<PAGE>
                                                                   Exhibit 10.47

                                     INDEX

AGREEMENT MADE THE 30TH DAY OF SEPTEMBER, 2002, AMONG COMMERCIAL UNDERWRITERS
INSURANCE COMPANY, AMERICAN HOME ASSURANCE COMPANY, ROYAL TRUST CORPORATION OF
CANADA, AND THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS CANADA.

<TABLE>
<CAPTION>
PARAGRAPH                                                                                                                       PAGE
NUMBER                                                          HEADING                                                       NUMBER
<S>                                                                                                                          <C>
1.         APPOINTMENT OF TRUSTEE..................................................................................................1
--         ----------------------

2.         AUTHORIZED ASSETS.......................................................................................................2
--         -----------------

3.         ASSETS VESTED IN TRUST..................................................................................................2
--         ----------------------

4.         VALUE OF ASSETS DETERMINED BY THE SUPERINTENDENT........................................................................2
--         ------------------------------------------------

5.         VESTING, VARYING, EXCHANGING OR WITHDRAWING ASSETS......................................................................3
--         --------------------------------------------------

6.         SECURITIES LENDING......................................................................................................3
--         ------------------

7.         ASSETS IN TRUSTEE'S NAME................................................................................................3
--         ------------------------

8.         POWERS AND AUTHORITY OF TRUSTEE.........................................................................................3
--         -------------------------------

9.         ACCOUNTABILITY OF TRUSTEE...............................................................................................4
--         -------------------------

10.        DIRECTION OF REINSURER AND COMPANY......................................................................................5
---        ----------------------------------

11.        CANADIAN DEPOSITORY FOR SECURITIES LIMITED..............................................................................5
---        ------------------------------------------

12.        PAYMENTS ON ACCOUNT OF AN INTEREST IN REAL ESTATE.......................................................................5
---        -------------------------------------------------

13.        EXERCISE OF RIGHTS ATTACHED TO AN ASSET.................................................................................5
---        ---------------------------------------

14.        STATEMENT OF ASSETS.....................................................................................................6
---        -------------------

15.        ACCESS..................................................................................................................6
---        ------

16.        DIRECTION TO VEST ASSETS IN THE COMPANY.................................................................................6
---        ---------------------------------------

17.        DIRECTION TO VEST ASSETS IN THE SUPERINTENDENT..........................................................................7
---        ----------------------------------------------

18.        COMPENSATION OF TRUSTEE.................................................................................................7
---        -----------------------

19.        INTEREST ON MONIES HELD IN TRUST........................................................................................8
---        --------------------------------

20.        AMENDMENTS..............................................................................................................8
---        ----------
</TABLE>

                                       i


<PAGE>

<TABLE>
<CAPTION>
PARAGRAPH                                                                                                                       PAGE
NUMBER                                                          HEADING                                                       NUMBER
<S>                                                                                                                          <C>
21.        TERMINATION.............................................................................................................8
---        -----------

22.        APPOINTMENT OF NEW TRUSTEE..............................................................................................8
---        --------------------------

23.        WAIVER..................................................................................................................9
---        ------

24.        FURTHER ASSURANCES......................................................................................................9
---        ------------------

25.        NOTICES.................................................................................................................9
---        -------

26.        EXECUTION IN COUNTERPART...............................................................................................10
---        ------------------------

27.        PARTIAL INVALIDITY.....................................................................................................10
---        ------------------

28.        EFFECTIVE DATE.........................................................................................................11
---        --------------

29.        PROPER LAW.............................................................................................................11
---        ----------

30.        CONFLICTS OR INCONSISTENCIES...........................................................................................11
---        ----------------------------

31.        MISCELLANEOUS..........................................................................................................12
---        -------------



                                                                   SCHEDULE

SCHEDULE "A" -- VESTING OF ASSETS.................................................................................................13

SCHEDULE "B" -- DECLARATION (MONTHLY).............................................................................................14
</TABLE>

                                       ii


<PAGE>



                                   AGREEMENT

THIS AGREEMENT made in quadruplicate on the 30th day of September, 2002.

AMONG:            Commercial Underwriters Insurance Company, a corporation duly
                  organized and existing under the laws of the State of
                  California (hereinafter called the "Reinsurer")

AND:              American Home Assurance Company, a corporation duly organized
                  and existing under the laws of the State of New York
                  (hereinafter called the "Company")

AND:              Royal Trust Corporation of Canada, a trust company
                  incorporated under the laws of Canada and licensed to do
                  business in the Province of Ontario (hereinafter called the
                  "Trustee")

AND:              The Superintendent of Financial Institutions Canada
                  (hereinafter called the "Superintendent")


WHEREAS           the Company is authorized under the Insurance Companies Act
                  (hereinafter called the "Act") to insure in Canada risks;

AND WHEREAS       the Company has caused itself to be reinsured by the Reinsurer
                  against certain risks insured by it under one or more
                  reinsurance agreements (hereinafter called the "Reinsurance
                  Agreements");

AND WHEREAS       the Reinsurer is not authorized under the Act to insure risks;

AND WHEREAS       the Act and the Regulations made pursuant to the Act provide
                  that, where the Reinsurer is not authorized under the Act to
                  insure risks and is incorporated elsewhere than in Canada, a
                  reduction in the aggregate of the amount of assets in Canada
                  to be maintained by the Company may be made only to the extent
                  that security is maintained in Canada, in respect of the
                  potential liabilities of the Reinsurer under the Reinsurance
                  Agreements, in an amount, of a nature and under arrangements
                  determined by the Superintendent to be satisfactory.

      NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained in the Agreement, the parties hereto agree with one
another as follows:

                             APPOINTMENT OF TRUSTEE

1.    The Reinsurer appoints as trustee the Trustee to hold in trust for the
      Company, solely to secure the payment to the Company by the Reinsurer of
      the Reinsurer's share of any loss


<PAGE>

      or liability or both sustained by the Company for which the Reinsurer is
      liable under the Reinsurance Agreements, such assets as the Reinsurer may
      vest in trust with the Trustee in accordance with the terms of this
      Agreement.

                                AUTHORIZED ASSETS

2.    Assets that may be vested in trust with the Trustee shall be cash or
      assets in which the Company may invest its funds or any portion thereof
      pursuant to the Company's investment and lending policies, standards and
      procedures established pursuant to the Act in force from time to time
      while this Agreement is in force.

                             ASSETS VESTED IN TRUST

3.    (a)   The Reinsurer shall vest and maintain with the Trustee assets valued
            in accordance with subparagraph (b) at all times at least equal to
            115% of the actuarial and other policy liabilities of the Company in
            respect of the policies that are the subject of the Reinsurance
            Agreements with such liabilities being determined in accordance with
            generally accepted actuarial practice with such changes as may be
            determined by the Superintendent and any additional directions that
            may be made by the Superintendent.

      (b)   The assets vested in trust shall be valued at market value.

      (c)   Assets vested in trust under this Agreement in respect of the class
            of life insurance shall be held by the Trustee in an account
            identified in its records as separate and distinct from the assets
            vested in trust under this Agreement in respect of other classes.

      (d)   Assets vested in trust under this Agreement shall be held by the
            Trustee in an account identified in its records as separate and
            distinct from other accounts of the Trustee.

      (e)   Assets vested in trust under this Agreement shall be free of all
            liens, charges and encumbrances of any nature except for the charge
            customarily required to be given by the relevant participant in the
            Canadian Depository for Securities Limited under the rules governing
            participation in the Canadian Depository for Securities Limited on
            an asset deposited, and recorded in book-based form, with the
            Canadian Depository for Securities Limited.

                VALUE OF ASSETS DETERMINED BY THE SUPERINTENDENT

4.    The Superintendent may determine from time to time the value of the assets
      vested in trust or the liabilities for which the Reinsurer is liable under
      the Reinsurance Agreements. Any determination made by the Superintendent
      under this paragraph shall be binding on the Reinsurer and the Company.


                                       2
<PAGE>
      This paragraph shall only be effective with respect to the obligations of
      the Reinsurer and the Company under this Agreement and shall not affect
      the contractual relationship between the parties under the Reinsurance
      Agreements.

               VESTING, VARYING, EXCHANGING OR WITHDRAWING ASSETS

5.    (a)   Subject to paragraph 3 and subparagraph (b), prior to vesting an
            asset in trust or withdrawing an asset vested in trust, the
            Reinsurer shall obtain the written approval of the Superintendent
            and, upon receipt of the written approval of the Superintendent, the
            Trustee shall follow the written direction of the Reinsurer.

      (b)   Unless the Superintendent has otherwise directed by written notice
            to both the Reinsurer and the Trustee, the Reinsurer may, without
            the prior written approval of the Superintendent:

            (i)   vest in trust an asset listed in Schedule "A"; and

            (ii)  withdraw an asset listed in Schedule "A" vested in trust on
                  condition that the asset withdrawn is replaced, either prior
                  to or simultaneously, with an asset or assets listed in
                  Schedule "A" the value of which on the date of the withdrawal,
                  as determined under subparagraph 3(b), is and is certified by
                  the Reinsurer to the Trustee to be, at feast equal to the
                  value, as determined under subparagraph 3(b), of the asset
                  withdrawn.

                               SECURITIES LENDING

6.    The assets vested pursuant to this Agreement may not be used as part of a
      securities lending program.

                            ASSETS IN TRUSTEE'S NAME

7.    Subject to paragraph 11, the Trustee shall register in its name or,
      subject to the prior written approval of the Superintendent, in the name
      of its nominee, any asset vested in trust that can be issued in registered
      form.

      Notwithstanding the foregoing but subject to the prior written approval of
      the Superintendent, the Reinsurer may vest with the Trustee, and the
      Trustee shall not be required to register in its name, mortgages on real
      estate acquired by or on behalf of the Reinsurer under an agreement
      whereby the mortgages are to be administered by a third party.

                         POWERS AND AUTHORITY OF TRUSTEE

8.    (a)   Subject to paragraph 5, the Trustee, on the written direction of any
            of the persons authorized by the Reinsurer for that purpose for the
            time being and from time to time, shall have, in respect of the
            assets vested in trust, the powers and authority authorized in that
            written direction.


                                       3
<PAGE>

      (b)   Subject to the prior written approval of the Reinsurer, which
            approval must not be unreasonably withheld, the Trustee may employ,
            at the expense of the Reinsurer, agents, counsel (who may be counsel
            to the Reinsurer) and other professional advisors.

      (c)   The Trustee may, from time to time,

            (i)   deal with securities of the same class and nature as may
                  constitute the assets held in trust in its own behalf or on
                  behalf of accounts it manages;

            (ii)  subject to Part XI of the Trust and Loan Companies Act, be
                  affiliated with any party to whom or from whom such securities
                  may be sold or purchased; and

            (iii) use in other capacities knowledge gained in its capacity
                  hereunder without being liable to account therefor in law or
                  in equity except where the use would be detrimental,
                  prejudicial, or adverse to the best interests of the Company
                  or the Reinsurer.

                            ACCOUNTABILITY OF TRUSTEE

9.    (a)   Subject to subparagraph (b), the Trustee will exercise its powers
            and carry out its obligations under this Agreement as Trustee
            honestly, in good faith and in the best interests of the Company and
            in connection therewith will exercise that degree of care, diligence
            and skill that a reasonable and prudent person would exercise in
            comparable circumstances.

      (b)   Where the Superintendent determines that an asset vested in trust is
            withdrawn other than in accordance with paragraph 5, the
            Superintendent shall so notify the Trustee. Within thirty (30) days
            of the day on which the Trustee is notified by the Superintendent,
            the Trustee shall replace that asset with an asset or assets of the
            kind listed in Schedule "A" such that the value of the assets vested
            in trust on the replacement date, as determined under subparagraph
            3(b), is equal to the lesser of:

            (i)   the total value of the assets required under the Agreement to
                  be vested in trust on the replacement date, as determined
                  under subparagraph 3(b); and

            (ii)  the total value of the assets, as determined under
                  subparagraph 3(b), vested in trust on the day when the asset
                  vested in trust was withdrawn other than in accordance with
                  paragraph 5, determined before giving effect to the
                  withdrawal.

            In each instance where the Trustee replaces an asset in accordance
            with this paragraph, the Reinsurer shall immediately reimburse the
            Trustee for all losses, damages,, expenses, and costs incurred by
            the Trustee in respect of the replacement.


                                       4
<PAGE>

                       DIRECTION OF REINSURER AND COMPANY

10.   (a)   The Reinsurer shall identify to the Trustee, in writing, those
            Reinsurer representatives authorized to direct the Trustee in
            respect of a matter under this Agreement. The Trustee shall act only
            upon the written directions of those Reinsurer representatives and
            shall have no duty to verify the appropriateness of any directions
            which shall be binding on the Reinsurer.

      (b)   The Company shall identify to the Trustee, in writing, those Company
            representatives authorized to direct the Trustee in respect of a
            matter under this Agreement. The Trustee shall act only upon the
            written directions of those Company representatives and shall have
            no duty to verify the appropriateness of any directions which shall
            be binding on the Company.

                   CANADIAN DEPOSITORY FOR SECURITIES LIMITED

11.   Subject to the written approval of the Superintendent, the Trustee may
      deposit any of the assets vested in trust with the Canadian Depository for
      Securities Limited and shall have the same responsibility for assets
      vested in trust whether in the possession of the Trustee or deposited with
      the Canadian Depository for Securities Limited.

                PAYMENTS ON ACCOUNT OF AN INTEREST IN REAL ESTATE

12.   Unless the Reinsurer and the Trustee are otherwise directed in writing by
      the Superintendent, the Reinsurer may collect payments on account of any
      interest in real estate by way of lease, mortgage or otherwise vested in
      trust with the Trustee, provided that the Reinsurer shall:

      (a)   forthwith pay to the Trustee any monies collected on account of the
            principal of any mortgage; and

      (b)   on or before the tenth day of each month, notify in writing the
            Trustee, the Company and the Superintendent of the balance of
            principal on any mortgage on account of which the Reinsurer
            collected a payment and account for all monies collected hereunder,
            which information shall be contained in a statutory declaration of
            an officer of the Reinsurer.

                     EXERCISE OF RIGHTS ATTACHED TO AN ASSET

13.   Unless the Trustee is otherwise directed in writing by the Superintendent:

      (a)   the Trustee shall hand over to the Reinsurer all income upon the
            vested assets collected by the Trustee as the same is collected; and

      (b)   the Reinsurer shall be entitled at all times to exercise, through
            such officer or other person designated by it, the right of
            attending, acting and voting at meetings of corporations or security
            holders or otherwise in respect of vested assets and the Trustee
            shall, at the request of the Reinsurer, execute and deliver such
            instruments


                                       5
<PAGE>

            of proxy or attorney as may be reasonably required to enable the
            Reinsurer through such officer or person to exercise such rights.

                              STATEMENT OF ASSETS

14.   Unless the Superintendent otherwise directs the Trustee in writing, the
      Trustee shall on or before the fifteenth day of each month, or, if the
      fifteenth day is not a business day of the Trustee, on or before the first
      business day of the Trustee following the fifteenth day, and at such other
      times as requested by notice in writing to the Trustee from the
      Superintendent, file:

      (a)   with the Superintendent, and if the Reinsurer so elects, with the
            Reinsurer, a declaration in the form of Schedule "B", or in such
            other form as may be prescribed by the Superintendent from time to
            time, together with a diskette, containing that information as may
            be prescribed by the Superintendent from time to time of all assets
            held by the Trustee under this Agreement as at the close of business
            on the Trustee's last business day in the immediately preceding
            month; and

      (b)   where the Reinsurer does not elect under subparagraph (a), with the
            Reinsurer a statement containing that information as may be
            prescribed by the Reinsurer from time to time of all assets held by
            the Trustee under this Agreement.

      The Trustee shall submit separate declarations in respect of the class of
      life insurance and in respect of classes of insurance other than life
      insurance.

                                     ACCESS

15.   The Trustee shall at all times, upon reasonable notice, permit the
      Superintendent, the Reinsurer and the Company access, for purposes of
      examination, to all assets held in trust under this Agreement and to the
      records of the Trustee in relation thereto.

                     DIRECTION TO VEST ASSETS IN THE COMPANY

16.   (a) The Trustee shall, on notice in writing from the Company accompanied
      by the written approval of the Superintendent, without inquiry as to the
      correctness of any request made by the Company, assign and deliver to the
      Company those assets held by it in trust that the Company specifies in its
      request after deduction by the Trustee of an amount equal to the aggregate
      of any unpaid compensation to the date of transfer and any losses,
      damages, expenses and costs owing to the Trustee pursuant to paragraph 18
      and subparagraph 9(b) respectively.

      (b)   The Company shall apply the assets assigned and delivered to it
            pursuant to subparagraph (a) without diminution on account of the
            insolvency of the Company for the following purposes only:

            (i)   to pay or reimburse itself for the Reinsurer's share of any
                  loss or liability or both, including any loss or liability on
                  account of claims incurred but


                                       6
<PAGE>

                  not reported, sustained by the Company for which the Reinsurer
                  is liable under the Reinsurance Agreements; and

            (ii)  to make payment to the Reinsurer of any balance of the assets
                  in excess of the actual amount required by clause (i) above if
                  requested by the Reinsurer:

                 DIRECTION TO VEST ASSETS IN THE SUPERINTENDENT

17.   (a)   If

            (i)   the Company is no longer authorized under the Act to insure in
                  Canada risks,

            (ii)  a judgment against the Company in respect of which no further
                  right of appeal exists remains unsatisfied for thirty (30)
                  days, or

            (iii) a liquidator or receiver of the Company or of any part of the
                  insurance business of the Company is appointed under the
                  provisions of any statute or pursuant to any agreement between
                  the Company and a third party, the Superintendent may direct
                  the Trustee and the Trustee shall, without inquiry into the
                  correctness of any statement of the Superintendent, assign and
                  transfer to the Superintendent or the Superintendent's
                  appointee all assets held in trust under the terms of this
                  Agreement after deduction by the Trustee of an amount equal to
                  the aggregate of any unpaid compensation to the date of
                  transfer and any losses, damages, expenses and costs owing to
                  the Trustee pursuant to paragraph 18 and subparagraph 9(b)
                  respectively.

      (b)   The Superintendent or his appointee shall apply the assets assigned
            and delivered pursuant to subparagraph (a) without diminution on
            account of the insolvency of the Company for the following purposes
            only:

            (i)   to pay or reimburse the Company for the Reinsurer's share of
                  any loss or liability or both, including any loss or liability
                  on account of claims incurred but not reported, sustained by
                  the Company for which the Reinsurer is liable under the
                  Reinsurance Agreements; and

            (ii)  to make payment to the Reinsurer of any balance of the assets
                  in excess of the actual amount required by clause (i) above if
                  requested by the Reinsurer.

                             COMPENSATION OF TRUSTEE

18.   The Trustee is entitled to reasonable compensation for its services and
      expenses under this Agreement as may be agreed upon by the Reinsurer and
      the Trustee, and if no such agreement is reached, either the Reinsurer or
      the Trustee may on ten (10) days notice in


                                       7
<PAGE>

      writing apply to a court of competent jurisdiction to fix the compensation
      that the Reinsurer shall pay the Trustee.

                        INTEREST ON MONIES HELD IN TRUST

19.   The Trustee shall pay the Reinsurer such interest on monies held in trust
      as is paid by the Trustee on the same or similar accounts.

                                   AMENDMENTS

20.   (a)   This Agreement may be amended only by a written agreement executed
            by the Company, the Reinsurer, the Trustee and the Superintendent.

      (b)   The Company, the Reinsurer and the Trustee shall make those
            amendments to this Agreement that the Superintendent reasonably
            requires.

                                   TERMINATION

21.   The Trustee and, subject to the prior written approval of the
      Superintendent, the Company or the Reinsurer may terminate this Agreement
      on at least thirty (30) days notice in writing to the Superintendent and
      the other parties specifying in the notice the date of termination. Upon
      the date of termination specified in the notice, the Trustee shall be
      discharged from any further responsibilities to carry out the terms
      provided in this Agreement save for its obligations under paragraph 22.

                           APPOINTMENT OF NEW TRUSTEE

22.   As soon as practicable

            (i)   on the Trustee ceasing to carry on business, or refusing to
                  act as a trustee,

            (ii)  on the Trustee becoming insolvent, being deemed insolvent or
                  admitting that it is insolvent within the meaning of any
                  statute, or becoming (whether voluntarily or involuntarily)
                  subject to any proceedings for its winding-up, liquidation or
                  dissolution,

            (iii) on the Superintendent taking control of the assets of, or
                  taking control of, the Trustee under the Trust and Loan
                  Companies Act,

            (iv)  on the Trustee defaulting in its duties or obligations or any
                  of them hereunder and not commencing to rectify the default
                  within thirty (30) days after written notice from another
                  parry specifying the default and requiring the Trustee to
                  remedy the same, or

            (v)   after giving or receiving a notice under paragraph 21,

            the Reinsurer shall appoint another trust company approved by the
            Superintendent and authorized to act as a trustee and the Trustee
            shall execute all documents that


                                       8
<PAGE>

            the Reinsurer shall deem necessary to vest in that trust company the
            assets vested in trust in the Trustee and transfer in writing to
            that trust company all its rights and obligations under this
            Agreement after deduction by the Trustee of an amount equal to the
            aggregate of any unpaid compensation to the date of the transfer and
            any losses, damages, expenses and costs owing to the Trustee
            pursuant to paragraph 18 and subparagraph 9(b) respectively.

                                     WAIVER

23.   No waiver by any party of any breach of any of the covenants, provisos,
      conditions, restrictions or stipulations contained in this Agreement shall
      take effect or be binding upon that party unless the same is expressed in
      writing under the authority of that party and is approved in writing by
      the Superintendent and any waiver so given and approved shall extend only
      to the particular breach so waived and shall not limit or affect any
      rights with respect to any other future breach.

                               FURTHER ASSURANCES

24.   Each of the parties to this Agreement shall execute and deliver all such
      instruments and assurances and do all other acts and things as are
      necessary to give full effect to and carry out their respective
      obligations under this Agreement.

                                     NOTICES

25.   (a)   Notices under this Agreement shall be served either

            (i)   personally by delivering them to the party on whom they are to
                  be served at that party's address hereinafter given, provided
                  such delivery shall be during the addressee's normal business
                  hours. Personally served notices shall be deemed received by
                  the addressees when actually delivered as aforesaid,

            (ii)  by telex or facsimile (or by any other like method by which a
                  written and recorded message may be sent) directed to the
                  party on whom they are to be served at that party's address
                  hereinafter given. Notices so served shall be deemed received
                  by the addressee: i) when actually received by the addressee
                  if received within the normal working hours of the addressee's
                  business day; or ii) at the commencement of the next ensuing
                  business day of the addressee following transmission thereof,
                  whichever is the earlier, or

            (iii) by prepaid first class mail addressed to the party on whom
                  they are to be served at that party's address hereinafter
                  given. Notices so served shall be deemed received on the fifth
                  (5th) day following the day on which they are so mailed,
                  provided however that if delivery by prepaid first class mail
                  of any notice required or permitted under this Agreement is or
                  is likely to be delayed due to interruption or suspension of
                  the postal service because of a mail strike, slowdown or other
                  labour dispute which might affect the


                                       9
<PAGE>

                  delivery of the notice, then the notice shall be effective
                  only if delivered personally or by telex or facsimile (or by
                  any other like method by which a written and recorded message
                  may be sent).

      (b)   Unless changed by written notice to the other parties, the addresses
            for service of notice hereunder of each of the respective parties
            shall be as follows:

            Commercial Underwriters Insurance Company
            200 State Street
            Boston, MA 02109
            U.S.A.
            Attention:  John Artesani, Assistant VP, Lexington Insurance
            Facsimile:  617-443-6155

            American Home Assurance Company
            145 Wellington St West, 9th Floor
            Toronto, Ontario
            M5J 1H8
            Attention:  Assistant Vice President
            Facsimile:  416-596-4141

            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
            Facsimile:  416-955-2600

            Superintendent of Financial Institutions Canada
            16th Floor, Kent Square
            255 Albert Street
            Ottawa, Ontario
            KlA OH2
            Attention:  Assistant Superintendent, Supervision
            Facsimile:  613-952-8219

                            EXECUTION IN COUNTERPART

26.   This Agreement may be executed and delivered in counterpart, each of
      which, when so executed and delivered, shall be deemed to be an original.
      All counterparts together shall constitute one and the same agreement.

                               PARTIAL INVALIDITY

27.   If at any time any provision of this Agreement is or becomes illegal,
      invalid or unenforceable in any respect under the law of any jurisdiction,
      neither the legality,


                                       10
<PAGE>

      validity or enforceability of the remaining provisions of this Agreement
      nor the legality, validity or enforceability of such provision under the
      law of any other jurisdiction shall in any way be affected or impaired
      thereby.

                                 EFFECTIVE DATE

28.   This Agreement shall take effect as of the date and year first above
      written.

                                   PROPER LAW

29.   This Agreement shall be governed by the laws of the Province of Ontario
      and the federal laws of Canada applicable therein.

                          CONFLICTS OR INCONSISTENCIES

30.   In the event of a conflict or inconsistency between the terms and
      conditions of this Agreement and the terms and conditions of the
      Reinsurance Agreements, the former shall in each and every instance
      prevail.


                                       11
<PAGE>


                                  MISCELLANEOUS

31.   Paragraph headings and other headings or captions or the index or the
      title hereto shall not be used in construing or interpreting any provision
      of this Agreement or the relationship of the parties to this Agreement.

IN WITNESS WHEREOF the Reinsurer, the Company, the Trustee and the
Superintendent has executed this Agreement.

COMMERCIAL UNDERWRITERS INSURANCE             AMERICAN HOME ASSURANCE
COMPANY                                       COMPANY


/s/ Dorothy E. Maus                           /s/ Ray Lui
----------------------------------            ----------------------------------
Name                        (Seal)            Name Ray Lui                (Seal)


Dorothy E. Maus, Vice President               Assistant Vice President
----------------------------------            ----------------------------------
Title                                         Title

/s/ Richard E. Jodoin                         /s/ Gary McMillan
----------------------------------            ----------------------------------
Name                                          Name Gary McMillan


Richard E. Jodoin, President                  Chief Agent for Canada
----------------------------------            ----------------------------------
Title                                         Title

                                              SUPERINTENDENT
ROYAL TRUST CORPORATION OF CANADA             OF FINANCIAL INSTITUTIONS


/s/ Tracey Doyle
----------------------------------            ----------------------------------
Name


Tracy Doyle, Director, Client Service
----------------------------------
Title

/s/ Larry W. Veitel
----------------------------------
Name

Larry W. Veitel
Client Service Manager
RBC Global Services, IIS
----------------------------------
Title


                                       12
<PAGE>


SCHEDULE "A" to the Agreement made the 30th day of September, 2002, among the
American Home Assurance Company, Commercial Underwriters Insurance Company,
Royal Trust Corporation of Canada, and the Superintendent of Financial
Institutions Canada.

                                VESTING OF ASSETS
                          PAYABLE IN CANADIAN CURRENCY

I.    CASH

II.   BONDS, DEBENTURES AND OTHER EVIDENCES OF INDEBTEDNESS:

      a)    Government:

            (i)   Canada and Guaranteed

            (ii)  Canadian Provincial and Guaranteed

            (iii) Canadian Municipal, Public Authority, School and Parochial

      b)    Corporate: Canadian

III.  SHARES:

      a)    Common: Canadian

      b)    Preferred: Canadian

IV.   GUARANTEED INVESTMENT CERTIFICATES


                                       13
<PAGE>


SCHEDULE "B" to the Agreement made 30th day of September, 2002, among the

American Home Assurance Company, Commercial Underwriters Insurance Company,

Royal Trust Corporation of Canada, and the Superintendent of Financial

Institutions Canada.

                                   DECLARATION

WHEREAS Royal Trust Corporation of Canada, a trust company incorporated under
the laws of Canada and having its chief office or place of business for Canada
in the City of Toronto, in the Province of Ontario, has been appointed pursuant
to the Agreement made the 30th day of September, 2002, among American Home
Assurance Company, Commercial Underwriters Insurance Company, Royal Trust
Corporation of Canada, and the Superintendent of Financial Institutions Canada
(the "Agreement") as Trustee for the purposes of the Agreement.

NOW THEREFORE IT IS WITNESSED that the said Trust Company, as such Trustee,
hereby acknowledges and declares that it now holds, in accordance with and
subject to the terms and provisions of the Agreement, assets the total accepted
values of which, as at             , 20  , based on the values as last
determined by the requirements of the Agreement, are summarized below and
details in respect of which are set forth in the diskette accompanying this
Declaration and that the said Trustee declares that it will continue to hold
said assets under and subject to all the terms and provisions of the said
Agreement.

DATED at the City of             this     day of               , 20  .


                                  TRUST COMPANY

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


 INSURANCE COMPANY                                      ACCEPTED VALUE
  INSTITUTION CODE          FULL COMPANY NAME          BOOK      MARKET
  ----------------          -----------------          ----      ------


                                       14
<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.