Commercial: We are the fifth largest writer of commercial lines property and casualty insurance distributed through independent agencies in the United States, based on 2009 net written premiums, according to A.M. Best data. We offer insurance coverage for commercial multiple peril, commercial automobile, workers compensation, general liability and other commercial risks to small and mid-size

EXHIBIT 10.142

QUOTA SHARE
REINSURANCE AGREEMENT

EFFECTIVE DECEMBER 1, 2002

between

LIBERTY MUTUAL INSURANCE COMPANY
Boston, Massachusetts
(with and on behalf of THE FIRST LIBERTY INSURANCE CORPORATION,
West Des Moines, Iowa
LIBERTY MUTUAL FIRE INSURANCE COMPANY
Boston, Massachusetts
LM INSURANCE CORPORATION
West Des Moines, Iowa
LIBERTY INSURANCE CORPORATION
South Burlington, Vermont
for business classified as Small Business Group, only)

and

PEERLESS INSURANCE COMPANY
Keene, New Hampshire

QUOTA SHARE REINSURANCE AGREEMENT

ARTICLE		CONTENTS		PAGE
		PREAMBLE			1
I		CLASSES OF BUSINESS REINSURED			1
II		EFFECTIVE DATE AND TERMINATION			1
III		TERRITORY			2
IV		EXCLUSIONS			2
V		RETENTION AND LIMIT			7
VI		LOSS IN EXCESS OF POLICY LIMITS/EXTRA CONTRACTUAL OBLIGATIONS			7
VII		LOSS AND LOSS ADJUSTMENT EXPENSE			8
VIII		SALVAGE AND SUBROGATION			8
IX		SPECIAL TERMINATION			8
X		REPORTS AND REMITTANCES			9
XI		PREMIUM AND CEDING COMMISSION			9
XII		OFFSET			10
XIII		ACCESS TO RECORDS			10
XIV		ERRORS OR OMISSIONS			10
XV		CURRENCY			10
XVI		TAXES			10
XVII		INSOLVENCY			10
XVIII		ARBITRATION			11
XIX		AMENDMENTS			12
XX		ENTIRE AGREEMENT			12
XXI		CONFIDENTIALITY CLAUSE			12
XXII		DEFINITION OF RISK			12
ATTACHMENTS:
		EXHIBIT A — ASSIGNMENT CODES
		INSOLVENCY FUNDS EXCLUSION CLAUSE.
		POOLS, ASSOCIATIONS AND SYNDICATES EXCLUSION CLAUSE TOTAL INSURED VALUE EXCLUSION CLAUSE
		NUCLEAR INCIDENT EXCLUSION CLAUSE — PHYSICAL DAMAGE — REINSURANCE — U.S.A.
		NUCLEAR INCIDENT EXCLUSION CLAUSE — PHYSICAL DAMAGE — REINSURANCE — CANADA.
		NUCLEAR INCIDENT EXCLUSION CLAUSE — REINSURANCE — NO. 4.
		TERRORISM EXCLUSION CLAUSE REINSURANCE (PROPERTY)
		APPENDIX A — GLOBAL FORTUNE 500 COMPANIES.
		APPENDIX B — PHARMACEUTICAL/MEDICAL RISKS
		NUCLEAR INCIDENT EXCLUSION CLAUSE — LIABILITY — REINSURANCE — U.S.A.
		NUCLEAR INCIDENT EXCLUSION CLAUSE — LIABILITY — REINSURANCE — CANADA.

QUOTA SHARE
REINSURANCE CONTRACT

between
LIBERTY MUTUAL INSURANCE COMPANY
Boston, Massachusetts
(with and on behalf of THE FIRST LIBERTY INSURANCE CORPORATION,
West Des Moines, Iowa
LIBERTY MUTUAL FIRE INSURANCE COMPANY
Boston, Massachusetts
LM INSURANCE CORPORATION
West Des Moines, Iowa
LIBERTY INSURANCE CORPORATION
South Burlington, Vermont
for business classified as Small Business Group, only)
(hereinafter referred to as the “Company”)

and

PEERLESS INSURANCE COMPANY
Keene, New Hampshire
(hereinafter referred to as the “Reinsurer”)

This reinsurance contract (“Contract”) is entered into between the Company with its principal place of business at Boston, Massachusetts, writing Classes of Business Reinsured as defined in Article I below, and the Reinsurer with its principal place of business at Keene, New Hampshire.

ARTICLE I — CLASSES OF BUSINESS REINSURED

A.		By this Contract the Company obligates itself to cede to the Reinsurer and the Reinsurer obligates itself to accept quota share reinsurance of the Company’s net liability under policies, contracts and binders of insurance (hereinafter called “Policies”) having an effective date during the term of this Contract, written by the Small Business Group profit center, for Policies classified by SBG as multi-state business, with assigned codes as shown in Exhibit A.
B.		“Net liability” as used herein is defined as the Company’s gross liability remaining after cessions, if any, to other pro rata and excess of loss reinsurers.
D.		The liability of the Reinsurer with respect to each cession hereunder shall commence obligatorily and simultaneously with that of the Company, subject to the terms, conditions and limitations hereinafter set forth.

ARTICLE II — EFFECTIVE DATE AND TERMINATION

A.		This Contract shall become effective on 12:01 AM Eastern Standard Time, December 1, 2002, for new and renewal policies effective on or after that date.
B.		Either party may terminate this Contract at the end of any calendar quarter by giving the other party not less than 90 days prior written notice by certified mail or other receipt acknowledged method.
C.		Unless the Company elects to reassume the ceded unearned premium in force on the effective date of termination, and so notifies the Reinsurer prior to or as promptly as possible after the effective date of termination, reinsurance hereunder on business in force on the effective date of termination shall remain in full force and effect until expiration, cancellation or next premium anniversary of such business, whichever first occurs but in no event beyond 18 months following the effective date of termination.

Quota Share Reinsurance Agreement — SBG

ARTICLE III — TERRITORY

This Agreement applies to risks located in the United States of America, its territories and possessions, and Canada, except that with respect to Inland Marine and Multiple Peril Policies covered hereunder, the territorial limits of this Agreement shall be those of the original Policies when such Policies are written to cover risks primarily located in the United States of America, its territories and possessions, and Canada.

ARTICLE IV — EXCLUSIONS

THIS AGREEMENT DOES NOT COVER:

A.

THE FOLLOWING GENERAL CATEGORIES (PROPERTY)

	1.		Policies issued with a deductible of $250,000 or more, provided this exclusion shall not apply to Policies which customarily provide a percentage deductible on the perils of earthquake or windstorm.
	2.		Reinsurance assumed by the Company, except intercompany reinsurance.
	3.		Ex-gratia payments.
	4.		Loss or damage occasioned by war, Invasion, revolution, bombardment, hostilities, acts of foreign enemies, civil war, rebellion, insurrection, military or usurped power, martial law, or confiscation by order of any government or public authority, but not excluding loss or damage which would be covered under a standard form of Policy containing a standard war exclusion clause.
	5.		Insolvency Funds as per the attached Insolvency Funds Exclusion Clause, which is made part of this Agreement.
	6.		Pool, Syndicate and Association business as per the attached Pools, Associations and Syndicates Exclusion Clause, which is made part of this Agreement.
	7.		Risks where the Total Insured Value, per risk, exceeds the figure specified as per the attached Total Insured Value Exclusion Clause, which is made part of this Agreement.

B.

THE FOLLOWING CLASSES OF BUSINESS AND TYPES OF RISKS (PROPERTY)

	1.		Mortgage Impairment.
	2.		Growing and/or standing crops.
	3.		Mortality and Health covering birds, animals or fish.
	4.		All onshore and offshore gas and oil drilling rigs.
	5.		Petrochemical operations engaged in the production, refining or upgrading of petroleum or petroleum derivatives or natural gas.
	6.		Satellites.
	7.		All railroad business.
	8.		Space and Space related risks.
	9.		As respects Inland Marine business:

	a.		Registered Mail and Armored Car Policies.
	b.		Rolling Stock.

Quota Share Reinsurance Agreement — SBG

	c.		Commercial Negative Film Insurance.
	d.		Mining Equipment while underground.
	e.		Cargo transported by lake and inland waterway watercraft.
	f.		Furrier’s Customers Policies written for a limit greater than $2,000,000.

	10.		Overhead and underground transmission and distribution lines other than those within 1000 feet of an insured’s premises; it is understood and agreed that public utilities extension and/or suppliers extension and/or contingent business interruption coverages are not subject to this exclusion provided that these are not part of a transmitter’s or distributor’s Policy.
	11.		Entertainment business defined as Feature Film and Major Motion Picture studios, Commercial Negative Film Coverage, Cast Coverage, Completion Bond Coverage, and Television Productions.
	12.		Credit and Surety liability
	13.		Ocean Marine except pleasure craft
	14.		Bridges, dams and tunnels over 50 feet

C.

THE FOLLOWING PERILS (PROPERTY)

	1.		Pollution and Seepage as per the Company’s original Policies and endorsements.
	2.		Nuclear Incident Exclusion Clauses which are attached and made part of this Agreement:

	a.		Nuclear Incident Exclusion Clause — Physical Damage — Reinsurance — U.S.A.
	b.		Nuclear Incident Exclusion Clause — Physical Damage — Reinsurance — Canada.
	c.		Nuclear Incident Exclusion Clause — Reinsurance — No. 4.

	3.		Terrorism as per the attached Terrorism Exclusion Clause — Reinsurance (Property), which is made part of this Agreement.
	4.		Loss, damage or expense of whatsoever nature caused directly or indirectly by any of the following, regardless of any other cause or event contributing concurrently or in any sequence to the loss:

	a.		Nuclear reaction or radiation, or radioactive contamination, however caused.
	b.		However, if nuclear reaction or radiation, or radioactive contamination results in fire it is specifically agreed herewith that this Agreement will pay for such fire loss or damage subject to all of the terms, conditions and limitations of this Agreement.
	c.		This exclusion shall not apply to loss, damage or expense originating from and occurring at risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Company to be the primary hazard.

D.		The exclusions set forth in A, B or C above shall not apply if the exposure is incidental to the regular operations of the insured covered hereunder.
E.		THE FOLLOWING GENERAL CATEGORIES (CASUALTY)

	1.		Ex-gratia payments.
	2.		Loss or damage caused directly or indirectly by: (a) enemy attack by armed forces including action taken by military, naval or air forces in resisting an actual or an immediately impending

Quota Share Reinsurance Agreement — SBG

			enemy attack; (b) invasion; (c) insurrection; (d) rebellion; (e) revolution; (f) intervention; (g) civil war; and (h) usurped power.
	3.		Reinsurance assumed by the Company, except intercompany reinsurance.
	4.		Business derived from any Pool, Association, including Joint Underwriting Association, Syndicate, Exchange, Plan, Fund or other facility directly as a member, subscriber or participant, or indirectly by way of reinsurance or assessments; provided this exclusion shall not apply to Automobile or Workers Compensation assigned risks which may be currently or subsequently covered hereunder.
	5.		Pollution Liability as per the Company’s original Policies and endorsements except when a judicial entity invalidates the Company’s exclusion or in any jurisdiction whose regulatory authorities have prohibited the exclusion.
	6.		Insolvency Funds as per the attached Insolvency Funds Exclusion Clause.
	7.		Global Fortune 500 Risks as per the attached Appendix A.
	8.		Pharmaceutical Risks per the attached Appendix B.
	9.		Nuclear Incident Exclusion Clauses which are attached end made part of this Agreement:

	a.		Nuclear Incident Exclusion Clause — Liability — Reinsurance — U.S.A.
	b.		Nuclear Incident Exclusion Clause — Liability — Reinsurance — Canada.
	c.		Nuclear Incident Exclusion Clause — Reinsurance — No. 4.

	10.		Risks with umbrella coverage in excess of $200,000,000.
	11.		Any actual or alleged liability whatsoever for any claim or claims in respect of loss or losses directly or Indirectly arising out of, resulting from or in consequence of, or in any way involving asbestos, or any materials containing asbestos in whatever form or quantity.

F.

THE FOLLOWING INSURANCE COVERAGES (CASUALTY)

	1.		Fiduciary Liability.
	2.		Surety and Credit insurance.
	3.		Fidelity Bonds.
	4.		Credit and Financial Guarantee.
	5.		Securities and Exchange Liability.
	6.		Malpractice insurance, Directors and Officers Liability insurance or any form of Errors and Omissions or Professional Liability insurance, except as provided for under the Company’s Underwriting Guidelines.
	7.		Advertisers’, Broadcasters’ and Telecasters’ Liability as respects Personal Injury Liability except as provided for under the Company’s Underwriting Guidelines.
	8.		Kidnap, Extortion and Ransom Liability.
	9.		Protection and indemnity (Ocean Marine) except for hulls under 50 feet.
	10.		Entertainment Business, defined as Feature Film and Major Motion Picture Studios, Commercial Negative Film Coverages, Cast Coverage, Completion Bond and Television Productions.

Quota Share Reinsurance Agreement — SBG

11.

Asbestos liability to the extent excluded in the Company’s original policies and endorsements except when a judicial entity invalidates the Company’s exclusion or in any jurisdiction whose regulatory authorities have prohibited the exclusion.

G.

THE FOLLOWING RISKS AS RESPECTS AUTOMOBILE LIABILITY AND AUTOMOBILE COLLISION (CASUALTY)

	1.		Autos as used in or being prepared for, any professional or organized racing or demolition contest or stunting activity except as provided for under ISO’s Business Auto and Garage Policy.
	2.		All vehicles classified as “Public Automobiles” except school buses, church buses, social service agency automobiles, van pools, vehicles used for the transportation of employees and courtesy vans and buses.
	3.		All rental operations. An exception for rental vehicles shall apply as respects auto dealerships when customer’s vehicle is being serviced.
	4.		Vehicles regularly used to haul property of others and operating beyond a 500 mile radius.
	5.		Newspaper delivery trucks except in non-metropolitan locations with a population of less than 50,000.
	6.		Vehicles engaged in the transportation or distribution of fireworks, fuses, explosives, ammunitions, natural or artificial fuel gas, or liquefied petroleum gases or gasoline, except when written as incidental coverage, as defined in the Company’s Underwriting Guidelines. This exclusion shall not apply to vehicles engaged in the transportation of natural or artificial fuel gas or liquefied petroleum gases or gasoline when operations are within a 500 mile radius.

H.

THE FOLLOWING AS RESPECTS LIABILITY OTHER THAN AUTOMOBILE (CASUALTY)

1.

Liability as respects Products and Completed Operations:

a.

The manufacture, importation, labeling or re-labeling of:

	(i)		Drugs or pharmaceuticals.
	(ii)		Cosmetics.
	(iii)		Herbicides, insecticides or pesticides, except as respects risks involved in a farming operation.

	b.		The manufacture or importing of motorized or self-propelled vehicles and equipment.
	c.		The manufacture, sale, distribution, handling, servicing or maintenance of aircraft, aerospacecraft, missiles, satellites or any component or components thereof.

	2.		All railway operations except Railroad Protective Liability coverage as respects jobs which do not involve track work or service disruptions.
	3.		Amusement parks, carnivals or circuses, except county or country fairs.
	4.		Public assembly exposure in excess of 5,000 except for schools and colleges.
	5.		Gas or electric companies.
	6.		Subaqueous operations.
	7.		Mining.
	8.		Demolition of buildings or structures in excess of three stories or 50 feet in height.
	9.		Shoring, underpinning or moving of buildings or structures.

Quota Share Reinsurance Agreement — SBG

	10.		Manufacture, sale, rental, lease or repair of scaffolds.
	11.		Construction of bridges over 50 feet, and tunnels or dams.
	12.	a.	Manufacturers or importers of fireworks, fuses, or any substance, as defined and noted below, intended for use as an explosive.

	b.		Loading of fireworks, fuses, or any explosive substance defined below into containers for use as explosive objects, propellant charges or detonation devices and the storage thereof.
	c.		Manufacturers or importers of any product in which fireworks, fuses, or any explosive substance defined below is an ingredient.
	d.		Handling, storage, transportation or use of fireworks, fuses, or any explosive substance defined below.

NOTE: An explosive substance is defined as any substance manufactured for the express purpose of exploding as differentiated from commodities used industrially and which are only incidentally explosive.

	13.		Manufacture, production, refining, storage, wholesale distribution or transportation of natural or artificial fuel gas, butane, propane or liquefied petroleum gases or gasoline, except when written as incidental coverage, as defined in the Company’s Underwriting Guidelines, or when operations are within a 500 mile radius.
	14.		Onshore and offshore gas and oil drilling operations.
	15.		Ownership, maintenance or use of any aircraft, including fueling, or any device or machine intended for and/or aiding in the achievement of atmospheric flight, projection or orbit.
	16.		Municipalities except for those with a population less than 25,000.

I.

THE FOLLOWING RISKS AS RESPECTS WORKERS COMPENSATION AND EMPLOYERS LIABILITY (CASUALTY)

	1.		Operations under the jurisdiction of the U.S. Longshoremen’s and Harbor Workers’ Act, the Jones Act and the Maritime Employers Liability Act except when written as incidental coverages as defined in the Company’s Underwriting Guidelines.
	2.		Operation of docks or wharves, other than small marinas or pleasure docks.
	3.		The manufacturing, mining, refining, processing, distribution, installation, removal or encapsulment of asbestos.
	4.		Risks involving known exposure to asbestos.
	5.		All railway operations except sidetrack agreements.
	6.		Amusement parks, carnivals or circuses, except county or country fairs.
	7.		Subaqueous operations.
	8.		Mining.
	9.		Demolition of buildings or structures in excess of three stories or 50 feet in height.
	10.		Shoring, underpinning or moving of buildings or structures.
	11.		Manufacture, sale rental, lease, erection or repair of scaffolds.

Quota Share Reinsurance Agreement — SBG

	12.		Construction of bridges over 50 feet, and tunnels or dams.
	13.		a.         Manufacturers or importers of fireworks, fuses, or any substance, as defined and noted below, intended for use as an explosive.

	b.		Loading of fireworks, fuses, or any explosive substance defined below into containers for use as explosive objects, propellant charges or detonation devices and the storage thereof.
	c.		Manufacturers or importers of any product in which fireworks, fuses, or any explosive substance defined below is an ingredient.
	d.		Handling, storage, transportation or use of fireworks, fuses, or any explosive substance defined below.

NOTE: An explosive substance is defined as any substance manufactured for the express purpose of exploding as differentiated from commodities used industrially and which are only incidentally explosive.

	14.		Manufacture, production, refining, storage, wholesale distribution or transportation of natural or artificial fuel gas, butane, propane or liquefied petroleum gases or gasoline, except when written as incidental coverages as defined in the Company’s Underwriting Guidelines.
	15.		Onshore and offshore gas and oil drilling operations.
	16.		Ownership, maintenance or use of any airport or aircraft, including fueling, or any device or machine intended for and/or aiding in the achievement of atmospheric flight, projection or orbit except as respects corporate owned aircraft up to four passengers.
	17.		Municipalities, except for those with a population less than 25,000.

J.		THE FOLLOWING RISKS AS RESPECTS TERRORISM (CASUALTY)
		Terrorism losses arising from Airports, Bridges, Government Buildings, Nuclear Facilities, Office Buildings over 25 stories, Security Services, Stadiums and Tunnels, Nuclear, Biological and Chemical exposures, Explosive Manufacturing risks, Fertilizer mixing plants, Railroads, Amusement/Theme parks with greater than 5,000 person capacity. Distribution and manufacturing of weapons/munitions.
K.		The Company and the Reinsurer have agreed on the Company’s Underwriting Guidelines, as respects policies covered under this Agreement. The Company shall advise the Reinsurer of any change in such Underwriting Guidelines.
L.		In the event the Company is inadvertently bound on any risk which is excluded under this Agreement, the reinsurance provided under this Agreement shall apply to such risk until discovery by the Company within its Home Office of the existence of such risk and for 45 days thereafter or for the period required by statutes, and shall then cease unless within such period, the Company has received from the Reinsurer written notice of its approval of such risk.

ARTICLE V — RETENTION AND LIMIT

As respects business subject to this Contract the Company shall cede to the Reinsurer and the Reinsurer agrees to accept 100% of the Company’s net liability.

ARTICLE VI — LOSS IN EXCESS OF POLICY LIMITS/EXTRA CONTRACTUAL OBLIGATIONS

A.

In the event the Company pays or is held liable to pay an amount of loss in excess of its policy limit, but otherwise within the terms of its policy (hereinafter called “loss in excess of policy limits”) or any punitive, exemplary, compensatory or consequential damages, other than loss in excess of policy limits (hereinafter called “extra contractual obligations”) because of alleged or

Quota Share Reinsurance Agreement — SBG

		actual bad faith or negligence on its part in rejecting a settlement within policy limits, or in discharging its duty to defend or prepare the defense in the trial of an action against its policyholder, or in discharging its duty to prepare or prosecute an appeal consequent upon such an action, or in otherwise handling a claim under a policy subject to this Contract, 100% of the loss in excess of policy limits and/or 100% of the extra contractual obligations shall be covered hereunder.
B.		An extra contractual obligation shall be deemed to have occurred on the same date as the loss covered or alleged to be covered under the policy.
C.		Notwithstanding anything stated herein, this Contract shall not apply to any loss in excess of policy limits or any extra contractual obligation incurred by the Company as a result of any fraudulent and/or criminal act by any officer or director of the Company acting individually or collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement of any claim covered hereunder.

ARTICLE VII — LOSS AND LOSS ADJUSTMENT EXPENSE

A.		Losses shall be reported by the Company in summary form as hereinafter provided. The Reinsurer shall have the right to participate, at its own expense, in the defense or control of any claim or suit or proceeding involving this reinsurance.
B.		All loss settlements made by the Company, whether under strict policy conditions or by way of compromise, shall be binding upon the Reinsurer, and the Reinsurer agrees to pay or allow, as the case may be, its proportion of each such settlement in accordance with Article V.
C.		In the event of a claim under a policy subject hereto, the Reinsurer shall be liable for loss adjustment expense incurred by the Company in connection therewith (including declaratory judgment expenses, litigation expenses, and interest on judgments, but not including office expenses or salaries of the Company’s regular employees), and shall be credited with its proportionate share of any recoveries of such expense. Expenses charged by the Company for staff attorneys on an hourly basis in respect of claims under Policies reinsured hereunder are deemed not to be office expenses or salaries for purposes of this Contract.

ARTICLE VIII — SALVAGE AND SUBROGATION

The Reinsurer shall be credited with its proportionate share of salvage (i.e., reimbursement obtained or recovery made by the Company, less the actual cost, excluding salaries of officials and employees of the Company and sums paid to attorneys as retainer, of obtaining such reimbursement or making such recovery) on account of claims and settlements involving reinsurance hereunder. The Company hereby agrees to enforce its right to salvage or subrogation relating to any loss, a part of which loss was sustained by the Reinsurer, and to prosecute all claims arising out of such rights.

ARTICLE IX — SPECIAL TERMINATION

A.

Notwithstanding the termination provisions set forth in Article II — Effective Date and Termination, this Agreement shall be:

1.

Terminated automatically and simultaneously upon the happening of any of the following events:

	a.		Entry of an order of liquidation, rehabilitation, receiver-ship or conservatorship with respect to the Company or the Reinsurer by any court or regulatory authority;
	b.		Assignment of this Agreement by either party;
	c.		Any transfer of control of either party by change in owner-ship or otherwise;

Quota Share Reinsurance Agreement — SBG

d.

General reinsurance of any portion of the Company’s business it retains net for its own account, as determined under the provisions of this Agreement without prior consent of the Reinsurer.

2.

Terminated in accordance with the provisions set forth in this Paragraph, upon the discovery of the following event:

a.

A reduction of 50% or more of the Company’s policyholders surplus during any calendar year. Such reduction shall be determined by calculating the difference between the Company’s prior year annual statement and each subsequent quarterly statutory statement within such current calendar year.

As respects the event set forth in this Paragraph A.2.a., the Company shall be obligated to notify the Reinsurer in writing within 30 days after the filing of its quarterly statement. Upon receipt of such notification the Reinsurer shall have the right to terminate this Agreement, by giving not less than 30 days notice of its Intention to do so.

b.

A reduction of 50% or more of the Reinsurer’s policyholders surplus during any calendar year. Such reduction shall be determined by calculating the difference between the Reinsurer’s prior year annual statement and each subsequent quarterly statutory statement within such current calendar year.

as respects the event set forth in this Paragraph A.2.b., the Reinsurer shall be obligated to notify the Company in writing within 30 days after the filing of its quarterly statement. Upon receipt of such notification the Company shall have the right to terminate this Agreement, by giving not less than 30 days notice of its Intention to do so.

3.

Terminated by either party by giving not less than 30 days notice of its intention to do so upon any transfer of control of either party by charge of ownership or otherwise.

B.

Any notice of termination pursuant to provisions set forth in Paragraph A.2. and A.3. above shall be sent by certified mail, return receipt requested. Such notice period shall commence upon the other party’s receipt of the notice of termination.

C.

In the event of termination, the Reinsurer shall not be liable for losses occurring subsequent to the date of termination.

ARTICLE X — REPORTS AND REMITTANCES

A.

Within 45 days after the end of each calendar quarter, the Company shall report to the Reinsurer:

	1.		Ceded net written premium for the quarter;
	2.		Unearned premium on policies ceded in the quarter;
	3.		Ceding commission thereon;
	4.		Ceded losses and loss adjustment expense paid during the quarter.

The positive balance of (1) less (3) less (4) shall be remitted by the Company with its report. Any balance shown to be due the Company shall be remitted by the Reinsurer as promptly as possible after receipt and verification of the Company’s report.

B.

Annually, the Company shall furnish the Reinsurer with such information as the Reinsurer may require to complete its Annual Convention Statement.

ARTICLE XI — PREMIUM AND CEDING COMMISSION

The premiums payable to the Reinsurer shall be calculated at the same gross rates and on the same basis as the premiums received by the company on its original policies. The Reinsurer shall allow the Company a commission equal to the commission paid to the Agents on its original policies.

Quota Share Reinsurance Agreement — SBG

ARTICLE XII — OFFSET (BRMA 36C)

The Company and the Reinsurer shall have the right to offset any balance or amounts due from one party to the other under the terms of the Contract. The party asserting the right of offset may exercise such right any time whether the balances due are on account of premiums or losses or otherwise.

ARTICLE XIII — ACCESS TO RECORDS

The Reinsurer or its duly authorized representatives shall have the right to examine, at the offices of the Company at a reasonable time, during the currency of this Agreement or anytime thereafter, all books and records of the Company relating to business which is the subject of this Agreement.

ARTICLE XIV — ERRORS OR OMISSIONS

Errors or omissions of an administration nature on the part of the Company shall not invalidate the reinsurance under this Agreement, provided such errors or omissions are corrected promptly after discovery thereof; but the liability of the Reinsurer under this Agreement or any exhibits, addenda, or endorsements attached hereto shall in no event exceed the limits specified herein nor be extended to cover any risks, perils, lines of business or classes of insurance generally or specifically excluded herein.

ARTICLE XV — CURRENCY

Wherever the word “dollars” or the “$” symbol is used in this Agreement, it shall mean dollars of the United States of America, excepting in those cases where the Policy is issued by the Company in Canadian dollars, in which case it shall mean dollars of Canada. In the event the Company is involved in a loss requiring payment in United States and Canadian currency, the Company’s retention and the limit of liability of the Reinsurer shall be apportioned between the two currencies in the same proportion as the amount of net loss in each currency bears to the total amount of net loss paid by the Company. For the purposes of this Agreement, where the Company receives premiums or pays losses in currencies other than United States or Canadian currency, such premiums and losses shall be converted into United States dollars at the actual rates of exchange at which the premiums and losses are entered in the Company’s books.

ARTICLE XVI — TAXES

The Company shall be liable for all taxes on premiums paid to the Reinsurer under this Agreement, except income or profit taxes of the Reinsurer, and shall indemnify and hold the Reinsurer harmless for any such taxes which the Reinsurer may become obligated to pay to any local, state or federal taxing authority.

ARTICLE XVII — INSOLVENCY

A.

In the event of insolvency of the Company, the reinsurance provided by this Agreement shall be payable by the Reinsurer on the basis of the liability of the Company as respects Policies covered hereunder, without diminution because of such insolvency, directly to the Company or its liquidator, receiver, conservator or statutory successor except as provided in the New Hampshire Insurance Law.

B.

The Reinsurer shall be given written notice of the pendency of each claim or loss which may involve the reinsurance provided by this Agreement within a reasonable time after such claim or loss is filed in the insolvency proceedings. The Reinsurer shall have the right to investigate each Such claim or loss and interpose, at its own expense, in the proceedings where the claim or loss is to be adjudicated, any defense which it may deem available to the Company, its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of

Quota Share Reinsurance Agreement — SBG

		liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.
C.		In addition to the offset provisions set forth in Article XII — Offset, any debts or credits, liquidated or unliquidated, in favor of or against either party on the date of the receivership or liquidation order (except where the obligation was purchased by or transferred to be used as an offset) are deemed mutual debts or credits and shall be set off with the balance only to be allowed or paid. Although such claim on the part of either party against the other may be unliquidated or undetermined in amount on the date of the entry of the receivership or liquidation order, such claim will be regarded as being in existence as of such date and any claims then in existence and held by the other party may be offset against it.
D.		Nothing contained in this Article is intended to change the relationship or status of the parties to this Agreement or to enlarge upon the rights or obligations of either party hereunder except as provided herein.

ARTICLE XVIII — ARBITRATION

A.

As a condition precedent to any right of action hereunder, in the event of any dispute or difference of opinion hereafter arising with respect to this Contract, it is hereby mutually agreed that such dispute or difference of opinion shall be submitted to arbitration. One Arbiter shall be chosen by the Company, the other by the Reinsurer, and an Umpire shall be chosen by two Arbiters before they enter upon arbitration, all of whom shall be active or retired disinterested executive officers of insurance or reinsurance companies or Lloyd’s London Underwriters. In the event that either party shall fail to choose an Arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two Arbiters who shall in turn choose an Umpire before entering upon arbitration. If the two Arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, each Arbiter shall nominate three candidates within 10 days thereafter, two of whom the other shall decline, and the decision shall be made by drawing lots.

B.

Each party shall present its case to the Arbiters within 30 days following the date of appointment of the Umpire. The Arbiters shall consider this Contract as an honorable engagement rather than merely as a legal obligation and they are relieved of all judicial formalities and may abstain from following the strict rules of law. The decision of the Arbiters shall be final and binding on both parties; but failing to agree, they shall call in the Umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the Arbiters may be entered in any court of competent jurisdiction.

C.

If more than one reinsurer is involved in the same dispute, all such reinsurers shall constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the reinsurers participating under the terms of this Contract from several to joint.

D.

Each party shall bear the expense of its own Arbiter, and shall jointly and equally bear with the other the expense of the Umpire and of the arbitration. In the event that the two Arbiters are chosen by one party, as above provided, the expense of the Arbiters, the Umpire and the arbitration shall be equally divided between the two parties.

E.

Any arbitration proceedings shall take place in Unionville, Ontario unless otherwise mutually agreed upon by the parties to this Contract. Notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the province in which the Company has its principal office.

Quota Share Reinsurance Agreement — SBG

ARTICLE XIX — AMENDMENTS

This Agreement may be amended by mutual consent of the parties expressed in an addendum; and such addendum, when executed by both parties, shall be deemed to be an integral part of this Agreement and binding on the parties hereto.

ARTICLE XX — ENTIRE AGREEMENT

This Agreement represents the entire agreement and understanding among the parties, and may not be changed except in writing, signed by the parties. No other oral or written agreements or contracts relating to the risks reinsured hereunder currently exist and/or are contemplated between the parties.

ARTICLE XXI — CONFIDENTIALITY CLAUSE

All terms and conditions of this Agreement and any materials provided in the course of inspection shall be kept confidential by the Reinsurer as against third parties, unless the disclosure is required pursuant to process of law or unless the disclosure is to Reinsurer’s retrocessionaires, financial auditors or governing regulatory bodies. Disclosing or using this information for any purpose beyond the scope of this Agreement, or beyond the exceptions set forth above, is expressly forbidden without the prior consent of the Company.

ARTICLE XXII — DEFINITION OF RISK

The Company shall be the sole judge of what constitutes one risk.

Quota Share Reinsurance Agreement — SBG

In Witness Whereof, the parties hereto by their duly authorized representatives have executed this Contract at:

Boston, Massachusetts this 15^th day of August.

and at Keene, New Hampshire this 15^th day of July.

EXHIBIT A — Small Business Group Profit Center

Assigned Codes For Multi-State Business Written

Business Group Indicator		Distribution Code
0042 — Peerless			0510
0043 — Indiana			0511
0044 — Golden Eagle			0512
0045 — Montgomery			0513
0047 — Colorado Casualty			0515
0048 — Hawkeye			0516
0049 — America First			0517

INSOLVENCY FUNDS EXCLUSION CLAUSE

This Agreement excludes all liability of the Company arising by contract, operation of law, or otherwise from its participation or membership, whether voluntary or involuntary, in any insolvency fund or from reimbursement of any person for any such liability. “Insolvency fund” includes any guaranty fund, insolvency fund, plan, pool, association, fund or other arrangement, howsoever denominated, established or governed, which provides for any assessment of or, payment or assumption by any person of part or all of any claim, debt, charge, fee, or other obligation of an insurer, or its successors or assigns, which has been declared by any competent authority to be insolvent or which is otherwise deemed unable to meet any claim, debt, charge, fee or other obligation in whole or in part.

POOLS, ASSOCIATIONS AND SYNDICATES EXCLUSION CLAUSE

SECTION A

Excluding:

(a)

All Business derived directly or indirectly from any Pool, Association or Syndicate which maintains its own reinsurance facilities.

(b)

Any Pool or Scheme (whether voluntary or mandatory) formed after March 1, 1968, for the purpose of insuring Property whether on a country-wide basis or in respect of designated areas. This Exclusion shall not apply to so-called Automobile Insurance Plans or other Pools formed to provide coverage for Automobile Physical Damage.

SECTION B

It is agreed that business, written by the Company for the same perils, which is known at the time to be insured by or in excess of underlying amounts placed in the following Pools, Associations or Syndicates, whether by way of insurance or reinsurance is excluded hereunder:

Industrial Risk Insurers (successor to Factory Insurance Association and Oil Insurance Association); Associated Factory Mutuals; Improved Risk Mutuals.

Any Pool, Association or Syndicate formed for the purpose of writing Oil, Gas or Petro-Chemical Plants and/or Oil or Gas Drilling Rigs.

United States Aircraft Insurance Group, Canadian Aircraft Insurance Group, Associated Aviation Underwriters, American Aviation Underwriters.

SECTION B does not apply:

(a)

Where the Total Insured Value over all interests of the risk in question is less than $500,000,000.

(b)

To interests traditionally underwritten as Inland Marine of Stock and/or Contents written on a Blanket basis.

(c)

To Contingent Business Interruption, except when the Company is aware that the key location is known at the time to be insured in any Pool, Association or Syndicate named above.

(d)

To risks as follows: Offices, Hotels, Apartments, Hospitals, Educational Establishments, Public Utilities (other than Railroad Schedules) and Builders Risks on the classes of risks specified in this subsection (d) only.

TOTAL INSURED VALUE EXCLUSION CLAUSE

It is the mutual intention of the parties to exclude risks, other than Offices, Hotels, Apartments, Hospitals, Educational Establishments, Public Utilities (except Railroad schedules) and Builders Risk on the above classes where, at the time of the cession, the Total Insured Value over all interests exceeds $500,000,000. However, the Company shall be protected hereunder, subject to the other terms and conditions of this Agreement, if subsequently to cession being made the Company becomes acquainted with the true facts of the case and discovers that the mutual intention has been inadvertently breached, the Company shall at the first opportunity, and certainly by next anniversary of the original policy, exclude the risk in question.

It is agreed that this mutual intention does not apply to Contingent Business Interruption or to interest traditionally underwritten as Inland Marine or to Stock and/or Contents written on a blanket basis except where the Company is aware that the Total Insured Value of $500,000,000 is already exceeded for buildings, machinery, equipment and direct use and occupancy at the key location.

It is understood and agreed that this Clause shall not apply hereunder where the Company writes 100% of the risk.

Notwithstanding anything contained herein to the contrary, it is the mutual intention of the parties in respect of bridges and tunnels to exclude such risks where the Total Insured Value over all interests exceeds $500,000,000.

NUCLEAR INCIDENT EXCLUSION CLAUSE — PHYSICAL DAMAGE — REINSURANCE — U.S.A.

N.M.A. 1119.

1.

This Reinsurance does not cover any loss or liability accruing to the Company, directly or indirectly, and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or Nuclear Energy risks.

2.

Without in any way restricting the operation of paragraph 1. of this Clause, this Reinsurance does not cover any loss or liability accruing to the Company, directly or indirectly, and whether as Insurer or Reinsurer, from any Insurance against Physical Damage (including business interruption or consequential loss arising out of such Physical Damage) to:

	I.		Nuclear reactor power plants including all auxiliary property on the site, or
	II.		Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and critical facilities as such, or
	III.		Installations for fabricating complete fuel elements or for processing substantial quantities of “special nuclear material,” and for reprocessing, salvaging, chemically separating, storing or disposing of spent nuclear fuel or waste materials, or
	IV.		Installations other than those listed in paragraph 2. III. above using substantial quantities of radioactive isotopes or other products of nuclear fission.

3.

Without in any way restricting the operation of paragraphs 1. and 2. of this Clause, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Company, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on property which is on the same site as a nuclear reactor power plant or other nuclear installation and which normally would be insured therewith, except that this paragraph 3. shall not operate:

	(a)		where the Company does not have knowledge of such nuclear reactor power plant or nuclear installation, or
	(b)		where the said insurance contains a provision excluding coverage for damage to property caused by or resulting from radioactive contamination, however caused. However, on and after 1st January, 1960, this sub-paragraph (b) shall only apply provided the said radioactive contamination exclusion provision has been approved by the Governmental Authority having jurisdiction thereof.

4.

Without in any way restricting the operation of paragraphs 1., 2. and 3. of this Clause, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Company, directly or indirectly, and whether as insurer or Reinsurer, when such radioactive contamination is a named hazard specifically insured against.

5.

It is understood and agreed this Clause shall not extend to risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Company to be the primary hazard.

6.

The term “special nuclear material” shall have the meaning given to it by the Atomic Energy Act of 1954 or by any law amendatory thereof.

7.

Reassured to be sole judge of what constitutes:

(a)

substantial quantities, and

(b)

the extent of installation, plant or site.

NOTE: — Without in any way restricting the operation of paragraph 1. hereof, it is understood and agreed that

	(a)		all policies issued by the Company on or before 31st December, 1957 shall be free from the application of the other provisions of this Clause until expiry date or 31st December, 1960 whichever first occurs whereupon all the provisions of this Clause shall apply.
	(b)		with respect to any risk located in Canada policies issued by the Company on or before 31st December, 1958 shall be free from the application of the other provisions of this Clause until expiry date or 31st December, 1960 whichever first occurs whereupon all the provisions of this Clause shall apply.

N.M.A. 1119

NUCLEAR INCIDENT EXCLUSION CLAUSE — PHYSICAL DAMAGE — REINSURANCE — CANADA

N.M.A. 1980

1.

This Agreement does not cover any loss or liability accruing to the Company directly or indirectly, and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or Nuclear Energy risks.

2.

Without in any way restricting the operation of paragraph 1. of this clause, this Agreement does not cover any loss or liability accruing to the Company, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance against Physical Damage (including business interruption or consequential loss arising out of such Physical Damage) to:

	a.		Nuclear reactor power plants including all auxiliary property on the site, or
	b.		Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and critical facilities as such, or
	c.		Installations for fabricating complete fuel elements or for processing substantial quantities of prescribed substances, and for reprocessing, salvaging, chemically separating, storing or disposing of spent nuclear fuel or waste materials, or
	d.		Installations other than those listed in c. above using substantial quantities of radioactive isotopes or other products of nuclear fission.

3.

Without in any way restricting the operation of paragraphs 1. and 2. of this clause, this Agreement does not cover any loss or liability by radioactive contamination accruing to the Company, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on property which is on the same site as a nuclear reactor power plant or other nuclear installation and which normally would be insured therewith, except that this paragraph 3. shall not operate:

	a.		where the Company does not have knowledge of such nuclear reactor power plant or nuclear installation, or
	b.		where the said insurance contains a provision excluding coverage for damage to property caused by or resulting from radioactive contamination, however caused.

4.

Without in any way restricting the operation of paragraphs 1., 2. and 3. of this clause, this Agreement does not cover any loss or liability by radioactive contamination accruing to the Company, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive contamination is a named hazard specifically insured against.

5.

This clause shall not extend to risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Company to be the primary hazard.

6.

The term “prescribed substances” shall have the meaning given to it by the Atomic Energy Control Act R.S.C. 1974 or by any law amendatory thereof.

7.

Company to be sole judge of what constitutes:

	a.		substantial quantities, and
	b.		the extent of installation, plant or site.

8.

Without in any way restricting the operation of paragraphs 1., 2., 3. and 4. of this clause, this Agreement does not cover any loss or liability accruing to the Company, directly or indirectly, and whether as Insurer or Reinsurer, caused by any nuclear incident as defined in The Nuclear Liability Act, nuclear explosion or contamination by radioactive material.

NOTE:		Without in any way restricting the operation of paragraphs 1., 2., 3. and 4. of this clause, paragraph 8. of this clause shall apply to all original contracts of the Company whether new, renewal or replacement which become effective on or after December 31, 1984.

N.M.A. 1980

NUCLEAR INCIDENT EXCLUSION CLAUSE — REINSURANCE — NO. 4

1.

This Reinsurance does not cover any loss or liability accruing to the Company as a member of, or subscriber to, any association of insurers or reinsurers formed for the purpose of covering nuclear energy risks or as a direct or indirect reinsurer of any such member, subscriber or association.

2.

Without in any way restricting the operations of Nuclear Incident Exclusion Clauses, — Liability, — Physical Damage, — Boiler and Machinery and paragraph 1. of this Clause, it is understood and agreed that for all purposes of the reinsurance assumed by the Reinsurer from the Company, all original insurance policies or contracts of the Company (new, renewal and replacement) shall be deemed to include the applicable existing Nuclear Clause and/or Nuclear Exclusion Clause(s) in effect at the time and any subsequent revisions thereto as agreed upon and approved by the Insurance Industry and/or a qualified Advisory or Rating Bureau.

TERRORISM EXCLUSION CLAUSE — REINSURANCE (PROPERTY)

Notwithstanding any provision to the contrary within this Agreement or any endorsement thereto, this reinsurance Agreement does not cover any loss, damage or expense of whatsoever nature directly or indirectly caused by, resulting from, arising out of or in connection with any act of terrorism, regardless of any other cause contributing concurrently or in any other sequence to the loss, damage or expense.

For the purpose of this exclusion, terrorism means any actual or threatened violent act or act harmful to human life, tangible or intangible property or infrastructure, directed towards or having the effect of (a) influencing or protesting against any de jure or de facto government or policy thereof or (b) intimidating, coercing or putting in fear a civilian population or section thereof.

In any action suit or other proceedings where the reinsurer alleges that by reason of this exclusion a loss, damage or expense is not covered by this reinsurance Agreement, the burden of proving that such loss, damage or expense is covered shall be upon the reinsured.

APPENDIX A — Fortune’s Global 500” list

Company		Rank				Revenues [USD mio]
3M			316				16 079
ABB			194				23 726
Abbey National			280				17 798
Abbott Laboratories			309				16 285
ABN AMRO Holding			90				39 703
Accenture			380				13 348
Adecco			313				16 147
AdvancePCS			387				13 107
Aegon			146				28 562
AEON			196				23 621
Aetna			178				25 191
Agricultural Bank of China			471				10 657
Air France Group			454				11 076
Akzo Nobel			407				12 636
Albertson’s			100				37 931
Alcan			408				12 626
Alcatel			207				22 704
Alcoa			205				22 859
Allegheny Energy			488				10 379
Alliance Unichem			478				10 533
Allianz			18				85 929
Allstate			144				28 865
Almanij			272				18 055
Alstom			228				20 734
Amerada Hess			376				13 413
American Electric Power			36				61 257
American Express			209				22 582
American Intl. Group			34				62 402
AmerisourceBergen			319				15 823
AMR			258				18 963
Anglo American			341				14 786
Anheuser-Busch			397				12 912
Anthem			486				10 445
AOL Time Warner			98				38 234
Aquila			87				40 377
Arbed			448				11 195
Arcelor			391				13 005
Archer Daniels Midland			240				20 051
Arrow Electronics			498				10 128
Asahi Glass			499				10 103
Asahi Mutual Life Insurance			119				33 143
Assicurazionl Generall			50				51 394
AstraZeneca			301				16 480
AT&T			40				59 142
AutoNation			241				19 989
Avantis			230				20 544
Aviva			48				52 318
Avnet			402				12 814
AXA			30				65 580
BAE Systems			390				13 020
Banco Bilbao Vizcaya Argentaria			192				23 848

Company		Rank				Revenues [USD mio]
Banco Bradesco			337				14 953
Banco Do Brasil			437				11 685
Bank of America Corp.			47				52 641
Bank Of China			277				17 869
Bank of Montreal			449				11 155
Bank of Nova Scotia			366				13 673
Bank One Corp.			186				24 527
Bankgesellschaft Berlin			473				10 618
Barclays			154				27 569
BASF			142				29 103
Bayer			158				27 111
Bayorische Landesbank			320				15 795
BGE			339				14 873
BellSouth			189				24 130
Berkshire Hathaway			101				37 668
Bertelsmann			276				17 887
Best Buy			247				19 597
BHP Billiton			281				17 789
BMW			112				34 444
BNP Paribas			44				55 044
Boeing			42				58 108
Bombardier			360				13 896
Bouygues			266				18 334
BP			4				174 218
Bridgestone			285				17 568
Bristol-Myers Squibb			218				21 717
British Airways			428				11 943
British American Tobacco			271				18 144
BT			139				29 958
Canadian Imperial Bank of Commerce			361				13 889
Canon			190				23 936
Cardinal Health			61				47 948
Carrefour			35				62 225
Carso Global Telecom			430				11 890
Caterpillar			232				20 450
Cathay Life			440				11 591
Central Japan Railway			460				10 933
Centrica			270				18 181
ChevronTexaco			14				99 699
China Construction Bank			389				13 083
China Mobile Communications			287				17 406
China National Petroleum			81				41 499
China Telecommunications			214				22 272
Chinese Petroleum			467				10 781
Chubu Electric Power			279				17 826
Cigna			254				19 115
Cinergy			396				12 923
Circuit City Stores			403				12 792
Cisco Systems			213				22 293
Citigroup			11				112 022
CMS Energy			383				12 977
CNP Assurances			238				20 099
Coca-Cola			239				20 092
Coca-Cola Enterprises			322				15 700
COFCO			392				13 004

Company		Rank				Revenues [USD mio]
Coles Myer			406				12 643
Commerzbank			193				23 778
Compaq Computer			117				33 554
Compass Group			409				12 552
Computer Sciences			443				11 426
ConAgra			156				27 194
Conoco			122				32 795
Consignia			425				12 040
Corus Group			452				11 087
Cosmo Oil			474				10 612
Costco Wholesale			111				34 797
Credit Agricole			107				35 669
Credit Lyonnais			259				18 848
Credit Suisse			31				64 205
CVS			215				22 241
Dai Nippon Printing			480				10 492
Daido Life Insurance			479				10 527
Daiel			237				20 113
Dai-ichi Mutual Life Insurance			76				43 145
DaimterChrysler			7				136 897
Daiwa Bank Holdings			463				10 888
Dana			484				10 469
Danske Bank Group			461				10 912
Deere			382				13 293
Delhaize ‘Le Lion’			245				19 629
Dell Computer			131				31 168
Delphi			166				26 088
Delta Air Lines			362				13 879
Denso			252				19 203
Dentsu			348				14 311
Deutsche Bahn			356				14 079
Deutsche Bank			27				66 840
Deutsche Post			130				31 302
Deutsche Telekom			75				43 261
Dexia Group			256				19 050
Diageo			262				18 605
Dior (Christian)			446				11 254
Dominion Resources			477				10 553
Dow Chemical			152				27 805
Duke Energy			39				59 503
DuPont de Nemours (E.I.)			172				25 370
Dynegy			78				42 242
DZ Bank			168				25 987
E. ON			28				66 453
EADS			153				27 580
East Japan Railway			233				20 341
Eastman Kodak			383				13 234
Edison			353				14 140
Edison International			420				12 184
El Paso			43				57 475
Electricité De France			102				36 461
Electrolux			386				13 131
Electronic Data Systems			221				21 543
Eli Lilly			441				11 543
Emerson Electric			326				15 480

Company		Rank				Revenues [USD mio]
Endesa			358				13 948
Enel			169				25 773
ENI			71				44 637
Enron			6				138 718
Exolon			333				15 140
Exxon Mobil			2				191 581
Fannie Mae			52				50 803
Farmland Industries			434				11 763
Federated Dept. Stores			292				16 895
FedEx			246				19 629
Fiat			49				51 944
FleetBoston			253				19 190
Fleming			325				15 628
Flextronics International			388				13 105
Fonclere Euris			231				20 490
Ford Motor			5				162 412
Fortis			85				40 529
France Telecom			97				38 530
Franz Haniel			269				18 213
Freddie Mac			108				35 523
Fuji Heavy Industries			462				10 897
Fuji Photo Film			251				19 203
Fujitsu			88				40 044
Gap			363				13 848
Gaz de France			400				12 857
Gazprom			236				20 148
General Dynamics			421				12 163
General Electric			9				125 913
General Motors			3				177 260
George Weston			318				15 923
Georgia-Pacific			173				25 309
GlaxoSmithKline			140				29 508
Goldman Sachs Group			132				31 138
Goodyear Tire & Rubber			352				14 147
Great Atl. & Pacific Tea			458				10 973
Groupama			417				12 264
Groupe Auchan			199				23 450
Groupe Calsse d’Epargne			297				16 693
Groupe Danone			394				12 958
Groupe Pinault-Printemps			181				24 894
Halliburton			377				13 405
Hartford Fin. Services			332				15 147
HBOS			150				27 839
HCA			275				17 953
Henkel			436				11 695
Hewlett-Packard			70				45 226
Hitachi			32				63 931
Home Depot			46				53 553
Honda Motor			41				58 882
Honeywell Intl.			195				23 652
Household International			359				13 916
HSBC Holding PLC			64				46 424
Humana			493				10 195
HypoVereinsbank			91				39 405
Hyundai			219				21 702

Company		Rank				Revenues [USD mio]
Hyundai Motor			133				30 864
Idemitsu Kosan			323				15 679
Indian Oil			226				20 916
Industrial & Commercial Bank of China			243				19 828
ING Group			20				87 999
Ingram Micro			179				25 187
Intel			162				26 539
International Paper			163				26 363
IntesaBci			242				19 946
Intl. Business Machines			19				85 866
Isuzu Motors			404				12 778
llausa			492				10 239
Itochu			17				91 177
Ito-Yokado			161				26 823
J. Salnsbury			184				24 575
J.C. Penney			124				32 557
J.P. Morgan Chase			54				50 429
Japan Airlines			399				12 866
Japan Energy			385				13 203
Japan Postal Service			234				20 281
Japan Telecom			368				13 628
Japan Tobacco			307				16 331
Johnson & Johnson			121				33 004
Johnson Controls			264				18 427
Kajima			302				16 478
Kansal Electric Power			224				21 207
KarstadtQuelle			347				14 388
KDDI			208				22 664
Kimberly-Clark			345				14 524
Kingfisher			314				16 142
Kmart			104				36 151
Korea Electric Power			324				15 674
Kreditanstalt fur Wiederaufbau			481				10 484
Kroger			56				50 098
KT			413				12 349
Kyushu Electric Power			438				11 661
L.M. Ericsson			210				22 416
La Poste			329				15 249
Lafarge			416				12 267
Lagardere Groupe			429				11 906
Landesbank Baden-Wurttemberg			294				16 877
Lear			369				13 625
Legal & General			374				13 541
Lehman Brothers Hldgs.			212				22 392
LG Electronics			202				23 137
LG international			248				19 516
Liberty Mutual Group			349				14 256
Lloyds TSB Group			206				22 823
Lockheed Martin			182				24 793
Loews			260				18 799
L’Oreal			415				12 305
Lowe’s			216				22 111
Lucent Technologies			180				25 132
Lufthansa Group			338				14 946
Lukoil			422				12 106

Company		Rank				Revenues [USD mio]
LVMH			459				10 951
Magna International			456				11 026
Man Group			343				14 552
Manpower			482				10 484
Manulife Financial			483				10 480
Marathon Oil			110				35 041
Marks & Spencer			439				11 650
Marriott International			496				10 152
Marubeni			25				71 757
Mass. Mutual Life Ins.			249				19 340
Matsushita Electric Industrial			45				54 997
May Dept. Stores			351				14 175
Mazda Motor			296				16 754
MBNA			497				10 145
McDonald’s			340				14 870
McKesson			57				50 006
Meljl Life Insurance			176				25 296
Merck			62				47 716
Merrill Lynch			95				38 793
MetLife			128				31 928
Metro			72				44 347
Michelln			342				14 566
Microsoft			175				25 298
Migros			427				11 955
Mirant			129				31 502
Mitsubishi			12				105 814
Mitsubishi Chemical			350				14 239
Mitsubishi Electric			141				29 183
Mitsubishi Heavy Industries			204				22 905
Mitsubishi Motors			171				25 598
Mitsubishi Tokyo Financial Group			165				26 091
Mitsui			13				101 206
Mitsui Mutual Life insurance			220				21 658
Mitsui Sumitomo Insurance			330				15 206
Mizuho Holdings			82				41 445
Morgan Stanley			73				43 727
Motorola			138				30 004
Munich Re Group			79				41 894
National Australia Bank			303				16 450
Nationwide			334				15 118
NEC			84				40 796
Nestle			55				50 192
New York life Insurance			170				25 678
News Corp.			364				13 755
Nichlmen			305				16 437
Nippon Express			367				13 661
Nippon Life Insurance			33				63 827
Nippon Mitsubishi Oil			197				23 521
Nippon Steel			229				20 645
Nippon Telegraph & Telephone			16				93 425
Nissan Motor			58				49 555
Nissho Iwal			74				43 703
NKK			384				13 224
Nokia			147				27 931
Norddeutsche Landesb.			475				10 604

Company		Rank				Revenues [USD mio]
Nordea			419				12 209
Norinchukin Bank			395				12 939
Norsk Hydro			291				16 999
Nortel Networks			263				18 507
Northrop Grumman			373				13 558
Northwestern Mutual			310				16 212
Novartis			257				18 986
Obayashi			447				11 226
Occidental Petroleum			355				14 126
Office Depot			450				11 154
Old Mutual			453				11 076
Olivetts			145				28 670
Onex			327				15 369
Oracle			464				10 860
Otto Versand			372				13 564
PacifiCare Health Sys.			433				11 844
PDVSA			66				46 250
Pemex			92				39 400
PepsiCo.			159				26 935
Petrobras			185				24 549
Petronas			284				17 679
Peugeot			65				46 264
Pfizer			127				32 259
PG&E Corp.			203				22 959
Pharmacia			250				19 299
Philip Morris			24				72 944
Phillips Petroleum			188				24 189
POSCO			494				10 162
Power Corp. of Canada			432				11 855
Procter & Gamble			93				39 244
Prudential			106				35 821
Prudential Financial			157				27 177
Publix Super Markets			328				15 284
Qwest Communications			244				19 743
Rabobank			225				21 141
RAG			365				13 691
Raytheon			295				16 867
Reliant Energy			67				46 226
Renault			125				32 552
Repsol YPF			94				39 091
Ricoh			379				13 375
Rite Ald			331				15 171
Robert Bosch			135				30 473
Roche Group			288				17 282
Royal & Sun Alliance			222				21 525
Royal Ahold			38				59 634
Royal Bank of Canada			299				16 536
Royal Bank of Scotland			115				33 831
Royal Dutch/Shell Group			8				135 211
Royal KPN			451				11 119
Royal Philips Electronics			143				28 960
Rwe			83				50 664
Safeway			113				34 301
Safeway			418				12 258
Saint-Gobain			155				27 214

Company		Rank				Revenues [USD mio]
Samsung			118				33 212
Samsung Electronics			105				35 959
Samsung Life Insurance			286				17 503
Santander Central Hispano Group			136				30 422
Sanyo Electric			293				16 882
Sara Lee			282				17 747
SBC Communications			69				45 908
Schlumberger			357				13 988
Sears Roebuck			83				41 078
Sekisui House			472				10 631
Sharp			346				14 425
Shimlzu			405				12 669
Showa Shell Sekiyu			490				10 362
Siemens			22				77 359
Sinochem			311				16 164
Sinopec			86				40 388
SK			120				33 008
SK Global			289				17 214
Skanska			317				15 948
SNCF			274				18 026
Société Générale			191				23 924
Sodexho Alliance			476				10 579
Solectron			261				18 692
Sony			37				60 608
Southern			495				10 155
Sprint			167				26 071
Standard Life Assurance			265				18 416
Staples			469				10 744
State Farm Insurance			63				46 705
State Power			60				48 375
Statoll			164				26 286
Stora Enso			423				12 097
Suez			99				37 933
Sumitomo			23				77 140
Sumitomo Electric Industries			431				11 877
Sumitomo Life Insurance			126				32 549
Sumitomo Metal Industries			466				10 793
Sumitomo Mitsui Banking			137				30 229
Sun Life Financial Services			465				10 857
Sun Microsystems			268				18 250
Sunoco			412				12 402
Suntory			485				10 445
Supervalu			227				20 809
Suzuki Motor			381				13 342
Swiss Life Ins. & Pension			375				13 511
Swiss Reinsurance			235				20 210
Sysco			217				21 785
Taisel			378				13 387
Taiyo Mutual Life Insurance			401				12 824
Takenaka			600				10 096
Target			89				39 888
Tech Data			290				17 198
Telefonica			151				27 808
Telstra			411				12 415
Tenet Healthcare			424				12 053

Company		Rank				Revenues [USD mio]
Tesco			114				33 916
Textron			414				12 321
Thyssen Krupp			116				33 796
TIAA-CREF			187				24 231
TJX			470				10 709
Tohoku Electric Power			371				13 574
Tokio Marine & Fire Insurance			312				16 156
Tokyo Electric Power			80				41 752
Tomen			255				19 073
Toppan Printing			489				10 367
Toronto-Dominion Bank			370				13 585
Toshiba			77				43 139
Total Fina (Illegible)			15				94 312
Toyota Motor			10				120 814
Toyota Tsusho			273				18 040
Toys ‘R’ Us			457				11 019
TransCanada Pipelines			435				11 715
TRW			306				16 383
TUI			223				21 253
TXU			148				27 927
Tyco International			103				36 389
Tyson Foods			468				10 751
U.S. Bancorp			304				16 443
U.S. Postal Service			29				65 834
UAL			315				16 138
UBS			59				48 503
UFJ Holdings			174				25 300
UniCredito Italiano			321				15 791
Unilever			68				46 131
Union Pacific			426				11 973
United Parcel Service			134				30 646
United Technologies			149				27 897
UnitedHealth Group			198				23 454
Valero Energy			336				14 988
Verizon Communications			26				67 190
Viacom			200				23 223
Vinci			308				16 291
Visteon			278				17 843
Vivendi Universal			51				51 366
Vodafone			123				32 713
Volkswagen			21				79 287
Volvo			267				18 301
Wachovia Corp.			211				22 396
Walgreen			183				24 623
Wal-Mart Stores			1				219 812
Walt Disney			177				25 269
Washington Mutual			283				17 692
Waste Management			444				11 322
Wellpoint Health Netwks.			410				12 429
Wells Fargo			160				26 891
Westdeutsche Landesbank			201				23 139
Weyerhaeuser			344				14 545
Whirlpool			491				10 343
Williams			455				11 055
Winn-Dixie Stores			398				12 903