<PAGE>   1
                                                                   EXHIBIT 10(c)

                         HEALTH CARE LIABILITY FACILITY
             CASUALTY FIRST THROUGH FOURTH CESSIONS EXCESS OF LOSS

                              FINAL PLACEMENT SLIP


COMPANY:         FPIC Insurance Group
                  a Florida corporation
                          and/or
                 Florida Physicians Insurance Company
                 A Florida corporation
                          and/or
                 any company now or hereafter affiliated with
                 FPIC Insurance Group


PERIOD:          Effective as to claims made, including prior acts, or losses
                 occurring as respects General Liability only, on or after
                 12:01 a.m., Eastern Standard Time, January 1, 1997, on
                 policies attaching from 12:01 a.m., Eastern Standard Time,
                 January 1, 1997, to 12:01 a.m. Eastern Standard Time, January
                 1, 2000.

CANCELLATION:    At January 1, 1998, or January 1, 1999, by either party via 90
                 days notice by certified or registered mail.


EXPIRATION
AND
CANCELLATION
OPTIONS:      At expiration or in the event of cancellation, each policy in
              force at the expiration or cancellation date will be run off
              until its cancellation, natural expiration, or next
              anniversary date, whichever first occurs.  Alternatively, the
              Company may elect to have the Reinsurers' liability terminate
              on a cut-off basis as of the date of expiration or
              cancellation, and the Reinsurers will not be liable for any
              losses occurring and/or claims made on or after the expiration
              or cancellation date.




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FPIC INSURANCE GROUP            HEALTH CARE LIABILITY FACILITY CASUALTY CESSION 
                                EXCESS OF LOSS
                                                                        AR 4374




                 Regardless of the option chosen by the Company at expiration
                 or cancellation, 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 duration of the Company's policies will not exceed 12
                 months plus odd time not exceeding 18 moths in all, 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.


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.





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FPIC INSURANCE GROUP            HEALTH CARE LIABILITY FACILITY CASUALTY CESSION 
                                EXCESS OF LOSS
                                                                        AR 4374



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.

                 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.





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FPIC INSURANCE GROUP            HEALTH CARE LIABILITY FACILITY CASUALTY CESSION 
                                EXCESS OF LOSS
                                                                        AR 4374


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

                 FIRST LAYER

<TABLE>
<CAPTION>
        -------------------------------------------------------------------
                                           Counties of Dade,      Balance
                Location of Insured          Broward, and        of State
                                              Palm Beach     
        -------------------------------------------------------------------
         <S>                                       <C>            <C>
         Rate applied to gross written                       
         premium charged by the Com-                         
         pany for the first $500,000 of             27%            18%
         limit                                               
        -------------------------------------------------------------------
</TABLE>

                 SECOND THROUGH FOURTH LAYERS

<TABLE>
<CAPTION>
        ----------------------------------------------------------------------------
                                                   Counties of Dade,        Balance
         Location of Insured                         Broward, and          of State
                                                      Palm Beach
        ----------------------------------------------------------------------------
         <S>                                       <C>    
         Rate applied to gross written
         premium charged by the Com-               Second:......25% .........15%
         pany for the first $1,000,000             Third:.......35% .........18%
         of limits or pro rata of these            Fourth:......26% .........11%
         rates if the policy limit exposes
         only part of a layer.
        ----------------------------------------------------------------------------
</TABLE>

                 ALL LAYERS

                 25% flat ceding commission on gross written premium ceded.

OTHER
REINSURANCE:     Company permitted to purchase facultative reinsurance and to
                 deduct the premium therefor; Company permitted to purchase





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FPIC INSURANCE GROUP            HEALTH CARE LIABILITY FACILITY CASUALTY CESSION 
                                EXCESS OF LOSS
                                                                        AR 4374


                 other treaty reinsurance, and to deduct the premium therefor
                 if it inures to the benefit of this Agreement.

FUNDING OF
RESERVES:        Letters of Credit required from unauthorized Reinsurers 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
EXPENSE:         Included hereunder, whether or not a loss is sustained as a
                 result of the action, as per the definition attached.

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


SPECIAL
ACCEPTANCES:     The Company may submit to the Reinsurers, for special
                 acceptance hereunder, business not covered by this Agreement.

                 The Company agrees to submit the following types of business
                 for Special Acceptance hereunder (ALL FOUR AS RESPECTS GENERAL
                 RE; 1, 3, AND 4 ONLY AS RESPECTS ZURICH RE (UK), UNIONAMERICA
                 INSURANCE COMPANY AND CNA INTERNATIONAL REINSURANCE COMPANY
                 LTD.):

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





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FPIC INSURANCE GROUP            HEALTH CARE LIABILITY FACILITY CASUALTY CESSION 
                                EXCESS OF LOSS
                                                                        AR 4374



                 2.       All risks involving hospitals producing more than
                          $500,000 in premiums.

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

                          Furthermore, should the Company, by reason of an
                 inadvertent act, error, or omission, be bound to afford
                 coverage, or should an existing insured extend its operations
                 to include coverage for any of the above types of business,
                 and special acceptance has not been obtained from Reinsurers,
                 the Reinsurers will waive the requirement for Special
                 Acceptance.  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; or

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

                 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.





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FPIC INSURANCE GROUP            HEALTH CARE LIABILITY FACILITY CASUALTY CESSION 
                                EXCESS OF LOSS
                                                                        AR 4374


OTHER
PROVISIONS:      Reinsurers will be subject to terms, conditions,
                 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 (NOT APPLICABLE TO GENERAL RE)
                 Arbitration Clause - as attached
                 Delays, Errors, or Omissions Clause
                 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 - as attached

UNDERWRITING

         1.      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% except as otherwise agreed by lead
                 reinsurer, General Re.

         2.      The Minimum Premium amounts are:

                 $3,000        Acute Care Beds





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FPIC INSURANCE GROUP            HEALTH CARE LIABILITY FACILITY CASUALTY CESSION 
                                EXCESS OF LOSS
                                                                        AR 4374




               $2,000           Clinics with no overnight beds and major surgery
               $2,000           Psychiatric Beds
               $2,000           Rehab Beds
               $  750           Clinics with no overnight beds and minor surgery
               $  750           Long Term Extended Care


INFORMATION:     Aon Fee for Gen Re:  5% ceded premium





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FPIC INSURANCE GROUP            HEALTH CARE LIABILITY FACILITY CASUALTY CESSION 
                                EXCESS OF LOSS
                                                                        AR 4374




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

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

<TABLE>
<CAPTION>
DOMESTIC REINSURERS                              FIRST                SECOND              THIRD               FOURTH
-------------------                              LAYER                LAYER               LAYER               LAYER
                                                 -----                -----               -----               -----
<S>                                              <C>                  <C>                 <C>                 <C>
General Reinsurance Corporation                  50.0000%             50.0000%            50.0000%            50.0000%
TIG Reinsurance Company                          10.9100%             10.9100%            10.91000%           10.9100%

Total Domestic Reinsurers:                       60.9100%             60.9100%            60.91000%           60.91000%

<CAPTION>
LONDON MARKETS THROUGH DENIS M. CLAYTON AND COMPANY LIMITED:
------------------------------------------------------------

LONDON COMPANIES:
-----------------
<S>                                              <C>                  <C>                 <C>                 <C>     
CNA International Reinsurance Company
   Limited                                       5.4800%              5.4800%             10.0300%            12.7500%
Hannover Ruckversicherungs-Aktiengesellschaft    5.4800%              5.4800%             5.0100%             6.3700%
Terra Nova Insurance Company Limited             0.7300%              0.7300%             0.6700%             0.8500%
Unionamerica Insurance Company Limited           5.4800%              5.4800%             10.0200%            6.3700%
Zurich Re (UK) Limited                           21.9200%             21.9200%            13.3600%            12.7500%

TOTAL LONDON COMPANIES                           39.0900%             39.0900%            39.0900%            39.0900%

Total Denis M. Clayton & Company Limited         39.0900%             39.0900%            39.0900%            39,0900%
Total Non-Domestic Companies                     39.0900%             39.0900%            39.0900%            39.0900%

TOTAL ALL PARTICIPANTS                           100.0000%            100.0000%           100.0000%           100.0000%
</TABLE>





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FPIC INSURANCE GROUP            HEALTH CARE LIABILITY FACILITY CASUALTY CESSION 
                                EXCESS OF LOSS
                                                                        AR 4374



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



ACCEPTED AND
APPROVED BY:                                         DATED:
             ---------------------------------------       -----------------
REFERENCE
NUMBER:
       -----------------------

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





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FPIC INSURANCE GROUP            HEALTH CARE LIABILITY FACILITY CASUALTY CESSION 
                                EXCESS OF LOSS
                                                                        AR 4374


                                 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.





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FPIC INSURANCE GROUP            HEALTH CARE LIABILITY FACILITY CASUALTY CESSION 
                                EXCESS OF LOSS
                                                                        AR 4374


                          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.

         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.





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FPIC INSURANCE GROUP            HEALTH CARE LIABILITY FACILITY CASUALTY CESSION 
                                EXCESS OF LOSS
                                                                        AR 4374



           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 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.





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FPIC INSURANCE GROUP            HEALTH CARE LIABILITY FACILITY CASUALTY CESSION 
                                EXCESS OF LOSS
                                                                        AR 4374


         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.

         "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





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FPIC INSURANCE GROUP            HEALTH CARE LIABILITY FACILITY CASUALTY CESSION 
                                EXCESS OF LOSS
                                                                        AR 4374


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.

                                  ARBITRATION

         As a condition precedent to any right of action hereunder, any dispute
that arises out of or in connection with this Agreement, including its
formation or validity, will be submitted for decision to an arbitration panel
composed of two arbitrators and an umpire.  The arbitration will be conducted
under the Federal Arbitration Act and will proceed as set forth below.

         All notices in connection with arbitration will be in writing and sent
certified or registered mail, return receipt requested.  The term "days" as
used herein will mean calendar days.  Notice requesting arbitration will
reference this Article, will state issues to be resolved in the view of the
claimant, and will appoint the arbitrator selected by the claimant.  Within 30
days after receipt of such notice, the respondent will notify the claimant of
any additional issues to be resolved and of the name of its appointed
arbitrator.  As time is of the essence, if the respondent fails to appoint its
arbitrator within 30 days after receipt of notice requesting arbitration, the
claimant is authorized to and will appoint the second arbitrator.

         Unless otherwise mutually agreed, each member of the arbitration panel
will be an impartial active or former officer of an insurance or reinsurance
company or an Underwriter at Lloyd's of London.  Before instituting the hearing
the two appointed arbitrators will choose an impartial umpire.  If the two
arbitrators fail to agree on the appointment of an umpire within 30 days after
the appointment of the second arbitrator, within 10 days thereafter the two
arbitrators will request the American Arbitration Association ("AAA") to
appoint an umpire with the qualifications set forth above in this Article
without regard to the AAA's Commercial Arbitration Rules.  If the AAA fails to
appoint an umpire within 30 days after its receipt of the arbitrators' request,
either party may apply to a court of competent jurisdiction to appoint an
umpire with the qualifications set forth above in this Article.  The umpire
will immediately notify each party of his selection.  In the event of the
resignation or death of any member of the arbitration panel, a replacement will
be appointed in the same manner as the resigning or deceased member was
appointed.





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FPIC INSURANCE GROUP            HEALTH CARE LIABILITY FACILITY CASUALTY CESSION 
                                EXCESS OF LOSS
                                                                        AR 4374




         Within 30 days after notice of appointment of the umpire, the claimant
and respondent will each submit an initial brief to the panel.  Within 45 days
after notice of appointment of the umpire, the panel will meet and determine
timely periods for the submission of reply briefs and amended briefs,
procedures for discovery, and a scheduled date for the hearing.  Arbitration
will be held in the city of the Company's home office unless the parties
mutually agree to another venue.

         The panel will be relieved of all judicial formality and the umpire
will be the final judge of the panel's procedures, the rules of evidence,
privilege, and production, and the excessiveness and relevancy of any witnesses
and documents upon the petition of any participating party.  The panel will be
authorized to issue interim orders and awards in the interest of fairness and
the prompt and orderly resolution of issues in dispute.  To the extent
permitted by law, the umpire and the panel will be empowered to issue orders to
enforce such decisions.  Insofar as the panel looks to substantive law, it will
consider the law of the State of Florida.

         The panel will make its award with regard to the terms expressed in
this Agreement, the original intentions of the parties to the extent reasonably
ascertainable, and the custom and practice of the insurance and reinsurance
business.  The panel will make its award within 30 days after the close of the
hearing.  Each award by the panel will be in writing and may state factual
findings that served as a basis for the award.  Each award by the panel will be
by a majority of the panel's members and will be final and binding on all
parties to the proceeding.  Any party may apply to a court of competent
jurisdiction for an order confirming the award, and a judgment of that court
will thereupon be entered on the award.  If such an order is issued, the
attorneys' fees of the party so applying and court costs will be paid by the
party against whom confirmation is sought. 

         Each party will bear the expense of the arbitrator appointed on its
behalf and all remaining costs of the arbitration will be finally allocated by
the panel.  Punitive damages will not be awarded; however, the panel may award
interest, costs and expenses as it deems appropriate, including but not limited
to attorneys' fees, to the extent permitted by law.





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