Exhibit # 10(46)
 SURETY QUOTA SHARE TREATY
 Effective: January 1, 2010
  CONTINENTAL CASUALTY COMPANY
  WESTERN SURETY COMPANY
  ARTICLE 1  BUSINESS COVERED
   ARTICLE 2  TERM AND CANCELLATION




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ARTICLE 3  TERRITORY
  ARTICLE 4  ORIGINAL CONDITIONS
   ARTICLE 5  DEFINITIONS
 A.
    
    As respects the use of Company within this Reinsurance Agreement, it is understood and
agreed that Company shall mean the insurance companies which are affiliated with, controlled
by or under common management with Continental Casualty Company with the exception of (i)
Continental Assurance Company, (ii) CNA Aseguradora de Riesgo de Trabajo SA, and (iii) First
Insurance Company of Hawaii, Ltd. and its insurance company subsidiaries.
 B.
    
    The term Extra Contractual Obligations as used in this Reinsurance Agreement shall mean
those liabilities not covered under any other provision of this Reinsurance Agreement and
which arise from the handling of any claim on business covered hereunder, such liabilities
arising because of, but not limited to, the following: failure by the Company to settle within
the Policy limit, or by reason of alleged or actual negligence, fraud or bad faith in
rejecting an offer of settlement or in 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 action.
 C.
    
    The term(s) Loss and Losses as used in this Reinsurance Agreement shall mean that amount
incurred by the Company in respect of any settlements, awards, or judgments (including
interest where classified as loss) incurred in connection with any Policy reinsured hereunder
after deduction for all recoveries, salvages, subrogations and other reinsurances. The
Reinsurer and Company agree that the convention to be followed when determining when a loss is
incurred is that the date of notice of the actual event of loss or default shall be the date
the loss is incurred, except that when the date of notice of the actual event of loss or
default occurs after the expiration of a Policy then the date immediately preceding the date
the Policy expires shall be deemed to be the date the loss is incurred.
 D.
    
    The term Loss Expenses as used in this Reinsurance Agreement shall mean all expenses
incurred by the Company in the investigation, appraisal, adjustment, litigation and/or defense
of claims under the business reinsured hereunder, including court costs, interest accrued
prior to final judgment if included as expense on reinsured Policies, interest accrued after
final judgment, but excluding internal office expenses,




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salaries, per diem, and other remuneration of regular Company employees unless diverted
from their normal duties to handle such Loss.
 E.
    
    The term Net Premiums Written as used in this Reinsurance Agreement shall mean the gross
written premiums on Policies written, renewed or assumed during the term of this Reinsurance
Agreement on business the subject of this Reinsurance Agreement, less cancellation and return
premiums and less premiums ceded on all other reinsurance which inures to the benefit of this
Reinsurance Agreement on business the subject of this Reinsurance Agreement.
 F.
    
    The term Net Liability as used in this Reinsurance Agreement shall mean the remaining
portion of the Companys gross liability on each Policy reinsured under this Reinsurance
Agreement after deduction of all reinsurance which inures to the benefit of this Reinsurance
Agreement.
 G.
    
    The term(s) Policy and Policies as used in this Reinsurance Agreement shall mean the
Companys binders, riders, policies, endorsements, bonds and contracts providing insurance and
reinsurance on the Surety Business covered under this Reinsurance Agreement.
 H.
    
    The term Surety Business as used in this Reinsurance Agreement means the issuance, writing
or underwriting of policies or licenses with respect to the following: (i) bonds required by
statutes or ordinances guaranteeing the payment of certain taxes and fees and providing
consumer protection as a condition to granting licenses to engage in various trades or
professions, (ii) bonds required by statutes, courts or legal documents for the protection of
those on whose behalf a fiduciary acts, (iii) bonds required by statutes or ordinances to
guarantee the lawful and faithful performance of the duties of office by public officials,
(iv) bonds required by statutes to protect against improper actions by notaries public, and
(v) bonds which secure the payment and/or performance of an obligation under a written
contract; but it shall not include, without limitation, financial guaranty bonds and the
issuance, writing or underwriting of bonds and licenses which cover Losses arising from
employee dishonesty.
 ARTICLE 6  PREMIUM
    ARTICLE 7  CEDING COMMISSION




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ARTICLE 8  LOSS SETTLEMENTS & NOTICES
     ARTICLE 9  EXCESS OF ORIGINAL POLICY LIMITS




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ARTICLE 10  EXTRA CONTRACTUAL OBLIGATIONS
    ARTICLE 11  REPORTS AND REMITTANCES
 A.
    
    Not later than 30 calendar days following the end of each calendar quarter, the Company or
its representatives shall prepare a report showing:
 1.
    
    Net Premium Written accounted for during the quarter;2.
    
    The ceding commission applicable to the above as provided for in this
Reinsurance Agreement;3.
    
    Losses and Loss Expenses paid during the quarter, less inuring reinsurance;4.
    
    Subrogation, salvage, or other recoveries credited during the quarter;5.
    
    Outstanding loss reserves.
 The positive balance of (1) less (2) less (3) plus (4) shall be remitted by the Company to
the Reinsurer within 15 calendar days after the date of such report. Any balance shown to
be due the Company shall be remitted by the Reinsurer within 15 calendar days after receipt
of such report.
 B.
    
    Annually the Company or its representatives shall furnish the Reinsurer with such information
as the Reinsurer may require to complete its Annual Convention Statement.
 C.
    
    The Reinsurer shall maintain the required reserves as to the Reinsurers portion of claims
and Losses hereunder. In the event the Company is required to provide collateral for Losses
that the Reinsurer is liable for hereunder, upon mutual consent, the Reinsurer shall provide
funding for such collateral in a manner acceptable to both parties. All interest earned on
such funding provided by the Reinsurer shall first be credited to the Company up to the actual
cost of establishing the collateral mechanism, after which all interest shall be credited to
the Reinsurer on a quarterly basis. Upon final payment of all claims or balances associated
with such Loss or at such time as all claims associated with such Loss are closed by the
Company, any funding balance shall be returned promptly to the Reinsurer.
 ARTICLE 12  OFFSET




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ARTICLE 13  CURRENCY
   ARTICLE 14  ACCESS TO RECORDS
     ARTICLE 15  ERRORS AND OMISSIONS




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ARTICLE 16  TAXES
  ARTICLE 17  INSOLVENCY
       ARTICLE 18  AMENDMENTS




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ARTICLE 19  ARBITRATION
       ARTICLE 20  CHOICE OF LAW
  ARTICLE 21  NOTICES




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ARTICLE 22  ENTIRE AGREEMENT
  ARTICLE 23  FUNDING OF RESERVES
  A.
    
    As regards policies issued by the Company coming within the scope of this Reinsurance
Agreement, the Company agrees that when it shall file with the insurance regulatory authority
or set up on its books reserves for unearned premium and losses covered hereunder which it
shall be required by law to set up, it shall 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 unearned premium, known outstanding losses that have been
reported to the Reinsurer and loss expense relating thereto, losses and loss expenses paid by
the Company but not recovered from the Reinsurer, plus reserves for losses and loss expenses
incurred but not reported, as shown in the statement prepared by the Company (hereinafter
referred to as Reinsurers Obligations) by cash advances, Trust Agreement 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 and provided that the issuing bank (i) is approved by the NAIC Securities Valuation
Office for Letters of Credit and (ii) if applicable, has been assigned a Credit Rating by the
LACE Financial Corporation of C or above for both Letters of Credit and Trust Agreements.
 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 consented to by the Company with such consent not being unreasonably withheld, and
containing provisions acceptable to the insurance regulatory authorities having jurisdiction
over the Companys reserves in an amount equal to the Reinsurers Obligations. Such Letter of
Credit shall be issued for a period of not less than one year, and shall be automatically
extended for one year from its date of expiration or any future expiration date unless 60
calendar days (90 calendar 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




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extended for any additional period. At any time subsequent to the issuance of the Letter of
Credit or establishment of the Trust Agreement, the Company may withdraw its consent to the use
of an issuing bank, with such withdrawal right to be exercised in the Companys reasonable
discretion, and the Reinsurer shall move the collateral to another Company-approved issuing bank
in accordance with the provisions of paragraph A.
 C.
    
    The Reinsurer and Company agree that the Letters of Credit, or other method of funding,
provided by the Reinsurer pursuant to the provisions of this Article may be drawn upon at any
time, notwithstanding any other provision of this Reinsurance Agreement, 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:
 1.
    
    to reimburse the Company for the Reinsurers Obligations, the payment of which is due
under the terms of this Reinsurance Agreement 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 Reinsurance Agreement;3.
    
    to fund an account with the Company for the Reinsurers Obligations;4.
    
    to pay the Reinsurers share of any other amounts the Company claims are due under this
Reinsurance Agreement.
 D.
    
    In the event the amount drawn by the Company on any Letter of Credit, or other method of
funding, is in excess of the actual amount required for in Paragraphs C.1. or C.3. above, or
in the case of Paragraph C.4. above, 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 at the discretion of the Company, 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 or other method of funding,
in the following manner:
 1.
    
    If the statement shows that the Reinsurers Obligations exceed the balance of the
Letter of Credit as of the statement date, the Reinsurer shall, within 15 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. Should
another method of funding be used, the Reinsurer shall, within the time period outlined
above, increase such funding by the amount of such difference.2.
    
    If, however, the statement shows that the Reinsurers Obligations are less than the
balance of the Letter of Credit as of the statement date, the Company shall, within 15 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. Should another method of funding be




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used, the Company shall, within the time period outlined above, decrease such funding by the
amount of such excess.3.
    
    If the Reinsurer does not agree with the statement of the Reinsurers Obligations as
furnished by the Company, a mutually agreed upon independent national actuarial firm shall
be engaged to evaluate the Reinsurers Obligations covered under this Reinsurance Agreement
and such evaluation shall be binding upon the parties hereof. Such cost shall be shared
equally between the Company and the Reinsurer. If the parties fail to agree on the
selection of an independent national actuarial firm, each of the parties shall name two, of
whom the other shall decline one, and the final decision shall be made by drawing lots. As
respects the terms of this paragraph, any actuarial firm selected by drawing lots shall be
disinterested in the outcome of the calculation and the employee of same engaged to
evaluate the Reinsurers Obligations hereunder shall not be under the influence of either
party hereto and shall be a Fellow of the Casualty Actuarial Society. It is agreed by the
parties hereto that the Arbitration Article of this Reinsurance Agreement shall not apply
to the resolution of disputes arising under the terms of this paragraph. The evaluation by
the independent national actuarial firm shall be binding on the Company and the Reinsurer.
 G.
    
    The Reinsurer shall be responsible for all costs and fees associated with the establishment
and maintenance of any cash advance, Letter of Credit and/or Trust Agreement mandated by the
provisions of this Article.H.
    
    The Reinsurers duty to fund hereunder is continuous and extends until all of the Reinsurers
Obligations under this Reinsurance Agreement have been met in accordance with applicable law.
The Reinsurers liabilities under this Reinsurance Agreement may extend beyond the time during
which the Company shall be receiving premiums under the policies and beyond the termination of
the policies or this Reinsurance Agreement.
 ARTICLE 24  CONTINGENT COLLATERAL
     1.
    
    the Reinsurer has been assigned an A.M. Bests insurer financial strength rating below A-
or a Standard & Poors insurer financial strength rating below A- (a Standard & Poors
Insurance Solvency International rating of less than BBB shall apply as respects alien
Reinsurers other than Underwriting Members of Lloyds, London, and a Lloyds Syndicate




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Assessment (LSA) rating of less than three shall apply as respects Underwriting Members of
Lloyds London); or
 2.
    
    the Reinsurers policyholders surplus (or the equivalent under the Reinsuers accounting
system) as reported in such financial statements of the Reinsurer as designated by the Company
has been reduced by 25% of the amount therof from either the inception date of this
Reinsurance Agreement or from any date during the 12-month period preceding the inception of
this Reinsurance Agreement; or ,
 3.
    
    the Reinsurer ceases writing new or renewal assumed reinsurance business,
  a.
    
    the amount of loss and loss expense paid by the Company but not recovered from the
Reinsurer;b.
    
    reserves for loss and loss expense reported and outstanding;c.
    
    reserves for loss and loss expense incurred but not reported; andd.
    
    if applicable, unearned premium.




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ARTICLE 25  SERVICE OF SUIT
     ARTICLE 26  SEVERABILITY
   ARTICLE 27  HONORABLE UNDERTAKING




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ARTICLE 28  SPECIAL PROVISION
  A.
    
    should the ownership, control or management of the Company or the Reinsurer be altered or
changed, in whole or in part, in such a way that receipt or payment of funds or any other
contemplated transaction under this Reinsurance Agreement would be prohibited by United States
of America statute, regulation and/or other applicable law, or
 B.
    
    should the Company or the Reinsurer become subject to restrictions imposed by the United
States government, so that receipt or payment of funds or any other contemplated transaction
under this Reinsurance Agreement would be prohibited by United States of America statute,
regulation and/or other applicable law,
  ARTICLE 29  CONFIDENTIALITY
   IN WITNESS WHEREOF
 on this
    
    day of
    
    2009




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CONTINENTAL CASUALTY COMPANY
 By:Printed Name:Title:
 and on this
    
    day of
    
    2009
 WESTERN SURETY COMPANY
 By:Printed Name:Title: