**Exhibit10.34**

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**UMBRELLALIABILITY QUOTA SHAREREINSURANCE AGREEMENTNO. POR327548**

**EFFECTIVE JANUARY 1, 2006**

**between**

**SAFETY INSURANCE COMPANYSAFETY INDEMNITY INSURANCE COMPANYboth of Boston, Massachusetts**

**and**

**SWISS REINSURANCE AMERICA CORPORATIONArmonk, New York**

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**UMBRELLA LIABILITY QUOTA SHARE REINSURANCE AGREEMENTNO. POR327548**
| ARTICLE | ** ** | **CONTENTS**                                  | ** ** | **PAGE** |
|---------|------------|-----------------------------------------------|------------|----------|
|    |       |                                          |       |     |
|    |       | PREAMBLE                                      |       | 1        |
| I       |       | BUSINESS COVERED                              |       | 1        |
| II      |       | EFFECTIVE DATE AND TERMINATION                |       | 2        |
| III     |       | TERRITORY                                     |       | 3        |
| IV      |       | DEFINITION OF ULTIMATE NET LIABILITY          |       | 3        |
| V       |       | EXCESS REINSURANCE                            |       | 3        |
| VI      |       | RETENTION                                     |       | 3        |
| VII     |       | DEFINITION OF LOSS OCCURRENCE                 |       | 3        |
| VIII    |       | LOSS IN EXCESS OF POLICY LIMITS               |       | 3        |
| IX      |       | EXTRA CONTRACTUAL OBLIGATIONS                 |       | 4        |
| X       |       | EXCLUSIONS                                    |       | 5        |
| XI      |       | SPECIAL ACCEPTANCE                            |       | 7        |
| XII     |       | UNDERLYING INSURANCE                          |       | 7        |
| XIII    |       | REINSURANCE PREMIUM                           |       | 8        |
| XIV     |       | COMMISSION                                    |       | 8        |
| XV      |       | LOSSES, LOSS ADJUSTMENT EXPENSES AND SALVAGES |       | 8        |
| XVI     |       | REPORTS AND REMITTANCES                       |       | 9        |
| XVII    |       | CLAIMS                                        |       | 11       |
| XVIII   |       | POLICY FORM                                   |       | 12       |
| XIX     |       | ACCESS TO RECORDS                             |       | 12       |
| XX      |       | TAXES                                         |       | 12       |
| XXI     |       | CURRENCY                                      |       | 12       |
| XXII    |       | OFFSET                                        |       | 12       |
| XXIII   |       | ERRORS OR OMISSIONS                           |       | 13       |
| XXIV    |       | DISPUTE RESOLUTION                            |       | 13       |
| XXV     |       | INSOLVENCY                                    |       | 15       |
| XXVI    |       | SPECIAL TERMINATION                           |       | 15       |
| XXVII   |       | AMENDMENTS                                    |       | 16       |
|    |       | SIGNATURES                                    |       | 17       |

 
| ATTACHMENTS |   | POLLUTION  LIABILITY EXCLUSION CLAUSE - REINSURANCE INSOLVENCY FUNDS EXCLUSION CLAUSE |
|-------------|--------|---------------------------------------------------------------------------------------|
|        |   | NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY -  REINSURANCE - U.S.A.                 |
|        |   | NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY -  REINSURANCE - CANADA                 |
|        |   | NUCLEAR INCIDENT EXCLUSION CLAUSE - REINSURANCE -  NO. 4                              |

 

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**UMBRELLALIABILITY QUOTA SHARE REINSURANCE AGREEMENTNO. POR327548 (hereinafter referred to as the “Agreement”)**

**between**

**SAFETY INSURANCE COMPANYSAFETY INDEMNITY INSURANCE COMPANYboth of Boston, Massachusetts**

**and**

**SWISS REINSURANCE AMERICA CORPORATIONArmonk, New York (hereinafter referred to as the “Reinsurer”)**

**ARTICLE I - BUSINESS COVERED**

A.                      Bythis Agreement the Company obligates itself to cede to the Reinsurer and theReinsurer obligates itself to accept from the Company a 90% Quota Shareparticipation of the Company’s Ultimate Net Liability for new and renewalPolicies becoming effective on or after January 1, 2006, as respects lossesoccurring on or after January 1, 2006. This Quota Share is subject to a maximumcession limit of $4,500,000 each Policy (90% share of the Company’s UltimateNet Liability of $5,000,000).

B                           Notwithstandingthe provisions of paragraph A. above, the Company shall retain an annualaggregate deductible of $75,000 as respects Ultimate Net Liability otherwisesubject to cession under this Agreement. Thereafter, the cession and limit setforth in paragraph A. above shall apply.

C                           Anyloss arising under this Agreement with respect to 80% of Extra ContractualObligations and 80% of Loss In Excess of Policy Limits as defined herein shallbe recovered in the same proportion as the contractual loss recoverablehereunder provided such contractual loss plus Extra Contractual Obligations andLoss In Excess of Policy Limits shall never exceed the maximum cession limitset forth under paragraph A. above.

D                          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.

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

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

G                           Underthis Agreement, the indemnity for reinsured loss applies only to Personal andCommercial Umbrella Liability Policies, except as excluded under Article X -Exclusions of this Agreement.

**ARTICLE II -EFFECTIVE DATE AND TERMINATION**

A.                      ThisAgreement shall become effective 12:01 a.m., Eastern Standard Time on January1, 2006, and shall remain in force until terminated. This Agreement may beterminated at the close of any calendar quarter by either party giving to theother not less than 90 days prior written notice by certified mail of itsintention to do so.

B                           Duringthe running of such notice as stipulated in Paragraph A. above, the Reinsurershall participate in business coming within the terms of this Agreement untilthe date of termination of this Agreement.

C                           Inthe event of termination of this Agreement, the Company shall have the optionof continuing or terminating the liability in force at the date of terminationas set forth below. The Company may exercise such option provided writtennotice of the Company’s election is given by certified mail to the Reinsurerprior to the date of termination. If the Company does not choose to exerciseits option prior to the date of termination, such option shall revert to theReinsurer.

The Reinsurer shall be liable for losses occurringsubsequent to the date of termination for all policies covered hereunder and inforce at the date of termination of this Agreement until their natural expiry,cancellation or next anniversary of such business, whichever first occurs; butin no case shall this reinsurance be extended for longer than 12 months, afterthe termination date. At such time, the Reinsurer shall return to the Companythe unearned premiums, less commissions applicable, for the unexpired periods.

2                            Allreinsurance hereunder shall be automatically cancelled as of the date oftermination and the Reinsurer shall be released of all liability as respectslosses occurring subsequent to the date of termination. The Reinsurer shallreturn to the Company the unearned premiums on the business in force hereunderat the date of termination, less the commission allowed thereon.

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**ARTICLE III - TERRITORY**

This Agreement applies to Policies issued by theCompany within the United States of America, its territories and possessions,and Canada and shall apply to losses covered hereunder wherever occurring.

**ARTICLE IV -DEFINITION OF ULTIMATE NET LIABILITY**

The term “Ultimate Net Liability” shall mean theremaining portion of the Company’s gross liability on each Policy reinsuredunder this Agreement after deducting recoveries from all other reinsurance,whether specific or general and whether collectible or not, other than thereinsurance provided in Article VI - Excess Reinsurance.

**ARTICLE V - EXCESSREINSURANCE**

The Company has the right to maintain excessreinsurance as provided for in the Casualty Excess of Loss ReinsuranceAgreement No. POR327454 on that portion of its Ultimate Net Liability which itretains net for its own account and recoveries under such excess reinsuranceshall inure solely to the benefit of the Company.

**ARTICLE VI -RETENTION**

The Company warrants that it shall retain net for itsown account and not reinsure in any way 10% of its Ultimate Net Liability.

**ARTICLE VII -DEFINITION OF LOSS OCCURRENCE**

A                         Theterm “Loss Occurrence” as used herein shall be the definition of ‘occurrence’as set forth in the Company’s Policy, provided, however, in the event said termis not defined in any Policy covered hereunder, then as respects such Policy theterm “each Loss  Occurrence” asused herein shall be understood to mean each accident or occurrence or seriesof accidents or occurrences arising out of one event and happening within theterm and scope of this Agreement.

B.                        Ifthe date of loss, accident or occurrence cannot be specifically determined, thedate of loss, accident or occurrence shall be the inception date of theoriginal Policy (i.e., the Policy reinsured hereunder), such Policy periodshall be deemed not to exceed 12 calendar months.

**ARTICLE VIII -LOSS IN EXCESS OF POLICY LIMITS**

A                         “Lossin Excess of Policy Limits” is defined as loss in excess of the limit of theoriginal Policy, such loss in excess of the limit

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having been incurred because of failure by the Companyto 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 ofthe defense or in the trial of any action against its insured or in thepreparation 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 corporate officer of the Company actingindividually or collectively or in collusion with any individual or corporationor any other organization or party involved in the presentation, defense orsettlement 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, whether collectible or not, shall bededucted to arrive at the amount of the Company’s Ultimate Net Loss.

**ARTICLE IX - EXTRACONTRACTUAL OBLIGATIONS**

A                         “ExtraContractual Obligations” are defined as those liabilities not covered under anyother provision of this Agreement and which arise from the handling of any claimon business covered hereunder, such liabilities arising because of, but notlimited to, the following: failure by the Company to settle within the Policylimit, or by reason of alleged or actual negligence, fraud or bad faith inrejecting an offer of settlement or in the preparation of the defense or in thetrial of any action against its insured or in the preparation or prosecution ofan 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 orcollectively or in collusion with any individual or corporation or any otherorganization or party involved in the presentation, defense or settlement of anyclaim covered hereunder.

D                          ExtraContractual Obligations shall not include loss arising out of engineering orother services or any other non-claims related activity provided to the insuredby the Company.

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E                            Recoveries,collectibles or retention from any other form of insurance or reinsuranceincluding deductibles or self-insured retention which protect the Companyagainst Extra Contractual Obligations, whether collectible or not, shall inureto the benefit of the Reinsurer and shall be deducted from the total amount ofExtra Contractual Obligations for purposes of determining the loss hereunder.

F                            Theprovisions of this Article shall apply only if the Company also writes theunderlying primary Policy.

G                           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 Article or the enforceability of suchprovision in any other jurisdiction.

**ARTICLE X - EXCLUSIONS**

THIS AGREEMENT DOES NOT COVER:

A.                      THEFOLLOWING GENERAL CATEGORIES

1.                         Allbusiness not specifically classified and covered as set forth under Article I -Business Covered.

2                            Ex-gratiapayments

3.                         Riskssubject to a deductible or a self-insured retention excess of $25,000.

4.                         Lossor damage caused directly or indirectly by: (a) enemy attack by armed forcesincluding action taken by military, naval or air forces in resisting an actualor an immediately impending enemy attack; (b) invasion; (c) insurrection; (d)rebellion; (e) revolution; (f) intervention; (g) civil war; and (h) usurpedpower.

5.                         Reinsuranceassumed by the Company.

6                            Businessderived from any Pool, Association, including Joint Underwriting Association,Syndicate, Exchange, Plan, Fund or other facility directly as a member,subscriber or participant, or indirectly by way of reinsurance or assessments;provided this exclusion shall not apply to Automobile or Workers Compensationassigned risks which may be currently or subsequently covered hereunder.

Pollution Liability as per the attached PollutionLiability Exclusion Clause - Reinsurance

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8                            InsolvencyFunds as per the attached Insolvency Funds Exclusion Clause.

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

a.                  NuclearIncident Exclusion Clause - Liability - Reinsurance - U.S.A.

b.                 NuclearIncident Exclusion Clause - Liability - Reinsurance - Canada.

c.                  NuclearIncident Exclusion Clause - Reinsurance - No. 4.

10                      Anyactual or alleged liability whatsoever for any claim or claims in respect ofloss or losses, directly or indirectly arising out of, resulting from, or inconsequence of asbestos, in whatever form or quantity.

B                           THEFOLLOWING INSURANCE COVERAGES

1                            FiduciaryLiability

2                            Fidelityand Surety

3                            Creditand Financial Guarantee

4                            Securitiesand Exchange Liability.

5.                         Retroactivecoverage.

6.                         Malpracticeor Professional Liability except incidental Malpractice Liability.

7                            Directors’and Officers’ Liability and Errors and Omissions Liability, except with respectto volunteer non-remunerative work in church, school and civil organizations.

8.                         Advertisers’,Broadcasters’ and Telecasters Liability as respects Personal Injury Liability

9                            LiquorLaw Liability except Host Liquor Law Liability

10.                   Kidnap,Extortion and Ransom Liability

11.                   Boilerand Machinery Insurance

12                      Protectionand Indemnity (Ocean Marine).

C                           THEFOLLOWING RISKS

1.                         Politicians,labor leaders or law-enforcement officials

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2                            Newspapersor magazine reporters editors, columnists or publishers

3                            Authorsjournalists or writers

4                            Radioand television broadcasters

5                            Publiclecturers

6                            Celebritiesand professional entertainers including athletes actors or other individualswho maintain a high public profile.

7                            Anyperson who represents a moral hazard or who has been sued for libel or slander.

8                            Automobiledrivers:

a.                          InAssigned Risk, Excess Market or Non-Standard Plans

b.                         Withmore than one moving violation or chargeable accident within the last 36months.

c                             Withany convictions for reckless driving or driving while intoxicated.

D                          Businessspecifically excluded by the Company’s Personal and Commercial UmbrellaLiability Policy.

E.                         Inthe event the Company is inadvertently bound on any risk which is excludedunder Sections C. or D. above, the reinsurance provided under this Agreementshall apply to such risk until discovery by the Company within its Home Officeof the existence of such risk and for 30 days thereafter, and shall then ceaseunless within the 30 day period, the Company has received from the Reinsurerwritten notice of its approval of such risk.

**ARTICLE XI - SPECIAL ACCEPTANCE**

Policies which are beyond the terms, conditions orlimitations of this Agreement may be submitted to the Reinsurer for specialacceptance hereunder; and such Policies, if accepted in writing by theReinsurer, shall be subject to all of the terms, conditions and limitations ofthis Agreement, except as modified by the special acceptance. Premiums andlosses derived from any special acceptance shall be included with other datafor rating purposes under this Agreement.

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**ARTICLE XII - UNDERLYING INSURANCE**

A                         Itis understood that underlying limits hereunder is required and shall bemaintained in accordance with the Company’s Agent Procedures for PersonalUmbrella dated September 15, 2003 and Commercial Umbrella Agent Proceduresdated June 1, 2004, on file with the Reinsurer.

B                           Otherunderlying limits may be required for certain classes of risks and shall be sostated in the Company’s Umbrella Underwriting Guidelines.

**ARTICLE XIII - REINSURANCE PREMIUM**

A                         TheCompany shall cede to the Reinsurer that portion of the Company’s Net PremiumsWritten applicable to the Policies reinsured hereunder which corresponds to theReinsurer’s Quota Share participation in such Policies.

B                           Theterm “Net Premiums Written” shall mean gross and additional premiums lessreturn premiums and less premiums ceded on all other reinsurance.

**ARTICLE XIV - COMMISSION**

A                         TheReinsurer shall make a commission allowance of 31.5% to the Company’s NetPremiums Written ceded hereunder. The Company shall debit the Reinsurer withthe commission allowance in the monthly accounts.

B                           Suchcommission allowance includes provision for all brokerage and commission, premiumtaxes of all kinds, all board, bureau and exchange assessments and any otherexpenses whatsoever except Loss Adjustment Expenses.

**ARTICLE XV - LOSSES, LOSS ADJUSTMENTEXPENSES AND SALVAGES**

A.                      TheReinsurer shall pay its pro rata share of losses including prejudgment interestpaid by the Company arising under Policies covered under this Agreement, andthe Reinsurer shall benefit proportionately in all recoveries, includingsalvage and subrogation.

B.                        TheReinsurer shall pay its pro rata share of Loss Adjustment Expenses paid by theCompany in connection with the investigation, settlement, defense or litigationincluding court costs and postjudgment interest of any claim or loss which isthe subject matter of Policies covered under this Agreement. The term “LossAdjustment Expenses” shall include all claim or loss expenses includingDeclaratory Judgment Expenses, but shall exclude the

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salaries and expenses of Company employees, office expenses and otheroverhead expenses

C                           DeclaratoryJudgment Expenses are defined below and the Reinsurer shall be liable for suchexpenses in accordance with the following:

1                            Theterm “Declaratory Judgment Expenses” shall mean all legal expenses, incurred inthe representation of the Company in litigation brought to determine theCompany’s defense and/or indemnification obligations, that are allocable to anyspecific claim or loss applicable to Policies subject to this Agreement. Inaddition, the Company shall promptly notify the Reinsurer of any DeclaratoryJudgment Expenses subject to this Agreement.

2                            DeclaratoryJudgment Expenses shall be recovered in accordance with the provisions setforth in Paragraph B. of this Article, provided such Declaratory JudgmentExpense shall be limited to no more than $2,700,000, each applicable Policy inany one Loss Occurrence.

D                          TheCompany shall promptly notify the Reinsurer of each claim which may involve thereinsurance provided hereunder and of all subsequent developments relatingthereto.

E                            TheCompany shall have the responsibility to investigate, defend or negotiatesettlements of all claims and lawsuits related to Policies written by theCompany and reinsured under this Agreement. The Reinsurer, at its own expense,may associate with the Company in the defense or control of any claim, suit orother proceeding which involves or is likely to involve the reinsuranceprovided under this Agreement, and the Company shall cooperate in every respectin the defense of any such claim, suit or proceeding.

**ARTICLE XVI - REPORTS AND REMITTANCES**

A                         TheCompany shall provide the Reinsurer with a quarterly account as well asquarterly and annual reports in accordance with the provisions set forth inParagraphs C., E. and F. below.

B                           QuarterlyAccount - Within 30 days after the close of each quarter the Company shallforward a quarterly account summarizing the following transactions under thisAgreement during such quarter:

1                            NetPremiums Written ceded segregated by Line of Business

2                            Commissions

Loss and Loss Adjustment Expenses paid lessrecoveries, including salvage and subrogation, segregated by Line of Business,by year of loss.

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The balance due either party shall be paid within 60days after the close of each quarter for the transactions during each quarter.

C.                        Inrespect of Paragraph B. above:

1.                         AllMonthly Account Statements shall be sent to the Reinsurer at:

a                         E-Mail/XMLor KDI Formats: reaccount_armonk@swissre.com, or

b                        StandardMail

Swiss Reinsurance America Corporation Accounting Department 175 King Street Armonk, NY 10504 Telephone: 914-828-8000 Facsimile: 914-828-5919

2                            Allchecks and supporting documentation shall be sent to the Reinsurer through oneof the options set forth below:

a                         WIRETRANSFER

(i)                             Allwires should be sent to:

The Bank of New Yorkl Wall StreetNew York, NY 10286Account Name: Swiss Reinsurance America CorporationAccount Number: 8900489197ABA Number: 021000018 (SWIFT: IRVTUS3N)

(ii)                          Allsupporting documentation should be sent to

Swiss Reinsurance America Corporation Accounting Department 175 King Street Armonk, NY 10504

b                    LOCKBOX

Both checks and supporting documentation shall be sent to:

Swiss Reinsurance America CorporationP.O. Box 7247-7281Philadelphia, PA 19170-7281

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D                          TheCompany may make a request for immediate payment by the Reinsurer for anyindividual gross loss covered hereunder in excess of $90,000 (i.e., 90% of$100,000, and the Reinsurer will be credited with amounts so paid in thesubsequent monthly account.

E.                         QuarterlyReport - The Company shall furnish the Reinsurer within 60 days after the closeof each calendar quarter the following information as respects the businessceded hereunder:

1                            Unearnedpremium reserves segregated by Line of Business at the end of the calendarquarter and calculated on the actual daily basis or in accordance with the Company’smethodology, as agreed.

2                            Estimatedloss and Loss Adjustment Expense reserves outstanding at the end of thecalendar quarter segregated by Line of Business, by year of loss.

H                          AnnualReport - The Company shall furnish the Reinsurer within 60 days after the closeof each calendar year a summary of the business ceded hereunder:

1                            NetPremiums Written ceded during the year segregated by Line of Business;

2.                         Unearnedpremium reserves segregated by Line of Business;

3                            Lossesand Loss Adjustment Expenses paid, less recoveries, including salvage andsubrogation, during the year segregated by Line of Business, by year of loss;

4.                         Lossesand Loss Adjustment Expenses outstanding at the end of the year segregated byLine of Business, by year of loss.

**ARTICLE XVII - CLAIMS**

A                         TheCompany shall promptly notify the Reinsurer of each claim which may involve thereinsurance provided hereunder and of all subsequent developments relatingthereto, stating the amount claimed and estimate of the Company’s Ultimate NetLoss and Allocated Loss Adjustment Expenses. Notwithstanding the provisions setforth in any other Article herein, prompt notification of loss shall beconsidered a condition precedent to liability under this Agreement.

B                           TheCompany shall advise the Reinsurer of all claims which

1                            Arereserved by the Company for an amount in excess of 50% of the underlying Policylimit;

2                            Originatefrom fatal injuries

3                            Originatefrom the following kinds of bodily injury:

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a.                          Braininjuries resulting in impairment of physical function;

b.                         Spinalinjuries resulting in a partial or total paralysis of upper or lowerextremities;

c.                          Amputationor permanent loss of use of upper or lower extremities;

d.                         Severeburn injuries;

e.                          Lossof sight in one or both eyes

f.                            Allother injuries likely to result in a permanent disability rate of 50% or more.

**ARTICLE XVIII - POLICYFORM**

The Company and the Reinsurer have agreed on theCompany’s form as respects the Policies covered under this Agreement and theCompany shall advise the Reinsurer of any change in such Policy form, 90 daysprior to its implementation.

**ARTICLE XIX - ACCESS T**O RECORDS

The Reinsurer or its duly authorized representativesshall have the right to examine, at the offices of the Company at a reasonabletime, during the currency of this Agreement or anytime thereafter, all booksand records of the Company relating to business which is the subject of thisAgreement.

**ARTICLE XX - 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 XXI - CURRENCY**

Wherever the word “dollars” or the “$” symbol in usedin this Agreement, it shall mean dollars of the United States of America,excepting in those cases where the Policy is issued by the Company in Canadiandollars, in which case it shall mean dollars of Canada. In the event theCompany is involved in a loss requiring payment in United States and Canadiancurrency, the Company’s retention and the limit of liability of the Reinsurershall be apportioned between the two currencies in the same proportion as theamount of net loss in each currency bears to the total amount of net loss paidby the Company. For the purposes of this

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Agreement, where the Company receives premiums or payslosses in currencies other than United States or Canadian currency, suchpremiums and losses shall be converted into United States dollars at the actualrates of exchange at which the premiums and losses are entered in the Company’sbooks.

**ARTICLE XXII - 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 XXIII - ERRORS OROMISSIONS**

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 discovery thereof;but the liability of the Reinsurer under this Agreement or any exhibits,addenda, or endorsements attached hereto shall in no event exceed the limitsspecified herein nor be extended to cover any risks, perils, lines of businessor classes of insurance generally or specifically excluded herein.

**ARTICLE XXIV - DISPUTERESOLUTION**

Part I - Choice of Law And Forum

Any dispute arising under this Agreement shall beresolved in the State of New York, and the laws of the State of New York shallgovern the interpretation and application of this Agreement.

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.

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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.

E                            Submissionof Dispute to Panel - Unless otherwise extended by the arbitration panel oragreed to by the parties, each party shall submit its case to the panel within30 days after the selection of the umpire.

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.

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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 XXV - INSOLVENCY**

A                         Inthe event of insolvency of the Company, the reinsurance provided by thisAgreement shall be payable by the Reinsurer on the basis of the liability ofthe Company as respects Policies covered hereunder, without diminution becauseof such insolvency, directly to the Company or its liquidator, receiver,conservator or statutory successor except as provided in Sections 4118(a)(1)(A)and 1114(c) of the 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 areasonable time after such claim or loss is filed in the insolvencyproceedings. The Reinsurer shall have the right to investigate each such claimor loss and interpose, at its own expense, in the proceedings where the claimor loss is to be adjudicated, any defense which it may deem available to theCompany, its liquidator, receiver, conservator or statutory successor. Theexpense thus incurred by the Reinsurer shall be chargeable, subject to courtapproval, against the insolvent Company as part of the expense of liquidationto the extent of a proportionate share of the benefit which may accrue to theCompany solely as a result of the defense undertaken by the Reinsurer.

C                           Inaddition to the offset provisions set forth in Article XXI - Offset, any debtsor credits, liquidated or unliquidated, in favor of or against either party onthe date of the receivership or liquidation order (except where the obligationwas purchased by or transferred to be used as an offset) are deemed mutualdebts or credits and shall be set off with the balance only to be allowed orpaid. Although such claim on the part of either party against the other may beunliquidated or undetermined in amount on the date of the entry of thereceivership or liquidation order, such claim will be regarded as being inexistence as of such date and any claims then in existence and held by theother party may be offset against it.

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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 XXVI - SPECIAL TERMINATION**

A                         Notwithstandingthe termination provisions set forth in Article II Effective Date andTermination, this Agreement shall be:

1.                         Terminatedautomatically and simultaneously upon the happening of any of the followingevents:

a                             Entryof an order of liquidation, rehabilitation, receivership or conservatorshipwith respect to the Company or the Reinsurer by any court or regulatoryauthority;

b                            Assignmentof this Agreement by either party;

c                             Anytransfer of control of either party by change in ownership or otherwise;

d                            Generalreinsurance of any portion of the Company’s business it retains net for its ownaccount, as determined under the provisions of this Agreement without priorconsent of the Reinsurer.

2                            Terminatedin accordance with the provisions set forth in this Paragraph, upon thediscovery of the following event:

A reduction of 50% or more of the Company’spolicyholders surplus during any calendar year. Such reduction shall bedetermined by calculating the difference between the Company’s prior yearannual statement and each subsequent quarterly statutory statement within suchcurrent calendar year.

As respects the event set forth in this ParagraphA.2., the Company shall be obligated to notify the Reinsurer in writing within30 days after the filing of its quarterly statement. Upon receipt of suchnotification the Reinsurer shall have the right to terminate this Agreement, bygiving not less than 30 days notice of its intention to do so.

B                           Anynotice of termination pursuant to provisions set forth in Paragraph A.2. aboveshall be sent by certified mail, return receipt requested. Such notice periodshall commence upon the other party’s receipt of the notice of termination.

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C                           Inthe event of termination, the Reinsurer shall not be liable for lossesoccurring subsequent to the date of termination and the Reinsurer shall returnto the Company the unearned premiums, if any, on the business in force at thedate of termination, less any commission allowed thereon.

**ARTICLE XXVII -AMENDMENTS**

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

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IN WITNESS WHEREOF, theparties hereto have caused this Agreement to be executed in duplicate, by theirduly authorized representatives as of the following dates:

In Boston, MA, this 5th day of September, 2006.
| **ATTEST**    |   |   |   | SAFETY INSURANCE COMPANY  SAFETY INDEMNITY INSURANCE COMPANY |
|---------------|--------|--------|--------|--------------------------------------------------------------|
|          |   |   |   |                                                         |
|          |   |   |   |                                                         |
| /s/ Illegible |   |   |   | /s/ Illegible                                                |
|          |   |   |   |                                                         |
|          |   |   |   |                                                         |
| Illegible     |   |   |   | Illegible                                                    |
| Name          |   |   |   | Name                                                         |

 

 

And in Armonk, New York this 2nd day of March 2006
| **ATTEST**                           |   |   |   | **SWISS REINSURANCE AMERICA  CORPORATION**  |
|--------------------------------------|--------|--------|--------|---------------------------------------------|
|                                 |   |   |   |                                        |
|                                 |   |   |   |                                        |
| /s/ Illegible                        |   |   |   | /s/ Illegible                               |
|                                 |   |   |   |                                        |
|                                 |   |   |   |                                        |
| Illegible                            |   |   |   | Illegible                                   |
| Name                                 |   |   |   | Name                                        |
|                                 |   |   |   |                                        |
|                                 |   |   |   |                                        |
| Vice President  Member of Management |   |   |   | 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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**POLLUTION LIABILITYEXCLUSION CLAUSE — REINSURANCE**

This Reinsurance excludes

(1                        Anyloss occurrence arising out of the actual, alleged or threatened discharge,dispersal, release or escape of pollutants

a)                         Ator from premises owned, rented or occupied by an original assured; or

b)                        Ator from any site or location used for the handling, storage, disposal,processing or treatment of waste; or

c)                         Whichare at any time transported, handled, stored, treated, disposed of, orprocessed as waste; or

d)                        Ator from any site or location on which any original assured is performingoperations;

(i)                       Ifthe pollutants are brought on or to the site or location in connection withsuch operations; or

(ii                        Ifthe operations are to test for, monitor, clean up, remove, contain, treat,detoxify or neutralize the pollutants.

(2)                    Anyliability, loss, cost or expense arising out of any governmental direction orrequest to test for, monitor, clean up, remove, contain, treat, detoxify orneutralize pollutants.

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

Subparagraphs a) and d) (i) of paragraph (1) of thisexclusion do not apply to loss occurrences caused by heat, smoke or fumes froma hostile fire. As used herein, “hostile fire” means one which becomesuncontrollable or breaks out from where it was intended to be.

“Original assured” as used herein means all insuredsas defined in the policy issued by the Company.

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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 any claim,debt, charge, fee, or other obligation of an insurer, or its successors orassigns, which has been declared by any competent authority to be insolvent orwhich is otherwise deemed unable to meet any claim, debt, charge, fee or otherobligation in whole or in part.

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**NUCLEARINCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - U.S.A**

N.M.A 1590

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 operation of paragraph 1. of this Clause it isunderstood and agreed that for all purposes of this reinsurance all theoriginal policies of the Reassured (new, renewal and replacement) of theclasses specified in Clause II. in this paragraph 2. from the time specified inclause III. in this paragraph 2*.*shall be deemed to include thefollowing provision (specified as the Limited Exclusion Provision):

**LIMITED EXCLUSION PROVISION***

I.                            Itis agreed that the policy does not apply under any liability coverage, toinjury, sickness, disease, death or destruction, bodily injury or propertydamage with respect to which an insured under the policy is also an insuredunder a nuclear energy liability policy issued by Nuclear Energy LiabilityInsurance Association, Mutual Atomic Energy Liability Underwriters or NuclearInsurance Association of Canada, or would be an insured under any such policybut for its termination upon exhaustion of its limit of liability.

II.                        FamilyAutomobile Policies (liability only), Special Automobile Policies (privatepassenger automobiles, liability only), Farmers Comprehensive Personal LiabilitiesPolicies (liability only), Comprehensive Personal Liability Policies (liabilityonly) or policies of a similar nature; and the liability portion of combinationforms related to the four classes of policies stated above, such as theComprehensive Dwelling Policy and the applicable types of Homeowners Policies.

III.                    Theinception dates and thereafter of all original policies as described in II.**above, whether new, renewal orreplacement, being policies which either

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(a)                     becomeeffective on or after 1st May, 1960, or

(b)                    becomeeffective before that date and contain the Limited Exclusion Provision set outabove; provided this paragraph 2. shall not be applicable to Family AutomobilePolicies, Special Automobile Policies, or policies or combination policies of asimilar nature, issued by the Reassured on New York risks, until 90 daysfollowing approval of the Limited Exclusion Provision by the GovernmentalAuthority having jurisdiction thereof.

3                             Exceptfor those classes of policies specified in Clause II. of paragraph 2*.*and without in any way restricting theoperation of paragraph 1. of this Clause, it is understood and agreed that forall purposes of this reinsurance the original liability policies of theReassured (new, renewal and replacement) affording the following coverages:

Owners, Landlords and Tenants Liability, ContractualLiability, Elevator Liability, Owners or Contractors (including railroad)Protective Liability, Manufacturers and Contractors Liability, ProductLiability, Professional and Malpractice Liability, Storekeepers Liability,Garage Liability, Automobile Liability (including Massachusetts Motor Vehicleor Garage Liability)

shall be deemed to include with respect to suchcoverages, from the time specified in Clause V. of this paragraph 3., thefollowing provision (specified as the Broad Exclusion Provision):

BROAD EXCLUSION PROVISION*

It is agreed that the policy does not apply:

I.                            Underany Liability Coverage to injury, sickness, disease death or destruction,bodily injury or property damage

(a)                    withrespect to which an insured under the policy is also an insured under nuclearenergy liability policy issued by Nuclear Energy Liability InsuranceAssociation, Mutual Atomic Energy Liability Underwriters or Nuclear InsuranceAssociation of Canada, or would be an insured under any such policy but for itstermination upon exhaustion of its limit of liability; or

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(b)                   resultingfrom the hazardous properties of nuclear material and with respect to which (1)any person or organization is required to maintain financial protectionpursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or(2) the insured is, or had this policy not been issued would be, entitled toindemnity from the United States of America, or any agency thereof, under anyagreement entered into by the United States of America, or any agency thereof,with any person or organization.

II                           Underany Medical Payments Coverage, or under any Supplementary Payments Provisionrelating to immediate medical or surgical relief, first aid, to expensesincurred with respect to bodily injury, sickness, disease or death, bodilyinjury resulting from the hazardous properties of nuclear material and arisingout of the question of a nuclear facility by any person or organization.

III                       Underany Liability Coverage, to injury, sickness, disease, death or destruction,bodily injury or property damage resulting from the hazardous properties ofnuclear material, if

(a)                    thenuclear material (1) is at any nuclear facility owned by, or operated by or onbehalf of, an insured or (2) has been discharged or dispersed therefrom;

(b)                   thenuclear material is contained in spent fuel or waste at any time possessed,handled, used, processed, stored, transported or disposed of by or on behalf ofan insured; or

(c)                    theinjury, sickness, disease, death or destruction, bodily injury or propertydamage arises out of the furnishing by an insured of services, materials, partsor equipment in connection with the planning, construction, maintenance,operation or use of any nuclear facility, but if such facility is locatedwithin the United States of America, its territories, or possessions or Canada,this exclusion (c) applies only to injury to or destruction of property at suchnuclear facility, property damage to such nuclear facility and any propertythereat.

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IV                       Asused in this endorsement

“hazardous properties” include radioactive, toxic orexplosive properties; “nuclear material” means source material, special nuclearmaterial or byproduct material; “source material,” “special nuclear material,”and “byproduct material” have the meanings given them in the Atomic Energy Actof 1954 or in any law amendatory thereof; “spent fuel” means any fuel elementor fuel component, solid or liquid, which has been used or exposed to radiationin a nuclear reactor; “waste” means any waste material (1) containing byproductmaterial other than the tailings or wastes produced by the extraction orconcentration of uranium or thorium from any ore processed for its sourcematerial content and (2) resulting from the operation by any person ororganization of any nuclear facility included within the definition of nuclearfacility under paragraph (a) or (b) thereof; “nuclear facility” means

(a)                    anynuclear reactor

(b)                   anyequipment or device designed or used for (1) separating the isotopes of uraniumor plutonium, (2) processing or utilizing spent fuel, or (3) handling,processing or packaging waste,

(c)                    anyequipment or device used for the processing, fabricating or alloying of specialnuclear material if at any time the total amount of such material in thecustody of the insured at the premises where such equipment or device islocated consists of or contains more than 25 grams of plutonium or uranium 233or any combination thereof, or more than 250 grams of uranium 235,

(d)                   anystructure, basin, excavation, premises or place prepared or used for thestorage or disposal of waste

and includes the site on which any of the foregoing islocated, all operations conducted on such site and all premises used for suchoperations; “nuclear reactor” means any apparatus designed or used to sustainnuclear fission in a self-supporting chain reaction or to contain a criticalmass of fissionable material; with respect to injury to or destruction of property,the word “injury” or “destruction” includes all forms of radioactivecontamination of property; “property damage” includes all forms of radioactivecontamination of property.

V                           Theinception dates and thereafter of all original policies affording coveragesspecified in this paragraph 3., whether new, renewal or replacement, beingpolicies which become effective on or after 1st May, 1960, provided thisparagraph 3. shall not be applicable to

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(i                           Garageand Automobile Policies issued by the Reassured on New York risks, or

(ii                        Statutoryliability insurance required under Chapter 90, General Laws of Massachusetts,

until 90 days following approval of the BroadExclusion Provision by the Governmental Authority having jurisdiction thereof.

4.                          Withoutin any way restricting the operations of paragraph 1. of this Clause, it isunderstood and agreed that paragraphs 2. and 3. above are not applicable tooriginal liability policies of the Reassured in Canada, and that with respectto such policies, this Clause shall be deemed to include the Nuclear EnergyLiability Exclusion Provisions adopted by the Canadian Underwriters’Association or the Independent Insurance Conference of Canada.

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| * NOTE: |   | The words  printed in **BOLD TYPE** in the Limited  Exclusion Provision and in the Broad Exclusion Provision shall apply only in  relation to original liability policies which include a Limited Exclusion  Provision or a Broad Exclusion Provision containing those words. |
|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

*

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**NUCLEAR INCIDENT EXCLUSION CLAUSE -LIABILITY - RElNSURANCE - CANADA**

N.M.A. 1979a

This Agreement does not cover any loss or liabilityaccruing to the Company as a member of, or subscriber to, any association ofinsurers or reinsurers formed for the purpose of covering nuclear energy risksor as a direct or indirect reinsurer of any such member, subscriber orassociation.

2                             Withoutin any way restricting the operation of Paragraph 1. of this Clause, it isagreed that for all purposes of this Agreement all the original liabilitycontracts of the Company, whether new, renewal or replacement, of the followingclasses, namely,

Personal Liability

Farmers’ Liability

Storekeepers’ Liability

which become effective on or after 3lst December 1992,shall be deemed to include, from their inception dates and thereafter, thefollowing provision:

Limited Exclusion Provision

This Policy does not apply to bodily injury orproperty damage with respect to which the Insured is also insured under acontract of nuclear energy liability insurance (whether the Insured is unnamedin such contract and whether or not it is legally enforceable by the Insured)issued by the Nuclear Insurance Association of Canada or any other group orpool of insurers or would be an Insured under any such policy but for itstermination upon exhaustion of its limits of liability.

With respect to property, loss of use of such property shall be deemedto be property damage

3                             Withoutin any way restricting the operation of Paragraph 1. of this Clause, it is agreedthat for all purposes of this Agreement all the original liability contracts ofthe Company, whether new, renewal or replacement, of any class whatsoever(other than Personal Liability, Farmers’ Liability, Storekeepers’ Liability orAutomobile Liability contracts), which become effective on or after 31stDecember 1992, shall be deemed to include, from their inception dates andthereafter, the following provision:

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Broad Exclusion Provision

It is agreed that this Policy does not apply:

(a)                     toliability imposed by or arising from any nuclear liability act, law or statuteor any law amendatory thereof; nor

(b)                    tobodily injury or property damage with respect to which an Insured under thisPolicy is also insured under a contract of nuclear energy liability insurance(whether the Insured is unnamed in such contract and whether or not it islegally enforceable by the Insured) issued by the Nuclear Insurance Associationof Canada or any other insurer or group or pool of insurers or would be anInsured under any such policy but for its termination upon exhaustion of itslimit of liability; nor

(c)                     tobodily injury or property damage resulting directly or indirectly from thenuclear energy hazard arising from:

(i)                       theownership, maintenance, operation or use of a nuclear facility by or on behalfof an Insured;

(ii)                    thefurnishing by an Insured of services, materials, parts or equipment inconnection with the planning, construction, maintenance, operation or use ofany nuclear facility; and

(iii)                 the possession, consumption, use,handling, disposal or transportation of fissionable substances, or of otherradioactive material (except radioactive isotopes, away from a nuclearfacility, which have reached the final stage of fabrication so as to be usablefor any scientific, medical, agricultural, commercial or industrial purpose)used, distributed, handled or sold by an Insured.

As used in this Policy:

(1)                     Theterm “nuclear energy hazard” means the radioactive, toxic, explosive, or otherhazardous properties of radioactive material;

(2)                     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 law amendatory thereof as being prescribed substances capable ofreleasing atomic energy, or as being requisite for the production, use orapplication of atomic energy;

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The term “nuclear facility” means

(a)                     anyapparatus designed or used to sustain nuclear fission in a self-supportingchain reaction or to contain a critical mass of plutonium, thorium and uraniumor any one or more of them;

(b)                    anyequipment or device designed or used for (i) separating the isotopes ofplutonium, thorium and uranium or any one or more of them, (ii) processing orutilizing spent fuel, or (iii) handling, processing or packaging waste;

(c)                     anyequipment or device used for the processing, fabricating or alloying ofplutonium, thorium or uranium enriched in the isotope uranium 233 or in theisotope uranium 235, or any one or more of them if at any time the total amountof such material in the custody of the Insured at the premises where suchequipment or device is located consists of or contains more than 25 grams ofplutonium or uranium 233 or any combination thereof, or more than 250 grams ofuranium 235;

(d)                    anystructure, basin, excavation, premises or place prepared or used for thestorage or disposal of waste radioactive material;

and includes the site on which any of the foregoing islocated, together with all operations conducted thereon and all premises usedfor such operations.

(4)                    Theterm “fissionable substance” means any prescribed substance that is, or fromwhich can be obtained, a substance capable of releasing atomic energy bynuclear fission.

(5)                    Withrespect to property, loss of use of such property shall be deemed to beproperty damage.

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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