EMPIRE INSURANCE COMPANY

                 CENTURION INSURANCE COMPANY

                 50% QUOTA SHARE REINSURANCE

                          AGREEMENT


                       ADDENDUM NO. 1


<PAGE>
     This Addendum No. 1 is attached to and made a part of
the Quota Share Reinsurance Treaty (the "Treaty") entered
into by and between CENTURION INSURANCE COMPANY (the
"Reassured") and EMPIRE INSURANCE COMPANY (the "Reinsurer")
on January 27, 1997.

     This Addendum No. 1 shall be effective for all Inforce,
new and renewal business attaching on or after July 1, 1997.

     Addendum No. 1 hereby amends Article VI of the Treaty
entitled "Quota Share Participation" to reads as follow:

                         ARTICLE VI
                  QUOTA SHARE PARTICIPATION

     1.   The Reassured shall cede and the Reinsurer shall
accept 75% of the Reassured's net  liability in written
premium in any one contract year on risks under all policies
covered   hereunder.

     2.   "Net Liability" shall mean the liability which the
Reassured retains net for its own  account and unreinsured
in any way.  Net liability shall include allocated loss
adjustment     expenses and the Reinsurer shall be liable
for its proportionate share of all such expenses,
irrespective of the amount of the cession or the limit
hereunder applying to any one risk, any one  loss
occurrences.

     3.   The Reassured shall be the sole judge of what
constitutes one risk.

          All other terms and conditions of the Treaty
remained unchanged.

          IN WITNESS WHEREOF, the parties have caused this
Addendum No. 1 to be executed      by their duly authorized
officers as of the 31st day of July, 1997.


                              EMPIRE INSURANCE COMPANY


                         By:       FRANCIS M. COLALUCCI

                         Title:    Senior Vice President,
                                   CFO and Treasurer


                              CENTURION INSURANCE COMPANY


                         By:       BRUCE OSTERMAN

                         Title:    Vice President

<PAGE>


1.                 CENTURION INSURANCE COMPANY

               QUOTA SHARE REINSURANCE TREATY

                  EFFECTIVE JANUARY 1, 1997

                          PREAMBLE

     The Centurion Insurance Company hereinafter referred to
as  "the  Reassured",  shall cede and the  Empire  Insurance
Company,  hereinafter referred to as "the Reinsurer",  shall
accept a 50% quota share of the Reassured's net liability in
written premium in any one contract year resulting from  any
loss  or  losses under the Reassured's policies, subject  to
the following conditions.

                          ARTICLE I
                    TERM AND CANCELLATION

      1.    A.    This  Treaty shall be  effective  for  all
business  written  on or after January  1,  1997  and  shall
remain  continuously  in force until  terminated  by  either
party  giving  to the other at least 60 days  prior  written
notice by registered mail, or at any time by mutual consent.

          B.   In the event of termination of this Treaty,
at the option of the Reassured:

          (1)  The Reinsurer shall be liable for their share
of  the  liability under all policies  or
portions thereof in force as of the date of termination,  up
to  the natural expiration or prior termination date of said
policies, but not to exceed  a  further
twelve month period.

          (2)  The Reassured shall have the option, by
giving 60 days' notice to the Reinsurer, of effecting cancellation
of all cessions in force hereunder, such cancellation
to be effective on the date of termi-
nation of this Treaty.  In such event, Reinsurer shall
return to the Reassured the full
unearned premium reserve applicable to the
unexpired liability, computed on the monthly pro rata basis,
less provision for commissions as
provided for herein.

                         ARTICLE II
                          TERRITORY

     1.   The territorial limits of this Treaty shall be the
same as that in the Reassured's original policies, contracts
or binders of insurance.

                         ARTICLE III
                      BUSINESS COVERED

      1.    This  Treaty  shall cover  policies  written  or
renewed by or on behalf of the Reassured during the term  of
this Treaty.

<PAGE>
2.

                         ARTICLE IV
                         EXCLUSIONS

     1.   This Treaty shall not cover:

          A.   Nuclear Incident Exclusion Clause - Liability
- Reinsurance as per attached.

           B.   Nuclear Incident Exclusion Clause - Physical
Damage - Reinsurance as per attached.

          C.   Pools Exclusion Clause as per attached.

                          ARTICLE V
                   DEFINITION OF POLICIES

1.    The term "policies", whenever used herein, shall  mean
all  binders,  policies, contracts, certificates  and  other
obligations,  whether  oral  or  written,  of  insurance  or
reinsurance.

                         ARTICLE VI
                  QUOTA SHARE PARTICIPATION

1.   The Reassured shall cede and the Reinsurer shall accept
50%  of the Reassured's net liability in written premium  in
any  one  contract year on risks under all policies  covered
hereunder.

2.    "Net  Liability"  shall mean the liability  which  the
Reassured retains net for its own account and unreinsured in
any   way.   Net  liability  shall  include  allocated  loss
adjustment  expenses and the Reinsurer shall be  liable  for
its  proportionate share of all such expenses,  irrespective
of the amount of the cession or the limit hereunder applying
to any one risk, any one loss occurrence.

3.   The Reassured shall be the sole judge of what
constitutes one risk.

                         ARTICLE VII
                     ORIGINAL CONDITIONS

1.    All  amounts ceded hereunder shall be subject  to  the
same  gross  rates and to the same clauses, conditions,  and
modifications of the Reassured's policies and the  Reinsurer
shall pay losses as may be paid thereon and shall follow the
settlements of the Reassured, subject always to the  limits,
terms and conditions of this treaty.

<PAGE>
3.


                        ARTICLE VIII
                           LOSSES

1.    The  Reinsurer  shall be liable for its  proportionate
share  of  the amount payable by the Reassured in settlement
of losses or liability covered hereunder after deducting all
recoveries, all salvage, and all amounts due from any  other
Reinsurers (whether collected or not).  The Reinsurer  shall
also be liable for proportionate share of all allocated loss
adjustment  and  legal  expenses  in  connection  with   the
adjustment  and  defense of claims covered hereunder,  other
than  office expenses of the Reinsured and salaries  of  its
regular employees.

                         ARTICLE IX
                EXTRA CONTRACTUAL OBLIGATIONS

1.    The reinsurer shall reinsure the Reassured, subject to
the  limit of this Treaty, for 50% of the Reassured's  Extra
Contractual Obligations losses.  Such losses are defined  as
those  liabilities  (whether they  constitute  compensatory,
incidental, exemplary or punitive damages) not covered under
any  other provision of this Treaty 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 Reassured to settle  within  the
policy  limit or by reason of alleged or actual  negligence,
fraud  or bad faith in rejecting an offer of settlement,  in
the preparation of the defense or in the trial of any action
against  its  insured or reassured or in the preparation  or
prosecution of an appeal consequent upon such action.

2.    The date on which any Extra Contractual Obligation  is
incurred   by  the  Reassured  shall  be  deemed,   in   all
circumstances,  to  be  the date of the  original  accident,
casualty, disaster or loss occurrence.  Any loss under  this
Article shall be deemed to be part of the original accident,
casualty,  disaster, or loss occurrence which gave  rise  to
the  claim by the insured under the original policy;  in  no
event  shall  the  Reinsurer's limit of  liability  for  any
accident,  casualty, disaster or loss occurrence,  including
Extra  Contractual  Obligations, exceed  the  limit  of  the
Treaty.

3.    However, this Article shall not apply where  the  loss
has  been incurred due to the fraud of a member of the Board
of  Directors,  or  a corporate officer  of  the  Reassured,
acting  individually or collectively or in collusion with  a
member of the Board of Directors, a corporate officer  or  a
partner of any other corporation or partnership.

4.    If  any provisions of this contract shall be  rendered
illegal or unenforceable by the laws, regulations or  public
policy of any state, such provision shall be considered void
in  such  state, but this shall not affect the  validity  or
enforceability  of any other provision of this  contract  or
the   enforceability  of  such  provision   in   any   other
jurisdiction.


<PAGE>
4.

                          ARTICLE X
                          NET LOSS

1.   The term "net loss" shall mean the actual loss incurred
by  the  Reassured under policies covered  hereunder.   Such
loss  shall  include sums paid in settlement of  claims  and
suits   and   in   satisfaction  of   judgments,   including
prejudgment interest when added to judgment.  Such loss also
shall include any Losses in Excess of Policy Limits and  any
Extra Contractual Obligations incurred by the Reassured  but
shall exclude allocated loss adjustment expenses.

2.    All  salvages,  recoveries payments and  reversals  or
reductions  of  verdicts  or  judgments  whether  recovered,
received  or obtained prior or subsequent to loss settlement
under this Treaty, including amounts recoverable under other
reinsurance whether collected or not, 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 Reassured finally  has
been ascertained.

3.    All  allocated loss adjustment expenses  paid  by  the
Reassured as a result of net losses covered hereunder  shall
be  divided between the Reassured and the Reinsurer, without
regard  to the limit of this Treaty, in proportion to  their
share  of  the net loss.  Allocated loss adjustment expenses
shall  include  without  limitation  expenses  sustained  in
connection  with  settlement and litigation  of  claims  and
suits,   satisfaction  of  judgments,   resistance   to   or
negotiations  concerning a loss, all interest  on  judgments
other than prejudgment interest when added to a judgment and
expenses sustained to obtain recoveries, salvages and  other
reimbursements, or to secure the reversal or reduction of  a
verdict or judgment.

4.    In  the  event there are any recoveries, salvages,  or
reimbursements recovered subsequent to a loss settlement, or
in  the  event a verdict or judgment is reversed or reduced,
the allocated loss adjustment expenses incurred in obtaining
the  recovery, salvage or reimbursement or in  securing  the
reduction or reversal shall be divided between the Reassured
and  the  Reinsurer  in proportion to  their  share  of  the
benefit therefrom, with the expenses incurred up to the time
of  the  loss settlement or the original verdict or judgment
being  divided  in proportion to the share of the  Reassured
and the Reinsurer in the original loss settlement or verdict
or judgment.

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

<PAGE>
5.

                         ARTICLE XI
              LOSSES IN EXCESS OF POLICY LIMITS

1.   The Reinsurer shall reinsure the Reassured, subject  to
the  limit of this Treaty, for 50% of any loss in excess  of
the  limit  of its policy, such loss in excess of the  limit
having  been incurred because of the failure by it to settle
within  the policy limit or by reason of alleged  or  actual
negligence,  fraud  or  bad faith in rejecting  a  offer  of
settlement,  in  the preparation of the defense  or  in  the
trial  of any action against its insured or reassured or  in
the  preparation or prosecution of an appeal consequent upon
such action.

2.    For the purposes of Paragraph 1. of this Article,  the
word  "loss" shall mean any amounts for which the  Reassured
would have been contractually liable to pay had it not  been
for the limit of the policy.

3.    However, this Article shall not apply where  the  loss
has  been incurred due to the fraud of a member of the Board
of  Directors,  or  a corporate officer  of  the  Reassured,
acting  individually or collectively or in collusion with  a
member of the Board of Directors, a corporate officer  or  a
partner of any other corporation or partnership.

ARTICLE XII
PREMIUM AND COMMISSION

1.    A.    The  premium payable to the Reinsurer  hereunder
shall  be calculated at the    same gross rates and  on  the
same  basis  as the premiums received by the Reassured    on
its original policies.

      B.    The  Reinsurer agrees to allow the  Reassured  a
commission  subject  to a  provisional  rate  of  20%  on  a
sliding scale basis as follows:  The provisional  commission
of 20% will be charged at a 75% loss ratio.  The Reassured's
commission will decrease .25% for each 1.0% increase in  the
loss ratio, to a    minimum of 15% at a loss ratio of 95.0%.
The  Reassured's commission will increase     .25% for  each
1.0%  decrease in the loss ratio, to a maximum of 25%  at  a
55% loss ratio.

           The initial commission adjustment period will  be
from January 1, 1997 to  December 31, 1997.  Thereafter, the
commission  adjustment period will be defined       as  each
twelve  consecutive  calendar months during  the  term  this
Treaty remains in   force.   Commission adjustments will  be
computed  at the end of the first consecutive       fourteen
month  period.  Thereafter, the commission adjustments  will
be  computed    annually, until all losses occurring  during
the  respective  commission  adjustment  period   have  been
settled.

     C.   The adjusted or final percentage of commission for
any commission adjustment     period shall be applied to the
earned   premiums  hereunder  for  such   period   and   the
difference,  if  any,  between the  adjusted  commission  so
determined  and the provisional     commission of  20.0%  of
written premiums for the period shall be paid by the  debtor
to the creditor.

<PAGE>
6.


      D.    The  loss  ratio for each commission  adjustment
period   shall   be   determined     by    dividing   losses
(including  losses  in  Excess of Policy  Limits  and  Extra
Contractual     Obligations) and allocated  loss  adjustment
expenses, incurred during the period by      premiums earned
during the period.

     E.   The period from the inception hereof through
December 31, 1997 shall  constitute the first commission
adjustment period hereunder.  Each subsequent 12  month
period shall constitute a further commission adjustment
period hereunder.   Adjustment     period, the period from
the end of the last complete commission adjustment period,
or the    inception of this Treaty if cancelled during the
first commission adjustment period, to the   date of
cancellation, shall constitute a commission adjustment
period hereunder.

     F.   Notwithstanding the provisions of Paragraph E. of
this Article, interim    commission adjustment calculations
shall be made December 31, 1997 and each period   and
annually each December 31 after the close of each period
until all losses occurring    during the period have been
settled and all premiums earned during the period have been
adjusted.

                        ARTICLE XIII
                    REPORTS AND ACCOUNTS

1.    Within 30 days after the close of each calendar month,
the Reassured shall furnish the Reinsurer with the following
reports:

     A.   Written premiums ceded during the month being
reported, for all business              covered hereunder.

      B.    Losses  (including Losses in  Excess  of  Policy
Limits  and  Extra Contractual       Obligations)  and  loss
adjustment  expenses  paid, and salvage  amounts  collected,
during the     month, by year or occurrence.

     C.   Reserves for outstanding losses (including Losses
in Excess of Policy limits         and Extra Contractual
Obligations) and loss adjustment expenses at the end of the
month,    by year of occurrence.

2.    In  addition to the reports in Paragraph  1.  of  this
Article,  after  the  close  of each  calendar  quarter  the
Reassured  shall  furnish the Reinsurer  with  a  report  of
unearned  premiums  as  of  the end  of  the  quarter  being
reported.

3.    Within 30 days after the close of each calendar month,
the  Reassured shall furnish the Reinsurer with  an  account
showing  the  written premiums ceded during the month,  less
the commission allowed hereunder on premiums ceded, and less
Reinsurer's share of the losses (including Losses in  Excess
of   Policy  Limits  and Extra Contractual Obligations)  and
loss  adjustment  expenses during the month being  reported.
The  balance due shall be payable by the debtor party within
30 days of the submission of the monthly account.

<PAGE>
7.

                         ARTICLE XIV
                    ERRORS AND OMISSIONS

1.     Inadvertent  delays,  errors  or  omissions  made  in
connection  with this Treaty shall not relieve either  party
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 the Reassured's Home Office.

ARTICLE XV
CURRENCY

1.    The net liability of the Reassured and the Reinsurer's
cession amount shall be considered in terms of United States
currency  and  all  premiums and losses hereunder  shall  be
payable in United States currency.

ARTICLE XVI
TAXES

1.    In  consideration of the terms under which this Treaty
is  issued,  the  Reassured  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 XVII
ACCESS TO REASSURED'S RECORDS

1.    Upon  reasonable notice being given to the  Reassured,
the  Reinsurer or their designed representative  shall  have
free  access at any reasonable time during the term of  this
Treaty  and subsequent to its termination to all records  of
the Reassured which pertain in any way to this reinsurance.

ARTICLE XVIII
SERVICE OF SUIT

      (Paragraphs 1. and 2. of this Clause only apply  to  a
Reinsurer domiciled outside of     the United States  and/or
unauthorized in the State of New York.

1.    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
Reassured,  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 Reinsurer's rights to  commence  an
action  in any Court of competent jurisdiction in the United
States,  to  remove and 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,  3
Park  Avenue, New York, N.Y.  10016, and that  in  any  suit
instituted  against it upon this Treaty, the Reinsurer  will
abide  by  the  final  decision of  such  Court  or  of  any
Appellate Court in the event of an appeal.

<PAGE>
8.


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

3.     Further,  pursuant  to  any  statute  of  any  state,
territory  or  district  of the United  States  which  makes
provision  therefore, the Reinsurer hereon 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 the Reassured or any beneficiary hereunder arising out of
this  Treaty of reinsurance, and hereby designate the above-
named  as  the person to whom the said officer is authorized
to mail such process or a true copy thereof.

ARTICLE XIX
ARBITRATION

1.    Any  dispute or other matter in question  between  the
Reassured  and the Reinsurer arising out of or  relating  to
the  information, interpretation, performance, or breach  of
this  Treaty,  whether such dispute arises before  or  after
termination of this Treaty, shall be settled by arbitration.
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.

2.    Each  party shall appoint an individual as  arbitrator
and  the  two  so  appointed  shall  then  appoint  a  third
arbitrator.  If either party refuses or neglects to  appoint
an arbitrator within sixty days, the other party may appoint
the  second arbitrator.  If the two arbitrators do not agree
on   a   third  arbitrator  within  sixty  days   of   their
appointment,  each of the arbitrators shall  nominate  three
individuals.  Each arbitrator shall then decline two of  the
nominations  presented by the other arbitrator.   The  third
arbitrator  shall  then  be chosen from  the  remaining  two
nominations  by  drawing  lots.  The  arbitrators  shall  be
active  or  retired  officers of  insurance  or  reinsurance
companies  or  Lloyd's London Underwriters; the  arbitrators
shall  not  have  a personal or financial  interest  in  the
result of the arbitration.

3.   The arbitration hearings shall be held in New York, New
York  or  such other place as may be mutually agreed.   Each
party  shall submit its case to the arbitrators within sixty
days of the selection of the third arbitrator or within such
longer  period  as  may  be agreed b the  arbitrators.   The
arbitrators   shall  not  be  obliged  to  follow   judicial
formalities  or the rules of evidence except to  the  extent
required  by governing law, that is, the state  law  of  the
situs   of   the  arbitration  as herein agreed; they  shall
make their decisions according to


<PAGE>
9.

the  practice  of  the reinsurance business.   The  decision
rendered by a majority of the arbitrators shall be final and
binding on both parties.  Such decision shall be a condition
precedent  to any right of legal action arising out  of  the
arbitrated  dispute which either party may have against  the
other.   Judgment upon the award rendered may be entered  in
any court having jurisdiction thereof.

4.    Each  party shall pay the fee and expenses of its  own
arbitrator and one-half of the fee and expenses of the third
arbitrator.  All other expenses of the arbitration shall  be
equally divided between the parties.

5.    Except as provided above, arbitration shall be  based,
insofar  as applicable, upon the procedures of the  American
Arbitration Association.

                         ARTICLE XX
                         INSOLVENCY

1.   In the event of the insolvency of the Reassured and the
appointment  of  a  liquidator,  receiver,  conservator   or
statutory  successor, this reinsurance shall be  payable  on
the  basis of the liability of the Reassured as a result  of
claims  allowed  against  the  Reassured  by  any  court  of
competent   jurisdiction   or  any   liquidator,   receiver,
conservator or statutory successor having authority to allow
such  claims, without diminution because of such  insolvency
or   because  such  liquidator,  receiver,  conservator   or
statutory  successor has failed to pay all or a  portion  of
any claims.

2.    Payments by the Reinsurer as above set forth shall  be
made  directly  to  the  Reassured  or  to  its  liquidator,
receiver,  conservator  or statutory  successor,  except  as
provided  by subsection (a) of section 4118 of the New  York
Insurance  Laws  or except (a) where this  Treaty  specifies
another  payee  in  the  event  of  the  insolvency  of  the
Reassured,  and  (b) the Reinsurer with the consent  of  the
direct  insures,  and,  as  respects  New  York  risks,  the
approval  of  the Superintendent of the New  York  Insurance
Department  has  assumed  such  policy  obligations  of  the
Reassured as its direct obligations to the payees under such
policies,  in  substitution  for  the  obligations  of   the
Reassured to such payees.

3.    In  the event of the insolvency of the Reassured,  the
liquidator, receiver, conservator or statutory successor  of
the Reassured shall give written notice to the Reinsurer  of
the  pendency of a claim against the insolvent Reassured  on
the  policy  or policies reinsured within a reasonable  time
after  such  claim the Reinsurer may investigate such  claim
and  interpose, at its own expense, in the proceeding  where
such  claim  is  to be adjudicated any defense  or  defenses
which  it  may  deem  available  to  the  Reassured  or  its
liquidator,  receiver, or statutory successor.  The  expense
thus  incurred by the Reinsurer shall be chargeable  subject
to court approval against the insolvent Reassured as part of
the  expense of liquidation to the extent of a proportionate
share  of  the  benefit which may accrue  to  the  Reassured
solely  as  a  result  of  the  defense  undertaken  by  the
Reinsurer.

<PAGE>
10.


                         ARTICLE XXI
                          RESERVES

1.    If a jurisdiction of the United States will not permit
the  Reassured, in the statements required to be filed  with
its  regulatory  authority(ies), to receive full  credit  as
admitted   reinsurance   for  the   Reinsurer's   share   of
obligations, the Reassured shall forward to the Reinsurer  a
statement  of  the  Reinsurer's share of  such  obligations.
Upon  receipt of such statement the Reinsurer shall promptly
apply  for,  and  provide  the Reassured  with,  a  "clean,"
unconditional  and  irrevocable Letter  of  Credit,  in  the
amount specified in the statement submitted, with terms  and
bank  acceptable  to  the regulatory  authority(ies)  having
jurisdiction over the Reassured.

2.    "Obligations," as used in this Article, shall mean the
sum  of  losses paid and allocated loss adjustment  expenses
paid  by  the  Reassured  but not  yet  recovered  from  the
Reinsured, plus reserves for reported losses, allocated loss
adjustment expenses and losses incurred but not reported.

3.    The  Reinsurer hereby agrees that the Letter of Credit
will provide for automatic extension of the Letter of Credit
without  amendment for one year from  the date of expiration
of   said  Letter  or  any  future  expiration  date  unless
thirty(30)  days  prior to any expiration the  issuing  bank
shall  notify  the  Reassured by registered  mail  that  the
issuing  bank  elects not to consider the Letter  of  Credit
renewed for any additional period.  An issuing bank,  not  a
"qualified   Bank"   as  defined  by  Regulation   No.   133
promulgated by the Insurance Department of the State of  New
York,  shall provide sixty(60) days notice to the  Reassured
prior to any expiration.

4.   Notwithstanding any other provision of this Treaty, the
Reassured  or  any  successor by operation  of  law  of  the
Reassured  including,  without limitation,  any  liquidator,
rehabilitator, receiver or conservator of the Reassured  may
draw  upon  such credit, without diminution because  of  the
insolvency  of any party hereto, at any time and  undertakes
to  use  and  apply  such credit for  one  or  more  of  the
following purposes only:

     A.   To pay the Reinsurer's share or to reimburse the
Reassured for the                  Reinsurer's share of any
obligations, as stipulated in the statement
submitted by the Reassured to the Reinsurer, which is due to
the Reassured       and not otherwise paid by the Reinsurer.

      B.   In the event the Reassured has received effective
notice of non-renewal of                the Letter of Credit
and  the  Reinsurer's  liability  remains  unliquidated  and
undischarged thirty(30) days prior to the expiry date of the
Letter of                Credit, to withdraw the balance  of
the  Letter  of Credit and place such  sums           in  an
interest  bearing  trust account to  secure  the  continuing
liabilities of the       Reinsurer under this Treaty until a
renewal Letter of Credit acceptable

<PAGE>
11.

      to  the  regulatory authority(ies) having jurisdiction
over  the  Reassured, or a      substitute in  lieu  thereof
acceptable   to   the   regulatory   authority(ies)   having
jurisdiction  over the Reassured, has been received  by  the
Reassured.  The               Reassured shall provide to the
Reinsurer     payment     of    any     interest     thereon
accruing from such account.

     C.   To make refund of any sum which is in excess f the
actual amount required             for Sections A. and B. of
this paragraph.

5.   At annual intervals or more frequently as determined by
the Reassured, but never more frequently than quarterly, the
Reassured shall prepare a specific statement, for  the  sole
purpose of amending the Letter of Credit, of the Reinsurer's
share of  any obligations.  If the statement shows that  the
Reinsurer's  share  of obligations exceeds  the  balance  of
credit as of the statement date, the Reinsurer shall, within
thirty(30)  days  after receipt of notice  of  such  excess,
secure  delivery  to the Reassured of an  amendment  of  the
Letter  of  Credit increasing the amount of  credit  by  the

amount of such difference.  If the statement shows, however,
that  the Reinsurer's share of obligations is less than  the
balance  of  credit as of the statement date, the  Reassured
shall,  within  thirty(30)  days after  receipt  of  written
request  from the Reinsurer, release such excess  credit  by
agreeing  to  secure an amendment to the  Letter  of  Credit
reducing  the  amount of credit available by the  amount  of
such excess credit.

6.    The  bank  shall have no responsibility whatsoever  in
connection  with the propriety of withdrawals  made  by  the
Reassured  or the disposition of funds withdrawn, except  to
assure  that  withdrawals are made only upon  the  order  of
properly  authorized representatives of the Reassured.   The
Reassured  shall incur no obligation to the bank  in  acting
upon  the credit, other than as appears in the express terms
thereof.,

<PAGE>
                   POOLS EXCLUSION CLAUSE



SECTION A

It is agreed that the following is excluded hereunder:

(1)   All  business derived directly or indirectly from  any
Pool,  Association or Syndicate which    maintains  its  own
reinsurance facilities.

(2)  Any Pool or Scheme, (whether voluntary or mandatory)
formed after 1st March, 1968 for the    purpose of insuring
property whether on a country-wide basis or in respect of
designated areas.   This exclusion shall not apply to so-
called Automobile Insurance Plans or other Pools formed to
provide coverage for Automobile    Physical Damage.

It  is  agreed, where this clause is attached to Catastrophe
Reinsurance  Agreements,  the  following,  as  respects  all
perils  otherwise protected hereunder, shall not be excluded
from   the  protection  afforded  by  the  said  Catastrophe
Reinsurance Agreement:

     (a)  All Fair Plan business.

     (b)  Liability accruing to the Reassured from its
participation in the following                    "Coastal
Pools".

          Alabama Insurance Underwriting Association
          Florida Windstorm Underwriting Association
          Louisiana Insurance Underwriting Association
          Mississippi Insurance Underwriting Association
          North Carolina Insurance Underwriting Association
          South Carolina Windstorm and Hail Underwriting
Association
          Texas Catastrophe Property Insurance Association

However this reinsurance does not include any increase in
liability resulting from:

     (i)  The inability of any other participant in such
"Coastal Pool" or Fair Plan to                    meet its
liability.

     (ii) Any claim against such "Coastal Pool" or Fair
Plan, or any Participant                     therein,
including the Reassured, whether by way of subrogation or
otherwise, brought by or on behalf of any Insolvency Fund
(as defined in                     the Insolvency Funds
Exclusion Clause incorporated in this agreement).

SECTION B

It  is agreed that business written by the Reassured for the
same perils, which is known at the time to be insured by, or
in  excess  of  underlying amounts placed in  the  following
Pools,  Associations  or  Syndicates,  whether  by  way   of
insurance or reinsurance, is excluded hereunder.

          Industrial Risk Insurers
          Associated Factory Mutuals
          Improved Risk Mutuals

          Any Pool, Association or Syndicate formed for, the
purpose of writing oil, gas or petro-             chemical
plants and/or oil or gas drilling rigs.


<PAGE>
SECTION B (Cont'd)




          United States Aircraft Insurance Group
          Canadian Aircraft Insurance Group
          Associated Aviation Underwriters
          American Aviation Underwriters

Section B does not apply:

(1)  Where the Total Insured Value over all interests of the
risk in question is less than $250,000,000.

(2)  to interests traditionally underwritten as Inland
Marine or Stock and/or Contents written on a      Blanket
Basis.

(3)  to Contingent Business Interruption, except when the
Reassured is aware that the key location is  known at the
time to be insured in any Pool, Association or Syndicate
named above.

(4)  to risks as follows:

     offices, hotels, apartments, hospitals, educational
establishments, public utilities (other than      railroad
schedules) and builder's risks on the above classes.

<PAGE>

                 CENTURION INSURANCE COMPANY

             50% QUOTA SHARE REINSURANCE TREATY

                  EFFECTIVE JANUARY 1, 1997

             (hereinafter call the "Reassured")

                             by

                  EMPIRE INSURANCE COMPANY

                     NEW YORK, NEW YORK

            (hereinafter called the "Reinsurer")



      Under the terms of this Treaty the above
      Reinsurer agrees to assume a 50% share of the
      liability described in the attached Treaty and,
      as consideration, the Reinsurer shall receive a
      50% share of the premium named therein.



Signed in New York, New York this  27th day of  March, 1997


                              EMPIRE INSURANCE COMPANY

                         By:       FRANCIS M. COLALUCCI

                         Title:    SENIOR VICE PRESIDENT AND CFO

and in New York, New York, this  27th day of March, 1997

                              CENTURION INSURANCE COMPANY

                         By:       BRUCE OSTERMAN

                         Title:    VICE PRESIDENT AND CONTROLLER

<PAGE>
U.S.A.


    Nuclear Incident Exclusion Clause - Physical Damage -
                         Reinsurance


1.This  reinsurance  does not cover any  loss  or  liability
  accruing  to  the Reassured, directly or  indirectly   and
  whether  as  Insurer  or  Reinsurer,  from  any  Pool   of
  Insurers  or Reinsurers formed for the purpose of covering
  Atomic or Nuclear Energy risks.

2.Without  in any way restricting the operation of paragraph
  (1)  of  this Clause, this reinsurance does not cover  any
  loss  or liability accruing to the Reassured, directly  or
  indirectly and whether as Insurer or Reinsurer,  from  any
  insurance  against  Physical  Damage  (including  business
  interruption  or consequential loss arising  out  of  such
  Physical Damage) to:

               I.   Nuclear reactor power plants including all
auxiliary property on the site, or

       II.  Any other nuclear reactor installation,
including laboratories handling radioactive materials
in connection with reactor installations, and "critical
facilities" as such, or

     III.   Installations for fabricating complete fuel
elements or for processing substantial quantities
of  "special  nuclear material," and for reprocessing,
salvaging, chemically  separating,                   storing
or disposing of  "spent" nuclear fuel or waste materials, or

      IV.  Installations other than those listed in
paragraph (2) III above using substantial quantities of
radioactive isotopes or other products of nuclear fission.

3.Without   in   any  way  restricting  the  operations   of
  paragraphs (1) and (2) hereof, this reinsurance  does  not
  cover  any  loss or liability by radioactive contamination
  accruing  to  the  Reassured, directly or indirectly,  and
  whether  as  Insurer or Reinsurer, from any  insurance  on
  property  which  is on the same site as a nuclear  reactor
  power  plant  or  other  nuclear  installation  and  which
  normally  would  be  insured therewith  except  that  this
  paragraph (3) shall not operate.

        (a)   where Reassured does not have knowledge of
   such nuclear reactor power plant or nuclear
   installation, or

             (b)   where said insurance contains a provision
excluding coverage for damage to property caused         by
or resulting from radioactive contamination, however caused.
However on and after 1st                       January 1960
this sub-paragraph (b) shall  only apply provided the said
radioactive contami-                 nation exclusion
provision  has been approved by the Governmental Authority
having                jurisdiction  thereof.

4.Without   in   any  way  restricting  the  operations   of
  paragraphs (1), (2) and (3) hereof, this reinsurance  does
  not   cover   any   loss  or  liability   by   radioactive
  contamination  accruing  to  the  Reassured,  directly  or
  indirectly,  and  whether as Insurer  or  Reinsurer,  when
  such   radioactive   contamination  is   a   name   hazard
  specifically insured against.

5.It  is  understood and agreed that this Clause  shall  not
  extend  to  risks using radioactive isotopes in  any  form
  where  the  nuclear  exposure is  not  considered  by  the
  Reassured to be the primary hazard.

6.The   term  "special  nuclear  material"  shall  have  the
  meaning  given it in the Atomic Energy Act of 1954  or  by
  any law amendatory thereof.

7.Reassured to be sole judge of what constitutes:

<PAGE>
Nuclear Incident Exclusion Clause - Physical Damage -
Reinsurance (CONT'D)


       (a)  substantial quantities, and

     (b)  the extent of installation, plant or site.

NOTE  -  Without  in any way restricting  the  operation  of
paragraph (1) hereof, it is  understood and agreed     that

  (a)   all  policies issued by the Reassured on  or  before
  31st  December 1957 shall be free from the     application
  of   the  other  provisions of  this Clause  until  expiry
  date  or  31st  December  1960    whichever  first  occurs
  whereupon all the provisions of this Clause shall apply.

  (b)   with  respect to any risk located in Canada policies
  issued  by  the  Reassured on or before  31st     December
  1958  shall  be  free from the application  of  the  other
  provisions  of  this  Clause  until     expiry  date  31st
  December  1960  whichever first occurs whereupon  all  the
  provisions of this  Clause shall apply.

 Nuclear Incident Exclusion Clause - LIABILITY - Reinsurance


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.*

                                                  {injury,
  sickness,
  {disease, death or
  {destruction
      I.      It  is  agreed that the policy does not  apply
  under  any  liability  coverage,  to  {bodily  injury   or
  property  damage  with respect to which an  insurer  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.*

<PAGE>
 Nuclear Incident Exclusion Clause - LIABILITY - Reinsurance
                          (CONT'D)



     It is agreed that the policy does not apply:

                                    {injury, sickness,
disease, death or destruction
       I.  Under any Liability Coverage, to {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
                                {bodily injury, sickness,
disease or death
           to expenses incurred with respect to {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.

                             {injury, sickness, disease,
death or destruction
     III.  Under any Liability Coverage, to {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

                {injury, sickness, disease, death or
destruction
            (c)     the {bodily injury or property damage
arises out of the furnishing by an                insured of
services, materials, parts or equipment  in connection with
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,
                                   {injury to or destruction
of property of such nuclear
{facility.
          this exclusion (c) applies only to {property
damage to such nuclear facility and any
property thereat.

      IV.  As used in this endorsement:
             "hazardous properties" include radioactive,
toxic or explosive properties; "nuclear material"
means source material, special nuclear material or by
product material; "source material",
"special nuclear material", and "by product 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 by product material other

<PAGE>
Nuclear Incident Exclusion Clause - LIABILITY - Reinsurance
                          (CONT'D)



              than  tailings  or  wastes  produced  by   the
extraction   or   concentration  of   uranium   or   thorium
from  any  ore  processed primarily for its source  material
content,      and      (2)      resulting      from      the
operation  by  any  person or organization  of  any  nuclear
facility      included     under     the      first      two
paragraphs  of the definition of nuclear facility;  "nuclear
facility" means

           (a) any nuclear reactor,

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

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

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

      and includes the site on which any of the foregoing
      is located, all operations conducted on such site and
      all premises used for such operations; "nuclear
      reactor" means any apparatus designed or used to
      sustain nuclear fission in a self-supporting chain
      reaction or to contain a critical mass of fissionable
      material;

            {With  respect  to injury to or  destruction  of
property, the word "injury" or "destruction"
             {"property  damage"  includes  all   forms   of
radioactive contamination of property,
           {includes all forms of  radioactive contamination
of  property.

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

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

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

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

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