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                                                                   EXHIBIT 10.41












REINSURED:                    SCPIE HOLDINGS, INC.,
                              AND/OR S.C.P.I.E. INDEMNITY COMPANY,
                              AND/OR AMERICAN HEALTHCARE INDEMNITY COMPANY,
                              AND/OR AMERICAN HEALTHCARE SPECIALTY COMPANY,
                              AND/OR S.C.P.I.E. INSURANCE SERVICES, INC.
                              AND/OR S.C.P.I.E. MANAGEMENT SERVICES, INC.
                              BEVERLY HILLS, CALIFORNIA

TYPE:                         THIRD EXCESS OF LOSS REINSURANCE

BUSINESS
COVERED:                      Physicians and Surgeons Comprehensive Professional
                              and Business Liability Policies, including Clinics
                              and Clinical Laboratories, Professional and
                              Business Liability Policies for Hospitals and
                              Errors and Omissions Liability Policies for
                              Managed Care Organizations.

TERM:                         January 1, 1998 to December 31, 1998 as respects
                              claims made during the calendar year 1998.

                              Retroactive date January 1, 1976, except for Extra
                              Contractual Obligations which is January 1, 1979.

                              In respect of recoveries made under Section A.1:

                              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 inforce 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 Policies,
                              claims or losses first notified to the Company
                              during the term of this Agreement.

                              In the event of cancellation, and at the option of
                              the Reinsured, Reinsurers agree to run-off
                              policies in force until natural expiration not to
                              exceed 12 months from the expiration date hereon,
                              subject to a Premium equal to 50% of the Actual
                              Earned Reinsurance Premium.

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TERM:                    In respect of recoveries made under Section A.2:
(Cont'd)
                         The term "claims made" shall mean claims first
                         reported to the Reinsured during the period
                         January 1, 1987 to December 31, 1992 and first
                         reported to Reinsurers during the term of this
                         Agreement.

TERRITORY:               As per the Company's original policies, contracts,
                         or binders.

EXCLUSIONS:              1.  Insolvency Funds.

                         2.  Nuclear Incident - Liability - Reinsurance.

LIMIT AND
RETENTION:               

                         A.1.      $5,000,000 each and every loss in excess
                                   of $5,000,000 each and every loss.

                         A.2.      $5,000,000 each and every loss in excess
                                   of $5,000,000 each and every loss
                                   covering losses which were first
                                   reported to the Company during the
                                   period January 1, 1987 to December 31,
                                   1992 and are first reported to the
                                   Reinsurers during the term of this
                                   Agreement. 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 Nos.
                                   01-87-0022, 01-88-0022, 01-89-0022,
                                   01-90-0022, 01-91-0022, 01-92-0022).

WARRANTY:                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 or so
                                   deemed.

                         2.        As respects Professional and Business
                                   Liability Policies for Hospitals written
                                   on or after January 1, 1996 and prior to
                                   October 1, 1997, Policy Limits greater
                                   than $500,000 reinsured elsewhere on an
                                   Excess of Loss basis or so deemed.

                         3.        As respects Professional and Business
                                   Liability Policies for Hospitals written
                                   prior to January 1, 1996, Policy Limits
                                   greater than $5,000,000 reinsured
                                   elsewhere on an Excess of Loss basis or
                                   so deemed.

                         4.        As respects Professional and Business
                                   Liability Policies for Hospitals written
                                   on or after October 1, 1997, Policy
                                   Limits greater than $1,000,000 reinsured
                                   elsewhere on an Excess of Loss Basis or
                                   so deemed.

                         5.        In respect of Errors and Omissions
                                   Liability Policies for Managed Care
                                   Organizations, Maximum Original Policy
                                   Limit $5,000,000.

PREMIUM:                 .333% of G.N.E.P.I.

                         Deposit Premium: $355,000, payable $88,750 quarterly.

                         Minimum - $355,000.



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REINSTATEMENT(S):         A.1.      One in all at the option of the Company
                                    computed Pro Rata as to amount 100% as
                                    respects premium.

                          All calculations of reinstatement premiums shall
                          be based on paid losses only. The decision of the
                          Company to exercise its reinstatement option must
                          be relayed to Reinsurers within three (3) months
                          from the time any reserve invades this Contract.

                                               PLUS

                          A.2.   In the event of a paid loss arising under
                                 this Section, additional to the
                                 reinstatement premium payable above, a
                                 further reinstatement premium shall be
                                 payable to be calculated at pro rata as
                                 respects amount/100% as respects premium
                                 based on annual premium of $125,000.

                                 It is understood and agreed that the
                                 payment of reinstatement premiums arising
                                 from losses recoverable under Section A.2.
                                 above shall be mandatory and not at the
                                 option of the Company.

                          Maximum Annual Aggregate Amount Recoverable under
                          (A.) 1 and 2 combined is $10,000,000 in all.

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 medical
                                    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.
                                    Where first notice falls in Agreement
                                    Years incepting prior to January 1, 1992
                                    the "Interlocking Clause" to apply
                                    hereon for Physicians and Surgeons
                                    Comprehensive Professional Liability
                                    Policies only.

                          (B)       The date of a loss hereunder shall be
                                    the earliest date, within the term of
                                    this Contract, that the company has
                                    received First Notice of Claim or
                                    Circumstance.

GENERAL
CONDITIONS:               Loss Adjustment Expenses to be Pro-Rated.
                          Excess of Original Policy Limits Clause.
                          80% Extra Contractual Obligations Clause.
                          Ultimate Net Loss Clause including Declaratory
                          Judgement Expenses incurred in connection with
                          coverage questions and legal actions related to a
                          specific claim.
                          Net Retained Lines Clause.
                          Notice of Loss Clause.
                          Loss Funding Clause - Including IBNR (See Attached).
                          Special Funding Clause.
                          Confidentiality Clause.
                          Commutation Clause.

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GENERAL
CONDITIONS:
(Cont'd)                      Federal Excise Tax Clause.
                              Errors and Omissions Clause.
                              Insolvency Clause.
                              Service of Suit Clause.
                              Arbitration Clause.
                              Access to Records Clause.
                              Guy Carpenter & Company, Inc. Intermediary Clause.

REINSURERS
HEREON:                       Domestic:
                              Gulf Insurance Company                       5.00%
                              Odyssey Reinsurance Corporation              5.00%
                                                                          -----
                              Domestic Total                              10.00%
                                                                          =====
                              Australia:
                              Through Guy Carpenter & Company, Pty. Ltd:
                                   GIO Insurance Ltd.
                                   trading as:
                                   GIO Reinsurance                        10.00%
                                                                          -----
                                   Australia Total                        10.00%
                                                                          -----
                              Germany:
                              Hannover Ruckversicherungs AG                7.50%
                                                                          -----
                                     Germany Total                         7.50%
                                                                          -----
                             United Kingdom:
                             Through Guy Carpenter & Company, Ltd. (UK)
                             London, England
                             Underwriters at Lloyd's
                               SVH  1007                                  6.716%
                               DPM   435                                  6.716%
                               JHV   376        45.80%
                                    2376        54.20%                    2.374%
                               ROS   227        73.00%
                                    2227        27.00%                    1.188%
                               BFC   780                                  1.978%
                               PJG    79                                  3.000%
                               SJB  1212                                  4.728%
                               GNR   570                                  2.374%
                               MEL  1223                                  7.914%
                               RAS  1096                                  1.187%
                               HGJ   205                                  5.478%
                               WEH   362                                  3.000%
                               RAE   219                                  4.748%
                               MFN  1027        30.97%
                                    2027        69.03%                    1.583%





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<TABLE>

<S>                           <C>                                                  <C>
REINSURERS
HEREON:                        GSC   958                                              0.791%
(Cont'd)                       ANT   51                                               0.791%
                               CFP   314                                              1.583%
                               SAM   727                                              2.374%
                               MHE  529                                               2.374%
                              CNA International Reinsurance Co., Ltd.                 4.478%
                              Sphere Drake Insurance PLC                              2.375%
                              Unionamerica Insurance Company, Ltd.                    4.750%
                                                                                      ------
                                           United Kingdom Total                       72.500%

                                           Domestic Total                            10.000%
                                           Foreign Total                             90.000%
                                                                                     -------
                                           Grand Total                              100.000%
                                                                                    ========
</TABLE>



This Cover Note is to confirm the terms and conditions which have been
negotiated between Guy Carpenter & Company, Inc. and the participating
Reinsurers on your behalf. We request that you review this Cover Note with
regard to the specific placement details and subscribing Reinsurers listed
herein. In the event that any of these details do not meet with your approval or
security of the subscribing Reinsurers does not meet with your requirements,
please notify this office immediately. If all is found to be in order please
sign and return the enclosed duplicate copy of this Cover Note for completion of
our files.


----------------------------------
Signature


----------------------------------
Date



                                              Guy Carpenter & Company, Inc.


                                              By
                                                ----------------------------- 
                                                 Managing Director






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