EXHIBIT 10.24


                   FACULTATIVE QUOTA SHARE REINSURANCE TREATY
                   ------------------------------------------

            This Facultative Quota Share Reinsurance Agreement is between
X.L. Financial Assurance Ltd., a Bermuda corporation (herein referred to
as the "Ceding Company"), and XL Insurance Ltd, a Bermuda company (herein
referred to as the "Reinsurer").

            WITNESSETH, in consideration of the mutual covenants of this
Facultative Quota Share Reinsurance Agreement, the parties agree as follows:


                                   ARTICLE I
                                   ---------

                  BUSINESS COVERED; REPRESENTATION OF REINSURER
                  ---------------------------------------------

            1.1 The Ceding Company agrees to cede and the Reinsurer agrees to
accept, under the terms of this Facultative Quota Share Reinsurance Agreement,
Policies hereafter issued on behalf of the Ceding Company. Cessions accepted by
the Reinsurer hereunder shall be effected by way of quota share reinsurance
(unless otherwise agreed by the parties), whereby the Reinsurer shall accept and
reinsure as the parties may mutually agree Net Liabilities in respect of each
Policy accepted pursuant to the terms of this Facultative Quota Share
Reinsurance Agreement.

            1.2 Such cessions shall apply to all Policies which have been
submitted to and accepted by Reinsurer in accordance with the provisions of
Article II hereof.


<PAGE>

                                   ARTICLE II
                                   ----------

                       ACCEPTANCE OF FACULTATIVE CESSIONS
                       ----------------------------------

            1.3 Ceding Company shall submit all cessions to the Reinsurer for
acceptance hereunder. All such submissions shall contain such information about
the Policy to be reinsured as the Reinsurer may reasonably require.

            1.4 The Reinsurer shall have the right, in its sole discretion, to
accept or reject any cession presented to the Reinsurer by the Ceding Company
pursuant to a reinsurance memorandum in substantially the same form of Exhibit A
annexed to this Facultative Quota Share Reinsurance Agreement (the "Reinsurance
Memorandum"). The Reinsurer shall not be bound hereunder on any individual
cession unless it first has given its approval by providing the Ceding Company
with a copy of the Reinsurance Memorandum for that particular risk signed by a
duly authorized representative of the Reinsurer. The Reinsurer shall either
return the signed Reinsurance Memorandum or notify the Ceding Company in writing
of its decision not to accept a particular cession as soon as practicable.

            1.5 Once the Reinsurer has provided the Ceding Company with such
signed Reinsurance Memorandum, the Reinsurer shall be bound to provide coverage
under this Facultative Quota Share Reinsurance Agreement in accordance with the
terms and conditions of the underlying Policy, unless the terms and conditions
of coverage with respect to the particular risk relating to such Policy are
modified in the Reinsurance Memorandum pertaining to that risk. The Reinsurer's
Net Liabilities in respect of each such Policy shall attach as of the effective
date of the Policy, unless the Reinsurance Memorandum provides for a different
date. Unless otherwise provided by the Reinsurance Memorandum, the Reinsurer
shall assume the designated por-



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<PAGE>

tion or amount of principal or other obligation insured under the Policy, any
interest or premium on such amount assumed and a pro rata share of Loss Expenses
Paid.

            1.6 The share of the Reinsurer in the interests and liabilities of
the Policies covered by this Facultative Quota Share Reinsurance Agreement shall
be separate and apart from the shares of any other reinsurers assuming such
risks. The Reinsurer's obligation pursuant to this Facultative Quota Share
Agreement shall not be joint with any such other reinsurer and in no event shall
the Reinsurer participate in the interests and liabilities of such other
reinsurers.

            1.7 Notwithstanding the provisions of Sections 2.2 and 2.3 hereof to
the contrary, the Ceding Company and the Reinsurer may agree to substitute
mutually acceptable underwriting criteria and standards for the procedures set
forth in Sections 2.1 and 2.2.

                                   ARTICLE III
                                   -----------

                                    TERRITORY
                                    ---------

            This Facultative Quota Share Reinsurance Agreement shall apply to
the Policies issued by the Ceding Company covering risks worldwide.

                                   ARTICLE IV
                                   ----------

                                      TERM
                                      ----

            IV.1 This Facultative Quota Share Reinsurance Agreement shall apply
to any Policy issued by the Ceding Company which is accepted by the Reinsurer
pursuant to the terms of Article II hereof and which becomes effective on or
after the date hereof.


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<PAGE>

            1.8 This Facultative Quota Share Reinsurance Agreement may be
terminated by mutual consent, or by either party hereto upon at least ninety
(90) days' prior notice, at any time.

            1.9 Should one party at any time:

                  (1)   become insolvent, or

                  (2)   file a petition in bankruptcy, or

                  (3)   be the subject of liquidation or rehabilitation
                        proceeding, or

                  (4)   have a receiver appointed, or

                  (5)   be acquired or controlled by any other insurance company
                        or organization,

the other party shall have the right to terminate this Facultative Quota Share
Reinsurance Agreement forthwith by giving notice in writing to the first party.

            1.10 In the event of the termination of this Facultative Quota Share
Reinsurance Agreement, Reinsurer shall continue to be liable for Net Liabilities
in respect of Policies in force which have been accepted pursuant to the terms
of Article II hereof and with respect to which notice of occurrence, claim or
circumstances which may give rise to a claim is given by the insured to the
Ceding Company prior to natural expiration or termination or anniversary date of
such Policies ceded to the Reinsurer under this Facultative Quota Share
Reinsurance Agreement.


                                      -4-
<PAGE>

                                   ARTICLE V
                                   ---------

                               NET RETAINED LINES
                               ------------------

            V.1 This Facultative Quota Share Reinsurance Agreement applies only
to that portion of any insurance or reinsurance which the Ceding Company retains
net of third party reinsurance for its own and the Reinsurer's account; and, in
calculating the amount of Loss hereunder, only Loss in respect of that portion
of any insurance or reinsurance which the Ceding Company retains net of third
party reinsurance for its own account shall be included.

            1.11 The amount of the Reinsurer`s liability hereunder in respect of
any Loss shall not be increased by reason of the inability of the Ceding Company
to collect from any other reinsurers, whether specific or general, any amounts
which may have became due from them, whether such inability arises from the
insolvency of such other reinsurers or otherwise.

            1.12 It is understood and agreed that recoveries by the Ceding
Company from other reinsurance (except catastrophe excess reinsurance which
shall inure to the benefit of the Reinsurer) shall be entirely disregarded for
all purposes of this Facultative Quota Share Reinsurance Agreement and shall
inure to the sole benefit of the Ceding Company.

                                   ARTICLE VI
                                   ----------

                                    ACCOUNTS
                                    --------

            VI.1 The Ceding Company shall furnish the Reinsurer, within 45 days
after the end of each calendar quarter, with quarterly accounts current, to
which all Gross Premiums Written, ceding commissions, Losses Paid and Loss
Expenses Paid due hereunder shall be credited or



                                      -5-
<PAGE>

debited, and the balance due shall be paid by the debtor party within 45 days
after the end of each quarter.

            1.13 The ceding commission shall be thirty percent (30%) of Gross
Premiums Written, unless otherwise specified in a Reinsurance Memorandum.

                                  ARTICLE VII
                                  -----------

                                     OFFSET
                                     ------

            Each party hereto shall have, and may exercise at any time and from
time to time, the right to offset any balances, whether on account of premiums
or on account of losses or otherwise, due from such party to the other party
hereto under this Facultative Quota Share Reinsurance Agreement or under any
other agreement heretofore or hereafter entered into by and between them, and
may offset the same against any balance or balances due or to become due to the
former from the latter under the same or any other agreement between them; and
the party asserting the right of offset shall have and may exercise such right
whether the balance or balances due or to become due to such party from the
other are on account of premiums or on account of losses or otherwise and
regardless of the capacity, whether as Ceding Company or as Reinsurer, in which
each party acted under the agreement or, if more than one, the different
agreements involved.

                                  ARTICLE VIII
                                  ------------

                                   SUBROGATION
                                   -----------

            VII.1 The Ceding Company hereby agrees to enforce such subrogation
rights as it may obtain by virtue of payments made under the Policies, but in
case it shall refuse or neglect



                                      -6-
<PAGE>

to do so, Reinsurer is hereby authorized and empowered to bring any appropriate
action to enforce such rights.

            1.14 All subrogation recoveries, other recoveries, salvage or
payments made subsequent to the settlement of Losses hereunder shall be applied
as if made before such settlement and all necessary adjustments to that and
shall be made as soon as practicable.

            1.15 Reinsurer shall have the right, before the happening of an
occurrence, to waive its right of subrogation.

                                   ARTICLE IX
                                   ----------

                           LOSSES AND LOSS ADJUSTMENT
                           --------------------------

            IX.1 The Ceding Company, in its discretion, shall adjust,
investigate, settle, defend or compromise all claim and losses. All costs and
expenses incurred in connection therewith, excepting overhead expenses of the
Ceding Company, shall be borne by the Ceding Company and the Reinsurer as Loss
Expenses Paid in proportion to their respective Net Liabilities hereunder and
shall include outside legal, loss accounting, loss auditing or other services
not a part of the ordinary servicing function provided by the Ceding Company,
but shall not include (i) salaries or expenses of persons employed by the Ceding
Company in an administrative or supervisory capacity, or (ii) ordinary office
expenses of the Ceding Company. A pro-rata portion of such Loss Expenses Paid
shall be recoverable hereunder in addition to limits.

            1.16 The Reinsurer shall have the right, at its own expense and upon
prior written notice to the Ceding Company, to become associated in any suit or
litigation which is the subject of this Facultative Quota Share Reinsurance
Agreement with counsel of their own choice.


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<PAGE>

            1.17 In the event of a Loss payable hereunder exceeding $5,000,000
(on a 100% basis), then the appropriate proportion of such Loss shall be paid by
the Reinsurer immediately upon request from the Ceding Company; otherwise Losses
shall be carried to account as provided in Article VI.

                                   ARTICLE X
                                   ---------

                        OVERSIGHTS, ERRORS AND OMISSIONS
                        --------------------------------

            Inadvertent delays, errors or omissions made in connection with this
Facultative Quota Share Reinsurance Agreement or any transaction hereunder shall
not relieve either party from any liability which would have attached had such
delay, error or omission not occurred, provided always that such error or
omission is rectified as soon as possible after discovery, and provided that the
party making such error or omission or responsible for such delay shall be
responsible for any additional liability which attaches as a result.

                                   ARTICLE XI
                                   ----------

                                      TAXES
                                      -----

            The Ceding Company will be liable for all taxes on premiums
(including, but not limited to, Federal excise and state taxes on premiums)
reported to the Reinsurer hereunder or for any taxes otherwise arising out of or
relating to the Policies (other than taxes measured by net or gross income of
the Reinsurer).


                                      -8-
<PAGE>

                                  ARTICLE XII
                                  -----------

                               FOLLOW THE FORTUNES
                               -------------------

            The Reinsurer's liability shall attach simultaneously with that of
the Ceding Company, and all reinsurance with respect to which the Reinsurer
shall be liable by virtue of this Facultative Quota Share Reinsurance Agreement
shall be subject in all respects to the same risks, terms, rates, conditions,
interpretations, assessments, waivers, the exact proportion of premiums paid to
the Ceding Company without any deductions for brokerage, and to the same
modifications, alterations and cancellations, as the respective Policies of the
Ceding Company to which such reinsurance relates, the true intent of this
Facultative Quota Share Reinsurance Agreement being that the Reinsurer shall, in
every case to which this Facultative Quota Share Reinsurance Agreement applies
and in the proportion specified herein, follow the fortunes of the Ceding
Company, and the Reinsurer shall be bound, without limitation, by all payments
and settlements entered into by the Ceding Company in good faith.

                                  ARTICLE XIII
                                  ------------

                                   INSPECTION
                                   ----------

            The Reinsurer or its duly accredited representatives shall have the
right to inspect and copy the books and records of the Ceding Company relative
to the Policies being reinsured hereunder at all reasonable times and shall have
reasonable access to personnel of the Ceding Company for the purpose of
obtaining information concerning this Facultative Quota Share Reinsurance
Agreement or the subject matter thereof. At the request of the Reinsurer, Ceding
Company shall use its best efforts to make available such books, records and
personnel. Any information obtained pursuant to this Article XIII shall be held
in confidence and used only in



                                      -9-
<PAGE>

furtherance of the transactions contemplated hereby, PROVIDED, HOWEVER, that
nothing herein shall be deemed to prohibit disclosure to any regulatory
authority as may be required under applicable law or regulations.

                                  ARTICLE XIV
                                  -----------

                                   ARBITRATION
                                   -----------

            XIV.1 Any dispute or other matter in question arising between the
parties out of or relating to the interpretation, performance, or breach of this
Facultative Quota Share Reinsurance Agreement, whether such dispute arises
before or after termination of this Facultative Quota Share Reinsurance
Agreement shall be settled by arbitration under The Arbitration Act 1986 or any
re-enactment or statutory modification thereof. Arbitration shall be initiated
by the delivery of a written notice of demand for arbitration by one party to
the other within a reasonable time after the dispute has arisen.

            1.18 Each party shall appoint an individual as arbitrator, and the
two so appointed shall then appoint a third arbitrator. If either party refuses
or neglects to appoint an arbitrator within sixty days, the other party may
appoint the second arbitrator. If the two arbitrators do not agree on a third
arbitrator within sixty days of their appointment, each of the arbitrators shall
nominate three individuals. Each arbitrator shall then decline two of the
nominations presented by the other arbitrator. The third arbitrator shall then
be chosen from the remaining two nominations by drawing lots. The arbitrators
shall be active or retired officers of insurance or reinsurance companies; the
arbitrators shall not have personal or financial interest in the result of the
arbitration.


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<PAGE>

            1.19 The arbitration hearings shall be held in Hamilton, Bermuda.
Each party shall submit its case to the arbitrators within a reasonable time
after the selection of the third arbitrator or as may be agreed by the
arbitrators. The arbitrators shall not be obliged to follow the rules of the
evidence except to the extent required by governing law; they shall make their
decisions according to the practice of the reinsurance business. The decision
rendered by a majority of the arbitrators shall be final and binding on both
parties. Such decision shall be a condition precedent to any right of legal
action arising out of the arbitrated dispute which either party may have against
the other. Judgment upon the award rendered may be entered in any court having
jurisdiction thereof.

            1.20 Each party shall pay the fee and expenses of its own arbitrator
and one-half of the fee and expenses of the third arbitrator. All other expenses
of the arbitration shall be equally divided between the parties.

                                   ARTICLE XV
                                   ----------

                                  GOVERNING LAW
                                  -------------

            This Facultative Quota Share Reinsurance Agreement shall be governed
by and construed in accordance with the internal laws of Bermuda, without giving
effect to the principles of conflicts of laws thereof.

                                  ARTICLE XVI
                                  -----------

                                   INSOLVENCY
                                   ----------

            XVI.1 In the event of the insolvency of the Ceding Company and the
appointment of a liquidator, receiver, conservator or statutory successor, this
reinsurance shall be pay-



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<PAGE>

able immediately upon demand, with reasonable provision for verification, on the
basis of the liability of the Ceding Company as a result of claims allowed
against the Ceding Company by any court of competent jurisdiction or any
liquidator, receiver, conservator or statutory successor having authority to
allow such claims, without diminution because of such insolvency or because such
liquidator, receiver, conservator, or statutory successor has failed to pay all
or a portion of any claims.

            1.21 Payments by the Reinsurer as above set forth shall be made
directly to the Ceding Company or to its liquidator, receiver, conservator or
statutory successor, except (a) where this contract specifies another payee in
the event of the insolvency of the Ceding Company, and (b) the Reinsurer with
the consent of the direct insureds have assumed such policy obligations of the
Ceding Company as their direct obligations to the payees under such Policies, in
substitution for the obligations of the Ceding Company to such payees.

            1.22 In the event of the insolvency of the Ceding Company, the
liquidator, receiver, conservator or statutory successor of the Ceding Company
shall give written notice to the Reinsurer of the pendency of a claim against
the insolvent Ceding Company on the Policy or Policies reinsured within as
reasonable time after such claim is filed in the insolvency proceeding and
during the pendency of such claim the Reinsurer may investigate such claim and
interpose, at its own expense, in the proceeding where such claim is to be
adjudicated any defense or defenses which it may deem available to the Ceding
Company or its liquidator, receiver, conservator or statutory successor. The
expense thus incurred by the Reinsurer shall be chargeable subject to court
approval against the insolvent Ceding Company as part of the expense of
liquidation to the extent of a proportionate share of the benefit which may
accrue to the Ceding Company solely as a result of the defense undertaken by the
Reinsurer.


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<PAGE>

                                  ARTICLE XVII
                                  ------------

                                    SURVIVAL
                                    --------

            The provisions of Section 4.3 and Articles VI through XX shall
survive the termination of this Facultative Quota Share Reinsurance Agreement.

                                 ARTICLE XVIII
                                 -------------

                                     NOTICE
                                     ------

            All notices, requests, demands, approvals and other communications
under this Facultative Quota Share Reinsurance Agreement shall be in writing and
shall be delivered personally, telegraphed, telexed, sent by facsimile
transmission or sent by certified, registered or express mail, postage prepaid.
Any such notice or other communication shall be deemed given: (a) upon actual
delivery if presented personally or sent by prepaid telegram or telex or by
facsimile transmission and (b) three (3) business days following deposit in the
mail, if sent by certified, registered or express mail, postage prepaid, in each
case to the following addresses:

            If to Reinsurer:

            XL Insurance Ltd
            XL House
            One Bermudiana Road
            Hamilton, Bermuda HM11
            Attn: General Counsel
            Fax: (441) 292-5280

            If to Ceding Company:

            X.L. Financial Assurance Ltd.
            XL House
            One Bermudiana Road
            Hamilton, Bermuda HM11
            Attn: Surveillance Department
            Fax: (441) 296-4351



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<PAGE>

                                  ARTICLE XIX
                                  -----------

                                   DEFINITIONS
                                   -----------

            (A) The term "Business" as used in this Facultative Quota Share
Reinsurance Agreement shall mean the financial guaranty Policies as described in
Article I.

            (1) The term "Policies" as used in this Facultative Quota Share
Reinsurance Agreement shall mean any and all binders, certificates, policies of
insurance, investment contracts, and other contracts pertaining to the
performance and/or repayment of loan obligations, accepted or held covered
provisionally or otherwise subject to this Facultative Quota Share Reinsurance
Agreement.

            (2) The term "Net Liabilities" as used in this Facultative Quota
Share Reinsurance Agreement means any and all liabilities and obligations,
including Losses, assessments and policy dividends, arising out of or relating
to the Policies, including, without limitation, Extra Contractual Obligations
and Liabilities in Excess of Policy Limits, net of collateralization required by
any regulatory authority and third-party reinsurance, whether or not
collectible, and exclusive of investment and acquisition costs and underwriting
expenses.

            (3) The term "Loss" as used in this Facultative Quota Share
Reinsurance Agreement shall mean actual Loss sustained by the Ceding Company.
Any salvages and all other recoveries, including recoveries under all
reinsurance, except catastrophe excess reinsurance of the Ceding Company, shall
be deducted from such Loss to arrive at the amount of Net Liability, if any,
attaching hereunder.


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<PAGE>

            (4) The term "Gross Premiums Written" as used in this Facultative
Quota Share Reinsurance Agreement shall mean direct written premiums (including
Reinstatement Premiums) less return premiums, cancellations and premiums for
applicable reinsurance (other than catastrophic excess reinsurance).

            (5) The term "Unearned Premium Reserve" as used in this Facultative
Quota Share Reinsurance Agreement shall mean the premium represented by the
unexpired portion of the Policy in force as of any specified date.

            (6) The term "Losses Paid" as used in this Facultative Quota Share
Reinsurance Agreement shall mean losses paid less recoveries for salvage and
subrogation.

            (7) The term "Loss Expenses Paid" as used in this Facultative Quota
Share Reinsurance Agreement shall mean all court costs, fees and expenses; fees
for service of process; fees to attorneys; cost of undercover operative and
detective services; fees of independent adjusters or attorneys for investigation
or adjustment of claims beyond initial investigation, cost of employing experts
for preparation of reports, photographs, diagrams, chemical or physical analysis
or for advice, opinion or testimony concerning claims under investigation or in
litigation; costs for legal transcripts of testimony taken at coroner's
inquests, criminal or civil proceedings; costs for copies of any public records;
costs of depositions and court reported or recorded statements; and any other
similar fees; cost or expense reasonably chargeable to the investigation,
negotiation, settlement or defense of a claim or loss or to the protection and
perfection of the subrogation rights of any insured covered by a Policy
reinsured hereunder.


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<PAGE>

            (8) The term "Extra Contractual Obligations" as used in this
Facultative Quota Share Reinsurance Agreement means all liabilities or
obligations, other than those arising under the terms and conditions of
Policies, whether to policyholders, regulatory authorities or any other person,
which liabilities and obligations shall include, without limitation, any
liability for punitive, exemplary, special or any other form of
extra-contractual damages relating to Policies which arises from any act, error
or omission, whether or not intentional, in bad faith or otherwise, including,
without limitation, any act, error or omission relating to (i) the marketing,
underwriting, production, issuance, cancellation or administration of Policies,
(ii) the investigation, defense, trial, settlement or handling of claims or
payments arising out of or relating to Policies, or (iii) the failure to pay or
the delay in payment of claims or any other amounts due or alleged to be due
under or in connection with the Policies.

            (9) The term "Liability in Excess of Policy Limits" as used in this
Facultative Quota Share Reinsurance Agreement means liability in excess of the
limit of the Ceding Company's original Policy, such Loss in excess of the limit
having been incurred because of, but not limited to, failure by the Ceding
Company to settle within the Policy limit or by reason of alleged or actual
negligence or bad faith in rejecting an offer of settlement or in the
preparation of the defense or in the trial of any action against its insured or
reinsured of the Ceding Company on in the preparation or prosecution of an
appeal consequent upon such action or failure of the Ceding Company to pay any
claim when due or improper denial by the Ceding Company of coverage.




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<PAGE>


            IN WITNESS WHEREOF, the parties hereto have caused this Facultative
Quota Share Reinsurance Agreement to be signed by their duly authorized
representatives.

Signed in Hamilton, Bermuda
as of this 17th day of August, 2001


                                          XL INSURANCE LTD
                                           as Reinsurer

                                          By: /s/ Christopher A. Coelho
                                              ----------------------------------

                                          Name: Christopher A. Coelho
                                                --------------------------------

                                          Witness:
                                                   -----------------------------

And Signed in Hamilton, Bermuda
as of this 10th day of August, 2001


                                          X.L. FINANCIAL ASSURANCE LTD. as
                                           Ceding Company

                                          By: /s/ Melodie Wakefield
                                              ----------------------------------

                                          Name: Melodie Wakefield
                                                --------------------------------

                                          Witness:
                                                   -----------------------------




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<PAGE>




                                    EXHIBIT A
                                    ---------
                                       to
                  Facultative Quota Share Reinsurance Agreement

                                   Page 1 of 3

                             REINSURANCE MEMORANDUM
                                     for an
                             INDIVIDUAL RISK CESSION
                                    under the
                        FACULTATIVE REINSURANCE AGREEMENT
                                     between
                                XL INSURANCE LTD
                                       and
                          X.L. FINANCIAL ASSURANCE LTD.


REINSURANCE MEMORANDUM NO.
                          ------------------------------------------------------

ISSUER:
       -------------------------------------------------------------------------

ISSUE:
      --------------------------------------------------------------------------

POLICY NUMBER:
              ------------------------------------------------------------------

(POLICY) EFFECTIVE DATE:
                         -------------------------------------------------------

TOTAL PRINCIPAL INSURED BY COMPANY:
                                   ---------------------------------------------

TOTAL PRINCIPAL CEDED TO REINSURER:
                                   ---------------------------------------------



<PAGE>


SPECIFIC MATURITIES CEDED TO REINSURER (IF OTHER THAN PROPORTIONATE SHARE OF
ENTIRE ISSUE IS CEDED):

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


EFFECTIVE DATE OF REINSURANCE (IF DIFFERENT FROM POLICY EFFECTIVE DATE):

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


DEVIATION'S FROM COVER PROVIDED BY COMPANY'S ORIGINAL POLICY:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


GROSS FACULTATIVE PREMIUM CEDED

    RATE:
         -----------------------------------------------------------------------

    AMOUNT:
           ---------------------------------------------------------------------

CEDING COMMISSION

    RATE:
         -----------------------------------------------------------------------

    AMOUNT:
           ---------------------------------------------------------------------

NET FACULTATIVE PREMIUM CEDED:
                              --------------------------------------------------

      The cession evidenced by this Reinsurance Memorandum shall be subject to
all the terms and conditions contained in the Facultative Quota Share
Reinsurance Agreement between the parties, which the undersigned here by
acknowledge as being an agreement between and binding upon the undersigned.



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<PAGE>




SUBMITTED BY:                            ACCEPTED BY:

X.L. FINANCIAL ASSURANCE LTD.            XL INSURANCE LTD

BY:                                      BY:
   -------------------------------           -----------------------------------

NAME:                                    NAME:
     -------------------------------          ----------------------------------

TITLE:                                   TITLE:
      -------------------------------          ---------------------------------

DATE:                                    DATE:
     -------------------------------          ----------------------------------






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