<PAGE>
                                                                   Exhibit 10.46

                          REINSURANCE CUSTODY AGREEMENT

THIS MEMORANDUM OF AGREEMENT made and entered into this 30th day of September,
2002.

BETWEEN:                          COMMERCE & INDUSTRY INSURANCE COMPANY OF
                                  CANADA (hereinafter referred to as the
                                  "Company")

                                                               OF THE FIRST PART

                                  COMMERCIAL UNDERWRITERS INSURANCE COMPANY
                                  (hereinafter referred to as the  "Reinsurer")

                                                              OF THE SECOND PART

                                  - and -

                                  ROYAL TRUST CORPORATION OF CANADA,
                                  (hereinafter referred to as "Royal Trust")

                                                               OF THE THIRD PART


WHEREAS the Company has entered into an agreement of reinsurance (the
"Reinsurance Agreement") with the Reinsurer under which the Company has ceded to
the Reinsurer and the Reinsurer has agreed to reinsure certain specified
insurance policies;

AND WHEREAS the Company wishes to have deposited with Royal Trust certain
securities to be held by Royal Trust as security for the obligations of the
Reinsurer to the Company under the agreement of reinsurance.

NOW THEREFORE in consideration of these premises and the mutual covenants and
agreements hereinafter set forth, the parties hereby agree as follows:

1.    DEPOSIT

      The Reinsurer hereby agrees to deposit with Royal Trust under the terms
      and conditions of this Agreement as security for the obligations of the
      Reinsurer under the Reinsurance Agreement assets which shall at all times
      be of an aggregate value, determined as hereinafter provided, at least
      equal to 115% of the unearned premium, outstanding losses and incurred but
      not reported losses (IBNR) on the risks ceded under the Reinsurance
      Agreement.

<PAGE>

2.    STATEMENT

      The Company shall furnish to the Reinsurer and to Royal Trust within
      forty-five (45) days after the close of each calendar quarter during which
      this Agreement is in force a statement showing the Reinsurer's share of
      any unearned premiums and losses outstanding (including losses incurred
      but not reported) and the amount of the aggregate value of assets which is
      required hereby to be maintained on deposit as of the end of such quarter.
      If the amount then on deposit is less than the required amount as shown by
      the statement, the Reinsurer shall deposit assets equal in value to the
      difference between the required amount of the deposit and the amount then
      on deposit within ten (10) days after delivery of such statement.

3.    RESERVE VALUATION

      In the event of any dispute by the Reinsurer with respect to the reserves
      established by the Company, both parties agree to independent arbitration.
      First the issue in dispute will be referred to an independent consulting
      actuary. The Company will make its files available to the independent
      consulting actuary. Should the findings of the independent actuary fail to
      satisfy either party the matter will be referred to arbitration in
      accordance with Section 22 hereof.

4.    WITHDRAWAL

      The Reinsurer shall have the right at any time to withdraw from the
      deposit under this Agreement cash and other assets on deposit to the
      extent that the aggregate value of all assets on deposit is in excess of
      the value of assets required to be on deposit as shown on the last
      statement received from the Company under Section 2 of this Agreement.
      Royal Trust shall not permit any such withdrawal to the extent that the
      aggregate value of assets remaining on deposit would thereby become less
      than the required amount as shown on such statement, without the prior
      written approval of the Company. Royal Trust shall provide prompt notice
      to the Company of any withdrawal of assets by the Reinsurer pursuant to
      the foregoing. Notwithstanding, Royal Trust without limiting the
      generality of the foregoing, shall seek prior written approval of the
      Company in connection with any requests by the Reinsurer for withdrawal of
      deposits under this Agreement.

5.    NATURE OF DEPOSIT AND CUSTODIAL SERVICES

      The assets maintained on deposit by or on behalf of the Reinsurer shall
      consist only of cash and investments authorized under Section 433 of the
      INSURANCE ACT OF ONTARIO, 1990 RSO "THE ACT". For the purposes of
      determining their aggregate value as required by Section 1 of this
      Agreement, such assets shall be valued at the time of deposit and at any
      time thereafter at the then current fair market value thereof.

      5.1.  Royal Trust shall register in its name or in the name of its nominee
            any asset that can be issued in registered form and such assets are
            to be held in Ontario in safekeeping on behalf of Ontario
            policy-holders pursuant to the Act.

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      5.2.  Notwithstanding the foregoing, assets may be held through the
            nominee of the Canadian Depository for Securities Limited (CDS) and
            Royal Trust shall have the same responsibility for assets whether in
            this possession or deposited with CDS.

      5.3.  Subject to the terms of this Agreement, Royal Trust is specifically
            authorized and empowered, but only to the extent required to fulfill
            its obligations hereunder:

            (a)   to settle on behalf of the Fund the purchase and sale of
                  securities, currencies or other property pursuant to
                  directions from the Reinsurer or a duly authorized Investment
                  Manager;

            (b)   to take all reasonable steps to collect and receive all
                  income, principal, dividends and other payments and
                  distributions when due in respect of any property of the Fund
                  in its custody and promptly credit all cash receipts received
                  by it for the account of the Fund;

            (c)   to enter into and settle foreign exchange transactions on
                  behalf of the Fund for purposes of facilitating settlement of
                  trades of securities or other property of the Fund, and any
                  such transactions may be entered into with such counterparties
                  as Royal Trust may choose in its sole discretion including its
                  affiliates or Restricted Parties;

            (d)   to process on behalf of the Fund such ownership and other
                  documents as may be required to obtain payment of income,
                  principal, dividends or other distributions with respect to
                  the property of the Fund in its custody;

            (e)   unless and until instructed otherwise by the Reinsurer, to
                  exercise all voting and other rights appurtenant to or
                  available in respect of any securities or other property
                  forming part of the Fund;

            (f)   in the event of overdraft as a result of securities
                  settlement, to borrow (including the right to borrow from
                  itself or any of its affiliates or Restricted Parties) money
                  against the assets of the Fund, on such terms and conditions
                  as Royal Trust may determine, provided that the principal of
                  and interest charged on such borrowing shall be paid out of
                  the Fund and shall constitute a charge against the Fund until
                  paid;

            (g)   on instructions from the Reinsurer to purchase, hold, sell or
                  exercise call or put options on securities, indices of shares
                  or other securities, financial and stock index futures
                  contracts, securities or currency futures or forward contracts
                  or other financial or derivative instruments, all whether or
                  not any such options, indices, contracts or instruments are
                  traded on a regular exchange;

            (h)   to do all such acts, take all such proceedings and exercise
                  all such rights and privileges, although not specifically
                  mentioned herein, as Royal Trust may deem necessary to carry
                  out its powers and obligations under this Agreement.

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      5.4.  For greater certainty, it is hereby confirmed that Royal Trust shall
            have no responsibility for the investment management of the
            securities or other property of the Fund or for any investment
            decisions save and except for carrying out the instructions given to
            it pursuant to Section 2 of this Agreement. If, at the Reinsurer's
            request, Royal Trust should agree to appear in, prosecute or defend
            any legal or equitable proceeding, either in its own name or in the
            name of its nominee, Royal Trust shall first be indemnified to its
            satisfaction.

      5.5.  Royal Trust may retain cash balances from time to time on hand in
            the Fund and may, in its sole discretion:

            (a)   hold the same on a pooled basis in a pooled trust fund, pay
                  interest thereon at the rate from time to time established by
                  Royal Trust and paid with respect to cash balances so held for
                  similar accounts;

            (b)   hold such cash balances on deposit with a bank or such other
                  deposit taking institution in Ontario, including itself or its
                  affiliates or Restricted Parties, in such interest bearing
                  account as Royal Trust in its discretion may determine;

            (c)   invest such cash balances in guaranteed investment
                  certificates of itself or any of its affiliates or Restricted
                  Parties; or

            (d)   invest such cash balances in units of such short term
                  investment funds as may be established by Royal Trust or its
                  affiliates by declaration of trust or otherwise provided a
                  copy of the applicable declaration of trust or other
                  constating document as provided to the Reinsurer.

      5.6.  Royal Trust shall, in jurisdictions where settlement practices
            permit, credit the Fund, in connection with the receipt by the Fund
            of interest or dividends or the sale or redemption of any security
            held by the Fund, and debit the Fund, in connection with the
            purchase of any security by the Fund, on the Contract Date (as
            defined below) with respect thereto, whether or not such funds have
            been received, or payment made, by the Contract Date; provided,
            however, that if after a reasonable time (as determined by Royal
            Trust) following the Contract Date any such payment or receipt shall
            fail to take place for any reason other than the failure of Royal
            Trust to make payment against delivery or delivery against payment,
            all related credits and debits shall be reversed and adjusted to
            reflect the failure of the transaction to take place.

            "Contract Date" means:

            (a)   with respect to the purchase or sale of any bond or stock, the
                  contractual settlement date, or three business days after
                  Royal Trust receives notice in writing of the trade, whichever
                  is the later;

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            (b)   with respect to the purchase or sale of any short term money
                  market investments, the date specified by the Company at the
                  time at which it gave instructions to Royal Trust;

            (c)   with respect to the maturity of a security, the maturity date;
                  and

            (d)   with respect to interest and dividend payments, the due date
                  established by the payer.

6.    CUSTODIAN'S SCHEDULE

      Royal Trust shall furnish to the Company and the Reinsurer, as soon as
      possible but not less than thirty (30) days after the end of each calendar
      quarter, a schedule of the assets held by Royal Trust under this
      Agreement, giving their fair market values, if available, from sources
      considered reliable by Royal Trust. Within ten (10) days after receipt
      from the Company of each quarterly report showing the amount of the
      aggregate value of assets required under Section 1 of this Agreement, the
      Reinsurer shall make sure additions to the deposit held hereunder as may
      be necessary to maintain the amount so required. The Company and the
      Reinsurer shall each have the right to annually audit the records and
      holdings of Royal Trust with respect to this Agreement.

7.    SUPERINTENDENT OF INSURANCE

      Royal Trust shall, at such times as may be required by the Superintendent
      of Insurance for Ontario (the "Superintendent"), furnish the
      Superintendent with a statement of such assets as it may be holding at the
      time under this Agreement and shall permit the Superintendent and his
      authorized representatives to examine the assets held by it from time to
      time as the Superintendent may deem necessary.

      In the event that the Superintendent requires at any time or times any
      amendment. alteration or change to be made to this Agreement, each of the
      Company, the Reinsurer and Royal Trust agrees to execute and deliver at
      any time or times an agreement in such form as may be required to effect
      such amendment, alteration or change forthwith upon receipt by the Company
      from the Superintendent of a written notice requesting such amendment,
      change or alteration.

8.    SUBSTITUTION

      The Reinsurer shall have the right at any time to direct Royal Trust to
      exchange with the Reinsurer cash or other assets on deposit under this
      Agreement for cash or other assets authorized for deposit under Section 4
      of this Agreement, at their then fair market value, or it may sell any
      assets on deposit against the receipt by Royal Trust of their fair market
      value and to reinvest the proceeds of such sale in assets authorized for
      deposit under Section 5 hereof. Upon receipt of Royal Trust of any such
      directions of the Reinsurer, Royal Trust shall provide prompt notice
      thereof to the Company.

                                       5
<PAGE>

9.    EXCULPATION

      Royal Trust agrees to receive all obligations, other documents, and cash
      forming the deposit under this Agreement transmitted to it by or on behalf
      of the Reinsurer and to hold such obligations, documents, and cash in a
      safe and convenient place. Royal Trust is hereby authorized to hold such
      assets in its own name or in the name of its nominee, and to commingle any
      authorized deposit of cash with its own funds, provided suitable account
      identification is maintained. Royal Trust shall be responsible for the
      sufficiency, correctness, genuineness, and validity of any asset or
      instrument purchased and held by Royal Trust as instructed by the
      Reinsurer subject to Section 5 hereof but the foregoing responsibility
      shall not apply to assets or instruments not purchased by Royal Trust.
      This Custodian shall not have any obligations to verify the aggregate
      amount of such assets required under this Agreement at any time. Except as
      it may receive instructions from the Reinsurer for delivery of assets in
      withdrawal or substitution under Sections 4 or 7 of this Agreement, or
      from the Company for transfer of assets under Section 18 of this
      Agreement, or from the appropriate party or of a successor Custodian under
      Section 19 of this Agreement or appointment of a successor Custodian under
      Section 16 of this Agreement, Royal Trust shall be under no duty or
      responsibility with respect to this Agreement except to hold such
      obligations and other documents and cash in accordance with the terms of
      this Agreement, and Royal Trust shall be liable only for its own
      negligence or willful misconduct.

10.   INCOME

      The Reinsurer shall have the right to receive all payments of interest,
      dividends, and other income or assets on deposit under this Agreement.
      Royal Trust shall be responsible for the collection of any income on
      assets or instruments it purchases and holds in accordance with the
      instructions of the Reinsurer under Section 8 hereof but Royal Trust shall
      not have such responsibility for assets or instruments it has not
      purchased. Royal Trust shall, however remit to the Reinsurer any interest,
      dividend or other income payments received by Royal Trust with respect to
      such assets subject to the prior written direction from the Company.

11.   ASSESSMENTS

      Royal Trust shall pay out of deposits under this Agreement all brokerage
      commissions, taxes and other assessments levied or assessed under
      applicable existing or future laws against Royal Trust or the deposits
      under this Agreement and shall withhold from payments out of the deposits
      under this Agreement all taxes and other assessments required by any
      applicable law to be so withheld; provided that Royal Trust shall review
      all tax levies and assessments with a view to determining the
      applicability and correctness thereof and, in cases where there is any
      doubt, shall forthwith notify the Reinsurer so that, as far as
      practicable, there will be sufficient time for discussion and, where
      appropriate, appeal of any questionable levy or assessment.

                                       6
<PAGE>

12.   ASSIGNMENT

      The Reinsurer shall, upon deposit of any and all assets under this
      Agreement, execute such assignments, endorsements in blank, powers of
      attorney, and any other documents as Royal Trust may reasonably require in
      order to enable Royal Trust to hold such assets in its own name or in the
      name of its nominee, or to permit Royal Trust to effect transfer of such
      assets to the Company in the event that demand for such transfer is given
      under Section 14 of this Agreement. The Company shall also furnish Royal
      Trust with such other and further documents as Royal Trust may from time
      to time reasonably require for the same purpose.

13.   USE OF DEPOSIT

      The Company agrees that the assets of the Reinsurer deposited with Royal
      Trust under this Agreement or the proceeds thereof shall be available for
      use by the Company or its successors in interest only for the following
      purposes and none other, and only in the event that the Reinsurer shall
      default in an obligation under the Reinsurance Agreement or this
      Agreement:

      (a)   To reimburse the Company for the Reinsurer's share of claims or
            losses incurred under the policies reinsured, and of the adjustment
            expenses applicable thereto, as set out in the Reinsurance
            Agreement; and

      (b)   to reimburse the Company for the Reinsurer's share of premiums
            refunded by the company by reason of cancellation of coverages
            reinsured, as set out in the Reinsurance Agreement.

14.   DEMAND FOR DEPOSIT

      Upon written demand by the Company, for any one or more of the purposes
      set forth in Section 13 of this Agreement, Royal Trust shall, after the
      expiration of ten (10) days from the date of receipt of such demand,
      transfer to the Company the assets specified in such demand, and deliver
      the physical custody thereof to the Company in accordance with
      instructions contained in such demand, in return for which the Company
      shall execute such receipts and releases as Royal Trust may reasonably
      require for the protection of all parties concerned. Notice of such demand
      shall concurrently be furnished by the Company to the Reinsurer, and if
      the Reinsurer shall have reason to dispute such demand, the Reinsurer
      shall, within ten (10) days after receipt of demand by Royal Trust, so
      notify the Company and Royal Trust. In such case the transfer of any
      assets to the Company by Royal Trust shall be held in abeyance pending
      resolution of the dispute by agreement of the parties or otherwise. Royal
      Trust shall be under no liability and shall be fully protected for any
      transfer or delivery made by it pursuant to such written demand of the
      Company, unless Royal Trust has received timely notice of dispute as
      hereinbefore provided. Upon transfer of any asset to the Company in
      accordance with this section, it shall be valued at the then current fair
      market value thereof and the Company shall account for it thereafter to
      the Reinsurer solely as a liability due the Reinsurer under the
      Reinsurance Agreement in an amount equal to such value, against which the
      Company

                                       7
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      shall charge the reimbursements provided for in Section 13 of this
      Agreement to the extent that such reimbursements are not offset by amounts
      currently due to the Reinsurer from the Company.

15.   INDEMNITY

      The Reinsurer agrees to pay all costs or fees charged by Royal Trust for
      acting as custodian under the terms of this Agreement, and to indemnify
      and hold harmless Royal Trust for acting as custodian under the terms of
      this Agreement, and to indemnify and hold harmless Royal Trust from any
      costs, damages, expenses, or claims, including fees for legal services
      which Royal Trust may incur or sustain as a result of or arising out of
      this Agreement of Royal Trust's duties with respect thereto, except as to
      matters with respect to which Royal Trust is held liable under the terms
      of this Agreement. The indemnities contained in this section shall survive
      the termination of this Agreement.

16.   NOTICES AND DIRECTIONS

      16.1. All directions, orders, requests, instructions and objections
            (collectively "communications") of the Company and or the Reinsurer
            given to Royal Trust hereunder shall be in writing and signed by an
            authorized officer, person or other representative of the Company or
            the Reinsurer. The Company and the Reinsurer shall from time to time
            furnish Royal Trust with a certificate signed by the President, a
            Vice-President or the Secretary of the Company stating the name(s)
            of the authorized officer(s) of the Company and the Reinsurer and of
            any other person(s) or representative(s) so authorized to act on
            behalf of the Company and the Reinsurer at the time specified in
            such certificate, together with specimen signatures of all such
            officers, persons or representatives, and Royal Trust shall be
            entitled to rely upon the identification of such persons as
            specified in such certificate as the persons entitled to act on
            behalf of the Company and the Reinsurer for the purposes of this
            Agreement until a later certificate respecting the same is delivered
            to Royal Trust. In addition to the foregoing communications may also
            be given, in an agreed upon code if code is requested by the Company
            or the Reinsurer, by telegram, telegraph, telex, telefax, directly
            between electro-mechanical or electronic terminals or devices or by
            telephone (verbal) confirmed forthwith by telegram, telegraph,
            telex, telefax or letter and, when so given, shall be deemed to have
            been effectively and sufficiently given for all purposes of this
            Agreement.

      16.2. The Reinsurer may designate a person or persons as an investment
            manager ("Investment Manager") and shall advise Royal Trust of any
            such designation. Any instructions from an Investment Manager so
            designated, for the purposes hereof, shall be deemed to be
            instructions of the Reinsurer and shall be governed by the foregoing
            provisions.

      16.3. Royal Trust shall act in accordance with communications given in
            accordance with Section 16.1 and 16.2 and shall, in acting in
            accordance with same, be fully protected and absolved from any and
            all liability howsoever arising.

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      16.4. The Company and Reinsurer agrees to deliver to Royal Trust the names
            of the authorized signatories of the Company and the Reinsurer and
            to keep Royal Trust informed as to any changes in the authorized
            signatories. Any restrictions or limitations on the powers and
            authority of any authorized signatory shall be communicated to Royal
            Trust in writing and signed by the President, a Vice-President or
            the Secretary of the Company and Reinsurer.

      16.5. All communications required or permitted hereunder shall be validly
            given if delivered personally, or if sent by prepaid ordinary mail
            or if transmitted by telegram, telegraph, telex, telefax or
            telephone as follows:

            (a)   in the case of Royal Trust:

                  Royal Trust Corporation of Canada
                  Royal Trust Tower, 11th Floor
                  77 King Street West
                  P.O. Box 7500, Station "A"
                  Toronto, Ontario
                  M5W 1P9

                  Attention:       Manager, Domestic Custody

                  Telephone:       (416) 955-3429
                  Telefax:         (416) 955-2600

            (b)   in the case of the Company:

                  Commerce & Industry Insurance Company of Canada
                  145 Wellington Street West, 9th Floor
                  Toronto, Ontario
                  M5J 1H8

                  Attention:       VP & Comptroller

                  Telephone:       (416) 596-4050
                  Telefax:         (416) 596-3006

            (c)   In the case of the Reinsurer:

                  Commercial Underwriters Insurance Company
                  200 State Street
                  Boston, MA  02109
                  USA

                  Attention:       John Artesani, Assistant VP, Lexington
                                   Insurance

                  Telephone:       (617) 330-8368
                  Telefax:         (617) 443-6155

                                       9
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17.   EFFECTIVE DATE

      This Agreement shall take effect upon execution by all of the parties and
      shall thereafter continue in effect and be binding upon all of the parties
      hereto and their successors or assigns so long as the Reinsurer shall be
      liable as reinsurer under the terms and provisions of the agreement of
      reinsurance for contractual liability insurance policies.

18.   SUCCESSOR CUSTODIAN

      The Company and the Reinsurer may by written agreement and upon giving
      thirty (30) days notice to Royal Trust appoint a successor custodian.

19.   RESIGNATION OF CUSTODIAN

      Royal Trust may at any time, by ninety (90) days notice given to the other
      parties hereto, resign from all responsibilities under this Agreement, but
      such resignation shall in no event take effect until the Reinsurer and the
      Company shall have appointed a successor custodian by mutual written
      agreement, except that in all events the resignation will take effect
      within twelve months following notice of resignation.

20.   TERMINATION OF AGREEMENT

      Upon termination of this Agreement by termination of all of the
      Reinsurer's liabilities as reinsurer, Royal Trust in exchange for a
      written receipt from the Reinsurer approved by the Company shall deliver
      the assets then held by it under this Agreement to the Reinsurer. Upon
      appointment of a successor custodian, Royal Trust shall deliver such
      assets in accordance with the joint instructions of the Company and the
      Reinsurer in return for releases executed by those parties with respect to
      any claims against Royal Trust other than claims based on Royal Trust's
      negligence or willful misconduct. In either such event, Royal Trust shall
      also execute such assignments, endorsements in blank, powers of attorney
      and any other documents to effect delivery and transfer of such assets as
      the Reinsurer or the Company may reasonably require in order to effect
      transfer of such assets to the Reinsurer or the successor custodian, as
      the case may be.

21.   GOVERNING LAW

      This Agreement shall be deemed to have been made under and shall be
      governed by the laws and decisions of the Province of Ontario in all
      respects including matters of construction, validity and performance.

22.   ARBITRATION

      In the event of any dispute arising under this Agreement, either the
      Company or the Reinsurer may elect that such dispute be resolved by
      arbitration. In order to make such an election, such party must select an
      arbitrator and give notice to the other of its election and of the name
      and address of the arbitrator so selected. Within ten (10) days after
      receiving that notice the other party shall select an arbitrator and give
      the first party notice of the name and address of said arbitrator. Within
      ten (10) days thereafter the two

                                       10
<PAGE>

      arbitrators so selected shall select a third arbitrator. The decision of
      the arbitrator shall be final and not subject to appeal.

23.   AMENDMENTS

      This Agreement constitutes the entire understanding of the parties hereto
      with respect to the subject matter hereof and no amendment, modification
      or alteration of the terms hereof or termination of this Agreement prior
      to the time provided for herein shall be binding unless the same be in
      writing signed by the Company and the Reinsurer. No such action shall
      prejudice any right of Royal Trust under this Agreement without its
      consent.

24.   SUCCESSORS AND ASSIGNS

      This Agreement shall be binding upon the successors and assigns of the
      respective parties hereto.

IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their duly authorized officers.

                             COMMERCE & INDUSTRY INSURANCE COMPANY OF CANADA

                             /s/ Ray Lui
                             -------------------------------------------------
                             Ray Lui, Vice President & Comptroller

                             /s/ Gary McMillan
                             -------------------------------------------------
                             Gary McMillan, President & C.O.O.

                             COMMERCIAL UNDERWRITERS INSURANCE COMPANY

                             /s/ Richard E. Jodoin
                             -------------------------------------------------
                             Richard E. Jodoin, President
                             -------------------------------------------------

                             ROYAL TRUST CORPORATION OF CANADA

                             /s/ Evan Davies
                             -------------------------------------------------
                             Evan Davies
                             Client Service Manager
                             RBC Global Services, IIS

                                       11
<PAGE>

                              CONSENT TO ASSIGNMENT

TO:   ROYAL TRUST CORPORATION OF CANADA (THE "ASSIGNOR")

RE:   TRANSFER OF THE INSTITUTIONAL INVESTOR SERVICES BUSINESS TO RBC DEXIA
      INVESTOR SERVICES TRUST IN CONNECTION WITH THE JOINT VENTURE TRANSACTION
      TO BE COMPLETED BETWEEN ROYAL BANK OF CANADA AND DEXIA BANQUE
      INTERNATIONALE A LUXEMBOURG (THE "TRANSACTION")
--------------------------------------------------------------------------------

Subject to completion of the Transaction, the undersigned hereby consents to the
assignment by the Assignor of all of its rights, title, benefit and interest in,
to and under all of the agreements entered into between the undersigned and the
Assignor prior to the Closing Date (as defined below) and described in Schedule
"A" attached hereto (collectively, the "AGREEMENTS") to a new trust company to
be formed under the laws of Canada, RBC Dexia Investor Services Trust, ("RBC
DEXIA TRUST") and an assumption by RBC Dexia Trust of all of the Assignor's
obligations and liabilities thereunder in accordance with the terms of the
Agreements, from and after the closing date of the Transaction (the "CLOSING
DATE").

With effect from the Closing Date, the Agreements shall be read and construed as
if all references to the Assignor were deleted and replaced by references to RBC
Dexia Trust and all other terms, conditions, covenants and obligations under the
Agreements shall continue in full force and effect, unamended by this assignment
and assumption.

This Consent shall be conditional upon and effective as of the Closing Date.

Dated this 21st day of December, 2005


ALLIED WORLD ASSURANCE COMPANY (U.S.) INC.

BY:  /s/ Richard E. Jodoin
     -----------------------------
NAME:   Richard E. Jodoin
TITLE:  President


                                  Page 1 of 2
<PAGE>

                                  SCHEDULE "A"

Foreign Reinsurance Trust Agreement dated September 30, 2002 between Allied
World Assurance Company (U.S.) Inc. (formerly Commercial Underwriters Insurance
Company) and American Home Assurance Company and Royal Trust Corporation of
Canada and The Superintendent of Financial Institutions

Reinsurance Custody Agreement dated September 30, 2002 between Allied World
Assurance Company (U.S.) Inc. (formerly Commercial Underwriters Insurance
Company) and Commerce and Industry Insurance Company of Canada and Royal Trust
Corporation of Canada


                                  Page 2 of 2