EXHIBIT 10.1 RETROCEDENT: PXRE Reinsurance Ltd., Hamilton, Bermuda RETROCESSIONAIRE: Select Reinsurance Ltd., Hamilton, Bermuda PERIOD: January 1st 2004 (the "Effective Date") to December 31st, 2004, both days inclusive. TYPE: Specific Retrocessional Quota Share CLASS: To indemnify the Retrocedent for 53% of all losses under the Amlin Syndicate #2001, 2004 Excess of Loss Reinsurance Transaction ("Business Covered") entered into between Amlin Syndicate 2001 and PXRE Reinsurance Ltd. TERRITORIAL SCOPE: Worldwide AGGREGATE LIMIT: 53% of the Aggregate Limit assumed by the Retrocedent under the Business Covered. RETROCESSIONAL PREMIUM: 53% of the premium due to the Retrocedent, which is expected to approximate $2.63 million. The Retrocedent shall pay four quarterly deposit premiums to the Retrocessionaire as follows: $660,000 payable at February 15th, 2004 $660,000 payable at April 1st, 2004 $660,000 payable at July 1st, 2004 $660,000 payable at October 1st, 2004 Such deposit premiums shall be remitted net of the Ceding Commission. CEDING COMMISSION: 22% of Retrocessional Premium. WORDING: To be mutually agreed by the Retrocedent and Retrocessionaire. COLLATERAL: The Retrocessionaire shall provide to the Retrocedent collateral in the form of either a) cash, b) investment grade bonds which have a minimum rating of not less than AA by S&P or Aa by Moody's, or c) hedge funds meeting the applicable 2002 Patriot Trust investment guidelines, the combined total of which shall have an Adjusted Collateral Value of USD $10.9 million. The determination of the Adjusted Collateral Value shall be the actual market value of the cash, investment grade bonds or hedge funds multiplied by the following factors: 1) For cash, 100%; 2) For investment grade bonds, 100%; 3) For hedge funds, 80% Such collateral (the "Pre-Loss Collateral") shall be deposited by the Retrocessionaire in the 2002 Patriot Trust upon execution of this Contract or completion of the revisions to the Patriot Trust and the change of Trustee, whichever is later but in no event later than May 1, 2004. Retrocedent acknowledges that is has reviewed the revisions to the Patriot Trust contemplated by Retrocessionaire, that they are acceptable in principle and that Retrocedent does not contemplate offering any other revisions. Both parties acknowledge that additional changes may be required by the new Trustee. Should the Adjusted Collateral Value fall below $10.9 million as of any calendar month end, the Retrocessionaire shall be required to deposit additional collateral with an Adjusted Collateral Value equivalent to the amount of the deficiency into The 2002 Patriot Trust within 5 business days of the date the Retrocessionaire becomes aware of such deficiency, but in no case later than 20 days after the end of the calendar month in which the deficiency exists. The Patriot Trust Agreement shall contain other provisions governing the collateral hereunder, including the right of Retrocessionaire to substitute collateral. PXRE Reinsurance Ltd Hamilton, Bermuda /s/ Robert P. Myron February 24, 2004 - --------------------------- ----------------- Signature Date Chief Financial Officer - --------------------------- Title Select Reinsurance Ltd. Hamilton, Bermuda /s/ Brant L. Kizer February 24, 2004 - --------------------------- ------------------ Signature Date Vice President - --------------------------- Title