TERMINATION OF TRUST AGREEMENT AND RELEASE AND INDEMNIFICATION OF TRUSTEE

Exhibit 10.11

TERMINATION OF TRUST AGREEMENT

AND RELEASE AND INDEMNIFICATION OF TRUSTEE

This Agreement dated January 10, 2005 is among ALEA LONDON LIMITED, a United Kingdom domiciled company (the "Grantor"); COAST NATIONAL INSURANCE COMPANY, a California domiciled insurance company, SECURITY NATIONAL INSURANCE COMPANY, a Florida domiciled insurance company, BRISTOL WEST INSURANCE COMPANY (formerly Reliant Insurance Company), a Pennsylvania domiciled insurance company and BRISTOL WEST CASUALTY INSURANCE COMPANY (formerly Reliant Casualty Insurance Company), an Ohio domiciled insurance company (collectively referred to herein as the "Beneficiary"); and XXXXX BROTHERS XXXXXXXX TRUST COMPANY, LLC, a New York limited purpose trust company formed under the New York banking regulations (the "Trustee"), (collectively known as the "Parties").

WHEREAS:

1. The Grantor and the Beneficiary have entered into certain Reinsurance Agreements pursuant to which the Beneficiary has reinsured certain losses and expenses with the Grantor (the "Reinsurance Agreements");

2. The Grantor entered into a trust agreement dated as of January 1, 2002 with the Trustee for the sole and exclusive benefit of the Beneficiary for the purpose of providing security for the Grantor's obligations under the Reinsurance Agreements (the "Trust Agreement");

3. On or about the date of execution of the Trust Agreement, the Grantor delivered assets to the Trustee to be held in the account established by the Trustee identified on the books and records of the Trustee as Account Number 0000000 (the "Trust Account");

4. The Grantor and the Beneficiary desire to terminate the Trust Agreement upon delivery of all the assets as instructed in the Attached Schedule B, including assets substituted or purchased with the redemption proceeds of any of the scheduled assets or the cash proceeds thereof, in the Trust Account, as shown in the attached Schedule A; and

5. The Grantor and Beneficiary have requested the Trustee to forego its right to a judicial accounting of its proceedings as trustee and desire to (i) approve the proceedings of the Trustee from inception of the trust to the date of this termination agreement and (ii) release and indemnify the Trustee from and against any liability in connection with its administration of the trust, including but not limited to the delivery of all of the trust assets in the Trust Account as directed herein by the Grantor and the Beneficiary.

NOW, THEREFORE, for and in consideration of the premises and/or other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:

(A) As required under Section 11 of the Trust Agreement, the Grantor and the Beneficiary hereby give notice to the Trustee that the Trust Agreement and the trusts created thereby shall terminate AND the Parties consent to the termination of the Trust Agreement and the trusts created thereby, effective January, 21 2005 (the “Termination Date”).

(B) The Trustee hereby acknowledges that it has waived thirty (30) days’ prior written notice of such termination as permitted under Section 11 of the Trust Agreement. The Trustee hereby further acknowledges that the Grantor has paid all sums due the Trustee for the Trustee’s fees and expenses as required under Section 8 of the Trust Agreement.

(C) The Grantor and the Beneficiary do hereby jointly and severally:

1) REPRESENT that they are familiar with the provisions of the Trust Agreement, have requested the Trustee to settle its account by this agreement in order to minimize the expense of accounting and have had full access to the trust records and account statements and the opportunity to review said records and statements with the assistance of such advisers as they deem necessary; and

2) RELEASE, INDEMNIFY and HOLD HARMLESS the Trustee from and against any liability or charges of any kind or nature whatsoever (including, but not limited to attorneys fees or expenses) which it may incur or which at any time may be made against it, whatsoever for and on account of any matter growing out of or in any way connected with the Trust or the administration and distribution thereof, including but not limited to the distribution of all the assets in the Trust Account as directed herein.

(D) This agreement shall bind the Parties and their respective successors, affiliates and assigns.

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(E) This agreement may be executed by the Parties hereto in any number of counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one single instrument.

IN WITNESS WHEREOF, the Parties hereto have set their hands to be legally bound effective as of the date first written above.

ALEA LONDON LIMITED
as Grantor
By:	/s/ Xxxxxxx Xxxx Cane
Title:	CEO
XXXXX BROTHERS XXXXXXXX TRUST COMPANY, LLC
as Trustee
By:	/s/ Xxxxxx Xxxxxx
Title:	Senior Vice President
COAST NATIONAL INSURANCE COMPANY
as Beneficiary
By:	/s/ Xxxxxxx Xxxx Xxxxxx
Title:	President
SECURITY NATIONAL INSURANCE COMPANY
as Beneficiary
By:	/s/ Xxxxx Xxxxxx
Title:	President
BRISTOL WEST INSURANCE COMPANY
as Beneficiary
By:	/s/ Xxxxxxx Xxxx Xxxxxx
Title:	President
BRISTOL WEST CASUALTY INSURANCE COMPANY
as Beneficiary
By:	/s/ Xxxxxxx Xxxx Xxxxxx
Title:	Vice President

Cheeswrights

Notaries Public

00 Xxxxxxx Xxxx Xxxxxx XX0X 0XX

Telephone: 000 0000 0000 (or) 07000 NOTARIES

Facsimile: 202 7623 5428

E-mail: xxxxxx@xxxxxxxxxxxx.xx.xx

xxx.xxxxxxxxxxxx.xx.xx

DX 000/Xxxxxx Xxxx XX0

TO ALL TO WHOM THESE PRESENTS SHALL COME, I XXXXXX XXXXXXXX of the City of London NOTARY PUBLIC by royal authority duly admitted and sworn DO HEREBY CERTIFY the genuineness of the signature of XXXXXXX XXXX CANE subscribed to the document hereunto annexed, such signature being in the own, true and proper handwriting of the said Xxxxxxx Xxxx Cane, director of the company styled ALEA LONDON LIMITED of London, England.

IN FAITH AND TESTIMONY WHEREOF I the said notary have subscribed my name and affixed my seal of office at London aforesaid this nineteenth day of January in the year two thousand and five.

SCHEDULE A

Assets
Par Value/		Par Value/
Original Face		Current Face		Security Description		Cusip
63,600,000		63,600,000		UST BILLS DUE 0% 1/13/05		000000XX0
15,100,000		15,100,000		UST BILLS DUE 0% 1/18/2005		000000XX0
1,250,000		1,250,000		AMERICAN EX CEN 4.375% 7/30/09		00000XXX0
1,500,000		1,500,000		BANK OF AMERICA 7.4% 1/15/11		000000XX0
1,900,000		1,900,000		BOIT 2003-A9 A9 3.86% 10/15/08		00000XXX0
600,000		600,000		BOSTON EDISON 4.875% 4/15/14		000000XX0
500,000		500,000		CATERPILLAR FIN 5.95% 05/01/06		00000XXX0
1,600,000		1,600,000		CCCIT 02-A1 A1 4.95% 2/9/09		00000XXX0
1,275,000		1,275,000,		CHASE MHTTN BK 7.43% 8/15/31		000000XX0
1,250,000		1,250,000		DAIMLER 2002B A4 3.53% 12/6/07		00000XXX0
1,800,000		1,800,000		DCAT 02-C A4 3.09% 1/8/08		00000XXX0
2,000,000		1,806,247		FHLM GOLD#B12814 4.5% 3/1/19		000000XX0
28,572		16,228		FHLM GOLD#E92283 5.5% 10/1/17		0000XXXX0
1,561,375		410,427		FHLM GOLD#G11038 5.5% 7/1/15		00000XXX0
500,000		500,000		FIRSTAR BANK V/R 7/5/10		0000X0XX0
1,750,000		1,750,000		GENERAL ELECTRIC 5% 2/1/13		000000XX0
2,408,795		2,018,841		GNMA #625608 535% 12/15/18		00000XXX0
675,000		675,000		XXXXXXX XXXXX 3.875% 01/15/09		00000XXX0
500,000		500,000		XXXXXXX SACHS 4.75% 7/15/13		00000XXX0
1,200,000		1,200,000		GS MORTGAGE 6.62% 10/18/30		00000XXX0
1,900,000		1,704,013		GSR 2004-11 4.48% 9/25/34		00000XXX0
2,500,000		2,500,000		HAROT 04-2 A3 3.3% 6/15/08		00000XXX0
250,000		250,000		HOUSEHOLD FIN 4.625% 1/15/08		000000XX0
1,100,000		1,100,000		HOUSEHOLD FIN 6.375% 10/15/11		000000XX0
350,000		350,000		XX XXXXXX XXXXX 5.25% 5/30/04		00000XXX0
1,450,000		1,450,000		JPMCC01-CIB2 A3 6.429% 4/15/35		00000XXX0
1,400,000		1,400,000		LBUBS 03-C3 A3 4.063% 1/17/13		00000XXX0
1,250,000		1,250,000		LBUBS 03-C5 A3 4.254% 4/17/13		00000XXX0
200,000		200,000		MOBIL CORP 8.625% 08/15/21		000000XX0
2,025,000		1,029,812		SACS 02-AL1 A2 3.45% 2/25/32		00000XXX0
500,000		500,000		SALOMO 00-C3 A2 6.592% 12/18/33		00000XXX0
1,475,000		1,475,000		SLMA 2004-7 A1 V/R 4/25/06		00000XXX0
1,100,000		1,100,000		SUNTRUST BANK 4% 10/15/08		000000XX0
875,000		875,000		US BANK NA 2.87% 2/1/07		00000XXX0
890,000		890,000		UST BDS 6% 2/15/26		000000XX0
600,000		600,000		VERIZON GLOBAL 4% 1/15/08		00000XXX0
350,000		350,000		VERIZON NJ INC 5.875% 1/17/12		00000XXX0
1,700,000		1,700,000		XXXXX FARGO & COMP 4% 8/15/08		000000XX0
350,000		350,000		XXXXX FARGO CO 5.9% 5/21/06		000000XX0
50,000		50,000		XXXXX FARGO 3.5% 4/4/08		000000XX0
3,500,000		3,380,097		WFMBS 04-H A1 4.54% 6/25/34		00000XXX0
250,000		239,301		WFMBS 04-K 1A2 4349% 7/25/34		00000XXX0
Cash:				$97,513.05

SCHEDULE  B

Delivery Instructions to the Trustee

Cash to be delivered to the Beneficiary:

Commutation Amount:		$ 78,702,314.00
Opportunity Cost:		$ 107,123.00
Total Amount Due to  Beneficiary		$ 78,595,191.00

Amount:		$78,595,191.00
Bank Name:		Mellon Bank
ABA No.:		000000000
Account No.:		119-6471
Account Name:		Bristol West Holdings, Inc.
Reference:		Alea London Bristol West Commutation, Attn Xxx Xxxxxx 412-
		234-8788

Cash and Assets to be Delivered to the Grantor:

Amount: Balance of Cash and Assets in excess of amounts due the Beneficiary

Transfer to:

Xxxxx Brothers Xxxxxxxx & Co.

Account No. 0000000

Account Name: Alea London Limited