Commutation Agreement

Exhibit 10.2

Commutation Agreement
BETWEEN
Cypress Reinsurance Ltd
AND
Atlantic Gateway International (SAC), Ltd
AND
Cypress II Segregated Account
(Segregated Account of Atlantic Gateway International (SAC) Ltd)

     This Commutation Agreement (“ Commutation”), effective this 31st day of August 2009, is entered into by and between Atlantic Gateway International (SAC) Ltd, (herein after “AGIL”), and Cypress Reinsurance Ltd. (herein after “Cypress”) and Cypress II Segregated Account (herein after “Cypress II”)

RECITALS

WHEREAS, Cypress Reinsurance Ltd is a company organized and existing under the laws of Bermuda and registered as an insurer entitled to avail itself of the provisions of the Act.

WHEREAS, AGIL is an approved Segregated Account Company (SAC) existing under the laws of Bermuda and registered as an insurer entitled to avail itself of the provisions of the Act.

WHEREAS, AGIL has established a new segregated account “Cypress II” existing under the laws of Bermuda and registered as a segregated account of AGIL and insurer entitled to avail itself of the provisions of the Act

WHEREAS, AGIL and Cypress Reinsurance Ltd (the “Reinsurer”) have entered into a Retroactive Reinsurance agreement executed March 29, 2004 for programs

CWHA year 2 (2002)
CWHA year 3 (2003)

and also a Master Reinsurance agreement effective June 1, 2004, and multiple Addendums for each program and subsequent program years identified as follows:

1A - ARISA year 1 (2003)
1B - ARISA year 2 (2004)
1C - ARISA ycar 3 (2005)
2 - CMDA (2004)
3 - CWHA year 4 (2004)
4 - Bizassure (2004)
5A - Hospitality Insurance Services year 1 (2004)
5B - Hospitality Insurance Services year 2 (2005)
6 - CWHA year 5 (2005)

(Herein after called the ‘Reinsurance Agreements’)

WHEREAS, the subject business is comprised of policies issued for the Identified Programs in each Reinsurance Addendum by Discover Re Managers, Ltd. or its designees on behalf of one or more of its Affiliated Insurers and which have been ceded to AGIL and a quota share portion retro-ceded to Cypress.

WHEREAS, Cypress desires to be liquidated, and transfer all current and potential future liabilities and assets pursuant to the ‘Reinsurance Agreements’ to new AGIL segregated account Cypress II.

PROVISIONS

     NOW, THEREFORE, in consideration of the foregoing, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

     Cypress II warrants and represents to all of the other parties hereto that: