ΐΦΜμΜΓappΟΒΤΨ

                                                                   EXHIBIT 10.19

                               SERVICES AGREEMENT

This Services Agreement (this "Agreement") is made by and between TIG Insurance
Company (hereinafter referred to as "Hawaii") and United States Fire Insurance
Company (hereinafter referred to as "C&F"), and is effective as of the 1st day
of January, 2000 (the "Effective Date").

In consideration of the mutual promises set forth herein, the parties hereto
agree as follows:

                                    ARTICLE I
                                    SERVICES

1.01   Hawaii agrees to provide certain services relating to the underwriting,
       issuance, and delivery of C&F Policies, and handling of Claims as
       hereinafter defined (the "Services"). As used in this Agreement, "C&F
       Policies" shall include all C&F policies of insurance produced by C&F
       agents or agencies domiciled in the State of Hawaii through the Hawaii
       Division of TIG Insurance Company. The Services shall be performed in
       accordance with the written underwriting guidelines, letters of
       underwriting and claims authority, manuals, procedures, instructions, and
       authority limits established by C&F and provided to Hawaii from time to
       time, which are incorporated herein by reference.

1.02   Subject to the limitations contained in this Agreement, Hawaii shall
       perform all acts necessary for the proper underwriting, placement,
       acceptance, and other servicing of C&F Policies including, but not
       limited to, the following:

       A.     underwriting, loss control, quoting, rating, premium audit, and
              coding C&F Policies; and

       B.     issuing, having properly countersigned (where appropriate), and
              delivering C&F Policies (executed by authorized officers of C&F,
              where appropriate); and

       C.     effecting endorsements, changes, and modifications to C&F Policies
              as authorized by C&F; and

       D.     administering cancellation and non-renewal of C&F Policies; and

       E.     promptly and adequately responding to any correspondence relating
              to the C&F Policies; and

       F.     such other clerical, administrative, and services as necessary for
              C&F to properly write and manage the C&F Policies.

1.03   Hawaii shall have authority to adjust or settle Claims arising out of or
       in connection with the C&F Policies pursuant to the authority,
       limitations, and requirements set out in Exhibit A, which Exhibit is
       attached hereto and incorporated herein by reference, and the written
       claims authorities established by C&F from time to time, and which
       Exhibit and authorities may be modified from time to time by C&F without
       the need for amendment of this Agreement.

1.04   Hawaii shall work together with C&F to respond to any correspondence from
       any governmental body relating to the C&F Policies. Hawaii shall maintain
       a complaint log which complies with all applicable law. Any written
       response to a complaint shall be forwarded to C&F by copy.


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1.05     During the Term of this Agreement, and thereafter while Hawaii is
         providing Services to C&F, on a monthly basis, Hawaii shall provide
         written or electronic reports to C&F relating to the Services provided
         pursuant to this Agreement in such form as C&F may approve or require
         from time to time.

                                   ARTICLE II
                                DUTIES OF HAWAII

2.01     Hawaii shall comply with all applicable local, state, and federal laws,
         regulations, rules, and requirements regarding Hawaii's duties under
         this Agreement. Hawaii shall immediately give notice to C&F if Hawaii
         becomes aware of any laws, rules, or regulations, whether proposed or
         in-force, that would prohibit the conduct of any Services contemplated
         herein.

2.02     Hawaii represents and warrants that it has obtained all licenses or
         other authorizations necessary to provide the Services in all
         jurisdictions where such licenses or authorizations may be required and
         any such licenses and authorizations are in full force and effect.
         Hawaii shall notify C&F immediately if the status of any such license
         is altered in any way. Further, Hawaii shall have a continuing
         obligation to obtain and maintain any such licenses or authorizations
         as may be necessary to provide the Services.

2.03     Hawaii shall maintain a listing and current copies of the insurance
         licenses of any sub-agent, general agent, producer, or broker from
         which Hawaii accepts a submission. Hawaii shall supervise all agents,
         general agents, sub-agents, and producers who place business through
         Hawaii.

2.04     Hawaii shall maintain true and correct records relating to the C&F
         Policies written and the Services provided herein including, but not
         limited to, all transactions and correspondence with policyholders,
         producers, sub-producers, brokers, state insurance departments,
         reinsurers, and C&F. All records and documents required to be
         maintained by Hawaii referred to herein including, but not limited to,
         insurance policy, policyholder information, underwriting files, and
         financial documents, shall be maintained during the Term and thereafter
         in a manner and form as mutually agreed upon or as required by C&F to
         be compatible with C&F's internal systems and in accordance with
         generally accepted accounting principles and insurance regulatory
         practices. Such records shall be maintained for a period of no less
         than five (5) years after termination of this Agreement, and in such
         manner and form as may be required by C&F's record retention
         guidelines. At the end of such five (5) year period, Hawaii shall
         provide C&F with the originals of such records.

         This Section 2.04 shall survive termination of this Agreement.

2.05     On request, Hawaii will forward to C&F exact copies of all C&F Policies
         or other appropriate evidences of insurance written, modified, or
         cancelled pursuant to this Agreement; underwriting and financial
         documents or other reports written, produced, or received hereunder;
         policyholder data; or any other information in Hawaii's possession
         requested by C&F relating to the C&F Policies.

         This Section 2.05 shall survive termination of this Agreement.



                                      -2-


2.06     Hawaii shall advise C&F within five (5) days of its knowledge of any
         inquiry, investigation, cease and desist order, audit, complaint, or
         other similar item received from any state or federal regulatory or law
         enforcement body relating to C&F Policies whether or not related to the
         Services.

2.07     At any time upon reasonable notice to Hawaii, Hawaii shall make its
         books and records relating in any way to C&F Policies written hereunder
         available for inspection (including on-site inspection, audit, and
         copying) by C&F or its representatives, reinsurers, any state insurance
         department or regulatory body, or any governmental authority.

         This Section 2.07 shall survive termination of this Agreement.

2.08     With regard to the C&F Policies written, Hawaii shall provide, at its
         expense and within a reasonable time, sufficient information to satisfy
         reasonable reporting requirements imposed on C&F by boards, bureaus,
         and associations, and to enable C&F and reinsurers to file required
         financial statements and reports with state insurance departments and
         regulatory bodies. C&F shall provide Hawaii with such written reporting
         requirements.

         This Section 2.08 shall survive termination of this Agreement.

2.09     Hawaii may use the name, logo, or service β–‡β–‡β–‡β–‡ of C&F or any of its
         affiliates in any advertising, promotional material, or in any material
         disseminated by Hawaii with the prior written consent of C&F. Hawaii
         shall maintain copies and provide an original to C&F of any
         advertisement or other materials approved by C&F along with full
         details concerning where, when, and how it was used. Hawaii shall be
         liable for any liability of or cost incurred by C&F as a result of any
         such materials.

2.10     All supplies provided to, or authorized to be used by, Hawaii by C&F
         shall remain the property of C&F and shall be returned immediately upon
         request. Upon termination of this Agreement or Hawaii's authority
         hereunder, at C&F's request, Hawaii shall return all, or such property
         as C&F may request, to C&F or to its designated representative.

2.11     If C&F provides access to C&F information or networks through computer
         access, Hawaii shall be responsible for maintaining the security and
         integrity of such information and of C&F's systems. Additionally,
         Hawaii shall be responsible to ensure that Hawaii's employees, agents,
         and representatives are aware of the sensitive and proprietary nature
         of the information obtained, of the importance of confidentiality, and
         of the conditions described in this Section 2.11.

                                   ARTICLE III
                             PREMIUMS AND ACCOUNTING

3.01     Hawaii will require all premiums for C&F Policies to be paid directly
         to C&F. Any premiums or monies collected by Hawaii are the property of
         C&F and shall be held in trust on behalf of C&F in a fiduciary capacity
         and shall be immediately endorsed over to C&F without deposit by Hawaii
         and forwarded to C&F in no more than two (2) business days.



                                      -3-




                                   ARTICLE IV
                                   LIMITATIONS

4.01   With respect to the C&F Policies which Hawaii is now or may in the future
       be authorized to transact, quote, underwrite, rate, or bind under this
       Agreement, Hawaii will not transact, quote, underwrite, rate, or bind C&F
       Policies on the following:

       a.     risks which are unacceptable in accordance with this Agreement, or
              the underwriting guidelines, letters of underwriting authority,
              procedures, instructions, or memoranda provided to Hawaii by C&F
              from time to time; or

       b.     risks which are not in compliance with the applicable forms,
              rules, rates, or filings of C&F according to their exact terms and
              to the laws and regulations in effect in the territory where the
              C&F Policy is written.

4.02   Hawaii shall have authority to contract with, appoint, or terminate
       agents on behalf of C&F.

4.03   All expenses of C&F shall be the sole liability of C&F, unless assumption
       of such expense by Hawaii is agreed to by Hawaii. Additionally, if the
       parties agree in writing to share an expense and C&F bears such expense,
       Hawaii shall promptly remit to C&F the appropriate amount.

                                    ARTICLE V
                                      TERM

5.01   This Agreement shall commence on the Effective Date and shall continue in
       full force and effect (unless terminated earlier as set out in Article IX
       hereof) until December 31, 2000 ("Initial Term") and shall be
       automatically renewed beginning January 1, 2001 for successive additional
       term(s) of one (1) calendar year each ("Successive Term(s)") unless
       terminated earlier as provided herein. The Initial Term and Successive
       Term(s) shall collectively be referred to as "Term(s)".

                                   ARTICLE VI
                                       FEE

6.01   C&F shall reimburse Hawaii's actual expenses incurred relating to the C&F
       Policies written hereunder ("Fee"). Hawaii's expenses shall initially be
       charged based on a annual budget prepared by Hawaii and approved by C&F.
       One quarter of such Fee shall be payable by C&F to Hawaii quarterly on or
       before the beginning of each calendar quarter. C&F shall pay Hawaii the
       Fee by C&F check or wire transfer. If the actual expenses of Hawaii
       exceed or are less than the budgeted amount, Hawaii shall β–‡β–‡β–‡β–‡ or refund
       to C&F the appropriate amount. Hawaii shall reconcile actual expenses to
       budgeted expenses at least annually.

6.02   The Fee paid hereunder shall be full compensation for all Services
       rendered by Hawaii pursuant to this Agreement.

6.03   Such costs as referenced in Section 6.01 shall be classified and recorded
       in accordance with New York State Insurance Department Regulation No. 30.



                                       -4-


6.04     C&F shall be responsible for all sales, use, property, value-added or
         other taxes, if any, based on the services rendered pursuant to this
         Agreement excluding any taxes based solely upon the net income of
         Hawaii (defined as Sales Tax). Accordingly, C&F agrees to indemnify TIG
         from and against a final determination of Sales Tax made by any tax
         authority, administrative, or judicial body resulting from this
         Agreement. C&F and TIG agree to reasonable cooperation with each other
         to determine the appropriate Sales Tax, if any, resulting from this
         Agreement.

                                   ARTICLE VII
                            RIGHTS AND DUTIES OF C&F

7.01     C&F, in its sole discretion, shall have the right to refuse to permit
         Hawaii to perform, or to suspend or terminate any Service performed
         hereunder, that it believes does not comply with the terms of this
         Agreement or any applicable law or regulation.

7.02     C&F shall provide Hawaii the services listed in Exhibit B.


                                  ARTICLE VIII
                          INDEMNIFICATION AND INSURANCE

8.01     Indemnification. Each party ("Indemnifying Party") agrees to indemnify,
         defend, and hold harmless the other party ("Indemnified Party"), its
         officers, directors, agents, and employees from and against all
         liabilities, losses, expenses, claims, demands, suits, fines, or
         judgements including, but not limited to, attorneys' fees, costs, and
         expenses incident thereto which may be suffered by, accrued against, be
         charged to or recoverable from the Indemnified Party, its officers,
         directors, agents, or employees, by reason of or arising out of or in
         connection with any negligent or intentional acts, errors, or omissions
         of the Indemnifying Party, its officers, directors, agents, or
         employees.

         This Section 8.01 shall survive termination of this Agreement.

8.02     Notice with Respect to Indemnification. The Indemnified Party shall
         provide the Indemnifying Party notice of any proceedings to which this
         Article VIII applies as soon as the Indemnified Party learns of such
         proceedings.

         This Section 8.02 shall survive termination of this Agreement.

                                   ARTICLE IX
                                   TERMINATION

9.01     Events of Default. The failure of Hawaii or C&F to observe or perform
         in any material respect any duties or obligations set forth in this
         Agreement, which failure continues unremedied for seven (7) days after
         written notice shall be provided to such defaulting party by the
         aggrieved party shall be an event of default ("Event of Default") under
         this Agreement, which Event of Default shall entitle the aggrieved
         party to immediately terminate this Agreement upon written notice to
         the other.

9.02     Termination Upon Notice. This Agreement may be terminated at any time
         without cause by either party giving the other party one hundred eighty
         (180) days written notice.



                                      -5-


9.03     Continued Servicing. Hawaii agrees that in the event this Agreement is
         terminated, Hawaii shall continue to perform the Services regarding the
         C&F Policies written by C&F prior to the effective date of any such
         termination, until such C&F Policies have been completely cancelled,
         non-renewed, or otherwise terminated pursuant to C&F's written
         instructions; provided, however, that C&F may, in its sole discretion,
         immediately suspend or terminate Hawaii continuing service obligation
         hereunder.

         If Hawaii fails in any respect to fulfill its continuing service
         obligation with regard to the C&F Policies, Hawaii agrees that it shall
         reimburse C&F any expense incurred by C&F to service or arrange for the
         servicing of the C&F Policies.

                                    ARTICLE X
                                  MISCELLANEOUS

10.01    Notice. Except as otherwise set forth herein, any notice required under
         this Agreement must be in writing and either sent by first class mail,
         facsimile, certified mail, or personally delivered. Notice shall be
         effective either upon receipt, or five (5) days after mailing to the
         other party, whichever comes first. Unless changed, the addresses of
         the respective parties are:

         C&F:

                  β–‡β–‡β–‡β–‡ & β–‡β–‡β–‡β–‡β–‡β–‡β–� Indemnity Company
                  β–‡β–‡β–� β–‡β–‡β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–‡β–‡
                  β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡, β–‡β–‡  β–‡β–‡β–‡β–‡β–�

                  Attn:    β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡

                  cc:      β–‡β–‡β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡, Assistant General Counsel

         Hawaii:
                  Hawaii Division of TIG Insurance Company
                  β–‡β–‡β–� β–‡β–‡β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡, β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡
                  β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡, β–‡β–‡  β–‡β–‡β–‡β–‡β–�

                  Attn:    β–‡β–‡β–‡β–‡β–� β–�. β–‡β–‡β–‡β–‡β–‡β–‡
                  cc:      General Counsel

                           β–‡β–‡β–‡β–‡ β–�. β–�'β–‡β–‡β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–�
                           β–‡β–‡β–‡β–‡β–‡β–‡, β–‡β–‡  β–‡β–‡β–‡β–‡β–�

10.02    Governing Law. This Agreement shall be governed by and construed in
         accordance with the laws of the State of Hawaii, without regard to its
         rules regarding conflict of laws.

10.03    Severability. Wherever possible, each provision of this Agreement will
         be interpreted in such a manner and to such an extent as to be
         effective and valid under applicable law. If any provision is
         prohibited by or invalid under applicable law, such provision will be
         ineffective only to the extent of such prohibition or invalidity.



                                      -6-




10.04    Integration, Waiver, and Amendment. This Agreement constitutes the
         entire agreement between C&F and Hawaii with regard to servicing of the
         C&F Policies, and supersedes any and all other agreements, either oral
         or written, between C&F and Hawaii with respect to servicing the C&F
         Policies. No waiver by either party to enforce any provision of this
         Agreement will be effective unless made in writing and signed by an
         authorized officer of C&F and Hawaii, and shall be effective only as to
         the specifically stated waiver. No amendment to this Agreement will be
         effective unless made in writing and signed by the parties hereto, and
         specifying the effective date of such amendment.

10.05    Conformance to Law. This Agreement is subject to the non-disapproval of
         the Insurance Department of the State of New York, pursuant to Article
         15 of the New York Insurance Law, and such terms and conditions as may
         be required by the New York Insurance Department to be altered or
         amended shall be deemed acceptable to the parties hereto, to the extent
         same shall not change the substance and intent of this Agreement.

10.06    Non-Assignability/Non-Delegation. Hawaii may neither delegate its
         duties nor assign its rights under this Agreement, either in whole or
         in part, unless otherwise agreed upon and authorized in writing by a
         Vice President or more senior officer of C&F.

10.07    Counterparts. This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original but which
         together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Services
Agreement to be executed as of the day and year first above written.

                  TIG INSURANCE COMPANY

By:               /s/  β–‡β–‡β–‡β–‡β–� β–�. β–‡β–‡β–‡β–‡β–‡β–‡
                  -----------------------------------
                  β–‡β–‡β–‡β–‡β–� β–�. β–‡β–‡β–‡β–‡β–‡β–‡
                  Managing Director

                  β–‡β–‡β–‡β–‡ & β–‡β–‡β–‡β–‡β–‡β–‡β–� INDEMNITY Company

By:               /s/  β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–�
                  --------------------------
Name:             β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–�
Title:            Executive Vice President and CFO

                  β–‡β–‡β–‡β–‡ & β–‡β–‡β–‡β–‡β–‡β–‡β–� INDEMNITY Company

By:               /s/  β–‡β–‡β–‡β–‡β–‡β–‡β–� β–�. β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡
                  -----------------------------------
Name:             β–‡β–‡β–‡β–‡β–‡β–‡β–� β–�. β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡
Title:            Secretary


                                      -7-



                                    EXHIBIT A

                                     CLAIMS

Hawaii shall handle Claims in accordance with the provisions of this Exhibit A.

I.     DEFINITIONS

1.01   ALAE shall mean all costs and expenses that are chargeable to the
       investigation, adjustment, settlement, or defense of a Claim for benefits
       or damages under a C&F Policy.

1.02   Claim or Claims shall mean any monetary demand, suit, occurrence, or
       loss, actual or alleged, in the Claims Territory arising out of or in
       connection with a C&F Policy.

1.03   Claim Services shall mean those claims administration services provided
       hereunder by Hawaii which are described in Article III of this Exhibit A.

1.04   Claims Territory shall mean the State of Hawaii.

1.05   Recoveries shall mean any and all credits, subrogation, salvage,
       adjustment reimbursements, overpayments, voided or returned checks, or
       other recoveries which shall be credited to a C&F Policy.

II.    CLAIM SERVICES

2.01   Hawaii shall administer all Claims in accordance with the terms and
       conditions of the C&F Policies, this Agreement, and every applicable
       code, statute, law, rule, or regulation.

2.02   Hawaii shall perform the Claim Services and refer such Claims as may be
       designated in accordance with C&F's written standards, limitations,
       guidelines, instructions, policies, procedures, or limitations provided
       to Hawaii by C&F from time to time without the need to amend this
       Agreement.

2.03   Hawaii shall perform the following Claim Services:

       A.     Examine all reported Claims (including incidents thereof which
              have been reported but for which no Claims have been made); and

       B.     Maintain a Claim file for each reported Claim which shall be
              reviewable at any and all reasonable times by C&F; and

       C.     Investigate all reported Claims as necessary using (at Hawaii's
              sole expense), if approved by C&F, a vendor from a list approved
              in writing by C&F; and

       D.     Provide C&F, upon request, with a clear synopsis of the fact
              patterns of any Claim; and

       E.     Determine and evaluate any coverage issues arising out of or in
              connection with such Claims, and to refer any actual or potential
              coverage issues to C&F with recommendations and, thereafter, to
              follow C&F's direction in the further administration of such
              Claims; and



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       F.     Prepare and send a reservation of rights letter; and

       G.     Determine proper workers' compensation benefits due, if any, on
              compensable Claims; and

       H.     Establish, pursuant to C&F's standards, reserves for all Claims;
              and

       I.     Subject to the limitations contained herein, resist those Claims
              or adjust, handle, or settle to conclusion those Claims that C&F
              is legally obligated to pay or which C&F advises Hawaii it desires
              to pay, including the necessary preparation for and handling of
              any subrogation or contribution action which may inure to the
              benefit of C&F; and

       J.     Make timely payment of Claims and ALAE through C&F's claims system
              in accordance with payment procedures established by C&F; and

       K.     Coordinate a proper defense with counsel selected from a defense
              panel list approved in writing by C&F and reviewed annually with
              C&F; and

       L.     Perform all necessary administrative and clerical work in
              connection with Claims; and

       M.     Provide all forms necessary for the administration of Claims; and

       N.     Perform all necessary services to collect Recoveries and properly
              credit Recoveries to the appropriate Claim file; and

       O.     Collect, process, and report data in the manner required by the
              Internal Revenue Service for the purpose of preparing C&F's 1099
              Miscellaneous Income filing for the Claims or ALAE payments made
              pursuant to this Agreement; and

       P.     Provide such reports as C&F may request relating to Claims
              including, but not limited to, Claim payments made, reserves, and
              ALAE; and

       Q.     Report suspected fraud as required by C&F or any applicable code,
              statute, law, rule, or regulation, and provide a copy of such
              report to C&F; and

       R.     Upon C&F's request relating to a Claim or Claims, promptly provide
              C&F a captioned report identifying for each Claim:

                     -      Claim number;
                     -      Accident description;
                     -      Claimant and injuries;
                     -      Detailed description of outstanding issues; and
                     -      Reserve calculation including loss and ALAE paid to
                            date.

              The selection criteria for Claims to be reported is at the sole
discretion of C&F.

2.04   To administer Claims hereunder, Hawaii shall use C&F's claims
       administration system or an interface transfer mechanism between the
       Hawaii's system and C&F's system which is compatible with C&F's computer
       systems and which complies with the established format and edit rules
       supplied to Hawaii by C&F. Hawaii agrees to provide C&F with system
       support for


                                        2


       an interface of claims data between Hawaii's and C&F's systems. This data
       transfer shall include all payments, Recoveries, and reserve activities
       which have occurred and shall include a tie indicator for multiple
       claimants injured in a single occurrence, and such other information as
       the C&F may request from time to time.

       C&F reserves the right to alter or amend the format or edit rules as
       necessary, including but not limited to, the frequency of the data
       transfer.

III.   HAWAII'S DUTIES AND OBLIGATIONS

3.01   Hawaii shall follow any and all standards, guidelines, instructions,
       policies, and procedures as C&F may from time to time establish with
       regard to Hawaii's performance of Claim Services hereunder.

3.02   Hawaii represents and warrants that Hawaii, Hawaii's employees, and that
       every adjuster, investigator, appraiser, or other third party used by
       Hawaii is, and shall continue to be, if necessary, during the Term of
       this Agreement, authorized and duly licensed to administer Claims in
       compliance with every applicable code, statute, law, rule, or regulation.

3.03   Hawaii agrees to administer Claims and to ensure that every adjuster,
       investigator, appraiser, or other third party used by Hawaii adjusts
       Claims during the Term of this Agreement in compliance with every
       applicable code, statute, law, rule, or regulation.

3.04   Hawaii shall maintain the confidentiality of all data supplied to, or
       obtained or used by, Hawaii in the performance of Claim Services
       including, but not limited to, any systems or software of C&F to which
       Hawaii may be given access, all information within the Claim files, and
       collective data (the "Confidential Information") as Hawaii maintains its
       own confidential data and information. Hawaii shall not disclose the
       Confidential Information without the prior written consent of C&F.

3.05   Hawaii shall post Recoveries to the appropriate claim files and shall
       report Recoveries in the monthly reconciliation and other reports
       required by this Agreement.

3.06   All records, files, correspondence, and other materials pertaining to the
       Claims administered hereunder shall be the sole property of C&F, and upon
       termination of this Agreement or Hawaii's authority hereunder, Hawaii, at
       the sole discretion and direction of C&F, shall return all such original
       Claim files to C&F or its representative.

3.07   All supplies and forms provided or authorized by C&F are the sole
       property of C&F, and all such property shall be returned to C&F
       immediately upon request. Hawaii shall indemnify and hold C&F fully
       harmless with respect to any unauthorized use of such C&F property.

IV.    CLAIM SYSTEM

4.01   C&F shall give Hawaii access or limited access to C&F's claim system or
       other C&F software or systems (collectively, the "Software") for the
       handling of Claims hereunder. Hawaii shall use the Software to administer
       Claims hereunder and shall promptly and accurately input information or
       data in accordance with any guidelines provided by C&F to Hawaii from
       time to time.



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4.02   No title to or ownership of the Software, or any part of the Software, is
       hereby transferred to Hawaii. Hawaii may not use, copy, modify, sell,
       transfer, or cause to be used, copied, modified, sold, or transferred, or
       otherwise make the Software available to any third party, or any copy
       thereof, in whole or in part.

4.03   C&F makes no warranties, express or implied, with regard to the Software
       including, but not limited to, any implied warranties of merchantability
       and fitness for a particular purpose, or as to the design, documentation,
       function, maintenance, or operation of the Software, and shall have no
       responsibility for errors in the Software or the information obtained
       from the Software.

4.04   C&F shall not be liable for any claims, damages, or expenses of any kind
       with respect to the use of the Software, or the information obtained by
       Hawaii through the Software, or due to any Force Majeure condition,
       whether made of suffered by the Hawaii or any other person, whether for
       damages, contribution, or other relief, and whether direct or indirect,
       general or special, incidental or consequential, even if the C&F has been
       advised of the possibility of such liability.

4.05   Hawaii shall make all reasonable efforts to assure the operation of any
       computer hardware used by Hawaii in the administration of Claims
       hereunder including, but not limited to, the provision of appropriate
       system back up (no less than weekly), and disaster recovery. In the event
       of damage to or malfunction of the computer hardware, Hawaii will use all
       reasonable efforts to obtain replacement alternative computer hardware to
       restore the Claim Services to an acceptable level in a timely manner. In
       the event that the computer data is not available, Hawaii will attempt to
       reconstruct or recover that data from computer data files stored at
       remote locations and from source records to restore the service to an
       acceptable level in a timely manner.

4.06   Hawaii shall pay for any costs of hardware necessary to utilize the
       Software and any access or line charges incurred in utilizing the
       Software.

V.     COMPANY'S RIGHTS, DUTIES, AND OBLIGATIONS

5.01   C&F agrees to cooperate with Hawaii as C&F deems necessary with respect
       to the performance of Claim Services including, but not limited to,
       responding to Hawaii's requests for information, meeting with Hawaii as
       may be needed, and making decisions on Claims matters, as required by
       this Agreement.

5.02   Notwithstanding anything to the contrary in this Agreement, C&F shall
       have the right, at any time and at its sole option, to assume control
       over the administration of a particular Claim or Claims.



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                                    EXHIBIT B

                                  C&F SERVICES

A.     C&F shall provide the following services for Hawaii:

       1.     Treasury: C&F shall provide treasury services to Hawaii,
              including, but not limited to establishing and maintaining bank
              accounts, and lock box.

       2.     Finance: C&F shall process account reports, expense reports, and
              journal entries as necessary to process C&F Policies.

       3.     Direct β–‡β–‡β–‡β–‡: C&F shall maintain direct β–‡β–‡β–‡β–‡ capabilities for
              current business written on direct β–‡β–‡β–‡β–‡ basis, and process any
              such C&F Policies.

       4.     Actuarial: C&F shall provide actuarial support for (i)
              establishing reserves and (ii) business planning purposes. On or
              before 60 days from end of each calendar quarter, C&F shall
              provide actuarial analysis of C&F Policies by annual statement
              line of business. C&F shall provide actuarial assistance to Hawaii
              in establishing rates for C&F Policies.

       5.     State Filings: C&F shall provide administrative assistance for
              regulatory filings for C&F Policies written on C&F paper including
              preparation of filing documents and answering inquiries regarding
              same.

       6.     Legal / Regulatory: C&F shall provide legal services as requested
              by Hawaii to support drafting contracts with Hawaii's agents. C&F
              shall provide regulatory advice and assistance.

       7.     Program support: Program support provided by C&F for Hawaii shall
              include the maintenance and handling of proof of mailings, renewal
              notices, cancellations, policy stat reports, dens, and microfilm
              retrieval, ISO manuals and circulars, Hawaii Workers' Compensation
              Bureau reporting, assessments, boards and bureaus, data calls,
              maintaining producer information, blocks of code, agency
              licensing, and appointments.

       8.     Systems: C&F will provide systems support to Hawaii for systems
              existing on the execution date of this Agreement, including:

                     UNDERWRITING. Gen-A-Rate, Universal Policy Review,
                     Commercial Umbrella (CUES), Client Management System (CMS),
                     Risk Management Systems (RAMS).

                     CLAIMS. Automated Claims Systems (ACS), Claims Assist,
                     Claims Adhoc, Claims Information Access (CIA).

                     STAFF COUNSEL. Corporate Legal Management System (CLMS).

                     WINDOWS95. C&F's current license will be used.




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       9.     Claims: C&F shall provide claims services on Claims arising out of
              C&F Policies if such Claims fall outside Hawaii's authority or
              expertise.

       10.    Underwriting: C&F shall provide underwriting support as currently
              provided for excess C&F Policies, surplus lines C&F Policies, and
              large workers' compensation C&F Policies.

       11.    Reinsurance: Consistent with past practices, C&F shall assist
              Hawaii with reinsurance acquisition, maintenance, termination, and
              collection on all existing reinsurance treaties relating to C&F
              Policies.


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