Florida
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                  Philadelphia Consolidated Holding Corporation
                        and are approved by the Reinsurer

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                   PAGE
<S>                                                       <C>
     I   Classes of Business Reinsured                      1
    II   Commencement and Termination                       2
   III   Territory (BRMA 51A)                               4
    IV   Exclusions                                         4
     V   Retention and Limit                                6
    VI   Loss in Excess of Policy Limits/ECO                7
   VII   Other Reinsurance                                  8
  VIII   Claims and Loss Adjustment Expense                 8
    IX   Salvage and Subrogation                            9
     X   Original Conditions                                9
    XI   Sliding Scale Commission                           9
   XII   Reports and Remittances                           11
  XIII   Reinsurer's Expense Allowance                     12
   XIV   Funds Withheld Account                            12
    XV   Funds Withheld Account in Trust                   12
   XVI   Maintenance Fees                                  13
  XVII   Commutation                                       13
 XVIII   Profit Sharing                                    13
   XIX   Late Payments                                     13
    XX   Offset (BRMA 36C)                                 14
   XXI   Access to Records (BRMA 1D)                       14
  XXII   Errors and Omissions (BRMA 14F)                   15
 XXIII   Currency (BRMA 12A)                               15
  XXIV   Taxes (BRMA 50C)                                  15
   XXV   Unauthorized Reinsurers                           15
  XXVI   Insolvency                                        16
 XXVII   Arbitration                                       17
XXVIII   Service of Suit                                   17
  XXIX   Governing law                                     18
   XXX   Entire Agreement                                  19
  XXXI   Agency Agreement                                  19
 XXXII   Intermediary (BRMA 23A)                           19
</TABLE>

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                          WHOLE ACCOUNT NET QUOTA SHARE
                              REINSURANCE CONTRACT
                            EFFECTIVE: APRIL 1, 2003

                                    issued to

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                          Mobile USA Insurance Company
                             Pinellas Park, Florida
                       Liberty American Insurance Company
                             Pinellas Park, Florida
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                  Philadelphia Consolidated Holding Corporation
                        and are approved by the Reinsurer
             (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

A.   This Contract shall indemnify the Company in respect of its net liability
     which may accrue to the Company as the result of any loss with a date of
     loss during the term of this Contract arising out of the Company's
     policies, bonds, binders, certificates, contracts of insurance or
     reinsurance, or other evidences of liability, whether issued on a losses
     occurring, claims-made, or losses discovered basis, now in force or which
     may hereinafter come into force, issued by or contracted for by the Company
     in respect of all business written and classified by the Company as
     Property and Casualty and included in the Company's Statutory Annual
     Statement, subject to the exclusions and warranties contained herein.

B.   It is understood that the classes of business reinsured under this Contract
     are deemed to include:

     1.   Coverages required for non-resident drivers under the motor vehicle
          financial responsibility law or the motor vehicle compulsory insurance
          law or any similar law of any state or province, following the
          provisions of the Company's policies when they include or are deemed
          to include so-called "Out of State Insurance" provisions;

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     2.   Coverages required under Section 30 of the Motor Carrier Act of 1980
          and/or any amendments thereto.

C.   This Contract includes coverage for any new line of business written by the
     Company if the Company's cumulative net written premium collected for the
     line of business does not exceed $20,000,000. The Reinsurer's approval is
     required to allow coverage for any new line of business that exceeds
     $20,000,000 of net written premium collected. If such approval is not
     granted, the line of business shall be excluded from coverage.

D.   "Net liability" is defined as the Company's gross liability remaining after
     cessions to inuring treaty and facultative reinsurance, less limitations as
     set forth in paragraphs B and C of Article V, and less exclusions as set
     forth in Article IV. The cost of such inuring reinsurance will not exceed
     20.0% of the Company's gross earned premium for any contract year, or so
     deemed, unless otherwise agreed by the Reinsurer.

E.   The liability of the Reinsurer with respect to each cession hereunder shall
     commence obligatorily and simultaneously with that of the Company, subject
     to the terms, conditions and limitations hereinafter set forth.

ARTICLE II - COMMENCEMENT AND TERMINATION

A.   This Contract shall become effective on April 1, 2003, with respect to
     losses arising out of occurrences commencing on or after that date, and
     shall continue in force thereafter until terminated.

B.   Either party may terminate this Contract on December 31, 2003, or on any
     subsequent December 31 by giving the other party not less than 60 days
     prior written notice by certified mail, return receipt requested.

C.   Notwithstanding the provisions of paragraph A above, the Company may
     terminate a Subscribing Reinsurer's percentage share in this Contract, on a
     cutoff or runoff basis, by giving the Subscribing Reinsurer not less than
     30 days prior written notice by certified mail, return receipt requested,
     in the event any of the following circumstances occur:

     1.   The Company has not received payment of any loss amount due from the
          Reinsurer on or before the quarterly due date; or

     2.   The Subscribing Reinsurer's policyholders' surplus at any time during
          any contract year has been reduced by more than 20.0% of the amount of
          surplus at the date of the Subscribing Reinsurer's most recent
          financial statement filed with regulatory authorities and available to
          the public as of the beginning of that contract year; or

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

     4.   The Subscribing Reinsurer has been placed under the supervision or
          control of a State Insurance Department; or

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     5.   The Subscribing Reinsurer has ceased assuming new and renewal property
          and casualty treaty reinsurance business; or

     6.   The Subscribing Reinsurer's A.M. Best's rating is A- with negative
          watch or has been assigned or downgraded below A- and/or Standard and
          Poor's rating is BBB+ with negative watch or has been assigned or
          downgraded below BBB+; or

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

D.   Notwithstanding the provisions of paragraph A and B above, a Subscribing
     Reinsurer may terminate this Contract, on a cutoff or runoff basis, by
     giving the Company not less than 30 days prior written notice by certified
     or registered mail, return receipt requested, in the event any of the
     following circumstances occur:

     1.   The Subscribing Reinsurer has not received payment of any premium
          amount due from the Company on or before the quarterly due date; or

     2.   The Company's consolidated policyholders' surplus at any time during
          any contract year has been reduced by more than 20.0% of the amount of
          surplus at the beginning of the contract year, or the policyholders'
          surplus of one or more of the reinsured companies hereunder has been
          reduced by more than 25.0% since the beginning of the contract year;
          or

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

     4.   One or more of the reinsured companies hereunder has been placed under
          the supervision or control of a State Insurance Department; or

     5.   One or more of the reinsured companies hereunder has ceased writing
          new business; or

     6.   The Company's A.M. Best's rating becomes A- or less and/or Standard
          and Poor's rating is BBB+ or less, or if the Company is not rated by
          Standard and Poor's but is rated by Moodys, its Moodys rating becomes
          Baa1 or less; or

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

E.   Unless the Company elects to reassume the ceded unearned premium in force
     on the effective time and date of termination, and so notifies the
     Reinsurer prior to or as promptly as possible after the effective date of
     termination, reinsurance hereunder on business in force on the effective
     date of termination shall remain in full force and effect until expiration,

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     cancellation or next premium anniversary of such business, whichever first
     occurs, but in no event beyond 12 months plus odd time (not exceeding 18
     months in all) following the effective date of termination.

F.   If this Contract is terminated while an 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
     occurrence had occurred prior to the termination of this Contract, provided
     that no part of such occurrence is claimed against any renewal or
     replacement of this Contract.

G.   Notwithstanding the foregoing, in the event that an original policy covered
     hereunder is written in a jurisdiction in which the cancellation, renewal
     or non-renewal of a policy in force is regulated by the properly authorized
     insurance authorities of the jurisdiction involved, the Company shall be
     bound by the regulations and statutes for said jurisdiction, and the
     Reinsurer shall be liable for its proportionate share as stated in the
     Contract in the same manner as the Company until such policy may be
     cancelled or non-renewed by the Company to a maximum of 24 months. The
     Company will make its best effort to cancel or non-renew at its earliest
     possible time.

H.   "Contract year" as used herein shall be the period from April 1, 2003
     through December 31, 2003, and each subsequent 12-month period (or portion
     thereof) that this Contract is in force. If this Contract is terminated,
     the final contract year shall be from the beginning of the then current
     contract year through the effective date of termination if this Contract is
     terminated on a "cutoff" basis, or through the end of the runoff period if
     this Contract is terminated on a "runoff" basis.

ARTICLE III - TERRITORY (BRMA 51A)

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

ARTICLE IV - EXCLUSIONS

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

     1.   Liability assumed by the Company under any form of treaty reinsurance
          or retrocession; however, group intercompany reinsurance (if
          applicable), local agency reinsurance accepted in the normal course of
          business, policies written by another carrier on the Company's behalf
          and reinsured by the Company, and/or business assumed by the Company
          from a ceding insurer for whom the Company acted as a Managing General
          Agent, will not be excluded hereunder.

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

     3.   Loss from biological or chemical risks or events.

     4.   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.

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          "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.

     5.   Loss, damage, cost or expense of whatsoever nature arising out of any
          of the following:

          a.   Any "insured loss" as defined in the Terrorism Risk Insurance Act
               of 2002;

          b.   Any act of terrorism involving the use of any biological,
               chemical or nuclear agent, material, device or weapon;

          c.   Any other act of terrorism.

     6.   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.

     7.   Liability as a member, subscriber or reinsurer of any Pool, Syndicate
          or Association, including FAIR Plans, Coastal Pools, Beach Plans,
          Assigned Risk Plans or similar plans.

     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.   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:

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

     10.  Loss or liability excluded by the "Absolute Asbestos Exclusion"
          attached to and forming part of this Contract.

     11.  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.

     12.  Unallocated loss adjustment expense (i.e., office expenses and
          salaries of the Company's regular employees).

     13.  Non-collectible reinsurance.

     14.  Ex gratia payments.

     15.  The following lines of business:

          a.   Residual Value;

          b.   Workers' Compensation;

          c.   Financial Guarantee;

          d.   Accident and Health;

          e.   Medical Malpractice;

          f.   Publicly traded Insurance Agents' Errors and Omissions;

          g.   Publicly traded Insurance Agents' Directors and Officers
               Liability;

          h.   Para Transit;

          i.   Assigned Risk;

          j.   Any new line of business written by the Company for which the
               Company's cumulative net written premium collected for the line
               of business exceeds $20,000,000, unless such line of business has
               been approved by the Reinsurer for coverage hereunder.

          k.   Fidelity and Surety, with the exception of Crime business when
               written as part of a package policy.

ARTICLE V - RETENTION AND LIMIT

A.   As respects business subject to this Contract, the Company shall retain and
     be liable for 78.0% of its net liability. The Company shall cede to the
     Reinsurer and the Reinsurer agrees to accept 22.0% of the Company's net
     liability.

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B.   The Reinsurer's liability under this Contract for loss from any one or any
     combination of the following sources shall not exceed its pro rata share of
     $2,000,000 per insured or $4,000,000 in all during any one contract year:

     1.   Extra contractual obligations and loss in excess of policy limits;

     2.   Flood;

     3.   Catastrophe events which are assigned a number by the Property Claims
          Services Division of the American Insurance Services, Inc.;

     4.   Class action lawsuits;

     5.   Construction defect claims;

     6.   Mold.

     The Company will retain and be liable for any loss in excess of these
     amounts.

C.   The Reinsurer's ratio of losses incurred to premiums earned (as defined in
     Article XI) for any one contract year shall not exceed any of the
     following, or so deemed:

     1.   100% for Lawyers Errors and Omissions Liability;

     2.   100% for all other Errors and Omissions Liability, Directors and
          Officers Liability, Leasing, or GAPP business;

     3.   63.0% for Umbrella Liability business;

     4.   95.0% for all business subject to this Contract.

     The Company will retain and be liable for any loss in excess of these
     amounts.

ARTICLE VI - LOSS IN EXCESS OF POLICY LIMITS/ECO

A.   In the event the Company pays or is held liable to pay an amount of loss in
     excess of its policy limit, but otherwise within the terms of its policy
     (hereinafter called "loss in excess of policy limits") or any punitive,
     exemplary, compensatory or consequential damages, other than loss in excess
     of policy limits (hereinafter called "extra contractual obligations")
     because of alleged or actual bad faith, negligence or fraud on its part in
     rejecting an offer of settlement within policy limits, or in the
     preparation of the defense or in the trial of an action against its insured
     or reinsured or in the preparation or prosecution of an appeal consequent
     upon such an action, or in otherwise handling a claim under a policy
     subject to this Contract, 80.0% of the loss in excess of policy limits
     and/or the 80.0% of the extra contractual obligations shall be added to the
     Company's loss, if any, under the policy involved, and the sum thereof
     shall be subject to the provisions of Article V.

B.   An extra contractual obligation shall be deemed to have occurred on the
     same date as the loss covered or alleged to be covered under the policy.

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C.   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.

D.   Recoveries from any form of insurance or reinsurance which protects the
     Company against claims the subject matter of this Article shall inure to
     the benefit of this Contract.

E.   If any provision of this Article 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.

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

ARTICLE VII - OTHER REINSURANCE

A.   The Company shall maintain or be deemed to maintain in force reinsurance,
     recoveries under which shall inure to the benefit of this Contract.

B.   The Company shall purchase or be deemed to have purchased inuring excess
     reinsurance to limit its loss subject hereto from any one coverage, any one
     policy (exclusive of loss in excess of policy limits or extra contractual
     obligations) to $1,000,000 for excess Casualty policies and $2,000,000 for
     Commercial Property policies.

ARTICLE VIII - CLAIMS AND LOSS ADJUSTMENT EXPENSE

A.   Losses shall be reported by the Company in summary form as hereinafter
     provided, but the Company shall notify the Reinsurer immediately when a
     specific case involves unusual circumstances or large loss possibilities.

B.   All loss settlements made by the Company, whether under strict policy
     conditions or by way of compromise, shall be binding upon the Reinsurer,
     and the Reinsurer agrees to pay or allow, as the case may be, its
     proportion of each such settlement in accordance with Article XII.

C.   In the event of a claim under a policy subject hereto, the Reinsurer shall
     be liable for its proportionate share of loss adjustment expense incurred
     by the Company in connection therewith, and shall be credited with its
     proportionate share of any recoveries of such expense.

D.   "Loss adjustment expense" as used herein shall mean expenses assignable to
     the investigation, appraisal, adjustment, settlement, litigation, defense
     and/or appeal of specific claims, regardless of how such expenses are
     classified for statutory reporting purposes. Loss adjustment expense shall
     include, but not be limited to, interest on judgments,

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     expenses of outside adjusters, and declaratory judgment expenses or other
     legal expenses and costs incurred in connection with coverage questions and
     legal actions connected thereto, but shall not include office expenses or
     salaries of the Company's regular employees.

ARTICLE IX - SALVAGE AND SUBROGATION

The Reinsurer shall be credited with its proportionate share of 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. 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 X - ORIGINAL CONDITIONS

A.   All reinsurance under this Contract shall be subject to the same rates,
     terms, conditions, waivers and interpretations and to the same
     modifications and alterations as the respective policies of the Company.
     However, in no event shall this be construed in any way to provide coverage
     outside the terms and conditions set forth in this Contract. The Reinsurer
     shall be credited with its exact proportion of the net written premium
     collected by the Company, prior to disbursement of any dividends, but after
     deduction of premiums, if any, ceded by the Company for inuring
     reinsurance.

B.   The net written premium collected (including unearned premium at inception)
     ceded to this Contract shall not exceed the Reinsurer's pro rata share of
     $1,000,000,000 unless otherwise agreed by the Reinsurer. It is understood
     the net written premium collected excludes MGA fees, DRST fees and policy
     surcharges to recoup residual market deficit assessments.

C.   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 XI - SLIDING SCALE COMMISSION

A.   The Reinsurer shall allow the Company a 33.00% provisional commission on
     all premiums ceded to the Reinsurer hereunder. The Company shall allow the
     Reinsurer return commission on return premiums at the same rate.

B.   The provisional commission allowed the Company shall be adjusted
     periodically for each contract year in accordance with the provisions set
     forth herein. The adjusted commission rate shall be calculated as follows
     and be applied to premiums earned for the contract year under
     consideration:

     1.   If the ratio of losses incurred to premiums earned is 69.67% or
          greater, the adjusted commission rate for the contract year under
          consideration shall be 28.00%;

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     2.   If the ratio of losses incurred to premiums earned is less than
          69.67%, but not less than 45.67%, the adjusted commission rate for the
          contract year under consideration shall be 28.00%, plus three-fourths
          of the difference in percentage points between 69.67% and the actual
          ratio of losses incurred to premiums earned;

     3.   If the ratio of losses incurred to premiums earned is 45.67% or less,
          the adjusted commission rate for the contract year under consideration
          shall be 46.00%.

C.   If the ratio of losses incurred to premiums earned for any contract year is
     greater than 69.67%, the difference in percentage points between the actual
     ratio of losses incurred to premiums earned and 69.67% shall be multiplied
     by premiums earned for the contract year and the product shall be carried
     forward to the next contract year as a debit to losses incurred. If the
     ratio of losses incurred to premiums earned for any contract year is less
     than 45.67%, the difference in percentage points between 45.67% and the
     actual ratio of losses incurred to premiums earned shall be multiplied by
     premiums earned for the contract year and the product shall be carried
     forward to the next contract year as a credit to losses incurred.

D.   The Company shall calculate and report the adjusted commission on premiums
     earned within 60 days after the end of each contract year (or, as respects
     the final contract year, within 60 days after the effective date of
     termination), and within 60 days after the end of each 12-month period
     thereafter until all losses subject hereto have been finally settled. Each
     such calculation shall be based on cumulative transactions hereunder from
     the beginning of the contract year through the date of adjustment,
     including, as respects losses incurred, any debit or credit from the
     preceding contract year. If the adjusted commission on premiums earned for
     the contract year as of the date of adjustment is less than commissions
     previously allowed by the Reinsurer on premiums earned for the same period,
     the difference shall be due the Reinsurer as of the date of the Company's
     report. If the adjusted commission on premiums earned for the contract year
     as of the date of adjustment is greater than commissions previously allowed
     by the Reinsurer on premiums earned for the same period, the difference
     shall be due the Company as of the date of the Company's report. Any ceding
     commission adjustments due will be added to (or deducted from) the funds
     withheld account, and the funds withheld account (including interest
     credits) shall be maintained as if such adjustments were made during the
     applicable contract year.

E.   "Losses incurred" as used herein shall mean ceded losses and loss
     adjustment expense paid as of the effective date of calculation, plus the
     ceded reserves, including incurred but not reported loss reserves, for
     losses and loss adjustment expense outstanding as of the same date, all as
     respects losses arising out of occurrences commencing during the contract
     year under consideration, plus the debit or minus the credit from the
     preceding contract year. Losses incurred shall be net of any adjustments
     set forth in Articles IV and V.

F.   "Premiums earned" as used herein shall mean ceded net unearned premiums at
     the beginning of the contract year, plus ceded net written premium
     collected during the contract year, less ceded net unearned premiums at the
     end of the contract year. All amounts are net of premiums paid for
     reinsurances that inure to the benefit of this Contract, subject to a
     maximum as set forth in Article V.

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G.   It is expressly agreed that the ceding commission allowed the Company
     includes provision for all dividends, commissions, taxes, assessments, and
     all other expenses of whatever nature, except loss adjustment expense.

ARTICLE XII - REPORTS AND REMITTANCES

A.   At inception the Company shall cede to the Reinsurer the Reinsurer's share
     of the unearned premium (less provisional commission) applicable to subject
     business in force at the effective date of this Contract, but said amount
     less 4.0% of the ceded unearned premium may be withheld from payment by the
     Company and deposited in a funds withheld account. The Company shall remit
     4.0% of the ceded unearned premium to the Reinsurer at inception.

B.   Within 30 days after the end of each calendar quarter, the Company shall
     report to the Reinsurer:

     1.   Cumulative ceded net written premium collected from the inception of
          this Contract to the end of the quarter;

     2.   Cumulative gross written premium from the inception of this Contract
          to end of the quarter;

     3.   Provisional commission on (1) above plus any ceding commission
          adjustments for prior quarters;

     4.   Cumulative ceded loss and loss adjustment expense paid from the
          inception of this Contract to the end of the quarter;

     5.   Ceded unearned premium as of the end of the quarter;

     6.   Ceded outstanding losses and loss adjustment expense as of the end of
          the quarter.

     The positive balance of (1) less (3) less (4) shall be due the Reinsurer,
     but the Company may withhold from payment such amount less a Reinsurer's
     expense allowance on (1) above, and the Company shall pay the Reinsurer the
     Reinsurer's expense allowance on (1) above with its report. The balance of
     (1) less (3) less Reinsurer's expense allowance shall be credited to the
     funds withheld account in the middle of the respective quarter being
     reported upon. Ceded loss and loss adjustment expense paid shall be debited
     to the funds withheld account at the latter of the middle of the respective
     quarter or 75 days prior to the report date. Any negative balance shall be
     first released to the Company from the funds withheld account, and any
     remaining amount shall be remitted by the Reinsurer within 30 days after
     receipt and verification of the Company's report.

C.   "Net written premium collected" as used herein is defined as gross written
     premium collected by the Company for the classes of business reinsured
     hereunder, less cancellations and return premiums, and less premiums ceded
     by the Company for reinsurance which inures to the benefit of this
     Contract.

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ARTICLE XIII - REINSURER'S EXPENSE ALLOWANCE

A.   The Reinsurer's expense allowance shall be 4.0% of ceded net written
     premium collected plus ceded net unearned premium at the inception of this
     Contract, subject to a minimum of $7,250,000 as respects each contract year
     hereunder.

B.   If this Contract is not commuted by January 31, 2005, the Reinsurer's
     expense allowance percentage shall increase to 7.5%, and the Company shall
     pay the Reinsurer the additional amount due on January 31, 2005 for the
     period April 1, 2003 through January 31, 2005, plus 4.0% interest from the
     original payment due dates.

C.   If this Contract is not commuted by January 31, 2006, the Reinsurer's
     expense allowance percentage shall increase to 11.5%, and the Company shall
     pay the Reinsurer the additional amount due on January 31, 2006 for the
     period April 1, 2003 through January 31, 2006, plus 4.0% interest from the
     original payment due dates.

ARTICLE XIV - FUNDS WITHHELD ACCOUNT

A.   The Company will maintain a funds withheld account equal to:

     1.   100% of ceded net written premium collected from the inception of this
          Contract (including the ceded unearned premium at the inception of
          this Contract), less

     2.   Reinsurer's expense allowance from the inception of this Contract;
          less

     3.   Provisional commission allowed on (1) plus any ceding commission
          adjustments from the inception of this Contract; plus

     4.   Interest credit of 4.0% (credited at the end of each quarter based on
          the average daily balance during the quarter) from the inception; less

     5.   Ceded losses and loss adjustment expense paid from the inception of
          this Contract.

B.   Ceded net written premium collected will be credited to the funds withheld
     account in the middle of the quarter in which it is written.

C.   The funds withheld account shall be credited by the Company with a 4.0%
     interest credit at the end of each quarter based on the average daily
     balance of the fund during the quarter.

ARTICLE XV - FUNDS WITHHELD ACCOUNT IN TRUST

A.   The Reinsurer may request and the Company shall agree to place the funds
     withheld account into a separate trust account, for the benefit of the
     Reinsurer, if any of the conditions are triggered as outlined in paragraph
     D of Article II. The Company shall designate the Reinsurer as the sole
     beneficiary of the trust.

B.   The Company shall also place into trust the present value of estimated
     future interest credits in excess of a 90 day U.S. Treasury-Bill rate and
     the present value of future maintenance fees.

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C.   The Company shall maintain securities in the trust account with market
     value at least equal to the funds withheld account plus future interest
     credits plus future maintenance fees and shall make quarterly adjustments
     to the funds withheld account balance as required.

ARTICLE XVI - MAINTENANCE FEES

A.   The Company shall pay the Reinsurer a maintenance fee equal to the greater
     of $600,000 or 30 basis points times cumulative ceded net written premium
     collected under this Contract on January 1, 2006 and every January 1
     thereafter through and including January 1, 2013.

B.   Notwithstanding the above, maintenance fees shall not be payable after such
     time as the ratio of ceded losses paid over premiums earned (as defined in
     Article XI) on business subject to this Contract is greater than 85.0%.

C.   Maintenance fees shall not be deducted from the funds withheld account.

ARTICLE XVII - COMMUTATION

The Company may elect to commute this Contact at any time after December 31,
2003, if the funds withheld account is positive. Commutation may also occur
under any other conditions by mutual agreement.

ARTICLE XVIII - PROFIT SHARING

Upon commutation of this Contract, 100% of the positive balance of the funds
withheld account shall be released to the Company as profit sharing.

ARTICLE XIX - 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 XXXII (hereinafter referred
     to as the "Intermediary") by the payment due date, the party to whom
     payment is due, may, by notifying the Intermediary in writing, require the
     debtor party to pay, and the debtor party agrees to pay, an interest
     penalty on the amount past due calculated for each such payment on the last
     business day of each month as follows:

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

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

     3.   The amount past due, including accrued interest.

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     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 any routine payment, adjustment or return due either
          party, 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 after the
          date of transmittal by the Intermediary of the initial billing for
          each such payment.

     2.   As respects any payment, adjustment or return due either party not
          otherwise provided for in subparagraph 1 of paragraph C above, the due
          date shall be deemed as 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 of any claim or suit, or prohibiting either party from
     contesting the validity of any payment or from initiating any arbitration
     or other proceeding in accordance with the provisions of this Contract. If
     the debtor party prevails in an arbitration or other proceeding, then any
     interest penalties due hereunder on the amount in dispute shall be null and
     void. If the debtor party loses in such proceeding, then the interest
     penalty on the amount determined to be due hereunder shall be calculated in
     accordance with the provisions set forth above unless otherwise determined
     by such proceedings. If a debtor party advances payment of any amount it is
     contesting, and proves to be correct in its contestation, either in whole
     or in part, the other party shall reimburse the debtor party for any such
     excess payment made plus interest on the excess amount calculated in
     accordance with this Article.

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

ARTICLE XX - OFFSET (BRMA 36C)

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

ARTICLE XXI - 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.

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ARTICLE XXII - 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 XXIII - 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 XXIV - 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 XXV - UNAUTHORIZED REINSURERS

A.   If the Reinsurer is unauthorized in any state of the United States of
     America or the District of Columbia, the Reinsurer agrees to fund its share
     of the Company's ceded unearned premium and outstanding loss and loss
     adjustment expense reserves (including incurred but not reported loss
     reserves) 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.

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

     1.   To reimburse itself for the Reinsurer's share of unearned premiums
          returned to insureds on account of policy cancellations, unless paid
          in cash by the Reinsurer;

     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 incurred but not reported loss reserves)
          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 incurred but not reported loss reserves), 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 B(1), B(2) or B(4), or in the case
     of B(3), the actual amount determined to be due, the Company shall promptly
     return to the Reinsurer the excess amount so drawn.

ARTICLE XXVI - 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

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     may deem available to the company or its liquidator, receiver, conservator
     or statutory successor. The expense thus incurred by the Reinsurer shall be
     chargeable, subject to the approval of the Court, against the company as
     part of the expense of conservation or liquidation to the extent of a pro
     rata share of the benefit which may accrue to the company solely as a
     result of the defense undertaken by the Reinsurer.

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

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

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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.

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 XXVIII - 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 XXV.)

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 XXIX - GOVERNING LAW

This Contract shall be governed as to performance, administration and
interpretation by the laws of the State of Pennsylvania, exclusive of its rules
with respect to conflicts of law, except

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as to state rules with respect to credit for reinsurance in which case the rules
of all applicable states shall apply.

ARTICLE XXX - ENTIRE AGREEMENT

This written Contract constitutes the entire agreement between the parties
hereto with respect to the business being reinsured hereunder, and there are no
understandings between the parties hereto other than as expressed in this
Contract. Any change or modification to this Contract will be made by amendment
to this Contract and signed by the parties.

ARTICLE XXXI - 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 XXXII - 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 12th day of December in the year 2003.

                             /s/ Christopher Maguire
                             --------------------------------------
                             Christopher Maguire, Executive Vice President
                             & Chief Underwriting Officer
                             Philadelphia Insurance Company
                             Philadelphia Indemnity Insurance Company
                             Mobile USA Insurance Company
                             Liberty American Insurance Company

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   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 - LIABILITY - REINSURANCE (U.S.A.)
       (Approved by Lloyd's Underwriters' Fire and Non-Marine Association)

(1)  This reinsurance does not cover any loss or liability accruing to the
     Reassured as a member of, or subscriber to, any association of insurers or
     reinsurers formed for the purpose of covering nuclear energy risks or as a
     direct or indirect reinsurer of any such member, subscriber or association.

(2)  Without in any way restricting the operation of paragraph (1) of this
     Clause it is understood and agreed that for all purposes of this
     reinsurance all the original policies of the Reassured (new, renewal and
     replacement) of the classes specified in Clause II of this paragraph (2)
     from the time specified in Clause III in this paragraph (2) shall be deemed
     to include the following provision (specified as the Limited Exclusion
     Provision):

     LIMITED EXCLUSION PROVISION.*

     I.   It is agreed that the policy does not apply under any liability
          coverage, to
               (injury, sickness, disease, death or destruction
               (bodily injury or property damage

          with respect to which an insured under the policy is also an insured
          under a nuclear energy liability policy issued by Nuclear Energy
          Liability Insurance Association, Mutual Atomic Energy Liability
          Underwriters or Nuclear Insurance Association of Canada, or would be
          an insured under any such policy but for its termination upon
          exhaustion of its limit of liability.

     II.  Family Automobile Policies (liability only), Special Automobile
          Policies (private passenger automobiles, liability only), Farmers
          Comprehensive Personal Liability Policies (liability only),
          Comprehensive Personal Liability Policies (liability only) or policies
          of a similar nature; and the liability portion of combination forms
          related to the four classes of policies stated above, such as the
          Comprehensive Dwelling Policy and the applicable types of Homeowners
          Policies.

     III. The inception dates and thereafter of all original policies as
          described in II above, whether new, renewal or replacement, being
          policies which either

          (a) become effective on or after 1st May, 1960, or

          (b) become effective before that date and contain the Limited
          Exclusion Provision set out above;

          provided this paragraph (2) shall not be applicable to Family
          Automobile Policies, Special Automobile Policies, or policies or
          combination policies of a similar nature, issued by the Reassured on
          New York risks, until 90 days following approval of the Limited
          Exclusion Provision by the Governmental Authority having jurisdiction
          thereof.

(3)  Except for those classes of policies specified in Clause II of paragraph
     (2) and without in any way restricting the operation of paragraph (1) of
     this Clause, it is understood and agreed that for all purposes of this
     reinsurance the original liability policies of the Reassured (new, renewal
     and replacement) affording the following coverages:

          Owners, Landlords and Tenants Liability, Contractual Liability,
          Elevator Liability, Owners or Contractors (including railroad)
          Protective Liability, Manufacturers and Contractors Liability, Product
          Liability, Professional and Malpractice Liability, Storekeepers
          Liability, Garage Liability, Automobile Liability (including
          Massachusetts Motor Vehicle or Garage Liability)

     shall be deemed to include, with respect to such coverages, from the time
     specified in Clause V of this paragraph (3), the following provision
     (specified as the Broad Exclusion Provision):

     BROAD EXCLUSION PROVISION.*

     It is agreed that the policy does not apply:

     I.   Under any Liability Coverage to

                  (injury, sickness, disease, death or destruction

                  (bodily injury or property damage

          (a)  with respect to which an insured under the policy is also an
               insured under a nuclear energy liability policy issued by Nuclear
               Energy Liability Insurance Association, Mutual Atomic Energy
               Liability Underwriters or Nuclear Insurance Association of
               Canada, or would be an insured under any such policy but for its
               termination upon exhaustion of its limit of liability; or

          (b)  resulting from the hazardous properties of nuclear material and
               with respect to which (1) any person or organization is required
               to maintain financial protection pursuant to the Atomic Energy
               Act of 1954, or any law amendatory thereof, or (2) the insured
               is, or had this policy not been issued would be, entitled to
               indemnity from the United States of America, or any agency
               thereof, under any agreement entered into by the United States of
               America, or any agency thereof, with any person or organization.

Page 1 of 2
<PAGE>

          II.  Under any Medical Payments Coverage, or under any Supplementary
               Payments Provision relating to
                  (immediate medical or surgical relief
                  (first aid,
               to expenses incurred with respect to
                  (bodily injury, sickness, disease or death
                  (bodily injury

               resulting from the hazardous properties of nuclear material and
               arising out of the operation of a nuclear facility by any person
               or organization.

          III. Under any Liability Coverage to
                  (injury, sickness, disease, death or destruction
                  (bodily injury or property damage

               resulting from the hazardous properties of nuclear material, if

          (a)  the nuclear material (1) is at any nuclear facility owned by, or
               operated by or on behalf of, an insured or (2) has been
               discharged or dispersed therefrom;

          (b)  the nuclear material is contained in spent fuel or waste at any
               time possessed, handled, used, processed, stored, transported or
               disposed of by or on behalf of an insured; or

               (c)  the
                       (injury, sickness, disease, death or destruction
                       (bodily injury or property damage
                    arises out of the furnishing by an insured of services,
                    materials, parts or equipment in connection with the
                    planning, construction, maintenance, operation or use of any
                    nuclear facility, but if such facility is located within the
                    United States of America, its territories, or possessions or
                    Canada, this exclusion (c) applies only to
                       (injury to or destruction of property at such nuclear
                       facility (property damage to such nuclear facility and
                       any property thereat.

          IV.  As used in this endorsement:
               "hazardous properties" include radioactive, toxic or explosive
               properties; "nuclear material" means source material, special
               nuclear material or byproduct material; "source material",
               "special nuclear material", and "byproduct material" have the
               meanings given them in the Atomic Energy Act of 1954 or in any
               law amendatory thereof; "spent fuel" means any fuel element or
               fuel component, solid or liquid, which has been used or exposed
               to radiation in a nuclear reactor; "waste" means any waste
               material (1) containing byproduct material and (2) resulting from
               the operation by any person or organization of any nuclear
               facility included within the definition of nuclear facility under
               paragraph (a) or (b) thereof; "nuclear facility" means

               (a)  any nuclear reactor,

               (b)  any equipment or device designed or used for (1) separating
                    the isotopes of uranium or plutonium, (2) processing or
                    utilizing spent fuel, or (3) handling processing or
                    packaging waste,

               (c)  any equipment or device used for the processing, fabricating
                    or alloying of special nuclear material if at any time the
                    total amount of such material in the custody of the insured
                    at the premises where such equipment or device is located
                    consists of or contains more than 25 grams of plutonium or
                    uranium 233 or any combination thereof, or more than 250
                    grams of uranium 235,

               (d)  any structure, basin, excavation, premises or place prepared
                    or used for the storage or disposal of waste, and includes
                    the site on which any of the foregoing is located, all
                    operations conducted on such site and all premises used for
                    such operations; "nuclear reactor" means any apparatus
                    designed or used to sustain nuclear fission in a
                    self-supporting chain reaction or to contain a critical mass
                    of fissionable material;

                    (With respect to injury to or destruction of property, the
                    word "injury" or "destruction,"

                    ("property damage" includes all forms of radioactive
                    contamination of property,

                    (includes all forms of radioactive contamination of
                    property.

          V.   The inception dates and thereafter of all original policies
               affording coverages specified in this paragraph (3), whether new,
               renewal or replacement, being policies which become effective on
               or after 1st May, 1960, provided this paragraph (3) shall not be
               applicable to

                    (i)  Garage and Automobile Policies issued by the Reassured
                         on New York risks, or

                    (ii) statutory liability insurance required under Chapter
                         90, General Laws of Massachusetts, until 90 days
                         following approval of the Broad Exclusion Provision by
                         the Governmental Authority having jurisdiction thereof.

(4)  Without in any way restricting the operation of paragraph (1) of this
     Clause, it is understood and agreed that paragraphs (2) and (3) above are
     not applicable to original liability policies of the Reassured in Canada
     and that with respect to such policies this Clause shall be deemed to
     include the Nuclear Energy Liability Exclusion Provisions adopted by the
     Canadian Underwriters' Association or the Independent Insurance Conference
     of Canada.

*NOTE.   The words printed in italics in the Limited Exclusion Provision and in
         the Broad Exclusion Provision shall apply only in relation to original
         liability policies which include a Limited Exclusion Provision or a
         Broad Exclusion Provision containing those words.

21/9/67
N.M.A. 1590

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>

                           ABSOLUTE ASBESTOS EXCLUSION

In consideration of the premium paid and notwithstanding anything contained in
this Contract to the contrary, it is agreed as follows:

The coverage afforded by this Contract does not apply to bodily injury, personal
injury or property damage arising out of but not limited to:

     1.   Inhaling, ingesting or prolonged physical exposure to asbestos or
          goods or products containing asbestos; and/or

     2.   The use of asbestos in constructing or manufacturing any good, product
          or structure; and/or

     3.   The removal of asbestos from any good, product or structure; and/or

     4.   The manufacture, transportation, storage or disposal of asbestos or
          goods or products containing asbestos.

The coverage afforded by this Contract does not apply to payment for the
investigation or defense of any loss, injury or damage or any cost, fine or
penalty or of any expense or claim or suit related to any of the above.

Also, this Contract does not reinsure loss or expense resulting from:

     a.   Demolition or increased cost of reconstruction, repair, debris removal
          or loss of use necessitated by the enforcement of any law or ordinance
          regulating asbestos material.

     b.   Any governmental direction or request declaring that asbestos material
          present in or part of or utilized on any undamaged portion of the
          insured's property can no longer be used for the purpose for which it
          was intended or installed and must be removed or modified.

<PAGE>

                   ELECTRONIC DATE RECOGNITION CLAUSE EDRC (B)

SECTION 1

This reinsurance does not cover any loss, damage, cost, claim or expense,
whether preventative, remedial or otherwise, directly or indirectly arising out
of or relating to:

     a)   the calculation, comparison, differentiation, sequencing or processing
          of data involving the date change to the year 2000, or any other date
          change, including leap year calculations, by any computer system,
          hardware, programme or software and/or any microchip, integrated
          circuit or similar device in computer equipment or non-computer
          equipment, whether the property of the insured or not; or

     b)   any change, alteration or modification involving the date change to
          the year 2000 or any other date change, including leap year
          calculations, to any such computer system, hardware, programme or
          software or any microchip, integrated circuit or similar device in
          computer equipment or non-computer equipment, whether the property of
          the insured or not.

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

However, this section shall not apply in respect of physical damage occurring at
the insured's premises arising out of the perils of fire, lightning, explosion,
aircraft or vehicle impact, falling objects, windstorm, hail tornado, hurricane,
cyclone, riot, strike, civil commotion, vandalism, malicious mischief,
earthquake, volcano, tsunami, freeze or weight of snow.

SECTION 2

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

SECTION 3

The date change to the year 2000, or any other date change, including leap year
calculations, shall not in and of itself be regarded as an event for the purpose
of this reinsurance.

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                            Federal Insurance Company
                               Warren, New Jersey
                                     through
                                 Chubb Re, Inc.
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                          WHOLE ACCOUNT NET QUOTA SHARE
                              REINSURANCE CONTRACT
                            EFFECTIVE: APRIL 1, 2003

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                          Mobile USA Insurance Company
                             Pinellas Park, Florida
                       Liberty American Insurance Company
                             Pinellas Park, Florida
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                  Philadelphia Consolidated Holding Corporation
                        and are approved by the Reinsurer

The Subscribing Reinsurer hereby accepts a 45.0% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective on April 1, 2003, and shall continue in
force until terminated in accordance with the provisions of the attached
Contract.

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

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

Bernardsville, New Jersey, this 23 day of December in the year 2003.

                             /s/ Brian B. Hegarty
                             -----------------------------------
                             Brian B. Hegarty, Managing Director
                             Chubb Re, Inc. (for and on behalf of Federal
                             Insurance Company)

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<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

                          WHOLE ACCOUNT NET QUOTA SHARE
                              REINSURANCE CONTRACT
                            EFFECTIVE: APRIL 1, 2003

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                          Mobile USA Insurance Company
                             Pinellas Park, Florida
                       Liberty American Insurance Company
                             Pinellas Park, Florida
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                  Philadelphia Consolidated Holding Corporation
                        and are approved by the Reinsurer

The Subscribing Reinsurer hereby accepts a 55.0% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective on April 1, 2003, and shall continue in
force until terminated in accordance with the provisions of the attached
Contract.

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

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

Calabasas, California, this 29th day of December in the year 2003.

                             /s/ Jim Ehman
                             --------------------------------------
                             Jim Ehman, Senior Vice President
                             Swiss Re Underwriters Agency, Inc.
                             (for Swiss Reinsurance America Corporation)

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