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                                                                    EXHIBIT 10.2

                         PHILADELPHIA INSURANCE COMPANY
                            BALA CYNWYD, PENNSYLVANIA
                    PHILADELPHIA INDEMNITY INSURANCE COMPANY
                            BALA CYNWYD, PENNSYLVANIA
                          MOBILE USA INSURANCE COMPANY
                             PINELLAS PARK, FLORIDA
                       LIBERTY AMERICAN INSURANCE COMPANY
                             PINELLAS PARK, FLORIDA
        AND ANY ADDITIONAL COMPANY ESTABLISHED OR ACQUIRED BY THE COMPANY

                             CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT

                                   PREPARED BY

                                 WILLIS RE INC.

                                                                   [WILLIS LOGO]

<PAGE>

                         PHILADELPHIA INSURANCE COMPANY
                            BALA CYNWYD, PENNSYLVANIA
                    PHILADELPHIA INDEMNITY INSURANCE COMPANY
                            BALA CYNWYD, PENNSYLVANIA
                          MOBILE USA INSURANCE COMPANY
                             PINELLAS PARK, FLORIDA
                       LIBERTY AMERICAN INSURANCE COMPANY
                             PINELLAS PARK, FLORIDA
        AND ANY ADDITIONAL COMPANY ESTABLISHED OR ACQUIRED BY THE COMPANY

                             CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT

<TABLE>
<CAPTION>
                                             CONTRACT
REINSURERS                                PARTICIPATION
----------                                -------------
<S>                                          <C>
ACE Tempest Re USA, Inc.                     20.00%

Allied World Assurance Company               25.00%

American Re-Insurance Company                30.00%

Liberty Mutual Insurance Company             25.00%

TOTAL                                       100.00%
</TABLE>

                                                                   [WILLIS LOGO]

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                         PAGE
-------                                                                         ----

<S>       <C>                                                                    <C>
I         BUSINESS COVERED                                                       1
II        TERM                                                                   2
III       DEFINITIONS                                                            2
                  Ultimate Net Loss                                              2
                  Policy or Policies                                             3
                  Gross Net Earned Premium Income                                3
IV        LOSS IN EXCESS OF POLICY LIMITS                                        3
V         EXTRA CONTRACTUAL OBLIGATIONS                                          4
VI        TERRITORY                                                              4
VII       EXCLUSIONS                                                             4
VIII      ADDITIONAL PROVISIONS                                                  6
IX        AMOUNT OF COVERAGE AND RETENTION                                       7
X         PREMIUM                                                                7
XI        NOTICE OF LOSS AND LOSS SETTLEMENTS                                    8
XII       AGENCY AGREEMENT                                                       8
XIII      ERRORS AND OMISSIONS                                                   8
XIV       OFFSET                                                                 9
XV        CURRENCY                                                               9
XVI       TAXES                                                                  9
XVII      FEDERAL EXCISE TAX                                                     9
XVIII     UNAUTHORIZED REINSURANCE                                              10
XIX       NET RETAINED LINES                                                    11
XX        THIRD PARTY RIGHTS                                                    12
XXI       SEVERABILITY                                                          12
XXII      GOVERNING LAW                                                         12
XXIII     ACCESS TO RECORDS                                                     12
XXIV      INSOLVENCY                                                            12
XXV       ARBITRATION                                                           13
XXVI      CONFIDENTIALITY                                                       14
XXVII     SERVICE OF SUIT                                                       14
XXVIII    TERRORISM RISK INSURANCE ACT OF 2002                                  15
XXIX      INTERMEDIARY                                                          16
          Nuclear Incident Exclusion Clause - Liability - Reinsurance - U.S.A.
          Nuclear Incident Exclusion Clause - Liability - Reinsurance - Canada
          Terrorism Exclusion Endorsement (Reinsurance)
</TABLE>

                                                                   [WILLIS LOGO]

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                             CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                                (the "Contract")

                                     between

                         PHILADELPHIA INSURANCE COMPANY
                            BALA CYNWYD, PENNSYLVANIA
                    PHILADELPHIA INDEMNITY INSURANCE COMPANY
                            BALA CYNWYD, PENNSYLVANIA
                          MOBILE USA INSURANCE COMPANY
                             PINELLAS PARK, FLORIDA
                       LIBERTY AMERICAN INSURANCE COMPANY
                             PINELLAS PARK, FLORIDA
        AND ANY ADDITIONAL COMPANY ESTABLISHED OR ACQUIRED BY THE COMPANY
                                 (the "Company")

                                       and

                     THE SUBSCRIBING REINSURER EXECUTING THE
                       INTERESTS AND LIABILITIES AGREEMENT
                            ATTACHED TO THIS CONTRACT
                                (the "Reinsurer")

                                    ARTICLE I

BUSINESS COVERED

This Contract is to indemnify the Company in respect of the net excess liability
as a result of any loss or losses, which may occur during the term of this
Contract under any Policies in force at the effective time and date hereof or
issued or renewed after that time and date by or on behalf of the Company and
classified by the Company as Casualty, Fidelity, Professional Liability and/or
Fiduciary Liability. It is understood and agreed, as respects Policies on a
claims-made or losses-discovered basis, any extended reporting period coverages
provided thereunder shall be reinsured hereunder, provided the date of loss is
during the term of this Contract.

With respect to business classified by the Company as Professional Liability and
written out of the Company's Specialty Lines Division, the following product
lines of business, as defined by the Company, shall be covered under the scope
of this Contract:

      Directors and Officers Liability for For-Profit and Not-For-Profit risks
      Miscellaneous Errors and Omissions Liability
      Lawyers Professional Liability
      Accountants Professional Liability

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      Dentists Professional Liability
      Insurance Agents Professional Liability
      Miscellaneous Medical Professional Liability
      Employment Practices Liability

Furthermore, it is agreed that the Company may add other Professional Liability
product lines of business to the scope of this Contract with prior approval of
the Reinsurer.

                                   ARTICLE II

TERM

The term of this Contract shall be from 12:01 a.m., Eastern Standard Time,
January 1, 2004, to 12:01 a.m., Eastern Standard Time, January 1, 2005.

The Reinsurer shall cease to be liable for Loss Occurrences after the time and
date of expiration of this Contract but shall remain liable for Ultimate Net
Loss incurred by the Company with respect to Loss Occurrences under the
Company's Policies with the date of loss prior to the termination date of this
Contract.

The Company shall have the option to elect run-off coverage for Policies in
force at the expiration of this Contract. If the Company chooses to run off
liability, the Reinsurer shall continue to be liable for Ultimate Net Loss
incurred by the Company under all Policies in force at the time and date of
expiration until each Policy's next anniversary, renewal or expiration, but in
no event shall the Reinsurer's liability continue for more than 12 months after
the expiration date plus odd time, not to exceed a total of 18 months. The
premium for the run-off coverage shall be the Contract rate applied to the
unearned premium for the subject Policies as of December 31, 2004. The run-off
coverage shall be subject to a maximum recoverable limit equal to 200% of the
associated ceded earned premium.

                                   ARTICLE III

DEFINITIONS

A.    Ultimate Net Loss

      "Ultimate Net Loss," as used in this Contract, shall mean the actual loss
      paid by the Company or for which the Company becomes liable to pay, such
      loss shall include 100% of any Loss in Excess of Policy Limits as defined
      in the LOSS IN EXCESS OF POLICY LIMITS ARTICLE, 100% of any Extra
      Contractual Obligations as defined in the EXTRA CONTRACTUAL OBLIGATIONS
      ARTICLE, ex-gratia payments subject to prior approval, expenses of
      litigation and interest, claim-specific declaratory judgment expenses, and
      all other loss expense of the Company including subrogation, salvage, and
      recovery expenses (office expenses and salaries of officials and employees
      not classified as loss adjusters are not chargeable as expenses for
      purposes of this paragraph), but salvages and all recoveries, including
      recoveries under all reinsurances, which inure to the benefit of this
      Contract (whether recovered or not), shall be first deducted from such
      loss to arrive at the amount of liability attaching hereunder.

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      The phrase "ex-gratia payments" shall mean payments made as an
      accommodation by the Company in settlement of a claim for which no
      coverage exists under the Policy reinsured hereunder, subject to the prior
      approval of the Reinsurer.

      The phrase "claim-specific declaratory judgment expenses," as used in this
      Contract will mean all expenses incurred by the Company in connection with
      declaratory judgment actions brought to determine the Company's defense
      and/or indemnification obligations that are allocable to specific Policies
      and claims subject to this Contract. Declaratory judgment expenses will be
      deemed to have been incurred by the Company on the date of the original
      loss (if any) giving rise to the declaratory judgment action.

      All salvages, recoveries or payments recovered or received subsequent to
      loss settlements hereunder shall be applied as if recovered or received
      prior to the aforesaid settlement, and all necessary adjustments shall be
      made by the parties hereto.

      For purposes of this definition, the phrase "becomes liable to pay" shall
      mean the existence of a judgment, which the Company does not intend to
      appeal, or a release has been obtained by the Company, or the Company has
      accepted a proof of loss.

      Nothing in this clause shall be construed to mean that losses are not
      recoverable hereunder until the Company's Ultimate Net Loss has been
      ascertained.

B.    Policy or Policies

      "Policy" or "Policies," as used in this Contract, shall mean any binder,
      policy, or contract of insurance or reinsurance issued, accepted or held
      covered provisionally or otherwise, including any extended reporting
      periods, by or on behalf of the Company.

C.    Gross Net Earned Premium Income

      "Gross Net Earned Premium Income," as used in this Contract, shall mean
      gross earned premium income during the term of this Contract on business
      the subject of this Contract less earned premium income paid for
      reinsurances, recoveries under which would inure to the benefit of this
      Contract.

                                   ARTICLE IV

LOSS IN EXCESS OF POLICY LIMITS

This Contract shall protect the Company, within the limits hereof, in connection
with the Ultimate Net 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,
criminal act or 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.

For the purpose 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. However, this Article shall not apply
where the loss has been incurred due to fraud by a member

                                                                   [WILLIS LOGO]

                                     Page 3


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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.

                                    ARTICLE V

EXTRA CONTRACTUAL OBLIGATIONS

This Contract shall protect the Company within the limits hereof, where the
Ultimate Net Loss includes any Extra Contractual Obligations. The term "Extra
Contractual Obligations" is defined as those liabilities not covered under any
other provision of this Contract and which arise from the 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, criminal act or 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.

The date on which any Extra Contractual Obligation is incurred by the Company
shall be deemed, in all circumstances, to be the date of the original disaster
and/or casualty.

However, this Article shall not apply where the loss has been incurred due to
fraud by 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.

                                   ARTICLE VI

TERRITORY

This Contract shall cover wherever the Company's original Policies cover.

                                   ARTICLE VII

EXCLUSIONS

This Contract does not cover and specifically excludes:

A.    Policies with per claim or per occurrence limits of $1,000,000 and less.

      When the Company writes a primary Policy and an umbrella Policy for the
      same Insured, and the sum of the per claim or per occurrence limits of the
      two Policies is greater than $1,000,000, this exclusion shall not apply to
      either Policy.

B.    Pools, Associations or Syndicates, except losses from Assigned Risk Plans
      or similar plans are not excluded.

C.    Nuclear Incident pursuant to the "Nuclear Incident Exclusion Clause -
      Liability - Reinsurance - U.S.A." attached hereto.

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D.    Nuclear Incident pursuant to the "Nuclear Incident Exclusion Clause -
      Liability - Reinsurance - Canada" attached hereto.

E.    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
      guarantee fund, insolvency 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 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.

F.    Financial Guarantee or Insolvency, when written as such.

      However, the liability of the Company under any bond covering losses due
      to negligence of any person or failure of any person to faithfully perform
      his duty or failure to account for and pay over money or other property in
      his custody shall not be considered Financial Guarantee or Insolvency.

      Notwithstanding the foregoing, no claim is to attach hereto in respect of
      any loss or losses arising as a result of:

      1.    The insolvency of any financial institution at which trust moneys
            are deposited or insolvency of any person, firm or company, or

      2.    The fall in the market value of investments unless such loss is the
            direct result of a) a dishonest, fraudulent, criminal or negligent
            act on the part of the bonded person or b) a dishonest, fraudulent
            or criminal act on the part of any other person or persons or c)
            unless such loss is solely created by a physical damage loss to
            property other than where such physical damage loss could have been
            recovered from a third party but for the insolvency of such third
            party.

      The above shall not apply as respects claims made under Specialty Lines
      Division Policies issued by the Company.

G.    Pollution liability to the extent excluded in the Company's original
      Policies. However, this exclusion shall not apply:

      1.    When a judicial entity having legal jurisdiction invalidates the
            Company's Pollution exclusion, thereby obligating the Company for
            liability when such liability for Pollution was intended to be
            excluded by the Company's exclusion.

      2.    In respect of any Policy written in a state whose insurance
            regulatory authorities have prohibited the Company from including a
            Pollution liability exclusion in its Policies.

H.    Fidelity business, except when written in conjunction with a Director's
      and Officers' Liability Policy.

I.    Business classified by the Company as Primary Rental Liability and
      Supplemental Liability.

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J.    Liability assumed by the Company under any form of treaty reinsurance;
      however, group intra-company reinsurance (if applicable), local agency
      reinsurance accepted in the normal course of business and/or Policies
      written by another carrier at the Company's request and reinsured 100% by
      the Company, as well as Policies written for the captive of the Company's
      insured, will not be excluded hereunder.

K.    Terrorism pursuant to the "Terrorism Exclusion Endorsement (Reinsurance)"
      attached hereto.

L.    Any losses arising out of tobacco or tobacco products, when written as
      such.

M.    Any losses arising out of latex or latex products, when written as such.

N.    New and renewal business classified by the Company as Nursing Home or
      Assisted Living General Liability or Professional Liability. However, this
      exclusion shall not apply if the Company is required to offer renewal to
      any insured(s) by the applicable regulatory authority(ies).

                                  ARTICLE VIII

ADDITIONAL PROVISIONS

A.    The Company will include, as part of their original Policies, a Mold
      exclusion for business classified as Architects and Engineers, Property
      Managers and Real Estate, as determined by the Company. However, this
      provision will not apply wherever the Company's exclusion has not been
      filed and approved.

B.    In respect of any new Policies classified by the Company as Public
      Directors and Officers Liability insurance for insured companies with a
      market capitalization at the time of binding that is more than
      $200,000,000 shall be submitted to the Reinsurer for acceptance into the
      Contract.

C.    Business classified by the Company as Specialty Lines Excess shall be
      limited to a maximum of 3.0% of the total Gross Net Earned Premium Income
      subject to this Contract. Any Policies that are specially accepted in
      accordance with paragraph B, above, shall not be subject to this
      condition.

D.    Business classified by the Company as First Party Cyber-Liability, when
      written as such and in conjunction with Miscellaneous Professional
      Liability Policies, shall be subject to a sub-limit in the Company's
      original Policies of $1,000,000 or so deemed.

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<PAGE>

E.    New and renewal Policies classified by the Company as Miscellaneous
      Professional Liability shall contain a sub-limit of $1,000,000 for
      Copyright, Patent and Trademark coverages, when written as such or so
      deemed. However this provision will not apply whenever the Company is not
      permitted to do so by the applicable regulatory authority(ies).

                                   ARTICLE IX

AMOUNT OF COVERAGE AND RETENTION

A.    With respect to all business covered other than as in paragraph B below,
      the Reinsurer will be liable for $10,000,000 of Ultimate Net Loss in
      respect of each Loss Occurrence, each Insured, in excess of the Company's
      retention of $1,000,000 Ultimate Net Loss, each Loss Occurrence, each
      Insured.

B.    When the Company writes an umbrella Policy, other than umbrella business
      written through McGowan and Associates, Rocky River, Ohio, the Reinsurer
      will be liable for $9,000,000 of Ultimate Net Loss in respect of each Loss
      Occurrence, each Insured, in excess of the Company's retention of
      $2,000,000 Ultimate Net Loss, each Loss Occurrence, each Insured, where
      the Ultimate Net Loss is inclusive of any primary Policy written by the
      Company.

C.    However, in no event will the Reinsurer be liable for more than
      $120,000,000 in the aggregate for the term of this Contract.

D.    The term "Loss Occurrence" and the term "Insured" as used herein shall
      have the same meaning as in the Company's Policies. However, in the event
      of any ambiguity or dispute relating to these terms, the Company shall be
      the sole judge of what constitutes one Loss Occurrence and one Insured.

                                    ARTICLE X

PREMIUM

The premium to be paid by the Company to the Reinsurer for reinsurance provided
by this Contract shall be calculated by applying a rate of 7.50% to the Gross
Net Earned Premium Income accounted for by the Company during the term of this
Contract on all business the subject matter hereof, subject to a minimum premium
of $35,000,000.

The Company shall pay to the Reinsurer an annual deposit premium of $44,171,948
payable in quarterly installments of $11,042,987 due April 1; July 1; and
October 1, 2004; and January 1, 2005.

The Company will pay an additional premium equal to 25% of ceded losses between
$30,000,000 and $60,000,000. Such premium will be deducted at the time of the
loss payment to the Company by the Reinsurer.

                                                                   [WILLIS LOGO]

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<PAGE>

Within 90 days following the expiration of this Contract, the Company shall
render to the Reinsurer a statement of premium due in accordance with the first
paragraph of this Article. An adjustment of premium shall thereupon be made in
accordance with the statement submitted by the Company.

                                   ARTICLE XI

NOTICE OF LOSS AND LOSS SETTLEMENTS

The Company will advise the Reinsurer promptly of all claims which in the
opinion of the Company may involve the Reinsurer and of all subsequent
developments on these claims which may materially affect the position of the
Reinsurer, such advices to include any claim for which the reserve is 50% or
more of the Company's retention.

The Reinsurer agrees to abide by the loss settlements of the Company provided
that retroactive extension of Policy terms or coverages made voluntarily by the
Company and not in response to court decisions (whether such court decision is
against the Company or other companies affording the same or similar coverages)
will not be covered under this Contract.

When so requested, the Company will afford the Reinsurer an opportunity to be
associated with the Company, at the expense of the Reinsurer, in the defense of
any claim or suit or proceeding involving this reinsurance, and the Company will
cooperate in every respect in the defense of such claim, suit or proceeding.

The Reinsurer will pay its share of loss settlements within 15 days upon receipt
and verification of proof of loss from the Company.

                                   ARTICLE XII

AGENCY AGREEMENT

If more than one reinsured company is named as a party to this Contract, the
first named company will be deemed the agent of the other reinsured companies
for purposes of sending or receiving notices required by the terms and
conditions of this Contract and for purposes of remitting or receiving any
monies due any party.

                                  ARTICLE XIII

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, providing such delay, omission or
error is rectified upon discovery.

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                                   ARTICLE XIV

OFFSET

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

                                   ARTICLE XV

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 the
Company in any other currency shall be converted to United States Dollars at the
rate of exchange at the date such transaction is entered on the books of the
Company.

                                  ARTICLE XVI

TAXES

In consideration of the terms under which this Contract is issued, the Company
will not claim a deduction in respect of the premium hereon when making tax
returns, other than income or profits tax returns, to any state or territory of
the United States of America, the District of Columbia or Canada.

                                  ARTICLE XVII

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.)

The Reinsurer has agreed to allow, for the purpose of paying the Federal Excise
Tax, the applicable percentage of the premium payable hereon (as imposed under
Section 4371 of the Internal Revenue Code) to the extent such premium is subject
to the Federal Excise Tax.

In the event of any return of premium becoming due hereunder, the Reinsurer will
deduct the applicable percentage from the return premium payable hereon, and the
Company or its agent should take steps to recover the tax from the United States
Government.

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                                  ARTICLE XVIII

UNAUTHORIZED REINSURANCE

(Applies only to a Reinsurer who does not qualify for full credit with any
insurance regulatory authority having jurisdiction over the Company's reserves.)

As regards Policies or bonds issued by the Company coming within the scope of
this Contract, the Company agrees that when it shall file with the insurance
regulatory authority or set up on its books reserves for losses covered
hereunder which it shall be required by law to set up, it will forward to the
Reinsurer a statement showing the proportion of such reserves which is
applicable to the Reinsurer. The Reinsurer hereby agrees to fund such reserves
in respect of known outstanding losses that have been reported to the Reinsurer
and allocated loss adjustment expense relating thereto, losses and allocated
loss adjustment expense paid by the Company but not recovered from the
Reinsurer, plus reserves for losses incurred but not reported, as shown in the
statement prepared by the Company (hereinafter referred to as "Reinsurer's
Obligations") by funds withheld, cash advances or a Letter of Credit. The
Reinsurer shall have the option of determining the method of funding provided it
is acceptable to the insurance regulatory authorities having jurisdiction over
the Company's reserves.

When funding by a Letter of Credit, the Reinsurer agrees to apply for and secure
timely delivery to the Company of a clean, irrevocable and unconditional Letter
of Credit issued by a bank and containing provisions acceptable to the insurance
regulatory authorities having jurisdiction over the Company's reserves in an
amount equal to the Reinsurer's proportion of said reserves. Such Letter of
Credit shall be issued for a period of not less than one year and shall be
automatically extended for one year from its date of expiration or any future
expiration date unless 30 days (60 days where required by insurance regulatory
authorities) prior to any expiration date the issuing bank shall notify the
Company by certified or registered mail that the issuing bank elects not to
consider the Letter of Credit extended for any additional period.

The Reinsurer and Company agree that the Letters of Credit provided by the
Reinsurer pursuant to the provisions of this Contract may be drawn upon at any
time, notwithstanding any other provision of this Contract, and be utilized by
the Company or any successor, by operation of law, of the Company including,
without limitation, any liquidator, rehabilitator, receiver or conservator of
the Company for the following purposes, unless otherwise provided for in a
separate Trust Agreement:

(a)   to reimburse the Company for the Reinsurer's Obligations, the payment of
      which is due under the terms of this Contract and which has not been
      otherwise paid;

(b)   to make refund of any sum which is in excess of the actual amount required
      to pay the Reinsurer's Obligations under this Contract;

(c)   to fund an account with the Company for the Reinsurer's Obligations. Such
      cash deposit shall be held in an interest bearing account separate from
      the Company's other assets, and interest thereon not in excess of the
      prime rate shall accrue to the benefit of the Reinsurer;

(d)   to pay the Reinsurer's share of any other amounts the Company claims are
      due under this Contract.

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In the event the amount drawn by the Company on any Letter of Credit is in
excess of the actual amount required for (a) or (c) or, in the case of (d), the
actual amount determined to be due, the Company shall promptly return to the
Reinsurer the excess amount so drawn. All of the foregoing shall be applied
without diminution because of insolvency on the part of the Company or the
Reinsurer.

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.

At annual intervals or more frequently as agreed, but never more frequently than
quarterly, the Company shall prepare a specific statement of the Reinsurer's
Obligations, for the sole purpose of amending the Letter of Credit, in the
following manner:

(a)   If the statement shows that the Reinsurer's Obligations exceed the balance
      of credit as of the statement date, the Reinsurer shall, within 30 days
      after receipt of notice of such excess, secure delivery to the Company of
      an amendment to the Letter of Credit increasing the amount of credit by
      the amount of such difference.

(b)   If, however, the statement shows that the Reinsurer's Obligations are less
      than the balance of credit as of the statement date, the Company shall,
      within 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 XIX

NET RETAINED LINES

This Contract applies only to that portion of any insurances or reinsurances
covered by this Contract, which the Company retains net for its own account and,
in calculating the amount of any loss hereunder and also in computing the amount
in excess of which this Contract attaches, only loss or losses in respect of
that portion of any insurances or reinsurances which the Company retains net for
its own account shall be included.

The Company reserves the right to maintain reinsurance agreement(s) in respect
of its net retention under this Contract, and recoveries under said
reinsurance(s) shall be entirely disregarded in determining the Ultimate Net
Loss hereunder.

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 reinsurers, whether specific or general, any amounts
which may have become due from them whether such inability arises from the
insolvency of such other reinsurers or otherwise.

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                                   ARTICLE XX

THIRD PARTY RIGHTS

This Contract is solely between the Company and the Reinsurer, and in no
instance shall any other party have any rights under this Contract except as
expressly provided otherwise in the INSOLVENCY ARTICLE.

                                   ARTICLE XXI

SEVERABILITY

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

                                  ARTICLE XXII

GOVERNING LAW

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

                                  ARTICLE XXIII

ACCESS TO RECORDS

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 designated
representatives, all books, records and papers of the Company in connection with
any reinsurance hereunder or claims in connection herewith. Rights of access to
records shall survive the termination or expiration of this Contract.

                                  ARTICLE XXIV

INSOLVENCY

In the event of the insolvency of the Company, this reinsurance shall be payable
directly to the Company or to its liquidator, receiver, conservator or statutory
successor on the basis of the liability of the Company without diminution
because of the insolvency of the Company or because the liquidator, receiver,
conservator or statutory successor of the Company has failed to pay all or a
portion of any claim. It is agreed, however, that the liquidator, receiver,
conservator or statutory successor of the Company shall give written notice to
the Reinsurer of the pendency of a claim against the Company indicating the
Policy or bond reinsured, which claim would involve a possible liability on the
part of the Reinsurer, within a reasonable time after such claim is filed in the
conservation or liquidation proceeding or in the receivership and that, during
the

                                                                   [WILLIS LOGO]

                                     Page 12


<PAGE>

pendency of such claim, the Reinsurer may investigate such claim and interpose,
at its own expense, in the proceeding where such claim is to be adjudicated, any
defense or defenses that it may deem available to the Company or its liquidator,
receiver, conservator or statutory successor. The expense thus incurred by the
Reinsurer shall be chargeable, subject to the approval of the court, against the
Company as part of the expense of conservation or liquidation to the extent of a
pro rata share of the benefit, which may accrue to the Company solely as a
result of the defense undertaken by the Reinsurer.

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

In the event of the insolvency of the Company, the reinsurance under this
Contract shall be payable directly by the Reinsurer to the Company or to its
liquidator, receiver, conservator or statutory successor, except as provided by
Section 4118(a) of the New York Insurance Law or except (a) where this Contract
specifically provides another payee of such reinsurance in the event of the
insolvency of the Company or (b) where the Reinsurer with the consent of the
direct insured or insureds has assumed such Policy obligations of the Company as
direct obligations of the Reinsurer to the payees under such Policies and in
substitution for the obligations of the Company to such payees.

Should the Company go into liquidation or should a receiver be appointed, all
amounts due either Company or Reinsurer under this or any other agreement,
whether by reason of premium, losses or otherwise under this Contract, shall be
subject to the right of offset at any time and from time to time and, upon the
exercise of the same, only the net balance shall be due.

In the event of the insolvency of any company or companies included in the
designation of "Company," this clause will apply only to the insolvent company
or companies.

                                   ARTICLE XXV

ARBITRATION

As a condition precedent to any right of action hereunder, any irreconcilable
dispute between the parties to this Contract will be submitted for decision to a
board of arbitration composed of two arbitrators and an umpire meeting in Bala
Cynwyd, Pennsylvania.

Arbitration shall be initiated by the delivery of a written notice of demand for
arbitration by one party to the other within a reasonable time after the dispute
has arisen.

The members of the board of arbitration shall be active or former, disinterested
officials of insurance or reinsurance companies or Underwriters at Lloyd's,
London, not under the control or management of either party to this Contract.
Each party shall appoint its arbitrator, and the two arbitrators shall choose an
umpire before instituting the hearing. If the respondent fails to appoint its
arbitrator within 4 weeks after being requested to do so by the claimant, the
latter shall also appoint the second arbitrator.

If the two arbitrators are unable to agree upon the umpire within 30 days of
their appointment, the umpire shall be selected by a judge of any court of
competent jurisdiction.

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                                     Page 13


<PAGE>

The claimant shall submit its initial brief within 45 days from appointment of
the umpire. The respondent shall submit its brief within 45 days thereafter, and
the claimant may submit a reply brief within 30 days after filing of the
respondent's brief.

The board shall make its decision with regard to the custom and usage of the
insurance and reinsurance business. The board shall issue its decision in
writing based upon a hearing in which evidence may be introduced without
following strict rules of evidence but in which cross-examination and rebuttal
shall be allowed. The board shall make its decision within 60 days following the
termination of the hearings unless the parties consent to an extension. The
majority decision of the board shall be final and binding upon all parties to
the proceeding. Judgment may be entered upon the award of the board in any court
having jurisdiction.

If more than one reinsurer is involved in the same dispute, all such reinsurers
shall constitute and act as one party for purposes of this clause, and
communications shall be made by the Company to each of the reinsurers
constituting the one party provided, however, that nothing therein shall impair
the rights of such reinsurers to assert several rather than joint defenses or
claims, nor be construed as changing the liability of the reinsurers under the
terms of this Contract from several to joint.

Each party shall bear the expense of its own arbitrator and shall jointly and
equally bear with the other party the expense of the umpire. The remaining costs
of the arbitration proceedings shall be allocated by the board.

                                  ARTICLE XXVI

CONFIDENTIALITY

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

                                  ARTICLE XXVII

SERVICE OF SUIT

(This Article only applies to reinsurers domiciled outside of the United States
and/or unauthorized in any state, territory, or district of the United States
having jurisdiction over the Company).

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, will submit to the jurisdiction of a court of competent
jurisdiction within the United States. Nothing in this Article constitutes or
should be understood to constitute a waiver of the Reinsurer's rights to
commence

                                                                   [WILLIS LOGO]

                                     Page 14


<PAGE>

an action in any court of competent jurisdiction in the United States, to remove
an action to a United States District Court or to seek a transfer of a case to
another court as permitted by the laws of the United States or of any state in
the United States.

It is further agreed that service of process in such suit may be made upon
Mendes and Mount, 750 Seventh Avenue, New York, New York 10019, and that in any
suit instituted the Reinsurer will abide by the final decision of such court or
of any appellate court in the event of an appeal.

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 a written undertaking to the Company that they will enter a general
appearance upon the Reinsurer's behalf in the event such a suit shall be
instituted.

Further, pursuant to any statute of any state, territory or district of the
United States 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 his successor or
successors in office, as its true and lawful attorney upon whom may be served
any lawful process in any action, suit or proceeding instituted by or on behalf
of the Company or any beneficiary hereunder arising out of this Contract of
reinsurance and hereby designates the above-named as the person to whom the said
officer is authorized to mail such process or a true copy thereof.

                                 ARTICLE XXVIII

TERRORISM RISK INSURANCE ACT OF 2002

A.    Any financial assistance the Company receives under the Terrorism Risk
      Insurance Act of 2002 ("TRIA") shall apply as follows:

      1.    Except as provided in subparagraph 2 below, any such financial
            assistance shall inure solely to the benefit of the Company and
            shall be entirely disregarded in applying all of the provisions of
            this Contract.

      2.    If losses occurring hereunder result in recoveries made by the
            Company both under this Contract and under TRIA, and such
            recoveries, together with any other reinsurance recoveries made by
            the Company applicable to said losses, exceed the amount permitted
            by TRIA, any amount in excess thereof shall reduce the Ultimate Net
            Loss subject to this Contract for the losses to which the TRIA
            financial assistance applies.

B.    Nothing herein shall be construed to mean that losses under this Contract
      are not recoverable until the Company has received financial assistance
      under TRIA.

                                                                   [WILLIS LOGO]

                                     Page 15


<PAGE>

                                  ARTICLE XXIX

INTERMEDIARY

Willis Re Inc., 1835 Market Street, Suite 2700, Philadelphia, Pennsylvania
19103, is hereby recognized as the intermediary negotiating this Contract and
through whom all communications relating thereto shall be transmitted to the
Company or the Reinsurer. However, all communications concerning accounts, claim
information, funds and inquiries related thereto shall be transmitted to the
Company or the Reinsurer through Willis Re Inc., 5420 Millstream Road, Suite
200, P.O. Box 3000, McLeansville, North Carolina, 27301-3000. Payments by the
Company to Willis Re Inc. shall be deemed to constitute payment to the Reinsurer
and payments by the Reinsurer to Willis Re Inc. shall be deemed to constitute
payment to the Company only to the extent that such payments are actually
received by the Company.

IN WITNESS WHEREOF, the Reinsured by its duly authorized representative has
executed this Agreement as of the date specified below:

Signed this ___________________ day of ___________________________, 2004.

PHILADELPHIA INSURANCE COMPANY
PHILADELPHIA INDEMNITY INSURANCE COMPANY
MOBILE USA INSURANCE COMPANY
LIBERTY AMERICAN INSURANCE COMPANY

By _________________________________________
                                                                   [WILLIS LOGO]

                                     Page 16

<PAGE>

      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.

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

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

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

                           BROAD EXCLUSION PROVISION.*

It is agreed that the policy does not apply:

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

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

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

II.   Under any Medical Payments Coverage, or under any Supplementary Payments
      Provision relating to (immediate medical or surgical relief,
                                   (first aid,
            to expenses incurred with respect
            to (bodily injury, sickness, disease or death (bodily injury
      resulting from the hazardous properties of nuclear material and arising
      out of the operation of a nuclear facility by any person or organization.

                                                                   [WILLIS LOGO]

                                  Page 1 of 2
<PAGE>

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 damages 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
                    threat.

IV.   As used in this endorsement:

      "HAZARDOUS PROPERTIES" include radioactive, toxic or explosive properties;
      "NUCLEAR MATERIAL" means source material, special nuclear material or
      byproduct material; "SOURCE MATERIAL," "SPECIAL NUCLEAR MATERIAL," and
      "BYPRODUCT MATERIAL" have the meanings given them in the Atomic Energy Act
      of 1954 or in any law amendatory thereof; "SPENT FUEL" means any fuel
      element or fuel component, solid or liquid, which has been used or exposed
      to radiation in a nuclear reactor; "WASTE" means any waste material (1)
      containing byproduct material and (2)resulting from the operation by any
      person or organization of any nuclear facility included within the
      definition of nuclear facility under paragraph (a) or (b) thereof;
      "NUCLEAR FACILITY" means

      (a)   any nuclear reactor,

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

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

      (d)   any structure, basin, excavation, premises or place prepared or used
            for the storage or disposal of waste,

      and includes the site on which any of the foregoing is located, all
      operations conducted on such site and all premises used for such
      operations; "NUCLEAR REACTOR" means any apparatus designed or used to
      sustain nuclear fission in a self-supporting chain reaction or to contain
      a critical mass of fissionable material;
      (With respect to injury to or destruction of property, the word "injury"
      or "destruction"
      ("property damage" includes all forms of radioactive contamination of
      property
      (includes all forms of radioactive contamination of property.

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

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

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

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

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

21/9/67
N.M.A. 1590                                                        [WILLIS LOGO]

                           Page 2 of 2

<PAGE>

      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 his 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 1984, 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 limits 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 Company, 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 1984, 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 liability imposed by or arising under The Nuclear Liability Act;
            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) 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 usable for any scientific, medical,
                  agricultural, commercial or industrial purpose) used,
                  distributed, handled or sold by an Insured.

                                                                   [WILLIS LOGO]
<PAGE>

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 that the Atomic Energy
      Control Board may, by regulation, designate 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 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.

N.M.A. 1979a
01/04/96

                                                                   [WILLIS LOGO]
<PAGE>

                  TERRORISM EXCLUSION ENDORSEMENT (REINSURANCE)

Notwithstanding any provision to the contrary within this reinsurance or any
endorsement thereto it is agreed that this reinsurance excludes loss, damage,
cost or expense of whatsoever nature directly or indirectly caused by, resulting
from or in connection with any act of terrorism regardless of any other cause or
event contributing concurrently or in any other sequence to the loss.

For the purpose of this endorsement an act of terrorism means an act, including
but not limited to the use of force or violence and/or the threat thereof, of
any person or group(s) of persons, whether acting alone or on behalf of or in
connection with any organization(s) or government(s), committed for political,
religious, ideological or similar purposes including the intention to influence
any government and/or to put the public, or any section of the public, in fear.

This endorsement also excludes loss, damage, cost or expense of whatsoever
nature directly or indirectly caused by, resulting from or in connection with
any action taken in controlling, preventing, suppressing or in any way relating
to any act of terrorism.

If the Reinsurers allege that by reason of this exclusion, any loss, damage,
cost or expense is not covered by this reinsurance the burden of proving the
contrary shall be upon the Reassured.

In the event any portion of this endorsement is found to be invalid or
unenforceable, the remainder shall remain in full force and effect.

Notwithstanding the above, this terrorism exclusion shall only apply to
liability losses arising directly from the following classes of business, when
written as such.

<TABLE>
<CAPTION>
Class of Business                                                                                 Coverage
-----------------                                                                                 --------
<S>                                                                                               <C>
Airports (Including Any Related Services or Operations)                                           CGL/UMB
Amusement Parks                                                                                   CGL/UMB
Animal Feed Mills                                                                                 CGL/UMB
Bridges and Tunnels                                                                               CGL/UMB
Buildings in which U.S. Government is Owner or Largest Tenant                                     CGL/UMB
Chemical Manufacturing, Wholesale or Storage                                                      CGL/UMB
Convention Centers                                                                                CGL/UMB
Concert Halls > OR = 1,000 person capacity                                                        CGL/UMB
Dams                                                                                              CGL/UMB
Drug Manufacturing                                                                                CGL/UMB
Electrical Generating Facilities                                                                  CGL/UMB
Explosives - Manufacture, Distribution or Storage                                                 CGL/UMB
Mass Transit Systems - Subways, Railways, etc.                                                    CGL/UMB
Oil & Gas Pipelines                                                                               CGL/UMB
Oil Refineries & Storage Tank Farms                                                               CGL/UMB
Pesticides, Herbicides, Insecticides - Manufacture                                                CGL/UMB
Ports (Including Any Related Services or Operations)                                              CGL/UMB
Security Services                                                                                 CGL/UMB
Stadiums and Sports Arenas                                                                        CGL/UMB
Telecommunications Services - Telephone, Radio, TV, Internet                                      CGL/UMB
Water & Sewage Treatment Plants                                                                   CGL/UMB
</TABLE>

However, the maximum liability to the Reinsurer for all Terrorism losses during
the term of this Contract shall be limited to $10,000,000.