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                                                                   Exhibit 10.12

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2005

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                 PAGE
<S>                                                     <C>
     I      Classes of Business Reinsured                 1
    II      Commencement and Termination                  1
   III      Territory (BRMA 51A)                          3
    IV      Exclusions                                    3
     V      Special Acceptances                           7
    VI      Retention and Limit                           7
   VII      Definitions                                   8
  VIII      Annuities at Company's Option                10
    IX      Claims                                       11
     X      Commutation                                  11
    XI      Special Commutation                          12
   XII      Salvage and Subrogation                      13
  XIII      Reinsurance Premium                          14
   XIV      Late Payments                                14
    XV      Offset (BRMA 36A)                            15
   XVI      Access to Records (BRMA 1D)                  16
  XVII      Liability of the Reinsurer                   16
 XVIII      Net Retained Lines (BRMA 32E)                16
   XIX      Errors and Omissions (BRMA 14F)              16
    XX      Taxes (BRMA 50B)                             16
   XXI      Reserves and Letters of Credit               17
  XXII      Insolvency                                   18
 XXIII      Arbitration (BRMA 6J)                        19
  XXIV      Service of Suit (BRMA 49C)                   20
   XXV      Entire Agreement                             20
  XXVI      Governing Law (BRMA 71B)                     20
 XXVII      Agency Agreement                             21
XXVIII      Intermediary (BRMA 23A)                      21
</TABLE>

<PAGE>

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2005

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group
             (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 Workers' Compensation, Employers Liability, including coverage provided under
the U.S. Longshore and Harbor Workers' Compensation Act and the Jones Act, and
General Liability business, subject to the terms, conditions and limitations
hereinafter set forth.

ARTICLE II - COMMENCEMENT AND TERMINATION

A.    This Contract shall become effective at 12:01 a.m., Local Standard Time,
      January 1, 2005, with respect to losses arising out of occurrences
      commencing at or after that time and date, and shall continue in force
      thereafter until terminated.

B.    Either party may terminate this Contract on any December 31 by giving the
      other party not less than 90 days prior notice by certified or registered
      mail.

C.    Notwithstanding the provisions of paragraph B above, the Company may
      terminate a Subscribing Reinsurer's percentage share in this Contract in
      the event any of the following

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      circumstances occur, as clarified by public announcement as respects
      subparagraphs 1 through 7 below or upon discovery as respects subparagraph
      8 below. Within 30 days of such public announcement or discovery, the
      Company shall give the Subscribing Reinsurer notice, via certified mail,
      of its intent to terminate the Subscribing Reinsurer's percentage share
      under the Contract. The effective date of termination shall be applied to
      12:01 a.m., Local Standard Time, on the date specified by the Company,
      subject to one day of prior notice, unless mutually agreed otherwise:

      1.    The Subscribing Reinsurer's policyholders' surplus at the beginning
            of any contract year has been reduced by more than 20.0% of the
            amount of surplus 12 months prior to that date; or

      2.    The Subscribing Reinsurer's policyholders' surplus at any time
            during any contract year has been reduced by more than 20.0% of the
            amount of surplus at the date of the Subscribing Reinsurer's most
            recent financial statement filed with regulatory authorities and
            available to the public as of the beginning of the contract year; or

      3.    The Subscribing Reinsurer's A.M. Best's rating has been assigned or
            downgraded below A- and/or Standard & Poor's rating has been
            assigned or downgraded below BBB+; or

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

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

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

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

      8.    The Subscribing Reinsurer has ceased assuming new and renewal treaty
            reinsurance business.

D.    Unless the Company elects that the Reinsurer have no liability for losses
      arising out of occurrences commencing after the effective date of
      termination, and so notifies the Reinsurer prior to or as promptly as
      possible after the effective date of termination, reinsurance hereunder on
      business in force on the effective date of termination shall remain in
      full force and effect until expiration, cancellation or next premium
      anniversary of such business, whichever first occurs, but in no event
      beyond 12 months plus odd time (not exceeding 18 months in all) following
      the effective date of termination.

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ARTICLE III - TERRITORY (BRMA 51A)

The territorial limits of this Contract shall be identical with those of the
Company's policies.

ARTICLE IV - EXCLUSIONS

A.    This Contract does not apply to and specifically excludes the following:

      1.    Lines of business not identified in Article I.

      2.    All excess of loss reinsurance assumed by the Company.

      3.    Reinsurance assumed by the Company under obligatory reinsurance
            agreements, except:

            a.    Agency reinsurance where the policies involved are to be
                  reunderwritten in accordance with the underwriting standards
                  of the Company and reissued as Company policies at the next
                  anniversary or expiration date; and

            b.    Intercompany reinsurance between any of the reinsured
                  companies under this Contract.

      4.    Business written by the Company on a co-indemnity basis where the
            Company is not the controlling carrier.

      5.    Business written to apply in excess of a deductible of more than
            $25,000, and business issued to apply specifically in excess over
            underlying insurance. However, if the Company is required, by any
            state regulation, to provide a deductible of more than $25,000, this
            exclusion shall not apply.

      6.    Nuclear risks as defined in the "Nuclear Incident Exclusion Clause -
            Liability - Reinsurance (U.S.A.)" attached to and forming part of
            this Contract.

      7.    As regards interests which at time of loss or damage are on shore,
            no liability shall attach hereto in respect of any loss or damage
            which is occasioned by 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. This War Exclusion Clause shall not, however,
            apply to interests which at time of loss or damage are within the
            territorial limits of the United States of America (comprising the
            Fifty States of the Union, the District of Columbia, and including
            bridges between the United States of America and Mexico provided
            they are under United States ownership), Canada, St. Pierre and
            Miquelon, provided such interests are insured under policies
            containing a standard war or hostilities or warlike operations
            exclusion clause.

      8.    Liability as a member, subscriber or reinsurer of any Pool,
            Syndicate or Association, but this exclusion shall not apply to
            Assigned Risk Plans or similar plans.

      9.    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.

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            "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.

      10.   Workers' Compensation where the principal exposures, as defined by
            the governing class code, include:

            a.    Operation of aircraft but only if the annual estimated policy
                  premium is $250,000 or more;

            b.    Railroad, subway, or street railway operations;

            c.    Operation or navigation of vessels or barges;

            d.    Manufacture, production, or refining of gas, natural or
                  artificial fuel, or other liquefied petroleum fuel, but only
                  if the annual estimated policy premium is $250,000 or more;

            e.    Manufacturing, assembly, packing, or processing of fireworks,
                  fuses, nitroglycerine, magnesium, pyroxylin, ammunition, or
                  explosives. This exclusion does not apply to the assembly,
                  packing, or processing of explosives when the estimated annual
                  premium is under $250,000;

            f.    Wrecking or demolition of structures but only if the annual
                  estimated policy premium is $250,000 or more;

            g.    Underground mining.

      11.   As respects Workers' Compensation and Employers' Liability only,
            unless otherwise excluded as set forth above, the reinsurance
            provided under this Contract shall not apply to any loss, cost or
            expense arising out of or related to, either directly or indirectly,
            any "terrorist activity," as defined herein, but this exclusion
            shall only apply when the activity includes, involves, or is
            associated with the use of any biological, chemical, radioactive, or
            nuclear agent, material, device or weapon, or when the predominant
            business of the policyholder as defined by the governing class code
            is:

            a.    The operation of: airports and aircraft; flight schools;
                  bridges, dams, tunnels, or locks; department stores; shopping
                  malls; chain retail stores; casinos and casino hotels; cruise
                  lines; railroads; ports/public transit authorities; security
                  services; stadiums; convention/exhibition centers; or
                  theme/amusement parks.

            b.    The manufacture and distribution of: automobiles; chemicals,
                  petrochemicals, pharmaceuticals; utilities (electric, gas,
                  water, and sewer); major defense/aerospace products; or
                  high-tech equipment, but only if the policyholder employs more
                  than 20 personnel at the location of a terrorist activity at
                  the time of its occurrence.

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            c.    The management or operation of the following type of
                  structures, but only if greater than 25 stories in height:
                  apartments/condominiums/co-ops; hotels/motels; or office
                  buildings.

            d.    Businesses primarily engaged in the entertainment, media, or
                  transportation industry limited to the following: major media
                  providers (NBC, FOX, ABC, CBS, etc.); television and motion
                  picture studios; Broadway theaters; major internet companies
                  (AOL, Yahoo, etc.); professional sports teams; major
                  telecommunications companies (AT&T, Worldcom/MCI, etc.);
                  national truck rental companies (Ryder, Penske, UHaul, etc.);
                  or major national motor freight common carriers (J.B. Hunt,
                  Red Arrow, etc.).

            e.    Policyholders primarily located in, or predominantly doing
                  business as: hospitals; universities; nuclear facilities;
                  financial institutions; or governmental buildings and national
                  landmarks.

            "Terrorist activity" shall mean any deliberate, unlawful act that:

            a.    Is declared by any authorized government official to be or to
                  involve terrorism, terrorist activity or acts of terrorism; or

            b.    Includes, involves, or is associated with the use or
                  threatened use of force, violence or harm against any person,
                  tangible or intangible property, the environment, or any
                  natural resources, where the act or threatened act is
                  intended, in whole or in part, to:

                  i.    Promote or further any political, ideological,
                        philosophical, racial, ethnic, social or religious cause
                        or objective of the perpetrator or any organization,
                        association or group affiliated with the perpetrator; or

                  ii.   Influence, disrupt or interfere with any government
                        related operations, activities or policies; or

                  iii.  Intimidate, coerce or frighten the general public or any
                        segment of the general public; or

                  iv.   Disrupt or interfere with a national economy or any
                        segment of a national economy; or

            c.    Includes, involves, or is associated with, in whole or in
                  part, any of the following activities, or the threat thereof:

                  i.    Hijacking or sabotage of any form of transportation or
                        conveyance, including but not limited to spacecraft,
                        satellite, aircraft, train, vessel, or motor vehicle;

                  ii.   Hostage taking or kidnapping;

                  iii.  The use of any bomb, incendiary device, explosive or
                        firearm;

                  iv.   The interference with or disruption of basic public or
                        commercial services and systems, including but not
                        limited to the following services or systems:

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                        electricity, natural gas, power, postal, communications,
                        telecommunications, information, public transportation,
                        water, fuel, sewer or waste disposal;

                  v.    The injuring or assassination of any elected or
                        appointed government official or any government
                        employee;

                  vi.   The seizure, blockage, interference with, disruption of,
                        or damage to any government buildings, institutions,
                        functions, events, tangible or intangible property or
                        other assets; or

                  vii.  The seizure, blockage, interference with, disruption of,
                        or damage to tunnels, roads, streets, highways, or other
                        places of public transportation or conveyance.

            d.    Any of the activities listed in subparagraph c, above, shall
                  be considered terrorist activity except where the Company can
                  demonstrate to the Reinsurer that the foregoing activities or
                  threats thereof were motivated solely by personal objectives
                  of the perpetrator that are unrelated, in whole or in part, to
                  any intention to:

                  i.    Promote or further any political, ideological,
                        philosophical, racial, ethnic, social or religious cause
                        or objective of the perpetrator or any organization,
                        association or group affiliated with the perpetrator;

                  ii.   Influence, disrupt or interfere with any
                        government-related operations, activities or policies;

                  iii.  Intimidate, coerce or frighten the general public or any
                        segment of the general public; or

                  iv.   Disrupt or interfere with a national economy or any
                        segment of a national economy.

      12.   As respects General Liability policies, exposures, other than those
            identified below, as included in the General Liability section of
            the Company's Commercial Lines Manual:

            a.    Class 97111 - Logging;

            b.    Class 58873 - Sawmill;

            c.    Class 59984 - Woodyard and Drivers;

            d.    Class 95410 - Grading of Land;

            e.    Class 45819 - Lumber Yard;

            f.    Class 10073 - Repair Shops and Drivers;

            g.    Class 43822 - Timber Cruiser;

            h.    Class 99793 - Truckman Not Otherwise Classified;

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            i.    Class 91591 - Contractors - Subcontracted Work Other Than
                  Construction;

            j.    Class 49452 - Vacant Land.

B.    Any exclusion set forth in subparagraphs 10 and/or 12 of paragraph A shall
      be waived automatically when, in the opinion of the Company, the exposure
      excluded therein is incidental to the principal exposure on the risk in
      question.

C.    If the Company is bound, without the knowledge and contrary to the
      instructions of the Company's supervisory underwriting personnel, on any
      business falling within the scope of one or more of the exclusions set
      forth in subparagraphs 10 and/or 12 of paragraph A, the exclusion shall be
      suspended with respect to such business until the Company has the first
      opportunity to cancel the policy in compliance with governmental
      requirements.

D.    If the Company is required to accept an assigned risk which conflicts with
      one or more of the exclusions set forth in subparagraph 10 of paragraph A,
      reinsurance shall apply, but only for the difference between the Company's
      retention and the minimum limit required by the applicable state statute,
      and in no event shall the Reinsurer's liability exceed the limit set forth
      in Article VI.

ARTICLE V - SPECIAL ACCEPTANCES

From time to time the Company may request a special acceptance of reinsurance
falling outside the scope of the provisions set forth in this Contract. If each
Subscribing Reinsurer whose share in the interests and liabilities of the
Reinsurer is 25.0% or greater agrees to a special acceptance, such special
acceptance shall be binding on all Subscribing Reinsurers with respect to their
respective shares. If such agreement is not achieved, such special acceptance
shall be made to this Contract only with respect to the interests and
liabilities of each Subscribing Reinsurer who agrees to the special acceptance.
In the event a reinsurer becomes a party to this Contract subsequent to one or
more special acceptances hereunder, the new reinsurer shall automatically accept
such special acceptance(s) as being covered hereunder.

ARTICLE VI - RETENTION AND LIMIT

A.    The Company shall retain and be liable for the first $1,000,000 of
      ultimate net loss arising out of each occurrence. The Reinsurer shall then
      be liable (subject to the provisions of paragraph B below) for the amount
      by which such ultimate net loss exceeds the Company's retention, but the
      liability of the Reinsurer shall not exceed $4,000,000 as respects any one
      occurrence.

B.    Notwithstanding the provisions of paragraph A above, no claim shall be
      made under this Contract during any contract year unless and until
      cumulative subject excess losses paid from losses arising out of
      occurrences commencing during the contract year (being losses which would
      be recoverable from the Reinsurer under paragraph A above were it not for
      the provisions of this paragraph) exceed an annual aggregate retention of
      2.250% of net earned premium. The Company shall retain and be liable for
      such annual aggregate retention in addition to its initial loss retention
      stipulated in paragraph A above.

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C.    As respects any loss or losses arising out of terrorist activity, the
      liability of the Reinsurer shall not exceed $4,000,000 each contract year.
      Terrorism losses shall have priority when calculating the annual aggregate
      retention.

D.    The Company shall be permitted to carry quota share and excess
      reinsurance, recoveries under which shall inure solely to the benefit of
      the Company and be entirely disregarded in applying all of the provisions
      of this Contract.

E.    The Company shall be permitted to carry excess of loss reinsurance
      applying to Workers' Compensation risks in the State of Minnesota,
      recoveries under which shall inure to the benefit of this Contract.

      Such coverage shall be provided through the Minnesota Workers'
      Compensation Reinsurance Association. It is understood that the liability
      of the Reinsurer for Minnesota Workers' Compensation risks is not
      released.

      In the event the Company accrues liability that is not provided by any
      inuring reinsurance, for whatever reason, the Reinsurer agrees to reinsure
      such excess liability.

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 any 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 an 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

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            circumstances, to have occurred on the same date as the loss covered
            or alleged to be covered under the policy.

      If any provision of this Article 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.

      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.

C.    "Occurrence" as used herein is defined as an accident or occurrence or a
      series of accidents or occurrences arising out of or caused by one event,
      except that:

      1.    As respects General Liability policies where the Company's limit of
            liability for Products and Completed Operations coverages is
            determined on the basis of the insured's aggregate losses during a
            policy period, all such losses proceeding from or traceable to the
            same causative agency shall, at the Company's option, be deemed to
            have been caused by one occurrence commencing at the beginning of
            the policy period, it being understood and agreed that each renewal
            or annual anniversary date of the policy involved shall be deemed
            the beginning of a new policy period;

      2.    Each occupational disease case or cumulative trauma case contracted
            by an employee of an insured shall be deemed to have been caused by
            a separate occurrence, commencing on:

            a.    The date of disability for which compensation is payable if
                  the case is compensable under the Workers' Compensation Law;

            b.    The date disability due to the disease actually began if the
                  case is not compensable under the Workers' Compensation Law;

            c.    The date of cessation of employment if claim is made after
                  employment has ceased.

      3.    Notwithstanding the provisions of subparagraph 2 above, as respects
            losses resulting from occupational disease or cumulative trauma
            suffered by employees of an insured for which the employer is
            liable, as a result of a sudden and accidental event not exceeding
            72 hours in duration, all such losses shall be considered one
            occurrence and may be combined with losses classified as other than
            occupational disease or cumulative trauma which arise out of the
            same event and the combination of such losses shall be considered as
            one occurrence within the meaning hereof.

D.    "Occupational or industrial disease" is any abnormal condition that
      fulfills all of the following conditions:

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      1.    It is not traceable to a definite compensable accident occurring
            during the employee's past or present employment.

      2.    It has been caused by exposure to a disease producing agent or
            agents present in the workers' occupational environment.

      3.    It has resulted in disability or death.

E.    "Cumulative trauma" is an injury that fulfills all of the following
      conditions:

      1.    It is not traceable to a definite compensable accident occurring
            during the employee's past or present employment.

      2.    It has occurred from and has been aggravated by a repetitive
            employment related activity.

      3.    It has resulted in disability or death.

F.    "Loss adjustment expense" as used herein shall mean expenses allocable to
      the investigation, defense and/or settlement of specific claims, including
      litigation expenses, interest on judgments, declaratory judgment expenses
      or other legal expenses and costs incurred in connection with coverage
      questions and legal actions connected thereto, and salaries and expenses
      of salaried adjusters associated with claims covered under policies of the
      Company reinsured hereunder but not including office expenses or salaries
      of the Company's regular employees.

G.    "Contract year" as used in this Contract shall mean the period from
      January 1, 2005 to December 31, 2005, both days inclusive, and each
      respective 12-month period thereafter that this Contract continues in
      force. However, if this Contract is terminated, the final contract year
      shall be from the beginning of the then current contract year through the
      date of termination if this Contract is terminated on a "cutoff" basis, or
      the end of the runoff period if this Contract is terminated on a "runoff"
      basis.

ARTICLE VIII - ANNUITIES AT COMPANY'S OPTION

A.    Whenever the Company is required, or elects, to purchase an annuity or to
      negotiate a structured settlement, either in satisfaction of a judgment or
      in an out-of-court settlement or otherwise, the cost of the annuity or the
      structured settlement, as the case may be, shall be deemed part of the
      Company's ultimate net loss.

B.    The terms "annuity" or "structured settlement" shall be understood to mean
      any insurance policy, lump sum payment, agreement or device of whatever
      nature resulting in the payment of a lump sum by the Company in settlement
      of any or all future liabilities which may attach to it as a result of an
      occurrence.

C.    In the event the Company purchases an annuity which inures in whole or in
      part to the benefit of the Reinsurer, it is understood that the liability
      of the Reinsurer is not released thereby. In the event the Company is
      required to provide benefits not provided by the annuity for whatever
      reason, the Reinsurer shall pay its proportional share of any loss.

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ARTICLE IX - CLAIMS

A.    Whenever a claim is reserved by the Company for an amount greater than
      50.0% of its retention hereunder and/or whenever a claim appears likely to
      result in a claim under this Contract, the Company shall notify the
      Reinsurer. Further, the Company shall notify the Reinsurer whenever a
      claim involves a fatality, major limb amputation, spinal cord damage,
      brain damage, blindness or extensive burns, regardless of liability, if
      the policy limits or statutory benefits applicable to the claim are
      greater than the Company's retention hereunder. The Reinsurer shall have
      the right to participate, at its own expense, in the defense of any claim
      or suit or proceeding involving this reinsurance.

B.    All claim settlements made by the Company, provided they are within the
      terms of this Contract (including but not limited to ex-gratia payments),
      shall be binding upon the Reinsurer, and the Reinsurer agrees to pay all
      amounts for which it may be liable upon receipt of satisfactory evidence
      of the amount paid by the Company.

ARTICLE X - COMMUTATION

A.    The Company and the Reinsurer may mutually agree to commute any contract
      year.

B.    Unless otherwise mutually agreed, the calculation for the commutation
      shall be calculated in accordance with the following formula:

      1.    The Reinsurer's net premium earned (i.e., the gross earned
            reinsurance premium less the ceding commission paid) for the
            contract year; less

      2.    The Reinsurer's paid losses and loss adjustment expense on losses
            arising out of occurrences commencing during the contract year; less

      3.    The Reinsurer's margin at 25.0% of the net earned premium (i.e., the
            gross earned reinsurance premium less the ceding commission paid)
            for the contract year; equals

      4.    The Company's net profit.

C.    Payment to the Company of the calculation will result in a full and final
      commutation of all known and unknown losses and shall constitute a
      complete and final release of the Reinsurer and the Company in respect of
      any and all liabilities on business covered under this Contract during the
      contract year commuted.

D.    Should the calculation be zero or negative, no payment shall be made and
      the Company shall have the option to provide a full and final commutation
      of all known and unknown losses, which shall constitute a complete and
      final release of the Reinsurer and the Company with respect to any and all
      liabilities on business covered under this Contract during the contract
      year commuted.

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ARTICLE XI - SPECIAL COMMUTATION

A.    In the event a Subscribing Reinsurer meets the following conditions, the
      Company may require a commutation of that portion of any excess loss
      hereunder represented by any outstanding claim or claims, including any
      related loss adjustment expense.

      1.    The Subscribing Reinsurer's A.M. Best's rating has been assigned or
            downgraded below A- (inclusive of "Not Rated" ratings) and/or
            Standard & Poor's rating has been assigned or downgraded below BBB+
            (inclusive of "Not Rated" ratings); or

      2.    The Subscribing Reinsurer has ceased assuming new and renewal
            property and casualty treaty reinsurance business.

      "Outstanding claim or claims" shall be defined as known or unknown claims,
      including any billed yet unpaid claims. However, unless otherwise mutually
      agreed, this paragraph shall not apply unless the outstanding claim or
      claims is for an amount not less than $5,000.

      Such commutation shall be in accordance with Article II. Unless mutually
      agreed or subject to Article II, the commutation will take place for a
      subject period being the inception of the contract year through the date
      of termination. The Subscribing Reinsurer shall have no liability for
      losses arising out of occurrences after the date of termination.

B.    If the Company elects to require commutation as provided in paragraph A
      above, the Company shall submit a Statement of Valuation of the
      outstanding claim or claims as of the last day of the month immediately
      preceding the month in which the Company elects to require commutation, as
      determined by the Company. Such Statement of Valuation shall include the
      elements considered reasonable to establish the excess loss and shall set
      forth or attach the information relied upon by the Company and the
      methodology employed to calculate the excess loss. The Subscribing
      Reinsurer shall then pay the amount requested within 30 calendar days of
      receipt of such Statement of Valuation, unless the Subscribing Reinsurer
      needs additional information from the Company to assess the Company's
      Statement of Valuation or contests such amount.

C.    If the Subscribing Reinsurer needs additional information from the Company
      to assess the Company's Statement of Valuation or contests the amount
      requested, the Subscribing Reinsurer shall so notify the Company within 15
      calendar days of receipt of the Company's Statement of Valuation. The
      Company shall supply any reasonably requested information to the
      Subscribing Reinsurer within 15 calendar days of receipt of the
      notification. Within 30 calendar days of the date of the notification or
      of the receipt of the information, whichever is later, the Subscribing
      Reinsurer shall provide the Company with its Statement of Valuation of the
      outstanding claim or claims as of the last day of the month immediately
      preceding the month in which the Company elects to require commutation, as
      determined by the Subscribing Reinsurer. Such Statement of Valuation shall
      include the elements considered reasonable to establish the excess loss
      and shall set forth or attach the information relied upon by the
      Subscribing Reinsurer and the methodology employed to calculate the excess
      loss.

D.    In the event the Subscribing Reinsurer's Statement of Valuation of the
      outstanding claim or claims is viewed as unacceptable to the Company, the
      Company may either abandon the commutation effort, or may seek to settle
      any difference by using an independent actuary agreed to by the parties.

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E.    If the parties cannot agree on an acceptable independent actuary within 15
      calendar days of the date of the Subscribing Reinsurer's Statement of
      Valuation, then each party shall appoint an actuary as party arbitrators
      for the limited and sole purpose of selecting an independent actuary. If
      the actuaries cannot agree on an acceptable independent actuary within 15
      calendar days of the date of the Subscribing Reinsurer's Statement of
      Valuation, the Company shall supply the Subscribing Reinsurer with a list
      of at least three proposed independent actuaries, and the Subscribing
      Reinsurer shall select the independent actuary from that list.

F.    Upon selection of the independent actuary, both parties shall present
      their respective written submissions to the independent actuary. The
      independent actuary may, at his or her discretion, request additional
      information. The independent actuary shall issue his or her decision
      within 45 calendar days after the written submissions have been filed and
      any additional information has been provided.

G.    The decision of the independent actuary shall be final and binding. The
      expense of the independent actuary shall be equally divided between the
      two parties. For the purposes of this Article, unless mutually agreed
      otherwise, an "independent actuary" shall be an actuary who satisfies each
      of the following criteria:

      1.    Is regularly engaged in the valuation of claims resulting from lines
            of business subject to this Contract; and

      2.    Is either a Fellow of the Casualty Actuarial Society or of the
            American Academy of Actuaries; and

      3.    Is disinterested and impartial regarding this commutation.

H.    Notwithstanding paragraph A, B and C above, in the event that the
      Subscribing Reinsurer no longer meets the conditions set forth in
      subparagraph 1 or 2 in paragraph A above, this commutation may continue on
      a mutually agreed basis.

I.    Payment by the Subscribing Reinsurer of the amount requested in accordance
      with paragraph B, C or F above, shall release the Subscribing Reinsurer
      from all further liability for outstanding claim or claims, known or
      unknown, under this Contract, which shall release the Company from all
      further liability for payments of salvage or subrogation amounts, known or
      unknown, to the Subscribing Reinsurer under this Contract.

J.    In the event of any conflict between this Article and any other Article of
      this Contract, the terms of this Article shall control.

K.    This Article shall survive the termination of this Contract.

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) or subrogation on
account of claims and settlements involving reinsurance hereunder. Salvage or
subrogation 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

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any way to reimburse the Company for its primary loss. The Company hereby agrees
to enforce its rights to salvage or subrogation where it is economically
reasonable in the judgment of the Company, 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 during each contract
      year, the Company shall pay the Reinsurer 5.900% of its net earned
      premium.

B.    Within 30 days after the end of each month, the Company shall report its
      net earned premium for the month. The premium due the Reinsurer, at the
      rate shown in paragraph A, shall be paid by the Company with its report.
      In the event this Contract is terminated in accordance with paragraph C of
      Article II, no payments shall be due as respects each Subscribing
      Reinsurer after the effective date of termination.

C.    Within 60 days after the end of each contract year (or within 60 days
      after the effective date of termination if this Contract is terminated on
      a "runoff" basis), the Company shall provide a report to the Reinsurer
      setting forth the premium due hereunder for the contract year, computed in
      accordance with paragraph A, and any additional premium due the Reinsurer
      shall be remitted promptly.

D.    "Net earned premium" as used herein is defined as the Company's gross
      earned premium collected on the classes of business subject to this
      Contract, less only the earned portion of premiums, if any, ceded by the
      Company for reinsurance which inures to the benefit of this Contract and
      less dividends incurred.

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 XXVIII (hereinafter referred
      to as the "Intermediary") by the payment due date, the party to whom
      payment is due, may, by notifying the Intermediary in writing, require the
      debtor party to pay, and the debtor party agrees to pay, an interest
      penalty on the amount past due calculated for each such payment on the
      last business day of each month as follows:

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

      2.    1/365ths of the sum of 400 basis points plus the six-month United
            States Treasury Bill rate as quoted in The Wall Street Journal on
            the first business day of the month for which the calculation is
            made; times

      3.    The amount past due, including accrued interest.

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

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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 45 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 45 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.

ARTICLE XV - OFFSET (BRMA 36A)

The Company and the Reinsurer may offset any balance or amount due from one
party to the other under this Contract or any other contract heretofore or
hereafter entered into between the Company and the Reinsurer, whether acting as
assuming reinsurer or ceding company. This provision shall not be affected by
the insolvency of either party to this Contract.

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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.

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.

ARTICLE XX - TAXES (BRMA 50B)

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 or the District of Columbia.

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ARTICLE XXI - RESERVES AND LETTERS OF CREDIT

(Applies only to a reinsurer which does not qualify for full credit with any
insurance regulatory authority having jurisdiction over the Company's reserves,
which is or becomes rated "B++" or lower by A.M. Best (inclusive of "Not Rated"
ratings) and/or Standard & Poor's rating is or becomes "BBB+" or lower
(inclusive of "Not Rated" ratings).)

A.    As regards policies or bonds issued by the Company coming within the scope
      of this Contract, the Company agrees that when it shall file with the
      insurance regulatory authority or set up on its books reserves for losses
      covered hereunder which it shall be required by law to set up, it will
      forward to the Reinsurer a statement showing the proportion of such
      reserves which is applicable to the Reinsurer. The Reinsurer hereby agrees
      to fund such reserves in respect of known outstanding losses that have
      been reported to the Reinsurer and allocated loss adjustment expense
      relating thereto, losses and allocated loss adjustment expense paid by the
      Company but not recovered from the Reinsurer, plus reserves for losses
      incurred but not reported, as shown in the statement prepared by the
      Company (hereinafter referred to as "Reinsurer's Obligations") by funds
      withheld, cash advances or a Letter of Credit. The Reinsurer shall have
      the option of determining the method of funding provided it is acceptable
      to the insurance regulatory authorities having jurisdiction over the
      Company's reserves with regards to unauthorized reinsurers; or, should the
      Reinsurer be downgraded, the method of funding shall be mutually agreed.

B.    When funding by a Letter of Credit, the Reinsurer agrees to apply for and
      secure timely delivery to the Company of a clean, irrevocable and
      unconditional Letter of Credit issued by a bank meeting the NAIC
      Securities Valuation Office credit standards for issuers of Letters of
      Credit and containing provisions acceptable to the insurance regulatory
      authorities having jurisdiction over the Company's reserves in an amount
      equal to the Reinsurer's proportion of said reserves. Such Letter of
      Credit shall be issued for a period of not less than one year, and shall
      contain an "evergreen" clause, which automatically extends the term for
      one year from its date of expiration or any future expiration date unless
      thirty (30) days (sixty (60) days where required by insurance regulatory
      authorities) prior to any expiration date the issuing bank shall notify
      the Company by certified or registered mail that the issuing bank elects
      not to consider the Letter of Credit extended for any additional period.

C.    The Reinsurer and Company agree that the Letters of Credit provided by the
      Reinsurer pursuant to the provisions of this Contract may be drawn upon at
      any time, notwithstanding any other provision of this Contract, and be
      utilized by the Company or any successor, by operation of law, of the
      Company including, without limitation, any liquidator, rehabilitator,
      receiver or conservator of the Company for the following purposes, unless
      otherwise provided for in a separate Trust Agreement:

      1.    To reimburse the Company for the Reinsurer's Obligations, the
            payment of which is due under the terms of this Contract and which
            has not been otherwise paid;

      2.    To make refund of any sum which is in excess of the actual amount
            required to pay the Reinsurer's Obligations under this Contract, if
            so requested by the Reinsurer;

      3.    To fund an account with the Company for the Reinsurer's Obligations.
            Such cash deposit shall be held in an interest bearing account
            separate from the Company's

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            other assets, and interest thereon not in excess of the prime rate
            shall accrue to the benefit of the Reinsurer;

       4.   To pay the Reinsurer's share of any other amounts the Company claims
            are due under this Contract.

D.    In the event the amount drawn by the Company on any Letter of Credit is in
      excess of the actual amount required for subparagraphs 1 or 3, or in the
      case of subparagraph 4, the actual amount determined to be due, the
      Company shall promptly return to the Reinsurer the excess amount so drawn.
      All of the foregoing shall be applied without diminution because of
      insolvency on the part of the Company or the Reinsurer.

E.    The issuing bank shall have no responsibility whatsoever in connection
      with the propriety of withdrawals made by the Company or the disposition
      of funds withdrawn, except to ensure that withdrawals are made only upon
      the order of properly authorized representatives of the Company.

F.    At annual intervals, or more frequently as agreed but never more
      frequently than quarterly, the Company shall prepare a specific statement
      of the Reinsurer's Obligations, for the sole purpose of amending the
      Letter of Credit, in the following manner:

      1.    If the statement shows that the Reinsurer's Obligations exceed the
            balance of credit as of the statement date, the Reinsurer shall,
            within thirty (30) days after receipt of notice of such excess,
            secure delivery to the Company of an amendment to the Letter of
            Credit increasing the amount of credit by the amount of such
            difference.

      2.    If, however, the statement shows that the Reinsurer's Obligations
            are less than the balance of credit as of the statement date, the
            Company shall, within thirty (30) days after receipt of written
            request from the Reinsurer, release such excess credit by agreeing
            to secure an amendment to the Letter of Credit reducing the amount
            of credit available by the amount of such excess credit.

G.    This Article shall not apply to a reinsurer which satisfies both of the
      following:

      1.    Qualifies for full credit with any insurance regulatory authority
            having jurisdiction over the Company's reserves; and

      2.    Is rated "A+" or better by A.M. Best at the beginning of any
            contract year.

ARTICLE XXII - 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

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      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 XXIII - ARBITRATION (BRMA 6J)

A.    As a condition precedent to any right of action hereunder, in the event of
      any dispute or difference of opinion hereafter arising with respect to
      this Contract, it is hereby mutually agreed that such dispute or
      difference of opinion shall be submitted to arbitration. One Arbiter shall
      be chosen by the Company, the other by the Reinsurer, and an Umpire shall
      be chosen by the two Arbiters before they enter upon arbitration, all of
      whom shall be active or retired disinterested executive officers of
      insurance or reinsurance companies or Lloyd's London Underwriters. In the
      event that either party should fail to choose an Arbiter within 30 days
      following a written request by the other party to do so, the requesting
      party may choose two Arbiters who shall in turn choose an Umpire before
      entering upon arbitration. If the two Arbiters fail to agree upon the
      selection of an Umpire within 30 days following their appointment, each
      Arbiter shall nominate three candidates within 10 days thereafter, two of
      whom the other shall decline, and the decision shall be made by drawing
      lots.

B.    Each party shall present its case to the Arbiters within 30 days following
      the date of appointment of the Umpire. The Arbiters shall consider this
      Contract as an honorable engagement rather than merely as a legal
      obligation and they are relieved of all judicial formalities and may
      abstain from following the strict rules of law. The decision of the
      Arbiters shall be final and binding on both parties; but failing to agree,
      they shall call in the Umpire and the decision of the majority shall be
      final and binding upon both parties. Judgment upon the final decision of
      the Arbiters may be entered in any court of competent jurisdiction.

C.    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 and communications shall be made by the Company to each of the
      reinsurers constituting one party, provided, however,

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      that nothing herein 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 reinsurers participating under the terms of
      this Contract from several to joint.

D.    Each party shall bear the expense of its own Arbiter, and shall jointly
      and equally bear with the other the expense of the Umpire and of the
      arbitration. In the event that the two Arbiters are chosen by one party,
      as above provided, the expense of the Arbiters, the Umpire and the
      arbitration shall be equally divided between the two parties.

E.    Any arbitration proceedings shall take place at a location mutually agreed
      upon by the parties to this Contract, but notwithstanding the location of
      the arbitration, all proceedings pursuant hereto shall be governed by the
      law of the state in which the Company has its principal office.

ARTICLE XXIV - SERVICE OF SUIT (BRMA 49C)

(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)

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 XXV - ENTIRE AGREEMENT

This written Contract constitutes the entire agreement between the parties
hereto with respect to the business being reinsured hereunder, and there are no
understandings between the parties hereto other than as expressed in this
Contract. Any change or modification to this Contract will be made by amendment
to this Contract and signed by the parties.

ARTICLE XXVI - GOVERNING LAW (BRMA 71B)

This Contract shall be governed by and construed in accordance with the laws of
the State of Louisiana.

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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 - 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:

DeRidder, LA this 20th day of April in the year 2005.

                             /s/ Allan E. Farr
                             -----------------------------------------------
                             American Interstate Insurance Company
                             American Interstate Insurance Company of Texas
                             Silver Oak Casualty, Inc.

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      NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE (U.S.A.)
       (Approved by Lloyd's Underwriters' Fire and Non-Marine Association)

(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 of 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 Liability 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

            (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 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;
                 or

           (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.

Page 1 Of 2
<PAGE>

         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.

         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 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,"

                  ("property damage" includes all forms of radioactive
                  contamination of property,

                  (includes all forms of radioactive contamination of property.

         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 operation 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 italics 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.

21/9/67
N.M.A. 1590

Page 2 of 2
<PAGE>

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2005

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

<TABLE>
<CAPTION>
REINSURERS                                      PARTICIPATIONS
<S>                                             <C>
Partner Reinsurance Company                     25.0%

THROUGH BENFIELD LIMITED
Lloyd's Underwriters and Companies
  Per Signing Schedule(s)                       35.0

TOTAL                                           60.0% part of
                                                100% share in the interests and
                                                liabilities of the "Reinsurer"
</TABLE>

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                           entered into by and between

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana

                                       and

                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

                                       and

                     Partner Reinsurance Company of the U.S.
                               New York, New York
            (hereinafter referred to as the "Subscribing Reinsurer")

IT IS HEREBY AGREED that the Subscribing Reinsurer shall have a 25.0% share in
the interests and liabilities of the "Reinsurer" as set forth in the attached
Contract entitled:

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2005

IT IS FURTHER AGREED that this Agreement shall become effective at 12:01 a.m.,
Local Standard Time, January 1, 2005, and shall continue in force until
terminated in accordance with the provisions of the attached Contract.

IT IS ALSO AGREED, effective at 12:01 a.m., Local Standard Time, January 1,
2005, that the following shall apply to the Subscribing Reinsurer's share in the
attached Contract, in lieu of the provisions of paragraph C of Article II -
Commencement and Termination - of the Contract:

"C.   Notwithstanding the provisions of paragraph B above, the Company may
      terminate a Subscribing Reinsurer's percentage share in this Contract in
      the event any of the following circumstances occur, as clarified by public
      announcement as respects subparagraphs 1 through 7 below or upon discovery
      as respects subparagraph 8 below. Within 30 days of such public
      announcement or discovery, the Company shall give the Subscribing
      Reinsurer notice, via certified mail, of its intent to terminate the
      Subscribing Reinsurer's percentage share under the Contract. The effective
      date of special termination shall not be sooner than one day after the
      Company provides the Subscribing Reinsurer notice of its election to
      specially terminate, unless mutually agreed otherwise:"

Page 1 of 2

<PAGE>

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

IN WITNESS WHEREOF, the parties hereto by their respective duly authorized
representatives have executed this Agreement as of the dates undermentioned at:

DeRidder, LA, this 28th day of June in the year 2005.

                             /s/ Allan E. Farr
                             ---------------------------------------------------
                             American Interstate Insurance Company
                             American Interstate Insurance Company of Texas
                             Silver Oak Casualty, Inc.

Greenwich, Connecticut, this 21st day of March in the year 2005.

                             /s/ Giuseppe Ruggieri
                             ---------------------------------------------------
                             Partner Reinsurance Company of the U.S.

Page 2 of 2
<PAGE>

                       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

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2005

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts a 5.0% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2005, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

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

In any action, suit or proceeding to enforce the Subscribing Reinsurer's
obligations 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 Reinsurer in the Signing Schedule
attached hereto.

<PAGE>

                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                           Certain Insurance Companies
                shown in the Signing Schedule(s) attached hereto
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                           EFFECTIVE: JANUARY 1, 2005

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

The Subscribing Reinsurer hereby accepts a 30.0% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2005, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

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

In any action, suit or proceeding to enforce the Subscribing Reinsurer's
obligations 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 Reinsurer in the Signing Schedule(s)
attached hereto.
<PAGE>

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                          (AS RESPECTS HANNOVER TERMS)
                           EFFECTIVE: JANUARY 1, 2005

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                  PAGE
<S>       <C>                                                            <C>
    I     Classes of Business Reinsured                                    1
   II     Commencement and Termination                                     1
  III     Territory (BRMA 51A)                                             3
   IV     Exclusions                                                       3
    V     Special Acceptances                                              7
   VI     Retention and Limit                                              7
  VII     Definitions                                                      8
 VIII     Annuities at Company's Option                                   10
   IX     Claims                                                          11
    X     Commutation                                                     11
   XI     Special Commutation                                             12
  XII     Salvage and Subrogation                                         13
 XIII     Reinsurance Premium                                             14
  XIV     Late Payments                                                   14
   XV     Offset (BRMA 36A)                                               16
  XVI     Access to Records (BRMA 1D)                                     16
 XVII     Liability of the Reinsurer                                      16
XVIII     Net Retained Lines (BRMA 32E)                                   16
  XIX     Errors and Omissions (BRMA 14F)                                 16
   XX     Taxes (BRMA 50B)                                                17
  XXI     Reserves and Letters of Credit                                  17
 XXII     Insolvency                                                      18
XXIII     Arbitration (BRMA 6J)                                           19
 XXIV     Service of Suit (BRMA 49C)                                      20
  XXV     Entire Agreement                                                20
 XXVI     Agency Agreement                                                20
XXVII     Intermediary (BRMA 23A)                                         21
</TABLE>
<PAGE>

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                          (AS RESPECTS HANNOVER TERMS)
                           EFFECTIVE: JANUARY 1, 2005

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group
             (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 Workers' Compensation, Employers Liability, including coverage provided under
the U.S. Longshore and Harbor Workers' Compensation Act and the Jones Act, and
General Liability business, subject to the terms, conditions and limitations
hereinafter set forth.

ARTICLE II - COMMENCEMENT AND TERMINATION

A.    This Contract shall become effective at 12:01 a.m., Local Standard Time,
      January 1, 2005, with respect to losses arising out of occurrences
      commencing at or after that time and date, and shall continue in force
      thereafter until terminated.

B.    Either party may terminate this Contract on any December 31 by giving the
      other party not less than 90 days prior notice by certified or registered
      mail.

Page 1

<PAGE>

C.    Notwithstanding the provisions of paragraph B above, the Company may
      terminate a Subscribing Reinsurer's percentage share in this Contract in
      the event any of the following circumstances occur, as clarified by public
      announcement as respects subparagraphs 1 through 7 below or upon discovery
      as respects subparagraph 8 below. Within 30 days of such public
      announcement or discovery, the Company shall give the Subscribing
      Reinsurer notice, via certified mail, of its intent to terminate the
      Subscribing Reinsurer's percentage share under the Contract. The effective
      date of termination shall be retroactively applied to 12:01 a.m., Local
      Standard Time, on the first day of the month preceding the month of the
      date of the applicable public announcement or discovery, unless mutually
      agreed otherwise:

      1.    The Subscribing Reinsurer's policyholders' surplus at the beginning
            of any contract year has been reduced by more than 20.0% of the
            amount of surplus 12 months prior to that date; or

      2.    The Subscribing Reinsurer's policyholders' surplus at any time
            during any contract year has been reduced by more than 20.0% of the
            amount of surplus at the date of the Subscribing Reinsurer's most
            recent financial statement filed with regulatory authorities and
            available to the public as of the beginning of the contract year; or

      3.    The Subscribing Reinsurer's A.M. Best's rating has been assigned or
            downgraded below A- and/or Standard & Poor's rating has been
            assigned or downgraded below BBB+; or

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

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

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

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

      8.    The Subscribing Reinsurer has ceased assuming new and renewal treaty
            reinsurance business.

D.    Unless the Company elects that the Reinsurer have no liability for losses
      arising out of occurrences commencing after the effective date of
      termination, and so notifies the Reinsurer prior to or as promptly as
      possible after the effective date of termination, reinsurance hereunder on
      business in force on the effective date of termination shall remain in
      full force and effect until expiration, cancellation or next premium
      anniversary of such business, whichever first occurs, but in no event
      beyond 12 months plus odd time (not exceeding 18 months in all) following
      the effective date of termination.

Page 2

<PAGE>

ARTICLE III - TERRITORY (BRMA 51A)

The territorial limits of this Contract shall be identical with those of the
Company's policies.

ARTICLE IV - EXCLUSIONS

A.    This Contract does not apply to and specifically excludes the following:

      1.    Lines of business not identified in Article I.

      2.    All excess of loss reinsurance assumed by the Company.

      3.    Reinsurance assumed by the Company under obligatory reinsurance
            agreements, except:

            a.    Agency reinsurance where the policies involved are to be
                  reunderwritten in accordance with the underwriting standards
                  of the Company and reissued as Company policies at the next
                  anniversary or expiration date; and

            b.    Intercompany reinsurance between any of the reinsured
                  companies under this Contract.

      4.    Business written by the Company on a co-indemnity basis where the
            Company is not the controlling carrier.

      5.    Business written to apply in excess of a deductible of more than
            $25,000, and business issued to apply specifically in excess over
            underlying insurance. However, if the Company is required, by any
            state regulation, to provide a deductible of more than $25,000, this
            exclusion shall not apply.

      6.    Nuclear risks as defined in the "Nuclear Incident Exclusion Clause -
            Liability - Reinsurance (U.S.A.)" attached to and forming part of
            this Contract.

      7.    As regards interests which at time of loss or damage are on shore,
            no liability shall attach hereto in respect of any loss or damage
            which is occasioned by 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. This War Exclusion Clause shall not, however,
            apply to interests which at time of loss or damage are within the
            territorial limits of the United States of America (comprising the
            Fifty States of the Union, the District of Columbia, and including
            bridges between the United States of America and Mexico provided
            they are under United States ownership), Canada, St. Pierre and
            Miquelon, provided such interests are insured under policies
            containing a standard war or hostilities or warlike operations
            exclusion clause.

      8.    Liability as a member, subscriber or reinsurer of any Pool,
            Syndicate or Association, but this exclusion shall not apply to
            Assigned Risk Plans or similar plans.

Page 3

<PAGE>

      9.    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.

      10.   Workers' Compensation where the principal exposures, as defined by
            the governing class code, include:

            a.    Operation of aircraft but only if the annual estimated policy
                  premium is $250,000 or more;

            b.    Railroad, subway, or street railway operations;

            c.    Operation or navigation of vessels or barges;

            d.    Manufacture, production, or refining of gas, natural or
                  artificial fuel, or other liquefied petroleum fuel, but only
                  if the annual estimated policy premium is $250,000 or more;

            e.    Manufacturing, assembly, packing, or processing of fireworks,
                  fuses, nitroglycerine, magnesium, pyroxylin, ammunition, or
                  explosives. This exclusion does not apply to the assembly,
                  packing, or processing of explosives when the estimated annual
                  premium is under $250,000;

            f.    Wrecking or demolition of structures but only if the annual
                  estimated policy premium is $250,000 or more;

            g.    Underground mining.

      11.   As respects Workers' Compensation and Employers' Liability only,
            unless otherwise excluded as set forth above, the reinsurance
            provided under this Contract shall not apply to any loss, cost or
            expense arising out of or related to, either directly or indirectly,
            any "terrorist activity," as defined herein, but this exclusion
            shall only apply when the activity includes, involves, or is
            associated with the use of any biological, chemical, radioactive, or
            nuclear agent, material, device or weapon, or when the predominant
            business of the policyholder as defined by the governing class code
            is:

            a.    The operation of: airports and aircraft; flight schools;
                  bridges, dams, tunnels, or locks; department stores; shopping
                  malls; chain retail stores; casinos and casino hotels; cruise
                  lines; railroads; ports/public transit authorities; security
                  services; stadiums; convention/exhibition centers; or
                  theme/amusement parks.

            b.    The manufacture and distribution of: automobiles; chemicals,
                  petrochemicals, pharmaceuticals; utilities (electric, gas,
                  water, and sewer); major defense/aerospace products; or
                  high-tech equipment, but only if the policyholder

Page 4

<PAGE>

                  employs more than 20 personnel at the location of a terrorist
                  activity at the time of its occurrence.

            c.    The management or operation of the following type of
                  structures, but only if greater than 25 stories in height:
                  apartments/condominiums/co-ops; hotels/motels; or office
                  buildings.

            d.    Businesses primarily engaged in the entertainment, media, or
                  transportation industry limited to the following: major media
                  providers (NBC, FOX, ABC, CBS, etc.); television and motion
                  picture studios; Broadway theaters; major internet companies
                  (AOL, Yahoo, etc.); professional sports teams; major
                  telecommunications companies (AT&T, Worldcom/MCI, etc.);
                  national truck rental companies (Ryder, Penske, UHaul, etc.);
                  or major national motor freight common carriers (J.B. Hunt,
                  Red Arrow, etc.).

            e.    Policyholders primarily located in, or predominantly doing
                  business as: hospitals; universities; nuclear facilities;
                  financial institutions; or governmental buildings and national
                  landmarks.

            "Terrorist activity" shall mean any deliberate, unlawful act that:

            a.    Is declared by any authorized government official to be or to
                  involve terrorism, terrorist activity or acts of terrorism; or

            b.    Includes, involves, or is associated with the use or
                  threatened use of force, violence or harm against any person,
                  tangible or intangible property, the environment, or any
                  natural resources, where the act or threatened act is
                  intended, in whole or in part, to:

                  i.    Promote or further any political, ideological,
                        philosophical, racial, ethnic, social or religious cause
                        or objective of the perpetrator or any organization,
                        association or group affiliated with the perpetrator; or

                  ii.   Influence, disrupt or interfere with any government
                        related operations, activities or policies; or

                  iii.  Intimidate, coerce or frighten the general public or any
                        segment of the general public; or

                  iv.   Disrupt or interfere with a national economy or any
                        segment of a national economy; or

            c.    Includes, involves, or is associated with, in whole or in
                  part, any of the following activities, or the threat thereof:

                  i.    Hijacking or sabotage of any form of transportation or
                        conveyance, including but not limited to spacecraft,
                        satellite, aircraft, train, vessel, or motor vehicle;

                  ii.   Hostage taking or kidnapping;

                  iii.  The use of any bomb, incendiary device, explosive or
                        firearm;

Page 5

<PAGE>

                  iv.   The interference with or disruption of basic public or
                        commercial services and systems, including but not
                        limited to the following services or systems:
                        electricity, natural gas, power, postal, communications,
                        telecommunications, information, public transportation,
                        water, fuel, sewer or waste disposal;

                  v.    The injuring or assassination of any elected or
                        appointed government official or any government
                        employee;

                  vi.   The seizure, blockage, interference with, disruption of,
                        or damage to any government buildings, institutions,
                        functions, events, tangible or intangible property or
                        other assets; or

                  vii.  The seizure, blockage, interference with, disruption of,
                        or damage to tunnels, roads, streets, highways, or other
                        places of public transportation or conveyance.

            d.    Any of the activities listed in subparagraph c, above, shall
                  be considered terrorist activity except where the Company can
                  demonstrate to the Reinsurer that the foregoing activities or
                  threats thereof were motivated solely by personal objectives
                  of the perpetrator that are unrelated, in whole or in part, to
                  any intention to:

                  i.    Promote or further any political, ideological,
                        philosophical, racial, ethnic, social or religious cause
                        or objective of the perpetrator or any organization,
                        association or group affiliated with the perpetrator;

                  ii.   Influence, disrupt or interfere with any
                        government-related operations, activities or policies;

                  iii.  Intimidate, coerce or frighten the general public or any
                        segment of the general public; or

                  iv.   Disrupt or interfere with a national economy or any
                        segment of a national economy.

      12.   As respects General Liability policies, exposures, other than those
            identified below, as included in the General Liability section of
            the Company's Commercial Lines Manual:

            a.    Class 97111 - Logging;

            b.    Class 58873 - Sawmill;

            c.    Class 59984 - Woodyard and Drivers;

            d.    Class 95410 - Grading of Land;

            e.    Class 45819 - Lumber Yard;

            f.    Class 10073 - Repair Shops and Drivers;

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            g.    Class 43822 - Timber Cruiser;

            h.    Class 99793 - Truckman Not Otherwise Classified;

            i.    Class 91591 - Contractors - Subcontracted Work Other Than
                  Construction;

            j.    Class 49452 - Vacant Land.

B.    Any exclusion set forth in subparagraphs 10 and/or 12 of paragraph A shall
      be waived automatically when, in the opinion of the Company, the exposure
      excluded therein is incidental to the principal exposure on the risk in
      question.

C.    If the Company is bound, without the knowledge and contrary to the
      instructions of the Company's supervisory underwriting personnel, on any
      business falling within the scope of one or more of the exclusions set
      forth in subparagraphs 10 and/or 12 of paragraph A, the exclusion shall be
      suspended with respect to such business until the Company has the first
      opportunity to cancel the policy in compliance with governmental
      requirements.

D.    If the Company is required to accept an assigned risk which conflicts with
      one or more of the exclusions set forth in subparagraph 10 of paragraph A,
      reinsurance shall apply, but only for the difference between the Company's
      retention and the minimum limit required by the applicable state statute,
      and in no event shall the Reinsurer's liability exceed the limit set forth
      in Article VI.

ARTICLE V - SPECIAL ACCEPTANCES

From time to time the Company may request a special acceptance of reinsurance
falling outside the scope of the provisions set forth in this Contract. If each
Subscribing Reinsurer whose share in the interests and liabilities of the
Reinsurer is 25.0% or greater agrees to a special acceptance, such special
acceptance shall be binding on all Subscribing Reinsurers with respect to their
respective shares. If such agreement is not achieved, such special acceptance
shall be made to this Contract only with respect to the interests and
liabilities of each Subscribing Reinsurer who agrees to the special acceptance.
In the event a reinsurer becomes a party to this Contract subsequent to one or
more special acceptances hereunder, the new reinsurer shall automatically accept
such special acceptance(s) as being covered hereunder.

ARTICLE VI - RETENTION AND LIMIT

A.    The Company shall retain and be liable for the first $1,000,000 of
      ultimate net loss arising out of each occurrence. The Reinsurer shall then
      be liable (subject to the provisions of paragraph B below) for the amount
      by which such ultimate net loss exceeds the Company's retention, but the
      liability of the Reinsurer shall not exceed $4,000,000 as respects any one
      occurrence.

B.    Notwithstanding the provisions of paragraph A above, no claim shall be
      made under this Contract during any contract year unless and until
      cumulative subject excess losses paid from losses arising out of
      occurrences commencing during the contract year (being losses which would
      be recoverable from the Reinsurer under paragraph A above were it not for
      the provisions of this paragraph) exceed an annual aggregate retention of
      2.250% of net

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      earned premium. The Company shall retain and be liable for such annual
      aggregate retention in addition to its initial loss retention stipulated
      in paragraph A above.

C.    As respects any loss or losses arising out of terrorist activity, the
      liability of the Reinsurer shall not exceed $4,000,000 each contract year.
      Terrorism losses shall have priority when calculating the annual aggregate
      retention.

D.    The Company shall be permitted to carry quota share and excess
      reinsurance, recoveries under which shall inure solely to the benefit of
      the Company and be entirely disregarded in applying all of the provisions
      of this Contract.

E.    The Company shall purchase or be deemed to have purchased inuring excess
      facultative reinsurance to limit its ultimate net loss under any one
      coverage, any one policy (exclusive of loss in excess of policy limits or
      extra contractual obligations) to $2,000,000 each occurrence as respects
      General Liability and Employers Liability business subject hereto.

F.    The Company shall be permitted to carry excess of loss reinsurance
      applying to Workers' Compensation risks in the State of Minnesota,
      recoveries under which shall inure to the benefit of this Contract.

      Such coverage shall be provided through the Minnesota Workers'
      Compensation Reinsurance Association. It is understood that the liability
      of the Reinsurer for Minnesota Workers' Compensation risks is not
      released.

      In the event the Company accrues liability that is not provided by any
      inuring reinsurance, for whatever reason, the Reinsurer agrees to reinsure
      such excess liability.

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 any 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 an action against its
            insured or reinsured or in the preparation or prosecution of an
            appeal consequent upon such an action.

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      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.

      If any provision of this Article 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.

      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.

C.    "Occurrence" as used herein is defined as an accident or occurrence or a
      series of accidents or occurrences arising out of or caused by one event,
      except that:

      1.    As respects General Liability policies where the Company's limit of
            liability for Products and Completed Operations coverages is
            determined on the basis of the insured's aggregate losses during a
            policy period, all such losses proceeding from or traceable to the
            same causative agency shall, at the Company's option, be deemed to
            have been caused by one occurrence commencing at the beginning of
            the policy period, it being understood and agreed that each renewal
            or annual anniversary date of the policy involved shall be deemed
            the beginning of a new policy period;

      2.    Each occupational disease case or cumulative trauma case contracted
            by an employee of an insured shall be deemed to have been caused by
            a separate occurrence, commencing on:

            a.    The date of disability for which compensation is payable if
                  the case is compensable under the Workers' Compensation Law;

            b.    The date disability due to the disease actually began if the
                  case is not compensable under the Workers' Compensation Law;

            c.    The date of cessation of employment if claim is made after
                  employment has ceased.

      3.    Notwithstanding the provisions of subparagraph 2 above, as respects
            losses resulting from occupational disease or cumulative trauma
            suffered by employees of an insured for which the employer is
            liable, as a result of a sudden and accidental event not

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            exceeding 72 hours in duration, all such losses shall be considered
            one occurrence and may be combined with losses classified as other
            than occupational disease or cumulative trauma which arise out of
            the same event and the combination of such losses shall be
            considered as one occurrence within the meaning hereof.

D.    "Occupational or industrial disease" is any abnormal condition that
      fulfills all of the following conditions:

      1.    It is not traceable to a definite compensable accident occurring
            during the employee's past or present employment.

      2.    It has been caused by exposure to a disease producing agent or
            agents present in the workers' occupational environment.

      3.    It has resulted in disability or death.

E.    "Cumulative trauma" is an injury that fulfills all of the following
      conditions:

      1.    It is not traceable to a definite compensable accident occurring
            during the employee's past or present employment.

      2.    It has occurred from and has been aggravated by a repetitive
            employment related activity.

      3.    It has resulted in disability or death.

F.    "Loss adjustment expense" as used herein shall mean expenses allocable to
      the investigation, defense and/or settlement of specific claims, including
      litigation expenses, interest on judgments, declaratory judgment expenses
      or other legal expenses and costs incurred in connection with coverage
      questions and legal actions connected thereto, and salaries and expenses
      of salaried adjusters associated with claims covered under policies of the
      Company reinsured hereunder but not including office expenses or salaries
      of the Company's regular employees.

G.    "Contract year" as used in this Contract shall mean the period from
      January 1, 2005 to December 31, 2005, both days inclusive, and each
      respective 12-month period thereafter that this Contract continues in
      force. However, if this Contract is terminated, the final contract year
      shall be from the beginning of the then current contract year through the
      date of termination if this Contract is terminated on a "cutoff" basis, or
      the end of the runoff period if this Contract is terminated on a "runoff"
      basis.

ARTICLE VIII - ANNUITIES AT COMPANY'S OPTION

A.    Whenever the Company is required, or elects, to purchase an annuity or to
      negotiate a structured settlement, either in satisfaction of a judgment or
      in an out-of-court settlement or otherwise, the cost of the annuity or the
      structured settlement, as the case may be, shall be deemed part of the
      Company's ultimate net loss.

B.    The terms "annuity" or "structured settlement" shall be understood to mean
      any insurance policy, lump sum payment, agreement or device of whatever
      nature resulting in the

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      payment of a lump sum by the Company in settlement of any or all future
      liabilities which may attach to it as a result of an occurrence.

C.    In the event the Company purchases an annuity which inures in whole or in
      part to the benefit of the Reinsurer, it is understood that the liability
      of the Reinsurer is not released thereby. In the event the Company is
      required to provide benefits not provided by the annuity for whatever
      reason, the Reinsurer shall pay its proportional share of any loss.

ARTICLE IX - CLAIMS

A.    Whenever a claim is reserved by the Company for an amount greater than
      50.0% of its retention hereunder and/or whenever a claim appears likely to
      result in a claim under this Contract, the Company shall notify the
      Reinsurer. Further, the Company shall notify the Reinsurer whenever a
      claim involves a fatality, major limb amputation, spinal cord damage,
      brain damage, blindness or extensive burns, regardless of liability, if
      the policy limits or statutory benefits applicable to the claim are
      greater than the Company's retention hereunder. The Reinsurer shall have
      the right to participate, at its own expense, in the defense of any claim
      or suit or proceeding involving this reinsurance.

B.    All claim settlements made by the Company, provided they are within the
      terms of this Contract (including but not limited to ex-gratia payments),
      shall be binding upon the Reinsurer, and the Reinsurer agrees to pay all
      amounts for which it may be liable upon receipt of satisfactory evidence
      of the amount paid by the Company.

ARTICLE X - COMMUTATION

A.    As mutually agreed, the Company may commute the contract year.

B.    Unless otherwise mutually agreed, the calculation for the commutation
      shall be calculated in accordance with the following formula:

      1.    The Reinsurer's net premium earned (i.e., the gross earned
            reinsurance premium less the ceding commission paid) for the
            contract year; less

      2.    The Reinsurer's paid losses and loss adjustment expense on losses
            arising out of occurrences commencing during the contract year; less

      3.    The Reinsurer's margin at 25.0% of the net earned premium (i.e., the
            gross earned reinsurance premium less the ceding commission paid)
            for the contract year; equals

      4.    The Company's net profit.

C.    Payment to the Company of the calculation will result in a full and final
      commutation of all known and unknown losses and shall constitute a
      complete and final release of the Reinsurer and the Company in respect of
      any and all liabilities on business covered under this Contract during the
      contract year commuted.

D.    Should the calculation be zero or negative, no payment shall be made and
      the Company shall have the option to provide a full and final commutation
      of all known and unknown

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      losses, which shall constitute a complete and final release of the
      Reinsurer and the Company with respect to any and all liabilities on
      business covered under this Contract during the contract year commuted.

ARTICLE XI - SPECIAL COMMUTATION

A.    In the event a Subscribing Reinsurer meets the following conditions, the
      Company may require a commutation of that portion of any excess loss
      hereunder represented by any outstanding claim or claims, including any
      related loss adjustment expense.

      1.    The Subscribing Reinsurer's A.M. Best's rating has been assigned or
            downgraded below A- (inclusive of "Not Rated" ratings) and/or
            Standard & Poor's rating has been assigned or downgraded below BBB+
            (inclusive of "Not Rated" ratings); or

      2.    The Subscribing Reinsurer has ceased assuming new and renewal
            property and casualty treaty reinsurance business.

      "Outstanding claim or claims" shall be defined as known or unknown claims,
      including any billed yet unpaid claims. However, unless otherwise mutually
      agreed, this paragraph shall not apply unless the outstanding claim or
      claims is for an amount not less than $5,000.

B.    If the Company elects to require commutation as provided in paragraph A
      above, the Company shall submit a Statement of Valuation of the
      outstanding claim or claims as of the last day of the month immediately
      preceding the month in which the Company elects to require commutation, as
      determined by the Company. Such Statement of Valuation shall include the
      elements considered reasonable to establish the excess loss and shall set
      forth or attach the information relied upon by the Company and the
      methodology employed to calculate the excess loss. The Subscribing
      Reinsurer shall then pay the amount requested within 30 calendar days of
      receipt of such Statement of Valuation, unless the Subscribing Reinsurer
      needs additional information from the Company to assess the Company's
      Statement of Valuation or contests such amount.

C.    If the Subscribing Reinsurer needs additional information from the Company
      to assess the Company's Statement of Valuation or contests the amount
      requested, the Subscribing Reinsurer shall so notify the Company within 15
      calendar days of receipt of the Company's Statement of Valuation. The
      Company shall supply any reasonably requested information to the
      Subscribing Reinsurer within 15 calendar days of receipt of the
      notification. Within 30 calendar days of the date of the notification or
      of the receipt of the information, whichever is later, the Subscribing
      Reinsurer shall provide the Company with its Statement of Valuation of the
      outstanding claim or claims as of the last day of the month immediately
      preceding the month in which the Company elects to require commutation, as
      determined by the Subscribing Reinsurer. Such Statement of Valuation shall
      include the elements considered reasonable to establish the excess loss
      and shall set forth or attach the information relied upon by the
      Subscribing Reinsurer and the methodology employed to calculate the excess
      loss.

D.    In the event the Subscribing Reinsurer's Statement of Valuation of the
      outstanding claim or claims is viewed as unacceptable to the Company, the
      Company may either abandon the commutation effort, or may seek to settle
      any difference by using an independent actuary agreed to by the parties.

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E.    If the parties cannot agree on an acceptable independent actuary within 15
      calendar days of the date of the Subscribing Reinsurer's Statement of
      Valuation, then each party shall appoint an actuary as party arbitrators
      for the limited and sole purpose of selecting an independent actuary. If
      the actuaries cannot agree on an acceptable independent actuary within 15
      calendar days of the date of the Subscribing Reinsurer's Statement of
      Valuation, the Company shall supply the Subscribing Reinsurer with a list
      of at least three proposed independent actuaries, and the Subscribing
      Reinsurer shall select the independent actuary from that list.

F.    Upon selection of the independent actuary, both parties shall present
      their respective written submissions to the independent actuary. The
      independent actuary may, at his or her discretion, request additional
      information. The independent actuary shall issue his or her decision
      within 45 calendar days after the written submissions have been filed and
      any additional information has been provided.

G.    The decision of the independent actuary shall be final and binding. The
      expense of the independent actuary shall be equally divided between the
      two parties. For the purposes of this Article, unless mutually agreed
      otherwise, an "independent actuary" shall be an actuary who satisfies each
      of the following criteria:

      1.    Is regularly engaged in the valuation of claims resulting from lines
            of business subject to this Contract; and

      2.    Is either a Fellow of the Casualty Actuarial Society or of the
            American Academy of Actuaries; and

      3.    Is disinterested and impartial regarding this commutation.

H.    Notwithstanding paragraph A, B and C above, in the event that the
      Subscribing Reinsurer no longer meets the conditions set forth in
      subparagraph 1 or 2 in paragraph A above, this commutation may continue on
      a mutually agreed basis.

I.    Payment by the Subscribing Reinsurer of the amount requested in accordance
      with paragraph B, C or F above, shall release the Subscribing Reinsurer
      from all further liability for outstanding claim or claims, known or
      unknown, under this Contract, which shall release the Company from all
      further liability for payments of salvage or subrogation amounts, known or
      unknown, to the Subscribing Reinsurer under this Contract.

J.    In the event of any conflict between this Article and any other Article of
      this Contract, the terms of this Article shall control.

K.    This Article shall survive the termination of this Contract.

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) or subrogation on
account of claims and settlements involving reinsurance

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hereunder. Salvage or subrogation 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 where it is economically reasonable in the judgment of the Company,
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 during each contract
      year, the Company shall pay the Reinsurer 8.429% (5.900% net) of its net
      earned premium.

      The Reinsurer shall allow the Company a 30.0% commission on all premiums
      ceded to the Reinsurer hereunder. The Company shall allow the Reinsurer
      return commission on return premiums at the same rate.

B.    Within 30 days after the end of each month, the Company shall report its
      net earned premium for the month. The premium due the Reinsurer, at the
      rate shown in paragraph A, shall be paid by the Company with its report.
      In the event this Contract is terminated in accordance with paragraph C of
      Article II, no payments shall be due as respects each Subscribing
      Reinsurer after the effective date of termination.

C.    Within 60 days after the end of each contract year (or within 60 days
      after the effective date of termination if this Contract is terminated on
      a "runoff" basis), the Company shall provide a report to the Reinsurer
      setting forth the premium due hereunder for the contract year, computed in
      accordance with paragraph A, and any additional premium due the Reinsurer
      shall be remitted promptly.

D.    "Net earned premium" as used herein is defined as the Company's gross
      earned premium collected on the classes of business subject to this
      Contract, less only the earned portion of premiums, if any, ceded by the
      Company for reinsurance which inures to the benefit of this Contract and
      less dividends incurred.

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 XXVII (hereinafter referred
      to as the "Intermediary") by the payment due date, the party to whom
      payment is due, may, by notifying the Intermediary in writing, require the
      debtor party to pay, and the debtor party agrees to pay, an interest
      penalty on the amount past due calculated for each such payment on the
      last business day of each month as follows:

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

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      2.    1/365ths of the sum of 400 basis points plus the six-month United
            States Treasury Bill rate as quoted in The Wall Street Journal on
            the first business day of the month for which the calculation is
            made; times

      3.    The amount past due, including accrued interest.

      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 45 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 45 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.

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ARTICLE XV - OFFSET (BRMA 36A)

The Company and the Reinsurer may offset any balance or amount due from one
party to the other under this Contract or any other contract heretofore or
hereafter entered into between the Company and the Reinsurer, whether acting as
assuming reinsurer or ceding company. This provision shall not be affected by
the insolvency of either party to this Contract.

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.

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.

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ARTICLE XX - TAXES (BRMA 50B)

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 or the District of Columbia.

ARTICLE XXI - RESERVES AND LETTERS OF CREDIT

(Applies only to a reinsurer which does not qualify for full credit with any
insurance regulatory authority having jurisdiction over the Company's reserves,
which is or becomes rated "B++" or lower by A.M. Best (inclusive of "Not Rated"
ratings) and/or Standard & Poor's rating is or becomes "BBB+" or lower
(inclusive of "Not Rated" ratings).)

A.    As regards policies or bonds issued by the Company coming within the scope
      of this Contract, the Company agrees that when it shall file with the
      insurance regulatory authority or set up on its books reserves for losses
      covered hereunder which it shall be required by law to set up, it will
      forward to the Reinsurer a statement showing the proportion of such
      reserves which is applicable to the Reinsurer. The Reinsurer hereby agrees
      to fund such reserves in respect of known outstanding losses that have
      been reported to the Reinsurer and allocated loss adjustment expense
      relating thereto, losses and allocated loss adjustment expense paid by the
      Company but not recovered from the Reinsurer, plus reserves for losses
      incurred but not reported, as shown in the statement prepared by the
      Company (hereinafter referred to as "Reinsurer's Obligations") by funds
      withheld, cash advances or a Letter of Credit. The Reinsurer shall have
      the option of determining the method of funding provided it is acceptable
      to the insurance regulatory authorities having jurisdiction over the
      Company's reserves with regards to unauthorized reinsurers; or, should the
      Reinsurer be downgraded, the method of funding shall be mutually agreed.

B.    When funding by a Letter of Credit, the Reinsurer agrees to apply for and
      secure timely delivery to the Company of a clean, irrevocable and
      unconditional Letter of Credit issued by a bank meeting the NAIC
      Securities Valuation Office credit standards for issuers of Letters of
      Credit and containing provisions acceptable to the insurance regulatory
      authorities having jurisdiction over the Company's reserves in an amount
      equal to the Reinsurer's proportion of said reserves. Such Letter of
      Credit shall be issued for a period of not less than one year, and shall
      contain an "evergreen" clause, which automatically extends the term for
      one year from its date of expiration or any future expiration date unless
      thirty (30) days (sixty (60) days where required by insurance regulatory
      authorities) prior to any expiration date the issuing bank shall notify
      the Company by certified or registered mail that the issuing bank elects
      not to consider the Letter of Credit extended for any additional period.

C.    The Reinsurer and Company agree that the Letters of Credit provided by the
      Reinsurer pursuant to the provisions of this Contract may be drawn upon at
      any time, notwithstanding any other provision of this Contract, and be
      utilized by the Company or any successor, by operation of law, of the
      Company including, without limitation, any liquidator, rehabilitator,
      receiver or conservator of the Company for the following purposes, unless
      otherwise provided for in a separate Trust Agreement:

Page 17

<PAGE>

      1.    To reimburse the Company for the Reinsurer's Obligations, the
            payment of which is due under the terms of this Contract and which
            has not been otherwise paid;

      2.    To make refund of any sum which is in excess of the actual amount
            required to pay the Reinsurer's Obligations under this Contract, if
            so requested by the Reinsurer;

      3.    To fund an account with the Company for the Reinsurer's Obligations.
            Such cash deposit shall be held in an interest bearing account
            separate from the Company's other assets, and interest thereon not
            in excess of the prime rate shall accrue to the benefit of the
            Reinsurer;

      4.    To pay the Reinsurer's share of any other amounts the Company claims
            are due under this Contract.

D.    In the event the amount drawn by the Company on any Letter of Credit is in
      excess of the actual amount required for subparagraphs 1 or 3, or in the
      case of subparagraph 4, the actual amount determined to be due, the
      Company shall promptly return to the Reinsurer the excess amount so drawn.
      All of the foregoing shall be applied without diminution because of
      insolvency on the part of the Company or the Reinsurer.

E.    The issuing bank shall have no responsibility whatsoever in connection
      with the propriety of withdrawals made by the Company or the disposition
      of funds withdrawn, except to ensure that withdrawals are made only upon
      the order of properly authorized representatives of the Company.

F.    At annual intervals, or more frequently as agreed but never more
      frequently than quarterly, the Company shall prepare a specific statement
      of the Reinsurer's Obligations, for the sole purpose of amending the
      Letter of Credit, in the following manner:

      1.    If the statement shows that the Reinsurer's Obligations exceed the
            balance of credit as of the statement date, the Reinsurer shall,
            within thirty (30) days after receipt of notice of such excess,
            secure delivery to the Company of an amendment to the Letter of
            Credit increasing the amount of credit by the amount of such
            difference.

      2.    If, however, the statement shows that the Reinsurer's Obligations
            are less than the balance of credit as of the statement date, the
            Company shall, within thirty (30) days after receipt of written
            request from the Reinsurer, release such excess credit by agreeing
            to secure an amendment to the Letter of Credit reducing the amount
            of credit available by the amount of such excess credit.

ARTICLE XXII - 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

Page 18

<PAGE>

      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 XXIII - ARBITRATION (BRMA 6J)

A.    As a condition precedent to any right of action hereunder, in the event of
      any dispute or difference of opinion hereafter arising with respect to
      this Contract, it is hereby mutually agreed that such dispute or
      difference of opinion shall be submitted to arbitration. One Arbiter shall
      be chosen by the Company, the other by the Reinsurer, and an Umpire shall
      be chosen by the two Arbiters before they enter upon arbitration, all of
      whom shall be active or retired disinterested executive officers of
      insurance or reinsurance companies or Lloyd's London Underwriters. In the
      event that either party should fail to choose an Arbiter within 30 days
      following a written request by the other party to do so, the requesting
      party may choose two Arbiters who shall in turn choose an Umpire before
      entering upon arbitration. If the two Arbiters fail to agree upon the
      selection of an Umpire within 30 days following their appointment, each
      Arbiter shall nominate three candidates within 10 days thereafter, two of
      whom the other shall decline, and the decision shall be made by drawing
      lots.

B.    Each party shall present its case to the Arbiters within 30 days following
      the date of appointment of the Umpire. The Arbiters shall consider this
      Contract as an honorable engagement rather than merely as a legal
      obligation and they are relieved of all judicial formalities and may
      abstain from following the strict rules of law. The decision of the
      Arbiters shall be final and binding on both parties; but failing to agree,
      they shall call in the Umpire and the decision of the majority shall be
      final and binding upon both parties. Judgment upon the final decision of
      the Arbiters may be entered in any court of competent jurisdiction.

C.    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 and communications shall be

Page 19

<PAGE>

      made by the Company to each of the reinsurers constituting one party,
      provided, however, that nothing herein 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 reinsurers participating
      under the terms of this Contract from several to joint.

D.    Each party shall bear the expense of its own Arbiter, and shall jointly
      and equally bear with the other the expense of the Umpire and of the
      arbitration. In the event that the two Arbiters are chosen by one party,
      as above provided, the expense of the Arbiters, the Umpire and the
      arbitration shall be equally divided between the two parties.

E.    Any arbitration proceedings shall take place at a location mutually agreed
      upon by the parties to this Contract, but notwithstanding the location of
      the arbitration, all proceedings pursuant hereto shall be governed by the
      law of the state in which the Company has its principal office.

ARTICLE XXIV - SERVICE OF SUIT (BRMA 49C)

(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)

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 XXV - ENTIRE AGREEMENT

This written Contract constitutes the entire agreement between the parties
hereto with respect to the business being reinsured hereunder, and there are no
understandings between the parties hereto other than as expressed in this
Contract. Any change or modification to this Contract will be made by amendment
to this Contract and signed by the parties.

ARTICLE XXVI - 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

Page 20

<PAGE>

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 XXVII - 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:

DeRidder, LA, this 20th day of April in the year 2005.

                                  /s/ Allan E. Farr
                                  ----------------------------------------------
                                  American Interstate Insurance Company
                                  American Interstate Insurance Company of Texas
                                  Silver Oak Casualty, Inc.

Page 21

<PAGE>

      NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE (U.S.A.)
       (Approved by Lloyd's Underwriters' Fire and Non-Marine Association)

(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 of 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 Liability 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

            (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 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;
                  or

            (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.

Page 1 of 2

<PAGE>

      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.

      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 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,"
                  ("property damage" includes all forms of radioactive
                  contamination of property,
                  (includes all forms of radioactive contamination of property.

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 operation 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 italics 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.

Page 2 of 2
<PAGE>
                       INTERESTS AND LIABILITIES AGREEMENT

                                       of

                  Hannover Ruckversicherungs-Aktiengesellschaft
                                Hannover, Germany
            (hereinafter referred to as the "Subscribing Reinsurer")

                               with respect to the

                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                          (AS RESPECTS HANNOVER TERMS)
                           EFFECTIVE: JANUARY 1, 2005

                         issued to and duly executed by

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group



The Subscribing Reinsurer hereby accepts a 30.0% share in the interests and
liabilities of the "Reinsurer" as set forth in the attached Contract captioned
above.

This Agreement shall become effective at 12:01 a.m., Local Standard Time,
January 1, 2005, and shall continue in force until terminated in accordance with
the provisions of the attached Contract.

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

In any action, suit or proceeding to enforce the Subscribing Reinsurer's
obligations under the attached Contract, service of process may be made upon
Mendes & Mount, 750 Seventh Avenue, New York, New York 10019.

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

Hannover, Germany, this 22nd day of March in the year 2005.

                              /s/ M. Dill           /s/ S. Eberhardt
                             ------------------------------------------------
                             Hannover Ruckversicherungs-Aktiengesellschaft


<PAGE>


                          FIRST CASUALTY EXCESS OF LOSS
                              REINSURANCE CONTRACT
                          (AS RESPECTS HANNOVER TERMS)
                           EFFECTIVE: JANUARY 1, 2005

                                    issued to

                      American Interstate Insurance Company
                               DeRidder, Louisiana
                 American Interstate Insurance Company of Texas
                                  Austin, Texas
                            Silver Oak Casualty, Inc.
                               DeRidder, Louisiana
                                       and
                 any other insurance companies which are now or
          hereafter come under the ownership, control or management of
                            Amerisafe Insurance Group


          REINSURERS                               PARTICIPATIONS

Hannover Ruckversicherungs-Aktiengesellschaft          30.0%

TOTAL                                                  30.0% part of
                                                       100% share in
                                                       the interests and
                                                       liabilities of the
                                                       "Reinsurer"