PSYCHIATRISTS PROFESSIONAL AND OFFICE LIABILITY QUOTA SHARE CONTRACT

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                                                                   Exhibit 10.27

                        DARWIN NATIONAL ASSURANCE COMPANY
                         PLATTE RIVER INSURANCE COMPANY
                     CAPITOL SPECIALTY INSURANCE CORPORATION
         And any other associated affiliated or subsidiary companies of
                       ALLEGHANY INSURANCE HOLDINGS, LTD.

                                    DELAWARE

                 PSYCHIATRISTS PROFESSIONAL AND OFFICE LIABILITY
                              QUOTA SHARE CONTRACT

              EFFECTIVE OCTOBER 1, 2004, 12:01 A.M., STANDARD TIME

                                      INDEX

<TABLE>
<CAPTION>
ARTICLE    SUBJECT                                                          PAGE
-------    -------                                                          ----
<S>        <C>                                                              <C>
ARTICLE 1  BUSINESS COVERED..............................................     3
ARTICLE 2  COMMENCEMENT AND TERMINATION..................................     3
ARTICLE 3  SPECIAL TERMINATION...........................................     4
ARTICLE 4  TERRITORY.....................................................     5
ARTICLE 5  QUOTA SHARE PARTICIPATION.....................................     5
ARTICLE 6  ORIGINAL CONDITIONS...........................................     6
ARTICLE 7  EXCLUSIONS....................................................     7
ARTICLE 8  PREMIUM AND COMMISSION........................................     8
ARTICLE 9  DEFINITION....................................................     8
ARTICLE 10 LOSS IN EXCESS OF POLICY LIMITS AND EXTRA
              CONTRACTUAL OBLIGATIONS....................................    10
ARTICLE 11 REPORTS AND REMITTANCES.......................................    10
ARTICLE 12 ERRORS AND OMISSIONS (BRMA 14A)...............................    11
ARTICLE 13 CURRENCY (BRMA 12A)...........................................    11
ARTICLE 14 TAXES (BRMA 50A)..............................................    11
ARTICLE 15 FEDERAL EXCISE TAX (BRMA 17A).................................    11
ARTICLE 16 OFFSET (BRMA 36C).............................................    11
</TABLE>

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<TABLE>
<S>        <C>                                                              <C>
ARTICLE 17 ACCESS TO RECORDS CLAUSE (BRMA 1A)............................    12
ARTICLE 18 RESERVES......................................................    12
ARTICLE 19 SERVICE OF SUIT...............................................    13
ARTICLE 20 ARBITRATION CLAUSE (BRMA 6A)..................................    14
ARTICLE 21 INSOLVENCY CLAUSE (BRMA 19C)..................................    15
ARTICLE 22 INTERMEDIARY CLAUSE (BRMA 23A)................................    16
</TABLE>

ATTACHMENTS: NUCLEAR INCIDENT EXCLUSION CLAUSE-LIABILITY-REINSURANCE U.S.A. AND
             CANADA WAR EXCLUSION

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                 PSYCHIATRISTS PROFESSIONAL AND OFFICE LIABILITY
                              QUOTA SHARE CONTRACT

              EFFECTIVE OCTOBER 1, 2004, 12:01 A.M., STANDARD TIME

                                    issued to

                        DARWIN NATIONAL ASSURANCE COMPANY
                         PLATTE RIVER INSURANCE COMPANY
                     CAPITOL SPECIALTY INSURANCE CORPORATION
         And any other associated affiliated or subsidiary companies of
                       ALLEGHANY INSURANCE HOLDINGS, LTD.

                                    DELAWARE

ARTICLE 1 -- BUSINESS COVERED

     The Reinsurers agree to indemnify the Reassured for Losses under Policies
classified by the Reassured as Psychiatrists Professional and Office Liability
produced and underwritten by American Professional Agency, Inc. for and on
behalf of Darwin Professional Underwriters, arising from any claim or claims
which are made on risks that attach during the Contract period under its claims
made, extended reporting endorsement and retroactive coverage.

ARTICLE 2 -- COMMENCEMENT AND TERMINATION

A. This contract shall cover claims made, as original, on original policies
issued or renewed during the period October 1, 2004, 12:01 a.m., Standard Time
to October 1, 2005, 12:01 Standard Time at the place and location of risks
insured.

B. Maximum original policy period 12 months plus odd time not to exceed 18
months in all, plus extended reporting period coverage or endorsements, as
original.

C. For the purpose of this Contract, any extension or extended reporting
endorsement attaching to a policy covered hereunder shall be considered as part
of the period of the said policy, subject to the provision that a separate limit
of liability may apply in respect thereof.

D. Upon expiry of this Contract, policies in force at the effective time and
date of expiration hereof shall continue to be covered hereunder until their
individual natural expiration or termination dates, whichever sooner, including
extensions, discovery periods or other similar extended reporting endorsements
attaching to such policies. The Reassured may however, subject to agreement by
Reinsurers hereon, terminate the liability of the Reinsurers for claims made, as
original, after the effective time and date of expiration hereof and, in such
event, the unearned premium at that date applicable to inforce policies,
including extensions, discovery periods or other similar extended reporting
endorsements attached thereto, shall be deducted from the Subject Gross Net


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Written Premium Income for the purpose of the premium rating hereunder.
Notification by the Reassured to the Reinsurers must be within 30 days after the
expiration of this contract.

ARTICLE 3 - SPECIAL TERMINATION

A. The Reassured may terminate or commute this Contract upon the happening of
any one of the following circumstances at any time by the giving of ten (10)
days prior written notice to the Reinsurer:

     1.   The Reinsurer ceases underwriting operations;

     2.   A State Insurance Department or other legal authority orders the
          Reinsurer to cease writing business, or

     3.   The Reinsurer has become insolvent or has been placed under
          supervision (voluntarily or involuntarily), into liquidation or
          receivership, or there has been instituted against it proceedings for
          the appointment of a supervisor, receiver, liquidator, rehabilitator,
          conservator or trustee in bankruptcy, or other agent known by whatever
          name, to take possession of its assets or control of its operations,
          or

     4.   The Reinsurer's policyholders' surplus has been reduced by whichever
          is greater, (a) 20% of the amount of surplus at the inception of this
          Contract or (b) 20% of the amount stated in its last filed annual
          statutory statement with its state of domicile; or

     5.   The Reinsurer has become merged with, acquired or controlled by any
          company, corporation or individual(s) not controlling the party's
          operations previously, or

     6.   The Reinsurer has been assigned an AM Best's rating of less than A-1
          (N.B. as respects alien Reinsurers, a Standard & Poor's Insurance
          Rating of less than "BBB" will apply; as respect Lloyd's Syndicates, a
          reduction of the Reinsurer's S&P Lloyd's Syndicate Assessment (LSA)
          ranking from the LSA ranking that was in effect at the inception of
          October 1, 2004 of the contract will apply); or

     7.   The Reinsurer has or has attempted to transfer its entire liability
          under this Contract without the Reassured's prior written consent.

     8.   There is a severance or obstruction of free and unfettered
          communication and/or normal commercial or financial intercourse
          between the United States of America and the country in which the
          Reinsurer is incorporated or has its principal office as a result of
          war, currency regulations or any circumstances arising out of
          political, financial or economic uncertainty.


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B. In the event the Reassured elects termination, the liability of the Reinsurer
shall be terminated in accordance with the termination provisions of this
Contract, provided however that the Reassured shall have the right, by the
giving of prior written notice, to relieve the Reinsurer of liability for losses
occurring subsequent to the date of termination of this Contract. In that event,
the Reinsurer shall return the unearned portion of any premiums paid hereunder
(less any applicable ceding commission allowed thereon) and the minimum premium
provisions, if any, shall be waived.

C. In the event the Reassured elects to commute, the Reinsurer shall return the
sum total of the value of the ceded (1) Net Loss Reserves, (2) Loss Adjustment
Expense Reserves, (3) incurred but not reported reserves, and (4) unearned
premium reserve (after deduction for any ceding commission allowed thereon). In
the event the parties are unable to agree on the capitalized value of the
reserves to be returned to the Reassured, the Reassured and the Reinsurer shall
jointly appoint an independent and neutral actuary experienced in such matters
and the mutually agreed actuary shall render a decision. In the event that the
Reassured and the Reinsurer are unable to agree upon a single actuary within 30
days, the parties shall ask the then current President of the Casualty Actuarial
Society to appoint an actuary with those qualifications within another 30 days.
The decision of the actuary will be final and binding on both parties. The
Reassured and the Reinsurer shall share equally the fees and expenses of the
actuary. Upon payment of the amount so agreed or determined by the actuary to
the Reassured, the Reinsurer shall be completely released from all liability
under this Contract.

D. If the Reinsurer is an authorized or otherwise qualified reinsurer that is
not obligated under the Reserves Article of this Contract, to provide security
to obtain credit for the reinsurance provided by this Contract, the Reassured
shall also have the option, if it does not elect the commutation option
described above, to require the Reinsurer to provide the Reassured with
collateral funding as if the Reinsurer were not so authorized or otherwise so
qualified equal to the Reinsurer's obligations under this Contract in a manner
and as provided for under the Reserves Article of this Contract. The Reassured
shall have the option to require the Reinsurer to provide a qualifying letter of
credit but with the Reassured's consent, the Reinsurer shall have the sole
option of determining the method of funding referred to above, provided it is
acceptable to the Reassured and any insurance regulatory authorities involved.

ARTICLE 4 - TERRITORY

     Risk located in the United States of America, its territories or
possessions and Canada. On policies which provide coverage beyond the
territorial limits, the territorial limits of this Contract shall be identical
with those of the Reassured's original policies.

ARTICLE 5 - QUOTA SHARE PARTICIPATION

A. With respect to a Loss that arises under Business Covered under this
Contract, the Reinsurer shall be liable to, reinsure, and indemnify the
Reassured for a fifty percent (50%) quota share of:


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     1.   The Reassured's Net Loss, each coverage, each Policy, each Wrongful
          Act or Occurrence, each Named Insured or Additional Named Insured(s)
          but the Reinsurer's liability shall not exceed 50% of $2,000,000 in
          all for any one Net Loss each coverage, each Policy, each Wrongful Act
          or Occurrence, each Named Insured or Additional Named Insured(s) or
          $4,000,000 in the aggregate, each Policy, each Named Insured or
          Additional Named Insured(s), and

     2.   In addition to Net Loss as provided for above, ninety percent (90%) of
          any amount of (i) Extra-contractual Obligations or (ii) Loss Excess of
          Policy Limits that arises from Business Covered, each coverage, each
          Policy, each Named Insured or Additional Named Insured(s) but the
          Reinsurer's liability for any Extra-contractual Obligations and Loss
          Excess of Policy Limits shall not exceed its 50% share of 90% of (a)
          $2,000,000 any one Extra-contractual Obligations or Loss Excess of
          Policy Limits event or $4,000,000 in all for any Extra-contractual
          Obligations or Loss Excess of Policy Limits or (b) $8,000,000 in the
          aggregate any one Policy, each Named Insured or Additional Named
          Insured(s) and

B. With respect to Declaratory Judgment Expenses and in addition to the above,
the Reinsurer shall reimburse the Reassured for its quota share of a pro rata
proportion of any Declaratory Judgment Expenses ("DJ Expenses"), but such DJ
Expenses shall be subject to a total of $12,000,000 each coverage, each Policy,
each Wrongful Act or Occurrence each Named Insured or Additional Named
Insured(s) unless such DJ Expenses constitutes the only liability on the part of
the Reassured, in which case, DJ Expenses shall be deemed to be included as part
of the Reassured's Net Loss.

C. In addition to the above, the Reinsurer shall reinsure and reimburse the
Reassured for its quota share of a pro rata proportion of all Loss Adjustment
Expenses associated with the Business Covered which are not included as part of
the policy limit under the Reassured's policies reinsured hereunder, whether or
not Net Loss has been paid hereunder.

D. The Reassured shall be the sole judge of what constitutes one risk, Named
Insured or Additional Named Insured(s).

E. The Reassured is permitted to purchase facultative reinsurance and/or other
treaty reinsurance and shall deduct the premium thereof provided that the
reinsurance inures to the benefit of this treaty.

ARTICLE 6 - ORIGINAL CONDITIONS

     All Business Covered hereunder shall be subject to the same terms, clauses,
conditions, and modifications of the Reassured's Policies and the Reinsurers
shall pay losses as may be paid thereon and shall follow the settlements and
fortunes of the Reassured, subject always to the limits, terms and conditions of
this Contract.


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ARTICLE 7 - EXCLUSIONS

A. The following are excluded from the scope of this Contract:

     1.   Nuclear incidents in accordance with the attached Nuclear Incident
          Exclusions Clause - Liability - Reinsurance;

     2.   Reinsurance assumed by the Reassured; except inter-company reinsurance
          between the Reassured's companies and reinsurance of an individual
          risk or policy, which are subject matter of this Contract;

     3.   Asbestos - Full and absolute exclusion

     4.   Credit, Insolvency, Financial Guarantee and Surety; Fidelity;
          Fiduciary Liability;

     5.   War Exclusion; and

     6.   All liability of the Reassured arising, by contract, operation of law,
          or otherwise, from its participation or membership, whether voluntary
          or involuntary, in any insolvency fund. "Insolvency Fund" includes any
          guaranty fund, insolvency fund, plan, pool, association fund, or other
          arrangement, howsoever denominated established or governed, which
          provides for any assessment of or payment or assumption by the
          Reassured of part or all of any claim, debt, charge, fee, or other
          obligation of an insurer, or its successors or assigns, which has been
          declared by any competent authority to be insolvent, or which is
          otherwise deemed unable to meet any claim, debt, charge, or other
          obligation in whole or in part.

B. Policies covering insureds regularly engaged in operations not excluded
hereunder but whose operations may occasionally include one or more classes
excluded under 1, 2, 3, 4, and 6 of Section A, shall not be excluded from the
coverage afforded by this Contract provided said operations are incidental to
the main operations of the insured. The Reassured shall be the sole judge of the
meaning of the word "incidental", however, incidental is defined as no more than
10% of the total operations of the applicable entity.

C. Policies covering classifications excluded hereunder which the Reassured
inadvertently issues or issues in error shall be covered hereunder provided such
policies are canceled at the first available opportunity as allowed under the
terms of the original policy when a member of the executive or managerial staff
at the Reassured's home office, having underwriting authority in the class of
business involved, becomes aware that they apply to excluded classifications.


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ARTICLE 8 -- PREMIUM AND COMMISSION

A. The Reassured shall cede to the Reinsurers their proportionate share of the
gross written premium on all policies written or renewed with an effective date
on or after the inception of this Contract for the business described herein.

B. The Reinsurers shall allow a Ceding Commission of 30% to the Reassured on the
Subject Gross Net Written Premium under this contract. On all return premiums
the Reassured shall return the commission allowance to the Reinsurers. It is
expressly agreed that the ceding commission allowed the Company includes
provision for all dividends, commissions, taxes, assessments, and all other
expenses of whatever nature, except loss adjustment expense.

ARTICLE 9 - DEFINITION

A. The term "Declaratory Judgment Expense" or "DJ Expenses" as used in this
Contract will mean legal expenses paid by the Reassured in the investigation,
analysis, evaluation, resolution or litigation of coverage issues between the
Reassured and its insured(s), under policies reinsured hereunder, for a specific
loss, or losses tendered under such policies which loss or losses are not
excluded under this contract.

B. The term "Subject Gross Net Written Premium" as used in this Contract shall
mean the gross written premium of the Reassured for the classes of business
reinsured hereunder, plus additions, less return premium for cancellations and
reductions, and less premium for reinsurance that inures to the benefit of this
Contract.

C. The term "Policies", whenever used herein, shall mean all binders, policies,
contracts, certificates and other obligations, whether oral or written, of
insurance or reinsurance.

D. The terms "Wrongful Act", "Occurrence", "Named Insured" and "Additional Named
Insured" shall follow the definition of such term as in the Reassured's Policy.

E. The term "Loss Adjustment Expenses" shall mean and include but not be limited
to claims expenses sustained in connection with adjustment, defense, settlement
and litigation of claims and suits including Declaratory Judgment Expenses in
the satisfaction of judgments, resistance to or negotiations concerning a Loss
(which shall include the expenses and the pro rata share of the salaries of the
Reassured's field employees according to the time occupied in adjusting such
loss and the expenses of the Reassured's other employees while diverted from
their normal duties to the service of field adjustment but shall not include any
salaries of officers or normal overhead expenses of the Reassured), all interest
on judgments other than prejudgment interest when added to a judgment and
expenses sustained to obtain recoveries, salvages and other reimbursements, or
to secure the reversal or reduction of a verdict or judgment. Whenever Loss
Adjustment Expense is included within the limit of liability of the reinsured
Policies, such Loss Adjustment Expense will be added to the Reassured's Net
Loss.


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F. The term "Net Loss" shall mean (i) the sum or sums paid by the Reassured for
which it is liable under policies reinsured hereunder, (ii) prejudgment interest
when added to a judgment, (iii) Loss Adjustment Expenses but only when included
as part of the policy limit under the Reassured's policies, and (iv) any DJ
Expenses when such expenses constitute the only liability on the part of the
Reassured with respect to a claim covered hereunder and after deductions for all
inuring reinsurances or insurances whether collectible or not, and all
reimbursements or recoveries and any subrogation or salvages received.

G. The Reinsurer's liability hereunder shall not increase by reason of the
inability of the Reassured to collect from any other reinsurer or insurer, for
any reason, any amount that may be due from such reinsurer or insurer.

H. In the event a verdict or judgment is reduced by an appeal or a settlement,
subsequent to the entry of a judgment, resulting in an ultimate saving on such
verdict or judgment, or a judgment is reversed outright, the expense incurred in
securing such final reduction or reversal shall (1) be prorated between the
Reinsurer and the Reassured in proportion that each benefits from such reduction
or reversal and the expense incurred up to the time of the verdict or judgment
shall be prorated in proportion to each party's interest in such verdict or
judgment; or (2) when the terms and conditions of the Reassured's policies
reinsured hereunder include expenses as part of the policy limit, be added to
the Reassured's Net Loss.

I. The term "Loss in Excess of Policy Limits" means any amount paid or payable
by the Reassured in excess of its policy limits, but otherwise within the terms
of a policy reinsured by this Contract, as a result of a claim against it by its
insured to recover damages the insured is legally obligated to pay because of
the Reassured's alleged or actual negligence, gross negligence, bad faith or
other tortious conduct in rejecting a settlement within policy limits, or in
discharging its duty to defend or prepare the defense in the trial of a lawsuit
against its insured, or in discharging its duty to prepare or prosecute an
appeal consequent upon such a lawsuit.

J. The term "Extra-Contractual Obligations" means any liability for damages,
including related allocated loss adjustment expenses and any related pre or post
judgment interest arising out of policies reinsured by this Contract, other than
Loss in Excess of Policy Limits, paid or payable by the Reassured as a result of
a claim against it by its insured, which claim alleges gross negligence,
negligence, bad faith or other tortious conduct rejecting a settlement within
policy limits, or in discharging its duty to defend or prepare the defense in
the trial of a lawsuit against its insured, or in discharging its duty to
prepare or prosecute an appeal consequent upon such a lawsuit. For purposes of
this definition "payable" means the existence of a judgment which the Reassured
does not intend to appeal, or existence of a settlement offer which the
Reassured has accepted, or when a release has been obtained by the Reassured as
respects any loss in excess of policy limits and/or extra contractual
obligation.


                                       9

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ARTICLE 10 - LOSS IN EXCESS OF POLICY LIMITS AND EXTRA CONTRACTUAL OBLIGATIONS

A. An Extra-Contractual Obligation and/or Loss in Excess of Policy Limits shall
be deemed to have occurred on the same date as the loss covered under the
Reassured's original policy and shall constitute part of the original loss. The
Reinsurer will indemnify the Reassured for any Loss in Excess of Policy Limits
or Extra Contractual Obligation without regard to the limit of this Contract,
but subject to all of the other terms and conditions of this Contract.

B. No coverage is afforded for any Loss Excess of Policy Limtis and Extra
Contractual Obligation that has been incurred due to fraud and/or criminal
act(s) by a member of the Board of Directors or a corporate officer of the
Reassured acting individually or collectively or in collusion with any
individual or corporation or any other organization or party involved in the
presentation, defense or settlement of any claim covered hereunder.

C. Recoveries, whether collectible or not, including any retentions and/or
deductibles, from any form of insurance which protect the Reassured against any
loss or liability covered under this Article shall be deducted first from the
total amount of any Extra Contractual obligation and/or loss in excess of policy
limits in determining the amount of extra contractual obligation and/or loss in
excess of policy limits. The Reassured shall be indemnified in accordance with
this Article to the extent permitted by applicable law.

ARTICLE 11 - REPORTS AND REMITTANCES

A. The Reassured shall render a quarterly account within forty-five (45) days of
the close of each quarter which shall include a premium and loss bordereaux. The
premium bordereau should provide the following individual policy information:
Name of Insured, Policy Number, Effective Date, Policy Limits, and Policy
Premium. The loss bordereau should provide a listing of all claims reported, and
will include Policy Number, claim status, Name of Insured, paid loss, paid
expenses, outstanding loss, outstanding expenses and total incurred.

B. Amounts due the Reinsurers shall be remitted within sixty (60) days after the
close of the quarter. Amounts shown to be due the Reassured shall be remitted
within fifteen (15) days following the Reinsurer's receipt of the quarterly
report.

C. In the event that at any time the Reassured makes a claim payment which
exceeds $250,000 (for the 100% loss) and the amount of premiums held by the
Reassured is inadequate, it is agreed that the Reassured may make a call upon
the Reinsurer and, within five (5) working days after receipt of the cash call,
the Reinsurer agrees to pay such cash call to the Reassured directly by wire
transfer or by other mutually acceptable means. The Reassured shall also furnish
the Reinsurer any information needed and reasonably requested by the Reinsurer
in the format reasonably requested thereby.


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ARTICLE 12 - ERRORS AND OMISSIONS (BRMA 14A)

     Errors and omissions on the part of the Company shall not invalidate the
reinsurance under this Contract, provided such errors or omissions are corrected
promptly after discovery thereof, but the liability of the Reinsurer under this
Contract or any exhibits or endorsements attached hereto shall in no event
exceed the limits specified herein, nor be extended to cover any risks, perils
or classes of insurance or reinsurance generally or specifically excluded
herein.

ARTICLE 13 - CURRENCY (BRMA 12A)

A. Whenever the word "Dollars" or the "$" sign appears in this Contract, they
shall be construed to mean United States Dollars and all transactions under this
Contract shall be in United States Dollars.

B. Amounts paid or received by the Reassured in any other currency shall be
converted to United States Dollars at the rate of exchange at the date such
transaction is entered on the books of the Reassured.

ARTICLE 14 - TAXES (BRMA 50A)

     In consideration of the terms under which this Contract is issued, the
Reassured undertakes not to claim any deduction of the premium hereon when
making Canadian Tax returns or when making tax returns, other than Income or
Profits Tax returns, to any State or Territory of the United States of America
or to the District of Columbia.

ARTICLE 15 - FEDERAL EXCISE TAX (BRMA 17A)

(Applicable to those Reinsurers, excepting Underwriters at Lloyd's London and
other Reinsurers exempt from Federal Excise Tax, who are domiciled outside the
United States of America.)

A. The Reinsurers have agreed to allow for the purpose of paying the Federal
Excise Tax the applicable percentage of the premium payable hereon (as imposed
under Section 4371 of the Internal Revenue Code) to the extent such premium is
subject to the Federal Excise Tax.

B. In the event of any return of premium becoming due hereunder, the Reinsurers
shall deduct the applicable percentage from the return premium payable hereon
and the Reassured or its agent should take steps to recover the tax from the
United States Government.

ARTICLE 16 - OFFSET (BRMA 36C)

     The Reassured and the Reinsurers shall have the right to offset any balance
or amounts due from one party to the other under the terms of this Contract. The
party asserting the right of offset may exercise such right any time whether the
balances due are on account of premiums or losses or otherwise.


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ARTICLE 17 - ACCESS TO RECORDS CLAUSE (BRMA 1A)

     The Reinsurer or its designated representatives shall have free access at
any reasonable time to all records of the Company which pertain in any way to
this reinsurance.

ARTICLE 18 - RESERVES

A. If a jurisdiction of the United States shall not permit the Reassured, in the
statements required to be filed with its regulatory authority(ies), to receive
full credit as admitted reinsurance for any Reinsurers' share of obligations,
the Reassured shall forward to the Reinsurers a statement of the Reinsurers'
share of such obligations. Upon receipt of that statement the Reinsurers shall
promptly apply for, and provide the Reassured with, a "clean," unconditional and
irrevocable Letter of Credit, in the amount specified in the statement
submitted, with terms and from a bank acceptable to the Reassured and the
regulatory authority(ies) having jurisdiction over the Reassured.

B. "Obligations," as used in this Article, shall mean the sum of ceded (i) Net
Losses and Loss Adjustment Expenses paid by the Reassured but not yet recovered
from the Reinsurers, plus (ii) reserves for reported Net Losses and Loss
Adjustment Expenses, plus (iii) reserves for Net Losses incurred but not
reported (including Loss Adjustment Expenses) and premiums unearned, if any.

C. The Letter of Credit shall provide for automatic extension of the Letter of
Credit without amendment for one year from the date of expiration of said Letter
or any future expiration date unless thirty (30) days prior to any expiration
the issuing bank shall notify the Reassured by certified mail that the issuing
bank elects not to consider the Letter of Credit renewed for any additional
period. An issuing bank, not a "qualified bank" as defined by Regulation No. 133
promulgated by the Insurance Department of the State of New York, shall provide
sixty (60) days notice to the Reassured prior to any expiration.

D. Notwithstanding any other provision of this Contract, the Reassured or any
successor by operation of law of the Reassured including, without limitation,
any liquidator, rehabilitator, receiver or conservator of the Reassured may draw
upon such credit, without diminution because of the insolvency of any party
hereto, at any time and undertakes to use and apply such credit for one or more
of the following purposes only:

     1.   To pay the Reinsurers' share or to reimburse the Reassured for the
          Reinsurers' share of any Obligations, as stipulated in the statement
          submitted by the Reassured to the Reinsurers, which is due to the
          Reassured and not otherwise paid by the Reinsurers.

     2.   In the event the Reassured has received notice of non-renewal of the
          Letter of Credit and the Reinsurer's liability remains unliquidated
          and undischarged thirty (30) days prior to the expiry date of the
          Letter of Credit, to withdraw the balance of the Letter of Credit and
          place such sums in an interest bearing trust account to secure the
          continuing obligations of the Reinsurer under this Contract until a
          renewal Letter of


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          Credit acceptable to the Reassured and the regulatory authority(ies)
          having jurisdiction over the Reassured, or a substitute in lieu
          thereof acceptable to the Reassured and the regulatory authority(ies)
          having jurisdiction over the Reassured, has been received by the
          Reassured. The Reassured shall provide to the Reinsurers payment of
          any interest thereon accruing from such account.

     3.   To make refund of any sum which is in excess of the actual amount
          required for Sections 1 and 2 of this paragraph.

E. At annual intervals or more frequently as determined by the Reassured, but
never more frequently than quarterly, the Reassured shall prepare a specific
statement, for the sole purpose of amending the Letter of Credit, of the
Reinsurers' share of any obligations. If the statement shows that the
Reinsurers' share of obligations exceeds the balance of credit as of the
statement date, the Reinsurers shall, within thirty (30) days after receipt of
notice of such excess, secure delivery to the Reassured of an amendment of the
Letter of Credit increasing the amount of credit by the amount of such
difference. If the statement shows, however, that the Reinsurers' share of
obligations is less than the balance of credit as of the statement date, the
Reassured shall, within thirty (30) days after receipt of written request from
the Reinsurers, release such excess credit by agreeing to secure an amendment to
the Letter of Credit reducing the amount of credit available by the amount of
such excess credit.

ARTICLE 19 - SERVICE OF SUIT

A. This Article only applies to a Reinsurer domiciled outside of the United
States and/or unauthorized in any state, territory or district of the United
States having jurisdiction over the Reassured. Furthermore, this Article will
not be read to conflict with or override the obligations of the parties to
arbitrate their disputes as provided for in the Article entitled Arbitration.
This Article is intended as an aid to compelling arbitration or enforcing such
arbitration or arbitral award, not as an alternative to the Arbitration Article
for resolving disputes arising out of this Contract.

B. In the event of any dispute, the Reinsurer, at the request of the Reassured,
shall submit to the jurisdiction of a court of competent jurisdiction within the
United States. Nothing in this Article constitutes or should be understood to
constitute a waiver of any obligation to arbitrate disputes arising from this
Contract or the Reinsurer's rights to commence an action in any court of
competent jurisdiction in the United States, to remove an action to a United
States District Court, or to seek a transfer of a case to another court as
permitted by the laws of the United States or of any state in the United States.

C. Service of process in any such suit against the Reinsurer may be made upon
Mendes and Mount, 750 Seventh Avenue, New York, New York 10019-6829, - or in
substitution therefore, the firm identified by the Reinsurer on the Reinsurer's
signature page to this Contract, - ("Firm") and in any suit instituted, the
Reinsurer shall abide by the final decision of such court or of any Appellate
Court in the event of an appeal.


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D. The Firm is authorized and directed to accept service of process on behalf of
the Reinsurer in any such suit and/or upon the request of the Reassured to give
a written undertaking to the Reassured that they shall enter a general
appearance upon the Reinsurer's behalf in the event such a suit shall be
instituted.

E. Further, as required by and pursuant to any statute of any state, territory
or district of the United States which makes provision therefore, the Reinsurer
hereby designates 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 Reassured or any beneficiary hereunder arising out of this Contract, and
hereby designates the above-named as the person to whom the said off