<PAGE>

                                                                    EXHIBIT 10.9




                               DATED May 15, 2002









                                 TRUST AGREEMENT









                   ------------------------------------------

                            "The Patriot 2002 Trust"

                   ------------------------------------------






                            Appleby Spurling & Kempe
                                   Cedar House
                                 41 Cedar Avenue
                                 Hamilton HM 12
                                     Bermuda



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                             The Patriot 2002 Trust

                                      INDEX

<TABLE>
<CAPTION>
Clause                Subject                                                                       Page
------                -------                                                                       ----
<C>                                                                                                 <C>
1.   Definitions and Construction........................................................................1
2.   Name and Proper Law.................................................................................5
3.   Deposit of Assets into the Trust Fund...............................................................5
4.   The Trust Fund......................................................................................5
5.   Powers regarding Assets and Income .................................................................5
6.    Investment of Trust Fund...........................................................................7
7.    Additional Powers..................................................................................7
      Power to Manage as if Absolute Owner...............................................................8
      Power to Receive Additions.........................................................................8
      Power to Vote and Give Proxies.....................................................................8
      Power to Keep Trust Fund Abroad....................................................................8
      Power to Pay Duties................................................................................9
      Power to Execute Documents.........................................................................9
      Power to Prosecute and Defend......................................................................9
      Power to Distribute in Specie......................................................................9
      Power to Seek Legal Advice........................................................................10
      Power to Appoint Investment Advisor...............................................................10
      Power to Delegate Generally.......................................................................11
      Power to Act notwithstanding Personal Interest....................................................11
8.    Additional Rights and Duties of the Trustee.......................................................11
9.    Trustee's Remuneration............................................................................12
10.  Indemnity..........................................................................................12
11.  Receipt of Income..................................................................................13
12.  Protection of Third Parties........................................................................13
13.  Trustee acting as Director etc. and Agent..........................................................13
14.  Overseeing Management of Companies.................................................................14
15.  Trustee's Discretion...............................................................................14
16.  Notice.............................................................................................14
17.  Severability ......................................................................................15
18.  Succession and Assigns.............................................................................15
19.  Appointment and Retirement of Trustee..............................................................15
20.  Settlor's Power to Change Proper Law and Forum.....................................................16
21.  Counterparts.......................................................................................17
22.  Power to Vary......................................................................................17
23.  Termination of the Trust...........................................................................17
24.  Arbitration........................................................................................18
25.  Irrevocable Trust Agreement........................................................................19
     FIRST SCHEDULE.....................................................................................19
     SECOND SCHEDULE....................................................................................19
     THIRD SCHEDULE.....................................................................................20
     FOURTH SCHEDULE....................................................................................21
</TABLE>


<PAGE>


THIS TRUST AGREEMENT is made the 15th day of May, 2002 AMONG SELECT REINSURANCE
LTD, a reinsurance company incorporated under the laws of Bermuda (the
"Settlor"), CAPITAL G TRUST LIMITED, a licensed trust company incorporated under
the laws of Bermuda (the "Original Trustee") and PXRE REINSURANCE LTD, a
reinsurance company incorporated under the laws of Bermuda (the "Beneficiary").

W H E R E A S :

(A)      The Settlor and the Beneficiary have entered into certain Reinsurance
         Agreements (the "Reinsurance Agreements") set forth in the First
         Schedule; and
(B)      The Settlor has agreed to secure payment of all Obligations from time
         to time owing by the Settlor to the Beneficiary under or in connection
         with the Reinsurance Agreements; and
(C)      The Beneficiary has issued the Policy in favour of the Settlor; and
(D)      The Settlor desires to transfer to the Trustee the sum of money
         specified in the Second Schedule and anticipates it will transfer or
         otherwise place under the control of the Trustee further assets by way
         of addition to the Trust Fund in order to secure Obligations under or
         in connection with the Reinsurance Agreements; and
(E)      The Settlor and the Beneficiary have further agreed that the Assets
         shall be applied to secure the obligations of the Beneficiary under the
         Policy; and
(F)      The Trustee has agreed to act as trustee hereunder and to hold the
         Trust Fund upon the terms of this Trust Agreement for the benefit of
         the Beneficiary and the Settlor, such that the Assets of the Trust Fund
         shall be held for the benefit of the Beneficiary while Obligations
         remain outstanding provided that there has not been an Event of
         Insolvency on the part of the Beneficiary; and for the Settlor in the
         event that no Obligations remain outstanding or in the event that there
         are certain monies owed under the Policy and there has been an Event of
         Insolvency, and such that the Income of the Trust Fund shall be held
         for the Settlor; and
(G)      This Trust Agreement is made for the benefit of the Beneficiary and the
         Settlor and to set forth the duties and powers of the Trustee with
         respect to the Trust Fund.

NOW THIS DECLARATION WITNESSES as follows:

1.       Definitions and Construction

         In this Declaration, wherever the context permits, the following
         definitions and rules of construction shall apply:

         1.1      "Affiliate" means, with respect to any company, a company
                  which directly, or indirectly through one or more
                  intermediaries, controls or is controlled by, or is under
                  common control with, such company;
<PAGE>

         1.2      "Asset" means any asset deposited in the Trust Fund (being
                  collectively referred to as "Assets";

         1.3      "Authorised Signatory" means in relation to the Trust or the
                  Trust Fund or to matters relating thereto, any person who is
                  identified by respectively the Beneficiary and the Settlor as
                  an authorised signatory from time to time. A certificate of
                  the corporate secretary of the Beneficiary or the Settlor may
                  be received and accepted by the Trustee as conclusive evidence
                  of, or a change of, an Authorised Signatory who may provide
                  written or telefaxed directions or instructions on behalf of
                  the Settlor or the Beneficiary, as the case may be, and may be
                  considered as remaining in full force and effect until receipt
                  by the Trustee of written notice to the contrary from the
                  Settlor or the Beneficiary, as the case may be;

         1.4      "Beneficiary" means PXRE Reinsurance Ltd. or its successors or
                  assigns including in liquidation;

         1.5      "Business Day" means any week day on which business is
                  transacted in Bermuda which is not a public holiday;

         1.6      "company" means any body, incorporated or established in any
                  part of the world, which has a legal existence independent of
                  that of its members;

         1.7      "control" (including the related terms "controlled by" and
                  "under common control with") means the ownership, directly or
                  indirectly, of more than fifty percent (50%) of the voting
                  shares of a company;

         1.8      "deed" means any instrument in writing which is signed,
                  witnessed and dated, or otherwise validly executed in
                  accordance with the law of the place where it is executed;

         1.9      "Designee" means a person designated in a Withdrawal Notice to
                  receive Assets on behalf of the Beneficiary;

         1.10     "Event of Insolvency" means an event whereby the Beneficiary
                  or PXRE Reinsurance Company has become subject to an
                  insolvency, liquidation, rehabilitation proceedings,
                  administrative supervision or governmental action related to
                  the impaired financial position of the Beneficiary or PXRE
                  Reinsurance Company;

         1.11     "Income" means any interest, dividends and other income which
                  is paid with respect to the Assets;

         1.12     "Income Account" means a separate account established and
                  maintained by the Settlor at the office of the Trustee for the
                  receipt of Income in respect of Assets in the Trust Fund;
<PAGE>

         1.13     "Obligations" means, with respect to the Reinsurance
                  Agreements, the Settlor's share of (i) ultimate net losses,
                  reinsurance losses, allocated loss adjustment expenses,
                  contingent commissions, no claim bonuses, profit commissions
                  and return premiums upon cancellation, paid by the Beneficiary
                  but not recovered from the Settlor; (ii) reserves for
                  reinsured losses reported and outstanding; (iii) reserves for
                  reinsured losses incurred but not reported; (iv) reserves for
                  allocated loss adjustment expenses; (v) commissions, no claim
                  bonuses and profit commissions owed by the Beneficiary to
                  third parties. If, for any reason, the Trustee pays its
                  remuneration or any other amounts to or for the account of the
                  Trustee out of the Assets of the Trust Fund, the Obligations
                  shall be reduced by such amounts, unless the payment relates
                  to Indemnity provided by the Settlor as outlined in Clause
                  10.1 of this Trust Agreement.

         1.14     "Parent" means an institution which, directly or indirectly,
                  controls another institution;

         1.15     "person" includes any individual, company, partnership and
                  unincorporated association and any person acting in a
                  fiduciary capacity;

         1.16     "Policy" means the Financial Guarantee Insurance Policy number
                  HB79211346 and dated February 29, 2002 which was issued by the
                  Beneficiary to the Settlor;

         1.17     "Proper Instructions" means written or telefaxed directions,
                  certificates, instructions or consents to be provided by the
                  Settlor or the Beneficiary and signed by an Authorised
                  Signatory of the Settlor or the Beneficiary or either of them
                  as the case may be;

         1.18     the "Proper Law of this Trust" means the law of the
                  jurisdiction under which questions affecting the validity,
                  construction and effect of this Declaration and each and every
                  provision hereof are to be determined;

         1.19     "Subsidiary" means an institution controlled, directly or
                  indirectly, by another institution.

         1.20     the "Trust Fund" means:

                  1.20.1   the sum of money specified in the Second Schedule;

                  1.20.2   all property hereafter paid, transferred to or
                           otherwise placed under the control of and accepted by
                           the Trustee as additions to the Trust Fund and in
                           respect of which a memorandum signed by the Trustee
                           shall be conclusive evidence absent manifest error;
<PAGE>

                  1.20.3    all Income which shall in accordance with the
                            provisions of this Declaration be credited by the
                            Trustee into the Income Account; and

                  1.20.4    the money, investments and other property from time
                            to time representing the sum of money specified in
                            the Second Schedule and the said additions;

         1.21     the "Trust Period" means the period commencing on the date
                  hereof and ending on whichever shall be the earlier of the
                  following days:

                  1.21.1    the day on which shall expire the period of one
                            hundred years from the date hereof; and

                  1.21.2    such day, if any, as (a) the Settlor and the
                            Beneficiary may determine in accordance with the
                            power conferred on them by Clause 23.1, or (b) the
                            Settlor may determine in accordance with the powers
                            conferred on it by Clause 23.2;

         1.22     the "Trustee" means the trustee for the time being hereof;

         1.23     "this Trust" means the trust created by this Trust Agreement;

         1.24     "Withdrawal Notice" means the notice of withdrawal given by
                  the Beneficiary to the Trustee in the form attached as the
                  Third Schedule;

         1.25     "Withdrawal Request" means the withdrawal request given by the
                  Settlor to the Trustee in the form attached as the Fourth
                  Schedule;

         1.26     words denoting any gender shall include both the other genders
                  where appropriate;

         1.27     words denoting the singular shall include the plural and vice
                  versa where appropriate;

         1.28     the index and headings (other than those of the Schedules) in
                  this Declaration are inserted for convenience of reference
                  only and shall have no legal effect, nor shall they affect in
                  any way the construction of any Clause contained herein;

         1.29     any reference to a sub-Clause or paragraph shall, unless the
                  context precludes such a construction, be read as a reference
                  to the particular sub-Clause or paragraph of the Clause or
                  sub-Clause in which the reference occurs;
<PAGE>

2.       Name and Proper Law

         2.1      This Trust shall be known as "The Patriot 2002 Trust" or by
                  such other name as the Trustee may from time to time
                  determine.

         2.2      This Trust is established under, and (subject to Clause 20.1)
                  the Proper Law of this Trust shall be, the laws of Bermuda and
                  the courts of Bermuda shall be the forum for the
                  administration thereof.

3.       Deposit of Assets into the Trust Fund

         3.1      The Settlor shall establish the Trust Fund for the benefit of
                  the Beneficiary and the Settlor and the Trustee shall
                  administer the Trust Fund in its name as trustee for the
                  Beneficiary and the Settlor. The Trust Fund shall be subject
                  to withdrawal by the Beneficiary and the Settlor as provided
                  herein.

         3.2      The Settlor may transfer such Assets to the Trustee, for
                  deposit into the Trust Fund, as it may from time to time
                  desire.

 4.      The Trust Fund

         The Trustee shall hold the Trust Fund and the income thereof UPON TRUST
         for the Beneficiary and the Settlor to pay and apply the same in such
         manner as set out in Clause 5 below.

5.       Powers regarding Assets and Income

         5.1      Unless the Trustee has received Proper Instructions from the
                  Settlor stating that there has been an Event of Insolvency or
                  a claim under the Policy is outstanding, and subject to the
                  provisions of Clauses 5.2 to 5.9, the Trustee shall, during
                  the Trust Period, without notice to the Settlor, pay,
                  transfer, appropriate or apply the whole or any part of the
                  Assets of the Trust Fund to or for the benefit of the
                  Beneficiary in such manner as the Beneficiary shall direct by
                  a Withdrawal Notice. Subject to the foregoing, upon receipt of
                  a Withdrawal Notice, the Trustee shall immediately take all
                  steps that are necessary to transfer and deliver the Assets
                  specified in the Withdrawal Notice to, or for the account of,
                  the Beneficiary or any Designee.

         5.2      The Beneficiary hereby covenants with the Settlor that it
                  shall make withdrawals from the Trust Fund and use and apply
                  any Assets withdrawn from the Trust Fund only to pay or
                  reimburse the Beneficiary for the unpaid or unreimbursed
                  portion of the Settlor's share of the Obligations as specified
                  in Clause 1.13(i) after netting any such amounts against
                  amounts owed to the Settlor by the Beneficiary.
<PAGE>

         5.3      The Trustee shall have no responsibility whatsoever to
                  determine that any Assets withdrawn from the Trust Fund
                  pursuant to Clause 5.1 of this Trust Agreement will be used
                  and applied in the manner contemplated by Clause 5.2.

         5.4      When the Trustee is directed to deliver Assets against
                  payment, delivery will be made in accordance with the
                  procedures applicable to the Asset class, or if none are
                  provided, then within five (5) Business Days. Assets in the
                  Trust Fund shall be valued according to their current fair
                  market value.

         5.5      No Assets shall be withdrawn from the Trust Fund or used in
                  any manner for paying compensation to, or reimbursing expenses
                  of, or indemnifying, the Trustee except for indemnification
                  provided by the Settlor to the Trustee under Clause 10.1.

         5.6      All Income in respect of Assets in the Trust Fund shall be for
                  the benefit of the Settlor and shall be deposited by the
                  Trustee in the Income Account.

         5.7      Notwithstanding any provision to the contrary, if the Trustee
                  has received Proper Instructions from the Settlor stating that
                  there has been an Event of Insolvency or a claim under the
                  Policy is outstanding, the Trustee shall provide a copy of
                  such Proper Instructions to the Beneficiary forthwith and pay
                  and transfer to or for the account of the Settlor such part of
                  the Assets of the Trust Fund as is stated in the Withdrawal
                  Request accompanying the Proper Instructions to be required to
                  settle the amounts outstanding under the Policy or which the
                  Settlor instructs should be set aside pending determination of
                  the amount due under the Policy due to an Event of Insolvency,
                  unless objected to in writing by the Beneficiary to the
                  Settlor and Trustee within five (5) Business Days of the
                  notice from the Trustee of Settlor's Proper Instructions, and
                  if so objected to, then as jointly instructed by the Settlor
                  and the Beneficiary or as directed by an arbitration award
                  entered in accordance with procedures set out in Clause 24
                  that is no longer subject to appeal. Any Assets remaining
                  thereafter shall be paid as otherwise provided for in this
                  Trust Agreement.

         5.8      In the event that the value of the Assets exceeds one-hundred
                  percent (100%) of the amount required to fund the Obligations
                  as determined by the Settlor, the Trustee shall, during the
                  Trust Period, pay, transfer, appropriate or apply such part of
                  the Assets of the Trust Fund to or for the benefit of the
                  Settlor in such manner as the Settlor shall direct by a
                  Withdrawal Request to the Trustee. Upon receipt of a
                  Withdrawal Request the Trustee shall immediately take all
                  steps which are necessary to transfer and deliver the Assets
                  specified in the Withdrawal Request to, or for the account of,
                  the Settlor.
<PAGE>

         5.9      In the event that all the Obligations of the Settlor have been
                  discharged, as jointly agreed by the Beneficiary and the
                  Settlor, or determined in an arbitration award that is no
                  longer subject to appeal, issued under the arbitration
                  procedures as set out in Clause 24, the Trustee shall, subject
                  its statutory rights for payment of sums due to it, pay,
                  transfer, appropriate or apply the whole or any part of the
                  Trust Fund, to or for benefit of the Settlor.

6.       Investment of Trust Fund

         6.1      Subject to Clause 6.2 trust monies to be invested under the
                  trusts hereof may be applied or invested in the purchase or
                  acquisition of or upon the security of such stocks, bonds,
                  shares of private investment partnerships, limited partnership
                  interests, shares of hedge fund companies, securities (whether
                  bearing interest or paying dividends or not), other
                  investments (including derivative investments) or property of
                  whatever nature and wheresoever situate, whether producing
                  income or not or upon personal or other credit, with or
                  without security.

         6.2      The Trustee shall at all times be bound by and only act upon
                  the directions of the Settlor in the investment of the Trust
                  Fund and the Trustee shall not be liable for any loss
                  occasioned thereby and any loss incurred by reason of acting
                  upon such a direction shall be borne by the Trust Fund solely.

         6.3      The Settlor shall have the power to instruct the Trustee to
                  deliver any Assets as instructed by the Settlor provided that
                  the Trustee receives, simultaneously with or prior to such
                  delivery, Assets of the same or greater value than those
                  delivered out as determined by the Settlor.

         6.4      The Settlor shall have the power to exercise all rights with
                  respect to the Assets that the owner of record would have the
                  right to exercise provided the value of the Trust Fund is not
                  less than the amount of the Obligations by virtue of the
                  exercise of any such rights.

7.       Additional Powers

         7.1      The Trustee shall, during the Trust Period and such further
                  period (if any) as the law shall allow, have the following
                  additional powers:

<PAGE>

                  Power to Manage as if Absolute Owner

                  7.1.1      subject to Clause 6.2. and 6.4, power to effect any
                             transaction concerning or affecting any part of the
                             Trust Fund or any other property whatsoever, if the
                             Trustee considers the transaction is for the
                             benefit of the Trust Fund or of the Beneficiary or
                             the Settlor or any of them, as if the Trustee were
                             an absolute owner beneficially entitled to the
                             Trust Fund;

                  Power to Receive Additions

                  7.1.2      power to receive any property as an addition to
                             the Trust Fund;

                  Power to Vote and Give Proxies

                  7.1.3      with respect to any investments constituting the
                             whole or part of the Trust Fund, the Trustee shall
                             forward all annual and interim company reports and
                             all proxies and proxy materials relating to the
                             Assets to the Settlor who shall have the full and
                             unqualified right to vote in respect of such
                             Assets;

                  Power to Keep Trust Fund Abroad

                  7.1.4      (a) power to keep the whole or any part of the
                             Trust Fund either within or outside Bermuda and, if
                             the Trustee think fit, to hold in any part of the
                             world all or any securities or other property in
                             bearer form or in the names of the Trustee or in
                             the name of some other appointed nominee without
                             disclosing the fiduciary relationship, with power
                             to remunerate such nominee, provided the Trustee
                             acts in a prudent manner in holding assets in the
                             name of a third party or outside Bermuda and such
                             action by the Trustee will not subject the Assets
                             of the Trust Fund, the Settlor or the Beneficiary
                             to any form of taxation, duties or other
                             governmental charges in any jurisdiction.

                             (b) Unless consented to by the Settlor, if the
                             Trustee voluntarily moves the Assets from where
                             such Assets were originally domicilied when
                             contributed to the Trust Fund by the Settlor, then
                             any resulting duties, fees, taxes or other
                             governmental charges shall be for the account of
                             the Trustee and paid directly by the Trustee or
                             restored by the Trustee to the Trust Fund if paid
                             therefrom. Additionally, if the voluntary movement
                             of such Assets by the Trustee allows them to be
                             attached or levied upon in any dispute, the
                             reduction in Assets shall be restored by the
                             Trustee. This provision 7.1.4 (b) shall
                             additionally apply to Clause 7.1.5 below;
<PAGE>

                  Power to Pay Duties

                  7.1.5     in the event of any duties, fees, taxes or other
                            governmental charges whatsoever becoming payable in
                            any part of the world in respect of the Trust Fund
                            or any part thereof in any circumstances whatsoever,
                            power to pay all such duties, fees, taxes or other
                            governmental charges out of the Trust Fund or the
                            income thereof, with discretion as to the time and
                            manner in which the said duties, fees, taxes or
                            other governmental charges shall be paid and the
                            Trustee may pay such duties, fees, taxes or other
                            governmental charges notwithstanding that the same
                            shall not be recoverable from the Trustee, except in
                            circumstances covered by Clause 7.1.4, or from the
                            Beneficiary or that the payment shall not be to the
                            advantage of the Beneficiary;

                  Power to Execute Documents

                  7.1.6     subject to Clause 6.4, power to make, execute and
                            deliver deeds, assignments, transfers, and other
                            instruments, sealed and unsealed but only to carry
                            out its delivery obligations hereunder;

                  Power to Prosecute and Defend

                  7.1.7      subject to Clause 6.4, power to institute,
                             prosecute and defend any suits or actions or other
                             proceedings affecting the Trustee in respect of the
                             Trust or the Trust Fund and to compromise any such
                             matter of difference or to submit such matter to
                             arbitration and to compromise or compound any debt
                             owing to the Trustee or any other claims in respect
                             of the Trust or the Trust Fund and to adjust any
                             disputes in relation to such debts or claims
                             against them as such Trustee upon evidence that to
                             the Trustee shall seem sufficient;

                  Power to Distribute in Specie

                  7.1.8     power to make any distribution of the Assets of the
                            Trust Fund pursuant to the trusts hereof in cash or
                            in kind or partly in cash and partly in kind;
<PAGE>

                  Power to Seek Legal Advice

                  7.1.9     power, at the expense of the Beneficiary, to seek
                            the opinion or advice of legal counsel concerning
                            any question arising under this Trust Agreement or
                            on any matter in any way relating to the Trust Fund
                            or the duties of the Trustee in connection with this
                            Trust and the Trustee shall not be liable for any
                            action taken in good faith pursuant to or otherwise
                            in accordance with the opinion or advice of such
                            counsel;

                  Power to Appoint Investment Advisor

                  7.1.10    at the written direction of the Settlor only, power
                            to engage the services of such investment counsel,
                            advisor or manager (the "Investment Advisor") as the
                            Trustee may from time to time think fit and that is
                            approved by the Settlor (including any Trustee or
                            any Parent, Subsidiary or Affiliate of a corporate
                            Trustee) in order to obtain advice on the investment
                            and reinvestment of the Trust Fund and to delegate
                            to the Investment Advisor, without being liable for
                            any consequential loss, discretion to manage the
                            investments comprised in the Trust Fund or any part
                            thereof and to make such changes therein and to deal
                            in such manner therewith as the Investment Advisor
                            may from time to time think fit if such power was
                            approved in advance by the Settlor and, for that
                            purpose, to deposit with or transfer into the name
                            or under the control of the Investment Advisor all
                            or any of the investments comprised in the Trust
                            Fund. If an Investment Advisor is used, such
                            Investment Advisor shall be remunerated separately
                            by the Settlor with its own funds and the Assets
                            shall not be used for such remuneration.;

                  7.1.11    the Trustee shall not be required to enquire into
                            nor be in any manner responsible for any change in
                            the legal status of the Investment Advisor, whether
                            resulting from the death of any director thereof or
                            its reorganisation, incorporation, merger,
                            consolidation or otherwise;

                  7.1.12    subject to Clause 9.8, the Trustee shall not be
                            liable for any action taken or not taken by the
                            Investment Advisor or for any action taken by the
                            Trustee pursuant to or otherwise in accordance with
                            the advice of the Investment Advisor, howsoever
                            communicated;

<PAGE>


                  Power to Delegate Generally

                  7.1.13    subject to prior approval of the Beneficiary and
                            Settlor, power to delegate to any person at any time
                            for any period and in any manner and upon any terms
                            whatever, the execution or exercise of the trusts,
                            powers and discretions (or any one or more of them)
                            imposed or conferred on the Trustee by this Trust
                            Agreement or by law or otherwise, and (subject to
                            Clause 8.7) the Trustee shall not be liable for any
                            acts or defaults of any such delegate or any loss to
                            the Trust Fund resulting therefrom;

                  Power to Act notwithstanding Personal Interest

                  7.1.14    subject to the other provisions of the Trust
                            Agreement, power to enter into any transaction
                            concerning the Trust Fund (a) notwithstanding that
                            the Trustee may be interested in the transaction
                            other than as a Trustee and (b) without being liable
                            to account for any reasonable incidental profit;

8.       Additional Rights and Duties of the Trustee

         8.1      The Trustee shall notify the Settlor and the Beneficiary in
                  writing within five (5) Business Days following each deposit
                  to, or withdrawal from, the Trust Fund.

         8.2      Before accepting any Asset for deposit to the Trust Fund, the
                  Trustee shall determine that such Asset is in such form that
                  the Beneficiary, or the Trustee upon direction by the
                  Beneficiary, may, whenever necessary, negotiate such Asset in
                  accordance with the terms of this Trust Agreement without
                  consent or signature from the Settlor or any other person or
                  entity other than the Trustee.

         8.3      The Trustee may deposit any Assets in the Trust Fund in a
                  book-entry account maintained at the Federal Reserve Bank of
                  New York or in United States' depositories such as the
                  Depository Trust Company. Assets may be held in the name of a
                  nominee maintained by the Trustee or by any such depository.

         8.4      The Trustee shall accept and open all mail directed to the
                  Settlor or the Beneficiary in care of the Trustee.

         8.5      The Trustee shall furnish to the Settlor and the Beneficiary a
                  statement of all Assets in the Trust Fund upon the inception
                  of the Trust Fund and at the end of each calendar quarter
                  thereafter within t hirty (30) calendar days after the end of
                  such calendar quarter.
<PAGE>

         8.6      Upon the request of the Settlor or the Beneficiary, the
                  Trustee shall promptly permit the Settlor or the Beneficiary,
                  their respective agents, employees or independent auditors to
                  examine, audit, excerpt, transcribe and copy, during the
                  Trustee's normal business hours, any books, documents, papers
                  and records relating to the Trust Fund or the Assets.

         8.7      The duties and obligations of the Trustee shall only be such
                  as are specifically set forth in this Trust Agreement, as it
                  may from time to time be amended, and no implied duties or
                  obligations shall be read into this Trust Agreement against
                  the Trustee. The Trustee shall be liable only for its own
                  negligence, wilful misconduct, dishonesty or fraud.

         8.8      No provision of this Trust Agreement shall require the Trustee
                  to take any action which, in the Trustee's reasonable
                  judgment, would result in any violation of this Trust
                  Agreement or any provision of law.

9.       Trustee's Remuneration

         9.1      The Trustee shall be entitled to remuneration for its services
                  in such amount and at such times as may from time to time be
                  agreed between the Trustee and the Beneficiary or, in default
                  of agreement, in accordance with its published terms and
                  conditions from time to time in force.

         9.2      The Beneficiary shall pay or reimburse the Trustee for all of
                  the Trustee's expenses and disbursements in connection with
                  its duties under this Trust Agreement (including reasonable
                  attorney's fees and expenses), except any such expense or
                  disbursement as may arise from the Trustee's negligence,
                  wilful misconduct, dishonesty or fraud.

10.      Indemnity

         10.1     The Beneficiary shall indemnify the Trustee for, and hold it
                  harmless against, any loss, liability, costs or expenses
                  (including reasonable attorney's fees and expenses) (unless
                  the Settlor is the cause of such loss, liability, costs or
                  expenses including reasonable attorney's fees and expenses, in
                  which case the Settlor, and not the Beneficiary will indemnify
                  the Trustee), incurred without negligence, wilful misconduct,
                  dishonesty or fraud on the part of the Trustee, arising out of
                  or in connection with the performance of the Trustee's
                  obligations in accordance with the provisions of the Trust
                  Agreement, including any loss, liability, costs or expenses
                  arising out of or in connection with the status of the Trustee
                  and its authorized nominee as the holder of records of the
                  Assets. The Settlor and the Beneficiary acknowledge that the
                  foregoing indemnities shall survive the resignation of the
                  Trustee or the termination of this Trust Agreement.
<PAGE>

         10.2     No Trustee shall be bound to take any proceedings against a
                  former trustee hereof for any breach or alleged breach of
                  trust committed or suffered by such former trustee.

11       Receipt of Income

         Unless the Trustee in its discretion shall otherwise determine, all
         Income received by the Trustee shall be treated for all purposes hereof
         as Income at the date of receipt, irrespective of the period in
         relation to which such Income shall have been earned.

12       Protection of Third Parties

         12.1     No person dealing with the Trustee and no purchaser on any
                  sale made by the Trustee shall be concerned to enquire into
                  the propriety or validity of any act of the Trustee or to see
                  to the application of any money paid or property transferred
                  to or upon the order of the Trustee;

         12.2     No company any of whose securities are comprised in the Trust
                  Fund and no purchaser or person dealing with any person
                  purporting to act under any delegation of authority from any
                  Trustee shall be required to ascertain or enquire whether a
                  case exists in which such delegation is permitted or whether
                  such delegated authority is still subsisting;

         12.3     When anything is dependent upon the value of any property or
                  the existence of any fact, the certificate of the Trustee as
                  to such value or fact shall be conclusive in favour of anyone
                  acting thereon in good faith.

13.      Trustee acting as Director etc. and Agent

         Any Trustee and, in particular, any corporate Trustee and any Parent,
         Subsidiary or Affiliate of such corporate Trustee may be appointed by
         the Trustee, subject to any requirements of this Trust Agreement, to
         undertake and transact any business or to do any act requiring to be
         transacted or done in the execution of the Trust hereof (in particular,
         without prejudice to the generality of the foregoing, in exercise by
         the Trustee of the powers contained in Clause 7.1.10) and, in any such
         case, shall be entitled to charge and be paid and to retain for its own
         account all usual professional and other fees and commissions normally
         paid for such services in the ordinary course of business.
<PAGE>

14.      Overseeing Management of Companies

         The Trustee shall not be required to interfere in the management or
         conduct of the business of any company whose securities comprise the
         whole or part of the Trust Fund. Where the Trustee's holding of such
         securities is sufficient to confer voting control of such a company,
         the Trustee shall nevertheless from time to time use reasonable
         endeavours to obtain such information from the company as would be made
         available to a non-executive director in order to satisfy itself (as
         far as may be possible from such information) that the affairs of the
         company are being properly managed. In the absence of any notice to the
         contrary, the Trustee shall be at liberty to leave the conduct of the
         company's business, including the payment or non-payment of dividends,
         wholly to the company's directors. At the request of the Settlor and at
         its expense, the Trustee shall cooperate with the Settlor in obtaining
         information regarding property in the Trust Fund.

15.      Trustee's Discretion

         Except as otherwise expressly herein mentioned, every discretion or
         power hereby conferred upon the Trustee shall be an absolute and
         unfettered discretion or power and the Trustee shall not be obliged to
         give to any beneficiary any reason or justification for the exercise or
         non-exercise of any such discretion or power and no Trustee shall be
         held liable for any loss or damage occurring as a result of its
         concurring or refusing or failing to concur in any exercise or
         non-exercise of any such discretion or power.

16.      Notices

         Unless otherwise provided in this Trust Agreement, all notices,
         directions, requests, demands, acknowledgements and other
         communications required or permitted to be given or made under the
         terms hereof shall be in writing and shall be deemed to have been duly
         delivered, given or made when received if delivered personally, by
         facsimile, telex, telegraph, telecopier or by recognised major
         overnight courier service (fees prepaid), and if addressed as follows:

                  If to the Settlor:

                  Select Reinsurance Ltd
                  Victoria Hall, 3rd Floor
                  Victoria Street
                  Hamilton HM11
                  Bermuda
                  Attention:  Sr. Vice President or Treasurer
                  Facsimile:  441 296-8459
<PAGE>


                  If to the Trustee:

                  Capital G Trust Limited
                  21-25 Reid Street
                  Hamilton HM EX
                  Bermuda
                  Attention:  Managing Director
                  Facsimile:  441 296-7701

                  If to the Beneficiary:

                  PXRE Reinsurance Ltd
                  99 Front Street
                  Hamilton HM11
                  Bermuda
                  Attention:  Jeffrey L. Radke
                  Facsimile: 441 296-6162

         Each party may from time to time designate a different address for
         notices, directions, requests, demands, acknowledgements and other
         communications by giving written notice of such change to the other
         parties.

17.      Severability

         In the event that any provision of this Trust Agreement shall be
         declared invalid or unenforceable by any regulatory body or court
         having jurisdiction, such invalidity or unenforceability shall not
         affect the validity or enforceability of the remaining portions of this
         Trust Agreement.

18.      Successors and Assigns

         Neither the Beneficiary nor the Settlor may assign this Trust Agreement
         nor any of its rights or obligations hereunder without the prior
         consent of the other party.

19.      Appointment and Retirement of Trustee

         19.1     The Trustee may resign at any time by giving not less than
                  ninety (90) calendar days written notice of such resignation
                  to the Beneficiary and to the Settlor. The Trustee may be
                  removed by the Settlor's and Beneficiary's joint agreement
                  (with any dispute being resolved under the aribitration
                  procedures as set out in Clause 24) and delivery of not less
                  than ninety (90) calendar days written notice of such removal
                  to the Trustee (which may be shortened by the Settlor and
                  Beneficiary if the Trustee has violated the standard of care
                  set forth in Clause 8.7); such resignation, subject to the
                  provisions of Clause 19.3 below, or removal, shall become
                  effective on or after the notice period upon (i) the
                  appointment of a successor trustee by the Settlor and the
                  Beneficiary (with any dispute being resolved under the
                  aribitration procedures as set out in Clause 24), (ii) the
                  acceptance of such appointment by the successor Trustee and
                  (iii) the transfer of all Assets in the Trust Fund to such
                  successor Trustee in accordance with Clause 19.2.
<PAGE>

         19.2     Any successor Trustee shall be a licensed trust company and
                  shall not be a Parent, Subsidiary or an Affiliate of the
                  Settlor or the Beneficiary. The successor Trustee shall
                  succeed and become vested with all the rights, powers,
                  privileges and duties of the resigning or removed Trustee, and
                  the resigning or removed Trustee shall be discharged from any
                  future duties and obligations under this Trust Agreement, but
                  the resigning or removed Trustee shall continue after such
                  resignation or removal to be entitled to the benefits of the
                  indemnities provided herein for the Trustee and subject to any
                  liability provided for herein while acting as Trustee
                  hereunder.

         19.3     If the Trustee has sought to resign in accordance with the
                  procedures outlined in Clause 19.1 above and the Settlor and
                  Beneficiary have not appointed a successor trustee within 120
                  days of the Trustee's notice, the Trustee shall have the power
                  to apply to the supreme court in Bermuda to be relieved of its
                  responsibilities and to have the Assets of the Trust Fund
                  transferred to such court. Upon approval by the court, the
                  resigned Trustee shall be discharged from any future duties
                  and obligations under this Trust Agreement, but the resigned
                  Trustee shall continue after such resignation to be entitled
                  to the benefits of the indemnities provided for herein for the
                  Trustee and subject to any liability provided for herein while
                  acting as Trustee hereunder.

20.      Settlor's Power to Change Proper Law and Forum

         20.1     The Settlor may, at any time and from time to time by deed,
                  change the Proper Law of this Trust to the law of some other
                  jurisdiction in any part of the world and, as from the date of
                  such deed, the law of the jurisdiction named therein shall be
                  the Proper Law of this Trust and the courts of that
                  jurisdiction shall be the forum for the administration
                  thereof, but subject to the powers conferred by this Clause
                  20.1 and until any further change is made hereunder, provided
                  that, notwithstanding anything herein contained, the Settlor
                  shall not exercise such power in any way which might directly
                  or indirectly result in this Trust becoming according to the
                  law applicable thereto illegal, void or voidable or which
                  might change the beneficial interests hereunder.
<PAGE>

         20.2     So often as any change of the Proper Law of this Trust shall
                  be made pursuant to the provisions of Clause 20.1, the Trustee
                  may at any time, either then or thereafter, by deed make such
                  alterations and additions to the trusts, powers and provisions
                  hereof as the Trustee may consider necessary or desirable to
                  ensure that, so far as may be possible, the trusts, powers and
                  provisions hereof shall, mutatis mutandis, be as valid and
                  effective as they were immediately prior to such change.

21.      Counterparts

         This Trust Agreement may be executed in any number of counterparts,
         each of which when so executed and delivered shall constitute an
         original, but such counterparts together shall constitute but one and
         the same Trust Agreement.

22.      Power to Vary

         The parties hereto may, at any time and from time to time, by deed
         supplemental hereto, amend in whole or in part any or all of the
         provisions of this Trust Agreement whether to cure any ambiguity or to
         cure, correct or supplement any provision contained herein or in any
         supplemental deed or deeds or otherwise; provided that any such
         modification that alters or increases the duties or obligations of the
         Trustee shall not be binding upon the Trustee unless such modification
         has been accepted by the Trustee in writing.

23.      Termination of Trust

         23.1     The Trust Fund and this Trust Agreement, except for the
                  indemnities provided herein and the liability of the Trustee
                  for negligence, wilful misconduct, dishonesty or fraud, may be
                  terminated, except as provided in Clause 23.2, only after the
                  Settlor and the Beneficiary have given the Trustee written
                  notice of their joint intention to terminate the Trust (the
                  "Notice of Intention") (with any dispute being resolved under
                  the Aribitration procedures as outlined in Clause 24). The
                  Notice of Intention shall specify the date on which the
                  notifying Party intends the Trust to terminate which shall be
                  not less than 30 nor more than 45 calendar days after the date
                  of the Notice of Intention (the "Proposed Date").

         23.2     The Settlor alone may terminate this Trust Agreement without
                  diminishing the right of the Trustee to indemnity or the
                  Trustee's obligation for past conduct when all Obligations
                  have been satisfied, on notice to the Beneficiary and the
                  Trustee of the Termination Date which shall not be less than
                  30 nor more than 45 calendar days from the date of such notice
                  and subject to Clause 5.9.
<PAGE>

         23.3     On the Termination Date, the Trustee shall transfer to the
                  Settlor any Assets remaining in the Trust Fund, at which time
                  all liability of the Trustee with respect to such Assets shall
                  cease, except for the Trustee's liability for negligence,
                  wilful misconduct, dishonesty or fraud with respect thereto.

24.      Arbitration

         24.1     All matters in difference between the parties arising under,
                  out of or in connection with this Trust Agreement, shall be
                  referred to an arbitration tribunal in the manner hereinafter
                  set out.

         24.2     Unless the parties appoint a sole arbitrator within 14
                  calendar days of one receiving a written request from the
                  other for arbitration, the claimant (the party requesting
                  arbitration) shall appoint his arbitrator and give written
                  notice hereof to the respondent. Within 30 calendar days of
                  receiving such notice, the respondent shall appoint his
                  arbitrator and give written notice thereof to the claimant,
                  failing which the claimant may apply to the appointor
                  hereafter named to nominate an arbitrator on behalf of the
                  respondent.

         24.3     Before they enter upon a reference, the two arbitrators shall
                  appoint a third arbitrator. Should they fail to appoint such a
                  third arbitrator within 30 calendar days of the appointment of
                  the respondent's arbitrator, then either of them or either of
                  the parties may apply to the appointor for the appointment of
                  the third arbitrator. The three arbitrators shall decide by
                  majority. The third arbitrator shall also act as chairman of
                  the tribunal.

         24.4     Unless the parties otherwise agree the arbitration tribunal
                  shall consist of persons (including those who have retired)
                  with not less than ten years' experience of insurance or
                  reinsurance as persons engaged in the industry itself or as
                  lawyers or other professional advisers.

         24.5     The arbitration tribunal shall, so far as is permissible under
                  the law and practice of the place of arbitration, have power
                  to fix all procedural rules for the holding of the arbitration
                  including discretionary power to make orders as to any matters
                  which it may consider proper in the circumstances of the case
                  with regard to pleadings, discovery, inspection of the
                  documents, examination of witnesses and any other matter
                  whatsoever relating to the conduct of the arbitration and may
                  receive and act upon such evidence whether oral or written
                  strictly admissible or not as it shall in its discretion think
                  fit.

         24.6     The appointor shall be the Chairman for the time being of
                  Arias (UK) or if he is unavailable or it is inappropriate for
                  him to act for any reason, such persons as may be nominated by
                  the Committee of Arias (UK). If for any reason such persons
                  decline or are unable to act, then the appointor shall be the
                  nominating committee of the Chartered Institute of
                  Arbitrators, Bermuda Branch.
<PAGE>

         24.7     The place of arbitration may be chosen by the parties, but in
                  default of such choice, the place of arbitration shall be in
                  Bermuda.

         24.8     The arbitration shall be carried out under the law of Bermuda
                  and shall be an international commercial arbitration subject
                  to the provisions of the International Conciliation and
                  Arbitration Act 1993.

         24.9     The arbitral award shall be in writing, shall state reasons
                  for the award, and be final and binding on the parties. The
                  award may include an award of costs, including reasonable
                  attorneys' fees and disbursements. Judgment on the award may
                  be entered by any court having jurisdiction thereof or having
                  jurisdiction over the parties or their assets or the Assets of
                  the Trust Fund.

25.      Irrevocable Trust Agreement

         This Trust Agreement is irrevocable and cannot be varied except in the
         limited circumstances provided in this Trust.



IN WITNESS WHEREOF the parties hereto have caused their Common Seals to be
hereunto affixed the day and year first above written.



                                 FIRST SCHEDULE

              Tower/Legion Aggregate Excess of Loss Retrocessional
                   Reinsurance Agreement dated June 29, 2001



                                 SECOND SCHEDULE

                       Ten United States Dollars (U.S.$10)
<PAGE>

                                 THIRD SCHEDULE

                                WITHDRAWAL NOTICE


To:                        Capital G Trust Limited
                           21-25 Reid Street
                           Hamilton HM EX
                           Bermuda
                           Attention:  Managing Director

THE UNDERSIGNED, PXRE Reinsurance Ltd, hereby notifies Capital G Trust Limited,
as trustee pursuant to the Trust Agreement, dated [ ] 2002, among Select
Reinsurance Ltd., Capital G Trust Limited, as trustee, and the undersigned, (the
"Trust Agreement, capitalised terms not otherwise defined herein are used with
the meaning given in the Trust Agreement), as follows:

1        The Trustee is hereby requested to withdraw from the Trust Fund the
         following Assets.

                        [specify Assets to be withdrawn]

2(a)     The Trustee is hereby requested to deliver the cash Assets described in
         paragraph 1 hereof by wire transfer in immediately available funds for
         the account of the undersigned (Account No. _____________)

2(b)     (i) The Trustee is hereby requested to deliver non-cash Assets by
         liquidating or redeeming the applicable assets and delivering the cash
         proceeds as in (a) above.

         (ii) The Trustee is hereby requested to transfer the non-cash Assets as
instructed below:

         [cross-out the inapplicable sub-paragraph or specify the Assets for
each]

IN WITNESS THEREOF, the duly authorized undersigned has caused this Withdrawal
Notice to be duly executed as of this _______ day of _______________________.


                                              PXRE REINSURANCE LTD.


                                              By_____________________
                                              Name:
                                              Title

<PAGE>


                                 FOURTH SCHEDULE

                               WITHDRAWAL REQUEST


To:             Capital G Trust Limited
                21-25 Reid Street
                Hamilton HM EX
                Bermuda
                Attention:  Managing Director

THE UNDERSIGNED, Select Reinsurance Ltd, hereby notifies Capital G Trust
Limited, as trustee pursuant to the Trust Agreement, dated [ ] 2002, among the
undersigned, Capital G Trust Limited, as trustee, and PXRE Reinsurance Ltd.,
(the "Trust Agreement, capitalised terms not otherwise defined herein are used
with the meaning given in the Trust Agreement), as follows:

1        The Trustee is hereby requested to withdraw from the Trust Fund the
         following Assets.

                        [specify Assets to be withdrawn]

2(a)     The Trustee is hereby requested to deliver the cash Assets described in
         paragraph 1 hereof by wire transfer in immediately available funds for
         the account of the undersigned (Account No. _____________)

2(b)     (i) The Trustee is hereby requested to deliver non-cash Assets by
         liquidating or redeeming the applicable assets and delivering the cash
         proceeds as in (a) above.

(ii)     The Trustee is hereby requested to transfer the non-cash assets as
         instructed below:

         [cross-out the inapplicable sub-paragraph or specify the Assets for
each]

IN WITNESS THEREOF, the duly undersigned has caused this Withdrawal Request to
be duly executed as of this _______ day of _______________________.


                                              SELECT REINSURANCE LTD.


                                              By_____________________
                                              Name:
                                              Title
<PAGE>


THE COMMON SEAL of the Settlor       )  /s/ Robert P.Myron, Sr. Vice President
was hereunto affixed in the          ) /s/ Cindy Miller, Secretary
presence of:-                        )      SEAL , Select Reinsurance Ltd,
                                     )
                                     )
                                     )



THE COMMON SEAL of the Original      )  /s/  Tammy Clarke-Richardson,
Trustee was hereunto affixed in the  )  Trust Officer
presence of:-                        )  /s/ Peter Hardy, Trust Officer
                                     )
                                     )
                                     )


THE COMMON SEAL of the               )  /s/ Jeffrey L. Radke, President
Beneficiary was hereunto affixed     )  /s/ I.S. Outerbridge Assistant Secretary
in the presence of:-                 )
                                     )  SEAL - PXRE Reinsurance Ltd.
                                     )
                                     )



<PAGE>

                                                                    EXHIBIT 10.9


                        AMENDMENT TO THE FIRST SCHEDULE
                           OF THE PATRIOT 2002 TRUST

         This Amendment to the First Schedule of the Trust Agreement (the "Trust
Agreement") between Select Reinsurance Ltd. (the "Settlor"), Capital G Trust
Limited (the "Original Trustee") and PXRE Reinsurance Ltd. (the "Beneficiary")
is made and effective as of August 5, 2002. Capitalized terms used herein shall
have the same meaning as ascribed to such terms in the Trust Agreement.

         WHEREAS, the Settlor and Beneficiary wish to amend the First Schedule
to the Trust Agreement to add an additional Reinsurance Agreement to the First
Schedule.

         NOW THEREFORE, THE PARTIES HEREBY AGREES AS FOLLOWS:

         The First Schedule to the Trust Agreement is hereby amended by the
addition of the following Reinsurance Agreement thereto:

         Kemper Insurance Companies Aggregate Excess of Loss Reinsurance
         Agreement, commencing January 1, 2000, between the Settlor as Reinsurer
         and the Beneficiary as Reinsured.

IN WITNESS WHEREOF, the parties hereto have caused their Common Seals to be
hereunto affixed.


THE COMMON SEAL of the Settlor  )  /s/ Robert P.Myron, Sr. Vice President
was hereunto affixed in the     )  /s/ Cindy Miller, Secretary
presence of:-                   )      SEAL , Select Reinsurance Ltd,
                                )
                                )
                                )



THE COMMON SEAL of the Original )  /s/  Tammy Clarke-Richardson,
Trustee was hereunto affixed    )  Trust Officer
in the presence of:-            )  /s/ Peter Hardy, Trust Officer
                                )
                                )
                                )


THE COMMON SEAL of the          )  /s/ Jeffrey L. Radke, President
Beneficiary was hereunto        )  /s/ Gerald L. Radke, Chief Executive Officer
affixed in the presence of:-    )
                                )  SEAL - PXRE Reinsurance Ltd.
                                )
                                )