MORTGAGE INSURANCE STOP LOSS EXCESS OF LOSS AGREEMENT
                               AGREEMENT AR 13044

                              FINAL PLACEMENT SLIP

COMPANY:                       Triad Guaranty Insurance Corporation
                               an Illinois corporation

TERM AND
TERMINATION:                   This  Agreement  will  apply  to  Covered  Losses
                               arising out of Covered Business on or after 12:01
                               a.m.  in  Chicago,  Il on January  1st 2001 ("the
                               Effective  Date")  and will  remain in full force
                               and effect until it is terminated as  hereinafter
                               provided.    "Covered    Business"    will   mean
                               Certificates  issued by the Company  prior to, or
                               during the Term,  provided that,  with respect to
                               Certificates  issued  prior  to  the  Term,  such
                               Certificates  are in  force  as of the  Effective
                               Date.

                               The Agreement  will terminate as of 12:00 a.m. in
                               Chicago,  IL on January 1, 2003 ("the Termination
                               Date").

                               The  Company   may  elect  to  purchase   Run-off
                               Coverage  upon  providing  thirty (30) days prior
                               written  notice  before  the   Termination   Date
                               delivered by certified or registered  mail and by
                               paying  to  the  Reinsurer  the  Run-Off  Premium
                               within thirty (30) days following the Termination
                               Date. This Agreement will automatically terminate
                               if the  Reinsurer  does not  receive  the Run-off
                               Premium  when  it is  due  and  payable  and  the
                               Reinsurer  will be fully and finally  released of
                               all  obligations  with respect to this  Agreement
                               and the transaction hereunder.  In the event that
                               the  Company  purchases  Run-off  Coverage,   the
                               Reinsurer  will remain liable  through the end of
                               the Run-off Period with respect to Covered Losses
                               arising  from  Certificates  issued  prior to the
                               Termination  Date up to the  Limit of  Liability,
                               provided  that  the  Company's   Combined   Ratio
                               exceeds  100%  and  the   Risk-to-Capital   Ratio
                               exceeds  25-to-1 during the Run-off  Period.  The
                               Reinsurer  will not be liable for Covered  Losses
                               in any  calendar  quarter in which the  Company's
                               Combined Ratio is equal to, or less than 100% and
                               the  Risk-to-Capital  Ratio  is  equal to or less
                               than 25-to-1.

                               This  Agreement will  automatically  terminate if
                               the  Reinsurer   does  not  receive  the  Deposit
                               Premium  when  it is  due  and  payable  and  the
                               Reinsurer  will be fully and finally  released of
                               all  obligations  with respect to this  Agreement
                               and the transaction hereunder.

SPECIAL
TERMINATION:                   If the Company  violates any  provision set forth
                               in the Warranty  Article of this  Agreement,  the
                               Reinsurer may cancel this  Agreement by giving at
                               least 45 days prior  written  notice by certified
                               or  registered  mail to the Company.  The date 45
                               days after the Reinsurer has mailed such
<PAGE>
TRIAD GUARANTY INSURANCE CORP.                        MORTGAGE INS STOP LOSS XOL

SPECIAL
TERMINATION:
(continued)

                               notice will be referred to herein as the "Special
                               Termination  Date".  In such  event,  the Company
                               will  have  the  option  of  purchasing   Run-off
                               Coverage  by  payment  to  the  Reinsurer  of the
                               Run-off Premium within ten (10) days after

                               the Special Termination Date. This Agreement will
                               automatically terminate if the Reinsurer does not
                               receive  the Run-off  Premium  when it is due and
                               payable  and  the  Reinsurer  will be  fully  and
                               finally  released of all obligations with respect
                               to this Agreement and the transaction  hereunder.
                               In the event that the Company  purchases  Run-off
                               Coverage,   the  Reinsurer   will  remain  liable
                               through  the  end  of  the  Run-off  Period  with
                               respect   to   Covered    Losses   arising   from
                               Certificates   issued   prior   to  the   Special
                               Termination  Date up to the  Limit of  Liability,
                               provided  that  the  Company's   Combined   Ratio
                               exceeds 100%.  The  Reinsurer  will not be liable
                               for  Covered  Losses in any  calendar  quarter in
                               which the Company's Combined Ratio is equal to or
                               less than 100%.

                               If the  Company  is  acquired  by or merged  with
                               another  entity  during  the Term or  during  the
                               Run-off  Period  so that the  Company  is not the
                               surviving  organization,  then  within 90 days of
                               the  announcement  date  of such  acquisition  or
                               merger,  the  Reinsurer  may, at the  Reinsurer's
                               sole discretion,  provide the Company with notice
                               of cancellation by certified or registered  mail.
                               In such event, this Agreement will be canceled on
                               a  Cut-off  Basis as of the date  such  notice is
                               mailed to the Company (the  "Cut-off  Termination
                               Date") and the  Reinsurer  will,  within ten (10)
                               days of such  notice,  return to the  Company any
                               unearned premium received by the Reinsurer hereon
                               as of the date of such  cancellation,  calculated
                               on a pro-rata basis over the calendar quarter. In
                               the event of such  cancellation  the Company will
                               not have the option to purchase  Run-off Coverage
                               and the  Reinsurer  will  be  fully  and  finally
                               released of all obligations  with respect to this
                               Agreement and the transaction hereunder.

BUSINESS
COVERED:                       All business classified by the Company as
                               Mortgage Guaranty Insurance.

TERRITORY:                     To follow the Company's Certificates.

RETENTION
& LIMIT:                       The  Reinsurer will be liable for 100% of Covered
                               Losses,  paid by the  Company in any calendar
                               quarter during the Run-off Period, if any, in
                               which:

                               A. The Risk-to-Capital Ratio exceeds 25-to-1; and

                                       2
<PAGE>

RETENTION
& LIMIT:
(continued)
                               B.       The Combined Ratio exceeds 100%.

                               The Reinsurer's liability for Covered Losses will
                               not exceed the Limit of Liability.

                               "Limit of Liability"  will mean Covered Losses in
                               an amount equal to $25,000,000. The maximum Limit
                               of  Liability  during  the Term  and any  Run-off
                               Period is $25,000,000 in the aggregate.

RUN OFF:                       In the event the  Risk-to-Capital  Ratio for any
                               calendar quarter exceeds 25-to-1 and the Combined
                               Ratio for  such  calendar  quarter  exceeds  100%
                               during the Term, the Agreement will automatically
                               terminate  by  notice  to the  Company  delivered
                               by certified  or registered  mail and the Run-off
                               Coverage will commence.  In the event of  such  a
                               termination,  the  last  day  of  such  calendar
                               quarter  will  be the Termination Date.

                               The  Company  will  pay the  Run-off  Premium  in
                               accordance    with   the    Premium    Adjustment
                               calculation  outlined in the  Premium  Section of
                               this Agreement.  The Reinsurer will remain liable
                               through  the  end  of  the  Run-off  Period  with
                               respect   to   Covered    Losses   arising   from
                               Certificates  issued  prior  to such  Termination
                               Date up to the Limit of Liability,  provided that
                               the Company's Combined Ratio exceeds 100% and the
                               Risk-to-Capital  Ratio exceeds 25-to-1 during the
                               Run-off Period.

ALLOCATED LOSS
ADJUSTMENT
EXPENSE:                       Included within the Reinsurer's Limit of
                               Liability.

PREMIUM:                       Deposit Premium of $1,400,000  payable  quarterly
                               over the Term within 30 days of the following
                               dates:

                               January 1, 2001                $175,000
                               April 1, 2001                  $175,000
                               July 1, 2001                   $175,000
                               October 1, 2001                $175,000

                               January 1, 2002                $175,000
                               April 1, 2002                  $175,000
                               July 1, 2002                   $175,000
                               October 1, 2002                $175,000

                                       3
<PAGE>

PREMIUM:
(continued)
                               Premium Adjustment

                               Run-off  Premium  will  be  equal  to  50% of the
                               difference between $25,000,000 and the cumulative
                               Deposit Premium received by the Reinsurer.

                               In the event that  Run-off  Coverage is purchased
                               subsequent  to the  Termination  Date or  Special
                               Termination Date, the Company will pay the entire
                               Run-off Premium within 10 days of the Termination
                               Date   or   effective   date   of   the   Special
                               Termination, whichever applies.

                               In the event that  Run-off  Coverage is triggered
                               during the Term,  no Run-off  Premium will be due
                               until the  Reinsurer  has paid Covered  Losses in
                               excess of $12,500,000 plus the cumulative Deposit
                               Premium  received  by  the  Reinsurer  as of  the
                               Termination  Date.  At  such  time,  the  Run-off
                               Premium,  or a portion  thereof will be due in 10
                               days provided that payment of the entire  Run-Off
                               Premium  or  portion  thereof  does not cause the
                               Company's  Risk-to-Capital  Ratio to exceed 25:1.
                               Whenever  the  Company's   Risk-to-Capital  Ratio
                               falls below 25:1,  it will pay the  Reinsurer the
                               largest  portion  of the unpaid  Run-off  Premium
                               that   it   can   pay    without    forcing   its
                               Risk-to-Capital Ratio to exceed 25:1. The Company
                               will  make such  payments  until it has p aid the
                               entire Run-off Premium.

NO CLAIMS BONUS:               The Reinsurer will pay the Company a No Claims
                               Bonus, if

                              1. The  Agreement   either   expires   at the
                                 Termination   Date  or  is  terminated  by  the
                                 Reinsurer prior to the Termination date for any
                                 reason set forth  in  the Special   Termination
                                 Article, except  special  termination  in the
                                 event of merger or acquisition of the Company,

                              2. No  Covered  Losses  have  been  paid  by  the
                                 Reinsurer hereunder, and

                              3. The Company elects not to purchase Run-off
                                 Coverage.

                               In such event, the No Claims Bonus will equal 50%
                               of the Deposit Premium  received by the Reinsurer
                               prior  to  the   Special   Termination   Date  or
                               Termination  Date,  whichever  applies,  provided
                               that  the   Reinsurer   retains  a   minimum   of
                               $2,000,000  of the Deposit  Premium after payment
                               of such No Claims Bonus.

                                       4
<PAGE>

NO CLAIMS BONUS:
(continued)

                               The  Reinsurer  will pay the  Company a No Claims
                               Bonus if the  Reinsurer  cancels  this  Agreement
                               under the Special  Termination  provision  (other
                               than if the Company is acquired by or merged with
                               another  entity  so that the  Company  is not the
                               surviving  organization,  then  within 90 days of
                               the  announcement  date  of such  acquisition  or
                               merger)  and  the  Company   elects  to  purchase
                               Run-off Coverage subsequent to which:


                               1)   the Run-off Period  expires with no  Covered
                                    Losses paid by the Reinsurer, or

                               2)   no  Covered  Losses  have  been  paid by the
                                    Reinsurer  and the Company and the Reinsurer
                                    agree to a full  and  final  commutation  of
                                    this    Agreement   and   the    transaction
                                    hereunder.

                               In such event, the No Claims Bonus will equal 90%
                               of the Run-off Premium received by the Reinsurer.

                               Upon  payment  to the  Company  of the No  Claims
                               Bonus,  the  Reinsurer  will be fully and finally
                               released of all obligations  with respect to this
                               Agreement and the transaction hereunder.


WARRANTY:
                               1. The Company will  not provide  traditional  or
                                  dollar  mortgage pool insurance. However,  the
                                  Company may provide  co-primary  insurance  of
                                  policies  on  which  it  has  issued   primary
                                  coverage, such co-primary insurance  may  have
                                  certain  pool  characteristics.   Co-primary
                                  coverage  is  defined  as the level of primary
                                  coverage  required to  reduce  the  investor's
                                  risk  exposure to that of the 80% GSE  charter
                                  requirements,  plus provide  second layer pool
                                  coverage of up to 60% of the risk.  This  pool
                                  is  capped,  however, at 1.75% of the original
                                  risk  written for that entire book.  If a pool
                                  layer is ever  exhausted,  mortgage  insurance
                                  will then be limited to only  primary  charter
                                  level coverages. Primary coverage levels under
                                  the  co-primary umbrella  would  be 16% at 95%
                                  LTV, 12% at 90% LTV, and 6% at 85% LTV.   Pool
                                  coverage   extends  each  of   these   primary
                                  coverage levels upward by 60%
                               2. The Reinsurer is to be notified of any
                                  potential  Risk-in Force to Capital growth
                                  greater than 35% per year.
                               3. The Reinsurer  is to be notified  of  material
                                  changes  in  underwriting   and/or   reserving
                                  philosophies and methodologies.

                                       5
<PAGE>

WARRANTY:
(continued)
                               4.   The  Reinsurer  is to be notified of any
                                    primary rate decrease(s)  which,  either
                                    individually or cumulatively  with prior
                                    primary rate  decreases  are expected to
                                    result  in  an  aggregate  primary  rate
                                    decrease of greater  than 10% in any one
                                    year.
                               5.   The Reinsurer is to be notified prior to
                                    or as  soon  as  practicable  after  any
                                    sudden,     unannounced    or    unusual
                                    reductions  (10% or  more)  in  Capital,
                                    including  but not  limited to  dividend
                                    payments,   stock  buy  back   plans  or
                                    premature debt retirement.
                               6.   The Company  will  advise the  Reinsurer  of
                                    any  changes in the Company's master policy.


REPORTS:                       Within  45  days  after the end of each  calendar
                               quarter,  the Company will  furnish the Reinsurer
                               with a report of reinsurance premium due them for
                               that period.  Such report will contain such other
                               information  as  may be required by the Reinsurer
                               for completion  of its NAIC interim and/or annual
                               statement,  or as may be required by the  Federal
                               National  Mortgage  Association, the Federal Home
                               Loan Mortgage Corporation,or any other regulatory
                               agency or rating  entity.  Such report will  also
                               contain the following information:

                               1.  RISK IN  FORCE. Gross insurance  in force for
                                   all  risk, including gross  risk  outstanding
                                   and gross unearned premiums  thereon,  before
                                   any deduction for reinsurance hereunder.

                               2.  REINSURED  LOANS IN DEFAULT.  The  number  of
                                   loans  which  have been reported in  default,
                                   the total aggregate  principal    balance  of
                                   such  loans,   the  maximum  potential   risk
                                   for such loans in default, the reserve before
                                   any  deduction for reinsurance therefore that
                                   the   Company   has   established,   and  the
                                   Reinsurer's share of such reserve.

                               3.  CLAIMS  RECEIVED.  The number  of  loans  for
                                   which  claims  have  been  received  (but not
                                   paid), the aggregate amount of  such  claims,
                                   the  reserve  therefore   that  the   Company
                                   has    established    before   deduction  for
                                   reinsurance,  and  the  Reinsurer's  share of
                                   such reserve.

                               4.  LOAN LEVEL DETAIL.A computer readable compact
                                   disc in the standard  "MICA" format detailing
                                   lending during such calendar quarter.

                               5.  PREMIUMS.A summary of aggregate loan balances
                                   for which  either  an  initial   premium   or
                                   renewal premium was paid to the Company,  the
                                   gross written premiums  and  unearned premium
                                   reserves.

                                       6

<PAGE>

REPORTS:
(continued)

                               6.  REINSURANCE PREMIUMS.   Reinsurance  Premiums
                                   due from the Company.

                               7.  REINSURANCE CLAIMS.  Covered Losses  and  the
                                   amounts, if any, due from the Reinsurer.

                               Within 30 days after receipt of such report,  the
                               Reinsurer will remit any amounts due the Company.

OFFSET:
                               The  parties  hereto have the right to offset any
                               balance(s)  due from one to the other  under this
                               Agreement or any other  agreement,  including but
                               not  limited  to the  Excess of Loss  Reinsurance
                               Agreement  heretofore  or hereafter  entered into
                               between  the  Company  and the  Reinsurer  or any
                               affiliate  of  the  Company  and  the  Reinsurer,
                               whether  acting  as  assuming  reinsurer,  ceding
                               company  or in  any  other  capacity.  The  party
                               asserting  the right of offset may exercise  such
                               right at any time whether the  balance(s) due are
                               on  account  of  premiums,   losses,  salvage  or
                               otherwise.  This provision  shall not be affected
                               by the insolvency of either party hereto.

SALVAGE:
                               The Reinsurer  will be credited with its share of
                               salvage in respect of claims  settled  under this
                               Agreement  pursuant to the  Property  Acquisition
                               Settlement  Option,  less its  share of  recovery
                               expense.

                               In the event the Company  exercises  its Property
                               Acquisition  Settlement  Option, the Company will
                               use its best  efforts to sell the  property  at a
                               fair and reasonable price as soon as practicable.
                               The sale of such  property or an  agreement as to
                               the salvage  value will be a condition  precedent
                               to the filing of a reinsurance claim with respect
                               to such loss payment.

                               If the  amount  recovered  exceeds  the  recovery
                               expense, such expense will be borne by each party
                               in  proportion  to its benefit from the recovery.
                               If  the  recovery   expense  exceeds  the  amount
                               recovered,  the amount recovered (if any) will be
                               applied to the  reimbursement of recovery expense
                               and the  remaining  expense will be borne by each
                               party in proportion to its liability for the loss
                               before recovery was attempted.

                                       7
<PAGE>


ENTIRE
AGREEMENT/AMENDMENTS:

                               This   Agreement   will   constitute  the  entire
                               agreement between the parties. This Agreement may
                               be  altered  or  amended  in any of its terms and
                               conditions  by mutual  consent of the Company and
                               the Reinsurers  either by written  addenda hereto
                               or by an  exchange  of  letters,  signifying  the
                               assent of both  parties;  such addenda or letters
                               will then constitute a part of this Agreement.

OTHER
PROVISIONS:                    The Reinsurer will  be subject to  terms,  rates,
                               conditions,  interpretations, waivers,    modifi-
                               cations,and alterations of the Company's policies
                               that are the subject of this Agreement.

                               Insolvency Clause
                               Arbitration Clause
                               Definitions Article - as attached
                               Taxes Clause
                               Access to Records  (Company to have the right to
                                    approve/disapprove  of third party
                                    representatives of the Reinsurer)
                               Loss Settlements Clause
                               Delays, Errors or Omissions Clause(not applicable
                                    as regards violation of the Warranty section
                                    hereunder)
                               Service of Suit Clause
                               Currency (U.S. Dollars) Clause
                               Confidentiality Clause
                               Aon Re Inc. Intermediary Clause - as attached
                               and others as applicable.

                                       8
<PAGE>





BROKERAGE:     10% of deposit  premium,  plus 1.5% of net  developed  premium if
               program  goes into run-off.


We ask that you review the terms and conditions set forth hereinabove.  Assuming
that you find  everything to be in order,  please  indicate your  acceptance and
approval by signing and returning one copy of this Final  Placement  Slip to Aon
Re Inc.


REINSURER:                Ace Capital Mortgage Reinsurance Co.


THRU:
     --------------------------------------------------------------------------


SIGNED                                        REFERENCE
LINE:                                         NUMBER:
     ------------------------------------             --------------------------


ACCEPTED &
APPROVED BY:
            --------------------------------------------------------------------

(For  processing  purposes  it is  important  that you  provide  your  Company's
reference number for this program.)







                                       9
<PAGE>




We ask that you review the terms and conditions set forth hereinabove.  Assuming
that you find  everything to be in order,  please  indicate your  acceptance and
approval by signing and returning one copy of this Final  Placement  Slip to Aon
Re Inc.


REINSURER:                Ace Capital Mortgage Reinsurance Co.


THRU:
     --------------------------------------------------------------------------


SIGNED                                       REFERENCE
LINE:                                        NUMBER:
     ---------------------------------------        ---------------------------


ACCEPTED &
APPROVED BY:
            -------------------------------------------------------------------

(For  processing  purposes  it is  important  that you  provide  your  Company's
reference number for this program.)



                                       10
<PAGE>



DEFINITIONS

         The following definitions will apply to this Agreement:

         a)       "Allocated  Loss  Adjustment  Expense"  will mean any expense,
                  including,  but not  limited  to fees  and  costs  of  outside
                  contractors,  such  as  title  companies,  investigators,  and
                  attorneys,  incurred  by the  Company  during  the  course  of
                  receipt,   evaluation   or   adjustment   of  any   notice  of
                  delinquency,  loss or claim  for any  reason.  Allocated  Loss
                  Adjustment  Expense  will be  included  within  the  Limit  of
                  Liability. Allocated Loss Adjustment Expense shall not include
                  salaries and overhead of the Company and its personnel.

         b)       "Certificates"  will  mean  the  certificates  issued  by  the
                  Company pursuant to the terms and conditions  specified in any
                  Master  Policy that extend the  indicated  coverage  option to
                  specified loans and renewals thereon.

         c)       "Combined  Ratio"  will mean, with  respect  to  any  calendar
                   quarter, the sum of:

                  1.  Losses and Allocated Loss Adjustment  Expense  incurred in
                      such calendar quarter divided by earned premium for such
                      calendar quarter, and

                  2.  Other  underwriting  expenses  incurred  in such  calendar
                      quarter  divided  by written premium for such calendar
                      quarter,

                  as such quantities are reported  in the  Company's   statutory
                  filings  with  the  Illinois regulators.

         d)       "Coverage Percentage" will mean, with respect to a Certificate
                  included  in the Covered  Business,  the  coverage  percentage
                  specified on the face of such Certificate.

         e)       "Covered  Business"  will  mean  Certificates  issued  by  the
                  Company prior to or during the Underwriting  Period;  provided
                  that, with respect to  Certificates  issued prior to the Term,
                  such Certificates are in force as of the Effective Date.

         f)       "Covered  Losses" will mean Loss and Allocated Loss Adjustment
                  Expenses  paid by the Company  during the Term and any Run-off
                  Period in  respect of Covered  Business,  less any  salvage or
                  recovery,  including  reinsurance  recoveries  other  than the
                  reinsurance provided hereby.

         g)       "Current  Principal  Amount"  will  mean,  with  respect  to a
                  Certificate  included in the Covered Business at any date, the
                  latest  reported  principal  amount  at such  date of the loan
                  insured under such Certificate.

         h)       "Cut-off  Basis"  will  mean that the  Reinsurer  will have no
                  liability  for Covered  Losses  paid by the Company  after the
                  Cut-off Termination Date.

         i)       "Effective Date will mean 12:01 a.m. in Chicago, Illinois on
                  January 1, 2001.

                                       11

<PAGE>

DEFINITIONS - (continued)

         j)       "Limit of  Liability"  will mean  Covered  Losses in an amount
                  equal to  $25,000,000.  The maximum Limit of Liability  during
                  the  Term  and  any  Run-off  Period  is  $25,000,000  in  the
                  aggregate.

         k)       "Loss" as used in this  Agreement will  have the  meaning  set
                  forth in the  Company's  MasterPolicies and Certificates.

         l)       "Master  Policies" will mean the mortgage  guaranty  insurance
                  policies  issued by the  Company to mortgage  lenders  setting
                  forth  the  terms  and  conditions  of the  mortgage  guaranty
                  insurance provided by the Company.

         m)       "Property  acquisition  settlement  option"  as  used  in this
                  Agreement,  and as its meaning is  understood  in the mortgage
                  insurance  industry,  will mean the method of claim settlement
                  whereby the Company  pays the entire  amount due the  insured,
                  without reduction for the percentage of coverage, such payment
                  being  a  final  discharge  of the  Company's  liability,  and
                  whereby the Company  acquires Good and  Merchantable  Title to
                  the property.

         n)       "Risk-to-Capital Ratio" will mean,with respect to any calendar
                  quarter:

                  1.       The aggregate of the Coverage  Percentage  multiplied
                           by the Current Principal Amount as of the end of such
                           calendar  quarter of each mortgage loan insured under
                           the  Certificates  included in the Covered  Business,
                           all less risk ceded to Reinsurers with respect to the
                           Covered Business, divided by

                  2.       The   Company's    statutory   surplus   as   regards
                           policyholders  as of such  calendar  quarter end plus
                           the  Company's   contingency   reserves  as  of  such
                           calendar  quarter end (as such statutory  surplus and
                           contingency  reserves are  reported in the  Company's
                           statutory filings with the Illinois regulators).

         o)       "Run-Off  Coverage"  will mean that,  subject to the terms and
                  conditions  hereof,  the Reinsurer  will remain liable through
                  the end of the Run-off  Period with respect to Covered  Losses
                  arising from Certificates  issued prior to a Termination Date,
                  or the Special Termination Date.

         p)       "Run-off  eriod" will mean either the  10-year  period
                  commencing as of 11:59 p.m.on a Termination Date or the
                  Special Termination Date, whichever is earlier.

         q)       "Term" will mean the period  commencing on the Effective  Date
                  and ending on the earlier of the Termination Date, the Special
                  Termination Date or the Cut-off Termination Date.

         r)       "Underwriting  Period"  will  mean  a period of 24 consecutive
                  months, commencing with the Effective Date.

                                       12
<PAGE>


INTERMEDIARY

         Aon Re  Inc.,  an  Illinois  corporation,  or  one  of  its  affiliated
corporations duly licensed as a reinsurance  intermediary,  is hereby recognized
as the Intermediary  negotiating this Agreement for all business hereunder.  All
communications (including losses, loss expenses, salvages, and loss settlements)
relating to this  Agreement will be transmitted to the Company or the Reinsurers
through the  Intermediary.  Payments by the Company to the Intermediary  will be
deemed  payments  to  the   Reinsurers.   Payments  by  the  Reinsurers  to  the
Intermediary  will be deemed payment to the Company only to the extent that such
payments are actually received by the Company.







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