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                                                                   EXHIBIT 10.34

STD(CM)(TP)G93                                                Member Code: 53624

                         LLOYD'S SECURITY AND TRUST DEED
                      (Letter of Credit and Bank Guarantee)

THIS DEED is made the 29th day of November One thousand nine hundred and ninety
six BETWEEN PXRE LIMITED whose registered office is at 29 ABINGDON ROAD,
KENSINGTON, LONDON W8 6AM and whose registered number is 3099078 (hereinafter
called "the Corporate Member") of the one part and the Society incorporated by
Lloyd's Act 1871 by the name of LLOYD'S (hereinafter called "the Society") of
the other part

WHEREAS:

(A)      The Corporate Member has applied to become or already is a corporate
         underwriting member of the Society and this Deed is made in
         consideration of the Corporate Member's admission to such membership or
         of the continuance of its existing membership.

(B)      In order to comply with the requirement of the Society that
         underwriting members should provide security in respect of their
         underwriting business at Lloyd's by way of inter alia Lloyd's Deposit
         the Corporate Member has agreed to enter into the covenant hereinafter
         contained and has procured that a person approved by the Society to
         issue letters of credit or guarantees (hereinafter called "the
         Guarantor") will either provide the Trustee with an irrevocable letter
         of credit or execute in favour of the Trustee a guarantee in either
         case in a form which has been prescribed by the Society.

(C)      The Corporate Member has executed at the same time as this Deed or will
         shortly execute a deed or deeds (in a form approved by the Secretary of
         State under the Insurance Companies Act 1982) entitled Lloyd's Premiums
         Trust Deed declaring trusts upon which the premiums and other moneys
         received by or on behalf of the Corporate Member in connection with
         insurance business other than long term insurance business are to be
         held.

NOW THIS DEED made for the consideration aforesaid WITNESSETH and it is hereby
AGREED AND DECLARED as follows:

1.                In this Deed unless the context otherwise requires:

Definitions

                  "the Beneficiaries" means all persons to whom the Corporate
                  Member is or may at any time before the Termination Date
                  become financially liable by reason of any default in respect
                  of any of the Corporate Member's Lloyd's obligations and the
                  singular has a corresponding meaning

                  "the Council" means the Council of Lloyd's or (in relation to
                  any duty responsibility right power or discretion which is
                  hereby imposed or conferred upon the Council but which has for
                  the time being been delegated by the Council to the Committee
                  pursuant to section 6(6)(a) of Lloyd's Act 1982) the Committee

                  "the Committee" means the Committee of Lloyd's

                  "funds at Lloyd's" means, at any given time, the amount of the
                  funds at Lloyd's (as defined in the Membership Byelaw (No. 17
                  of 1993)) which at that time the Corporate Member is obliged
                  to maintain in respect of its insurance business other than
                  long term insurance business under the requirements of the
                  Council





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                  "insurance" includes assurance reinsurance and reassurance

                  "Lloyd's obligations" in relation to the Corporate Member
                  means all underwriting obligations incurred by the Corporate
                  Member as an underwriting member of the Society at any time
                  before the Termination Date and includes obligations to the
                  Society and the Trustees and obligations arising under:

                  (a)      The byelaws regulations rules directions or other
                           requirements of the Society and

                  (b)      any deed contract instrument or other arrangement of
                           any kind approved by the Society

                  but does not include obligations arising in respect of any
                  letter of credit guarantee or other security given to secure
                  the performance of any of the said underwriting obligations in
                  favour of the person giving such guarantee or other security

                  "long term insurance business" means long term business and
                  includes ordinary long term insurance business as defined in
                  the Insurance Companies Act 1982 (or any amendment or
                  re-enactment thereof)

                  "the managing agent" means the person for the time being
                  acting as the Corporate Member's managing agent in respect of
                  any part of the Corporate Member's underwriting business at
                  Lloyd's

                  "the Premiums Trust Deed" means the deed or any one of the
                  deeds referred to in recital (C) hereof and includes any
                  further such deed which may hereafter be executed by the
                  Corporate Member in addition thereto or substitution therefor

                  "the Premiums Trustees" means the trustees for the time being
                  of the Premiums Trust Deed

                  "the Premiums Trust Fund" means the fund of premiums and other
                  moneys held from time to time by or under the control of the
                  Premiums Trustees upon the trusts of the Premiums Trust Deed

                  "property" includes securities and all choses in action
                  whether the system by which they are recorded held and
                  transferred is based on written documents or on computer
                  records or on some combination of the two

                  "qualifying reserves" means, at any given time, the aggregate
                  value of any funds at Lloyd's maintained by the Corporate
                  Member otherwise than under this Deed in respect of its
                  insurance business other than long term insurance business,
                  such value being determined as at the most recent valuation
                  date applicable under the requirements of the Council relating
                  to funds at Lloyd's and being calculated in accordance with
                  those requirements

                  "requirements of the Council" means any requirement imposed by
                  any byelaw or regulation made under Lloyd's Acts 1871 to 1982,
                  any condition or requirement imposed or direction given under
                  any such byelaw or regulation, any direction given under
                  section 6 of Lloyd's Act 1982, any requirement imposed by or
                  under any undertaking given to the Society or to the Council
                  by the Corporate Member or the Covenantor and any other
                  requirement imposed or direction given by the Council under
                  Lloyd's Acts 1871 to 1982

                  "securities" includes shares stock and debentures of all
                  descriptions whether the system by which they are recorded
                  held and transferred is based on written documents or on
                  computer records or on some combination of the two





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                  "Special Reserve Funds" means funds set up in accordance with
                  arrangements referred to in sections 452 to 456 of the Income
                  and Corporation Taxes Act 1988 or section 175 of, and Schedule
                  20 to, the Finance Act 1993 (or in each case any amendment or
                  re-enactment thereof) and the singular has a corresponding
                  meaning

                  "the Termination Date" means the 80th anniversary of the date
                  of this Deed (so that the perpetuity period applicable hereto
                  shall be 80 years)

                  "the Trustees" means the society and the other trustees for
                  the time being of the trusts hereby created and the singular
                  has a corresponding meaning

                  "the Trust Fund" means the letter of credit or guarantee
                  mentioned in recital (B) hereof and the Corporate Member's
                  covenant in clause 2(b) hereof and the full benefit of each of
                  them and all moneys or other property hereafter at any time
                  paid or transferred to or under the direct or indirect control
                  of the Trustees upon the trusts hereof and all accumulations
                  of income and the investments and other property hereafter for
                  the time being representing the same.

2.                In consideration of the Corporate Member's admission as an 
Corporate         underwriting member of the society (or of the continuance of 
Member's          such membership) the Corporate member hereby:
Declaration
and               (a)      with the intention of establishing a binding trust 
Covenant                   for the benefit of the Beneficiaries irrevocably 
                           declares and directs that the Trust Fund shall
                           henceforth be held by the Trustees upon and with and
                           subject to the trusts powers and provisions set out
                           herein;

                  (b)      covenants with the Trustees that if and whenever the
                           Trustees on or before the Termination Date serve on
                           the Corporate Member a written demand for the payment
                           of a sum on account of its funds at Lloyd's the
                           Corporate Member will within 30 days thereafter pay
                           such sum to the Trustees to be held by them upon the
                           trusts hereof

                           Provided that the Corporate Member's aggregate
                           liability hereunder shall be limited to the sum for
                           the time being required from the Corporate Member by
                           way of funds at Lloyd's less any qualifying reserves;

                  (c)      covenants with the Trustees that as security for the
                           Corporate Member's foregoing obligation the Corporate
                           Member will procure that the Guarantor will:

                           (i)      maintain in full force the letter of credit
                                    or guarantee mentioned in recital (B)
                                    hereof; and

                           (ii)     from time to time so renew or extend the
                                    said letter of credit or guarantee that it
                                    shall at all times be valid and enforceable
                                    for at least the next four years;

                  (d)      covenants with the Trustees that whenever any sum is
                           paid to the Premiums Trustees or otherwise applied
                           under clause 5(b) hereof the Corporate Member will
                           thereafter (if so required by the Society) procure
                           that before any further payment is made to the
                           Corporate Member out of the future profits of the
                           Corporate Member's underwriting business at Lloyd's
                           there shall be paid to the Trustees out of such
                           profits sums equal in the aggregate to the sum so
                           paid or applied to be held by the Trustees as an
                           accretion to the Trust Fund; and

                  (e)      by way of security for the performance of the
                           foregoing covenant charges the future profits of the
                           said business with payment of all sums from time to
                           time payable to the Trustees thereunder (subject to
                           any prior charge contained in the Premiums Trust
                           Deed)





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                           and for that purpose and to that extent assigns the
                           said profits to the Trustees to hold upon the trusts
                           hereof.

3.                The Trustees shall hold the Trust Fund upon trust that they
Trust to Sell     may either allow the same or any part of it to remain as
or Retain         actually invested so long as they think fit or may at their
                  discretion sell call in or convert into money the same or any
                  part of it and shall invest the moneys produced thereby and
                  any other capital moneys held upon the trusts hereof in any
                  investments hereby authorised with power to vary or transpose
                  any investments for others hereby authorised.

4.                The Trustees shall stand possessed of the Trust Fund and the
Powers of         income thereof:
Appointment
and               (a)      upon such trusts for the benefit of the Corporate
Determination              Member or the Beneficiaries or any one or more of
                           them exclusive of the others in such shares and
                           subject to such terms and limitations and with such
                           discretionary trusts and powers exercisable by such
                           persons as the Society shall from time to time (for
                           the purpose for promoting the effective securing
                           of the Corporate Member's Lloyd's obligations or
                           the beneficial and convenient execution and
                           administration of the trusts hereof) by deed or
                           deeds revocable or irrevocable executed before the
                           Termination Date but without infringing the rule
                           against perpetuities appoint;

                  (b)      upon trust if the Society shall at any time or times
                           before the Termination Date by deed declare that the
                           trusts hereby created are determined in respect of
                           the Trust Fund or any part of it to pay and transfer
                           the same to the Corporate Member absolutely.

5.                In default of and subject to any such appointment or 
Trusts            declaration the Trustees shall hold the Trust Fund and its
                  income upon the following trusts:

                  (a)      Until the Termination Date the income of the Trust
                           Fund shall be held upon and subject to the following
                           trusts and powers:

                           (i)      subject as hereinafter provided upon trust
                                    for the Corporate Member absolutely;

                           (ii)     if and whenever the Trustees determine that
                                    an event has occurred which brings into
                                    operation any of the trusts or powers
                                    contained in clause 5(b) hereof then
                                    (subject to those trusts and powers) upon
                                    trust to accumulate the subsequent income
                                    and add it to the capital of the Trust Fund;

                           (iii)    whenever the income is subject to
                                    accumulation as aforesaid the Trustees may
                                    at their discretion (exercisable in
                                    accordance with the requirements of the
                                    Council) by written instrument declare that
                                    accumulation shall cease whereupon the
                                    subsequent income shall be subject to all
                                    the provisions of this clause 5(a);

                  (b)      Until the Termination Date the Trust Fund and its
                           income shall be held upon and subject to the
                           following trusts or powers:

                           (i)      if and whenever the Corporate Member shall
                                    make default in respect of any of the
                                    Corporate Member's Lloyd's obligations the
                                    Trustees may apply the Trust Fund or its
                                    income or any part thereof in discharging or
                                    making good such default in such manner and
                                    to such extent as the Trustees think fit
                                    (whether by payment direct to the
                                    Beneficiary affected reinsurance purchase of
                                    claims or returns of premiums or otherwise);

                           (ii)     if and whenever it appears to the Trustees
                                    from a certificate or report of auditors
                                    approved by the Council that either





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                                    (aa)    insufficient assets are available in
                                            the Premiums Trust Fund to meet the
                                            Corporate Member's Lloyd's
                                            obligations; or

                                    (bb)    the Corporate Member has sustained
                                            on a closed underwriting account an
                                            ascertained loss which has not been
                                            funded;

                                    The Trustees may pay or apply the Trust Fund
                                    or its income or any part thereof in any
                                    manner directed by the Premiums Trust Deed
                                    for the payment or application of the
                                    Premiums Trust Fund or may pay the same to
                                    the Premiums Trustees as an accretion to the
                                    Premiums Trust Fund;

                           (iii)    if and whenever it shall be established to
                                    the satisfaction of the Trustees that any
                                    person (including the Society) has at any
                                    time (with or without the knowledge and
                                    consent of the Corporate Member) in good
                                    faith applied moneys not belonging to the
                                    Corporate Member in or towards the discharge
                                    of any claim accepted by the managing agent
                                    upon any contract of insurance underwritten
                                    at Lloyd's by or on account of the Corporate
                                    Member the Trustees may act under sub-clause
                                    (b)(i) above as if the Corporate Member was
                                    in default in respect of such claim and as
                                    if the person so applying such moneys was a
                                    Beneficiary;

                  (c)      Subject as aforesaid the Trust Fund and its income
                           shall be held upon the following trusts:

                           (i)      if before the Termination Date the Corporate
                                    Member shall cease (for any reason
                                    whatsoever) to be a person obliged under the
                                    requirements of the Council maintain funds
                                    at Lloyd's and it shall be established to
                                    the satisfaction of the Trustees that all
                                    the Corporate Member's Lloyd's obligations
                                    have been discharged or otherwise finally
                                    provided for the Trustees shall hold the
                                    Trust Fund and its income upon trust for the
                                    Corporate Member absolutely;

                           (ii)     subject as aforesaid the Trustees shall at
                                    the Termination Date pay and transfer the
                                    Trust Fund and its income to the Premiums
                                    Trustees as an accretion to the Premiums
                                    Trust Fund and to be held by them upon the
                                    trusts of the Premiums Trust Deed;

                  (d)      Subject as aforesaid the Trust Fund and its income
                           shall be held upon trust for the Corporate Member
                           absolutely.

6.                Notwithstanding anything hereinbefore contained:
Release and
Advancement       (a)      The Society may at any time or times before the
                           Termination Date:

                           (i)      by deed release wholly or in part all or any
                                    of the discretionary trusts or powers hereby
                                    conferred on the Trustees in respect of the
                                    whole or any part of the income or capital
                                    of the Trust Fund; or

                           (ii)     by written instrument release wholly or in
                                    part all or any of the Corporate Member's
                                    outstanding obligations under clause 2
                                    hereof;

                  (b)      Section 32 of the Trustee Act 1925 shall apply to the
                           Trust Fund but as if all the provisos in subsection
                           (1) were omitted.

7.                Subject to the requirements of the Council:

Powers of





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Investment        (a)      Moneys to be invested hereunder may be applied or
                           invested in the purchase of any investments or
                           property for the time being authorised by the Council
                           for the investment of Lloyd's Deposits (whether
                           producing income or not and whether properly
                           described as investments or not and whether or not
                           within the range of investments authorised by law for
                           the investment of trust funds);

                  (b)      Securities comprised in the Trust Fund may be
                           deposited with or lent (with or without security) to
                           any incorporated company or building society or bank
                           or discount house or local or governmental authority
                           other than any of the following:

                           (i)      the corporate Member itself;

                           (ii)     any company which is an associate of the
                                    Corporate Member for the purposes of section
                                    435 of the Insolvency Act 1986 (or any
                                    amendment or re-enactment thereof);

                           (iii)    any other corporate member of the Society.

                  (c)      Any part of the Trust Fund may be pooled with other
                           property held in the names or under the control of
                           the Trustees or of the Trustees jointly with other
                           trustees upon the trusts of other Lloyd's Deposits or
                           of Lloyd's Special Reserve Funds or Premiums Trust
                           Funds including the Premiums Trust Fund and may
                           accordingly be deposited or otherwise applied
                           together with such other sums and without any
                           obligation to keep them separate;

                  (d)      Moneys may be invested in securities or property in
                           any part of the world which are recorded held and
                           transferred by an officially established or
                           officially regulated system which is based wholly or
                           partly on computer records (including in particular
                           the systems currently operated in the USA under the
                           names of the "Fedwire" and the Depository Trust
                           Company).

         8.                         In the administration of the trusts hereof
                                    the Trustees shall have the following powers
                                    in addition

Other Powers      to those conferred on them by law:

                  (a)               Power to cause or permit the Trust Fund or
                                    any part of it to be held in the name or
                                    under the direct or indirect control of any
                                    nominee approved for the purpose by the
                                    Council (whether or not one of the Trustees
                                    and whether resident within or outside the
                                    United Kingdom) and to pay the remuneration
                                    and expenses of such nominee out of the
                                    capital or income of the Trust Fund;

                  (b)      Power to participate (whether directly or indirectly
                           through one or more nominees) in any system for the
                           recording holding or transferring of securities or
                           any choses in action which is based wholly or partly
                           on computer records and which is officially
                           established or officially regulated in any part of
                           the world (including in particular any system for the
                           transfer of securities established by the Bank of
                           England and the Stock Exchange under the Stock
                           Transfer Act 1982) and including power (when
                           participating indirectly) to allow a nominee for the
                           purpose of such participation to mix property
                           comprised in the Trust Fund with other property held
                           by that nominee for that purpose;

                  (c)      Power to exercise the voting powers conferred on them
                           as the holders of any securities from time to time
                           comprised in the Trust Fund and to concur in and make
                           any arrangements in connection with any
                           reconstruction amalgamation or winding up of any





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                           company whose securities are so comprised as if the
                           Trustees were absolute owners beneficially entitled;

                  (d)      Power to appropriate any investment or property from
                           time to time forming part of the Trust Fund in its
                           actual state of investment to or towards any share or
                           interest in the Trust Fund upon making such
                           valuations as the Trustees think fit and without
                           obtaining the consent of any person;

                  (e)      Power at any time or times by revocable written
                           instrument to delegate to any person for any period
                           and in any manner and upon any terms (including power
                           for the delegate to sub-delegate) the exercise of any
                           of the administrative powers or discretions hereby
                           conferred on them without being liable for the acts
                           or defaults of any such delegate or sub-delegate or
                           for any loss to the Trust Fund resulting therefrom
                           the power at any time by written instrument to revoke
                           any such delegation, and in particular power so to
                           delegate their powers under clause 3 hereof to any
                           person who appears to them to be fit and proper and
                           who is an authorised or exempted person within the
                           meaning of the Financial Services Act 1986 (or any
                           amendment or re-enactment thereof);

                  (f)      Power to raise and pay out of the Trust Fund (without
                           prejudice to their lien thereon) any taxes charges
                           expenses or other outgoings for which they may be
                           accountable or liable as Trustees hereof or otherwise
                           incurred by the Society or Trustees (in whatever
                           capacity) in connection with these presents or the
                           Corporate Member's membership of the Society or
                           anything done in connection therewith and in this
                           clause 8(f) "taxes" includes any liability of the
                           Trustees or the Society to pay to any person (whether
                           by way of indemnity or otherwise) any amount for or
                           on account of taxes however the rights of that person
                           against the Trustees or the Society may arise.

         9.                         (a)     Nothing herein contained shall
                                            entitle any Beneficiary to receive
                                            any account of the Trust
Accounts and               Fund or its income unless the Trustees have decided
Apportionment              to pay or apply some part thereof for his benefit and
                           have notified him of such decision in writing.

                  (b)      All income of the Trust Fund shall be deemed to
                           accrue wholly on the date of receipt and shall not be
                           apportionable in respect of time.

         10.                        (a)     The Society shall be entitled to
                                            remuneration for acting as a trustee
                                            in accordance with
Society as                 terms and conditions prescribed by the requirements
Trustee                    of the Council.



                  (b)      The Society may retain for its own benefit any fee
                           commission or share of commission to which it may
                           become entitled by reason of any deposit loan or
                           other investment or application of the Trust Fund or
                           any part of it made in the Society's name.

                  (c)      In the professed execution of the trusts and powers
                           hereof neither the Society nor the Council nor the
                           Committee nor any other committee sub-committee or
                           body of persons nor any other agent employee or
                           person through or by which or whom the Society the
                           Council or the Committee may act shall in any
                           circumstances incur any liability to the Corporate
                           Member or to any Beneficiary for negligence.

         11.                        (a)     The statutory power of appointing 
                                            new Trustees shall apply to the
                                            trusts hereby
Trustees                   created and shall at all times be vested in the
                           Society.





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                  (b)      The Society may at any time by deed remove any
                           Trustee (but shall not remove a sole Trustee without
                           appointing at least one other in his place).

                  (c)      A corporation may be appointed as Trustee or
                           custodian trustee whether or not it is within the
                           statutory definition of trust corporation.

                  (d)      A trust corporation shall be entitled to remuneration
                           for its services in accordance with its normal
                           published terms from time to time and any other
                           Trustee (including a corporation) engaged in any
                           profession or business shall be entitled to be paid
                           all usual professional or proper charges for business
                           transacted time expended and acts done by him or any
                           partner or employee of his in connection with the
                           trusts hereof including acts which a trustee not
                           being in any profession or business could have done
                           personally.

                  (e)      Any individual Trustee may act as an officer or
                           employee of any company whose securities are
                           comprised in the Trust Fund or of any subsidiary of
                           any such company and may retain for himself any
                           remuneration which he may receive as such officer or
                           employee notwithstanding that any votes or other
                           rights attached to any such securities may have been
                           instrumental either alone or in conjunction with
                           other matters or by reason of their non-exercise in
                           procuring or continuing for him his position as such
                           officer or employee or that his qualification for any
                           such position may be constituted wholly or partly by
                           the holding of such securities.

                  (f)      In the professed execution of the trusts and powers
                           hereof no Trustee (including the Society) shall be
                           liable for any loss to the Trust Fund arising by
                           reason of any improper investment made in good faith
                           or the negligence or fraud of any delegate or agent
                           appointed or employed by him or by any other Trustee
                           (although such appointment or employment was not
                           strictly necessary or expedient) or by reason of any
                           mistakes or omissions made in good faith by any
                           Trustee or by reason of any other matter or thing
                           except wilful and individual wrongdoing on the part
                           of the Trustee who is sought to be made so liable.

         12.                        (a)     This Deed shall be read and 
                                            construed and take effect in all
                                            respects in accordance with
English Law                English law.

                  (b)      The parties hereto irrevocably and unconditionally
                           submit for all purposes of and in connection with the
                           Deed to the exclusive jurisdiction of the English
                           Courts.

         13.                        The marginal notes herein contained are for
                                    reference only and shall not control the
                                    meaning or

Marginal          effect of this Deed.

Notes

                  IN WITNESS whereof the parties hereto have duly executed this
                  instrument as a deed the day and year first before written

EXECUTED AS A DEED AND
DELIVERED BY PXRE LIMITED
acting by





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/s/ Gerald L. Radke
-------------------------------
Director


/s/ Sanford M. Kimmel
-------------------------------
Director/Secretary

                  The common Seal of Lloyd's was hereunto affixed in
                  the presence of                                         [SEAL]

                  Authorised Signatory

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