<PAGE>



                                                                   EXHIBIT 10.20

                               SERVICES AGREEMENT

     This Services Agreement (this "Agreement") is made by and between TIG
Insurance Company (hereinafter referred to as "Hawaii") and Crum & Forster
Indemnity Company (hereinafter referred to as "C&F"), and is effective as of the
1st day of January, 2000 (the "Effective Date").

     In consideration of the mutual promises set forth herein, the parties
hereto agree as follows:

                                   ARTICLE I
                                    SERVICES

1.01 Hawaii agrees to provide certain services relating to the underwriting,
     issuance, and delivery of C&F Policies, and handling of Claims as
     hereinafter defined (the "Services"). As used in this Agreement, "C&F
     Policies" shall include all C&F policies of insurance produced by C&F
     agents or agencies domiciled in the State of Hawaii through the Hawaii
     Division of TIG Insurance Company. The Services shall be performed in
     accordance with the written underwriting guidelines, letters of
     underwriting and claims authority, manuals, procedures, instructions, and
     authority limits established by C&F and provided to Hawaii from time to
     time, which are incorporated herein by reference.

1.02 Subject to the limitations contained in this Agreement, Hawaii shall
     perform all acts necessary for the proper underwriting, placement,
     acceptance, and other servicing of C&F Policies including, but not limited
     to, the following:

     A.   underwriting, loss control, quoting, rating, premium audit, and coding
          C&F Policies; and

     B.   issuing, having properly countersigned (where appropriate), and
          delivering C&F Policies (executed by authorized officers of C&F, where
          appropriate); and

     C.   effecting endorsements, changes, and modifications to C&F Policies as
          authorized by C&F; and

     D.   administering cancellation and non-renewal of C&F Policies; and

     E.    promptly and adequately responding to any correspondence relating to
           the C&F Policies; and

     F.    such other clerical, administrative, and services as necessary for
           C&F to properly write and manage the C&F Policies.

1.03 Hawaii shall have authority to adjust or settle Claims arising out of or in
     connection with the C&F Policies pursuant to the authority, limitations,
     and requirements set out in Exhibit A, which Exhibit is attached hereto and
     incorporated herein by reference, and the written claims authorities
     established by C&F from time to time, and which Exhibit and authorities may
     be modified from time to time by C&F without the need for amendment of this
     Agreement.

1.04 Hawaii shall work together with C&F to respond to any correspondence from
     any governmental body relating to the C&F Policies. Hawaii shall maintain a
     complaint log which complies with all applicable law. Any written response
     to a complaint shall be forwarded to C&F by copy.

1.05 During the Term of this Agreement, and thereafter while Hawaii is providing
     Services to C&F, on a monthly basis, Hawaii shall provide written or
     electronic reports to C&F relating to the Services provided pursuant to
     this Agreement in such form as C&F may approve or require from time to
     time.

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                                   ARTICLE II
                                DUTIES OF HAWAII

2.01 Hawaii shall comply with all applicable local, state, and federal laws,
     regulations, rules, and requirements regarding Hawaii's duties under this
     Agreement. Hawaii shall immediately give notice to C&F if Hawaii becomes
     aware of any laws, rules, or regulations, whether proposed or in-force,
     that would prohibit the conduct of any Services contemplated herein.

2.02 Hawaii represents and warrants that it has obtained all licenses or other
     authorizations necessary to provide the Services in all jurisdictions where
     such licenses or authorizations may be required and any such licenses and
     authorizations are in full force and effect. Hawaii shall notify C&F
     immediately if the status of any such license is altered in any way.
     Further, Hawaii shall have a continuing obligation to obtain and maintain
     any such licenses or authorizations as may be necessary to provide the
     Services.

2.03 Hawaii shall maintain a listing and current copies of the insurance
     licenses of any sub-agent, general agent, producer, or broker from which
     Hawaii accepts a submission. Hawaii shall supervise all agents, general
     agents, sub-agents, and producers who place business through Hawaii.

2.04 Hawaii shall maintain true and correct records relating to the C&F Policies
     written and the Services provided herein including, but not limited to, all
     transactions and correspondence with policyholders, producers,
     sub-producers, brokers, state insurance departments, reinsurers, and C&F.
     All records and documents required to be maintained by Hawaii referred to
     herein including, but not limited to, insurance policy, policyholder
     information, underwriting files, and financial documents, shall be
     maintained during the Term and thereafter in a manner and form as mutually
     agreed upon or as required by C&F to be compatible with C&F's internal
     systems and in accordance with generally accepted accounting principles and
     insurance regulatory practices. Such records shall be maintained for a
     period of no less than five (5) years after termination of this Agreement,
     and in such manner and form as may be required by C&F's record retention
     guidelines. At the end of such five (5) year period, Hawaii shall provide
     C&F with the originals of such records.

     This Section 2.04 shall survive termination of this Agreement.

2.05 On request, Hawaii will forward to C&F exact copies of all C&F Policies or
     other appropriate evidences of insurance written, modified, or cancelled
     pursuant to this Agreement; underwriting and financial documents or other
     reports written, produced, or received hereunder; policyholder data; or any
     other information in Hawaii's possession requested by C&F relating to the
     C&F Policies.

     This Section 2.05 shall survive termination of this Agreement.

2.06 Hawaii shall advise C&F within five (5) days of its knowledge of any
     inquiry, investigation, cease and desist order, audit, complaint, or other
     similar item received from any state or federal regulatory or law
     enforcement body relating to C&F Policies whether or not related to the
     Services.

2.07 At any time upon reasonable notice to Hawaii, Hawaii shall make its books
     and records relating in any way to C&F Policies written hereunder available
     for inspection (including on-site inspection, audit, and copying) by C&F or
     its representatives, reinsurers, any state insurance department or
     regulatory body, or any governmental authority.

     This Section 2.07 shall survive termination of this Agreement.

2.08 With regard to the C&F Policies written, Hawaii shall provide, at its
     expense and within a reasonable time, sufficient information to satisfy
     reasonable reporting requirements imposed on C&F by boards, bureaus, and
     associations, and to enable C&F and reinsurers to file required financial
     statements and reports with state insurance departments and regulatory
     bodies. C&F shall provide Hawaii with such written reporting requirements.

     This Section 2.08 shall survive termination of this Agreement.

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<PAGE>

2.09 Hawaii may use the name, logo, or service mark of C&F or any of its
     affiliates in any advertising, promotional material, or in any material
     disseminated by Hawaii with the prior written consent of C&F. Hawaii shall
     maintain copies and provide an original to C&F of any advertisement or
     other materials approved by C&F along with full details concerning where,
     when, and how it was used. Hawaii shall be liable for any liability of or
     cost incurred by C&F as a result of any such materials.

2.10 All supplies provided to, or authorized to be used by, Hawaii by C&F shall
     remain the property of C&F and shall be returned immediately upon request.
     Upon termination of this Agreement or Hawaii's authority hereunder, at
     C&F's request, Hawaii shall return all, or such property as C&F may
     request, to C&F or to its designated representative.

2.11 If C&F provides access to C&F information or networks through computer
     access, Hawaii shall be responsible for maintaining the security and
     integrity of such information and of C&F's systems. Additionally, Hawaii
     shall be responsible to ensure that Hawaii's employees, agents, and
     representatives are aware of the sensitive and proprietary nature of the
     information obtained, of the importance of confidentiality, and of the
     conditions described in this Section 2.11.

                                  ARTICLE III
                            PREMIUMS AND ACCOUNTING

3.01 Hawaii will require all premiums for C&F Policies to be paid directly to
     C&F. Any premiums or monies collected by Hawaii are the property of C&F and
     shall be held in trust on behalf of C&F in a fiduciary capacity and shall
     be immediately endorsed over to C&F without deposit by Hawaii and forwarded
     to C&F in no more than two (2) business days.

                                   ARTICLE IV
                                  LIMITATIONS

4.01 With respect to the C&F Policies which Hawaii is now or may in the future
     be authorized to transact, quote, underwrite, rate, or bind under this
     Agreement, Hawaii will not transact, quote, underwrite, rate, or bind C&F
     Policies on the following:

     a.    risks which are unacceptable in accordance with this Agreement, or
           the underwriting guidelines, letters of underwriting authority,
           procedures, instructions, or memoranda provided to Hawaii by C&F from
           time to time; or

     b.    risks which are not in compliance with the applicable forms, rules,
           rates, or filings of C&F according to their exact terms and to the
           laws and regulations in effect in the territory where the C&F Policy
           is written.

4.02 Hawaii shall have authority to contract with, appoint, or terminate agents
     on behalf of C&F.

4.03 All expenses of C&F shall be the sole liability of C&F, unless assumption
     of such expense by Hawaii is agreed to by Hawaii. Additionally, if the
     parties agree in writing to share an expense and C&F bears such expense,
     Hawaii shall promptly remit to C&F the appropriate amount.

                                   ARTICLE V
                                      TERM

5.01 This Agreement shall commence on the Effective Date and shall continue in
     full force and effect (unless terminated earlier as set out in Article IX
     hereof) until December 31, 2000 ("Initial Term") and shall be automatically
     renewed beginning January 1, 2001 for successive additional term(s) of one
     (1) calendar year each ("Successive Term(s)") unless terminated earlier as
     provided herein. The Initial Term and Successive Term(s) shall collectively
     be referred to as "Term(s)".

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<PAGE>

                                   ARTICLE VI
                                      FEE

6.01 C&F shall reimburse Hawaii's actual expenses incurred relating to the C&F
     Policies written hereunder ("Fee"). Hawaii's expenses shall initially be
     charged based on a annual budget prepared by Hawaii and approved by C&F.
     One quarter of such Fee shall be payable by C&F to Hawaii quarterly on or
     before the beginning of each calendar quarter. C&F shall pay Hawaii the Fee
     by C&F check or wire transfer. If the actual expenses of Hawaii exceed or
     are less than the budgeted amount, Hawaii shall bill or refund to C&F the
     appropriate amount. Hawaii shall reconcile actual expenses to budgeted
     expenses at least annually.

6.02 The Fee paid hereunder shall be full compensation for all Services rendered
     by Hawaii pursuant to this Agreement.

6.03 Such costs as referenced in Section 6.01 shall be classified and recorded
     in accordance with New York State Insurance Department Regulation No. 30.

6.04 C&F shall be responsible for all sales, use, property, value-added or other
     taxes, if any, based on the services rendered pursuant to this Agreement
     excluding any taxes based solely upon the net income of Hawaii (defined as
     Sales Tax). Accordingly, C&F agrees to indemnify TIG from and against a
     final determination of Sales Tax made by any tax authority, administrative,
     or judicial body resulting from this Agreement. C&F and TIG agree to
     reasonable cooperation with each other to determine the appropriate Sales
     Tax, if any, resulting from this Agreement.

                                  ARTICLE VII
                            RIGHTS AND DUTIES OF C&F

7.01 C&F, in its sole discretion, shall have the right to refuse to permit
     Hawaii to perform, or to suspend or terminate any Service performed
     hereunder, that it believes does not comply with the terms of this
     Agreement or any applicable law or regulation.

7.02 C&F shall provide Hawaii the services listed in Exhibit B.

                                  ARTICLE VIII
                         INDEMNIFICATION AND INSURANCE

8.01 Indemnification. Each party ("Indemnifying Party") agrees to indemnify,
     defend, and hold harmless the other party ("Indemnified Party"), its
     officers, directors, agents, and employees from and against all
     liabilities, losses, expenses, claims, demands, suits, fines, or judgements
     including, but not limited to, attorneys' fees, costs, and expenses
     incident thereto which may be suffered by, accrued against, be charged to
     or recoverable from the Indemnified Party, its officers, directors, agents,
     or employees, by reason of or arising out of or in connection with any
     negligent or intentional acts, errors, or omissions of the Indemnifying
     Party, its officers, directors, agents, or employees.

     This Section 8.01 shall survive termination of this Agreement.

8.02 Notice with Respect to Indemnification.  The Indemnified Party shall
     provide the Indemnifying Party notice of any proceedings to which this
     Article VIII applies as soon as the Indemnified Party learns of such
     proceedings.

     This Section 8.02 shall survive termination of this Agreement.

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                                   ARTICLE IX
                                  TERMINATION

9.01 Events of Default.  The failure of Hawaii or C&F to observe or perform in
     any material respect any duties or obligations set forth in this Agreement,
     which failure continues unremedied for seven (7) days after written notice
     shall be provided to such defaulting party by the aggrieved party shall be
     an event of default ("Event of Default") under this Agreement, which Event
     of Default shall entitle the aggrieved party to immediately terminate this
     Agreement upon written notice to the other.

9.02 Termination Upon Notice.  This Agreement may be terminated at any time
     without cause by either party giving the other party one hundred eighty
     (180) days written notice.

9.03 Continued Servicing.  Hawaii agrees that in the event this Agreement is
     terminated, Hawaii shall continue to perform the Services regarding the C&F
     Policies written by C&F prior to the effective date of any such
     termination, until such C&F Policies have been completely cancelled,
     non-renewed, or otherwise terminated pursuant to C&F's written
     instructions; provided, however, that C&F may, in its sole discretion,
     immediately suspend or terminate Hawaii continuing service obligation
     hereunder.

    If Hawaii fails in any respect to fulfill its continuing service obligation
    with regard to the C&F Policies, Hawaii agrees that it shall reimburse C&F
    any expense incurred by C&F to service or arrange for the servicing of the
    C&F Policies.

                                   ARTICLE X
                                 MISCELLANEOUS

10.01 Notice.  Except as otherwise set forth herein, any notice required under
      this Agreement must be in writing and either sent by first class mail,
      facsimile, certified mail, or personally delivered. Notice shall be
      effective either upon receipt, or five (5) days after mailing to the other
      party, whichever comes first. Unless changed, the addresses of the
      respective parties are:

     C&F:
               Crum & Forster Indemnity Company
           305 Madison Avenue
           Morristown, NJ 07960

           Attn: Dave Ghezzi
           cc:   Valerie Gasparik, Assistant General Counsel

     Hawaii:
               Hawaii Division of TIG Insurance Company
           733 Bishop Street, Suite 2200
           Honolulu, HI 96813

           Attn: Wayne T. Hikida
           cc:   General Counsel
               5205 N. O'Connor Boulevard
               Irving, TX 75039

10.02 Governing Law.  This Agreement shall be governed by and construed in
      accordance with the laws of the State of Hawaii, without regard to its
      rules regarding conflict of laws.

10.03 Severability.  Wherever possible, each provision of this Agreement will be
      interpreted in such a manner and to such an extent as to be effective and
      valid under applicable law. If any provision is prohibited by or invalid
      under applicable law, such provision will be ineffective only to the
      extent of such prohibition or invalidity.

10.04 Integration, Waiver, and Amendment.  This Agreement constitutes the entire
      agreement between C&F and Hawaii with regard to servicing of the C&F
      Policies, and supersedes any and all other agreements, either

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<PAGE>

      oral or written, between C&F and Hawaii with respect to servicing the C&F
      Policies. No waiver by either party to enforce any provision of this
      Agreement will be effective unless made in writing and signed by an
      authorized officer of C&F and Hawaii, and shall be effective only as to
      the specifically stated waiver. No amendment to this Agreement will be
      effective unless made in writing and signed by the parties hereto, and
      specifying the effective date of such amendment.

10.05 Conformance to Law.  This Agreement is subject to the non-disapproval of
      the Insurance Department of the State of New York, pursuant to Article 15
      of the New York Insurance Law, and such terms and conditions as may be
      required by the New York 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.

10.06 Non-Assignability/Non-Delegation.  Hawaii may neither delegate its duties
      nor assign its rights under this Agreement, either in whole or in part,
      unless otherwise agreed upon and authorized in writing by a Vice President
      or more senior officer of C&F.

10.07 Counterparts.  This Agreement may be executed in two or more counterparts,
      each of which shall be deemed an original but which together shall
      constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Services Agreement
to be executed as of the day and year first above written.

TIG INSURANCE COMPANY

By:  /s/ FRANK C. TAYLOR
    ----------------------------------
    Frank C. Taylor
    Managing Director

CRUM & FORSTER INDEMNITY COMPANY

By:      /s/ MARY JANE ROBERTSON
    ----------------------------------

Name:   Mary Jane Robertson
      --------------------------------

Title:    Executive Vice President and
       CFO
     ---------------------------------

CRUM & FORSTER INDEMNITY COMPANY

By:      /s/ VALERIE J. GASPARIK
    ----------------------------------

Name:   Valerie J. Gasparik
      --------------------------------

Title:    Secretary
     ---------------------------------

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                                   EXHIBIT A

                                     CLAIMS

     Hawaii shall handle Claims in accordance with the provisions of this
Exhibit A.

I.    DEFINITIONS

1.01 ALAE shall mean all costs and expenses that are chargeable to the
     investigation, adjustment, settlement, or defense of a Claim for benefits
     or damages under a C&F Policy.

1.02 Claim or Claims shall mean any monetary demand, suit, occurrence, or loss,
     actual or alleged, in the Claims Territory arising out of or in connection
     with a C&F Policy.

1.03 Claim Services shall mean those claims administration services provided
     hereunder by Hawaii which are described in Article III of this Exhibit A.

1.04 Claims Territory shall mean the State of Hawaii.

1.05 Recoveries shall mean any and all credits, subrogation, salvage, adjustment
     reimbursements, overpayments, voided or returned checks, or other
     recoveries which shall be credited to a C&F Policy.

II.   CLAIM SERVICES

2.01 Hawaii shall administer all Claims in accordance with the terms and
     conditions of the C&F Policies, this Agreement, and every applicable code,
     statute, law, rule, or regulation.

2.02 Hawaii shall perform the Claim Services and refer such Claims as may be
     designated in accordance with C&F's written standards, limitations,
     guidelines, instructions, policies, procedures, or limitations provided to
     Hawaii by C&F from time to time without the need to amend this Agreement.

2.03 Hawaii shall perform the following Claim Services:

     A.   Examine all reported Claims (including incidents thereof which have
         been reported but for which no Claims have been made); and

     B.   Maintain a Claim file for each reported Claim which shall be
         reviewable at any and all reasonable times by C&F; and

     C.   Investigate all reported Claims as necessary using (at Hawaii's sole
         expense), if approved by C&F, a vendor from a list approved in writing
         by C&F; and

     D.   Provide C&F, upon request, with a clear synopsis of the fact patterns
         of any Claim; and

     E.    Determine and evaluate any coverage issues arising out of or in
         connection with such Claims, and to refer any actual or potential
         coverage issues to C&F with recommendations and, thereafter, to follow
         C&F's direction in the further administration of such Claims; and

     F.    Prepare and send a reservation of rights letter; and

     G.   Determine proper workers' compensation benefits due, if any, on
          compensable Claims; and

     H.   Establish, pursuant to C&F's standards, reserves for all Claims; and

     I.    Subject to the limitations contained herein, resist those Claims or
           adjust, handle, or settle to conclusion those Claims that C&F is
           legally obligated to pay or which C&F advises Hawaii it desires to
           pay, including the necessary preparation for and handling of any
           subrogation or contribution action which may inure to the benefit of
           C&F; and

     J.    Make timely payment of Claims and ALAE through C&F's claims system in
           accordance with payment procedures established by C&F; and

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<PAGE>

     K.   Coordinate a proper defense with counsel selected from a defense panel
          list approved in writing by C&F and reviewed annually with C&F; and

     L.    Perform all necessary administrative and clerical work in connection
           with Claims; and

     M.   Provide all forms necessary for the administration of Claims; and

     N.   Perform all necessary services to collect Recoveries and properly
          credit Recoveries to the appropriate Claim file; and

     O.   Collect, process, and report data in the manner required by the
          Internal Revenue Service for the purpose of preparing C&F's 1099
          Miscellaneous Income filing for the Claims or ALAE payments made
          pursuant to this Agreement; and

     P.    Provide such reports as C&F may request relating to Claims including,
           but not limited to, Claim payments made, reserves, and ALAE; and

     Q.   Report suspected fraud as required by C&F or any applicable code,
          statute, law, rule, or regulation, and provide a copy of such report
          to C&F; and

     R.   Upon C&F's request relating to a Claim or Claims, promptly provide C&F
          a captioned report identifying for each Claim:

              -- Claim number;

              -- Accident description;

              -- Claimant and injuries;

              -- Detailed description of outstanding issues; and

              -- Reserve calculation including loss and ALAE paid to date.

         The selection criteria for Claims to be reported is at the sole
         discretion of C&F.

2.04 To administer Claims hereunder, Hawaii shall use C&F's claims
     administration system or an interface transfer mechanism between the
     Hawaii's system and C&F's system which is compatible with C&F's computer
     systems and which complies with the established format and edit rules
     supplied to Hawaii by C&F. Hawaii agrees to provide C&F with system support
     for an interface of claims data between Hawaii's and C&F's systems. This
     data transfer shall include all payments, Recoveries, and reserve
     activities which have occurred and shall include a tie indicator for
     multiple claimants injured in a single occurrence, and such other
     information as the C&F may request from time to time.

     C&F reserves the right to alter or amend the format or edit rules as
     necessary, including but not limited to, the frequency of the data
     transfer.

III.  HAWAII'S DUTIES AND OBLIGATIONS

3.01 Hawaii shall follow any and all standards, guidelines, instructions,
     policies, and procedures as C&F may from time to time establish with regard
     to Hawaii's performance of Claim Services hereunder.

3.02 Hawaii represents and warrants that Hawaii, Hawaii's employees, and that
     every adjuster, investigator, appraiser, or other third party used by
     Hawaii is, and shall continue to be, if necessary, during the Term of this
     Agreement, authorized and duly licensed to administer Claims in compliance
     with every applicable code, statute, law, rule, or regulation.

3.03 Hawaii agrees to administer Claims and to ensure that every adjuster,
     investigator, appraiser, or other third party used by Hawaii adjusts Claims
     during the Term of this Agreement in compliance with every applicable code,
     statute, law, rule, or regulation.

3.04 Hawaii shall maintain the confidentiality of all data supplied to, or
     obtained or used by, Hawaii in the performance of Claim Services including,
     but not limited to, any systems or software of C&F to which

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<PAGE>

     Hawaii may be given access, all information within the Claim files, and
     collective data (the "Confidential Information") as Hawaii maintains its
     own confidential data and information. Hawaii shall not disclose the
     Confidential Information without the prior written consent of C&F.

3.05 Hawaii shall post Recoveries to the appropriate claim files and shall
     report Recoveries in the monthly reconciliation and other reports required
     by this Agreement.

3.06 All records, files, correspondence, and other materials pertaining to the
     Claims administered hereunder shall be the sole property of C&F, and upon
     termination of this Agreement or Hawaii's authority hereunder, Hawaii, at
     the sole discretion and direction of C&F, shall return all such original
     Claim files to C&F or its representative.

3.07 All supplies and forms provided or authorized by C&F are the sole property
     of C&F, and all such property shall be returned to C&F immediately upon
     request. Hawaii shall indemnify and hold C&F fully harmless with respect to
     any unauthorized use of such C&F property.

IV.  CLAIM SYSTEM

4.01 C&F shall give Hawaii access or limited access to C&F's claim system or
     other C&F software or systems (collectively, the "Software") for the
     handling of Claims hereunder. Hawaii shall use the Software to administer
     Claims hereunder and shall promptly and accurately input information or
     data in accordance with any guidelines provided by C&F to Hawaii from time
     to time.

4.02 No title to or ownership of the Software, or any part of the Software, is
     hereby transferred to Hawaii. Hawaii may not use, copy, modify, sell,
     transfer, or cause to be used, copied, modified, sold, or transferred, or
     otherwise make the Software available to any third party, or any copy
     thereof, in whole or in part.

4.03 C&F makes no warranties, express or implied, with regard to the Software
     including, but not limited to, any implied warranties of merchantability
     and fitness for a particular purpose, or as to the design, documentation,
     function, maintenance, or operation of the Software, and shall have no
     responsibility for errors in the Software or the information obtained from
     the Software.

4.04 C&F shall not be liable for any claims, damages, or expenses of any kind
     with respect to the use of the Software, or the information obtained by
     Hawaii through the Software, or due to any Force Majeure condition, whether
     made of suffered by the Hawaii or any other person, whether for damages,
     contribution, or other relief, and whether direct or indirect, general or
     special, incidental or consequential, even if the C&F has been advised of
     the possibility of such liability.

4.05 Hawaii shall make all reasonable efforts to assure the operation of any
     computer hardware used by Hawaii in the administration of Claims hereunder
     including, but not limited to, the provision of appropriate system back up
     (no less than weekly), and disaster recovery. In the event of damage to or
     malfunction of the computer hardware, Hawaii will use all reasonable
     efforts to obtain replacement alternative computer hardware to restore the
     Claim Services to an acceptable level in a timely manner. In the event that
     the computer data is not available, Hawaii will attempt to reconstruct or
     recover that data from computer data files stored at remote locations and
     from source records to restore the service to an acceptable level in a
     timely manner.

4.06 Hawaii shall pay for any costs of hardware necessary to utilize the
     Software and any access or line charges incurred in utilizing the Software.

V.   COMPANY'S RIGHTS, DUTIES, AND OBLIGATIONS

5.01 C&F agrees to cooperate with Hawaii as C&F deems necessary with respect to
     the performance of Claim Services including, but not limited to, responding
     to Hawaii's requests for information, meeting with Hawaii as may be needed,
     and making decisions on Claims matters, as required by this Agreement.

5.02 Notwithstanding anything to the contrary in this Agreement, C&F shall have
     the right, at any time and at its sole option, to assume control over the
     administration of a particular Claim or Claims.

                                        3
<PAGE>

                                   EXHIBIT B

                                  C&F SERVICES

A.   C&F shall provide the following services for Hawaii:

     1.    Treasury:  C&F shall provide treasury services to Hawaii, including,
           but not limited to establishing and maintaining bank accounts, and
           lock box.

     2.    Finance:  C&F shall process account reports, expense reports, and
           journal entries as necessary to process C&F Policies.

     3.    Direct Bill:  C&F shall maintain direct bill capabilities for current
           business written on direct bill basis, and process any such C&F
           Policies.

     4.    Actuarial:  C&F shall provide actuarial support for (i) establishing
           reserves and (ii) business planning purposes. On or before 60 days
           from end of each calendar quarter, C&F shall provide actuarial
           analysis of C&F Policies by annual statement line of business. C&F
           shall provide actuarial assistance to Hawaii in establishing rates
           for C&F Policies.

     5.    State Filings:  C&F shall provide administrative assistance for
           regulatory filings for C&F Policies written on C&F paper including
           preparation of filing documents and answering inquiries regarding
           same.

     6.    Legal/Regulatory:  C&F shall provide legal services as requested by
           Hawaii to support drafting contracts with Hawaii's agents. C&F shall
           provide regulatory advice and assistance.

     7.    Program Support:  Program support provided by C&F for Hawaii shall
           include the maintenance and handling of proof of mailings, renewal
           notices, cancellations, policy stat reports, dens, and microfilm
           retrieval, ISO manuals and circulars, Hawaii Workers' Compensation
           Bureau reporting, assessments, boards and bureaus, data calls,
           maintaining producer information, blocks of code, agency licensing,
           and appointments.

     8.    Systems:  C&F will provide systems support to Hawaii for systems
           existing on the execution date of this Agreement, including:

         UNDERWRITING.  Gen-A-Rate, Universal Policy Review, Commercial Umbrella
         (CUES), Client Management System (CMS), Risk Management Systems (RAMS).

         CLAIMS.  Automated Claims Systems (ACS), Claims Assist, Claims Adhoc,
         Claims Information Access (CIA).

         STAFF COUNSEL.  Corporate Legal Management System (CLMS).

         WINDOWS95.  C&F's current license will be used.

     9.    Claims:  C&F shall provide claims services on Claims arising out of
           C&F Policies if such Claims fall outside Hawaii's authority or
           expertise.

     10.   Underwriting:  C&F shall provide underwriting support as currently
           provided for excess C&F Policies, surplus lines C&F Policies, and
           large workers' compensation C&F Policies.

     11.   Reinsurance:  Consistent with past practices, C&F shall assist Hawaii
           with reinsurance acquisition, maintenance, termination, and
           collection on all existing reinsurance treaties relating to C&F
           Policies.

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