<PAGE>

                                                                    Exhibit 10.4

                        REINSTATEMENT PREMIUM PROTECTION
                              REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2005

                                    issued to

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                     PAGE
-------                                                                     ----
<S>       <C>                                                               <C>
      I   Coverage                                                            1
     II   Term                                                                1
    III   Concurrency of Conditions                                           2
     IV   Premium                                                             3
      V   Loss Notices and Settlements                                        3
     VI   Late Payments                                                       3
    VII   Offset (BRMA 36D)                                                   4
   VIII   Access to Records (BRMA 1D)                                         5
     IX   Errors and Omissions (BRMA 14F)                                     5
      X   Currency (BRMA 12A)                                                 5
     XI   Taxes (BRMA 50C)                                                    5
    XII   Federal Excise Tax                                                  5
   XIII   Reserves                                                            6
    XIV   Insolvency                                                          7
     XV   Arbitration                                                         8
    XVI   Service of Suit                                                     9
   XVII   Agency Agreement                                                    9
  XVIII   Governing Law                                                      10
    XIX   Confidentiality                                                    10
     XX   Severability                                                       10
    XXI   Intermediary (BRMA 23A)                                            10
          Schedule A
</TABLE>

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<PAGE>

                        REINSTATEMENT PREMIUM PROTECTION
                              REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2005

                                    issued to

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies
             (hereinafter referred to collectively as the "Company")

                                       by

                   The Subscribing Reinsurer(s) Executing the
                     Interests and Liabilities Agreement(s)
                                 Attached Hereto
                  (hereinafter referred to as the "Reinsurer")

ARTICLE I - COVERAGE

By this Contract the Reinsurer agrees to indemnify the Company for 100% of any
reinstatement premium which the Company pays or becomes liable to pay as a
result of loss occurrences commencing during the term of this Contract under the
provisions of the Company's Excess Catastrophe Reinsurance Contract, effective
June 1, 2005 (hereinafter referred to as the "Underlying Contract" and described
in Schedule A attached to and forming part of this Contract), subject to the
terms and conditions set forth herein. However, the liability of the Reinsurer
shall not exceed $8,185,000 during the term of this Contract.

ARTICLE II - TERM

A.   This Contract shall become effective on June 1, 2005, with respect to
     reinstatement premium payable by the Company under the provisions of the
     Underlying Contract as a result of losses arising out of loss occurrences
     commencing on or after that date, and shall remain in force until May 31,
     2006, both days inclusive.

B.   Notwithstanding the provisions of paragraph A above, the Company may
     terminate a Subscribing Reinsurer's percentage share in this Contract by
     giving written notice to the Subscribing Reinsurer in the event any of the
     following circumstances occur as clarified by public announcement for
     subparagraphs 1 through 6 below and upon discovery for subparagraphs 7 and
     8 below:

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     1.   The Subscribing Reinsurer's policyholders' surplus subsequent to the
          date that lines are bound for this Contract has been reduced by more
          than 20.0% of the amount of surplus 12 months prior to that date; or

     2.   The Subscribing Reinsurer's policyholders' surplus at any time between
          the date that lines are bound and the effective date of termination of
          this Contract has been reduced by more than 20.0% of the amount of
          surplus at the date of the Subscribing Reinsurer's most recent
          financial statement filed with regulatory authorities and available to
          the public as of the date that lines are bound for this Contract; or

     3.   The Subscribing Reinsurer's A.M. Best's rating has been assigned or
          downgraded below A- (inclusive of "Not Rated" ratings) and/or Standard
          & Poor's rating has been assigned or downgraded below BBB+ at any time
          between the date that lines are bound and the date of termination of
          this Contract; or

     4.   The Subscribing Reinsurer has become merged with, acquired by or
          controlled by any other company, corporation or individual(s) not
          controlling the Subscribing Reinsurer's operations previously; or

     5.   A State Insurance Department or other legal authority has ordered the
          Subscribing Reinsurer to cease writing business; or

     6.   The Subscribing Reinsurer has become insolvent or has been placed into
          liquidation or receivership (whether voluntary or involuntary) or
          proceedings have been instituted against the Subscribing Reinsurer for
          the appointment of a receiver, liquidator, rehabilitator, conservator
          or trustee in bankruptcy, or other agent known by whatever name, to
          take possession of its assets or control of its operations; or

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

     8.   The Subscribing Reinsurer has ceased assuming new or renewal property
          or casualty treaty reinsurance business.

C.   If this Contract is terminated or expires while a loss occurrence covered
     hereunder is in progress, the Reinsurer's liability hereunder shall,
     subject to the other terms and conditions of this Contract, be determined
     as if the entire loss occurrence had occurred prior to the termination or
     expiration of this Contract, provided that no part of such loss occurrence
     is claimed against any renewal or replacement of this Contract.

D.   The Reinsurer shall have no liability hereunder with respect to losses
     arising out of loss occurrences commencing after the effective date of
     termination or expiration.

ARTICLE III - CONCURRENCY OF CONDITIONS

A.   It is agreed that this Contract will follow the terms, conditions,
     exclusions, definitions, warranties and settlements of the Company under
     the Underlying Contract which are not inconsistent with the provisions of
     this Contract.

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B.   The Company shall advise the Reinsurer of any material changes in the
     Underlying Contract which may affect the liability of the Reinsurer under
     this Contract.

ARTICLE IV - PREMIUM

A.   As premium for the reinsurance provided hereunder, the Company shall pay
     the Reinsurer $540,000 for the first excess layer, $412,500 for the second
     excess layer, $205,000 for the third excess layer and $142,500 for the
     fourth excess layer of the Underlying Contract.

B.   The Company shall pay the Reinsurer the amount set forth in paragraph A
     above for each excess layer in four equal installments on June 1, September
     1 and December 1 of 2005 and March 1, 2006.

ARTICLE V - LOSS NOTICES AND SETTLEMENTS

A.   Whenever reinstatement premium settlements made by the Company under the
     Underlying Contract appear likely to result in a claim hereunder, the
     Company shall notify the Reinsurer. The Company will advise the Reinsurer
     of all subsequent developments relating to such claims that, in the opinion
     of the Company, may materially affect the position of the Reinsurer.

B.   All reinstatement premium settlements made by the Company under the
     Underlying Contract, provided they are within the terms of the Underlying
     Contract and within the terms of this Contract, shall be binding upon the
     Reinsurer, and the Reinsurer agrees to pay all amounts for which it may be
     liable upon receipt of reasonable evidence of the amount paid (or scheduled
     to be paid) by the Company.

ARTICLE VI - LATE PAYMENTS

A.   The provisions of this Article shall not be implemented unless specifically
     invoked, in writing, by one of the parties to this Contract.

B.   In the event any premium, loss or other payment due either party is not
     received by the intermediary named in Article XXI (hereinafter referred to
     as the "Intermediary") by the payment due date, the party to whom payment
     is due may, by notifying the Intermediary in writing, require the debtor
     party to pay, and the debtor party agrees to pay, an interest penalty on
     the amount past due calculated for each such payment on the last business
     day of each month as follows:

     1.   The number of full days which have expired since the due date or the
          last monthly calculation, whichever the lesser, times

     2.   1/365ths of the six-month United States Treasury Bill Rate as quoted
          in The Wall Street Journal on the first business day of the month for
          which the calculation is made; times

     3.   The amount past due, including accrued interest.

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     It is agreed that interest shall accumulate until payment of the original
     amount due plus interest penalties have been received by the Intermediary.

C.   The establishment of the due date shall, for purposes of this Article, be
     determined as follows:

     1.   As respects the payment of routine deposits and premiums due the
          Reinsurer, the due date shall be as provided for in the applicable
          section of this Contract. In the event a due date is not specifically
          stated for a given payment, it shall be deemed due 30 days after the
          date of transmittal by the Intermediary of the initial billing for
          each such payment.

     2.   Any claim or loss payment due the Company hereunder shall be deemed
          due 10 business days after the proof of loss or demand for payment is
          transmitted to the Reinsurer. If such loss or claim payment is not
          received within the 10 days, interest will accrue on the payment or
          amount overdue in accordance with paragraph B above, from the date the
          proof of loss or demand for payment was transmitted to the Reinsurer.

     3.   As respects any payment, adjustment or return due either party not
          otherwise provided for in subparagraphs 1 and 2 of this paragraph C,
          the due date shall be as provided for in the applicable section of
          this Contract. In the event a due date is not specifically stated for
          a given payment, it shall be deemed due 10 business days following
          transmittal of written notification that the provisions of this
          Article have been invoked.

     For purposes of interest calculations only, amounts due hereunder shall be
     deemed paid upon receipt by the Intermediary.

D.   Nothing herein shall be construed as limiting or prohibiting a Subscribing
     Reinsurer from contesting the validity of any claim, or from participating
     in the defense of any claim or suit, or prohibiting either party from
     contesting the validity of any payment or from initiating any arbitration
     or other proceeding in accordance with the provisions of this Contract. If
     the debtor party prevails in an arbitration or other proceeding, then any
     interest penalties due hereunder on the amount in dispute shall be null and
     void. If the debtor party loses in such proceeding, then the interest
     penalty on the amount determined to be due hereunder shall be calculated in
     accordance with the provisions set forth above unless otherwise determined
     by such proceedings. If a debtor party advances payment of any amount it is
     contesting, and proves to be correct in its contestation, either in whole
     or in part, the other party shall reimburse the debtor party for any such
     excess payment made plus interest on the excess amount calculated in
     accordance with this Article.

E.   Interest penalties arising out of the application of this Article that are
     $100 or less from any party shall be waived unless there is a pattern of
     late payments consisting of three or more items over the course of any
     12-month period.

ARTICLE VII - OFFSET (BRMA 36D)

The Company and the Reinsurer, each at its option, may offset any balance or
balances, whether on account of premiums, claims and losses, loss expenses or
salvages due from one

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<PAGE>

party to the other under this Contract; provided, however, that in the event of
the insolvency of a party hereto, offsets shall only be allowed in accordance
with applicable statutes and regulations.

ARTICLE VIII - ACCESS TO RECORDS (BRMA 1D)

The Reinsurer or its designated representatives shall have access at any
reasonable time to all records of the Company which pertain in any way to this
reinsurance.

ARTICLE IX - ERRORS AND OMISSIONS (BRMA 14F)

Inadvertent delays, errors or omissions made in connection with this Contract or
any transaction hereunder shall not relieve either party from any liability
which would have attached had such delay, error or omission not occurred,
provided always that such error or omission is rectified as soon as possible
after discovery.

ARTICLE X - CURRENCY (BRMA 12A)

A.   Whenever the word "Dollars" or the "$" sign appears in this Contract, they
     shall be construed to mean United States Dollars and all transactions under
     this Contract shall be in United States Dollars.

B.   Amounts paid or received by the Company in any other currency shall be
     converted to United States Dollars at the rate of exchange at the date such
     transaction is entered on the books of the Company.

ARTICLE XI - TAXES (BRMA 50C)

In consideration of the terms under which this Contract is issued, the Company
will not claim a deduction in respect 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, the District of Columbia or Canada.

ARTICLE XII - FEDERAL EXCISE TAX

A.   The Reinsurer has agreed to allow for the purpose of paying the Federal
     Excise Tax the applicable percentage of the premium payable hereon as
     imposed under Section 4371 of the Internal Revenue Code to the extent such
     premium is subject to the Federal Excise Tax.

B.   In the event of any return of premium becoming due hereunder the Reinsurer
     will deduct the applicable percentage from the return premium payable
     hereon and the Company or its agent should take steps to recover the tax
     from the United States Government.

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ARTICLE XIII - RESERVES

A.   The Reinsurer agrees to fund, within 30 days of the Company's request,
     subject to receipt of satisfactory information from the Company, its share
     of the Company's ceded United States outstanding loss reserves (being the
     sum of all reinstatement premiums paid by the Company under the Underlying
     Contract but not yet recovered from the Reinsurer, plus the Company's
     reserves for reinstatement premiums due under the Underlying Contract, if
     any) by:

     1.   Clean, irrevocable and unconditional letters of credit issued and
          confirmed, if confirmation is required by the insurance regulatory
          authorities involved, by a bank or banks meeting the NAIC Securities
          Valuation Office credit standards for issuers of letters of credit and
          acceptable to said insurance regulatory authorities; and/or

     2.   Escrow accounts for the benefit of the Company; and/or

     3.   Cash advances;

     if the Reinsurer is unauthorized in any state of the United States of
     America or the District of Columbia having jurisdiction over the Company
     and if, without such funding a penalty would accrue to the Company on any
     financial statement, including but not limited to quarterly filings, it is
     required to file with the insurance regulatory authorities involved.

B.   The Reinsurer agrees to fund, within 30 days of the Company's request,
     subject to receipt of satisfactory information from the Company, 115% of
     its share of the Company's Canadian ceded outstanding loss reserves (being
     the sum of all reinstatement premiums paid by the Company under the
     Underlying Contract but not yet recovered from the Reinsurer, plus the
     Company's reserves for reinstatement premiums due under the Underlying
     Contract, if any) by:

     1.   Clean, irrevocable and unconditional letters of credit issued and
          confirmed, if confirmation is required by the insurance regulatory
          authorities involved, by a Canadian bank or banks meeting the NAIC
          Securities Valuation Office credit standards for issuers of letters of
          credit and acceptable to said insurance regulatory authorities, for no
          more than 15/115ths of the total funding required; and/or

     2.   Cash advances for the remaining balance of the funding required;

     if the Reinsurer is unauthorized in any province or jurisdiction of Canada
     having jurisdiction over the Company and if, without such funding, a
     penalty would accrue to the Company on any financial statement, including
     but not limited to quarterly filings, it is required to file with the
     insurance regulatory authorities involved.

C.   The Reinsurer, at its sole option, may fund in other than cash if its
     method of funding is acceptable to the Company and to the insurance
     regulatory authorities involved.

     For the purpose of this Contract, the Lloyd's U.S. Credit for Reinsurance
     Trust Fund shall be considered an acceptable funding instrument.

D.   With regard to funding in whole or in part by letters of credit, it is
     agreed that each letter of credit will be in a form acceptable to insurance
     regulatory authorities involved, will be issued for a term of at least one
     year and will include an "evergreen clause," which automatically

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     extends the term for at least one additional year at each expiration date
     unless written notice of non-renewal is given to the Company not less than
     30 days prior to said expiration date or longer where required by insurance
     regulatory authorities. The Company and the Reinsurer further agree,
     notwithstanding anything to the contrary in this Contract, that said
     letters of credit may be drawn upon by the Company or its successors in
     interest at any time, without diminution because of the insolvency of the
     Company or the Reinsurer, but only for one or more of the following
     purposes:

     1.   To reimburse itself for the Reinsurer's share of reinstatement
          premiums paid by the Company under the terms of the Underlying
          Contract, unless paid in cash by the Reinsurer;

     2.   To reimburse itself for the Reinsurer's share of any other amounts
          claimed to be due hereunder, unless paid in cash by the Reinsurer;

     3.   To fund a cash account in an amount equal to the Reinsurer's share of
          ceded outstanding loss reserves funded by means of a letter of credit
          which is under non-renewal notice, if said letter of credit has not
          been renewed or replaced by the Reinsurer 10 days prior to its
          expiration date;

     4.   To refund to the Reinsurer any sum in excess of the actual amount
          required to fund the Reinsurer's share of the Company's ceded
          outstanding loss reserves if so requested by the Reinsurer.

     In the event the amount drawn by the Company on any letter of credit is in
     excess of the actual amount required for D(1), D(2) or D(4), or in the case
     of D(3), the actual amount determined to be due, the Company shall promptly
     return to the Reinsurer the excess amount so drawn.

ARTICLE XIV - INSOLVENCY

A.   In the event of the insolvency of one or more of the reinsured companies,
     this reinsurance shall be payable directly to the company or to its
     liquidator, receiver, conservator or statutory successor on the basis of
     the liability of the company without diminution because of the insolvency
     of the company or because the liquidator, receiver, conservator or
     statutory successor of the company has failed to pay all or a portion of
     any claim. It is agreed, however, that the liquidator, receiver,
     conservator or statutory successor of the company shall give written notice
     to the Reinsurer of the pendency of a claim against the company indicating
     the policy or bond reinsured which claim would involve a possible liability
     on the part of the Reinsurer within a reasonable time after such claim is
     filed in the conservation or liquidation proceeding or in the receivership,
     and that during the pendency of such claim, the Reinsurer may investigate
     such claim and interpose, at its own expense, in the proceeding where such
     claim is to be adjudicated, any defense or defenses that it may deem
     available to the company or its liquidator, receiver, conservator or
     statutory successor. The expense thus incurred by the Reinsurer shall be
     chargeable, subject to the approval of the Court, against the company as
     part of the expense of conservation or liquidation to the extent of a pro
     rata share of the benefit which may accrue to the company solely as a
     result of the defense undertaken by the Reinsurer.

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B.   Where 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 company.

C.   It is further understood and agreed that, in the event of the insolvency of
     one or more of the reinsured companies, the reinsurance under this Contract
     shall be payable directly by the Reinsurer 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 (1) where this Contract
     specifically provides another payee of such reinsurance in the event of the
     insolvency of the company or (2) where 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.

ARTICLE XV - ARBITRATION

A.   As a condition precedent to any right of action hereunder, any dispute or
     difference between the Company and any Reinsurer relating to the
     interpretation or performance of this Contract, including its formation or
     validity, or any transaction under this Contract, whether arising before or
     after termination, shall be submitted to arbitration.

B.   If more than one reinsurer is involved in the same dispute, all such
     reinsurers shall constitute and act as one party for purposes of this
     Article provided that communication shall be made by the Company to each of
     the reinsurers constituting the one party, and provided, however, that
     nothing therein shall impair the rights of such reinsurers to assert
     several, rather than joint, defenses or claims, nor be construed as
     changing the liability of the Reinsurer under the terms of this Contract
     from several to joint.

C.   Upon written request of any party, each party shall choose an arbitrator
     and the two chosen shall select a third arbitrator. If either party refuses
     or neglects to appoint an arbitrator within 30 days after receipt of the
     written request for arbitration, the requesting party may appoint a second
     arbitrator. If the two arbitrators fail to agree on the selection of a
     third arbitrator within 30 days of their appointment, the Company shall
     petition the American Arbitration Association to appoint the third
     arbitrator. If the American Arbitration Association fails to appoint the
     third arbitrator within 30 days after it has been requested to do so,
     either party may request a justice of a court of general jurisdiction of
     the state in which the arbitration is to be held to appoint the third
     arbitrator. All arbitrators shall be active or retired officers of
     insurance or reinsurance companies, or Lloyd's London Underwriters, and
     disinterested in the outcome of the arbitration. Each party shall submit
     its case to the arbitrators within 30 days of the appointment of the third
     arbitrator.

D.   The parties hereby waive all objections to the method of selection of the
     arbitrators, it being the intention of both sides that all the arbitrators
     be chosen from those submitted by the parties.

E.   The arbitrators shall have the power to determine all procedural rules for
     the holding of the arbitration including but not limited to inspection of
     documents, examination of witnesses and any other matter relating to the
     conduct of the arbitration. The arbitrators shall interpret this Contract
     as an honorable engagement and not as merely a legal obligation; they are
     relieved of all judicial formalities and may abstain from following the
     strict rules of law. The

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     arbitrators may award interest and costs. Each party shall bear the expense
     of its own arbitrator and shall share equally with the other party the
     expenses of the third arbitrator and of the arbitration.

F.   The decision in writing of the majority of the arbitrators shall be final
     and binding upon both parties. Judgment may be entered upon the final
     decision of the arbitrators in any court having jurisdiction. The
     arbitration shall take place in Bala Cynwyd, Pennsylvania, unless otherwise
     mutually agreed between the Company and the Reinsurer.

G.   This Article shall remain in full force and effect in the event any other
     provision of this Contract shall be found invalid or non-binding.

H.   All time limitations stated in this Article may be amended by mutual
     consent of the parties, and will be amended automatically to the extent
     made necessary by any circumstances beyond the control of the parties.

ARTICLE XVI - SERVICE OF SUIT

(Applicable 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. This
Article is not intended to conflict with or override the parties' obligations to
arbitrate their disputes in accordance with Article XV).

A.   It is agreed that in the event the Reinsurer fails to pay any amount
     claimed to be due hereunder, the Reinsurer, at the request of the Company,
     will submit to the jurisdiction of any 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 rights 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.

B.   Further, pursuant to any statute of any state, territory or district of the
     United States which makes provision therefore, the Reinsurer hereby
     designates the party named in its Interests and Liabilities Agreement, or
     if no party is named therein, 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.

ARTICLE XVII - AGENCY AGREEMENT

If more than one reinsured company is named as a party to this Contract, the
first named company shall be deemed the agent of the other reinsured companies
for purposes of sending or receiving notices required by the terms and
conditions of this Contract, and for purposes of remitting or receiving any
monies due any party.

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ARTICLE XVIII - GOVERNING LAW

This Contract shall be governed as to performance, administration and
interpretation by the laws of the State of Pennsylvania exclusive of the rules
with respect to conflicts of law, except as to rules with respect to credit for
reinsurance in which case the applicable rules of all states shall apply.

ARTICLE XIX - CONFIDENTIALITY

The Reinsurer, except with the express prior written consent of the Company,
shall not directly or indirectly, communicate, disclose or divulge to any third
party, any knowledge or information that may be acquired either directly or
indirectly as a result of the inspection of the Company's books, records and
papers. The restrictions as outlined in this Article shall not apply to
communication or disclosures that the Reinsurer is required to make to its
statutory auditors, retrocessionaires, legal counsel, arbitrators involved in
any arbitration procedures under this Contract or disclosures required upon
subpoena or other dully-issued order of a court or other governmental agency or
regulatory authority.

ARTICLE XX - SEVERABILITY

If any provision of this Contract should be invalid under applicable laws, the
latter shall control but only to the extent of the conflict without affecting
the remaining provisions of this Contract.

ARTICLE XXI - INTERMEDIARY (BRMA 23A)

Benfield, Inc. is hereby recognized as the Intermediary negotiating this
Contract for all business hereunder. All communications (including but not
limited to notices, statements, premium, return premium, commissions, taxes,
losses, loss adjustment expense, salvages and loss settlements) relating thereto
shall be transmitted to the Company or the Reinsurer through Benfield, Inc.
Payments by the Company to the Intermediary shall be deemed to constitute
payment to the Reinsurer. Payments by the Reinsurer to the Intermediary shall be
deemed to constitute payment to the Company only to the extent that such
payments are actually received by the Company.

IN WITNESS WHEREOF, the Company by its duly authorized representative has
executed this Contract as of the date undermentioned at:

Bala Cynwyd, Pennsylvania, this 23rd day of September in the year 2005.


                                       /s/ Christopher J. Maguire,
                                       -----------------------------------------
                                       Executive Vice President and Chief
                                       Underwriting Officer
                                       Philadelphia Insurance Companies
                                       (for and on behalf of the "Company")

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                                   SCHEDULE A

                        REINSTATEMENT PREMIUM PROTECTION
                              REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2005

                                    issued to

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

<TABLE>
<CAPTION>
                               FIRST         SECOND        THIRD         FOURTH
                               EXCESS        EXCESS        EXCESS        EXCESS
                            -----------   -----------   -----------   ------------
<S>                         <C>           <C>           <C>           <C>
Company's Retention         $ 5,000,000   $10,000,000   $20,000,000   $ 40,000,000
Reinsurer's Per
Occurrence Limit            $ 5,000,000   $10,000,000   $20,000,000   $ 60,000,000
Reinsurer's Annual Limit    $10,000,000   $20,000,000   $40,000,000   $120,000,000
Annual Minimum Premium      $ 1,200,000   $ 1,500,000   $ 1,568,000   $  2,280,000
Premium Rate                    0.57062%      0.71327%      0.74561%       1.08418%
Annual Deposit Premium      $ 1,500,000   $ 1,875,000   $ 1,960,000   $  2,850,000
Quarterly Deposit Premium   $   375,000   $   468,750   $   490,000   $    712,500
</TABLE>

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<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                          ACE Tempest Reinsurance Ltd.
                                Hamilton, Bermuda
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                        REINSTATEMENT PREMIUM PROTECTION
                              REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2005

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

The Subscribing Reinsurer hereby accepts the following percentage shares in the
interests and liabilities of the "Reinsurer" as set forth in the attached
Contract captioned above:

<TABLE>
<S>     <C>
   0%   of the First Reinstatement Premium Protection Reinsurance
20.0%   of the Second Reinstatement Premium Protection Reinsurance
   0%   of the Third Reinstatement Premium Protection Reinsurance
   0%   of the Fourth Reinstatement Premium Protection Reinsurance
</TABLE>

This Agreement shall become effective on June 1, 2005, and shall continue in
force until May 31, 2006, both days inclusive, unless earlier terminated in
accordance with the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Hamilton, Bermuda, this 30th day of September in the year 2005.


                                          /s/ Michael Clarke,
                                          --------------------------------------
                                          Underwriter - U.S.
                                          ACE Tempest Reinsurance Ltd.

                                                                          (LOGO)

                         Our Reference Number 05/PX2844B

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                             AXIS Specialty Limited
                                Pembroke, Bermuda
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                        REINSTATEMENT PREMIUM PROTECTION
                              REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2005

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

The Subscribing Reinsurer hereby accepts the following percentage shares in the
interests and liabilities of the "Reinsurer" as set forth in the attached
Contract captioned above:

<TABLE>
<S>     <C>
50.0%   of the First Reinstatement Premium Protection Reinsurance
50.0%   of the Second Reinstatement Premium Protection Reinsurance
50.0%   of the Third Reinstatement Premium Protection Reinsurance
50.0%   of the Fourth Reinstatement Premium Protection Reinsurance
</TABLE>

This Agreement shall become effective on June 1, 2005, and shall continue in
force until May 31, 2006, both days inclusive, unless earlier terminated in
accordance with the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Pembroke, Bermuda, this 11th day of October in the year 2005.


                                          /s/ Christian Dunleavy,
                                          --------------------------------------
                                          Vice President
                                          AXIS Specialty Limited


                                                                          (LOGO)

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                           Everest Reinsurance Company
                             A Delaware Corporation
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                        REINSTATEMENT PREMIUM PROTECTION
                              REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2005

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

The Subscribing Reinsurer hereby accepts the following percentage shares in the
interests and liabilities of the "Reinsurer" as set forth in the attached
Contract captioned above:

<TABLE>
<S>     <C>
15.0%   of the First Reinstatement Premium Protection Reinsurance
15.0%   of the Second Reinstatement Premium Protection Reinsurance
15.0%   of the Third Reinstatement Premium Protection Reinsurance
15.0%   of the Fourth Reinstatement Premium Protection Reinsurance
</TABLE>

This Agreement shall become effective on June 1, 2005, and shall continue in
force until May 31, 2006, both days inclusive, unless earlier terminated in
accordance with the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

New York, New York, this 31st day of October in the year 2005.


                                        /s/ Bryan Bumsted,
                                        ----------------------------------------
                                        Assistant Manager - Treaty Property
                                        Everest Reinsurance Company

                                                                          (LOGO)

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                          Rosemont Reinsurance Limited
                                Hamilton, Bermuda
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                        REINSTATEMENT PREMIUM PROTECTION
                              REINSURANCE CONTRACT
                            EFFECTIVE: JUNE 1, 2005

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

The Subscribing Reinsurer hereby accepts the following percentage shares in the
interests and liabilities of the "Reinsurer" as set forth in the attached
Contract captioned above:

<TABLE>
<S>     <C>
30.0%   of the First Reinstatement Premium Protection Reinsurance
10.0%   of the Second Reinstatement Premium Protection Reinsurance
30.0%   of the Third Reinstatement Premium Protection Reinsurance
30.0%   of the Fourth Reinstatement Premium Protection Reinsurance
</TABLE>

This Agreement shall become effective on June 1, 2005, and shall continue in
force until May 31, 2006, both days inclusive, unless earlier terminated in
accordance with the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Hamilton, Bermuda, this 28th day of September in the year 2005.


                                        /s/ Steve Velotti,
                                        ----------------------------------------
                                        Senior U.S. Property Underwriter
                                        Rosemont Reinsurance Limited

                                                                          (LOGO)

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                    Munchener Ruckversicherungs-Gesellschaft
                                 Munich, Germany
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                        REINSTATEMENT PREMIUM PROTECTION
                              REINSURANCE CONTRACT
                             EFFECTIVE: JUNE 1, 2005

                         issued to and duly executed by

                         Philadelphia Insurance Company
                            Bala Cynwyd, Pennsylvania
                    Philadelphia Indemnity Insurance Company
                            Bala Cynwyd, Pennsylvania
                                       and
                    any and all other companies which are now
                   or may hereafter become member companies of
                        Philadelphia Insurance Companies

The Subscribing Reinsurer hereby accepts the following percentage shares in the
interests and liabilities of the "Reinsurer" as set forth in the attached
Contract captioned above:

<TABLE>
<S>    <C>
5.0%   of the First Reinstatement Premium Protection Reinsurance
5.0%   of the Second Reinstatement Premium Protection Reinsurance
5.0%   of the Third Reinstatement Premium Protection Reinsurance
5.0%   of the Fourth Reinstatement Premium Protection Reinsurance
</TABLE>

This Agreement shall become effective on June 1, 2005, and shall continue in
force until May 31, 2006, both days inclusive, unless earlier terminated in
accordance with the provisions of the attached Contract.

The Subscribing Reinsurer's share in the attached Contract shall be separate and
apart from the shares of the other reinsurers, and shall not be joint with the
shares of the other reinsurers, it being understood that the Subscribing
Reinsurer shall in no event participate in the interests and liabilities of the
other reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized
representative has executed this Agreement as of the date undermentioned at:

Munich, Germany, this 18th day of January in the year 2006.


                                       /s/ Christine Kaaz,
                                       -----------------------------------------
                                       Property Treaty Assistant Underwriter,
                                       CUGC: Ulrich Seiler, Property Treaty
                                       Underwriter, CUGC
                                       Munchener Ruckversicherungs-Gesellschaft

                                                                          (LOGO)

(STAMP)