Exhibit 2.3

                      MULTIPLE PERIL CROP INSURANCE (MPCI)
                              QUOTA SHARE AGREEMENT
                    (hereinafter referred to as "Agreement")


                             Effective: July 1, 1997


                                    issued to


                              IGF Insurance Company
                          and its Affiliated Companies
                       (hereinafter referred to as "IGF")


                                       by

                          Continental Casualty Company
                                Chicago, Illinois
                       (hereinafter referred to as "CNA")



ARTICLE 1 - TERM


This  Agreement  shall cover losses  occurring on crops insured  during the MPCI
crop year  commencing  at 12:01  a.m.,  Central  Standard  Time,  July 1,  1997,
including such policies  written or renewed for the 1998 crop year as defined in
the  Standard  Reinsurance   Agreement  (SRA)  of  the  Federal  Crop  Insurance
Corporation  (FCIC) and each  succeeding  crop year  beginning  at July 1, until
terminated as provided below.


Termination shall take place immediately and automatically  upon the exercise of
a Put Right or Call  Right as defined  under the  Strategic  Alliance  Agreement
(hereinafter "SAA") between Continental Casualty Company and IGF Holdings,  Inc.
and its  Affiliated  Companies,  to which this  Agreement is attached and made a
part of. Upon  termination,  a full commutation and release of all CNA liability
shall be provided to CNA for the then  current  Crop Year with no amounts due or
owing for such year. IGF shall have the right to 100% of the premiums associated
with the liability so released. If any payments have been made by CNA to IGF for
its share of loss payments required by FCIC prior to the date of exercise,  such
payments shall be reimbursed to CNA. As an example, if a Call Right is exercised
on March 2, 2002, said termination shall cause no balance to be due hereunder


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IGF / CCC


<PAGE>


for the 2002  Crop Year  (July 1, 2001 - June 30,  2002) and any share of losses
paid to FCIC on 2002 Crop Year  Policies by CNA shall be  reimbursed to CNA; all
balances and  adjustments  under the 2001 Crop Year shall be due and payable and
settled  in due  course.  If a Put Right or Call Right is  exercised  the result
shall be the same.



ARTICLE 2 - BUSINESS COVERED


The IGF agrees to cede and the CNA agrees to accept by way of  reinsurance,  for
each Agreement Year covered hereunder, as follows:


   All of CNA's and IGF's MPCI business shall be pooled for 1998 and thereafter,
whether  written  under the  CNA's  SRA,  the IGF's  SRA,  or  Producers  Lloyds
Insurance  Company's ( hereinafter  Producers Lloyds) SRA. CNA will then receive
as its  share  (as  defined  in  items  4  through  7  [inclusive]),  an  annual
reinsurance  cession  equal  to 70% of the MPCI  Underwriting  Gain  (Loss)  (as
defined).  The annual reinsurance cession will be payable in perpetuity,  unless
the Put Right or Call Right is triggered.


   If Producers Lloyds elects to terminate its  relationship  with CNA or not to
enter into a relationship with IGF or to terminate such  relationship  after the
closing date of the transaction  between IGF and CNA, then if such  relationship
terminates prior to July 1, 2000, all of the Producers  Lloyds' business will be
removed  from  reimbursement  and  profit-sharing  formulas in  calculating  any
payments to be made under this Agreement  after such  termination.  If Producers
Lloyds elects to terminate its relationship with CNA or IGF, as the case may be,
on or after July 1, 2000,  then the  dollar  amount of CNA's line for  Producers
Lloyds shall be the same in the crop year in which Producers  Lloyds  terminates
its  relationship  as it was in the immediate crop year prior to the termination
and there shall be no adjustment to reimbursement  and  profit-sharing  formulas
under this Agreement with respect to any crop years prior to such termination.


   MPCI Underwriting Gain (Loss) shall be defined as (i) the CNA MPCI Proportion
(as defined) multiplied by (ii) the combined net underwriting gain (loss) on the
MPCI  business of CNA and IGF plus the net gain (loss)  from  assumed  Producers
Lloyd MPCI business. This combined net underwriting gain (loss) shall be reduced
(increased)  by any gain  (loss)  shared  under any third party  profit  sharing
agreements  such as with NACU and other  producers  but  excluding  third  party
reinsurance agreements.


   For  1998,  the CNA MPCI  Proportion  shall be  equal  to (i) the  amount  of
business written by the CNA SRA and Producers  Lloyds' SRA for 1998,  divided by
(ii) the combined amount of business  written by the CNA's,  IGF's and Producers
Lloyds' SRA for 1998.


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IGF / CCC


<PAGE>



   For  1999,  the CNA MPCI  Proportion  shall be  equal  to (i) the  amount  of
business  written by the CNA SRA for 1998  multiplied by one plus the percentage
growth  or  reduction  in  industry  MPCI  gross  premiums  from 1998 to 1999 as
acknowledged  by the FCIC plus (ii) the  amount of  business  assumed  under the
Producers Lloyds  reinsurance  agreement for 1999, subject to item 2 above, with
the resulting  product of (i) and (ii) then divided by (iii) the combined amount
of business  written by the CNA,  assumed from  Producer  Lloyds and IGF SRA for
1999.


   For  2000,  the CNA MPCI  Proportion  shall be  equal  to (i) the  amount  of
business  written by the CNA SRA for 1998  multiplied by one plus the percentage
growth  or  reduction  in  industry  MPCI  gross  premiums  from 1998 to 2000 as
acknowledged  by the FCIC plus (ii) the  amount of  business  assumed  under the
Producers Lloyds  reinsurance  agreement for 2000, subject to item 2 above, with
the resulting  product of(i) and (ii) then divided by (iii) the combined  amount
of business written by CNA, assumed from Producers Lloyds and IGF SRA for 2000.



   The CNA MPCI Proportion shall continue to adjust for years 2001 and beyond in
a manner consistent with the formula for 1999 and 2000.


   Any and all funds held and/or  carried  forward by FCIC/RMA for the 1997 Crop
Year and all previous crop years shall be the exclusive property of CNA and will
not be considered part of the underwriting gain for purposes of this Agreement.


   Beginning  with the 1998 Crop Year,  any payout offset  against losses by the
FCIC/RMA of previously retained CNA funds shall be wired to CNA within five days
of receipt based on its proportional share under this Agreement.


   MPCI premiums  will include  premiums  from all products  falling  within the
Standard Reinsurance Agreement.



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MPCI Quota Share
IGF / CCC


<PAGE>



ARTICLE 3 - TERRITORY


This Agreement applies to the territory of the business covered hereunder.



ARTICLE 4- ORIGINAL CONDITIONS


All amounts ceded hereunder shall be subject to the same gross rating and to the
same clauses, conditions, exclusions and modifications of the policies reinsured
hereunder, subject to the limits, terms and conditions of this Agreement.


Except as specifically and expressly provided for in the Insolvency Article, the
provisions of this Agreement are intended  solely for the benefit of the parties
to and executing  this  Agreement,  and nothing in this  Agreement  shall in any
manner create,  or be construed to create,  any  obligations to or establish any
rights  against  any party to this  Agreement  in favor of any third  parties or
other persons not parties to and executing this Agreement.



ARTICLE 5 - LOSSES


The IGF alone and at its full discretion shall adjust,  settle or compromise all
claims and losses. All such adjustments,  settlements and compromises, including
ex-gratia  payments,   shall  be  binding  on  the  CNA  in  proportion  to  its
participation. The IGF shall likewise at its sole discretion commence, continue,
defend,  compromise,  settle or withdraw from actions,  suits or proceedings and
generally do all such matters and things relating to any claim or loss as in its
judgment may be  beneficial  or  expedient;  and all loss payments made shall be
shared  by the CNA  proportionately.  CNA  shall,  on the  other  hand,  benefit
proportionately  from  all  reductions  of  losses  by  salvage,  compromise  or
otherwise.



ARTICLE 6 - EXCESS OF ORIGINAL POLICY LIMITS


This Agreement shall protect the IGF as provided in Article 2 - Business Covered
in connection with loss in excess of the limit of the original policy.


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MPCI Quota Share
IGF / CCC



<PAGE>


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 IGF
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.


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



ARTICLE 7 - EXTRA CONTRACTUAL OBLIGATIONS


This Agreement shall protect the IGF as provided in Article 2 - Business Covered
where the loss includes any extra contractual obligations.


The term "Extra  Contractual  Obligations"  is defined as those  liabilities not
covered  under any other  provision of this  Agreement  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 IGF to settle
within the policy limit, or by reason of alleged or actual negligence,  fraud or
bad faith in rejecting an offer of settlement or in  preparation  of the defense
or in 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 loss is incurred by the IGF
shall  be  deemed,  in  all  circumstances,  to be  the  date  of  the  original
occurrence,  or the  date  the  original  claim  is  first  made,  whichever  is
applicable.


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 IGF
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 loss covered hereunder.



ARTICLE 8 - CURRENCY


Where the word  "dollars"  and/or  the sign "$" appear in this  Agreement,  they
shall mean United States dollars.


For purposes of this Agreement,  where the IGF receives  premiums or pays losses
in currencies other than United States  currency,  such premiums or losses shall
be converted


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IGF / CCC


<PAGE>


in to United  States  dollars at the actual  rates of  exchange  at which  these
premiums or losses are entered in the IGF's books.



ARTICLE 9 - ACCOUNTS, REPORTS AND PAYMENTS


As soon as practicable  after the end of each month, for each Agreement Year for
which coverage  applies under this  Agreement,  the IGF shall furnish to the CNA
the FCIC reinsurance  accounting report (RoRecap) which shall include but not be
limited to the following:


 Gross  liability,  premiums and losses paid,  by state,  before  deducting  the
amount of reinsurance ceded to the FCIC SRA.


 Net premiums and losses paid, after recoveries from the FCIC SRA.


 Calculation of gain or loss between the IGF and the FCIC as set out by the FCIC
and after recoveries from the SRA


As soon as practicable  after the first February  following each Agreement Year,
the IGF  shall  furnish  to the  CNA  the  FCIC  reinsurance  accounting  report
(RoRecap) which shall include but not be limited to the following:


 Gross  liability,  premiums and losses paid,  by state,  before  deducting  the
amount of reinsurance ceded to the FCIC SRA.


 Net premiums and losses paid, after recoveries from the FCIC SRA.


 Calculation  of  underwriting  gain or loss  between the IGF and the FCIC after
recoveries  from the SRA  underwriting  gain as stated by the FCIC each year for
final accounting of the crop year.


Any balance due one party from the other  shall be payable  upon  receipt of the
above report.  However, if at any time during the term of this Agreement the IGF
is required to reimburse the FCIC for a net  underwriting  loss after recoveries
from the SRA for the Agreement Year under  consideration,  the CNA shall pay its
proportional  share of the net  underwriting  loss amount to the IGF by the date
due to the FCIC.  Adjustments  shall continue until final  settlement is reached
with the FCIC on all  policies  reinsured  for each  Agreement  Year unless such
earlier definitive date is agreed to be the parties to this Agreement.


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MPCI Quota Share
IGF / CCC


<PAGE>

As soon as possible after the conclusion of each calendar  quarter and Agreement
Year the IGF will  provide  any other  information  the CNA may  require for its
Convention Statement which may be reasonably available to the IGF.



ARTICLE 10 - DEFINITIONS


The term "Standard Reinsurance Agreement (SRA) of the FCIC" as used herein shall
mean the Reinsurance  Agreement  between the Federal Crop Insurance  Corporation
and the entity so named  including  all  amendments  applicable to the agreement
during the term of this Agreement.



ARTICLE 11  - OFFSET


The IGF or the CNA shall  have the right to offset any  balance  or amounts  due
from one  party to the  other  under  the  terms of this  Agreement.  The  party
asserting  the right of offset may  exercise  such right at any time whether the
balances due are on account of premiums or losses.



ARTICLE 12 - WARRANTY


For business covered hereunder it is agreed that all terms and agreements of the
FCIC are applied.



ARTICLE 13 - ACCESS TO RECORDS


Upon reasonable  notice, the CNA, or its designated  representative,  shall have
access at any reasonable  time to inspect and audit the books and records of the
IGF which pertain in any way to this  reinsurance  and it may make copies of any
records pertaining thereto.
 This right of inspection,  audit and information  shall survive  termination of
this Agreement and shall run to the natural expiry of all liabilities  under the
policies reinsured.


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IGF / CCC


<PAGE>


ARTICLE 14 - TAXES


In  consideration  of the terms  under  which  this  Agreement  is  issued,  IGF
undertakes  not to claim any  deduction  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 or to the District of Columbia.



ARTICLE 15 - ERRORS AND OMISSIONS


Any  inadvertent  error,  omission  or delay in  complying  with the  terms  and
conditions of this  Agreement  shall not be held to relieve  either party hereto
from any liability which would attach to it hereunder if such error, omission or
delay had not been made,  provided  such error,  omission or delay is  rectified
immediately upon discovery.



ARTICLE 16 - AMENDMENTS


This  Agreement may be altered or amended in any of its terms and  conditions by
mutual consent of the IGF and the CNA by an Endorsement hereto. Such Endorsement
will then constitute a part of this Agreement.



ARTICLE 17 - LOSS FUNDING


This Article is only  applicable  to CNA if it cannot  qualify for credit by the
State, meaning the state, province or Federal authority having jurisdiction over
IGF's loss reserves.


As regards policies issued by the IGF coming within the scope of this Agreement,
the IGF agrees that when it shall file with the  insurance  department or set up
on its books reserves for losses covered hereunder which it shall be required to
set up by law it will forward to the CNA a statement  showing the  proportion of
such loss reserves which is applicable to them.


The CNA hereby  agrees  that it will apply for and secure  delivery to the IGF a
clean irrevocable and unconditional  Letter of Credit issued by a bank chosen by
the CNA and acceptable to the appropriate  insurance  authorities,  in an amount
equal  to the  CNA's  proportion  of the  loss  reserves  in  respect  of  known
outstanding  losses  that  have  been  reported  to the CNA and  allocated  loss
expenses  relating thereto as shown in the statement  prepared by the IGF. Under
no circumstances shall any amount relating to reserves in


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IGF / CCC


<PAGE>

respect of losses or loss expenses  Incurred But Not Reported be included in the
amount of the Letter of Credit.


The Letter of Credit  shall be  "Evergreen"  and 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 thirty (30) days
prior to any  expiration  date,  the bank shall  notify the IGF by  certified or
registered mail that it elects not to consider the Letter of Credit extended for
any additional period.


The IGF, or its successors in interest,  undertakes to use and apply any amounts
which it may draw upon such Credit  pursuant to the terms of the Agreement under
which the Letter of Credit is held, and for the following purposes only:


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


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


     In the event of  expiration  of the Letter of Credit as provided for above,
to establish deposit of CNA's share of known and reported outstanding losses and
allocated loss expenses relating thereto under this Agreement. Such cash deposit
shall be held in an interest  bearing account  separate from IGF's other assets,
and interest  thereon shall accrue to the benefit of CNA. It is  understood  and
agreed that this procedure will be implemented only in exceptional circumstances
and that,  if it is  implemented,  IGF will  ensure  that a rate of  interest is
obtained  for CNA on such a deposit  account  that is at least equal to the rate
which would have been paid by Citibank  N.A. in New York,  and further  that IGF
will  account to CNA on an annual  basis for all  interest  accruing on the cash
deposit account for the benefit of CNA.


The  bank  chosen  for the  issuance  of the  Letter  of  Credit  shall  have no
responsibility  whatsoever in connection with the propriety of withdrawals  made
by IGF or the disposition of funds withdrawn,  except to ensure that withdrawals
are made only upon the order of properly authorized representatives of IGF.


At annual intervals, or more frequently as agreed but never more frequently than
semiannually,  IGF shall prepare a specific  statement,  for the sole purpose of
amending the Letter of Credit, of CNA's share of known and reported  outstanding
losses and allocated loss expenses relating thereto. If the statement shows that
CNA's share of such losses and allocated  loss  expenses  exceeds the balance of
credit as of the statement date, CNA shall,


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IGF / CCC


<PAGE>


within thirty (30) days after receipt of notice of such excess,  secure delivery
to IGF of an amendment of the Letter of Credit  increasing  the amount of credit
by the amount of such  difference.  If, however,  the statement shows that CNA's
share of known and reported  outstanding  losses plus  allocated  loss  expenses
relating  thereto is less than the balance of credit as of the  statement  date,
IGF shall,  within thirty (30) days after  receipt of written  request from CNA,
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 18 - INSOLVENCY


This  reinsurance  shall be payable by CNA on the basis of the  liability of IGF
under Policy or Policies reinsured without diminution, because of the insolvency
of IGF, to IGF or its liquidator, receiver, or statutory successor.


In the event of  insolvency  of IGF,  the  liquidator  or receiver or  statutory
successor of the IGF shall give written notice to CNA of the pendency of a claim
filed against IGF on the Policy or Policies  reinsured  within a reasonable time
after such claim is filed in the insolvency  proceeding.  During the pendency of
such claim CNA 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 IGF or its  liquidator  or receiver or statutory
successor.  The expenses  thus incurred by CNA shall be  chargeable,  subject to
court approval,  against IGF as part of the expense of liquidation to the extent
of a  proportionate  share of the  benefits  which may accrue to IGF solely as a
result of the defense so undertaken by CNA.


Should IGF go into  liquidation or should a receiver be appointed,  CNA shall be
entitled  to deduct  from any sums  which may be or may  become due to IGF under
this  reinsurance  Agreement,  any sums  which are due to CNA by IGF under  this
Agreement  and which are payable at a fixed or stated date, as well as any other
sums due to CNA which are permitted to be offset under applicable law.


It is further understood and agreed that, in the event of the insolvency of IGF,
the reinsurance  under this Agreement shall be payable directly by CNA to IGF or
to its  liquidator,  receiver  or  statutory  successor,  except  a) where  this
Agreement  specifically  provides another payee of such reinsurance in the event
of the insolvency of IGF and b) where CNA with the consent of the direct insured
or insureds has assumed such policy  obligations of IGF as direct obligations of
CNA to the payees under such policies and in substitution for the obligations of
IGF to such payees.


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MPCI Quota Share
IGF / CCC



<PAGE>




In no event shall  anyone  other than the parties to this  Agreement  or, in the
event of IGF's insolvency,  its liquidator,  receiver,  or statutory  successor,
have any rights under this Agreement.



ARTICLE 19 - ARBITRATION


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


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


If the two  arbitrators  are  unable to agree upon the third  arbitrator  within
thirty (30) days of their appointment,  each of them shall name two, of whom the
other shall  decline one and the  decision  shall be made by drawing  lots.  All
arbitrators  shall be  disinterested  active or retired  executive  officers  of
insurance or reinsurance  companies s,  Underwriters at Lloyd's London not under
the control of either party to this Contract, or a qualified arbitrator supplied
by the AAA..



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


The panel shall be relieved of all judicial  formality and shall not be bound by
the strict rules of procedure and evidence.  Arbitration shall take place in Des
Moines,  Iowa.  Insofar as the  arbitration  panel looks to substantive  law, it
shall  consider  the law of the  State  of  Illinois.  The  decision  of any two
arbitrators  when rendered in writing  shall be final and binding.  The panel is
empowered to grant interim relief as it may deem appropriate.


The panel shall make its  decision  considering  the custom and  practice of the
applicable  insurance and reinsurance business as promptly as possible following
the  termination of the hearings.  Judgment upon the award may be entered in any
court having jurisdiction thereof.


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IGF / CCC


<PAGE>


Each party shall bear the expense of its own  arbitrator  and shall  jointly and
equally  bear  with the  other  party  the  cost of the  third  arbitrator.  The
remaining  costs of the arbitration  shall be allocated by the panel.  The panel
may, at its  discretion,  award such further  costs and expenses as it considers
appropriate,  including  but  not  limited  to  attorneys  fees,  to the  extent
permitted by law. The panel is prohibited from awarding  punitive,  exemplary or
treble  damages,   of  whatever  nature,  in  connection  with  any  arbitration
proceeding concerning this Agreement.



ARTICLE 20 - CHOICE OF LAW


This  Agreement,  including  all matters  relating to  formation,  validity  and
performance  thereof,  shall be  interpreted  in accordance  with the law of the
State of Illinois.



ARTICLE 21 - ENTIRE CONTRACT


This  Agreement and that certain  Strategic  Alliance  Agreement,  the Ancillary
Agreements, Crop Hail Insurance Services and Indemnity Agreement, MPCI Insurance
Services and Indemnity  Agreement,  Multiple  Peril Crop  Insurance  Quota Share
Contract - effective July 1, 1997, Crop Hail Quota Share Reinsurance  Contract -
effective  January 1, 1998, and the Crop Hail Quota Share  Agreement - effective
January 1, 1998,  between  the  parties,  represent  the  entire  agreement  and
understanding  among  the  parties.  No  other  oral or  written  agreements  or
contracts relating to the risks reinsured  hereunder  currently exist and/or are
contemplated between the parties.



ARTICLE 22 - SEVERABILITY


If any law or  regulation  of any Federal,  State,  or Local  Government  of the
United States of America or the  provinces of Canada or the ruling  officials of
any supervision over insurance companies,  should render illegal this Agreement,
or any portion thereof, as to risks or properties located in the jurisdiction of
such  authority,  either the IGF or the CNA may upon written notice to the other
suspend,  abrogate,  or amend this  Agreement  insofar as it relates to risks or
properties  located within such  jurisdiction to such extent as may be necessary
to comply with such law, regulations or ruling.


Such  illegality,  suspension,  abrogation,  or  amendment  of a portion of this
Agreement shall in no way affect any other portion thereof.


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MPCI Quota Share
IGF / CCC



<PAGE>


ARTICLE 22 - ILLUSTRATION


IGF and CNA  have  agreed  to  append  Schedule  1 as an  attachment  hereto  to
illustrate their understanding of the operation of this Agreement.


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MPCI Quota Share
IGF / CCC



<PAGE>


IN WITNESS WHEREOF the parties  acknowledge  that no intermediary is involved in
or brought about this  transaction,  and the parties hereto, by their authorized
representatives, have executed this Agreement:


on this       day of                               1998


IGF INSURANCE COMPANY
and its AFFILIATED COMPANIES



By: ________________________________________________



Attested by: _________________________________________



and on this   day of                               1998


CONTINENTAL CASUALTY COMPANY



By: ________________________________________________



Attested by:__________________________________________


                      MULTIPLE PERIL CROP INSURANCE (MPCI)
                              QUOTA SHARE AGREEMENT
                        (referred to as the "Agreement")
                             Effective: July 1, 1997
                                    issued to
                              IGF Insurance Company
                          and its Affiliated Companies
                             (referred to as "IGF")
                                       by
                          Continental Casualty Company
                             (referred to as "CNA")





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MPCI Quota Share
IGF / CCC