EXHIBIT 10.6

TERRORISM CATASTROPHE EXCESS OF LOSS REINSURANCE CONTRACT

EFFECTIVE MARCH 1, 2008

between

PHILADELPHIA INSURANCE COMPANY
and
PHILADELPHIA INDEMNITY INSURANCE COMPANY

BALA CYNWYD, PENNSYLVANIA, USA

(hereinafter referred to as the “Reinsured”)

by

VALIDUS REINSURANCE, LTD.

HAMILTON, BERMUDA

(hereinafter referred to as the “Reinsurers”)

Under the terms of this Contract, the above Reinsurers agree to assume severally and not jointly with other participants

a 20.00% share

of the liability described in the attached Contract and, as consideration, the above Reinsurers shall receive a 20.00% share of the premium named therein.

Signed in Hamilton, Bermuda, this 28th day of March, 2008,

Towers Perrin No. G26004.08

TERRORISM CATASTROPHE EXCESS OF LOSS REINSURANCE CONTRACT

EFFECTIVE MARCH 1, 2008

between

PHILADELPHIA INSURANCE COMPANY
and
PHILADELPHIA INDEMNITY INSURANCE COMPANY

BALA CYNWYD, PENNSYLVANIA, USA

and signed on Bala Cynwyd, Pennsylvania, this 18th date of June, 2008.

Towers Perrin No. G26004.08

PHILADELPHIA INSURANCE COMPANY
and
PHILADELPHIA INDEMNITY INSURANCE COMPANY
Bala Cynwyd, Pennsylvania, USA
(hereinafter referred to as the “Reinsured”)

TERRORISM CATASTROPHE EXCESS OF LOSS REINSURANCE CONTRACT
(hereinafter referred to as the “Contract”)

INDEX

Towers Perrin No. G26004.08

 1.

PHILADELPHIA INSURANCE COMPANY
and
PHILADELPHIA INDEMNITY INSURANCE COMPANY
Bala Cynwyd, Pennsylvania, USA
(hereinafter referred to as the “Reinsured”)

TERRORISM CATASTROPHE EXCESS OF LOSS REINSURANCE CONTRACT
(hereinafter referred to as the “Contract”)

MARCH 1, 2008

ARTICLE 1

BUSINESS COVERED

A. This Contract applies to losses occurring during its term on all Covered Policies, except as hereinafter excluded, classified by the Reinsured as Property or Casualty, that are in force at the inception of, or written with a Policy period (new or renewal) that is effective during the term of this Contract (“Business Covered”).

B. The term “Covered Policies”, whenever used herein, shall mean all binders, policies, contracts, certificates and other obligations, whether oral or written, of insurance or reinsurance written as all lines of business classified by the Reinsured (except as hereinafter excluded) as commercial property and commercial liability, including the following annual statement lines: Fire, Allied lines, commercial multiple peril (non-liability portion), commercial multiple peril (liability portion), inland marine, other liability (including professional liability), fidelity, burglary and theft.

C. Covered Policies hereunder shall be written on standard industry Policy forms of the line(s) of business indicated and which include cover for Acts of Terrorism. Forms substantially similar to ISO forms shall be deemed approved. Policy forms broader than the forms customarily used for the lines of business written by the Reinsured will be submitted for the Reinsurers’ prior review and approval. Any material changes made to such forms shall be subject to prior notice as set forth in the Article entitled REVIEW .

ARTICLE 2

COMMENCEMENT AND TERMINATION

     This Contract shall incept at 12:01 a.m., Eastern Standard Time, March 1, 2008 and shall remain in force until 12:01 a.m., Eastern Standard Time, March 1, 2009 (“Contract Term”). Should this Contract terminate while a Loss Occurrence is in progress, the entire loss arising out of the Loss Occurrence shall be subject to this Contract.

Towers Perrin No. G26004.08

ARTICLE 3

REINSURANCE COVERAGE

Part One – ACTS OF TERRORISM

Section I (applicable to Loss Occurrence covered in conjunction with the Terrorism Risk Insurance Act of 2002, the Terrorism Risk Extension Act of 2005 and the Terrorism Risk Insurance Program Reauthorization Act of 2007 (all “TRIA”) or any amendment thereto)

A. With respect to losses occurring during the Contract Term on Covered Policies that are Business Covered (including, for the avoidance of doubt, lines of business that are Covered Policies hereunder, but not covered lines under TRIA), the Reinsurers shall be liable to, indemnify and reinsure the Reinsured for each and every Loss Occurrence that is a Certified Act of Terrorism, as defined and certified in accordance with TRIA, for one hundred percent (100%) of the excess Net Loss above an initial Net Loss to the Reinsured of USD ten million ($10,000,000) each and every Loss Occurrence; but the Reinsurers shall not be liable for more than USD fifty million ($50,000,000) of Net Loss for each and every such Loss Occurrence.

B. “Certified Act(s) of Terrorism” means any act that is certified by the Secretary of the Treasury in concurrence with the Secretary of State and the Attorney General of the United States pursuant to TRIA.

Section II (applicable to Loss Occurrence not covered in conjunction with TRIA)

A. With respect to losses occurring during the Contract Term on Covered Policies that are Business Covered, the Reinsurers shall be liable to, indemnify and reinsure the Reinsured for each and every Loss Occurrence that results from an Act of Terrorism that is not a Certified Act of Terrorism (“Non-Certified Act of Terrorism”), for one hundred percent (100%) of the excess Net Loss above an initial Net Loss to the Reinsured of USD ten million ($10,000,000) each and every Loss Occurrence; but the Reinsurers shall not be liable for more than USD fifty million ($50,000,000) of Net Loss for each and every such Loss Occurrence.

B. For the purposes of this Section, an “Act of Terrorism” shall be any act or preparation in respect of action, designed to influence the government de jure or de facto of any nation or any political division thereof, or in pursuit of any political, religious, ideological, or similar purpose to intimidate the public or a section of the public of any nation by any person or group(s) of persons whether acting alone or on behalf of or in connection with any organization(s) or government(s) de jure or de facto, and which:

1. involves violence against one or more persons; or

2. involves damage to property; or

Towers Perrin No. G26004.08

3. endangers life other than that of the person committing the action; or

4. creates a risk to health or safety of the public or a section of the public; or

5. involves physical loss, damage, cost, or expense caused by, contributed to by, resulting from, or arising out of or in connection with any action in directly responding to any Act of Terrorism; or

6. are defined as such in any of the Reinsured’s policy forms that have been the subject of the Reinsurers’ express written prior review and approval.

C. Loss or damage occasioned by riot, strikes, civil commotion, vandalism or malicious mischief as those terms have been interpreted by United States Courts to apply to insurance policies shall not be construed to be an “Act of Terrorism”.

Section lll (applicable to both Section I and Section II)

A. The Reinsurers’ liability in respect of excess Net Loss hereunder for losses occurring during the Contract Term shall be limited to USD one hundred million ($100,000,000) in the aggregate as respects all Net Loss on Covered Policies that are Business Covered hereunder as a result of all Loss Occurrences taking place during the Contract Term in respect of both Section I and Section II combined.

B. In the event that the Terrorism Reinsurance Insurance Program, (“TRIP”) as established by TRIA terminates, the parties will endeavor to continue to employ the definitions of “Act of Terrorism” as set forth in Section 1 above, but for the certification by the Secretary of the Treasury. In the event that the parties cannot agree on whether such Loss Occurrence is subject to coverage under Section I or Section II, the decision shall be subject to the Article entitled “Arbitration” in this Contract and the payment due date shall be determined by the date of the Panel’s reasoned decision.

Part Two – REINSURANCE LOSS

A. “Net Loss” shall mean the actual loss incurred by the Reinsured under Business Covered hereunder including (i) sums paid in settlement of claims and suits and in satisfaction of judgments, (ii) prejudgment interest when added to a judgment, (iii) all expenses incurred in connection with adjustment, defense, settlement and litigation of claims and suits, satisfaction of judgments, resistance to or negotiations concerning a loss (excluding the normal office expenses of the Reinsured and salaries of the Reinsured) and (iv) any interest on judgments other than prejudgment interest when added to a judgment.

B. All salvages, recoveries, payments and reversals or reductions of verdicts or judgments (net of the cost of obtaining such salvage, recovery, payment or reversal or reduction of a verdict or judgment) whether recovered, received or obtained prior or subsequent to loss settlement under this Contract, including amounts

Towers Perrin No. G26004.08

recoverable under other reinsurance, whether collected or not, shall be applied as if recovered, received or obtained prior to the aforesaid settlement and shall be deducted from the actual losses sustained to arrive at the amount of the Net Loss. Nothing in this Article shall be construed to mean losses are not recoverable until the final Net Loss to the Reinsured finally has been ascertained.

C. The Reinsurers shall be subrogated, as respects any loss for which the Reinsurers shall actually pay or become liable, but only to the extent of the amount of payment by or the amount of liability to the Reinsurers, to all the rights of the Reinsured against any person or other entity who may be legally responsible for damages as a result of said loss. Should the Reinsured elect not to enforce such rights, the Reinsurers are hereby authorized and empowered to bring any appropriate action in the name of the Reinsured or its policyholders, or otherwise to enforce such rights. The Reinsurers shall promptly remit to the Reinsured the amount of any judgment awarded in such an action in excess of the amount of payment by, or the amount of liability to, the Reinsurers hereunder.

ARTICLE 4

EXCLUSIONS

A. This Contract shall not cover any Net Loss arising from Certified Acts of Terrorism or Non-Certified Acts of Terrorism that results from:

1. An act committed as part of the course of a war declared by the Congress of the United States of America as set forth in Section 102(1)(B)(i) of TRIA; or

2. Seizure or illegal occupation; or

3. Confiscation, requisition, detention, legal or illegal occupation, embargo, quarantine, or an order of public or government authority which deprives the insured of the use or value of the property, or arising from acts of contraband or illegal transportation or illegal trade; or

4. Contingent Business Interruption, written as such, unless specially accepted by the Reinsurers hereon; or

5. Workers’ Compensation and Employers’ Liability, written as such; or

6. Pollutants or contaminants whether directly or indirectly arising from or as consequence of the discharge of pollutants or contaminants, which pollutants and contaminants shall include but not be limited to any solid, liquid, gaseous or thermal irritant, contaminant or toxic or hazardous substance or any substance the presence, existence or release of which endangers or threatens to endanger the health, safety or welfare of persons or the environment; or

Towers Perrin No. G26004.08

7. Electronic attack, including computer hacking or the introduction of any form of computer virus. Notwithstanding the foregoing, this Contract will respond to a Loss Occurrence arising from attacks involving the use of a mobile telephone, remote control, or radio controlled device or any other electronic device or system or such like in the launch and/or guidance system and/or firing mechanism and/or detonation of any explosive bomb, weapon or missile subject always to the other terms and conditions of this Contract; or

8. Increased cost occasioned by any Public or Civil Authority’s enforcement of any ordinance or law regulating the reconstruction, repair or demolition of any property; or

9. Cessation, fluctuation or variation in, or insufficiency of, water, gas or electricity supplies and telecommunications of any type or service; or

10. Threat or hoax, in the absence of physical damage due to an act or series of Acts of Terrorism; or

11. Burglary, house — breaking, theft or larceny or caused by any person taking part therein; or

12. Extra-Contractual Obligation. “Extra-Contractual Obligation” means liabilities, including Loss Excess of Policy Limits, that are not covered under any other provision of this Contract and which arise from the handling of any claim on Business Covered hereunder by reason of alleged or actual negligence, gross negligence, fraud, or bad faith on the part of the Reinsured. As used herein, “Loss Excess of Policy Limits” means any amount of loss, together with any legal costs and expenses incurred in connection therewith, paid as damages or in settlement by the Reinsured in excess of its Policy Limits, but otherwise within the coverage terms of the Policy, arising from an allegation or claim of its insured, its insured’s assignee, or other third party, which alleges negligence, gross negligence, bad faith or other tortuous conduct on the part of the Reinsured in the handling of a claim under a Policy subject to this Contract, in rejecting a settlement within the Policy Limits, in discharging a duty to defend or prepare the defense in the trial of an action against its insured, or in discharging its duty to prepare or prosecute an appeal consequent upon such an action. For the avoidance of doubt, the decision by the Reinsured to settle a claim for an amount within the coverage of the Policy but not within the Policy limit when the Reinsured has reasonable basis to believe that it may have liability to its insured or assignee or other third party on the claim will be deemed a Loss Excess of Policy Limits.

Towers Perrin No. G26004.08

B. This Contract shall not cover any Net Loss arising from any part of Non-Certified Acts of Terrorism that results from a loss occasioned directly or indirectly by war or invasion (whether war be declared or not), hostile acts of sovereign or government entities, civil war, rebellion, revolution, insurrection, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power or martial law or confiscation by order of any government or public authority.

ARTICLE 5

REINSURANCE PREMIUM

Part One – PREMIUM

     As premium for the reinsurance provided hereunder, the Reinsured shall pay the Reinsurers a flat premium of USD four million five hundred thirty one thousand two hundred fifty ($4,531,250) in two (2) installments of USD two million two hundred sixty five thousand six hundred twenty five ($2,265,625) on March 1, 2008 and on September 1, 2008.

Part Two – REINSTATEMENT PREMIUM

A. Each claim hereunder shall reduce the amount of the Reinsurers’ liability from the time of the Loss Occurrence by the sum paid, but the sum so reduced shall be reinstated immediately from the time of the Loss Occurrence.

B. For each amount so reinstated, the Reinsured agrees to pay an additional premium calculated by multiplying one hundred percent (100%) of the annual reinsurance premium earned hereon by the percentage that the amount reinstated bears to the limit (i.e., USD fifty million [$50,000,000]) of this Contract. Nevertheless, the liability of the Reinsurers shall never be more than USD fifty million ($50,000,000) Net Loss in respect of any one Loss Occurrence, nor more than USD one hundred million ($100,000,000) Net Loss in all in respect of all Loss Occurrences during the Contract Term.

C. A statement of reinstatement premium due the Reinsurers shall be prepared by the Reinsured and submitted to the Reinsurers with each loss payment request hereunder. The reinstatement premium shall be based upon one hundred percent (100%) of the annual reinsurance premium earned by the Reinsurer hereunder. The amount of reinstatement premium due Reinsurers shall be offset against the loss payment due the Reinsured with only the net amount due to be remitted by the debtor party.

Towers Perrin No. G26004.08

Part Three – NO CLAIMS BONUS

A. In the event that no claims arise under this Contract then the Reinsurers will allow to the Reinsured a return premium equal to their participation in this Contract multiplied by USD three hundred twelve thousand five hundred ($312,500) payable effective March 1, 2009.

B. The return premium payment by the Reinsurers to the Reinsured shall constitute the commutation of this Contract and such payment once effected shall be regarded as a full and final release of the Reinsurers from all liability hereunder.

ARTICLE 6

DEFINITION OF LOSS OCCURRENCE

A. The term “Loss Occurrence” shall mean any one loss and/or series of losses arising out of and directly caused by one Act or series of Acts of Terrorism for the same apparent purpose or cause. The duration and extent of any one Loss Occurrence shall be limited to all losses sustained by the Reinsured during any period of seventy two (72) consecutive hours arising out of the same apparent purpose or cause. However, no such period of seventy two (72) consecutive hours may extend beyond the expiration of this Contract unless direct physical damage by an Act of Terrorism occurs prior to the expiration and within said period of seventy two (72) consecutive hours, nor shall any period of seventy two (72) consecutive hours commence prior to the attachment of this reinsurance.

B. As respects coverage provided in Section I of the Article entitled “Reinsurance Coverage”, Loss Occurrence shall be consistent with the determination of the Secretary of the Treasury of a Certified Act of Terrorism. As respects coverage provided in Section II of the Article entitled “Reinsurance Coverage”, all losses flowing from an apparently coordinated plan of attack shall be deemed a single Loss Occurrence even though they may be separate in time or space subject always to the above seventy two (72) hour period.

ARTICLE 7

NET RETAINED LINE

A. This Contract applies only to that portion of the exposure to loss from Acts of Terrorism on any Policy which the Reinsured retains net for its own