<PAGE>   1
                                                                  EXHIBIT 10(c)

                      FLORIDA PHYSICIANS INSURANCE COMPANY
                              HEALTH CARE FACILITY
                  CASUALTY FIRST THROUGH FOURTH EXCESS OF LOSS
                              REINSURANCE AGREEMENT
        ---------------------------------------------------------------

                              FINAL PLACEMENT SLIP


COMPANY:                Florida Physicians Insurance Company
                        a Florida corporation

PERIOD:                 Continuous and to take effect 12:01 a.m., Eastern
                        Standard Time, January 1, 1996 (including prior acts),
                        as respects claims made (or losses occurring as respects
                        General Liability only) on and after 12:01 a.m., Eastern
                        Standard Time, January 1, 1996, on policies attaching on
                        and after 12:01 a.m., Eastern Standard Time, January 1,
                        1996.

CANCELLATION:           At any January 1 by either party via 90 days notice by
                        certified or registered mail. In the event of
                        cancellation, each policy in force at cancellation date
                        will be run off until its cancellation, natural
                        expiration, or next anniversary date, whichever first
                        occurs. Alternatively, the Company may elect to cancel
                        the Reinsurers' liability on a cut-off basis as of the
                        date of cancellation, and the Reinsurers will not be
                        liable for any losses occurring and/or claims made on or
                        after the cancellation date.

                        Regardless of the cancellation method, Reinsurers'
                        liability will continue in the event any extended
                        reporting period options are exercised in accordance
                        with the Company's claims made policies and/or in the
                        event the Company is bound by statute or regulation to
                        continue coverage.


BUSINESS
COVERED:                All business written and classified by the Company as
                        Health Care Facility Liability Insurance, including
                        General Liability written in conjunction with such
                        business.

                        The Company's policies will not exceed 12 months
                        duration and will contain a warranty to the effect that
                        there have been no known incidents likely to give rise
                        to a claim, other than those already reported to the
                        Company.



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<PAGE>   2

FLORIDA PHYSICIANS INSURANCE COMPANY

                                HEALTH CARE FACILITIES CASUALTY EXCESS OF LOSS
                                                                       AR 4303





DEFINITIONS:           "Claims made" as used in this Agreement will mean those
                       claims first made against the insured during the policy
                       period and occurring on or after the retroactive date, if
                       any. The date on which a claim is made or reported will
                       be understood to be the earlier of the date on which a
                       written notice of claim is received by the Company, or a
                       report by telephone is made to the Company by the insured
                       or their representative.

                       "Retroactive date" as used in this Agreement will mean
                       the date prescribed in the Company's policy, which is the
                       earliest date losses can actually occur for which an
                       insured can claim coverage.

                       "Extended reporting period" as used in this Agreement
                       will mean a time period after a policy's termination date
                       within which claims may be made with respect to
                       occurrences happening between the original retroactive
                       date, if any, and the original termination date of the
                       policy.


EXCLUSIONS:            As attached.


TERRITORY:             To follow the Company's policies.


RETENTION              First Layer
AND
LIMIT:                        $500,000 ultimate net loss each and every loss,
                              each and every insured, each and every policy,
                              excess of 
                              $500,000 ultimate net loss each and every loss, 
                              each and every insured, each and every policy.

                       Second Layer

                              $1,000,000 ultimate net loss each and every loss,
                              each and every insured, each and every policy,
                              excess of 
                              $1,000,000 ultimate net loss each and every loss, 
                              each and every insured, each and every policy.

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FLORIDA PHYSICIANS INSURANCE COMPANY

                                HEALTH CARE FACILITIES CASUALTY EXCESS OF LOSS
                                                                       AR 4303



                       Third Layer

                                $4,000,000 ultimate net loss each and every
                                loss, each and every insured, each and every
                                policy, 
                                excess of 
                                $2,000,000 ultimate net loss each and every 
                                loss, each and every insured, each and every 
                                policy.

                       Fourth Layer

                                $5,000,000 ultimate net loss each and every
                                loss, each and every insured, each and every
                                policy, 
                                excess of 
                                $6,000,000 ultimate net loss each and every 
                                loss, each and every insured, each and every 
                                policy.

PREMIUM                The Company will pay the Reinsurers the following
AND                    percentages of the gross written premium on all
CEDING                 policies written or renewed with an effective date on or
COMMISSION:            after the inception of this Agreement:

                       FIRST LAYER
<TABLE>
<CAPTION>
                              -------------------------------------------------------------------------
                                                                    Counties of Dade,
                                    Location of Insured               Broward, and         Balance of
                                                                       Palm Beach            State
                              -------------------------------------------------------------------------
                              <S>                                        <C>                   <C>
                              Rate applied to gross written
                              premium charged by the Company
                              for the first $500,000 of                   29%                  18%
                              limits
                              -------------------------------------------------------------------------
</TABLE>

                       SECOND THROUGH FOURTH LAYERS
<TABLE>
<CAPTION>
                              -------------------------------------------------------------------------
                                                                     Counties of Dade,    Balance of
                                    Location of Insured                Broward, and         State
                                                                       Palm Beach
                              -------------------------------------------------------------------------
                              <S>                                   <C>          <C>         <C>
                              Rate applied to gross written         Second:......25%.........15%
                              premium charged by the Company        Third:.......41%.........21%
                              for the first $1,000,000 of           Fourth:......30%.........15%
                              limits
                              -------------------------------------------------------------------------
</TABLE>


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FLORIDA PHYSICIANS INSURANCE COMPANY

                                HEALTH CARE FACILITIES CASUALTY EXCESS OF LOSS
                                                                       AR 4303



                       ALL LAYERS

                              25% flat ceding commission on gross written
                              premium ceded.

OTHER                  Company permitted to purchase facultative reinsurance
REINSURANCE:           and to deduct the premium therefor; Company permitted to
                       purchase other treaty reinsurance, and to deduct the
                       premium therefor if it inures to the benefit of this
                       Agreement.


FUNDING OF             Letters of Credit required from unauthorized Reinsurers
RESERVES:              as respects outstanding case and bulk losses, expenses,
                       recoverables, and unearned premium.


LOSS EXPENSE:          Pro rata in addition to the ultimate net loss.


DECLARATORY
JUDGMENT               Included hereunder, whether or not a loss is sustained
EXPENSE:               as a result of the action, as per the definition
                       attached.



REPORTS                Reports and remittances within 60 days following the
AND                    end of each quarter, to include all information required
REMITTANCES:           by Reinsurers for completion of their NAIC reports.


OTHER                  Reinsurers will be subject to terms, conditions,
PROVISIONS:            interpretations, waivers, modifications, and alterations
                       of the Company's policies that are the subject of this
                       Agreement.

                       Access to Records Clause
                       Amendments Clause
                       Aon Re Inc. Intermediary Clause (does not apply to
                       General Re)
                       Arbitration Clause
                       Delays, Errors, or Omissions Clause


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FLORIDA PHYSICIANS INSURANCE COMPANY

                                HEALTH CARE FACILITIES CASUALTY EXCESS OF LOSS
                                                                       AR 4303





                       Claims Review Clause
                       Correspondence and Payments Clause (applicable to
                       General Re only)
                       Excess of Original Policy Limits (90%)/Extra
                          Contractual Obligations  (90%) Clause -
                          as attached.
                       Insolvency Clause
                       Loss Notices and Settlements Clause - as attached Net
                       Retained Liability Clause Offset Clause (all Agreements)
                       Subrogation Clause Service of Suit Clause (NMA 1998)
                       Ultimate Net Loss, Loss Expense, Declaratory Judgment
                          Expense, and Right of Appeals Clause - as attached

UNDERWRITING
INFORMATION:           The maximum schedule credit that the Company will allow
                       in respect of the base premiums to which the above rates
                       will be applied will be 15%.









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FLORIDA PHYSICIANS INSURANCE COMPANY

                                HEALTH CARE FACILITIES CASUALTY EXCESS OF LOSS
                                                                       AR 4303




In accordance with your instructions we have placed reinsurance with the
Reinsurer(s) listed hereon, subject to the terms and conditions hereinabove
stated. We ask that you promptly advise us if the terms, conditions, or
Reinsurer(s) vary in any respect from your instructions. Aon Re Inc. will not be
responsible for the financial or other obligations of any Reinsurer(s). Should
you desire financial information regarding the Reinsurer(s) listed hereon,
please contact us and we will furnish it.

<TABLE>
<CAPTION>
REINSURED WITH:

                                                            PERCENTAGE
                                                            ----------

                                              1ST & 2ND       THIRD         FOURTH
                                                LAYER         LAYER          LAYER
                                                -----         -----          -----

<S>                                            <C>           <C>           <C>
DOMESTIC REINSURERS:
General Reinsurance Corp.                       50.00%        50.00%        50.00%
TIG Reinsurance Company                         10.91%        10.91%        10.91%

        TOTAL FOR DOMESTIC REINSURERS:          60.91%        60.91%        60.91%


FOREIGN REINSURERS:
CNA International Reins. Co. Ltd.                5.21%         9.54%        12.34%
Eisen Und Stahl                                  1.04%         0.95%         1.24%
Hannover Ruck - Germany                          4.17%         3.81%         4.94%
Terra Nova Ins. - England                        2.61%         2.54%         2.06%
Unionamerica Ins. Co. - England                  5.21%         9.54%         6.17%
Zurich Re (UK) Ltd. London, England             20.85%        12.71%        12.34%

        TOTAL FOR FOREIGN REINSURERS:           39.09%        39.09%        39.09%


TOTAL FOR ALL PARTICIPANTS:                    100.00%       100.00%       100.00%
                                               ======        ======        ======
</TABLE>


The Reinsurers' obligations under this Agreement are several and not joint and
are limited solely to the extent of their individual participations. The
Reinsurers are not responsible for the participation of any co-subscribing
Reinsurer who for any reason does not satisfy all or part of its obligations.




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FLORIDA PHYSICIANS INSURANCE COMPANY

                                HEALTH CARE FACILITIES CASUALTY EXCESS OF LOSS
                                                                       AR 4303




Assuming that you find everything in order, please indicate your acceptance and
approval by signing and returning this Placement Slip to Aon Re Inc., 201
California Street, Suite 900, San Francisco, California 94111.

ACCEPTED &
APPROVED:
         ----------------------------------------------------------------------

REFERENCE
NUMBER:                                                    DATED:
       ----------------------------------------------------      --------------

(For processing purposes it is important that you provide your Company's
reference number for this program.)












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<PAGE>   8

FLORIDA PHYSICIANS INSURANCE COMPANY

                                HEALTH CARE FACILITIES CASUALTY EXCESS OF LOSS
                                                                       AR 4303





                                 EXCLUSION LIST

No reinsurance indemnity will be afforded under this Agreement for:

        A.     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, howsoever 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, fee, or other obligation in whole or in
               part.

        B.     Reinsurance assumed by the Company other than inter-company
               reinsurance.

        C.     Loss or liability excluded by the provisions of the Nuclear
               Incident Exclusion Clause - Liability - Reinsurance - U.S.A. -
               attached to this Agreement, or as may be revised hereafter by the
               Lloyd's Underwriters' Non-Marine Association.

        D.     Managed Care Errors and Omissions insurance.

        E.     The following types of business:

               1.     SIR business or business with deductibles greater than
                      $250,000.

               2.     Business attaching in excess of insurance written by
                      other carriers.

               3.     Any risk with a reported loss greater than $1,000,000 in
                      any one year or a combined incurred loss ratio of more
                      than 95% for the preceding three years.

               4.     Risks located in Dade, Broward, or Palm Beach counties.

               5.     Any risks with an experience modification factor greater
                      than 1.150 (15% debit).

               6.     All risks involving:

                      a.     Multiple location hospitals.




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FLORIDA PHYSICIANS INSURANCE COMPANY

                                HEALTH CARE FACILITIES CASUALTY EXCESS OF LOSS
                                                                       AR 4303


                      b.     Hospitals with more than 400 beds.


                      c.     Hospitals producing more than $500,000 in
                             premiums.


        Should the Company, by reason of an inadvertent act, error, or omission,
be bound to afford coverage excluded under exclusions E 1 through 6 above, or
should an existing insured extend its operations to include coverage excluded
under exclusions E 1 through 6 above, the Reinsurers will waive the
exclusion(s). The duration of said waiver will not extend beyond the time that
notice of such coverage has been received by the responsible underwriting
authority of the Company plus:

        A.     The minimum time period required thereafter for the Company to
               obtain special acceptance from the Reinsurers (as provided in the
               following paragraph); or

        B.     If special acceptance is not granted by the Reinsurers, the
               minimum time period required thereafter for the Company to
               terminate such coverage.


        The Company may submit to the Reinsurers, for special acceptance
hereunder, business excluded by exclusions E 1 through 6. If said business is
accepted by the Reinsurers, it will be subject to the terms of this Agreement,
except as such terms are modified by such acceptance. Any special acceptance
business covered under the reinsurance Agreement being replaced by this
Agreement will be automatically covered hereunder. Further, should Reinsurers
become a party to this Agreement subsequent to the acceptance of any business
not normally covered hereunder, they will automatically accept same as being a
part of this Agreement.

                          LOSS NOTICES AND SETTLEMENTS

        The Company will advise the Reinsurers promptly of all losses reserved
at $100,000 from the ground up, or that, in the opinion of the Company, may
involve the Reinsurers under this Agreement, and of all subsequent developments
pertaining thereto that may materially affect them as well; however, such losses
will be reported to the Second and higher Layers only if a cession has been made
to the Layer in question. Inadvertent omission in dispatching the aforementioned
notices will in no way affect the obligation of the Reinsurers under this
Agreement, provided the Company informs the Reinsurers of such omission promptly
upon discovery.











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<PAGE>   10

FLORIDA PHYSICIANS INSURANCE COMPANY

                                HEALTH CARE FACILITIES CASUALTY EXCESS OF LOSS
                                                                       AR 4303




        The Company will have the right to settle all claims under its policies.
The settlements, provided they are within the terms of the Company's policies
and of this Agreement, will be unconditionally binding on the Reinsurers in
proportion to their participation in this Agreement. The Company will likewise,
at its sole discretion, commence, continue, defend, or withdraw from actions,
suits, or proceedings and generally handle all matters related to all claims and
losses, and all payments made and costs and expenses incurred in connection
therewith, or in taking legal advice therefor, will be shared by the Reinsurers.
When so requested, however, the Company will afford the Reinsurers, at the
Reinsurers' own expense, an opportunity to be associated with the Company in the
defense of any claim, suit, or proceeding involving this Agreement, and the
Company and the Reinsurers will cooperate in every respect in such defense.
Amounts due the Company hereunder in the settlement of ultimate net loss and
loss expense will be payable by the Reinsurers immediately upon being furnished
by the Company with reasonable evidence of the amount paid or to be paid in
excess of the Company's retention as set forth in the Retention and Limit
Sections of the Exhibits attached hereto.


           EXTRA CONTRACTUAL OBLIGATIONS AND EXCESS LIMITS LIABILITY

        This Agreement will extend to cover any losses arising from
claims-related extra contractual obligations and/or excess limits liability:

        A.     In the case of the First and Second Layers, provided a cession
               has been made to this Agreement in respect of the policy under
               which the extra contractual obligations and/or excess limits
               liability loss arises;

        B.     In the case of the Third and Fourth Layers, provided a cession
               has been made to the Layer in question in respect of the policy
               under which the extra contractual obligations and/or excess
               limits liability loss arises.


        "Extra contractual obligations" as used in this Agreement will mean
those liabilities not covered under any other provision of this Agreement, which
arise from the handling of any claim on business covered hereunder; such
liabilities arising because of, but not limited to, the following: failure to
settle within the policy limit, by reason of alleged or actual negligence,
fraud, or bad faith in rejecting an offer of settlement, in the preparation of
the defense, in the trial of any action against the insured or reinsured, or in
the preparation or prosecution of an appeal consequent upon such action.

        "Excess limits liability" as used in this Agreement will mean damages
payable in excess of the policy limit as a result of alleged or actual
negligence, fraud, or bad faith in



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<PAGE>   11

FLORIDA PHYSICIANS INSURANCE COMPANY

                                HEALTH CARE FACILITIES CASUALTY EXCESS OF LOSS
                                                                       AR 4303




failing to settle and/or rejecting a settlement within the policy limit, in the
preparation of the defense, in the trial of any action against the insured or
reinsured, or in the preparation or prosecution of an appeal consequent upon
such action. Excess limits liability is any amount for which the Company would
have been contractually liable to pay had it not been for the limits of the
reinsured policy.

        There will be no recovery hereunder where the extra contractual
obligation or excess limits liability has been incurred due to fraud committed
by a member of the board of directors or a corporate officer of the Company,
acting individually, collectively, or in collusion with a member of the board of
directors, a corporate officer, or a partner of any other corporation,
partnership, or organization involved in the defense or settlement of a claim on
behalf of the Company.

        The date on which any extra contractual obligation and/or excess limits
liability is incurred by the Company will be deemed, in all circumstances, to be
the date of the original loss (as respects occurrence-basis policies), or the
first claim made against the Company's policy (in the case of claims-made-basis
policies). Nothing in this Article will be construed to create a separate or
distinct loss apart from the original covered loss that gave rise to the extra
contractual obligations and/or excess limits liability discussed in the
preceding paragraphs. In no event will the total liability of the Reinsurers
exceed their applicable limit of liability as set forth in the Retention and
Limit Sections of the Exhibits attached hereto.


                       ULTIMATE NET LOSS, LOSS EXPENSE AND
                          DECLARATORY JUDGMENT EXPENSE

        "Ultimate net loss" as used in this Agreement will mean the amount of
any settlement, award, or judgment paid by the Company or for which the Company
has become liable to pay, including: plaintiff's attorney fees where applicable;
interest accrued prior to final judgment if included as part of loss on
reinsured policies; 90% of any claims-related extra contractual obligations
where applicable and/or 90% of any claims-related excess limits liability where
applicable (however, the maximum contribution to ultimate net loss as respects
any one extra contractual obligations and/or excess limits liability action will
be $2,000,000); and declaratory judgment expense where the Company has not paid
or has not become liable to pay any settlement, award, or judgment under its
policy. Ultimate net loss will also include any coinsurance retention,
deductible, or self-insured retention paid by the insured. Ultimate net loss
will not include loss expense. All recoveries and subrogations which are
actually recovered, and inuring reinsurance whether recovered or not, will be
deducted from the amount of the ultimate net loss. Nothing, however, in this
Agreement will be construed as meaning that losses are not recoverable hereunder
until the actual loss to the Company has been ascertained.







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<PAGE>   12
FLORIDA PHYSICIANS INSURANCE COMPANY

                                HEALTH CARE FACILITIES CASUALTY EXCESS OF LOSS
                                                                       AR 4303



         "Loss expense" as used in this Agreement will mean all expenses
incurred by the Company in the investigation, appraisal, adjustment, litigation
and/or defense of claims under policies reinsured hereunder, including court
costs, interest accrued prior to judgment if included as part of expense on
reinsured policies, and interest accrued after final judgment, but excluding
internal office expenses, salaries, per diem, and other remuneration of regular
Company employees. Loss expense will also include declaratory judgment expense
incurred by the Company in an action that results in a loss to the Company
(however, the maximum contribution to loss expense as respects declaratory
judgment expense arising from any one declaratory judgment action will be
$2,000,000). Loss expense where incurred in connection with claims involving
this Agreement will be apportioned between the Company and the Reinsurers in
proportion to their respective interests as finally determined.

         "Declaratory judgment expense" as used in this Agreement will mean all
expenses incurred by the Company in connection with declaratory judgment actions
brought to determine the Company's defense and/or indemnification obligations
that are allocable to specific policies and claims subject to this Agreement.
Declaratory judgment expense will be deemed to have been fully incurred by the
Company on the date of the actual or alleged loss under the Company's policy
giving rise to the action.












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