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                                                                   Exhibit 10.37
[GUY CARPENTER LOGO]

WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY $5,000,000 EXCESS OF $5,000,000
PER OCCURRENCE EXCESS OF LOSS REINSURANCE CONTRACT

                                TABLE OF CONTENTS

<TABLE>
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ARTICLE                                                                                           PAGE
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<S>            <C>                                                                                <C>
               Preamble                                                                           2
1              Business Reinsured                                                                 2
2              Retention and Limit                                                                2
3              Term                                                                               2
4              Special Termination                                                                3
5              Territory                                                                          4
6              Exclusions                                                                         4
7              Premium                                                                            6
8              Reinstatements                                                                     6
9              Reports                                                                            6
10             Definitions                                                                        7
11             Net Retained Lines                                                                 9
12             Extra Contractual Obligations                                                      10
13             Loss in Excess of Policy Limits                                                    10
14             Legality                                                                           11
15             Loss Funding                                                                       11
16             California SB 2093 Compliance                                                      13
17             Delays, Errors or Omissions                                                        13
18             Entire Contract/Amendments                                                         13
19             Access to Records                                                                  13
20             Insolvency                                                                         14
21             Arbitration                                                                        14
22             Taxes                                                                              15
23             Currency                                                                           16
24             Service of Suit                                                                    16
25             Offset                                                                             17
26             Loss Notices and Settlements                                                       17
27             Federal Terrorism Excess Recovery                                                  18
28             Commutation                                                                        19
29             Mode of Execution                                                                  20
30             Intermediary                                                                       20
               Company Signing Block                                                              21

ATTACHMENTS

               Nuclear Incident Exclusion Clause - Liability - Reinsurance - U.S.A                22
</TABLE>


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 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY $5,000,000 EXCESS OF $5,000,000
               PER OCCURRENCE EXCESS OF LOSS REINSURANCE CONTRACT

This Contract is made and entered into by and between SEABRIGHT INSURANCE
COMPANY, Chicago, Illinois (the "Company") and the Reinsurer specifically
identified in the Interests and Liabilities Agreement attaching to and forming a
part of this Contract (the "Reinsurer").

                                    ARTICLE 1

BUSINESS REINSURED

This Contract is to indemnify the Company in respect of the net excess liability
as herein provided and specified which may accrue to the Company as a result of
any loss or losses which may occur during the term of this Contract under any
Policies classified by the Company as Workers' Compensation and Employers'
Liability Business (including U.S. Longshore and Harbor Workers' Compensation
Act, Jones Act, Federal Employers' Liability Act, and other Federal Acts) and
Maritime Employers' Liability in force, written or renewed by or through the
Company, subject to the terms and conditions herein contained.

                                    ARTICLE 2

RETENTION AND LIMIT

The Company will retain an initial Ultimate Net Loss of $5,000,000 in respect of
each Loss Occurrence. The Reinsurer will then be liable for 100% of the amount
by which the Ultimate Net Loss exceeds the Company's retention in respect of
each Loss Occurrence, subject to a limit of liability to the Reinsurer of
$5,000,000 each Loss Occurrence.

Recoveries from the Company's underlying layers, if any, will not be deducted
when establishing Ultimate Net Loss for purposes of this Article.

In order for coverage to attach hereunder, all losses must be reported to the
Reinsurer within seven years after the expiration of this Contract (being before
October 1, 2012).

                                    ARTICLE 3

TERM

This Contract will become effective 12:01 a.m., Local Standard Time, October 1,
2004, and will remain in full force and effect for twelve months, expiring 12:01
a.m., Local Standard Time, October 1, 2005 applying to Loss Occurrences
commencing during the term of this Contract.


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Should this Contract expire while a loss subject to hourly limitations covered
hereunder involving natural disasters or occupational disease (including
cumulative trauma) is in progress, the Reinsurer shall be responsible for the
loss in progress in the same manner and to the same extent it would have been
responsible had the Contract expired the day following the conclusion of the
loss in progress.

At expiration, the Company may opt for run-off until the earlier of the
expiration or next renewal of Policies in force at expiration, but in no event
longer than 12 months, plus odd time, not to exceed 18 months in all from the
date of the expiration of this Contract. The premium applicable to the run-off
period shall be at the rate set forth in this Contract multiplied by the Gross
Net Earned Premium Income earned during each calendar quarter of the run-off
period for Policies in force as of the expiration date of this Contract. Such
premium shall be payable no later than 30 days after the end of each calendar
quarter during the run-off period.

In the event this Contract expires on a run-off basis, the Reinsurer's liability
hereunder shall continue if the Company is required by statute or regulation to
continue coverage, until the earliest date on which the Company may cancel the
Policy.

                                    ARTICLE 4

SPECIAL TERMINATION

A.    The Company may terminate the Reinsurer's share in this Contract at any
      time by giving written notice to the Reinsurer in the event any of the
      following circumstances occur:

      1.    The Reinsurer's policyholders' surplus at the inception of this
            Contract has been reduced by more than 25% of the amount of surplus
            12 months prior to that date.

      2.    The Reinsurer's policyholders' surplus at any time during the term
            of this Contract has been reduced by more than 25% of the amount of
            surplus at the date of that party's most recent financial statement
            filed with regulatory authorities and available to the public as of
            the inception of this Contract.

      3.    The Reinsurer has become merged with, acquired by or controlled by
            any other company, corporation, or individual(s) not controlling
            that party's operations previously.

      4.    A state insurance department or other legal authority has ordered
            the Reinsurer to cease writing business.

      5.    The Reinsurer has become insolvent or has been placed into
            liquidation or receivership (whether voluntary or involuntary), or
            proceedings have been instituted against the Reinsurer for the
            appointment of a receiver, liquidator, rehabilitator,


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            conservator, or trustee in bankruptcy, or other agent known by
            whatever name, to take possession of its assets or control of its
            operations.

      6.    The Reinsurer's A.M. Best's rating has been assigned or downgraded
            below A- and/or its Standard & Poors rating has been assigned or
            downgraded below BBB+.

      7.    The Reinsurer has reinsured its entire liability under this Contract
            without the Company's prior written consent.

      8.    The Reinsurer has voluntarily ceased assuming new and renewal
            property and casualty treaty reinsurance business.

B.    In the event of such termination, the liability of the Reinsurer shall be
      terminated in accordance with the provisions of the Term Article.

                                    ARTICLE 5

TERRITORY

The territorial scope of this Contract will follow that of the Company's
Policies.

                                    ARTICLE 6

EXCLUSIONS

This Contract does not cover:

A.    Reinsurance assumed, except where the Policy is originally underwritten by
      the Company and assumed by the Company.

B.    Business excluded by the Nuclear Incident Exclusion Clause - Liability -
      Reinsurance - U.S.A., No. 08-31-.1

C.    Financial Guarantee and Insolvency.

D.    War, as follows:

      As regards interests which at time of loss or damage are on shore, no
      liability shall attach hereto in respect of any loss or damage which is
      occasioned by war, invasion, hostilities, acts of foreign enemies, civil
      war, rebellion, insurrection, military or usurped power, or martial law or
      confiscation by order of any government or public authority.

      This War Exclusion shall not, however, apply to interests which at time of
      loss or damage are within the territorial limits of the United States of
      America (comprising the fifty States of the Union, the District of
      Columbia, and including bridges between the U.S.A. and


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       Mexico provided they are under United States ownership), Canada, St.
       Pierre and Miquelon, provided such interests are insured under Policies
       containing a standard war or hostilities or warlike operations exclusion
       clause.

E.    Pools, Associations and Syndicates, except losses from Assigned Risk Plans
      or similar plans are not excluded.

F.    All liability of the Company arising by contract, operation of law or
      otherwise, from its participation or membership, whether voluntary of
      involuntary, in any insolvency fund. "Insolvency Fund" includes any
      guarantee fund, plan, pool, association, fund or other arrangement,
      howsoever denominated, established or governed, which 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.

G.    Terrorism Risks, as follows:

      Notwithstanding any provision to the contrary within this Contract or any
      endorsement hereto, it is agreed that this Contract excludes loss, damage,
      cost or expense directly or indirectly caused by, contributed to,
      resulting from, or arising out of or in connection with any act of
      terrorism as defined in the Terrorism Risk Insurance Act of 2002 (the
      Act), regardless of any other cause or event contributing concurrently or
      in any sequence to the loss.

      Notwithstanding the above and subject otherwise to the terms, conditions
      and limitations of this Contract, this Contract will pay actual loss,
      damage, cost of expense, directly or indirectly caused by any act of
      terrorism which does not meet the definition of act of terrorism set forth
      in the Act provided in no event will this Contract provide coverage for
      loss, damage, cost or expense directly or indirectly caused by,
      contributed to, resulting from, or arising out of or in connection with
      biological, chemical, or nuclear explosion, pollution, contamination
      and/or fire following thereon.

      This Exclusion shall not apply to loss or liability resulting from
      remedial, restorative or clean-up actions which are made subsequent to any
      act of terrorism.

      It is further understood that this exclusion does not apply to the first
      $5,000,000 of reinsurance loss otherwise recoverable from one or more Loss
      Occurrences (other than losses from biological, chemical or nuclear
      incidents as defined in the Exclusion, which are absolutely excluded).


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                                    ARTICLE 7

PREMIUM

A.    The Company will pay the Reinsurer a deposit premium of $1,542,940 for the
      term of this Contract, to be paid in the amount of $385,735 on the first
      day of each calendar quarter.

B.    Within 60 days following the expiration of this Contract the Company will
      calculate a premium at a rate of 1.25% multiplied by the Company's Gross
      Net Earned Premium for this Contract. Should the premium so calculated
      exceed the deposit premium paid in accordance with Paragraph A. above, the
      Company will immediately pay the Reinsurer the difference. Should the
      premium so calculated be less than the deposit premium paid in accordance
      with Paragraph A. above, the Reinsurer will immediately pay the Company
      the difference, subject to a minimum premium of $1,234,353.

                                    ARTICLE 8

REINSTATEMENTS

Loss payments under this Contract will reduce the limit of coverage afforded by
the amounts paid, but the limit of coverage will be reinstated from the time of
the occurrence of the loss without payment of additional premium for the first
$5,000,000 of coverage hereunder. As respects loss payments thereafter, this
Contract will further reduce the limit of coverage afforded by the amounts paid,
but the limit of coverage will be reinstated from the time of the occurrence of
the loss, and for each amount so reinstated the Company agrees to pay an
additional premium calculated at pro rata of the Reinsurer's premium for the
term of this Contract, being pro rata only as to the fraction of the face value
of this Contract (i.e., the fraction of $5,000,000) so reinstated. Nevertheless,
the Reinsurer's liability hereunder shall never exceed $5,000,000 in respect of
any one Loss Occurrence and, subject to the limit in respect of any one Loss
Occurrence, shall be further limited to $15,000,000 during the term of this
Contract by reason of any and all claims arising hereunder.

If at the time of a loss settlement hereon the reinsurance premium, as
calculated in accordance with the Premium Article, is unknown, the above
calculation of reinstatement premium shall be based upon the deposit premium,
subject to adjustment when the reinsurance premium is finally established.

                                    ARTICLE 9

REPORTS

Within 60 days following the expiration of this Contract, the Company will
furnish the Reinsurer with the following information:


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A.    Gross Net Earned Premium of the Company for the term of this Contract.

B.    Any other information which the Reinsurer may require to prepare its
      Annual Statement which is reasonably available to the Company.

                                   ARTICLE 10

DEFINITIONS

A.    The term "Ultimate Net Loss" as used in this Contract will mean the actual
      loss paid by the Company or for which the Company becomes liable to pay,
      such loss to include 90% of any Extra Contractual Obligation award (and
      expense) as defined in the Extra Contractual Obligations Article, 90% of
      any loss in excess of Policy limits award as defined in the Loss In Excess
      Of Policy Limits Article, expenses of litigation and interest,
      claim-specific declaratory judgment expenses, and all other loss expense
      of the Company including, but not limited to, subrogation, salvage, and
      recovery expenses (office expenses and salaries of officials and employees
      not classified as loss adjusters are not chargeable as expenses for
      purposes of this paragraph), but salvages and all recoveries, including
      recoveries under all insurances or reinsurances which inure to the benefit
      of this Contract (whether recovered or not), will be first deducted from
      such loss to arrive at the amount of liability attaching hereunder.

      All salvages, recoveries or payments recovered or received subsequent to
      loss settlement hereunder will be applied as if recovered or received
      prior to the aforesaid settlement, and all necessary adjustments will be
      made by the parties hereto.

      For purposes of this definition, the phrase "becomes liable to pay" will
      mean the existence of a judgment which the Company does not intend to
      appeal, or a release has been obtained by the Company, or the Company has
      accepted a proof of loss.

      The phrase "claim-specific declaratory judgment expense" as used in this
      Contract will mean all expenses incurred by the Company in connection with
      declaratory judgment actions that are brought to determine the Company's
      defense and/or indemnification obligations and that are allocable to
      specific Policies and claims subject to this Contract. Claim specific
      declaratory judgment expense will be deemed to have been fully incurred by
      the Company on the date of the actual or alleged loss under the Policy
      giving rise to the action.

      Whenever the Company is required, or elects, to purchase an annuity, or to
      negotiate a structured settlement, either in satisfaction of a judgment,
      or in an out-of-court settlement, or otherwise, the sum of:

      1.    the cost of the annuity or the structured settlement, as the case
            may be; and,


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      2.    the amount of any expense or interest recoverable from the
            Reinsurer, in accordance with the first paragraph of this
            definition,

      will, subject to the other provisions of the Loss Occurrence definition,
      be deemed the Company's Ultimate Net Loss; however, the cost of any
      annuity may be included only if the issuer of the annuity has, at the time
      of the purchase of such annuity, a rating of B+ or better assigned by A.
      M. Best Co. Inc. or has been approved by the Reinsurer herein.

      The terms "annuity" or "structured settlement" will be understood to mean
      any insurance policy, lump sum payment, agreement or device of whatever
      nature resulting in the payment of a lump sum by the Company in settlement
      of all future liabilities which may attach to it as a result of a Loss
      Occurrence.

      In the event the Company purchases an annuity which inures in whole or in
      part to the benefit of the Reinsurer, it is understood that the liability
      of the Reinsurer is not released thereby. In the event the Company is
      required to provide benefits not provided by the annuity, for whatever
      reason, the Reinsurer will pay its proportional share of any loss.

      Errors and Omissions Insurance which may now or in the future be carried
      by the Company will inure to the benefit of this Contract and any
      recoveries therefrom will first be deducted in arriving at the Ultimate
      Net Loss hereunder.

      Nothing in this clause will be construed to mean that losses are not
      recoverable hereunder until the Company's Ultimate Net Loss has been
      ascertained.

B.    The term "Loss Occurrence" as used in this Contract will mean any one
      disaster or casualty or accident or loss or series of disasters or
      casualties or accidents or losses arising out of or caused by one event,
      except that:

      With respect to an occupational disease or other disease or cumulative
      trauma suffered by an employee, and for which an employer is liable, such
      occupational disease or other disease or cumulative trauma will be deemed
      a separate Loss Occurrence. The date of loss will be the date when
      compensable disability begins and at no other date.

      If the Company shall sustain more than one loss arising from an
      occupational or other disease or cumulative trauma from one specific kind
      or class, suffered by more than one employee of the same employer, the
      Company will aggregate into the same Loss Occurrence all of the
      occupational or other disease or cumulative trauma losses on an each
      employer, claims made basis (as respects claims made to the Company within
      this Contract period). The date of loss for each Loss Occurrence will be
      the date the first claim is made to the Company.

      Additional employee claims attributable to the same Loss Occurrence will
      be included only if reported to the Reinsurer on or before 36 months
      following the date of loss. However, in the event a claim is presented in
      accordance with this section, the Reinsurer will not be


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      liable for any additional employee claims in subsequent Contract periods
      for the same disease/employer.

      Occupational or other disease or cumulative trauma coverage is afforded
      hereunder only to claims made under the Company's first Policy written for
      an insured or to Policies written 36 months prior to the inception of this
      Contract, whichever is less.

      The terms "occupational or other disease" and "cumulative trauma" as used
      in this Contract will be as defined by applicable state statutes,
      regulations or Federal Law.

      The term "one specific kind or class" as used in the Contract will be
      defined as each chemical, physical or biological factor or condition
      actively causing a disease or injury.

C.    The term "Gross Net Earned Premium" as used in this Contract will mean the
      Gross Earned Premium of the Company's Policies reinsured hereunder, after
      adjustments for applicable rating bureau experience debits or credits,
      schedule or other underwriting credits or debits, Compensating Balance
      Plan credits, and premium discount; however, prior to dividends,
      deductible credits, self-insured retention credits for excess Policies
      over self-insured retentions, and any premium adjustments for loss
      sensitive Policies, less returned premium for cancellation and reductions,
      and less premium for reinsurance that inures to the benefit of this
      Contract.

D.    The term "Policy" as used in this Contract will mean any binder, policy,
      or contract of insurance or reinsurance issued, accepted or held covered
      provisionally or otherwise, by or on behalf of the Company.

                                   ARTICLE 11

NET RETAINED LINES

This Contract applies only to that portion of any insurances or reinsurances
covered by this Contract which the Company retains net for its own account, and
in calculating the amount of any loss hereunder and also in computing the amount
in excess of which this Contract attaches, only loss or losses in respect of
that portion of any insurances or reinsurances which the Company retains net for
its own account will be included, it being understood and agreed that the amount
of the Reinsurer's liability hereunder in respect of any loss or losses will not
be increased by reason of the inability of the Company to collect from any other
reinsurers, whether specific or general, any amounts which may have become due
from them whether such inability arises from the insolvency of such other
reinsurers or otherwise. It is also understood that the Company may carry Quota
Share reinsurance and underlying Excess of Loss reinsurance on its net retained
liability, recoveries from which will be disregarded for purposes of this
Contract.

The Company is granted permission to purchase facultative reinsurance for an
amount in excess of its net retained liability, recoveries from which will inure
to the benefit of the Reinsurer hereon.


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                                   ARTICLE 12

EXTRA CONTRACTUAL OBLIGATIONS

This Contract will protect the Company, subject to the Reinsurer's limit of
liability appearing in the Retention and Limit Article of this Contract, where
the loss includes any Extra Contractual Obligations as provided for in the
definition of Ultimate Net Loss. "Extra Contractual Obligations" are defined as
those liabilities not covered under any other provision of this Contract and
which arise from handling of any claim on business covered hereunder, such
liabilities arising because of, but not limited to, the following: failure by
the Company to settle within the Policy limit, or by reason of alleged or actual
negligence, fraud or bad faith in rejecting an offer of settlement or in the
preparation of the defense or in the trial of any action against its insured or
in the preparation or prosecution of an appeal consequent upon such action.

The date on which any Extra Contractual Obligation is incurred by the Company
will be deemed, in all circumstances, to be the date of the original Loss
Occurrence.

However, this Article will not apply where the loss has been incurred due to the
fraud of a member of the Board of Directors or a corporate officer of the
Company acting individually or collectively or in collusion with any individual
or corporation or any other organization or party involved in the presentation,
defense or settlement of any claim covered hereunder.

                                   ARTICLE 13

LOSS IN EXCESS OF POLICY LIMITS

In the event the Ultimate Net Loss includes an amount in excess of the Company's
Policy limit, the amount of such loss, as provided for in the definition of
Ultimate Net Loss, in excess of the Company's Policy limit will be added to the
amount of the Company's Policy limit, and the sum thereof will be considered as
one Loss Occurrence, subject to the Reinsurer's limit of liability for one Loss
Occurrence appearing in the Retention and Limit Article of this Contract.
Coverage under this paragraph extends only to loss that would have been covered
had the limit of liability of the insured's Policy been adequate.

"Loss in Excess of Policy Limits" is defined as loss in excess of the Company's
original Policy, such loss in excess of the original Policy having been incurred
because of failure by it to settle within the Policy limit or by reason of
alleged or actual negligence, fraud or bad faith in rejecting an offer of
settlement or in the preparation of the defense or in the trial of any action
against its insured or reinsured or in the preparation or prosecution of an
appeal consequent upon such action.

However, coverage under this Contract for Loss in Excess of Policy Limits will
not apply where such loss in excess of the original Policy limits has been
incurred due to fraud by a member of


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the Board of Directors or of a corporate officer of the Company acting
individually or collectively or in collusion with any other organization or
party involved in the presentation, defense or settlement of any claim covered
under this Contract.

                                   ARTICLE 14

LEGALITY

Should the law of a political entity having jurisdiction over a party to this
Contract be in conflict with a portion or portions of this Contract such portion
or portions will be amended to the extent necessary to conform with the law, and
the balance of this Contract will remain unaltered and binding between the
parties.

                                   ARTICLE 15

LOSS FUNDING

This Article is only applicable to those Reinsurers who cannot qualify for
credit by the State having jurisdiction over the Company's loss reserves.

As regards Policies issued by the Company coming within the scope of this
Contract, the Company agrees that when it shall file with the insurance
department or set up on its books reserves for losses covered hereunder which it
shall be required to set up by law it will forward to the Reinsurer a statement
showing the proportion of such loss reserves which is applicable to them.

The Reinsurer hereby agrees that it will apply for and secure delivery to the
Company a clean irrevocable and unconditional Letter of Credit issued by a bank
chosen by the Reinsurer and acceptable to the appropriate insurance authorities,
in an amount equal to the Reinsurer's proportion of the loss reserves in respect
of known outstanding losses that have been reported to the Reinsurer, allocated
loss expenses relating thereto and Incurred But Not Reported loss and loss
expense as shown in the statement prepared by the Company.

The Letter of Credit shall be "Evergreen" and shall be issued for a period of
not less than one year, and shall be automatically extended for one year from
its date of expiration or any future expiration date unless thirty (30) days
prior to any expiration date, the bank shall notify the Company by certified or
registered mail that it elects not to consider the Letter of Credit extended for
any additional period.

The Company, or its successors in interest, undertakes to use and apply any
amounts which it may draw upon such Credit pursuant to the terms of the Contract
under which the Letter of Credit is held, and for the following purposes only:


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      (a)   To pay the Reinsurer's share or to reimburse the Company for the
            Reinsurer's share of any liability for loss reinsured by this
            Contract, the payment of which has been agreed by the Reinsurer and
            which has not otherwise been paid.

      (b)   To make refund of any sum which is in excess of the actual amount
            required to pay the Reinsurer's share of any liability reinsured by
            this Contract.

      (c)   In the event of expiration of the Letter of Credit as provided for
            above, to establish deposit of the Reinsurer's share of known and
            reported outstanding losses and allocated expenses relating thereto,
            and Incurred But Not Reported loss and loss expense, under this
            Contract. Such cash deposit shall be held in an interest bearing
            account separate from the Company's other assets, and interest
            thereon shall accrue to the benefit of the Reinsurer. It is
            understood and agreed that this procedure will be implemented only
            in exceptional circumstances and that, if it is implemented, the
            Company will ensure that a rate of interest is obtained for the
            Reinsurer on such a deposit account that is at least equal to the
            rate which would be paid by Citibank N.A. in New York, and further
            that the Company will account to the Reinsurer on an annual basis
            for all interest accruing on the cash deposit account for the
            benefit of the Reinsurer.

The bank chosen for the issuance of the Letter of Credit 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.

At annual intervals, or more frequently as agreed but never more frequently than
semiannually, the Company shall prepare a specific statement, for the sole
purpose of amending the Letter of Credit, of the Reinsurer's share of known and
reported outstanding losses and allocated expenses relating thereto. If the
statement shows that the Reinsurer's share of such losses and allocated loss
expenses, and Incurred But Not Reported loss and loss expense, exceeds the
balance of credit as of the statement date, the Reinsurer shall, within thirty
(30) days after receipt of notice of such excess, secure delivery to the Company
of an amendment of the Letter of Credit increasing the amount of credit by the
amount of such difference. If, however, the statement shows that the Reinsurer's
share of known and reported outstanding losses plus allocated loss expenses, and
Incurred But Not Reported loss and loss expense, relating thereto is less than
the balance of credit as of the statement date, the Company shall, within thirty
(30) 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.

NOTE: Wherever used herein the term "State" shall be understood to mean the
state, province or Federal authority having jurisdiction over the Company's loss
reserves.


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                                   ARTICLE 16

CALIFORNIA SB 2093 COMPLIANCE

Those Reinsurers that have gained admission to transact workers compensation
reinsurance business in the state of California, or that are reinsuring the
injury, disablement, or death portions of policies of workers compensation
insurance in the state of California under the class of disability insurance,
warrant that they will comply with all applicable provisions of California SB
2093 (California Insurance Code Sections 11690-11703, revised).

                                   ARTICLE 17

DELAYS, ERRORS OR OMISSIONS

Any inadvertent delay, omission or error will not be held to relieve either
party hereto from any liability which would attach to it hereunder if such
delay, omission or error had not been made, providing such delay, omission or
error is rectified upon discovery. Nevertheless, this Article shall not apply
with respect to loss reports rendered to the Reinsurer beyond the period
required to afford coverage in accordance with the Retention and Limit Article.

                                   ARTICLE 18

ENTIRE CONTRACT/AMENDMENTS

This Contract constitutes the entire agreement between the parties with respect
to the business reinsured hereunder, and there are no understandings between the
parties other than as expressed in this Contract. Any change or modification to
this Contract will be made by written amendment to this Contract and signed by
the parties hereto.

                                   ARTICLE 19

ACCESS TO RECORDS

The Reinsurer or its duly accredited representatives will have access to the
books and records in the possession of the Company on matters reasonably
relating to this Contract at all reasonable times for the purpose of obtaining
information concerning this Contract or the subject matter hereof.


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                                   ARTICLE 20

INSOLVENCY

In the event of the insolvency of the Company, reinsurance under this Contract
shall be payable by the Reinsurer on the basis of the liability of the Company
under Policy or Policies reinsured without diminution because of the insolvency
of the Company, to the Company or to its liquidator, receiver or statutory
successor, except as provided by Section 4118(a) of the New York Insurance Law
or except when the Contract specifically provides another payee of such
reinsurance in the event of the insolvency of the Company or when the Reinsurer
with the consent of the direct insured or insureds has 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
such payees.

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

When two or more reinsurers are involved in the same claim and a majority in
interest elect to interpose defense to such claim, the expense shall be
apportioned in accordance with the terms of this Contract as though such expense
had been incurred by the insolvent Company.

Should the Company go into liquidation or should a receiver be appointed, the
Reinsurer shall be entitled to deduct from any sums which may be due or may
become due to the Company under this reinsurance Contract any sums which are due
to the Reinsurer by the Company under this reinsurance Contract and which are
payable at a fixed or stated date as well as any other sums due the Reinsurer
which are permitted to be offset under applicable law.

                                   ARTICLE 21

ARBITRATION

As a condition precedent to any right of action hereunder, any irreconcilable
dispute between the parties to this Contract will be submitted for decision to a
board of arbitration composed of two arbitrators and an umpire meeting in
Seattle, Washington.


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Arbitration shall be initiated by the delivery of a written notice of demand for
arbitration by one party to the other within a reasonable time after the dispute
has arisen.

The members of the board of arbitration shall be active or retired disinterested
officials of insurance or reinsurance companies, or Underwriters at Lloyd's,
London, not under the control or management of either party to this Contract.
Each party shall appoint its arbitrator, and the two arbitrators shall choose an
umpire before instituting the hearing. If the respondent fails to appoint its
arbitrator within four weeks after being requested to do so by the claimant, the
latter shall also appoint the second arbitrator. If the two arbitrators fail to
agree upon the appointment of an umpire within four weeks after their
nominations, each of them shall name three of whom the other shall decline two,
and the decision shall be made by drawing lots.

The claimant shall submit its initial brief within 45 days from appointment of
the umpire. The respondent shall submit its brief within 45 days thereafter, and
the claimant may submit a reply brief within 30 days after filing of the
respondent's brief.

The board shall make its decision with regard to the custom and usage of the
insurance and reinsurance business. The board shall issue its decision in
writing based upon a hearing in which evidence may be introduced without
following strict rules of evidence but in which cross-examination and rebuttal
shall be allowed. The board shall make its decision within 60 days following the
termination of the hearings unless the parties consent to an extension. The
majority decision of the board shall be final and binding upon all parties to
the proceeding. Judgment may be entered upon the award of the board in any court
having jurisdiction.

Each party shall bear the expense of its own arbitrator and shall jointly and
equally bear with the other party the expense of the umpire. The remaining costs
of the arbitration proceedings shall be allocated by the board.

                                   ARTICLE 22

TAXES

A.    In consideration of the terms under which this Contract is issued, the
      Company undertakes not to claim any deduction of the premium hereon when
      making tax returns, other than Income or Profits Tax returns, to any state
      or territory of the United States of America or to the District of
      Columbia.

B.    1.    Each Subscribing Reinsurer has agreed to allow, for the purpose
            of paying the Federal Excise Tax, 1% of the premium payable hereon
            to the extent such premium is subject to Federal Excise Tax.

      2.    In the event of any return of premium becoming due hereunder, the
            Subscribing Reinsurer shall deduct 1% from the amount of the return,
            and the Company or its agent should take steps to recover the Tax
            from the U.S. Government.


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                                   ARTICLE 23

CURRENCY

The currency to be used for all purposes of this Contract will be United States
of America currency.

                                   ARTICLE 24

SERVICE OF SUIT

This Article applies if the Reinsurer is not domiciled in the United States of
America and/or is not authorized in any State, Territory or District of the
United States where authorization is required by insurance regulatory
authorities.

It is agreed that in the event of the failure of the Reinsurer hereon to pay any
amount claimed to be due hereunder, the Reinsurer hereon, 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.

It is further agreed that service of process in such suit may be made upon
Messrs. Mendes & Mount, 750 Seventh Avenue, New York, New York 10019-6829 and
that in any suit instituted against the Reinsurer upon this Contract, the
Reinsurer will abide by the final decision of such court or of any appellate
court in the event of an appeal.

The above-named are 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 shall be
instituted.

Further, pursuant to any statute of any state, territory or district of the
United States which makes provision therefor, the Reinsurer hereon hereby
designates the superintendent, commissioner or director of insurance or other
officer specified for that purpose in the statute or his 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 Contract, 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.


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                                   ARTICLE 25

OFFSET

The Company or the Reinsurer shall have and may exercise, at any time and from
time to time, the right to offset any balance or balances whether on account of
premiums or on account of losses or otherwise, due from one party to the other
party hereto under the terms of this Contract. The party asserting the right of
offset shall have and may exercise such right whether acting in the capacity of
assuming reinsurer or as ceding insurer.

                                   ARTICLE 26

LOSS NOTICES AND SETTLEMENTS

The Company will advise the Reinsurer promptly of all claims which in the
opinion of the Company may involve the Reinsurer and of all subsequent
developments on these claims which may materially affect the position of the
Reinsurer, such advices to include any claim for which the reserve is 50% or
more of the Company's retention and, irrespective of the reserve or of any
question on liability or coverage, any claim falling within the following
categories:

A.    Fatalities.

B.    Bodily injuries involving:

      1.    brain injuries resulting in impairment of physical functions,

      2.    spinal injuries resulting in partial or total paralysis of upper or
            lower extremities,

      3.    amputations of major limbs or permanent loss of use of upper or
            lower extremities,

      4.    severe burn cases.

C.    The Company will also advise the Reinsurer promptly as respects all other
      injuries which are likely to result in a permanent disability rating of
      50% or more, if in the Company's opinion such injuries will involve the
      Reinsurer.

Inadvertent omission in dispatching the aforementioned notices will in no way
affect the obligation of the Reinsurer under this Contract, provided the Company
informs the Reinsurer of such omission promptly upon discovery.

The Reinsurer agrees to abide by the loss settlements of the Company, it being
understood, however, that when so requested the Company will afford the
Reinsurer an opportunity to be associated with the Company, at the expense of
the Reinsurer, in the defense of any claim or suit or proceeding involving this
reinsurance and the Company will cooperate in every respect in the defense of
such claim, suit or proceeding.


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The Reinsurer will pay its share of loss settlements immediately upon receipt of
proof of loss from the Company.

The Company may give the Reinsurer written notice of its intentions to pay a
loss on a certain date, and may demand payment of the Reinsurer's share of same
concurrently with payment by the Company to its insured(s), provided however,
the Company gives at least 15 days advance written notice of the date on which
the Company intends to pay the loss to its insured(s), demanding receipt of the
Reinsurer's share of such loss by such day.

The Reinsurer will pay its share of such loss notwithstanding any question or
objection it might have as to whether it is liable for its respective share of
such loss under the terms and conditions of this Contract, provided that the
Company has provided such information as is required to complete the loss
memorandum form with respect to such loss. Notwithstanding the foregoing,
payment of such an amount claimed due by the Company will not constitute a
waiver of a Reinsurer's right to request any amount so paid be returned to the
Reinsurer if it is later found that under the terms and conditions of this
Contract the Reinsurer was not liable for such amount claimed to be due by the
Company. The Company immediately will return to any such Reinsurer any such
amount paid by the Reinsurer that the Reinsurer was not liable to pay under
terms and conditions of this Contract.

                                   ARTICLE 27

FEDERAL TERRORISM EXCESS RECOVERY

A.    A pro rata share of the amount, if any, by which financial assistance paid
      to the Company under the Terrorism Risk Insurance Act of 2002 ("TRIA") for
      Acts of Terrorism occurring during any one Program Year, combined with the
      Company's total private-sector reinsurance recoveries for such Acts of
      Terrorism, exceeds the amount of Insured Losses paid by the Company for
      such Acts of Terrorism, shall be reimbursed by the Company to the
      Reinsurer. Such pro rata share shall be calculated by dividing:

      1.    the Reinsurer's payment under this Contract of Insured Losses for
            the Program Year; by

      2.    the Company's total private-sector reinsurance recoveries arising
            from all Act(s) of Terrorism covered under TRIA during the Program
            Year.

B.    Payment shall be made as promptly as possible after the Company's receipt
      of any recovery in excess of its Insured Losses. The Company shall provide
      the Reinsurer with all necessary data respecting the transactions covered
      under this Article.

C.    Such payment to the Reinsurer shall apply unless disallowed by the U.S.
      Department of the Treasury.


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D.    "Act of Terrorism", "Insured Losses" and "Program Year" shall follow the
      definitions provided in TRIA.

                                   ARTICLE 28

COMMUTATION

This Article will only take effect should the parties hereto mutually agree to
commute losses under this Contract. There will be no obligation on the part of
either party to so commute.

In respect of all losses known to the Company which may have not been finally
settled and which have exceeded the Company's retention under this Contract, at
any time after seven years following the expiration of this Contract and upon
mutual agreement of the Company and the Reinsurer, said loss (including loss
expenses) may be commuted. The amount so commuted will be based on the amount of
loss which exceeds the Company's retention, and will be determined by employing
one of the following alternatives:

A.    A present value calculation based on the following:

      1.    Indemnity benefits discounted for mortality and the time value of
            money. Medical benefits based upon the Company's evaluation of
            long-term medical care and rehabilitation requirements valued at
            current cost levels, escalated at the average Medical Care Consumer
            Price Index for the applicable region (CPIMC) and discounted for
            mortality and the time value of money. The average CPIMC will be
            taken over the five most recent (as of the time of commutation)
            September 30th values of the CPIMC.

      2.    The time value of money will be taken as the average five-year U.S.
            Treasury Note yield. The average will be taken over the five most
            recent (as of the time of commutation) September 30th values of the
            yield.

      3.    Mortality will be based on the most recent U.S. Life Table (at the
            time of commutation) unless medical evidence specific to an
            individual case indicates that a reduced life expectancy would be
            appropriate.

B.    The Company may purchase (or obtain a quotation for) an annuity from any
      carrier who is "A" Class VIII or better rated by A. M. Best Company.

The Reinsurer's proportion of the amount determined will be considered their
total liability for such loss and the lump sum payment thereof will constitute a
complete release of the Reinsurer from their liability for such loss.

The Company and the Reinsurer agree that, should a loss not in excess of the
Company's retention at the time of commutation subsequently exceed the Company's
retention at some future date, such loss may be subject to commutation on the
basis outlined above.


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This Commutation Article will survive the expiration of this Contract.

                                   ARTICLE 29

MODE OF EXECUTION

1.    This Contract may be executed by:

      a.    An original written ink signature of paper documents.

      b.    An exchange of facsimile copies showing the original written ink
            signature of paper documents.

      c.    Electronic signature technology employing computer software and a
            digital signature or digitizer pen pad to capture a person's
            handwritten signature in such a manner that the signature is unique
            to the person signing, is under the sole control of the person
            signing, is capable of verification to authenticate the signature
            and is linked to the document signed in such a manner that if the
            data is changed, such signature is invalidated.

2.    The use of any one or a combination of these methods of execution will
      constitute a legally binding and valid signing of this Contract. This
      Contract may be executed in one or more counterparts, each of which, when
      duly executed, will be deemed an original.

                                   ARTICLE 30

INTERMEDIARY

Guy Carpenter & Company, Inc. is hereby recognized as the Intermediary
negotiating this Contract for all business hereunder. All communications,
including notices, premiums, return premiums, commissions, taxes, losses, loss
adjustment expenses, salvages and loss settlements relating thereto will be
transmitted to the Reinsurer or the Company through Guy Carpenter & Company,
Inc., One Convention Place, 701 Pike Street, Suite 2000, Seattle, Washington
98101. Payments by the Company to the Intermediary will be deemed to constitute
payment to the Reinsurer. Payments by the Reinsurer to the Intermediary will be
deemed only to constitute payment to the Company to the extent that such
payments are actually received by the Company.


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IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS CONTRACT TO BE EXECUTED BY ITS
DULY AUTHORIZED REPRESENTATIVE(S) THIS 2ND DAY OF DECEMBER, IN THE YEAR OF 2004.

                           SEABRIGHT INSURANCE COMPANY

                            /s/ Richard J. Gergasko
--------------------------------------------------------------------------------

WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY $5,000,000 EXCESS OF $5,000,000
PER OCCURRENCE EXCESS OF LOSS REINSURANCE CONTRACT


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NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - U.S.A.

(Wherever the word "Reassured" appears in this clause, it shall be deemed to
read "Reassured," "Reinsured," "Company," or whatever other word is employed
throughout the text of the reinsurance agreement to which this clause is
attached to designate the company or companies reinsured.)

      (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,     with respect to which an
                      death or destruction           insured under the policy is
                      bodily injury or property      also an insured under a
                      damage                         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.

      (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


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            (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           to expenses
                      surgical relief                incurred with respect
                      first aid,

            to   {    Bodily injury, sickness,       resulting from the
                      disease or death bodily        hazardous properties of
                      injury                         nuclear material and

            arising out of the operation of a nuclear facility by any person or
            organization.

      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,      arises out of the furnishing by
                         disease, death or      an insured of services,
                         destruction bodily
                         injury or property
                         damage

                  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 MATERIAL" means source material, 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 other than tailings or wastes produced by
      the extraction or concentration of uranium or thorium from any ore
      processed primarily for its source material content, and (2) 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; "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,

      (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;


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            With respect to injury to or destruction of property, the word
            "injury" or destruction "property damage" includes all forms of
            radioactive contamination of property. 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.


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