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                                                                    Exhibit 10.4


                    IN THE COMMONWEALTH COURT OF PENNSYLVANIA
                    -----------------------------------------


M. Diane Koken,                  :
Insurance Commissioner of the    :
Commonwealth of Pennsylvania,    :
                 Plaintiff       :
                                 :
                           v.    :
                                 :
Reliance Insurance Company,      :
                  Defendant      : No. 269 M.D. 2001


IN       RE: Petition to Approve Settlement Agreement Between the Liquidator and
         the Creditors Committees of Reliance Group Holdings, Inc. and Reliance
         Financial Services Corp.



                                      ORDER
                                      -----

                  AND NOW, this 19th day of June 2003, upon consideration of the
Petition to Approve Settlement Agreement Between the Liquidator and the
Creditors Committees of Reliance Group Holdings, Inc. and Reliance Financial
Services Corp. (Petition) filed on behalf of M. Diane Koken, Insurance
Commissioner of the Commonwealth of Pennsylvania as Liquidator of Reliance
Insurance Company (Liquidator), and any responses thereto, and the fact that no
objections have been raised to the Petition, the Petition is GRANTED, and it is
further ORDERED that

         1. the Liquidator shall execute, deliver and perform under the terms of
the Settlement Agreement in this matter dated April 1, 2003, attached to and
incorporated in this Order, pursuant to the authority granted under 40 P.S.
ss.221.23;

         2. the provisions contained in paragraphs 1, 2 and 3 of the Side Letter
dated April 4, 2003 attached to this Order are incorporated in and a made a part
of this Order;

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         3. this Court's Order of October 3, 2001, placing Reliance Insurance
Company into liquidation proceedings and requiring property of Reliance
Insurance Company held by other parties to be turned over to Reliance Insurance
Company, shall not be applicable to or have any effect on the property of
Reliance Group Holdings and Reliance Financial Services Corporation, or their
successors, except as otherwise provided in the Settlement Agreement; and

         4. any valid claim arising out of the breach of any obligation,
including payment obligation, by the Liquidator or Reliance Insurance Company
under the Settlement Agreement shall be deemed to be a first priority
administrative claim for Reliance Insurance Company, pursuant to 40 P.S.
ss.221.44(a).

                  FURTHER, the Liquidator, through her counsel is hereby
directed to serve a copy of this order, forthwith, upon all parties listed on
the master service list via U.S. mail, or, where designated, fax or e-mail. The
Liquidator is directed to file with the court in the Office of the Prothonotary,
9th Floor the Widener Building, 1339 Chestnut Street, Philadelphia, PA 19107, by
3:00 p.m. on June 29, 2003, an affidavit, that service, as outlined above, has
been effected.



                                /s/  James Gardner Colins
                                JAMES GARDNER COLINS, President Judge