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                                                                 EXHIBIT 10.10.2


       DESCRIPTION OF THE REINSURANCE AGREEMENT FOR 2003 BETWEEN ACIC AND
            GENERAL REINSURANCE CORPORATION EFFECTIVE JANUARY 1, 2003

The Company, on behalf of American Compensation Insurance Company (ACIC), its
wholly owned subsidiary, entered into reinsurance contracts for the fiscal year
beginning January 1, 2003. The following summarizes the significant terms of
these reinsurance agreements.

LIABILITY OF THE REINSURER

The Reinsurers shall pay to ACIC, with respect to Workers' Compensation and
Employers' Liability Business, the amount of Net Loss for each Occurrence, as
defined in the contracts, in excess of ACIC's retention, but not exceeding the
Limits of Liability of the Reinsurer as follows:

<TABLE>
<CAPTION>
------------------------------------ ------------------------------------------- ----------------------------
LOSS LAYER                           REINSURER                                   COMMENT
------------------------------------ ------------------------------------------- ----------------------------
<S>                                  <C>                                         <C>
$4,000,000 excess $1,000,000         General Reinsurance Corporation             Non Minnesota losses
------------------------------------ ------------------------------------------- ----------------------------
$5,000,000 excess $5,000,000         General Reinsurance Corporation             Non Minnesota losses
------------------------------------ ------------------------------------------- ----------------------------
$10,000,000 excess $10,000,000       General Reinsurance Corporation             Non Minnesota losses.
                                                                                 Net loss for any one
                                                                                 employee shall not exceed
                                                                                 $10,000,000
------------------------------------ ------------------------------------------- ----------------------------
Excess of $20,000,000                                                            100% retained by ACIC
                                                                                 Non Minnesota losses
------------------------------------ ------------------------------------------- ----------------------------
</TABLE>


COMMENCEMENT AND TERMINATION

The agreements shall apply to new and renewal policies of ACIC becoming
effective at and after 12:01 A.M., January 1, 2003, and to policies in force at
12:01 A.M., January 1, 2003, with respect to losses resulting from Occurrences
taking place at or after the aforesaid time and date.

Parties may terminate these agreements at any December 31st by sending to the
other, by registered mail to its principal office, not less than 90 days prior
written notice. The Reinsurer may also terminate the agreements in the event of
significant adverse events at ACIC or in the event of a change in control of
ACIC or RTW, Inc.

REINSURANCE PREMIUM

ACIC agreed to pay the reinsurers based on premiums earned for each Loss layer
as shown above. These rates are in excess of the rates that we paid in 2002.