25% Quota Share Reinsurance Agreement, effective December 1, 2005



 EXHIBIT 10.23 
 Addendum No. 1 
 to the 
 Net Quota Share 
 Reinsurance Contract 
 Effective: July 1, 2005 
 issued to
the 
 VESTA FIRE INSURANCE CORPORATION 
 SHELBY INSURANCE COMPANY 
 THE HAWAIIAN INSURANCE AND GUARANTY COMPANY, LTD. 
 FLORIDA SELECT INSURANCE COMPANY 
 SHELBY CASUALTY INSURANCE COMPANY 
 VESTA INSURANCE CORPORATION 
 and 
 TEXAS SELECT LLOYDS INSURANCE COMPANY 
 and

 any other insurance companies which are now or 
 hereafter come under the ownership, control or management of 
 Vesta Fire Insurance Corporation and agreed to
be included in advance by the Reinsurer 
 It Is Hereby Agreed, effective December 1, 2005, with respect to losses arising out of Loss
Occurrences commencing on or after that date, that paragraph A of Article VIII - Retention and Limit - shall be deleted and the following substituted therefor: 
  

	 	“A.	The Company shall cede to the Reinsurer and the Reinsurer agrees to accept 75.0% of the Company’s Net Liability under Policies in force at the effective date hereof or issued
or renewed during the Contract Year. Further, the Company shall cede to the Reinsurer 75.0% of the Net Unearned Premium Reserves at inception of this Agreement and 75.0% of the Net Written Premium on all Policies subject to this Contract.”


 The provisions of this Contract shall remain otherwise unchanged. 
 

 







 Addendum No. 1 
 to the  
 Interests and Liabilities Agreement 
 of 
 ACE Property & Casualty Insurance
Company 
 Philadelphia, Pennsylvania 
 by 
 ACE Tempest Re USA, LLC 
 Stamford, Connecticut  
 (hereinafter referred to as the “Subscribing Reinsurer”) 
 with respect to the 
 Net Quota Share

 Reinsurance Contract 
 Effective: July 1, 2005 
 issued to and duly executed by 
 VESTA FIRE INSURANCE CORPORATION 
 SHELBY INSURANCE COMPANY 
 THE HAWAIIAN INSURANCE AND GUARANTY COMPANY, LTD. 
 FLORIDA SELECT INSURANCE COMPANY 
 SHELBY CASUALTY INSURANCE COMPANY 
 VESTA INSURANCE CORPORATION 
 and 
 TEXAS SELECT LLOYDS INSURANCE COMPANY 
 and 
 any other insurance companies which are now or 
 hereafter come under the ownership, control or management of 
 Vesta Fire Insurance Corporation and agreed to be included in advance
by the Reinsurer 
 It Is Hereby Agreed that Addendum No. 1 to the Contract shall form part of the Contract, effective December 1, 2005.

 It Is Further Agreed that the Subscribing Reinsurer’s share in the interests and liabilities of the “Reinsurer” under the
Contract shall be revised from 25.000% to 16.667%, effective December 1, 2005, with respect to losses arising out of Loss Occurrences commencing on or after that date. 
  

			
	Page 1 of 2	 	










 In Witness Whereof, the parties hereto by their duly authorized representatives have executed this Addendum as of
the dates undermentioned at: 
 Birmingham, Alabama, this 4th day of January in the year 2006. 
  

			
		 	 Russ Crouch

		 	Vesta Fire Insurance Corporation (for and on behalf of the Company)

 Stamford Connecticut, this      day of
                     in the year         . 
  

			
		
		 	  

		 	 ACE Tempest Re USA, LLC
 (for and on behalf of ACE Property & Casualty Insurance Company)


  

			
	Page 2 of 2	 	










 Addendum No. 2 
 to the 
 Interests and Liabilities Agreement 
 of 
 Swiss Reinsurance America Corporation 
 Armonk, New York 
 through 
 Swiss Re Underwriters Agency, Inc. 
 Calabasas,
California  
 (hereinafter referred to as the “Subscribing Reinsurer”) 
 with respect to the 
 Net Quota Share

 Reinsurance Contract 
 Effective: July 1, 2005 
 issued to and duly executed by 
 VESTA FIRE INSURANCE CORPORATION 
 SHELBY INSURANCE COMPANY 
 THE HAWAIIAN INSURANCE AND GUARANTY COMPANY, LTD. 
 FLORIDA SELECT INSURANCE COMPANY 
 SHELBY CASUALTY INSURANCE COMPANY 
 VESTA INSURANCE CORPORATION 
 and 
 TEXAS SELECT LLOYDS INSURANCE COMPANY 
 and 
 any other insurance companies which are now or 
 hereafter come under the ownership, control or management of 
 Vesta Fire Insurance Corporation and agreed to be included in advance
by the Reinsurer 
 It Is Hereby Agreed that Addendum No. 1 to the Contract shall form part of the Contract,
effective December 1, 2005. 
 It Is Further Agreed that the Subscribing Reinsurer’s share in the interests and liabilities of the
“Reinsurer” under the Contract shall be revised from 75.0% to 50.0%, effective December 1, 2005, with respect to losses arising out of Loss Occurrences commencing on or after that date. 
  

			
	Page 1 of 2	 	










 In Witness Whereof, the parties hereto by their duly authorized representatives have executed this Addendum as of
the dates undermentioned at: 
 Birmingham, Alabama, this 4th day of January in the year 2006. 
  

			
		 	 Russ Crouch

		 	Vesta Fire Insurance Corporation (for and on behalf of the Company)

 Calabasas, California, this      day of
                     in the year         . 
  

			
		
		 	  

		 	 Swiss Re Underwriters Agency, Inc.
 (for Swiss
Reinsurance America Corporation)


  

			
	 Page 2 of 2
	 	










 Interests and Liabilities Agreement 
 entered into by and between 
 VESTA FIRE INSURANCE CORPORATION 
 SHELBY INSURANCE COMPANY 
 THE HAWAIIAN
INSURANCE AND GUARANTY COMPANY, LTD. 
 FLORIDA SELECT INSURANCE COMPANY 
 SHELBY CASUALTY INSURANCE COMPANY 
 VESTA INSURANCE CORPORATION 
 and 
 TEXAS SELECT LLOYDS INSURANCE COMPANY

 and 
 any other insurance
companies which are now or 
 hereafter come under the ownership, control or management of 
 Vesta Fire Insurance Corporation and agreed to be included in advance by the Reinsurer 
 and 
 E+S Reinsurance (Ireland) Limited 
 Dublin, Ireland  
 (hereinafter
referred to as the “Subscribing Reinsurer”) 
 It Is Hereby Agreed that the Subscribing Reinsurer shall have a 6.666% share in
the interests and liabilities of the “Reinsurer” as set forth in the attached Contract entitled: 
 Net Quota Share

 Reinsurance Contract 
 Effective: July 1, 2005 
 (as amended by Addendum No. 1) 
 It Is Further Agreed that this Agreement shall become effective on December 1, 2005, with respect to losses arising out of Loss Occurrences commencing on or
after that date, and shall continue in force until June 30, 2006, both days inclusive, unless earlier terminated in accordance with the provisions of the attached Contract. 
 It Is Also Agreed that the Subscribing Reinsurer’s share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the
other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. 
  

			
	 Page 1 of 2
	 	










 It Is Also Agreed that as respects the Subscribing Reinsurer’s percentage share(s) in the attached
Contract, the following shall apply: 
  

	1.	In lieu of the provisions of paragraph A of Article I - Definitions - the following paragraph shall apply: 

  

	 	“A.	‘Contract Year’ as used herein shall mean the period from December 1, 2005 through June 30, 2006, both days inclusive. If this Contract is terminated prior to
June 30, 2006, the Contract Year shall be from December 1, 2005 through the date of termination.” 

  

	2.	In lieu of the provisions of paragraph A of Article XII - Reports and Remittances - the following paragraph shall apply: 

  

	 	“A.	On December 20, 2005, the Company shall report to the Reinsurer the ceded unearned premium (net of inuring reinsurance as set forth in Article VI) with respect to business in
force on December 1, 2005. The Company shall remit payment of this amount, less Ceding Commission, by January 3, 2006.” 

  

	3.	In lieu of the Schedule A attached to and forming part of the attached Contract, the Schedule A attached to and forming part of this Agreement shall apply. 


In Witness Whereof, the parties hereto by their respective duly authorized representatives have executed this Agreement as of the dates undermentioned at:

 Birmingham, Alabama, this 4th day of January in the year 2006. 
  

			
		 	 Russ Crouch

		 	Vesta Fire Insurance Corporation (for and on behalf of the Company)

 Dublin, Ireland, this      day of
                     in the year         . 
  

			
		 	  

		 	 E+S Reinsurance (Ireland) Limited


  

			
	Page 2 of 2	 	










 Interests and Liabilities Agreement 
 entered into by and between 
 VESTA FIRE INSURANCE CORPORATION 
 SHELBY INSURANCE COMPANY 
 THE HAWAIIAN
INSURANCE AND GUARANTY COMPANY, LTD. 
 FLORIDA SELECT INSURANCE COMPANY 
 SHELBY CASUALTY INSURANCE COMPANY 
 VESTA INSURANCE CORPORATION 
 and 
 TEXAS SELECT LLOYDS INSURANCE COMPANY

 and 
 any other insurance
companies which are now or 
 hereafter come under the ownership, control or management of 
 Vesta Fire Insurance Corporation and agreed to be included in advance by the Reinsurer 
 and 
 Hannover Reinsurance (Ireland) Ltd. 
 Dublin, Ireland  
 (hereinafter
referred to as the “Subscribing Reinsurer”) 
 It Is Hereby Agreed that the Subscribing Reinsurer shall have a 26.667% share in
the interests and liabilities of the “Reinsurer” as set forth in the attached Contract entitled: 
 Net Quota Share

 Reinsurance Contract 
 Effective: July 1, 2005 
 It Is Further Agreed that this Agreement shall become effective on December 1, 2005, with respect
to losses arising out of Loss Occurrences commencing on or after that date, and shall continue in force until June 30, 2006, both days inclusive, unless earlier terminated in accordance with the provisions of the attached Contract. 

It Is Also Agreed that the Subscribing Reinsurer’s share in the attached Contract shall be separate and apart from the shares of the other
reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. 
  

			
	Page 1 of 2	 	










 It Is Also Agreed that as respects the Subscribing Reinsurer’s percentage share(s) in the attached
Contract, the following shall apply: 
  

	1.	In lieu of the provisions of paragraph A of Article I - Definitions - the following paragraph shall apply: 

  

	 	“A.	‘Contract Year’ as used herein shall mean the period from December 1, 2005 through June 30, 2006, both days inclusive. If this Contract is terminated prior to
June 30, 2006, the Contract Year shall be from December 1, 2005 through the date of termination.” 

  

	2.	In lieu of the provisions of paragraph A of Article XII - Reports and Remittances - the following paragraph shall apply: 

  

	 	“A.	On December 20, 2005, the Company shall report to the Reinsurer the ceded unearned premium (net of inuring reinsurance as set forth in Article VI) with respect to business in
force on December 1, 2005. The Company shall remit payment of this amount, less Ceding Commission, by January 3, 2006.” 

  

	3.	In lieu of the Schedule A attached to and forming part of the attached Contract, the Schedule A attached to and forming part of this Agreement shall apply. 


In Witness Whereof, the parties hereto by their respective duly authorized representatives have executed this Agreement as of the dates undermentioned at:

 Birmingham, Alabama, this 4th day of January in the year 2006. 
  

			
		 	 Russ Crouch

		 	Vesta Fire Insurance Corporation (for and on behalf of the Company)

 Dublin, Ireland, this      day of
                     in the year         . 
  

			
		 	  

		 	 Hannover Reinsurance (Ireland) Ltd.


  

			
	Page 2 of 2	 	










 Schedule A 
 (Revised: December 1, 2005) 
 Monthly Reporting Requirements 
 Cumulative Amounts evaluated as of XX/XX/XX 
  

																	
	 	  	California	  	Texas	  	Other States	  	TOTAL
	 	  	Gross	  	Ceded	  	Gross	  	Ceded	  	Gross	  	Ceded	  	Gross	  	Ceded
	 Premium
	  		  		  		  		  		  		  		  	
	 Unearned at 12/1/05
	  		  		  		  		  		  		  		  	
	 Written Beginning 12/1/05
	  		  		  		  		  		  		  		  	
	 Earned during treaty term
	  		  		  		  		  		  		  		  	
	 Ceding Commission
	  		  		  		  		  		  		  		  	
	 Paid
	  		  		  		  		  		  		  		  	
	 Expected Final
	  		  		  		  		  		  		  		  	
	 Loss & ALAE
	  		  		  		  		  		  		  		  	
	 Paid Loss
	  		  		  		  		  		  		  		  	
	 Paid ALAE
	  		  		  		  		  		  		  		  	
	 Outstanding Loss & ALAE
	  		  		  		  		  		  		  		  	
	 IBNR Loss & ALAE
	  		  		  		  		  		  		  		  	
	 Mold Loss & ALAE
	  		  		  		  		  		  		  		  	
	 Shock Loss & ALAE
	  		  		  		  		  		  		  		  	

  

			
	 Schedule A (Revised)
	 	










 (Revised: December 1, 2005) 
 Net Quota Share 
 Reinsurance Contract 
 Effective: July 1, 2005 
 issued to

 VESTA FIRE INSURANCE CORPORATION 
 SHELBY INSURANCE COMPANY 
 THE HAWAIIAN INSURANCE AND GUARANTY COMPANY, LTD. 
 FLORIDA SELECT INSURANCE COMPANY 
 SHELBY CASUALTY INSURANCE COMPANY 
 VESTA INSURANCE CORPORATION 
 and 
 TEXAS SELECT LLOYDS INSURANCE COMPANY 
 and

 any other insurance companies which are now or 
 hereafter come under the ownership, control or management of 
 Vesta Fire Insurance Corporation and agreed to
be included in advance by the Reinsurer 
  

				
	 Reinsurers
	  	Participations	 
	 ACE Tempest Re USA, LLC (for ACE Property & Casualty Insurance Company)
	  	16.667	%
	 E+S Reinsurance (Ireland) Ltd.
	  	6.666	 
	 Hannover Reinsurance (Ireland) Ltd.
	  	26.667	 
	 Swiss Re Underwriters Agency, Inc. (for Swiss Reinsurance America Corporation)
	  	50.000	 
		
	 Total
	  	100.000	%