DTD(CM)(TP)G93 Member Code: 53624 LLOYD'S DEPOSIT TRUST DEED (Third Party Deposit) THIS DEED is made the 29th day of November One thousand nine hundred and ninety six BETWEEN PXRE LIMITED whose registered office is at 29 ABINGDON ROAD, KENSINGTON,...

                                                                   EXHIBIT 10.32

DTD(CM)(TP)G93                                                Member Code: 53624

                           LLOYD'S DEPOSIT TRUST DEED
                              (Third Party Deposit)

THIS DEED is made the 29th day of November One thousand nine hundred and ninety
six BETWEEN PXRE LIMITED whose registered office is at 00 XXXXXXXX XXXX,
XXXXXXXXXX, XXXXXX X0 6AM and whose registered number is 3099078 (hereinafter
called "the Corporate Member") of the first part and PXRE REINSURANCE COMPANY
(hereinafter called "the Depositor") of the second part and the Society
incorporated by Lloyd's Xxx 0000 by the name of LLOYD'S (hereinafter called the
"the Society") of the third part.

WHEREAS:

(A)      The Corporate Member has applied to become or already is a corporate
         underwriting member of the Society and this Deed is made in
         consideration of the Corporate Member's admission to such membership or
         of the continuance of its existing membership.

(B)      In order to comply with the requirement of the Society that
         underwriting members should provide security in respect of their
         underwriting business at Lloyd's by way of inter xxxx Xxxxx'x deposit
         the Depositor has at the request of the Corporate Member paid or
         transferred to or under the direct or indirect control of the Society
         such moneys or other property approved by the Council of Lloyd's as are
         entered in the records maintained by the Society to be held by the
         Society as trustee upon and with and subject to the trusts powers and
         provisions set out herein.

(C)      The Corporate Member has executed at the same time as this Deed or will
         shortly execute a deed or deeds (in a form approved by the Secretary of
         State under the Insurance Companies Act 1982) entitled Lloyd's Premiums
         Trust Deed declaring trusts upon which the premiums and other moneys
         received by or on behalf of the Corporate Member in connection with
         insurance business other than long term insurance business are to be
         held.

NOW THIS DEED made for the consideration aforesaid WITNESSETH and it is hereby
AGREED AND DECLARED as follows:

1.                In this Deed unless the context otherwise requires:

Definitions

                  "the Beneficiaries" means all persons to whom the Corporate
                  Member is or may at any time before the Termination Date
                  become financially liable by reason of any default in respect
                  of any of the Corporate Member's Lloyd's obligations and the
                  singular has a corresponding meaning

                  "the Committee" means the Committee of Lloyd's

                  "the Council" means the Council of Lloyd's or (in relation to
                  any duty responsibility right power or discretion which is
                  hereby imposed or conferred upon the Council but which has for
                  the time being been delegated by the Council to the Committee
                  pursuant to section 6(6)(a) of Lloyd's Act 1982) the Committee

                  "insurance" includes assurance reinsurance and reassurance












                  "Lloyd's obligations" in relation to the Corporate Member
                  means all underwriting obligations incurred by the Corporate
                  Member as an underwriting member of the Society at any time
                  before the Termination Date and includes obligations to the
                  Society and the Trustees and obligations arising under:

                  (a)      the byelaws regulations rules directions or other
                           requirements of the Society and

                  (b)      any deed contract instrument or other arrangement of
                           any kind approved by the Society;

                  but does not include obligations arising in respect of any
                  letter of credit guarantee or other security given to secure
                  the performance of any of the said underwriting obligations in
                  favour of the person giving such guarantee or other security

                  "the managing agent" means the person for the time being
                  acting as the Corporate Member's managing agent in respect of
                  certain of the Corporate Member's underwriting business at
                  Lloyd's

                  "the Premiums Trust Deed" means the deed or deeds referred to
                  in recital (C) hereof and includes any further such deed which
                  may hereafter be executed by the Corporate Member in addition
                  thereto or substitution therefor

                  "the Premiums Trustees" means the trustees for the time being
                  of the Premiums Trust Deed

                  "the Premiums Trust Fund" means the fund of premiums and other
                  moneys held from time to time by or under the control of the
                  Premiums Trustees upon the trusts of the Premiums Trust Deed

                  "property" includes securities and all choses in action
                  whether the system by which they are recorded held and
                  transferred is based on written documents or on computer
                  records or on some combination of the two

                  "requirements of the Council" means any requirement imposed by
                  any byelaw or regulation made under Lloyd's Acts 1871 to 1982,
                  any condition or requirement imposed or direction given under
                  any such byelaw or regulation, any direction given under
                  section 6 of Lloyd's Xxx 0000, any requirement imposed by or
                  under any undertaking given to the Society or to the Council
                  by the Corporate Member or the Covenantor and any other
                  requirement imposed or direction given by the Council under
                  Lloyd's Acts 1871 to 1982

                  "securities" includes shares stock and debentures of all
                  descriptions whether the system by which they are recorded
                  held and transferred is based on written documents or on
                  computer records or on some combination of the two

                  "Special Reserve Funds" means funds set up in accordance with
                  arrangements referred to in sections 452 to 456 of the Income
                  and Corporation Taxes Xxx 0000 or section 175 of, and Schedule
                  20 to, the Finance Xxx 0000 (or in each case any amendment or
                  re-enactment thereof) and the singular has a corresponding
                  meaning

                  "the Termination Date" means the 80th anniversary of the date
                  of this Deed (so that the perpetuity period applicable hereto
                  shall be 80 years)

                   "the Trustees" means the Society and the other trustees for
                  the time being of the trusts hereby created and the singular
                  has a corresponding meaning

                  "the Trust Fund" means the moneys or other property referred
                  to in recital (B) hereof and all moneys and other property
                  hereafter at any time paid or transferred to or under the
                  direct or












                  indirect control of the Trustees upon the trusts hereof and
                  all accumulations of income and the investments and other
                  property hereafter for the time being representing the same.

2.                (a)      In consideration of the Corporate Member's admission
Declaration and            as an underwriting member of the Society (or of the
Covenant                   continuance of such membership) the Corporate Member
                           and the Depositor with the intention of establishing
                           a binding trust of the benefit of the Beneficiaries
                           hereby irrevocably declare and direct that the Trust
                           Fund shall henceforth be held by the Trustees upon
                           and with the subject to the trusts powers and
                           provisions set out herein;

                  (b)      For the said consideration the Corporate Member
                           hereby:

                           (i)      covenants with the Trustees that whenever
                                    any sum is paid to the Premiums Trustees or
                                    otherwise applied under clause 5(b) hereof
                                    the Corporate Member will thereafter (if so
                                    required by the Society) procure that before
                                    any further payment is made to the Corporate
                                    Member out of the future profits of the
                                    Corporate Member's underwriting business at
                                    Lloyd's there shall be paid to the Trustees
                                    out of such profits sums equal in the
                                    aggregate to the sum so paid or applied to
                                    be held by the Trustees as an accretion to
                                    the Trust Fund; and

                           (ii)     by way of security for the performance of
                                    the foregoing covenant charges the future
                                    profits of the said business with payment of
                                    all sums from time to time payable to the
                                    Trustees thereunder (subject to any prior
                                    charge contained in the Premiums Trust Deed)
                                    and for that purpose and to that extent
                                    assigns the said profits to the Trustees to
                                    hold upon the trusts hereof.

3.                The Trustees shall hold the Trust Fund upon trust that they
Trust to Sell     may either allow the same or any part of it to remain as
or Retain         actually invested so long as they think fit or may at their
                  discretion sell call in or convert into money the same or any
                  part of it and shall invest the moneys produced thereby and
                  any other capital moneys held upon the trusts hereof in any
                  investments hereby authorised with power to vary or transpose
                  any investments for others hereby authorised.

4.                The Trustees shall stand possessed of the Trust Fund and the
Powers of         income thereof:
Appointment       (a)      upon such trusts for the benefit of the Beneficiaries
and                        or any one or more for them exclusive of the others
Determination              in such shares and subject to such terms and
                           limitations and with such discretionary trusts and
                           powers exercisable by such persons as the Society
                           shall from time to time (for the purpose for
                           promoting the effective securing of the Corporate
                           Member's Lloyd's obligations or the beneficial and
                           convenient execution and administration of the trusts
                           hereof) by deed or deeds revocable or irrevocable
                           executed before the Termination Date but without
                           infringing the rule against perpetuities appoint;

                  (b)      upon trust if the Society shall at any time or times
                           before the Termination Date by deed declare that the
                           trusts hereby created are determined in respect of
                           the Trust Fund or any part of it to pay and transfer
                           the same to the Depositor absolutely.

5.                In default of and subject to any such appointment or 
Trusts            declaration the Trustees shall hold the Trust Fund and its
                  income upon the following trusts:

                  (a)      Until the Termination Date the income of the Trust
                           Fund shall be held upon and subject to the following
                           trusts and powers:

                           (i)      subject as hereinafter provided upon trust
                                    for the Depositor absolutely;












                           (ii)     if and whenever the Trustees determine that
                                    an event has occurred which brings into
                                    operation any of the trusts or powers
                                    contained in clause 5(b) hereof then subject
                                    to those trusts and powers upon trust to
                                    accumulate the subsequent income and add it
                                    to the capital of the Trust Fund;

                           (iii)    whenever the income is subject to
                                    accumulation as aforesaid the Trustees may
                                    at their discretion (exercisable in
                                    accordance with the requirements of the
                                    Council) by written instrument declare that
                                    accumulation shall cease whereupon the
                                    subsequent income shall be subject to all
                                    the provisions of this clause 5(a);

                  (b)      Until the Termination Date the Trust Fund and its
                           income shall be held upon and subject to the
                           following trusts or powers:

                           (i)      if and whenever the Corporate Member shall
                                    make default in respect of any of the
                                    Corporate Member's Lloyd's obligations the
                                    Trustees may apply the Trust Fund or its
                                    income or any part thereof in discharging or
                                    making good such default in such manner and
                                    to such extent as the Trustees think fit
                                    (whether by payment direct to the
                                    Beneficiary affected reinsurance purchase of
                                    claims or returns of premiums or otherwise);

                           (ii)     if and whenever it appears to the Trustees
                                    from a certificate or report of auditors
                                    approved by the Council that either

                                    (aa)    insufficient assets are available in
                                            the Premiums Trust Fund to meet the
                                            Corporate Member's Lloyd's
                                            obligations; or

                                    (bb)    the corporate Member has sustained
                                            on a closed underwriting account an
                                            ascertained loss which has not been
                                            funded

                                    the Trustees may pay or apply the Trust Fund
                                    or its income or any part thereof in any
                                    manner directed by the Premiums Trust Deed
                                    for the payment or application of the
                                    Premiums Trust Fund or may pay the same to
                                    the Premiums Trustees as an accretion to the
                                    Premiums Trust Fund;

                           (iii)    if and whenever it shall be established to
                                    the satisfaction of the Trustees that any
                                    person (including the Society) has at any
                                    time (with or without the knowledge and
                                    consent of the Corporate Member) in good
                                    faith applied moneys not belonging to the
                                    Corporate Member in or towards the discharge
                                    of any claim accepted by the managing agent
                                    upon any contract of insurance underwritten
                                    at Lloyd's by or on account of the Corporate
                                    Member the Trustees may act under sub-clause
                                    (b)(i) above as if the Corporate Member was
                                    in default in respect of such claim and as
                                    if the person so applying such moneys was a
                                    Beneficiary;

                  (c)      Until the Termination Date the Trust Fund and its
                           income shall be held upon and subject to the
                           following trusts or powers:

                           (i)      if before the Termination Date the Corporate
                                    Member shall cease (for any reason
                                    whatsoever) to be a person obliged under the
                                    requirements of the Council to maintain
                                    funds at Lloyd's and it shall be established
                                    to the satisfaction of the Trustees that all
                                    the Corporate Member's Lloyd's obligations
                                    have been discharged or otherwise finally
                                    provided for the Trustees shall hold the
                                    Trust Fund and its income upon trust for the
                                    Depositor absolutely;












                           (ii)     subject as aforesaid the Trustees shall at
                                    the Termination Date pay and transfer the
                                    Trust Fund and its income to the Premiums
                                    Trustees as an accretion to the Premiums
                                    Trust Fund and to be held by them upon the
                                    trusts of the Premiums Trust Deed;

                  (d)      Subject as aforesaid the Trust Fund and its income
                           shall be held upon trust for the Depositor
                           absolutely.

6.                Notwithstanding anything hereinbefore contained:

Release and
Advancement       (a)      The Society may at any time or times before the
                           Termination Date:

                           (i)      by deed release wholly or in part all or any
                                    of the discretionary trusts or powers hereby
                                    conferred on the Trustees in respect of the
                                    whole or any part of the income or capital
                                    of the Trust Fund; or

                           (ii)     by written instrument release wholly or in
                                    part all or any of the Corporate Member's
                                    outstanding obligations under clause 2
                                    hereof;

                  (b)      Section 32 of the Trustee Xxx 0000 shall apply to the
                           Trust Fund but as if all the provisos in subsection
                           (1) were omitted.

7.                Subject to the requirements of the Council:

Powers of
Investment        (a)      Moneys to be invested hereunder may be applied or
                           invested in the purchase of any investments or
                           property for the time being authorised by the Council
                           for the investment of Lloyd's Deposits (whether
                           producing income or not and whether properly
                           described as investments or not and whether or not
                           within the range of investments authorised by law for
                           the investment of trust funds);

                  (b)      Securities comprised in the Trust Fund may be
                           deposited with or lent (with or without security) to
                           any incorporated company or building society or bank
                           or discount house or local or governmental authority
                           other than any of the following:

                           (i)      The Corporate Member itself;

                           (ii)     any company which is an associate of the
                                    Corporate Member for the purposes of section
                                    435 of the Insolvency Xxx 0000 (or any
                                    amendment or re-enactment thereof);

                           (iii)    any other corporate member of the Society;

                  (c)      Any part of the Trust Fund may be pooled with other
                           property held in the names or under the control of
                           the Trustees or of the Trustees jointly with other
                           trustees upon the trusts of other Lloyd's Deposits or
                           of Lloyd's Special Reserve Funds or Premiums Trust
                           Funds including the Premiums Trust Fund and may
                           accordingly be deposited or otherwise applied
                           together with such other sums and without any
                           obligation to keep them separate;

                  (d)      Moneys may be invested in securities or property in
                           any part of the world which are recorded held and
                           transferred by an officially established or
                           officially regulated system which is based wholly or
                           partly on computer records (including in particular
                           the systems currently operated in the USA under the
                           names of the "Fedwire" and the Depository Trust
                           Company).












8.                In the administration of the trusts hereof the Trustees shall
Other Powers      have the following powers in addition to those conferred on
                  them by law:

                  (a)      Power to cause or permit the Trust Fund or any part
                           of it to be held in the name or under the direct or
                           indirect control of any nominee approved for the
                           purpose by the Council (whether or not one of the
                           Trustees and whether resident within or outside the
                           United Kingdom) and to pay the remuneration and
                           expenses of such nominee out of the capital or income
                           of the Trust Fund;

                  (b)      Power to participate (whether directly or indirectly
                           through one or more nominees) in any system for the
                           recording holding or transferring of securities or
                           any choses in action which is based wholly or partly
                           on computer records and which is officially
                           established or officially regulated in any part of
                           the world (including in particular any system for the
                           transfer of securities established by the Bank of
                           England and the Stock Exchange under the Stock
                           Transfer Act 1982) and including power (when
                           participating indirectly) to allow a nominee for the
                           purpose of such participation to mix property
                           comprised in the Trust Fund with other property held
                           by that nominee for that purpose;

                  (c)      Power to exercise the voting powers conferred on them
                           as the holders of any securities from time to time
                           comprised in the Trust Fund and to concur in and make
                           any arrangements in connection with any
                           reconstruction amalgamation or winding up of any
                           company whose securities are so comprised as if the
                           Trustees were absolute owners beneficially entitled;

                  (d)      Power to appropriate any investment or property from
                           time to time forming part of the Trust Fund in its
                           actual state of investment to or towards any share or
                           interest in the Trust Fund upon making such
                           valuations as the Trustees think fit and without
                           obtaining the consent of any person;

                  (e)      Power at any time or times by revocable written
                           instrument to delegate to any person for any period
                           and in any manner and upon any terms (including power
                           for the delegate to sub-delegate) the exercise of any
                           of the administrative powers or discretions hereby
                           conferred on them without being liable for the acts
                           or defaults of any such delegate or sub-delegate or
                           for any loss to the Trust Fund resulting therefrom
                           and power at any time by written instrument to revoke
                           any such delegation and in particular power so to
                           delegate their powers under clause 3 hereof to any
                           person who appears to them to be fit and proper and
                           who is an authorised or exempted person within the
                           meaning of the Financial Services Xxx 0000 (or any
                           amendment or re-enactment thereof);

                  (f)      Power to raise and pay out of the Trust Fund (without
                           prejudice to their lien thereon) any taxes charges
                           expenses or other outgoings for which they may be
                           accountable or liable as Trustees hereof or otherwise
                           incurred by the Society or Trustees (in whatever
                           capacity) in connection with these presents or the
                           Corporate Member's membership of the Society or
                           anything done in connection therewith and in this
                           clause 8(f) "taxes" includes any liability of the
                           Trustees or the Society to pay to any person (whether
                           by way of indemnity or otherwise) any amount for or
                           on account of taxes however the rights of that person
                           against the Trustees or the Society may arise.

9.                (a)      Nothing herein contained shall entitle any
Beneficiaries              Beneficiary to receive any account of the Trust Fund
Right to Accounts          or its income unless the Trustees have decided to pay
                           or apply some part thereof for his benefit and have
                           notified him of such decision in writing.

                  (b)      All income of the Trust Fund shall be deemed to
                           accrue wholly on the date of receipt and shall not be
                           apportionable in respect of time.












10.               (a)      The Society shall be entitled to remuneration for
Society as                 acting as a trustee in accordance with terms and
Trustee                    conditions prescribed by the requirements of the
                           Council.

                  (b)      The Society may retain for its own benefit any fee
                           commission or share of commission to which it may
                           become entitled by reason of any deposit loan or
                           other investment or application of the Trust Fund or
                           any part of it made in the Society's name.

                  (c)      In the professed execution of the trusts and powers
                           hereof neither the Society nor the Council nor the
                           Committee nor any other committee sub-committee or
                           body of persons nor any other agent employee or
                           person through which or whom the Society the Council
                           or the Committee may act shall in any circumstances
                           incur any liability to the Depositor to the Corporate
                           Member or to any Beneficiary for negligence.

11.               (a)      The statutory power of appointing new Trustees shall 
New Trustees               apply to the trusts hereby created and shall at all
                           times be vested in the Society.

                  (b)      The Society may at any time by deed remove any
                           Trustee (but shall not remove a sole Trustee without
                           appointing at least one other in his place).

                  (c)      A corporation may be appointed as Trustee or
                           custodian trustee whether or not it is within the
                           statutory definition of trust corporation.

                  (d)      A trust corporation shall be entitled to remuneration
                           for its services in accordance with its normal
                           published terms from time to time and any other
                           Trustee (including a corporation) engaged in any
                           profession or business shall be entitled to be paid
                           all usual professional or proper charges for business
                           transacted time expended and acts done by him or any
                           partner or employee of his in connection with the
                           trusts hereof including acts which a trustee not
                           being in any profession or business could have done
                           personally.

                  (e)      Any individual Trustee may act as an officer or
                           employee of any company whose securities are
                           comprised in the Trust Fund or of any subsidiary of
                           any such company and may retain for himself any
                           remuneration which he may receive as such officer or
                           employee notwithstanding that any votes or other
                           rights attached to any such securities may have been
                           instrumental either alone or in conjunction with
                           other matters or by reason of their non-exercise in
                           procuring or continuing for him his position as such
                           officer or employee or that his qualification for any
                           such position may be constituted wholly or partly by
                           the holding of such securities.

                  (f)      In the professed execution of the trusts and powers
                           hereof no Trustee (including the Society) shall be
                           liable for any loss to the Trust Fund arising by
                           reason of any improper investment made in good faith
                           or the negligence or fraud of any delegate or agent
                           appointed or employed by him or by any other Trustee
                           (although such appointment or employment was not
                           strictly necessary or expedient) or by reason of any
                           mistakes or omissions made in good faith by any
                           Trustee or by reason of any other matter or thing
                           except wilful and individual wrongdoing on the part
                           of the Trustee who is sought to be made so liable.

12.               (a)      This Deed shall be read and construed and take effect
English Law                in all respects in accordance with English law.

                  (b)      The parties hereto irrevocably and unconditionally
                           submit for all purposes of and in connection with the
                           Deed to the exclusive jurisdiction of the English
                           Courts.

13.               The marginal notes herein contained are for reference only and
                  shall not control the meaning or











Marginal          effect of this Deed.
Notes

                  IN WITNESS whereof the parties hereto have duly executed this
                  instrument as a deed

SIGNED as a DEED     )
and DELIVERED by     )
PXRE LIMITED acting  )        /s/ Xxxxxx X. Xxxxx             [Corporate Member]
by two Directors or  )        ----------------------------
one Director         )        Director
and the Company      )
Secretary            )        /s/ Xxxxxxx X. Xxxxxx
                              ----------------------------
                              Director/Secretary

SIGNED as a DEED     )
and DELIVERED by     )
PXRE REINSURANCE     )        /s/ Xxxxxx X. Xxxxx                    [Depositor]
Company acting by    )        ----------------------------
two Directors or     )        Director
one Director and the )
Company Secretary    )        /s/ Xxxxxxx X. Xxxxxx
                              ----------------------------
                              Director/Secretary

                  The common Seal of Lloyd's was hereunto affixed in
                  the presence of                                         [SEAL]

                  Authorised Signatory