Termination and Release Agreement Between Coast National Insurance Company, Security National Insurance Company, Bristol West Insurance Company, Bristol West Casualty Insurance Company, and Chubb Re (Bermuda) Ltd.

1

The Subscribing Reinsurer shall pay to Coast National, on behalf of the Company, the sum of Nineteen Million Six Hundred Seventy Five Thousand Five Hundred Seventy Eight Dollars ($19,675,578) such amount being equal to the profit commission in accordance with Article IX of the Contract. Such payment shall be made by the Subscribing Reinsurer to Coast National no later than January 21, 2005, in accordance with the letter agreement dated July 23, 2004 and attached hereto as Exhibit B.

2

The Company shall accept the sum set forth in Paragraph 1 above as the total amount due in full and final settlement of any and all amounts due from the Subscribing Reinsurer to the Company under the I&L Agreement and the Contract.

3

Effective upon the receipt of payment set forth in Paragraph 1 above, the Company does hereby, on behalf of itself, its successor and assigns, parents, affiliates, subsidiaries release and discharge the Subscribing Reinsurer, its past, present and future directors, officers, employees, consultants, attorneys, agents, administrators, successors, assigns, parents, affiliates, subsidiaries and receivers from any and all past, present and future claims, causes, causes of action, liabilities and obligations arising under or related directly or indirectly to the I&L Agreement and the Contract, whether known or unknown, reported or unreported, and whether currently existing or arising in the future, including but not limited to: any and all past, present and future payment obligations, adjustments, setoffs, actions, omissions, causes of action, suits, debts, sums of money, accounts demands, covenants, controversies, bonds, bills, promises, damages, judgments, claims, costs, expenses, losses, representations and warranties whatsoever related directly or indirectly to the I&L Agreement and the Contract; it being the intention of the parties that this Agreement shall operate as a full and final settlement of the Subscribing Reinsurer's past, current and future liabilities to the Company related to the I&L Agreement and the Contract. The Company acknowledges the aforementioned payment as a complete accord, satisfaction, settlement and commutation of all the Subscribing Reinsurer's liabilities and obligations under the I&L Agreement and the Contract and agrees to indemnify and hold the Subscribing Reinsurer harmless from and against any and all liabilities, costs, damages and expenses, including without limitation, attorney's fees, incurred in connection with any and all claims or actions against the Company or the Subscribing Reinsurer, or either of their successors or assigns, arising out of or related to the I&L Agreement and the Contract.

4

Effective on the same date on which the Company shall release and discharge the Subscribing Reinsurer as provided in Paragraph 3 of this Agreement, the Subscribing Reinsurer shall release and discharge the Company, its past, present and future directors, officers, employees, consultants, attorneys, agents, administrators, successors, assigns and receivers from any and all past, present and future claims, causes, causes of action, liabilities and obligations arising under or related directly or indirectly to the I&L Agreement and the Contract, whether known or unknown, reported or unreported, and whether currently existing or arising in the future, including but not limited to: any and all past, present and future payment obligations, adjustments, setoffs, actions, omissions, causes of action, suits, debts, sums of money, accounts, demands, covenants, controversies, bonds, bills, promises, damages, judgments, claims, costs, expenses, losses representations and warranties whatsoever related directly or indirectly to the I&L Agreement and the Contract; it being the intention of the parties that this Agreement shall operate as a full and final settlement of the Company's past, current and future liabilities to the Subscribing Reinsurer under the I&L Agreement and the Contract.

5

The rights, duties and obligations set forth herein shall inure to the benefit of and be binding upon any and all predecessors, successors, affiliates, officers, directors, employees, parents, subsidiaries, stockholders, receivers and assigns of the parties hereto.

6

The parties hereto expressly warrant and represent that the execution of this Agreement is fully authorized by each of them; that the person or persons executing this document have the necessary and appropriate authority to do so; that there are no pending agreements, transactions, or negotiations to which any of them are a party that would render this Agreement or any part hereof, void, voidable, or unenforceable. Each of the Company and the Subscribing Reinsurer agrees to execute and deliver all such documents and agreements and to take such other action as may be reasonably necessary or desirable to effectuate the purpose and intent of this Agreement.

7

This Agreement contains the entire agreement between the parties as respects its subject matter. This Agreement shall neither be modified nor amended, nor any of its provisions waived, except by a written agreement signed by the parties hereto.

8

This Agreement shall be interpreted and governed by the laws of New York.

9

Any party to this Agreement signing on behalf of any affiliates or subsidiaries represents and warrants that it has the authority to do so and by such signing binds such other affiliates or subsidiaries to this agreement.

For and on behalf of

For and on behalf of

Chubb Re (Bermuda) Ltd.

Coast National Insurance Company

on behalf of

Federal Insurance Company

Name: Martin Vezina

Name: Jeffrey John Dailey

Title: Vice President

Title: President

Date: January 12, 2005

Date: January 10, 2005

For and on behalf of

For and on behalf of

Security National Insurance Company

Bristol West Insurance Company

Name: Simon John Noonan

Name: Jeffrey John Dailey

Title: President

Title: Vice President

Date: January 10, 2005

Date: January 10, 2005

For and on behalf of

Bristol West Casualty Insurance Company

Name: Jeffrey John Dailey

Title: Vice President

Date: January 10, 2005

Exhibit B

July 23, 2004