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                                                                    EXHIBIT 10.1

                                       GAP
                              QUOTA SHARE CONTRACT

                                     BETWEEN

                         PHILADELPHIA INSURANCE COMPANY
                    PHILADELPHIA INDEMNITY INSURANCE COMPANY
                                     ("PIC")

                                       AND

                          CUMIS INSURANCE SOCIETY, INC,
                                    ("Cumis")

                            EFFECTIVE: APRIL 1, 2004

IN CONSIDERATION OF THE MUTUAL PROMISES AND OTHER GOOD AND VALUABLE
CONSIDERATION, PIC and Cumis agree as follows:

ARTICLE I. DEFINITIONS

Unless the context clearly requires otherwise:

A.    "Allocated Loss Expense" means costs and expenses incurred by PIC on its
      Net Retained Line and allocable to a specific claim or loss that are
      incurred by PIC in the investigation, appraisal, adjustment, settlement,
      litigation, defense or appeal of a specific claim, including court costs
      and costs of supersedeas and appeal bonds expense, including a pro rata
      share of salaries and expenses of PIC employees and expenses of PIC
      officers who have been temporarily diverted from their normal and
      customary duties and assigned to the field adjustment of losses covered by
      this Contract, interest accrued after award or judgment and pre-judgment
      interest awarded against the insured, legal expenses and costs incurred by
      PIC in connection with coverage questions and legal actions connected
      therewith, and legal costs and expenses associated with Extra-contractual
      Obligations and Loss in Excess of Certificate Limits.

B.    "Certificate" or "Certificates" means either (i) a Deficiency Waiver
      Contract issued by a lender with an effective date during the Term of this
      Contract and insured under policies issued by PIC known either as
      Guarantee Asset Protection ("GAP") or Members Choice GAP (both called "GAP
      Policies") or (ii) a certificate of insurance issued by PIC with effective
      date for insurance coverage commencing during the Term of this Contract
      evidencing coverage under GAP Policies issued by PIC,

C.    "Contract Year" means each separate twelve (12) month period from April 1,
      2004 or any period of less than twelve (12) months subsequent thereto
      resulting from termination of this Contract.

D.    "Coverage territory" means all states of the United States of America.

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E.    "Extra-contractual Obligations" means one hundred percent (100.00%) of any
      punitive, exemplary, compensatory or consequential damages for which PIC
      is liable, other than Loss in Excess of Certificate Limits as a result of
      a demand, claim or action by its insured, its insured's assignee or a
      third party claimant, which demand, claim or action alleges gross
      negligence, negligence, fraud, bad faith or other tortious conduct on the
      part of PIC in investigating, adjusting, defending, settling or otherwise
      handling a claim under a Certificate. An Extra-contractual Obligation
      shall be deemed to have occurred on the same date as the Loss covered or
      alleged to be covered under a Certificate. Notwithstanding anything stated
      herein, this Contract shall not apply to any Extra-contractual obligation
      incurred by PIC as a result of any fraudulent and/or criminal act directed
      against PIC by any officers or directors of PIC 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. PIC shall be indemnified in
      accordance with this Article to the extent permitted by applicable law.
      Indemnification by Cumis for Extra-contractual Obligations will be
      considered primary and any Errors and Omissions policy purchased by PIC
      will be considered excess and inure solely to the benefit of PIC.

F.    "Gross Net Premium" means direct premium written less refunds and returns
      (but not dividends) on Certificates less premiums paid or payable by PIC
      for all other facultative reinsurance coverage applicable to Certificates.

G.    "Loss" means the amount of Loss or liability paid by PIC to or on behalf
      of its insured to a claimant(s) under a Certificate.

H.    "Loss in Excess of Certificate Limits" means one hundred percent (100%) of
      any amount for which PIC is liable in excess of its Certificate limits,
      but otherwise within the terms of its Certificate as a result of a demand,
      claim or action by its insured or its insured's assignee or other third
      party to recover damages the insured is legally obligated to pay to a
      third party claimant because of PIC's alleged or actual gross negligence,
      negligence, fraud, bad faith or other tortious conduct on the part of PIC
      in investigating, adjusting, defending, settling or otherwise handling a
      claim including but not limited to rejecting a settlement within policy
      limits, in discharging its duty to defend or prepare the defense in the
      trial of an action against its insured, or in discharging its duty to
      prepare or prosecute an appeal consequent upon such an action.
      Indemnification by Cumis for Loss in Excess of Certificate Limits will be
      considered primary and any Errors and Omissions policy purchased by PIC
      will be considered excess and inure solely to the benefit of PIC.

I.    "Net Loss" means that amount of Loss, Extra Contractual Obligations, and
      Loss in Excess of Certificate Limits that PIC has paid or is obligated to
      pay on its Net Retained Line.

J.    "Net Retained Line" means that portion of any Net Loss and Allocated Loss
      Expense that PIC has retained net for its own account after application of
      all facultative reinsurance and after deduction of all net salvage and
      other recoveries actually

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      made. All subrogation, recoveries, or payments recovered or received
      subsequent to a Loss settlement under this Contract shall be applied as if
      recovered or received prior to payment or settlement, and all necessary
      adjustments shall be made by the parties to this Contract. Nothing in this
      definition, however, shall be construed to mean that Net Loss is not
      recoverable from Cumis until the ultimate Net Loss of PIC has been
      absolutely ascertained.

ARTICLE II. COVERAGE

A.    Net Loss. Cumis shall be liable to and will indemnify PIC, for one hundred
      percent (100%) of PIC's Net Loss on each loss, each coverage, each
      Certificate, and

B.    Allocated Loss Expense. Cumis shall also be liable to and will reimburse
      PIC, in addition to Cumis's obligation to reimburse PIC for Net Loss as
      set forth above, for one hundred percent (100%) of all Allocated Loss
      Expense arising in connection with claims arising from Certificates.

ARTICLE III. EXCLUSIONS

A.    The exclusions of this Contract shall be identical with those of PIC's
      Certificates and the master policies under which the Certificates are
      issued

B.    Any Net Loss and Allocated Loss Expense arising from Certificates issued
      with a coverage period effective inception date not during the Term of
      this Contract is not covered by this Contract.

C.    Notwithstanding any other provision of this Contract, Cumis shall have no
      obligation or liability for any loss, expense, damage, fees, fine, penalty
      or other amount that arises from (i) the acts, errors, omissions, or
      conduct of PIC that arises or results from the general conduct or
      procedures ("procedures") of PIC that are as issued by PIC contrary to or
      inconsistent with applicable statutes, regulations, insurance department
      bulletins and attorney general opinions applicable to the claims function
      and claims practices ("claims practices rules") applied in general or as
      those procedures are or were applied to a specific claim or claims or (ii)
      the failure of PIC to follow the advice and counsel of Cumis provided
      under Article X.

ARTICLE IV. PREMIUM

A.    Premium. PIC shall cede to Cumis one hundred percent (100%) of the Gross
      Net Premium arising from the Certificates including that developed by
      endorsement or audit on each Certificate less any premiums paid or payable
      for facultative reinsurance that inures to the benefit of this Contract.

B.    Premium Adjustment. If any alteration is made in the terms of any
      Certificate whereby the amount of the premium payable in respect thereof
      is affected, the premium shall be adjusted and any difference credited to
      or charged against the Cumis as the case may warrant. Upon cancellation of
      any Certificate, PIC shall be entitled to the proportionate return of
      premium.

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C.    Cancellation Fees. PIC and CUMIS will share equally in all cancellation
      fees when permitted by law.

ARTICLE V. CEDING COMMISSION

A.    Ceding Commission. Cumis shall allow PIC in the monthly accounts a ceding
      commission of Nineteen and six-tenths percent (19.6%) percent of Gross Net
      Premium ceded to Cumis on the Certificates. On return and refund premiums,
      PIC shall return and refund commission at the rate originally allowed
      thereon.

ARTICLE VI. TERM AND TERMINATION

A.    Commencement. This Contract incepts 12:01 A.M. Standard Time, April 1,
      2004 and is subject to termination at any month's end upon at least one
      hundred twenty (120) days prior written notice by either party.

B.    Termination. Upon termination of this Contract, coverage under this
      Contract will remain in effect for all Certificates to which this Contract
      attached including those which are in-force on the termination date until
      their natural expiration. However, should any Certificate to which this
      Contract applies be extended, continued or renewed due to regulatory, or
      other legal restrictions, this Contract shall automatically provide
      extended coverage until those Certificates expire or are actually
      terminated by PIC.

C.    Run-Off. If coverage under this Contract shall expire while a Loss covered
      hereunder is in progress, subject to the other conditions of this
      Contract, Cumis shall indemnify PIC as if the entire Loss had occurred
      during the time this Contract is in force provided the Loss covered
      hereunder started before the time of coverage expiration.

ARTICLE VII. ACCOUNTS AND REPORTS

A.    Accounts. PIC shall throughout the term of this Contract and thereafter,
      so long as either party hereto shall request until all liability on the
      Certificates has expired, report monthly as of the end of each month and
      in addition, as of the end of each calendar year the following as the same
      pertain to activity on Certificates for and from inception through to the
      end of each applicable month:

      1.    Gross Net Premium written

      2.    Gross Net Premium ceded;

      3.    Gross Net earned premium

      4.    Gross Net earned premium ceded

      5.    Gross Unearned premium reserve;

      6.    Gross Unearned premium ceded;

      7.    Gross Net Loss and Allocated Loss Expense paid less applicable
            salvage, subrogation, and other recoveries made;

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      8.    Ceded Net Loss and Allocated Loss Expense paid less applicable
            salvage, subrogation, and other recoveries made;

      9.    Gross reserves for Net Loss and Allocated Loss Expense outstanding;

      10.   Ceded reserves for Net Loss and Allocated Loss Expense outstanding;

      11.   Ceded Premium received by PIC payable to Cumis;

      12.   Ceding Commission due PIC;

      13.   Claims Fund balance after settlements made in accordance with
            Article XIII (D);

      14.   Net cash balance due PIC/Cumis (11-12)

B.    Monthly Reports. Reports shall be submitted by PIC to Cumis within
      forty-five (45) days of the end of each month for which the activity
      report is rendered with exception to the report as submitted in accordance
      with Article XII (H). The net balance due as reflected by each report
      shall be payable by the debtor party to the creditor party, without demand
      or presentation, within sixty (60) days of the end of the month for which
      the report is submitted. A positive amount is a balance due Cumis; a
      negative balance is an amount due PIC.

C.    Set-Off. All amounts due either PIC or Cumis, whether by reason of
      premium, commission, Net Loss, or Allocated Loss Expense, or otherwise,
      under this Contract shall be subject to the right of recoupment and offset
      and upon the exercise of the same, only the net balance shall be due. All
      claims for such amounts whether or not fixed in amount at the time of the
      insolvency of any party to this Contract, arising from coverage placed in
      effect under this Contract prior to the insolvency of any party to this
      Contract shall be deemed pre-liquidation debts and subject to this
      Article.

D.    Reports. PIC shall timely provide Cumis with reports and statistics with
      respect to the Certificates as reasonably requested by Cumis including,
      without limitation, within forty-five (45) days of the end of each
      quarter, full, separate, and complete detailed Certificate and claims
      bordereau and reports on formats acceptable to PIC and Cumis and such
      other information as may be required by Cumis for completion of their NAIC
      annual statements.

ARTICLE VIII. CURRENCY AND TAXES

A.    Currency. Whenever the word "Dollars" or the "$" sign appears in this
      Contract, they shall be construed to mean United States Dollars and all
      transactions under this Contract shall be in United States Dollars.
      Amounts paid or received by PIC in any other currency shall be converted
      to United States Dollars at the rate of exchange at the date such
      transaction is entered on the books of PIC.

B.    Apportionment. In the event of PIC being involved in a Loss requiring
      payment in two currencies, the amount recoverable under this Contract
      shall be apportioned to the two currencies in the same proportion as the
      amount of Loss in each currency bears to the total amount of Loss paid by
      PIC. For the purposes of this Contract, where PIC should receive premium
      or pay Loss in currencies other than United States currency, those
      premiums and Loss shall be converted into United States

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      Dollars at the actual rates of exchange at which these premiums and Losses
      are entered on PIC's books.

C.    Federal Excise Tax (Applicable to any reinsurer, excepting Underwriters at
      Lloyd's London and other Reinsurers exempt from Federal Excise Tax, who
      are domiciled outside the United States of America.) Cumis has agreed to
      allow for the purpose of paying the Federal Excise Tax the applicable
      percentage of the premium payable hereon (as imposed under Section 4371 of
      the Internal Revenue Code) to the extent such premium is subject to the
      Federal Excise Tax. In the event of any return of premium becoming due
      hereunder, Cumis shall deduct the applicable percentage from the return
      premium payable hereon and PIC or its agent should take steps to recover
      the tax from the United States Government.

D.    Taxes. In consideration of the terms under which this Contract is issued,
      PIC undertakes not to claim any deduction of the premium hereon when
      making Canadian Tax returns or when making tax returns, other than Income
      or Profits Tax returns, to any State or Territory of the United States of
      America or to the District of Columbia.

ARTICLE IX. OTHER COVERAGE.

A.    Inuring Coverage. In calculating the amount of liability under this
      Contract, only Net Loss and Allocated Loss Expense in respect of that
      portion of any risk in excess of collectible inuring other insurance or
      facultative reinsurance shall be included.

B.    Collectibility. The amount of Cumis's liability under this Contract in
      respect of any Net Loss and Allocated Loss Expense shall include losses
      incurred by PIC by reason of the inability of PIC to apply or collect any
      other coverage from any insurer or reinsurer, whether specific or general,
      that may have become due from them, whether that inability arises from
      insolvency or otherwise.

ARTICLE X. LOSS NOTICE AND SETTLEMENT

A.    Loss Notice. PIC shall report all Losses to Cumis by monthly bordereau.

B.    Loss Settlement. All claims and Loss shall be investigated, adjusted, and
      settled by PIC or its designee which settlements, judgments or compromises
      of claims or Loss will be finally binding upon Cumis without undue
      interference of Cumis provided that in the event of a possible claim
      denial for a reason outside of mutually agreed parameters reduced to
      writing by PIC and Cumis, PIC shall first seek the advice and counsel of
      Cumis before denying a claim in whole or in part.

C.    Original Conditions. Cumis' liability to PIC, subject to the exclusions
      and the terms and conditions of this Contract, shall attach simultaneously
      with that of PIC and shall be subject in all respects to the same risks,
      terms, conditions, interpretations, waivers and to the same modifications,
      alterations and cancellations as the respective insurances (or
      reinsurances) of PIC, the true intent of this Contract being

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      that Cumis shall, in every case to which this Contract applies, follow the
      settlements and the fortunes of PIC with respect to the Certificates.

D.    Right To Associate. When so requested in writing, PIC shall afford Cumis
      or its representatives an opportunity to be associated with PIC, at the
      expense of Cumis, in the defense of any claim, suit or proceeding
      involving this reinsurance, and PIC and Cumis shall cooperate in every
      respect in the defense of such claim, suit or proceeding.

E.    Errors and Omissions. Inadvertent delays, errors or omissions made by PIC
      in connection with this Contract shall not relieve Cumis from any
      liability which would have attached had such delay, error or omission not
      occurred, provided always that such delay, error or omission shall be
      rectified as soon as possible after discovery by PIC's Home Office.

F.    Subrogation and Recoveries. All salvages, recoveries, payments and
      reversals or reductions of verdicts or judgments (net of the cost of
      obtaining such salvage, recovery, payment or reversal or reduction of a
      verdict or judgment) whether recovered, received or obtained prior or
      subsequent to a loss settlement under this Contract, including amounts
      recoverable under other reinsurance, shall be applied as if recovered,
      received or obtained prior to the aforesaid settlement and shall be
      deducted from the actual losses sustained to arrive at the amount of the
      Net Loss. Nothing in this Article shall be construed to mean losses are
      not recoverable until the Net Loss to the PIC finally has been
      ascertained.

      Cumis shall be subrogated, as respects any loss for which Cumis shall
      actually pay or become liable, but only to the extent of the amount of
      payment by or the amount of liability to Cumis, to all the rights of PIC
      against any person or other entity who may be legally responsible for
      damages as a result of said loss. Should PIC elect not to enforce such
      rights, Cumis is hereby authorized and empowered to bring any appropriate
      action in the name of PIC or its policyholders, or otherwise to enforce
      such rights. Cumis shall promptly remit to PIC the amount of any judgment
      awarded in such an action in excess of the amount of payment by, or the
      amount of liability to, Cumis hereunder.

ARTICLE XI. ACCESS TO RECORDS AND THIRD PARTY BENEFICIARY

A.    Access To Records. Cumis, so long as liability under the Certificates has
      not expired and for five years thereafter, and as frequently as Cumis
      deems reasonably necessary, upon reasonable notice may visit, inspect,
      examine, audit, and verify, at the offices of PIC, any of the policies,
      Certificates, claim files, accounts, files, documents, books, reports,
      work papers, and other records belonging to or in the possession or
      control of PIC relating to the Certificates and to make copies thereof and
      extracts therefrom.

B.    Third Party Beneficiary. Except as expressly provided for in the Article
      entitled Insolvency, the provisions of this Contract are intended solely
      for the benefit of PIC and Cumis. Nothing in this Contract shall in any
      manner create or be construed to

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      create any obligations to or establish any rights against any party to
      this Contract in favor of any other persons not party to this Contract.

ARTICLE XII. Insolvency

A.    Reinsurance Payable. In the event of the declared insolvency of PIC and
      the appointment of a liquidator, receiver, conservator or statutory
      successor, this reinsurance shall be payable immediately upon demand, with
      reasonable provision for verification, directly to PIC or to its
      liquidator, receiver, conservator or statutory successor on the basis of
      the liability of PIC as a result of claims allowed against PIC by any
      court of competent jurisdiction or any liquidator, receiver, conservator,
      or statutory successor having authority to allow such claims without
      diminution because of the insolvency of PIC or because the liquidator,
      receiver, conservator or statutory successor of PIC has failed to pay all
      or a portion of any claim. Payments by Cumis as above set forth shall be
      made directly to PIC or to its conservator, liquidator, or statutory
      successor, except where the contract of insurance or reinsurance
      specifically provides another payee of such reinsurance or except as
      provided by applicable law and regulation (such as subsection (a) of
      section 4118 of the New York Insurance laws) in the event of the
      insolvency of PIC.

B.    Notice of Claim. Every liquidator, receiver, conservator, statutory
      successor of PIC or guaranty fund or association shall give written notice
      to Cumis of the pendency of a claim involving PIC indicating the
      Certificate, which claim would involve a possible liability on the part of
      Cumis to PIC or to its liquidator, receiver, conservator or statutory
      successor, within a reasonable amount of time after the claim is filed in
      the conservation, liquidation, receivership or other proceeding.

C.    Investigation. During the pendency of any claim, Cumis may investigate the
      same and interpose, at its own expense, in the proceeding where that claim
      is to be adjudicated, any defense or defenses that it may deem available
      to its Certificate holder, or to any liquidator, receiver, conservator,
      statutory successor of PIC or guaranty fund or association.

D.    Expenses. The expense thus incurred by Cumis shall be chargeable, subject
      to the approval of the Court, against PIC as part of the expense of
      conservation or liquidation to the extent of a pro rata share of the
      benefit which may accrue to PIC as a result of the defense undertaken by
      Cumis. Where two or more reinsurers are involved in the same claim and a
      majority in interest elect to interpose defense to the claim, the expense
      shall be apportioned in accordance with the terms of this Contract as
      though such expense had been incurred by PIC.

ARTICLE XIII. CLAIMS FUND

A.    Establishment. PIC and Cumis hereby establish a Claims Fund to facilitate
      the administration of the payment of claims.

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B.    Initial Funding. To initially fund the Claims Fund, Cumis shall deposit by
      the first of the month following execution of this Contract with PIC an
      amount equal to $250,000..

C.    Minimum Amount. After the initial funding following execution of this
      Contract, the Minimum Amount of the Claims Fund shall be the lesser of
      $500,000 or an amount equal to three times the average claims payments on
      the Certificates in the preceding two months provided that notwithstanding
      the above, for the first twelve (12) months of the Term of this Contract,
      the Minimum Amount shall be not less than $250,000.

D.    Claims Fund Settlement. Within 7 business days of the end of each month,
      PIC shall send a monthly report to Cumis listing all Losses paid and
      amounts drawn out of the Claims Fund, for the benefit of Cumis net of any
      Interest earned on the Claims Fund balance during the month. Within 15
      days of the end of the month for which said report is submitted, Cumis
      shall reimburse the Claims Fund in an amount equal to the net balance
      submitted by PIC to reestablish the balance in the Claims Fund to be equal
      to the Minimum Amount.

E.    Interest. The Claims Fund shall be deposited in a bank account insured by
      the Federal Deposit Insurance Corporation. The money in the Claims Fund
      shall be swept into an overnight money market fund consistent with the
      other operating funds of PIC. The interest earned on the Claims Fund will
      accrue to the benefit of the Claims Fund.

F.    Termination. The Claims Fund shall be terminated and the balance thereof
      remitted to Cumis after the termination of this Contract once the ceded
      outstanding reserves, including Incurred But Not Reported loss and loss
      adjustment expense attributable thereto, as reasonably determined by PIC,
      for Net Loss and Allocated Loss Expense are less than $75,000.

G.    Funds Withheld. To the extent required, the amount of the Claims Fund
      shall be deemed as "funds drawn" under Article XIII (C) of this Contract.
      The Assets in the Claims Fund shall at all times be considered having been
      paid to Cumis and having been returned by Cumis to the Claims Fund

ARTICLE XIV. SECURITY AND UNAUTHORIZED REINSURANCE

A.    Security. For reasons of PIC's financial security and condition, if Cumis
      is not licensed or otherwise qualified as an insurer or reinsurer in
      PIC's' state of domicile, or if Cumis's A.M Best rating is downgraded
      below "A -(Stable)", Cumis will secure, at the inception hereof and within
      thirty (30) days after the end of each calendar quarter (but no later than
      December 31 of each year as respects the fourth quarter), its share of
      "Obligations" under this Contract in a manner, form and amount acceptable
      to PIC and to applicable regulatory authorities by a letter of credit or
      trust fund meeting at least the standards for credit for reinsurance of
      Pennsylvania.

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B.    Obligations. The "Obligations" referred to herein shall mean the then
      current (as of the end of each calendar quarter) sum of:

      1.    The amount of ceded unearned premium for which Cumis is responsible;

      2.    The amount of paid Net Losses and Allocated Loss Expenses paid by
            PIC but not yet recovered from Cumis;

      3.    The amount of ceded reserves for Net Losses reported and
            outstanding, as well as for reserves for Allocated Loss Expenses and
            Incurred But Not Reported loss and loss adjustment expense
            attributable thereto, for which Cumis is responsible; and

      4.    The amount of return and refund premiums for which Cumis is
            responsible.

C.    Right To Draw. Subject to paragraph E below, PIC or its successors in
      interest may draw, at any time and from time to time, without diminution
      or restriction because of the insolvency of either PIC or Cumis, upon the
      established letter of credit, trust fund or subsequent cash deposit.

D.    Purpose of Draw. Any draw under paragraph C shall be for one or more of
      the following purposes where Cumis's entire Obligations or part thereof,
      under this Contract remain unliquidated and undischarged at least thirty
      (30) days prior to the stated expiration date or at the time PIC learns of
      the possible jeopardy to the security represented by the letter of credit
      or trust fund:

      1.    To make payment to and reimburse PIC for Cumis's share of paid Net
            Loss and Allocated Loss Expense paid by PIC under its Certificates
            covered under this Contract due to PIC but unpaid by Cumis;

      2.    To make payments to Cumis of any amounts held thereby that exceed
            the amount required to fund Cumis' Obligations under this Contract
            provided that if a trust fund is applicable, only the excess of one
            hundred two (102%) percent of the amount required to fund Cumis'
            Obligations may be released.

      3.    To make payments to PIC of any other amounts PIC claims are due
            under this Contract from Cumis including but not limited to Cumis'
            share of premium refunds and returns; and

      4.    To obtain a cash deposit of the entire amount of the remaining
            balance under the established letter of credit or established trust
            fund in the event that PIC:

            a)    has received notice of non-renewal or expiration of the letter
                  of credit of trust fund;

            b)    has not received assurances satisfactory to PIC of any
                  required increase in the amount of the letter of credit or
                  trust fund or its replacement at least thirty (30) days before
                  any termination date;

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            c)    has been made aware that others may attempt to attach or
                  otherwise place in jeopardy the security represented by the
                  letter of credit or trust fund; or

            d)    has concluded that the trustee is such that the security
                  represented by the letter of credit or trust fund may be in
                  jeopardy.

E.    Use of Funds Drawn. If PIC draws on the letter of credit or trust fund to
      obtain a cash deposit, PIC shall hold the amount of the cash deposit so
      obtained in the name of PIC in any solvent United States Bank or Trust
      Company that is a member of the Federal Reserve System and insured by the
      Federal Deposit Insurance Corporation in trust solely to secure the
      Obligations referred to above and for the use and purposes enumerated
      above and to return any balance thereof to Cumis:

      1.    upon the complete and final liquidation and discharge of all of
            Cumis' Obligations to PIC under this Contract; or

      2.    in the event Cumis subsequently provides alternate or replacement
            security consistent with the terms hereof and acceptable to PIC.

F.    Quarterly Statement. PIC will prepare and forward at least quarterly to
      Cumis a statement for the purposes of this Article, showing Cumis' share
      of Obligations as set forth above. If Cumis' share thereof exceeds the
      then existing balance of the security provided, Cumis shall, within
      fifteen (15) days of receipt of PIC's statement, but never later than
      December 31 of any year, increase the amount of the letter of credit or
      trust fund or the cash deposit to the required amount of Cumis's
      Obligations set forth in PIC's statement.

G.    Trust Fund Excess. Subject to applicable legal restraints with respect to
      trust funds, if Cumis' share thereof is less than the then existing
      balance of the trust account or cash deposit as provided for above, PIC
      will release the excess thereof to Cumis upon Cumis' written request.

H.    Trust Fund Assets. The assets deposited in any trust fund shall be valued
      according to their current fair market value and shall consist only of
      cash (US legal tender), certificates of deposit issued by a United States
      Bank and payable in cash, and investments of the types permitted as
      admitted assets under the applicable law of Pennsylvania and approved by
      PIC. Investments issued by the parent, subsidiary, or affiliate of either
      PIC or Cumis shall not be eligible investments. All assets so deposited
      shall be accompanied by all necessary assignments, endorsements in blank,
      or transfer of legal title to the trustee in order PIC may negotiate any
      such assets without the requirement of consent or signature from reinsurer
      or any other entity.

I.    Cash Settlements. All settlements of account between PIC and Cumis shall
      be made in cash or its equivalent.

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J.    Successors In Interest. PIC's "successors in interest" shall include those
      by operation of law, including without limitation, any liquidator,
      rehabilitator, receiver, or conservator.

K.    Other Actions. Cumis will take any other reasonable steps that may be
      required for PIC to take credit on its statutory financial statements for
      the reinsurance provided by this Contract.

ARTICLE XV. SERVICE OF SUIT

(This Article only applies to a reinsurer who is domiciled outside of the United
States and/or unauthorized in any state, territory or district of the United
States having jurisdiction over PIC and its reserves. Furthermore, this Service
of Suit Article will not be read to conflict with or override the obligations of
the parties to arbitrate their disputes as provided for in the Arbitration
Article. This Article is intended as an aid to compelling arbitration or
enforcing such arbitration or arbitral award, not as an alternative to the
Arbitration Article for resolving disputes arising out of this Contract.)

A.    Submission To Jurisdiction. In support of the Arbitration Article, in the
      event of a dispute arising out of or in connection with this Contract, or
      if Cumis fails to pay any amount claimed to be due under this Contract, at
      the request of PIC, Cumis will submit to the jurisdiction of any court of
      competent jurisdiction within the Commonwealth of Pennsylvania or the
      State of New York, comply with all requirements necessary to that court's
      jurisdiction, and all matters arising under this Contract shall be
      determined in accordance with the law and practice of that court and
      jurisdiction.

B.    Service of Process. Service of process of suit in any suit may be made
      upon the firm of Pepper Hamilton LLP, Philadelphia, Pennsylvania,
      ("Firm"), and in any suit instituted, Cumis will abide by the final
      decision of that court or any appellate court in the event of an appeal.

C.    Acceptance. The Firm named above is hereby expressly authorized and
      directed by Cumis as its true and lawful attorney to accept service of
      process of suit on behalf of Cumis in any suit by PIC and, upon the
      request of PIC, to give a written undertaking to PIC to enter into and to
      enter a general appearance upon behalf of Cumis in the event a suit shall
      be instituted.

D.    Statutory Agent. Pursuant to any statute of any state, territory or
      district of the United States of America which makes provision therefore,
      Cumis hereby designate the Superintendent, Commissioner or Director of
      Insurance or other officer specified for that purpose in the statute, or
      his successor or successors in office, as their true and lawful attorney
      upon whom may be served any lawful process in any action, suit or
      proceeding instituted by or on behalf of PIC or any beneficiary hereunder
      arising out of this Contract and hereby designate the agent for service of
      process as the firm to whom the said officer is authorized to mail such
      process or a true copy thereof.

ARTICLE XVI. ARBITRATION

A.    Condition Precedent. As a condition precedent to any cause of action, any
      and all disputes between PIC and Cumis arising out of, relating to, or
      concerning this

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      Contract, whether sounding in contract or tort and whether arising during
      or after termination of this Contract, shall be submitted to the decision
      of a board of arbitration composed of two arbitrators and an umpire
      ("Board") meeting at a site in Philadelphia, Pennsylvania. The arbitration
      shall be conducted under the Pennsylvania Arbitration Act or Federal
      Arbitration Act, as applicable, and shall proceed as set forth in the
      following paragraphs:

B.    Submission to Arbitration. A notice requesting arbitration, or any other
      notice made in connection therewith, shall be in writing and shall be sent
      certified or registered mail, return receipt requested to the affected
      parties. The notice requesting arbitration shall state in particulars all
      issues to be resolved in the view of the claimant, shall appoint the
      arbitrator selected by the claimant and shall set a tentative date for the
      hearing, which date shall be no sooner than ninety (90) days and no later
      than one hundred fifty (150) days from the date that the notice requesting
      arbitration is mailed. Within thirty (30) days of receipt of claimant's
      notice, the respondent shall notify claimant of any additional issues to
      be resolved in the arbitration and of the name of its appointed
      arbitrator.

C.    Arbitration Board Membership. Unless otherwise mutually agreed, the
      members of the Board shall be impartial and disinterested and shall be
      active or retired lawyers with at least ten years of experience in
      insurance and reinsurance, or active or retired officers of
      property-casualty insurance companies, reinsurance companies, or Lloyds
      Underwriters. PIC and Cumis as aforesaid shall each appoint an arbitrator
      and the two (2) arbitrators shall choose an umpire before instituting the
      hearing. If the respondent fails to appoint its arbitrator within thirty
      (30) days after having received claimant's written request for
      arbitration, the claimant is authorized to and shall appoint the second
      arbitrator. If the two arbitrators fail to agree upon the appointment of
      an umpire within thirty (30) days after notification of the appointment of
      the second arbitrator, within ten (10) days thereof, the two (2)
      arbitrators shall request ARIAS U.S. to assist in the appointment of an
      umpire for the arbitration with the qualifications set forth above in this
      Article. If enlisting the aid of ARIAS U. S. fails to result in the naming
      of an umpire, either party may apply to the court named below to appoint
      an umpire with the above required qualifications. The umpire shall
      promptly notify in writing all parties to the arbitration of his selection
      and of the scheduled date for the hearing. Upon resignation or death of
      any member of the Board, a replacement shall be appointed in the same
      fashion as the resigning or deceased member was appointed.

D.    Submission of Briefs. The claimant and respondent shall each submit
      initial briefs to the Board outlining the issues in dispute and the basis,
      authority and reasons for their respective positions within thirty (30)
      days of the date of notice of appointment of the umpire. The claimant and
      the respondent may submit reply briefs to the Board within ten (10) days
      after filing of the initial brief(s). Initial and reply briefs may be
      amended by the submitting party at any time, but not later than ten (10)
      days prior to the date of commencement of the arbitration hearing.
      Reasonable responses shall be allowed at the arbitration hearing to new
      material contained in any amendments filed to the briefs but not
      previously responded to.

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E.    Arbitration Hearing and Award. The Board shall make a decision and award
      with regard to this Contract, the original intentions of the parties to
      the extent reasonably ascertainable, and the custom and usage of the
      property and casualty insurance and reinsurance business which decision
      and award shall be in writing and shall state the factual and legal basis
      for the decision and award. The decision and award shall be based upon a
      hearing in which evidence shall be allowed and which the formal rules of
      evidence shall not strictly apply but in which cross examination and
      rebuttal shall be allowed. At its own election or at the request of the
      Board, either party may submit a post-hearing brief for consideration of
      the Board within twenty (20) days of the close of the hearing. The Board
      shall make its decision and award within thirty (30) days following the
      close of the hearing or the submission of post-hearing briefs, whichever
      is later, unless the parties consent to an extension. Every decision by
      the Board shall be by a majority of the members of the Board and each
      decision and award by the majority of the members of the Board shall be
      final and binding upon all parties to the proceeding. Either party may
      apply to the United States District Court for the Eastern District of
      Pennsylvania for an order confirming any decision and the award; a
      judgment of that Court shall thereupon be entered on any decision or
      award. If such an order is issued, the attorneys' fees of the party so
      applying and court costs will be paid by the party against whom
      confirmation is sought. The Board may award interest at a rate of ten
      (10%) percent simple interest per annum calculated from the date the Board
      determines that any amounts due the prevailing party should have been paid
      to the prevailing party.

F.    Arbitration Expense. Each party shall bear the expense of the one
      arbitrator appointed by it and shall jointly and equally bear with the
      other party the expense of any stenographer requested, and of the umpire.
      The remaining costs of the arbitration proceedings shall be finally
      allocated by the Board.

G.    Evidence. Subject to customary and recognized legal rules of privilege,
      each party participating in the arbitration shall have the obligation to
      produce those documents and as witnesses to the arbitration those of its
      employees as any participating party reasonably requests providing always
      that the same witnesses and documents be obtainable and relevant to the
      issues before the arbitration and not be unduly burdensome or excessive.
      The parties may mutually agree as to pre-hearing discovery prior to the
      arbitration hearing and in the absence of agreement, upon the request of
      any party, pre-hearing discovery may be conducted as the umpire shall
      determine in his/her sole discretion to be in the interest of fairness,
      full disclosure, and a prompt hearing, decision and award by the Board.
      The umpire shall be the final judge of the procedures of the Board, the
      conduct of the arbitration, of the rules of evidence, the rules of
      privilege and production and of excessiveness and relevancy of any
      witnesses and documents upon the petition of any participating party. To
      the extent permitted by law, the Board and the umpire shall have the
      authority to issue subpoenas and other orders to enforce their decisions.

H.    Equitable Relief. Nothing herein shall be construed to prevent any
      participating party from applying to a federal district court of competent
      jurisdiction to issue a restraining order or other equitable relief to
      maintain the "status quo" of the parties participating in the arbitration
      pending the decision and award by the Board or to prevent any

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      party from incurring irreparable harm or damage at any time prior to the
      decision and award of the Board. The Board shall also have the authority
      to issue interim decisions or awards in the interest of fairness, full
      disclosure, and a prompt and orderly hearing and decision and award by the
      Board.

ARTICLE XVII. INTERMEDIARY

A.    Towers Perrin Reinsurance is hereby recognized as the Intermediary
      negotiating this Contract for all business hereunder. All communications
      (including but not limited to notices, statements, premium, return
      premium, commissions, taxes, losses, loss adjustment expense, salvages and
      loss settlements) relating thereto shall be transmitted to PIC or Cumis
      through Towers Perrin Reinsurance, One Stamford Plaza, 263 Tresser
      Boulevard, Stamford, CT 06901-3226.

B.    Payments by PIC to the Intermediary shall be deemed to constitute payment
      to Cumis. Payments by Cumis to the Intermediary shall be deemed to
      constitute payment to PIC only to the extent that such payments are
      actually received by PIC.

ARTICLE XVIII. ADMINISTRATION PROCEDURES

A.    Inasmuch as insurance premiums ceded to Cumis under this Contract shall be
      collected directly by an affiliate of Cumis ("CMIA") pursuant to the
      Agency and Marketing Agreement dated March 5, 2001, it shall be the
      obligation of Cumis to cause CMIA to provide all necessary premium
      information to PIC in order that PIC can make the reports required by
      Article VII of this Contract.

B.    To the extent that Cumis should receive any premium directly from CMIA,
      Cumis shall remit the ceding commission allowed and due to PIC thereon in
      the time required under this Contract.

ARTICLE XIX. OTHER TERMS AND CONDITIONS

A.    Utmost Good Faith. This Contract is entered into with the expectation that
      it correctly, adequately and appropriately describes the intent and
      agreement of the parties. The principles of honorable engagement and
      utmost good faith, traditional to reinsurance, will be adhered to in the
      performance of this Contract, will govern the parties' rights and
      obligations under the Contract, and will be the fundamental basis for
      resolving any dispute that may arise between the parties.

B.    Waiver. The failure of PIC or Cumis to insist on strict compliance with
      this Contract or to exercise any right or remedy shall not constitute a
      waiver of any rights contained in this Contract nor estop the parties from
      thereafter demanding full and complete compliance nor prevent the parties
      from exercising any remedy.

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

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D.    Headings. The headings preceding the text of the Articles and paragraphs
      of this Contract are intended and inserted solely for the convenience of
      reference and shall not affect the meaning, interpretation, construction
      or effect of this Contract.

E.    Assignment. This Contract shall be binding upon and inure to the benefit
      of PIC and Cumis and their respective successors and assigns provided,
      however, that this Contract may not be assigned by either party without
      the prior written consent of the other party which consent may be withheld
      by either party in its sole unfettered discretion.

F.    Governing Law. This Contract shall be governed as to performance,
      administration, and interpretation by the laws of the Wisconsin, exclusive
      of its rules with respect to conflicts of law.

G.    Negotiated Contract. This Contract has been negotiated by the parties and
      the fact that the initial and other drafts shall have been prepared by
      either party or an intermediary shall not give rise to any presumption for
      or against any party to this Contract or be used in any form in the
      construction or interpretation of this Contract or any of its provisions.

H.    Entire Contract. This written Contract and any agreed amendments made
      thereto, and the underwriting information provided for the formation of
      the Contract and in connection with the acceptance of risk, including
      letters of intent and /or other such clarification, if any, shall
      constitute the entire agreement between the parties with respect to the
      Certificates covered hereunder. Any change or modification of this
      Contract shall be null and void unless made by amendment to the Contract
      and signed by both parties.

I.    Agency. As PIC consists of two insurers, the first named insurer shall be
      the agent of the other companies as to all matters pertaining to this
      Contract. Performance of the respective obligations of each party under
      this Contract shall be rendered solely to the other party; however, in the
      instance of insolvency of the PIC, the liability of the Reinsurers shall
      be modified to the extent set forth in the article entitled INSOLVENCY.

J.    Territory. The territorial limits of this Contract shall be identical with
      those of PIC's Certificates.

K.    Notices. Wherever written notice is required under this Contract, it shall
      be in writing and either delivered personally or, sent through the
      Intermediary by certified mail, return receipt requested to the addresses
      indicated below:

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      1. To PIC:

               PHILADELPHIA INSURANCE COMPANY
               PHILADELPHIA INDEMNITY INSURANCE COMPANY
               One Bala Plaza, Suite 100
               Bala Cynwyd, PA 19004
               ATTN: Douglas Gaudet
               FAX: 866-685-7697

      2. To Cumis:

               CUMIS INSURANCE SOCIETY, INC.
               5910 Mineral Point Road
               Madison, WI  53705
               ATTN: Richard A. Fischer
               FAX: 608-236-7084

L.    Privacy Awareness. PIC and Cumis are aware of and in compliance with their
      responsibilities and obligations under:

      1.    The Gramm-Leach-Bliley Act of 1999 (the "Act") and applicable
            Federal and state laws and regulations implementing the Act. PIC and
            Cumis will only use non-public personal information as permitted by
            law; and

      2.    The applicable provisions of the Health Insurance Portability and
            Accountability Act ("HIPAA") and the related requirements of any
            regulations promulgated thereunder including without limitation the
            federal privacy regulations as contained in 45 CFR Part 160 and 164
            (the "Federal Privacy Regulations"). PIC and Cumis will only use
            protected health information as permitted by law.

M.    Non-Disclosure. To the extent required or prohibited by applicable law or
      regulation, Cumis shall not disclose any (a) non-public personal
      information or (b) protected health information (as defined in 45 CFR
      164.501) it receives from PIC to anyone other than:

      1.    Cumis, Cumis' affiliates, legal counsel, auditors, consultants,
            regulators, rating agencies and any other persons or entities to
            whom such disclosure is required to effect, administer, or enforce a
            reinsurance contract; or any retrocessional reinsurance contract
            applicable to the losses that are the subject of this Contract, or

      2.    Persons or entities to whom disclosure is required by applicable law
            or regulation.

N.    Confidentiality. The information, data statements, representations and
      other materials provided by either party to this Contract (hereinafter
      "Disclosing Party") to the other party (the "Receiving Party") arising
      from consideration and participation in

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      this Contract whether contained in the reinsurance submission, this
      Contract, or in materials or discussions arising from or related to this
      Contract, may contain confidential or proprietary information as expressly
      indicated by the Disclosing Party in writing from time to time
      ("Confidential Information") to the Receiving Party")

      1.    This Confidential Information is intended for the sole use of the
            parties to this Contract (and their retrocessionaires, respective
            auditors and legal counsel) as may be necessary in analyzing and/or
            accepting a participation in and/or executing their respective
            responsibilities under or related to this Contract.

      2.    Disclosing or using Confidential Information disclosed under this
            Contract for any purpose beyond (i) the scope of this Contract, (ii)
            the reasonable extent necessary to perform rights and
            responsibilities expressly provided for under this Contract, (iii)
            the reasonable extent necessary to administer, report to and effect
            recoveries from a retrocessional reinsurer or (iv) persons with a
            need to know the information and who are obligated to maintain the
            confidentiality of the Confidential Information or who have agreed
            in writing to maintain the confidentiality of the Confidential
            Information is expressly forbidden without the prior written consent
            of the Disclosing Party.

      3.    Copying, duplicating, disclosing, or using Confidential Information
            for any purpose beyond this expressed purpose is forbidden without
            the prior written consent of the Disclosing Party.

O.    Third Party Demand. Should either party receive a third party demand
      pursuant to subpoena, summons, or court or governmental order, to disclose
      Confidential Information that has been provided by the other party the
      Receiving Party shall make commercially reasonable efforts to notify the
      other party promptly upon receipt of the demand and prior to disclosure of
      the Confidential Information and provide the Disclosing Party a reasonable
      opportunity to object to the disclosure. If such notice is provided, the
      Receiving Party may after the passage of five (5) business days after
      providing notice, proceed to disclose the Confidential Information as
      necessary to satisfy such a demand without violating this Contract. If the
      Disclosing Party objects to the release of the Confidential Information,
      the Receiving Party will comply with the reasonable requests of the
      Receiving Party in connection with the Disclosing Party's efforts to
      resist release of the Confidential Information. The Disclosing Party shall
      bear the cost of resisting the release of the Confidential Information.

P.    Non-Public Personal Information. "Non-Public Personal Information" shall
      for the purpose of this Contract mean financial or health information that
      personally identifies an individual, including claimants under
      Certificates reinsured under this Contract, and which information is not
      otherwise available to the public.

ARTICLE XX. TERRORISM RECOVERY - TERRORISM RISK INSURANCE ACT OF 2002

A.    As respects the Insured Losses of the PIC for each Program Year, to the
      extent PIC's total reinsurance recoverables for Insured Losses, when
      combined with the

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      compensation the PIC receives under the Act exceeds the aggregate amount
      of Insured Losses paid by PIC, less any other recoveries or
      reimbursements, (the "Excess Recovery"), a share of the Excess Recovery
      shall be allocated to PIC and Cumis. PIC's share of the Excess Recovery
      shall be deemed to be an amount equal to the proportion that PIC's Insured
      Losses bear to the Insurer's total Insured Losses for each Program Year.
      Cumis' share of the Excess Recovery shall be deemed to be an amount equal
      to the proportion that Cumis' payment of Insured Losses under this
      Contract bears to PIC's total collected reinsurance recoverables for
      Insured Losses. PIC shall provide Cumis with all necessary data respecting
      the transactions covered under this Article.

B.    The method set forth herein for determining an Excess Recovery is intended
      to be consistent with the United States Treasury Department's construction
      and application of Section 103 (g)(2) of the Act. To the extent it is
      inconsistent, it shall be amended to conform with such construction and
      application, nevertheless PIC shall be the sole judge as to the allocation
      of TRIA Recoveries to this or to other reinsurance Contracts.

C.    "Act" as used herein shall mean the Terrorism Risk Insurance Act of 2002
      and any subsequent amendment thereof or any regulations promulgated
      thereunder. "PIC" shall have the same meaning as "Insurer" under the Act
      and "Insured Losses", and "Program Year" shall follow the definitions as
      provided in the Act.

IN WITNESS WHEREOF, PIC and Cumis have executed this Contract, by their
duly-authorized representatives on the date indicated below.

PHILADELPHIA INSURANCE COMPANY

By: ____James J. Maguire___

Title: President and CEO          Date: __9/9/2004

PHILADELPHIA INDEMNITY INSURANCE COMPANY

By: __James J. Maguire__

Title: _President and CEO          Date: ___9/9/2004_

CUMIS INSURANCE SOCIETY, INC

By: __Roger Yard___

Title: _Vice President and Chief Actuary          Date: ______9/15/2004

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