<PAGE>

                                                                    Exhibit 10.1

                                                                    (SWISS LOGO)

                             CASUALTY EXCESS OF LOSS
                              REINSURANCE AGREEMENT
                          NO. POR376426-/376428-/376430

                           EFFECTIVE: January 1, 2006

                                     between
                 PHILADELPHIA CONSOLIDATED HOLDING CORPORATION'S
                           following member Companies:
                    PHILADELPHIA INDEMNITY INSURANCE COMPANY
                         PHILADELPHIA INSURANCE COMPANY
                        both of Bala Cynwyd, Pennsylvania

                                       and

                      SWISS REINSURANCE AMERICA CORPORATION
                                Armonk, New York

POR376426-/376428-/376430                                        Revised 9/15/06

<PAGE>

                                                                    (SWISS LOGO)

                  CASUALTY EXCESS OF LOSS REINSURANCE AGREEMENT
                          NO. POR376426-/376428-/376430

<TABLE>
<CAPTION>
ARTICLE   CONTENTS                          PAGE
-------   --------                          ----
<S>       <C>                               <C>
          PREAMBLE                           1
I         BUSINESS COVERED                   1
II        EFFECTIVE DATE AND TERMINATION     2
III       TERRITORY                          2
IV        LIMIT AND RETENTION                3
V         WARRANTY                           4
VI        REINSTATEMENT                      4
VII       ULTIMATE NET LOSS                  5
VIII      LOSS IN EXCESS OF POLICY LIMITS    6
IX        EXTRA CONTRACTUAL OBLIGATIONS      6
X         EXCLUSIONS                         7
XI        SPECIAL ACCEPTANCE                13
XII       LOSS OCCURRENCE                   13
XIII      REINSURANCE PREMIUM               14
XIV       REPORTS AND REMITTANCES           15
XV        CLAIMS                            16
XVI       SALVAGE AND SUBROGATION           17
XVII      TERRORISM EXCESS RECOVERY         17
XVIII     ACCESS TO RECORDS                 19
XIX       TAXES                             19
XX        CURRENCY                          19
XXI       OFFSET                            20
XXII      ERRORS OR OMISSIONS               20
XXIII     DISPUTE RESOLUTION                20
XXIV      INSOLVENCY                        22
XXV       SPECIAL TERMINATION               23
XXVI      AMENDMENTS                        24
          SIGNATURES                        25
</TABLE>

ATTACHMENTS: POLLUTION LIABILITY EXCLUSION CLAUSE - REINSURANCE
             INSOLVENCY FUNDS EXCLUSION CLAUSE
             NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY -
                REINSURANCE  - U.S.A.
             NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY -
                REINSURANCE - CANADA
             NUCLEAR INCIDENT EXCLUSION CLAUSE -
                REINSURANCE - NO. 4

POR376426-/376428-/376430                                        Revised 9/15/06

<PAGE>

                                                                    (SWISS LOGO)

               PHARMACEUTICAL / MEDICAL COMPANY EXCLUSION LISTING

POR376426-/376428-/376430                                        Revised 9/15/06

<PAGE>

                                                                    (SWISS LOGO)

                             CASUALTY EXCESS OF LOSS
                              REINSURANCE AGREEMENT
                          NO. POR376426-/376428-/376430
                  (hereinafter referred to as the "Agreement")

                                     between
                 PHILADELPHIA CONSOLIDATED HOLDING CORPORATION'S
                           following member Companies:
                    PHILADELPHIA INDEMNITY INSURANCE COMPANY
                         PHILADELPHIA INSURANCE COMPANY
                        both of Bala Cynwyd, Pennsylvania
                   (hereinafter referred to as the "Company")

                                       and

                      SWISS REINSURANCE AMERICA CORPORATION
                                Armonk, New York
                  (hereinafter referred to as the "Reinsurer")

ARTICLE I - BUSINESS COVERED

A.   The Reinsurer shall indemnify the Company on an excess of loss basis in
     respect of the Company's Ultimate Net Loss paid by the Company as a result
     of losses occurring during the term of this Agreement, for Policies in
     force as of January 1, 2006, and new and renewal Policies becoming
     effective on or after said date, subject to the terms and conditions
     contained herein.

B.   This Agreement is solely between the Company and the Reinsurer, and nothing
     contained in this Agreement shall create any obligations or establish any
     rights against the Reinsurer in favor of any person or entity not a party
     hereto.

C.   The performance of obligations by both parties under this Agreement shall
     be in accordance with a fiduciary standard of good faith and fair dealing.

D.   The term "Policies" shall mean each of the Company's binders, policies and
     contracts of insurance on the business covered hereunder.

E.   Under this Agreement, the indemnity for reinsured loss applies only to the
     following Classes of Insurance, except as excluded under Article X-
     Exclusions of this Agreement.


POR376426-/376428-/376430               1                       Revised 09/15/06

<PAGE>

                                                                    (SWISS LOGO)

CLASSES OF INSURANCE

     1.   Automobile Liability:

          Bodily Injury Liability, Property Damage Liability, Medical Payments,
          Uninsured Motorists, Underinsured Motorists and No-Fault Coverage.

     2.   Liability Other Than Automobile:

          Bodily Injury Liability, Property Damage Liability, Personal and
          Advertising Injury Liability, and Medical Payments Coverage when
          written as part of a Commercial or Personal Package Policy or on a
          monoline basis. However, Advertising Injury Liability shall only apply
          to this Agreement when written as part of a Commercial Package Policy
          or a Commercial General Liability Coverage Form.

     3.   Commercial Umbrella Liability.

     4.   Professional Liability:

          Director's and Officers Liability for For Profit and Not for Profit
          risks, Miscellaneous Errors and Omissions Liability, Lawyers
          Professional Liability, Accountants Professional Liability, Dentists
          Professional Liability, Insurance Agents Professional Liability,
          Miscellaneous Professional Liability, Employment Practices Liability.

ARTICLE II - EFFECTIVE DATE AND TERMINATION

A.   This Agreement shall apply to losses occurring within the period commencing
     12:01 a.m., Eastern Standard Time, January 1, 2006, and ending 12:01 a.m.,
     Eastern Standard Time, January 1, 2007.

B.   During the running of such notice as stipulated in Paragraph A. above, the
     Reinsurer shall participate in business coming within the terms of this
     Agreement until the date of termination of this Agreement.

C.   Upon termination of this Agreement, the Reinsurer shall be liable for
     losses occurring prior to the date of termination; however, the Reinsurer
     shall have no liability for losses occurring subsequent to the termination
     of this Agreement.

ARTICLE III - TERRITORY

This Agreement applies to Policies issued by the Company within the United
States of America, its territories and possessions, and Canada and shall apply
to losses covered hereunder wherever occurring.


POR376426-/376428-/376430               2                       Revised 09/15/06

<PAGE>

                                                                    (SWISS LOGO)

ARTICLE IV - LIMIT AND RETENTION

A.   The limits and retentions provided under this Agreement are set forth in
     the following Parts I, II and III:

     Part I - First Excess of Loss (Accounting Code No. POR376426)

     The Company shall retain the first $2,000,000 of Ultimate Net Loss as
     respects any one Loss Occurrence. The Reinsurer shall then be liable for
     the amount by which the Company's Ultimate Net Loss exceeds the Company's
     retention of $2,000,000, but the liability of the Reinsurer shall never
     exceed $3,000,000 with respect to any one Loss Occurrence. However, in no
     event shall the liability of the Reinsurer arising out of Act(s) of
     Terrorism exceed $3,000,000 during the term of this Agreement.

     Part II - Second Excess of Loss (Accounting Code No POR376428)

     The Company shall retain the first $5,000,000 of Ultimate Net Loss as
     respects any one Loss Occurrence. The Reinsurer shall then be liable for
     the amount by which the Company's Ultimate Net Loss exceeds the Company's
     retention of $5,000,000, but the liability of the Reinsurer shall never
     exceed $5,000,000 with respect to any one Loss Occurrence. However, in no
     event shall the liability of the Reinsurer arising out of Act(s) of
     Terrorism exceed $5,000,000 during the term of this Agreement.

     Part III - Third Excess of Loss (Accounting Code No. POR376430)

     The Company shall retain the first $10,000,000 of Ultimate Net Loss as
     respects any one Loss Occurrence. The Reinsurer shall then be liable for
     the amount by which the Company's Ultimate Net Loss exceeds the Company's
     retention of $10,000,000, but the liability of the Reinsurer shall never
     exceed $10,000,000 with respect to any one Loss Occurrence. However, in no
     event shall the liability of the Reinsurer arising out of Act(s) of
     Terrorism exceed $10,000,000 during the term of this Agreement.

B.   The Company's retention and the Reinsurer's limit of liability for each
     Loss Occurrence, set forth in Parts I, II and III above, shall apply
     irrespective of the number of Policies affected or number of hazards in one
     Policy and regardless of the number of Classes of Insurance involved.

C.   Reinsurance of the Company's retention, set forth above, shall not be
     deducted in arriving at the Company's Ultimate Net Loss herein.

D.   An "Act of Terrorism" for purposes of this Agreement shall mean:


POR376426-/376428-/376430               3                       Revised 09/15/06

<PAGE>

                                                                    (SWISS LOGO)

     1.   Any actual or threatened violent act or act harmful to human life,
          tangible or intangible property or infrastructure directed towards or
          having the effect of (a) influencing or protesting against any de jure
          or de facto government or policy thereof, (b) intimidating, coercing
          or putting in fear a civilian population or section thereof for the
          purpose of establishing or advancing a specific ideological, religious
          or political system of thought, perpetrated by a specific individual
          or group directly or indirectly through agents acting on behalf of
          said individual or group or (c) retaliating against any country for
          direct or vicarious support by that country of any other government or
          political system.

     2.   Any act declared pursuant to the Terrorism Risk Insurance Act of 2002,
          as amended, shall also be considered an "Act of Terrorism" for
          purposes of this Agreement.

ARTICLE V - WARRANTY

A.   It is warranted, or so deemed, that Casualty reinsurance is in effect for
     all policies issued by or on behalf of the Company with limits greater than
     $1,000,000 per occurrence or per claim made. It is also warranted, or so
     deemed, that the Company has in effect an Insurance Company Errors and
     Omissions policy with a limit of $10,000,000 and a retention /deductible of
     $1,000,000. This insurance, or reinsurance, whether collectible or not, and
     retention/deductible, shall be maintained until all losses reinsured under
     this Agreement are fully discharged and shall inure to the benefit of the
     reinsurer.

B.   It is further warranted that Policies subject to this Agreement with
     inuring coverage as deemed above, shall not exceed a combined limit for
     both the Primary Policy and Umbrella Policy of $11,000,000 per occurrence,
     or so deemed.

C.   The maximum policy period on business covered by this Agreement is one year
     plus odd time, not to exceed 120 days.

ARTICLE VI - REINSTATEMENT

A.   Each claim hereunder reduces the amount of indemnity from the time of
     occurrence of the loss by the sum paid, but any amount so exhausted is
     hereby reinstated from the time the Loss Occurrence commences hereon.

B.   For each amount so reinstated the Company agrees to pay an additional
     premium calculated at pro rata of the annual premium hereon, being pro rata
     only as to the fraction of the limit of liability of this Agreement (i.e.,
     the fraction of $3,000,000 as respects Part I and $5,000,000 as respects
     Part II and $10,000,000 as respects Part III) so reinstated and 100% as to
     the term.


POR376426-/376428-/376430               4                       Revised 09/15/06

<PAGE>

                                                                    (SWISS LOGO)

C.   Nevertheless, the Reinsurer's liability hereunder shall never exceed
     $3,000,000 as respects Part I and $5,000,000 as respects Part II and
     $10,000,000 as respects Part III in respect of any one Loss Occurrence and
     shall be further limited in all during the term of this Agreement to
     $6,000,000 as respects Part I and $10,000,000 as respects Part II and
     $20,000,000 as respects Part III.

ARTICLE VII - ULTIMATE NET LOSS

A.   The term "Ultimate Net Loss" shall mean the actual sum paid by the Company
     in settlement of losses or liability including interest accrued prior to
     judgment after making deductions for all recoveries, including subrogation,
     salvages, and claims upon other reinsurances, whether collectible or not,
     which inure to the benefit of the Reinsurer under this Agreement, and shall
     include Loss Adjustment Expenses incurred by the Company; provided,
     however, that in the event of the insolvency of the Company, Ultimate Net
     Loss shall mean the amount of loss and Loss Adjustment Expenses for which
     the Company is liable, and payment by the Reinsurer shall be made to the
     liquidator, receiver, conservator or statutory successor of the Company in
     accordance with the provisions of Article XXIV- Insolvency of this
     Agreement.

B.   The term "Ultimate Net Loss" shall include 90% of Loss In Excess of Policy
     Limits and 90% of Extra Contractual Obligations, as defined herein, but
     only as respects business covered under this Agreement.

C.   The term "Loss Adjustment Expenses" shall mean all expenses incurred by the
     Company in connection with the investigation, settlement, defense or
     litigation, including court costs and post-judgment interest, of any claim
     or loss covered by the Policies reinsured under this Agreement, and shall
     include Declaratory Judgment Expenses. However, the term "Loss Adjustment
     Expenses" shall not include the salaries and expenses of Company employees,
     office expenses and other overhead expenses.

D.   The term "Declaratory Judgment Expenses" shall mean all legal expenses,
     incurred in the representation of the Company in litigation brought to
     determine the Company's defense and/or indemnification obligations, that
     are allocable to any specific claim or loss applicable to Policies subject
     to this Agreement. In addition, the Company shall promptly notify the
     Reinsurer of any Declaratory Judgment Expenses subject to this Agreement.

E.   All recoveries, salvages or payments recovered or received subsequent to a
     loss settlement under this Agreement shall be applied as if recovered or
     received prior to the aforesaid settlement and all necessary adjustments to
     the loss settlement shall be made by the parties hereto.


POR376426-/376428-/376430               5                       Revised 09/15/06

<PAGE>

                                                                    (SWISS LOGO)

F.   Nothing in this Article shall be construed to mean that losses are not
     recoverable hereunder until the Ultimate Net Loss of the Company has been
     ascertained.

ARTICLE VIII - LOSS IN EXCESS OF POLICY LIMITS

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

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

C.   For the purposes of this Article, the word "loss" shall mean any amounts
     which the Company would have been contractually liable to pay had it not
     been for the limit of the original Policy.

D.   With respect to coverage provided under this Article, recoveries from any
     insurance or reinsurance other than this Agreement shall be deducted to
     arrive at the amount of the Company's Ultimate Net Loss.

ARTICLE IX - EXTRA CONTRACTUAL OBLIGATIONS

A.   "Extra Contractual Obligations" are defined as those liabilities not
     covered under any other provision of this Agreement and which arise from
     the handling of any claim on business covered hereunder, such liabilities
     arising because of, but not limited to, the following: failure by the
     Company to settle within the Policy limit, or by reason of alleged or
     actual negligence, fraud or bad faith in rejecting an offer of settlement
     or in the preparation of the defense or in the trial of any action against
     its insured or in the preparation or prosecution of an appeal consequent
     upon such action.

B.   The date on which an Extra Contractual Obligation is incurred by the
     Company shall be deemed, in all circumstances, to be the date of the
     original accident, casualty, disaster or loss occurrence.


POR376426-/376428-/376430               6                       Revised 09/15/06

<PAGE>

                                                                    (SWISS LOGO)

C.   However, coverage hereunder as respects Extra Contractual Obligations shall
     not apply where the loss has been incurred due to the fraud of a member of
     the Board of Directors or a corporate officer of the Company acting
     individually or collectively or in collusion with any individual or
     corporation or any other organization or party involved in the
     presentation, defense or settlement of any claim covered hereunder.

D.   Recoveries, collectibles or retention from any other form of insurance or
     reinsurance including deductibles or self-insured retention which protect
     the Company against Extra Contractual Obligations shall inure to the
     benefit of the Reinsurer and shall be deducted from the total amount of
     Extra Contractual Obligations for purposes of determining the loss
     hereunder.

E.   If any provision of this Article shall be rendered illegal or unenforceable
     by the laws, regulations or public policy of the of any state, such
     provision shall be considered void in such state, but this shall not affect
     the validity or enforceability of any other provision of this Article or
     the enforceability of such provision in any other jurisdiction.

ARTICLE X- EXCLUSIONS

THIS AGREEMENT DOES NOT COVER:

A.   THE FOLLOWING GENERAL CATEGORIES

     1.   Ex-gratia payments.

     2.   Risks subject to a deductible or a self-insured retention excess of
          $250,000.

     3.   Loss or damage caused directly or indirectly by: (a) enemy attack by
          armed forces including action taken by military, naval or air forces
          in resisting an actual or an immediately impending enemy attack; (b)
          invasion; (c) insurrection; (d) rebellion; (e) revolution; (f)
          intervention; (g) civil war; and (h) usurped power.

     4.   Reinsurance assumed by the Company.

     5.   Business derived from any Pool, Association, including Joint
          Underwriting Association, Syndicate, Exchange, Plan, Fund or other
          facility directly as a member, subscriber or participant, or
          indirectly by way of reinsurance or assessments; provided this
          exclusion shall not apply to Automobile or Workers Compensation
          assigned risks which may be currently or subsequently covered
          hereunder.


POR376426-/376428-/376430               7                       Revised 09/15/06

<PAGE>

                                                                    (SWISS LOGO)

     6.   Pollution Liability as per the attached Pollution Liability Exclusion
          Clause - Reinsurance.

     7.   Insolvency Funds as per the attached Insolvency Funds Exclusion
          Clause.

     8.   Nuclear Incident Exclusion Clauses which are attached and made part of
          this Agreement:

          a.   Nuclear Incident Exclusion Clause - Liability - Reinsurance -
               U.S.A.

          b.   Nuclear Incident Exclusion Clause - Liability - Reinsurance -
               Canada.

          c.   Nuclear Incident Exclusion Clause - Reinsurance - No. 4.

     9.   Any actual or alleged liability whatsoever for any claim or claims in
          respect of loss or losses, directly or indirectly arising out of,
          resulting from, or in consequence of asbestos, in whatever form or
          quantity.

     10.  Any liability, loss, cost or expense of whatsoever nature directly or
          indirectly caused by, contributed to by, resulting from, arising out
          of or in connection with the use or release, or threat thereof, of any
          nuclear weapon or device or chemical or biological agent, regardless
          of any other cause or event contributing concurrently or in any other
          sequence to the loss.

     11.  Policies covering the liability of any original insured whose annual
          gross revenue, sales or receipts exceed $5,000,000,000.

B.   THE FOLLOWING INSURANCE COVERAGES

     1.   Fiduciary Liability except as respects Non Profits and private For
          Profit entities other than financial institutions.

     2.   Fidelity and Surety except as respects Non Profits and private For
          Profit entities other than financial institutions.

     3.   Credit and Financial Guarantee.

     4.   Securities and Exchange Liability.

     5.   Retroactive coverage.

     6.   Personal Excess or Umbrella Liability.


POR376426-/376428-/376430               8                       Revised 09/15/06

<PAGE>

                                                                    (SWISS LOGO)

     7.   Medical Malpractice for Doctors, Physicians, Surgeons, Nurses,
          Hospitals and Clinics. This does not apply to medical professionals
          when written in the Company's Human Services Program or for other non
          profit entities when the professionals are not directly employed by
          the entity and who maintain an underlying medical professional
          liability policy with limits of 1,000,000/3,000,000 which is primary
          to the Company's insured policy, or so deemed.

     8.   Advertisers,' Broadcasters' and Telecasters' Liability as respects
          Personal Injury Liability except as provided under Commercial Package
          Policies or Commercial General Liability Coverage Forms.

     9.   Liquor Law Liability when written as such, except Host Liquor Law
          Liability.

     10.  Kidnap, Extortion and Ransom Liability.

     11.  Boiler and Machinery Insurance.

     12.  Protection and Indemnity (Ocean Marine) when written as such.

     13.  Workers Compensation.

     14.  Business classified by the Company as Primary Rental Liability,
          Supplemental Liability, Residual Value or GAAP Liability.

     15.  New and Renewal business classified by the Company as Nursing Home or
          Assisted Living General Liability or Professional Liability. However,
          this exclusion shall not apply if the Company is required by the
          applicable regulatory authority(ies) to renew any insured(s) policy.

     16.  Products recall, Products integrity or Products impairment.

C.   THE FOLLOWING RISKS AS RESPECTS AUTOMOBILE LIABILITY

     1.   Vehicles used in or while in practice or preparation for, a
          prearranged racing, speed, exhibition or demolition contest.

     2.   All vehicles classified as "Public Automobiles" except church buses,
          social service agency automobiles, van pools and vehicles used for the
          transportation of employees.

     3.   Fire, police, emergency or municipal vehicles except when written as
          part of the Company's Municipality program.

     4.   Motorcycles except when written as part of the Company's Motorcycle
          School program and Municipality program, but not when operated on
          public roads.


POR376426-/376428-/376430               9                       Revised 09/15/06

<PAGE>

                                                                    (SWISS LOGO)

     5.   The rental or leasing of vehicles to others.

     6.   Logging trucks.

     7.   Vehicles regularly used to haul property of others and operating
          beyond a 200 mile radius.

     8.   Newspaper delivery trucks.

     9.   Vehicles engaged in the transportation or distribution of fireworks,
          fuses, explosives, ammunitions, natural or artificial fuel, gas, or
          liquefied petroleum gases or gasoline.

D.   THE FOLLOWING AS RESPECTS LIABILITY OTHER THAN AUTOMOBILE

     1.   Risks involving known exposure to the following substances:

          a.   dioxin.

          b.   polychlorinated biphenols.

          c.   lead.

          d.   silica.

     2.   Liability as respects Products and Completed Operations:

          a.   The manufacture, labeling or re-labeling, importation or
               wholesale distribution of:

               (i)  Drugs or pharmaceuticals.

               (ii) Cosmetics.

               (iii) Herbicides, insecticides or pesticides.

               (iv) Petrochemical or electrical equipment used for heating,
                    lighting or cooking.

               (v)  Industrial or toxic chemicals.

               (vi) Valves, gaskets or seals of a hydraulic, petrochemical or
                    high pressure nature.

               (vii) Medical supplies.

               (viii) Heavy machinery and equipment.

               (ix) Power tools.

               (x)  Medical equipment used for diagnostic or life sustaining
                    purposes.

          b.   The manufacture or importing of motorized or self-propelled
               vehicles and equipment.

          c.   The manufacturing, importing, packing, canning, bottling or
               processing of foodstuffs.

          d.   The blending, mixing, processing or importing of animal feed.

          e.   The manufacture, sale, distribution, handling, servicing or
               maintenance of aircraft, aerospacecraft, missiles, satellites or
               any component or components thereof.

          f.   Exterior installation finishing systems (EIFS) or synthetic
               stucco manufacturing, importation, or installation.


POR376426-/376428-/376430               10                      Revised 09/15/06

<PAGE>

                                                                    (SWISS LOGO)

          g.   Any insured contractors' or developers' operations which are
               involved in the new construction of apartments, condominiums,
               cooperatives, town houses or single family dwellings in Arizona,
               California, Colorado, Hawaii, Nevada, South Carolina, Utah or
               Washington.

     3.   Ownership, operation or use of vessels exceeding 58 feet in length.

     4.   All railway operations except sidetrack agreements.

     5.   Amusement parks, carnivals or circuses.

     6.   Public assembly exposure in excess of 10,000 seating capacity or
          admissions per event, per building or stadium; however, this exclusion
          does not apply to walk-a-thons, bicycle races or similar events.

     7.   Public Gas, electric, and water utility companies.

     8.   Subaqueous operations.

     9.   Mining.

     10.  Blasting operations.

     11.  Demolition of buildings or structures in excess of two stories.

     12.  Shoring, underpinning or moving of buildings or structures.

     13.  Manufacture, sale, rental, lease, erection or repair of scaffolds.

     14.  Construction of bridges, tunnels or dams.

     15.  a.   Manufacturers or importers of fireworks, fuses, or any substance,
               as defined and noted below, intended for use as an explosive.

          b.   Loading of fireworks, fuses, or any explosive substance defined
               below into containers for use as explosive objects, propellant
               charges or detonation devices and the storage thereof.

          c.   Manufacturers or importers of any product in which fireworks,
               fuses, or any explosive substance defined below is an ingredient.

          d.   Handling, storage, transportation or use of fireworks, fuses, or
               any explosive substance defined below.


POR376426-/376428-/376430               11                      Revised 09/15/06

<PAGE>

                                                                    (SWISS LOGO)

          NOTE: An explosive substance is defined as any substance manufactured
          for the express purpose of exploding as differentiated from
          commodities used industrially and which are only incidentally
          explosive.

     16.  Manufacture, production, refining, storage, wholesale distribution or
          transportation of natural or artificial fuel, gas, butane, propane or
          liquefied petroleum gases or gasoline.

     17.  Onshore and offshore gas and oil drilling operations.

     18.  Ownership, maintenance or use of any airport or aircraft, including
          fueling, or any device or machine intended for and/or aiding in the
          achievement of atmospheric flight, projection or orbit.

     19.  Municipalities with populations over 75,000.

     20.  Liability as respects companies identified in the attached
          Pharmaceutical / Medical Company Exclusion Listing, including all
          affiliates and subsidiaries thereof.

E.   Those exclusions set forth under Items 5. and 16. of Section D. shall not
     apply if the exposure is incidental to the regular operations of the
     insured covered hereunder. An exposure shall be considered incidental if it
     comprises 15% or less of the insured's exposure base.

F.   In the event the Company is inadvertently bound on any risk which is
     excluded under this Agreement and identified below, the reinsurance
     provided under this Agreement shall apply to such risk until discovery by
     the Company within its Home Office of the existence of such risk and for 30
     days thereafter, and shall then cease unless within the 30 day period, the
     Company has received from the Reinsurer written notice of its approval of
     such risk:

     1.   As respects Automobile Liability:

          Items 2. through 9. of Section C.

     2.   As respects Liability Other Than Automobile:

          Items 2. through 19. of Section D.


POR376426-/376428-/376430               12                      Revised 09/15/06

<PAGE>

                                                                    (SWISS LOGO)

ARTICLE XI - SPECIAL ACCEPTANCE

Policies which are beyond the terms, conditions or limitations of this Agreement
may be submitted to the Reinsurer for special acceptance hereunder; and such
Policies, if accepted in writing by the Reinsurer, shall be subject to all of
the terms, conditions and limitations of this Agreement, except as modified by
the special acceptance. Premiums and losses derived from any special acceptance
shall be included with other data for rating purposes under this Agreement.

ARTICLE XII - LOSS OCCURRENCE

The provisions under this Article are set forth in the following Parts I, II and
III:

Part I - As respects Policies written on an occurrence basis:

The term "Loss Occurrence" shall mean any accident or occurrence or series of
accidents or occurrences arising out of any one event and happening within the
term and scope of this Agreement. Without limiting the generality of the
foregoing, the term "Loss Occurrence" shall be held to include:

A.   As respects Products Bodily Injury and Products Property Damage Liability,
     injuries to all persons and all damage to property of others occurring
     during a Policy Period and proceeding from or traceable to the same
     causative agency shall be deemed to arise out of one Loss Occurrence, and
     the date of such Loss Occurrence shall be deemed to be the commencing date
     of the Policy Period. For the purpose of this provision, each annual period
     of a Policy which continues in force for more than one year shall be deemed
     to be a separate Policy Period.

B.   As respects Bodily Injury Liability (other than Automobile and Products),
     said term shall also be understood to mean, as regards each original
     assured, injuries to one or more than one person resulting from infection,
     contagion, poisoning, or contamination proceeding from or traceable to the
     same causative agency.

C.   As respects Property Damage Liability (other than Automobile and Products),
     said term shall also, subject to Provisions 1. and 2. below, be understood
     to mean loss or losses caused by a series of operations, events, or
     occurrences arising out of operations at one specific site and which cannot
     be attributed to any single one of such operations, events or occurrences,
     but rather to the cumulative effect of the same. In assessing each and
     every Loss Occurrence within the foregoing definition, it is understood and
     agreed that:

     1.   the series of operations, events or occurrences shall not extend over
          a period longer than 12 consecutive months; and


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     2.   the Company may elect the date on which the period of not exceeding 12
          consecutive months shall be deemed to have commenced.

     In the event that the series of operations, events or occurrences extend
     over a period longer than 12 consecutive months, then each consecutive
     period of 12 months, the first of which commences on the date elected under
     2. above, shall form the basis of claim under this Agreement.

Part II - As respects Policies written on a claims made basis:

A.   The term "Loss Occurrence" shall mean each claim or series of claims made
     to the Company or the insured, during the term of this Agreement arising
     out of one casualty or event.

B.   As respects a Loss Occurrence involving one or more Policies written on a
     claims made basis, the date of Loss Occurrence for purposes of reinsurance,
     shall be considered the earliest date when notice of claims is first
     received and recorded by the Company or the insured, and any related claims
     reported subsequent to such date shall be included in such loss. However,
     if notice of claims is first received and recorded by the Company or the
     insured, during an Extended Reporting Period, the date of occurrence shall
     be deemed to be the last day of the Policy period.

Part III - As respects loss occurrence and claims-made Policies involved in the
same Loss Occurrence:

As respects a Loss Occurrence involving one or more Policies written on an
occurrence basis and one or more Policies written on a claims made basis, it is
understood that the earliest date on which bodily injury or property damage
occurs, and any related claims reported subsequent to such date shall be
included in such loss whether they are covered under occurrence or claims-made
Policies.

ARTICLE XIII - REINSURANCE PREMIUM

A.   The Company shall pay to the Reinsurer a premium for the reinsurance
     provided under the First, Second and Third Excess of Loss Layers at the
     rates set forth in Paragraph B. below. Such rates shall be applied to the
     Company's Subject Earned Premium for the term of this Agreement.


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B.   A deposit premium for each layer set forth below, shall be payable by the
     Company to the Reinsurer in four equal installments each due January 1,
     April 1, July 1 and October 1. Within 60 days after the termination of this
     Agreement, the Company shall render a statement to the Reinsurer showing
     the actual reinsurance premiums due hereunder. If such premium calculations
     differ from the deposit previously paid, the debtor party shall pay the
     outstanding balance within 60 days after the termination of this Agreement.
     However, in no event shall the adjusted premium be less than the minimum
     premium for each layer, set forth below.

<TABLE>
<CAPTION>
                               Deposit     Minimum   Quarterly
                      Rate     Premium     Premium    Deposit
                      ----   ----------   --------   ---------
<S>                   <C>    <C>          <C>        <C>
First Excess Layer    .06%   $  510,000   $408,000   $127,500
Second Excess Layer   .07%   $  595,000   $476,000   $148,750
Third Excess Layer    .13%   $1,105,000   $884,000   $276,250
</TABLE>

C.   The term "Subject Earned Premium" as used herein is equal to the sum of the
     Net Premiums Written on the business covered hereunder during the period
     under consideration, plus the unearned premium reserve as respects premiums
     in force at the beginning of such period, less the unearned premium reserve
     as respects premiums in force at the end of the period, said unearned
     premium is to be calculated on an actual daily basis or in accordance with
     the Company's methodology, as agreed.

D.   The term "Net Premiums Written" shall mean gross premiums written less
     returns, allowances and reinsurances which inure to the benefit of the
     Reinsurer.

ARTICLE XIV - REPORTS AND REMITTANCES

A.   The Company shall furnish the Reinsurer with all necessary data respecting
     premiums and losses for as long as one of the parties hereto has a claim
     against the other arising from this Agreement.

B.   All checks and supporting documentation shall be sent via wire transfer to
     the Reinsurer through one of the options set forth below:

          a.   WIRE TRANSFER

               (i)  All wires should be sent to:

                    The Bank of New York
                    1 Wall Street
                    New York, NY 10286
                    Account Name: Swiss Reinsurance America Corporation
                    Account Number: 8900489197
                    ABA Number: 021000018 (SWIFT: IRVTUS3N)


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               (ii) All supporting documentation should be sent to:
                    Swiss Reinsurance America Corporation
                    Accounting Department
                    175 King Street
                    Armonk, NY 10504

          b.   LOCK BOX

               Both checks and supporting documentation shall be sent to:

               Swiss Reinsurance America Corporation
               P.O. Box 7247-7281
               Philadelphia, PA 19170-7281

C.   Payment by the Reinsurer of its portion of loss and Loss Adjustment
     Expenses paid by the Company shall be made by the Reinsurer to the Company
     within 15 days after proof of payment is received by the Reinsurer.

ARTICLE XV - CLAIMS

A.   The Company shall promptly notify the Reinsurer of each claim which may
     involve the reinsurance provided hereunder and of all subsequent
     developments relating thereto, stating the amount claimed and estimate of
     the Company's Ultimate Net Loss and Loss Adjustment Expenses.
     Notwithstanding the provisions set forth in any other Article herein,
     prompt notification of loss shall be considered a condition precedent to
     liability under this Agreement.

B.   The Company shall advise the Reinsurer of all claims which:

     1.   Are reserved by the Company for an amount in excess of 50% of its
          retention;

     2.   Originate from fatal injuries;

     3.   Originate from the following kinds of bodily injury:

          a.   Brain injuries resulting in impairment of physical function;

          b.   Spinal injuries resulting in a partial or total paralysis of
               upper or lower extremities;

          c.   Amputation or permanent loss of use of upper or lower
               extremities;

          d.   Severe burn injuries;

          e.   Loss of sight in one or both eyes;


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          f.   All other injuries likely to result in a permanent disability
               rate of 50% or more.

     4.   Any action alleging Extra Contractual Obligations against the Company.

     5.   Any Declaratory Judgment action brought by or against the Company.

     6.   Any judgment against an insured for an amount in excess of the
          Company's policy limit.

C.   The Company shall have the responsibility to investigate, defend or
     negotiate settlements of all claims and lawsuits related to Policies
     written by the Company and reinsured under this Agreement. The Reinsurer,
     at its own expense, may associate with the Company in the defense or
     control of any claim, suit or other proceeding which involves or is likely
     to involve the reinsurance provided under this Agreement, and the Company
     shall cooperate in every respect in the defense of any such claim, suit or
     proceeding.

ARTICLE XVI - SALVAGE AND SUBROGATION

A.   In the event of the payment of any indemnity by the Reinsurer under this
     Agreement, the Reinsurer shall be subrogated, to the extent of such
     payment, to all of the rights of the Company against any person or entity
     legally responsible for damages of the loss. The Company agrees to enforce
     such rights; but, in case the Company refuses or neglects to do so, the
     Reinsurer is hereby authorized and empowered to bring any appropriate
     action in the name of the Company or their policyholders or otherwise to
     enforce such rights.

B.   From any amount recovered by subrogation, salvage or other means, there
     shall first be deducted the expenses incurred in effecting the recovery.
     The balance shall then be used to reimburse the excess carriers in the
     inverse order to that in which their respective liabilities attached,
     before being used to reimburse the Company for its primary loss.

ARTICLE XVII - TERRORISM EXCESS RECOVERY

A.   For purposes of this Article:

     1.   "Act" shall mean the Terrorism Risk Insurance Act of 2002, any
          amendments thereto and any regulations promulgated thereunder.

     2.   "Affiliate," "Insured Losses," and "Program Year" shall have the
          meanings provided in the Act.

     3.   "Company" shall include the Company and all affiliates.


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B.   This reinsurance shall not apply to any fines, civil penalties or
     surcharges assessed pursuant to the Act.

C.   To the extent that the Company allocates Insured Losses and/or federal
     assistance under the Act among affiliates, claims, contracts or otherwise
     in any manner which impacts the reinsurance provided hereunder, the Company
     shall apply a reasonable allocation method acceptable to the Reinsurer.

D.   To the extent that an Insured Loss is otherwise payable hereunder, the
     reinsurance provided by this Agreement shall apply only to the portion of
     liability, loss, cost and/or expense retained by the Company net of any
     federal assistance pursuant to the Act. For each Program Year, the
     liability of the Reinsurer for Insured Losses under this Agreement shall be
     reduced by the ratio that the financial assistance under the Act allocated
     to Policies subject to this Agreement bears to the Company's total Insured
     Losses subject to this Agreement. If the Company does not make such
     allocation, the liability of the Reinsurer for Insured Losses in any
     Program Year under this Agreement shall be reduced by the ratio that the
     financial assistance available to the Company under the Act for that
     Program Year bears to the Company's total Insured Losses for the same
     Program Year.

E.   The parties recognize that, for any Program Year, the Reinsurer may without
     waiver of the foregoing Paragraphs make payments for Insured Losses which,
     together with available financial assistance under the Act and the Company
     retentions and/or deductibles hereunder, exceed the Company's Insured
     Losses. In such event, the Reinsurer's proportional share of all such
     excess recovery (hereafter "Reinsurer's Excess Share") shall inure to the
     benefit of the Reinsurer. All excess recovery described in this Paragraph
     shall be allocated to the Reinsurer and the Company in proportion to the
     respective liability of each for Insured Losses, net of federal assistance
     under the Act, salvage, subrogation and other similar recoveries, as
     applicable.


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F.   In the event of a Reinsurer's Excess Share, the Company shall:

     1.   Promptly pay the Reinsurer's Excess Share to the Reinsurer; or

     2.   Upon request of the Reinsurer at any time and at the Reinsurer's sole
          discretion, instead assign to the Reinsurer its rights to recover
          directly from the federal government any portion of Reinsurer's Excess
          Share not already paid to the Reinsurer. The Company shall cooperate
          with and assist the Reinsurer, at its own expense, to the extent
          reasonably necessary for the Reinsurer to exercise those rights. If
          the Reinsurer is unable, for any reason, to exercise any right
          assigned to it by the Company pursuant to this Article, the Company
          shall pay the Reinsurer's Excess Share to the Reinsurer as if no
          assignment had taken place to the extent that the Company has not been
          deemed to have forfeited the right to financial assistance under the
          Act by virtue of the attempted assignment.

G.   In the event of an Insured Loss, the Company shall provide the Reinsurer
     with a monthly report detailing claim settlement activities and financial
     assistance under the Act. Calculations for each Program Year shall continue
     to be made until the settlement of all Insured Losses covered hereunder.

ARTICLE XVIII - ACCESS TO RECORDS

The Reinsurer or its duly authorized representatives shall have the right to
examine, at the offices of the Company at a reasonable time, during the currency
of this Agreement or anytime thereafter, all books and records of the Company
relating to business which is the subject of this Agreement.

ARTICLE XIX - TAXES

The Company shall be liable for all taxes on premiums paid to the Reinsurer
under this Agreement, except income or profit taxes of the Reinsurer, and shall
indemnify and hold the Reinsurer harmless for any such taxes which the Reinsurer
may become obligated to pay to any local, state or federal taxing authority.

ARTICLE XX - CURRENCY

Wherever the word "dollars" or the "$" symbol is used in this Agreement, it
shall mean dollars of the United States of America, excepting in those cases
where the Policy is issued by the Company in Canadian dollars, in which case it
shall mean dollars of Canada. In the event the Company is involved in a loss
requiring payment in United States and Canadian currency, the Company's
retention and the limit of liability of the Reinsurer shall be apportioned
between the two currencies in the


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                                                                    (SWISS LOGO)

same proportion as the amount of net loss in each currency bears to the total
amount of net loss paid by the Company. For the purposes of this Agreement,
where the Company receives premiums or pays losses in currencies other than
United States or Canadian currency, such premiums and losses shall be converted
into United States dollars at the actual rates of exchange at which the premiums
and losses are entered in the Company's books.

ARTICLE XXI - OFFSET

Each party to this Agreement together with their successors or assigns shall
have and may exercise, at any time, the right to offset any balance or balances
due the other (or, if more than one, any other). Such offset may include
balances due under this Agreement and any other agreements heretofore or
hereafter entered into between the parties regardless of whether such balances
arise from premiums, losses or otherwise, and regardless of capacity of any
party, whether as assuming insurer and/or ceding insurer, under the various
agreements involved, provided however, that in the event of insolvency of a
party hereto, offsets shall only be allowed in accordance with the provisions of
Section 7427 of the Insurance Law of the State of New York to the extent such
statute or any other applicable law, statute or regulation governing such offset
shall apply.

ARTICLE XXII - ERRORS OR OMISSIONS

Errors or omissions of an administrative nature on the part of the Company shall
not invalidate the reinsurance under this Agreement, provided such errors or
omissions are corrected promptly after discovery thereof; but the liability of
the Reinsurer under this Agreement or any exhibits, addenda, or endorsements
attached hereto shall in no event exceed the limits specified herein nor be
extended to cover any risks, perils, lines of business or classes of insurance
generally or specifically excluded herein.

ARTICLE XXIII - DISPUTE RESOLUTION

Part I - Choice Of Law And Forum

Any dispute arising under this Agreement shall be resolved in the State of
Pennsylvania, and the laws of the State of Pennsylvania shall govern the
interpretation and application of this Agreement.

Part II - Mediation

If a dispute between the Company and the Reinsurer, arising out of the
provisions of this Agreement or concerning its interpretation or validity and
whether arising before or after termination of this Agreement has not been
settled through negotiation, both parties agree


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<PAGE>

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to try in good faith to settle such dispute by nonbinding mediation, before
resorting to arbitration.

Part III - Arbitration

A.   Resolution of Disputes - As a condition precedent to any right of action
     arising hereunder, any dispute not resolved by mediation between the
     Company and the Reinsurer arising out of the provisions of this Agreement
     or concerning its interpretation or validity, whether arising before or
     after termination of this Agreement, shall be submitted to arbitration in
     the manner hereinafter set forth.

B.   Composition of Panel - Unless the parties agree upon a single arbitrator
     within 15 days after the receipt of a notice of intention to arbitrate, all
     disputes shall be submitted to an arbitration panel composed of two
     arbitrators and an umpire chosen in accordance with Paragraph C. hereof.

C.   Appointment of Arbitrators - The members of the arbitration panel shall be
     chosen from persons knowledgeable in the insurance and reinsurance
     business. Unless a single arbitrator is agreed upon, the party requesting
     arbitration (hereinafter referred to as the "claimant") shall appoint an
     arbitrator and give written notice thereof by certified mail, to the other
     party (hereinafter referred to as the "respondent") together with its
     notice of intention to arbitrate. Within 30 days after receiving such
     notice, the respondent shall also appoint an arbitrator and notify the
     claimant thereof by certified mail. Before instituting a hearing, the two
     arbitrators so appointed shall choose an umpire. If, within 20 days after
     the appointment of the arbitrator chosen by the respondent, the two
     arbitrators fail to agree upon the appointment of an umpire, each of them
     shall nominate three individuals to serve as umpire, of whom the other
     shall decline two and the umpire shall be chosen from the remaining two by
     drawing lots. The name of the individual first drawn shall be the umpire.

D.   Failure of Party to Appoint an Arbitrator - If the respondent fails to
     appoint an arbitrator within 30 days after receiving a notice of intention
     to arbitrate, the claimant's arbitrator shall appoint an arbitrator on
     behalf of the respondent, such arbitrator shall then, together with the
     claimant's arbitrator, choose an umpire as provided in Paragraph C. of Part
     III of this Article.

E.   Submission of Dispute to Panel - Unless otherwise extended by the
     arbitration panel or agreed to by the parties, each party shall submit its
     case to the panel within 30 days after the selection of the umpire.

F.   Procedure Governing Arbitration - All proceedings before the panel shall be
     informal and the panel shall not be bound by the formal rules of evidence.
     The panel shall have the power to fix all


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<PAGE>

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     procedural rules relating to the arbitration proceeding. In reaching any
     decision, the panel shall give due consideration to the customs and usages
     of the insurance and reinsurance business.

G.   Arbitration Award - The arbitration panel shall render its decision within
     60 days after termination of the proceeding, which decision shall be in
     writing, stating the reasons therefor. The decision of the majority of the
     panel shall be final and binding on the parties to the proceeding.

H.   Cost of Arbitration - Unless otherwise allocated by the panel, each party
     shall bear the expense of its own arbitrator and shall jointly and equally
     bear with the other parties the expense of the umpire and the arbitration.

ARTICLE XXIV- INSOLVENCY

A.   In the event of insolvency of the Company, the reinsurance provided by this
     Agreement shall be payable by the Reinsurer on the basis of the liability
     of the Company as respects Policies covered hereunder, without diminution
     because of such insolvency, directly to the Company or its liquidator,
     receiver, conservator or statutory successor except as provided in Sections
     4118(a)(1)(A) and 1114(c) of the New York Insurance Law.

B.   The Reinsurer shall be given written notice of the pendency of each claim
     or loss which may involve the reinsurance provided by this Agreement within
     a reasonable time after such claim or loss is filed in the insolvency
     proceedings. The Reinsurer shall have the right to investigate each such
     claim or loss and interpose, at its own expense, in the proceedings where
     the claim or loss is to be adjudicated, any defense which it may deem
     available to the Company, its liquidator, receiver, conservator or
     statutory successor. The expense thus incurred by the Reinsurer shall be
     chargeable, subject to court approval, against the insolvent Company as
     part of the expense of liquidation to the extent of a proportionate share
     of the benefit which may accrue to the Company solely as a result of the
     defense undertaken by the Reinsurer.

C.   In addition to the offset provisions set forth in Article XXI- Offset, any
     debts or credits, liquidated or unliquidated, in favor of or against either
     party on the date of the receivership or liquidation order (except where
     the obligation was purchased by or transferred to be used as an offset) are
     deemed mutual debts or credits and shall be set off with the balance only
     to be allowed or paid. Although such claim on the part of either party
     against the other may be unliquidated or undetermined in amount on the date
     of the entry of the receivership or liquidation order, such claim will be
     regarded as being in existence as of such date and any claims


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<PAGE>

                                                                    (SWISS LOGO)

     then in existence and held by the other party may be offset against it.

D.   Nothing contained in this Article is intended to change the relationship or
     status of the parties to this Agreement or to enlarge upon the rights or
     obligations of either party hereunder except as provided herein.

ARTICLE XXV - SPECIAL TERMINATION

A.   Notwithstanding the termination provisions set forth in Article
     II-Effective Date and Termination, this Agreement shall be:

     1.   Terminated automatically and simultaneously upon the happening of any
          of the following events:

          a.   Entry of an order of liquidation, rehabilitation, receivership or
               conservatorship with respect to the Company or the Reinsurer by
               any court or regulatory authority;

          b.   Assignment of this Agreement by either party;

          c.   General reinsurance of any portion of the Company's business it
               retains net for its own account, as determined under the
               provisions of this Agreement without prior consent of the
               Reinsurer.

     2.   Terminated by either party giving not less than 30 days prior written
          notice to the other party upon the happening of the following event:

               Any transfer of control of either party by change in ownership or
               otherwise.

     3.   Terminated by the Reinsurer by giving not less than 30 days prior
          written notice to the Company upon the happening of the following
          event:

               Failure of the Company to remit premiums in accordance with the
               provisions set forth in this Agreement.

     4.   Terminated in accordance with the provisions set forth in this
          Paragraph, upon the discovery of the following event:

               A reduction of 50% or more of the Company's policyholders surplus
               during any calendar year. Such reduction shall be determined by
               calculating the difference between the Company's prior year
               annual statement and each subsequent quarterly statutory
               statement within such current calendar year.


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<PAGE>

                                                                    (SWISS LOGO)

          As respects the event set forth in this Paragraph A.4., the Company
          shall be obligated to notify the Reinsurer in writing within 30 days
          after the filing of its quarterly statement. Upon receipt of such
          notification the Reinsurer shall have the right to terminate this
          Agreement, by giving not less than 30 days notice of its intention to
          do so.

B.   Any notice of termination pursuant to the provisions set forth in
     Paragraphs A.2., A.3. and A.4. above shall be sent by certified mail,
     return receipt requested. Such notice period shall commence upon the other
     party's receipt of the notice of termination.

C.   In the event of termination, as provided under the provisions of this
     Article, the Reinsurer shall not be liable for losses occurring subsequent
     to the date of termination.

ARTICLE XXVI - AMENDMENTS

This Agreement may be amended by mutual consent of the parties expressed in an
addendum; and such addendum, when executed by both parties, shall be deemed to
be an integral part of this Agreement and binding on the parties hereto.


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<PAGE>

                                                                    (SWISS LOGO)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate, by their duly authorized representatives as of the following
dates:

In Bala Cynwyd,Pennsylvania, this 25th day of September, 2006.

ATTEST:                                 PHILADELPHIA CONSOLIDATED HOLDING
                                        CORPORATION'S
                                        following member Companies:
                                        PHILADELPHIA INDEMNITY INSURANCE
                                        COMPANY
                                        PHILADELPHIA INSURANCE COMPANY


/s/ William A McKenna                   /s/ Christopher J. Maguire
-------------------------------------   ----------------------------------------
Name William A McKenna                  Name Christopher J. Maguire
Title Assistant Vice President          Title Executive President &
                                              Chief Underwriting Officer

And in Armonk, New York, this 15th day of September, 2006.


ATTEST:                                 SWISS REINSURANCE AMERICA CORPORATION


/s/ Peter Thompson                      /s/ Michael Taxter
-------------------------------------   ----------------------------------------
Name Peter Thompson                     Name Michael Taxter
Title Vice President Member of          Title Senior Vice President Member of
      Management                              Senior Management


                                       25

<PAGE>

                                                                    (SWISS LOGO)

                          SUPPLEMENT TO THE ATTACHMENTS

         DEFINITION OF IDENTIFICATION TERMS USED WITHIN THE ATTACHMENTS

A.   Wherever the term "Company" or "Reinsured" or "Reassured" or whatever other
     term is used to designate the reinsured company or companies within the
     various attachments to the reinsurance agreement, the term shall be
     understood to mean Company or Reinsured or Reassured or whatever other term
     is used in the attached reinsurance agreement to designate the reinsured
     company or companies.

B.   Wherever the term "Agreement" or "Contract" or "Policy" or whatever other
     term is used to designate the attached reinsurance agreement within the
     various attachments to the reinsurance agreement, the term shall be
     understood to mean Agreement or Contract or Policy or whatever other term
     is used to designate the attached reinsurance agreement.

C.   Wherever the term "Reinsurer" or "Reinsurers" or "Underwriters" or whatever
     other term is used to designate the reinsurer or reinsurers in the various
     attachments to the reinsurance agreement, the term shall be understood to
     mean Reinsurer or Reinsurers or Underwriters or whatever other term is used
     to designate the reinsuring company or companies.


                                       1.

<PAGE>

                                                                    (SWISS LOGO)

               POLLUTION LIABILITY EXCLUSION CLAUSE - REINSURANCE

     This Reinsurance excludes:

     (1)  Any loss occurrence arising out of the actual, alleged or threatened
          discharge, dispersal, release or escape of pollutants:

          a)   At or from premises owned, rented or occupied by an original
               assured; or

          b)   At or from any site or location used for the handling, storage,
               disposal, processing or treatment of waste; or

          c)   Which are at any time transported, handled, stored, treated,
               disposed of, or processed as waste; or

          d)   At or from any site or location on which any original assured is
               performing operations:

               (i)  If the pollutants are brought on or to the site or location
                    in connection with such operations; or

               (ii) If the operations are to test for, monitor, clean up,
                    remove, contain, treat, detoxify or neutralize the
                    pollutants.

     (2)  Any liability, loss, cost or expense arising out of any governmental
          direction or request to test for, monitor, clean up, remove, contain,
          treat, detoxify or neutralize pollutants.

"Pollutants" means any solid, liquid, gaseous or thermal irritant or
contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and
waste. Waste includes materials to be recycled, reconditioned or reclaimed.

Subparagraphs a) and d)(i) of paragraph (1) of this exclusion do not apply to
loss occurrences caused by heat, smoke or fumes from a hostile fire. As used
herein, "hostile fire" means one which becomes uncontrollable or breaks out from
where it was intended to be.

"Original assured" as used herein means all insureds as defined in the policy
issued by the Company.


                                       1.

<PAGE>

                                                                    (SWISS LOGO)

                        INSOLVENCY FUNDS EXCLUSION CLAUSE

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


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

     N.M.A. 1590

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

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

     LIMITED EXCLUSION PROVISION*

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

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

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


                                       1.

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                                                                    (SWISS LOGO)

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

               (b)  become effective before that date and contain the Limited
                    Exclusion Provision set out above; provided this paragraph
                    2. shall not be applicable to Family Automobile Policies,
                    Special Automobile Policies, or policies or combination
                    policies of a similar nature, issued by the Reassured on New
                    York risks, until 90 days following approval of the Limited
                    Exclusion Provision by the Governmental Authority having
                    jurisdiction thereof.

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

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

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

     BROAD EXCLUSION PROVISION*

     It is agreed that the policy does not apply:

     I.   Under any Liability Coverage to INJURY, SICKNESS, DISEASE, DEATH OR
          DESTRUCTION, bodily injury or property damage

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


                                       2.

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                                                                    (SWISS LOGO)

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

     II.  Under any Medical Payments Coverage, or under any Supplementary
          Payments Provision relating to IMMEDIATE MEDICAL OR SURGICAL RELIEF,
          first aid, to expenses incurred with respect to BODILY INJURY,
          SICKNESS, DISEASE OR DEATH, bodily injury resulting from the hazardous
          properties of nuclear material and arising out of the operation of a
          nuclear facility by any person or organization.

     III. Under any Liability Coverage, to INJURY, SICKNESS, DISEASE, DEATH OR
          DESTRUCTION, bodily injury or property damage resulting from the
          hazardous properties of nuclear material, if

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

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

          (c)  the INJURY, SICKNESS, DISEASE, DEATH OR DESTRUCTION, bodily
               injury or property damage arises out of the furnishing by an
               insured of services, materials, parts or equipment in connection
               with the planning, construction, maintenance, operation or use of
               any nuclear facility, but if such facility is located within the
               United States of America, its territories, or possessions or
               Canada, this exclusion (c) applies only to INJURY TO OR
               DESTRUCTION OF PROPERTY AT SUCH NUCLEAR FACILITY, property damage
               to such nuclear facility and any property thereat.


                                       3.

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     IV.  As used in this endorsement:

          "hazardous properties" include radioactive, toxic or explosive
          properties; "nuclear material" means source material, special nuclear
          material or byproduct material; "source material," "special nuclear
          material," and "byproduct material" have the meanings given them in
          the Atomic Energy Act of 1954 or in any law amendatory thereof; "spent
          fuel" means any fuel element or fuel component, solid or liquid, which
          has been used or exposed to radiation in a nuclear reactor; "waste"
          means any waste material (1) containing byproduct material other than
          the tailings or wastes produced by the extraction or concentration of
          uranium or thorium from any ore processed for its source material
          content and (2) resulting from the operation by any person or
          organization of any nuclear facility included within the definition of
          nuclear facility under paragraph (a) or (b) thereof; "nuclear
          facility" means

          (a)  any nuclear reactor,

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

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

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

          and includes the site on which any of the foregoing is located, all
          operations conducted on such site and all premises used for such
          operations; "nuclear reactor" means any apparatus designed or used to
          sustain nuclear fission in a self-supporting chain reaction or to
          contain a critical mass of fissionable material; WITH RESPECT TO
          INJURY TO OR DESTRUCTION OF PROPERTY, THE WORD "INJURY" OR
          "DESTRUCTION" INCLUDES ALL FORMS OF RADIOACTIVE CONTAMINATION OF
          PROPERTY; "property damage" includes all forms of radioactive
          contamination of property.


                                       4.

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                                                                    (SWISS LOGO)

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

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

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

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

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

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


                                       5.

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      NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - CANADA

     N.M.A. 1979a

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

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

          Personal Liability
          Farmers' Liability
          Storekeepers' Liability

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

     Limited Exclusion Provision -

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

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

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


                                       1.

<PAGE>

                                                                    (SWISS LOGO)

     Broad Exclusion Provision -

     It is agreed that this Policy does not apply:

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

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

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

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

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

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

     As used in this Policy:

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

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


                                       2.

<PAGE>

                                                                    (SWISS LOGO)

     (3)  The term "nuclear facility" means:

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

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

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

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

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

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

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

April 1, 1996


                                       3.

<PAGE>

                                                                    (SWISS LOGO)

             NUCLEAR INCIDENT EXCLUSION CLAUSE - REINSURANCE - NO. 4

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

2.   Without in any way restricting the operations of Nuclear Incident Exclusion
     Clauses, - Liability, - Physical Damage, - Boiler and Machinery and
     paragraph 1. of this Clause, it is understood and agreed that for all
     purposes of the reinsurance assumed by the Reinsurer from the Reinsured,
     all original insurance policies or contracts of the Reinsured (new, renewal
     and replacement) shall be deemed to include the applicable existing Nuclear
     Clause and/or Nuclear Exclusion Clause(s) in effect at the time and any
     subsequent revisions thereto as agreed upon and approved by the Insurance
     Industry and/or a qualified Advisory or Rating Bureau.


                                       4.

<PAGE>

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               PHARMACEUTICAL / MEDICAL COMPANY EXCLUSION LISTING

ABBOTT LABORATORIES
AKZO NOBEL
ALLERGAN
ALPHARMA
ALTANA AG
AMGEN
ASTRAZENECA
AVENTIS
BARR LABORATORIES
BAXTER INTERNATIONAL
BAYER
BEAUFOUR IPSEN
BECTON, DICKINSON AND COMPANY
BIOGEN
BOEHRINGER INGELHEIM KG
BOSTON SCIENTIFIC CORPORATION
BRISTOL-MYERS SQUIBB
CELLTECH (former MEDEVA)
CHIRON
CHUGAI PHARMACEUTICAL
CSL (including ZLB Behring [former ZLB and Aventis
Behring]
DAIICHI PHARMACEUTICAL
DAINIPPON PHARMACEUTICAL
EDWARDS LIFESCIENCES
EISAI
ELAN
FOREST LABORATORIES
GENENTECH
GLAXOSMITHKLINE
GUIDANT
HOSPIRA
IVAX
JOHNSON & JOHNSON
KING PHARMACEUTICALS
KYOWA HAKKO KOGYO
LABORATOIRE FOURNIER
LABORATOIRE SERVIER
LILLY (ELI)
MEDTRONIC
MERCK & CO
MERCK KGAA
MINNESOTA MINING & MANUFACTURING
MITSUBISHI PHARMACEUTICAL
MYLAN LABORATORIES
NOVARTIS
NOVO NORDISK
OTSUKA PHARMACEUTICAL
PFIZER
PIERRE FABRE
PROCTER & GAMBLE
PURDUE FREDERICK / PRA HOLDING
ROCHE
SANKYO
SANOFI-SYNTHELABO
SCHERING AG
SCHERING-PLOUGH
SCHWARZ PHARMA
SERONO
SHIONOGI
SHIRE PHARMACEUTICALS
SMITH & NEPHEW
SOLVAY
ST. JUDE MEDICAL
STRYKER
SUMITOMO PHARMACEUTICALS / SUMITOMO CHEMICAL
SYNTHES-STRATEC
TAKEDA CHEMICAL INDUSTRIES
TANABE
TAP PHARMACEUTICAL PRODUCTS
TEVA PHARMACEUTICAL
UCB
WATSON PHARMACEUTICAL
WYETH
YAMANOUCHI PHARMACEUTICAL / FUJISAWA PHARMACEUTICAL
ZIMMER

GROUP PM CASUALTY/2004 APRIL 30

<PAGE>

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                         PHILADELPHIA INDEMNITY COMPANY

                  CASUALTY EXCESS OF LOSS REINSURANCE AGREEMENT
                          NO. POR376426-/376428-/376430
                            Effective January 1, 2006

                               SUMMARY OF CHANGES

1.   Paragraph A. Of Article V - Warranty, is amended to read as follows

     A.   It is warranted, or so deemed, that Casualty reinsurance is in effect
          for all policies issued by or on behalf of the Company with limits
          greater than $1,000,000 per occurrence or per claim made. It is also
          warranted, or so deemed, that the Company has in effect an Insurance
          Company Errors and Omissions policy with a limit of $10,000,000 and a
          retention /deductible of $1,000,000. This insurance, or reinsurance,
          whether collectible or not, and retention/deductible, shall be
          maintained until all losses reinsured under this Agreement are fully
          discharged and shall inure to the benefit of the reinsurer.

2.   Article IX - Extra Contractual Obligations is amended to include a
     "Saving/Severability" provision as follows:

     E.   If any provision of this Article shall be rendered illegal or
          unenforceable by the laws, regulations or public policy of the of any
          state, such provision shall be considered void in such state, but this
          shall not affect the validity or enforceability of any other provision
          of this Article or the enforceability of such provision in any other
          jurisdiction.

3.   The header of Article X - Exclusions, as well as subparagraph F.1. of the
     Article have been amended by deleting previous reference to "Automobile
     Collision" as this coverage is not applicable.

4.   Article XII - Loss Occurrence is amended to reflect agreed renewal
     language.

5.   Article XIII - Reinsurance Premium, is amended to reflect renewal rates and
     premiums.