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EXHIBIT 10.5 Underlying Excess Catastrophe Reinsurance Contract
Effective: July 1, 2004 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 ( BENFIELD LOGO)




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Table of Contents Article
    
    
    
    PageI
    
    Classes of Business Reinsured
    
    
    1II
    
    Term
    
    
    1III
    
    Territory (BRMA 51A)
    
    
    1IV
    
    Exclusions
    
    
    2V
    
    Retention and Limit
    
    
    4VI
    
    Reinstatement
    
    
    4VII
    
    Definitions
    
    
    5VIII
    
    Other Reinsurance
    
    
    6IX
    
    Florida Hurricane Catastrophe Fund
    
    
    6X
    
    Loss Occurrence
    
    
    7XI
    
    Loss Notices and Settlements
    
    
    8XII
    
    Salvage and Subrogation
    
    
    8XIII
    
    Reinsurance Premium
    
    
    9XIV
    
    Late Payments
    
    
    9XV
    
    Offset (BRMA 36D)
    
    
    11XVI
    
    Access to Records (BRMA 1D)
    
    
    11XVII
    
    Liability of the Reinsurer
    
    
    11XVIII
    
    Net Retained Lines (BRMA 32E)
    
    
    11XIX
    
    Errors and Omissions (BRMA 14F)
    
    
    11XX
    
    Currency (BRMA 12A)
    
    
    12XXI
    
    Taxes (BRMA 50C)
    
    
    12XXII
    
    Federal Excise Tax (BRMA 17A)
    
    
    12XXIII
    
    Reserve Requirements
    
    
    12XXIV
    
    Insolvency
    
    
    14XXV
    
    Arbitration
    
    
    14XXVI
    
    Service of Suit
    
    
    16XXVII
    
    Agency Agreement
    
    
    16XXVIII
    
    Governing Law
    
    
    16XXIX
    
    Confidentiality
    
    
    16XXX
    
    Severability
    
    
    17XXXI
    
    Intermediary (BRMA 23A)
    
    
    17
 ( BENFIELD LOGO)




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Underlying Excess Catastrophe Reinsurance Contract
Effective: July 1, 2004 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  Classes of Business Reinsured By this Contract the Reinsurer agrees to reinsure the excess liability which may accrue to the
Company under its policies, contracts and binders of insurance or reinsurance (hereinafter called
policies) in force at the effective date hereof or issued or renewed on or after that date, and
classified by the Company as Property business, subject to the terms, conditions and limitations
set forth herein and in Schedule A attached to and forming part of this Contract. Article II  Term  A.
    This Contract shall become effective on July 1, 2004, with respect to losses arising out of
loss occurrences commencing on or after that date, and shall remain in force until May 31,
2005, both days inclusive.  B.
    If this Contract 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 expiration
of this Contract, provided that no part of such loss occurrence is claimed against any renewal
or replacement of this Contract. Article III  Territory (BRMA 51A) The territorial limits of this Contract shall be identical with those of the Companys
policies. ( BENFIELD LOGO)




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Article IV  Exclusions This Contract does not apply to and specifically excludes the following:  1.
    Assumed reinsurance except for a 50.0% quota share of the First American Property
and Casualty Insurance Company Florida Homeowners Program produced and underwritten by
Mobile Homeowners Insurance Agencies, Inc.2.
    Financial guarantee and insolvency.3.
    Nuclear risks as defined in the Nuclear Incident Exclusion Clause  Physical
Damage  Reinsurance (U.S.A.) and the Nuclear Incident Exclusion Clause  Physical
Damage  Reinsurance (Canada) attached to and forming part of this Contract.4.
    Loss or damage caused by or resulting from war, invasion, hostilities, acts of
foreign enemies, civil war, rebellion, insurrection, military or usurped power, or
martial law or confiscation by order of any government or public authority, but this
exclusion shall not apply to loss or damage covered under a standard policy with a
standard War Exclusion Clause.5.
    Loss or liability excluded under the provisions of the Pools, Associations and
Syndicates Exclusion Clause attached to and forming part of this Contract.6.
    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. Insolvency fund includes any guaranty fund, insolvency fund, plan, pool,
association, fund or other arrangement, however denominated, established or governed,
which provides for any assessment of or payment or assumption by the Company of part or
all of any claim, debt, charge, fee or other obligation of an insurer, or its successors
or assigns, which has been declared by any competent authority to be insolvent, or which
is otherwise deemed unable to meet any claim, debt, charge, fee or other obligation in
whole or in part.7.
    Losses in respect of overhead transmission and distribution lines and their
supporting structures other than those on or within 300 meters (or 1,000 feet) of the
insured premises. It is understood and agreed that public utilities extension and/or
suppliers extension and/or contingent business interruption coverages are not subject to
this exclusion, provided that these are not part of a transmitters or distributors
policy.8.
    Accident and Health, Casualty, Fidelity and/or Surety business.9.
    Pollution and seepage coverages excluded under the provisions of the Pollution and
Seepage Exclusion Clause (BRMA 39A) attached to and forming part of this Contract.10.
    Notwithstanding any other provision to the contrary within this Contract or any
amendment thereto, it is agreed that this Contract excludes loss, damage, cost or expense
directly or indirectly caused by, contributed to by, resulting from, or arising ( BENFIELD LOGO)




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out of or
in connection with any act of terrorism, as defined herein, regardless of any other cause
or event contributing concurrently or in any other sequence to the loss. An act of terrorism includes any act, or preparation in respect of action, or threat of
action, designed to influence the government de jureor de factoof any nation or any
political division thereof, or in pursuit of political, religious, ideological, or
similar purposes to intimidate the public or a section of the public of any nation by any
person or group(s) of persons, whether acting alone or on behalf of or in connection with
any organization(s) or government(s) de jureor de facto, and which:  a.
    Involves violence against one or more persons; orb.
    Involves damage to property; orc.
    Endangers life other than that of the person committing the action; ord.
    Creates a risk to health or safety of the public or a section of the public; ore.
    Is designed to interfere with or to disrupt an electronic system. This Contract also excludes loss, damage, cost or expense directly or indirectly caused
by, contributed to by, resulting from, or arising out of or in connection with any action
in controlling, preventing, suppressing, retaliating against or responding to any act of
terrorism. Notwithstanding the above and subject otherwise to the terms, conditions, and limitations
of this Contract, in respect only of personal lines this Contract will pay actual loss or
damage (but not related cost or expense) caused by any act of terrorism provided such act
is not directly or indirectly caused by, contributed to by, resulting from, or arising
out of or in connection with biological, chemical, or nuclear pollution or contamination.  11.
    Loss or liability in any way or to any extent arising out of the actual or alleged
presence or actual, alleged or threatened presence of fungi including, but not limited to,
mold, mildew, mycotoxins, microbial volatile organic compounds or other microbial
contaminations. This includes:  a.
    Any supervision, instruction, recommendations, warnings or advice given
or which should have been given in connection with the above; andb.
    Any obligation to share damages with or repay someone else who must pay
damages because of such injury or damage. For purposes of this exclusion, microbial contamination means any contamination, either
airborne or surface, which arises out of or is related to the presence of fungi, mold,
mildew, mycotoxins, microbial volatile organic compounds or spores, including, without
limitation, Penicillium, Aspergillus, Fusarium, Aspergillus Flavus and Stachybotrys
chartarum. ( BENFIELD LOGO)




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Losses resulting from the above causes do not in and of themselves constitute an event
unless arising out of one or more of the following perils, in which case this exclusion
does not apply: Fire, lightning, explosion, aircraft or vehicle impact, falling objects, windstorm,
hail, tornado, cyclone, hurricane, earthquake, volcano, tsunami, flood, freeze or
weight of snow. Notice of any claims for mold-related losses must be given by the Company to the
Reinsurer, in writing, within 24 months after the commencement date of the loss
occurrence to which such claims relate.  12.
    Loss or liability excluded under the provisions of the Electronic Data Endorsement
B (N.M.A. 2915) attached to and forming part of this Contract. Article V  Retention and Limit  A.
    The Company shall retain and be liable for the first $7,000,000 of ultimate net loss
arising out of each loss occurrence. The Reinsurer shall then be liable for the amount by
which such ultimate net loss exceeds the Companys retention, but the liability of the
Reinsurer shall not exceed $3,000,000 as respects any one loss occurrence.  B.
    No claim shall be made under this Contract as respects any one loss occurrence unless at
least two risks insured or reinsured by the Company are involved in such loss occurrence. For
purposes of this Contract, the Company shall be the sole judge of what constitutes one risk.  C.
    Notwithstanding the provisions above, the ultimate net loss (including loss in excess of
policy limits, extra contractual obligations, and loss adjustment expense) as respects any one
loss occurrence with regard to the 50.0% quota share of the First American Property and
Casualty Insurance Company Florida Homeowners Program produced and underwritten by Mobile
Homeowners Insurance Agencies, Inc. shall not exceed the Companys pro rata share of the
250-year Probable Maximum Loss as modeled in RMS as of the date on which the loss occurrence
commences. Article VI  Reinstatement  A.
    In the event all or any portion of the reinsurance hereunder is exhausted by loss, the
amount so exhausted shall be reinstated immediately from the time the loss occurrence
commences hereon. For each amount so reinstated the Company agrees to pay additional premium
equal to the product of the following:  1.
    The percentage of the occurrence limit reinstated (based on the loss paid by the
Reinsurer); times2.
    The final adjusted reinsurance premium, as calculated in accordance with Article
XIII, for the term of this Contract (exclusive of reinstatement premium). ( BENFIELD LOGO)




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B.
    Whenever the Company requests payment by the Reinsurer of any loss hereunder, the Company
shall submit a statement to the Reinsurer of reinstatement premium due the Reinsurer. If the
final adjusted reinsurance premium for the term of this Contract has not been determined as of
the date of any such statement, the calculation of reinstatement premium due shall be based on
the deposit premium and shall be readjusted when the final
adjusted reinsurance premium for the term of this Contract has been determined. Any
reinstatement premium shown to be due the Reinsurer as reflected by any such statement (less
prior payments, if any) shall be payable by the Company concurrently with payment by the
Reinsurer of the requested loss. Any return reinstatement premium shown to be due the Company
shall be remitted by the Reinsurer as promptly as possible after receipt and verification of
the Companys statement.  C.
    Notwithstanding anything stated herein, the liability of the Reinsurer hereunder shall not
exceed $3,000,000 as respects loss or losses arising out of any one loss occurrence, nor shall
it exceed $6,000,000 in all during the term of this Contract. Article VII  Definitions  A.
    Ultimate net loss as used herein is defined as the sum or sums (including loss in excess
of policy limits, extra contractual obligations and loss adjustment expense, as hereinafter
defined) paid or payable by the Company in settlement of claims and in satisfaction of
judgments rendered on account of such claims, after deduction of all salvage, all recoveries
and all claims on inuring insurance or reinsurance, whether collectible or not. Nothing
herein shall be construed to mean that losses under this Contract are not recoverable until
the Companys ultimate net loss has been ascertained.  B.
    Loss in excess of policy limits and extra contractual obligations as used herein shall be
defined as follows:  1.
    Loss in excess of policy limits shall mean 90.0% of any amount paid or payable by
the Company in excess of its policy limits, but otherwise within the terms of its policy,
such loss in excess of the Companys policy limits having been incurred because of, but
not limited to, failure by the Company to settle within the policy limits or by reason of
the Companys alleged or actual negligence, fraud or bad faith in rejecting an offer of
settlement or in the preparation of the defense or in the trial of any action against its
insured or reinsured or in the preparation or prosecution of an appeal consequent upon
such an action.  2.
    Extra contractual obligations shall mean 90.0% of any punitive, exemplary,
compensatory or consequential damages paid or payable by the Company, not covered by any
other provision of this Contract and which arise from the handling of any claim on
business subject to this Contract, such liabilities arising because of, but not limited
to, failure by the Company to settle within the policy limits or by reason of the
Companys alleged or actual negligence, fraud or bad faith in rejecting an offer of
settlement or in the preparation of the defense or in the trial of any action against its
insured or reinsured or in the preparation or prosecution of an appeal consequent upon
such an action. An extra contractual obligation shall be deemed, in all circumstances,
to have occurred on the same date as the loss covered or alleged to be covered under the
policy. ( BENFIELD LOGO)




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Notwithstanding anything stated herein, the amount included in the ultimate net loss for any
one loss occurrence as respects loss in excess of policy limits and extra contractual
obligations shall not exceed 25.0% of the Companys indemnity loss hereunder arising out of
that loss occurrence. Notwithstanding anything stated herein, this Contract shall not apply to any loss in excess of
policy limits or any extra contractual obligation incurred by the Company as a result of any
fraudulent and/or criminal act by any officer or director 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. If any provision of this paragraph B shall be rendered illegal or unenforceable by the laws,
regulations or public policy 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
Contract or the enforceability of such provision in any other jurisdiction.  C.
    Loss adjustment expense as used herein shall mean expenses assignable to the investigation,
appraisal, adjustment, settlement, litigation, defense and/or appeal of specific claims,
regardless of how such expenses are classified for statutory reporting purposes. Loss
adjustment expense shall include, but not be limited to, declaratory judgments, interest on
judgments, expenses of outside adjusters, and a pro rata share of the salaries and expenses of
the Companys field employees according to the time occupied adjusting such losses and
expenses of the Companys officials incurred in connection with the losses, but shall not
include office expenses or salaries of the Companys regular employees. Article VIII  Other Reinsurance  A.
    The Company shall be permitted to carry excess reinsurance, recoveries under which shall
inure to the benefit of this Contract.  B.
    The Company shall be permitted to carry quota share reinsurance, recoveries under which shall
inure solely to the benefit of the Company. Article IX  Florida Hurricane Catastrophe Fund  A.
    Any loss reimbursement paid or payable to the Company under the Florida Hurricane
Catastrophe Fund (FHCF) as a result of loss occurrences commencing during the term of this
Contract shall inure to the benefit of this Contract. Further, any FHCF loss reimbursement
shall be deemed to be paid to the Company in accordance with the reimbursement contract
between the Company and the State Board of Administration of the State of Florida at the full
payout level set forth therein and will be deemed not to be reduced by any reduction or
exhaustion of the FHCFs claims paying capacity.  B.
    Prior to the determination of the Companys FHCF retention and payout, if any, under the
reimbursement contract, the Reinsurers liability hereunder will be determined provisionally
based on the projected payout, determined in accordance with the provisions of the
reimbursement contract. Following determination of the payout under the reimbursement
contract, the ultimate net loss under this Contract will be recalculated. If, as a result of
such ( BENFIELD LOGO)




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calculation, the loss to the Reinsurer under any excess layer of this Contract in any one
loss occurrence is less than the amount previously paid by the Reinsurer under that excess
layer, the Company shall promptly remit the difference to the Reinsurer. If the loss to the
Reinsurer under any excess layer in any one loss occurrence is greater than the amount
previously paid by the Reinsurer, the Reinsurer shall promptly remit the difference to the
Company.  C.
    If an FHCF reimbursement amount is based on the Companys losses in more than one loss
occurrence and the FHCF does not designate the amount allocable to each loss occurrence, the
FHCF reimbursement amount shall be prorated in the proportion that the Companys losses in
each loss occurrence bear to the Companys total losses arising out of all loss occurrences to
which the FHCF reimbursement applies.  D.
    Any reimbursement premiums or emergency assessment paid by the Company under the FHCF shall
be deemed to be premiums paid for inuring reinsurance. Article X  Loss Occurrence  A.
    The term loss occurrence shall mean the sum of all individual losses directly occasioned
by any one disaster, accident or loss or series of disasters, accidents or losses arising out
of one event which occurs within the area of one state of the United States or province of
Canada and states or provinces contiguous thereto and to one another. However, the duration
and extent of any one loss occurrence shall be limited to all individual losses sustained by
the Company occurring during any period of 168 consecutive hours arising out of and directly
occasioned by the same event, except that the term loss occurrence shall be further defined
as follows:  1.
    As regards windstorm, hail, tornado, hurricane, cyclone, including ensuing collapse
and water damage, all individual losses sustained by the Company occurring during any
period of 72 consecutive hours arising out of and directly occasioned by the same event.
However, the event need not be limited to one state or province or states or provinces
contiguous thereto.2.
    As regards riot, riot attending a strike, civil commotion, vandalism and malicious
mischief, all individual losses sustained by the Company occurring during any period of
72 consecutive hours within the area of one municipality or county and the municipalities
or counties contiguous thereto arising out of and directly occasioned by the same event.
The maximum duration of 72 consecutive hours may be extended in respect of individual
losses which occur beyond such 72 consecutive hours during the continued occupation of an
insureds premises by strikers, provided such occupation commenced during the aforesaid
period.3.
    As regards earthquake (the epicentre of which need not necessarily be within the
territorial confines referred to in the introductory portion of this paragraph) and fire
following directly occasioned by the earthquake, only those individual fire losses which
commence during the period of 168 consecutive hours may be included in the Companys
loss occurrence. ( BENFIELD LOGO)




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4.
    As regards freeze, only individual losses directly occasioned by collapse,
breakage of glass and water damage (caused by bursting frozen pipes and tanks) may be
included in the Companys loss occurrence.5.
    As regards firestorms, brush fires, and other fires or series of fires,
irrespective of origin (except as provided in subparagraphs 2 and 3 above), which spread
through trees, grassland or other vegetation, all individual losses sustained by the Company
which occur during any period of 168 consecutive hours within a 100-mile radius of any
one fixed point selected by the Company may be included in the Companys loss
occurrence. However, an individual loss subject to this subparagraph cannot be included
in more than one loss occurrence.  B.
    For all those loss occurrences, other than those referred to in subparagraph 2 of paragraph
A above, the Company may choose the date and time when any such period of consecutive hours
commences, provided that it is not earlier than the date and time of the occurrence of the
first recorded individual loss sustained by the Company arising out of that disaster, accident
or loss, and provided that only one such period of 168 consecutive hours shall apply with
respect to one event, except for any loss occurrence referred to in subparagraph 1 of
paragraph A above where only one such period of 72 consecutive hours shall apply with respect
to one event, regardless of the duration of the event.  C.
    As respects those loss occurrences referred to in subparagraph 2 of paragraph A above, if
the disaster, accident or loss occasioned by the event is of greater duration than 72
consecutive hours, then the Company may divide that disaster, accident or loss into two or
more loss occurrences, provided no two periods overlap and no individual loss is included in
more than one such period and provided that no period commences earlier than the date and time
of the occurrence of the first recorded individual loss sustained by the Company arising out
of that disaster, accident or loss.  D.
    No individual losses occasioned by an event that would be covered by 72 hours clauses may be
included in any loss occurrence claimed under the 168 hours provision. Article XI  Loss Notices and Settlements  A.
    Whenever losses sustained by the Company appear likely to result in a claim hereunder, the
Company shall notify the Reinsurer, and the Reinsurer shall have the right to participate in
the adjustment of such losses at its own expense.  B.
    All loss settlements made by the Company, provided they are 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 XII  Salvage and Subrogation The Reinsurer shall be credited with salvage (i.e., reimbursement obtained or recovery made by
the Company, less the actual cost, excluding salaries of officials and employees of the Company and
sums paid to attorneys as retainer, of obtaining such reimbursement or making such recovery) on
account of claims and settlements involving reinsurance hereunder. Salvage ( BENFIELD LOGO)




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thereon shall always be
used to reimburse the excess carriers in the reverse order of their priority according to their
participation before being used in any way to reimburse the Company for its primary loss. The
Company hereby agrees to enforce its rights to salvage or subrogation relating to any loss, a part
of which loss was sustained by the Reinsurer, and to prosecute all claims arising out of such
rights. Article XIII  Reinsurance Premium  A.
    As premium for the reinsurance provided hereunder, the Company shall pay the Reinsurer
0.457% of its gross earned premium for the term of this Contract, subject to a minimum premium
of $702,000.  B.
    The Company shall pay the Reinsurer a deposit premium of $877,500 in four equal installments
of $219,375 on July 1, September 1 and December 1 of 2004 and March 1, 2005.  C.
    Within 45 days after the expiration of this Contract, the Company shall provide a report to
the Reinsurer setting forth the premium due hereunder, computed in accordance with paragraph
A, and any additional premium due the Reinsurer or return premium due the Company shall be
remitted promptly.  D.
    Gross earned premium as used herein is defined as earned premium of the Company for the
classes of business reinsured hereunder, before the deduction of any premiums ceded by the
Company for reinsurance which inures to the benefit of this Contract. Gross earned premium
will not include the Companys earned premium for Homeowners, Manufactured Homeowners Dwelling
and Condominium policies that include a No Wind/No Water exclusion. It is understood that
gross earned premium shall include catastrophe fees, but shall exclude MGA fees, DRST fees and
policy surcharges to recoup residual market deficit assessments. Article XIV  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 XXXI (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; times2.
    1/365ths of the six-month United States Treasury Bill rate, as quoted in The Wall
Street Journalon the first business day of the month for which the calculation is made;
times ( BENFIELD LOGO)




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3.
    The amount past due, including accrued interest. 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 paragraph C above, 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. ( BENFIELD LOGO)




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Article XV  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 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 XVI  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 XVII  Liability of the Reinsurer  A.
    The liability of the Reinsurer shall follow that of the Company in every case and be
subject in all respects to all the general and specific stipulations, clauses, waivers and
modifications of the Companys policies and any endorsements thereon. However, in no event
shall this be construed in any way to provide coverage outside the terms and conditions set
forth in this Contract.  B.
    Nothing herein shall in any manner create any obligations or establish any rights against the
Reinsurer in favor of any third party or any persons not parties to this Contract. Article XVIII  Net Retained Lines (BRMA 32E)  A.
    This Contract applies only to that portion of any policy which the Company retains net for
its own account (prior to deduction of any underlying reinsurance specifically permitted in
this Contract), and in calculating the amount of any loss hereunder and also in computing the
amount or amounts in excess of which this Contract attaches, only loss or losses in respect of
that portion of any policy which the Company retains net for its own account shall be
included.  B.
    The amount of the Reinsurers liability hereunder in respect of any loss or losses shall not
be increased by reason of the inability of the Company to collect from any other reinsurer(s),
whether specific or general, any amounts which may have become due from such reinsurer(s),
whether such inability arises from the insolvency of such other reinsurer(s) or otherwise. Article XIX  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. ( BENFIELD LOGO)




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Article XX  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 XXI  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 XXII  Federal Excise Tax (BRMA 17A) (Applicable to those reinsurers, excepting Underwriters at Lloyds London and other reinsurers
exempt from Federal Excise Tax, who are domiciled outside the United States of America.)  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. Article XXIII  Reserve Requirements  A.
    If the Reinsurer is unauthorized in any state of the United States of America or the
District of Columbia, the Reinsurer agrees to fund, on or before December 31, 2004, its share
of the Companys ceded United States unearned premium and outstanding loss and loss adjustment
expense reserves (including all case reserves plus any reasonable amount estimated to be
unreported, as determined by the Company, from known loss occurrences) 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/or2.
    Escrow accounts for the benefit of the Company; and/or  3.
    Cash advances; ( BENFIELD LOGO)




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##### 



if, without such funding, a penalty would accrue to the Company on any financial statement it
is required to file with the insurance regulatory authorities involved. The Reinsurer, at its
sole option, may fund in other than cash if its method and form of funding are acceptable to
the insurance regulatory authorities involved.  B.
    If the Reinsurer is unauthorized in any province or jurisdiction of Canada, the Reinsurer
agrees to fund, on or before December 31, 2004, 115% of its share of the Companys ceded
Canadian unearned premium and outstanding loss and loss adjustment expense reserves (including
all case reserves plus any reasonable amount estimated to be unreported, as determined by the
Company, from known loss occurrences) by:  1.
    A clean, irrevocable and unconditional letter 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/or2.
    Cash advances for the remaining balance of the funding required; if, without such funding, a penalty would accrue to the Company on any financial statement it
is required to file with the insurance regulatory authorities involved.  C.
    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 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 unearned premiums returned to
insureds on account of policy cancellations, unless paid in cash by the Reinsurer;2.
    To reimburse itself for the Reinsurers share of losses and/or loss adjustment
expense paid under the terms of policies reinsured hereunder, unless paid in cash by the
Reinsurer;3.
    To reimburse itself for the Reinsurers share of any other amounts claimed to be
due hereunder, unless paid in cash by the Reinsurer;4.
    To fund a cash account in an amount equal to the Reinsurers share of any ceded
unearned premium and/or outstanding loss and loss adjustment expense reserves (including
all case reserves plus any reasonable amount estimated to be unreported, as determined by
the Company, from known loss occurrences) 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; ( BENFIELD LOGO)




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##### 



5.
    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 unearned premium and/or outstanding loss and
loss adjustment expense reserves (including all case reserves plus any reasonable amount
estimated to be unreported, as determined by the Company, from known loss occurrences),
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 C(1) or C(2) or C(4), in the case of C(3), the actual amount determined to
be due, the Company shall promptly return to the Reinsurer the excess amount so drawn. Article XXIV  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.  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 XXV  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 ( BENFIELD LOGO)




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##### 



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 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. ( BENFIELD LOGO)




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Article XXVI  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 XXV.)  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 a
court of competent jurisdiction within the United States. Nothing in this Article constitutes
or should be understood to constitute a waiver of the Reinsurers 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 therefor, 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 XXVII  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. Article XXVIII  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 the
states shall apply. Article XXIX  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 duly-issued order of a court or other
governmental agency or regulatory authority. ( BENFIELD LOGO)




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##### 



Article XXX  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 XXXI  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 ___15th___day of ___October___in the year _2004___. ___Christopher J. Maguire, Executive Vice President & Chief U/W OfficerPhiladelphia Insurance Companies (for and on behalf of the Company)
 ( BENFIELD LOGO)




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Nuclear Incident Exclusion Clause  Physical Damage  Reinsurance (U.S.A.)  1.
    This Reinsurance does not cover any loss or liability accruing to the Reassured, directly or
indirectly and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers formed
for the purpose of covering Atomic or Nuclear Energy risks.  2.
    Without in any way restricting the operation of paragraph (1) of this Clause, this
Reinsurance does not cover any loss or liability accruing to the Reassured, directly or
indirectly and whether as Insurer or Reinsurer, from any insurance against Physical Damage
(including business interruption or consequential loss arising out of such Physical Damage)
to:  I.
    Nuclear reactor power plants including all auxiliary property on the site, orII.
    Any other nuclear reactor installation, including laboratories
handling radioactive materials in connection with reactor
installations, and critical facilities as such, orIII.
    Installations for fabricating complete fuel elements or for
processing substantial quantities of special nuclear material, and
for reprocessing, salvaging, chemically separating, storing or
disposing of spent nuclear fuel or waste materials, orIV.
    Installations other than those listed in paragraph (2) III above
using substantial quantities of radioactive isotopes or other
products of nuclear fission.  3.
    Without in any way restricting the operations of paragraphs (1) and (2) hereof, this
Reinsurance does not cover any loss or liability by radioactive contamination accruing to the
Reassured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on
property which is on the same site as a nuclear reactor power plant or other nuclear
installation and which normally would be insured therewith except that this paragraph (3)
shall not operate  (a)
    where Reassured does not have knowledge of such nuclear reactor power plant or
nuclear installation, or(b)
    where said insurance contains a provision excluding coverage for damage to property
caused by or resulting from radioactive contamination, however caused. However on and
after 1st January 1960 this sub-paragraph (b) shall only apply provided the said
radioactive contamination exclusion provision has been approved by the Governmental
Authority having jurisdiction thereof.  4.
    Without in any way restricting the operations of paragraphs (1), (2) and (3) hereof, this
Reinsurance does not cover any loss or liability by radioactive contamination accruing to the
Reassured, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive
contamination is a named hazard specifically insured against.  5.
    It is understood and agreed that this Clause shall not extend to risks using radioactive
isotopes in any form where the nuclear exposure is not considered by the Reassured to be the
primary hazard.  6.
    The term special nuclear material shall have the meaning given it in the Atomic Energy Act
of 1954 or by any law amendatory thereof. 7.  Reassured to be sole judge of what constitutes:  (a) substantial quantities, and (b) the extent of installation, plant or site. Note.-Without in any way restricting the operation of paragraph (1) hereof, it is understood and
agreed that  (a)
    all policies issued by the Reassured on or before 31st December 1957 shall be free
from the application of the other provisions of this Clause until expiry date or 31st
December 1960 whichever first occurs whereupon all the provisions of this Clause shall
apply.(b)
    with respect to any risk located in Canada policies issued by the Reassured on or
before 31st December 1958 shall be free from the application of the other provisions of
this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all
the provisions of this Clause shall apply. 12/12/57
N.M.A. 1119
BRMA 35B




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##### 



Nuclear Incident Exclusion Clause  Physical Damage  Reinsurance (Canada)  1.
    This Agreement does not cover any loss or liability accruing to the Reinsured, directly or
indirectly, and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers
formed for the purpose of covering Atomic or Nuclear Energy risks.  2.
    Without in any way restricting the operation of paragraph 1 of this clause, this Agreement
does not cover any loss or liability accruing to the Reinsured, directly or indirectly, and
whether as Insurer or Reinsurer, from any insurance against Physical Damage (including
business interruption or consequential loss arising out of such Physical Damage) to:  (a)
    nuclear reactor power plants including all auxiliary property on the site, or(b)
    any other nuclear reactor installation, including laboratories handling radioactive
materials in connection with reactor installations, and critical facilities as such, or(c)
    installations for fabricating complete fuel elements or for processing substantial
quantities of prescribed substances, and for reprocessing, salvaging, chemically
separating, storing or disposing of spent nuclear fuel or waste materials, or(d)
    installations other than those listed in (c) above using substantial quantities of
radioactive isotopes or other products of nuclear fission.  3.
    Without in any way restricting the operation of paragraphs 1 and 2 of this clause, this
Agreement does not cover any loss or liability by radioactive contamination accruing to the
Reinsured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on
property which is on the same site as a nuclear reactor power plant or other nuclear
installation and which normally would be insured therewith, except that this paragraph 3 shall
not operate:  (a)
    where the Reinsured does not have knowledge of such nuclear reactor power plant or
nuclear installation, or(b)
    where the said insurance contains a provision excluding coverage for damage to
property caused by or resulting from radioactive contamination, however caused.  4.
    Without in any way restricting the operation of paragraphs 1, 2 and 3 of this clause, this
Agreement does not cover any loss or liability by radioactive contamination accruing to the
Reinsured, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive
contamination is a named hazard specifically insured against.  5.
    This clause shall not extend to risks using radioactive isotopes in any form where the
nuclear exposure is not considered by the Reinsured to be the primary hazard.  6.
    The term prescribed substances shall have the meaning given to it by the Atomic Energy
Control Act R.S.C. 1985(c), A-16 or by any law amendatory thereof. 7.  Reinsured to be sole judge of what constitutes:  (a)
    substantial quantities, and(b)
    the extent of installation, plant or site.  8.
    Without in any way restricting the operation of paragraphs 1, 2, 3 and 4 of this clause, this
Agreement does not cover any loss or liability accruing to the Reinsured, directly or
indirectly, and whether as Insurer or Reinsurer, caused:  (1)
    by any nuclear incident, as defined in the Nuclear Liability Act or any other
nuclear liability act, law or statute, or any law amendatory thereof or nuclear explosion,
except for ensuing loss or damage which results directly from fire, lightning or explosion
of natural, coal or manufactured gas;(2)
    by contamination by radioactive material.  NOTE:
    Without in any way restricting the operation of paragraphs 1, 2, 3 and 4 of this clause,
paragraph 8 of this clause shall only apply to all original contracts of the Reinsured,
whether new, renewal or replacement, which become effective on or after December 31, 1992. N.M.A. 1980 (2/19/93)




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Pools, Associations and Syndicates Exclusion Clause Section A: Excluding:  (a)
    All business derived directly or indirectly from any Pool, Association or Syndicate
which maintains its own reinsurance facilities.(b)
    Any Pool or Scheme (whether voluntary or mandatory) formed after March 1, 1968 for
the purpose of insuring property whether on a country-wide basis or in respect of
designated areas. This exclusion shall not apply to so-called Automobile Insurance Plans
or other Pools formed to provide coverage for Automobile Physical Damage. Section B: It is agreed that business written by the Company for the same perils, which is known at the time
to be insured by, or in excess of underlying amounts placed in the following Pools, Associations or
Syndicates, whether by way of insurance or reinsurance, is excluded hereunder: Industrial Risk Insurers,Associated Factory Mutuals,Improved Risk Mutuals,Any Pool, Association or Syndicate formed for the purpose of writingOil, Gas or Petro-Chemical Plants and/or Oil or Gas Drilling Rigs,United States Aircraft Insurance Group,Canadian Aircraft Insurance Group,Associated Aviation Underwriters,American Aviation Underwriters.
 Section B does not apply:  (a)
    Where The Total Insured Value over all interests of the risk in question is less than
$250,000,000.(b)
    To interests traditionally underwritten as Inland Marine or stock and/or contents
written on a blanket basis.(c)
    To Contingent Business Interruption, except when the Company is aware that the key
location is known at the time to be insured in any Pool, Association or Syndicate named
above, other than as provided for under Section B(a).(d)
    To risks as follows: Offices, Hotels, Apartments, Hospitals, Educational Establishments, Public Utilities
(other than railroad schedules) and builders risks on the classes of risks specified in
this subsection (d) only. Where this clause attaches to Catastrophe Excesses, the following Section C is added: Section C: Nevertheless the Reinsurer specifically agrees that liability accruing to the Company from its
participation in residual market mechanisms including but not limited to: (1)
    
    The following so-called Coastal Pools:Alabama Insurance Underwriting AssociationLouisiana Insurance Underwriting AssociationMississippi Windstorm Underwriting AssociationNorth Carolina Insurance Underwriting AssociationSouth Carolina Windstorm and Hail Underwriting AssociationTexas Windstorm Insurance Association
 AND (2)
    
    All Fair Plan and Rural Risk Plan business




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AND  (3)
    Citizens Property Insurance Corporation (CPIC) and the California Earthquake
Authority (CEA) for all perils otherwise protected hereunder shall not be excluded, except, however, that this
reinsurance does not include any increase in such liability resulting from:  (i)
    The inability of any other participant in such Coastal Pool and/or Fair Plan
and/or Rural Risk Plan and/or Residual Market Mechanisms to meet its liability.(ii)
    Any claim against such Coastal Pool and/or Fair Plan and/or Rural Risk Plan
and/or Residual Market Mechanisms, or any participant therein, including the Company,
whether by way of subrogation or otherwise, brought by or on behalf of any insolvency fund
(as defined in the Insolvency Fund Exclusion Clause incorporated in this Contract). Section D:  (1)
    Notwithstanding Section C above, in respect of the CEA, where an assessment is made
against the Company by the CEA, the Company may include in its Ultimate Net Loss only that
assessment directly attributable to each separate loss occurrence covered hereunder. The
Companys initial capital contribution to the CEA shall not be included in the Ultimate
Net Loss.(2)
    Notwithstanding Section C above, in respect of CPIC, where an assessment is made
against the Company by CPIC, the maximum loss that the Company may include in the Ultimate
Net Loss in respect of any loss occurrence hereunder shall not exceed the lesser of:  (a)
    The Companys assessment from CPIC for the accounting year in which the
loss occurrence commenced, or(b)
    The product of the following:  (i)
    The Companys percentage participation in CPIC for the accounting
year in which the loss occurrence commenced; and(ii)
    CPICs total losses in such loss occurrence. Any assessments for accounting years subsequent to that in which the loss occurrence commenced may
not be included in the Ultimate Net Loss hereunder. Moreover, notwithstanding Section C above, in
respect of CPIC, the Ultimate Net Loss hereunder shall not include any monies expended to purchase
or retire bonds as a consequence of being a member of CPIC. For the purposes of this Contract, the
Company may not include in the Ultimate Net Loss any assessment or any percentage assessment levied
by CPIC to meet the obligations of an insolvent insurer member or other party, or to meet any
obligations arising from the deferment by CPIC of the collection of monies.   NOTES:
    
    Wherever used here
    
    in the terms:Company
    
    shall be understood to mean Company,
Reinsured, Reassured or whatever other
term is used in the attached reinsurance
document to designate the reinsured company
or companies.Agreement
    
    shall be understood to mean Agreement,
Contract, Policy or whatever other term
is used to designate the attached reinsurance
document.Reinsurers
    
    shall be understood to mean Reinsurers,
Underwriters or whatever other term is used
in the attached reinsurance document to
designate the reinsurer or reinsurers.




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Pollution and Seepage Exclusion Clause This Contract excludes loss and/or damage and/or costs and/or expenses arising from seepage
and/or pollution and/or contamination, other than contamination from smoke. Nevertheless, this
exclusion does not preclude payment of the cost of removing debris of property damaged by a loss
otherwise covered hereunder, subject always to a limit of 25% of the Companys property loss under
the applicable original policy. ( BENFIELD LOGO)




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Interests and Liabilities Agreement of AXA RE
Paris, France
(hereinafter referred to as the Subscribing Reinsurer") with respect to the Underlying Excess Catastrophe Reinsurance Contract
Effective: July 1, 2004 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 Reinsurerhereby accepts a 10.0% share in the interests and liabilities of the
Reinsurer as set forth in the attached Contract captioned above. This Agreement shall become effective on July 1, 2004, and shall continue in force until May 31,
2005, both days inclusive. The Subscribing Reinsurersshare 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 Reinsurershall in no event participate in the interests and
liabilities of the other reinsurers. In Witness Whereof, the Subscribing Reinsurerby its duly authorized representative has executed
this Agreement as of the date undermentioned at: Paris, France, this ___7th___day of ___December___in the year _2004___. ___Eric Excoffier, Senior Vice President___AXA RE
 ( BENFIELD LOGO)




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Interests and Liabilities Agreement of Everest Reinsurance Company
A Delaware Corporation
(hereinafter referred to as the Subscribing Reinsurer") with respect to the Underlying Excess Catastrophe Reinsurance Contract
Effective: July 1, 2004 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 Reinsurerhereby accepts a 50.0% share in the interests and liabilities of the
Reinsurer as set forth in the attached Contract captioned above. This Agreement shall become effective on July 1, 2004, and shall continue in force until May 31,
2005, both days inclusive. The Subscribing Reinsurersshare 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 Reinsurershall in no event participate in the interests and
liabilities of the other reinsurers. In Witness Whereof, the Subscribing Reinsurerby its duly authorized representative has executed
this Agreement as of the date undermentioned at: Liberty Corner, New Jersey, this _28th___day of ___February___in the year ___2005___. ___Roger Cunningham, Vice President, Treaty Property___Everest Reinsurance Company
 ( BENFIELD LOGO)




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##### 



Interests and Liabilities Agreement of Transatlantic Reinsurance Company
New York, New York
(hereinafter referred to as the Subscribing Reinsurer") with respect to the Underlying Excess Catastrophe Reinsurance Contract
Effective: July 1, 2004 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 Reinsurerhereby accepts a 15.0% share in the interests and liabilities of the
Reinsurer as set forth in the attached Contract captioned above. This Agreement shall become effective on July 1, 2004, and shall continue in force until May 31,
2005, both days inclusive. The Subscribing Reinsurersshare 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 Reinsurershall in no event participate in the interests and
liabilities of the other reinsurers. In Witness Whereof, the Subscribing Reinsurerby its duly authorized representative has executed
this Agreement as of the date undermentioned at: New York, New York, this ___3rd___day of ___November___in the year ___2004___. _Kevin Chiella, Assistant Vice
President___

Transatlantic Reinsurance Company
 ( BENFIELD LOGO)




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Interests and Liabilities Agreement of Certain Underwriting Members of Lloyds
shown in the Signing Schedule attached hereto
(hereinafter referred to as the Subscribing Reinsurer") with respect to the Underlying Excess Catastrophe Reinsurance Contract
Effective: July 1, 2004 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 Reinsurerhereby accepts a 25.0% share in the interests and liabilities of the
Reinsurer as set forth in the attached Contract captioned above. This Agreement shall become effective on July 1, 2004, and shall continue in force until , both
days inclusive. The Subscribing Reinsurersshare 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 Reinsurershall in no event participate in the interests and
liabilities of the other reinsurers. In any action, suit or proceeding to enforce the Subscribing Reinsurersobligations under the
attached Contract, service of process may be made upon Mendes & Mount, 750 Seventh Avenue, New
York, New York 10019. Signed for and on behalf of the Subscribing Reinsurerin the Signing Schedule attached hereto.
Peter, General Manager (Underwriters of Lloyds) ( BENFIELD LOGO)




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Underlying Excess Catastrophe Reinsurance Contract
Effective: July 1, 2004 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 Reinsurers
    
    ParticipationsAXA RE
    
    
    10.0
    %Everest Reinsurance Company
    
    
    50.0Transatlantic Reinsurance Company
    
    
    15.0Through Benfield LimitedLloyds Underwriters Per Signing Schedule
    
    
    25.0Total
    
    
    100.0
    %




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BRMA 39A




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Electronic Data Endorsement B  1.
    Electronic Data Exclusion Notwithstanding any provision to the contrary within the Contract or any endorsement thereto,
it is understood and agreed as follows:-  a)
    This Contract does not insure loss, damage, destruction, distortion, erasure,
corruption or alteration of ELECTRONIC DATA from any cause whatsoever (including but not
limited to COMPUTER VIRUS) or loss of use, reduction in functionality, cost, expense of
whatsoever nature resulting therefrom, regardless of any other cause or event
contributing concurrently or in any other sequence to the loss. ELECTRONIC DATA means facts, concepts and information converted to a form useable for
communications, interpretation or processing by electronic and electromechanical data
processing or electronically controlled equipment and includes programs, software and
other coded instructions for the processing and manipulation of data or the direction and
manipulation of such equipment. COMPUTER VIRUS means a set of corrupting, harmful or otherwise unauthorized instructions
or code including a set of maliciously introduced unauthorized instructions or code,
programmatic or otherwise, that propagate themselves through a computer system or network
of whatsoever nature. COMPUTER VIRUS includes but is not limited to Trojan Horses,
worms and time or logic bombs.  b)
    However, in the event that a peril listed below results from any of the matters
described in paragraph a) above, this Contract, subject to all its terms, conditions and
exclusions, will cover physical damage occurring during the Contract period to property
insured by this Contract directly caused by such listed peril.  Listed Perils Fire Explosion  2.
    Electronic Data Processing Media Valuation Notwithstanding any provision to the contrary within the Contract or any endorsement thereto,
it is understood and agreed as follows:- Should electronic data processing media insured by this Contract suffer physical loss or damage
insured by this Contract, then the basis of valuation shall be the cost of the blank media plus
the costs of copying the ELECTRONIC DATA from back-up or from originals of a previous
generation. These costs will not include research and engineering nor any costs of recreating,
gathering or assembling such ELECTRONIC DATA. If the media is not repaired, replaced or
restored the basis of valuation shall be the cost of the blank media. However this Contract
does not insure any amount pertaining to the value of such ELECTRONIC DATA to the Assured or
any other party, even if such ELECTRONIC DATA cannot be recreated, gathered or assembled. N.M.A. 2915 (25.1.01)