Exhibit 4.10  EXECUTION COPY  This Amendment and
Acknowledgement (this Amendment) to the Purchase Agreement (the Agreement)
between Lagrummet December NR 919 AB, presently known as Fund American
Holdings AB (Purchaser), and ABB Holding AG, Zurich, a predecessor of ABB
Asea Brown Boveri Ltd. (ABB), is entered into as of this 14th day of April,
2004 between Purchaser and ABB. Defined terms used in this Amendment but not
otherwise defined in this Amendment shall have the meanings set forth in the
Agreement.  WHEREAS, the parties hereto desire to amend certain
provisions of the Agreement and enter into certain agreements in connection
with the Agreement; and  WHEREAS, Section 10.2.1 of the Agreement provides
that the Agreement may be amended by the parties thereto by an instrument in
writing signed on behalf of each of the parties thereto by their duly
authorized representatives.  NOW, THEREFORE, in consideration of the foregoing and
the mutual agreements set forth herein, the parties hereto, intending to be
legally bound, agree as follows:  1.             Unless
the context otherwise requires, references in the Agreement to this shall be
deemed to be references to the Agreement as amended by this Amendment.  2.             Section 1.1
of the Agreement shall be amended by adding the following definition
immediately after the definition of Belgian Tax Reassessments and immediately
before the definition of Branded Assets:  Belgian Tax Reassessments Claims shall have
the meaning set out in Section 9.6.4(b).  3.             Section 3.4.5
of the Agreement shall be amended by deleting the first sentence of Section 3.4.5
of the Agreement in its entirety and inserting in lieu thereof the following:  The Audited Closing
Financial Statements and the Audited Closing Net Equity Statement shall be
binding and conclusive upon ABB and Purchaser unless Purchaser shall have
notified ABB in writing by May 28, 2004 of any objections thereto (an Objection
Notice); provided, however, that no objections may be made
with respect to amounts in the income statements and statements of cash flow
contained in the Audited Closing Financial Statements other than to the extent
that such amounts affect amounts included in the Audited Closing Net Equity
Statement.  4.             Section 9.1(e) of
the Agreement shall be amended by deleting Section 9.1(e) of the
Agreement in its entirety and inserting in lieu thereof the following:  (e)         (i) the liabilities of Sirius
Belgium (other than liabilities incurred by Sirius Belgium after the Closing
Date as a result of actions taken after the Closing Date


by Purchaser or its
Affiliates (including any Acquired Company) and (A) not authorized in
writing by ABB or (B) which otherwise have not been reasonably taken by
Purchaser or its Affiliates (including any Acquired Company) to fulfill their
obligations under Section 9.6.4(b)) and (ii) any and all liabilities
and obligations arising from (A) any actions reasonably taken by Purchaser
or its Affiliates (including any Acquired Company) to fulfill their obligations
under Section 9.6.4(b), (B) any actions taken by Purchaser or its
Affiliates (including any Acquired Company) in connection with Section 9.6.4(b) which
have been authorized in writing by ABB or (C) any actions taken by ABB or
its Affiliates pursuant to Section 9.6.4(b);  5.             Sections
9.6.4(b) and (c) of the Agreement shall be amended by deleting
Sections 9.6.4(b) and (c) of the Agreement in their entirety and
inserting in lieu thereof the following:  (b)         Notwithstanding anything to the
contrary, the amount or economic benefit of (i) any refunds, credits or
offsets of Taxes (including any interest in respect thereof) attributable to or
resulting from Tax repayments claimed by Sirius Belgium with respect to
reassessments of Taxes with the Belgian tax authorities for any Pre-Measurement
Tax Period (the Belgian Tax Reassessments) and (ii) any claims
and rights of any Acquired Company with respect to any third parties
attributable to or resulting from the Belgian Tax Reassessments, including
indemnification claims, (a Belgian Tax Reassessments Claim) shall be
for the account of ABB.  ABB and
Purchaser agree that ABB shall (i) prepare and file all amended Tax
Returns with respect to the Belgian Tax Reassessments and shall control any Tax
Claim arising therefrom and (ii) be solely responsible for taking any and
all actions necessary or appropriate to recover any amounts payable to any
Acquired Company as a result of a Belgian Tax Reassessment Claim. Purchaser
shall cooperate, so long as such cooperation in Purchasers good faith and reasonable
judgment can be made without undue burden or expense or disruption to the
operations of the Business, with ABBs reasonable requests for information held
by an Acquired Company, or assistance from an Acquired Company, in order to
enable ABB to take any of the actions described in the immediately preceding
sentence. Purchaser shall be under no obligation to utilize any refunds,
credits or offsets of Taxes attributable to or resulting from the liquidation
of Sirius Belgium. If Purchaser, in its sole discretion, determines that, after
first taking into account all other items of income, gain, loss, deduction,
credit or reserve (including safety reserve) that are available for the
relevant taxable period or periods, Sirius International or any affiliate or
successor thereto actually utilized any credits or offsets resulting from the
liquidation of Sirius Belgium and either (i) such utilization actually
reduces the amount of Taxes that Sirius International or any affiliate or
successor thereto otherwise would have been required to pay to a taxing
authority had it not utilized such credits or offsets or (ii) Sirius
International or any affiliate or successor thereto receives a refund or credit
against its Taxes from a taxing authority that it would not otherwise have
received had it not utilized such credits or offsets, then the amount of such
reduction of Taxes paid or the amount of such refund or credit shall be 80
percent  2


for the account of ABB
and 20 percent for the account of Purchaser, provided, however,
that ABB agrees to repay to Purchaser its 80 percent portion of the amount of
such reduction or the amount of such refund or credit (plus any penalties,
interest or other charges imposed by a taxing authority) in the event that (x)
it is determined by a taxing authority that Sirius International was not
entitled to such reduction of Taxes paid or (y) Sirius International or any
affiliate or successor thereto is required to repay such refund to a taxing
authority. ABB and Purchaser agree that (i) ABB will provide reasonable
instructions in the preparation and filing of all Tax Returns that relate to
the liquidation of Sirius Belgium and (ii) all expenses relating to (a) the
liquidation of Sirius Belgium, (b) the preparation of such Tax Returns and
(c) the recovery of any amounts payable to any Acquired Company as a
result of a Belgian Tax Reassessment Claim shall be borne solely by ABB. For
the avoidance of doubt. the amount or economic benefit of any refunds, credits
or offsets of Taxes attributable to or resulting from the Belgian Tax
Reassessments, the liquidation of Sirius Belgium and each Belgian Tax
Reassessments Claim shall not in any way increase Net Equity.  (c)           Each party shall forward, and shall
cause its Affiliates to forward, to the party entitled pursuant to this Section 9.6.4
to receive the amount or economic benefit of (i) a refund, credit or
offset to Tax the amount of such refund, or the economic benefit of such credit
or offset to Tax, within 10 days after such refund is received or after such
credit or offset is allowed or applied against another Tax liability, as the
case may be, and (ii) a Belgian Tax Reassessments Claim the amount of such
Belgian Tax Reassessments Claim, within 10 days after such amount is received.  6.             Prior
to the Closing, ABB shall deliver to Purchaser the report attached as Exhibit A
hereto executed by the Business Auditors.  7.             ABB
and Purchaser hereby agree and acknowledge that (i) Purchaser has not
granted any written consents under Section 7.2.4 or 7.2.6 of the
Agreement, (ii) Purchaser has not waived any of its rights under the
Agreement, including, without limitation, any of its rights under Article 9
of the Agreement, with respect to breaches, if any, by ABB of any of its
representations, warranties, covenants and agreements contained in the
Agreement, whether asserted or unasserted or known or unknown by Purchaser as
of the date of this Amendment and in each case relating to or arising out of
the preparation, content or delivery of the Audited Closing Financial
Statements and the Audited Closing Net Equity Statement and (iii) Purchaser
shall not be deemed to have granted any such consent or made any such waiver
described in clauses (i) and (ii) by virtue of any act or failure to
act by Purchaser, including, without limitation, proceeding with the Closing,
other than, and only to the extent, as specifically set forth in a written
instrument delivered by Purchaser to ABB after the date of this Amendment; provided,
however, that this Section 7 of this Amendment shall not constitute
an amendment to the Agreement nor shall it in any way affect the rights of
Purchaser or any of its Affiliates (including any Acquired Company) arising out
of or relating to the Agreement.  3


IN WITNESS WHEREOF, the parties hereto have executed
this Amendment effective as of the day and year first written above.  FUND AMERICAN HOLDINGS
  AB,By:
  /s/
  Robert L. SeeligName:
  Robert
  L. SeeligTitle:
  Attorney-in-FactABB
  ASEA BROWN BOVERI LTD.,By:
  /s/
  E. KoeferName:
  Erich
  KoeferTitle:By:
  /s/
  D. SchindlemanName:
  Daniel
  SchindlemanTitle: