Exhibit
      10.81




EXCESS
        OF
        LOSS RETROCESSION AGREEMENT
  BY
        AND
        BETWEEN
  PLATINUM
        UNDERWRITERS BERMUDA, LTD.
  (RETROCEDANT)
  and
  PLATINUM
        UNDERWRITERS REINSURANCE, INC.
  (RETROCESSIONAIRE)
  DATED
        AS
        OF JANUARY 1, 2008
  ARTICLE
        1
        -  BUSINESS
        COVERED
  This
        Agreement is to indemnify the Retrocedant in respect of the net excess liability
        as a result of any European Windstorm and/or wind-driven flood loss or losses
        which may occur during the term of this Agreement under any original reinsurance
        contracts written by the Retrocedant.
  ARTICLE
        2
        -  COMMENCEMENT
        AND TERMINATION
  This
        Agreement shall take effect and shall apply to all losses occurring during
        the
        period 1st
        January
        2008 to 31st
        December 2008 both days inclusive, Local Standard Time, at the place where
        the
        loss occurs.
  If
        this
        Agreement terminates while an occurrence covered hereunder is in progress,
        it is
        agreed that subject to the other conditions of this Agreement, the
        Retrocessionaire shall indemnify the Retrocedant as if the entire loss had
        occurred during the term of this Agreement.
  ARTICLE
        3
        -  EXCLUSIONS
  The
        following Exclusion Clauses are attached to and form part of this
        Agreement:
  1.
              Nuclear
                  Energy Risks Exclusion Clause (Reinsurance) (Worldwide Excluding
                  U.S.A.
                  & Canada) (Japanese Amendment)
  2.
              Pools,
                  Associations, and Syndicates.
  3.
                War
                    Risk Exclusion Clause.
  4.
                Insolvency
                    Funds Exclusion Clause
 5.
              Losses
                  emanating from the Quota Share Retrocession Agreement by and between
                  Platinum Underwriters Bermuda, Ltd. and Platinum Underwriters Reinsurance,
                  Inc.
  ARTICLE
          4 -  TERRITORY
  Coverage
        applies within the territorial limits of Europe, defined as Albania, Andorra, Armenia,
        Austria,
        Belarus, Belgium, Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, the
        Czech
        Republic, Denmark, Estonia, Faroe Islands, Finland, France, Georgia, Germany,
        Gibraltar, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein,
        Lithuania, Luxembourg, Macedonia, Malta, Moldova, Monaco, Montenegro, the
        Netherlands, Norway, Poland, Portugal, Romania, Russia, San Marino, Serbia,
        Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, the Ukraine, and
        the
        United Kingdom (together with the Channel Islands and the Isle of Man) and/or
        any other names by which such territories may become known.
 
 -
            1 -
 ARTICLE
        5   - LIMIT AND RETENTION
  The
        Retrocessionaire shall be liable in respect of each and every loss occurrence
        over and above an initial Ultimate Net Loss of $275,000,000 each and every
        loss
        each and every loss occurrence, subject to a limit of liability to the
        Retrocessionaire of $75,000,000 Ultimate Net Loss each and every loss or
        series
        of losses arising out of one loss occurrence.  Nevertheless, the limit
        of liability to Retrocessionaire for all occurrences arising under this
        Agreement shall be limited to $150,000,000.
  ARTICLE
        6   - REINSTATEMENT
  Each
        loss
        hereon reduces the amount of indemnity provided under this Agreement by the
        amount paid.  Any amount so exhausted shall be automatically
        reinstated from the time of the occurrence of loss and for each amount so
        reinstated, the Retrocedant agrees to pay an additional premium calculated
        at
        pro rata of the annual premium as respects the fraction of indemnity exhausted
        and 100% of the annual premium regardless of the unexpired term of this
        Agreement.  Nevertheless, the Retrocessionaire's liability shall not
        exceed $150,000,000 with respect to all Loss Occurrences during the term
        of the
        Agreement.
  ARTICLE
        7 -
        PREMIUM
  The
        premium for this Agreement shall be a flat premium of $3,750,000 payable
        in two
        equal installments on January 1, 2008 and July1, 2008.
  ARTICLE
        8 -
        ULTIMATE NET LOSS
  Ultimate
        Net Loss shall mean the actual loss paid by the Retrocedant, or for which
        the
        Retrocedant becomes liable to pay, such loss to include 100% of any Extra
        Contractual Obligations and 100% of any Excess of Policy Limits loss, and
        expenses of litigation and interest, if any, and all other loss expenses
        covered
        under Original Reinsurance Contract, and such expenses of the Retrocedant
        incurred in the handling of loss arising out of Original Reinsurance Contracts
        including subrogation, salvage and recovery expenses (office expenses and
        salaries of officials and employees not classified as loss adjusters are
        not
        chargeable as expenses for purpose of this paragraph), but salvages and all
        recoveries, including recoveries under all reinsurances which inure to the
        benefit of this agreement (whether recovered or not), shall be first deducted
        from such loss to arrive at the amount of liability attaching
        hereunder.
  All
        salvages, recoveries or payments recovered or received subsequent to loss
        settlement hereunder shall be applied as if recovered or received prior to
        the
        aforesaid settlement and all necessary adjustments shall be made by the parties
        hereto.
  For
        purposes of this article, the phrase “becomes liable to pay” shall mean the
        existence of a judgment or award, which the Retrocedant does not intend to
        appeal or a release has been obtained by the Retrocedant, or the Retrocedant
        has
        accepted a proof of loss.
  Nothing
        in this clause shall be construed to mean that losses are not recoverable
        hereunder until the Retrocedant’s net loss has been ascertained.
  ARTICLE
        9
        -EXTRA CONTRACTUAL
        OBLIGATIONS
  This
        Agreement shall protect the Retrocedant and any original reinsured, within
        the
        limits hereof, where the loss includes any Extra Contractual
        Obligations.  The term “Extra Contractual Obligations” is defined as
        those liabilities not covered under any other provision of this 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
        any original reinsured 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 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 action.
 
 The
        date
        on which any Extra Contractual Obligation is incurred by any original reinsured
        shall be deemed, in all circumstances, to be the date of the original disaster
        and/or casualty.
 
 However,
        this Article shall not apply where the loss has been incurred due (i) solely
        to
        the acts, or failure to act, of the Retrocedant in handling its claims or
        (ii)
        to fraud by a member of the Board of Directors or a corporate officer of
        any
        original reinsured 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.
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            2 -
 ARTICLE
        10 - EXCESS OF ORIGINAL POLICY LIMITS
 
 This
        Agreement shall protect the Retrocedant and any original reinsured, within
        the
        limits hereof, in connection with loss in excess of the limit of its original
        policy, such loss in excess of the limit having been incurred because of
        failure
        of the original reinsured 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 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 action.
 
 However,
        this Article shall not apply where the loss has been incurred due (i) solely
        to
        the acts, or failure to act, of the Retrocedant in handling its claims or
        (ii)
        to fraud by a member of the Board of Directors or a corporate officer of
        the
        original reinsured 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.
 
 For
        the
        purpose of this Article, the word “loss” shall mean any amounts for which the
        original reinsured or Retrocedant would have been contractually liable to
        pay
        had it not been for the limit of the original policy.
 
  ARTICLE
        11 -
        NET RETAINED LINES
  This
        Agreement applies only to that portion of any reinsurance or any Extra
        Contractual Obligations or Excess of Original Policy Limits which the
        Retrocedant retains net for its own account, and in calculating the amount
        of
        any loss hereunder and also in computing the amount or amounts in excess
        of
        which this Agreement attaches, only loss or losses in respect of that portion of
        any reinsurance or any Extra Contractual Obligations or Excess of Original
        Policy Limits which the Retrocedant retains nets for its own account shall
        be
        included.
  The
        amount of the Retrocessionaire liability hereunder in respect of any loss
        or
        losses shall not be increased by reason of the inability of the Retrocedant
        to
        collect from any other Retrocessionaire, whether specific or general, any
        amounts which may have become due from them, whether such inability arises
        from
        the insolvency of such other Retrocessionaire or otherwise.
  ARTICLE
        12-
        NOTICE OF LOSS AND LOSS SETTLEMENTS
  The
        Retrocedant shall advise the Retrocessionaire promptly of any Loss Occurrence
        which, in the opinion of the Retrocedant may result in a claim hereunder
        and of
        all subsequent developments thereto which, in the opinion of the Retrocedant
        may
        materially affect the position of the Retrocessionaire.
  All
        loss
        settlements made by the Retrocedant, provided they are within the terms of
        this
        Agreement, shall be unconditionally binding upon the Retrocessionaire who
        agrees
        to pay all amounts for which it may be liable immediately upon being furnished
        by the Retrocedant with reasonable evidence of the amount due or to be
        due.  In addition, the Retrocessionaire agrees to abide by court
        and/or arbitration decisions affecting the Retrocedant’s Original Reinsurance
        Contracts.
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            3 -
 ARTICLE
        13 -
        ARBITRATION
  SECTION
        13.01         As a condition
        precedent to any right of action under this Agreement, any dispute or difference
        between the parties hereto relating to the formation, interpretation, or
        performance of this Agreement, or any transaction under this Agreement, whether
        arising before or after termination, shall be submitted for decision to a
        panel
        of three arbitrators (the “Panel”) at the
        offices of Judicial Arbitration and Mediation Services, Inc. in accordance
        with
        the Streamlined Arbitration Rules and Procedures of Judicial Arbitration
        and
        Mediation Services, Inc.
  SECTION
        13.02         The party demanding
        arbitration shall do so by written notice to the responding party.
        Retrocessionaire hereby appoints its General Counsel as its agent to receive
        any
        arbitration demand hereunder and Retrocedant hereby appoints its Chief Financial
        Officer as its agent to receive any arbitration demand hereunder. The
        arbitration demand shall state the issues to be resolved and shall name the
        arbitrator appointed by the demanding party.
  SECTION
        13.03         Within thirty (30) days of
        receipt of the demand for arbitration, the responding party shall notify
        the
        demanding party of any additional issues to be resolved in the arbitration
        and
        the name of the responding party’s appointed arbitrator.  If the
        responding party refuses or neglects to appoint an arbitrator within thirty
        (30)
        days following receipt of the written arbitration demand, then the demanding
        party may appoint the second arbitrator but only after providing ten (10)
        days'
        written notice of its intention to do so, and only if such other party has
        failed to appoint the second arbitrator within such ten (10) day
        period.
  SECTION
        13.04          The two
        arbitrators shall, before instituting the hearing, select an impartial
        arbitrator who shall act as the umpire and preside over the hearing. If the
        two
        arbitrators fail to agree on the selection of a third arbitrator within thirty
        (30) days after notification of the appointment of the second arbitrator,
        the
        selection of the umpire shall be made by the American Arbitration Association.
        Upon resignation or death of any member of the Panel, a replacement will
        be
        appointed in the same fashion as the resigning or deceased member was appointed.
        All arbitrators shall be active or former officers of property/casualty
        insurance or reinsurance companies, or Lloyd's underwriters, and shall be
        disinterested in the outcome of the arbitration.
  SECTION
        13.05         Within thirty (30)
        days after notice of appointment of all arbitrators, the Panel shall meet
        and
        determine timely periods for briefs, discovery procedures and schedules for
        hearings. The Panel shall have the power to determine all procedural rules
        for
        the holding of arbitration, including, but not limited to, the inspection
        of
        documents, examination of witnesses and any other matter relating to the
        conduct
        of the arbitration. The Panel shall interpret this Agreement as an honorable
        engagement and not as merely a legal obligation and shall make its decision
        considering the custom and practice of the applicable insurance and reinsurance
        business. The Panel shall be relieved of all judicial formalities and may
        abstain from following the strict rules of law. The decision of any two
        arbitrators shall be binding and final. The Panel shall render its decision
        in
        writing within sixty (60) days following the termination of the hearing.
        Judgment upon the award may be entered in any court of competent
        jurisdiction.
  SECTION
        13.06         Each party shall bear
        the expense of its own arbitrator and shall share equally with the other
        party
        the expense of the umpire and of the arbitration.
  SECTION
        13.07         Arbitration hereunder
        shall take place in New York, New York unless the parties agree
        otherwise.
  SECTION
        13.08        The parties hereto hereby
        expressly (i) submit to the jurisdiction of the Panel, (ii) agree to comply
        with
        all requirements necessary to give the Panel jurisdiction and (iii) agree
        to
        abide by the final decision of the Panel.
  SECTION
        13.09        This Article 13 shall survive
        termination of this Agreement.
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            4 -
 ARTICLE
        14 -
        CURRENCY
  For
        purposes of this Agreement, where the Retrocedant receives premiums or pays
        losses in currencies other than United States dollars, such premiums or losses
        shall be converted into United States dollars at the actual rates of exchange
        at
        which these premiums or losses are entered in the Retrocedant’s
        books.
  ARTICLE
        15 -
        ACCESS TO RECORDS
  The
        Retrocedant shall place at the disposal of the Retrocessionaire at all
        reasonable times, and the Retrocessionaire shall have the right to inspect
        through its designated representatives, during the term of this Agreement
        and
        thereafter, all books, records and papers of the Retrocedant in connection
        with
        any reinsurance hereunder, or the subject matter hereof.
  The
        Retrocessionaire, except with the express prior written consent of the
        Retrocedant, shall not directly or indirectly, communicate, disclose or divulge
        to any third party, any knowledge or information that may be acquired either
        directly or indirectly as a result of the inspection of the Retrocedant’s books,
        records and papers.  The restrictions as outlined in this Article
        shall not apply to communication or disclosures that the Retrocessionaire
        is
        required to make to its statutory auditors, retrocessionaires, legal counsel,
        arbitrators involved in any arbitration procedures under this Agreement or
        disclosures required upon subpoena or other duly-issued order of a court
        or
        other governmental agency or regulatory authority.
  ARTICLE
          16 -
          INSOLVENCY
  In
        the
        event of the insolvency of the Retrocedant, this reinsurance shall be payable
        directly to the Retrocedant, or to its liquidator, receiver, conservator
        or
        statutory successor on the basis of the liability of the Retrocedant without
        diminution because of the insolvency of the Retrocedant or because the
        liquidator, receiver, conservator or statutory successor of the Retrocedant
        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 Retrocedant shall give written notice to the Retrocessionaire
        of the pendency of a claim against the Retrocedant indicating the Reinsurance
        Contract reinsured, which claim would involve a possible liability on the
        part
        of the Retrocessionaire 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 Retrocessionaire 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
        Retrocedant or its liquidator, receiver, conservator or statutory
        successor.  The expense thus incurred by the Retrocessionaire shall be
        chargeable, subject to the approval of the court, against the Retrocedant
        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 Retrocedant solely as a result
        of
        the defense undertaken by the Retrocessionaire.
  As
        to all
        reinsurance made, ceded, renewed or otherwise becoming effective under this
        Agreement, the reinsurance shall be payable as set forth above by the
        Retrocessionaire to the Retrocedant or to its liquidator, receiver, conservator
        or statutory successor, except (1) where the Reinsurance Contracts specifically
        provide another payee in the event of the insolvency of the Retrocedant,
        or (2)
        where the Retrocessionaire with the consent of the insured or reinsureds,
        has
        assumed such Reinsurance Contract obligations of the Retrocedant as direct
        obligations of the Retrocessionaire to the payees under such Reinsurance
        Contracts and in substitution for the obligations of the Retrocedant to such
        payees.
  ARTICLE
          17 -
          OFFSET
  The
        Retrocedant and the Retrocessionaire shall have the right to offset any balance
        or amounts due from one party to the other under the terms of this
        Agreement.  The party asserting the right of offset may exercise such
        right at any time whether the balances due are on account of premiums, losses
        or
        otherwise.
  ARTICLE
        18 -
        ERRORS AND OMISSIONS
  Any
        inadvertent delay, omission, error or failure made in connection with this
        Agreement shall not relieve either party hereto from any liability which
        would
        attach hereunder if such delay, omission, error or failure had not been made,
        provided such delay, omission, error or failure is rectified as soon as
        reasonably practicable after discovery.
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            5 -
 ARTICLE
        19-
        MISCELLANEOUS PROVISIONS
  SECTION
        19.01    
Severability.  If
        any term or provision of this Agreement shall be held void, illegal, or
        unenforceable, the validity of the remaining portions or provisions shall
        not be
        affected thereby.
  SECTION
        19.02      Successors and
        Assigns.  This Agreement may not be assigned by either party
        without the prior written consent of the other.  The provisions of
        this Agreement shall be binding upon and inure to the benefit of and be
        enforceable by the parties hereto and their respective successors and assigns
        as
        permitted herein.
  SECTION
        19.03      Execution in
        Counterparts.  This Agreement may be executed by the parties
        hereto in any number of counterparts and by each of the parties hereto in
        separate counterparts, each of which counterparts, when so executed and
        delivered, shall be deemed to be an original, but all such counterparts shall
        together constitute but one and the same instrument.
  SECTION
        19.04       Headings.  Headings
        used herein are not a part of this Agreement and shall not affect the terms
        hereof.
  SECTION
        19.05       Amendments; Entire
        Agreement.  This Agreement may be amended only by written
        agreement of the parties.  This Agreement supersedes all prior
        discussions and written and oral agreements and constitutes the sole and
        entire
        agreement between the parties with respect to the subject matter
        hereof.
  SECTION
        19.06      Negotiated
        Agreement.  This Agreement has been negotiated at arm's-length,
        and the fact that the initial and final drafts will have been prepared by
        either
        party will not give rise to any presumption for or against any party to this
        Agreement or be used in any respect or forum in the construction or
        interpretation of this Agreement or any of its provisions.
  IN
        WITNESS WHEREOF, the parties have caused this Agreement to be executed in
        duplicate by their respective officers duly authorized so to do, on the date
        set
        forth below.
 
 
  By:
        /s/ Les Waters
 Name: Les Waters
 
 
  
  By:
        /s/ Kevin Marine
 
 
 
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            6 -
 NUCLEAR
        ENERGY RISKS EXCLUSION CLAUSE
        (REINSURANCE) (1994)
 (WORLDWIDE
        EXCLUDING U.S.A. AND
        CANADA)
 (INCLUDES
        JAPANESE
        AMENDMENT)
 
 This
        agreement shall exclude Nuclear Energy Risks whether such risks are written
        directly and/or by way of reinsurance and/or via Pools and/or
        Associations.
  For
        all
        purposes of this agreement Nuclear Energy Risks shall mean all first party
        and/or third
        party insurances or reinsurances (other than Workers' Compensation and
        Employers' Liability) in respect of:
 
 (I) All
                  Property on the site of a nuclear power station. Nuclear Reactors,
                  reactor
                  buildings and plant and equipment therein on any site other than
                  a nuclear
                  power station.
 (II) All
                  Property, on any site (including but not limited to the sites referred
                  to
                  in (I) above) used or having been used
                  for:
 (a) the
                  generation of nuclear energy; or
 (b) the
                  Production, Use or Storage of Nuclear
                  Material.
 (III) Any
                  other Property eligible for insurance by the relevant local Nuclear
                  Insurance Pool and/or Association but only to the extent of the
                  requirements of that local Pool and/or
                  Association.
 (IV)
                  The supply of goods and services to any of the sites, described
                  in (I) to
                  (III) above, unless such insurances or reinsurances shall exclude
                  the
                  perils of irradiation and contamination by Nuclear
                  Material.
 
 Except
        as
        undernoted, Nuclear Energy Risks shall not include:
 
 (i) Any
                  insurance or reinsurance in respect of the construction or erection
                  or
                  installation or replacement or repair or maintenance or decommissioning
                  of
                  Property as described in (I) to (III) above (including contractors'
                  plant
                  and equipment);
 (ii) Any
                  Machinery Breakdown or other Engineering insurance or reinsurance
                  not
                  coming within the scope of (i)
                  above;
 
 Provided
        always that such insurance or reinsurance shall exclude the perils of
        irradiation and contamination by Nuclear Material.
  However,
        the above
        exemption shall not extend to:
 
 (1)
                  The provision of any insurance or reinsurance whatsoever in respect
                  of:
 
 (a)
                  Nuclear Material;
 (b)
                  Any Property in the High Radioactivity Zone or Area of any Nuclear
                  Installation as from the introduction of Nuclear Material or -
                  for reactor
                  installations - as from fuel loading or first criticality where
                  so agreed
                  with the relevant local Nuclear Insurance Pool and/or
                  Association.
 (2)
                  The provision of any insurance or reinsurance for the undernoted
                  perils:
 -           
        Fire, lightning, explosion;
 -           
        Earthquake;
 -           
        Aircraft and other aerial devices or articles dropped therefrom;
 -           
        Irradiation and radioactive contamination;
 -           
        Any other peril insured by the relevant local Nuclear Insurance Pool
        and/or As sociation;
  in
        respect of any other Property not specified in (1) above which directly involves
        the Production, Use or Storage of Nuclear Material as from the introduction
        of
        Nuclear Material into such Property.
 
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            7 -
 
  Definitions
  "Nuclear
          Material" means:
 
 (i)
                  Nuclear fuel, other than natural uranium and depleted uranium,
                  capable of
                  producing energy by a self-sustaining chain process of nuclear
                  fission
                  outside a Nuclear Reactor, either alone or in combination with
                  some other
                  material; and
 (ii) Radioactive
                  Products or Waste.
 
 "Radioactive
        Products or Waste" means any radioactive material produced in, or any material
        made radioactive by exposure to the radiation incidental to the production
        or
        utilization of nuclear fuel, but does not include radioisotopes which have
        reached the final stage of fabrication so as to be usable for any scientific,
        medical, agricultural, commercial or industrial purpose.
  "Nuclear
        Installation" means:
  (i)  Any
                  Nuclear Reactor;
 (ii) Any
                  factory using nuclear fuel for the production of Nuclear Material,
                  or any
                  factory for the processing of Nuclear Material, including any factory
                  for
                  the reprocessing of irradiated nuclear fuel;
                  and
 (iii) Any
                  facility where Nuclear Material is stored, other than storage incidental
                  to the carriage of such material.
 
 "Nuclear
        Reactor" means any structure containing nuclear fuel in such an arrangement
        that
        a self-sustaining chain process of nuclear fission can occur therein without
        an
        additional source of neutrons.
  "Production,
        Use or Storage of Nuclear Material" means the production, manufacture,
        enrichment, conditioning, processing, reprocessing, use, storage, handling
        and
        disposal of Nuclear Material.
  "Property"
        shall mean all land, buildings, structures, plant, equipment, vehicles, contents
        (including but not limited to liquids and gases) and all materials of whatever
        description whether fixed or not.
  "High
        Radioactivity Zone or Area" means:
 
 (i) For
                  nuclear power stations and Nuclear Reactors, the vessel or structure
                  which
                  immediately contains the core (including its supports and shrouding)
                  and
                  all the contents thereof, the fuel elements, the control rods and
                  the
                  irradiated fuel store; and
 (ii) 
                  For non-reactor Nuclear Installations, any area where the level
                  of
                  radioactivity requires the provision of a biological
                  shield.
  Notwithstanding
        the provisions of this Clause, certain liabilities
        the type of which by market practice and custom have not been declared to
        the
        Japanese Nuclear Pool are covered hereunder.
 
 N.M.A.
        1975a (10/3/94) (with Japanese Amendment added).
 Approved
        by Lloyd's Underwriters' Non-Marine Association.
 
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            8 -
  WAR
        AND CIVIL WAR EXCLUSION CLAUSE
  This
        Agreement excludes loss or damage directly or indirectly occasioned by,
        happening through or in consequence of War, Invasion, Acts of Foreign Enemies,
        Hostilities (whether War be declared or not), Civil War, Rebellion, Revolution,
        Insurrection, Military or Usurped Power, or confiscation or nationalization
        or
        requisition or destruction of or damage to property by or under the order
        of any
        government or public or local authority, but this exclusion shall not apply
        to
        business written in accordance with the Market War and Civil War Risks Exclusion
        Agreement nor to business outside the scope of such Agreement.
 
 
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            9 -
 
 INSOLVENCY
        FUNDS EXCLUSION CLAUSE
 
 This
        Agreement excludes 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, that 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.
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          10
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