COVANTA HOLDING CORPORATION 40 Lane Road Fairfield, New Jersey 07004 March 2, 2006

EXHIBIT 10.1

COVANTA HOLDING CORPORATION
00 Xxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000

March 2, 2006

Mr. Xxxx Xxxxxxxxx, Insurance Commissioner
  as Trustee of the MIC, MNIC and EIC Trusts
c/o Conservation & Liquidation Xxxxxx
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxx, Special Deputy Insurance Commissioner

Re:     Amendment to Rehabilitation Plan Implementation Agreement

Ladies and Gentlemen:

Reference is made to that certain Amendment to Rehabilitation Plan Implementation Agreement, dated as of January 11, 2006 (the “Original Agreement”), between Xxxx Xxxxxxxxx, Insurance Commissioner of the State of California, in his capacity as Trustee of the Mission Insurance Company Trust, the Mission National Insurance Company Trust and the Enterprise Insurance Company Trust (the “Insurance Commissioner”), on the one hand, and Covanta Holding Corporation (f/k/a Xxxxxxxxx Holding Corporation and as Mission Insurance Group, Inc.), on the other hand. The purpose of this letter (this “Amendment Letter”) is to amend Paragraph 75 of the Original Agreement for the purpose of extending the period of time to satisfy or waive the conditions precedent contained in the Original Agreement.

The parties hereto agree that Paragraph 75 of the Original Agreement is hereby amended by inserting the date “May 31, 2006” in place of “March 31, 2006” therein.

Except as amended hereby, the terms and conditions of the Original Agreement shall remain in full force and effect. Any references in the Original Agreement to “this Agreement,” “herein,” “hereafter,” “hereto,” “hereof,” and words of similar import shall, unless the context otherwise requires, mean or refer to the Original Agreement as amended by this Amendment Letter. This Amendment Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

If the Insurance Commissioner is in agreement with the foregoing, please so indicate by signing below and returning to Covanta Holding Corporation one signed copy of this Amendment Letter.

	COVANTA HOLDING CORPORATION:
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Senior Vice President and Chief Financial Officer

Accepted and agreed to this
17th day of March, 2006:

Xxxx Xxxxxxxxx, Insurance Commissioner of the State of California, in his capacity as Trustee of the Mission Insurance Company Trust, the Mission National Insurance Company Trust and the Enterprise Insurance Company Trust

    /s/ Xxxxx X. Xxxxxx

Xxxxx X. Xxxxxx, Special Deputy Insurance Commissioner

cc: Xxxxxx Xxxxxx
Xxxx Xxx
Xxxxxx X. Xxxxxxxx, Xx.
Xxxxxxx X. Xxxxxxx
Xxxxx X. Xxxxx
C. Xxxxxx Xxxxxxx