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                                                           EXHIBIT 10.23
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                              HCI AGREEMENT NO. 420

                    PROPERTY CATASTROPHE EXCESS OF LOSS
                           REINSURANCE AGREEMENT
                  (hereinafter referred to as "Agreement")

                                    between

                           CALFARM INSURANCE COMPANY
                            Sacramento, California
                           ZENITH INSURANCE COMPANY
                          Woodland Hills, California
                            ZNAT INSURANCE COMPANY
                          Woodland Hills, California
                        ZENITH STAR INSURANCE COMPANY
                          Woodland Hills, California
                     And  Their Quota Share Reinsurers
             (hereinafter collectively referred to as the "Company")

                                      and

                     The Subscribing Reinsurers executing
     the Interests and Liabilities Agreements attached to this Agreement
         (hereinafter collectively referred to as the "Reinsurers")
______________________________________________________________________________


In consideration of the promises set forth in this Agreement, the parties agree
as follows:


ARTICLE I - SCOPE OF AGREEMENT

     As a condition precedent to the Reinsurers' obligations under this
Agreement, the Company shall cede to the Reinsurers the property business
described in this Agreement, and the Reinsurers shall accept such business as
reinsurance from the Company.

     This Agreement is comprised of Articles I through XXII and the Exhibits
listed below.  The terms of the Articles and of the Exhibits shall determine the
rights and obligations of the parties.  The terms of the Articles shall apply to
each Exhibit unless specifically amended therein.


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EXHIBIT A - FIRST EXCESS OF LOSS REINSURANCE (CATASTROPHE)
                            of
                      PROPERTY BUSINESS

EXHIBIT B - SECOND EXCESS OF LOSS REINSURANCE (CATASTROPHE)
                            of
                      PROPERTY BUSINESS

EXHIBIT C -THIRD EXCESS OF LOSS REINSURANCE (CATASTROPHE)
                            of
                      PROPERTY BUSINESS

EXHIBIT D - FOURTH EXCESS OF LOSS REINSURANCE (CATASTROPHE)
                            of
                      PROPERTY BUSINESS


ARTICLE II - PARTIES TO THE AGREEMENT

     This Agreement is solely between the Company and the Reinsurers.  When more
than one Company is named as a party to this Agreement, the first Company named
shall be the agent of the other companies as to all matters pertaining to this
Agreement.  Performance of the obligations of each party under this Agreement
shall be rendered solely to the other party.  However, if the Company becomes
insolvent, the liability of the Reinsurers shall be modified to the extent set
forth in the article entitled INSOLVENCY OF THE COMPANY.  In no instance shall
any insured of the Company or any claimant against an insured of the Company
have any rights under this Agreement .


ARTICLE III - TERM

     This Agreement shall apply to loss events which commence during the period
from September 1, 1996 to August 31, 1997, both dates inclusive, at the place of
the loss event.

     This Agreement shall not apply to loss events which commence prior to the
effective date of this Agreement and continue during any part of the term of
this Agreement.  However, this Agreement shall apply to loss events which
commence during and continue beyond the term of this Agreement and in the
computation of the liability of the Reinsurers the entire ultimate net loss
resulting from each such loss event shall be included, subject to the
limitations set forth in paragraph (f) of the article entitled DEFINITIONS.


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     The Company shall have the option to cancel and rewrite this Agreement up
to and including January 1, 1997.  If such option is exercised and, subject to
no known or reported losses at such date, and subject to terms for the ongoing
reinsurance to be agreed, the premium for the period hereon shall be pro-rata of
the reinsurance premium set forth in the Premium Section of the Exhibit.

     Alternatively, the Company shall have the sole option to cancel this
Agreement up to and including January 1, 1997 at terms to be mutually agreed.


ARTICLE IV - DEFINITIONS

     (a)  PROPERTY BUSINESS

          This term shall mean direct property business written by the
          Company, as defined, and classified in its Association Edition of
          Annual Statement for Fire and Casualty Companies as:

          (l)  Fire;

          (2)  Allied lines (including extended coverage);

          (3)  Farmowners multiple peril (applicable property and inland
               marine lines only);

          (4)  Blanket personal property;

          (5)  Homeowners multiple peril (applicable property and inland
               marine lines only);

          (6)  Commercial multiple peril (applicable property lines only);

          (7)  Inland marine;

          (8)  Earthquake;

          (9)  Garagekeepers legal liability (comprehensive only),

          on risks located in the United States of America.

     (b)  COMPANY RETENTION

          This term shall mean the amount the Company shall retain for its
          own account; however, this requirement shall be satisfied if this


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          amount is retained by the Company or its affiliated companies
          under common management or common ownership.

     (c)  ULTIMATE NET LOSS

          This term shall mean all payments by the Company in settlement of
          claims and losses, within the limits of liability or amounts of
          insurance of the policies of the Company, and adjustment expense,
          after deduction of salvage and other recoveries and after
          deduction of amounts due from all other reinsurance, other than
          the reinsurance pooling arrangement between Zenith Insurance
          Company, CalFarm Insurance Company, ZNAT Insurance Company and
          Zenith Star Insurance Company, whether collectible or not.  If
          the Company becomes insolvent, this definition shall be modified
          to the extent set forth in the article entitled INSOLVENCY OF THE
          COMPANY.

     (d)  ADJUSTMENT EXPENSE

          This term shall mean expenditures by the Company in the direct
          defense of claims and as allocated to an individual claim or
          loss, other than for office expenses and for the salaries and
          expenses of employees of the Company or of any subsidiary or
          related or wholly owned company of the Company, made in
          connection with the disposition of a claim, loss, or legal
          proceeding including investigation, negotiation, and legal
          expenses; court costs; prejudgment interest or delayed damages;
          and interest on any judgment or award.

     (e)  PREJUDGMENT INTEREST OR DELAYED DAMAGES

          This term shall mean interest or damages added to a settlement,
          verdict, award, or judgment based on the amount of time prior to
          the settlement, verdict, award, or judgment whether or not made
          part of the settlement, verdict, award, or judgment.

     (f)  LOSS EVENT

          This term shall mean an occurrence or series of occurrences
          arising out of one event, provided that only the claims and
          losses sustained by the Company during the continuous period of
          168 hours selected by the Company shall be used in the
          determination of the ultimate net loss; and only one such
          continuous period of 168 hours shall apply with respect to one
          event.


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          Additionally, with respect to riot or civil commotion and other
          causes of loss resultant therefrom only claims and losses
          sustained by the Company on risks within the limits of one city,
          town, or village or immediately adjacent thereto shall be used in
          the determination of ultimate net loss.

     (g)  SUBJECT NET EARNED PREMIUM

          This term shall mean the direct premium earned by the Company
          during the term of the Agreement on the business reinsured
          hereunder, after deduction of return premiums and after deduction
          of premiums paid for reinsurance which inures to the benefit of
          the Reinsurer.

          For the purposes of this Agreement, subject net earned premium
          shall be deemed to be 100% of the premiums on the lines of
          business reinsured hereunder.  However, on the following lines,
          which are the so-called package policies (only when written on an
          indivisible premium basis) subject net earned premium shall be
          determined as:

          (1)  88% of the total homeowners and boatowners policy premiums;

          (2)  65% of the total farmowners and commercial multiple peril
               policy premiums.

          When any of the above policies is written on a divisible premium
          basis, the actual premium for the lines of business included in
          this Agreement shall be used rather than the percentage stated
          above.


ARTICLE V - EXCLUSIONS

     This Agreement shall not apply to:

     (a)  All lines of business not specifically covered hereunder;

     (b)  Reinsurance assumed by the Company other than reinsurance assumed
          by Zenith Insurance Company from CalFarm Insurance Company, ZNAT
          Insurance Company or Zenith Star Insurance Company; all liability
          assumed under excess of loss insurance or reinsurance contracts;


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     (c)  All business excluded by the Pools, Associations and Syndicates
          Exclusion Clause attached hereto and made a part hereof;

     (d)  Policies issued under retrospectively rated plans; policies
          issued with a deductible of more than $100,000, provided this
          exclusion shall not apply to policies which customarily provide a
          percentage deductible on the perils of earthquake or windstorm;

     (e)  Liability coverages under homeowners, farmowners and commercial
          package policies; i.e., comprehensive personal, farm or
          commercial liability, medical payments and physical damage to
          property of others;

     (f)  All casualty, fidelity, surety, forgery, boiler and machinery,
          burglary or glass business or coverages (not applicable to
          Section I coverages of multiple peril policies);

     (g)  The following risks, coverages and kinds of insurance:

          (l)  Accident and health;

          (2)  Animal or livestock mortality policies; however, this
               exclusion shall not apply to fowl;

          (3)  Automobile; however, this exclusion shall not apply with
               respect to garagekeepers legal liability coverages;

          (4)  Aviation;

          (5)  Commercial hulls or hulls other than outboard motorboat and
               sailboat coverages;

          (6)  Credit warranty, financial guarantees;

          (7)  First class or registered mail;

          (8)  Gas or oil drilling risks;

          (9)  Growing or standing crops, other than fire insurance; all
               crop hail insurance or any other coverages provided in
               connection therewith;

          (10) Jewelers and furriers block;

          (11) Negative film syndicates;


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          (12) Ocean marine;

          (13) Railroad Property;

     (h)  Flood, surface water, waves, tidal water or tidal waves, overflow
          of streams or other bodies of water or spray from any of the
          foregoing, all whether driven by wind or not, unless written in
          conjunction with the peril of fire of similar amount;

     (i)  Mortgage impairment insurance and similar kinds of insurance,
          howsoever styled, providing coverage to an insured with respect
          to its mortgagee interest in property or its owner interest in
          foreclosed property;

     (j)  Difference in conditions insurance and similar kinds of
          insurance, howsoever styled;

     (k)  Consequential, punitive, exemplary or compensatory damages
          resulting from an action taken by any policyholder, insured or
          assignee, against the Company for alleged or actual bad faith,
          fraud or negligence in the settlement of a claim;

     (l)  Risks which have a total insurable value of more than
          $250,000,000;

     (m)  War risk, bombardment, invasion, insurrection, rebellion,
          revolution, military or usurped power, or confiscation by order
          of any government or public authority, as excluded under a
          standard policy containing a standard war exclusion clause;

     (n)  Nuclear incident per the Nuclear Incident Exclusion - Physical
          Damage - Reinsurance (NMA 1119) attached hereto;

     (o)  Liability of the Company arising from its participation or
          membership, whether voluntary or involuntary, in any insolvency
          fund, including any guarantee fund, association, pool, plan or
          other facility which provides for the assessment of, payment by,
          or assumption by the Company of a part or the whole of any claim,
          debt, charge, fee or other obligations of an insurer, or its
          successors or assigns, which has been declared insolvent by any
          authority having jurisdiction;

     (p)  Loss of, damage to, or failure of, or consequential loss
          resulting therewith (including but not limited to earnings and
          extra expense) of satellites, spacecraft, and launch vehicles,
          including cargo and


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          freight carried therein, in all phases of operation (including but
          not limited to manufacturing, transit, pre-launch, launch, and
          in-orbit);

     (q)  Coverage afforded by ISO Pollutant Clean Up and Removal
          Additional Aggregate Limit of Insurance Endorsement CP 04 07 (Ed.
          4/86) or as subsequently amended or by any similar endorsement
          affording such coverage;

     (r)  Pollutant clean up or removal under any commercial property
          policy or any inland marine policy written by the Company which
          does not contain ISO Changes-Pollutants Endorsement CP 01 86 (Ed.
          4/86) or as subsequently amended; however, this exclusion does
          not apply to any risk located in a jurisdiction which has not
          approved the Insurance Services Office exclusion or where other
          regulatory constraints prohibit the Company from attaching such
          endorsement.  If the Company elects to file an endorsement
          independent of ISO, such endorsement will be deemed a suitable
          substitute provided the Company has submitted the wording to the
          Reinsurers and received the Reinsurers' prior approval.


ARTICLE VI - AUTOMATIC REINSTATEMENT

     The Limit of Liability of the Reinsurers under each Exhibit with respect to
each loss event shall be reduced by an amount equal to the amount of liability
paid by the Reinsurers, but that part of the liability of the Reinsurers that is
so reduced shall be automatically reinstated from the commencement of the loss
event for which payment is made; however, the Limit of Liability of the
Reinsurers with respect to all loss events commencing during the term of this
Agreement shall not exceed the amount set forth in the section entitled LIMIT
AND RETENTION of each Exhibit.  In consideration of this automatic
reinstatement, the Company shall pay to the Reinsurers for each amount
reinstated an additional reinsurance premium that shall be pro rata of the
reinsurance premium set forth in the section entitled REINSURANCE PREMIUM of
each Exhibit.  The additional reinsurance premium shall be the product of the
reinsurance premium set forth in the section entitled REINSURANCE PREMIUM of the
applicable Exhibit, multiplied by the amount of the reinstated Limit of
Liability of the Reinsurers divided by the total Limit of Liability of the
Reinsurers for each loss event irrespective of the time of the commencement of
the loss event.

     The reinsurance premium so developed for each amount reinstated shall be in
addition to the reinsurance premium set forth in the section entitled
REINSURANCE PREMIUM.


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ARTICLE VII - MANAGEMENT OF CLAIMS AND LOSSES

     The Company shall investigate and settle or defend all claims and losses.
When requested by the Reinsurers, the Company shall permit the Reinsurers, at
the expense of the Reinsurers, to be associated with the Company in the defense
or control of any claim, loss, or legal proceeding which involves or is likely
to involve the Reinsurers.  All payments of claims or losses by the Company
within the limits of its policies which are within the limits set forth in this
Agreement shall be binding on the Reinsurers, subject to the terms of this
Agreement.


ARTICLE VIII - RECOVERIES

     The Company shall pay to or credit the Reinsurers with the Reinsurers'
portion of any recovery obtained from salvage, subrogation, or other insurance.
Adjustment expenses for recoveries shall be deducted from the amount recovered.

     The Reinsurers shall be subrogated to the rights of the Company to the
extent of their loss payments to the Company.  The Company agrees to enforce its
rights of salvage, subrogation, and its rights against insurers or to assign
these rights to the Reinsurers.  Recoveries shall be distributed to the parties
in an order inverse to that in which their liabilities accrued.


ARTICLE IX - ERRORS AND OMISSIONS

     The Reinsurers shall not be relieved of liability because of an error or
accidental omission of the Company in reporting any claim or loss or any
business reinsured under this Agreement, provided that the error or omission is
rectified promptly after discovery.  The Reinsurers shall be obligated only for
the return of the premium paid for business reported but not reinsured under
this Agreement.


ARTICLE X - REPORTS AND REMITTANCES

          (a)  CLAIMS AND LOSSES

          The Company shall report to the Reinsurers as soon as possible but
          within 60 days of each loss event, which in the Company's opinion, may
          involve the reinsurance afforded by this Agreement.  The Company shall
          advise the Reinsurers of the estimated amount of ultimate net loss in
          connection with each loss event and of any subsequent changes in such
          estimates.


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          As soon as possible but within 45 days after receipt of a
          definitive statement of ultimate net loss from the Company, the
          Reinsurers shall pay to the Company the Reinsurers' portion of
          ultimate net loss.  Any subsequent changes in the amount of ultimate
          net loss shall be reported by the Company to the Reinsurers and the
          amount due either party shall be remitted as soon as possible but
          within 45 days after receipt of such report.

     (b)  P.C.S. CATASTROPHE BULLETINS

          The Company shall furnish to the Reinsurers, upon request, the
          following information with respect to each catastrophe set forth in
          the Catastrophe Bulletins published by the Property Claim Services:

          (l)  The preliminary estimate of the amount recoverable from the
               Reinsurers;

          (2)  The Reinsurers' portion of claims, losses, and adjustment expense
               paid less salvage recovered during each calendar quarter;

          (3)  The Reinsurers' portion of reserves for claims, losses, and
               adjustment expense at the end of each calendar quarter.

     (c)  GENERAL

          In addition to the reports required by (a) and (b) above and by
          the Exhibits, the Company shall furnish such other information as
          may be required by the Reinsurers for the completion of the
          Reinsurers' quarterly and annual statements and internal records.

          All reports shall be rendered on forms acceptable to the Company
          and the Reinsurers.


ARTICLE XI - CURRENCY

     Wherever the sign "$" is used in this Agreement it shall mean United States
Dollars.  Premiums due the Reinsurers and loss payments due the Company shall be
remitted in United States Dollars.


ARTICLE XII - REINSURANCE OVER THIS AGREEMENT

     The Company shall advise the Reinsurers of any reinsurance of the Company
that


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would apply over and beyond the Limit of Liability of the Reinsurers under
Exhibit D of this Agreement.


ARTICLE XIII - SPECIAL ACCEPTANCES

     Business not within the terms of this Agreement may be submitted to the
Reinsurers for special acceptance and, if accepted by the Reinsurers, shall be
subject to all of the terms of this Agreement except as modified by the special
acceptance.


ARTICLE XIV - RESERVES AND TAXES

     The Reinsurers shall maintain the required reserves as to the Reinsurers'
portion of unearned premium, if any, claims, losses, and adjustment expense.

     The Company shall be liable for all premium taxes on premium ceded to the
Reinsurers under this Agreement.  If the Reinsurers are obligated to pay any
premium taxes on this premium, the Company shall reimburse the Reinsurers;
however, the Company shall not be required to pay taxes twice on the same
premium.


ARTICLE XV - OFFSET

     The Company or the Reinsurers may offset any balance, whether on account of
premium, commission, claims or losses, adjustment expense, salvage, or
otherwise, due from one party to the other under this Agreement.


ARTICLE XVI - INSPECTION OF RECORDS

     The Company shall allow the Reinsurers to inspect, at reasonable times, the
records of the Company relevant to the business reinsured under this Agreement,
including Company files concerning claims, losses, or legal proceedings which
involve or are likely to involve the Reinsurers.


ARTICLE XVII - ARBITRATION

     Any unresolved difference of opinion between any of the Reinsurers and the
Company shall be submitted to arbitration by three arbitrators.  If more than
one Reinsurer is involved in the same dispute, all such Reinsurers shall
constitute and act as one party for purposes of this Article and communications
shall be made by the Company to each of the Reinsurers constituting the one
party; provided, however, that nothing herein shall impair the rights of such
Reinsurers to assert several, rather than joint, defenses of claims, nor be
construed as changing the liability of the Reinsurers


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under the terms of this Agreement from several to joint.

     One arbitrator shall be chosen by the Reinsurer(s), and one shall be chosen
by the Company.  The third arbitrator shall be chosen by the other two
arbitrators within ten (10) days after they have been appointed.  If the two
arbitrators cannot agree upon a third arbitrator, each arbitrator shall nominate
three persons of whom the other shall reject two.  The third arbitrator shall
then be chosen by drawing lots.  If either party fails to choose an arbitrator
within thirty (30) days after receiving the written request of the other party
to do so, the latter shall choose both arbitrators, who shall choose the third
arbitrator.  The arbitrators shall be impartial and shall be persons who are or
have been employed or engaged in a senior position in the insurance or
reinsurance business.

     The party requesting arbitration (the "Petitioner") shall submit its brief
to the arbitrators within thirty (30) days after notice of the selection of the
third arbitrator.  Upon receipt of the Petitioner's brief, the other party (the
"Respondent") shall have thirty (30) days to file a reply brief.  On receipt of
the Respondent's brief, the Petitioner shall have twenty (20) days to file a
rebuttal brief.  Respondent shall have twenty (20) days from the receipt of
Petitioner's rebuttal brief to file its rebuttal brief.  The arbitrators may
extend the time for filing of briefs at the request of either party.

     The arbitrators are relieved from judicial formalities and, in addition to
considering the rules of law and the customs and practices of the insurance and
reinsurance business, shall make their award with a view to effecting the intent
of this Agreement.  The decision of the majority shall be final and binding upon
the parties.  The costs of arbitration, including the fees of the arbitrators,
shall be shared equally unless the arbitrators decide otherwise.  The
arbitration shall be held at the times and places agreed upon by the
arbitrators.


ARTICLE XVIII - INSOLVENCY OF THE COMPANY

     In the event of the insolvency of the Company, the reinsurance proceeds
will be paid to the Company or the liquidator immediately upon demand, with
reasonable provision for verification, on the basis of the amount of the claim
allowed in the insolvency proceeding without diminution by reason of the
inability of the Company to pay all or part of the claim.

     The Reinsurers shall be given written notice of the pendency of each claim
against the Company on the policy(ies) reinsured hereunder within a reasonable
time after such claim is filed in the insolvency proceedings.  The Reinsurers
shall have the right to investigate each such claim and to interpose, at their
own expense, in the proceeding where such claim is to be adjudicated, any
defenses which they may deem available to the Company or its liquidator.  The
expense thus incurred by the Reinsurers shall be chargeable, subject to court
approval, against the insolvent Company as part of the expense of liquidation to
the extent of a proportionate share of the benefit which may accrue to the
Company solely as a result of the defense undertaken by the Reinsurers.


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ARTICLE XIX - LOSS RESERVES (U.S. DOLLAR REINSURANCE LETTERS OF CREDIT)

     (This Article applies only to those Reinsurers who cannot qualify for
     credit in any State or any other governmental body having jurisdiction over
     the Company's loss reserves.)

     As regards all business coming within the scope of this Agreement, the
Company agrees that when it shall file with the Insurance Department or set up
on its books reserves for losses covered hereunder which it shall be required to
set up by law, it will forward to the Reinsurers a statement showing the
proportion of such loss reserves which is applicable to them.  These reserves
will consist solely of known outstanding losses that have been reported to the
Reinsurers and allocated adjustment expense relating thereto.  Each such
Reinsurer hereby agrees it will apply for and secure delivery to the Company of
a clean, unconditional, irrevocable Letter of Credit issued by Citibank, New
York, New York, in an amount equal to such Reinsurer's proportion of said loss
reserves or, at the option of such Reinsurer, provide a cash advance in an
amount equal to such Reinsurer's proportion of said loss reserves.  No reserves
established in accordance with the foregoing shall include or be applied towards
security for losses incurred but not reported.

     The Company undertakes to use and apply any amounts which it may draw upon
such Irrevocable Letter of Credit pursuant to the terms of this Agreement, if
any, under which the Letter of Credit is held, and for the following purposes
only:

     (a)  To pay such Reinsurer's share or to reimburse the Company for
          such Reinsurer's share of any ultimate net loss reinsured by this
          Agreement.

     (b)  To make refund of any sum which is in excess of the actual amount
          required to pay such Reinsurer's share of any ultimate net loss
          reinsured by this Agreement.

     Citibank, New York, New York shall have no responsibility whatsoever in
connection with the propriety of withdrawals made by the Company or the
disposition of funds withdrawn, except to see that withdrawals are made only
upon the order of properly authorized representatives of the Company.


ARTICLE XX - SERVICE OF SUIT

     (This Article applies only to those Reinsurers who are domiciled outside
     the United States of America and also to Reinsurers unauthorized in the
     State of New York.)


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     In the event of the failure of the Reinsurers to whom this Article applies,
or any one of them, to pay any amount claimed to be due hereunder, such
Reinsurers, at the request of the Company, will submit to the jurisdiction of
any court of competent jurisdiction within the United States and will comply
with all requirements necessary to give such court jurisdiction, and all matters
arising hereunder shall be determined in accordance with the law and practice of
such court.

     Service of process in such suit may be made upon Messrs. Mendes and Mount,
750 Seventh Avenue, New York, New York 10010-6829, and in any suit instituted
against any one of them upon this Agreement, the Reinsurers will abide by the
final decision of such court or any appellate court in the event of an appeal.

     The above named are authorized and directed to accept service of process on
behalf of the Reinsurers in any such suit and/or upon the request of the Company
to give a written undertaking to the Company that they will enter a general
appearance on behalf of Reinsurers or any one of them in the event such a suit
shall be instituted.

     Further, pursuant to any statute of any state, territory, or district of
the United States which makes provisions therefor, the Reinsurers to whom this
Article applies hereby designate the Superintendent, Commissioner or Director of
Insurance or other officer specified for that purpose in the statute, or his
successor or successors in office, as their true and lawful attorney upon whom
may be served any lawful process in any action, suit, or proceeding instituted
by or on behalf of the Company or any beneficiary hereunder arising out of this
Agreement, and hereby designate the above named Mendes and Mount as the firm to
whom the said officer is authorized to mail such process or a true copy thereof.


ARTICLE XXI - FEDERAL EXCISE TAX

     (This Article applies only to those Reinsurers domiciled outside the United
     States of America, excepting Reinsurers exempt from the Federal Excise
     Tax.)

     The Reinsurers have agreed to allow for the purpose of paying Federal
Excise Tax 1% of the premium payable hereon to the extent such premium is
subject to Federal Excise Tax.

     In the event of any return of premium becoming due hereon the Reinsurers
will deduct 1% from the amount of the return and the Company or its Agent should
take steps to recover the tax from the United States Government.


ARTICLE XXII - INTERMEDIARY

     Herbert Clough Inc. is hereby recognized as the Intermediary negotiating
this Agreement for all business hereunder.  All communications (including but
not limited to


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 notices, statements, premiums, return premiums, commissions, taxes, losses,
loss adjustment expense, salvages, and loss settlements) relating thereto
shall be transmitted to the Company or the Reinsurers through Herbert Clough
Inc., Financial Centre, P.O. Box 10216, Stamford, Connecticut 06904-2216.
Payments by the Company to the Intermediary shall be deemed to constitute
payment to the Reinsurers.  Payments by the Reinsurers to the Intermediary
shall be deemed only to constitute payment to the Company to the extent that
such payments are actually received by the Company.


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                                               Effective:     September 1, 1996

                                   EXHIBIT A

                        Attached to and made a part of
                            HCI Agreement No. 420
            PROPERTY CATASTROPHE EXCESS OF LOSS REINSURANCE AGREEMENT

                 FIRST EXCESS OF LOSS REINSURANCE (CATASTROPHE)
                                      of
                               PROPERTY BUSINESS
_______________________________________________________________________________


SECTION 1 - LIABILITY OF THE REINSURERS

     The Reinsurers shall pay to the Company, with respect to each loss
event, 95% of the amount of ultimate net loss in excess of the Company
Retention of $5,000,000, but not exceeding the Limit of Liability of the
Reinsurers of 95% of the next $10,000,000 of ultimate net loss with respect
to such loss event nor 95% of $20,000,000 with respect to all loss events
commencing during the term of this Agreement.

     The Company shall retain net for its own account, with respect to each loss
event, the remaining 5% of such ultimate net loss.


SECTION 2 - REINSURANCE PREMIUM

     As a condition precedent to the Reinsurers' obligations hereunder, the
Company shall pay to the Reinsurers 1.96% of the Company's subject net earned
premium during the term of the Agreement, subject to a minimum reinsurance
premium of $1,291,500 and a deposit reinsurance premium of $1,614,400.


SECTION 3 - REINSURANCE PREMIUM REPORTS AND REMITTANCES

     The Company shall pay to the Reinsurers the deposit reinsurance premium
stipulated in the section entitled REINSURANCE PREMIUM in equal quarterly
installments of $403,600 each on or before each on or before September 1, 1996,
December 1, 1996, March 1, 1997 and June 1, 1997.

     Within 60 days after the expiration of this Agreement, the Company shall
render to the Reinsurers a report of the Company's subject net earned premium
during the term of the Agreement.  The Company shall calculate the reinsurance
premium thereon, shall balance such amount against the deposit reinsurance
premium previously paid, and the amount due either party, subject to the minimum
reinsurance premium, shall be remitted within 60 days.


                               HCI REFERENCE DNB

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                                              Effective:      September 1, 1996

                                   EXHIBIT B

                        Attached to and made a part of
                            HCI Agreement No. 420
           PROPERTY CATASTROPHE EXCESS OF LOSS REINSURANCE AGREEMENT

               SECOND EXCESS OF LOSS REINSURANCE (CATASTROPHE)
                                      of
                                PROPERTY BUSINESS
_______________________________________________________________________________


SECTION 1 - LIABILITY OF THE REINSURERS

     The Reinsurers shall pay to the Company, with respect to each loss event,
95% of the amount of ultimate net loss in excess of the sum of:

     (a)  The Company Retention of $5,000,000; and

     (b)  The First Excess Cover of $10,000,000,

but not exceeding the Limit of Liability of the Reinsurers of 95% of the next
$10,000,000 of ultimate net loss with respect to such loss event nor 95% of
$20,000,000 with respect to all loss events commencing during the term of this
Agreement.

     The Company shall retain net for its own account, with respect to each loss
event, the remaining 5% of such ultimate net loss.


SECTION 2 - REINSURANCE PREMIUM

     As a condition precedent to the Reinsurers' obligations hereunder, the
Company shall pay to the Reinsurers 1.18% of the Company's subject net earned
premium during the term of the Agreement, subject to a minimum reinsurance
premium of $777,500 and a deposit reinsurance premium of $971,900.


SECTION 3 - REINSURANCE PREMIUM REPORTS AND REMITTANCES

     The Company shall pay to the Reinsurers the deposit reinsurance premium
stipulated in the section entitled REINSURANCE PREMIUM in equal quarterly
installments of $242,975 each on or before each on or before September 1, 1996,
December 1, 1996, March 1, 1997 and June 1, 1997.


                               HCI REFERENCE DNC

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     Within 60 days after the expiration of this Agreement, the Company shall
render to the Reinsurers a report of the Company's subject net earned premium
during the term of the Agreement.  The Company shall calculate the reinsurance
premium thereon, shall balance such amount against the deposit reinsurance
premium previously paid, and the amount due either party, subject to the minimum
reinsurance premium, shall be remitted within 60 days.


                                      B-2
                               HCI REFERENCE DNC
<PAGE>

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                                               Effective:     September 1, 1996

                                   EXHIBIT C

                        Attached to and made a part of
                            HCI Agreement No. 420
            PROPERTY CATASTROPHE EXCESS OF LOSS REINSURANCE AGREEMENT

                 THIRD EXCESS OF LOSS REINSURANCE (CATASTROPHE)
                                       of
                                PROPERTY BUSINESS
_______________________________________________________________________________

SECTION 1 - LIABILITY OF THE REINSURERS

     The Reinsurers shall pay to the Company, with respect to each loss event,
95% of the amount of ultimate net loss in excess of the sum of:

     (a)  The Company Retention of $5,000,000; and

     (b)  The First Excess Cover of $10,000,000; and

     (c)  The Second Excess Cover of $10,000,000,

but not exceeding the Limit of Liability of the Reinsurers of 95% of the next
$15,000,000 of ultimate net loss with respect to such loss event nor 95% of
$30,000,000 with respect to all loss events commencing during the term of this
Agreement.

     The Company shall retain net for its own account, with respect to each loss
event, the remaining 5% of such ultimate net loss.


SECTION 2 - REINSURANCE PREMIUM

     As a condition precedent to the Reinsurers' obligations hereunder, the
Company shall pay to the Reinsurers 1.25% of the Company's subject net earned
premium during the term of the Agreement, subject to a minimum reinsurance
premium of $823,600 and a deposit reinsurance premium of $1,029,600.


SECTION 3 - REINSURANCE PREMIUM REPORTS AND REMITTANCES

     The Company shall pay to the Reinsurers the deposit reinsurance premium
stipulated in the section entitled REINSURANCE PREMIUM in equal quarterly


                               HCI REFERENCE DND

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installments of $257,400 each on or before September 1, 1996, December 1, 1996,
March 1, 1997 and June 1, 1997.

     Within 60 days after the expiration of this Agreement, the Company shall
render to the Reinsurers a report of the Company's subject net earned premium
during the term of the Agreement.  The Company shall calculate the reinsurance
premium thereon, shall balance such amount against the deposit reinsurance
premium previously paid, and the amount due either party, subject to the minimum
reinsurance premium, shall be remitted within 60 days.


                                      C-2
                               HCI REFERENCE DND
<PAGE>

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                                               Effective:     September 1, 1996

                                   EXHIBIT D

                        Attached to and made a part of
                            HCI Agreement No. 420
          PROPERTY CATASTROPHE EXCESS OF LOSS REINSURANCE AGREEMENT

              FOURTH EXCESS OF LOSS REINSURANCE (CATASTROPHE)
                                       of
                                PROPERTY BUSINESS
_______________________________________________________________________________

SECTION 1 - LIABILITY OF THE REINSURERS

     The Reinsurers shall pay to the Company, with respect to each loss event,
95% of the amount of ultimate net loss in excess of the sum of:

     (a)  The Company Retention of $5,000,000; and

     (b)  The First Excess Cover of $10,000,000; and

     (c)  The Second Excess Cover of $10,000,000,

     (d)  The Third Excess Cover of $15,000,000,

but not exceeding the Limit of Liability of the Reinsurers of 95% of the next
$10,000,000 of ultimate net loss with respect to such loss event nor 95% of
$20,000,000 with respect to all loss events commencing during the term of this
Agreement.

     The Company shall retain net for its own account, with respect to each loss
event, the remaining 5% of such ultimate net loss.


SECTION 2 - REINSURANCE PREMIUM

     As a condition precedent to the Reinsurers' obligations hereunder, the
Company shall pay to the Reinsurers 0.61% of the Company's subject net earned
premium during the term of the Agreement, subject to a minimum reinsurance
premium of $401,900 and a deposit reinsurance premium of $502,400.


                               HCI REFERENCE DPG

<PAGE>

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SECTION 3 - REINSURANCE PREMIUM REPORTS AND REMITTANCES

     The Company shall pay to the Reinsurers the deposit reinsurance premium
stipulated in the section entitled REINSURANCE PREMIUM in equal quarterly
installments of $125,600 each on or before September 1, 1996, December 1, 1996,
March 1, 1997 and June 1, 1997.

     Within 60 days after the expiration of this Agreement, the Company shall
render to the Reinsurers a report of the Company's subject net earned premium
during the term of the Agreement.  The Company shall calculate the reinsurance
premium thereon, shall balance such amount against the deposit reinsurance
premium previously paid, and the amount due either party, subject to the minimum
reinsurance premium, shall be remitted within 60 days.


                                      D-2
                               HCI REFERENCE DPG
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POOLS, ASSOCIATIONS AND SYNDICATES EXCLUSION CLAUSE


SECTION A

Excluding:

     (a)  All Business derived directly or indirectly from any Pool, Association
          or Syndicate which maintains its own reinsurance facilities.

     (b)  Any Pool or Scheme (whether voluntary or mandatory) formed after
          March 1, 1968 for the purpose of insuring Property whether on a
          country-wide basis or in the respect of designated areas.  This
          exclusion shall not apply to so-called Automobile Insurance Plans or
          other pools formed to provide coverage for Automobile Physical damage.


SECTION B

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

     Industrial Risk Insurers (formerly Factory Insurance Association and Oil
     Insurance Association), including Underwriters Grain Division.
     Associated Factory Mutuals.
     Improved Risk Mutuals.
     Any Pool, Association or Syndicate formed for the purpose of writing Oil,
     Gas or Petro-Chemical Plants and/or Oil or Gas Drilling Rigs.
     Nuclear Energy Property Insurance Association.
     Nuclear Energy Liability Insurance Association.
     Mutual Atomic Energy Reinsurance Pool.
     Mutual Atomic Energy Liability Underwriters.
     United States Aircraft Insurance Group.
     Canadian Aircraft Insurance Group.
     Associated Aviation Underwriters.
     American Aviation Underwriters.

Section B does not apply:

     (a)  Where the Total Insured value over all interests of the risk in
          question is less than $250,000,000.

     (b)  To interests traditionally underwritten as Inland Marine or Stock
          and/or Contents written on a Blanket basis.

<PAGE>

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     (c)  To Contingent Business Interruption, except when the Company is aware
          that the key location is known at the time to be insured in any Pool,
          Association or Syndicate named above, other than as provided for
          under Section B (a).

     (d)  To risks as follows:  Offices, Hotels, Apartments, Hospitals,
          Educational Establishments, Public Utilities (other than Railroad
          Schedules) and Builders Risks on the classes of risks specified in
          this subsection (d) only.

     Where this Clause attaches to Catastrophe Excesses, the following
     SECTIONS C and D are added:

SECTION C


NEVERTHELESS the Reinsurers specifically agree that liability accruing to the
Company from its participation in residual market mechanisms including but not
limited to:

     (1)  The following so-called "Coastal Pools"

          ALABAMA INSURANCE UNDERWRITING ASSOCIATION
          FLORIDA WINDSTORM UNDERWRITING ASSOCIATION
          LOUISIANA INSURANCE UNDERWRITING ASSOCIATION
          MISSISSIPPI WINDSTORM UNDERWRITING ASSOCIATION
          NORTH CAROLINA INSURANCE UNDERWRITING ASSOCIATION
          SOUTH CAROLINA WINDSTORM AND HAIL UNDERWRITING ASSOCIATION
          TEXAS CATASTROPHE PROPERTY INSURANCE ASSOCIATION

          and

     (2)  All "Fair Plan" and "Rural Risk Plan" Business, including but not
          limited to:

          Florida Windstorm Underwriting Association (FWUA)
          Florida Property and Casualty Joint Underwriting Association (FPCJUA)
          Residential Property and Casualty Joint Underwriting
          Association (RPCJUA)

     for all perils otherwise protected hereunder shall not be excluded, except
     that this reinsurance does not include any increase in such liability
     resulting from:

     (i)  The inability of any other participant in such Residual Market
          Mechanism including but not limited to "Coastal Pool" and/or "Fair
          Plan" and/or "Rural Risk Plan" to meet its liability.

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     (ii) Any claim against such Residual Market Mechanism including but not
          limited to "Coastal Pool" and/or "Fair Plan" and/or "Rural Risk Plan"
          or any participant therein, including the Company, whether by way of
          subrogation or otherwise, brought by or on behalf of any insolvency
          fund.


SECTION D

NOTWITHSTANDING Section C above, in respect of the FWUA, FPCJUA, and RPCJUA,
where an assessment is made against the Company by the FWUA, the FPCJUA, the
RPCJUA, or any combination thereof, the maximum loss that the Company may
include in the Ultimate Net Loss in respect of any loss occurrence hereunder
shall nor exceed the lesser of:

1.   The Company's assessment from the relevant entity (FWUA, FPCJUA and/or
     RPCJUA) for the accounting year in which the loss occurrence commenced, or

2.   The product of the following:

    a)   The Company's percentage participation in the relevant entity for the
         accounting year in which the loss occurrence commenced, and

    b)   The relevant entity's total losses in such loss occurrence.

     Any assessments for accounting years subsequent to that in which the loss
occurrence commenced may not be included in the Ultimate Net Loss hereunder.
Moreover, notwithstanding Section C above, in respect of the FWUA, the FPCJUA
and/or the RPCJUA, the Ultimate Net Loss hereunder shall not include any monies
expended to purchase or retire bonds as a consequence of being a member of the
FWUA, the FPCJUA and/or the RPCJUA.  For the purposes of this Agreement, the
Company may not include in the Ultimate Net Loss any assessment or any
percentage assessment levied by the FWUA, the FPCJUA and/or the RPCJUA to meet
the obligations of any insolvent insurer member or other party, or to meet any
obligations arising from the deferment by the FWUA, FPCJUA and/or RPCJUA of the
collection of monies.


--------------------------------------------------------------------------------
NOTES:   Wherever used herein the terms:

         "Company"    shall be understood to mean "Reinsured", "Reassured" or
                      whatever other term is used in the attached reinsurance
                      document to designate the reinsured company or companies.

         "Contract"   shall be understood to mean "Agreement", "Policy" or
                      whatever other term is used to designate the attached
                      reinsurance document.

<PAGE>

         "Reinsurers" shall be understood to mean "Underwriters" or whatever
                      other term is used in the attached reinsurance document to
                      designate the reinsurer or reinsurers.

<PAGE>

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    NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE - USA


    (1)   This Agreement does not cover any loss or liability accruing to the
Company directly or indirectly and whether as Insurer or Reinsurer, from any
Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or
Nuclear Energy risks.

    (2)   Without in any way restricting the operation of paragraph (1) of
this Clause, this Agreement does not cover any loss or liability accruing to
the Company, directly or indirectly and whether as Insurer or Reinsurer, from
any insurance against Physical Damage (including business interruption or
consequential loss arising out of such Physical Damage) to:

    (i)   Nuclear reactor power plants including all auxiliary property on
          the site, or

    (ii)  Any other nuclear reactor installation, including laboratories
          handling radioactive materials in connection with reactor
          installations, and "critical facilities" as such, or

    (iii) Installations for fabricating complete fuel elements or for
          processing substantial quantities of "special nuclear material", and
          for reprocessing, salvaging, chemically separating, storing or
          disposing of "spent" nuclear fuel or waste materials, or

    (iv)  Installations other than those listed in paragraph (2)(iii) above
          using substantial quantities of radioactive isotopes or other products
          of nuclear fission.

    (3)   Without in any way restricting the operations of paragraphs (1) and
(2) hereof, this Agreement does not cover any loss or liability by
radioactive contamination accruing to the Company, directly or indirectly,
and whether as Insurer or Reinsurer, from any insurance on property which is
on the same site as a nuclear reactor power plant or other nuclear
installation and which normally would be insured therewith except that this
paragraph (3) shall not operate:

    (a)   where the Company does not have knowledge of such nuclear reactor
          power plant or nuclear installation, or

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

    (4)   Without in any way restricting the operations of paragraphs (1),(2)
and (3) hereof, this Agreement does not cover any loss or liability by
radioactive contamination accruing to the Company, directly or indirectly,
and whether as Insurer or Reinsurer, when such radioactive contamination is a
named hazard specifically insured against.

    (5)   It is understood and agreed that this Clause shall not extend to
risks using radioactive isotopes in any form where the nuclear exposure is not
considered by the Company to be the primary hazard.

    (6)   The term "special nuclear material" shall have the meaning given it
in the Atomic Energy Act of 1954 or by any law amendatory thereof.

    (7)   The Company to be sole judge of what constitutes:

    (a)   substantial quantities, and

    (b)   the extent of installation, plant or site.

Note: Without in any way restricting the operation of paragraph (1) hereof,
      it is understood and agreed that:

    (a)   all policies issued by the Company on or before 31st December 1957
          shall be free from the application of the other provisions of this
          Clause until expiry date or 31st December 1960 whichever first occurs
          whereupon all the provisions of this Clause shall apply.

    (b)   with respect to any risk located in Canada policies issued by the
          Company on or before 31st December 1958 shall be free from the
          application of the other provisions of this Clause until expiry date
          or 31st December 1960 whichever first occurs whereupon all the
          provisions of this Clause shall apply.