**Exhibit10.33**

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PROPERTY CATASTROPHEEXCESS OF LOSSREINSURANCE AGREEMENTNO. POR327524

EFFECTIVE: JANUARY 01,2006

between

SAFETY INSURANCE COMPANYSAFETY INDEMNITY INSURANCE COMPANYboth of Boston, Massachusetts

and

SWISS REINSURANCE AMERICACORPORATION Armonk, New York

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PROPERTY CATASTROPHEEXCESS OF LOSS REINSURANCE AGREEMENT NO POR327524
| ARTICLE                                        | ** ** | **CONTENTS** | ** ** | **PAGE** |
|------------------------------------------------|------------|--------------|------------|----------|
| PREAMBLE                                       |       |         |       | 1        |
| ARTICLE I. - BUSINESS COVERED                  |       |         |       | 1        |
| ARTICLE II. - EFFECTIVE DATE AND TERMINATION   |       |         |       | 2        |
| ARTICLE III. - TERRITORY                       |       |         |       | 2        |
| ARTICLE IV. - LIMIT AND RETENTION              |       |         |       | 2        |
| ARTICLE V. - REINSTATEMENT                     |       |         |       | 3        |
| ARTICLE VI. - ULTIMATE NET LOSS                |       |         |       | 4        |
| ARTICLE VII. - LOSS IN EXCESS OF POLICY LIMITS |       |         |       | 4        |
| ARTICLE VIII. - EXTRA CONTRACTUAL OBLIGATIONS  |       |         |       | 5        |
| ARTICLE IX. - EXCLUSIONS                       |       |         |       | 6        |
| ARTICLE X. - SPECIAL ACCEPTANCE                |       |         |       | 8        |
| ARTICLE XI. - LOSS OCCURRENCE                  |       |         |       | 8        |
| ARTICLE XII. - TERRORISM EXCESS RECOVERY       |       |         |       | 10       |
| ARTICLE XIII. - REINSURANCE PREMIUM            |       |         |       | 11       |
| ARTICLE XIV. - CLAIMS                          |       |         |       | 13       |
| ARTICLE XV. - SALVAGE AND SUBROGATION          |       |         |       | 13       |
| ARTICLE XVI. - ACCESS TO RECORDS               |       |         |       | 13       |
| ARTICLE XVII. - TAXES                          |       |         |       | 14       |
| ARTICLE XVIII. - CURRENCY                      |       |         |       | 14       |
| ARTICLE XIX. - OFFSET                          |       |         |       | 14       |
| ARTICLE XX. - ERRORS OR OMISSIONS              |       |         |       | 14       |
| ARTICLE XXI. - DISPUTE RESOLUTION              |       |         |       | 14       |
| ARTICLE XXII. - INSOLVENCY                     |       |         |       | 16       |
| ARTICLE XXIII. - AMENDMENTS                    |       |         |       | 17       |
|                                           |       |         |       |     |
| SIGNATURES                                     |       |         |       | 18       |
|                                                |            |              |            |          |  |  |

 
| ATTACHMENTS |   | INSOLVENCY FUNDS EXCLUSION CLAUSE                                           |
|-------------|--------|-----------------------------------------------------------------------------|
|        |   | POOLS, ASSOCIATIONS AND SYNDICATES EXCLUSION CLAUSE                         |
|        |   | TOTAL INSURED VALUE EXCLUSION CLAUSE                                        |
|        |   | POLLUTION AND SEEPAGE EXCLUSION CLAUSE                                      |
|        |   | NUCLEAR INCIDENT  EXCLUSION CLAUSE - PHYSICAL DAMAGE REINSURANCE - U.S.A.   |
|        |   | NUCLEAR INCIDENT  EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE - CANADA |
|        |   | NUCLEAR INCIDENT  EXCLUSION CLAUSE - REINSURANCE - NO. 4                    |

 

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PROPERTY CATASTROPHEEXCESS OF LOSS REINSURANCE AGREEMENTNO. POR327524 (hereinafter referred to as the “Agreement”)

between

SAFETY INSURANCE COMPANYSAFETY INDEMNITY INSURANCE COMPANYboth of Boston, Massachusetts(hereinafter referred to as the “Company”)

and

SWISS REINSURANCE AMERICACORPORATIONArmonk, New York (hereinafter referred to as the “Reinsurer”)

**ARTICLE I. *-*BUSINESS COVERED**

A                         TheReinsurer shall indemnify the Company on an excess of loss basis in respect ofthe Company’s Ultimate Net Loss paid by the Company as a result of lossesoccurring during the term of this Agreement, for Policies in force as ofJanuary 01, 2006, and new and renewal Policies becoming effective on or aftersaid date, subject to the terms and conditions contained herein.

B.                        ThisAgreement is solely between the Company and the Reinsurer, and nothingcontained in this Agreement shall create any obligations or establish anyrights against the Reinsurer in favor of any person or entity not a partyhereto.

C                           Theperformance of obligations by both parties under this Agreement shall be inaccordance with a fiduciary standard of good faith and fair dealing.

D                          Theterm “Policies” shall mean each of the Company’s binders, policies andcontracts of insurance on the business covered hereunder.

E                            Underthis Agreement, the indemnity for reinsured loss applies to those Policiesissued by the Company with respect to the following Lines of Business asclassified in the Company’s Annual Statement, subject to the exclusions setforth in Article IX. - Exclusions

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| NAIC     | ** ** | ** **                                     |
|----------|------------|------------------------------------------------|
| **CODE** | ** ** | **LINE OF BUSINESS**                           |
| 5.1      |       | Commercial Multiple Peril - Property           |
| 03       |       | Allied Lines                                   |
| 04       |       | Homeowners -Multiple Peril - Property          |
| 21.1     |       | Automobile Physical Damage - Private Passenger |
| 21.02    |       | Automobile Fire And Theft - Commercial         |
| 01       |       | Fire                                           |

 

**ARTICLE II - EFFECTIVEDATE AND TERMINATION**

A                       ThisAgreement shall apply to losses occurring within the period commencing 12:01a.m., Eastern Standard Time, January 01, 2006, and ending 12:01 a.m., EasternStandard Time, January 1, 2007.

B                         Upontermination of this Agreement, the Reinsurer shall be liable for lossesoccurring prior to the date of termination; however, the Reinsurer shall haveno liability for losses occurring subsequent to the termination of thisAgreement.

C                         Ifthis Agreement shall terminate while a Loss Occurrence covered hereunder is inprogress, it is agreed that, subject to the other conditions of this Agreement,the Reinsurer shall indemnify the Company as if the entire Loss Occurrence hadoccurred during the time this Agreement is in force provided such LossOccurrence covered hereunder started before the date of termination.

**ARTICLE III. - TERRITORY**

This Agreement applies to risks located solely in theCommonwealth of Massachusetts except that with respect to Multiple PerilPolicies covered hereunder, the territorial limits of this Agreement shall bethose of the original Policies when such Policies are written to cover risksprimarily located in the Commonwealth of Massachusetts.

**ARTICLE IV. - LIMIT ANDRETENTION**

A                       Asrespects one or more than one Line of Business covered under this Agreement,the Company shall retain the first $15,000,000 of Ultimate Net Loss as respectseach risk. The Reinsurer shall then be liable for the amount by which theCompany’s Ultimate Net Loss exceeds the Company’s retention of $15,000,000, butthe liability of the Reinsurer shall never exceed $13,500,000 (i.e., 90% of$15,000,000) each risk, nor shall the Reinsurer’s liability exceed $27,000,000(i.e., 90% of $30,000,000) in all during the term of this Agreement.Notwithstanding the foregoing, as respects the event of terrorism, Reinsurer’sliability shall be further limited to $13,500,000 in all, during the term ofthis Agreement.

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B                         Reinsuranceof the Company’s retention, set forth above, shall not be deducted in arrivingat the Company’s Ultimate Net Loss herein.

C                         Itis warranted by the Company that the reinsurance provided under this Agreementshall attach only when two or more risks are involved in the same LossOccurrence. The Company shall be the sole judge of what constitutes one riskprovided, however, that:

1                          Arisk shall never be less than all insurable values within exterior walls andunder one roof regardless of fire divisions, the number of Policies involved,and whether there is a single, multiple or unrelated named insureds involved insuch risk.

2.                         Whentwo or more buildings are situated at the same general location, the Companyshall identify on its records at the time of acceptance by the Company, thoseindividual buildings and all insurable values contained therein that areconsidered to constitute each risk. If such identification is not made, eachbuilding and all insurable values contained therein shall be considered to be aseparate risk.

3                          Arisk shall be determined from the standpoint of the predominant peril and suchperil shall be noted in the Company’s records.

D                        Itis warranted by the Company that it shall retain at its own risk and notreinsured in any way, 10% of Ultimate Net Loss, each Loss Occurrence as setforth above.

**ARTICLE V. -REINSTATEMENT**

A                       Eachclaim hereunder reduces the amount of indemnity from the time of occurrence ofthe loss by the sum paid, but any amount so exhausted is hereby reinstated fromthe time the Loss Occurrence commences hereon.

B                         Foreach subsequent reinstatement, the Company agrees to pay an additional premiumcalculated at pro rata of the annual premium hereon, being pro rata both as tothe fraction of the limit of liability of this Agreement (i.e., the fraction of$15,000,000) so reinstated and as to the fraction of unexpired annual term atthe time of the Loss Occurrence.

C                         Nevertheless,the Reinsurer’s liability hereunder shall never exceed $13,500,000 (i.e., 90%of $15,000,000) in respect of any one Loss Occurrence and shall be furtherlimited in all during the term of the Agreement to $27,000,000 (i.e., 90% of$30,000,000).

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**ARTICLE VI. - ULTIMATENET LOSS**

A                         Theterm “Ultimate Net Loss” shall mean the actual sum paid by the Company insettlement of losses or liability after making deductions for all recoveries,including subrogation, salvages, and claims upon other reinsurances, whethercollectible or not, which inure to the benefit of the Reinsurer under thisAgreement, and shall include Loss Adjustment Expenses incurred by the Company;provided, however, that in the event of the insolvency of the Company, UltimateNet Loss shall mean the amount of loss and Loss Adjustment Expenses for whichthe Company is liable, and payment by the Reinsurer shall be made to theliquidator, receiver, conservator or statutory successor of the Company inaccordance with the provisions of Article XXII. -Insolvency of this Agreement.

B                           Theterm “Ultimate Net Loss” shall include 100% of Loss In Excess of Policy Limitsand 100% of Extra Contractual Obligations, as defined herein, but only asrespects business covered under this Agreement.

C                           Theterm “Loss Adjustment Expenses” shall mean all expenses incurred by the Companyin connection with the investigation, settlement, defense or litigation of anyclaim or loss covered by the Policies reinsured under this Agreement, but shallexclude the salaries and expenses of Company employees, office expenses andother overhead expenses.

D                          Allrecoveries, salvages or payments recovered or received subsequent to a losssettlement under this Agreement shall be applied as if recovered or receivedprior to the aforesaid settlement and all necessary adjustments to the losssettlement shall be made by the parties hereto.

E                            Nothingin this Article shall be construed to mean that losses are not recoverablehereunder until the Ultimate Net Loss of the Company has been ascertained.

**ARTICLE VII. - LOSS INEXCESS OF POLICY LIMITS**

                               “Loss in Excess of PolicyLimits” is defined as loss in excess of the limit of the original Policy, suchloss in excess of the limit having been incurred because of failure by theCompany to settle within the Policy limit or by reason of alleged or actualnegligence, fraud or bad faith in rejecting an offer of settlement or in thepreparation of the defense or in the trial of any action against its insured orin the preparation or prosecution of an appeal consequent upon such action.

B                           However,this Article shall not apply where the loss has been incurred due to fraud by amember of the Board of Directors or a

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corporate officer of theCompany acting individually or collectively or in collusion with any individualor corporation or any other organization or party involved in the presentation,defense or settlement of any claim covered hereunder.

C.                        Forthe purposes of this Article, the word “loss” shall mean any amounts which theCompany would have been contractually liable to pay had it not been for thelimit of the original Policy.

D.                       Withrespect to coverage provided under this Article, recoveries from any insuranceor reinsurance other than this Agreement shall be deducted to arrive at theamount of the Company’s Ultimate Net Loss.

# **ARTICLE VIII. - EXTRA CONTRACTUAL OBLIGATIONS**

A.                      “Extra Contractual Obligations” are defined as those liabilities not coveredunder any other provision of this Agreement and which arise from the handlingof any claim on business covered hereunder, such liabilities arising becauseof, but not limited to, the following: failure by the Company to settle withinthe Policy limit, or by reason of alleged or actual negligence, fraud or badfaith in rejecting an offer of settlement or in the preparation of the defenseor in the trial of any action against its insured or in the preparation orprosecution of an appeal consequent upon such action.

B                         Thedate on which an Extra Contractual Obligation is incurred by the Company shallbe deemed, in all circumstances, to be the date of the original accident,casualty, disaster or loss occurrence.

C                         However,coverage hereunder as respects Extra Contractual Obligations shall not applywhere the loss has been incurred due to the fraud of a member of the Board ofDirectors or a corporate officer of the Company acting individually or collectivelyor in collusion with any individual or corporation or any other organization orparty involved in the presentation, defense or settlement of any claim coveredhereunder.

D                        Recoveries,collectibles or retention from any other form of insurance or reinsuranceincluding deductibles or self-insuredretention which protect the Company against Extra Contractual Obligations,whether collectible or not, shall inure to the benefit of the Reinsurer andshall be deducted from the total amount of Extra Contractual Obligations forpurposes of determining the loss hereunder.

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E                          Ifany provision of this Article shall be rendered illegal or unenforceable by thelaws, regulations or public policy of any state, such provision shall beconsidered void in such state, but this shall not affect the validity orenforceability of any other provision of this contract or the enforceability ofsuch provision in any other jurisdiction.

**ARTICLE IX. -EXCLUSIONS**

**THIS AGREEMENT DOES NOT COVER**

**A**        THE FOLLOWING GENERALCATEGORIES

1.                         AllLines of Business not specifically listed in Article I Business Covered.

2.*                        *Policiesissued with a deductible of $100,000 or more; provided this exclusion shall notapply to Policies which customarily provide a percentage deductible on theperils of earthquake or windstorm.

3.                         Reinsuranceassumed, except pro rata local agency reinsurance on specific risks.

4.                         Ex-gratiaPayments

5.                         Lossor damage occasioned by war, invasion, revolution, bombardment, hostilities,acts of foreign enemies, civil war, rebellion, insurrection, military orusurped power, martial law, or confiscation by order of any government orpublic authority, but not excluding loss or damage which would be covered undera standard form of Policy containing a standard war exclusion clause.

6.                         InsolvencyFunds as per the attached Insolvency Funds Exclusion Clause, which is made partof this Agreement.

7.                         Pool,Syndicate and Association business as per the attached Pools, Associations andSyndicates Exclusion Clause, which is made part of this Agreement.

8.                         Riskswhere the Total Insured Value, per risk, exceeds the figure specified as perthe attached Total Insured Value Exclusion Clause, which is made part of thisAgreement.

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9.                         Loss  resulting from damage to overheadtransmission and distribution lines, including supporting structures andanything attached thereto, of any public or private utility company, cabletelevision or telecommunication company of any kind. This exclusion shall notapply to such overhead transmission and distribution lines, includingsupporting structures and anything attached thereto located on the premises ofany policyholder or within 1,000 feet thereof. Nor shall this exclusion applyto utility service interruption or contingent business interruption losses forany policyholder, unless such policyholder is a public or private utilitycompany, cable television or telecommunication company of any kind.

**B.**        THE FOLLOWING CLASSES OFBUSINESS AND TYPES OF RISKS

1.                         TheftInsurance

2.                         Insuranceof wrongful conversion, embezzlement, and secretion

3.                         CargoLiability

4.                         MobileHomes

Manufacturer’s stock

Dealers Open Lot

**C.**        THE FOLLOWING PERILS

Flood and/or Earthquake when written as such

Difference in Conditions, however styled

Pollution and Seepage as per the attached Pollution andSeepage Exclusion Clause, which is made part of this Agreement.

4                            NuclearIncident Exclusion Clauses which are attached and made part of this Agreement:

a                             NuclearIncident Exclusion Clause - Physical Damage Reinsurance - U.S.A.

b                            NuclearIncident Exclusion Clause - Physical Damage Reinsurance - Canada.

c                             NuclearIncident Exclusion Clause - Reinsurance - No. 4

5                            a          Loss, damage or expenseof whatsoever nature caused directly or indirectly by any of the following,regardless of any other cause or event contributing concurrently or in anyother sequence to the loss: nuclear reaction or radiation, or radioactivecontamination, however caused.

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b.                         However,if nuclear reaction or radiation, or radioactive contamination results in fireit is specifically agreed herewith that this Agreement will pay for such fireloss or damage subject to all of the terms, conditions and limitations of thisAgreement.

c.                          Thisexclusion shall not apply to loss, damage or expense originating from andoccurring at risks using radioactive isotopes in any form where the nuclearexposure is not considered by the Company to be the primary hazard.

**ARTICLE X. - SPECIALACCEPTANCE**

Risks which are beyond the terms, conditions orlimitations of this Agreement may be submitted to the Reinsurer for specialacceptance hereunder; and such risks, if accepted in writing by the Reinsurer,shall be subject to all of the terms, conditions and limitations of thisAgreement, except as modified by the special acceptance. Premiums and lossesderived from any special acceptance shall be included with other data forrating purposes under this Agreement.

**ARTICLE XI. - LOSSOCCURRENCE**

A.                      Theterm “Loss Occurrence” shall mean the sum of all individual losses directlyoccasioned by any one disaster, accident or loss or series of disasters,accidents or losses arising out of one event which occurs within the area ofone state of the United States or province of Canada and states or provincescontiguous thereto and to one another. However, the duration and extent of anyone Loss Occurrence shall be limited to all individual losses sustained by theCompany occurring during any period of 168 consecutive hours arising out of anddirectly occasioned by the same event except that the term “Loss Occurrence”shall be further defined as follows:

As regards windstorm, hail, tornado, hurricane,cyclone, including ensuing collapse and water damage, all individual lossessustained by the Company occurring during any period of 72 consecutive hoursarising out of and directly occasioned by the same event. However, the eventneed not be limited to one state or province or states or provinces contiguousthereto.

2                            Asregards riot, riot attending a strike, civil commotion, vandalism and maliciousmischief, all individual losses sustained by the Company, occurring during anyperiod of 72 consecutive hours within the area of one municipality or countyand the municipalities or counties contiguous thereto arising out of anddirectly occasioned by the same event. The maximum duration of 72 consecutivehours may be extended in respect of individual losses which occur beyond such72 consecutive hours

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during the continued occupation of an assured’spremises by strikers, provided such occupation commenced during the aforesaidperiod.

3                            Asregards earthquake (the epicentre of which need not necessarily be within theterritorial confines referred to in the opening paragraph of this Article) andfire following directly occasioned by the earthquake, only those individualfire losses which commence during the period of 168 consecutive hours may beincluded in the Company’s Loss Occurrence.

4                            Asregards Freeze, only individual losses directly occasioned by collapse,breakage of glass and water damage (caused by bursting of frozen pipes andtanks) may be included in the Company’s Loss Occurrence.

As regards Terrorism, all individual losses sustainedby the Company occurring during any period of 72 consecutive hours arising outof and directly occasioned by the same event. Should such an event of Terrorismgive rise to other perils which, in an unbroken chain of causation, haveoccasioned the losses, the cause of the losses is understood to be that eventof Terrorism.

a                             “Terrorism,”for purposes of this Agreement, shall mean any actual or threatened violent actor act harmful to human life, tangible or intangible property or infrastructuredirected towards or having the effect of (i) influencing or protesting againstany de jure or de facto government or policy thereof, (ii) intimidating,coercing or putting in fear a civilian population or section thereof for thepurpose of establishing or advancing a specific ideological, religious orpolitical system of thought, perpetrated by a specific individual or groupdirectly or indirectly through agents acting on behalf of said individual orgroup or (iii) retaliating against any country for direct or vicarious supportby that country of any other government or political system.

b                            Anyact declared pursuant to the Terrorism Risk Insurance Act of 2002, as amended,shall also be considered “Terrorism” for purposes of this Agreement.

B                           Forall Loss Occurrences the Company may choose the date and time when any suchperiod of consecutive hours commences provided that it is not earlier than thedate and time of the occurrence of the first recorded individual loss  sustained by the Company arising out ofthat disaster, accident or loss and provided that only one such period of 168consecutive hours shall apply with respect to one event except for those LossOccurrences referred to in 1., 2., and 5. above, where only one such period of72 consecutive hours shall

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apply with respect to one event regardless of theduration of the event.

C                           Noindividual losses occasioned by an event that would be covered by 72 hoursclauses may be included in any Loss Occurrence claimed under the 168 hoursprovision.

**ARTICLE XII. - TERRORISMEXCESS RECOVERY**

A                         Forpurposes of this Article:

“Act” shall mean the Terrorism Risk Insurance Act of2002, any amendments thereto and any regulations promulgated thereunder.

2                            “Affiliate,”“Insured Losses,” and “Program Year” shall have the meanings provided in theAct.

3                            “Company”shall include the Company and all affiliates

B                           Thisreinsurance shall not apply to any fines civil penalties or surcharges assessedpursuant to the Act.

C                           Tothe extent that the Company allocates Insured Losses and/or federal assistanceunder the Act among affiliates, claims, contracts or otherwise in any mannerwhich impacts the reinsurance provided hereunder, the Company shall apply a reasonableallocation method acceptable to the Reinsurer.

D                          Tothe extent that an Insured Loss is otherwise payable hereunder, the reinsuranceprovided by this Agreement shall apply only to the portion of liability, loss,cost and/or expense retained by the Company net of any federal assistancepursuant to the Act. For each Program Year, the liability of the Reinsurer forInsured Losses under this Agreement shall be reduced by the ratio that thefinancial assistance under the Act allocated to Policies subject to thisAgreement bears to the Company’s total Insured Losses subject to thisAgreement. If the Company does not make such allocation, the liability of theReinsurer for Insured Losses in any Program Year under this Agreement shall bereduced by the ratio that the financial assistance available to the Companyunder the Act for that Program Year bears to the Company’s total Insured Lossesfor the same Program Year.

E                            Theparties recognize that, for any Program Year, the Reinsurer may without waiverof the foregoing Paragraphs make payments for Insured Losses which, togetherwith available financial assistance under the Act and the Company retentionsand/or deductibles hereunder, exceed the Company’s Insured Losses. In suchevent, the Reinsurer’s proportional share of all such excess recovery(hereafter “Reinsurer’s Excess Share”) shall inure to the benefit of the

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Reinsurer. All excess recoverydescribed in this Paragraph shall be allocated to the Reinsurer and the Companyin proportion to the respective liability of each for Insured Losses, net offederal assistance under the Act, salvage, subrogation and other similarrecoveries, as applicable.

F                            In the event of a Reinsurer’s Excess Share, theCompany shall

1.                         Promptly pay the Reinsurer’s Excess Share to theReinsurer; or

2                            Upon request of the Reinsurer at any time andat the Reinsurer’s sole discretion, instead assign to the Reinsurer its rightsto recover directly from the federal government any portion of Reinsurer’sExcess Share not already paid to the Reinsurer. The Company shall cooperatewith and assist the Reinsurer, at its own expense, to the extent reasonablynecessary for the Reinsurer to exercise those rights. If the Reinsurer isunable, for any reason, to exercise any right assigned to it by the Companypursuant to this Article, the Company shall pay the Reinsurer’s Excess Share tothe Reinsurer as if no assignment had taken place to the extent that theCompany has not been deemed to have forfeited the right to financial assistanceunder the Act by virtue of the attempted assignment.

G                           In the event of an Insured Loss, the Companyshall provide the Reinsurer with a monthly report detailing claim settlementactivities and financial assistance under the Act. Calculations for eachProgram Year shall continue to be made until the settlement of all InsuredLosses covered hereunder.

**ARTICLEXIII. - REINSURANCE PREMIUM**

A                         The Company shall pay to the Reinsurer apremium for the reinsurance provided under this Agreement at a rate of 1.2117%.Such rate shall be applied to the Company’s Subject Earned Premium for theAgreement Year being reported subject to an annual deposit premium of$1,347,470 payable in four equal installments of $336,868 at the beginning ofeach calendar quarter.

Swiss Reinsurance Corporationshall have a 90% share in the minimum and deposit premiums set forth above.

B.                        As promptly as possible after the expiration ofthis Agreement, the Company shall render a statement to the Reinsurer showingthe actual reinsurance premium due hereunder. If such premium calculationsdiffer from the deposit previously paid, the debtor party shall pay theoutstanding balance as soon as practicable, However, in no event shall theannual adjusted premium be less than a minimum of $1,077,976.

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C                           The term “Subject Earned Premium” as usedherein is equal to the sum of the Net Premiums Written on the business coveredhereunder during the period under consideration, plus the unearned premiumreserve as respects premiums in force at the beginning of such period, less theunearned premium reserve as respects premiums in force at the end of theperiod, said unearned premium is to be calculated on an actual daily basis orin accordance with the Company’s methodology, as agreed.

D                          The term “Net Premiums Written” shall mean grosspremiums written less returns, allowances and reinsurances which inure to thebenefit of the Reinsurer.

E                            The following percentages of the Company’spremium shall be allocated to the business covered under this Agreement: 90%Homeowners

F                            In respect of Paragraph B. above

1                            All account statements shall be sent to

a                             E-Mail/XML or EDI Formats       reaccount_armonk@swissre.com,or

b                            Standard Mail

Swiss Reinsurance AmericaCorporationAccounting Department175 King StreetArmonk, NY 10504Telephone:   914-828-8000Facsimile:    914-828-5919

2.                          All checks and supporting documentation shallbe sent to the Reinsurer through one of the options set forth below:

a                             WIRE TRANSFER

(i                           All wires should be sent to:

The Bank of New York1 Wall streetNew York, NY 10286Account Name:  Swiss Reinsurance AmericaCorporationAccount Number:ABA Number:

(ii                        All supporting documentation should be sent to

Swiss Reinsurance AmericaCorporationAccounting Department175 King streetArmonk, NY 10504

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**ARTICLEXIV. - CLAIMS**

A                         The Company shall promptly notify the Reinsurerof each claim which may involve the reinsurance provided hereunder and of allsubsequent developments relating thereto, stating the amount claimed andestimate of the Company’s Ultimate Net Loss and Loss Adjustment Expenses.Notwithstanding the provisions set forth in any other Article herein, promptnotification of loss shall be considered a condition precedent to liabilityunder this Agreement.

B                           The Company shall have the responsibility toinvestigate, defend or negotiate settlements of all claims and lawsuits relatedto Policies written by the Company and reinsured under this Agreement. TheReinsurer, at its own expense, may associate with the Company in the defense orcontrol of any claim, suit or other proceeding which involves or is likely toinvolve the reinsurance provided under this Agreement, and the Company shallcooperate in every respect in the defense of any such claim, suit orproceeding.

**ARTICLEXV - SALVAGE AND SUBROGATION**

A                         In the event of the payment of any indemnity bythe Reinsurer under this Agreement, the Reinsurer shall be subrogated, to theextent of such payment, to all of the rights of the Company against any personor entity legally responsible for damages of the loss. The Company agrees toenforce such rights; but, in case the Company refuses or neglects to do so, theReinsurer is hereby authorized and empowered to bring any appropriate action inthe name of the Company or their policyholders or otherwise to enforce suchrights.

B                           From any amount recovered by subrogation,salvage or other means, there shall first be deducted the expenses incurred ineffecting the recovery. The balance shall then be used to reimburse the excesscarriers in the inverse order to that in which their respective liabilitiesattached, before being used to reimburse the Company for its primary loss.

**ARTICLEXVI. - ACCESS TO RECORDS**

The Reinsurer or its dulyauthorized representatives shall have the right to examine, at the offices ofthe Company at a reasonable time, during the currency of this Agreement oranytime thereafter, all books and records of the Company relating to businesswhich is the subject of this Agreement.

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**ARTICLE XVII. - TAXES**

The Company shall be liable for all taxes on premiumspaid to the Reinsurer under this Agreement, except income or profit taxes ofthe Reinsurer, and shall indemnify and hold the Reinsurer harmless for any suchtaxes which the Reinsurer may become obligated to pay to any local, state orfederal taxing authority.

**ARTICLE XVIII - CURRENCY**

Wherever the word “dollars” or the “$” symbol is usedin this Agreement, it shall mean dollars of the United States of America.

**ARTICLE XIX. - OFFSET**

Each party to this Agreement together with theirsuccessors or assigns shall have and may exercise, at any time, the right tooffset any balance or balances due the other (or, if more than one, any other).Such offset may include balances due under this Agreement and any otheragreements heretofore or hereafter entered into between the parties regardlessof whether such balances arise from premiums, losses or otherwise, andregardless of capacity of any party, whether as assuming insurer and/or cedinginsurer, under the various agreements involved, provided however, that in theevent of insolvency of a party hereto, offsets shall only be allowed inaccordance with the provisions of Section 7427 of the Insurance Law of theState of New York to the extent such statute or any other applicable law,statute or regulation governing such offset shall apply.

**ARTICLE XX - ERRORS OR OMISSIONS**

Errors or omissions of an administrative nature on thepart of the Company shall not invalidate the reinsurance under this Agreement,provided such errors or omissions are corrected promptly after discoverythereof; but the liability of the Reinsurer under this Agreement or anyexhibits, addenda, or endorsements attached hereto shall in no event exceed thelimits specified herein nor be extended to cover any risks, perils, lines ofbusiness or classes of insurance generally or specifically excluded herein.

**ARTICLE_XXI. - DISPUTE RESOLUTION**

Part I - Choice Of Law And Forum

Any dispute arising under this Agreement shall beresolved in the State of Massachusetts, and the laws of the state ofMassachusetts shall govern the interpretation and application of thisAgreement.

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Part II - Mediation

If a dispute between the Company and the Reinsurer,arising out of the provisions of this Agreement or concerning itsinterpretation or validity and whether arising before or after termination ofthis Agreement has not been settled through negotiation, both parties agree totry in good faith to settle such dispute by nonbinding mediation, beforeresorting to arbitration.

Part III - Arbitration

A.                      Resolutionof Disputes - As a condition precedent to any right of action arisinghereunder, any dispute not resolved by mediation between the Company and theReinsurer arising out of the provisions of this Agreement or concerning itsinterpretation or validity, whether arising before or after termination of thisAgreement, shall be submitted to arbitration in the manner hereinafter setforth.

B.                        Compositionof Panel - Unless the parties agree upon a single arbitrator within 15 daysafter the receipt of a notice of intention to arbitrate, all disputes shall besubmitted to an arbitration panel composed of two arbitrators and an umpirechosen in accordance with Paragraph C. hereof.

C.                        Appointmentof Arbitrators - The members of the arbitration panel shall be chosen fromdisinterested persons with at least 10 years experience in the insurance andreinsurance business. Unless a single arbitrator is agreed upon, the partyrequesting arbitration (hereinafter referred to as the “claimant”) shallappoint an arbitrator and give written notice thereof by certified mail, to theother party (hereinafter referred to as the “respondent”) together with itsnotice of intention to arbitrate. Within 30 days after receiving such notice,the respondent shall also appoint an arbitrator and notify the claimant thereofby certified mail. Before instituting a hearing, the two arbitrators soappointed shall choose an umpire. If, within 20 days after the appointment ofthe arbitrator chosen by the respondent, the two arbitrators fail to agree uponthe appointment of an umpire, each of them shall nominate three individuals toserve as umpire, of whom the other shall decline two and the umpire shall bechosen from the remaining two by drawing lots. The name of the individual firstdrawn shall be the umpire.

D.                       Failureof Party to Appoint an Arbitrator - If the respondent fails to appoint anarbitrator within 30 days after receiving a notice of intention to arbitrate,the claimant’s arbitrator shall appoint an arbitrator on behalf of therespondent, such arbitrator shall then, together with the claimant’sarbitrator, choose an umpire as provided in Paragraph C. of Part III of thisArticle.

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E.                         Submissionof Dispute to Panel - Within 30 days after the notice of appointment of allarbitrators, the panel shall meet, and determine a timely period of discovery,discovery procedures and schedules for hearings.

F.                         ProcedureGoverning Arbitration - All proceedings before the panel shall be informal andthe panel shall not be bound by the formal rules of evidence. The panel shallhave the power to fix all procedural rules relating to the arbitrationproceeding. In reaching any decision, the panel shall give due consideration tothe customs and usages of the insurance and reinsurance business.

G.                        ArbitrationAward - The arbitration panel shall render its decision within 60 days aftertermination of the proceeding, which decision shall be in writing, stating thereasons therefor. The decision of the majority of the panel shall be final andbinding on the parties to the proceeding. In no event however, will the panelbe authorized to award punitive, exemplary or consequential damages ofwhatsoever nature in connection with any arbitration proceeding concerning thisAgreement.

H.                       Costof Arbitration - Unless otherwise allocated by the panel, each party shall bearthe expense of its own arbitrator and shall jointly and equally bear with theother parties the expense of the umpire and the arbitration.

**ARTICLE XXII. - INSOLVENCY**

A.                      Inthe event of insolvency of the Company, the reinsurance provided by this Agreementshall be payable by the Reinsurer on the basis of the liability of the Companyas respects Policies covered hereunder, without diminution because of suchinsolvency, directly to the Company or its liquidator, receiver, conservator orstatutory successor except as provided in Sections 4118(a)(1)(A) and 1114(c) ofthe New York Insurance Law.

B.                        TheReinsurer shall be given written notice of the pendency of each claim or losswhich may involve the reinsurance provided by this Agreement within a reasonabletime after such claim or loss is filed in the insolvency proceedings. TheReinsurer shall have the right to investigate each such claim or loss andinterpose, at its own expense, in the proceedings where the claim or loss is tobe adjudicated, any defense which it may deem available to the Company, itsliquidator, receiver, conservator or statutory successor. The expense thusincurred by the Reinsurer shall be chargeable, subject to court approval,against the insolvent Company as part of the expense of liquidation to theextent of a proportionate share of the benefit which may accrue to the Companysolely as a result of the defense undertaken by the Reinsurer.

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In addition to the offset provisions set forth inArticle XIX. - Offset, any debts or credits, liquidated or unliquidated, infavor of or against either party on the date of the receivership or liquidationorder (except where the obligation was purchased by or transferred to be usedas an offset) are deemed mutual debts or credits and shall be set off with thebalance only to be allowed or paid. Although such claim on the part of eitherparty against the other may be unliquidated or undetermined in amount on thedate of the entry of the receivership or liquidation order, such claim will beregarded as being in existence as of such date and any claims then in existenceand held by the other party may be offset against it.

D.                       Nothingcontained in this Article is intended to change the relationship or status ofthe parties to this Agreement or to enlarge upon the rights or obligations ofeither party hereunder except as provided herein.

**ARTICLE XXIII -AMENDMENTS**

This Agreement may be amended by mutual consent of theparties expressed in an addendum; and such addendum, when executed by both,parties, shall be deemed to be an integral part of this Agreement and bindingon the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have causedthis Agreement to be executed in duplicate, by their duly authorizedrepresentatives as of the following dates:

In Boston, Massachusetts this 21st day of March, 2006
| ATTEST:                      |   |   |   | SAFETY INSURANCE COMPANY  SAFETY INDEMNITY INSURANCE COMPANY |
|------------------------------|--------|--------|--------|--------------------------------------------------------------|
|                         |   |   |   |                                                         |
|                         |   |   |   |                                                         |
| /s/ Glenn Hiltpold, F.C.A.S. |   |   |   | /s/ Edward N.  Patrick Jr.                                   |
|                         |   |   |   |                                                         |
|                         |   |   |   |                                                         |
| Glenn Hiltpold               |   |   |   | Edward N.  Patrick Jr.                                       |
| Name                         |   |   |   | Name                                                         |
|                         |   |   |   |                                                         |
|                         |   |   |   |                                                         |
| DIRECTOR-ACTUARIAL SERVICES  |   |   |   | VP Underwriting                                              |
| Title                        |   |   |   | Title                                                        |

 

And in Armonk New York, this 10th day of March, 2006.
| ATTEST                                |   |   |   | SWISS REINSURANCE AMERICA CORPORATION               |
|---------------------------------------|--------|--------|--------|-----------------------------------------------------|
|                                  |   |   |   |                                                |
|                                  |   |   |   |                                                |
| /s/ James Bronneck                    |   |   |   | /s/ Jeffrey  Illegible                              |
|                                  |   |   |   |                                                |
|                                  |   |   |   |                                                |
| James Bronneck                        |   |   |   | Jeffrey  Illegible                                  |
| Name                                  |   |   |   | Name                                                |
|                                  |   |   |   |                                                |
|                                  |   |   |   |                                                |
| Vice President   Member of Management |   |   |   | Senior Vice  President  Member of Senior Management |
| Title                                 |   |   |   | Title                                               |

 

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**SUPPLEMENT TO THEATTACHMENTS**

DEFINITION OFIDENTIFICATION TERMS USED WITHIN THE ATTACHMENTS

A                         Whereverthe term “Company” or “Reinsured” or “Reassured” or whatever other term is usedto designate the reinsured company or companies within the various attachmentsto the reinsurance agreement, the term shall be understood to mean Company orReinsured or Reassured or whatever other term is used in the attachedreinsurance agreement to designate the reinsured company or companies.

B                           Whereverthe term “Agreement” or “Contract” or “Policy” or whatever other term is usedto designate the attached reinsurance agreement within the various attachmentsto the reinsurance agreement, the term shall be understood to mean Agreement orContract or Policy or whatever other term is used to designate the attachedreinsurance agreement.

C                           Whereverthe term “Reinsurer” or “Reinsurers” or “Underwriters” or whatever other termis used to designate the reinsurer or reinsurers in the various attachments tothe reinsurance agreement, the term shall be understood to mean Reinsurer orReinsurers or Underwriters or whatever other term is used to designate thereinsuring company or companies.

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INSOLVENCY FUNDSEXCLUSION CLAUSE

This Agreement excludes all liability of the Companyarising by contract, operation of law, or otherwise from its participation ormembership, whether voluntary or involuntary, in any insolvency fund or fromreimbursement of any person for any such liability. “Insolvency fund” includesany guaranty fund, insolvency fund, plan, pool, association, fund or otherarrangement, howsoever denominated, established or governed, which provides forany assessment of or payment or assumption by any person of part or all of anyclaim, debt, charge, fee, or other obligation of an insurer, or its successorsor assigns, which has been declared by any competent authority to be insolventor which is otherwise deemed unable to meet any claim, debt, charge, fee orother obligation in whole or in part.

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POOLS, ASSOCIATIONS ANDSYNDICATES EXCLUSION CLAUSE

SECTION A

Excluding:

(a)                     AllBusiness derived directly or indirectly from any Pool, Association or Syndicatewhich maintains its own reinsurance facilities.

(b)                    AnyPool or Scheme (whether voluntary or mandatory) formed after March 1, 1968, forthe purpose of insuring Property whether on a country-wide basis or in respectof designated areas. This Exclusion shall not apply to so-called AutomobileInsurance Plans or other Pools formed to provide coverage for AutomobilePhysical Damage.

SECTION B

It is agreed that business, written by the Company forthe same perils, which is known at the time to be insured by or in excess ofunderlying amounts placed in the following Pools, Associations or Syndicates,whether by way of insurance or reinsurance is excluded hereunder:

Industrial Risk Insurers (successor to FactoryInsurance Association and Oil Insurance Association); Associated FactoryMutuals; Improved Risk Mutuals.

Any Pool, Association or Syndicate formed for thepurpose of writing oil, Gas or Petro-Chemical Plants and/or Oil or Gas DrillingRigs.

United States Aircraft Insurance Group, CanadianAircraft Insurance Group, Associated Aviation Underwriters, American AviationUnderwriters.

SECTION B does not apply

(a)                     Wherethe Total Insured Value over all interests of the risk in question is less than$350,000,000.

(b)                    Tointerests traditionally underwritten as Inland Marine or Stock and/or contentswritten on a Blanket basis.

(c)                     ToContingent Business Interruption, except when the Company is aware that the keylocation is known at the time to be insured in any Pool, Association orSyndicate named above.

(d)                    Torisks as follows: Offices, Hotels, Apartments, Hospitals, EducationalEstablishments, Public Utilities (other than Railroad Schedules) and BuildersRisks on the classes of risks specified in this subsection (d) only.

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SECTION C

NEVERTHELESS the Reinsurer specifically agrees thatLiability accruing to the Company from its participation in:

(a)                     Thefollowing so-called “Coastal Pools”

ALABAMA INSURANCEUNDERWRITING ASSOCIATION

FLORIDA WINDSTORMUNDERWRITING ASSOCIATION

LOUISIANA INSURANCEUNDERWRITING ASSOCIATION

MISSISSIPPI WINDSTORMINSURANCE UNDERWRITING ASSOCIATION

NORTH CAROLINA INSURANCEUNDERWRITING ASSOCIATION

SOUTH CAROLINA WINDSTORMAND HAIL UNDERWRITING ASSOCIATION

TEXAS CATASTROPHE PROPERTY INSURANCE ASSOCIATION

and

(b)                    All“Fair Plan” and “Rural Risk Plan” Business

for all perils otherwise protected hereunder will notbe excluded, except however, that this reinsurance does not include anyincrease in such liability resulting from:

(1)                    Theinability for any other participant in such “Coastal Pool” and/or “Fair Plan”and/or “Rural Risk Plan” to meet its liability.

(2)                    AnyClaim against such “Coastal Pool” and/or “Fair Plan” and/or “Rural Risk Plan”or any participant therein, including the Company, whether by way ofsubrogation or otherwise, brought by or on behalf of any insolvency fund (asdefined in the Insolvency Funds Exclusion Clause incorporated in thisagreement) .

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**TOTAL INSURED VALUEEXCLUSION CLAUSE**

It is the mutual intention of the parties to excluderisks, other than Offices, Hotels, Apartments, Hospitals, EducationalEstablishments, Public Utilities (except Railroad schedules) and Builders Riskon the above classes where, at the time of the cession, the Total Insured Valueover all interests exceeds $350,000,000. However, the Company shall beprotected hereunder, subject to the other terms and conditions of thisAgreement, if subsequently to cession being made the Company becomes acquaintedwith the true facts of the case and discovers that the mutual intention hasbeen inadvertently breached, the Company shall at the first opportunity, andcertainly by next anniversary of the original policy, exclude the risk in question.

It is agreed that this mutual intention does not applyto Contingent Business Interruption or to interest traditionally underwrittenas Inland Marine or to Stock and/or Contents written on a blanket basis exceptwhere the Company is aware that the Total Insured Value of $350,000,000 isalready exceeded for buildings, machinery, equipment and direct use andoccupancy at the key location.

It is understood and agreed that this Clause shall notapply hereunder where the Company writes 100% of the risk.

Notwithstanding anything contained herein to thecontrary, it is the mutual intention of the parties in respect of bridges andtunnels to exclude such risks where the Total Insured Value over all interestsexceeds $350,000,000.

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**POLLUTION AND SEEPAGEEXCLUSION CLAUSE**

This Reinsurance does not apply to:

Pollution, seepage, contamination or environmentalimpairment (hereinafter collectively referred to as “pollution”) insurances,however styled;

2                            Lossor damage caused directly or indirectly by pollution, unless said loss ordamage follows as a result of a loss caused directly by a peril coveredhereunder;

Expenses resulting from any governmental direction orrequest that material present in or part of or utilized on an insured’s propertybe removed or modified, except as provided in 5. below;

4                            Expensesincurred in testing for and/or monitoring pollutants;

Expenses incurred in removing debris, unless (A) thedebris results from a loss caused directly by a peril covered hereunder, and(B) the debris to be removed is itself covered hereunder, and (C) the debris ison the insured’s premises, subject, however, to a limit of $5,000 plus 25% of(i) the property damage loss, any risk, any one location, any one originalinsured, and (ii) any deductible applicable to the loss;

6*                           *Expenses incurred toextract pollutants from land or water at the insured’s premises unless (A) therelease, discharge, or dispersal of pollutants results from a loss causeddirectly by a peril covered hereunder, and (B) such expenses shall not exceed$10,000;

Loss of income due to any increased period of timerequired to resume operations resulting from enforcement of any law regulatingthe prevention, control, repair, clean-up or restoration of environmentaldamage;

8.                         Claimsunder 5. and/or 6. above, unless notice thereof is given to the Company by theinsured within 180 days after the date of the loss occurrence to which suchclaims relate.

“Pollutants” means any solid, liquid, gaseous or thermal irritant orcontaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals andwaste. Waste includes materials to be recycled, reconditioned or reclaimed.

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Where no pollution exclusion has been accepted or approved by aninsurance regulatory authority for use in a policy that is subject to thisAgreement or where a pollution exclusion that has been used in a policy isoverturned, either in whole or in part, by a court having jurisdiction, thereshall be no recovery for pollution under this Agreement unless said pollutionloss or damage follows as a result of a loss caused directly by a peril coveredhereunder.

Nothing herein shall be deemed to extend the coverage afforded by thisreinsurance to property or perils specifically excluded or not covered underthe terms and conditions of the original policy involved.

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NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCEU.S.A.

N.M.A    1119

1                             ThisReinsurance does not cover any loss or liability accruing to the Reassured,directly or indirectly, and whether as Insurer or Reinsurer, from any Pool ofInsurers or Reinsurers formed for the purpose of covering Atomic or NuclearEnergy risks.

2                             Withoutin any way restricting the operation of paragraph 1. of this Clause, thisReinsurance does not cover any loss or liability accruing to the Reassured,directly or indirectly, and whether as Insurer or Reinsurer, from any insuranceagainst Physical Damage (including business interruption or consequential lossarising out of such Physical Damage) to:

I                              Nuclearreactor power plants including all auxiliary property on the site, or

II                          Anyother nuclear reactor installation, including laboratories handling radioactivematerials in connection with reactor installations, and critical facilities assuch, or

III.                   Installationsfor fabricating complete fuel elements or for processing substantial quantitiesof “special nuclear material,” and for reprocessing, salvaging, chemicallyseparating, storing or disposing of spent nuclear fuel or waste materials, or

IV                      Installationsother than those listed in paragraph 2. III. above using substantial quantitiesof radioactive isotopes or other products of nuclear fission.

3                             Withoutin any way restricting the operation of paragraphs 1. and 2. of this Clause,this Reinsurance does not cover any loss or liability by radioactivecontamination accruing to the Reassured, directly or indirectly, and whether asInsurer or Reinsurer, from any insurance on property which is on the same siteas a nuclear reactor power plant or other nuclear installation and whichnormally would be insured therewith, except that this paragraph 3. shall notoperate:

(a)                     wherethe Reassured does not have knowledge of such nuclear reactor power plant ornuclear installation, or

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(b)                    wherethe said insurance contains a provision excluding coverage for damage toproperty caused by or resulting from radioactive contamination, however caused.However, on and after 1st January, 1960, this sub-paragraph (b) shall onlyapply provided the said radioactive contamination exclusion provision has beenapproved by the Governmental Authority having jurisdiction thereof.

4                             Withoutin any way restricting the operation of paragraphs 1., 2. and 3. of thisClause, this Reinsurance does not cover any loss or liability by radioactivecontamination accruing to the Reassured, directly or indirectly, and whether asInsurer or Reinsurer, when such radioactive contamination is a named hazardspecifically insured against.

5                             Itis understood and agreed this Clause shall not extend to risks usingradioactive isotopes in any form where the nuclear exposure is not consideredby the Reassured to be the primary hazard.

6                             Theterm “special nuclear material” shall have the meaning given to it by theAtomic Energy Act of 1954 or by any law amendatory thereof.

7                             Reassuredto be sole judge of what constitutes

(a)                    substantialquantities, and

(b)                   theextent of installation, plant or site

NOTE: - Without in any way restricting the operationof paragraph 1 hereof, it is understood and agreed that

(a)                    allpolicies issued by the Reassured on or before 31st December, 1957 shall be freefrom the application of the other provisions of this Clause until expiry dateor 31st December, 1960 whichever first occurs whereupon all the provisions ofthis Clause shall apply,

(b)                   withrespect to any risk located in Canada policies issued by the Reassured on orbefore 31st December, 1958 shall be free from the application of the otherprovisions of this Clause until expiry date or 31st December, 1960 whicheverfirst occurs whereupon all the provisions of this Clause shall apply.

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NUCLEAR INCIDENT EXCLUSION CLAUSE — PHYSICAL DAMAGE —REINSURANCE CANADA 

N.M.A    1980a

1                             ThisAgreement does net cover any loss or liability accruing to the Company directlyor indirectly, and whether as Insurer or Reinsurer, from any Pool of Insurersor Reinsurers formed for the purpose of covering Atomic or Nuclear Energyrisks.

2                             Withoutin any way restricting the operation of paragraph 1. of this clause, thisAgreement does not cover any loss or liability accruing to the Company,directly or indirectly, and whether as Insurer or Reinsurer, from any insuranceagainst Physical Damage (including business interruption or consequential lossarising out of such Physical Damage) to:

a                            Nuclearreactor power plants including all auxiliary property on the site, or

b                           Anyother nuclear reactor installation, including laboratories handling radioactivematerials in connection with reactor installations, and critical facilities assuch, or

c                            Installationsfor fabricating complete fuel elements or for processing substantial quantitiesof radioactive materials, and for reprocessing, salvaging, chemicallyseparating, storing or disposing of spent nuclear fuel or waste materials, or

d                           Installationsother than those listed in c. above using substantial quantities of radioactiveisotopes or other products of nuclear fission.

3                             Withoutin any way restricting the operation of paragraphs 1. and 2. of this clause,this Agreement does not cover any loss or liability by radioactivecontamination accruing to the Company, directly or indirectly, and whether asInsurer or Reinsurer, from any insurance on property which is on the same siteas a nuclear reactor power plant or other nuclear installation and whichnormally would be insured therewith, except that this paragraph 3. shall not operate:

a                            wherethe Company does not have knowledge of such nuclear reactor power plant ornuclear installation, or

b                           wherethe said insurance contains a provision excluding coverage for damage toproperty caused by or resulting from radioactive contamination, however caused.

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4                             Withoutin any way restricting the operation of paragraphs 1., 2. and 3. of thisclause, this Agreement does not cover any loss or liability by radioactivecontamination accruing to the Company, directly or indirectly, and whether asInsurer or Reinsurer, when such radioactive contamination is a named hazardspecifically insured against.

5                             Thisclause shall not extend to risks using radioactive isotopes in any form wherethe nuclear exposure is not considered by the Company to be the primary hazard.

6                             Theterm “radioactive material” means uranium, thorium, plutonium, neptunium, theirrespective derivatives and compounds, radioactive isotopes of other elementsand any other substances which may be designated by or pursuant to any law, actor statute, or any law amendatory thereof as being prescribed substancescapable of releasing atomic energy, or as being requisite for the production,use or application of atomic energy.

7                             Companyto be sole judge of what constitutes

a                            substantialquantities, and

b                           theextent of installation, plant or site

8                             Withoutin any way restricting the operation of paragraphs 1., 2., 3. and 4. of thisclause, this Agreement does not cover any loss or liability accruing to theCompany, directly or indirectly, and whether as Insurer or Reinsurer, caused:

by any nuclear incident as defined in or pursuant tothe Nuclear Liability Act or any other nuclear liability act, law or statute,or any law amendatory thereof, or nuclear explosion, except for ensuing loss ordamage which results directly from fire, lightning or explosion of natural,coal or manufactured gas;

(b)                   bycontamination by radioactive material

NOTE                                    Withoutin any way restricting the operation of paragraphs 1., 2., 3. and 4. of thisclause, paragraph 8. of this clause shall only apply to all original contractsof the Company whether new, renewal or replacement which become effective on orafter December 31, 1992.

April 1, 1996

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NUCLEAR INCIDENTEXCLUSION CLAUSE - REINSURANCE - NO. 4

1                             ThisReinsurance does not cover any loss or liability accruing to the Reassured as amember of, or subscriber to, any association of insurers or reinsurers formedfor the purpose of covering nuclear energy risks or as a direct or indirectreinsurer of any such member, subscriber or association.

2                             Withoutin any way restricting the operations of Nuclear Incident Exclusion Clauses, -Liability, - Physical Damage, - Boiler and Machinery and paragraph 1. of thisClause, it is understood and agreed that for all purposes of the reinsuranceassumed by the Reinsurer from the Reinsured, all original insurance policies orcontracts of the Reinsured (new, renewal and replacement) shall be deemed toinclude the applicable existing Nuclear Clause and/or Nuclear ExclusionClause(s) in effect at the time and any subsequent revisions thereto as agreedupon and approved by the Insurance Industry and/or a qualified Advisory orRating Bureau.

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