<PAGE>
                                                                   Exhibit 10.55
[LOGO] Guy Carpenter

                FIRST-FIFTH EXCESS OF LOSS REINSURANCE AGREEMENT

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Article                                                                                    Page
-------                                                                                    ----
<S>           <C>                                                                           <C>
              Preamble...................................................................    3
  1           Business Covered...........................................................    3
  2           Territory..................................................................    4
  3           Exclusions.................................................................    4
  4           Term.......................................................................    5
  5           Attachment of Liability....................................................    6
  6           Warranties.................................................................    6
  7           Definitions................................................................    7
  8           Net Retained Lines.........................................................    7
  9           Ultimate Net Loss..........................................................    8
 10           Excess of Original Policy Limits...........................................    9
 11           Extra Contractual Obligations .............................................    9
 12           Notice of Loss.............................................................   10
 13           Commutation................................................................   10
 14           Reports and Remittances....................................................   11
 15           Offset.....................................................................   11
 16           Confidentiality............................................................   11
 17           Currency...................................................................   12
 18           Federal Excise Tax.........................................................   12
 19           Taxes......................................................................   12
 20           Errors and Omissions.......................................................   12
 21           Access to Records..........................................................   13
 22           Funding....................................................................   13
 23           Special Funding ...........................................................   14
 24           Arbitration................................................................   15
 25           Service of Suit (U.S.A.)...................................................   16
 26           Insolvency.................................................................   17
 27           Intermediary...............................................................   18
 28           Governing Law..............................................................   18
 29           Several Liability Notice...................................................   18
 30           Regulation 98..............................................................   19
              Company Signing Block .....................................................   19
</TABLE>

<TABLE>
<CAPTION>
Exhibits
--------
              <S>                                                                           <C>
              Exhibit A - First Layer....................................................   20
              Exhibit B - Second Layer...................................................   22
              Exhibit C - Third Layer....................................................   24
              Exhibit D - Fourth Layer...................................................   26
</TABLE>

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[LOGO] Guy Carpenter

                FIRST-FIFTH EXCESS OF LOSS REINSURANCE AGREEMENT

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Exhibits
--------
(Cont'd)                                                                                   Page
--------                                                                                   ----
<S>           <C>                                                                           <C>
              Exhibit E - Fifth Layer....................................................   28

Attachments
-----------
              Loss Funding - including IBNR..............................................   29
              Nuclear Energy Risks Exclusion Clause (Reinsurance) (1994)
              (Worldwide Excluding U.S.A. and Canada)....................................   30
              Nuclear Incident Exclusion Clause - Liability - Reinsurance - Canada.......   33
              Nuclear Incident Exclusion Clause - Liability - Reinsurance - U.S.A........   36
</TABLE>

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[LOGO] Guy Carpenter

                First-Fifth Excess of Loss Reinsurance Agreement

                  (hereinafter referred to as the "Agreement")

                           entered into by and between

                          SCPIE HOLDINGS, INC., and/or
                         SCPIE INDEMNITY COMPANY and/or
                  AMERICAN HEALTHCARE INDEMNITY COMPANY, and/or
                  AMERICAN HEALTHCARE SPECIALTY COMPANY, and/or
                     SCPIE INSURANCE SERVICES, INC., and/or
                         SCPIE MANAGEMENT SERVICES, INC.
                             Los Angeles, California

             (hereinafter collectively referred to as the "Company")

                                       and

                   The Subscribing Reinsurer(s) executing the
                      Interests and Liabilities Contract(s)
                         attached to and forming a part
                                of this Agreement

                  (hereinafter referred to as the "Reinsurer")

WITNESSETH:
-----------

The Reinsurer hereby reinsures the Company to the extent and on the terms and
conditions subject to the exceptions, exclusions and limitations hereinafter set
forth and nothing hereinafter shall in any manner create any obligations or
establish any rights against the Reinsurer in favor of any third parties or any
persons not parties to this Agreement.

                                    ARTICLE 1

BUSINESS COVERED

The Reinsurer agrees to reimburse the Company, on an excess of loss basis, for
the amount of ultimate net loss which the Company may pay as the result of
claims made during the term of this Agreement under the Classes of Insurance set
forth below with respect to (1) subject policies which are in force or may
hereinafter come into force during the term of this Agreement, and (2) losses
which were first reported to the Company during the period January 1, 1986 to

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[LOGO] Guy Carpenter

December 31, 1994 and are first reported to the Reinsurer during the term of
this Agreement, except as excluded under the Exclusions Article subject to the
limitations set forth in the Limits of Cover Article.

     CLASSES OF INSURANCE
     --------------------

     1.   Physicians and Surgeons Comprehensive Professional and Business
          Liability, including Clinics and Clinical Laboratories.

     2.   Professional and Business Liability policies for Hospitals and
          Healthcare Facilities, including:

          (a)  Modified Claims Made Coverage Hospitals and Medical Centers
               (Primary and Excess);

          (b)  Claims Made Coverage Hospitals and Medical Centers (Primary and
               Excess):

          (c)  Excess Automobile Liability and Excess Employers Liability
               associated with the policy forms outlined above.

     3.   Errors and Omissions Liability policies for Managed Care
          Organizations, and Directors and Officers Liability policies.

     4.   Physicians and Surgeons Comprehensive Professional Liability and
          Personal Umbrella business underwritten by Brown & Brown, Inc., Tampa,
          Florida.

                                    ARTICLE 2

TERRITORY

This Contract shall apply to losses occurring within the territorial limits of
the Company's original policies, contracts, and binders of insurance or
reinsurance.

                                    ARTICLE 3

EXCLUSIONS

This Agreement specifically excludes:

     1.   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, plan, pool, association, fund or other arrangement,
          howsoever denominated, established or governed which provides for any
          assessment of or payment or assumption by the Company of part or all
          of any

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          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.

     2.   Loss or Liability excluded by the provisions of the attached "Nuclear
          Incident Exclusion Clause - Liability - Reinsurance".

     3.   Assumed Reinsurance other than for Licensing, Financial Rating
          Purposes or Acquisition Purposes.

                                    ARTICLE 4

TERM

A.   Except as provided in paragraph C. below, this Agreement shall apply to
     claims made during the twelve (12) month period beginning January 1, 2001
     through December 31, 2001. In the event a loss, as defined in the
     Definitions Article, involves a loss or losses covered under the current
     Agreement Year and a prior Agreement Year(s), no recovery shall be made
     hereunder in respect of any loss which occurred prior to:

     1.   January 1, 1979 as regards Extra Contractual Obligations (as provided
          for in the Extra Contractual Obligations Clause Article).

     2.   January 1, 1976 as regards all other business.

B.   It is understood however, that in respect of Personal Liability and
     Discovery Period coverage for Deceased, Disabled, Retired and Withdrawing
     Physicians and for Physicians ceasing Medical Practice within the State,
     this Agreement covers claims made during the period of this Reinsurance
     Agreement. In the event this Agreement is not renewed, all such liability
     shall be assumed by the Company with effect from the date of cancellation.

C.   The provisions of paragraphs A. and B. notwithstanding, the Company may, at
     its option, elect to continue to cover the in-force portfolio of liability
     covered under Section A. of the Limits of Cover Article of this Agreement
     on the date of expiration for a further period of twelve (12) months.
     Should the Company exercise this option, the Company shall give the
     Reinsurer notice prior to expiration that they wish to exercise this
     option. The Company shall pay to the Reinsurer an additional premium
     thereon as set forth in the Premium Article.

D.   If any law or regulation of the federal, state or local government or any
     jurisdiction in which the Company is doing business shall render illegal
     the arrangements made herein, this Agreement can be terminated immediately
     insofar as it applies to such jurisdiction by the Company giving notice to
     the Reinsurer to such effect.

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E.     Notwithstanding the expiration of this Agreement as hereinabove provided,
       the provisions of this Agreement shall continue to apply to all
       unfinished business hereunder to the end that all obligations and
       liabilities incurred by each party hereunder prior to such termination
       shall be fully performed and discharged.

                                    ARTICLE 5

ATTACHMENT OF LIABILITY

A.   For purposes of determining the attachment of the Reinsurer's liability
     hereunder as respects any one loss, all losses (including Discovery Period
     Losses) involving one or more Original Insureds, arising from the same
     incident, and in which First Notice of Claim or Circumstance is notified to
     the Company during the term of this Agreement shall be covered hereunder.

B.   The date of loss hereunder shall be the earliest date, within the term of
     this Agreement, that the Company has received First Notice of Claim or
     Circumstance.

                                    ARTICLE 6

WARRANTIES

The Company warrants the following in respect of the business covered hereunder:

     1.   In respect of Physicians and Surgeons Comprehensive Professional and
          Business Liability policies, including Clinics and Clinical
          Laboratories, the maximum original policy limit is $10,000,000 subject
          to inuring protection of $8,000,000 in excess of $2,000,000 with a
          maximum aggregate of $8,000,000 during each twelve (12) month period,
          or so deemed.

     2.   In respect of Professional and Business Liability policies for
          Hospitals, the maximum policy limit is $50,000,000, or so deemed.

     3.   In respect of Professional and Business Liability policies for
          Healthcare Facilities, the maximum policy limit is $10,000,000, or so
          deemed.

     4.   In respect of Errors and Omissions Liability policies for Managed Care
          Organizations and Directors and Officers Liability policies, the
          maximum original policy limit is $5,000,000, or so deemed.

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                                    ARTICLE 7

DEFINITIONS

A.   The term "each and every loss" shall mean the happening of one or a series
     of related acts, errors, or omissions to act, accidents or occurrences
     arising out of one event.

B.   The term "Gross Net Earned Premium Income" shall mean the gross earned
     premium on business the subject matter hereof less cancellations and return
     premiums and less premiums paid for reinsurance recoveries under which
     would inure to the benefit of the Reinsurer. Such Premium Income shall be
     understood to include:

     1.   that content of pre-paid premiums under policies in respect of
          Deceased, Disabled and Retired Insureds, the coverage for which
          becomes effective during the Agreement period.

     2.   the premium transferred internally by the Company from a prior
          Agreement year or years, in respect of Deceased, Disabled and Retired
          Insureds and in respect of other withdrawing Insureds who have
          purchased extended coverage under Reporting Endorsements.

C.   1.   With respect to recoveries made under Section A. of the Limits of
          Cover Article, the term "claims made" as used herein shall mean (A) In
          respect of Claims Made Policies, claims first notified to the Company
          during the term of this Agreement on any in-force policy or reporting
          endorsement arising out of incidents subsequent to the retroactive
          date of said policy as the result of the rendering of or failure to
          render a professional service or the reporting of losses which arise
          from the insured premises and operations incidental to the practice of
          a physician, hospital or managed care organization and/or (B) In
          respect of Occurrence, or Modified Claims Made Policies, claims or
          losses first notified to the Company during the term of this
          Agreement.

     2.   With respect to recoveries made under Section B. of the Limits of
          Cover Article, the term "claims made" as used herein shall mean claims
          first reported to the Company during the period January 1, 1986 to
          December 31, 1994 and first reported to the Reinsurer during the term
          of this Agreement.

                                    ARTICLE 8

NET RETAINED LINES

A.   This Agreement applies to only that portion of any insurance which the
     Company retains net for its own account; and in calculating the amount of
     any loss hereunder and also in computing the amount or amounts in excess of
     which this Agreement attaches, only loss or losses in respect of that
     portion of any insurance 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 underwriters, whether specific or general, any
     amount which may become due from them, whether such inability arises from
     the insolvency of such other underwriters or otherwise.

                                    ARTICLE 9

ULTIMATE NET LOSS

A.   The term "ultimate net loss" as used herein shall be understood to mean the
     sum actually paid by the Company in settlement of losses for which it is
     held liable, including loss adjustment expense, 80% of Extra Contractual
     Obligations and 100% of loss in Excess of Original Policy Limits as
     provided in the respectively captioned Articles, after making proper
     deductions for all recoveries, salvages, and claims upon other reinsurances
     and insurances which inure to the benefit of the Reinsurer under this
     Agreement, whether collectible or not; provided, however, that in the event
     of the insolvency of the Company, "ultimate net loss" shall mean the amount
     of loss which the Company has incurred or for which it is liable, and
     payment by the Reinsurer shall be made to the liquidator, receiver or
     statutory successor of the Company in accordance with the provisions of the
     Insolvency Article in this Agreement. The ultimate net loss shall include
     Declaratory Judgment Expenses incurred in connection with coverage
     questions and legal actions related to a specific claim. Nothing in this
     clause, however, shall be construed to mean that losses under this
     Agreement are not recoverable until the ultimate net loss of the Company
     has been ascertained.

B.   "Loss adjustment expense" means all costs and expenses allocable to a
     specific claim that are incurred by the Company in the investigation,
     appraisal, adjustment, settlement, litigation, defense or appeal of a
     specific claim, including court costs and costs of supersedeas and appeal
     bonds, and including (a) pre-judgment interest, unless included as part of
     the award or judgment; (b) post-judgment interest; and (c) legal expenses
     and costs incurred in connection with coverage questions and legal actions
     connected thereto. Office expenses and salaries of officials and employees
     not classified as loss adjusters are not chargeable as expenses for the
     purpose of this paragraph.

C.   In the event a verdict or judgment is reduced by an appeal or a settlement,
     subsequent to the entry of a judgment, resulting in an ultimate saving on
     such verdict or judgment, or a judgment is reversed outright, the expense
     incurred in securing such final reduction or reversal shall (1) be prorated
     between the Reinsurer and the Company in proportion that each benefits from
     such reduction or reversal and the expense incurred up to the time of the
     original verdict or judgment shall be prorated in proportion to each
     party's interest in such verdict or judgment; or (2) when the terms and
     conditions of the Company's original policies reinsured hereunder include
     expenses as part of the policy limit, be added to the Company's ultimate
     net loss.

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                                   ARTICLE 10

EXCESS OF ORIGINAL POLICY LIMITS

A.   This Agreement shall protect the Company, within the limits hereof, in
     connection with any loss in excess of the limit of its original policy,
     such loss in excess of the limit having been incurred because of failure by
     it to settle within the policy limit, or by reason of 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 in the preparation or prosecution of an appeal consequent upon
     such action.

B.   However, this Article shall not apply where the loss has been incurred due
     to the fraud of a member of the Board of Directors or a corporate officer
     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.

C.   For the purposes of this Article, the word "loss" shall mean any amounts
     for which the Company would have been contractually liable to pay had it
     not been for the limit of the original policy.

                                   ARTICLE 11

EXTRA CONTRACTUAL OBLIGATIONS

A.   This Agreement shall protect the Company within the limits hereof, where
     the ultimate net loss includes Extra Contractual Obligations. "Extra
     Contractual Obligations" are defined as those liabilities not covered under
     any other provision of this Agreement and which arise from handling of any
     claim on business covered hereunder, such liabilities arising because of,
     but not limited to the following: failure by the Company to settle within
     the policy limit, or by reason of 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 action.

B.   The date on which an Extra Contractual Obligation is incurred by the
     Company shall be deemed, in all circumstances, to be the date of the
     original accident, casualty, disaster or loss and furthermore, for the
     purposes hereof be deemed to follow the claims made provisions of this
     Agreement, subject always to the provisions of the Term Article.

C.   However, this Article shall not apply where the loss has been incurred due
     to the fraud of a member of the Board of Directors or a corporate officer
     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.

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                                   ARTICLE 12

NOTICE OF LOSS

A.   In the event of a claim arising hereunder which either results in or
     appears to be of serious enough nature as probably to result in a loss
     involving this Agreement, the Company shall give notice as soon as
     reasonably practicable to the Reinsurer and the Company shall keep the
     Reinsurer advised of all subsequent developments in connection therewith.

B.   The Company shall also promptly notify the Reinsurer of all incidents
     involving the following injuries for which the Company has established an
     indemnity reserve of $550,000 or greater and with policy limits to affect
     the Reinsurer:

     1.   Death of high wage earner with two or more dependents.

     2.   Brain Injury.

     3.   Nerve Injury.

     4.   Paralysis - cord injury.

     5.   Amputations.

     6.   Internal injuries which require continuous treatment (e.g., Dialysis,
          Hyperalimentation, failure to diagnose).

     7.   Blindness.

C.   All loss settlements made by the Company provided they are within the terms
     of the Company's original policies and of this Agreement, shall be
     unconditionally binding upon Reinsurer and amounts falling to the share of
     the Reinsurer shall be payable to the Company in accordance with the
     provisions set forth in paragraph C. of the Reports and Remittances
     Article.

                                   ARTICLE 13

COMMUTATION

The Company or the Reinsurer may, at any time express their desire to the other
party to commute all losses which are applicable to any Agreement year and which
are still unsettled. In such event the Company and the Reinsurer shall mutually
determine and evaluate such losses and the payment by the Reinsurer of their
proportion of the amount so ascertained and mutually agreed to be the value of
such losses shall relieve them of all further liability, in respect of that
Agreement year both in respect of known or unknown losses.

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                                   ARTICLE 14

REPORTS AND REMITTANCES

A.   The Company shall provide the Reinsurer within forty-five (45) days at the
     end of each quarter, all necessary data respecting premiums and losses,
     including reserves thereon, as at dates and on forms mutually acceptable to
     the Company and the Reinsurer.

B.   Payments of deposit premium and adjusted premium shall be made in
     accordance with the provisions of the Premium Article.

C.   Payment by the Reinsurer of its portion of loss and loss expenses paid by
     the Company shall be made by the Reinsurer to the Company as soon as
     possible, but not later than sixty (60) days after proof of payment by the
     Company is received by the Reinsurer.

                                   ARTICLE 15

OFFSET

The Company and the Reinsurer may offset any balance or amount due from one
party to the other under this Agreement or any other agreement heretofore or
hereafter entered into between the Company and the Reinsurer, whether acting as
assuming reinsurer or ceding company. This provision shall not be affected by
the insolvency of either party to this Agreement.

                                   ARTICLE 16

CONFIDENTIALITY

A.   This Agreement and the pre Agreement documentation may contain confidential
     or proprietary information of either party to this Agreement. All parties
     shall maintain the confidentiality of this information and shall not
     disclose these to any third party without both parties approval.

B.   Notwithstanding the above, any party may disclose such information without
     further approval from the other party in answer to interrogations,
     subpoenas or other legal/arbitration process as well as to the Company's
     reinsurance intermediary hereon, the Reinsurer's retrocessionaires or in
     response to requests by governmental and regulatory agencies. In addition
     the parties may disclose such information to their accountants and outside
     legal counsel as may be necessary.

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                                   ARTICLE 17

CURRENCY

Premiums shall be payable by the Company and losses shall be paid to the Company
in United States currency.

                                   ARTICLE 18

FEDERAL EXCISE TAX

(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 Service 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
     shall deduct the aforesaid 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.

                                   ARTICLE 19

TAXES

The Company shall be liable for all taxes on premiums reported to the Reinsurer
hereunder and shall reimburse the Reinsurer for such taxes where the Reinsurer
is required to pay the same. The Company agrees, when making tax returns in
respect of Canadian provincial premium taxes, not to claim any deduction for
premiums ceded hereunder.

                                   ARTICLE 20

ERRORS AND OMISSIONS

Any inadvertent delay, omission or error shall not be held to relieve either
party hereto from any liability which would attach to it hereunder if such
delay, omission or error had not been made, provided such delay, omission or
error is rectified immediately upon discovery; provided, however, this Article
is not to override retroactive dates specified in the Term Article.

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                                   ARTICLE 21

ACCESS TO RECORDS

A.   The Company shall place at the disposal of the Reinsurer at all reasonable
     times, and the Reinsurer shall have the right to inspect, through its
     authorized representatives, all books, records and papers of the Company in
     connection with this reinsurance hereunder or the subject matter thereof.

B.   The Reinsurer shall be afforded the opportunity, at its own expense to
     appoint an agent of its own choice to assess the Company's claims
     procedures who shall report to the Reinsurer the results of such.

                                   ARTICLE 22

FUNDING

(This Article is only applicable to those Reinsurer(s) who cannot qualify for
credit by the State having jurisdiction over the Company's loss reserves.)

A.   As regards policies or bonds issued by the Company coming within the scope
     of this Agreement, the Company agrees that, when it shall file with the
     Insurance Department or set up on its books reserves for losses covered
     hereunder which it shall be required by law to set up, it shall forward to
     the Reinsurer a statement showing the proportion of such loss reserves
     which is applicable to the Reinsurer. The Reinsurer hereby agrees that it
     shall apply for and secure delivery to the Company of a clean, irrevocable
     and unconditional Letter of Credit, issued by a bank which is acceptable to
     the regulatory authority(ies) having jurisdiction over the Company's loss
     reserves in an amount equal to the Reinsurer's proportion of reserves in
     respect of known outstanding losses that have been reported to the
     Reinsurer and allocated loss expenses relating thereto, plus reserves for
     losses incurred but not reported, as shown in the statement prepared by the
     Company (see attached schedule).

B.   The Letter of Credit shall be issued for a period of not less than one (1)
     year, and shall be automatically extended for one (1) year from its date of
     expiration or any future expiration date unless thirty (30) days prior to
     any expiration date the issuing bank shall notify the Company by registered
     mail that the bank elects not to consider the Letter of Credit extended for
     any additional period. An issuing bank, not a member of the Federal Reserve
     System or not chartered in New York State shall provide sixty (60) days
     notice to the Company prior to any expiration in the event of
     non-extension.

C.   Notwithstanding any other provision of this Agreement, the Company or its
     successors in interest may draw upon such credit at any time without
     diminution because of the insolvency of the Company or of the Reinsurer for
     one or more of the following purposes only:

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     1.   To pay the Reinsurer's share or to reimburse the Company for the
          Reinsurer's share of any loss reinsured by this Agreement, the payment
          of which has been agreed by the Reinsurer and which has not been
          otherwise paid.

     2.   To make refund of any sum which is in excess of the actual amount
          required to pay the Reinsurer's share of any liability reinsured by
          this Agreement.

     3.   In the event of expiration of the Letter of Credit as provided for
          above, to establish deposit of the Reinsurer's share of known and
          reported outstanding losses and allocated expenses relating thereto
          under this Agreement. Such cash deposit shall be held in an interest
          bearing account separate from the Company's other assets, and interest
          thereon shall accrue to the benefit of the Reinsurer.

D.   The issuing bank shall have no responsibility whatsoever in connection with
     the propriety of withdrawals made by the Company or the disposition of
     funds withdrawn, except to ensure that withdrawals are made only upon the
     order of properly authorized representatives of the Company.

E.   At annual intervals, or more frequently as agreed but never more frequently
     than quarterly, the Company shall prepare a specific statement, for the
     sole purpose of amending the Letter of Credit, of the Reinsurer's share of
     known and reported outstanding losses and allocated expenses relating
     thereto, plus reserves for losses incurred but not reported. If the
     statement shows that Reinsurer's share of such losses and allocated loss
     expenses exceeds the balance of credit as of the statement date, the
     Reinsurer shall, within thirty (30) days after receipt of notice of such
     excess, secure delivery to the Company of an amendment of the Letter of
     Credit increasing the amount of credit by the amount of such difference.
     If, however, the statement shows that the Reinsurer's share of known and
     reported outstanding losses plus allocated loss expenses relating thereto,
     plus reserves for losses incurred but not reported is less than the balance
     of credit as of the statement date, the Company shall, within thirty (30)
     days after receipt of written request from the Reinsurer, release such
     excess credit by agreeing to secure an amendment to the Letter of Credit
     reducing the amount of credit available by the amount of such excess
     credit.

                                   ARTICLE 23

SPECIAL FUNDING

A.   If, during the period of this Agreement and thereafter, as respects any
     outstanding liabilities hereunder, the Reinsurer shall fail to pay any loss
     payable hereunder within the time prescribed, the Reinsurer agrees that it
     shall fund uncollected paid losses and loss adjustment expenses within
     thirty (30) days from the date of written demand by the Company to so fund.
     Such demand shall not be made unless balances are sixty (60) days or more
     past the due date of payment specified in this Agreement.

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B.   The Reinsurer shall have the sole option of determining the method of
     funding referred to above, provided it is acceptable to the insurance
     regulatory authorities involved. If the Reinsurer elects to fund the
     aforesaid loss by a Letter of Credit, the procedures set forth in the
     Funding Article in respect of Letters of Credit shall apply. If the
     Reinsurer has already funded obligations hereunder in accordance with the
     Funding Article in this Agreement, it agrees that such funds as are
     required to pay overdue losses may immediately be drawn down by the
     Company.

C.   The phrase "any loss payable" as used in paragraph A. above shall mean any
     ultimate net loss subject to recovery under this Agreement wherein the
     Reinsurer has not disputed said loss in writing within the due date for
     payment.

D.   The Company shall provide the Reinsurer with a reinsurance proof of loss
     and such other substantive loss material reflecting the nature of the
     settlement (i.e., applicable Proofs of Loss, Releases, adjuster's reports,
     etc.). If, subsequent to receipt of this material, the information supplied
     is insufficient or not in accordance with the contractual conditions, then
     the payment due date as defined in the Reports and Remittances Article,
     shall be deemed to be the date upon which the Reinsurer received such
     additional substantive material necessary to approve payment of the claim,
     or the date the claim is presented in a manner acceptable to the Reinsurer.

                                   ARTICLE 24

ARBITRATION

A.   As a condition precedent to any right of action hereunder, any dispute
     arising out of the interpretation, performance or breach of this Agreement,
     including the formation or validity thereof, shall be submitted for
     decision to a panel of three arbitrators. Notice requesting arbitration
     shall be in writing and sent certified or registered mail, return receipt
     requested.

B.   One arbitrator shall be chosen by each party and the two arbitrators shall,
     before instituting the hearing, choose an impartial third arbitrator who
     shall preside at the hearing. If either party fails to appoint its
     arbitrator within thirty (30) days after being requested to do so by the
     other party, the latter, after ten (10) days' notice by certified or
     registered mail of its intention to do so, may appoint the second
     arbitrator.

C.   If the two arbitrators are unable to agree upon the third arbitrator within
     thirty (30) days of their appointment, the deficiency shall be supplied on
     the application of the party requesting arbitration by an appointment made
     by the American Arbitration Association. Notwithstanding the appointment of
     any third Arbitrator by the American Arbitration Association, the
     arbitration proceedings shall not be governed by the American Arbitration
     Association's commercial arbitration rules.

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D.   All arbitrators shall be disinterested active or former executive officers
     of insurance or reinsurance companies or Underwriters at Lloyd's, London.

E.   Within thirty (30) days after notice of appointment of all arbitrators, the
     panel shall meet and determine timely periods for briefs, discovery
     procedures and schedules for hearings.

F.   The panel shall be relieved of all judicial formality and shall not be
     bound by the strict rules of procedure and evidence Unless the panel agrees
     otherwise, arbitration shall take place in Los Angeles, California, but the
     venue may be changed when deemed by the panel to be in the best interest of
     the arbitration proceeding. Insofar as the arbitration panel looks to
     substantive law, it shall consider the law of the State of California. The
     decision of any two arbitrators when rendered in writing shall be final and
     binding. The panel is empowered to grant interim relief as it may deem
     appropriate.

G.   The panel shall make its decision considering the custom and practice of
     the applicable insurance and reinsurance business within sixty (60) days
     following the termination of the hearings. Judgment upon the award may be
     entered in a court having jurisdiction thereof.

H.   Each party shall bear the expense of its own arbitrator and shall jointly
     and equally bear with the other party the cost of the third arbitrator. The
     remaining costs of the arbitration shall be allocated by the panel. The
     panel may, at its discretion, award such further costs and expenses as it
     considers appropriate, including but not limited to attorneys fees, to the
     extent permitted by law.

                                   ARTICLE 25

SERVICE OF SUIT (U.S.A.)

(This Article applies only to those reinsurers not domiciled in the United
States of America, and/or not authorized in any state, territory and/or district
of the United States of America where authorization is required by insurance
regulatory authorities.)

A.   It is agreed that in the event of the failure of the Reinsurer hereon to
     pay any amount claimed to be due hereunder, the Reinsurer hereon, at the
     request of the Company, shall submit to the jurisdiction of a court of
     competent jurisdiction within the United States of America. 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 of America, 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 of America or of any
     State in the United States of America. It is further agreed that service of
     process in such suit may be made upon Messrs. Mendes & Mount, 725 South
     Figueroa, Suite 1990, Los Angeles, CA 90017, and that in any suit
     instituted, the Reinsurer shall abide by the final decision of such court
     or of any appellate court in the event of an appeal.

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B.   The above-named are authorized and directed to accept service of process on
     behalf of the Reinsurer in any such suit and/or upon the request of the
     Company to give written undertaking to the Company that they shall enter a
     general appearance upon the Reinsurer's behalf in the event such a suit
     shall be instituted.

C.   Further, pursuant to any statute of any state, territory or district of the
     United States of America which makes provision therefor, the Reinsurer
     hereon hereby designates the Superintendent, Commissioner or Director of
     Insurance or other officer specified for that purpose in the statute, or
     its successor or successors in office, as their true and lawful attorney
     upon whom may be served any lawful process in action, suit or proceeding
     instituted by or on behalf of the Company or any beneficiary hereunder
     arising out of this Agreement, and hereby designate the above-named as the
     firm to whom the said officer is authorized to mail such process or a true
     copy thereof.

                                   ARTICLE 26

INSOLVENCY

A.   The portion of any risk or obligation assumed by the Reinsurer, when such
     portion is ascertained, shall be payable on demand of the Company at the
     same time as the Company shall pay its net retained portion of such risk or
     obligation, with reasonable provision for verification before payment, and
     the reinsurance shall be payable by the Reinsurer, on the basis of the
     liability of the Company under the policy or policies reinsured without
     diminution because of the insolvency of the Company.

B.   In the event of the insolvency of one or more than one of the Companies,
     reinsurance under this Agreement shall be payable immediately on demand,
     with reasonable provision for verification, on the basis of claims allowed
     against the insolvent Company(ies) by any court of competent jurisdiction
     or by any liquidator, receiver, or statutory successor of the Company(ies)
     having authority to allow such claims, without diminution because of such
     insolvency or because such liquidator, receiver, or statutory successor has
     failed to pay all or a portion of any claims.

     Such payments by the Reinsurer shall be made directly to the Company or its
     liquidator, receiver or statutory successor, except where the contract of
     insurance or reinsurance provides another payee of such reinsurance in the
     event of the insolvency of the Company(ies).

C.   It is agreed, however, that the liquidator or receiver or statutory
     successor of the insolvent Company(ies) shall give written notice to the
     Reinsurer of the pendency of a claim against the insolvent Company(ies) on
     the policy or policies reinsured within a reasonable time after such claim
     is filed in the insolvency proceeding 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 which it may

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     deem available to the Company(ies) or its liquidator or receiver or
     statutory successor. The expense thus incurred by the Reinsurer shall be
     chargeable, subject to court approval, against the insolvent Company(ies)
     as part of the expense of liquidation to the extent of a proportionate
     share of the benefit which may accrue to the Company(ies) solely as a
     result of the defense undertaken by the Reinsurer.

D.   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 Agreement as though such
     expense had been incurred by the insolvent Company(ies).

                                   ARTICLE 27

INTERMEDIARY

Guy Carpenter & Company, Inc. is hereby recognized as the Intermediary
negotiating this Agreement 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 Guy Carpenter & Company, Inc., 2 World Trade Center, New York,
New York 10048. 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.

                                   ARTICLE 28

GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws
of the State of California, U.S.A.

                                   ARTICLE 29

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.

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                                   ARTICLE 30

REGULATION 98

Premium and loss payments made to Guy Carpenter & Company, Inc. shall be
deposited in a Premium and Loss Account in accordance with Section 32.3(a)(1) of
Regulation 98 of the New York Insurance Department. The parties hereto consent
to withdrawals from said account in accordance with Section 32.3(a)(3) of the
Regulation, including interest and Federal Excise Tax.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized representative(s) this         day of           , 2001.
                                       --------       ----------

                          SCPIE HOLDINGS, INC., and/or
                         SCPIE INDEMNITY COMPANY and/or
                  AMERICAN HEALTHCARE INDEMNITY COMPANY, and/or
                  AMERICAN HEALTHCARE SPECIALTY COMPANY, and/or
                     SCPIE INSURANCE SERVICES, INC., and/or
                         SCPIE MANAGEMENT SERVICES, INC.
                             Los Angeles, California

--------------------------------------------------------------------------------

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                             EXHIBIT A - FIRST LAYER

                     Attaching to and forming a part of the

                      EXCESS OF LOSS REINSURANCE AGREEMENT

LIMITS OF COVER

A.   As respects Physicians and Surgeons Comprehensive Professional and Business
     Liability Policies, including clinics and clinical laboratories,
     Professional and Business Liability polices for Healthcare Facilities, and
     Errors and Omissions liability policies for Managed Care Organizations and
     Directors and Officers Liability Policies in force during the term of this
     Agreement, the Company shall retain for its own account and pay under one
     or more of the Company's policies the first $1,250,000 ultimate net loss,
     each and every loss and the Reinsurer agrees to reimburse the Company for
     the amount of ultimate net loss paid in excess of $1,250,000, each and
     every loss, but the Reinsurer's maximum liability shall not exceed
     $3,750,000 resulting from each and every loss.

B.   As respects Professional and Business Liability Policies for Hospitals in
     force during the term of this Agreement, the Company shall retain for its
     own account and pay under one or more of the Company's policies the first
     $2,000,000 ultimate net loss, each and every loss and the Reinsurer agrees
     to reimburse the Company for the amount of ultimate net loss paid in excess
     of $2,000,000, each and every loss, but the Reinsurer's maximum liability
     shall not exceed $3,000,000 resulting from each and every loss.

C.   It is understood and agreed that this Agreement shall respond to individual
     losses under Physicians and Surgeons Comprehensive Professional and
     Business Liability Policies, including clinics and clinical laboratories,
     Professional and Business Liability policies for Healthcare Facilities,
     Errors and Omissions Liability Policies for Managed Care Organizations, and
     Directors and Officers Liability Policies and/or any combination thereof,
     in excess of $1,250,000 arising from any one incident. However, in the
     event any such combined loss were to include Professional and Business
     Liability Policies for Hospitals, then this Agreement shall attach in
     excess of $2,000,000 arising from any one incident.

D.   As respects losses which were first reported to the Company during the
     period January 1, 1986 to December 31, 1994 and are first reported to the
     Reinsurer during the term of this Agreement, the Company shall retain for
     its own account and pay under one or more of the Company's policies the
     first $2,000,000 ultimate net loss, each and every loss and the Reinsurer
     agrees to reimburse the Company for the amount of ultimate net loss paid in
     excess of $2,000,000, each and every loss, but the Reinsurer's maximum
     liability shall not exceed $3,000,000 resulting from each and every loss.
     The coverage provided hereunder shall be no narrower nor broader in scope
     than that which was provided to the

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     Company under their Second Excess of Loss Reinsurance Agreement in force
     for the same period (see attached Cover Note Numbers 10710-003/86,
     01-87-0021, 01-88-0021, 01-89-0021, 01-90-0021, 01-91-0021, 01-92-0021,
     01-93-0021 and 01-94-0021).

E.   The Reinsurer's maximum aggregate liability from all losses during the term
     of this Agreement shall not exceed $15,000,000.

F.   Not withstanding the foregoing it is a condition hereto that an Annual
     Aggregate Deductible of $1,750,000, otherwise recoverable, shall first be
     deducted before any liability attaches hereon.

PREMIUM

A.   The Company shall pay to the Reinsurer a deposit premium of $6,484,000
     payable in equal quarterly installments of $1,621,000 on January 1, April
     1, July 1 and October 1, 2001. In the event of cancellation, at the option
     of the Company, the Reinsurer agrees to run-off policies in force until
     natural expiration, not to exceed twelve (12) months from the expiration
     date hereon, subject to a premium equal to 50% of the Actual Earned
     Reinsurance Premium, as set forth in paragraph B. The run-off premium shall
     be paid in equal quarterly installments on January 1, April 1, July 1 and
     October 1, 2002.

B.   As soon as practicable after expiration of this Agreement, the Company
     shall calculate the premium due the Reinsurer based on a rate of 4.178% of
     the Gross Net Earned Premium Income accounted for by the Company during the
     term of this Agreement on all business subject matter of the Agreement,
     subject to a minimum premium of $5,187,200. In the event the premium due
     hereunder is greater than the deposit premium paid, the difference shall be
     paid to the Reinsurer forthwith. If the actual premium is less then the
     deposit premium paid, the difference shall be refunded to the Company,
     subject to the minimum premium.

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                            EXHIBIT B - SECOND LAYER

                     Attaching to and forming a part of the

                      EXCESS OF LOSS REINSURANCE AGREEMENT

LIMITS OF COVER

A.   The Company shall retain for its own account and pay under one or more of
     the Company's policies the first $5,000,000 ultimate net loss, each and
     every loss and the Reinsurer agrees to reimburse the Company for the amount
     of ultimate net loss paid in excess of $5,000,000, each and every loss, but
     the Reinsurer's maximum liability shall not exceed $5,000,000 resulting
     from each and every loss.

B.   As respects losses which were first reported to the Company during the
     period January 1, 1987 to December 31, 1994 and are first reported to the
     Reinsurer during the term of this Agreement, the Company shall retain for
     its own account and pay under one or more of the Company's policies the
     first $5,000,000 ultimate net loss, each and every loss and the Reinsurer
     agrees to reimburse the Company for the amount of ultimate net loss paid in
     excess of $5,000,000, each and every loss, but the Reinsurer's maximum
     liability shall not exceed $5,000,000 resulting from each and every loss.
     The coverage provided hereunder shall be no narrower nor broader in scope
     than that which was provided to the Company under their Third Excess of
     Loss Reinsurance Agreement in force for the same period (see attached Cover
     Note Numbers 01-87-0022, 01-88-0022, 01-89-0022, 01-90-0022, 01-91-0022,
     01-92-0022, 01-93-0022 and 01-94-0022).

PREMIUM

A.   The Company shall pay to the Reinsurer a deposit premium of $2,040,000
     payable in equal quarterly installments of $510,000 on January 1, April 1,
     July 1 and October 1, 2001. In the event of cancellation, at the option of
     the Company, the Reinsurer agrees to run-off policies in force until
     natural expiration, not to exceed twelve (12) months from the expiration
     date hereon, subject to a premium equal to 50% of the Actual Earned
     Reinsurance Premium, as set forth in paragraph B. The run-off premium shall
     be paid in equal quarterly installments on January 1, April 1, July 1 and
     October 1, 2002.

B.   As soon as practicable after expiration of this Agreement, the Company
     shall calculate the premium due the Reinsurer based on a rate of 1.314% of
     the Gross Net Earned Premium Income accounted for by the Company during the
     term of this Agreement on all business subject matter of the Agreement,
     subject to a minimum premium of $1,630,000. In the

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     event the premium due hereunder is greater than the deposit premium paid,
     the difference shall be paid to the Reinsurer forthwith. If the actual
     premium is less then the deposit premium paid, the difference shall be
     refunded to the Company, subject to the minimum premium.

REINSTATEMENT

A.   As respects Sections A. and B. combined of the Limits of Cover Section:

     1.   In the event of any portion of the coverage under this Agreement being
          depleted or exhausted by loss, the amount so depleted or exhausted
          shall be reinstated from the time claim is first made and the Company
          shall pay the Reinsurer for such reinstatement an additional premium
          calculated as follows:

          (a)  For the first reinstatement, 50% of the annual reinsurance
               premium pro rated as to the amount so reinstated;

          (b)  For the second reinstatement, 100% of the annual reinsurance
               premium pro rated as to the amount so reinstated.

     2.   All calculations of reinstatement premiums shall be based on paid
          losses only.

B.   Nevertheless, the Reinsurer's liability shall never be more than $5,000,000
     in respect of any claim made nor more than the Maximum Annual Aggregate
     Amount Recoverable under Sections A. and B. combined of $15,000,000 in all
     during the term of the Agreement.

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                             EXHIBIT C - THIRD LAYER

                     Attaching to and forming a part of the

                      EXCESS OF LOSS REINSURANCE AGREEMENT

LIMITS OF COVER

A.   The Company shall retain for its own account and pay under one or more of
     the Company's policies the first $10,000,000 ultimate net loss, each and
     every loss and the Reinsurer agrees to reimburse the Company for the amount
     of ultimate net loss paid in excess of $10,000,000, each and every loss,
     but the Reinsurer's maximum liability shall not exceed $10,000,000
     resulting from each and every loss.

B.   As respects losses which were first reported to the Company during the
     period January 1, 1992 to December 31, 1994 and are first reported to the
     Reinsurer during the term of this Agreement, the Company shall retain for
     its own account and pay under one or more of the Company's policies the
     first $10,000,000 ultimate net loss, each and every loss and the Reinsurer
     agrees to reimburse the Company for the amount of ultimate net loss paid in
     excess of $10,000,000, each and every loss, but the Reinsurer's maximum
     liability shall not exceed $10,000,000 resulting from each and every loss.
     The coverage provided hereunder shall be no narrower nor broader in scope
     than that which was provided to the Company under their Fourth Excess of
     Loss Reinsurance Agreement in force for the same period (see attached Cover
     Note Numbers 01-92-0599, 01-93-0599 and 01-94-0599).

PREMIUM

A.   The Company shall pay to the Reinsurer a deposit premium of $1,420,000
     payable in equal quarterly installments of $355,000 on January 1, April 1,
     July 1 and October 1, 2001. In the event of cancellation, at the option of
     the Company, the Reinsurer agrees to run-off policies in force until
     natural expiration, not to exceed twelve (12) months from the expiration
     date hereon, subject to a premium equal to 50% of the Actual Earned
     Reinsurance Premium, as set forth in paragraph B. The run-off premium shall
     be paid in equal quarterly installments on January 1, April 1, July 1 and
     October 1, 2002.

B.   As soon as practicable after expiration of this Agreement, the Company
     shall calculate the premium due the Reinsurer based on a rate of 0.920% of
     the Gross Net Earned Premium Income accounted for by the Company during the
     term of this Agreement on all business subject matter of the Agreement,
     subject to a minimum premium of $1,136,000. In the event the premium due
     hereunder is greater than the deposit premium paid, the difference

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     shall be paid to the Reinsurer forthwith. If the actual premium is less
     then the deposit premium paid, the difference shall be refunded to the
     Company, subject to the minimum premium.

REINSTATEMENT

A.   As respects Sections A. and B. combined of the Limits of Cover Section:

     1.   In the event of any portion of the coverage under this Agreement being
          depleted or exhausted by loss, the amount so depleted or exhausted
          shall be reinstated from the time claim is first made and the Company
          shall pay the Reinsurer for such reinstatement an additional premium
          calculated as follows:

          (a)  For the first reinstatement, 100% of the annual reinsurance
               premium pro rated as to the amount so reinstated;

          (b)  For the second reinstatement, 100% of the annual reinsurance
               premium pro rated as to the amount so reinstated.

     2.   All calculations of reinstatement premiums shall be based on paid
          losses only.

B.   Nevertheless, the Reinsurer's liability shall never be more than
     $10,000,000 in respect of any claim made nor more than the Maximum Annual
     Aggregate Amount Recoverable under Sections A. and B. combined of
     $30,000,000 in all during the term of the Agreement.

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                            EXHIBIT D - FOURTH LAYER

                     Attaching to and forming a part of the

                      EXCESS OF LOSS REINSURANCE AGREEMENT

LIMITS OF COVER

     The Company shall retain for its own account and pay under one or more of
     the Company's policies the first $20,000,000 ultimate net loss, each and
     every loss and the Reinsurer agrees to reimburse the Company for the amount
     of ultimate net loss paid in excess of $20,000,000, each and every loss,
     but the Reinsurer's maximum liability shall not exceed $30,000,000
     resulting from each and every loss.

PREMIUM

A.   The Company shall pay to the Reinsurer a deposit premium of $1,000,000
     payable in equal quarterly installments of $250,000 on January 1, April 1,
     July 1 and October 1, 2001. In the event of cancellation, at the option of
     the Company, the Reinsurer agrees to run-off policies in force until
     natural expiration, not to exceed twelve (12) months from the expiration
     date hereon, subject to a premium equal to 50% of the Actual Earned
     Reinsurance Premium, as set forth in paragraph B. The run-off premium shall
     be paid in equal quarterly installments on January 1, April 1, July 1 and
     October 1, 2002.

B.   As soon as practicable after expiration of this Agreement, the Company
     shall calculate the premium due the Reinsurer based on a rate of 0.645% of
     the Gross Net Earned Premium Income accounted for by the Company during the
     term of this Agreement on all business subject matter of the Agreement,
     subject to a minimum premium of $800,000. In the event the premium due
     hereunder is greater than the deposit premium paid, the difference shall be
     paid to the Reinsurer forthwith. If the actual premium is less then the
     deposit premium paid, the difference shall be refunded to the Company,
     subject to the minimum premium.

REINSTATEMENT

A.   As respects Sections A. and B. combined of the Limits of Cover Section:

     1.   In the event of any portion of the coverage under this Agreement being
          depleted or exhausted by loss, the amount so depleted or exhausted
          shall be reinstated from the

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          time claim is first made and the Company shall pay the Reinsurer for
          such reinstatement an additional premium calculated as follows:

          For the first reinstatement, 100% of the annual reinsurance premium
          pro rated as to the amount so reinstated;

     2.   All calculations of reinstatement premiums shall be based on paid
          losses only.

B.   Nevertheless, the Reinsurer's liability shall never be more than
     $30,000,000 in respect of any claim made nor more than the Maximum Annual
     Aggregate Amount Recoverable under Sections A. and B. combined of
     $60,000,000 in all during the term of the Agreement.

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                             EXHIBIT E - FIFTH LAYER

                     Attaching to and forming a part of the

                      EXCESS OF LOSS REINSURANCE AGREEMENT

LIMITS OF COVER

     The Company shall retain for its own account and pay under one or more of
     the Company's policies the first $50,000,000 ultimate net loss, each and
     every loss and the Reinsurer agrees to reimburse the Company for the amount
     of ultimate net loss paid in excess of $50,000,000, each and every loss,
     but the Reinsurer's maximum liability shall not exceed $20,000,000
     resulting from each and every loss.

PREMIUM

A.   The Company shall pay to the Reinsurer a deposit premium of $295,000
     payable in equal quarterly installments of $73,750 on January 1, April 1,
     July 1 and October 1, 2001. In the event of cancellation, at the option of
     the Company, the Reinsurer agrees to run-off policies in force until
     natural expiration, not to exceed twelve (12) months from the expiration
     date hereon, subject to a premium equal to 50% of the Actual Earned
     Reinsurance Premium, as set forth in paragraph B. The run-off premium shall
     be paid in equal quarterly installments on January 1, April 1, July 1 and
     October 1, 2002.

B.   As soon as practicable after expiration of this Agreement, the Company
     shall calculate the premium due the Reinsurer based on a rate of 0.190% of
     the Gross Net Earned Premium Income accounted for by the Company during the
     term of this Agreement on all business subject matter of the Agreement,
     subject to a minimum premium of $236,000. In the event the premium due
     hereunder is greater than the deposit premium paid, the difference shall be
     paid to the Reinsurer forthwith. If the actual premium is less then the
     deposit premium paid, the difference shall be refunded to the Company,
     subject to the minimum premium.

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                          LOSS FUNDING - INCLUDING IBNR

               THIS IS APPLICABLE TO NON-ADMITTED REINSURERS ONLY
               --------------------------------------------------

After consultation with their outside Actuaries, Tillinghast, Towers Perrin,
S.C.P.I.E. intends to use the following IBNR factors applied to Gross
Reinsurance Premiums for 2000 Letter of Credit Funding purposes applicable to
Non-Admitted Reinsurers only:

                                              IBNR
Period                                       Factor
------                                       ------
Current Year                                 97.00%
First Development Year                       40.00%
Second Development Year                      17.00%
Third Development Year                        7.00%
Fourth Development Year &
Subsequent                                    2.00%

The Letter of Credit Funding requirement for IBNR shall be net of any Specific
                                                           ---
Case Base Loss Reserves. Therefore, the factors outlined above represent the
ceiling for the sum of Specific Case Base Loss Reserves and IBNR. Further, a cap
-------         ---
of five times the Gross Reinsurance Premium shall apply as the Lifetime IBNR
Maximum for each Treaty Year.

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           NUCLEAR ENERGY RISKS EXCLUSION CLAUSE (REINSURANCE) (1994)
                    (WORLDWIDE EXCLUDING U.S.A. AND CANADA)

This Agreement shall exclude Nuclear Energy Risks whether such risks are written
directly and/or by way of reinsurance and/or via Pools and/or Associations.

For all purposes of this Agreement Nuclear Energy Risks shall mean all first
                                                                   ---------
party and/or third party insurances or reinsurances (other than Workers'
------------------------------------------------------------------------
Compensation and Employers' Liability) in respect of:
----------------------------------------------------

     (I)  All Property on the site of a nuclear power station.

          Nuclear Reactors, reactor buildings and plant and equipment therein on
          any site other than a nuclear power station.

     (II) All Property, on any site (including but not limited to the sites
          referred to in (I) above) used or having been used for:

          (a)  the generation of nuclear energy; or

          (b)  the Production, Use or Storage of Nuclear Material.

     (III) Any other Property eligible for insurance by the relevant local
          Nuclear Insurance Pool and/or Association but only to the extent of
          the requirements of that local Pool and/or Association.

     (IV) The supply of goods and services to any of the sites, described in (I)
          to (III) above, unless such insurances or reinsurances shall exclude
          the perils of irradiation and contamination by Nuclear Material.

Except as undernoted, Nuclear Energy Risks shall not include:

     (i)  Any insurance or reinsurance in respect of the construction or
          erection or installation or replacement or repair or maintenance or
          decommissioning of Property as described in (I) to (III) above
          (including contractors' plant and equipment);

     (ii) Any Machinery Breakdown or other Engineering insurance or reinsurance
          not coming within the scope of (i) above.

Provided always that such insurance or reinsurance shall exclude the perils of
irradiation and contamination by Nuclear Material.

However, the above exemption shall not extend to:

     (1)  The provision of any insurance or reinsurance whatsoever in respect
          of:

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          (a)  Nuclear Material;

          (b)  Any Property in the High Radioactivity Zone or Area of any
               Nuclear Installation as from the introduction of Nuclear Material
               or - for reactor installations - as from fuel loading or first
               criticality where so agreed with the relevant local Nuclear
               Insurance Pool and/or Association.

     (2)  The provision of any insurance or reinsurance for the undernoted
          perils:

          .    fire, lightning, explosion;
          .    earthquake;
          .    aircraft and other aerial devices or
          .    articles dropped therefrom;
          .    irradiation and radioactive contamination;
          .    any other peril insured by the relevant local Nuclear Insurance
               Pool and/or Association;

          in respect of any other Property not specified in (1) above which
          directly involves the Production, Use or Storage of Nuclear Material
          as from the introduction of Nuclear Material into such Property.

Definitions
-----------

"Nuclear Material" means:

     (i)  Nuclear fuel, other than natural uranium and depleted uranium, capable
          of producing energy by a self-sustaining chain process of nuclear
          fission outside a Nuclear Reactor, either alone or in combination with
          some other material; and

     (ii) Radioactive Products or Waste.

"Radioactive Products or Waste" means any radioactive material produced in, or
any material made radioactive by exposure to the radiation incidental to the
production or utilization of nuclear fuel, but does not include radioisotopes
which have reached the final stage of fabrication so as to be usable for any
scientific, medical, agricultural, commercial or industrial purpose.

"Nuclear Installation" means:

     (i)  Any Nuclear Reactor;

     (ii) Any factory using nuclear fuel for the production of Nuclear Material,
          or any factory for the processing of Nuclear Material, including any
          factory for the reprocessing of irradiated nuclear fuel; and

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     (iii) Any facility where Nuclear Material is stored, other than storage
          incidental to the carriage of such material.

"Nuclear Reactor" means any structure containing nuclear fuel in such an
arrangement that a self-sustaining chain process of nuclear fission can occur
therein without an additional source of neutrons.

"Production, Use or Storage of Nuclear Material" means the production,
manufacture, enrichment, conditioning, processing, reprocessing, use, storage,
handling and disposal of Nuclear Material.

"Property" shall mean all land, buildings, structures, plant, equipment,
vehicles, contents (including but not limited to liquids and gases) and all
materials of whatever description whether fixed or not.

"High Radioactivity Zone or Area" means:

     (i)  For nuclear power stations and Nuclear Reactors, the vessel or
          structure which immediately contains the core (including its supports
          and shrouding) and all the contents thereof, the fuel elements, the
          control rods and the irradiated fuel store; and

     (ii) For non-reactor Nuclear Installations, any area where the level of
          radioactivity requires the provision of a biological shield.

N.M.A. 1975(a)
April 1, 1994

--------------------------------------------------------------------------------

NOTES:   Wherever used herein the terms:

         "Reinsured"    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.

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NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - CANADA

1.   This Agreement does not cover any loss or liability accruing to the
     Reinsured 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 agreed that for all purposes of this Agreement all the original
     liability contracts of the Reinsured, whether new, renewal or replacement,
     of the following classes, namely,

     Personal Liability
     Farmers' Liability
     Storekeepers' Liability

     which become effective on or after 31st December 1992, shall be deemed to
     include, from their inception dates and thereafter, the following
     provision:-

     Limited Exclusion Provision.

     This Policy does not apply to bodily injury or property damage with respect
     to which the Insured is also insured under a contract of nuclear energy
     liability insurance (whether the Insured is unnamed in such contract and
     whether or not it is legally enforceable by the Insured) issued by the
     Nuclear Insurance Association of Canada or any other group or pool of
     insurers or would be an Insured under any such policy but for its
     termination upon exhaustion of its limit of liability.

     With respect to property, loss of use of such property shall be deemed to
     be property damage.

3.   Without in any way restricting the operation of paragraph 1 of this clause
     it is agreed that for all purposes of this Agreement all the original
     liability contracts of the Reinsured, whether new, renewal or replacement
     of any class whatsoever (other than Personal Liability, Farmers' Liability,
     Storekeepers' Liability or Automobile Liability contracts), which become
     effective on or after 31st December 1992, shall be deemed to include from
     their inception dates and thereafter, the following provision:-

     Broad Exclusion Provision

     It is agreed that this Policy does not apply:

     (a)  To any liability imposed by or arising from any nuclear liability act,
          law or statute or any law amendatory thereof; nor

     (b)  to bodily injury or property damage with respect to which an Insured
          under this policy is also insured under a contract of nuclear energy
          liability insurance (whether the Insured is unnamed in such contract
          and whether or not it is legally enforceable by the Insured)

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          issued by the Nuclear Insurance Association of Canada or any other
          insurer or group or pool of insurers or would be an Insured under any
          such policy but for its termination upon exhaustion of its limit of
          liability; nor

     (c)  to bodily injury or property damage resulting directly or indirectly
          from the nuclear energy hazard arising from:

          (i)  the ownership, maintenance, operation or use of a nuclear
               facility by or on behalf of an Insured;

          (ii) 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; and

          (iii) the possession, consumption, use, handling, disposal or
               transportation of fissionable substances, or of other radioactive
               material (except radioactive isotopes, away from a nuclear
               facility, which have reached the final stage of fabrication so as
               to be useable for any scientific, medical, agricultural,
               commercial or industrial purpose) used, distributed, handled or
               sold by an Insured.

     As used in this Policy:

1.   The term "nuclear energy hazard" means the radioactive, toxic, explosive,
     or other hazardous properties of radioactive material;

2.   The term "radioactive material" means uranium, thorium, plutonium,
     neptunium, their respective derivatives and compounds, radioactive isotopes
     of other elements and any other substances which may be designated by or
     pursuant to any law, act or statute, or law amendatory thereof as being
     prescribed substances capable of releasing atomic energy, or as being
     requisite for the production, use or application of atomic energy;

3.   The term "nuclear facility" means:

     (a)  any apparatus designed or used to sustain nuclear fission in a
          self-supporting chain reaction or to contain a critical mass of
          plutonium, thorium and uranium or any one or more of them;

     (b)  any equipment or device designed or used for (i) separating the
          isotopes of plutonium, thorium and uranium or any one or more of them,
          (ii) processing or utilizing spent fuel, or (iii) handling, processing
          or packaging waste;

     (c)  any equipment or device used for the processing, fabricating or
          alloying of plutonium, thorium or uranium enriched in the isotope
          uranium 233 or in the isotope uranium 235, or any one or more of them
          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

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          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 radioactive material;

     and includes the site on which any of the foregoing is located, together
     with all operations conducted thereon and all premises used for such
     operations.

4.   The term "fissionable substance" means any prescribed substance that is, or
     from which can be obtained, a substance capable of releasing atomic energy
     by nuclear fission.

5.   With respect to property, loss of use of such property shall be deemed to
     be property damage.

NMA 1979a
(01.04.96) Form approved by Lloyd's Underwriters' Non-Marine Association
Limited.

--------------------------------------------------------------------------------

NOTES:   Wherever used herein the terms:

         "Reassured"    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.

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NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - U.S.A.

(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.

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(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 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.

     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

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               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 other than
          the tailings or wastes produced by the extraction or concentration of
          uranium or thorium from any ore processed primarily

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          for its source material content and (2) resulting from the operation
          by any person or organization of any nuclear facility included under
          the first two paragraphs of the definition of nuclear facility;
          "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" includes all forms of radioactive
          contamination of property. "property damage" 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.

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--------------------------------------------------------------------------------
*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.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

NOTES:   Wherever used herein the terms:

         "Reassured"    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.

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