<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                                                   Exhibit 10.26

               CASUALTY VARIABLE QUOTA SHARE REINSURANCE AGREEMENT

<TABLE>
<CAPTION>
ARTICLE                                                                     PAGE
-------                                                                     ----
<S>                                                                         <C>
COVERAGE ARTICLE                                                              2
FOLLOW THE FORTUNES ARTICLE                                                   6
COMMENCEMENT AND TERMINATION ARTICLE                                          6
SPECIAL TERMINATION OR SETTLEMENT ARTICLE                                     7
TERRITORY ARTICLE                                                            10
EXCLUSIONS ARTICLE                                                           11
REINSURANCE PREMIUM AND CEDING COMMISSION ARTICLE                            18
OTHER REINSURANCE ARTICLE                                                    18
EXTRA CONTRACTUAL OBLIGATIONS AND EXCESS OF LIMITS LIABILITY
ARTICLE                                                                      18
REPORTS AND REMITTANCES ARTICLE                                              20
LOSS AND LOSS ADJUSTMENT EXPENSE ARTICLE                                     20
LOSS SETTLEMENTS ARTICLE                                                     21
OFFSET ARTICLE                                                               22
SALVAGE AND SUBROGATION ARTICLE                                              22
WARRANTIES ARTICLE                                                           23
DELAYS, ERRORS, OR OMISSIONS ARTICLE                                         24
ENTIRE AGREEMENT, INTERPRETATION ARTICLE                                     25
ACCESS TO RECORDS ARTICLE                                                    25
CONFIDENTIALITY ARTICLE                                                      25
INSOLVENCY ARTICLE                                                           25
ARBITRATION ARTICLE                                                          27
GOVERNING LAW ARTICLE                                                        29
CURRENCY REVALUATION AND FOREIGN EXCHANGE ARTICLE                            29
SERVICE OF SUIT ARTICLE                                                      30
AGENCY ARTICLE                                                               32
INTERMEDIARY ARTICLE                                                         32
RESERVES AND FUNDING ARTICLE                                                 32
FEDERAL EXCISE TAX ARTICLE                                                   34
DEFINITIONS ARTICLE                                                          34
INSOLVENCY FUNDS EXCLUSION CLAUSE
NUCLEAR INCIDENT EXCLUSION CLAUSES AND NUCLEAR ENERGY RISKS
EXCLUSION CLAUSES
</TABLE>


AR 16479 -- 3/1/06                     1
(04/20/06)
<PAGE>

               CASUALTY VARIABLE QUOTA SHARE REINSURANCE AGREEMENT

                                    PREAMBLE

Words and phrases that appear in BOLD print have special meanings that are
defined either in the Definitions Article or in the text of this AGREEMENT.

This AGREEMENT is made and entered into by and between:

Allied World Assurance Company, Ltd., a Bermuda corporation;
Allied World Assurance Company (Europe) Limited, an Ireland corporation;
Allied World Assurance Company (Reinsurance) Limited, an Ireland corporation;
Allied World Assurance Company (U.S.) Inc.; and
Newmarket Underwriters Insurance Company;

(Hereinafter collectively referred to as the COMPANY);

Of the one part, and

The various reinsurers as identified by the Interests And Liabilities Agreements
attaching to and forming a part of this AGREEMENT

(Hereinafter referred to individually as the REINSURER and collectively as the
REINSURERS)

Of the other part.

The parties hereto agree as hereinbelow, in consideration of the mutual
covenants contained in the following Articles and upon the terms and conditions
set forth therein:

COVERAGE ARTICLE

The COMPANY will cede to the REINSURER, and the REINSURER will accept a quota
share percentage (as specified for such REINSURER in the Interests And
Liabilities Agreement attaching to and forming a part of this AGREEMENT) of the
interests and liabilities of all POLICIES classified by the COMPANY as:

Excess General Casualty Insurance; and

Underwritten by the COMPANY'S staff.

The quota share cession will be based on the original limits and initial
attachment point of each reinsured POLICY as follows:

SECTION A

(This Section A is not applicable to POLICIES written by Allied World Assurance
Company (U.S.) Inc. or Newmarket Underwriters Insurance Company.)


                                        2

<PAGE>

I.   As respects POLICIES with original limits up to and including $25,000,000,
     E25,000,000 or L15,000,000, the COMPANY will cede to the REINSURER, and the
     REINSURER will accept, the quota share percentage (as specified for such
     REINSURER in the Interests And Liabilities Agreement attaching to and
     forming a part of this AGREEMENT). The quota share percentage of the
     interests and liabilities of the subject POLICIES that will be ceded to the
     REINSURERS under this Section A is 12.00%.

II.  The limit of liability to the REINSURERS for ULTIMATE NET LOSS will not
     exceed $3,000,000, E3,000,000, or L1,800,000, i.e. 12.00% of the applicable
     POLICY limit, each OCCURRENCE under each reinsured POLICY, subject to any
     reinstatement or any aggregate provisions (or both) in the reinsured
     POLICY.

III. All POLICIES subject to this Section A will be written above a minimum
     initial attachment point of $10,000,000, E10,000,000, or L10,000,000.

SECTION B

(This Section B is not applicable to POLICIES written by Allied World Assurance
Company (U.S.) Inc. or Newmarket Underwriters Insurance Company.)

I.   As respects POLICIES with original limits in excess of $25,000,000,
     E25,000,000 or L15,000,000, the COMPANY will cede to the REINSURER, and the
     REINSURER will accept, its percentage (as specified for such REINSURER in
     the Interests And Liabilities Agreement attaching to and forming a part of
     this AGREEMENT) of a variable quota share cession to the REINSURERS of the
     interests and liabilities of the subject POLICIES. The variable quota share
     cession to the REINSURERS will be calculated individually with respect to
     each reinsured POLICY and will equal one minus the COMPANY'S RETAINED
     PERCENTAGE.

     The COMPANY'S RETAINED PERCENTAGE as used in this Section B means:

     The percentage that results from dividing the sum of the following two
     amounts:

     1.   (a) $25,000,000;

          (b) E25,000,000; or

          (c) L15,000,000; plus

     2.   5.00% of the remaining reinsured POLICY'S original limit after the
          amount in 1. (a), 1. (b), or 1. (c) above has been subtracted from
          that POLICY'S total original limit;

     By the reinsured POLICY'S total original limit.

     The currency of the reinsured POLICY'S original limit will determine
     whether the amount in 1. (a), 1. (b), or 1. (c) above is used in the
     calculation of the COMPANY'S RETAINED PERCENTAGE. If the currency of the
     reinsured POLICY'S original limit is in United States of America (U.S.)
     dollars, then the amount in 1. (a) above will be used. If the currency of
     the reinsured POLICY'S original limit is in euros, then the amount in 1.
     (b) above will be used. If the currency of the


                                        3

<PAGE>

     reinsured POLICY'S original limit is in United Kingdom (UK) pounds
     sterling, then the amount in 1. (c) above will be used. Where the reinsured
     POLICY'S original limit is written in a currency other than one of the
     preceding currencies in this paragraph, the reinsured POLICY'S original
     limit will be converted into U.S. dollars subject to the provisions of the
     Currency Revaluation And Foreign Exchange Article and the amount in 1. (a)
     above will be used in the calculation of the COMPANY'S RETAINED PERCENTAGE
     for such POLICY.

     Example:

     (i)  For the purpose of this example, it is assumed that L20,000,000 is the
          reinsured POLICY'S total original limit;

     (ii) The reinsured POLICY'S original limit is in UK pounds sterling;
          therefore, the amount in 1. (c) above will be used the calculation of
          the COMPANY'S RETAINED PERCENTAGE;

     (iii) 5.00% of the amount remaining after L15,000,000 is subtracted from
          L20,000,000 equals L250,000 (i.e. 5.00% of L5,000,000);

     (iv) L15,000,000 + L250,000 equals L15,250,000;

     (v)  The COMPANY'S RETAINED PERCENTAGE with respect to the reinsured POLICY
          is therefore 76.25000% (L15,250,000 divided by L20,000,000);

     (vi) 1.00 minus 76.25000% equals 23.75000%; therefore, 23.75000% is the
          quota share cession ceded to the REINSURERS with respect to the
          reinsured POLICY.

II.  The limit of liability to the REINSURERS for ULTIMATE NET LOSS will not
     exceed $25,000,000 (i.e., 50% of $50,000,000) or E25,000,000 (i.e., 50% of
     E50,000,000) or L15,000,000 (i.e., 50% of L30,000,000), each OCCURRENCE
     under each reinsured POLICY, subject to any reinstatement or any aggregate
     provisions (or both) in the reinsured POLICY.

III. All POLICIES subject to this Section B will be written above a minimum
     initial attachment point of $25,000,000, E25,000,000, or L15,000,000.

SECTION C

(This Section C is applicable only to POLICIES written by Allied World Assurance
Company (U.S.) Inc. or Newmarket Underwriters Insurance Company.)

I.   As respects POLICIES with original limits up to and including $25,000,000,
     the COMPANY will cede to the REINSURER, and the REINSURER will accept, the
     quota share percentage (as specified for such REINSURER in the Interests
     And Liabilities Agreement attaching to and forming a part of this
     AGREEMENT). The quota share percentage of the interests and liabilities of
     the subject POLICIES that will be ceded to the REINSURERS under this
     Section C is 20.00%.

II.  The limit of liability to the REINSURERS for ULTIMATE NET LOSS will not
     exceed $5,000,000, i.e. 20.00% of the applicable POLICY limit, each
     OCCURRENCE under each reinsured POLICY, subject to any reinstatement or any
     aggregate provisions (or both) in the reinsured POLICY.

III. All POLICIES that provide coverage for original named insureds that are
     principally engaged in the construction of real property and that are
     subject to this Section C will be written above a


                                        4

<PAGE>

     minimum initial attachment point of $10,000,000. All other POLICIES subject
     to this Section C will be written above a minimum initial attachment point
     of $5,000,000.

PROVISIONS APPLICABLE TO SECTIONS A, B, AND C

I.   Should any loss involve this AGREEMENT, the obligation of the REINSURERS in
     Sections A, B, and C above will be reinstated immediately and automatically
     as to any subsequent loss for the full amount of reinsurance as set forth
     above, subject to any reinstatement or any aggregate provisions (or both)
     in the reinsured POLICIES.

II.  If the reinsured POLICY recognizes any:

     1.   Erosion of its initial attachment point due to payment of claims by
          underlying insurance and drops down; or

     2.   Reduction in its stated attachment point due to any provisions in any
          underlying insurance with respect to any JOINT VENTURE;

     Then the minimum initial attachment points specified in Sections A, B, and
     C above will likewise recognize any such erosion or reduction and be eroded
     or reduced to the same extent.

III. In addition to ULTIMATE NET LOSS, the REINSURER will indemnify the COMPANY
     for its proportionate share of:

     1.   Any LOSS ADJUSTMENT EXPENSE that does not erode the applicable limit
          of liability of the reinsured POLICY; provided, however, that if an
          element of LOSS ADJUSTMENT EXPENSE erodes the applicable limit of
          liability of the reinsured POLICY, then it shall be deemed as part of
          ULTIMATE NET LOSS hereunder; and

     2.   Any EXTRA CONTRACTUAL OBLIGATIONS or EXCESS OF LIMITS LIABILITY as set
          forth in the EXTRA CONTRACTUAL OBLIGATIONS And EXCESS OF LIMITS
          LIABILITY Article.

IV.  The sign "$" in this AGREEMENT refers to United States of America (U.S.)
     dollars. The sign "E" refers to euros, the currency of the European Union.
     The sign "L" refers to United Kingdom pounds sterling.

     For purposes of:

     1.   Determining whether a given POLICY is subject to Section A or B above;

     2.   Which amount of the applicable limit of liability to the REINSURERS
          stated in Section A, B, or C above is to be used for a given POLICY;
          or


                                        5

<PAGE>

     3.   Which amount of the applicable minimum initial attachment point(s)
          stated in Section A, B, or C is to be used for a given POLICY;

     The applicable amount stated in Section A, B, or C above that is to be used
     for such purposes will be the one that has a currency that is identical to
     the currency of:

     (i)  Such POLICY'S original limit(s) as respects IV. 1. and IV. 2. above;
          and

     (ii) The initial attachment point(s) of such POLICY as respects IV. 3.
          above.

     Where the reinsured POLICY'S original limit(s) or initial attachment
     point(s) refer(s) to a currency other than one of the preceding currencies
     in this paragraph IV., such POLICY'S original limit(s) and its initial
     attachment point(s) will be:

     a)   Converted into their U.S. dollar equivalents; and

     b)   The limit of liability to the REINSURERS or the minimum initial
          attachment point stated in Section A, B, or C above to be used for
          such POLICY will be the applicable U.S. dollar amount specified above;

     Subject to the provisions of the Currency Revaluation And Foreign Exchange
     Article.

FOLLOW THE FORTUNES ARTICLE

A.   The REINSURER'S liability will attach simultaneously with that of the
     COMPANY and will be subject in all respects to the same terms, conditions,
     interpretations, waivers, modifications, alterations, and cancellations as
     the respective POLICIES of the COMPANY, the true intent of this AGREEMENT
     being that the REINSURER will, subject to the terms, conditions, and limits
     of this AGREEMENT, follow the fortunes of the COMPANY.

B.   Nothing will in any manner create any obligations or establish any rights
     against the REINSURER in favor of any third parties or any persons not
     parties to this AGREEMENT.

COMMENCEMENT AND TERMINATION ARTICLE

This AGREEMENT applies to all POLICIES written or RENEWED with effective dates
on or after March 1, 2006, 12:01 a.m. Atlantic Standard Time (AST) and will
remain in full force and effect until terminated as hereinafter provided.

This AGREEMENT may be terminated (or any REINSURER'S percentage participation
terminated or reduced) at any March 1, 12:01 a.m. AST by either party giving at
least ninety (90) calendar days' prior written notice to the other party. During
any such period of notice the parties will remain bound by the terms of this
AGREEMENT.


                                        6

<PAGE>

In the event this AGREEMENT is terminated (or any REINSURER'S percentage
participation terminated or reduced) in accordance with the aforementioned
procedure, the REINSURER will remain liable for all losses under POLICIES in
force until their expiration or RENEWAL dates, whichever comes first.
Additionally, the REINSURER will remain liable during any EXTENDED REPORTING
PERIOD or DISCOVERY PERIOD that an original insured may elect to invoke on a
claims-made or OCCURRENCE-reported POLICY that expires or is canceled during, or
at the end of, the period of the REINSURER'S liability hereunder. The date of
loss for claims made or OCCURRENCES reported during said EXTENDED REPORTING
PERIOD or DISCOVERY PERIOD will be deemed to be the last in-force day of the
reinsured POLICY period. In conformance with state regulations, the obligations
of the REINSURER under this AGREEMENT as respects all claims-made POLICIES will
extend to the reinstatement of any aggregate limits as may be afforded by any
EXTENDED REPORTING PERIOD or DISCOVERY PERIOD provision of such POLICIES. The
REINSURER will receive its share of any premium applicable to said EXTENDED
REPORTING PERIOD or DISCOVERY period, which will be considered fully earned by
the REINSURER on the last in-force day of the reinsured POLICY period.

In the event that POLICIES subject to this AGREEMENT are written in a
jurisdiction where cancellation, renewal, or nonrenewal of coverage is regulated
by the insurance authorities, and the COMPANY is bound by statute or regulation
of said jurisdiction or by a judicial decision to continue coverage after the
termination date of this AGREEMENT, then the REINSURER will remain liable on any
POLICIES continuing such coverage (and will receive the premium therefor) until
the first RENEWAL date when the COMPANY can lawfully nonrenew, or the first date
when the COMPANY can lawfully cancel, said POLICIES. If, however, the COMPANY
decides to hold the business net and for its own account, or has other
reinsurance agreements that would apply to such business, the REINSURER will not
be liable for longer than the run-off period set forth above.

Notwithstanding the termination of this AGREEMENT (or any REINSURER'S percentage
participation hereon) as hereinabove provided, the provisions of this AGREEMENT
will continue to apply to all obligations and liabilities of the parties
incurred hereunder to the end that all such obligations and liabilities will be
fully performed and discharged.

SPECIAL TERMINATION OR SETTLEMENT ARTICLE

(Applicable separately as between the COMPANY and each participating REINSURER)

Section I

A.   Either party may terminate this AGREEMENT upon forty-five (45) calendar
     days' notice in the event that:

     1.   The other party should at any time (whether voluntarily or otherwise)
          become insolvent, or suffer any IMPAIRMENT OF PAID-UP CAPITAL, or
          become the subject of any liquidation, rehabilitation, receivership,
          supervision, conservation, or bankruptcy action or proceeding (whether
          judicial otherwise) or of a proposed Scheme of Arrangement, or be
          acquired or controlled (whether directly or indirectly) by any other
          company or organization.


                                        7

<PAGE>

     IMPAIRMENT OF PAID-UP CAPITAL does not include a voluntary reduction in
     paid-up capital by either party to this AGREEMENT for purposes of buying
     back its outstanding shares of stock to increase its earnings per share.

B.   The COMPANY may terminate this AGREEMENT forthwith in the event that:

     1.   The REINSURER ceases writing reinsurance;

     2.   The REINSURER at any time:

          (i)  Has a Standard & Poor's (S&P) Insurer Financial Strength Rating
               of lower than "A-"; or

          (ii) Ceases to have any S&P Insurer Financial Strength Rating
               (including a designation of "not rated" or "NR") after having had
               an S&P rating at or after the inception of this AGREEMENT;

     3.   The REINSURER at any time:

          (i)  Has an A.M. Best Financial Strength Rating of lower than "A-"; or

          (ii) Ceases to have any A.M. Best Financial Strength Rating (including
               a designation of "not rated" or "NR") after having had an A.M.
               Best Financial Strength Rating at or after the inception of this
               AGREEMENT;

     4.   Over any period not exceeding twelve months, the policyholders'
          surplus of the REINSURER, as reported in such financial statements of
          the REINSURER as designated by the COMPANY, drops by 20% or more; or

     5.   As respects each REINSURER domiciled in the United States of America
          only, upon application of the NAIC Insurance Regulatory Information
          System (IRIS) tests to the REINSURER'S most recent statutory Annual
          Statement (which the REINSURER hereby agrees to furnish to the COMPANY
          upon request), it is found that four or more of the REINSURER'S IRIS
          financial ratio values are outside of the usual range established in
          the IRIS system.

     Notwithstanding the above, paragraphs 4. and 5. will not apply to any
     REINSURER having at all times both an S&P Insurer Financial Strength Rating
     and an A.M. Best Financial Strength Rating of "A" or higher.

C.   Termination under Section I A. or Section I B. above will be effected by
     written notice. The COMPANY will elect whether the termination will be on a
     run-off basis or a clean-cut basis with an immediate settlement of ALL
     PRESENT AND FUTURE OBLIGATIONS under this AGREEMENT. If the COMPANY
     initially elects a run-off basis, within fifteen (15) calendar days of
     receiving notice of the COMPANY'S election, the REINSURER will secure all
     such obligations through a trust account or a clean, unconditional,
     irrevocable, and evergreen


                                        8

<PAGE>

     letter of credit from a financial institution acceptable to the COMPANY.
     However, even if such security is requested by the COMPANY or provided by
     the REINSURER, it is agreed that the COMPANY will retain the right to
     require an immediate settlement of ALL PRESENT AND FUTURE OBLIGATIONS at
     any subsequent date.

Section II

A.   After the termination of this AGREEMENT for any reason other than a Special
     Termination governed by Section I, above, if the REINSURER has any
     remaining present or future obligations to the COMPANY and any of the five
     events described in Part B. of Section I should occur, the COMPANY may
     require:

     (i)  An immediate settlement of ALL PRESENT AND FUTURE OBLIGATIONS under
          this AGREEMENT; or

     (ii) The REINSURER to secure all such obligations through a trust account
          or a clean, unconditional, irrevocable, and evergreen letter of credit
          from a financial institution acceptable to the COMPANY.

B.   If the COMPANY initially requires security under Part A. of this Section,
     it will notify the REINSURER in writing and the REINSURER will provide such
     trust account or letter of credit within fifteen (15) calendar days.
     However, even if such security is requested by the COMPANY or provided by
     the REINSURER, it is agreed that the COMPANY will retain the right to
     require an immediate settlement of ALL PRESENT AND FUTURE OBLIGATIONS at
     any subsequent date.

Section III

A.   For purposes of this Article, ALL PRESENT AND FUTURE OBLIGATIONS means
     outstanding ULTIMATE NET LOSS, EXTRA CONTRACTUAL OBLIGATIONS, EXCESS OF
     LIMITS LIABILITY and LOSS ADJUSTMENT EXPENSE [including reserves for
     incurred-but-not-reported ULTIMATE NET LOSS and LOSS ADJUSTMENT EXPENSE
     (IBNR)], return of unearned premiums, and all other present or future
     balances, obligations, or amounts due the COMPANY under this AGREEMENT.

B.   In no event will this Article be construed to limit the amount of, or the
     rights and obligations of the parties with respect to, any security
     withheld or required in accordance with the Reserves And Funding Article
     hereof (if applicable).

C.   In the event of an immediate settlement of ALL PRESENT AND FUTURE
     OBLIGATIONS, upon receipt of final payment, the COMPANY and the REINSURER
     will execute a full and final commutation and mutual release of their
     respective liabilities under the AGREEMENT.


                                        9

<PAGE>

D.   When requested by either party an appraisal of IBNR will be made by a panel
     of three disinterested Actuaries to be selected as follows:

     (i)  The COMPANY, or the REINSURER, may request in writing to the other
          party that any differences in the estimated amount of IBNR be settled
          by a panel of three Actuaries, one to be chosen by each party and the
          third by the two so chosen.

     (ii) If the other party refuses or neglects to appoint an Actuary within
          thirty (30) calendar days after the COMPANY'S or REINSURER'S request
          in writing that the differences be settled by a panel of three
          Actuaries, the other party may appoint two Actuaries.

     (iii) If the two Actuaries fail to agree on the selection of a third
          Actuary within thirty (30) calendar days of their appointment, each of
          them will name two, of whom the other shall decline one, and the
          decision shall be made by drawing lots. All the Actuaries will be
          regularly engaged in the valuation of Excess General Casualty
          Insurance claims, and each will be a Fellow of the Casualty Actuarial
          Society. None of the Actuaries will be under the control of either
          party to this AGREEMENT.

     (iv) Each party shall submit its case to the Actuary it selected within
          thirty (30) calendar days of the appointment of the third Actuary. The
          decision in writing of any two Actuaries, when filed with the parties
          hereto, will be final and binding on both parties. The expense of the
          Actuaries and of the commutation will be equally divided between the
          two parties. Said appraisal shall take place in Hamilton, Bermuda
          unless some other place is mutually agreed upon by the COMPANY and the
          REINSURER.

E.   All demands, requests and notices pursuant to this Article will be given in
     writing and given by hand, prepaid express courier, airmail or telecopier
     properly addressed to the appropriate party and will be deemed as having
     been effected only upon actual receipt.

F.   Settlements under this Article will be adjusted for net present value. The
     discount rate used for determining net present value will be the current
     yield of a United States Treasury 2-year note as quoted in the Wall Street
     Journal on the nearest working day prior to the date the commutation is
     executed.

G.   In the event of any conflict between this Article and any other Article of
     this AGREEMENT, the terms of this Article will control.

This Article will survive the expiration or termination of this AGREEMENT.

TERRITORY ARTICLE

The territorial scope of this AGREEMENT will follow that of the COMPANY'S
POLICIES.


                                       10

<PAGE>

EXCLUSIONS ARTICLE

I.   With respect to POLICIES otherwise subject to Sections A, B or C of the
     Coverage Article, this AGREEMENT does not apply to and specifically
     excludes the following:

     A.   Liability assumed by the COMPANY under any form of treaty reinsurance;
          however, this exclusion does not apply to POLICIES subject to an
          inter-company pooling reinsurance agreement among the parties
          comprising the COMPANY hereunder.

     B.   Loss or liability excluded by the Insolvency Funds Exclusion Clause,
          as attached to this AGREEMENT.

     C.   Loss or liability excluded by the:

          i)   Nuclear Incident Exclusion Clause--Liability--Reinsurance
               (U.S.A.);

          ii)  Nuclear Incident Exclusion Clause--Liability--Reinsurance
               (Canada);

          iii) Nuclear Energy Risks Exclusion Clause (Reinsurance) (1994),
               (Worldwide Excluding U.S.A. and Canada), (Includes Japanese
               Amendment);

          iv)  Nuclear Incident Exclusion Clause--Physical Damage--Reinsurance
               (U.S.A.);

          v)   Nuclear Incident Exclusion Clause--Physical Damage--Reinsurance
               (Canada);

          vi)  Nuclear Incident Exclusion Clause--Physical Damage and Liability
               (Boiler and Machinery Policies)--Reinsurance (U.S.A.); and

          vii) Nuclear Incident Exclusion Clause--Physical Damage and Liability
               (Boiler and Machinery Policies)--Reinsurance (Canada);

          Which are attached to this AGREEMENT.

     D.   Loss caused directly, or indirectly, by war, whether or not declared,
          civil war, insurrection, rebellion or revolution or any act or
          condition incidental to any of the foregoing. If a POLICY contains, or
          follows as in the case of a follow-form POLICY, any war or terrorism
          exclusion that includes any provision(s) in conflict with any
          provision(s) of this exclusion, then the provision(s) of the POLICY
          shall supersede the conflicting provision(s) of this exclusion. This
          exclusion will not be more limiting than any war or terrorism
          exclusion contained in, or followed by, any POLICY issued by the
          COMPANY.

     E.   Costs incurred for the withdrawal, inspection, repair, recall, return,
          replacement or disposal of an original named insured's products or
          work; provided that, except with respect to "automobiles" (as such
          term is defined in the reinsured POLICY) and CRITICAL AUTO PARTS, this
          exclusion will not apply in respect of costs incurred for the
          withdrawal, inspection, repair, recall, return, replacement or
          disposal of products or work of a party other than an original named
          insured of which the original named insured's products or work forms a
          part.


                                       11

<PAGE>

     F.   Loss or liability arising out of an INTEGRATED OCCURRENCE or BATCH
          OCCURRENCE in respect of "automobile" (as such term is defined in the
          reinsured POLICY) manufacturers and CRITICAL AUTO PARTS manufacturers.

     G.   POLICIES with an initial attachment point below:

          1.   $10,000,000, E10,000,000, or L10,000,000 as respects POLICIES
               that would otherwise be subject to Section A of the Coverage
               Article;

          2.   $25,000,000, E25,000,000, or L15,000,000 as respects POLICIES
               that would otherwise be subject to Section B of the Coverage
               Article;

          3.   $10,000,000 as respects POLICIES that would otherwise be subject
               to Section C of the Coverage Article and that provide coverage
               for original named insureds that are principally engaged in the
               construction of real property; or

          4.   $5,000,000 as respects all other POLICIES that would otherwise be
               subject to Section C of the Coverage Article;

          Provided, however, that if the reinsured POLICY recognizes any:

          (i)  Erosion of its initial attachment point due to payment of claims
               by underlying insurance and drops down; or

          (ii) Reduction in its stated attachment point due to any provisions in
               any underlying insurance with respect to any JOINT VENTURE;

          Then the minimum initial attachment points specified in 1., 2., and 3.
          above will likewise recognize any such erosion or reduction and be
          eroded or reduced to the same extent.

          For purposes of determining which currency and amount of the
          applicable minimum initial attachment point thresholds stated in 1.
          and 2. above will be used for a given POLICY; the minimum initial
          attachment point threshold will be the one that has a currency that is
          identical to the currency of the original attachment point(s) of such
          POLICY.

          Where the POLICY'S original attachment point(s) refers to a currency
          other than one of the preceding currencies in this exclusion, such
          POLICY'S original attachment point(s) will be:

          a)   Converted into its(their) U.S. dollar equivalents; and

          b)   The minimum initial attachment point threshold will be the
               applicable U.S. dollar amount specified in 1., 2. or 3. above;

          Subject to the provisions of the Currency Revaluation And Foreign
          Exchange Article.

     H.   Directors and Officers Liability.


                                       12

<PAGE>

     I.   Errors and Omissions (E&O) or Professional Liability coverage, except
          for INCIDENTAL EXPOSURE. INCIDENTAL EXPOSURE only as used in this
          paragraph is defined as an original insured's operations for which
          there are no identifiable and dedicated third party revenues
          associated with the exposure.

          This exclusion will not apply to:

          1.   Any:

               (i)  "Bodily injury";

               (ii) "Property damage";

               (iii) "Personal injury";

               (iv) "Advertising liability" (or "advertising injury" or
                    "personal and advertising injury");

               As such terms above are defined in the reinsured POLICY; or

               (v)  Any EXTRA CONTRACTUAL OBLIGATIONS, EXCESS OF LIMITS
                    LIABILITY, or any LOSS ADJUSTMENT EXPENSE associated with
                    (i) through (iv) above;

               Regardless of whether or not such EXTRA CONTRACTUAL OBLIGATIONS,
               EXCESS OF LIMITS LIABILITY, LOSS ADJUSTMENT EXPENSE, liability,
               injury or damage results directly, or indirectly, or is caused in
               whole, or in part, by any act, misfeasance, malfeasance, breach
               of duty, error or omission of the insured that is of a
               professional nature;

          2.   Druggists or Pharmacists Professional Liability; or

          3.   Employee Benefits Liability.

     J.   Loss or liability arising out of a MULTI-YEAR POLICY. The term
          MULTI-YEAR POLICY as used herein means a POLICY issued for a POLICY
          period greater than the MAXIMUM POLICY PERIOD as specified under the
          Definitions Article.

     K.   Business derived directly as a member of any pool, association or
          syndicate.

     L.   Surety / Fidelity / Credit / Financial Guarantee and Insolvency
          losses.

     M.   Loss or liability directly resulting from the rendering, or failure to
          render, the following professional services:

          Medical, surgical, dental, x-ray, nursing or chiropractic services or
          care provided to any person, including the furnishing of drugs, in
          connection therewith.


                                       13

<PAGE>

          This exclusion will not apply to:

          1.   IN-HOUSE MEDICAL PROFESSIONALS (IN-HOUSE MEDICAL PROFESSIONALS
               include nurses or physicians who treat fellow employees at an
               original insured's premises while in the course of their
               employment with that insured);

          2.   Druggists or Pharmacists Professional Liability; or

          3.   Emergency first aid provided by an original insured who is not
               principally engaged in the provision of emergency medical
               services.

          If a POLICY contains, or follows as in the case of a follow-form
          POLICY, any medical malpractice exclusion that includes any
          provision(s) in conflict with any provision(s) of this exclusion, then
          the provision(s) of the POLICY shall supersede the conflicting
          provision(s) of this exclusion. This exclusion will not be more
          limiting than any medical malpractice exclusion contained in, or
          followed by, any POLICY issued by the COMPANY.

     N.   Business classified as Environmental Impairment Liability when written
          as such.

     O.   Asbestos, except as respects such coverage as may be provided by the
          XL 004 policy form (or similar provisions of other occurrence-reported
          or claims-made forms).

     P.   Aviation Liability, unless such coverage pertains to an incidental
          part of the original insured's overall operations. Additionally,
          Aircraft Products Liability will not be covered when the POLICY is
          issued to an original named insured whose primary business is the
          manufacture of aircraft, aircraft engines or aircraft propellers. This
          exclusion does not apply to:

          1.   Fuel or other fluids and lubricants utilized for aircraft;

          2.   Any aviation liability arising out of aircraft that an original
               insured leases to others if such insured is not principally
               engaged in the manufacture of aircraft, aircraft engines or
               aircraft propellers or in the carrying of passengers aboard
               aircraft for a fee.

          3.   "Industrial aid aircraft" or "industrial aid aircraft use" as
               such terms are defined in the POLICY.

          If a POLICY contains, or follows as in the case of a follow-form
          POLICY, any aviation liability or aircraft exclusion that includes any
          provision(s) in conflict with any provision(s) of this exclusion, then
          the provision(s) of the POLICY shall supersede the conflicting
          provision(s) of this exclusion. This exclusion will not be more
          limiting than any aviation liability or aircraft exclusion contained
          in, or followed by, any POLICY issued by the COMPANY.

     Q.   Employment Practices Liability, when written as such.


                                       14

<PAGE>

     R.   Methyl tertiary-butyl ether (MTBE) on POLICIES issued to original
          insureds that are engaged in the:

          1.   Refining or manufacturing of MTBE;

          2.   Refining of petroleum products; or

          3.   Blending of MTBE with other petroleum products;

          However, this exclusion does not apply to persons or organizations
          that qualify as additional insureds under POLICIES issued to original
          insureds that are not engaged in any of the operations described in 1.
          through 3. above.

     S.   Loss or liability arising out of:

          1.   Enron, Worldcom or Arthur Anderson, but only with respect to
               Directors & Officers Liability, Fiduciary Liability, Surety,
               Lawyers Professional Liability and Accountants Professional
               Liability when written as such; or

          2.   The terrorist attacks that took place in the United States of
               America on September 11th, 2001, including, but not limited to,
               losses either directly or indirectly caused by the hijacking and
               the crashes of the four passenger aircraft on that day.

     T.   Pure financial loss.

II.  With respect to POLICIES otherwise subject to Sections B or C of the
     Coverage Article, this AGREEMENT does not apply to and specifically
     excludes the following:

     A.   POLICIES issued to original named insureds that are major
          pharmaceutical manufacturers; provided, however, that this exclusion
          does not apply to:

          1.   Nutraceutical companies;

          2.   Over-the-counter (non-ethical) drug companies; or

          3.   Diversified manufacturers whose ethical pharmaceutical revenues
               are less than 20.00% of total corporate revenues for the
               twelve-month period that immediately precedes the effective or
               RENEWAL date of the POLICY.

III. With respect to POLICIES otherwise subject to Section C of the Coverage
     Article, this AGREEMENT does not apply to and specifically excludes the
     following:

     A.   "Bodily injury" or "property damage" (as such terms are defined in the
          involved original POLICY) that directly results from the following
          premises or operations; provided, however, that this exclusion does
          not apply to such "bodily injury" or "property damage" that is
          included in the "products-completed operations hazard" (as such hazard
          is defined in the involved original POLICY):


                                       15

<PAGE>

          1.   Demolition operations when written as such (this exclusion does
               not apply to any mining or quarrying operations or any blasting
               operations of original insureds whose primary business is not
               demolition operations);

          2.   Fraternity premises when written as such [this exclusion does not
               apply to any educational institution that is found liable for its
               oversight (or failure thereof) of the premises, operations or
               conduct of fraternities];

          3.   Ship-building; ship repair yards or dry dock operations;

          4.   Amusement parks, carnivals or automobile racing events when
               written as such (this exclusion does not apply to original
               insureds that do not operate such events or premises, but do:

               i)   Promote, market or advertise such events or premises;

               ii)  Use such events or premises in their promotional, marketing
                    or advertising activities; or

               iii) Sell or give away tickets to such events or premises);

          5.   Airports, but only as respects loss or liability that directly
               results from the ownership, maintenance or use of aircraft or
               from flight operations;

          6.   Construction of subways, tunnels or dams (this exclusion does not
               apply to the construction of:

               i)   A dam that has an embankment less than 20 feet in height or
                    a reservoir capacity less than 100 acre-feet;

               ii)  A pool or impoundment; or

               iii) A pond);

          7.   The application of insecticides or pesticides within a building
               (this exclusion does not apply to an original insured that owns,
               occupies, rents, leases or uses such a building);

          8.   Underground mining operations (this exclusion does not apply to
               surface mining or quarrying operations); or

          9.   LOW-RISE RESIDENTIAL CONSTRUCTION OPERATIONS;

          Provided, however, that if:

          (1)  A POLICY contains, or follows as in the case of a follow-form
               POLICY, an exclusion of any of the premises or operations (or
               both) listed above; and

          (2)  Such exclusion includes any provision(s) in conflict with any
               provision(s) of this exclusion A.;

          Then the provision(s) of such POLICY will supersede the conflicting
          provision(s) of this exclusion A. with respect to such premises or
          operations (or both). This exclusion A. will not be more limiting than
          any exclusion of such premises or operations (or both) listed above,
          which is contained in, or followed by, any POLICY issued by the
          COMPANY.

          This exclusion A. will not apply to any original insured that performs
          work or operations at, or incidental to, any of the premises or
          operations listed above unless such insured is also principally
          engaged in the ownership of such premises or the performance of such
          operations listed above.


                                       16

<PAGE>

     B.   "Bodily injury" or "property damage" (as such terms are defined in the
          involved original POLICY) included in the "products-completed
          operations hazard" (as such hazard is defined in the involved original
          POLICY), but only if such "bodily injury" or "property damage"
          directly results from the manufacturing of:

          1.   Automobiles or motorcycles;

          2.   Springboards or trampolines;

          3.   Helmets intended to be used in athletic events or athletic
               activities;

          4.   Underground storage tanks intended to be used for the storage of
               petroleum products;

          5.   Firearms or guns;

          6.   Paints containing lead;

          7.   Fireworks;

          8.   Medical devices intended to be used for implantation into humans;

          9.   Cell phones;

          10.  Smoke detectors;

          11.  NutraSweet or saccharin intended to be used in food or beverage
               products for human consumption (this exclusion does not apply to
               an original insured who handles, sells or distributes food or
               beverage products intended for human consumption that contain
               NutraSweet or saccharin, unless such insured is principally
               engaged in the manufacturing of NutraSweet or saccharin);

          12.  Latex gloves;

          13.  Rides intended for use in amusement parks;

          14.  Tobacco products (this exclusion does not apply injury or damage
               due to a fire caused by lighted tobacco products);

          15.  Diving boards or diving towers;

          16.  Insecticides, pesticides or herbicides;

          17.  Manganese welding rods; or

          18.  Explosives or nitroglycerine, celluloid, pyroxlin or other
               explosive substances intended for use in explosives;

          Provided, however, that if:

          (1)  A POLICY contains, or follows as in the case of a follow-form
               POLICY, an exclusion of any of the products or completed
               operations (or both) listed above; and

          (2)  Such exclusion includes any provision(s) in conflict with any
               provision(s) of this exclusion B.;

          Then the provision(s) of such POLICY shall supersede the conflicting
          provision(s) of this exclusion B. with respect to such products or
          completed operations (or both) listed above. This exclusion B. will
          not be more limiting than any exclusion of such products or completed
          operations (or both) listed above, which is contained in, or followed
          by, any POLICY issued by the COMPANY.


                                       17

<PAGE>

     Except as noted above, this exclusion B. will not apply to any original
     insured that produces, manufactures or assembles any component parts,
     subassemblies, chemicals, materials or substances used in any of the
     products or completed operations listed above unless such insured is also
     principally engaged in the final production, manufacturing or assembly of
     such product(s) or the performance of such completed operations listed
     above.

The COMPANY may submit in writing to the REINSURER, for special acceptance
hereunder, a POLICY that would otherwise not be covered by this AGREEMENT. If
said business is accepted in writing by the REINSURER, it will be subject to the
terms and conditions of this AGREEMENT for that REINSURER'S percentage
participation hereon, except as such terms and conditions are modified by such
acceptance.

REINSURANCE PREMIUM AND CEDING COMMISSION ARTICLE

The COMPANY will cede to the REINSURER the REINSURER'S quota share percentage
(as specified for such REINSURER in the Interests And Liabilities Agreement
attaching to and forming a part of this AGREEMENT) of the NET SUBJECT WRITTEN
PREMIUM on all POLICIES written or RENEWED with an effective date on or after
the effective date of this AGREEMENT, less a flat ceding commission on the NET
SUBJECT WRITTEN PREMIUM ceded as follows:

Section A: Flat rate of 25.00% of NET SUBJECT WRITTEN PREMIUM.

Section B: Flat rate of 22.50% of NET SUBJECT WRITTEN PREMIUM.

Section C: Flat rate of 22.50% of NET SUBJECT WRITTEN PREMIUM.

The flat ceding commission will include premium taxes of all kinds, local board
assessments, and all other expenses and charges whatsoever based on the premium
for POLICIES ceded under this AGREEMENT, except for Federal Excise Tax as
described in the Federal Excise Tax Article.

OTHER REINSURANCE ARTICLE

The COMPANY is permitted to purchase other treaty or facultative reinsurance
subject to the Warranties Article contained herein.

EXTRA CONTRACTUAL OBLIGATIONS AND EXCESS OF LIMITS LIABILITY ARTICLE

This AGREEMENT will extend to cover any claims-related EXTRA CONTRACTUAL
OBLIGATIONS or EXCESS OF LIMITS LIABILITY (or both) arising because of, but not
limited to, the following:

A.   Failure of the COMPANY to agree to pay a claim within the POLICY limits or
     to provide a defense against such claims.


                                       18

<PAGE>

B.   Actual or alleged bad faith, fraud, or negligence in investigating or
     handling a claim or in rejecting an offer of settlement.

C.   Negligence or breach of duty in the preparation of the defense or the
     conduct of a trial or the preparation or prosecution of any appeal or
     subrogation (or both) or any subsequent action resulting therefrom.

EXTRA CONTRACTUAL OBLIGATIONS as used in this AGREEMENT means those liabilities
not covered under any other provision of this AGREEMENT for which the COMPANY is
liable to its insured or a third-party claimant, or that the COMPANY paid as its
share of a claims-related extra contractual obligation awarded against one or
more of its co-insurers.

EXCESS OF LIMITS LIABILITY as used in this AGREEMENT will mean any amount for
which the COMPANY would have been contractually liable to pay had it not been
for the limits of the reinsured POLICY.

There will be no recovery hereunder where the EXTRA CONTRACTUAL OBLIGATIONS or
EXCESS OF LIMITS LIABILITY (or both) have been incurred due to fraud committed
by a member of the board of directors or a corporate officer of the COMPANY,
acting individually, collectively, or in collusion with a member of the board of
directors, a corporate officer, or a partner of any other corporation,
partnership, or organization involved in the defense or settlement of a claim on
behalf of the COMPANY.

The date on which any EXTRA CONTRACTUAL OBLIGATIONS or EXCESS OF LIMITS
LIABILITY (or both) is incurred by the COMPANY will be deemed, in all
circumstances, to be the date of the original loss. Nothing in this Article will
be construed to create a separate or distinct loss apart from the original
covered loss that gave rise to the EXTRA CONTRACTUAL OBLIGATIONS or EXCESS OF
LIMITS LIABILITY (or both) discussed in the preceding paragraphs. The
REINSURERS' liability as respects EXTRA CONTRACTUAL OBLIGATIONS or EXCESS OF
LIMITS LIABILITY (or both) under this AGREEMENT will be in addition to the
REINSURERS' indemnification coverage set forth in the Coverage Article;
provided, however, that each REINSURER'S additional liability as respects EXTRA
CONTRACTUAL OBLIGATIONS or EXCESS OF LIMITS LIABILITY (or both) will not exceed
the sum of:

1.   Its quota share percentage (as specified for such REINSURER in the
     Interests And Liabilities Agreement attaching to and forming a part of this
     AGREEMENT) of the interests and liabilities of the POLICIES subject to
     Section A. of the Coverage Article multiplied by $25,000,000; plus

2.   Its maximum quota share percentage (as specified for such REINSURER in the
     Interests And Liabilities Agreement attaching to and forming a part of this
     AGREEMENT) of the interests and liabilities of the POLICIES subject to
     Section B. of the Coverage Article multiplied by $50,000,000; plus

3.   Its quota share percentage (as specified for such REINSURER in the
     Interests And Liabilities Agreement attaching to and forming a part of this
     AGREEMENT) of the interests and liabilities of the POLICIES subject to
     Section C. of the Coverage Article multiplied by $25,000,000;


                                       19

<PAGE>

In the aggregate for each AGREEMENT YEAR.

REPORTS AND REMITTANCES ARTICLE

Within forty-five (45) calendar days after the close of each month, the COMPANY
will furnish the REINSURER with a report summarizing the premium, premium ceded
less return premium and ceding commission, ULTIMATE NET LOSS paid, LOSS
ADJUSTMENT EXPENSE paid, EXTRA CONTRACTUAL OBLIGATIONS paid, EXCESS OF LIMITS
LIABILITY paid, monies recovered, and net balance due either party. Said monthly
reports will also include the following information for each POLICY subject to
this AGREEMENT that is written or RENEWED during the month:

A.   First named insured;

B.   POLICY effective date;

C.   POLICY limits;

D.   POLICY attachment point(s);

E.   POLICY premium;

F.   Premium ceded to REINSURERS;

G.   Paid ULTIMATE NET LOSS;

H.   Reserves for outstanding ULTIMATE NET LOSS;

I.   Paid LOSS ADJUSTMENT EXPENSE; and

J.   Reserves for outstanding LOSS ADJUSTMENT EXPENSE.

Amounts due the REINSURER will accompany said reports. Except with respects to
amounts due under paragraph B. of the Loss And LOSS ADJUSTMENT EXPENSE Article,
any balances due the COMPANY will be paid within forty-five (45) calendar days
after the COMPANY has furnished the REINSURER with the report.

Semi-annually the COMPANY will provide the REINSURER with a report listing all
claims subject to this AGREEMENT to which the COMPANY has assigned the claim
code of "D", "P", or "R". Such report will contain with respect to each claim
listed the following information:

1.   First named insured;

2.   POLICY effective date;

3.   Date of loss;

4.   Date of report;

5.   Amount paid;

6.   Amount reserved; and

7.   Status of claim (i.e. whether open or closed).

In addition, the COMPANY will furnish the REINSURER with such other information
as may be required by the REINSURER for completion of its NAIC interim and/or
annual statements.

LOSS AND LOSS ADJUSTMENT EXPENSE ARTICLE


                                       20

<PAGE>

A.   The COMPANY alone and at its full discretion will adjust, settle or
     compromise all claims and losses. All such settlements, compromises, and
     adjustments, whether involving coverage issues or otherwise, will be
     binding on the REINSURER in proportion to its percentage participation. The
     COMPANY will likewise at its sole discretion commence, continue, defend,
     compromise, settle or withdraw from actions, suits or proceedings and
     generally do all such matters and things relating to any claim or loss as
     in its judgment may be beneficial or expedient, and all payments made and
     costs and expenses incurred in connection therewith or in taking legal
     advice therefore (including those which are the result of actions or
     disputes between the insured and the COMPANY and including the pro rata
     share, according to the time occupied in adjusting such loss, of salaries
     and expenses of the COMPANY'S field employees and salaried adjusters who
     have no administrative duties, including but not limited to charges or
     expenses incurred through the use of third party claim services or
     technical services, and expenses of the COMPANY'S officials incurred in
     connection with the loss; but excluding salaries of the COMPANY'S officials
     and regular office employees and office expenses of the COMPANY) will be
     shared by the REINSURER proportionately. The REINSURER will, on the other
     hand, benefit proportionately from all reductions of LOSS ADJUSTMENT
     EXPENSE by salvage, compromise or otherwise.

B.   If the amount due the COMPANY for the sum of ULTIMATE NET LOSS, LOSS
     ADJUSTMENT EXPENSE, EXTRA CONTRACTUAL OBLIGATIONS, or EXCESS OF LIMITS
     LIABILITY (whether individually or collectively) recoverable under this
     AGREEMENT for any one OCCURRENCE is in excess of:

     1.   $1,500,000 with respect to POLICIES subject to Section A of the
          Coverage Article;

     2.   $5,000,000 with respect to POLICIES subject to Section B of the
          Coverage Article; or

     3.   $1,500,000 with respect to POLICIES subject to Section C of the
          Coverage Article;

     The REINSURER will, upon the COMPANY'S demand and its receipt of
     SATISFACTORY PROOFS OF LOSS (as defined in the Loss Settlements Article),
     remit the amount due the COMPANY within five (5) business days.

LOSS SETTLEMENTS ARTICLE

All settlements, compromises, and adjustments made by the COMPANY, whether
involving coverage issues or otherwise, will be binding on the REINSURER. Such
settlements, compromises, or adjustments will be considered SATISFACTORY PROOFS
OF LOSS, and amounts falling to the share of the REINSURER will be payable to
the COMPANY upon presentation of reasonable evidence of the amount paid or due
and payable by the COMPANY, subject to the provisions of the Reports And
Remittances Article and the Loss and LOSS ADJUSTMENT EXPENSE Article.


                                       21

<PAGE>

OFFSET ARTICLE

Each party hereto will have, and may exercise at any time and from time to time,
the right to offset any undisputed balance or balances, whether on account of
premiums or on account of losses or otherwise, due from such party to the other
(or, if more than one, any other) party hereto under this AGREEMENT or under any
other reinsurance agreement heretofore or hereafter entered into by and between
them, and may offset the same against any undisputed balance or balances due to
the former from the latter under the same or any other reinsurance agreement
between them, and the party asserting the right of offset will have and may
exercise such right whether the undisputed balance or balances due to such party
from the other are on account of premiums or on account of losses or otherwise
and regardless of the capacity, whether as assuming reinsurer or as ceding
insurer, in which each party acted under the agreement or, if more than one, the
different agreements involved, provided, however, that, in the event of the
insolvency of a party hereto, offsets will only be allowed in accordance with
the provisions of Section 7427 of the Insurance Law of the State of New York.

Where the COMPANY is authorized under the Insurance Companies Act (Canada) to
insure risks in Canada, for the purpose of this Article, the branch of a COMPANY
in Canada will be considered as a party separate and distinct from the COMPANY
and the right of offset provided for in this Article will belong to and be
applied against that branch as though it were a separate and distinct party.

SALVAGE AND SUBROGATION ARTICLE

The REINSURER will be credited with its proportionate share of salvage or
subrogation (or both) in respect of claims and settlements under this AGREEMENT,
less its share of recovery expense. Unless the COMPANY and the REINSURER agree
to the contrary, the COMPANY will enforce its right to salvage or subrogation
(or both) and will prosecute all claims arising out of such right. Should the
COMPANY refuse or neglect to enforce this right, the REINSURER is hereby
empowered and authorized to institute appropriate action in the name of the
COMPANY.

The REINSURER will benefit proportionately from all reductions of ULTIMATE NET
LOSS by salvage, compromise or otherwise. If the amount recovered exceeds the
recovery expense, such expense will be borne by each party in proportion to its
benefit from the recovery. If the recovery expense exceeds the amount recovered,
the amount recovered (if any) will be applied to the reimbursement of recovery
expense and the remaining expense will be borne by each party in proportion to
its liability for the loss before recovery was attempted.


                                       22
<PAGE>

WARRANTIES ARTICLE

I.   Subject to the provisions of the Currency Valuation Article, it is hereby
     warranted and agreed that:

     1.   The REINSURERS' maximum limit of liability for ULTIMATE NET LOSS
          arising from Section A will not exceed $10,000,000, E10,000,000, or
          L6,000,000, each OCCURRENCE under each reinsured POLICY, subject to
          any reinstatement or any aggregate provisions (or both) in the
          reinsured POLICY;

     2.   The REINSURERS' maximum limit of liability for ULTIMATE NET LOSS
          arising from Section B will not exceed $25,000,000, E25,000,000, or
          L15,000,000, each OCCURRENCE under each reinsured POLICY, subject to
          any reinstatement or any aggregate provisions (or both) in the
          reinsured POLICY;

     3.   The REINSURERS' maximum limit of liability for ULTIMATE NET LOSS
          arising from Section C will not exceed $10,000,000, each OCCURRENCE
          under each reinsured POLICY, subject to any reinstatement or any
          aggregate provisions (or both) in the reinsured POLICY;

     4.   Only as respects POLICIES subject to Section A of this AGREEMENT, the
          COMPANY will retain no less than a 60.00% quota share percentage of
          the interests and liabilities of the subject POLICIES net and
          unreinsured, except as specified below;

     5.   Only as respects POLICIES subject to Section B of this AGREEMENT, the
          COMPANY will retain net and unreinsured, except as specified below, a
          quota share percentage of the interests and liabilities of each POLICY
          that is reinsured hereunder that is no less than the percentage which
          results when $25,000,000, E25,000,000, or L15,000,000 is divided by
          such POLICY'S total original limit, except as specified below; and

     6.   Only as respects POLICIES subject to Section C of this AGREEMENT, the
          COMPANY will retain no less than a 60.00% quota share percentage of
          the interests and liabilities of the subject POLICIES net and
          unreinsured, except as specified below.

II.  Any:

     A.   Inter-company pooling reinsurance agreements among the parties
          comprising the COMPANY hereunder;

     B.   Aggregate excess-of-loss reinsurance written on an each-OCCURRENCE
          (a.k.a. "clash") basis rather than on an
          each-occurrence-under-each-POLICY (a.k.a. "per risk") basis that the
          COMPANY chooses to purchase; or

     C.   Facultative reinsurance that the COMPANY chooses to purchase;


                                       23

<PAGE>

          Will not be deducted from the amount of the COMPANY'S net and
          unreinsured retention for purposes of determining whether the COMPANY
          has breached any warranted retention in paragraph 4. 5. or 6. above.

     III. Premiums ceded by the COMPANY for reinsurance described in II. A. and
          II. B. above will not be deducted from the NET SUBJECT WRITTEN PREMIUM
          on POLICIES reinsured hereunder and such reinsurance (if any) will not
          inure to the benefit of this AGREEMENT.

     IV.  Premiums ceded by the COMPANY for reinsurance described in II. C.
          above will be deducted from the NET SUBJECT WRITTEN premium on
          POLICIES reinsured hereunder and such reinsurance (if any) will inure
          to the benefit of this AGREEMENT.

     V.   The sign "$" in this AGREEMENT refers to U.S. dollars. The sign "E"
          refers to euros, the currency of the European Union. The sign "L"
          refers to UK pounds sterling.

          For purposes of:

          1.   Determining which currency and amount of the applicable warranted
               REINSURERS' maximum limit of liability stated in I. 1. and I. 2.
               above will be used for a given POLICY; or

          2.   The calculation of the warranted COMPANY'S retention in I. 5.
               above for a given POLICY;

          The applicable amount stated in I. 1., I. 2. or I. 5. above that is to
          be used for such purposes will be the one that has a currency that is
          identical to the currency of such POLICY'S original limit(s).

          Where the POLICY'S original limit(s) refer(s) to a currency other than
          one of the preceding currencies in this paragraph V., such POLICY'S
          original limit(s) will be:

          a)   Converted into its(their) U.S. dollar equivalents; and

          b)   The warranted REINSURERS' maximum limit of liability and the
               amount used in the calculation the warranted COMPANY'S retention
               will be the applicable U.S. dollar amount specified in I. 1., I.
               2. I. 3. or I. 5. above;

          Subject to the provisions of the Currency Revaluation And Foreign
          Exchange Article.

DELAYS, ERRORS, OR OMISSIONS ARTICLE

Any inadvertent delay, omission or error will not relieve either party hereto
from any liability, which would attach to it hereunder if such delay, omission
or error had not been made, provided such delay, omission or error is rectified
immediately upon discovery.


                                       24

<PAGE>

ENTIRE AGREEMENT, INTERPRETATION ARTICLE

A.   With respect to the POLICIES being reinsured hereunder, (i) this AGREEMENT
     constitutes the entire agreement between the parties, and (ii) there are no
     understandings or agreements between the parties other than those expressed
     in this AGREEMENT. Any change to, or modification of, this AGREEMENT will
     be made by written amendment to this AGREEMENT and signed by the parties
     hereto.

B.   This AGREEMENT is between sophisticated parties, each of which has reviewed
     the AGREEMENT and is fully knowledgeable about its terms and conditions.
     The parties therefore agree that this AGREEMENT will be construed without
     regard to the authorship of the language and without any presumption or
     rule of construction in favor of either of them.

ACCESS TO RECORDS ARTICLE

The REINSURER, or its duly authorized representative, will have free access at
all reasonable times during and after the currency of this AGREEMENT, to books
and records maintained by any of the division, department and branch offices of
the COMPANY, which are involved in the subject matter of this AGREEMENT and
which pertain to the reinsurance provided hereunder and all losses in connection
therewith.

CONFIDENTIALITY ARTICLE

All terms and conditions of this AGREEMENT and any materials provided in the
course of inspection will be kept confidential by the REINSURER as against third
parties, unless the disclosure is required pursuant to process of law or unless
the disclosure is to the REINSURER'S retrocessionaires, financial auditors or
governing regulatory bodies. Disclosing or using this information for any
purpose beyond the scope of this AGREEMENT, or beyond the exceptions set forth
above, is expressly forbidden without the prior consent of the COMPANY.

INSOLVENCY ARTICLE

(This Article will apply severally to each reinsured company referenced within
the definition of the COMPANY in the Preamble to this AGREEMENT. Further, this
Article and the laws of the domiciliary state will apply in the event of the
insolvency of any company intended to be covered hereunder. In the event of a
conflict between any provision of this Article and the laws of the domiciliary
state of any company intended to be covered hereunder, that domiciliary state's
laws will prevail.)

A.   In the event of the insolvency of the COMPANY, this reinsurance will be
     payable directly to the COMPANY, or to its liquidator, receiver,
     conservator or statutory successor, immediately upon demand on the basis of
     the liability of the COMPANY without diminution because of the insolvency
     of the COMPANY or because the liquidator, receiver, conservator or
     statutory


                                       25

<PAGE>

     successor of the COMPANY has failed to pay all or a portion of any claim.
     It is agreed, however, that the liquidator, receiver, conservator or
     statutory successor of the COMPANY will give written notice to the
     REINSURER of the pendency of a claim against the COMPANY, which would
     involve a possible liability on the part of the REINSURER, indicating the
     POLICY or bond reinsured, within a reasonable time after such claim is
     filed in the conservation or liquidation proceeding or in the receivership.
     It is further agreed that during the pendency of such claim the REINSURER
     may investigate such claim and interpose, at its own expense, in the
     proceeding where such claim is to be adjudicated, any defense or defenses
     that it may deem available to the COMPANY or its liquidator, receiver,
     conservator, or statutory successor. The expense thus incurred by the
     REINSURER will be chargeable, subject to the approval of the Court, against
     the COMPANY as part of the expense of conservation or liquidation to the
     extent of a pro rata share of the benefit, which may accrue to the COMPANY
     solely as a result of the defense undertaken by the REINSURER.

B.   Where two or more of the REINSURERS are involved in the same claim and a
     majority in interest elects to interpose defense to such claim, the expense
     will be apportioned in accordance with the terms of the AGREEMENT as though
     such expense had been incurred by the COMPANY.

C.   The reinsurance will be payable by the REINSURER to the COMPANY or to its
     liquidator, receiver, conservator, or statutory successor, except as
     provided by Section 4118(a) (1) (A) and 1114 (c) of the New York Insurance
     Law or except (a) where the AGREEMENT specifically provides another payee
     of such reinsurance in the event of the insolvency of the COMPANY, and (b)
     where the REINSURER with the consent of the original insured or insureds
     has voluntarily assumed such POLICY obligations of the COMPANY as direct
     obligations of the REINSURER to the payees under such POLICIES and in
     substitution for the obligations of the COMPANY to the payees. Then, and in
     that event only, the COMPANY, with the prior approval of the certificate of
     assumption on New York risks by the Superintendent of Insurance of the
     State of New York, is entirely released from its obligation and the
     REINSURER will pay any loss directly to payees under such POLICY.

D.   Notwithstanding paragraphs A., B., and C., where the COMPANY is authorized
     under the Insurance Companies Act (Canada) to insure risks in Canada, in
     the event of the insolvency of the COMPANY, reinsurance payable in respect
     of the insurance business in Canada of the COMPANY will be payable to the
     Chief Agent in Canada of the COMPANY or to the liquidator, receiver,
     conservator or statutory successor appointed in Canada in respect of the
     insurance business in Canada of the COMPANY without diminution because of
     the insolvency of the COMPANY or because the COMPANY or a liquidator,
     receiver, conservator or statutory successor of the COMPANY has failed to
     pay all or any portion of any claim. All other terms and conditions of
     paragraphs A., B., and C. remain in effect and apply to this paragraph D.,
     which will prevail if there is a conflict or inconsistency.


                                       26

<PAGE>

ARBITRATION ARTICLE

A.   As a condition precedent to any right of action under this AGREEMENT, any
     and all disputes arising under or relating to this AGREEMENT, including its
     formation and validity, will be finally and fully determined in Hamilton,
     Bermuda under the provisions of The Bermuda International Conciliation and
     Arbitration Act of 1993 (exclusive of the Conciliation Part of such Act),
     as may be amended and supplemented, by a Board composed of three
     arbitrators to be selected for each controversy as follows:

     In the event of a dispute, controversy or claim, any party may notify the
     other party or parties to such dispute, controversy or claim of its desire
     to arbitrate the matter, and at the time of such notification the party
     desiring arbitration will notify any other party or parties of the name of
     the arbitrator selected by it. The other party who has been so notified
     will within thirty (30) calendar days thereafter select an arbitrator and
     notify the party desiring arbitration of the name of such second
     arbitrator. If the party notified of a desire for arbitration will fail or
     refuse to nominate the second arbitrator within thirty (30) calendar days
     following receipt of such notification, the party who first served notice
     of a desire to arbitrate will, within an additional period of thirty (30)
     calendar days, apply to the Supreme Court of Bermuda for the appointment of
     a second arbitrator and in such a case the arbitrator appointed by such
     court will be deemed to have been nominated by the party or parties who
     failed to select the second arbitrator. The two arbitrators, chosen as
     above provided, will within thirty (30) calendar days after the appointment
     of the second arbitrator choose a third arbitrator. In the event of the
     failure of the first two arbitrators to agree on a third arbitrator within
     said thirty (30) calendar day period, the third arbitrator will be drawn
     automatically utilizing the Dow Jones Industrial Average on the third
     working day after both names have been chosen in writing. A Dow Jones
     Industrial Average ending in an even number before the decimal point shall
     be deemed to be the selection of the claimant's name and the Dow Jones
     Industrial Average ending in an odd number before the decimal point shall
     be deemed to be the selection of the respondent's name. The three
     arbitrators shall decide by majority. The umpire will also act as Chair of
     the Tribunal and, in the event that no majority can be reached, the verdict
     of the umpire will prevail.

B.   All claims, demands, denials of claims and notices pursuant to this Article
     will be given in writing and given by hand, prepaid express courier,
     airmail or telecopier properly addressed to the appropriate party and will
     be deemed as having been effected only upon actual receipt.

C.   The Board of Arbitration will fix, by a notice in writing to the parties
     involved, a reasonable time and place for the hearing and may prescribe
     reasonable rules and regulations governing the course and conduct of the
     arbitration proceeding, including without limitation discovery by the
     parties. The Board will be relieved of all judicial formality and will not
     be bound by the strict rules of procedure evidence. The Board will
     interpret this AGREEMENT as if it were an honorable engagement rather than
     as merely a legal obligation.

D.   The Board will, within ninety (90) calendar days following the conclusion
     of the hearing, render its decision on the matter or matters in controversy
     in writing and will cause a copy thereof to be served on all the parties
     thereto. In case the Board fails to reach a unanimous


                                       27

<PAGE>

     decision, the decision of the majority of the members of the Board will be
     deemed to be the decision of the Board. Such decision will be a complete
     defense to any attempted appeal or litigation of such decision of the Board
     of Arbitration by, any court or other body to the fullest extent permitted
     by applicable law.

E.   Any order as to the costs of the arbitration will be in the sole discretion
     of the Board, who may direct to whom and by whom and in what manner they
     will be paid.

F.   All awards made by the Arbitration Board will be final and no right of
     appeal will lie from any award rendered by the Arbitration Board. The
     parties agree that the Supreme Court of Bermuda: (1) will not grant leave
     to appeal any award based upon a question of law arising out of the award;
     (ii) will not grant leave to make an application with respect to an award;
     and (iii) will not assume jurisdiction upon any application by a party to
     determine any issue of law arising in the course of the arbitration
     proceeding.

     All awards made by the Arbitration Board may be enforced in the same manner
     as a judgment or order from the Supreme Court of Bermuda and judgment may
     be entered pursuant to the terms of the award by leave from the Supreme
     Court of Bermuda.

G.   If the COMPANY and more than one REINSURER are involved in the SAME
     DISPUTE(S) OR DIFFERENCE(S) ARISING OUT OF THIS agreement, and the COMPANY
     requests consolidated arbitration with those REINSURERS in an initial
     notice of arbitration or response, then those REINSURERS will constitute
     and act as one party for purposes of the arbitration and thus will select a
     single party-appointed arbitrator among them. If the COMPANY requests
     consolidation in its notice of arbitration, then both parties will elect
     their party-appointed arbitrators within forty-five (45) calendar days of
     the commencement of the arbitration proceeding. If the COMPANY requests
     consolidation in its response, then (i) that response will be appended to
     the COMPANY'S notice of arbitration to the additional REINSURER(S) joined
     in the proceeding, (ii) any arbitral appointment made before that response
     will be of no effect, and (iii) the REINSURERS will select their arbitrator
     within forty-five (45) calendar days of their receipt of those pleadings.
     For purposes of this paragraph, any instance in which two or more of the
     REINSURERS have not paid their proportional shares of the same balance
     claimed due by the COMPANY will be deemed to involve the SAME DISPUTE(S) OR
     DIFFERENCE(S) ARISING OUT OF THIS AGREEMENT. Communications will be made by
     the COMPANY to each of the REINSURERS constituting one party. Nothing in
     this paragraph will impair the rights of REINSURERS to assert several
     rather than joint defenses or claims, change their liability under this
     AGREEMENT from several to joint, or impair their rights to retain separate
     counsel in connection with the arbitration.

H.   Unless prohibited by law, the Supreme Court of Bermuda will have exclusive
     jurisdiction over any and all court proceedings that either party may
     initiate in connection with the arbitration, including proceedings to
     compel, stay, or enjoin arbitration or to confirm, vacate, modify, or
     correct an arbitration award.

I.   This Article will survive the expiration or termination of this AGREEMENT.


                                       28

<PAGE>

GOVERNING LAW ARTICLE

This AGREEMENT, and any dispute, controversy or claim arising out of or relating
to this AGREEMENT, will be governed by and construed according to the laws of
the State of New York, except with regard to:

A.   The payment of punitive damages; and

B.   The procedural law required under the Arbitration Article of this
     AGREEMENT, which will be construed in accordance with the laws of Bermuda.

Notwithstanding the foregoing, as to rules regarding credit for reinsurance, the
rules of all applicable states or other jurisdictions will pertain thereto.

CURRENCY REVALUATION AND FOREIGN EXCHANGE ARTICLE

I.   It is understood and agreed that any original limit(s) or original
     sub-limit(s) of liability, underlying limit(s) or attachment point(s) of a
     reinsured POLICY in currencies other than United States of America (U.S.)
     dollars, euros, or UK pounds sterling will be converted into its(their)
     U.S. dollar equivalent using the same rate of exchange used by the COMPANY
     when such POLICY was entered by the COMPANY into its own books of account.
     In the event that there is a subsequent change in the parity value of the
     U.S. dollar (from that used by the COMPANY when such POLICY was entered by
     the COMPANY into its own books of account) which results in:

     A.   The warranted REINSURERS' maximum limit of liability for such POLICY
          being exceeded;

     B.   Such POLICY being subject to Section A instead of Section B of this
          AGREEMENT (or subject to Section B instead of Section A of this
          AGREEMENT); or

     C.   Any minimum initial attachment point threshold in U.S. dollars, which
          is required by exclusion G. or by the Coverage Article in order for
          such POLICY to be reinsured hereunder, not being met;

     Then:

     1.   In the case of A. above, the COMPANY will be held covered for such
          excess limit;

     2.   In the case of B. above, the reinsured POLICY will remain subject to
          the section of this AGREEMENT that applied based on the exchange rate
          that was used by the COMPANY when such POLICY was entered by the
          COMPANY into its own books of account; and

     3.   In the case of C. above, the required minimum initial attachment point
          threshold will be deemed to have been met for such POLICY to be
          reinsured hereunder;


                                       29

<PAGE>

     Until the next RENEWAL of the POLICY, at which time:

     a)   The warranted REINSURERS' maximum U.S. dollar limit of liability;

     b)   Section A or Section B under the Coverage Article of this AGREEMENT;
          and

     c)   The minimum initial attachment point threshold in U.S. dollars, which
          is required by exclusion G. or by the Coverage Article in order for
          such POLICY to be reinsured hereunder;

     Will apply to such POLICY based on the exchange rate used by the COMPANY
     when such RENEWAL is entered by the COMPANY into its own books of account.

II.  All amounts due to either the COMPANY or the REINSURER under this AGREEMENT
     will be paid in United States of America (U.S.) dollars subject to
     paragraphs III. and IV. below.

III. NET SUBJECT WRITTEN PREMIUM, as well as any subsequent adjustments thereto,
     collected or returned by the COMPANY in other than U.S. dollars will be
     paid to, or by, the REINSURER in U.S. dollars at the same rates of exchange
     at which the COMPANY entered such transaction into its own books of
     account.

IV.  Amounts due the COMPANY for ULTIMATE NET LOSS, LOSS ADJUSTMENT EXPENSE,
     EXTRA CONTRACTUAL OBLIGATIONS, or EXCESS OF LIMITS LIABILITY hereunder in
     other than U.S. dollars will be converted into U.S. dollars at the same
     rates of exchange at which the COMPANY entered the payment(s) of such loss
     into its own books of account.

SERVICE OF SUIT ARTICLE

This Article is not intended to conflict with or override the parties'
obligation to arbitrate their disputes in accordance with the Arbitration
Article.

A.   This paragraph A. applies:

     1.   Only to POLICIES that are subject to Section A or Section B of the
          Coverage Article; and

     2.   To a REINSURER unauthorized in any jurisdiction that has authority
          over the COMPANY and in which a subject suit has been instituted.

     In the event any REINSURER hereon fails to pay any amount claimed due
     hereunder, such REINSURER, at the request of the COMPANY, will submit to
     the jurisdiction of a court of competent jurisdiction within England or
     Bermuda and will comply with all requirements necessary to give that court
     jurisdiction.


                                       30

<PAGE>

B.   This paragraph B. applies:

     1.   Only to POLICIES that are subject to Section C of the Coverage
          Article; and

     2.   To a REINSURER either:

          (a)  Domiciled outside the United States of America; or

          (b)  Unauthorized in any state, territory or district of the United
               States of America that has jurisdiction over the COMPANY and in
               which a subject suit has been instituted.

     In the event of the failure of any REINSURER hereon to pay any amount
     claimed to be due hereunder, such REINSURER, at the request of the COMPANY,
     will submit to the jurisdiction of a court of competent jurisdiction within
     the United States. Nothing in this Article constitutes or should be
     understood to constitute a waiver of the REINSURER'S right to commence an
     action in any court of competent jurisdiction in the United States, to
     remove an action to a United States District Court, or to seek a transfer
     of a case to another court as permitted by the laws of the United States or
     of any state in the United States. The REINSURER, once the appropriate
     court is accepted by the REINSURER or is determined by removal, transfer,
     or otherwise, as provided for above, will comply with all requirements
     necessary to give said court jurisdiction. In any suit instituted against
     it upon this AGREEMENT, the REINSURER will abide by the final decision of
     such court or of any appellate court in the event of an appeal.

     Service of process in such suit may be made upon Mendes and Mount, LLP, 750
     Seventh Avenue, New York, New York 10019-6829, when such suit is instituted
     in the state of New York; Mendes and Mount, LLP, 725 South Figueroa, 19th
     Floor, Los Angeles, California 90017-5524, when such suit is instituted in
     the state of California; either of the foregoing if the suit is not
     instituted in New York or California; or another party specifically
     designated in the applicable Interests and Liabilities Agreement attached
     hereto (hereinafter "agent for service of process"). However, if another
     party is so designated, the REINSURER in question recognizes that the laws
     of the states of New York and California require that service be made on a
     law firm located in the respective state if a suit is instituted in that
     state, so that if the party designated on the REINSURER'S Interests and
     Liabilities Agreement is not located in California as respects a suit
     instituted in California, or New York as respects a suit instituted in New
     York, the applicable office of Mendes and Mount stipulated above must be
     used for service of suit unless the provisions of the final paragraph of
     this Article apply.

     The agent for service of process is authorized and directed to accept
     service of process on behalf of the REINSURER in any such suit and/or upon
     the request of the COMPANY to give a written undertaking to the COMPANY
     that they will enter a general appearance upon the REINSURER'S behalf in
     the event such a suit is instituted.

     Further, pursuant to any statute of any state, territory, or district of
     the United States that makes provision therefor, the REINSURER hereby
     designates the Superintendent, Commissioner, or Director of Insurance or
     other officer specified for that purpose in the


                                       31

<PAGE>

     statute, or the successor or successors in office, as its true and lawful
     attorney upon whom may be served any lawful process in any action, suit, or
     proceeding instituted by or on behalf of the COMPANY or any beneficiary
     hereunder arising out of this AGREEMENT, and hereby designates the above
     named as the person to whom the said officer is authorized to mail such
     process or a true copy thereof.

AGENCY ARTICLE

For purposes of sending and receiving notices and payments required by this
AGREEMENT, the reinsured company that is set forth first in the definition of
COMPANY in the Preamble to this AGREEMENT will be deemed the agent of all other
reinsured companies referenced in the Preamble. In no event, however, will any
reinsured company be deemed the agent of another with respect to the terms of
the Insolvency Article.

INTERMEDIARY ARTICLE

Aon Re Inc., an Illinois corporation, or one of its affiliated corporations duly
licensed as a reinsurance intermediary, is hereby recognized as the INTERMEDIARY
negotiating this AGREEMENT for all POLICIES reinsured hereunder. All
communications (including, but not limited to, notices, statements, premiums,
return premiums, commissions, taxes, ULTIMATE NET LOSS, LOSS ADJUSTMENT
EXPENSES, EXTRA CONTRACTUAL OBLIGATIONS, EXCESS OF LIMITS LIABILITY, salvages,
and recoveries) relating to this AGREEMENT will be transmitted to the COMPANY or
the REINSURERS through the INTERMEDIARY. Payments by the COMPANY to the
INTERMEDIARY will be deemed payment to the REINSURERS. Payments by the
REINSURERS to the INTERMEDIARY will be deemed payment to the COMPANY only to the
extent that such payments are actually received by the COMPANY.

RESERVES AND FUNDING ARTICLE

This Article applies only to a REINSURER, which reinsures POLICIES subject to
Section C of the Coverage Article of this AGREEMENT and which is non-admitted in
the jurisdiction where the COMPANY is domiciled.

1.   As regards POLICIES issued by the COMPANY coming within the scope of this
     AGREEMENT, the COMPANY agrees that when it will file with the insurance
     regulatory authority or set up on its books reserves for unearned premium,
     losses, and LOSS ADJUSTMENT EXPENSE reinsured hereunder, which it shall be
     required by law to set up, it will forward to the REINSURER a statement
     showing the proportion of such reserves which is applicable to the
     REINSURER. The REINSURER hereby agrees to fund such reserves in respect of:

     A.   Unearned premium;

     B.   Known outstanding losses that have been reported to the REINSURER and
          LOSS ADJUSTMENT EXPENSE relating thereto;


                                       32
<PAGE>

     C.   Losses and LOSS ADJUSTMENT EXPENSE paid by the COMPANY but not
          recovered from the REINSURER; plus

     D.   Reserves, including incurred-but-not-reported (IBNR) reserves as
          determined by the COMPANY, for losses and LOSS ADJUSTMENT EXPENSE
          relating thereto;

     All of which are hereinafter referred to as REINSURER'S OBLIGATIONS, by
     funds withheld, cash advances, a letter of credit, or a trust. The
     REINSURER will have the option of determining the method of funding
     provided it is acceptable to the insurance regulatory authorities having
     jurisdiction over the COMPANY'S reserves.

2.   When funding by a letter of credit, the REINSURER shall apply for and
     secure timely delivery to the COMPANY of a clean, irrevocable and
     unconditional letter of credit issued by a bank and containing provisions
     acceptable to the COMPANY and any insurance regulatory authorities having
     jurisdiction over the COMPANY in an amount equal to the REINSURER'S
     OBLIGATIONS. Such letter of credit will be issued for a period of not less
     than one year and will be automatically extended for one year from its date
     of expiration or any future expiration date unless thirty (30) calendar
     days [sixty (60) calendar days where required by insurance regulatory
     authorities] prior to the expiration date of such letter of credit the
     issuing bank notifies the COMPANY by certified or registered mail that the
     issuing bank elects not to consider the letter of credit extended for any
     additional period.

3.   The REINSURER and COMPANY agree that the letters of credit provided by the
     REINSURER pursuant to the provisions of this AGREEMENT may be drawn upon at
     any time, notwithstanding any other provision of this AGREEMENT, and be
     utilized by the COMPANY or any successor, by operation of law, of the
     COMPANY including, without limitation, any liquidator, rehabilitator,
     receiver, or conservator of the COMPANY for the following purposes, unless
     otherwise provided for in a separate trust agreement:

     A.   To reimburse the COMPANY for the REINSURER'S OBLIGATIONS, the payment
          of which is due under the terms of this AGREEMENT and which has not
          been otherwise paid;

     B.   To make refund of any sum which is in excess of the actual amount
          required to pay the REINSURER'S OBLIGATIONS under this AGREEMENT;

     C.   To fund an account with the COMPANY for the REINSURER'S OBLIGATIONS.
          Such cash deposit will be held in an interest-bearing account separate
          from the COMPANY'S other assets, and interest thereon not in excess of
          the prime rate shall accrue to the benefit of the REINSURER.

     D.   If prior to any expiration date the issuing bank has sent notice that
          it elects not to consider the letter of credit extended for any
          additional period. This paragraph (D.) shall only apply if the
          REINSURER has failed to replace the expiring letter of credit at least
          fifteen (15) calendar days prior its expiration with an irrevocable
          and unconditional, letter of credit issued by another bank and
          containing provisions acceptable to the COMPANY and any insurance
          regulatory authorities having jurisdiction over the COMPANY in an
          amount equal to the REINSURER'S OBLIGATIONS of said reserves.


                                       33

<PAGE>

4.   In the event the amount drawn by the COMPANY on any letter of credit is in
     excess of the actual amount required for 3. A., 3. B., or 3. D. above, the
     COMPANY shall promptly return to the REINSURER the excess amount so drawn.
     All of the foregoing will be applied without diminution because of
     insolvency on the part of the COMPANY or the REINSURER.

5.   The issuing bank shall have no responsibility whatsoever in connection with
     the propriety of withdrawals made by the COMPANY or the disposition of
     funds withdrawn, except to ensure that withdrawals are made only upon the
     order of properly authorized representatives of the COMPANY.

6.   At annual intervals, or more frequently as agreed but never more frequently
     than quarterly, the COMPANY shall prepare a specific statement of the
     REINSURER'S OBLIGATIONS, for the sole purpose of amending the letter of
     credit, in the following manner:

     A.   If the statement shows that the REINSURER'S OBLIGATIONS exceed the
          balance of credit as of the statement date, the REINSURER shall,
          within thirty (30) calendar days after receipt of notice of such
          excess, secure delivery to the COMPANY of an amendment to the letter
          of credit increasing the amount of credit by the amount of such
          difference;

     B.   If, however, the statement shows that the REINSURER'S OBLIGATIONS are
          less than the balance of credit as of the statement date, the COMPANY
          shall, within thirty (30) calendar days after receipt of written
          request from the REINSURER, release such excess credit by agreeing to
          secure an amendment to the letter of credit reducing the amount of
          credit available by the amount of such excess credit.

FEDERAL EXCISE TAX ARTICLE

(This Article is applicable to those REINSURERS, excepting Underwriters at
Lloyd's London and other REINSURERS exempt from Federal Excise Tax, who are
domiciled outside the United States of America.)

Only as respects POLICIES subject to Section C of the Coverage Article, the
REINSURERS will allow the COMPANY to deduct, for the purpose of paying Federal
Excise Tax, the applicable percentage of any premium payable hereon (as imposed
under Section 4371 of the Internal Revenue Service Code) to the extent such
premium is subject to such tax. In the event of any return of such premium, the
REINSURERS will deduct the aforesaid percentage from the return premium payable
hereon and the COMPANY or its agent will recover such tax from the United States
Government.

DEFINITIONS ARTICLE

The following definitions apply to this AGREEMENT:

A.   AGREEMENT means this contract of reinsurance, including the Nuclear
     Incident Exclusion Clauses, the Insolvency Funds Exclusion Clause and the
     Interests And Liabilities


                                       34

<PAGE>

     Agreements attached hereto as well as any written amendment to this
     AGREEMENT that has been by signed by both the COMPANY and the REINSURER.

B.   AGREEMENT YEAR means the period from March 1, 2006, 12:01 a.m. AST to March
     1, 2007, 12:01 a.m. AST. Each subsequent period of 12 consecutive months
     commencing with March 1, 2007, 12:01 a.m. AST will be a separate,
     successive AGREEMENT YEAR.

C.   CRITICAL AUTO PARTS mean brakes and component parts, alternators, engine
     and engine control parts, clutch set, axle/joint, fuel/gas tanks and
     component parts, ignition parts, shock/strut, steering/suspension,
     electrical switches, transmission/gearbox, wheels/tires, seatbelts, door
     latches and airbags.

D.   DATE OF LOSS means:

     1.   The date of the OCCURRENCE or accident as determined by a POLICY
          responding to the loss if the POLICY was issued on an OCCURRENCE
          basis;

     2.   The date the claim is made as determined by a POLICY responding to the
          loss if the POLICY was issued on a claims-made basis; or

     3.   The date the OCCURRENCE is reported as determined by a POLICY
          responding to the loss if the POLICY is issued on an
          OCCURRENCES-reported basis.

     The date of any:

     a)   Claim made under a claims-made POLICY; or

     b)   OCCURRENCE reported under a OCCURRENCES-reported POLICY;

     Will be deemed to be the date as determined under the terms of the POLICY,
     except that the date of any claim made or OCCURRENCE reported under a Basic
     EXTENDED REPORTING PERIOD, Supplemental EXTENDED REPORTING PERIOD or
     DISCOVERY PERIOD provided by such a POLICY will be deemed to be the initial
     termination date of the POLICY.

E.   DECLARATORY JUDGMENT EXPENSE means all expenses incurred by the COMPANY in
     direct connection with declaratory judgment actions brought to determine
     the COMPANY'S defense or indemnification obligations (or both) that are
     allocable to specific POLICIES and claims subject to this AGREEMENT.
     DECLARATORY JUDGMENT EXPENSE will be deemed to have been incurred by the
     COMPANY on the DATE OF LOSS.

F.   EXTENDED REPORTING PERIOD or DISCOVERY PERIOD means a specific time period
     after a POLICY'S termination date within which claims may be made or
     OCCURRENCES may be reported (under a reinsured POLICY written on a
     claims-made or OCCURRENCES-reported basis) with respect to OCCURRENCES
     happening between the reinsured POLICY'S retroactive date, if any, and the
     termination date of that POLICY.


                                       35

<PAGE>

G.   INTEGRATED OCCURRENCE or BATCH OCCURRENCE has the same meaning as defined
     in the reinsured POLICY, if applicable.

H.   JOINT VENTURE means any joint venture, co-venture, joint lease, joint
     operating agreement, limited liability partnership, limited liability
     company or partnership, in which an original insured has an interest.

I.   LOSS ADJUSTMENT EXPENSE means all expenses incurred by the COMPANY in the
     investigation, appraisal, adjustment, litigation and/or defense of claims
     under POLICIES reinsured hereunder, including expenses identified in the
     Loss and LOSS ADJUSTMENT Expense Article, court costs, interest accrued
     prior to final judgment if included as part of expense on reinsured
     POLICIES, and interest accrued after final judgment, but excluding salaries
     of the COMPANY'S officials and regular office employees and office expenses
     of the COMPANY. LOSS ADJUSTMENT EXPENSE will also include DECLARATORY
     JUDGMENT EXPENSE. The REINSURER will bear its pro rata share of all LOSS
     ADJUSTMENT EXPENSE.

J.   LOW-RISE RESIDENTIAL CONSTRUCTION OPERATIONS mean the construction of:

     1.   Homes;

     2.   Townhomes;

     3.   Residential apartment buildings; or

     4.   Residential condominium buildings;

     That are under three stories in height.

K.   NET SUBJECT WRITTEN PREMIUM means the gross written premium of the COMPANY
     for the POLICIES reinsured hereunder, including any premium paid by
     original insureds in respect of any EXTENDED REPORTING PERIODS or DISCOVERY
     PERIODS and any reinstatement premium payable by the original insureds,
     less returned premium for cancellations, premium audits and reductions, and
     less premium for inuring reinsurance as set forth in the Warranties
     Article.

L.   OCCURRENCE has the same meaning as defined in the reinsured POLICY. If not
     defined in the reinsured POLICY, it will mean each and every accident or
     occurrence or series of accidents or occurrences arising out of one event.
     If a reinsured POLICY has an "each accident," "each wrongful act," "each
     common cause," "each disease," "each location," or "each offense" limit of
     liability, then OCCURRENCE as used in this AGREEMENT will have the same
     meaning as an "accident," "wrongful act," "common cause," "disease,"
     "location," or "offense" in such reinsured POLICY with respect to such
     limit of liability.

M.   POLICY means any policy, binder, contract, or agreement of insurance or
     reinsurance. Where the COMPANY has issued two or more ceded policies
     covering the same original named insured, or group of original named
     insureds, at different attachment points, then such policies will be deemed
     to be a single reinsured POLICY hereunder.

     The MAXIMUM POLICY PERIOD for subject business will be:


                                       36

<PAGE>

     1.   Twelve (12) months plus odd time, not to exceed eighteen (18) months
          in all, for all POLICIES other than those described in paragraph 2.
          below; and

     2.   Sixty (60) months plus odd time, not to exceed sixty-six (66) months
          in all, for all POLICIES written to insure a specific construction
          project or series of construction projects;

     Provided, however:

     a)   That the limitation in 1. above will not apply to POLICIES issued for
          POLICY periods of greater than eighteen (18) months if they can be
          re-priced and re-underwritten without limitation, other than such
          limitations as are described in c) below, at the expiration of each
          annual period during the POLICY period. The commencement of each
          subsequent annual period will be considered a separate RENEWAL for
          purposes of this AGREEMENT;

     b)   In determining whether a POLICY has exceeded the MAXIMUM POLICY
          PERIOD, the POLICY period of such POLICY will not include any:

          i.   EXTENDED REPORTING PERIODS (whether basic, supplemental or both);

          ii.  DISCOVERY PERIOD(S); or

          iii. Products-completed operations extensions;

          That are provided under the terms and conditions of that POLICY; and

     c)   If the COMPANY is limited or prevented by statute, regulation, or
          judicial decision from re-pricing, re-underwriting, cancelling, or
          non-renewing a POLICY, then the maximum POLICY period shall be
          extended until the first RENEWAL date when the COMPANY can lawfully
          re-price, re-underwrite, cancel or non-renew such POLICY.

     Any products-completed operations extension provided under a POLICY that is
     reinsured hereunder will commence at the end of the POLICY period of such
     POLICY and will not extend beyond the greatest amount of time allowed
     under:

     (1)  The longest applicable statute of repose (including any applicable
          extensions thereof); or

     (2)  The longest applicable statute of limitations (including any
          applicable extensions thereof).

N.   RENEWAL or RENEWED will include any POLICY with a POLICY period of one year
     or less that is renewed at its expiration or anniversary date as well as
     any POLICY that is issued for more than one year, but which can be
     re-priced and re-underwritten at the expiration of each annual period
     during its POLICY period.


                                       37

<PAGE>

O.   ULTIMATE NET LOSS means the amount of any settlement, award, or judgment
     paid by the COMPANY, or for which the COMPANY has become liable to pay,
     including interest accrued prior to, or after, the final judgment if such
     interest erodes the applicable limit of liability of the reinsured POLICY.
     All inuring reinsurance, whether recovered or not, will be deducted from
     the amount of the ULTIMATE NET LOSS. ULTIMATE NET LOSS will not include any
     element of LOSS ADJUSTMENT EXPENSE, unless that element of LOSS ADJUSTMENT
     EXPENSE erodes the applicable limit of liability of the reinsured POLICY.


                                       38

<PAGE>

                        INSOLVENCY FUNDS EXCLUSION CLAUSE

This AGREEMENT excludes all liability of the COMPANY arising by contract,
operation of law, or otherwise, from its participation or membership, whether
voluntary or involuntary, in any INSOLVENCY FUND. INSOLVENCY FUND includes any
guaranty fund, insolvency fund, plan, pool, association, fund, or other
arrangement, howsoever denominated, established, or governed, that provides for
any assessment of or payment or assumption by the COMPANY of part, or all of,
any claim, debt, charge, fee, or other obligation of an insurer, or its
successors or assigns, which has been declared by any competent authority to be
insolvent, or which is otherwise deemed unable to meet any claim, debt, charge,
fee, or other obligation in whole or in part.

<PAGE>

In the following NUCLEAR INCIDENT EXCLUSION CLAUSES and NUCLEAR ENERGY RISKS
EXCLUSION CLAUSES:

1.   The terms "this reinsurance," "this agreement," and "Reinsurance" will be
     understood to refer to this AGREEMENT.

2.   The terms "policy" and "contract" will have the same meaning as the term
     POLICY in this AGREEMENT.

3.   The terms "policies" and "contracts" will have the same meaning as the term
     POLICIES in this AGREEMENT.

4.   The terms "Reassured" and "Reinsured" will have the same meaning as the
     term COMPANY in this AGREEMENT.

<PAGE>

U.S.A.

            NUCLEAR INCIDENT EXCLUSION CLAUSE--LIABILITY--REINSURANCE

1.   This reinsurance does not cover any loss or liability accruing to the
     Reassured as a member of, or subscriber to, any association of insurers or
     reinsurers formed for the purpose of covering nuclear energy risks or as a
     direct or indirect reinsurer of any such member, subscriber or association.

2.   Without in any way restricting the operation of paragraph 1 of this Clause
     it is understood and agreed that for all purposes of this reinsurance all
     the original policies of the Reassured (new, renewal and replacement) of
     the classes specified in Clause II of this paragraph 2 from the time
     specified in Clause III in this paragraph 2 shall be deemed to include the
     following provision (specified as the Limited Exclusion Provision):

     Limited Exclusion Provision*

I.   It is agreed that the policy does not apply under any liability coverage,
     to injury, sickness, disease, death or destruction bodily injury or
     property damage with respect to which an insured under the policy is also
     an insured under a nuclear energy liability policy issued by Nuclear Energy
     Liability Insurance Association, Mutual Atomic Energy Liability
     Underwriters or Nuclear Insurance Association of Canada, or would be an
     insured under any such policy but for its termination upon exhaustion of
     its limit of liability.

     II.  Family Automobile Policies (liability only), Special Automobile
          Policies (private passenger automobiles, liability only), Farmers
          Comprehensive Personal Liability Policies (liability only),
          Comprehensive Personal Liability Policies (liability only) or policies
          of a similar nature; and the liability portion of combination forms
          related to the four classes of policies stated above, such as the
          Comprehensive Dwelling Policy and the applicable types of Homeowners
          Policies.

     III. The inception dates and thereafter of all original policies as
          described in II above, whether new, renewal or replacement, being
          policies which either

          (a)  become effective on or after 1st May, 1960, or

          (b)  become effective before that date and contain the Limited
               Exclusion Provision set out above;

          provided this paragraph 2 shall not be applicable to Family Automobile
          Policies, Special Automobile Policies, or policies or combination
          policies of a similar nature, issued by the Reassured on New York
          risks, until 90 days following approval of the Limited Exclusion
          Provision by the Governmental Authority having jurisdiction thereof.


                                   Page 1 of 4

<PAGE>

3.   Except for those classes of policies specified in Clause II of paragraph 2
     and without in any way restricting the operation of paragraph 1 of this
     Clause, it is understood and agreed that for all purposes of this
     reinsurance the original liability policies of the Reassured (new, renewal
     and replacement) affording the following coverages:

          Owners, Landlords and Tenants Liability, Contractual Liability,
          Elevator Liability, Owners or Contractors (including railroad)
          Protective Liability, Manufacturers and Contractors Liability, Product
          Liability, Professional and Malpractice Liability, Storekeepers
          Liability, Garage Liability, Automobile Liability (including
          Massachusetts Motor Vehicle or Garage Liability)

     shall be deemed to include, with respect to such coverages, from the time
     specified in Clause V of this paragraph 3, the following provision
     (specified as the Broad Exclusion Provision):

     Broad Exclusion Provision*

     It is agreed that the policy does not apply:

     I. Under any Liability Coverage, to injury, sickness, disease, death or
        destruction bodily injury or property damage

          (a)  with respect to which an insured under the policy is also an
               insured under a nuclear energy liability policy issued by Nuclear
               Energy Liability Insurance Association, Mutual Atomic Energy
               Liability Underwriters or Nuclear Insurance Association of
               Canada, or would be an insured under any such policy but for its
               termination upon exhaustion of its limit of liability; or

          (b)  resulting from the hazardous properties of nuclear material and
               with respect to which (1) any person or organization is required
               to maintain financial protection pursuant to the Atomic Energy
               Act of 1954, or any law amendatory thereof, or (2) the insured
               is, or had this policy not been issued would be, entitled to
               indemnity from the United States of America, or any agency
               thereof, under any agreement entered into by the United States of
               America, or any agency thereof, with any person or organization.

     II.  Under any Medical Payments Coverage, or under any Supplementary
          Payments Provision relating to immediate medical or surgical relief
          first aids to expenses incurred with respect to bodily injury,
          sickness, disease or death bodily injury resulting from the hazardous
          properties of nuclear material and arising out of the operation of a
          nuclear facility by any person or organization.


                                   Page 2 of 4
<PAGE>

     III. Under any Liability Coverage, to injury, sickness, disease, death or
          destruction bodily injury or property damage resulting from the
          hazardous properties of nuclear material, if

          (a)  the nuclear material (1) is at any nuclear facility owned by, or
               operated by or on behalf of, an insured or (2) has been
               discharged or dispersed therefrom;

          (b)  the nuclear material is contained in spent fuel or waste at any
               time possessed, handled, used, processed, stored, transported or
               disposed of by or on behalf of an insured; or

          (c)  the injury, sickness, disease, death or destruction bodily injury
               or property damage arises out of the furnishing by an insured of
               services, materials, parts or equipment in connection with the
               planning, construction, maintenance, operation or use of any
               nuclear facility, but if such facility is located within the
               United States of America, its territories, or possessions or
               Canada, this exclusion (c) applies only to injury to or
               destruction of property at such nuclear facility. property damage
               to such nuclear facility and any property thereat.

     IV. As used in this endorsement:

          "HAZARDOUS PROPERTIES" include radioactive, toxic or explosive
          properties; "NUCLEAR MATERIALS" means source materials, special
          nuclear material or byproduct material; "SOURCE MATERIAL," "SPECIAL
          NUCLEAR MATERIAL," and "BYPRODUCT MATERIAL" have the meanings given
          them in the Atomic Energy Act of 1954 or in any law amendatory
          thereof; "SPENT FUEL" means any fuel element or fuel component, solid
          or liquid, which has been used or exposed to radiation in a nuclear
          reactor; "waste" means any waste material (1) containing byproduct
          material and (2) resulting from the operation by any person or
          organization of any nuclear facility included within the definition of
          nuclear facility under paragraph (a) or (b) thereof; "NUCLEAR
          FACILITY" means

          (a)  any nuclear reactor,

          (b)  any equipment or device designed or used for (1) separating the
               isotopes of uranium or plutonium, (2) processing or utilizing
               spent fuel, or (3) handling, processing or packaging waste,

          (c)  any equipment or device used for the processing, fabricating or
               alloying of special nuclear material if at any time the total
               amount of such material in the custody of the insured at the
               premises where such equipment or device is located consists of or
               contains more than 25 grams of plutonium or uranium 233 or any
               combination thereof, or more than 250 grams of uranium 235,


                                   Page 3 of 4

<PAGE>


          (d)  any structure, basin, excavation, premises or place prepared or
               used for the storage or disposal of waste, and includes the site
               on which any of the foregoing is located,

               all operations conducted on such site and all premises used for
               such operations; "NUCLEAR REACTOR" means any apparatus designed
               or used to sustain nuclear fission in a self-supporting chain
               reaction or to contain a critical mass of fissionable material;
               With respect to injury to or destruction of property, the word
               "injury" or "destruction" includes all forms of radioactive
               contamination of property. "property damage" includes all forms
               of radioactive contamination of property.

     V.   The inception dates and thereafter of all original policies affording
          coverages specified in this paragraph 3, whether new, renewal or
          replacement, being policies which become effective on or after 1st
          May, 1960, provided this paragraph 3 shall not be applicable to

          (i)  Garage and Automobile Policies issued by the Reassured on New
               York risks, or

          (ii) statutory liability insurance required under Chapter 90, General
               Laws of Massachusetts,

               until 90 days following approval of the Broad Exclusion Provision
               by the Governmental Authority having jurisdiction thereof.

4.   Without in any way restricting the operation of paragraph 1 of this Clause,
     it is understood and agreed that paragraphs 2 and 3 above are not
     applicable to original liability policies of the Reassured in Canada and
     that with respect to such policies this Clause shall be deemed to include
     the Nuclear Energy Liability Exclusion Provisions adopted by the Canadian
     Underwriters' Association or the Independent Insurance Conference of
     Canada.

----------
*    NOTE: The words printed in italics in the Limited Exclusion Provision and
     in the Broad Exclusion Provision shall apply only in relation to original
     liability policies which include a Limited Exclusion Provision or a Broad
     Exclusion Provision containing those words.

N.M.A. 1590 (21/9/67)
Approved by Lloyd's Underwriters' Non-Marine Association

                      AMENDMENT TO THE DEFINITION OF WASTE

It is agreed that the definition of "WASTE" contained in sub-paragraph IV above
is amended to read as follows:

                           "WASTE" means any material

(a)  containing byproduct material other than the tailings or waste produced by
     the extraction or concentration of uranium or thorium from any ore
     processed primarily for its source material content, and

(b)  resulting from the operation by any person or organization of any nuclear
     facility included under the first two paragraphs of the definition of
     nuclear facility.


                                   Page 4 of 4

<PAGE>

CANADA

            NUCLEAR INCIDENT EXCLUSION CLAUSE--LIABILITY--REINSURANCE

1.   This Agreement does not cover any loss or liability accruing to the
     Reinsured as a member of, or subscriber to, any association of insurers or
     reinsurers formed for the purpose of covering nuclear energy risks or as a
     direct or indirect reinsurer of any such member, subscriber or association.

2.   Without in any way restricting the operation of paragraph 1 of this clause
     it is agreed that for all purposes of this Agreement all the original
     liability contracts of the Reinsured, whether new, renewal or replacement,
     of the following classes, namely,

     Personal Liability.
     Farmers' Liability.
     Storekeepers' Liability.

     which become effective on or after 31st December 1992, shall be deemed to
     include, from their inception dates and thereafter, the following
     provision:-

     Limited Exclusion Provision

     This Policy does not apply to bodily injury or property damage with respect
     to which the Insured is also insured under a contract of nuclear energy
     liability insurance (whether the Insured is unnamed in such contract and
     whether or not it is legally enforceable by the Insured) issued by the
     Nuclear Insurance Association of Canada or any other group or pool of
     insurers or would be an Insured under any such policy but for its
     termination upon exhaustion of its limits of liability.

     With respect to property, loss of use of such property shall be deemed to
     be property damage.

3.   Without in any way restricting the operation of paragraph 1 of this clause
     it is agreed that for all purposes of this Agreement all the original
     liability contracts of the Reinsured, whether new, renewal or replacement,
     of any class whatsoever (other than Personal Liability, Farmers' Liability,
     Storekeepers' Liability or Automobile Liability contracts), which become
     effective on or after 31st December 1992, shall be deemed to include from
     their inception dates and thereafter, the following provision:-

     Broad Exclusion Provision

     It is agreed that this Policy does not apply:

     (a)  to liability imposed by or arising from any nuclear liability act, law
          or statute or any law amendatory thereof; nor


                                  Page 1 0f 3
<PAGE>

     (b)  to bodily injury or property damage with respect to which an Insured
          under this policy is also insured under a contract of nuclear energy
          liability insurance (whether the Insured is unnamed in such contract
          and whether or not it is legally enforceable by the Insured) issued by
          the Nuclear Insurance Association of Canada or any other insurer or
          group or pool of insurers or would be an Insured under any such policy
          but for its termination upon exhaustion of its limit of liability; nor

     (c)  to bodily injury or property damage resulting directly or indirectly
          from the nuclear energy hazard arising from:

          (i)  the ownership, maintenance, operation or use of a nuclear
               facility by or on behalf of an Insured;

          (ii) the furnishing by an Insured of services, materials, parts or
               equipment in connection with the planning, construction,
               maintenance, operation or use of any nuclear facility; and

          (iii) the possession, consumption, use, handling, disposal or
               transportation of fissionable substances, or of other radioactive
               material (except radioactive isotopes, away from a nuclear
               facility, which have reached the final stage of fabrication so as
               to be usable for any scientific, medical, agricultural,
               commercial or industrial purpose) used, distributed, handled or
               sold by an Insured.

     As used in this Policy:

     1.   The term "nuclear energy hazard" means the radioactive, toxic,
          explosive, or other hazardous properties of radioactive material;

     2.   The term "radioactive material" means uranium, thorium, plutonium,
          neptunium, their respective derivatives and compounds, radioactive
          isotopes of other elements and any other substances which may be
          designated by or pursuant to any law, act or statute, or law
          amendatory thereof as being prescribed substances capable of releasing
          atomic energy, or as being requisite for the production, use or
          application of atomic energy;

     3.   The term "nuclear facility" means:

          (a)  any apparatus designed or used to sustain nuclear fission in a
               self-supporting chain reaction or to contain a critical mass of
               plutonium, thorium and uranium or any one or more of them;

          (b)  any equipment or device designed or used for (i) separating the
               isotopes of plutonium, thorium and uranium or any one or more of
               them, (ii) processing or utilizing spent fuel, or (iii) handling,
               processing or packaging waste;


                                  Page 2 of 3
<PAGE>

          (c)  any equipment or device used for the processing, fabricating or
               alloying of plutonium, thorium or uranium enriched in the isotope
               uranium 233 or in the isotope uranium 235, or any one or more of
               them if at any time the total amount of such material in the
               custody of the Insured at the premises where such equipment or
               device is located consists of or contains more than 25 grams of
               plutonium or uranium 233 or any combination thereof, or more than
               250 grams of uranium 235;

          (d)  any structure, basin, excavation, premises or place prepared or
               used for the storage or disposal of waste radioactive material;

          and includes the site on which any of the foregoing is located,
          together with all operations conducted thereon and all premises used
          for such operations.

     4.   The term "fissionable substance" means any prescribed substance that
          is, or from which can be obtained, a substance capable of releasing
          atomic energy by nuclear fission.

     5.   With respect to property, loss of use of such property shall be deemed
          to be property damage.

N.M.A. 1979a (01/04/96)
Form approved by Lloyd's Underwriters' Non-Marine Association Limited


                                   Page 3 of 3
<PAGE>

           NUCLEAR ENERGY RISKS EXCLUSION CLAUSE (REINSURANCE) (1994)
                     (WORLDWIDE EXCLUDING U.S.A. AND CANADA)
                          (INCLUDES JAPANESE AMENDMENT)

This agreement shall exclude Nuclear Energy Risks whether such risks are written
directly and/or by way of reinsurance and/or via Pools and/or Associations.

For all purposes of this agreement Nuclear Energy Risks shall mean all first
party and/or third party insurances or reinsurances (other than Workers'
Compensation and Employers' Liability) in respect of:

     (I)  All Property on the site of a nuclear power station. Nuclear Reactors,
          reactor buildings and plant and equipment therein on any site other
          than a nuclear power station.

     (II) All Property, on any site (including but not limited to the sites
          referred to in (I) above) used or having been used for:

          (a)  the generation of nuclear energy; or

          (b)  the Production, Use or Storage of Nuclear Material.

     (III) Any other Property eligible for insurance by the relevant local
          Nuclear Insurance Pool and/or Association but only to the extent of
          the requirements of that local Pool and/or Association.

     (IV) The supply of goods and services to any of the sites, described in (I)
          to (III) above, unless such insurances or reinsurances shall exclude
          the perils of irradiation and contamination by Nuclear Material.

Except as undernoted, Nuclear Energy Risks shall not include:

     (i)  Any insurance or reinsurance in respect of the construction or
          erection or installation or replacement or repair or maintenance or
          decommissioning of Property as described in (I) to (III) above
          (including contractors' plant and equipment);

     (ii) Any Machinery Breakdown or other Engineering insurance or reinsurance
          not coming within the scope of (i) above;

Provided always that such insurance or reinsurance shall exclude the perils of
irradiation and contamination by Nuclear Material.

However, the above exemption shall not extend to:

     (1)  The provision of any insurance or reinsurance whatsoever in respect
          of:


                                   Page 1 of 3

<PAGE>

          (a)  Nuclear Material;

          (b)  Any Property in the High Radioactivity Zone or Area of any
               Nuclear Installation as from the introduction of Nuclear Material
               or - for reactor installations - as from fuel loading or first
               criticality where so agreed with the relevant local Nuclear
               Insurance Pool and/or Association.

     (2)  The provision of any insurance or reinsurance for the undernoted
          perils:

          -    Fire, lightning, explosion;
          -    Earthquake;
          -    Aircraft and other aerial devices or articles dropped therefrom;
          -    Irradiation and radioactive contamination;
          -    Any other peril insured by the relevant local Nuclear Insurance
               Pool and/or Association;

          in respect of any other Property not specified in (1) above which
          directly involves the Production, Use or Storage of Nuclear Material
          as from the introduction of Nuclear Material into such Property.

Definitions

"Nuclear Material" means:

     (i)  Nuclear fuel, other than natural uranium and depleted uranium, capable
          of producing energy by a self-sustaining chain process of nuclear
          fission outside a Nuclear Reactor, either alone or in combination with
          some other material; and

     (ii) Radioactive Products or Waste.

"Radioactive Products or Waste" means any radioactive material produced in, or
any material made radioactive by exposure to the radiation incidental to the
production or utilisation of nuclear fuel, but does not include radioisotopes
which have reached the final stage of fabrication so as to be usable for any
scientific, medical, agricultural, commercial or industrial purpose.

"Nuclear Installation" means:

     (i)  Any Nuclear Reactor;

     (ii) Any factory using nuclear fuel for the production of Nuclear Material,
          or any factory for the processing of Nuclear Material, including any
          factory for the reprocessing of irradiated nuclear fuel; and

     (iii)Any facility where Nuclear Material is stored, other than storage
          incidental to the carriage of such material.


                                   Page 2 of 3

<PAGE>

"Nuclear Reactor" means any structure containing nuclear fuel in such an
arrangement that a self-sustaining chain process of nuclear fission can occur
therein without an additional source of neutrons.

"Production, Use or Storage of Nuclear Material" means the production,
manufacture, enrichment, conditioning, processing, reprocessing, use, storage,
handling and disposal of Nuclear Material.

"Property" shall mean all land, buildings, structures, plant, equipment,
vehicles, contents (including but not limited to liquids and gases) and all
materials of whatever description whether fixed or not.

"High Radioactivity Zone or Area" means:

     (i)  For nuclear power stations and Nuclear Reactors, the vessel or
          structure which immediately contains the core (including its supports
          and shrouding) and all the contents thereof, the fuel elements, the
          control rods and the irradiated fuel store; and

     (ii) For non-reactor Nuclear Installations, any area where the level of
          radioactivity requires the provision of a biological shield.

Notwithstanding the provisions of this Clause, certain liabilities the type of
which by market practice and custom have not been declared to the Japanese
Nuclear Pool are covered hereunder.

N.M.A. 1975a (10/3/94) (with Japanese Amendment added).
Approved by Lloyd's Underwriters' Non-Marine Association.


                                   Page 3 of 3

<PAGE>

U.S.A.

              NUCLEAR INCIDENT EXCLUSION CLAUSE--PHYSICAL DAMAGE--
                                   REINSURANCE

1.   This Reinsurance does not cover any loss or liability accruing to the
     Reassured, directly or indirectly and whether as Insurer or Reinsurer, from
     any Pool of Insurers or Reinsurers formed for the purpose of covering
     Atomic or Nuclear Energy risks.

2.   Without in any way restricting the operation of paragraph (1) of this
     Clause, this Reinsurance does not cover any loss or liability accruing to
     the Reassured, directly or indirectly and whether as Insurer or Reinsurer,
     from any insurance against Physical Damage (including business interruption
     or consequential loss arising out of such Physical Damage) to:

     I.   Nuclear reactor power plants including all auxiliary property on the
          site, or

     II.  Any other nuclear reactor installation, including laboratories
          handling radioactive materials in connection with reactor
          installations, and "critical facilities" as such, or

     III. Installations for fabricating complete fuel elements or for processing
          substantial quantities of "special nuclear material", and for
          reprocessing, salvaging, chemically separating, storing or disposing
          of "spent" nuclear fuel or waste materials, or

     IV.  Installations other than those listed in paragraph (2) III above using
          substantial quantities of radioactive isotopes or other products of
          nuclear fission.

3.   Without in any way restricting the operations of paragraphs (1) and (2)
     hereof, this Reinsurance does not cover any loss or liability by
     radioactive contamination accruing to the Reassured, directly or
     indirectly, and whether as Insurer or Reinsurer, from any insurance on
     property which is on the same site as a nuclear reactor power plant or
     other nuclear installation and which normally would be insured therewith
     except that this paragraph (3) shall not operate

     (a)  where Reassured does not have knowledge of such nuclear reactor power
          plant or nuclear installation, or

     (b)  where said insurance contains a provision excluding coverage for
          damage to property caused by or resulting from radioactive
          contamination, however caused. However on and after 1st January 1960
          this sub-paragraph (b) shall only apply provided the said radioactive
          contamination exclusion provision has been approved by the
          Governmental Authority having jurisdiction thereof.

4.   Without in any way restricting the operations of paragraphs (1), (2) and
     (3) hereof, this Reinsurance does not cover any loss or liability by
     radioactive contamination


                                   Page 1 of 2

<PAGE>

     accruing to the Reassured, directly or indirectly, and whether as Insurer
     or Reinsurer, when such radioactive contamination is a named hazard
     specifically insured against.

5.   It is understood and agreed that this Clause shall not extend to risks
     using radioactive isotopes in any form where the nuclear exposure is not
     considered by the Reassured to be the primary hazard.

6.   The term "special nuclear material" shall have the meaning given it in the
     Atomic Energy Act of 1954 or by any law amendatory thereof.

7.   Reassured to be sole judge of what constitutes:

     (a)  substantial quantities, and

     (b)  the extent of installation, plant or site.

NOTE: Without in any way restricting the operation of paragraph (1) hereof, it
     is understood and agreed that

     (a)  all policies issued by the Reassured on or before 31st December 1957
          shall be free from the application of the other provisions of this
          Clause until expiry date or 31st December 1960 whichever first occurs
          whereupon all the provisions of this Clause shall apply.

     (b)  with respect to any risk located in Canada policies issued by the
          Reassured on or before 31st December 1958 shall be free from the
          application of the other provisions of this Clause until expiry date
          or 31st December 1960 whichever first occurs whereupon all the
          provisions of this Clause shall apply.

N.M.A. 1119 (12/12/57)


                                   Page 2 of 2

<PAGE>

CANADA

              NUCLEAR INCIDENT EXCLUSION CLAUSE--PHYSICAL DAMAGE--
                                   REINSURANCE

1.   This Agreement does not cover any loss or liability accruing to the
     Reinsured directly or indirectly, and whether as Insurer or Reinsurer, from
     any Pool of Insurers or Reinsurers formed for the purpose of covering
     Atomic or Nuclear Energy risks.

2.   Without in any way restricting the operation of paragraph 1 of this clause,
     this Agreement does not cover any loss or liability accruing to the
     Reinsured, directly or indirectly, and whether as Insurer or Reinsurer,
     from any insurance against Physical Damage (including business interruption
     or consequential loss arising out of such Physical Damage) to:

     (a)  nuclear reactor power plants including all auxiliary property on the
          site, or

     (b)  any other nuclear reactor installation, including laboratories
          handling radioactive materials in connection with reactor
          installations, and critical facilities as such, or

     (c)  installations for fabricating complete fuel elements or for processing
          substantial quantities of radioactive materials, and for reprocessing,
          salvaging, chemically separating, storing or disposing of spent
          nuclear fuel or waste materials, or

     (d)  installations other than those listed in (c) above using substantial
          quantities of radioactive isotopes or other products of nuclear
          fission.

3.   Without in any way restricting the operation of paragraphs 1 and 2 of this
     clause, this Agreement does not cover any loss or liability by radioactive
     contamination accruing to the Reinsured, directly or indirectly, and
     whether as Insurer or Reinsurer, from any insurance on property which is on
     the same site as a nuclear reactor power plant or other nuclear
     installation and which normally would be insured therewith, except that
     this paragraph 3 shall not operate:

     (a)  where the Reinsured does not have knowledge of such nuclear reactor
          power plant or nuclear installation, or

     (b)  where the said insurance contains a provision excluding coverage for
          damage to property caused by or resulting from radioactive
          contamination, however caused.

4.   Without in any way restricting the operation of paragraphs 1, 2 and 3 of
     this clause, this Agreement does not cover any loss or liability by
     radioactive contamination accruing to the Reinsured, directly or
     indirectly, and whether as Insurer or Reinsurer, when such radioactive
     contamination is a named hazard specifically insured against.


                                   Page 1 of 2

<PAGE>

5.   This clause shall not extend to risks using radioactive isotopes in any
     form where the nuclear exposure is not considered by the Reinsured to be
     the primary hazard.

6.   The term "radioactive material" means uranium, thorium, plutonium,
     neptunium, their respective derivatives and compounds, radioactive isotopes
     of other elements and any other substances which may be designated by or
     pursuant to any law, act or statute, or any law amendatory thereof as being
     prescribed substances capable of releasing atomic energy, or as being
     requisite for the production, use or application of atomic energy.

7.   Reinsured to be sole judge of what constitutes:

     (a)  substantial quantities, and

     (b)  the extent of installation, plant or site.

8.   Without in any way restricting the operation of paragraphs 1, 2, 3 and 4 of
     this clause, this Agreement does not cover any loss or liability accruing
     to the Reinsured, directly or indirectly, and whether as Insurer or
     Reinsurer caused:

     (a)  by any nuclear incident as defined in or pursuant to the Nuclear
          Liability Act or any other nuclear liability act, law or statute, or
          any law amendatory thereof, or nuclear explosion, except for ensuing
          loss or damage which results directly from fire, lightning or
          explosion of natural, coal or manufactured gas;

     (b)  by contamination by radioactive material.

NOTE: Without in any way restricting the operation of paragraphs 1, 2, 3 and 4
     of this clause, paragraph 8 of this clause shall only apply to all original
     contracts of the Reinsured whether new, renewal or replacement which become
     effective on or after December 31, 1992.

N.M.A. 1980a (01/04/96)
Form approved by Lloyd's Underwriters' Non-Marine Association Ltd.


                                   Page 2 of 2

<PAGE>

U.S.A.

    NUCLEAR INCIDENT EXCLUSION CLAUSE--PHYSICAL DAMAGE AND LIABILITY (BOILER
                      AND MACHINERY POLICIES)--REINSURANCE

(1)  This reinsurance does not cover any loss or liability accruing to the
     Reassured as a member of, or subscriber to, any association of insurers or
     reinsurers formed for the purpose of covering nuclear energy risks or as a
     direct or indirect reinsurer of any such member, subscriber or association.

(2)  Without in any way restricting the operation of paragraph (1) of this
     Clause it is understood and agreed that for all purposes of this
     reinsurance all original Boiler and Machinery Insurance or Reinsurance
     contracts of the Reassured shall be deemed to include the following
     provisions of this paragraph;

     This Policy does not apply to "loss," whether it be direct or indirect,
     proximate or remote

     (a)  from an Accident caused directly or indirectly by nuclear reaction,
          nuclear radiation or radioactive contamination, all whether controlled
          or uncontrolled; or

     (b)  from nuclear reaction, nuclear radiation or radioactive contamination,
          all whether controlled or uncontrolled, caused directly or indirectly
          by, contributed to or aggravated by an Accident.

(3)  However, it is agreed that loss arising out of the use of Radioactive
     Isotopes in any form is not hereby excluded from reinsurance protection.

(4)  Without in any way restricting the operation of paragraph (1) hereof, it is
     understood and agreed that

     (a)  all policies issued by the Reassured effective on or before 30th
          April, 1958, shall be free from the application of the other
          provisions of this Clause until expiry date or 30th April, 1961,
          whichever first occurs, whereupon all the provisions of this Clause
          shall apply,

     (b)  with respect to any risk located in Canada policies issued by the
          Reassured effective on or before 30th June, 1958, shall be free from
          the application of the other provisions of this Clause until expiry
          date or 30th June, 1961, whichever first occurs, whereupon all the
          provisions of this Clause shall apply.

N.M.A. 1166 (23/6/58)


                                   Page 1 of 1

<PAGE>

CANADA

    NUCLEAR INCIDENT EXCLUSION CLAUSE--PHYSICAL DAMAGE AND LIABILITY (BOILER
                      AND MACHINERY POLICIES)--REINSURANCE

(1)  This reinsurance does not cover any loss or liability accruing to the
     Reassured as a member of, or subscriber to, any association of insurers or
     reinsurers formed for the purpose of covering nuclear energy risks or as a
     direct or indirect reinsurer of any such member, subscriber or association.

(2)  Without in any way restricting the operation of paragraph (1) of this
     Clause it is understood and agreed that for all purposes of this
     reinsurance all original Boiler and Machinery Insurance or Reinsurance
     contracts of the Reassured shall be deemed to include the following
     provisions of this paragraph;

     This Policy does not apply to loss, whether it be direct or indirect,
     proximate or remote

     (a)  from an Accident caused directly or indirectly by nuclear reaction,
          nuclear radiation or radioactive contamination, all whether controlled
          or uncontrolled; or

     (b)  from nuclear reaction, nuclear radiation or radioactive contamination,
          all whether controlled or uncontrolled, caused directly or indirectly
          by, contributed to or aggravated by an Accident.

(3)  However, it is agreed that loss arising out of the use of Radioactive
     Isotopes in any form is not hereby excluded from reinsurance protection.

(4)  Without in any way restricting the operation of paragraph (1) hereof, it is
     understood and agreed that policies issued by the Reassured effective on or
     before 31st December, 1958, shall be free from the application of the other
     provisions of this Clause until expiry date or 31st December, 1961,
     whichever first occurs, whereupon all the provisions of this Clause shall
     apply.

N.M.A. 1251 (29/10/59)
Approved by Lloyd's Underwriters' Fire and Non-Marine Association.


                                   Page 1 of 1
<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT
                       attaching to and forming a part of
               CASUALTY VARIABLE QUOTA SHARE REINSURANCE AGREEMENT
                                     between
                       ALLIED WORLD ASSURANCE COMPANY, LTD
                                     and/or
                 ALLIED WORLD ASSURANCE COMPANY (EUROPE) LIMITED
                                     and/or
                       ALLIED WORLD ASSURANCE CO (RE) LTD
                                     and/or
                        ALLIED WORLD ASSURANCE (US) INC.
                                     and/or
                    NEWMARKET UNDERWRITERS INSURANCE COMPANY
                       (hereinafter called the "Company")
                                       and
                            FEDERAL INSURANCE COMPANY
                (hereinafter called the "Subscribing Reinsurer")

     It is hereby mutually understood and agreed by and between the Company and
the Subscribing Reinsurer that as of 12:01 a.m. Atlantic Standard Time, March 1,
2006, the Subscribing Reinsurer's share in the interests and liabilities of the
Reinsurers on the attached Agreement will be:

<TABLE>
<CAPTION>
                                                                    Subscribing
            Subscribing Reinsurer's                             Reinsurer's Maximum
             Quota Share Percentage                             Limit of Liability
              of the Interests and          Subscribing           With Respect to
               Liabilities on the     Reinsurer's Percentage     Ultimate Net Loss
            Policies Subject to the   of the Cession for the     Under the Treaty
                 Treaty Section           Treaty Section              Section
            -----------------------   ----------------------   --------------------
<S>         <C>                       <C>                      <C>
Section A             NIL                       NIL                     NIL

Section B       Variable up to a                                   $2,500,000;
                   maximum of                                     L1,500,000; or
                    5.00000%                 10.52632%           2,500,000 Euros

Section C             NIL                       NIL                    NIL
</TABLE>


AR 16479 -- 3/1/06                     1

<PAGE>

     It is further understood and agreed that with respect to POLICIES written
or RENEWED with an effective date on or after March 1, 2006, 12:01 a.m. Atlantic
Standard Time, the Agreement will be amended as follows:

     a)   The penultimate paragraph of the Commencement and Termination Article
          will be amended to read as follows:

               "In the event that POLICIES subject to this AGREEMENT are written
               in a jurisdiction where cancellation, renewal, or nonrenewal of
               coverage is regulated by the insurance authorities and the
               COMPANY is bound by statute or regulation of said jurisdiction or
               by a judicial decision to continue coverage after the termination
               date of this AGREEMENT, then the REINSURER will remain liable on:

               A.   Any POLICIES continuing such coverage (and will receive the
                    premium therefor) until the earliest of the following times:

                    1.   The first RENEWAL date when the COMPANY can lawfully
                         nonrenew, or the first date when the COMPANY can
                         lawfully cancel, said POLICIES; or

                    2.   Thirty-six (36) months from the termination date of
                         this AGREEMENT; and

               B.   Any EXTENDED REPORTING PERIODS (whether basic, supplemental
                    or both), DISCOVERY PERIOD(S) or products-completed
                    operations extensions applicable to such POLICIES without
                    limitation.

               If, however, the COMPANY decides to hold the business net and for
               its own account, or has other reinsurance agreements that would
               apply to such business, the REINSURER will not be liable for
               longer than the run-off period set forth above."


                                       2

<PAGE>

     b)   The Special Termination or Settlement Article will be amended in its
          entirety to read as follows:

               "SPECIAL TERMINATION OR SETTLEMENT ARTICLE (Applicable separately
               as between the COMPANY and each REINSURER)

               "Section I.

               A.   Either party may terminate this AGREEMENT upon forty-five
                    (45) calendar days notice in the event that:

                    1.   The other party should at any time (whether voluntarily
                         or otherwise) become insolvent, or suffer any
                         IMPAIRMENT OF PAID-UP CAPITAL, or become the subject of
                         any liquidation, rehabilitation, receivership,
                         supervision, conservation, or bankruptcy action or
                         proceeding (whether judicial otherwise) or of a
                         proposed Scheme of Arrangement, or be acquired or
                         controlled (whether directly or indirectly) by any
                         other company or organization; or

                    2.   There is a severance or obstruction of free and
                         unfettered communication and/or normal commercial
                         and/or financial intercourse between Bermuda and the
                         country in which the REINSURER is incorporated or has
                         its principal office as a result of war, currency
                         regulations, or any circumstances arising out of
                         political, financial or economic emergency.

                    IMPAIRMENT OF PAID-UP CAPITAL does not include a voluntary
                    reduction in paid-up capital by either party to this
                    AGREEMENT for purposes of buying back its outstanding shares
                    of stock to increase its earnings per share.

               B.   The COMPANY may terminate this AGREEMENT forthwith in the
                    event that:

                    1.   The REINSURER ceases writing reinsurance; or

                    2.   The REINSURER at any time:


                                        3

<PAGE>

                         (i)  Has a Standard & Poor's (S&P) Insurer Financial
                              Strength Rating of lower than "A-"; or

                         (ii) Ceases to have any S&P Insurer Financial Strength
                              Rating (including a designation of "not rated" or
                              "NR") after having had an S&P rating at or after
                              the inception of this AGREEMENT;

                    3.   The REINSURER at any time:

                         (i)  Has an A.M. Best Financial Strength Rating of
                              lower than "A-"; or

                         (ii) Ceases to have any A.M. Best Financial Strength
                              Rating (including a designation of "not rated" or
                              "NR") after having had an A.M. Best Financial
                              Strength Rating at or after the inception of this
                              AGREEMENT;

                    4.   Over any period not exceeding twelve months, the
                         policyholders' surplus of the REINSURER, as reported in
                         such financial statements of the REINSURER as
                         designated by the COMPANY, drop by 20.00% or more; or

                    5.   (Applicable to REINSURERS domiciled in the United
                         States)

                         Upon application of the NAIC Insurance Regulatory
                         Information System (IRIS) tests to the REINSURER'S most
                         recent statutory Annual Statement (which the REINSURER
                         hereby agrees to furnish to the COMPANY upon request),
                         it is found that four or more of the REINSURER'S IRIS
                         financial ratio values are outside of the usual range
                         established in the IRIS system.

                    Notwithstanding the above, subparts 4 and 5 will not apply
                    to any REINSURER having at all times both S&P Insurer
                    Financial Strength and and A. M. Best Financial Strength
                    Rating of "A" or higher.

               C.   Termination under Part A. or B. of this Article will be
                    effected by written notice. The COMPANY will elect whether
                    the termination will be on a run-off basis or a clean-cut
                    basis with an immediate settlement of all present and future
                    obligations under this AGREEMENT. If the


                                       4

<PAGE>

                    COMPANY initially elects a run-off basis, within fifteen
                    (15) calendar days of receiving notice of the COMPANY'S
                    election, any non-admitted REINSURER will secure all such
                    obligations through a trust account or a clean,
                    unconditional, irrevocable, and evergreen letter of credit
                    from a financial institution acceptable to the COMPANY.
                    However, even if such security is requested by the COMPANY
                    and/or provided by the REINSURER, it is agreed that the
                    COMPANY will retain the right to require an immediate
                    settlement of all present and future obligations at any
                    subsequent date.

               "Section II

               A.   After the expiration or termination of this AGREEMENT for
                    any reason other than a Special Termination governed by
                    Section I., above, if the REINSURER has any remaining
                    present or future obligations to the COMPANY and any of the
                    five events described in Part B. of Section I. should occur,
                    the COMPANY (i) may require an immediate settlement of all
                    present and future obligations under this AGREEMENT, or (ii)
                    may require any non-admitted REINSURER to secure all such
                    obligations through a trust account or a clean,
                    unconditional, irrevocable, and evergreen letter of credit
                    from a financial institution acceptable to the COMPANY.

               B.   If the COMPANY initially requires security under Part A. of
                    this Section, it will notify any non-admitted REINSURER in
                    writing and the REINSURER will provide such trust account or
                    letter of credit within fifteen (15) calendar days. However,
                    even if such security is requested by the COMPANY and/or
                    provided by the REINSURER, it is agreed that the COMPANY
                    will retain the right to require an immediate settlement of
                    all present and future obligations at any subsequent date.

               "Section III

               A.   For purposes of this Article, ALL PRESENT AND FUTURE
                    OBLIGATIONS means outstanding ULTIMATE NET LOSS, EXTRA
                    CONTRACTUAL OBLIGATIONS, EXCESS OF LIMITS LIABILITY and LOSS
                    ADJUSTMENT EXPENSE [including reserves for
                    incurred-but-not-reported ULTIMATE NET LOSS and LOSS
                    ADJUSTMENT EXPENSE (IBNR)], return of unearned premiums, and
                    all other present or future balances, obligations, or
                    amounts due the COMPANY under this AGREEMENT.


                                        5

<PAGE>

               B.   In no event will this Article be construed to limit the
                    amount of, or the rights and obligations of the parties with
                    respect to, any security withheld or required in accordance
                    with the Reserves and Funding Article hereof (if
                    applicable).

               C.   In the event of an immediate settlement of ALL PRESENT AND
                    FUTURE OBLIGATIONS, upon receipt of final payment, the
                    COMPANY and the REINSURER will execute a full and final
                    commutation and mutual release of their respective
                    liabilities under the AGREEMENT.

               D.   When requested by either party an appraisal of IBNR will be
                    made by a disinterested actuary.

               E.   Settlements under this Article will be adjusted for net
                    present value.

               F.   In the event of any conflict between this Article and any
                    other Article of this AGREEMENT, the terms of this Article
                    will control.

               "This Article will survive the expiration or termination of this
               AGREEMENT."

     The share of the Subscribing Reinsurer will be separate and apart from the
shares of the other Reinsurers and will not be joint with those of the other
Reinsurers, and the Subscribing Reinsurer will in no event participate in the
interests and liabilities of other Reinsurers.

     If the Subscribing Reinsurer wishes to designate an alternate party to that
named in the Service of Suit Article contained in the attached Agreement, then
service of process will be made upon the party hereinafter named:

________________________________________________________________________________

________________________________________________________________________________

     This Interests and Liabilities Agreement may be executed in two or more
counterparts, each of which, when duly executed will be deemed an original, but
all of which together will constitute one and the same instrument.


                                       6

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Interests and
Liabilities Agreement to be executed by their duly authorized representatives.

                       ALLIED WORLD ASSURANCE COMPANY, LTD
                 ALLIED WORLD ASSURANCE COMPANY (EUROPE) LIMITED
                       ALLIED WORLD ASSURANCE CO (RE) LTD
                        ALLIED WORLD ASSURANCE (US) INC.
                    NEWMARKET UNDERWRITERS INSURANCE COMPANY

Signed at: Hamilton, Bermuda
           --------------------------


Signature: /s/ Jordan M. Gantz          Title: EVP
           --------------------------          ---------------------------------
Printed Name: Jordan M. Gantz           Date: April 27, 2006
              -----------------------         ----------------------------------
Attest: /s/ Frank D'Orazio
        -----------------------------
Attest Printed Name: Frank D'Orazio
                     ----------------

                           HARBOR POINT SERVICES, INC.
                                  ON BEHALF OF
                            FEDERAL INSURANCE COMPANY

Signed at: Bernardsville, NJ
           --------------------------


Signature: /s/ Lyle McCoy               Title: VP
           --------------------------          ---------------------------------
Printed Name: Lyle McCoy                Date: May 8, 2006
              -----------------------         ----------------------------------
Attest: /s/ Peter Kellogg
        -----------------------------
Attest Printed Name: Peter Kellogg
                     ----------------
Reference No.: T545
               ----------------------


                                       7