EXHIBIT 10.24 CASUALTY VARIABLE QUOTA SHARE REINSURANCE AGREEMENT

EXHIBIT 10.24

CASUALTY VARIABLE QUOTA SHARE REINSURANCE AGREEMENT

PLACEMENT SLIP

COMPANY: Allied World Assurance Company, Ltd., Hamilton, Bermuda;
Allied World Assurance Company (Europe) Ltd.
Allied World Assurance Company (Reinsurance) Ltd.

EFFECTIVE: Continuous and to take effect March 1st, 2004, 12:01 a.m.
Atlantic Standard Time as respects new and renewal business.

CANCELLATION: Any March 1st 12:01 a.m. standard time by either party via 90
days prior written notice. Run-off to policy expiration or
renewal date, whichever comes first. Following cancellation,
Reinsurer's liability will continue in the event any extended
reporting period options are exercised in accordance with
claims made or occurrence reported policies and/or in the
event Company is bound by statute or regulation to continue
coverage with respect to policies attaching after the
effective date of this agreement and prior to the effective
date of Notice of Cancellation.

BUSINESS
COVERED: All policies underwritten by the Company's General Casualty
staff and classified by the Company as Excess General
Casualty Insurance. Maximum policy period 12 months, plus odd
time not to exceed 18 months in all; with the exception of
single project construction risks.

EXCLUSIONS: As attached.

TERRITORY: To follow the companies policies.

LIMIT &
RETENTION: SECTION A

10% quota share on policies of up to USD/EUROS 25,000,000 or
GBP 15,000,000 or USD currency equivalent, each policy, each
occurrence, each occurrence reported, or claim made in excess
of a minimum original attachment of USD/EUROS/GBP 10,000,000.

The maximum limit of liability under this Agreement will be
the Reinsurer's share of USD/EUROS 25,000,000 or GBP
15,000,000 each policy, each occurrence, each occurrence
reported, or claim made, (subject to reinstatement and
aggregate provisions, if any, in reinsured policies).

Loss expense will be in addition to the above limit of
liability as set forth in the Loss Adjustment Expense Section
below, and ECO/ELL will also be in addition to said limit of
liability, subject, however to one additional Treaty limit.

The Company warrants it will retain net and unreinsured
USD/EUROS 22,500,000 or GBP 13,500,000 each policy, each
occurrence, each occurrence reported or claim made.

SECTION B

To accept a Variable Quota Share cession on policies in
excess of USD/EUROS 25,000,000 or GBP 15,000,000 in an amount
proportional to the Company's Share, whereby the Company
retains USD/EUROS 25,000,000 or GBP 15,000,000 each policy,
each occurrence, each occurrence reported or claim made, and
the Reinsurer receives up to a maximum cession hereunder of
USD/EUROS 25,000,000 or GBP 15,000,000 part of USD/EUROS
50,000,000 or GBP 30,000,000 or USD currency equivalent, each
policy, each occurrence, each occurrence reported or claim
made in excess of a minimum original attachment of USD/EUROS
25,000,000 or GBP 15,000,000.

The maximum limit of liability under this Agreement will be
the Reinsurer's share of USD/EUROS 25,000,000 or GBP
15,000,000 part of USD/EUROS 50,000,000 or GBP 30,000,000
each policy, each occurrence, each occurrence reported, or
claim made, (subject to reinstatement and aggregate
provisions, if any, in reinsured policies). Loss expense will
be in addition to the above limit of liability as set forth
in the Loss Adjustment Expense Section below, and ECO/ELL
will also be in addition to said limit of liability, subject,
however to one additional Treaty limit

The Company warrants it will retain net and unreinsured
USD/EUROS 25,000,000 or GBP 15,000,000 each policy, each
occurrence, each occurrence reported or claim made.

WARRANTY The Company warrants that the maximum limit of liability
across both Section A and B for any one insured will be
USD/EUR 50,000,000 or GBP 30,000,000

LOSS ADJUSTMENT
EXPENSE: Pro rata in addition to Reinsurers' limit of liability,
unless all loss expense is included within the limit of
liability of reinsured policies.

PREMIUM: The Reinsurer's pro rata share of net subject written
premium. "Net subject written premium" shall mean the gross
written premium of the Company for the classes of business
reinsured hereunder as specified in the Coverage Article,
including any premium paid by original insureds

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in respect of any extended reporting periods or discovery
periods and any reinstatement premium payable by original
insureds, less returned premium for cancellations and
reductions, and less premium for reinsurance as set forth in
the Other Reinsurance Article.

CEDING
COMMISSION: Section A: Flat Rate of 25% of ceded premium.
Section B: Flat rate of 22.5% of ceded premium

REPORTS AND
REMITTANCES: Reports and remittances due within 45 days following the end
of each month. Loss settlements due monthly 45 days after
receipt of the report from the Company.

Detailed per risk information on accounts written including
original insured name, limits, attachment, premium,
applicable reinsurance and claim information by Insured on a
monthly basis.

GOVERNING
LAW: Governing law will be New York Law, without regard to the
principles of conflicts of laws thereunder. Notwithstanding
the foregoing, as to rules regarding credit for reinsurance,
the rules of all applicable states or other jurisdictions
will pertain thereto.

OTHER
PROVISIONS: Reinsurers will be subject to the same terms, rates,
conditions, interpretations, waivers, modifications, and
alterations as the respective policies of the Company to
which this Agreement applies.
Agency Clause - as attached
Access to Records Clause - as attached
Arbitration Clause - as attached
Confidentiality Agreement Clause - as attached
Currency Revaluation Clause - USD$- as attached
Errors and Omissions Clause - as attached
Entire Agreement, Interpretation Clause - as attached
Extra Contractual Obligations and Excess Limits Liability
(100% with one additional Treaty limit) - as attached
Follow the Fortunes Clause - subject to all terms
conditions and exclusions contained herein - as attached
Foreign Exchange Clause - as attached
Insolvency Clause - applies severally to each reinsured
entity- as attached
Loss and Loss Adjustment Expense Clause - as attached
Notice of Loss and Loss Settlements Clause - as attached
Offset Clause - as attached
Service of Suit Clause - in Bermuda - as attached
Special Termination or settlement Clause - as attached

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INFORMATION: Estimated Gross Applicable Premium Income:
Section A - USD 125,000,000
Section B - USD 125,000,000

The Reinsurer's obligations under this Agreement are several and not joint and
are limited solely to the extent of their individual participations. The
Reinsurers are not responsible for the participation of any co-subscribing
Reinsurer who for any reason does not satisfy all or part of its obligations.

REINSURED WITH:

COMPANY NAME SECTION A SECTION B
------------ --------- ---------

National Union Fire Insurance 30% 10%
Company of Pittsburgh, PA

Assuming that you find everything in order, please indicate your acceptance and
approval by signing and returning this Final Placement Slip.

ACCEPTED &
APPROVED: /s/ M Xxxxxx
------------

REFERENCE
NUMBER: ____________________________________________ DATED: 12/13/04

(FOR PROCESSING PURPOSES IT IS IMPORTANT THAT YOU PROVIDE YOUR COMPANY'S
REFERENCE NUMBER FOR THIS PROGRAM.)

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EXCLUSIONS

This Agreement does not apply to and specifically excludes the following:

1. Liability assumed by the Company under any form of treaty reinsurance.

2. Loss or liability excluded by the Insolvency Funds Exclusion Clause.

3. Loss or liability excluded by the Nuclear Incident Exclusion Clauses
Reinsurance USA and Canada NMA 1590 and Nuclear Energy Risks Exclusion
Clause (Reinsurance) (1994) NMA 1979a, NMA 1975a (Japanese Amendment).

4. Nuclear Incident Exclusion Clauses, Reinsurance USA and Canada, NMA 1166,
NMA 1251

5. Loss caused directly or indirectly by war, whether or not declared, civil
war, insurrection, rebellion or revolution or any act or condition
incidental to any of the foregoing. This exclusion will not be more
limiting than the war exclusion in any policy issued by the Company that
is subject to this Agreement provided however that such exclusion is not
in conflict with the December 2003 Underwriting Guidelines.

6. Loss or liability from First Party Product Recall.

7. Loss or liability arising out of integrated and/or batch occurrence in
respect of auto manufacturers and critical auto parts manufacturers.
Critical auto parts defined as brakes and component parts, alternators,
engine and engine control parts, clutch set, axle/joint, fuel/gas tanks
and component parts, ignition parts, shock/strut, steering/suspension,
electrical switches, transmission/gearbox, wheels/tires, seatbelts, door
latches and airbags.

8. Secondary product recall for companies involved with the manufacture of
automobiles or critical automobile products as specified in 7 above.

9. Cessions attaching below USD/EURO/GBP10,000,000 per occurrence or USD
currency equivalent for Section A and USD/EUROS25,000,000 or GBP15,000,000
or USD currency equivalent per occurrence or equivalent for Section B.

10. Directors and Officers Liability.

11. Errors and Omissions and Professional Liability coverage, except for
incidental exposure. Incidental exposure is defined as an insured's
operations for which there are no identifiable and dedicated third party
revenues associated with the exposure. This exclusion shall not apply to
resultant Bodily Injury or Personal Injury or Property Damage arising out
of the operations of an Insured.

Additionally, this exclusion does not apply to Druggist Liability.

12. Loss or liability arising out of Multi-Year policies (the Term "Multi-Year
Policies" to be defined to mean policies issued for periods greater than
12 months plus odd time not exceeding 18 months in all; with the exception
of single project construction risks).

13. Business derived directly as a member of any Pool, Association or
Syndicate.

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14. Surety / Fidelity / Credit / Financial Guarantee and Insolvency losses.

15. Medical Malpractice. This exclusion will not apply to "In-House Medical
Professionals" such as Nurses or Physicians who treat fellow employees at
an Insured's premises while in the course of their employment with that
Insured.

16. Business classified as "Environmental Impairment Liability Insurance",
when written as such.

17. Asbestos, except as per XL 004 Policy Form (or similar occurrence reported
forms).

18. Aviation Liability, unless such coverage pertains to an incidental part of
the original insured's overall operations. Additionally, Aircraft Products
Liability will not be covered when the original policy is issued to a
concern principally engaged in the manufacture of aircraft, aircraft
engines or aircraft propellers. This exclusion does not apply to fuel or
other fluids and lubricants utilized for Aircraft.

19. Employment Practices Liability, when written as such.

20. Methyl tertiary-butyl ether (MTBE). However, as respects liability or
alleged liability for other pollutants that may involve or include MTBE,
coverage hereon shall not be excluded as long as such liability or alleged
liability for that portion of the discharge is not based on a MTBE
Pollutants Claim.

21. Loss or liability from Enron, Xxxxxx Xxxxxxxx, World Com, and the
terrorist attacks that took place in the United States on September 11th,
2001, including but not limited to losses either directly or indirectly
caused by the hijacking and the crashes of the four passenger aircraft and
any subsequent losses related to these incidents and all other
circumstances that are publicly and/or generally known that may give rise
to a claim hereon at the effective date of this agreement.

22. Pure Financial Loss.

The Company may submit in writing to the Reinsurers, for special acceptance
hereunder, business not covered by this Agreement. If said business is accepted
in writing by the Reinsurers, it will be subject to the terms of this Agreement,
except as such terms are modified by such acceptance.

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ACCESS TO RECORDS

The Reinsurers, or their duly authorized representative, will have
free access at all reasonable times during and after the currency of this
Agreement, to books and records maintained by any of the division, department
and branch offices of the Company which are involved in the subject matter of
this Agreement and which pertain to the reinsurance provided hereunder and all
claims made in connection therewith.

AGENCY

For purposes of sending and receiving notices and payments required
by this Agreement, the reinsured company that is set forth first in the
definition of "Company" in the Preamble to this Agreement will be deemed the
agent of all other reinsured companies referenced in the Preamble. In no event,
however, will any reinsured company be deemed the agent of another with respect
to the terms of the Insolvency Article.

ARBITRATION

A. Any and all disputes arising under or relating to this policy, including
its formation and validity, shall be finally and fully determined in
Xxxxxxxx, Bermuda under the provisions of The Bermuda International
Conciliation and Arbitration Act of 1993 (exclusive of the Conciliation
Part of such Act), as may be amended and supplemented, by a Board composed
of three arbitrators to be selected for each controversy as follows:

In the event of a dispute, controversy or claim, any party may notify the
other party or parties to such dispute, controversy or claim of its desire
to arbitrate the matter, and at the time of such notification the party
desiring arbitration shall notify any other party or parties of the name
of the arbitrator selected by it. The other party who has been so notified
shall within thirty (30) calendar days thereafter select an arbitrator and
notify the party desiring arbitration of the name of such second
arbitrator. If the party notified of a desire for arbitration shall fail
or refuse to nominate the second arbitrator within thirty (30) calendar
days following receipt of such notification, the party who first served
notice of a desire to arbitrate shall, within an additional period of
thirty (30) calendar days, apply to the Supreme Court of Bermuda for the
appointment of a second arbitrator and in such a case the arbitrator
appointed by such court shall be deemed to have been nominated by the
party or parties who failed to select the second arbitrator. The two
arbitrators, chosen as above provided, shall within thirty (30) calendar
days after the appointment of the second arbitrator choose a third
arbitrator. In the event of the failure of the first two arbitrators to
agree on a third arbitrator within said thirty (30) calendar day period,
either of the parties may within thirty (30) calendar days thereafter,
after notice to the other party or parties, apply to a the Supreme Court
of Bermuda for the appointment of a third arbitrator and in such case the
person so appointed shall be deemed and shall act as the third arbitrator.
Upon acceptance of the appointment by said third arbitrator, the Board of
Arbitration for the controversy in question shall be deemed fixed.

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B. All claims, demands, denials of claims and notices pursuant to this
Article shall be given in writing and given by hand, prepaid express
courier, airmail or telecopier properly addressed to the appropriate party
and shall be deemed as having been effected only upon actual receipt.

C. The Board of Arbitration shall fix, by a notice in writing to the parties
involved, a reasonable time and place for the hearing and may prescribe
reasonable rules and regulations governing the course and conduct of the
arbitration proceeding, including without limitation discovery by the
parties. The Board will be relieved of all judicial formality and will not
be bound by the strict rules of procedure evidence. The Board will
interpret this Agreement as if it were an honorable engagement rather than
as merely a legal obligation.

D. The Board shall, within ninety (90) calendar days following the conclusion
of the hearing, render its decision on the matter or matters in
controversy in writing and shall cause a copy thereof to be served on all
the parties thereto. In case the Board fails to reach a unanimous
decision, the decision of the majority of the members of the Board shall
be deemed to be the decision of the Board. Such decision shall be a
complete defense to any attempted appeal or litigation of such decision of
the Board of Arbitration by, any court or other body to the fullest extent
permitted by applicable law.

E. Any order as to the costs of the arbitration shall be in the sole
discretion of the Board, who may direct to whom and by whom and in what
manner they shall be paid.

F. All awards made by the Arbitration Board shall be final and no right of
appeal shall lie from any award rendered by the Arbitration Board. The
parties agree that the Supreme Court of Bermuda: (1) shall not grant leave
to appeal any award based upon a question of law arising out of the award;
(ii) shall not grant leave to make an application with respect to an
award; and (iii) shall not assume jurisdiction upon any application by a
party to determine any issue of law arising in the course of the
arbitration proceeding, including but not limited to whether a party has
been guilty of fraud.

All awards made by the Arbitration Board may be enforced in the same
manner as a judgment or order from the Supreme Court of Bermuda and
judgment may be entered pursuant to the terms of the award by leave from
the Supreme Court of Bermuda.

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pleadings. For purposes of this paragraph, any instance in which two or
more Reinsurers have not paid their proportional shares of the same
balance claimed due by the Company will be deemed to involve the "same
dispute(s) or difference(s) arising out of this Agreement." Communications
will be made by the Company to each of the Reinsurers constituting one
party. Nothing in this paragraph will impair the rights of Reinsurers to
assert several rather than joint defenses or claims, change their
liability under this Agreement from several to joint, or impair their
rights to retain separate counsel in connection with the arbitration.

H. This Contract, and any dispute, controversy or claim arising out of or
relating to this Contract, shall be governed by and construed in
accordance with the Law of the State of New York.

I. Unless prohibited by law, the Supreme Court of Bermuda will have exclusive
jurisdiction over any and all court proceedings that either party may
initiate in connection with the arbitration, including proceedings to
compel, stay, or enjoin arbitration or to confirm, vacate, modify, or
correct an arbitration award.

J. This article will survive the expiration or termination of this Agreement.

CONFIDENTIALITY

All terms and conditions of this Agreement and any materials
provided in the course of inspection will be kept confidential by the Reinsurer
as against third parties, unless the disclosure is required pursuant to process
of law or unless the disclosure is to Reinsurer's retrocessionaires, financial
auditors or governing regulatory bodies. Disclosing or using this information
for any purpose beyond the scope of this Agreement, or beyond the exceptions set
forth above, is expressly forbidden without the prior consent of the Company.

CURRENCY REVALUATION

It is agreed that underwriting to contractual and/or underlying
limits for currencies other than USD/EUROS/GBP will be done in terms of United
States (U.S.) dollar equivalent on the basis of exchange rates supplied by AIG
at the start of each month and used by the Company in their own books of account
and also applicable to any subsequent adjustments of premium thereto. In the
event there is a reduction in parity value of the U.S. dollar from that existing
at the time the risk was written which results in the contractual and/or
underlying limits being exceeded, the Company will be held covered for such
excess until next renewal of the risk, at which time underwriting will then
conform to the contractual and/or underlying U.S. dollar limits in effect at the
time.

ERRORS AND OMISSIONS

Any inadvertent delay, omission or error will not relieve either
party hereto from any liability which would attach to it hereunder if such
delay, omission or error had not been made, provided such delay, omission or
error is rectified immediately upon discovery.

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ENTIRE AGREEMENT, INTERPRETATION

A. With respect to the business being reinsured hereunder, (i) this Agreement
constitutes the entire agreement between the parties, and (ii) there are
no understandings or agreements between the parties other than those
expressed in this Agreement. Any change to or modification of this
Agreement will be made by written amendment to this Agreement and signed
by the parties hereto.

B. This Agreement is between sophisticated parties, each of which has
reviewed the Agreement and is fully knowledgeable about its terms and
conditions. The parties therefore agree that this Agreement will be
construed without regard to the authorship of the language and without any
presumption or rule of construction in favor of either of them.

EXTRA CONTRACTUAL OBLIGATIONS AND EXCESS LIMITS LIABILITY

This Agreement will extend to cover any claims-related extra
contractual obligations and/or excess limits liability arising because of, but
not limited to, the following:

A. Failure of the Company to agree to pay a claim within the policy limits or
to provide a defense against such claims.

B. Actual or alleged bad faith, fraud, or negligence in investigating or
handling a claim or in rejecting an offer of settlement.

C. Negligence or breach of duty in the preparation of the defense or the
conduct of a trial or the preparation or prosecution of any appeal and/or
subrogation and/or any subsequent action resulting there from.

"Extra contractual obligations" as used in this Agreement will mean
those liabilities not covered under any other provision of this Agreement for
which the Company is liable to its insured or a third-party claimant, or that
the Company paid as its share of a claims-related extra contractual obligation
awarded against one or more of its co-insurers.

"Excess limits liability" as used in this Agreement will mean any
amount for which the Company would have been contractually liable to pay had it
not been for the limits of the reinsured policy.

There will be no recovery hereunder where the extra contractual
obligation or excess limits liability has been incurred due to fraud committed
by a member of the board of directors or a corporate officer of the Company,
acting individually, collectively, or in collusion with a member of the board of
directors, a corporate officer, or a partner of any other corporation,
partnership, or organization involved in the defense or settlement of a claim on
behalf of the Company.

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The date on which any extra contractual obligations and/or excess
limits liability is incurred by the Company will be deemed, in all
circumstances, to be the date of the original loss. Nothing in this Article will
be construed to create a separate or distinct loss apart from the original
covered loss that gave rise to the extra contractual obligations and/or excess
limits liability discussed in the preceding paragraphs. The Reinsurers'
liability as respects extra contractual obligations and/or excess limits
liability under this Agreement will be in addition to the Reinsurers'
indemnification coverage set forth in the Coverage Article, however, such
additional liability will not exceed one Agreement limit in the aggregate.

FOLLOW THE FORTUNES

A. The Reinsurer's liability will attach simultaneously with that of the
Company and will be subject in all respects to the same risks, terms,
conditions, interpretations, waivers, modifications, alterations, and
cancellations as the respective insurances (or reinsurances) of the
Company, the true intent of this Agreement being that the Reinsurer will,
subject to the terms, conditions, and limits of this Agreement, follow the
fortunes of the Company.

B. Nothing will in any manner create any obligations or establish any rights
against the Reinsurer in favor of any third parties or any persons not
parties to this Agreement.

FOREIGN EXCHANGE

A. All premium and loss payments hereunder will be in United States currency
for all risks.

B. Premiums due hereunder in other than United States currency will be paid
by the Company in United States dollars at the rates of exchange used by
the Company in their own books of account and also applicable to any
subsequent adjustments of premium thereto.

C. The amounts recoverable for losses in other than United States will be
converted into United States dollars at the same rates of exchange used by
the Company in their own books either at the time of the settlement and
also applicable to any subsequent adjustments of premium thereto.

INSOLVENCY

This article will apply severally to each reinsured company referenced
within the definition of the "company' in the Preamble to this Agreement.
Further, this Article and the laws of the domiciliary state will apply in
the event of the insolvency of any company intended to be covered
hereunder. In the event of a conflict between any provision of this
Article and the laws of the domiciliary state of any company intended to
be covered hereunder, that domiciliary state's laws will prevail.

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A. In the event of the insolvency of the Company, this reinsurance will be
payable directly to the Company, or to its liquidator, receiver,
conservator or statutory successor immediately upon demand on the basis of
the liability of the Company without diminution because of the insolvency
of the Company or because the liquidator, receiver, conservator or
statutory successor of the Company has failed to pay all or a portion of
any claim. It is agreed, however, that the liquidator, receiver,
conservator or statutory successor of the Company will give written notice
to the Reinsurers of the pendency of a claim against the Company which
would involve a possible liability on the part of the Reinsurers,
indicating the policy or bond reinsured, within a reasonable time after
such claim is filed in the conservation or liquidation proceeding or in
the receivership. It is further agreed that during the pendency of such
claim the Reinsurers may investigate such claim and interpose, at their
own expense, in the proceeding where such claim is to be adjudicated, any
defense or defenses that they may deem available to the Company or its
liquidator, receiver, conservator, or statutory successor. The expense
thus incurred by the Reinsurers will be chargeable, subject to the
approval of the Court, against the Company as part of the expense of
conservation or liquidation to the extent of a pro rata share of the
benefit which may accrue to the Company solely as a result of the defense
undertaken by the Reinsurers.

B. Where two or more Reinsurers are involved in the same claim and a majority
interest elect to interpose defense to such claim, the expense will be
apportioned in accordance with the terms of the Agreement as though such
expense had been incurred by the Company.

C. The reinsurance will be payable by the Reinsurers to the Company or to its
liquidator, receiver, conservator, or statutory successor, except as
provided by Section 4118(a)(1) (A) and 1114 (c) of the New York Insurance
Law or except (a) where the Agreement specifically provides another payee
of such reinsurance in the event of the insolvency of the Company, or (b)
where the Reinsurers with the consent of the direct insured or insureds
have voluntarily assumed such policy obligations of the Company as direct
obligations of the Reinsurers to the payees under such policies and in
substitution for the obligations of the Company to the payees. Then, and
in that event only, the Company, with the prior approval of the
certificate of assumption on New York risks by the Superintendent of
Insurance of the State of New York, is entirely released from its
obligation and the Reinsurers pay any loss directly to payees under such
policy.

D. Notwithstanding clauses A, B, and C, where the Company is authorized under
the Insurance Companies Act (Canada) to insure in Canada risks, in the
event of the insolvency of the Company, reinsurance payable in respect of
the insurance business in Canada of the Company will be payable to the
Chief Agent in Canada of the Company or to the liquidator, receiver,
conservator or statutory successor appointed in Canada in respect of the
insurance business in Canada of the Company without diminution because of
the insolvency of the Company or because the Company or a liquidator,
receiver, conservator or statutory successor of the Company has failed to
pay all or any portion of any claim. All other terms and conditions of
clauses A, B, and C remain in effect and apply to this clause D which will
prevail if there is a conflict or inconsistency.

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LOSS AND LOSS ADJUSTMENT EXPENSE

A. The Company alone and at its full discretion will adjust, settle or
compromise all claims and losses. All such settlements, compromises, and
adjustments, whether involving coverage issues or otherwise, will be
binding on the Reinsurer in proportion to its participation. The Company
will likewise at its sole discretion commence, continue, defend,
compromise, settle or withdraw from actions, suits or proceedings and
generally do all such matters and things relating to any claim or loss as
in its judgment may be beneficial or expedient, and all payments made and
costs and expenses incurred in connection therewith or in taking legal
advice therefore (including those which are the result of actions and/or
disputes between the insured and the Company and including the pro rata
share, according to the time occupied in adjusting such loss, of salaries
and expenses of the Company's field employees and salaried adjusters who
have no administrative duties, including but not limited to charges and/or
expenses incurred through the use of third party claim services and/or
technical services, and expenses of the Company's officials incurred in
connection with the loss but excluding salaries of the Company's officials
and regular office employees and office expenses of the Company) will be
shared by the Reinsurer proportionately. The Reinsurer will, on the other
hand, benefit proportionately from all reductions of losses by salvage,
compromise or otherwise.

B. If the amount due to the Company for loss or losses recoverable under this
Agreement for any one loss occurrence is in excess of $7,500,000, the
Reinsurer will, upon demand and receipt of reinsurance proofs of loss,
forthwith remit the amount due; otherwise losses will be carried to
account as otherwise provided herein.

NOTICE OF LOSS AND LOSS SETTLEMENTS

A. In the event of a loss which either results in or appears to be of serious
enough nature to result in the involvement of this Agreement, the Company
will give notice as soon as reasonably practicable to the Reinsurer and
the Company will keep the Reinsurer advised of all subsequent developments
in connection therewith.

B. All settlements, compromises, and adjustments made by the Company, whether
involving coverage issues or otherwise, will be binding on the Reinsurer.
Such settlements, compromises, or adjustments will be considered
satisfactory proofs of loss, and amounts falling to the share of the
Reinsurer will be immediately payable to the Company upon presentation of
reasonable evidence of the amount paid or due and payable by the Company.

SERVICE OF SUIT

(This Article applies to Reinsurers unauthorized in any jurisdiction
that has authority over the Company and in which a subject suit has been
instituted. This Article is not intended to conflict with or override the
parties obligation to arbitrate their disputes in accordance with the
Arbitration Article)

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In the event any Reinsurer hereon fails to pay any amount claimed due hereunder
such Reinsurer, at the request of the Company, will submit to the jurisdiction
of a court of competent jurisdiction within England or Bermuda and will comply
with all requirements necessary to give that court jurisdiction.

OFFSET

Each party hereto will have, and may exercise at any time and from
time to time, the right to offset any undisputed balance or balances, whether on
account of premiums or on account of losses or otherwise, due from such party to
the other (or, if more than one, any other) party hereto under this Agreement or
under any other reinsurance agreement heretofore or hereafter entered into by
and between them, and may offset the same against any undisputed balance or
balances due to the former from the latter under the same or any other
reinsurance agreement between them, and the party asserting the right of offset
will have and may exercise such right whether the undisputed balance or balances
due to such party from the other are on account of premiums or on account of
losses or otherwise and regardless of the capacity, whether as assuming insurer
or as ceding insurer, in which each party acted under the agreement or, if more
than one, the different agreements involved, provided, however, that, in the
event of the insolvency of a party hereto, offsets will only be allowed in
accordance with the provisions of Section 7427 of the Insurance Law of the State
of New York.

Where the Company is authorized under the Insurance Companies Act
(Canada) to insure in Canada risks, for the purpose of this Article, the branch
of a Company in Canada will be considered as a party separate and distinct from
the Company and the right of offset provided for in this Article will belong to
and be applied against that branch as though it were a separate and distinct
party.

- 14 -

SPECIAL TERMINATION OR SETTLEMENT

(Applicable separately as between the Company and each Reinsurer)

Section I.

A. Either party may terminate this Agreement upon 45 days notice in the event
that the other party should at any time (whether voluntarily or otherwise)
become insolvent, or suffer any impairment of capital, or become the
subject of any liquidation, rehabilitation, receivership, supervision,
conservation, or bankruptcy action or proceeding (whether judicial
otherwise) or of a proposed Scheme of Arrangement, or be acquired or
controlled (whether directly or indirectly) by any other company or
organization.

B. The Company may terminate this Agreement forthwith in the event that:

1. The Reinsurer ceases writing reinsurance; or

2. The Reinsurer at any time (i) has a Standard & Poor's (S&P) Insurer
Financial Strength Rating of lower that "A-"; or (ii) ceases to have
any S&P Insurer Financial Strength Rating (including a designation
of "not rated" or "NR") after having had an S&P rating at or after
the inception of this Agreement; or

3. The Reinsurer at any time (i) has a Best Rating, as provided by A.M.
Best Company, of lower than "A-"; or (ii) ceases to have any Best
Rating (including a designation of "not rated" or "NR") after having
had a Best Rating at or after the inception of this Agreement; or

4. Over any period not exceeding twelve months, the policyholders;
surplus of the Reinsurer, as reported in such financial statements
of the Reinsurer as designated by the Company, drop by 20% or more;
or

5. (Applicable to Reinsurers domiciled in the United States)

Upon application of the NAIC Insurance regulatory Information System
(IRIS) tests to the Reinsurers most recent statutory Annual
Statement (which the Reinsurer hereby agrees to furnish to the
Company upon request), it is found that four (4) or more of the
Reinsurers IRIS financial ratio values are outside of the usual
range established in the IRIS system.

Not withstanding the above, subparts 4 and 5 will not apply to any
Reinsurer having at all times both S&P Insurer Financial Strength
and Best Rating of "A" or higher.

C. Termination under Part A. or B. of this Section will be effected by
written notice. The Company will elect whether the termination will be on
a run-off basis or a clean-cut basis with an immediate settlement of all
present and future obligations under this Agreement. If the Company
initially elects a run-off basis, within 15 days of receiving notice of
the Company's election, the Reinsurer will secure all such obligations
through a trust account or a clean, unconditional, irrevocable, and
evergreen letter of credit from a financial

institution acceptable to the Company. However, even if such security is
requested by the Company and/or provided by the Reinsurer, it is agreed
that the Company will retain the right to require an immediate settlement
of all present and future obligations at any subsequent date.

Section II.

A. After the expiration or termination of this Agreement for any reason other
than a Special Termination governed by Section I., above, if the Reinsurer
has any remaining present or future obligations to the Company and any of
the six events described in Part B. of Section I should occur, the Company
(i) may require an immediate settlement of all present and future
obligations under this Agreement, or (ii) may require the Reinsurer to
secure all such obligations through a trust account or a clean,
unconditional, irrevocable, and evergreen letter of credit from a
financial institution acceptable to the Company.

B. If the Company initially requires security under Part A. of this Section,
it will notify the Reinsurer in writing and the Reinsurer will provide
such trust account or letter of credit within 15 days. However, even if
such security is requested by the Company and/or provided by the
Reinsurer, it is agreed that the Company will retain the right to require
an immediate settlement of all present and future obligations at any
subsequent date.

Section III.

A. For purposes of this Article, "all present and future obligations" means
outstanding losses (including IBNR), return of unearned premiums, and all
other present or future balances, obligations, or amounts due the Company
or Reinsurer under this Agreement.

B. In no event will this Article be construed to limit the amount of, or the
rights and obligations of the parties with respect to, any security
withheld or required in accordance with the Reserve Deposit Article hereof
(if applicable).

C. In the event of an immediate settlement of all present and future
obligations, upon receipt of final payment, the Company and the Reinsurer
will execute a full and final commutation and mutual release of their
respective liabilities under the Agreement.

D. When requested by either party an appraisal of IBNR will be made by a
disinterested actuary.

E. Settlements under this Article will be adjusted for net present value.

F. In the event of any conflict between this Article and any other Article of
this Agreement, the terms of this Article will control.

This Article will survive the expiration or termination of this Agreement.

- 2 -

CASUALTY VARIABLE QUOTA SHARE REINSURANCE AGREEMENT

PLACEMENT SLIP

COMPANY: Allied World Assurance Company, Ltd., Hamilton, Bermuda;
Allied World Assurance Company (Europe) Ltd.
Allied World Assurance Company (Reinsurance) Ltd.

EFFECTIVE: Continuous and to take effect March 1st, 2005, 12:01 a.m.
Atlantic Standard Time as respects new and renewal business.

CANCELLATION: Any March 1st 12:01 a.m. standard time by either party via
90 days prior written notice. Run-off to policy expiration
or renewal date, whichever comes first. Following
cancellation, Reinsurer's liability will continue in the
event any extended reporting period options are exercised in
accordance with claims made or occurrence reported policies
and/or in the event Company is bound by statute or
regulation to continue coverage with respect to policies
attaching after the effective date of this agreement and
prior to the effective date of Notice of Cancellation.

BUSINESS COVERED: All policies underwritten by the Company's General Casualty
staff and classified by the Company as Excess General
Casualty Insurance. Maximum policy period 12 months, plus
odd time not to exceed 18 months in all; with the exception
of single project construction risks.

EXCLUSIONS: As attached.

TERRITORY: To follow the companies policies.

LIMIT & RETENTION: SECTION A

10% quota share on policies of up to USD/EUROS 25,000,000 or
GBP 15,000,000 or USD currency equivalent, each policy, each
occurrence, each occurrence reported, or claim made in
excess of a minimum original attachment of USD/EUROS/GBP
10,000,000.

Loss expense will be in addition to the above limit of
liability as set forth in the Loss Adjustment Expense
Section below,

and ECO/ELL will also be in addition to said limit of
liability, subject, however to one additional Treaty limit.

The Company warrants it will retain net and unreinsured
USD/EUROS 22,500,000 or GBP 13,500,000 each policy, each
occurrence, each occurrence reported or claim made.

SECTION B

To accept a Variable Quota Share cession on policies in
excess of USD/EUROS 25,000,000 or GBP 15,000,000 in an
amount proportional to the Company's Share, whereby the
Company retains USD/EUROS 25,000,000 or GBP 15,000,000 each
policy, each occurrence, each occurrence reported or claim
made, and the Reinsurer receives up to a maximum cession
hereunder of USD/EUROS 25,000,000 or GBP 15,000,000 part of
USD/EUROS 50,000,000 or GBP 30,000,000 or USD currency
equivalent, each policy, each occurrence, each occurrence
reported or claim made in excess of a minimum original
attachment of USD/EUROS 25,000,000 or GBP 15,000,000.

The maximum limit of liability under this Agreement will be
the Reinsurer's share of USD/EUROS 25,000,000 or GBP
15,000,000 part of USD/EUROS 50,000,000 or GBP 30,000,000
each policy, each occurrence, each occurrence reported, or
claim made, (subject to reinstatement and aggregate
provisions, if any, in reinsured policies). Loss expense
will be in addition to the above limit of liability as set
forth in the Loss Adjustment Expense Section below, and
ECO/ELL will also be in addition to said limit of liability,
subject, however to one additional Treaty limit

The Company warrants it will retain net and unreinsured
USD/EUROS 25,000,000 or GBP 15,000,000 each policy, each
occurrence, each occurrence reported or claim made.

WARRANTY The Company warrants that the maximum limit of liability
across both Section A and B for any one insured will be
USD/EUR 50,000,000 or GBP 30,000,000

LOSS ADJUSTMENT Pro rata in addition to Reinsurers' limit of liability,
EXPENSE: unless all loss expense is included within the limit of
liability of reinsured policies.

PREMIUM: The Reinsurer's pro rata share of net subject written
premium. "Net subject written premium" shall mean the gross
written premium of the Company for the classes of business
reinsured

- 2 -

hereunder as specified in the Coverage Article, including
any premium paid by original insureds in respect of any
extended reporting periods or discovery periods and any
reinstatement premium payable by original insureds, less
returned premium for cancellations and reductions, and less
premium for reinsurance as set forth in the Other
Reinsurance Article.

CEDING COMMISSION: Section A: Flat Rate of 25% of ceded premium.
Section B: Flat rate of 22.5% of ceded premium.

REPORTS AND Reports and remittances due within 45 days following the end
REMITTANCES: of each month. Loss settlements due monthly 45 days after
receipt of the report from the Company.

Detailed per risk information on accounts written including
original insured name, limits, attachment, premium,
applicable reinsurance and claim information by Insured on a
monthly basis.

GOVERNING LAW: Governing law will be New York Law, without regard to the
principles of conflicts of laws thereunder. Notwithstanding
the foregoing, as to rules regarding credit for reinsurance,
the rules of all applicable states or other jurisdictions
will pertain thereto.

OTHER PROVISIONS: Agency Clause - as attached
Access to Records Clause - as attached
Arbitration Clause - as attached
Confidentiality Agreement Clause - as attached
Currency Revaluation Clause - USD$ - as attached
Delays, Errors or Omissions Clause - as attached
Entire Agreement, Interpretation Clause - as attached
Extra Contractual Obligations and Excess Limits Liability
(100% with one additional Treaty limit) - as attached
Follow the Fortunes Clause - subject to all terms conditions
and exclusions contained herein - as attached
Foreign Exchange Clause - as attached
Insolvency Clause - applies severally to each reinsured
entity - as attached
Loss and Loss Adjustment Expense Clause - as attached
Notice of Loss and Loss Settlements Clause - as attached
Offset Clause - as attached
Service of Suit Clause - in Bermuda - as attached
Special Termination or settlement Clause - as attached
Aon Re Inc. Intermediary Clause - as attached.

- 3 -

BROKERAGE: 2.5% on net applicable premium income ceded to Reinsurer
after deductions for Ceding Commission.

Assuming that you find everything in order, please indicate your acceptance and
approval by signing and returning this Final Placement Slip to Aon Re Inc.

ACCEPTED &
APPROVED: ______________________________________________________________________

REFERENCE
NUMBER: A970000042 DATED: 9/27/2005

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

- 4 -

EXCLUSIONS

This Agreement does not apply to and specifically excludes the following:

A. Liability assumed by the Company under any form of treaty reinsurance.

B. Loss or liability excluded by the Insolvency Funds Exclusion Clause, as
attached to this Agreement.

C. Loss or liability excluded by the Nuclear Incident Exclusion
Clause--Liability--Reinsurance and Nuclear Energy Risks Exclusion Clause
(Reinsurance) (1994), NMA 1975a (Japanese Amendment), as attached to this
Agreement.

D. Loss or liability excluded by the following Nuclear Exclusion Clauses,
which are attached to this Agreement:

1. Nuclear Incident Exclusion Clause--Physical Damage--Reinsurance
(U.S.A. and Canada) and;

2. Nuclear Incident Exclusion Clause--Physical Damage and Liability
(Boiler and Machinery Policies)--Reinsurance (U.S.A. and Canada).

E. Loss caused directly or indirectly by war, whether or not declared, civil
war, insurrection, rebellion or revolution or any act or condition
incidental to any of the foregoing. This exclusion will not be more
limiting than the war exclusion in any Policy issued by the Company that
is subject to this Agreement provided however that such exclusion is not
in conflict with the December 2003 Underwriting Guidelines.

F. Loss or liability from First Party Product Recall.

G. Loss or liability arising out of integrated and/or batch occurrence in
respect of auto manufacturers and critical auto parts manufacturers.
Critical auto parts defined as brakes and component parts, alternators,
engine and engine control parts, clutch set, axle/joint, fuel/gas tanks
and component parts, ignition parts, shock/strut, steering/suspension,
electrical switches, transmission/gearbox, wheels/tires, seatbelts, door
latches and airbags.

H. Secondary product recall for companies involved with the manufacture of
automobiles or critical automobile products as specified in G. above.

I. Cessions attaching below:

1. $10,000,000, (euro)10,000,000, or (pound)10,000,000 (or $10,000,000
United States dollar equivalent as respects currencies other than
those referenced herein) as respects business subject to Section A.
of the Coverage Article; or

- 5 -

2. $25,000,000, (euro)25,000,000, or (pound)15,000,000 (or $25,000,000
United States dollar equivalent as respects currencies other than
those referenced herein) as respects business subject to Section B.
of the Coverage Article.

J. Directors and Officers Liability.

K. Errors and Omissions and Professional Liability coverage, except for
incidental exposure. Incidental exposure is defined as an insured's
operations for which there are no identifiable and dedicated third party
revenues associated with the exposure. This exclusion shall not apply to
resultant Bodily Injury or Personal Injury or Property Damage arising out
of the operations of an Insured. Additionally, this exclusion does not
apply to Druggist Liability.

L. Loss or liability arising out of Multi-Year Policies, other than Single
Project Construction Risks, (the Term "Multi-Year Policies" to be defined
to mean Policies issued for periods greater than 12 months plus odd time
not exceeding 18 months in all). Single Project Construction Risk is
defined to mean policies issued for periods of up to 60 months (or to be
agreed) plus odd time not exceeding an additional 6 months.

M. Business derived directly as a member of any Pool, Association or
Syndicate.

N. Surety / Fidelity / Credit / Financial Guarantee and Insolvency Losses.

O. Medical Malpractice. This exclusion will not apply to "In-House Medical
Professionals" such as Nurses or Physicians who treat fellow employees at
an Insured's premises while in the course of their employment with that
Insured.

P. Business classified as Environmental Impairment Liability Insurance.

Q. Asbestos, except as per XL 004 Policy Form (or similar Occurrence Reported
forms).

R. Aviation Liability, unless such coverage pertains to an incidental part of
the original insured's overall operations. Additionally, Aircraft Products
Liability will not be covered when the original Policy is issued to a
concern principally engaged in the manufacture of aircraft, aircraft
engines or aircraft propellers. This exclusion does not apply to fuel or
other fluids and lubricants utilized for Aircraft.

S. Employment Practices Liability, when written as such.

T. Methyl tertiary-butyl ether (MTBE). However, as respects liability or
alleged liability for other pollutants that may involve or include MTBE,
coverage hereon shall not be excluded as long as such liability or alleged
liability for that portion of the discharge is not based on a MTBE
Pollutants Claim.

U. Loss or liability from Enron, Xxxxxx Xxxxxxxx, World Corn, and the
terrorist attacks that took place in the United States on September 11th,
2001, including but not limited to Losses either directly or indirectly
caused by the hijacking and the crashes of the four passenger aircraft and
any subsequent Losses related to these incidents and all other

- 6 -

circumstances that are publicly and/or generally known that may give rise
to a claim hereon at the effective date of this Agreement.

V. Pure financial Loss.

W. Cessions greater than USD/EURO 25,000,000 / GBP 15,000,000 in respect of
Major Pharmaceutical Manufacturers. This exclusion will not apply to
nutraceutical companies, over-the-counter (non-ethical) drug companies or
diversified manufacturers, whose ethical pharmaceutical revenues are less
than 20% of total corporate revenue.

The Company may submit in writing to the Reinsurers, for special
acceptance hereunder, business not covered by this Agreement. If said business
is accepted in writing by the Reinsurers, it will be subject to the terms of
this Agreement, except as such terms are modified by such acceptance.

ACCESS TO RECORDS

AGENCY

ARBITRATION

A. Any and all disputes arising under or relating to this Agreement,
including its formation and validity, will be finally and fully determined
in Xxxxxxxx, Bermuda under the provisions of The Bermuda International
Conciliation and Arbitration Act of 1993 (exclusive of the Conciliation
Part of such Act), as may be amended and supplemented, by a Board composed
of three arbitrators to be selected for each controversy as follows:

- 7 -

calendar days following receipt of such notification, the party who first
served notice of a desire to arbitrate will, within an additional period
of thirty (30) calendar days, apply to the Supreme Court of Bermuda for
the appointment of a second arbitrator and in such a case the arbitrator
appointed by such court will be deemed to have been nominated by the party
or parties who failed to select the second arbitrator. The two
arbitrators, chosen as above provided, will within thirty (30) calendar
days after the appointment of the second arbitrator choose a third
arbitrator. In the event of the failure of the first two arbitrators to
agree on a third arbitrator within said thirty (30) calendar day period,
either of the parties may within thirty (30) calendar days thereafter,
after notice to the other party or parties, apply to a the Supreme Court
of Bermuda for the appointment of a third arbitrator and in such case the
person so appointed will be deemed and will act as the third arbitrator.
Upon acceptance of the appointment by said third arbitrator, the Board of
Arbitration for the controversy in question will be deemed fixed.

B. All claims, demands, denials of claims and notices pursuant to this
Article will be given in writing and given by hand, prepaid express
courier, airmail or telecopier properly addressed to the appropriate party
and will be deemed as having been effected only upon actual receipt.

C. The Board of Arbitration will fix, by a notice in writing to the parties
involved, a reasonable time and place for the hearing and may prescribe
reasonable rules and regulations governing the course and conduct of the
arbitration proceeding, including without limitation discovery by the
parties. The Board will be relieved of all judicial formality and will not
be bound by the strict rules of procedure evidence. The Board will
interpret this Agreement as if it were an honorable engagement rather than
as merely a legal obligation.

D. The Board will, within ninety (90) calendar days following the conclusion
of the hearing, render its decision on the matter or matters in
controversy in writing and will cause a copy thereof to be served on all
the parties thereto. In case the Board fails to reach a unanimous
decision, the decision of the majority of the members of the Board will be
deemed to be the decision of the Board. Such decision will be a complete
defense to any attempted appeal or litigation of such decision of the
Board of Arbitration by, any court or other body to the fullest extent
permitted by applicable law.

E. Any order as to the costs of the arbitration will be in the sole
discretion of the Board, who may direct to whom and by whom and in what
manner they will be paid.

F. All awards made by the Arbitration Board will be final and no right of
appeal will lie from any award rendered by the Arbitration Board. The
parties agree that the Supreme Court of Bermuda: (1) will not grant leave
to appeal any award based upon a question of law arising out of the award;
(ii) will not grant leave to make an application with respect to an award;
and (iii) will not assume jurisdiction upon any application by a party to
determine any issue of law arising in the course of the arbitration
proceeding, including but not limited to whether a party has been guilty
of fraud.

- 8 -

G. If the Company and more than one Reinsurer are involved in the same
dispute(s) or difference(s) arising out of this Agreement, and the Company
requests consolidated arbitration with those Reinsurers in an initial
notice of arbitration or response, then those Reinsurers will constitute
and act as one Party for purposes of the arbitration and thus will select
a single party-appointed arbitrator among them. If the Company requests
consolidation in its notice of arbitration, then both parties will elect
their party-appointed arbitrators within 45 days of the commencement of
the arbitration proceeding. If the Company requests consolidation in its
response, then (i) that response will be appended to the Company's notice
of arbitration to the additional Reinsurer(s) joined in the proceeding,
(ii) any arbitral appointment made before that response will be of not
effect, and (iii) the Reinsurers will select their arbitrator within 45
days of their receipt of those pleadings. For purposes of this paragraph,
any instance in which two or more Reinsurers have not paid their
proportional shares of the same balance claimed due by the Company will be
deemed to involve the "same dispute(s) or difference(s) arising out of
this Agreement." Communications will be made by the Company to each of the
Reinsurers constituting one party. Nothing in this paragraph will impair
the rights of Reinsurers to assert several rather than joint defenses or
claims, change their liability under this Agreement from several to joint,
or impair their rights to retain separate counsel in connection with the
arbitration.

H. This Agreement, and any dispute, controversy or claim arising out of or
relating to this Agreement, will be governed by and construed in
accordance with the law of the state of New York.

J. This article will survive the expiration or termination of this Agreement.

CONFIDENTIALITY

CURRENCY REVALUATION

It is understood and agreed that currencies other than United States
dollars, euros, or British pounds, will be converted in terms of United States
(U.S.) dollar equivalent on the

- 9 -

basis of exchange rates supplied by AIG at the start of each month and used by
the Company in their own books of account and also applicable to any subsequent
adjustments of premium thereof. In the event there is a reduction in parity
value of the U.S. dollar from that existing at the time the Risk was written
which results in the contractual and/or underlying limits being exceeded, the
Company will be held covered for such excess until next renewal of the Risk, at
which time underwriting will then conform to the contractual and/or underlying
U.S. dollar limits in effect at the time.

DELAYS, ERRORS or OMISSIONS

ENTIRE AGREEMENT, INTERPRETATION

EXTRA CONTRACTUAL OBLIGATIONS AND EXCESS LIMITS LIABILITY

This Agreement will extend to cover any claims-related extra contractual
obligations and/or excess limits liability arising because of, but not
limited to, the following:

A. Failure of the Company to agree to pay a claim within the policy limits or
to provide a defense against such claims.

B. Actual or alleged bad faith, fraud, or negligence in investigating or
handling a claim or in rejecting an offer of settlement.

"Extra contractual obligations" as used in this Agreement will mean those
liabilities not covered under any other provision of this Agreement for
which the Company is liable to its insured or a third-party claimant, or
that the Company paid as its share of a claims-related extra contractual
obligation awarded against one or more of its co-insurers.

- 10 -

"Excess limits liability" as used in this Agreement will mean any amount
for which the Company would have been contractually liable to pay had it
not been for the limits of the reinsured policy.

There will be no recovery hereunder where the extra contractual obligation
or excess limits liability has been incurred due to fraud committed by a
member of the board of directors or a corporate officer of the Company,
acting individually, collectively, or in collusion with a member of the
board of directors, a corporate officer, or a partner of any other
corporation, partnership, or organization involved in the defense or
settlement of a claim on behalf of the Company.

The date on which any extra contractual obligations and/or excess limits
liability is incurred by the Company will be deemed, in all circumstances,
to be the date of the original loss. Nothing in this Article will be
construed to create a separate or distinct loss apart from the original
covered loss that gave rise to the extra contractual obligations and/or
excess limits liability discussed in the preceding paragraphs. The
Reinsurers' liability as respects extra contractual obligations and/or
excess limits liability under this Agreement will be in addition to the
Reinsurers' indemnification coverage set forth in the Coverage Article,
however, such additional liability will not exceed one Agreement limit in
the aggregate.

FOLLOW THE FORTUNES

B. Nothing will in any manner create any obligations or establish any rights
against the Reinsurer in favor of any third parties or any persons not
parties to this Agreement.

FOREIGN EXCHANGE

A. All premium and loss payments hereunder will be in United States currency
for all risks.

- 11 -

INSOLVENCY

This article will apply severally to each reinsured company referenced
within the definition of the "company" in the Preamble to this Agreement.
Further, this Article and the laws of the domiciliary state will apply in
the event of the insolvency of any company intended to be covered
hereunder. In the event of a conflict between any provision of this
Article and the laws of the domiciliary state of any company intended to
be covered hereunder, that domiciliary state's laws will prevail.

C. The reinsurance will be payable by the Reinsurers to the Company or to its
liquidator, receiver, conservator, or statutory successor, except as
provided by Section 4118(a) (1) (A) and 1114 (c) of the New York Insurance
Law or except (a) where the Agreement specifically provides another payee
of such reinsurance in the event of the insolvency of the Company, or (b)
where the Reinsurers with the consent of the direct insured or insureds
have voluntarily assumed such policy obligations of the Company as direct
obligations of the Reinsurers to the payees under such policies and in
substitution for the obligations of the Company to the payees. Then, and
in that event only, the Company, with the prior approval of the
certificate of assumption on New York risks by the Superintendent of
Insurance of the State of New York, is entirely released from its
obligation and the Reinsurers pay any loss directly to payees under such
policy.

D. Notwithstanding clauses A, B, and C, where the Company is authorized under
the Insurance Companies Act (Canada) to insure in Canada risks, in the
event of the

- 12 -

insolvency of the Company, reinsurance payable in respect of the insurance
business in Canada of the Company will be payable to the Chief Agent in
Canada of the Company or to the liquidator, receiver, conservator or
statutory successor appointed in Canada in respect of the insurance
business in Canada of the Company without diminution because of the
insolvency of the Company or because the Company or a liquidator,
receiver, conservator or statutory successor of the Company has failed to
pay all or any portion of any claim. All other terms and conditions of
clauses A, B, and C remain in effect and apply to this clause D which will
prevail if there is a conflict or inconsistency.

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 but not limited to notices, statements, premiums,
return premiums, commissions, taxes, 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 payment 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.

LOSS AND LOSS ADJUSTMENT EXPENSE

- 13 -

NOTICE OF LOSS AND LOSS SETTLEMENTS

SERVICE OF SUIT

OFFSET

- 14 -

SPECIAL TERMINATION OR SETTLEMENT

(Applicable separately as between the Company and each Reinsurer)

Section I.

A. Either party may terminate this Agreement upon 45 days notice in the event
that:

The other party should at any time (whether voluntarily or
otherwise) become insolvent, or suffer any impairment of
paid-up capital, or become the subject of any liquidation,
rehabilitation, receivership, supervision, conservation, or
bankruptcy action or proceeding (whether judicial or
otherwise) or of a proposed Scheme of Arrangement, or be
acquired or controlled (whether directly or indirectly) by any
other company or organization; or

B. The Company may terminate this Agreement forthwith in the event that:

1. The Reinsurer ceases writing reinsurance; or

2. The Reinsurer at any time (i) has a Standard & Poor's (S&P) Insurer
Financial Strength Rating of lower than "A-"; or (ii) ceases to have
any S&P Insurer Financial Strength Rating (including a designation
of "not rated" or "NR") after having had an S&P rating at or after
the inception of this Agreement; or

4. Over any period not exceeding twelve months, the policyholders
surplus' of the Reinsurer, as reported in such financial statements
of the Reinsurer as designated by the Company, drop by 20% or more;
or

5. As respects Reinsurers domiciled in the United States only, upon
application of the NAIC Insurance regulatory Information System
(IRIS) tests to the Reinsurer's most recent statutory Annual
Statement (which the Reinsurer hereby agrees to furnish to the
Company upon request), it is found that four or more of the
Reinsurer's IRIS financial ratio values are outside of the usual
range established in the IRIS system.

Notwithstanding the above, subparts 4. and 5. will not apply to any
Reinsurer having at all times both S&P Insurer Financial Strength and Best
Rating of "A" or higher.

C. Termination under Part A. or B. of this Article will be effected by
written notice. The Company will elect whether the termination will be on
a run-off basis or a clean-cut basis with an immediate settlement of all
present and future obligations under this Agreement. If the Company
initially elects a run-off basis, within 15 days of receiving notice of
the Company's election, the Reinsurer will secure all such obligations
through a

- 15 -

trust account or a clean, unconditional, irrevocable, and evergreen letter
of credit from a financial institution acceptable to the Company. However,
even if such security is requested by the Company and/or provided by the
Reinsurer, it is agreed that the Company will retain the right to require
an immediate settlement of all present and future obligations at any
subsequent date.

Section II.

A. After the expiration or termination of this Agreement for any reason other
than a Special Termination governed by Section I, above, if the Reinsurer
has any remaining present or future obligations to the Company and any of
the five events described in Part B. of Section I should occur, the
Company (i) may require an immediate settlement of all present and future
obligations under this Agreement, or (ii) may require the Reinsurer to
secure all such obligations through a trust account or a clean,
unconditional, irrevocable, and evergreen letter of credit from a
financial institution acceptable to the Company.

B. If the Company initially requires security under Part A of this Section,
it will notify the Reinsurer in writing and the Reinsurer will provide
such trust account or letter of credit within 15 days. However, even if
such security is requested by the Company and/or provided by the
Reinsurer, it is agreed that the Company will retain the right to require
an immediate settlement of all present and future obligations at any
subsequent date.

Section III.

A. For purposes of this Article, "all present and future obligations" means
outstanding Losses (including IBNR), return of unearned premiums, and all
other present or future balances, obligations, or amounts due the Company
or Reinsurer under this Agreement.

D. When requested by either party an appraisal of IBNR will be made by a
disinterested actuary.

E. Settlements under this Article will be adjusted for net present value.

F. In the event of any conflict between this Article and any other Article of
this Agreement, the terms of this Article will control.

This Article will survive the expiration or termination of this Agreement.

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CASUALTY VARIABLE QUOTA SHARE REINSURANCE AGREEMENT
ADDENDUM #1
TO THE
PLACEMENT SLIP

COMPANY: Allied World Assurance Company, Ltd., Hamilton, Bermuda;
Allied World Assurance Company (Europe) Ltd.
Allied World Assurance Company (Reinsurance) Ltd.

EFFECTIVE DATE: Continuous and to take effect March 1st, 2005, 12:01 a.m.
Atlantic Standard Time as respects new and renewal
business.

COMPANY REFERENCE: AR15724

REINSURER REFERENCE: A970000042

IT IS HEREBY AGREED that as of the Effective Date shown above, the Placement
Slip referenced above is amended as follows:

1. On page 1, under "LIMIT & RETENTION," the first sentence under SECTION A
is hereby deleted in its entirety and replaced with the following:

"12% quota share on policies of up to USD/EUROS 25,000,000 or GBP
15,000,000 or USD currency equivalent, each policy, each occurrence,
each occurrence reported, or claim made in excess of a minimum
original attachment of USD/EUROS/GBP 10,000,000."

2. On page 4, the section titled "BROKERAGE," is hereby deleted in its
entirety.

3. On page 4, under "ACCEPTED & APPROVED," the following is added:

Reinsurer's Percentage
Participation Of 100%
Quota Share Of The Reinsurer's Percentage
Interests And Liabilities Participation Of The
Treaty On The Subject Policies Cession Limits:
----------- ------------------------- ---------------------- -------------------

Section A 3% 25.00000% USD/EUROS 750,000
GBP 450,000
Section B 10% 11.76471% USD/EUROS 2,500,000
GBP 1,500,000

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
by their duly authorized representatives.

ALLIED WORLD ASSURANCE COMPANY, LTD., HAMILTON BERMUDA;
ALLIED WORLD ASSURANCE COMPANY (EUROPE) LTD.
ALLIED WORLD ASSURANCE COMPANY (REINSURANCE) LTD.

Signed at: Hamilton Bermuda

Signature: Xxxxx X. X'Xxxxxx Title: Sr. V.P.

Printed Name: /s/ Xxxxx X. X'Xxxxxx Date: 11/28/2005

Attest: /s/ Xxxx Xxxxxxx

Attest Printed Name: Xxxx Xxxxxxx

NATIONAL UNION FIRE COMPANY OF PITTSBURGH

Signed at: New York, New York

Signature: /s/ X. Xxxxxxxx Title: Xxxxxxx Xxxxxxxx
Senior Reinsurance Officer

Printed Name: Xxxxxxx Xxxxxxxx Date: 1/5/2006

Attest:____________________

Attest Printed Name: _______________________

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EXHIBIT 10.24 CASUALTY VARIABLE QUOTA SHARE REINSURANCE AGREEMENT

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