Exhibit 2.2

                      MULTIPLE PERIL CROP INSURANCE (MPCI)
                              QUOTA SHARE CONTRACT
                     (hereinafter referred to as "Contract")


                             Effective: July 1, 1997


                                    issued to

                          Continental Casualty Company
                   (hereinafter referred to as the "Company")


                                       by

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




ARTICLE 1 - TERM


This Contract 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.


This Contract shall terminate  automatically upon the exercise of a Put Right or
Call  Right (as such term is defined  under the  Strategic  Alliance  Agreement,
hereinafter "SAA", to which this Contract is attached) with termination becoming
effective  at the end of the Crop Year in which  such Put Right or Call Right is
exercised, and no policies written after the effective time of termination shall
be covered hereunder.






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ARTICLE 2 - BUSINESS COVERED


The Company agrees to cede and the Reinsurer agrees to accept a 100% quota share
of  the  Company's   liability  on  the  following  business  covered  hereunder
(hereinafter  referred to as "policies"),  subject to this Contract's  terms and
conditions.


   The Company's  business  subject  hereto after  application  of the FCIC SRA,
including  cessions made to the various risk funds  provided  thereunder for the
1998  crop  year (as  defined  by the FCIC  and  covered  under  the  terms  and
conditions of the FCIC's SRA) and  succeeding  crop years so long as the Company
is a holder of an SRA.


   The  Company's  net  underwriting  gain  (loss),  for the 1998  crop year and
succeeding crop years,  assumed by the Company through it's participation in the
Producers  Lloyds  Insurance  Company Multiple Peril Crop Insurance (MPCI) Quota
Share Reinsurance  Contract No. 0929-00-0017,  net of any reinsurance  brokerage
paid by the Company in the assumption of the business, so long as the Company is
a participant in said Contract.


   The Company's  liability  developed  through any and all fronting  agreements
with IGF Insurance  Company and its  Affiliated  Companies  (IGF) subject hereto
after application of the FCIC SRA,  including  cessions made to the various risk
funds  provided  thereunder  for the 1999 crop year (as  defined by the FCIC and
covered under the terms and  conditions of the FCIC's SRA) and  succeeding  crop
years so long as the IGF Insurance Company is a holder of an SRA.



ARTICLE 3 - TERRITORY


This  Contract  applies  to the  territory  of the  Company's  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 Contract.


Except as specifically and expressly provided for in the Insolvency Article, the
provisions of this  Contract are intended  solely for the benefit of the parties
to and executing this


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Contract,  and  nothing  in this  Contract  shall in any  manner  create,  or be
construed to create,  any  obligations  to or establish  any rights  against any
party to this  Contract  in favor of any  third  parties  or other  persons  not
parties to and executing this Contract.



ARTICLE 5 - LOSSES


The Company 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 Reinsurer in proportion to
its participation.  The Company 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 Reinsurer  proportionately.  Reinsurer 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  Contract  shall  protect  the  Company as provided in Article 2 - Business
Covered in connection with loss in excess of the limit of the original policy.


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.


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.



ARTICLE 7 - EXTRA CONTRACTUAL OBLIGATIONS


This  Contract  shall  protect  the  Company 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  Contract  and which arise from the
handling of any claim on


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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,  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
Company 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
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 loss covered hereunder.



ARTICLE 8 - CURRENCY


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


For  purposes  of this  Contract,  where the Company  receives  premiums or pays
losses in currencies other than United States currency,  such premiums or losses
shall be converted in to United  States  dollars at the actual rates of exchange
at which these premiums or losses are entered in the Company'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  Contract,  the Company shall furnish to the
Reinsurer 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 and deduction
of the allowable Expense Reimbursement under the FCIC SRA.


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Calculation  of gain or loss between the Company and the FCIC after  recoveries
from the SRA and deduction of the allowable Expense Reimbursement under the FCIC
SRA.


Any balance due one party from the other  shall be payable  upon  receipt of the
above report.


As soon as practicable  after the first February  following each Agreement Year,
the Company  shall  furnish to the  Reinsurer  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 and deduction
of the allowable Expense Reimbursement under the FCIC SRA.


Calculation  of gain or loss between the Company and the FCIC after  recoveries
from the SRA and deduction of the allowable Expense Reimbursement under the FCIC
SRA.


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  Contract  the
Company is  required to  reimburse  the FCIC for a net  underwriting  loss after
recoveries  from  the  SRA for  the  Agreement  Year  under  consideration,  the
Reinsurer shall pay its proportional  share of the net underwriting  loss amount
to the Company 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 by the parties
to this Contract.


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



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


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Company including all amendments  applicable to the agreement during the term of
this Contract.



ARTICLE 11  - OFFSET


The  Company or the  Reinsurer  shall  have the right to offset  any  balance or
amounts  due from one party to the other under the terms of this  Contract.  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 Reinsurer, or its designated  representative,  shall
have access at any reasonable time to inspect and audit the books and records of
the Company 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  Contract and shall run to the
natural expiry of all liabilities under the policies reinsured.



ARTICLE 14 - TAXES


In consideration  of the terms under which this Contract is issued,  the Company
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  Contract  shall not be held to relieve  either party hereto
from any liability which would attach


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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  Contract may be altered or amended in any of its terms and  conditions  by
mutual consent of the Company and the Reinsurer by an Endorsement  hereto.  Such
Endorsement will then constitute a part of this Contract.



ARTICLE 17 - LOSS FUNDING


This  Article is only  applicable  to those  Reinsurers  who cannot  qualify for
credit by the State,  meaning the state,  province or Federal  authority  having
jurisdiction over the Company's loss reserves.


As  regards  policies  issue by the  Company  coming  within  the  scope of this
Contract,  the  Company  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  Reinsurer a statement
showing the proportion of such loss reserves which is applicable to them.


The Reinsurer  hereby  agrees that it will apply for and secure  delivery to the
Company a clean irrevocable and unconditional  Letter of Credit issued by a bank
chosen by the Reinsurer and acceptable to the appropriate insurance authorities,
in an amount equal to the Reinsurer's proportion of the loss reserves in respect
of known  outstanding  losses  that  have been  reported  to the  Reinsurer  and
allocated loss expenses  relating thereto as shown in the statement  prepared by
the Company.  Under no  circumstances  shall any amount  relating to reserves in
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 Company by certified or
registered mail that it elects not to consider the Letter of Credit extended for
any additional period.


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The Company,  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 Contract
under which the Letter of Credit is held, and for the following purposes only:


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


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


     In the event of  expiration  of the Letter of Credit as provided for above,
to establish deposit of the Reinsurer's share of known and reported  outstanding
losses and allocated loss expenses  relating  thereto under this Contract.  Such
cash deposit  shall be held in an interest  bearing  account  separate  from the
Company's other assets,  and interest thereon shall accrue to the benefit of the
Reinsurer.  It is understood  and agreed that this procedure will be implemented
only in exceptional  circumstances  and that, if it is implemented,  the Company
will ensure that a rate of interest  is  obtained  for the  Reinsurer  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 the Company  will  account to the
Reinsurer  on an annual  basis for all  interest  accruing  on the cash  deposit
account for the benefit of the Reinsurer.


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 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
semiannually,  the  Company  shall  prepare a specific  statement,  for the sole
purpose of amending the Letter of Credit,  of the Reinsurer's share of known and
reported outstanding losses and allocated loss expenses relating thereto. If the
statement  shows that the  Reinsurer's  share of such losses and allocated  loss
expenses  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 Company 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 the Reinsurer'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, the Company shall,  within thirty (30) days after receipt
of written request


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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 18 - INSOLVENCY


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


In the event of  insolvency  of the  Company,  the  liquidator  or  receiver  or
statutory successor of the Company shall give written notice to the Reinsurer of
the  pendency  of a claim  filed  against  the Company 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 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
Company or its liquidator or receiver or statutory successor.  The expenses thus
incurred  by the  Reinsurer  shall be  chargeable,  subject  to court  approval,
against  the Company as part of the  expense of  liquidation  to the extent of a
proportionate  share of the benefits which may accrue to the Company solely as a
result of the defense so undertaken by the Reinsurer.


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


It is further  understood and agreed that, 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 or statutory successor,
except  a) where  this  Contract  specifically  provides  another  payee of such
reinsurance  in the  event of the  insolvency  of the  Company  and 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.


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


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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 Contract, 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, 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
Chicago, Illinois. 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.


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


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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 Contract.



ARTICLE 20 - CHOICE OF LAW


This  Contract,  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 - INTER-COMPANY POOLING


It is  understood  and  agreed  that  the  Company  has  entered  into  the  CNA
Reinsurance  Pooling  Agreement whereby it assumes 100% (one hundred percent) of
the  liability  of  the  other  participants  in  the  CNA  Reinsurance  Pooling
Agreement.  This present Contract  protects such assumed  liability and attaches
prior to  redistribution,  if any,  within  the  participating  companies.  Such
redistribution  shall be disregarded for all purposes of this present  Contract.
For all purposes of this  present  Contract,  other member  companies of the CNA
Reinsurance  Pooling Agreement are: National Fire Insurance Company of Hartford,
American  Casualty  Company of Reading  Pennsylvania,  Transportation  Insurance
Company, Transcontinental Insurance Company, Valley Forge Insurance Company, CNA
Casualty of California, CNA Lloyd's of Texas and Columbia Casualty Company.


It is also  understood  and agreed that the Company  shall include the insurance
companies of the Continental  Corporation which are affiliated with,  controlled
by or under common management of CNA.



ARTICLE 22- ENTIRE CONTRACT


This  Contract 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
Agreement - 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.


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ARTICLE 23 - 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 Contract,
or any portion thereof, as to risks or properties located in the jurisdiction of
such  authority,  either the Company or the Reinsurer may upon written notice to
the other  suspend,  abrogate,  or amend this Contract  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
Contract shall in no way affect any other portion thereof.


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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 Contract:



on this      day of                          1998


CONTINENTAL CASUALTY COMPANY



By: ________________________________________________



Attested by: _________________________________________



and on this  day of                          1998


IGF INSURANCE COMPANY
and its AFFILIATED COMPANIES



By: ________________________________________________



Attested by:__________________________________________










                      MULTIPLE PERIL CROP INSURANCE (MPCI)
                              QUOTA SHARE CONTRACT
                         (referred to as the "Contract")
                             Effective: July 1, 1997


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                                    issued to
                          Continental Casualty Company
                         (referred to as the "Company")
                                       by
                              IGF Insurance Company
                          and its Affiliated Companies
                        (referred to as the "Reinsurer")







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