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                                                                  EXHIBIT  10.21

                    CLAIMS SERVICE AND MANAGEMENT AGREEMENT

     This Claims Service and Management Agreement ("Agreement") is made and
entered into as of July 1, 2000 by and between United States Fire Insurance
Company, ("Company") and RiverStone Claims Management LLC, a Delaware limited
liability company ("Manager").

     WHEREAS, the Company and the Manager are each indirect subsidiaries of
Fairfax Financial Holdings Limited ("Fairfax"); and

     WHEREAS, the Company is engaged in the business of insurance and has
underwritten or assumed certain policies of insurance; and

     WHEREAS, the Manager is engaged in the business of providing claims
management and related administrative services to and on behalf of insurance
companies affiliated with Fairfax; and,

     WHEREAS, the Company wishes to retain Manager to provide claims services
for certain identified types of claims, and Manager is willing to provide such
services on the terms and conditions set forth below; and,

     WHEREAS, Manager possesses the personnel and facilities for the processing,
adjustment and settlement of claims;

     NOW THEREFORE, in consideration of the mutual covenants contained herein
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

1.   Definitions: As used herein, the following terms shall have the meaning set
     forth below:

     1.1    "Claims Handling Services" shall mean all claims and administrative
            services provided by Manager under this Agreement.

     1.2    "Claims" shall mean any demand by any Person against the Company for
            coverage under policies underwritten or assumed by the Company that
            are referred by the Company in its sole discretion to Manager for
            servicing, including, but not necessarily limited to, latent claims
            and construction defect claims.

     1.3    "Operating Account" means the account designated by Manager for the
            payment by Company of Service Fees.

     1.4    "Records" means any and all documents, correspondence, and other
            information including electronic data related to Claims, or
            information of any kind, without limitation, relating to Claims
            Handling Services.

     1.5    "Transition Plan" means an orderly comprehensive plan to transfer
            Company's pending latent and construction defect Claims to Manager.

     1.6    "Service Fees" means the amount payable by Company to Manager for
            Claims Handling Services.

     1.7    "Account/Claim Type" means all demands for coverage by any Person
            claiming status as an insured or additional insured under a policy
            or group of policies issued to a policyholder, or its predecessor,
            involving a designated type of claim, including, but not limited to,
            one of the following types of claims:

         Hazardous Waste

         Asbestos

         Chemical

         Dust

         Gas & Vapors
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         Herbicide

         Latex

         Lead

         Metals

         Hearing Loss

         Paint

         Pharmaceuticals

         Radiation

         Repetitive Stress

         Silica

         Sick Building

         Implants

         Tobacco

         Welding Fumes

         Firearms

         Construction Defect

     1.8    "Person" means an individual, corporation, partnership, association,
            proprietorship, trust or any other entity or organization, any
            federal, state or local government or quasi-governmental body or
            political subdivision or any agency or instrumentality thereof.

     1.9    "Delegated Authority" means full policy limits gross settlement and
            reserve authority, without consideration of any reinsurance, and
            separately full authority for related expenses.

     1.10   "Expenses" means all necessary amounts incurred in the handling of
            the Claims including legal fees and declaratory judgment fees, court
            costs, claim related travel expenses, expert fees, court reporter
            and transcript fees, witness fees and witness travel expense, and
            such other reasonable fees and expenses necessary to properly handle
            the Claims.

     1.11   "Loss" means amounts reserved or paid for satisfaction of judgments,
            or settlement of Claims under the Company's policies, and may
            include expense in those instances where the policy provides that
            expense is within limits.

2.   AUTHORITY AND SERVICES

     2.1    The Company hereby appoints Manager as a claims manager and grants
            Manager authority to manage and service those Claims referred by
            Company to Manager. It is understood and agreed Manager shall have
            authority to investigate, compromise, manage and supervise the
            denial of Claims, as well as the settlement and payment of Claims
            within Manager's Delegated Authority. Manager shall have the
            authority to retain counsel, experts, and other third party
            providers on behalf of Company reasonably necessary for the handling
            of Claims, and is further authorized to manage said providers on
            behalf of Company.

     2.2    Manager shall be responsible to:

         2.2.1  Accept and review all Claim reports submitted by the Company;

         2.2.2  Investigate all Claims, secure all necessary Claims-related
                services, and adjust, settle, resist or otherwise handle all
                such Claims within the Delegated Authority granted by the
                Company, in
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                accordance with sound case management practices and industry
                standards and in compliance with applicable regulatory
                requirements;

         2.2.3  Investigate all Claims, secure all necessary Claims-related
                services, and adjust, settle, resist or otherwise handle all
                such Claims in excess of the Delegated Authority with the prior
                written approval of the Company, in accordance with sound case
                management practices and industry standards and in compliance
                with applicable regulatory requirements;

         2.2.4  Establish files for all Claims, organized by Account/Claim Type,
                which files shall contain all documentation received by Manager
                relevant and material to the Claim, relating to the
                investigation, evaluation, negotiation, settlement and
                litigation of such Claims. The files shall be available for
                review and copying at all reasonable times by Company or its
                designated agent or any regulatory or taxing authority.

         2.2.5  Recommend the amount of Loss reserves to be established for each
                Claim. Manager shall maintain reserve analysis information for
                all Claims, and shall promptly complete and forward to Company a
                Large Claim Report in a manner that is consistent with the
                approach that is mutually agreed by Company and Manager. Company
                retains the right to make the final determination regarding
                reserve amounts to be established for any and all Claims.

         2.2.6  Provide staff and materials to handle all Claims in a
                professional and orderly manner in accordance with sound case
                management practices and industry standards, and in compliance
                with applicable regulatory requirements. Manager shall have the
                sole discretion, subject only to the requirements of this
                paragraph 2.2.6, in its selection and utilization of staff,
                facilities and materials in connection with the handling of
                Claims by Manager.

         2.2.7  Retain stored files following closure in compliance with
                Company's record retention policy and at Company's expense

         2.2.8  Exercise control of litigated cases including requiring detailed
                legal bills, and in accordance with Manager's litigation
                management guidelines, industry standards and in compliance with
                regulatory requirements.

         2.2.9  Promptly notify Company of all extra-contractual matters.

         2.2.10 Document the file with, where appropriate, releases on Claims
                settled or disposed of by Manager.

         2.2.11 Process checks on behalf of Company in payment of Loss and
                Expense within Manager's Delegated Authority, and in excess of
                the Delegated Authority with the prior written approval of the
                Company all in accordance with the payment code conventions
                provided by the Company.

         2.2.12 Notify the Company as soon as practical, but not later than the
                issuance of the monthly Fairfax report which Manager will
                prepare as a matter of course, of any individual Claims Loss or
                Expense payment in excess of $500,000.

         2.2.13 Assume full and complete responsibility for preparing
                reinsurance billings and reports associated with all Claims, and
                provide said billings and reports to Company for distribution as
                required.

         2.2.14 Assume full and complete responsibility for the recovery of
                deductibles in the context of settlements and provide for
                payment to the Company or any sums collected. Manager will
                advise Company of deductibles not resolved in the settlement
                process.

         2.2.15 Provide reasonable access to Manager's Claim Management System
                ("CMS") to view Company's Claims and relevant data tables for
                Claims to Company's actuarial, financial and claims designees,
                its agents and regulatory authorities to the extent necessary
                for Company
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                reserving, reporting and planning purposes, regulatory
                compliance, claims monitoring and other business purposes.

         2.2.16 Collect financial data items and transmit same to Company's
                designated TPA Interface on a monthly basis, and to verify the
                accuracy of the data transmitted.

         2.2.17 Collect and provide on a quarterly basis, actuarial data items
                including, but not limited to, claims trends data, policy data,
                site information, in SQL table format, an example of which shall
                be furnished by Company to Manager. Company may request
                additional data items on thirty (30) days notice. Any such
                additional data items shall be furnished to Company with the
                following quarter's data.

         2.2.18 Provide monthly and quarterly reports to Company, detailing
                number of new Claims received, closed Claims, and pending
                Claims, and monthly and quarterly data for paid loss, expense,
                reserve changes and current reserves.

         2.2.19 At Company's sole discretion, allow Company to conduct Claims
                Audits, provided Company gives Manager at least fifteen (15)
                days prior notice.

     2.3    The appointment of the Manager by the Company to this Agreement is
            not exclusive.

     2.4    Manager is designated the "Authorized Representative" for Company
            for all Claims.

     2.5    The services provided by Manager hereunder are not of a legal
            nature, and the Manager shall in no event give, or be required to
            give, any legal opinion or provide any legal representation to the
            Company nor may any communication prepared by the Manager be relied
            upon by the Company as a legal opinion or interpretation. The
            Manager is not and shall not be considered as engaged in the
            practice of law.

     2.6    Notwithstanding the authority delegated to Manager under this
            section, the Company has the right to take over the handling and
            control of any specific Claim at any time for any reason or no
            reason. In the event Company elects to take over the handling of any
            specific Claim, Company shall bear the costs associated with
            transferring the administration of the Claim, unless the transfer
            was occasioned by deficient Claims handling, under which
            circumstances Manager shall bear said costs.

3.   COMPANY'S OBLIGATIONS

     3.1    To remit service fees in accordance with Section 5 of this
            Agreement.

     3.2    To fund all Loss and Expense payments that are the responsibility of
            Company under this Agreement.

     3.3    Company retains full responsibility for filing and/or completing any
            reports for any insurance rating bureaus, and required statutory
            financial reports, or any other similar reports or statistics
            required of Company. Manager shall supply Company with the necessary
            information and in the appropriate medium and format as reasonably
            determined by the Company.

     3.4    Company shall designate one or more Company employees to provide
            Manager with information concerning the Company necessary to service
            the Claims, and provide to Manager Loss or Expense authority in
            excess of the Delegated Authority.

     3.5    Company shall respond promptly to Manager for requests for authority
            in excess of Manager's Delegated Authority. All authority granted in
            excess of Manager's Delegated Authority shall be confirmed in
            writing, which writing may include facsimile transmission and/or
            electronic mail.

     3.6    Company shall forward to Manager notices of new Claims.

     3.7    Company shall cooperate with Manager to develop an orderly plan of
            transition for existing Claims.

     3.8    Company agrees to provide Manager with any and all documentation
            necessary to evidence Manager's authority pursuant to this
            Agreement.
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4.   CLAIMS FUNDING ARRANGEMENT

     4.1    Manager shall establish an interest-bearing fiduciary account
            designated as the Company's individual Claims Funding Account. The
            account shall be established in the name of United States Fire
            Insurance Company.

     4.2    The Claims Funding Account shall be used for the sole purpose of
            funding Claims Loss and Expense payments for Claims serviced by
            Manager under the terms of this Agreement.

     4.3    No other funds shall be commingled with Company's funds in the
            Claims Funding Account.

     4.4    Interest earned on the Claims Funding Account shall be separately
            reported and separately distributed net of bank fees to Company
            quarterly.

     4.5    Company agrees to fund all Loss and expense payments through the
            Claims Funding Account.

     4.6    Manager will notify Company as necessary of the appropriate funding
            amounts due for Claims Loss and Expense payments at least one
            business day prior to the day said payments must be funded.

     4.7    Company will wire transfer said funds to the Company's Claims
            Funding Account no later than one (1) business day following receipt
            of the funding notification.

     4.8    In the event circumstances arise which necessitate an acceleration
            of the funding arrangements set forth in this Section, Manager and
            Company agree to use best efforts to make a funding arrangement
            which achieves the optimal result for the Claim.

5.   SERVICE FEES

     5.1    Company shall pay the Manager fees for the Claims Handling Services.
            Service fees shall be in the amount of two million one hundred
            thousand dollars ($2,100,000) per annum and shall be payable monthly
            in arrears into the Manager's Operating Account on the last day of
            each calendar month. Each such monthly payment shall be in an amount
            equal to one-twelfth of the annual fee.

     5.2    Service fees shall be reviewed and, as mutually agreed, adjusted
            beginning January 1, 2002 during the term of this Agreement.
            Commencing January 1, 2002, consideration of the need for an
            adjustment, if any, shall be based on the number of Claims pending
            and other cost considerations, but in no event shall such fees ever
            exceed the Manager's actual annual cost of providing the Claims
            Handling Services.

     5.3    Expenses incurred by Manager and payable under this Agreement shall
            be allocated in accordance with the provisions of New York Insurance
            Department Regulation 30.

6.   AUDIT RIGHTS

     6.1    Company shall have the right, upon reasonable notice to Manager, to
            conduct audits of all Records other than Claims files. The time of
            the audits of Claim files shall be subject to mutual agreement of
            Manager and Company..

     6.2    Company shall have the right, upon reasonable notice to Manager, to
            audit Manager's draft and check security procedures.

     6.3    Company shall have the right, upon reasonable notice to Manager, to
            inspect and audit the statements it receives from Manager.

     6.4    Manager shall make its books and records relating to the services
            provided hereunder available to Company for reasonable inspection
            and to cooperate with Company in audits conducted under this
            section.

     6.5    Company shall have the right, upon reasonable notice, to audit
            actuarial data items. Manager shall maintain current actuarial data
            items
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7.   TERMINATION

     7.1    Either party may terminate this Agreement, with or without cause, by
            providing not less than sixty (60) days written notice to the other
            party.

     7.2    This agreement may be terminated by either party by written notice
            served on the other party, which notice when served shall take
            effect immediately if:

         7.2.1  The other party shall at any time be in material breach of any
                of its obligations hereunder and, in the case of a material
                breach capable of remedy, fails to remedy the same within 30
                days after receiving written notice from the aggrieved party
                requiring it do so: or

         7.2.2  The other party shall at any time become insolvent, suspend
                payment of its debts, enter into any arrangement with its
                creditors, convene a meeting of its creditors or cease or
                threaten to cease to carry on its business or enter into
                liquidation (voluntary or involuntary) or have a receiver
                appointed over any of its assets.

     7.3    Upon termination of this Agreement for any reason, each party will
            deliver or cause to be delivered to the other party, or such other
            person as the other party may direct, Records associated with the
            business of the other party.

     7.4    Company acknowledges that in the event it elects to terminate this
            Agreement, Manager will not recapture or otherwise utilize the
            resources and expenses allocated to Claims Handling Services
            pursuant to this Agreement. Except in the case of termination by
            Company due to a finally determined material breach by Manager,
            Company agrees to pay or otherwise reimburse Manager for all
            reasonable termination and severance expenses for Manager's
            personnel and related overhead expenses associated with such
            termination of this Agreement on an actual cost basis.

8.   INDEMNIFICATION

     8.1    Manager shall defend, indemnify and hold Company and its directors,
            officers, employees or agents harmless from and against all extra
            contractual liability and related expense, including attorney's
            fees, arising out of any real or alleged acts or omissions which
            constitute gross negligence or willful misconduct of Manager or its
            agents which occur following the receipt by Manager of a Claim.

     8.2    Company shall defend, indemnify and hold Manager and its directors,
            officers, employees or agents harmless from and against all
            liability and related expense, including attorney's fees, arising
            out of the instructions or acts of Company or its employees or
            agents, or where Manager has given Company prior written notice of
            its intended course of action and Company has approved said course
            of action or has not otherwise disapproved it within five (5)
            business days of receipt of said written notice from Manager. If
            Manager materially deviates from an approved course of action,
            Company shall have no liability under this paragraph. Without
            limiting the generality of the foregoing, Manager will not be liable
            to Company for any action taken or omitted by Manager in good faith
            and believed by Manager to be authorized or within the rights or
            powers conferred upon it by this Agreement.

     8.3    Paragraphs 8.1 and 8.2 shall survive termination of this Agreement.

9.   ARBITRATION

     9.1    Any dispute or difference arising with reference to this Agreement,
            and the rights and obligations of Manager and Company hereunder
            shall be referred to a Board of Arbitration ("Board") of two (2)
            arbitrators and an umpire.

     9.2    The members of said Board shall be United States citizens and shall
            be active or retired disinterested officers of insurance or
            reinsurance companies.

     9.3    One arbitrator shall be chosen by the party initiating the
            arbitration within 30 days of initiating the arbitration. The other
            party shall respond within 30 days of receipt of the identity of the
            initiating party's designation, and shall designate its arbitrator.
            The umpire shall thereafter be chosen by the
<PAGE>

            two arbitrators within 30 days. If the arbitrators are unable to
            agree on an umpire, an umpire meeting the qualifications set forth
            above shall be chosen by the American Arbitration Association.

     9.4    Each party shall submit its position to the Board within 30 days
            from the date of appointment of the umpire, which time period may be
            extended by agreement of the parties, or in the absence of such
            agreement, the unanimous written consent of the Board.

     9.5    The arbitration shall take place in New York, New York, unless
            otherwise agreed in writing by the parties. The Board shall make its
            decision considering the custom and usage of the insurance and
            reinsurance business and any other relevant considerations including
            regulations and legal precedents. The Board is released from all
            judicial formalities and may abstain from the strict rules of law.
            The written decision of the majority of the Board shall be rendered
            within 60 days following the termination of the Board's hearings,
            unless the parties consent to an extension. Such majority decision
            of the Board shall be final and binding upon the parties both as to
            law and fact, and may not be appealed to any court of any
            jurisdiction. Judgment may be entered upon the final decision of the
            Board in any court of proper jurisdiction.

     9.6    Each party shall bear the fees and expenses of the arbitrator
            selected by or on its behalf, and the parties shall bear the fees
            and expenses of the umpire as determined by the Board.

10. CONFLICTS OF INTEREST

     10.1   If Manager reasonably considers that the interests of Company in
            relation to a particular transaction are materially different from
            the interests of other Fairfax subsidiaries serviced by Manager and
            involved in the same transaction, Manager shall notify Company of
            the perceived conflict and Company shall be entitled to withdraw the
            authority to act on its behalf in relation to that transaction
            whereupon Manager shall have no further obligation to consider
            Company's interest in relation to that transaction.

     10.2   To the extent that, in respect of services provided pursuant to the
            Agreement, any potential or perceived conflicts of interest arise by
            virtue of the retention by either party of legal or other counsel or
            representation which are also retained either at the date of this
            Agreement or subsequently by the other party and/or Fairfax, each
            party hereby waives such potential or perceived conflict and
            acknowledges the common interest of Manager, the Company and
            Fairfax.

11. MISCELLANEOUS

     11.1   The opening statements to this Agreement are not mere recitals and
            are incorporated by reference as material terms to this Agreement.

     11.2   Manager and Company agree that the Claims files are the property of
            Company.

     11.3   No assignment of this Agreement, or any rights or interest arising
            hereunder shall be valid unless in writing and mutually agreed upon
            by the parties.

     11.4   Company recognizes that a Claim may involve other indirect
            subsidiaries of Fairfax. Company further recognizes that some Claims
            may involve policies which are lost. Allocation of Loss and expense
            incurred with respect to such claims shall be in compliance with the
            applicable policy provisions, sound claims practices, and in
            accordance with the provisions of with the provisions of New York
            Insurance Department Regulation 30.

     11.5   Company shall have the right to designate additional Account/Claim
            Types to be referred to Manager for Claims Handling Services.
            Manager is under no obligation to accept such additional Account/
            Claim types.

     11.6   Manager at all times hereunder, is acting as an independent
            contractor. Personnel supplied by Manager shall be employees of
            Manager and will not be for any purpose be employees of Company.

     11.7   Manager shall hold in confidence any confidential information
            obtained by it relating to the business of Company or its affiliated
            corporations or the policyholders of Company and to the same degree
            as
<PAGE>

            it protects its own confidential information. Disclosures made by a
            party in the course of performing its obligations under this
            Agreement are not intended, and should not be construed, as a waiver
            of any privilege or confidentiality over such information and any
            such privileges and confidentialities are expressly reserved.

     11.8   This Agreement shall constitute the final, complete and entire
            agreement between the parties as respects Claims Handling Services.
            This Agreement may not be modified or amended except by written
            instrument executed by each party.

     11.9   This Agreement shall be governed and construed in accordance with
            the laws of the State of New York without giving effect to the
            principles of conflicts of laws.

     11.10 Whenever possible, each provision of this Agreement shall be
           interpreted in such manner as to be effective and valid under
           applicable law. If any provision of this Agreement or any portion of
           any provision of this Agreement is declared null and void, invalid,
           prohibited by or unenforceable under applicable law by any Court or
           tribunal having jurisdiction, then such provision or such portion of
           a provision shall be fully severable and ineffective only to the
           minimum extent of such prohibition or invalidity, without
           invalidating the remainder of the Agreement or provision of this
           Agreement, shall be considered separate and apart from the remainder
           of this Agreement which shall remain in full force and effect, and
           said provision which was found to be prohibited or invalid shall
           remain in full force and effect in all other jurisdictions.

     11.11 This Agreement is subject to the non-disapproval or approval of the
           New York Insurance Department, and such terms and conditions hereof
           as may be required by such Insurance Department to be altered or
           amended shall be deemed acceptable to the parties hereto, to the
           extent same shall not change the substance and intent of this
           Agreement.

     11.12 The Commissioner of Insurance of the state of domicile of the Company
           or that of its affiliated companies, or his representatives shall, at
           all reasonable times, be permitted access to all relevant books and
           records of the Company.

     11.13 This Agreement may be executed in multiple counterparts, each of
           which shall be deemed an original, and all of which shall constitute
           one and the same instrument. The Section headings are for convenience
           and of reference only and shall not be construed as part of this
           Agreement.

12. REPRESENTATIONS AND NOTICES

     12.1   The signatories to this Agreement represent and warrant that they
            are authorized to execute this Agreement on behalf of their
            respective companies, that they have legal authority to bind their
            respective companies, and all corporate formalities necessary to
            said authorization have been completed.

     12.2   Any written notices or communications to be given under or pursuant
            to this Agreement may be given either by personal service, first
            class post, or facsimile to the address of the other party set out
            below or such other address as such party may have notified as being
            its address for service for purpose of this Agreement.

            Manager:  RiverStone Claims Management LLC
                  250 S. Commercial St. Suite 5000
                  Manchester, NH 03101
                  Attention: President
                  Fax: 603-656-2408
<PAGE>

            Company:  Crum & Forster
                      305 Madison Avenue
                   Morristown, New Jersey 07960
                   Attention: President
                   Fax: TBD

     The parties have executed this Agreement as of the effective date set forth
above.

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<S>                                                <C>

RIVERSTONE CLAIMS MANAGEMENT LLC                   UNITED STATES FIRE INSURANCE COMPANY
By:    /s/                                         By:    /s/ MARY JANE ROBERTSON
    ----------------------------------------       ----------------------------------------
Its;   Senior Vice President and General           Its;   Executive Vice President and CFO
Counsel                                            -----------------------------------------
-----------------------------------------
                                                   By:    /s/ VALERIE J. GASPARIK
                                                   ----------------------------------------
                                                   Its;   Vice President and Secretary
                                                   -----------------------------------------
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