Exhibit 10 (b)


                           GENERAL AGENCY AGREEMENT
                     (hereinafter called the "Agreement")

                                   between

                         MILLERS GENERAL AGENCY, INC.

                   (hereinafter called the "General Agent")

                                     and

                     CLARENDON NATIONAL INSURANCE COMPANY
                      (hereinafter called the "Company")

                   made as of the 15th day of August. 2001


                                   RECITALS

           A. The Company would like the General Agent to produce and
 administer the Company's insurance policies and renewals thereof
 ("Policies", or individually, the "Policy") for the insurance cover ages
 listed on Schedule 1 and in the states listed on Schedule 2 during the
 period from the date of this Agreement ("Effective Date") until this
 Agreement terminates, and the General Agent is willing to do so on behalf
 of the Company in accordance with the terms of this Agreement.

           B. The General Agent acknowledges that the Company is at risk
 under, and has ultimate responsibility for, the Policies; therefore, the
 General Agent agrees that the Company has and will retain the authority
 to make the final decision on all matters pertaining to the Policies.

           C. The parties intend that the Company earn a profit from the
 issuance of the Polices. In keeping with that intention, the General Agent
 will diligently perform its duties under this Agreement in an ethical,
 legal and professional manner, and with commercially reasonable efforts.

           D. The parties are concurrently entering into a Claims
 Administration Agreement (the "Claims Agreement") pursuant to which the
 General Agent shall act for the Company as Administrator of claims arising
 under the Policies.

           IN CONSIDERATION OF THE MUTUAL PROMISES EXCHANGED, the parties
 agree as follows:


                                  ARTICLE 1

                            UNDERWRITING AUTHORITY

      1.1 Authority to issue Policies.  From the Effective Date to the
 termination of this Agreement the General Agent shall have the authority to
 issue Policies and binders in compliance with the standards set forth in
 Section 1.5 through duly licensed insurance brokers, agents, producers. or
 similar persons or companies (collectively "Agents"). The appointment of and
 authority granted to the General Agent is not exclusive, and the Company
 may, if it wishes, appoint additional general agents to issue Policies.

      1.2  Appointment of Agents. In those states where the insurer is
 required to appoint Agents, the Agents shall be appointed by or on behalf of
 the Company.  The General Agent shall reimburse the Company for any fees and
 appointment costs (including any costs incurred by the Company or through an
 independent vendor on the Company's behalf to process agency appointments)
 that the Company is required to pay to appoint the General Agent or any
 Agent. The General Agent shall not authorize or permit any Agent to issue
 Policies on behalf of the Company unless the Company has given the General
 Agent its written approval for such authorization.

      1.3 Responsibility for Agents The General Agent shall be solely
 responsible for overseeing the placement of business through Agents, and any
 agreements regarding the placement of such business shall be made directly
 between the General Agent and the Agents. Such agreements shall contain or
 shall be amended to contain language stating that the Agents shall have no
 claim against the Company, and will look solely to the General Agent, to
 recover any costs, expenses, or damages incurred by the Agents as a result
 of any act or omission of the General Agent, whether the General Agent is
 acting on its own behalf or on behalf of the Company. The General Agent
 agrees to indemnify the Company against any fines levied against, or
 expenses incurred by, the Company as a result of (i) the General Agent
 accepting business from an unlicensed Agent, or (ii) the failure of the
 General Agent or any Agent or the Company to comply with any applicable
 statute, rule or requirement regulating the business relationship between
 the Company and the General Agent or any Agent; and the General Agent shall
 promptly notify the Company of any such non-compliance, if the Company fails
 to comply with any such statute, rule or requirement, the General Agent will
 be deemed to have satisfied its indemnity obligation if, not later than
 ninety (90) days before the institution of any action by any regulatory
 agency, it delivers written notice to the Company describing in detail the
 specific portion of any statute, rule or requirement involved and the
 appropriate action that must be taken by the Company to comply with same;
 the notice shall satisfy the General Agents indemnity obligation only as to
 the particular matter specified in the notice.

      1.4  Form 1099. The General Agent shall prepare separate, itemized
 monthly statements of the business placed by each Agent through the General
 Agent, and shall furnish each Agent with an IRS Form 1099 each year when
 required.

      1.5  Standards for Issuing Policies and for Underwriting Services. The
 General Agent is authorized to bind coverage, issue and endorse Policies in
 the name of the Company, and cancel or refuse to renew binders or Policies
 in its reasonable judgment and in accordance with all applicable laws and
 regulations. All underwriting services to be provided by the General Agent
 under this Agreement shall conform to the written standards or guidelines of
 the General Agent ("Underwriting Standards"). The General Agent shall be
 solely responsible for assuring that the Underwriting Standards comply
 with all governmental statutes, rules, or regulations of any applicable
 jurisdiction. Upon signing this Agreement, tile General Agent shall provide
 to the Company a copy of its then in effect Underwriting Standards and the
 General Agent shall provide to the Company any updates, modifications, or
 amendments thereof less than annually throughout the term of this Agreement.
 The General Agent shall perform its obligations in conformity with any
 reasonable standards, instructions, practices or procedures which the
 Company may, from time to time, provide to the General Agent, which
 standards, instructions, practices and procedures shall, when provided
 to the General Agent, become part of the Underwriting Standards. The
 Underwriting Standards shall include, without limitation, the basis of
 premium rates to be charged, the lines of insurance coverages which may be
 written, maximum limits of liability, applicable exclusions from coverage,
 territorial limitations, cancellation provisions, the maximum Policy period,
 and control of Policy issuance. The Underwriting Standards shall also
 include the applicable limitations and exclusions set forth in the Company's
 reinsurance agreements ("Reinsurance Agreements"), a current schedule of
 which is attached hereto, covering business produced under this Agreement
 and the Policies. The Company agrees to, where applicable, provide the
 relevant sections of the Reinsurance Agreements to the General Agent, either
 directly or through a reinsurance intermediary or other representative. Once
 the General Agent receives copies of the Reinsurance Agreements, the
 lmitations and exclusions set forth in the Reinsurance Agreements will
 become part of the Underwriting Standards, and the General Agent will be
 bound by such limitations and exclusions. Notwithstanding the foregoing,
 the Company has and will retain the authority to make the final decisions
 on underwriting matters including, without limitation, the acceptance,
 rejection, or canceling of risks. The General Agent shall adhere to the
 following provisions when exercising its authority under this Agreement:

           (a)  Policies shall be issued only for the coverages listed on
 Schedule 1 and only in the states listed on Schedule 2.

           (b)  Policies shall be issued only in strict accordance with the
 Underwriting Standards for such Policies.

           (c)  The General Agent shall maintain control procedures relating
 to binder and Policy issuance, notification of insureds, and other matters
 relating to Policy administration.

           (d)  Any binder or Policy issued by or at the request of the
 General Agent that does not comply with the Underwriting Standards or the
 Company's explicit written lawful instructions For such Policy shall, at the
 Company's request, be promptly terminated by the General Agent in accordance
 with applicable law; and the General Agent agrees to indemnify the Company
 against any liability arising under or relating to such binder or Policy,
 or its cancellation.

           (e)  The General Agent may not write business in excess of
 $50,000,000 Net Written Premium (i.e. gross written premium less premium
 returned for Policy cancellations) for the first and each subsequent
 Underwriting Year of this Agreement, unless otherwise agreed to in writing
 by the Company and the General Agent. The first Underwriting Year is the
 period From the Effective Date to and including December 31, 2001; and each
 subsequent Underwriting Year will be the period commencing January 1st and
 ending December 31st of such year.

           (f)  Binders shall be issued for a maximum term of thirty (30)
 days and Policies shall be issued for a maximum term of one (1) year.

           (g)  The General Agent shall utilize only insurance contract
 wording, endorsement wording, and rates and rules, that are approved in
 writing by the Company (which approval shall not be unreasonably withheld)
 and, to the extent necessary, are properly flied with or approved in writing
 by the appropriate regulatory authority. Before issuing any Policies, the
 General Agent shall provide to the Company for its review and approval
 the proposed insurance contracts, endorsements, binders, rating plans and
 rules (collectively "Forms and Rates"), to be used by the General Agent in
 administering the Policies. The Forms and Rates shall comply with applicable
 statutes, regulations and directives. The General Agent shall pay all third
 party expenses incurred in (i) preparing the Forms and Rates, and (ii) in
 filing the Forms and Rates with the appropriate regulatory authorities.

           (h) The General Agent hall have no authority to:

                (i)  cede, purchase or bind any reinsurance or retrocessions,
 including, but not limited to. facultative or treaty, on behalf of the
 Company

                (ii) commit the Company to participate in insurance or
 reinsurance syndicates;

                (iii) appoint any Agent without reasonable assurance that
 such Agent is legally licensed to transact the insurance business for which
 it is appointed;

                (iv) collect any payment from a reinsurer or commit the
 Company to a claim settlement with a reinsurer without the Company's prior
 approval; and if such approval is given, a report shall he promptly
 forwarded to the Company by the General Agent;

                (v) permit any of its Agents or any employee of any of its
 Agents to sit on its board of directors;

                (vi) jointly employ an individual who is employed with the
 Company; or

                (vii) appoint a submanaging general agent.

           (i)  The General Agent shall process all assigned risk Policies at
 the same commission rate as provided in Article 2.

           (j)  The Company may require the General Agent to terminate the
 coverage provided by any Policy so long as such termination does not violate
 any law or regulation or contract. If the Company wishes to terminate
 coverage, the Company may instruct the General Agent to send such non-
 renewal or cancellation notice as may be required by the Policy or the
 applicable regulatory authority and the General Agent shall promptly comply
 with such instructions, if the General Agent receives written notice from
 the entity administering claims under the Policies on behalf of the Company
 that sums due the Company from the holder of the Policy (for example,
 deductible reimbursement) are more than thirty (30) days overdue, the
 General Agent shall within three (3) business days thereafter, send written
 notice to the holder of the Policy ("Policyholder") canceling the Policy
 subject to limitations or restrictions imposed by law. If the General Agent
 fails to send such cancellation notice within the time specified, the
 General Agent shall indemnify the Company against any loss suffered by the
 Company which arises out of or relates to such Policy (including covered
 claims under the Policy) from and after the late when the Policy should have
 been canceled by the General Agent.

           (k)  the General Agent is responsible for ensuring that Policies
 are administered according to customary and usual customer service and
 policy administration standards. The General Agent shall promptly respond to
 inquiries, correspondence and communications, whether written, telephonic or
 electronic. Endorsements and all matters affecting the issuance and
 maintenance of Policies shall be performed in a timely and competent manner,
 and in compliance with usual insurance industry and professional standards.
 The General Agent shall ensure that it has sufficient staffing or
 independent contractors to perform all its functions and obligations
 hereunder, and to assist in servicing the business and Policies, as required
 by this Agreement.

           (l)  The General Agent shall ensure that the aggregate limits of
 liability for all Policies issued in any Underwriting Year shall not exceed
 the aggregate exposure limitations or restrictions set forth in the
 Company's Reinsurance Agreements.

      1.6  Insurance Coverages to be Maintained by the General Agent.

           (a)  The General Agent shall maintain an errors and omissions
 insurance policy issued by an insurance carrier with an A.M. Best rating of
 A- or higher or approved by the Company, with policy limits of no less than
 the greater of (i) One Million ($1,000,000) Dollars or (ii) an amount
 sufficient to satisfy the financial responsibility requirements of the
 insurance codes of the applicable states, and with a deductible no greater
 than Fifty Thousand ($500,000) Dollars.  As a condition precedent to the
 Company's entering into this Agreement, The Millers Insurance Company shall
 execute and deliver to the Company a guarantee of payment of the errors and
 omissions deductible shortfall ("E&O Shortfall") for the initial limit of
 $450,000 excess $50,000. The E&O Shortfall shall thereafter be determined
 annually and shall equal the actual deductible under the errors and
 omissions policy minus $50,000, excess $50,000. The guarantee shall be in
 the form attached as Schedule 6

           (b)  If at any time during the term of this Agreement the Company
 makes a determination that the General Agent is a "managing general agent"
 as defined in the New Jersey Managing General Agent's Act and such
 determination is confirmed by the New Jersey Department of Insurance, the
 Company shall so notify the General Agent ("MGA Notification") and the
 General Agent shall within thirty (30) days thereafter obtain and maintain
 the following insurance coverages in lieu of the insurance coverage provided
 for in subparagraph (a):

                (i)  The General Agent shall maintain an errors and omissions
           insurance policy issued by an insurance carrier admitted to
           transact business in the State of New Jersey, or an eligible
           surplus lines insurer, in either case subject to the approval of
           the New Jersey Department of Insurance, with policy limits of no
           less than the greater of (i) One Million $1,000,000) Dollars or
           (ii) Twenty-Five (25%) Percent, up to $10,000,000, of Net Written
           Premium from business attributable to the General Agent for the
           previous calendar year, the coverage hereunder to be adjusted, if
           necessary, on or before April 1 of each year. Proof satisfactory
           to the Company of the issuance and maintenance of such errors and
           omissions policy shall he submitted annually to the Company not
           later than April 30th of each year.

                (ii) The General Agent shall obtain and maintain a surety
           bond for the protection of the Company issued by an insurance
           carrier admitted to transact fidelity and surety business in the
           State of New Jersey and subject to the approval of the New Jersey
           Department of insurance, in an amount of no less than the greater
           of (i) One Million ($1,000,000) Dollars or (ii) Twenty-Five (25%)
           Percent, up to $10,000,000. of Net Written Premium from business
           attributable to the General Agent for the previous calendar year,
           the bond hereunder to be adjusted, if necessary, on or before
           April 1st of each year. The executed bond, as adjusted, shall be
           promptly submitted to the Company.

       1.7  Compliance with Law. The Company and the General Agent shall
 each maintain all licenses and regulatory approvals necessary to conduct the
 business to which this Agreement refers. If an MGA Notification is sent to
 the General Agent, the General Agent shall as soon as practicable thereafter
 apply for a license as an insurance producer in the State of New Jersey,
 whether or not New Jersey is a state in which the General Agent is
 authorized under this Agreement to issue Policies and whether or not the
 General Agent is domiciled or located in a state or states other than New
 Jersey. The General Agent shall be and remain in compliance with, and shall
 ensure that all Agents are in compliance with, the laws and regulations
 which affect the binders, Policies and other regulated documents issued
 pursuant to this Agreement.

       1.8  Company Rates and Forms Approval. The Company shall use
 commercially reasonable efforts to obtain the approval of its rates and
 forms, in the applicable states, at the earliest practicable date after the
 Effective Date.

                                  ARTICLE 2

                                 COMPENSATION

      2.1  For Policies issued or renewed on or before December 31, 2001:

           (a)  Provisional Commission. The Company shall pay the General
 Agent a commission (Provisional Commission") equal to a percentage of Net
 Written Premium as determined by the minimum ceding commission percentage
 ("Ceding Commission") paid or to be paid to the Company under the relevant
 reinsurance treaty, less the Company's retained fee equal to five percent
 (5%), less a retained "Tax Allowance" equal to three percent (3%).
 Provisional Commission shall be paid on a written premium basis to the
 extent Ceding Commission is paid to the Company on a written premium basis.
 In the event Ceding Commission is paid to the Company on a collected premium
 basis, then in such event, notwithstanding anything herein to the contrary,
 the Company shall pay Provisional Commission to the General Agent on a
 collected premium basis. The Company shall also pay the General Agent any
 policy and service fees collected by the General Agent less the applicable
 premium taxes on such fees. The General Agent shall pay the Company a return
 commission ("Return Commission") on return premium and the rate the
 Provisional Commission was paid to the General Agent. "Net Written Premium"
 as used herein shall mean gross written premium less premium returned for
 Policy cancellations.

           (b)  Commission Adjustment. Provisional Commission paid pursuant
 to Section 21(a) herein shall be adjusted so that the adjusted commission
 ("Adjusted Commission") paid under this Agreement will equal one hundred
 percent (100%) percent of ceded commission paid to the Company from its
 reinsurers as if the Company had reinsured 100% of the insured risk under
 the Policies under a quota share reinsurance agreement having the same terms
 and conditions (except for the Company's risk retention) as the actual quota
 share reinsurance agreement ("Quota Share treaty") reinsuring the insured
 risk under the Policies, less the Company's retained fee equal to five
 percent (5%), less the retained tax Allowance. The General Agent will
 receive adjusted commission with respect to l00% of Net Written Premium. The
 Company shall remit any amount by which the Adjusted Commission exceeds the
 commission paid to the General Agent, within thirty (30) days after the
 Company's actual receipt of its adjusted ceding commission remittance from
 its reinsurers pursuant to the terms of the Quota Share Treaty. If the
 Company determines that (i) the commission paid to the General Agent
 exceeded the actual amount of the Adjusted Commission to which the General
 Agent was entitled, the General Agent shall pay the excess amount to the
 Company within five (5) business days after demand. If the ceding commission
 under the Quota Share Treaty is modified after the date hereof the General
 Agency shall continue to receive one hundred percent (100%) of the modified
 ceding commission, as modified above.

      2.2  For Policies issued or renewed on or after January 1, 2002:

           (a)  Provisional Commission. The Company shall pay the General
 Agent a commission ("Provisional Commission") equal to a percentage of Net
 Written Premium as determined by the minimum ceding commission percentage
 ("Ceding Commission") paid or to be paid to the Company under the relevant
 reinsurance treaty, less the Company's retained fee equal to five percent
 (5%), less a retained tax Allowance equal to three percent (3%). Provisional
 Commission shall be paid on a written premium basis to the extent Ceding
 Commission is paid to the Company on a written premium basis. In the event
 Ceding Commission is paid to the Company on a collected premium basis, then
 in such event, notwithstanding anything herein to the contrary, the Company
 shall pay Provisional Commission to the General Agent on a collected premium
 basis. The Company shall also pay the General Agent any policy and service
 fees collected by the General Agent less the applicable premium taxes on
 such fees. The General Agent shall pay the Company a return commission
 ("Retort Commission") on return premium at the rate the Provisional
 Commission was paid to the General Agent. "Net Written Premium" as used
 herein shall mean gross written premium less premium returned for Policy
 cancellations.

           (b)  Profit Sharing Commission. In addition to the Provisional
 Commission, the Company shall pay the General Agent a commission ("Profit
 Sharing Commission") equal to one hundred percent(100%) percent of the
 profit sharing remittance, if any, which would be due the Company from its
 reinsurers if the Company had reinsured 100% of the insured risk under the
 Policies under a quota share reinsurance agreement having the same terms and
 conditions (except for the Company's risk retention) as the actual quota
 share reinsurance agreement ("Quota Share Treaty") reinsuring the insured
 risk under the Policies. The General Agent will receive profit sharing
 commission with respect to 100% of Net Written Premium. The Company shall
 remit any Profit Sharing Commission to the General Agent within thirty (30)
 days after the Company's actual receipt of its profit sharing remittance
 from its reinsurers pursuant to the terms of the Quota Share Treaty. If the
 Company determines that (i) the Profit Sharing Commission it paid to the
 General Agent exceeded the actual amount of Profit Sharing Commission to
 which the General Agent was entitled, the General Agent shall pay the excess
 amount to the Company within five (5) business days after demand. If the
 ceding commission under the Quota Share Treaty is modified after the date
 here of the General Agency shall continue to receive one hundred percent
 (100%) of the modified ceding commission, as modified above.


                                  ARTICLE 3

                       RECORDS, REPORTS AND PROCEDURES

      3.1 General. The General Agent shall prepare and maintain complete,
 accurate and orderly underwriting books, files, records and accounts of all
 transactions involving the business transacted pursuant to this Agreement,
 and will maintain same in accordance with generally accepted insurance and
 accounting practices. The Company's representatives, at the Company's
 expense, shall have the right (but not the obligation) from time to time,
 during normal business hours, on reasonable notice to thc General Agent, to
 inspect, audit, copy and make extracts from the General Agent's books,
 files, records and accounts relating to business transacted pursuant to this
 Agreement.

      3.2 Premiums and Premium Bank Account. The General Agent shall remit
 to the Company all premiums due the Company, whether collected or not, which
 premiums shall be calculated from the effective date of coverage under the
 applicable Policies. Immediately upon receipt, the General Agent shall
 deposit all premiums and other funds collected in respect of the Policies
 into a deposit-only bank account to be established and controlled by the
 Company alone ("Premium Bank Account"). The General Agent shall be deemed to
 have a fiduciary responsibility to the Company with respect to such premiums
 and other funds. If premium is not paid by a holder of a Policy when it is
 due, the General Agent shall cancel the Policy in accordance with the
 Underwriting Standards. The General Agent shall, nevertheless, be and remain
 responsible for depositing into the Premium Bank  Account all premiums as
 and when due whether collected or not, calculated from the effective date of
 the Policies involved to the termination date of such Policies. The General
 Agent shall have no right of offset against premium or return premium.

      3.3 Policy Collection Register. All funds deposited into the Premium
 Bank Account shall be supported by the "Policy Collection Register" (defined
 in Schedule 3). The General Agent shall reconcile cash deposited into the
 Premium Bank Account to the Policy Collection Register on a monthly basis.

      3.4 Policy Register. The General Agent shall maintain and furnish to
 the Company, or its data processing facility, a "Policy Register" (as
 defined in Schedule 3). The General Agent shall process and include all
 bound Policies on the Policy Register within ten (10) days after each
 Policy's effective date.

      3.5 Receivable Register. The General Agent shall establish and
 maintain a "Receivable Register" (as defined in Schedule 3) and shall
 furnish a copy each month to the Company. The Receivable Register shall be
 reconciled each month in the manner provided in Schedule 3

      3.6 Return Premium Register. The General Agent shall establish and
 maintain a "Return Premium Register" (as defined in Schedule 3) setting
 forth return premium paid for each Policy canceled and/or return premium
 endorsement.

      3.7 Operating Account. The Company shall establish, fund and maintain
 a separate bank account ("Operating Account") upon which the General Agent
 may draw to pay return premium due holders of Policies and Provisional
 Commission due the General Agent. Provisional Commission maybe withdrawn on
 a weekly basis provided the applicable Policies have been recorded in the
 Policy Collection Register and the premiums have been deposited in the
 Premium Bank Account. The General Agent shall deposit in the Operating
 Account any Return Commission due the Company. The General Agent shall
 reconcile all disbursements from the Operating Account each month by type
 and amount of disbursement (e.g. return premium. Provisional Commission,
 commissions due to or from Agents), and a copy of such reconciliation, when
 completed, shall be furnished to the Company.

      3.8 Procedures.

           (a)  The General Agent shall establish and maintain written
 operational procedures to handle all business related to the Policies.

           (b)  All reports and reconciliations to be provided to the Company
 under this Article 3 (whether in hard copy or maintained on computers) shall
 be forwarded to the Company not later than seven (7) days after the end of
 each month. The electronic files maintained by the General Agent shall be
 delivered to the Company as frequently as may be reasonably requested by the
 Company. The General Agent shall also, at the Company's request, furnish the
 Company with updated copies of the General Agent's computer data base
 ("Data") maintained in support of the business written pursuant to this
 Agreement. The data shall be in a format (i) reasonably acceptable to thc
 Company and any entity which requires that the Company supply it with the
 Data, (ii) readable on the Company's or such entity's computer system. and
 (iii) which complies with the file layout specifications set forth on
 Schedule 4, or any subsequent file layout specifications provided to the
 General Agent by the Company. The Data shall include all information
 contained in the Registers described in Schedule 3. The reports to be
 provided to the Company shall include, but shall not be limited to
 information, and statistical data (i) required by the Insurance Services
 Office ("ISO"). (ii) necessary for the Company to prepare any reports
 required by the National Association of Insurance Commissioners or National
 Council of compensation Insurers (including unit statistical reports and
 data calls relating to any workers' compensation Policies), and (iii)
 necessary for any other purpose the Company may reasonably require same
 including, without limitation; (A) to monitor and evaluate the business
 written under this Agreement; (B) to comply with any reporting requirements
 under any applicable reinsurance agreements; and (C) to comply with any
 current or future state or rating agency reporting requirements The General
 Agency shall also prepare completed reports for the ISO including the data
 and detail required by the ISO, and in the format required by the ISO, and
 shall (i) submit such reports directly to the ISO with a copy to the
 Company, or (ii) submit such reports to the Company for transmission to the
 ISO. Any request by the Company for information to monitor and evaluate the
 business written under this Agreement, to comply with reporting requirements
 under reinsurance agreements or to comply with current or future state or
 other reporting requirements shall be deemed a reasonable request
 Notwithstanding anything to the contrary elsewhere in this Agreement, the
 General Agent shall deliver all such reports to the Company at least fifteen
 (15) days before applicable filing deadlines.

           (c)  The General Agent shall own the book of business which is the
 subject of this Agreement, including without limitation, the Policy renewals
 and expirations, the Policyholder list, the list of Agents, all financial
 information, relating to the Policies (including rating. underwriting and
 loss information), and any and all goodwill and trade secrets relating
 thereto (the "Book of Business"). The Company acknowledges the General
 Agent's ownership of the Book of Business and agrees to preserve and protect
 such assets on behalf of the General Agent. The Company shall further
 preserve and protect all Data and confidential information pertaining to
 the Book of Business (the "Confidential Information") Clarendon will hold
 and will cause its respective employees and employees of its affiliate
 companies, to hold in strict confidence the Confidential Information (except
 to the extent that such information can be shown to have been (i) previously
 known to Clarendon (or its respective affiliates) prior to its disclosure
 (ii) in the public domain through no fault of Clarendon or (iii) later
 lawfully acquired by Clarendon (or its respective affiliates) from other
 sources), and will not release or disclose such information to any other
 person, except in connection with this Agreement to its respective auditors,
 actuaries, attorneys, financial advisors and other consultants or advisors.
 Clarendon and its respective representatives may provide such Confidential
 Information in response judicial or administrative processes or applicable
 governmental laws, rules, regulations, orders or ordinances, but only that
 portion of the Confidential Information which, on the advice of counsel. is
 legally required to be furnished, and provided that Clarendon notifies the
 General Agent of its obligation to provide such information and fully
 cooperates with the General Agent to protect the confidentiality of such
 Confidential Information under applicable law. The Company further agrees
 that, in no event, shall it, directly or indirectly, deliver, discuss or
 make available any Confidential Information to anyone who is known by the
 Company to be involved directly or indirectly with the operations,
 performance, strategies or management of any other person or entity
 that is a competitor of the General Agent.

           (d)  The General Agent may not move the Book of Business to
 another carrier (other than to move a minimum amount of business to an
 affiliate to comply with Texas statutory requirements):  (i) until May 1,
 2003, or (ii) unless the Company terminates this Agreement without cause
 pursuant to Section 7.1(a), or (iii) unless this Agreement has been
 terminated with cause under section 7.2(b), 7.2(e), 7.2(h), 7.2(i) or 7.2(j)
 herein. During the term of this Agreement. the General Agent shall provide
 the Company will, a right of first refusal with respect to all new proposals
 for new programs.

           (e)  The General Agent shall maintain permanent copies of
 Policies, applications for Policies and correspondence relating to Policies,
 as hard copies, on microfiche, or archived on fixed or movable media. These
 permanent copies shall not be destroyed without the prior written permission
 of the Company for a period of at least five (5) years from the termination
 date of the applicable Policy, or the period specified by the applicable
 state statute regulating preservation of records, whichever is longer. The
 General Agent shall provide reasonable access to, and copies of, its books
 and records to any insurance department having jurisdiction with respect to
 the Policies, in such form as may by usable by the department.

           (f)  Within ninety (90) days after the end of each of its fiscal
 years the General Agent shall furnish the Company with copies of its
 financial statements certified as true complete and accurate by its chief
 executive officer and chief financial officer.

           (g)  The Company's acceptance of any deposit of funds to the
 Premium Bank Account, or any transfer of funds to or from the Operating
 Account, shall not be deemed an acknowledgment by the Company of the
 accuracy of any report submitted by the General Agent, nor shall it be
 deemed a waiver of any right or remedy of the Company under this Agreement
 or at law.

           (h)  If the General Agent or the Company receives an inquiry or
 complaint from any regulatory authority having jurisdiction concerning a
 violation of insurance law or regulation, or a complaint disputing coverage
 under any Policy, or any processor litigation document, or threat of
 litigation, with respect to any matter covered in this Agreement, prompt
 notice and a true copy shall be given to the other party. If a response
 affecting the Company is required. the General Agent shall, within five (5)
 business days (or such lesser time period as may be allowed by the
 applicable regulatory authority or by any process) after the receipt of the
 inquiry, complaint or other notice, draft a response and submit the draft to
 the Company for its prior approval before submission of the response. The
 Company's approval shall be implied if he General Agent does not receive
 comments within 7 days of its submission to the Company.

           (i)  The Company may suspend the General Agent's underwriting
 authority for such periods as the Company may determine in the event the
 General Agent breaches any material provision of this Agreement.


                                  ARTICLE 4

                                  EXPENSES

      4.1  General Agent's Expenses. The General Agent shall pay all expenses
 incurred by it in connection with marketing, producing, underwriting and
 servicing the Policies including, but not limited to, the following:

           (a)  Printing of proposals, Policy jackets, contracts of
 insurance, endorsements, cancellation notices, premium notices, records and
 reports, and all other documents required to fulfill the obligations of the
 General Agent under this Agreement.

           (b)  Advertising, public relations and transportation expenses
 pertaining to the Policies. The General Agent shall obtain the prior written
 approval of the Company before issuing any advertisement, circular,
 pamphlet, or other publication which refers to the Company.

           (c)  The General Agent's office expenses, including rent, salaries
 of its personnel, utilities, data processing performed by or at the request
 of the General Agent, furniture, fixtures, equipment, supplies, telephone,
 postage, and other general overhead expenses.

           (d)  Agent and subcontractor expenses including processing costs,
 compliance costs, licensing costs, fees and appointment costs (including any
 costs incurred by the Company or through an independent vendor on the
 Company's behalf to process agency appointments).

           (e)  Compliance work expenses, licensing costs and processing
 costs (including the cost of rate and form filings for approval by the
 appropriate regulatory authorities).

      4.2  Company's Expenses. The Company shall pay all expenses directly
 attributable to its overhead and operations.

      4.3  Recovery Expenses in the Event of Breach. In addition to all other
 rights and remedies of the Company under this Agreement and at law, the
 Company shall he entitled to immediate payment or reimbursement from the
 General Agent for all Expenses (as later defined) incurred or paid by the
 Company by reason of the General Agent's breach or non-performance of any
 obligation on its part to be observed or performed under this Agreement. The
 obligations of the General Agent referred to in this Section 4.3 include,
 but are not limited to:

           (a)  the obligation to deposit report and remit premiums to the
 Company;

           (b)  the obligation to remit return premiums to insureds when due

           (c)  the obligation to process all Policies, endorsements, and
 notices of cancellation or non-renewal, pursuant to, and otherwise to be in
 compliance with, the Underwriting Standards;

           (d)  the obligation to comply with the Company's Agent appointment
 procedures;

           (e)  the obligation to observe and comply with applicable laws,
 regulations, rules and rates affecting the transaction of business under
 this Agreement: and

           (f)  the obligation to comply with Article 3 of this Agreement.

 The term Expenses as used in this Agreement shall include, but shall not be
 limited to reasonable and necessary costs, charges, fines, penalties, and
 the following reasonable and necessary expenses: legal, accounting, data
 processing, file retrieval, software, clerical help, professional services,
 travel, and all internal expenses of the Company related to the business
 covered by this Agreement. The General Agent shall pay or reimburse the
 Company for all Expenses immediately upon receipt of a written statement
 setting forth such Expenses. Interest at the rate of the lesser of (i) 18%
 per annum or (ii) the highest rate of interest permitted by applicable law,
 shall accrue with respect to any Expenses remaining unpaid for thirty (30)
 days after presentation of such statement until payment in full of the
 Expenses with accrued interest.


                                  ARTICLE 5

                                  INDEMNITY

      5.1  General Agent's Indemnity. The General Agent agrees to indemnify
 the Company, its subsidiaries, successors and assigns, and the shareholders,
 directors, officers, agents and employees of any of them (collectively
 "Company lndemnitees"), against and in respect of any and all claims (not
 including covered claims made under any Policy properly issued in accordance
 with this Agreement), demands, actions, proceedings, liability, losses,
 damages (except consequential damages), judgments, costs and expenses,
 including, without imitation, attorneys' fees, disbursements, and court
 costs, and any loss in excess of Policy limits, as well as extra-contractual
 obligations, including but not limited to punitive, exemplary, or
 compensatory damages, suffered, made or instituted against or incurred by
 the Company Indemnitees, or any of them, and which arise, directly or
 indirectly, out of or result from; (i) bad faith or gross negligence of
 the General Agent or any Agent, or its employees or representatives, in
 discharging its obligations to the Company or to the Policyholders, and/or
 (ii) any failure by the General Agent or any Agent, or its employees or
 representatives to perform its obligations under or relating to this
 Agreement; provided however that the actions of the General Agent described
 in subsection (i) or (ii) were not taken pursuant to the written
 instructions of the Company.

      5.2  Security for General Agent's lndemnity To secure performance of
 its obligation to indemnify the Company Indemnitees, the General Agent
 hereby collaterally assigns to the Company (i) all rights or remedies it may
 have now or in the future against any Agent under any contract or otherwise
 relating in any manner to the Policies and (ii) all of its rights to renew
 the business generated under this Agreement and under any other agency
 agreements to which the Company and the General Agent are parties ('Policy
 Renewal Rights") and (iii) all of its underwriting and claim tiles, records
 and computer tapes, disks and other storage devices relating to the
 administration of the Policies under this Agreement and policies under any
 other agreement to which the Company and the General Agent are parties. The
 foregoing assignment will only become effective and enforceable if and when
 this Agreement is terminated pursuant to Section 7.2, subdivisions (d), (f),
 or (g). No further documentation shall be required to evidence the
 assignments referred to herein. At the Company's request, however, the
 General Agent shall execute and deliver any documents reasonably requested
 by the Company to further evidence the foregoing assignments, and should the
 General Agent fail or refuse to execute and deliver such documents within
 ten (10) business clays of the Company's request therefore, the Company may
 execute and deliver same as attorney-in-fact. for the General Agent

      5.3 Company's Indemnity. The Company agrees to indemnify the General
 Agent, its subsidiaries, successors and assigns, and the shareholders,
 directors, officers, agents and employees of any of them (collectively
 "General Agent Indemnitees"), against and in respect of any and all claims,
 demands, actions, proceedings, liability, losses, damages (except
 consequential damages), judgments, costs and expenses. including, without
 limitation, attorneys' fees, disbursements and court costs, and any loss in
 excess of Policy limits, as well as extra-contractual obligations, including
 but not limited to punitive, exemplary, or compensatory damages, suffered,
 made or instituted against or incurred by the General Agent Indemnitees, or
 any of them, and which arise, directly or indirectly, out of, or result
 from; (i) bad faith or gross negligence of the Company, or its employees or
 representatives in discharging its obligations to the General Agent or to
 the Policyholders, and/or (ii) any failure by the Company, or its employees
 or representatives, to perform its obligations under or relating to this
 Agreement.


                                  ARTICLE 6

                                   NOTICES

      Any notice or other communication hereunder shall be in writing and
 shall be deemed fully made or given (a) when hand delivered, (b) on the
 business day after it is delivered to a recognized overnight courier service
 for overnight delivery to a party at the address of such party stated below
 (or to such changed address as such party may have fixed by notice), or (c)
 three (3) business days after it is mailed to a party, postage prepaid, by
 registered or certified mail, return receipt requested, addressed to such
 party at its address stated below (or to such changed address as such party
 may have fixed by notice):

      To the General Agent:

           Millers General Agency, Inc.
           C/o Millers American Group
           777 Main Street, Suite 1000
           Fort Worth, TX 76102
           Attn:  Joy J. Keller


      To the Company:

           Clarendon, National Insurance Company
           1177 Avenue of the Americas
           New York, NY 10036
           Attn:  President


                                  ARTICLE 7

                                 TERMINATION

      7.1  Voluntary Termination. This Agreement may be terminated by:

           (a)  the Company, without cause, at any time, by giving the
      General Agent not less than one hundred eighty (180) days prior notice
      of such termination; or

           (5)  the General Agent without cause, on or after July 1, 2003, by
      giving the Company not less than one hundred eighty (180) days prior
      notice of such termination..

      7.2  Other Grounds for Termination: This Agreement shall terminate:

           (a)  with respect to any state in which the General Agent is
 authorized under this Agreement to issue Policies, at the election of the
 Company upon notice to the General Agent, if any public authority cancels or
 declines to renew any of the General Agent's licenses in such state; and
 this entire Agreement may be terminated, at the election of the Company upon
 notice to the General Agent if any public authority cancels or declines to
 renew any licenses of the General Agent which are necessary to the legal
 performance of its obligations hereunder, or if any license of the General
 Agent is canceled or not renewed by reason of fraud or other willful
 misconduct of the General Agent;

            (b) with respect to any state in which the General Agent is
 authorized under this Agreement to issue Policies, if any public authority
 cancels or declines to renew any Company license required to be maintained
 in such state;

           (c)  at the election of the Company, upon thirty (30) days notice
 to the General Agent, in the event of a change of control (as defined in
 Section 8.5), unless 0) the General Agent has provided the appropriate
 notice as described in Section 8.5 and (ii) the Company agrees in writing
 to such change of control;

           (d)  at the election of the Company, upon notice to the General
 Agent, if the General Agent becomes insolvent, if it makes an assignment for
 the benefit of its creditors, if a petition for relief under the Bankruptcy
 Code is filed by or against it, or if a trustee, receiver or other custodian
 of its assets is appointed;

           (e)  upon the filing by or against the Company of a petition for
 relief under the Bankruptcy Code, or the issuance of an order of liquidation
 or rehabilitation or similar action against the Company by any public
 authority having jurisdiction;

           (f) at the election of the Company, upon notice to the General
 Agent, of the General Agent commits any of the following acts or omissions:
 fraud, gross negligence or willful misconduct (which includes but is not
 limited to. willful violation of the Company's lawful instructions, willful
 violation of any material covenant in this Agreement or of the Claims
 Agreement on its part to be performed, or willful violation of any insurance
 department regulation or statutory provision applicable to the General
 Agent);

           (g) at the election of the Company, upon ten (10) days notice, if
 the General Agent breaches any provision of this Agreement or of the Claims
 Agreement (other than breaches or violations by the General Agent covered
 elsewhere in this Section 7.2) and fails to cure such breach within thirty
 (30) days after notice of the breach is given to the General Agent by the
 Company; for purposes of this subdivision (g), routine differences in the
 accounting methods of the General Agent and the Company which involve minor
 amounts, and do not involve premiums collected and knowingly withheld by the
 General Agent, shall not constitute failure to account for and pay over
 premiums provided all items not in dispute are paid in accordance with the
 collection and remittance procedures set forth in this Agreement;

           (h)  with respect to any state in which the General Agent is
 authorized under this Agreement to issue Policies, at the election of the
 Company upon notice to the General Agent, in the event of any material
 change in the Company's obligations under the Policies, or in its business
 prospects, caused by (i) a change in law or insurance regulations in such
 state or (ii) any suspension, prohibition or cease and desist order or
 decree issued by any public authority having jurisdiction affecting any
 business produced under this Agreement;

           (i)  at the election of the Company, upon notice to the General
 Agent, in the event of the cancellation of or an adverse change in, the
 Company's reinsurance arrangements for business produced under this
 Agreement;

           (j)  at the election of the Company, upon thirty (30) days notice
 to the General Agent, in the event the Loss Ratio at the end of any
 Underwriting Year is greater than 100%. For the purposes of this provision,
 "Loss Ratio" means the percentage obtained by dividing losses incurred
 (including incurred but not reported losses as determined by the Company)
 under the Policies by earned premium during the Underwriting Year;

           (k)  at the election of the Company, upon thirty (30) days notice
 to the General Agent, if the General Agents' affiliates, The Millers
 Insurance Company and Millers Casualty Insurance Company or either of them.
 breach a material covenant of that certain Stop Loss Reinsurance Agreement
 between them and the Company dated as of January 1, 2001;

           (l)  at the election of the General Agent upon notice to the
 Company, in the event of the cancellation of or an adverse change in. the
 Company's reinsurance arrangements for business produced under this
 Agreement; or

           (m) at the election of the Company, upon notice to the General
 Agent, if any of the following entities becomes insolvent, makes an
 assignment for the benefit of its creditors, files or has flied by or
 against it a petition for relief under the Bankruptcy Code, or has a
 trustee, receiver or other custodian of its assets appointed: Millers
 American Group, Inc., Trilogy Holdings, Inc., The Millers Insurance Company,
 Phoenix Indemnity Insurance Company, Millers General Agency, Inc. or Millers
 Casualty Insurance Company.

      7.3  Rights upon Termination. Upon termination of this Agreement in
 accordance with this Article 7:

           (a)  the obligations of the General Agent and the Company to the
 effective dale of termination shall be discharged promptly;

           (b)  the General Agents records and the use, ownership and control
 of the Policy Renewal Rights and the right to commission therein shall
 remain the property of the General Agent, provided the General Agent is
 substantially in compliance with its material obligations to tile Company
 under this Agreement. If however, this Agreement is terminated pursuant to
 Section 7.2, subdivisions (d), (f) or (g), the Company shall have, in
 addition to all other rights and remedies, the rights and remedies of a
 secured party under the New York Commercial Code with respect to the
 security described in section 5.2;

           (c)  when a notice of termination is sent to the General Agent,
 the General Agent shall have no authority to issue quotes binders or
 Policies with effective dates on or after the effective date of termination
 of this Agreement; and

           (d)  the Company may suspend the General Agent's underwriting
 authority during the pendency of any dispute regarding termination of this
 Agreement; provided, however, that the Company and the General Agent shall
 fulfill their obligations under in-force Policies regardless of any such
 dispute.

      7.4 Procedure upon Termination. The following procedures shall be
 followed in the event of a termination of this Agreement:

           (a)  If an MGA Notification was sent to the General Agent, then
 within fifteen (15) days of any notice of termination of this Agreement the
 Company shall file written notice thereof with the New Jersey Insurance
 Department on a form established by the Department. The termination shall
 not be effective until receipt of such notice of termination by the New
 Jersey Insurance Department.

           (b)  The General Agent shall promptly return to the Company any
 Policies, forms or other supplies imprinted with the Company's name
 regardless of who incurred the cost for same.

           (c)  The General Agent shall, at its sole expense, but retaining
 its rights to renewal commissions, run-off the in-force business to normal
 expiration in accordance with the provisions of this Agreement. The Company,
 however, may elect to run-off-the in-force business itself or through its
 designee, in which case it may do so, and if this Agreement is terminated
 pursuant to Section 7.2, subdivisions (a), (d), or (g). the General Agent
 shall nevertheless be liable for all expenses of the run-off operation;
 provided, however, the termination is for reasons other than those set forth
 in those subdivisions, the Company shall bear the expense of the run-off if
 it elects to run-off the business itself or through its designee. The term
 "run-off" as used in this Agreement shall mean confirming coverage under the
 Policies to claims adjusters, administering the in-force Policies and any
 required renewals thereof and endorsements thereto, providing reports to the
 Company as required by this Agreement, paying premiums to the Company and
 return premiums to the insureds, collecting all sums due from Agents,
 including return commissions, and such other activities as required of the
 General Agent under this Agreement. If this Agreement is terminated pursuant
 to Section 7.2, subdivisions (a), (d), (f) or (g), and the Company elects to
 run-off the in-force business, the General Agent shall have no right to
 unearned commissions and will immediately pay to the Company all unearned
 commissions theretofore paid to the General Agent.

           (d)  If the General Agent is unable, or refuses, to run-off the
 in-force Policies, or if the Company elects to run-off such Policies itself
 or through its designee, the General Agent shall promptly provide thc
 Company, without charge, with a tape back-up of all Data files In addition,
 the General Agent shall use its reasonable best efforts. if not prohibited
 by law, to provide the Company, at the General Agent's expense, with a
 limited license to use the software system used by the General Agent in
 connection with the administration and run-off of the business produced
 under this Agreement, including all computer programs and updated source and
 object codes ("Software"). The General Agent shall use its best efforts to
 deliver the Software, as well as all necessary manuals and instructions, to
 the Company together with, or as soon as practicable after, delivery of the
 Data to the Company.

           (e)  The Company acknowledges and agrees that its use of the Data
 and Software shall be limited to the administration and run-off of the
 business produced under this Agreement, and the furnishing of the Data and
 Software to the Company by the General Agent shall not be construed to
 convey title or any rights to same, or any part thereof to the Company, and
 shall not be construed as conferring upon the Company any right to sell,
 lease, transfer or dispose of all or any portion of the Data or Software
 (except that same may be used by the Company's designee, if any, for the
 purpose of administering and running-off-the business). The Company further
 agrees that (i) it shall not copy any part of the Data or Software, or the
 source or object code, except as may be required to administer and run-off
 the business, and (ii) promptly upon completion of the administration and
 run-run-off of the business it shall return to the General Agent the Data,
 the Software, the source and object codes, and any other documents
 proprietary to the General Agent which were delivered to the Company
 pursuant to his Article 7. The Company's designee shall execute an agreement
 setting forth the requirements stated in this section 7.4(e).

      7.5 No Consequential Damages.  Neither the General Agent nor any of
 its employees or representatives, shall have or assert any claim against the
 Company, its subsidiaries, successors, or assigns, or the shareholders,
 directors, officers, agents or employees of any of them, for loss of
 business, loss of profits, or damage to goodwill or reputation, as a result
 of the termination of this Agreement in accordance with Article 7.


                                   ARTICLES

                                MISCELLANEOUS

      8.1 Relationship of Parties. Nothing contained in this Agreement shall
 be deemed to create the relationship of partners, joint venturers, or
 employer/employee between the Company and the General Agent, it being
 understood that the General Agent is an independent contractor of the
 Company for the purposes set forth in this Agreement. For purposes of
 interpreting the provisions of this Agreement, the General Agent shall
 be deemed to be the Company's agent, and it shall perform all of its
 obligations under this Agreement to the full extent required of an agent
 under the law.

      8.2  Subcontracting. The General Agent may not enter into a subcontract
 or subcontracts with another person. entity or entities ("Subcontractors",
 or individually "Subcontractor") pursuant to which such Subcontractor or
 Subcontractors shall perform any of the services or produce any of the
 reports to be performed or produced pursuant to this Agreement, unless
 the identity of any such Subcontractor and the form and content of any
 subcontract therewith is approved in advance in writing by the Company. No
 such subcontract shall relieve the General Agent of responsibility for the
 fulfillment of any of its obligations hereunder.

      8.3  Assignment. The General Agent shall not assign or otherwise
 transfer this Agreement or any rights hereunder without the prior written
 consent of the Company.

      8.4  Trust Funds.

           (a)  In any action or proceeding brought by the Company to recover
 premiums or return premiums or other funds due the Company under this
 Agreement or due the insureds under the Policies (collectively "trust
 funds"), the General Agent shall he obligated to account on its own records
 for such trust funds and to pay the Company all sums for which it cannot
 account. The Company shall be entitled to bring any action or proceeding
 available at law or equity to recover trust funds and to assert claims
 therein including, without limitation, claims for an accounting, for breach
 of contract and for conversion. In any such action or proceeding it shall be
 conclusively presumed that the General Agent is a fiduciary of the Company
 with respect to trust funds and is liable to the Company for trust hinds
 which have not been timely paid; and the General Agent waives (i) any right
 it may have to assert any non-compulsory counterclaim, non-compulsory cross-
 claim, or set-off in the action or proceeding, and (ii) the right to trial
 by jury and any claim that the forum or situs is inconvenient. The General
 Agent shall retain the right to bring any separate proceeding it deems
 appropriate to recover any claims it may have as a creditor of the Company,
 or otherwise, but the pendency of such proceeding shall not delay, hinder or
 defeat the Company's right to promptly recover any trust funds then due or
 to levy upon any judgment therefor,

           (b)  As a condition precedent to the Company's entering into this
 Agreement, the ultimate parent company of the General Agent shall execute
 and deliver to the Company a guarantee of payment of the trust funds. The
 guarantee shall be in the form attached as Schedule 5.

      8.5  Change of Control. The General Agent shall notify the Company in
 writing at least thirty (30) days prior to any of the following occurrences,
 each of which shall he deemed a "change of control":

           (a)  A sale, transfer, or the issuance to a new shareholder or
 member, of ten (10%) percent or more of the voting stock or membership
 interests of the General Agent other than to an affiliate of the General
 Agent; or

           (b)  A sale or transfer of a substantial portion of the material
 assets of the General Agent, or any merger or consolidation of the General
 Agent with another entity or entities; or

           (c)  A change in any director or principal officer of the General
 Agent: or

           (d)  An assignment or transfer of this Agreement or any rights
 hereunder by the General Agent.

      8.6 Governing Law Consent to Jurisdiction. This Agreement shall be
 governed in all respects, including validity, interpretation and effect, by
 the laws of the State of New York applicable to contracts to be performed in
 the State of New York. The parties agree that any action or proceeding,
 however characterized, relating to this Agreement may be maintained in the
 courts of the State of New York sitting in the Borough of Manhattan, City of
 New York or the federal court for the Southern District of New York, and the
 parties hereby irrevocably submit to the non-exclusive jurisdiction of any
 such court for the purposes of any such action or proceeding and irrevocably
 agree to be bound by any judgment rendered by any such court with respect to
 any such action or proceeding. The parties hereby waive any objection they
 may now or hereafter have to the venue of any such action or proceeding in
 any such court and any claim that such action or proceeding has been brought
 in an inconvenient forum.

      8.7 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW,
 EACH OF THE PARTIES HERETO HEREBY WAIVES THEIR RESPECTIVE RIGHTS TO A JURY
 TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
 AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THE
 TRANSACTIONS CONTEMPLATED HEREIN. The scope of this waiver is intended to be
 all-encompassing of any and all disputes that may be filled in any court and
 that relate to the subject matter of this Agreement, including, without
 limitation, contract claims, tort claims, breach of duty claims, and all
 other common law and statutory claims. This waiver shall apply to any
 subsequent amendments, renewals, supplements or modifications to this
 Agreement.

      8.8  No Third Party Benefits. This Agreement is for the sole and
 exclusive benefit of the parties and their successors and permitted assigns,
 and no third party is intended to or shall have any rights here under.

      8.9  No Waiver The failure of either party to insist upon strict
 compliance with any provision of this Agreement, or to exercise any right or
 remedy under this Agreement, shall not constitute a waiver by such party of
 the provision or prevent such party from exercising such right or remedy in
 the future.

      8.10 Entire Agreement. This Agreement, and the Schedules attached,
 sets forth the entire understanding of the parties with regard to its
 subject matter, and supersedes and merges all prior discussions, agreements,
 promises, representations, warranties and arrangements between them with
 regard to such subject matter. Neither party shall be bound by any
 agreement, representation or warranty regarding such subject matter other
 than as expressly set forth in this Agreement or in a subsequent writing
 signed by the party to be bound thereby. This Agreement may not be modified
 or supplemented, nor may any provision be waived, except by a writing signed
 by the party to be hound thereby.

      8.11 Severability. if any provision of this Agreement is held to be
 invalid or unenforceable such impediment shall attach only to such provision
 and shall not render invalid or unenforceable any other provision of this
 Agreement.

      8.12 Headings. The headings used in this Agreement or any Schedules
 are inserted for convenience only and stall not affect the meaning or
 interpretation of the Agreement.

      8.13 Counterparts. This Agreement may be executed in two or more
 counterparts, each of which shall be deemed an original, but all of which
 together shall be deemed one and the same instrument.

      8.14 Schedules. The Schedules referred to in this Agreement are an
 integral part of and shall he deemed incorporated in, the Agreement.

      8.15 Further Assurances. The parties shall execute and deliver such
 other documents or instruments and take such other action as may be
 reasonably required to more effectively implement the provisions and intent
 of this Agreement.

      8.16 Benefit of Parties. This Agreement shall bind and benefit the
 successors and permitted assigns of the panics

      8.17 Survival. All of the terms, covenants, agreements, obligations,
 conditions, representations and warranties set forth in this Agreement and
 in any document or other writing delivered pursuant hereto, shall survive
 the termination of this Agreement and shall continue in full force and
 effect so long as any liability or obligation under this Agreement is
 outstanding or unpaid.



      IN WITNESS WHEREOF, the parties have caused this Agreement to be
 executed by their duly authorized officers as of the day and year first
 above written.

 Attest:                  MILLERS GENERAL AGENCY, INC.

                          By: /s/

                          Title:

 Attest:                  CLARENDON NATIONAL INSURANCE COMPANY

                          By: /s/

                          Title:

<PAGE>



                                  SCHEDULE 1
                                  ----------

               AUTHORIZED COVERAGES MAXIMUM LIMITS OF LIABIL[TY




                                  SCHEDULE 2
                                  ----------

                                    STATES




                                  SCHEDULE 3
                                  ----------

                       ACCOUNTING REGISTERS - DEFINITIONS




                                  SCHEDULE 4
                                  ----------

 Policy Master Fields Listings

 Policy Premium by Line Fields Listing

 Policy In-force Premium Fields Listing

 Policy Billing Transactions Fields Listing

 Aged Policy Receivables Fields Listing

 Policy Cash Transactions Fields Listing

 Gross Policy Collected and Change in Receivables Fields Listing

 Policy Premium by Category Fields Listing
 Workers Compensation

 Policy Facultative by Line Listing




                                  SCHEDULE 5
                                  ----------

                     GUARANTEE OF PAYMENT OF TRUST FUNDS




                                  SCHEDULE 6
                                  ----------

                  GUARANTEE OF PAYMENT OF THE E&O SHORTFALL