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                                                                EXHIBIT 10.28

                             SPECIAL ENDORSEMENT
                                      TO
                   RETROCESSIONAL AGREEMENT NO. 8DDDR01-C122
                         (HEREINAFTER "ENDORSEMENT")



This Endorsement is made by and among AMERICAN RE-INSURANCE COMPANY,
Princeton, New Jersey (hereinafter "Reinsurer"), INTER-OCEAN REINSURANCE
COMPANY LTD., Hamilton, Bermuda (hereinafter "Company"), and ZENITH INSURANCE
COMPANY, CALFARM INSURANCE COMPANY, ZNAT INSURANCE COMPANY and ZENITH STAR
INSURANCE COMPANY, (collectively hereinafter "Payee"). This Endorsement is
part of and shall be attached to Retrocessional Agreement No. 8DDDR01-C122
(hereinafter "Retrocessional Agreement") and pertains to the Agreement
identified below (hereinafter "Agreement").

For value received, the Reinsurer, the Company and the Payee hereby agree
that, with respect to the Company's loss payment obligations arising under
the Agreement, which Agreement is reinsured in whole or in part by the
Reinsurer under the Retrocessional Agreement:

1.   In the event the Company is declared insolvent and placed in liquidation
     by a court of competent jurisdiction, and is therefore unable to pay any
     loss for which the Company would otherwise be legally liable under the
     Agreement, the Reinsurer shall become liable to pay amounts due to the
     Company under the Retrocessional Agreement directly to Zenith Insurance
     Company acting as agent to the Payee.

2.   The Reinsurer's obligation to make payments pursuant to this Endorsement
     shall be limited by the Company's liability under the terms, limits and
     conditions contained in the Agreement.

3.   Any payment by the Reinsurer pursuant to this Endorsement shall be, to
     the extent of such payment, in substitution, satisfaction and discharge of
     the Reinsurer's reinsurance obligation to the Company, its liquidators,
     receiver, or statutory successor under the Retrocessional Agreement.
     Neither this Endorsement, nor any other provision of the Retrocessional
     Agreement or the Agreement, shall be construed in a manner which would
     subject the Reinsurer to liability for a duplicative payment of losses
     reinsured under the Retrocessional Agreement.

4.   In the event of a claim by the Payee against the Reinsurer pursuant to
     this Endorsement, the Reinsurer shall be entitled to all rights of the
     Company under the Agreement, including but not limited to salvage and
     subrogation rights and any rights the Company may have to collateral which
     secures obligations arising under the Agreement.

5.   In the event the Agreement is terminated or expires, or upon the
     cessation of all liability of the Company under the Agreement, this
     Endorsement shall simultaneously and automatically terminate.



                      [Logo of INTER-OCEAN REINSURANCE COMPANY LTD.]

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6.   The provisions of this Endorsement only shall apply with respect to the
     Agreement listed below:

     Aggregate Excess of Loss Reinsurance Agreement No.: 8DDD999-A122

     Agreement effective date: August 1, 1998

7.   Except as expressly herein stated, nothing herein contained shall vary,
     alter or amend the terms, conditions, or limitation of the Retrocessional
     Agreement endorsed hereby.

8.   There shall be no modification of, or change in, the terms of this
     Endorsement without the prior written approval of the parties to this
     Endorsement.


IN WITNESS WHEREOF the authorized parties hereto have executed this
Endorsement in triplicate to be effective on this 1st day of August, 1998.


AMERICAN RE-INSURANCE                         INTER-OCEAN REINSURANCE
COMPANY                                       COMPANY LTD.

/s/ Dominic Addesso                           /s/ Michael Sullivan
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ZENITH INSURANCE COMPANY,
CALFARM INSURANCE COMPANY,
ZNAT INSURANCE COMPANY and
ZENITH STAR INSURANCE COMPANY

/s/ John J. Tickner
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                     [Logo of INTER OCEAN REINSURANCE COMPANY LTD.]