AND

Exhibit 99.4

CONFORMED COPY

CLAIMS HANDLING AGREEMENT

BY AND BETWEEN

HARTFORD FIRE INSURANCE COMPANY

AND

ENDURANCE REINSURANCE CORPORATION OF AMERICA

DATED May 15, 2003

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS ............................................................. 1
Section 1.1 Definitions ............................................................. 1

ARTICLE II PERFORMANCE STANDARDS ................................................... 3
Section 2.1 Performance Standards ................................................... 3

ARTICLE III SERVICES TO BE PROVIDED BY HARTFORD FIRE ................................ 4
Section 3.1 Claims Services ......................................................... 4
Section 3.2 Claims Notification and Settlement Authority ............................ 4
Section 3.3 Ultimate Authority ...................................................... 5

ARTICLE IV FEES FOR CLAIMS SERVICES ................................................ 5
Section 4.1 Claims Services Costs ................................................... 5
Section 4.2 Payment ................................................................. 6

ARTICLE V OTHER SERVICES AND FEES FOR SERVICES .................................... 6
Section 5.1 Additional Services ..................................................... 6
Section 5.2 Certain Required Notices ................................................ 6

ARTICLE VI REPORTS; BOOKS AND RECORDS; BANK ACCOUNTS; AUDITS ....................... 6
Section 6.1 Reports ................................................................. 6
Section 6.2 Books and Records; Access ............................................... 7
Section 6.3 Bank Accounts ........................................................... 7
Section 6.4 Audits .................................................................. 8

ARTICLE VII INABILITY TO PERFORM SERVICES; ERRORS ................................... 9
Section 7.1 Inability to Perform Services ........................................... 9
Section 7.2 Errors .................................................................. 9

ARTICLE VIII LEGAL ACTIONS ........................................................... 9
Section 8.1 Regulatory Proceedings .................................................. 9
Section 8.2 Defense of Litigation; Cooperation and Assistance ....................... 9
Section 8.3 Communications Regarding Certain Matters ................................ 9

ARTICLE IX DURATION ................................................................ 10
Section 9.1 Duration ................................................................ 10

ARTICLE X TERMINATION ............................................................. 10
Section 10.1 Termination ............................................................. 10

ARTICLE XI TRANSFER OF CLAIMS HANDLING TO ENDURANCE ................................ 10
Section 11.1 When Allowed ............................................................ 10
Section 11.2 Rights and Duties upon Transfer ......................................... 10
Section 11.3 Transfer of Books and Records to Endurance .............................. 11

Section 11.4 Transition Period ....................................................... 11
Section 11.5 Transfer to Third Party Administrator ................................... 11

ARTICLE XII DISPUTED CLAIMS SETTLEMENTS ............................................. 12
Section 12.1 Claims Payments ......................................................... 12
Section 12.2 Legal Proceedings ....................................................... 12

ARTICLE XIII CONFIDENTIALITY ......................................................... 13
Section 13.1 Use of Information ...................................................... 13

ARTICLE XIV INDEMNIFICATION ......................................................... 13
Section 14.1 Indemnification by Endurance ............................................ 13
Section 14.2 Indemnification by Hartford Fire ........................................ 13
Section 14.3 Indemnification Procedure ............................................... 13
Section 14.4 Exclusive Remedy ........................................................ 13

ARTICLE XV ARBITRATION ............................................................. 14
Section 15.1 Arbitration ............................................................. 14
Section 15.2 Notice of Arbitration ................................................... 14
Section 15.3 Arbitration Panel ....................................................... 14
Section 15.4 Submission of Briefs .................................................... 14
Section 15.5 Arbitration Board's Decision ............................................ 15
Section 15.6 Jurisdiction ............................................................ 15
Section 15.7 Expenses ................................................................ 15
Section 15.8 Production of Documents and Witnesses ................................... 15
Section 15.9 Relief Available ........................................................ 16

ARTICLE XVI MISCELLANEOUS ........................................................... 16
Section 16.1 Relationship ............................................................ 16
Section 16.2 Entire Agreement ........................................................ 16
Section 16.3 Governing Law ........................................................... 16
Section 16.4 Specific Performance .................................................... 16
Section 16.5 Notices ................................................................. 17
Section 16.6 Severability and Validity ............................................... 18
Section 16.7 Amendments .............................................................. 18
Section 16.8 Binding; Assignment ..................................................... 18
Section 16.9 Counterparts ............................................................ 18
Section 16.10 Third Party Beneficiary ................................................. 19

Schedules

Schedule 3.1 Hartford Fire Claim Major Processes--Claims Standard Operating
Procedures
Schedule 3.2 Claims For Which Notification And Consultation With The Other
Party Is Required
Schedule 4.1 Expense Reimbursement Rates
Schedule 5.1 Additional Services
Schedule 6.1(b) Periodic Reports

CLAIMS HANDLING AGREEMENT

This CLAIMS HANDLING AGREEMENT (this "Agreement") is made and entered into
as of this 15th day of May, 2003 by and between HARTFORD FIRE INSURANCE COMPANY,
a company organized under the laws of the State of Connecticut (together with
its successors and permitted assigns, "Hartford Fire"), and ENDURANCE
REINSURANCE CORPORATION OF AMERICA, a company organized under the laws of the
State of New York (together with its successors and permitted assigns,
"Endurance").

RECITALS:

WHEREAS, Hartford Fire, Xxxx Re Company L.L.C. (together with its
successors and permitted assigns, "HartRe LLC") (Hartford Fire and HartRe LLC,
collectively, the "Sellers") and Endurance have entered into a Purchase
Agreement, dated as of May 15, 2003 (the "Purchase Agreement") pursuant to which
Endurance will acquire from the Sellers the Business (defined below);

WHEREAS, Hartford Fire and Endurance have entered into the Quota Share
Retrocession Agreement (the "Retrocession Agreement") attached as Exhibit A to
the Purchase Agreement;

WHEREAS, the parties to the Purchase Agreement desire that Hartford Fire
and Endurance enter into this Agreement; and

WHEREAS, the parties desire for Hartford Fire and Endurance each to
provide Claims Services (defined below) and other services with respect to the
Reinsured Contracts (defined below) in accordance with the terms and conditions
of this Agreement.

NOW, THEREFORE, in consideration of these premises and the terms and
conditions set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Hartford Fire and
Endurance agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Capitalized terms used but not defined herein and
which are defined in the Purchase Agreement or the Retrocession Agreement, as
the context requires, shall have the meanings ascribed to them in the Purchase
Agreement or the Retrocession Agreement, as the context requires. As used in
this Agreement, the following terms shall have the meanings set forth herein:

"AAA" shall have the meaning set forth in Section 15.3 hereof.

"Affiliate" shall have the meaning set forth in the Purchase Agreement.

"Agreement" shall mean this Claims Handling Agreement by and between Hartford
Fire and Endurance, dated as of May 15, 2003.

"Applicable Law" shall have the meaning set forth in the Purchase Agreement.

"Board" shall have the meaning set forth in Section 15.1 hereof.

"Books and Records" shall have the meaning set forth in the Purchase Agreement.

"Business" shall have the meaning set forth in the Purchase Agreement.

"Business Day" shall have the meaning set forth in the Purchase Agreement.

"Claims Services" shall have the meaning set forth in Section 3.1 hereof.

"Closing" shall have the meaning set forth in the Purchase Agreement.

"Damages" shall have the meaning set forth in the Purchase Agreement.

"Endurance" shall have the meaning set forth in the introduction.

"Excluded Liabilities" shall have the meaning set forth in the Retrocession
Agreement.

"Governmental Body" shall have the meaning set forth in the Purchase Agreement.

"Hartford Fire" shall have the meaning set forth in the introduction.

"HartRe LLC" shall have the meaning set forth in the Recitals.

"90-Day Treasury Rate" shall mean the annual yield rate, as of any given date,
of actively traded U.S. Treasury securities having a remaining duration to
maturity of three months, as such rate is published under "Treasury Constant
Maturities" in Federal Reserve Statistical Release H. 15 (519).

"Permits" shall have the meaning set forth in the Purchase Agreement.

"Person" shall have the meaning set forth in the Purchase Agreement.

"Producers" shall have the meaning set forth in the Purchase Agreement.

"Purchase Agreement" shall have the meaning set forth in the recitals.

"Reinsureds" shall have the meaning set forth in the Purchase Agreement.

"Reinsured Contracts" shall have the meaning set forth in the Retrocession
Agreement.

"Reinsured Liability" shall have the meaning set forth in the Retrocession
Agreement.

"Related Documents" shall have the meaning set forth in the Purchase Agreement.

"Retrocession Agreement" shall have the meaning set forth in the Recitals.

"Schedule 5.1 Services" shall have the meaning set forth in Section 5.1.

"Sellers" shall have the meaning set forth in the Recitals.

"Serviced Claims" shall mean any loss or notice of loss or claim for loss which,
if allowed, would constitute a Reinsured Liability.

"Subsidiary" of any Person means another Person, an amount of the voting
securities, other voting ownership or voting partnership interests of which is
sufficient to elect at least a majority of its Board of Directors or other
governing body (or, if there are no such voting interests, 50% of the equity
interests of which) is owned directly or indirectly by such first Person.

"Tax" shall have the meaning set forth in the Purchase Agreement.

"TPA" shall have the meaning set forth in Section 11.5 of this Agreement.

Definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms.

ARTICLE II

PERFORMANCE STANDARDS

Section 2.1 Performance Standards.

(a) Hartford Fire agrees that its primary objective is to perform the
Claims Services in a manner that minimizes the ultimate net loss sustained by
Endurance in connection with the Reinsured Contracts. Subject to the provisions
of this Agreement, Hartford Fire agrees that in providing the Claims Services it
shall do so in a timely and accurate manner and, furthermore, shall (i) provide
the Claims Services in accordance with all reasonable commercial and
professional standards; (ii) comply with: (a) all Applicable Laws relating to
the Reinsured Contracts and to the conduct of the activities contemplated hereby
and (b) the terms and conditions of this Agreement and the Retrocession
Agreement; (iii) perform the Claims Services in the ordinary course of business
consistent with past practices for HartRe LLC and not institute any unusual
method of providing the Claims Services or any related claims, accounting or
claims operation, or reserving methodologies or practices, except with the prior
written approval of Endurance; and (iv) act at all times in good faith and in
the best interests of Endurance in respect of the provision of the Claims
Services.

(b) For the duration of this Agreement, Hartford Fire agrees to employ and
retain a sufficient number of staff with the experience, skill and expertise to
perform the Claims Services in a manner consistent with past practices for
HartRe LLC and the standards set forth in Section 2.1(a) hereof, provided,
Hartford Fire may in lieu of maintaining such staff engage the services of one
or more independent contractors to provide all or a portion of such services,
provided, further, the selection of such independent contractors shall be
subject to the prior consent of Endurance. Hartford Fire shall consult with
Endurance prior to hiring any person whose principal role will be to provide
Claims Services under this Agreement. It is understood and agreed the services
being supplied by this Agreement by Hartford Fire may be provided by one or more
of its Affiliates. The staff retained by Hartford Fire to perform the Claims
Services shall be located in Hartford, Connecticut.

(c) Hartford Fire represents that it has or will obtain and maintain any
and all Permits required under Applicable Law to perform its obligations under
this Agreement.

ARTICLE III

SERVICES TO BE PROVIDED BY HARTFORD FIRE

Section 3.1 Claims Services. On and after the Closing, and except as
otherwise provided in any other provision of this Agreement, Hartford Fire shall
perform the claims services described in Schedule 3.1 with respect to the
Reinsured Contracts to the extent such services relate to Reinsured Liabilities
(collectively the "Claims Services").

Section 3.2 Claims Notification and Settlement Authority. (a) Hartford
Fire shall provide prompt notification to Endurance of Serviced Claims in
accordance with the reporting procedures set forth in Schedule 3.2. Hartford
Fire shall provide Endurance with sufficient prior notification of any internal
claims roundtable discussions and decision making processes with respect to
Serviced Claims for which a "mandatory roundtable" is designated on Schedule 3.2
and shall afford Endurance an opportunity to fully participate in such
discussions and related decision making processes. Subject to Section 12.1,
Hartford shall not, without the prior written consent of Endurance, pay or enter
into any agreement to pay any Serviced Claim in an amount equal to or greater
than $100,000 or for which a "mandatory roundtable" is specified in Schedule
3.2. Hartford Fire will provide Endurance with weekly notice of Serviced Claims
between $50,000 and $100,000 and Hartford Fire shall have authority to pay such
Service Claims listed in the weekly claims run, unless Endurance objects to any
payment within two (2) Business Days of receipt of the weekly claims run. For
the avoidance of doubt, Hartford Fire is fully authorized to pay or agree to pay
any Serviced Claim that is less than $50,000 unless a "mandatory roundtable"
specified on Schedule 3.2 otherwise applies. Unless Endurance makes a specific
request with respect to any kind or category of claim, or unless otherwise
specified on Schedule 3.2, Hartford Fire has no duty to notify Endurance with
respect to any such claim. Hartford Fire will provide Endurance with a list of
all Serviced Claims under $50,000 upon request by Endurance.

(a) Except as specifically authorized by Endurance in writing, Hartford
Fire shall have no authority to enter into any agreements or to take other
actions on behalf of Endurance, to alter or amend any of the Reinsured Contracts
or to modify, waive or extend any of their provisions.

(b) The parties understand and acknowledge that they may from time to time
agree to changes to the Claim Services, including the performance standards and
procedures applicable thereto.

Section 3.3 Ultimate Authority. Subject to Section 12.1, Endurance shall
have the ultimate authority with respect to any matter relating to the Claims
Services.

ARTICLE IV

FEES FOR CLAIMS SERVICES

Section 4.1 Claims Services Costs. Endurance shall reimburse Hartford Fire
for (i) the allocable portion of salaries, benefits and certain overhead of
employees who perform the Claims Services under this Agreement in accordance
with the rates set out in Schedule 4.1 and (ii) the direct out-of-pocket costs
incurred by Hartford Fire in performing the Claims Services, including travel
expenses. The proportional amount that Endurance shall reimburse for such
salary, benefits and overhead specifically related to the facilities being used
for those persons performing the Claims Services who also perform services for
Hartford Fire business other than the Claims Services shall correspond to the
proportional amount of time such persons devote to performing the Claims
Services. The entire salary, benefit and overhead expense of those persons who
perform only Claims Services and who do not perform services for other Hartford
Fire business (except when services for such other business are de minimis)
shall be allocated to Endurance, provided that such the expense shall be allowed
only at the rates set out in Schedule 4.1. The rates shown in Schedule 4.1 shall
apply for Claims Services rendered from the inception of this Agreement until
April 1, 2004. Thereafter, the rates shall be adjusted for the subsequent twelve
(12) months, and further adjusted for each twelve (12) month period thereafter,
subject to the parties' agreement to such adjustments that are reasonable in
relation to increases in Hartford Fire's actual costs. Endurance shall also
reimburse Hartford Fire for allocable information technology expenses (including
associated Taxes) related to data requests made by Endurance that are not
encompassed in the reports provided pursuant to Section 6.1 and Schedule 6.1(b).
Notwithstanding anything in this Agreement to the contrary, in no event shall
Endurance be charged for: (i) any services or activities conducted by Hartford
Fire relating to the Reinsured Contracts to the extent relating to Excluded
Liabilities; or (ii) costs related to the transfer of the Business to Endurance.
This Section shall not be construed to limit any recovery for Reinsured
Liabilities pursuant to the Retrocession Agreement, it being understood and
agreed that the reimbursement provided pursuant to this Agreement is in addition
to, but shall not duplicate, recoveries under the Retrocession Agreement.

Section 4.2 Payment. Hartford Fire shall xxxx Endurance for the amount
determined in accordance with Section 4.1 in monthly installments, payable by
wire transfer of immediately available funds within forty-five (45) days of the
end of each calendar month.

ARTICLE V

OTHER SERVICES AND FEES FOR SERVICES

Section 5.1 Additional Services. If Endurance requires any claims-related
services set forth on Schedule 5.1 with respect to the Reinsured Contracts which
are not otherwise provided under this Agreement ("Schedule 5.1 Services"),
Hartford Fire shall provide such services, provided, Hartford Fire has not
reasonably determined that it is unable to provide such services based on the
staff, infrastructure and other resources available to it at the time that
Endurance makes a request for such services, taking into consideration resources
dedicated to other Hartford Fire business prior to the date of such request.
Hartford Fire shall be reimbursed by Endurance for the cost of such services on
the same basis as its costs are reimbursed pursuant to Section 4.1, provided, if
no rate for the personnel or facilities used for such services is provided in
Schedule 4.1, then the salary, benefits and overhead expense for the personnel
providing such services shall be allocated in accordance with Hartford Fire's
usual and customary internal allocation practices. In addition, Endurance shall
be responsible for any Taxes associated with such costs, including state sales
taxes. For purposes of this section, "overhead expense" includes only the
allocable portion of any expense associated with the use and occupancy of any
leased, owned or rented property of Hartford Fire, including rent, taxes and
other real estate expense and telephone, electricity and other utility charge;
"overhead expense" shall not include any other type of corporate overhead. It is
understood and agreed that Endurance shall not be precluded from requesting
Hartford Fire to provide additional services not specified on Schedule 3.1 or
Schedule 5.1 upon terms to be mutually agreed.

Section 5.2 Certain Required Notices. Each party hereto agrees to promptly
notify the other party hereto with respect to any inquiries or notifications
received from Governmental Bodies or from Producers or other Persons outside the
ordinary course of claims handling relating to the Reinsured Contracts.

ARTICLE VI

REPORTS; BOOKS AND RECORDS; BANK ACCOUNTS; AUDITS

Section 6.1 Reports.

(a) Each party shall collect, administer and provide to the other party
all information and data (whether in hard copy, magnetic or other electronic
form) required by such other party to continue to maintain financial and
statistical data with respect to the Reinsured Contracts in order to permit such
other party to timely make all required

regulatory, statistical, and financial reports and filings. All information and
data provided by a party pursuant to this Section 6.1(a) will be provided as
reasonably requested by the other party. Without limiting the generality of the
foregoing, each party shall prepare all reports needed by the other or their
Affiliates in connection with the Reinsured Contracts to enable both parties and
their Affiliates to comply with Applicable Law and any and all reporting or
filing requirements. Any monthly, quarterly or year-end reports required to be
prepared by each party shall be prepared on a timely basis in order for the
other party and their Affiliates to comply with any filing deadlines required.

(b) During the term of this Agreement, Hartford Fire shall prepare and
deliver to Endurance the reports described on Schedule 6.1(b) with respect to
Serviced Claims.

Section 6.2 Books and Records; Access.

(a) (i) During the term of this Agreement, Hartford Fire shall maintain
all Books and Records relating to the Reinsured Contracts in compliance with
Applicable Law and (ii) Endurance shall be permitted to inspect and audit the
Books and Records maintained by Hartford Fire during normal business hours upon
reasonable advance notice, including the Books and Records produced by Hartford
Fire in connection with the performance of the Claims Services following the
Closing.

(b) Hartford Fire shall pay all storage and related expenses associated
with any Books and Records relating to the Reinsured Contracts, and copies
thereof, that it maintains in its possession exclusively for its own use.

(c) Hartford Fire shall implement appropriate measures to safeguard and
protect against disclosures to unauthorized persons the Books and Records that
are in its possession. Hartford Fire shall comply with all Applicable Laws,
including, without limitation, privacy laws applicable to Endurance, in
connection with all data and Books and Records. Hartford Fire shall cooperate
with any Governmental Body having jurisdiction over Endurance in providing
access to such Books and Records.

(d) Hartford Fire shall keep all Books and Records reasonably up to date,
as well as maintain adequate back-ups relating to all such Books and Records.

Section 6.3 Bank Accounts.

(a) In connection with and for the sole purpose of the performance of the
Claims Services and for the payment of losses and expenses due under this
Agreement and the Retrocession Agreement, Endurance shall establish and maintain
one or more bank accounts in the name of Endurance. Endurance will designate
certain Hartford Fire employees as authorized signatories on such bank
account(s). Hartford Fire shall have the authority to issue drafts on and make
deposits in the bank accounts in the name of Endurance and to make withdrawals
from the bank accounts. Endurance shall do all things reasonably requested to
enable Hartford Fire to make deposits to and withdrawals from the bank accounts
including, without limitation, executing and delivering such resolutions and
other

documents as may be requested from time to time by the banking institutions.
Hartford Fire agrees that without Endurance's prior written consent or as may be
required by Applicable Law or other regulatory authorization it shall not make
any changes to the authorized signatories on the bank accounts. Endurance shall
own all funds deposited in the bank accounts. The initial funding of the bank
accounts will be $7,500,000 and Endurance will replenish the bank accounts as
required to ensure the minimum balance does not fall below $3,000,000.

(b) For purposes of this Agreement, each of the employees of Hartford Fire
shall be deemed to be acting in a fiduciary capacity if he or she handles any of
funds of Endurance, including funds to be deposited in or drawn from the
accounts referred to in Section 6.3(a).

Section 6.4 Audits.

(a) Endurance may request an audit of the Claims Services performed under
this Agreement by an independent auditor not more frequently than twice each
twelve month period commencing on the date of this Agreement. Hartford Fire
shall accommodate such periodic audits. Any such audit shall be conducted by an
independent third party having experience with reinsurance claims. The auditor
shall be selected by Endurance, subject to the consent of Hartford Fire, which
consent shall not be unreasonably withheld. The auditor shall prepare a written
report, which shall be delivered to both Endurance and Hartford Fire and shall
be the joint property of each. The expenses of any such audit shall be borne by
Endurance.

(b) Following the transfer of claims handling to Endurance pursuant to
Section 11.1, Hartford Fire may request an audit of the Claims Services by an
independent auditor not more frequently than twice each twelve month period
commencing on the date of this Agreement and Endurance shall accommodate such
periodic audits. Any such audit shall be conducted by an independent third party
having experience with reinsurance claims. The auditor shall be selected by
Hartford Fire, subject to the consent of Endurance, which consent shall not be
unreasonably withheld. The auditor shall prepare a written report, which shall
be delivered to both Endurance and Hartford Fire and shall be the joint property
of each. The expense of such audit shall be borne by Hartford Fire.

(c) Hartford Fire and Endurance shall each provide independent auditors
appointed pursuant to this Section access to its Books and Records during normal
business hours upon reasonable advance notice and shall provide such cooperation
with such auditors as is reasonably necessary for the auditors to conduct a
claims audit and complete an audit report, subject to the execution by any third
party auditor of a confidentiality agreement in a form reasonably acceptable to
the parties.

(d) The Section shall not in any way limit the rights of either party to
inspect or audit Books and Records pursuant to Section 6.2, including the
frequency or duration of such inspections or audits.

ARTICLE VII

INABILITY TO PERFORM SERVICES; ERRORS

Section 7.1 Inability to Perform Services. In the event any party shall be
unable to perform any Claims Service for a period that could reasonably be
expected to exceed thirty (30) days, the parties shall mutually agree on
alternative means of providing such services. If alternative means for the
provision of the Services cannot be agreed upon by the parties, the party on
whose behalf the Claims Services are being performed may procure such Claims
Services for the Serviced Claims by commercially reasonable means, with the full
assistance and cooperation of the other party. The party that is unable to
perform its obligations shall be solely responsible for all additional costs
incurred in restoring Claims Services which have not been provided due to that
party's failure to adhere to its obligations under this Agreement.

Section 7.2 Errors. Each party shall, at its own expense, correct any
errors in the Claims Services caused by it within a reasonable time (not to
exceed thirty (30) days) after receiving written notice thereof from the other
or otherwise.

ARTICLE VIII

LEGAL ACTIONS

Section 8.1 Regulatory Proceedings. If Endurance or Hartford Fire receive
notice of, or otherwise become aware of, any regulatory investigation or
proceeding relating to the Reinsured Contracts, Endurance or Hartford Fire, as
applicable, shall promptly notify the other party thereof.

Section 8.2 Defense of Litigation; Cooperation and Assistance. Subject to
Section 12.2, Endurance retains ultimate authority for the resolution of any
suit, claim, action or proceeding (including arbitration) involving Serviced
Claims, including the decision to assert or forego any claim or defense or to
initiate, prosecute, defend or maintain any suit, action or legal proceeding in
the name of Hartford Fire. When so requested by Hartford Fire, Endurance shall
afford Hartford Fire or its representatives an opportunity to be associated with
Endurance, at the expense of Hartford Fire, in the defense or prosecution of any
claim, suit or proceeding involving a Serviced Claim, and Endurance and Hartford
Fire shall cooperate in every respect in the defense or prosecution of such
claim, suit or proceeding, but, subject to Section 12.2, in all circumstances
Endurance shall retain the control and direction of the defense or prosecution.

Section 8.3 Communications Regarding Certain Matters. Endurance shall
promptly (i) notify Hartford Fire in writing if it receives any information or
correspondence with respect to any suit, claim, action or proceeding relating to
the Reinsured Contracts, or any written communication threatening any of the
foregoing and (ii) forward to Hartford Fire

any documents it receives relating to any of the matters referred to in clause
(i) of this Section 8.3.

ARTICLE IX

DURATION

Section 9.1 Duration. This Agreement shall become effective as of the
Closing Date and continue until a date which is the earlier of: (i) the date on
which none of the Reinsured Contracts remains in force and all Reinsured
Liabilities have been fully and finally extinguished or (ii) the date on which
this Agreement is terminated according to the provisions of Article X hereof.

ARTICLE X

TERMINATION

Section 10.1 Termination. This Agreement may be terminated at any time
upon the mutual written consent of the parties hereto, which writing shall state
the effective date and relevant terms of the termination.

ARTICLE XI

TRANSFER OF CLAIMS HANDLING TO ENDURANCE

Section 11.1 When Allowed. Endurance may assume all or a portion of claims
handling with respect to Serviced Claims at its option upon (1) a material
breach of this Agreement by Hartford Fire which remains uncured thirty days
following delivery to Hartford Fire of written notice of such material breach;
or (2) delivery to Hartford Fire of ninety days prior written notice at any time
after the first anniversary of the date of this Agreement. Hartford Fire may
require Endurance to assume claims handling with respect to Serviced Claims, and
Endurance shall assume such claims handling responsibility, upon delivery to
Endurance of ninety days prior written notice at any time after the first
anniversary of the date of this Agreement.

Section 11.2 Rights and Duties upon Transfer. If Endurance assumes claims
handling: (i) Endurance shall provide Claims Services on behalf of Hartford
Fire, provided, any rights of Endurance to receive notices, make requests or be
consulted shall become rights of Hartford Fire to receive notices, make requests
and be consulted; (ii) Endurance shall, upon Hartford Fire's request, provide
Schedule 5.1 Services for Hartford Fire subject to the same terms and conditions
set out in Section 5.1 for Hartford Fire; (iii) Endurance shall comply with the
performance standards and other requirements set out in Section 2.1 for Hartford
Fire; (iv) Endurance shall prepare and deliver to Hartford Fire the reports
required

pursuant to Section 6.1(b); and (v) the cost of performing such services shall
be borne entirely by Endurance.

Section 11.3 Transfer of Books and Records to Endurance. Upon transfer of
claims handling to Endurance, Hartford Fire shall cooperate fully in the prompt
transfer of all Books and Records produced by Hartford Fire in connection with
its performance of the Claims Services, to Endurance, so that Endurance shall be
able to perform the Claims Services without interruption following termination
of this Agreement. Hartford Fire, at its option, may duplicate all or any
portion such Books and Records at its own expense prior to transfer. Following
the transfer of claims handling to Endurance, the duties set forth in Section
6.2 with respect to Books and Records shall be the duties of Endurance with
respect to Books and Records in its possession or under its control and the
rights of access set forth in Section 6.2 shall be the rights of Hartford Fire
with respect to such Books and Records.

Section 11.4 Transition Period. In the event that claims handling is
transferred to Endurance, each party shall cooperate fully and completely in
providing such Claims Services as are necessary for the other party to
appropriately effectuate such transfer, for a period of time that is reasonably
necessary to transfer the Claims Services to a new Person.

Section 11.5 Transfer to Third Party Administrator. If, at any time
following the transfer of claims handling to Endurance pursuant to Section 11.1,
there has been a continued and material failure of Endurance to perform the
Claims Services in accordance with the standards, terms and conditions of this
Agreement and such failure remains uncured thirty days following delivery by
Hartford Fire to Endurance of written notice of such failure, then Hartford Fire
may require claims handling services under this Agreement to be transferred to
an independent third party claims administrator (a "TPA") in accordance with the
procedures set forth in this Section 11.5. The TPA shall be appointed by
Endurance upon the written demand of Hartford Fire following the end of the cure
period described in the preceding sentence. The selection of the TPA by
Endurance shall be subject to the consent of Hartford Fire, which consent shall
not be unreasonably withheld. If Endurance fails to nominate a TPA within 30
days of delivery of Hartford Fire's written demand (or 30 days of Endurance's
rejection of a nominee as permitted by the preceding sentence), then Hartford
Fire shall have the right to appoint the TPA. The TPA shall perform the Claims
Services substantially in accordance with the terms of this Agreement. In
transferring claims handling to the TPA, Endurance shall comply with the terms
of Section 11.3 and 11.4 that apply to the transfer of claims handling from
Hartford Fire to Endurance. Following transfer of such claims handling to the
TPA, Hartford Fire and Endurance shall each have all of the rights to receive
notices, be consulted, make requests and give or withhold approvals that each
has when it is a recipient of Claims Services under this Agreement. For the
avoidance of doubt, Endurance shall continue to have ultimate authority as
specified in Section 3.3 and Section 8.2.

ARTICLE XII

DISPUTED CLAIMS SETTLEMENTS

Section 12.1 Claims Payments. The parties acknowledge and agree that
Hartford Fire, as the issuing company, has certain legal obligations with
respect to the Reinsured Contracts. As a consequence, in the event of any
disagreement between Endurance and Hartford Fire with respect to the payment of
any Serviced Claim, the following procedures shall apply:

(a) If the amount proposed by Endurance to be paid to resolve a claim is
greater than the amount proposed by Hartford Fire, then such payment shall be
made only upon receipt of a written acknowledgement of the ceding insurer or
payee that such payment is without prejudice to any defense which Hartford Fire
may assert in connection with the same or any other claim and that such payment
cannot be used as evidence in any proceeding involving Hartford Fire of a waiver
of any defense or right of action that it may have. If the recipient or ceding
insurer refuses to provide such written acknowledgement, then such payment shall
be made subject to a reservation of Hartford Fire's rights to assert any defense
or right of action that it may have notwithstanding such payment.

(b) If the amount proposed by Endurance to be paid to resolve a claim is
less than the amount proposed by Hartford Fire and Hartford Fire determines in
good faith that such payment must be made in order to avoid a violation of
Applicable Law or a material breach of the Reinsured Contract, then (i) Hartford
Fire may pay such claim notwithstanding Endurance's failure to consent to such
payment and such action shall not constitute a breach of this Agreement and (ii)
the amount of such payment for which Endurance shall be liable under the
Retrocession Agreement shall be determined pursuant to the arbitration
procedures set forth in Article XV of this Agreement.

Section 12.2 Legal Proceedings. If Hartford Fire and Endurance disagree
with regard to any action proposed to be taken by Endurance or proposed by
Endurance to be taken by Hartford Fire in connection with any suit, action or
proceeding (including arbitration) involving a Serviced Claim to which Hartford
Fire is a party, including the decision to institute, prosecute, defend or
maintain any such suit, action or proceeding, Hartford Fire may submit to
Endurance a proposal for the amount in controversy to be covered as a Reinsured
Liability under the Retrocession Agreement and, subject to Endurance's agreement
to pay Hartford Fire such amount (the "Litigation Buy Out Amount"), may take
over the conduct of such suit, action or proceeding and Hartford Fire shall
retain for its own account and shall not receive additional payments from
Endurance under the Retrocession Agreement for any loss in excess of the
Litigation Buy Out Amount. If the parties are unable to reach agreement as to
the Litigation Buy Out Amount to be paid by Endurance and Hartford Fire takes
action with respect to the suit, action or proceeding contrary to Endurance's
instructions, then the amount of Endurance's liability under the Retrocession
Agreement for any resulting losses shall be determined pursuant to the

arbitration procedures set forth in Article XV of this Agreement and such action
by Hartford Fire shall not constitute a breach of this Agreement.

ARTICLE XIII

CONFIDENTIALITY

Section 13.1 Use of Information. Information and documentation developed,
maintained or shared pursuant to this Agreement or in the course of performing
Claims Services shall be subject to the terms of Sections 6.3 and 7.2 of the
Purchase Agreement.

ARTICLE XIV

INDEMNIFICATION

Section 14.1 Indemnification by Endurance. Endurance hereby indemnifies
Hartford Fire and its Affiliates and its and their respective officers,
directors, employees, agents and representative against, and agrees to hold each
of them harmless from any and all Damages incurred or suffered by any of them
arising out of or relating to any breach or nonfulfillment by Endurance of, or
any failure by Endurance to perform, any of the covenants, terms or conditions
of, or any duties or obligations under, this Agreement.

Section 14.2 Indemnification by Hartford Fire. Hartford Fire hereby
indemnifies Endurance and its Affiliates and its and their respective officers,
directors, employees, agents and representative against, and agrees to hold each
of them harmless from any and all Damages incurred or suffered by any of them
arising out of or relating to any breach or nonfulfillment by Hartford Fire of,
or any failure by Hartford Fire to perform, any of the covenants, terms or
conditions of, or any duties or obligations under this Agreement.

Section 14.3 Indemnification Procedure. In the event either Endurance or
Hartford Fire shall have a claim for indemnity against the other party under the
terms of this Agreement, the parties shall follow the procedures set forth in
Sections 9.3 and 9.4 of the Purchase Agreement.

Section 14.4 Exclusive Remedy. Subject to the rights of the parties under
Section 16.4, the parties hereto expressly acknowledge that (i) the provisions
of this Article IX shall be the sole and exclusive remedy at law or in equity
for Damages arising out of this Agreement and (ii) no Indemnifying Party shall
be liable for consequential, punitive or treble Damages except to the extent
actually paid to a third party by an Indemnified Party.

ARTICLE XV

ARBITRATION

Section 15.1 Arbitration. As a condition precedent to any cause of action,
any and all disputes between Hartford Fire and Endurance arising out of,
relating to, or concerning this Agreement, whether sounding in contract or tort
and whether arising during or after termination of this Agreement, shall be
submitted to the decision of a board of arbitration composed of two arbitrators
and an umpire (the "Board") meeting at a site in Westchester County, New York.
The arbitration shall be conducted under the Federal Arbitration Act and shall
proceed as set forth below.

Section 15.2 Notice of Arbitration. A notice requesting arbitration, or
any other notice made in connection therewith, shall be in writing and shall be
sent certified or registered mail, return receipt requested to the affected
parties. The notice requesting arbitration shall state in particulars all issues
to be resolved in the view of the claimant, shall appoint the arbitrator
selected by the claimant and shall set a tentative date for the hearing, which
date shall be no sooner than ninety (90) days and no later than one hundred
fifty (150) days from the date that the notice requesting arbitration is mailed.
Within thirty (30) days of receipt of claimant's notice, the respondent shall
notify claimant of any additional issues to be resolved in the arbitration and
of the name of its appointed arbitrator.

Section 15.3 Arbitration Panel. Unless otherwise mutually agreed, the
members of the Board shall be impartial and disinterested and shall be active or
former executive officers of property-casualty insurance companies, reinsurance
companies or active or inactive lawyers with at least twenty (20) years of
experience in insurance and reinsurance. Hartford Fire and Endurance shall each
appoint an arbitrator and the two (2) arbitrators shall choose an umpire before
instituting the hearing. If the respondent fails to appoint its arbitrator
within thirty (30) days after having received claimant's written request for
arbitration, the claimant is authorized to and shall appoint the second
arbitrator. If the two arbitrators fail to agree upon the appointment of an
umpire within thirty (30) days after notification of the appointment of the
second arbitrator, within ten (10) days thereof, the two (2) arbitrators shall
request the American Arbitration Association ("AAA") to appoint an umpire for
the arbitration with the qualifications set forth in this Article. If the AAA
fails to name an umpire, either party may apply to the court named below to
appoint an umpire with the above required qualifications. The umpire shall
promptly notify in writing all parties to the arbitration of his selection and
of the scheduled date for the hearing. Upon resignation or death of any member
of the Board, a replacement shall be appointed in the same fashion as the
resigning or deceased member was appointed.

Section 15.4 Submission of Briefs. The claimant and respondent shall each
submit initial briefs to the Board outlining the issues in dispute and the
basis, authority and reasons for their respective positions within thirty (30)
days of the date of notice of appointment of the umpire. The claimant and the
respondent may submit reply briefs to the Board within ten (10) days after
filing of the initial brief(s). Initial and reply briefs may be amended by the

submitting party at any time, but not later than ten (10) days prior to the date
of commencement of the arbitration hearing. Reasonable responses shall be
allowed at the arbitration hearing to new material contained in any amendments
filed to the briefs but not previously responded to.

Section 15.5 Arbitration Board's Decision. The Board shall make a decision
and award with regard to the terms of this Agreement and the original intentions
of the parties to the extent reasonably ascertainable. The Board's decision and
award shall be in writing and shall state the factual and legal basis for the
decision and award. The decision and award shall be based upon a hearing in
which evidence shall be allowed and which the formal rules of evidence shall not
strictly apply but in which cross examination and rebuttal shall be allowed. At
its own election or at the request of the Board, either party may submit a
post-hearing brief for consideration of the Board within twenty (20) days of the
close of the hearing. The Board shall make its decision and award within thirty
(30) days following the close of the hearing or the submission of post-hearing
briefs, whichever is later, unless the parties consent to an extension. Every
decision by the Board shall be by a majority of the members of the Board and
each decision and award by the majority of the members of the Board shall be
final and binding upon all parties to the proceeding.

Section 15.6 Jurisdiction. Either party may apply to the United States
District Court for the Southern District of New York for an order confirming any
decision and the award; a judgment of that Court shall thereupon be entered on
any decision or award. If such an order is issued, the attorneys' fees of the
party so applying and court costs will be paid by the party against whom
confirmation is sought. The Board may award interest calculated from the date
the Board determines that any amounts due the prevailing party should have been
paid to the prevailing party.

Section 15.7 Expenses. Each party shall bear the expense of the one
arbitrator appointed by it and shall jointly and equally bear with the other
party the expense of any stenographer requested, and of the umpire. The
remaining costs of the arbitration proceedings shall be finally allocated by the
Board.

Section 15.8 Production of Documents and Witnesses. Subject to customary
and recognized legal rules of privilege, each party participating in the
arbitration shall have the obligation to produce those documents and as
witnesses to the arbitration those of its employees as any other participating
party reasonably requests providing always that the same witnesses and documents
be obtainable and relevant to the issues before the arbitration and not be
unduly burdensome or excessive. The parties may mutually agree as to pre-hearing
discovery prior to the arbitration hearing and in the absence of agreement, upon
the request of any party, pre-hearing discovery may be conducted as the Board
shall determine in its sole discretion to be in the interest of fairness, full
disclosure, and a prompt hearing, decision and award by the Board. The Board
shall be the final judge of the procedures of the Board, the conduct of the
arbitration, of the rules of evidence, the rules of privilege and production and
of excessiveness and relevancy of any witnesses and documents upon the

petition of any participating party. To the extent permitted by law, the Board
shall have the authority to issue subpoenas and other orders to enforce their
decisions.

Section 15.9 Relief Available. Nothing herein shall be construed to
prevent any participating party from applying to the United States District
Court for the Southern District of New York to issue a restraining order or
other equitable relief to maintain the "status quo" of the parties participating
in the arbitration pending the decision and award by the Board or to prevent any
party from incurring irreparable harm or damage at any time prior to the
decision and award of the Board. The Board shall also have the authority to
issue interim decisions or awards in the interest of fairness, full disclosure,
and a prompt and orderly hearing and decision and award by the Board.

ARTICLE XVI

MISCELLANEOUS

Section 16.1 Relationship. Endurance and Hartford Fire are and shall
remain independent contractors and not employees of the other party. Except as
expressly granted in this Agreement or otherwise by the other party in writing
or as may be required by Applicable Law or as necessary to perform the services
to be provided hereunder or to obtain the benefits hereof, no party shall have
any authority, express or implied, to act as an agent of the other party or its
Subsidiaries or Affiliates under this Agreement. Except as otherwise provided by
this Agreement or by any other agreement between the parties, each party shall
be responsible for the payment of all employment, income and social security
taxes arising in connection with the compensation payable to its personnel
involved in the provision of the Claims Services hereunder.

Section 16.2 Entire Agreement. This Agreement, the Purchase Agreement and
the Related Documents including all Schedules and Exhibits attached hereto and
thereto, constitute the entire agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein and supercede all
prior agreements and understandings between the parties with respect to such
subject matters.

Section 16.3 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to the conflict of laws principles thereof.

Section 16.4 Specific Performance. The parties recognize and agree that if
for any reason any of the provisions of this Agreement are not performed in
accordance with their specific terms or are otherwise breached, immediate and
irreparable harm or injury would be caused for which money damages would not be
an adequate remedy. Accordingly, each party agrees that, in addition to any
other available remedies, each other party shall be entitled to seek an
injunction restraining any violation or threatened violation of any of the
provisions of this Agreement without the necessity of posting a bond or other
form of security. In the event that any action should be brought in equity to
enforce any of the

provisions of this Agreement, no party will allege, and each party hereby waives
the defense, that there is an adequate remedy at law.

Section 16.5 Notices. All notices, requests, claims, demands and other
communications to be given under this Agreement shall be in writing and shall be
given (and shall be deemed to have been duly given upon receipt) by delivery in
person, by facsimile transmission (which is confirmed) or sent by overnight
courier (providing proof of delivery) or by registered or certified mail
(postage prepaid, return receipt requested), to the other parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):

(a) If to Hartford Fire, to:

Hartford Fire Insurance Company
Hartford Plaza
Hartford, Connecticut 06115-1900
Attention: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

With a concurrent copy, which shall not constitute notice, to:

LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

(b) If to Endurance, to:

Endurance Reinsurance Corporation of America
000 Xxxxxxxxxxx Xxx.
Xxxxx Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

With a concurrent copy, which shall not constitute notice, to:

Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Xxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

or to such other address as the Person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.

Section 16.6 Severability and Validity. The provisions set forth in this
Agreement are severable. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable in any jurisdiction or against its regulatory
policy, the remainder of this Agreement, and the application of such provision
to other Persons or circumstances, shall not be affected thereby and shall
remain valid and enforceable in such jurisdiction, and any such invalidity or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Upon a determination
that any term, provision, covenant or restriction is invalid, void or
unenforceable or against the regulatory or public policy of the governing
jurisdiction, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible to the fullest extent permitted by Applicable Law in an acceptable
manner to the end that the transactions contemplated by this Agreement are
fulfilled to the extent possible.

Section 16.7 Amendments. This Agreement may be amended, supplemented or
modified, and any provision hereof may be waived, only pursuant to a written
instrument making specific reference to this Agreement signed by each of the
parties hereto. No failure or delay by any party in exercising any right, power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.

Section 16.8 Binding; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and legal representatives. Except as provided in Section 2.1(b), neither
this Agreement, nor any rights, interests or obligations hereunder, may be
directly or indirectly assigned, delegated, sublicensed or transferred by any
party to this Agreement, in whole or in part, to any other Person (including any
bankruptcy trustee) by operation of law or otherwise (other than by operation of
law in a merger), whether voluntarily or involuntarily without the prior written
consent of the parties hereto.

Section 16.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument and shall become effective
when one or more

counterparts have been signed by each of the parties to this Agreement and
delivered to the other party hereto.

Section 16.10 Third Party Beneficiary. This Agreement does not provide
for, and does not intend to provide for, any Person to have any third party
beneficiary rights.

IN WITNESS WHEREOF, this Claims Handling Agreement has been duly executed
by a duly authorized officer of each party hereto as of the date first above
written.

HARTFORD FIRE INSURANCE COMPANY

By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President

ENDURANCE REINSURANCE
CORPORATION OF AMERICA

By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President

Document Metadata

Table of Contents

AND

Document Metadata