AMERICAN FINANCIAL CORP
10-K, 1994-03-31
FIRE, MARINE & CASUALTY INSURANCE
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                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                    FORM 10-K

               Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


   For the Fiscal Year Ended                           Commission File
   December 31, 1993                                   No. 1-7361


                          AMERICAN FINANCIAL CORPORATION


   Incorporated under                                  IRS Employer I.D.
   the Laws of Ohio                                    No. 31-0624874

                  One East Fourth Street, Cincinnati, Ohio 45202
                                  (513) 579-2121

   Securities Registered Pursuant to Section 12(b) of the Act:
                                                       Name of Each Exchange
       Title of Each Class                             on which Registered
       Nonvoting Cumulative Preferred Stock:
         Series E, F and G                             Cincinnati and Pacific
       9-1/2% Debentures due April 22, 1999            Cincinnati and Pacific
       10% Debentures due October 20, 1999             Cincinnati and Pacific
       10% Debentures Series A due October 20, 1999    Cincinnati and Pacific
       12% Debentures due September 3, 1999            Cincinnati and Pacific
       12% Debentures Series A due September 3, 1999   Cincinnati and Pacific
       12% Debentures Series B due September 3, 1999   Cincinnati and Pacific
       12-1/4% Debentures due September 15, 2003       Cincinnati and Pacific
       13-1/2% Debentures due September 14, 2004       Cincinnati and Pacific
       13-1/2% Debentures Series A due September 14, 2004Cincinnati and Pacific

   Securities Registered Pursuant to Section 12(g) of the Act:  None

       Indicate by check mark whether the Registrant (1) has filed all reports
   required to be filed by Section 13 or 15(d) of the Securities Exchange Act
   of 1934 during the preceding 12 months, and (2) has been subject to such
   filing requirements for the past 90 days.  Yes  X    No    

       Indicate by check mark if disclosure of delinquent filers pursuant to
<PAGE>

   Item 405 of Regulation S-K is not contained herein, and need not be
   contained, to the best of registrant's knowledge, in definitive proxy or
   information statements incorporated by reference in Part III of this Form
   10-K or any amendment to this Form 10-K.  [X]

       As of March 1, 1994, there were 18,971,217 shares of Common Stock
   outstanding, all of which were privately owned.


                    Documents Incorporated by Reference:  None














































   <PAGE>
                          AMERICAN FINANCIAL CORPORATION

                              INDEX TO ANNUAL REPORT

                                   ON FORM 10-K
<PAGE>


   Part I                                                            Page
    Item  1 - Business: 
                      Introduction                                     1 
                      Great American Insurance Group                   2 
                      American Annuity Group and Great American
                        Life Insurance Company                        12 
                      American Premier                                16 
                      Chiquita Brands International                   20 
                      Great American Communications                   22 
                      General Cable                                   24 
                      Spelling Entertainment Group                    24 
                      Other Companies                                 24 
                      Investment Portfolio                            25 
                      Seasonality                                     26 
                      Competition                                     27 
                      Regulation                                      27 
     Item  2 - Properties                                             29 
     Item  3 - Legal Proceedings                                      30 
     Item  4 - Submission of Matters to a Vote of Security Holders     * 


   Part II
     Item  5 - Market for Registrant's Common Equity and Related
                       Stockholder Matters                            31 
     Item  6 - Selected Financial Data                                31 
     Item  7 - Management's Discussion and Analysis of Financial 
                 Condition and Results of Operations:
                        General                                       32 
                        Liquidity and Capital Resources               32 
                        Results of Operations                         38 
     Item  8 - Financial Statements and Supplementary Data            43 
     Item  9 - Changes in and Disagreements with Accountants on
                       Accounting and Financial Disclosure             * 


   Part III
     Item 10 - Directors and Executive Officers of the Registrant     44 
     Item 11 - Executive Compensation                                 45 
     Item 12 - Security Ownership of Certain Beneficial Owners
                 and Management                                       45 
     Item 13 - Certain Relationships and Related Transactions         45 


   Part IV
     Item 14 - Exhibits, Financial Statement Schedules and 
                       Reports on Form 8-K                            S-1



   * The response to this Item is "none".




   <PAGE>
                                      PART I

                                      ITEM 1

                                     Business

   Introduction
<PAGE>

            American Financial Corporation ("AFC") was incorporated as an Ohio
   Corporation in 1955.  Its address is One East Fourth Street, Cincinnati,
   Ohio, 45202; its phone number is (513) 579-2121.  Carl H. Lindner and
   certain members of the Lindner family own all of the outstanding common
   stock of AFC.

            AFC is a holding company operating through wholly-owned and
   majority-owned subsidiaries and other companies in which it holds
   significant minority ownership interests.  These companies operate in a
   variety of financial businesses, including property and casualty insurance,
   annuities, and portfolio investing.  In non-financial areas, these companies
   have substantial operations in the food products industry, television and
   radio station operations and industrial manufacturing.

            The following table shows AFC's percentage ownership of voting
   securities of the significant companies over the past several years:

                                         Ownership at December 31,     
                                       1993   1992   1991  1990   1989

   Great American Insurance Group      100%   100%   100%  100%   100%
   Great American Life Insurance
     Company                            (a)    (a)   100%  100%   100%
   American Annuity Group               80%    82%    39%   32%    32%
   American Premier Underwriters        41%    51%    50%+  42%    34%
    (formerly Penn Central Corporation)
   Chiquita Brands International        46%    46%    48%   54%    82%
   Great American Communications        20%    40%    40%   65%    62%
   General Cable (b)                    45%    45%     -     -      -
   Spelling Entertainment Group         (c)    48%    53%   53%    51%
    (formerly The Charter Company)

   (a)  Sold to American Annuity Group in December 1992.
   (b)  100%-owned by American Premier prior to spin-off in July 1992.
        Ownership percentage excludes shares held by American Premier for 
        future distribution aggregating 12%.
   (c)  Sold on March 31, 1993.
   (d)  Generally, companies have been included in AFC's consolidated financial
        statements when AFC's ownership of voting securities has exceeded 50%;
        for investments below that level but above 20%, AFC has accounted for
        the investments as investees. (See Note E to AFC's financial
        statements.)  

              The following summarizes the more significant changes in
   ownership percentages shown in the above table.

              American Annuity Group  American Annuity is the successor to STI
   Group, Inc., formerly known as Sprague Technologies, Inc. ("STI").  Between
   1990 and 1992, American Annuity disposed of substantially all of its
   operations and on December 31, 1992, purchased Great American Life Insurance
   Company ("GALIC") from Great American Insurance Company ("GAI").  In
   connection with the acquisition, GAI purchased 5.1 million shares of
   American Annuity's common stock pursuant to a cash tender offer and
   17.1 million additional shares directly from American Annuity.
   <PAGE>
              American Premier Underwriters  Between 1989 and 1991, American
   Premier repurchased and retired approximately 26 million shares of its
   common stock, resulting in AFC's ownership being increased.  During 1991,
   AFC purchased an additional 1.6 million shares of American Premier common. 
   In August 1993, American Financial Enterprises, Inc., an 83%-owned
   subsidiary of AFC, whose assets consist primarily of investments in American
   Annuity Group, American Premier and General Cable, sold 4.5 million shares
   of American Premier common stock in a secondary public offering.
<PAGE>

              Chiquita Brands International  In 1988 and 1990, Great American
   Communications sold 5.25 million and 2.2 million shares of Chiquita to
   Chiquita and an additional 5 million shares in a secondary public offering
   in 1990.  In 1990 and 1991, Chiquita sold 5.3 million and 5 million shares
   of its stock in public offerings.  Also in 1990, Chiquita issued 1.7 million
   shares upon conversion of debentures.

              Great American Communications  In 1991, GACC issued 21.6 million
   shares in connection with debt restructurings.  In December 1993, GACC
   completed a joint prepackaged plan of reorganization.  Under the terms of
   the restructuring, GACC's outstanding stock was reduced in a 1-for-300
   reverse split.  In the restructuring, AFC's previous holdings of GACC stock
   and debt were exchanged for 20% of the new common stock.

              General Cable  In July 1992, American Premier distributed to its
   shareholders approximately 88% of the stock of General Cable Corporation,
   which was formed to own certain of American Premier's manufacturing
   businesses.  American Premier retained the remaining shares of General Cable
   for distribution under American Premier's 1978 Plan of Reorganization and to
   reserve for potential option and convertible preference stock exercises. 
   AFC and its subsidiaries, excluding American Premier, received approximately
   45% of General Cable in the spin-off.  

              Spelling Entertainment Group  During 1992, The Charter Company
   issued 5.8 million shares of its common stock in a merger with Spelling
   Entertainment Inc., resulting in AFC's ownership of Charter being decreased
   below 50%.  Subsequent to the merger, Charter changed its name to Spelling
   Entertainment Group Inc. ("Spelling") to reflect the nature of its business. 
   In March 1993, AFC sold its common stock investment in Spelling to
   Blockbuster Entertainment Corporation.

   General

              The following discussion concerning AFC's businesses is
   organized along the lines of the major company investments as shown in the
   table above.  Reference to the table and to AFC's consolidated financial
   statements is recommended for a better understanding of this section and
   Item 6 - "Selected Financial Data".

   Great American Insurance Group

              AFC's primary insurance business is multi-line property and
   casualty insurance, headed by Great American Insurance Company ("GAI"). 
   Hereafter, GAI and its property and casualty insurance subsidiaries will be
   referred to collectively as "Great American".  They employ approximately
   3,300 persons.

              According to the most recent ranking published in "Best's
   Review", Great American was the 42nd largest among all property and casualty
   insurance groups operating in the United States on the basis of total net
   premiums written in 1992.  GAI is rated "A" (Excellent) by A.M. Best
   Company, Inc.  This rating is given to companies that "have a strong ability
   to meet their obligations to policyholders over a long period of time."
   <PAGE>
              On December 31, 1990, GAI sold its non-standard automobile
   insurance group ("NSA group") to American Premier.  The NSA group accounted
   for approximately one-fourth of Great American's earned premiums and had a
   1990 statutory combined ratio of 95.5%.  Data in this section includes the
   NSA Group for the periods it was owned by GAI.

              In February 1994, American Premier announced that it was
   considering a proposal from AFC to purchase GAI's personal lines business
   (primarily insurance of private passenger automobiles and residential
<PAGE>

   property) for $380 million.  These operations had earned premiums of $342
   million in 1993 and represented approximately 25% of the premiums earned by
   all of Great American's insurance operations.  GAI has estimated that the
   accident year statutory combined ratio for the personal lines business was
   about 99% in each of the last two years.  The purchase would include the
   transfer of a portfolio of principally investment grade securities with a
   market value of approximately $450 million.  GAI has estimated the net book
   value, based on generally accepted accounting principles ("GAAP"), of the
   business to be transferred would be approximately $200 million.

              Unless otherwise indicated, all tables concerning insurance are
   presented on the statutory basis prescribed by the National Association of
   Insurance Commis-sioners and each insurer's domiciliary state.  In general,
   this method results in lower capital surplus and net earnings than result
   from application of GAAP which are utilized in preparing the financial
   statements found elsewhere herein.  These differences include charging
   policy acquisition costs to expense as incurred rather than spreading the
   costs over the periods covered by the policies, requiring additional loss
   reserves, establishing valuation reserves for investments held by life
   insurance subsidiaries and charging to surplus certain assets, such as
   furniture and fixtures and agents' balances over 90 days old.

              The following table shows (in millions) the performance of Great
   American in various categories.  While financial data is reported on a
   statutory basis for insurance regulatory purposes, it is reported in
   accordance with GAAP for shareholder and other investment purposes.  
   <TABLE>
                                   1993     1992     1991     1990    1989
   <S>                           <C>      <C>      <C>      <C>     <C>   
   Statutory Basis
   Premiums Earned               $1,243   $1,220   $1,214   $1,635  $1,488
   Admitted Assets                3,882    3,760    3,893    3,644   3,847
   Unearned Premiums                562      517      514      521     559
   Loss and Loss Adjustment
     Expense Reserves             2,144    2,151    2,194    2,200   2,316
   Capital and Surplus              887      851      840      688     665

   GAAP Basis
   Premiums Earned               $1,241   $1,220   $1,197   $1,619  $1,474
   Total Assets                  5,340(*) 5,299(*)  4,518    4,438   4,517
   Unearned Premiums               675(*)   595(*)    506      512     552
   Loss and Loss Adjustment
     Expense Reserves            2,724(*) 2,670(*)  2,129    2,137   2,246
   Shareholder's Equity           1,434    1,439    1,261    1,270   1,148
   <FN>
   (*) Grossed up for reinsurance recoverables.  See "Loss and Loss Adjustment
       Expense Reserves".
   </TABLE>
   <PAGE>





   Underwriting

              The profitability of a property and casualty insurance company
   depends on two main areas of operation:  underwriting of insurance and
   investment of assets.  Underwriting profitability is measured by the
   combined ratio which is a sum of the ratio of underwriting expenses to
   premiums written and the ratio of losses and loss adjustment expenses to
   premiums earned.  When the combined ratio is under 100%, underwriting
   results are generally considered profitable; when the ratio is over 100%,
<PAGE>

   underwriting results are generally considered unprofitable.  The combined
   ratio does not reflect investment income, other income or federal income
   taxes.  The following table shows certain underwriting data of Great
   American (dollars in millions):
   <TABLE>
                                     1993     1992     1991    1990     1989
   <S>                             <C>      <C>      <C>     <C>      <C>   
   Premiums Written                $1,287   $1,224   $1,202  $1,712   $1,487
   Premiums Earned                  1,243    1,220    1,214   1,635    1,488

   Loss Ratio                       58.7%    59.3%     57.9%   62.4%    62.0%
   Loss Adjustment Expense Ratio     12.1     11.9     12.1    11.1     11.5
   Underwriting Expense Ratio        33.1     33.3     32.4    30.4     30.3
   Combined Ratio                   103.9    104.5    102.4   103.9    103.8
   Combined Ratio (after
     policyholders' dividends):
       Great American               103.9    105.0    103.2   104.8    104.7
       Industry (stock
         companies)(*)              110.3    116.1    109.1   109.1    109.3
   <FN>
   (*) Source:  Conning & Company, Property and Casualty Model and Forecast
       Service, March 1994.
   </TABLE>
              As shown in the table above, Great American's underwriting
   results, although not profitable, have been significantly better than the
   industry's.  Great American's results reflect an emphasis on writing
   commercial lines coverages of specialized niche products where company
   personnel are experts in particular lines of business.  During 1993,
   approximately half of Great American's premiums were written in these
   specialized niche product areas.  Great American's combined ratio (after
   policyholder dividends) for 1993 excluding its personal lines business
   (which may be sold to American Premier) was 104.7%.

              Certain natural disasters (hurricanes, tornados, forest fires,
   etc.) and other incidents of major loss (explosions, civil disorder, fires,
   etc.) are classified as catastrophes by industry associations.  Losses from
   these incidents are usually tracked separately from other business of
   insurers because of their sizable effects on overall operations.  Major
   catastrophes in recent years included flooding in the Midwest in 1993;
   Hurricanes Andrew and Iniki, Chicago flooding, and Los Angeles civil
   disorder in 1992; Oakland fires in 1991; and Hurricane Hugo and the San
   Francisco earthquake in 1989.  Total net losses to AFC's insurance
   operations from catastrophes were $26 million in 1993; $42 million in 1992;
   $22 million in 1991; $13 million in 1990; and $32 million in 1989.  These
   amounts are included in the tables herein.

              Insurance regulations in various states require prior approval
   of premium rate increases on approximately 85% of Great American's personal
   lines business.  The commercial business generally does not require prior
   approval, although a number of states impose some degree of review of
   commercial rates.  

   <PAGE>

              Information for the major classes of business written by Great
   American is as follows (dollars in millions).  Losses incurred and loss
   ratios exclude loss adjustment expenses.  Combined ratios are stated before
   policyholders' dividends.

                                   1993     1992     1991     1990    1989
   Auto Liability and Physical
    Damage (A)
     Premiums Written              $424     $397     $364     $820    $687
<PAGE>

     Premiums Earned                403      389      362      785     670
     Losses Incurred                249      259      187      504     423
     Loss Ratio                     61.8%    66.6%    51.5%    64.1%    63.1%
     Combined Ratio                103.4%   107.7%    92.2%   102.5%   101.6%

   Property and Multiple
    Peril (B)
     Premiums Written              $349     $329     $368     $387    $353
     Premiums Earned                337      347      378      374     351
     Losses Incurred                189      228      235      203     208
     Loss Ratio                     56.0%    65.6%    62.3%    54.3%    59.3%
     Combined Ratio                103.9%   117.3%   110.6%   102.4%   104.4%

   Workers' Compensation and
    Other Liability (C)
     Premiums Written              $340     $349     $349     $390    $352
     Premiums Earned                338      349      357      369     374
     Losses Incurred                216      173      235      267     252
     Loss Ratio                     64.2%    49.6%    65.7%    72.6%    67.4%
     Combined Ratio                108.6%    92.7%   109.9%   114.8%   111.6%

   All Other (D)
     Premiums Written              $174     $149     $121     $115    $ 95
     Premiums Earned                165      135      117      107      93
     Losses Incurred                 75       64       46       47      40
     Loss Ratio                     45.6%    47.6%    38.8%    43.9%    43.0%
     Combined Ratio                 95.3%    93.1%    82.0%    87.8%    92.6%

   (A)    Includes related bodily injury, property damage and physical damage.
            Unusually low Combined Ratio in 1991 generally reflects the effects
          of a  program to reduce exposure to certain commercial "bad risk"
          groups while retaining previous pricing, followed by reductions in
          pricing in later years.

   (B)    Includes extended coverage, tornado, windstorm, cyclone, hail on
          growing crops, personal multiple peril, riot and civil commotion,
          vandalism and malicious mischief, and sprinkler leakage and water
          damage.   Unusually high Combined Ratio in 1992 generally reflects
          the effects of Hurricanes Andrew and Iniki.

   (C)    Includes other bodily injury, property damage and directors and
          officers' liability.   Unusually low Combined Ratio in 1992 generally
          reflects reductions in redundant reserves on certain matured lines of
          commercial liability coverages written in the late 1980s.

   (D)    Includes accident and health, credit, burglary, glass, earthquake,
          aircraft physical damage and boiler and machinery.   Unusually low
          Combined Ratio in 1991 generally reflects especially good operations
          for the Inland Marine and Surety operations.


   <PAGE>


          The table above includes the results of GAI's personal lines business
   which AFC has proposed to sell to American Premier.  Information for this
   business for 1993 follows (dollars in millions):

                                 Automobile Homeowners    Other      Total
          Premiums Written             $250        $80      $21       $351
          Premiums Earned               242         79       21        342
          Losses Incurred               150         51        8        209
          Loss Ratio                  61.8%       64.7%    38.2%      61.1%
<PAGE>

          Combined Ratio             100.8%      111.3%    74.6%     101.6%

          The following table shows the ratio of net premiums written to
   policy-holders' surplus for Great American and the industry on a
   consolidated basis.  Increases in this ratio beyond the informal industry
   standard of 3:1 may cause insurance commissioners to require companies to
   reduce underwriting activities or obtain additional capitalization.

                                    1993     1992     1991      1990     1989

   Great American                   1.45     1.44     1.43      2.49     2.24
   Industry (stock companies) (*)   1.24     1.30     1.33      1.53     1.51

   (*)  Source:  Conning & Company, Property and Casualty Model and Forecast
                 Service, March 1994.

              Great American is represented by several thousand agents and
   brokers who are paid on a commission basis; most also represent other
   insurance companies.  The geographical distribution of direct premiums
   written in 1993 compared to 1989, before giving effect to reinsurance, was
   as follows (dollars in millions):

                                           1993                 1989       
              Location               Premiums      %       Premiums     %  

              California               $  216    13.6%       $  188   11.4%
              New York                    135     8.5            79    4.8 
              Connecticut                 114     7.2           112    6.8 
              New Jersey                   90     5.7            74    4.5 
              North Carolina               81     5.1            95    5.8 
              Pennsylvania                 78     4.9            40    2.4 
              Texas                        75     4.7            49    3.0 
              Florida                      68     4.3           103    6.3 
              Illinois                     56     3.5            69    4.2 
              Ohio                         56     3.5            63    3.8 
              Oklahoma                     53     3.3            85    5.2 
              Massachusetts                52     3.3            37    2.3 
              Michigan                     49     3.1            61    3.7 
              Maryland                     36     2.3             *     *  
              Washington                   35     2.2            32    2.0 
              Kentucky                     32     2.0             *     *  
              Georgia                       *      *             96    5.9 
              Virginia                      *      *             46    2.8 
              Tennessee                     *      *             37    2.3 
              All others, including
                foreign, each less
                than 2%                   359    22.8           375   22.8 

                                       $1,585   100.0%       $1,641  100.0%
              (*) Less than 2%.
   <PAGE>




              In 1988, a California ballot initiative, Proposition 103, was
   passed by a very small margin of voters.  The consumer-sponsored initiative
   sought to (i) increase rate regulation, (ii) mandate rate rollbacks and
   freezes for most lines of property and casualty insurance and (iii) make
   changes in antitrust laws applicable to the insurance industry.  The
   California Supreme Court upheld the validity of most of the major portions
   of the initiative but permitted insurers to seek exemptions from the rate
   rollback if such a rollback would not enable them to make a fair and
<PAGE>

   reasonable profit.  In 1991, the newly elected Insurance Commissioner of
   California promulgated a new set of regulations on rate rollbacks and prior
   approval of rates, replacing those adopted by the former Insurance
   Commissioner under Proposition 103.  Although these regulations are not
   finalized, there have been some company specific hearings and there are
   ongoing appellate proceedings challenging the regulations.  Great American
   has not received a notice of the Insurance Department's assessment of its
   rollback liability or a hearing date, although it is exploring settlement
   possibilities.  Since, at present, there is no finalized regulatory
   arrangement, Great American cannot determine the actual amount of the
   liability, if any, for a refund pursuant to the rollback provision of
   Proposition 103.  By its terms, Proposition 103 does not affect workers'
   compensation insurance.

   Loss and Loss Adjustment Expense Reserves

              The consolidated financial statements include the estimated
   liability for unpaid losses and loss adjustment expenses ("LAE") of Great
   American.  This liability represents estimates of the ultimate net cost of
   all unpaid losses and LAE and is determined by using case-basis evaluations
   and statistical projections.  These estimates are subject to the effects of
   claim amounts and frequency and are continually reviewed and adjusted as
   additional information becomes known.  In accordance with industry
   practices, such adjustments are reflected in current year operations.

              Increases in claim payments are caused by a number of factors
   that vary with the individual types of policies written.  Future costs of
   claims are projected based on historical trends adjusted for changes in
   underwriting standards, policy provisions, the anticipated effect of
   inflation and general economic trends.  These anticipated trends are
   monitored based on actual development and are reflected in estimates of
   ultimate claim costs.

              The liability for losses and LAE for certain long-term scheduled
   payments under workers' compensation, auto liability and other liability
   insurance has been discounted at rates ranging from 3.5% to 8%.  As a
   result, the total liability for losses and LAE at December 31, 1993, 1992
   and 1991 has been reduced by $56 million, $51 million and $51 million,
   respectively.

              The limits on risks retained vary by type of policy and risks in
   excess of certain retention limits are reinsured.  Each insurance company
   within the group establishes its own retention limits based on the
   individual company's surplus. 

              Generally, reserves for reinsurance and involuntary pools and
   associations are reflected in Great American's results at the amounts
   reported by those entities.






   <PAGE>
              The following table provides an analysis of changes in the
   liability for losses and LAE, net of reinsurance (and grossed up), over the
   past three years on a GAAP basis (in millions):
   <TABLE>
                                                     1993     1992    1991
              <S>                                  <C>      <C>     <C>   
              Balance at beginning of period       $2,123   $2,129  $2,137
<PAGE>

              Provision for losses and loss
                adjustment expenses occurring
                in the current year                   879      882     877
              Net decrease in provision for claims
                occurring in prior years               (3)     (14)    (29)
                                                      876      868     848
              Payments for losses and loss
                adjustment expenses occurring
                during:
                  Current year                       (320)    (313)   (298)
                  Prior years                        (566)    (561)   (558)
                                                     (886)    (874)   (856)

              Balance at end of period             $2,113   $2,123  $2,129

              Add back reinsurance recoverables (*)   611      547

              Unpaid losses and LAE included in
                Balance Sheet, gross of
                reinsurance                        $2,724   $2,670

              <FN>
              (*) New accounting rules effective in 1993 require that
                  insurance liabilities be reported without deducting
                  reinsurance amounts.  Balance Sheet amounts for 1992 have
                  been conformed to the 1993 presentation.
   </TABLE>
              Major components of the net decrease in the provision for claims
   occurring in prior years as reflected in the table above were as follows
   (dollars in millions):

   <TABLE>                                           1993     1992    1991
              <S>                                    <C>      <C>     <C> 
              Adjustment for reserve data reported
                by reinsureds and involuntary
                pools and associations                $62      $32     $30
              Adjustment for claim payments and
                anticipated claim payments in amounts
                less than previously anticipated      (70)     (47)     (60)
              Amortization of discount on certain 
                long-term reserves                      5        1       1

              Net decrease                           ($ 3)    ($14)   ($29)

              Net decrease as a percent of
                prior year's liability               (0.1%)  (0.7%)   (1.4%)

   </TABLE>





   <PAGE>

            The following table presents the development of the liability for
   losses and LAE, net of reinsurance, on a GAAP basis for the last ten years. 
   The top line of the table shows the estimated liability (in millions) for
   unpaid losses and LAE recorded at the balance sheet date for the indicated
   years.  The remainder of the table presents development as percentages of
   the estimated liability.  The development results from additional
   information and experience in subsequent years.  The middle line shows a
   cumulative deficiency (redundancy) which represents the aggregate percentage
<PAGE>

   increase (decrease) in the liability initially estimated.  The lower portion
   of the table indicates the cumulative amounts paid as of successive periods
   as a percentage of the original loss reserve liability.
   <TABLE>
   <CAPTION>
                            1983   1984   1985   1986   1987  1988   1989   1990
   <S>                          <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>  
   LIABILITY FOR UNPAID LOSSES
   AND LOSS ADJUSTMENT EXPENSES $1,094 $1,302 $1,605 $1,843 $2,024$2,209 $2,246 $2,137

   LIABILITY RE-ESTIMATED AS OF:
     ONE YEAR LATER            105.9% 108.2% 109.2% 102.7% 102.5%  99.8% 100.4%  98.6%
     TWO YEARS LATER           111.6% 120.5% 116.7% 107.3% 103.6% 100.0%  99.3%  97.7%
     THREE YEARS LATER         122.8% 126.2% 123.4% 109.7% 103.1%  99.7%  98.4%  97.4%
     FOUR YEARS LATER          126.8% 132.8% 129.9% 110.8% 102.5%  98.7%  98.2%
     FIVE YEARS LATER          131.6% 138.8% 132.3% 111.8% 102.6%  99.1%
     SIX YEARS LATER           136.9% 142.2% 134.8% 112.7% 103.5%
     SEVEN YEARS LATER         141.4% 145.5% 136.6% 115.3%
     EIGHT YEARS LATER         145.6% 148.1% 140.7%
     NINE YEARS LATER          148.4% 153.0%
     TEN YEARS LATER           153.5%

   CUMULATIVE DEFICIENCY
     (REDUNDANCY)               53.5%  53.0%  40.7%  15.3%   3.5% (0.9%) (1.8%) (2.6%)

   <CAPTION>
                                 1991   1992   1993
   <S>                          <C>    <C>    <C>  
   LIABILITY FOR UNPAID LOSSES
   AND LOSS ADJUSTMENT EXPENSES$2,129 $2,123 $2,113

   LIABILITY RE-ESTIMATED AS OF:
     ONE YEAR LATER             99.3%  99.9%
     TWO YEARS LATER            98.7%
     THREE YEARS LATER
     FOUR YEARS LATER
     FIVE YEARS LATER
     SIX YEARS LATER
     SEVEN YEARS LATER
     EIGHT YEARS LATER
     NINE YEARS LATER
     TEN YEARS LATER

   CUMULATIVE DEFICIENCY
     (REDUNDANCY)              (1.3%) (0.1%)    N/A

   <CAPTION>
   CUMULATIVE PAID AS OF:         1983   1984   1985   1986   1987  1988   1989   1990
   <S>                          <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>  
     ONE YEAR LATER             41.1%  44.8%  45.5%  33.0%  29.2%  29.4%  32.3%  26.1%
     TWO YEARS LATER            65.6%  68.3%  69.0%  52.5%  49.0%  48.6%  48.2%  43.2%
     THREE YEARS LATER          82.1%  87.0%  84.6%  67.7%  63.5%  59.8%  59.2%  55.3%
     FOUR YEARS LATER           94.9%  99.6%  96.6%  79.3%  72.2%  67.9%  67.6%
     FIVE YEARS LATER          103.8% 109.3% 106.4%  86.4%  78.5%  74.0%
   <PAGE>
     SIX YEARS LATER           110.9% 117.7% 112.4%  91.9%  83.6%
     SEVEN YEARS LATER         118.0% 123.3% 117.3%  96.1%
     EIGHT YEARS LATER         122.7% 127.9% 121.3%
     NINE YEARS LATER          127.0% 131.8%
     TEN YEARS LATER           131.1%

   <CAPTION>
   CUMULATIVE PAID AS OF:        1991   1992   1993
<PAGE>

   <S>                            <C>    <C>   <C> 
     ONE YEAR LATER             26.4%  26.7%
     TWO YEARS LATER            43.0%
     THREE YEARS LATER
     FOUR YEARS LATER
     FIVE YEARS LATER
     SIX YEARS LATER
     SEVEN YEARS LATER
     EIGHT YEARS LATER
     NINE YEARS LATER
     TEN YEARS LATER
   </TABLE>
               This table does not present accident or policy year development
   data.  Further-more, in evaluating the re-estimated liability and cumulative
   deficiency (redundancy), it should be noted that each percentage includes
   the effects of changes in amounts for prior periods.  For example, a
   deficiency related to losses settled in 1993, but incurred in 1983, would be
   included in the re-estimated liability and cumulative deficiency percentage
   for each of the years 1983 through 1992.  Conditions and trends that have
   affected development of the liability in the past may not necessarily exist
   in the future.  Accordingly, it may not be appropriate to extrapolate future
   redundancies or deficiencies based on this table.

            Management believes that Great American's development is similar
   to that of companies with similar mixes of business.  The adverse
   development in earlier years in the table above was partially caused by the
   effect of higher than projected inflation on medical, hospitalization,
   material, repair and replacement costs.  Additionally, changes in the legal
   environment have influenced the development patterns over the past ten 
   years.  Two significant changes in the early to mid-1980s were the trend
   towards an adverse litigious climate and the change from contributory to
   comparative negligence.

            The adverse litigious climate is evidenced by an increase in
   lawsuits and damage awards, changes in judicial interpretation of legal
   liability and of the scope of policy coverage, and a lengthening of time it
   takes to settle cases.  In addition, a trend has developed in the manner and
   timeliness of first claim notices.  Historically, the first notification of
   claim came directly from the claimant; in recent years, however, there has
   been a gradual increase in the number of notifications in the form of direct
   legal action.  Not only has this notification been less timely, it has been
   more adversarial in nature.

              The change in rules of negligence governing tort claims has also
   influenced the loss development trend.  During the early to mid-1980s, most
   states changed from contributory to comparative negligence rules.  When
   contributory negligence rules control, a plaintiff seeking damages is barred
   from recovering damages for a loss if it can be demonstrated that the
   plaintiff's own negligence contributed in any way to the cause of the
   injury.

              When comparative negligence rules control, a plaintiff's
   negligence is no longer a bar to recovery.  Instead, the degree of
   plaintiff's negligence is compared to the negligence of any other party. 
   <PAGE>
   Generally, if the plaintiff's negligence is 50% or less of the cause of the
   injury, the plaintiff can recover damages, but in an amount reduced by the
   portion of damage attributable to the plaintiff's own negligence.

              Many claims which would have been successfully defended under
   contributory negligence rules now result in an award of damages or a
   settlement during suit under the comparative negligence rules.
<PAGE>

              The differences between the liability for losses and LAE
   reported in the annual statements filed with the state insurance departments
   in accordance with statutory accounting principles ("SAP") and that reported
   in the accompanying consolidated financial statements in accordance with
   GAAP at December 31, 1993, are as follows (in millions):

   Liability reported on a SAP basis                            $2,144

     Additional discounting of GAAP reserves in excess
       of the statutory limitation for SAP reserves                (11)
     Estimated salvage and subrogation recoveries recorded on
       a cash basis for SAP and on an accrual basis for GAAP        (1)
     Reinsurance reserve included in other liabilities             (19)
     Reinsurance recoverables                                      611

   Liability reported on a GAAP basis                           $2,724

   Environmental

              Property and casualty insurers have experienced a significant
   increase in the number of claims and legal actions related to hazardous
   products and environmental pollution.  Ensuing litigation extends to issues
   of when the loss occurred and what policies provide coverage, what claims
   are covered, extent of coverage, whether there is an insured obligation to
   defend and other policy provisions.  To date, court decisions have been
   inconsistent on several coverage issues; these issues are not likely to be
   resolved in the near future.

              Great American's liability for loss and loss adjustment expenses
   includes amounts for various liability coverages related to environmental
   and hazardous product claims.  Establishing reserves for those types of
   claims is subject to uncertainties that are greater than those represented
   by other types of claims.  Factors contributing to those uncertainties
   include a lack of historical data, long reporting delays, uncertainty as to
   the number and identity of insureds with potential exposure and the extent
   and timing of any such contractual liability.  Management believes that its
   reserves are adequate to cover the claims reported.

              Although Great American establishes reserves for reported
   environmental claims, it does not establish reserves for unreported claims
   and related litigation expenses because such amounts cannot be reasonably
   estimated.  Although future results may be adversely affected, management
   does not believe any such effect is likely to be material to AFC's financial
   condition or results of operations.

              Following is an analysis (in millions) of net reported
   environmental pollution and hazardous products claims for those subsidiaries
   capable of retrieving such data.  These companies accounted for over 95% of
   AFC's insurance claims and reserves at December 31, 1993.
                                                  1993     1992      1991
                  Reserves at beginning of year  $51.2    $51.3     $40.0
                  Incurred losses and LAE         18.5     25.8      28.0
                  Paid losses and LAE            (24.6)   (25.9)   (16.7)
                  Reserves at end of year        $45.1    $51.2     $51.3
   <PAGE>

              Figures above do not include asbestos abatement and underground
   storage tank coverage written by certain AFC subsidiaries in recent years. 
   The table above includes exposures where Great American has been held liable
   for coverage on general liability policies written years ago where
   environmental coverage was not intended.  In contrast, asbestos abatement
   and underground storage tank coverage is written with the intent of covering
   environmental-related losses.  Net loss reserves on this coverage totaled
<PAGE>

   $53 million, $51 million and $42 million at December 31, 1993, 1992 and
   1991, respectively.

   Reinsurance

              In accordance with industry practice, Great American reinsures a
   portion of its business with other insurance companies and assumes
   reinsurance from other insurers.  Ceding reinsurance permits diversification
   of risks and limits maximum loss arising from large or unusually hazardous
   risks or a localized catastrophe.  Although reinsurance does not legally
   discharge the original insurer from primary liability, risks that are
   reinsured are, in practice, treated as though they were transferred to the
   reinsurers.

              Reinsurance is provided on one of two bases:  the facultative
   basis or the treaty basis.  Facultative reinsurance is generally provided on
   a risk by risk basis.  Individual risks are ceded and assumed based on an
   offer and acceptance of risk by each party to the transaction.  Treaty
   reinsurance provides for risks to be automatically ceded and assumed
   according to contract provisions.

              In addition to various facultative reinsurance coverages, GAI
   has current treaty reinsurance programs which generally provide for
   retention maximums.  For workers' compensation policies, the retention
   maximum is $5 million per loss occurrence with reinsurance coverage for the
   next $45 million.  For all other casualty policies, the retention maximum is
   $5 million per loss occurrence with reinsurance coverage for the next $15
   million.  For property coverages, the retention is $5 million per risk with
   reinsurance coverage for the next $25 million; for catastrophe coverage on
   property risks, the retention is $20 million with reinsurance covering 89%
   of the next $110 million in losses.  Contracts relating to reinsurance are
   subject to periodic renegotiation and no assurance can be given concerning
   the future terms of such reinsurance.

              Great American's major reinsurers include American Re-Insurance
   Company, Employers Reinsurance Corporation, General Reinsurance, Mitsui
   Marine and Fire Insurance Company, Ltd. and Taisho Marine & Fire Insurance
   Company.  Great American regularly monitors the financial strength of its
   reinsurers.  This process periodically results in the transfer of risks to
   more financially stable reinsurers.  Management believes that its present
   group of reinsurers is financially sound.  However, market conditions over
   the past few years have forced many reinsurers into financial difficulties
   or liquidation proceedings.  At December 31, 1993, Great American had an
   allowance of approximately $56 million for doubtful collection of
   reinsurance recoverables.  The collectibility of a reinsurance balance is
   based upon the financial condition of a reinsurer as well as individual
   claim considerations.  Included in "recoverables from reinsurers and prepaid
   reinsurance premiums" were $80 million on paid losses and LAE and
   $611 million on unpaid losses and LAE at December 31, 1993.






   <PAGE>
              Premiums written for reinsurance ceded and assumed are presented
   in the following table (in millions):

                                           1993   1992    1991   1990    1989

              Reinsurance ceded            $422   $328    $284   $219    $214
              Reinsurance assumed:
<PAGE>

                From companies under 
                  management contract        63     17       8      8       6
                Other, primarily non-voluntary
                  pools and associations     61     71      55     71      54


   Investment Results

              The following table, prepared on a GAAP basis, shows the
   performance of Great American's investment portfolio, excluding equity
   investments in affiliates (dollars in millions):

                                           1993   1992    1991   1990    1989

   Average Cash and Investments at Cost  $2,822 $2,743  $2,538 $2,445  $2,300
   Investment Income                        205    222     217    236     245
   Net Realized Gains (Losses)               77    (56)     14     29       9
   Credit (Provision) for Impairment on
     Investments                            (2)     32    (33)    (69)   (22)
   Percentage Earned:
     Excluding Realized Gains (Losses) (A) 7.3%    8.1%   8.5%    9.7%  10.7%
     Including Realized Gains (Losses) (A)10.0%    6.1%   9.1%   10.9%  11.0%
     Including Realized Gains (Losses)
       and Credit (Provision) for
       Impairment on Investments          10.0%    7.3%   7.8%    8.0%  10.1%
   Increase (Decrease) in Unrealized
     Gains on Marketable Securities
     (Net of Realized Gains)                $68    $61  ($110)   ($41)   $103

   (A) Excludes provision for losses on investments.

   American Annuity Group and Great American Life Insurance Company

              Data in this section relating to the period following the sale
   of GALIC to STI generally has been taken from the 1993 Form 10-K of American
   Annuity.

   General

              American Annuity is a holding company whose only significant
   asset is the capital stock of GALIC which it acquired from GAI on December
   31, 1992.  GALIC is engaged principally in the sale of tax-deferred
   annuities to employees of qualified not-for-profit organizations.  GALIC is
   currently rated "A" (Excellent) by A.M. Best.  American Annuity and GALIC
   employ approximately 440 persons.  


              The following table (in millions) presents information
   concerning GALIC on a GAAP basis, unless otherwise noted.
   <TABLE>
                                       1993    1992    1991     1990     1989
   <S>                               <C>     <C>     <C>      <C>      <C>   
   Total Assets (A)                  $4,883  $4,436  $4,686   $3,847   $3,285
   Annuity Policyholders' Funds
     Accumulated                      4,257   3,974   3,727    3,398    2,913
   <PAGE>
   GAAP Stockholders' Equity            520     418     358      355      277
   Statutory Basis:
     Capital and Surplus                251     216     219      192      103
     Asset Valuation Reserve (B)(C)      70      71     112       10      124
     Interest Maintenance Reserve (C)    36      17      -        -        - 

   Interest on Annuity Policy-
<PAGE>

     holders' Funds                     229     242     258      240      222

   Annuity Receipts:
     Flexible Premium:
       First Year                      $ 49    $ 48    $ 67     $ 73     $ 72
       Renewal                          223     232     240      220      204
                                        272     280     307      293      276
     Single Premium                     128      80     153      238       91
       Total Annuity Receipts          $400    $360    $460     $531     $367
   <FN>
   (A)        Includes the following amounts for securities purchased in
              December and paid for in the subsequent year: 1993 - $68 million;
              1992 - $0.2 million; 1991 - $557 million; 1990 - $46 million and
              1989 - $50 million.

   (B)        For years prior to 1992, amounts reflect the Mandatory Securities
              Valuation Reserve.

   (C)        Allocation of surplus for statutory reporting purposes.

   </TABLE>
   Annuity Products

              Annuities are long-term retirement savings plans that benefit
   from interest accruing on a tax-deferred basis.  Certain employees of
   educational institutions and other not-for-profit groups are eligible to
   save for retirement through contributions made on a before-tax basis to
   purchase annuities.  Contributions are made at the discretion of the
   participants, generally through payroll deductions.  Federal income taxes
   are not payable on contributions or earnings until amounts are withdrawn.  

              GALIC's principal products are Flexible Premium Deferred
   Annuities ("FPDAs") and Single Premium Deferred Annuities ("SPDAs").  FPDAs
   are characterized by premium payments that are flexible in amount and timing
   as determined by the policyholder.  SPDAs require a one-time lump sum
   premium payment.  Since January 1, 1988, approximately three-fourths of
   GALIC's SPDA receipts have resulted from rollovers of tax-deferred funds
   previously maintained by policyholders with other insurers.  In 1993, FPDAs
   accounted for approximately two-thirds of GALIC's total annuity receipts,
   with SPDAs accounting for the remainder.

              Annuity contracts can be either variable rate or fixed rate. 
   With a variable rate annuity, the rate at which interest is credited to the
   contract is tied to an underlying securities portfolio or other performance
   index.  With a fixed rate annuity, an interest crediting rate is set by the
   issuer, periodically reviewed by the issuer, and changed from time to time
   as determined to be appropriate.  GALIC has issued only fixed rate annuities
   and its products offer minimum interest rate guarantees of 3% to 4%.

              All of GALIC's annuity policies permit GALIC to change the
   crediting rate at any time (subject to the minimum guaranteed interest
   rate).  In determining the frequency and extent of changes in the crediting
   rate, GALIC takes into account the profitability of its annuity business and
   the relative competitive position of its products.  The average rate being

   <PAGE>
   credited on funds held by GALIC was approximately 5.3%, 6.2% and 7.2% at
   December 31, 1993, 1992 and 1991, respectively.

              GALIC seeks to maintain a desired spread between the yield on
   its investment portfolio and the rate it credits to its policies.  GALIC
   accomplishes this by (i) offering flexible crediting rates, (ii) designing
   annuity products that encourage persistency and (iii) maintaining an
<PAGE>

   appropriate matching of assets and liabilities.  Such incentives typically
   take the form of "two-tier" annuities which, in general, reward persistency
   by offering higher effective interest rates or lower "upfront" fees to
   policyholders who annuitize than are offered on prematurely withdrawn funds.

              Over the past five years, the annual persistency rate of GALIC's
   annuity products has averaged 92%.  Policyholders maintain access to their
   funds without incurring penalties through a provision in the contract which
   allows policy loans.

              At December 31, 1993, GALIC had approximately 230,000 annuity
   policies in force, nearly all of which were individual contracts.  GALIC's
   policyholders are employees of over 8,300 institutions nationwide.  Of the
   $4.3 billion in total statutory reserves held by GALIC as of December 31,
   1993, approximately 95% were attributable to policies in the accumulation
   phase.  Annuity surrender payments represented 6.9%, 7.8% and 9.4%, of
   average statutory reserves in 1993, 1992 and 1991, respectively.

   Marketing and Distribution

              GALIC markets its annuities principally to employees of
   educational institutions in the kindergarten through high school segment. 
   GALIC's management believes that this market segment is attractive because
   of the growth potential and persistency rate it has demonstrated.  In 1993,
   written premiums from this market segment represented 90% of GALIC's total
   tax-qualified premiums, with sales of annuities to other not-for-profit
   groups accounting for the balance.

              GALIC markets its annuity products through approximately 55
   managing general agents ("MGAs") who, in turn, direct more than 1,000 
   actively producing independent agents.  GALIC has developed its business
   since 1980 on the basis of its relationships with MGAs and independent
   agents primarily through a consistent marketing approach and responsive
   service.

              GALIC is licensed to sell its products in all states (except
   Kansas and New York) and the District of Columbia.  The geographical
   distribution of GALIC's annuity premiums written in 1993 compared to 1989
   was as follows (dollars in millions):
                                            1993               1989      
              Location                Premiums     %     Premiums     %  

              California                 $ 87    21.8%      $ 98    26.7%
              Florida                      39     9.8         22     6.0 
              Michigan                     34     8.5         39    10.6 
              Massachusetts                32     8.0         30     8.2 
              New Jersey                   22     5.5         27     7.4 
              Ohio                         22     5.5          *      *  
              Connecticut                  21     5.2         31     8.4 
              Illinois                     13     3.3         10     2.7 
              North Carolina               13     3.3          *      *  
              Texas                        13     3.3         12     3.3 
              Washington                   10     2.4         10     2.7 
              Rhode Island                  9     2.2         12     3.3 

   <PAGE>
              All others, each less
                than 2%                    85    21.2         76    20.7 

                                         $400   100.0%      $367   100.0%

              (*) Less than 2%.
<PAGE>

              Sales of annuities are affected by many factors, including: (i)
   competitive rates and products; (ii) the general level of interest rates;
   (iii) the favorable tax treatment of annuities; (iv) commissions paid to
   agents; (v) services offered; (vi) ratings from independent insurance rating
   agencies; and (vii) general economic conditions.

   Investment Results

              GALIC's annuity products are structured to generate a stable
   flow of investable funds.  GALIC earns a spread by investing these funds at
   an investment earnings rate in excess of the crediting rate payable to its
   policyholders.

              Investments comprise approximately 96% of GALIC's assets and are
   the principal source of its income.  The following table shows the
   performance of GALIC's investment portfolio, excluding equity investments in
   affiliates (dollars in millions):
                                           1993   1992    1991   1990    1989

   Average Cash and Investments at Cost  $4,455 $4,078  $3,828 $3,278  $2,796
   Investment Income                        358    334     340    304     295
   Net Realized Gains (Losses)               35     27       4    (32)   (13)
   Credit (Provision) for Impairment on
     Investments                            -      -        51    (23)   (47)
   Percentage Earned:
     Excluding Realized Gains (Losses) (A) 8.0%    8.2%   8.9%    9.3%  10.5%
     Including Realized Gains (Losses) (A) 8.8%    8.9%   9.0%    8.3%  10.1%
     Including Realized Gains (Losses)
       and Credit (Provision) for 
       Impairment on Investments           8.8%    8.9%  10.4%    7.6%   8.4%
   Increase (Decrease) in Unrealized
     Gains on Marketable Securities
     (Net of Realized Gains)                $58    $51     $22   ($27)     $7

   (A) Excludes provision for losses on investments.

   American Premier

              Data in this section generally has been taken from the 1993 Form
   10-K of American Premier.

              American Premier's principal operations are conducted by a group
   of insurance subsidiaries which write non-standard automobile insurance and
   workers' compensation coverage.  In March 1994, American Premier changed its
   name from The Penn Central Corporation to reflect its identity as a property
   and casualty insurance company.  American Premier employs approximately
   5,400 persons.

   Insurance

              American Premier acquired Republic Indemnity Company of America
   in March 1989.  Republic writes workers' compensation and employers'
   liability insurance coverage in California.  In addition to highly
   regulating the industry, the State of California establishes minimum premium
   levels and is a major competitor in providing coverage.  Republic
   <PAGE>
   successfully competes by emphasizing service to customers and brokers. 
   Management believes that Republic Indemnity's record and reputation for
   paying relatively high policyholder dividends have enhanced its competitive
   position.  Republic reported a statutory combined ratio (after
   policyholders' dividends) of 88.1% for 1993.

              American Premier purchased Great American's non-standard
<PAGE>

   automobile insurance companies on December 31, 1990, and Leader National
   Insurance Company in May 1993.  These companies (collectively the "NSA
   Group") write auto insurance coverage for physical damage and personal
   liability for (i) individuals perceived to be higher than normal risks due
   to factors such as age, prior driving violations, occupation or type of
   vehicle driven, or (ii) those who have been cancelled or rejected by another
   insurance company.  Because of the risk, such policies are issued at greater
   than normal premiums.  The NSA Group has been successful in profitably
   underwriting this specialty insurance niche, reporting a statutory combined
   ratio of 96.9% in 1993.

              In February 1994, American Premier announced that it was
   considering a proposal to purchase GAI's personal lines insurance business
   for $380 million.  Refer to Item 1 - "Great American Insurance Group" for a
   discussion of these operations.

              Unless otherwise indicated, data in this section is presented on
   the statutory basis prescribed by the NAIC and each insurer's domiciliary
   state.  

              The profitability of a property and casualty insurance company
   depends on both the underwriting of insurance and investment of assets. 
   When the combined ratio is under 100%, underwriting results are generally
   considered profitable; conversely, a ratio over 100% generally indicates
   unprofitable underwriting results.  The statutory ratios for the major
   classes of business written by American Premier's Insurance Group are as
   follows.
   <TABLE>
                                                     1993   1992    1991
              <S>                                   <C>    <C>     <C>  
              Workers' Compensation
                Loss and Loss Adjustment
                  Expense Ratio                      59.0%  69.1%  66.5%
                Underwriting Expense Ratio           15.4%  16.0%  16.2%
                Policyholder Dividend Ratio          13.7%  11.6%  17.7%
                Combined Ratio                       88.1%  96.7% 100.4%

                Industry Combined Ratio (*)         111.5% 121.5% 122.6%

              Non-standard Automobile
                Loss and Loss Adjustment
                  Expense Ratio                      72.5%  69.7%  70.5%
                Underwriting Expense Ratio           24.4%  26.1%  26.5%
                Combined Ratio                       96.9%  95.8%  97.0%

                Industry Combined Ratio (*)         102.0% 102.0% 104.7%
   <FN>
          (*) Source:   Best's Insurance Management Reports, Property/Casualty
                        Supplement (January 3, 1994); 1993 is an estimate.  The
                        combined ratio for non-standard automobile represents
                        the private passenger automobile insurance industry. 
                        While there is no reliable regularly published combined
                        ratio data for the non-standard automobile industry,
                        American Premier believes such a ratio would be lower

   <PAGE>
                        than the private passenger automobile industry average
                        shown above.
   </TABLE>
          Republic's favorable loss and expense ratio record has been
   attributable to strict underwriting standards, loss control services, a
   disciplined claims philosophy and expense containment.  These factors, as
   well as Republic's favorable reputation with insureds for paying
<PAGE>

   policyholder dividends, have contributed to a high policy renewal rate. 
   From 1991 through 1993, the percentage of Republic's policies renewed
   increased from 73% to 84% and the percentage of premiums represented by
   policy renewals increased from 77% to 89% of the premiums eligible for
   renewal.

          The NSA Group has achieved underwriting profits over the past several
   years as a result of refinement of various risk profiles, thereby dividing
   the consumer market into more defined segments which can either be excluded
   from coverage or surcharged adequately.  Effective cost control measures,
   both in the underwriting and claims handling areas, have further contributed
   to the underwriting profitability of the NSA Group.  In addition, the NSA
   Group generally writes policies of short duration, allowing more frequent
   evaluation of the rates on individual risks.

              American Premier's Insurance Group writes business throughout
   the United States.  The geographical distribution of gross premiums written
   in 1993 compared to 1992, was as follows (dollars in millions):

                                               1993               1992      
                                        Premiums     %      Premiums    %  
                 Workers' Compensation
                   California               $469  100.0%        $402  100.0%

                 Non-standard Automobile
                   Florida                  $121   13.3%        $132   19.8%
                   Georgia                   111    12.2          91   13.7
                   Texas                      96    10.6          37    5.6
                   California                 54     5.9          52    7.9
                   Arizona                    54     5.9          39    5.9
                   Tennessee                  41     4.6          31    4.7
                   Alabama                    34     3.8          27    4.1
                   Connecticut                33     3.7          23    3.5
                   Missouri                   31     3.4          15    2.2
                   Indiana                    29     3.2          23    3.4
                   All others                304    33.4         194   29.2
                                            $908  100.0%        $664  100.0%

              The withdrawal from the Southern California market by several
   large workers' compensation carriers due to continuing underwriting losses
   contributed to Republic's 1993 premium growth.

              The NSA Group attributes its premium growth in recent years
   primarily to the overall growth in the non-standard market, entry into new
   states, increased market penetration in its existing states and the 1993
   purchase of Leader National.  The non-standard market has experienced
   significant growth in recent years as standard insurers have become more
   restrictive in the types of risks they will write.

   Loss and Loss Adjustment Expense Reserves

              The following table provides an analysis of changes in American
   Premier's liability for losses and LAE, net of reinsurance (and grossed up),
   over the past three years on a GAAP basis (in millions):

   <PAGE>

   <TABLE>

                                                        1993   1992   1991
                 <S>                                    <C>    <C>    <C> 
                 Balance at beginning of period         $764   $664   $602
<PAGE>

                 Provision for losses and loss adjustment
                   expenses occurring in the current year914    707    601
                 Net decrease in provision for claims 
                   occurring in prior years(*)           (58)   (20)   (22)
                                                         856    687    579
                 Reserves of subsidiaries purchased       54     -      - 

                 Payments for losses and loss adjustment
                   expenses occurring during:
                     Current year                       (413)  (295)  (258)
                     Prior years                        (345)  (292)  (259)
                                                        (758)  (587)  (517)

                 Balance at end of period               $916   $764   $664

                 Add back reinsurance recoverables        45

                 Unpaid losses and LAE, gross of
                   reinsurance                          $961
   <FN>
                 (*) Represents adjustments for claim payments and anticipated
                     claim payments in amounts less than previously
                     anticipated.  The decrease in the provision for claims
                     occurring in prior years as a percent of prior year's
                     liability was 7.6% in 1993, 3.0% in 1992 and 3.5% in 1991.
   </TABLE>
           The following table presents the development of American Premier's
   liability for losses and LAE (in millions), net of reinsurance, on a GAAP
   basis since 1989 (the year American Premier acquired its first insurance
   subsidiary).  

                                          1989   1990   1991   1992    1993
              Liability for Unpaid Losses
              and Loss Adjustment Expenses$369   $602   $664   $764    $916

              Liability Re-estimated as of:
                One year later            97.0%  96.5%  97.0%  92.4%
                Two years later           89.7%  93.0%  93.4%
                Three years later         85.7%  91.0%
                Four years later          85.5%

              Cumulative Redundancy      (14.5%)( 9.0%)( 6.6%)( 7.6%)  N/A

              Cumulative Paid as of:
                One year later            19.5%  43.0%  44.1%  40.6%
                Two years later           49.1%  64.4%  64.5%
                Three years later         64.6%  75.2%
                Four years later          71.4%

   Other

              In December 1992, American Premier announced its intention to
   pursue the sale of all of its non-insurance operating businesses.  The sale
   of these businesses is intended to further implement American Premier's
   strategy of concentrating on its property and casualty businesses.

   <PAGE>
              In August 1993, American Premier sold its defense services
   operations for approximately $94 million in cash, subject to post-closing
   working capital adjustments.  In May and November 1993, American Premier
   sold securities of investees in public offerings for approximately $178
   million in cash.  At December 31, 1993, the aggregate book value of
   businesses remaining to be sold was $36.1 million.
<PAGE>

   Chiquita Brands International 

              Data in this section generally has been taken from the 1993 Form
   10-K of Chiquita.

              Chiquita is a leading international marketer, processor and
   producer of quality fresh and processed food products.  Chiquita employs
   approximately 45,000 persons in its continuing operations, 39,000 of whom
   are employed in Central and South America.  In recent years, the Company has
   capitalized on its "Chiquita" and other premium brand names by building on
   its worldwide leadership position in the marketing, distribution and
   sourcing of bananas; by expanding its quality fresh fruit and vegetable
   operations; and by further developing its business in value-added processed
   foods.  

              Chiquita's fresh foods products include:

              *  Bananas, grapefruit, kiwi, mangos and pineapples sold under
                 the "Chiquita" brand name;

              *  Bananas, citrus and other quality fresh fruit including
                 apples, grapes, papaya, peaches, pears, plums, strawberries
                 and tomatoes sold under the "Consul," "Chico," "Amigo,"
                 "Frupac" and other brand names; and

              *  A wide variety of fresh vegetables including asparagus,
                 beans, broccoli, carrots, celery, lettuce, onions and
                 potatoes sold under the "Premium" and various other brand
                 names.

              The core of Chiquita's fresh foods operations is the marketing,
   distribution and sourcing of bananas.  Approximately 60% of Chiquita's
   consolidated net sales comes from the sale of bananas.

              Chiquita's sales of bananas in 1993 in its principal markets, as
   a percent of its total banana revenues, were: Europe, 45%; North America,
   34%; and Other (principally the Far East and Middle East), 21%.  Chiquita
   has generally been able to obtain a premium price for its bananas due to its
   <PAGE>
   reputation for quality and its innovative marketing techniques.  

              Chiquita has a greater number and geographic diversity of
   sources of bananas than any of its competitors.  During 1993, approximately
   30% of all bananas sold by Chiquita were sourced from Panama.  Bananas were
   also sourced from Colombia, Costa Rica, Guatemala, Honduras, Mexico and the
   Philippines.  Approximately two-thirds of the bananas sourced by Chiquita
   were produced by subsidiaries and the remainder were purchased under
   arrangements from suppliers.  Chiquita's low concentration of sources in
   individual producing locations reduces its overall risk of business
   interruption from localized weather conditions and crop disease as well as
   from political changes.

              Transportation expenses comprise approximately one-fourth of the
   total costs incurred by Chiquita in its sale of tropical fruit.  Chiquita
   ships its tropical fruit in vessels it owns or charters.  All of Chiquita's
   <PAGE>
   tropical fruit shipments into the North American market are delivered using
   pallets or containers that minimize damage to the product by eliminating the
   need to handle individual boxes.  As a result of a multi-year investment
   program, now nearly completed, and the elimination of a substantial amount
   of chartered ship capacity under its restructuring program, Chiquita now
   owns or controls through long-term lease approximately 60% of its aggregate
   shipping capacity.  Most of the remaining capacity is operated under
<PAGE>

   contractual arrangements having terms of three years or less.  Chiquita also
   operates loading and unloading facilities which it owns or leases in Central
   and South America and various ports of destination.

              Chiquita's processed foods products include:

              *  Fruit and vegetable juices and other processed fruits and
                 vegetables, including banana puree, marketed under the
                 "Chiquita," "Friday" and other brands;

              *  Wet and dry salads sold under the "Club Chef" and "Chef
                 Classic" brands; and

              *  Margarine, shortening and other consumer packaged foods sold
                 under the "Numar," "Clover" and various regional brand names.

              Chiquita's branded juices are available throughout most of the
   United States and are manufactured by others to the Company's
   specifications.  Chiquita also sells banana puree, sliced bananas and other
   specialty banana products to producers of baby food, fruit beverages and
   baked goods and to others.  Chiquita manufactures and markets shortening,
   margarine and vegetable oil products primarily in Costa Rica and Honduras
   from oil palm grown on the Company's plantations located in these countries. 
   Chiquita owns one of the largest private-label vegetable processors in the
   U.S. which markets a full line of over twenty-five types of processed
   vegetables to retail and food service customers throughout the U.S. and
   other countries.

              During the fourth quarter of 1992, after evaluation of
   reorganization plans announced earlier that year and completion of other
   preparatory actions, Chiquita adopted a plan of disposal for its Meat
   Division operations.  Pursuant to the plan, Chiquita sold a component of its
   Meat Division in December 1992 and has made significant progress since,
   including: (i) successful ongoing cost reduction efforts resulting in
   breakeven operating results for 1993; (ii) progress toward obtaining
   substantial cost reductions relating to retiree medical costs; (iii) grants
   of subsidies and concessions from state and local governments; (iv) stand
   alone working capital financing; and (v) sale of the Division's specialty
   meat operations in February 1994 for approximately $50 million in cash.  
   Chiquita expects to complete the divestures of these operations by the end
   of 1994.

              Chiquita's Meat Division is engaged in the processing and
   marketing primarily of fresh pork and processed meat products which are sold
   principally in the U.S. and for export to Japan, Mexico, Canada and other
   Central American and Pacific Rim countries.  

              The operations of the Meat Division involve supplying a
   consistent quality product to a broad market, including large food chains. 
   Profit margins in the fresh meat business are low, and the availability of
   adequate supplies and cost of livestock is significant to the profitability
   of the Meat Division's fresh meat operations.



   <PAGE>
   Great American Communications

              Data in this section generally has been taken from the 1993 Form
   10-K of GACC.

              GACC is engaged in the ownership and operation of television and
   radio stations; its operations are conducted through Great American
<PAGE>

   Television and Radio Company, Inc. ("GATR").  At December 31, 1993, GATR and
   its subsidiaries employed approximately 1,300 full-time employees and 250
   part-time employees.  

              Following its acquisition of Taft Broadcasting in 1987, GACC was
   highly leveraged.  In the ensuing years, GACC restructured substantial
   amounts of its debt and sold assets to meet debt maturities.  However, the
   downturn in the per-formance and values of the TV and radio businesses
   caused GACC's cash flow from operations to be insufficient to meet all of
   its obligations as they came due.

              In December 1993, GACC completed a comprehensive financial
   restructuring which included a joint prepackaged plan of reorganization
   under Chapter 11 of the Bankruptcy Code for GACC and two of its non-
   operating subsidiaries.  GACC also negotiated a new credit facility with its
   bank lenders.  Through the reorgani-zation, GACC reduced its total
   outstanding debt and preferred stock from $910 million to $433 million and
   lowered its annual fixed charges (interest and preferred stock dividends)
   from more than $94 million to approximately $41 million.

              Under GACC's restructuring, AFC exchanged its investment in GACC
   stock and debt for approximately 2.3 million shares of new GACC common
   stock.  In addition, AFC contributed $7.5 million of new capital to GACC in
   exchange for additional common stock and 14% notes.  At December 31, 1993,
   AFC owned 20% of GACC's voting common stock; AFC's Chairman owned an
   additional 12% of the stock.

              At December 31, 1993, GATR owned and/or operated six network-
   affiliated television stations, twelve FM radio stations and five AM radio
   stations.  The following tables give the location, network affiliation and
   market information for these stations.
   <TABLE>
   <CAPTION>
                                Television Stations   

                                                            Station Rank(A)      Cable 
        Market and     TV HomesStation and  Network         Adults  Commercial    Sub- 
     National Market    in DMA  First Year  Affili-   Market  Aged Stations in scriber-
        Rank (A)        (000's)   Owned      ation    Share  25-54    Market     ship  
                                                                   VHF     UHF
   <S>                  <C>    <C>          <C>      <C>     <C>   <C>     <C>  <C>    
   Tampa, FL       15     1,384 WTSP  1985    ABC       3      3    3       6     67%  
   Phoenix, AZ     20     1,097 KSAZ* 1985    CBS     1 Tie  2 Tie  4       4     53%  
   Cincinnati, OH  30       770 WKRC  1949    ABC       3    1 Tie  3       2     58%  
   Kansas City, MO 31       768 WDAF  1964    NBC       3    2 Tie  3       3     60%  
   Greensboro/
     Highpoint, NC 48       538 WGHP  1991    ABC     2 Tie  2 Tie  3       4     58%  
   Birmingham, AL  51       522 WBRC  1957    ABC       1      1    2       3     62%  
   <FN>
    *  Formerly KTSP
   (A) Rankings are based on TV households in Designated Market Area ("DMA"),
       6:00 a.m. to 2:00 a.m., Sunday-Saturday.
   </TABLE>
       The source of all television stations' market information is the Nielsen
   Station Index, November 1993.
   <PAGE>

   <TABLE>
   <CAPTION>
                                   Radio Stations

       Market and         Metro    Station and                     Rank In     Stations
    National Market    Population   First Year   Format          Targeted      In  
<PAGE>

          Rank (A)       (000's)       Owned       (B)   Market  Audience    Market
   FM
   <S>             <C>   <C>       <C>           <C>     <C>       <C>        <C>  
   Detroit, MI       6    3,643     WRIF  1987*    AOR   13 Tie      2         30  
   Atlanta, GA      12    2,682     WKLS  1985     AOR      8        3         19  
   Phoenix, AZ      21    1,880     KSLX  1992      CR     16        7         26  
   Tampa, FL        22    1,869     WXTB  1989     AOR      2        1         24  
   Denver, CO       24    1,637     KBPI  1990**   AOR    9 Tie      3         33  
   Cincinnati, OH   25    1,529     WKRQ  1947**   CHR      3        3         24  
   Portland, OR     26    1,512     KKRZ  1984     CHR      3        2         25  
   Milwaukee, WI    28    1,342     WLZR  1987*    AOR      4        2         26  
   Sacramento, CA   29    1,340     KSEG  1988      CR      6        5         25  
   Sacramento, CA   29    1,340     KRXQ      ***  AOR    8 Tie      2         25  
   Kansas City, MO  30    1,338     KYYS  1964     AOR     11        6         25  
   Columbus, OH     34    1,197     WLVQ  1954     AOR      5        1         23  

   AM
   Phoenix, AZ      21    1,880     KOPA  1992      CR     (C)      (C)        26  
   Portland, OR     26    1,512     KEX   1984      AC      2        5         25  
   Milwaukee, WI    28    1,342     WLZR  1987*    AOR     (C)      (C)        26  
   Kansas City, MO  30    1,338     WDAF  1964       C      1        9         25  
   Columbus, OH     34    1,197     WTVN  1954      AC      2        3         23  
   <FN>
   *    Under agreement for sale as of March 1, 1994.
   **   An agreement in principal has been reached for the sale of KBPI in Denver and 
        the acquisition of WWNK-FM in Cincinnati.  The transaction is pending execution
        of a definitive agreement and is subject to the approval of the FCC.
   ***  Operated under a local marketing arrangement as of December 31, 1993;
        under agreement for purchase as of March 1, 1994.

   (A)  Rankings are based on Arbitron Radio Report services, generally for all persons aged
        12 and over and for all hours of the week except overnight.
   (B)  AOR -         Album Oriented Rock  C    -              Country                
        AC  -         Adult Contemporary   CHR  -              Contemporary Hit Radio 
                                           CR   -              Classic Rock           
   (C)  Separate rating not meaningful.  These stations are operated in conjunction with the
        related FM station.
   </TABLE>

       Substantially all of GATR's broadcast revenues come from the sale of
   advertising time to local and national advertisers.  Local advertisements
   are sold by each station's sales personnel and national spots are sold by
   independent national sales representatives.

       GATR's television stations receive a significant portion of their
   programming from their respective networks; the networks sell commercial
   advertising time within such programming.  The competitive position of the
   stations is directly affected by viewer acceptance of network programs.  In
   recent years, the national audience shares obtained by the networks have
   declined as a result of increased competition from cable television networks
   and other competing program sources.  As of 1991, these declines began to
   diminish and it is expected that significant declines will not occur during
   the next several years.  The non-network programs broadcast by the stations
   are either produced by the stations or acquired from other sources.  Locally
   originated programs include a wide range of show types such as
   entertainment, news, sports, public affairs and religious programs.
   <PAGE>
       Because most radio programming originates locally, network affiliation
   has little effect upon the station's competitive position within the market. 
   GATR's AM radio stations offer their listeners a wide range of programs
   including news, music, discussion, commentary and sports.  GATR's FM radio
   stations offer primarily album oriented rock, classic rock and contemporary
   hit music programming, designed to appeal to a more youthful audience.
<PAGE>

       Federal Communication Commission ("FCC") rules permitting ownership of
   two FM and/or two AM radio stations in certain markets (a "duopoly") have
   created opportunities for GATR to increase advertising revenues and may
   reduce operating expenses.  GATR expects in the near future to purchase,
   sell or exchange radio stations in order to take advantage of the
   considerable operating opportunities presented from the duopoly rules.

   General Cable

       Data in this section generally has been taken from the 1993 Form 10-K
   of General Cable.

       General Cable Corporation was formed in 1992 to hold American Premier's
   wire and cable and heavy equipment manufacturing businesses.  In July 1992,
   American Premier distributed approximately 88% of all the outstanding shares
   of General Cable common stock to American Premier shareholders.  In February
   1994, General Cable sold the equipment manufacturing businesses in order to
   concentrate on the wire and cable business.  General Cable employs
   approximately 4,600 persons.

       General Cable is comprised of (i) the Electrical Group which
   manufactures and sells electrical wire and cable for industrial, commercial
   and residential uses; (ii) the Telecommunications & Electronics Group which
   manufacturers and markets telecommunications and electronic wire and cable
   for a variety of voice and data communications applications; and (iii) the
   Consumer Products Group which manufactures and sells wire and cable products
   to consumers and original equipment manufacturers.  

   Spelling Entertainment Group  

       AFC was engaged in the distribution and production of filmed
   entertainment programming through its subsidiary Spelling Entertainment
   Group.  In March 1993, AFC sold its common stock investment in Spelling to
   Blockbuster Entertainment Corporation in exchange for 7.6 million shares of
   Blockbuster common stock and warrants to purchase an additional two million
   Blockbuster shares at $25 per share.

   Other Companies

              Through subsidiaries, AFC is engaged in a variety of other
   businesses, including The Golf Center at Kings Island (golf and tennis
   facility) and Provident Travel Agency, both in the Greater Cincinnati area; 
   <PAGE>
   commercial real estate operations in Cincinnati (offices and hotel),
   Louisiana (hotel), Florida (resort) and Massachusetts (resort) and
   apartments in Alabama, Florida, Kentucky, Louisiana, Minnesota, Oklahoma and
   Texas; and Financial World Magazine.  These operations employ approximately
   500 full-time employees.

              In October 1993, AFC sold its insurance brokerage operation,
   American Business Insurance, Inc., to Acordia, Inc., an Indianapolis-based
   insurance broker.  In the sale, AFC received approximately $50 million in
   cash, 800,000 shares of Acordia common stock and warrants to purchase an
   additional 1.5 million Acordia shares at $25 per share.

   <PAGE>
              AFC was engaged in the theme park business through its wholly-
   owned subsidiary, Kings Island, one of the top ten theme parks in the United
   States based on attendance.  In October 1992, AFC sold Kings Island to an
   unaffiliated party for approximately $210 million in cash.  

   Investment Portfolio
<PAGE>

   General

              A breakdown of AFC's December 31, 1993, investment portfolio by
   business segment follows (excluding investment in equity securities of
   investee corporations) (in millions).  
   <TABLE>
                                                                       Total
                                                      Carrying Value                     Market
                                                P&C   Annuity  Other    Total       Value
   <S>                                        <C>     <C>      <C>     <C>         <C>   
   Cash and Short-term Investments            $   85   $   62    $21   $  168      $  168
   Bonds and Redeemable
     Preferred Stocks                          1,948    4,186      4    6,138       6,309
   Other Stocks, Options
     and Warrants                                300       26     13      339         339
   Loans Receivable                              185      421     25      631         631(*)
   Real Estate and Other Investments              96       30     14      140         140(*)
                                              $2,614   $4,725    $77   $7,416      $7,587
   <FN>
   (*) Carrying value used since market values are not readily available.
   </TABLE>
                 The following tables present the percentage distribution and
   yields of AFC's investment portfolio (excluding investment in equity
   securities of investee corporations) as reflected in its financial
   statements.  
   <TABLE>
                                                  1993     1992   1991     1990    1989
   <S>                                            <C>      <C>   <C>      <C>     <C>  
   Cash and Short-term Investments                 2.3%     9.3%  15.3%    13.0%   12.1%
   Bonds and Redeemable Preferred Stocks:
     U.S. Government and Agencies                  2.8      5.7    5.3      8.5     6.4
     State and Municipal                            .8       .6     .6      2.6     2.1
     Public Utilities                             10.2      8.5   10.7     13.2     8.6
     Collateralized Mortgage Obligations          24.7     22.9   20.8     16.0    17.8
     Corporate and Other                          41.1     33.9   31.8     22.6    24.9
     Redeemable Preferred Stocks                   1.3       .8     .3       .5     1.1
                                                  80.9     72.4   69.5     63.4    60.9
     Net Unrealized Gain on above items
       Available for Sale                          1.8       .8     -        -       - 
                                                  82.7     73.2   69.5     63.4    60.9
   Other Stocks, Options and Warrants              4.6      2.6    3.2      7.5    10.3
   Loans Receivable                                8.5     12.9    9.9     12.1    13.4
   Real Estate and Other Investments               1.9      2.0    2.1      4.0     3.3
                                                 100.0%   100.0% 100.0%   100.0%  100.0%


   Yield on Fixed Income Securities (A):
     Excluding realized gains and losses           8.0%     8.8%   9.5%    10.3%   11.3%
     Including realized gains and losses           8.7%     9.8%   9.0%     8.0%   10.7%

   Yield on Stocks (A):
     Excluding realized gains and losses           4.4%     6.4%   2.2%     6.7%    5.0%
     Including realized gains and losses          16.9%    15.5%  29.7%    15.9%    9.7%


   <PAGE>
   Yield on Investments (B):
     Excluding realized gains and losses (A)       7.9%     8.7%   9.2%    10.1%   10.7%
     Including realized gains and losses (A)       9.0%    10.0%  10.0%     8.6%   10.6%
     Including realized gains and losses and
       provisions for losses on investments        9.0%    10.0%   9.4%     6.6%    8.6%
   <FN>
   (A)       Excludes provision for losses on investments.  
<PAGE>

   (B)       Excludes "Real Estate and Other Investments".
   </TABLE>
                 Unlike most insurance groups which have portfolios that are
   invested heavily in tax-exempt bonds, AFC has historically invested
   substantial amounts in taxable corporate bonds.  In addition, AFC has
   generally followed a practice of concentrating its investments in a
   relatively limited number of issues rather than maintaining relatively
   limited positions in a larger number of issues, although this practice has
   moderated in recent years.

              The NAIC assigns quality ratings to publicly traded as well as
   privately placed securities.  These ratings range from Class 1 (highest
   quality) to Class 6 (lowest quality).  The following table shows AFC's bonds
   and redeemable preferred stocks, by NAIC designation (and comparable
   Standard & Poor's Corporation rating) as of December 31, 1993 (dollars in
   millions).
   <TABLE>
                                                           % of
     NAIC           Amortized                   Market    Total
     Rating  Comparable S&P Rating                Cost    Value    Market
   <S>       <C>                                <C>      <C>        <C>  
       1     AAA, AA, A                         $3,537   $3,704       59%
       2     BBB                                 2,172    2,267       36 
                  Total investment grade         5,709    5,971       95 
       3     BB                                    222      233        4 
       4     B                                      74       92        1 
       5     CCC, CC, C                            -          8        * 
       6     D                                     -          5        * 
                  Total non-investment grade       296      338        5 

                  Total                         $6,005   $6,309      100%
   <FN>
   (*)less than 1%
   </TABLE>
              Risks inherent in connection with fixed income securities
   include loss upon default and market price volatility.  Factors which can
   affect the market price of securities include: credit worthiness, changes in
   interest rates and economic growth, fewer market makers and investors,
   defaults by major issuers of securities and public concern about
   concentrations in certain types of securities by institutions.

              AFC's primary investment objective for bonds and redeemable
   preferred stocks is interest and dividend income rather than realization of
   capital gains.  AFC invests in bonds and redeemable preferred stocks that
   have primarily short-term and intermediate-term maturities.  This practice
   allows additional flexibility in reacting to fluctuations of interest rates. 

              AFC's practice permits concentration of attention on a
   relatively limited number of companies in relatively few industries,
   principally insurance, utilities, financial services, food products, energy
   and communications.  Some of the investments, because of their size, may not
   be as readily marketable as the typical small investment position. 
   Alternatively, a large equity position may be attractive to persons seeking
   to control or influence the policies of a company and AFC's concentration in
   a relatively small number of companies and industries may permit it to
   <PAGE>
   identify investments with above average potential to increase in value. 
   This concentration of size is less prominent in fixed income security
   investments than in equity investments.

   Seasonality

              The operations of certain of AFC's business segments are
<PAGE>

   seasonal in nature.  While insurance premiums are recognized on a relatively
   level basis, claim losses related to adverse weather (snow, hail, flooding,
   hurricanes, tornados, etc.) may be seasonal.  The banana portion of the food
   products segment is affected by variations in consumer demand based on the
   availability of other fruits.  The resulting seasonal pricing generally
   produces the strongest period during the first six months of the year. 
   Television broadcast revenues tend to be higher in the second and fourth
   quarters.  

   Competition

              Most areas of AFC's operations are highly competitive, with
   competition coming from a variety of sources, many of which are larger and
   have financial resources greater than AFC or its subsidiaries.

              The Insurance Groups and GALIC compete with other insurers
   primarily in service and price.  Since they sell policies through
   independent agents, they must also compete for agents.  Such competition is
   based on service to policyholders and agents, product design, commissions
   and profit sharing.  No single insurer dominates the marketplace. 
   Competitors include individual insurers and insurance groups of varying
   sizes, some of which are mutual companies possessing competitive advantages
   in that all their profits inure to their policyholders, and many of which
   possess financial resources in excess of those available to the Insurance
   Groups and GALIC.  In a broader sense, GALIC competes for retirement savings
   with a variety of financial institutions offering a full range of financial
   services.

              Chiquita's principal competitors consist of a limited number of
   large international companies.  In order to compete successfully, Chiquita
   must be able to source bananas of uniformly high quality and distribute them
   in worldwide markets on a timely basis.  Chiquita believes that it sells
   more bananas than any of its competitors, accounting for approximately one-
   fourth of all bananas imported into its principal markets throughout the
   world.

              GACC's television and radio stations compete for revenues with
   other stations in their respective signal coverage areas as well as with all
   other advertising media.  The broadcast stations also compete for audience
   with other forms of home entertainment, such as cable television, pay
   television systems of various types and home video and audio recordings.

              General Cable's electrical group competes against numerous
   building wire suppliers.  General Cable believes it is one of the three
   leaders in this market, each of which has at least a 20% market share.  Its
   telecommunications and electronics group is in a highly competitive market
   which is dominated by AT&T Technologies, Inc.

   Regulation

              AFC's insurance subsidiaries are regulated under the insurance
   and insurance holding company laws of their states of domicile and other
   states in which they operate.  These laws, in general, require approval of
   the particular insurance regulators prior to certain actions by the
   insurance companies, such as the payment of dividends in excess of statutory
   <PAGE>
   limitations and certain transactions and continuing service arrangements
   with affiliates.  Regulation and supervision of each insurance subsidiary is
   administered by a state insurance commissioner who has broad statutory
   powers with respect to the granting and revoking of licenses, approvals of
   premium rates, forms of insurance contracts and types and amounts of
   business which may be conducted in light of the policyholders' surplus of
   the particular company.  AFC's largest insurance subsidiaries, GAI and
<PAGE>

   GALIC, are Ohio domiciled insurers.  State insurance departments conduct
   periodic financial examinations of insurance companies, with GAI's and
   GALIC's most recent such examinations being as of December 31, 1990. 
   Insurance departments also perform market conduct examinations to determine
   compliance with rate and form filings and to monitor treatment of 
   policyholders and claimants.  State insurance laws also regulate the
   character of each insurance company's investments, reinsurance and security
   deposits.  The statutes of most states provide for the filing of premium
   rate schedules and other information with the insurance commissioner, either
   directly or through rating organizations, and the commissioner generally has
   powers to disapprove such filings or make changes to the rates if they are
   found to be excessive, inadequate or unfairly discriminatory.  The
   determination of rates is based on various factors, including loss and loss
   adjustment expense experience.

              The National Association of Insurance Commissioners ("NAIC") is
   an organization which is comprised of the chief insurance regulator for each
   of the 50 states and the District of Columbia.  In 1990, the NAIC began an
   accreditation program to ensure that states have adequate procedures in
   place for effective insurance regulation, especially with respect to
   financial solvency.  The accreditation program requires that a state meet
   specific minimum standards in over 15 regulatory areas to be considered for
   accreditation.  The accreditation program is an ongoing process and once
   accredited, a state must enact any new or modified standards approved by the
   NAIC within two years following adoption.  As of December 1993, 32 states
   were accredited, including Ohio.

              In December 1993, the NAIC adopted the Risk Based Capital For
   Insurers Model Act which applies to both life and property and casualty
   companies.  The risk-based capital formulas determine the amount of capital
   that an insurance company needs to ensure that it has an acceptably low
   expectation of becoming financially impaired.  The act provides for
   increasing levels of regulatory intervention as the ratio of an insurer's
   total adjusted capital and surplus decreases relative to its risk-based
   capital, culminating with mandatory control of the operations of the insurer
   by the domiciliary insurance department at the so-called "mandatory control
   level".  The risk-based capital formulas became effective in 1993 for life
   companies and will become effective with the filing of the 1994 Annual
   Statement for property and casualty companies.  Based on the 1993 results of
   AFC's insurance companies, all such companies are adequately capitalized.

              The NAIC's state accreditation criteria require that a state
   adopt the NAIC model law governing extraordinary dividends or a law
   substantially similar to the model.  The current NAIC model for
   extraordinary dividends requires prior regulatory approval of any dividend
   that exceeds the "lesser of" 10% of statutory surplus or 100% of the prior
   year's net income (net gain from operations for life insurance companies),
   subject in either case to the existence of sufficient earned statutory 
   surplus from which such dividends may be paid.  The NAIC has adopted a
   variety of alternative provisions which may be considered "substantially
   similar" to its model, one of which includes the "greater of" rather than
   "lesser of" standard with other restrictions.  In October 1993, Ohio revised
   its dividend law to adopt one of the alternatives.  The maximum amount of
   dividends which may be paid without (i) prior approval or (ii) expiration of
   a 30 day waiting period without disapproval is the greater of statutory net
   <PAGE>
   income or 10% of policyholders' surplus as of the preceding December 31, but
   only to the extent of earned surplus as of the preceding December 31.  The
   Ohio Insurance Department has broad discretion to limit the payment of
   dividends by insurance companies domiciled in Ohio.

              The NAIC has been considering the adoption of a model investment
   law for several years.  The current projection for adoption of a model law
<PAGE>

   is the end of 1994, at the earliest.  It is not yet determined whether the
   model law would be added to the NAIC accreditation standards so that
   consideration of the model for adoption in states would be required for the
   achievement or continuation of any state's accreditation.  It is not
   possible to predict the impact of these activities on AFC's insurance
   subsidiaries.

              There can be no assurance that existing insurance-related laws
   and regulations will not become more restrictive in the future and thereby
   have a material adverse effect on the operations of AFC's insurance
   subsidiaries and on their ability to pay dividends.

              Chiquita is subject to a variety of governmental regulations in
   certain countries where it sources and markets its products, including
   import quotas and tariffs, currency exchange controls and taxes.  In July
   1993, the European Union ("EU") implemented a new quota effectively
   restricting the volume of Latin American bananas imported into the EU to
   approximately 80% of prior levels.  Challenges to the quota and many matters
   regarding implementation and administration of the quota remain to be
   resolved.  In May 1993, the principles underlying the new regulation that
   discriminate against Latin American banana exporting countries were ruled
   illegal under the General Agreement on Tariffs and Trade ("GATT") by a GATT
   dispute settlement panel.  In January 1994, a GATT dispute settlement panel
   ruled on a second lawsuit against the current EU regulation in favor of the
   Latin American countries.  GATT rulings in favor of the Latin American
   countries could result in an increase in the total volume of Latin American
   bananas, including banana volume of Chiquita, which could be imported under
   the quota.  However, there can be no assurance that the EU will comply, or
   the manner in which it would comply, with such rulings.

              GACC's television and radio broadcasting operations are subject
   to the jurisdiction of the FCC.  FCC regulations govern issuance, term,
   renewal, transfer and cross-ownership of licenses which are necessary for
   operation of television and radio stations.


                                      ITEM 2

                                    Properties

              AFC and subsidiaries own several buildings located in downtown
   Cincinnati, Ohio.  These buildings are situated on one block of land owned
   by AFC and contain approximately 570,000 square feet of commercial and
   office space, one-half of which is occupied by AFC and affiliates.

              GAI and its subsidiaries own office and storage facilities in
   Cincinnati, Dallas, Tulsa and Oklahoma City.  In addition, Great American
   leases approximately 204,000 square feet of space for its home office in a 
   <PAGE>
   downtown Cincinnati building under leases expiring in 1994 thru 1997.  Great
   American also leases office space in approximately 75 cities throughout the
   United States for its regional and service offices.

              In connection with the acquisition of a majority ownership of
   American Annuity by AFC, American Annuity relocated its corporate offices to
   <PAGE>
   Cincinnati where it leases approximately 100,000 square feet.  In addition,
   American Annuity leases office space totaling approximately 60,000 square
   feet in Los Angeles under a lease which expires in December 1994 and is not
   expected to be renewed.  American Annuity also owns approximately 650,000
   square feet and leases approximately 150,000 square feet of manufacturing
   facilities related to its discontinued operations.  American Annuity is
   actively engaged in efforts to sell these remaining facilities or extend
<PAGE>

   existing leases on the properties.

              American Premier's insurance subsidiaries lease an aggregate of
   approximately 360,000 square feet in nine cities under leases with
   expirations ranging from 1994 to 2001.

              Chiquita owns about three-fourths of the 178,000 acres (located
   primarily in Central America) that it uses for its banana and oil palm
   operations.  In addition, Chiquita owns power plants, packing stations,
   warehouses, irrigation systems and loading and unloading facilities. 
   Chiquita owns, controls under bareboat leases or uses under time-charter
   agreements over 40 ocean-going refrigerated vessels.

              GACC owns all of its television station studios and buildings
   and all but one of its transmission sites.  GACC owns three of its radio
   studios and buildings, four of its FM transmission sites and all but one of
   its AM transmission sites.

              General Cable operates 22 manufacturing facilities in the United
   States.  Four-fifths of those facilities, consisting of 4.1 million square
   feet, are owned.  In addition, General Cable owns its Northern Kentucky
   headquarters building, consisting of 66,000 square feet of office space and
   100,000 square feet of warehouse capacity.

              AFC and its subsidiaries own approximately 600 acres northeast
   of Cincinnati on which are located The Golf Center at Kings Island and a
   campground.


                                      ITEM 3

                                Legal Proceedings

              AFC and its subsidiaries are involved in various litigation,
   most of which arose in the ordinary course of business.  Except for the
   following, management believes that none of the litigation meets the
   threshold for disclosure under this Item.

              For several years AFC had an ownership interest of less than 50%
   in Mission Insurance Group, Inc.  That company experienced financial
   difficulties culminating in bankruptcy and receivership proceedings in 1985
   and 1986.  AFC wrote off its investment in Mission in 1986 and sold its
   ownership position in 1987.  Under the receivership proceedings, the
   Insurance Commissioner of California sued numerous reinsurers who had done
   business with Mission's insurance subsidiaries in two suits brought in
   Superior Court, Los Angeles County, California, styled Insurance
   Commissioner of the State of California v. Mission Insurance Company and
   Gillespie v. Abeille-Paix et al.  During 1989, AFC, Carl H. Lindner and
   Ronald F. Walker ("AFC Defendants"), along with other directors of Mission 
   <PAGE>
   ("Mission Directors"), were added as cross-defendants to that litigation by
   both the Commissioner and the reinsurance companies.  The trials began in
   late 1991 and continue as of March 1, 1994.  The Commissioner's
   cross-complaint against the AFC Defendants and the Mission Directors alleges
   breach of fiduciary duty and seeks indemnity in the event the reinsurers are
   <PAGE>
   not required to pay as a result of any finding of fraud, negligence or
   breach of duty.  The actions brought by the reinsurers against the AFC
   Defendants and Mission Directors were dismissed.  The Commissioner has
   entered into a Partial Settlement Agreement (which became final in 1990)
   with the AFC Defendants and certain of the Mission Directors ("Settling
   Parties").  The settlement provides that the Commissioner release the
   Settling Parties from all claims except that the Settling Parties may still
<PAGE>

   be liable in the event that the Commissioner does not recover the full
   amount sought from the reinsurers and it is determined that such failure to
   recover resulted from misconduct by one or more Settling Parties.  The
   liability of any Settling Party must be determined on an individual
   comparative fault basis.  The Settling Parties have denied all material
   allegations.  Management believes there is little likelihood that this
   litigation will have a material impact on AFC's financial statements.

                                     PART II

                                      ITEM 5

      Market for Registrant's Common Equity and Related Stockholder Matters

              Not applicable - Registrant's Common Stock is owned by fewer
   than 20 share-holders.  See the Consolidated Financial Statements for
   information regarding dividends.
                                      ITEM 6

                             Selected Financial Data

              The following table sets forth certain data for the periods
   indicated (dollars in millions).  
   <TABLE>
   <CAPTION>
                                  1993        1992       1991       1990        1989
   Operations Statement Data:
   <S>                                <C>         <C>        <C>        <C>         <C>    
   Total Revenues                     $ 2,721     $ 3,929    $ 5,219    $ 7,761     $ 7,038
   Earnings (Loss) From 
     Continuing Operations
     Before Income Taxes                  262        (145)       119         49          39
   Earnings (Loss) From:
     Continuing Operations                225        (162)        56         (9)         (5)
     Discontinued Operations               -           -          16          3           8
     Extraordinary Items                   (5)         -          -          28          - 
     Cumulative Effect of
       Accounting Change                   -           85         -          -           - 
   Net Earnings (Loss)                    220         (77)        72         22           3

   Ratio of Earnings to
     Fixed Charges (A)                   2.62        2.15       1.54       1.12         .96
   Ratio of Earnings to
     Fixed Charges and
     Preferred Dividends (A)             2.26        1.94       1.42       1.06         .90

   Balance Sheet Data:
   Total Assets                       $10,077     $12,389    $12,057    $11,500     $10,770
   Long-term Debt:
     Parent Company                       572         557        559        558         555
     Subsidiaries                         482       1,452      1,549      2,432       2,249
   Capital Subject to
     Mandatory Redemption                  49          28         82         77          88
   Other Capital                          537         280        262        256         333
   <PAGE>
   <FN>
   (A)        Fixed charges are computed on a "total enterprise" basis.  For
              purposes of calculating the ratios, "earnings" have been
              computed by adding to pretax earnings (excluding discontinued
              operations) the fixed charges and the minority interest in
              earnings of subsidiaries having fixed charges and deducting
              (adding) the undistributed equity in earnings (losses) of
              investees.  Fixed charges include interest (excluding interest
<PAGE>

              on annuity policyholders' funds), amortization of debt discount
              and expense, preferred dividend requirements of subsidiaries and
              a portion of rental expense deemed to be representative of the
              interest factor.

              Earnings exceeded fixed charges by $267 million in 1993, $269
              million in 1992, $163 million in 1991 and $54 million in 1990. 
              Earnings exceeded fixed charges and preferred dividends by $241
              million, $243 million, $138 million and $29 million in the same
              periods.  Fixed charges exceeded earnings by $16 million in
              1989; fixed charges plus preferred dividends exceeded earnings
              by $46 million in 1989.
   </TABLE>
                                      ITEM 7

                       Management's Discussion and Analysis
                 of Financial Condition and Results of Operations
   GENERAL

              Following is a discussion and analysis of the financial
   statements and other statistical data that management believes will enhance
   the understanding of AFC's financial condition and results of operations. 
   This discussion should be read in conjunction with the financial statements
   beginning on page F-1.

              AFC is organized as a holding company with almost all of its
   operations being conducted by subsidiaries and investees.  The parent
   corporation, however, has continuing expenditures for administrative
   expenses and corporate services and, most importantly, for the payment of
   principal and interest on borrowings and redemption of and dividends on AFC
   Preferred Stock.  Therefore, certain analyses are best done on a parent only
   basis while others are best done on a total enterprise basis.  In addition,
   since many of its businesses are financial in nature, AFC does not prepare
   its consolidated financial statements using a current-noncurrent format. 
   Consequently, certain traditional ratios and financial analysis tests are
   not meaningful.

   LIQUIDITY AND CAPITAL RESOURCES

   Ratios  The following ratios may be considered relevant indicators of AFC's
   liquidity and are typically presented by AFC in its prospectuses and similar
   documents.  Management believes that balance sheet ratios (debt-to-equity)
   are more meaningful on a parent only basis.  On the other hand, earnings
   statement ratios (fixed charges) are more meaningful on a total enterprise
   basis since the parent only ratio is dependent, to a great degree, on the
   discretionary nature of dividend payments from subsidiaries.

              Ratios of AFC's (parent only) long-term debt to equity (i)
   excluding Capital Subject to Mandatory Redemption, or (ii) including it as
   either (a) debt or (b) equity at December 31, 1993, 1992 and 1991 are shown
   below.  Ratios of earnings to fixed charges, excluding and including
   preferred dividends, for the three years ended December 31, 1993 are also
   shown below.

   <PAGE>
                                                       1993   1992    1991
              Debt to equity                           1.06   1.99    2.13
              Debt (plus redeemable capital) to equity 1.16   2.09    2.45
              Debt to equity (plus redeemable capital)  .98   1.81    1.63

              Earnings to fixed charges                2.62   2.15    1.54
              Earnings to fixed charges plus preferred
                dividends                              2.26   1.94    1.42
<PAGE>

   Sources of Funds  A wholly-owned subsidiary, Great American Holding
   Corporation ("GAHC"), has a revolving credit agreement with several banks
   under which it can borrow up to $300 million.  The credit line converts to a
   four-year term loan with scheduled principal payments to begin in March
   1997.  Borrowings under the credit line are made by GAHC and are advanced to
   AFC.  The line is guaranteed by AFC and secured by 50% of the stock of Great
   American Insurance Company ("GAI").  Borrowings, repayments and interest
   payments on the line are included in "net advances from (to) subsidiaries"
   in the following table.  At December 31, 1993, GAHC had no outstanding
   borrowings under the agreement.  

              Funds to meet the parent company's expenditures have been
   provided from a variety of sources within the holding company, from
   subsidiaries and directly from outside sources, as detailed in the following
   table (in millions):

   <TABLE>
   <CAPTION>
     Cash provided by:                                           1993      1992       1991
                <S>                                            <C>       <C>         <C>  
                Operations:
                  Dividends from subsidiaries                  $128.2    $ 67.0     $ 64.1
                  Tax allocation payments from subsidiaries      72.2     128.7      107.6
                  Interest and dividends from others              5.4       9.0        5.6
                  Receipts on notes and lease receivables         0.3        .9        2.6
                  Federal income tax refund                        -       18.3         - 
                    From operations                             206.1     223.9      179.9
                Other transactions:
                  Sales of assets to non-affiliates             107.1      25.6        8.7
                  Sales of assets to affiliates                  17.3       3.2         - 
                  Sales of affiliates                             1.8     139.0         - 
                  Sales of Preferred Stock                         -       15.0       19.4
                  Additional borrowings                          10.0        .8         .9
                  Other                                          21.5       6.8       13.2
                    Total cash provided                         363.8     414.3      222.1

     Cash utilized for:
                Operations:
                  Interest payments                              66.7      67.7       67.8
                  Dividend payments                              28.0      29.0       32.2
                  Federal income tax payments                    48.3      22.2       17.5
                  Other holding company costs                    41.7      36.8       42.6
                    For operations                              184.7     155.7      160.1
                Other transactions:
                  Net advances to affiliates                    138.6     225.5       14.8
                  Purchases of affiliates and other 
                    investments                                  29.5      42.7        1.8
                  Principal payments on debt                      9.1      17.5        5.5
                  Repurchases of Preferred Stock                  2.6      10.5        6.8
                  Other                                           5.4        .6         .6
                    Total cash utilized                         369.9     452.5      189.6


   <PAGE>
     Net increase (decrease) in cash and short-term investments  (6.1)    (38.2)      32.5
     Cash and short-term investments at beginning
       of period                                                  8.8      47.0       14.5

    Cash and short-term investments at end
      of period                                                $  2.7    $  8.8     $ 47.0
   </TABLE>

                 AFC and certain subsidiaries have arrangements among themselves
<PAGE>

   under which they may borrow from each other from time to time for short-term
   working capital needs.  Certain AFC subsidiaries have revolving credit
   facilities with banks (including those mentioned herein) which may be used
   for various corporate purposes.  These facilities aggregated approximately
   $320 million of which $305 million was available at December 31, 1993.

              Generally, over 90% of the dividends (including non-cash
   dividends) received from subsidiaries have been from GAI.  Payments of
   dividends by GAI are subject to various laws and regulations which limit the
   amount of dividends that can be paid without regulatory approval.  During
   1993, the State of Ohio revised its dividend law for Ohio-domiciled
   insurers.  Under the new law, the maximum amount of dividends which may be
   paid without (i) prior approval or (ii) expiration of a 30 day waiting
   period without disapproval is the greater of statutory net income or 10% of
   policyholders' surplus as of the preceding December 31, but only to the
   extent of earned surplus as of the preceding December 31.  While the new law
   is generally more restrictive than the prior law regarding the amount of
   dividends which can be paid without prior approval, management believes GAI
   will be able to gain such approvals due to its strong surplus position.  The
   maximum amount of dividends payable in 1994 from GAI based on its 1993
   earned surplus is approximately $108 million.

              For statutory accounting purposes, equity securities are
   generally carried at market value with changes in aggregate market value
   directly affecting policy-holders' surplus.  At December 31, 1993, AFC's
   insurance group owned publicly traded equity securities of affiliates with a
   market value of $858 million, including equity securities of AFC
   subsidiaries of $451 million.  Since significant amounts of affiliated
   investments are concentrated in a relatively small number of companies,
   volatility in the market prices of these stocks could adversely affect the
   insurance group's policyholders' surplus, potentially impacting the amount
   of dividends available or necessitating a capital contribution.

              Under tax allocation agreements with AFC, 80%-owned U.S.
   subsidiaries generally compute tax provisions as if filing a separate return
   based on book taxable income computed in accordance with generally accepted
   accounting principles.  The resulting provision (or credit) is currently
   payable to (or receivable from) AFC.
    
              Management believes AFC has sufficient resources to meet its
   liquidity requirements through operations in the short-term and long-term
   future.  If funds generated from operations, including dividends from
   subsidiaries, are insufficient to meet fixed charges in any period, AFC
   would be required to meet such charges through bank borrowings, sales of
   securities or other assets, or similar transactions.

   Uncertainties  In exchange for $5 million, AFC has agreed to indemnify
   Spelling Entertainment Group Inc. for up to $35 million in excess of a
   threshold amount of $25 million of the costs Spelling may incur in the 12
   years beginning April 1, 1993 to resolve Spelling's environmental matters,
   bankruptcy claims and certain other matters.  Additionally, an AFC
   subsidiary has responsibility for environmental remediation costs, which are
   estimated to be between $10 million and $15 million, associated with the
   <PAGE>
   sales of former manufacturing properties.  The subsidiary has reserved $10.6
   million at December 31, 1993.

              AFC's insurance subsidiaries do not establish reserves for
   unreported environmental claims because such amounts cannot be reasonably 
   estimated.  At December 31, 1993, they had recorded $45.1 million (net of
   reinsurance recoverables) for reported environmental pollution and hazardous
   products claims on policies written many years ago where, in most cases,
   coverage was never intended.  Due to inconsistent court decisions on many
<PAGE>

   coverage issues and the difficulty in determining standards acceptable for
   cleaning up pollution sites, significant uncertainties exist which are not
   likely to be resolved in the near future.

              While the results of all such uncertainties cannot be predicted,
   based upon its knowledge of the facts, circumstances and applicable laws,
   management believes that sufficient reserves have been provided and that the
   ultimate resolution of these uncertainties will not have a material adverse
   effect on AFC's financial condition or liquidity.

   Capital Requirements   AFC is not heavily engaged in capital-intensive
   businesses and therefore does not have substantial capital resource
   requirements to the same extent that other companies might.  Cash
   expenditures for property, plant and equipment, excluding Chiquita which
   ceased being a subsidiary in 1991, were $32 million, $53 million and
   $28 million, in 1993, 1992 and 1991, respectively.  

              Management of AFC has always believed in the use of leverage
   (borrowing funds at predetermined rates) to increase the return on its
   equity.  Historically, AFC has relied more on the use of fixed-rate debt and
   preferred stock issuances in its financing activities.  AFC borrows from
   both public and private sources, with parent only debt at December 31, 1993,
   coming almost entirely from public sources.  

              Whenever possible, AFC tries to do its financing on a long-term
   basis, even if the current costs associated are slightly higher.  At
   December 31, 1993, the average maturity of AFC's borrowings on a parent only
   basis was approximately
   6-1/2 years; the average interest rate on those borrowings was 11.6%. 
   Comparable figures for three years ago are 9 years maturity and 11.6% stated
   interest rate (12.8% effective rate).

              In February 1994, AFC commenced an offer to issue new 9-3/4%
   Debentures due April 20, 2004 and cash in exchange for its publicly traded
   debentures.  On March 28, 1994, AFC announced that the expiration date had
   been extended to April 15, and that in excess of $190 million of old
   debentures had been accepted for exchange.  The table below shows (in
   thousands) total sinking fund and other principal payments on all debt of
   AFC (parent only) for 1994 and in subsequent periods on an historical basis
   and on a pro forma basis (a) assuming 50% of each issue of the old
   debentures are exchanged pursuant to the offer ("50% Accept-ance") and (b)
   assuming all of the old debentures are tendered ("100% Accept-ance").  The
   scheduled payments shown below assume that debentures purchased are applied
   to the earliest scheduled retirements.

                                                        Pro Forma         
                           December 31, 1993         50%         100%   
                                  Historical     Acceptance   Acceptance

                     1994           $ 12,080       $  3,231     $  3,231
                     1995             10,883            261          261
                     1996             11,843            261          261
                     1997             17,818          5,493        5,493
   <PAGE>
                     1998             19,223            261          261
                     1999-2002       343,605        184,928       11,469
                     2003-2004       154,279        375,296      548,755

                     Total          $569,731       $569,731     $569,731

              Actual cash outlays will be less than indicated in the above
   table to the extent that AFC can satisfy scheduled retirements and sinking
   fund requirements by acquiring its debt at discounts from redemption values. 
<PAGE>

   The net annual charge to pretax income for interest expense would decline by
   approximately $6.8 million based on 50% Acceptance and approximately $13.5
   million based on 100% Acceptance.

              Based on the results of this offer and cash availability, AFC
   will redeem some or all of the unexchanged debentures.  In March 1994, AFC
   called for redemption its 13-1/2% Debentures and its 13-1/2% Series A
   Debentures.  Holders of either issue may accept the exchange offer.

              Interest and dividend payments on parent company debt and
   preferred stock (all issues) for the subsequent five years, assuming all
   sinking fund and other principal payments are made as scheduled and before
   effects of the 1994 exchange offers and redemptions, would be approximately
   (in millions):

                                1994     1995    1996     1997    1998

              Interest         $66.0    $64.7   $63.5    $62.3   $60.8
              Dividends         26.0     25.5    25.1     25.1    25.1

              Payment of preferred dividends and redemption of AFC Preferred
   Stock is subordinate to AFC's obligations to pay principal and interest on
   its debt.

              At December 31, 1993, sinking fund and other scheduled principal
   payments on debt of subsidiaries for the next five years were as follows: 
   1994 - $4 million; 1995 - $63 million; 1996 - $1 million; 1997 - $16
   million; and 1998 - $159 million.

              Certain members of the Lindner family have the right to "put" to
   AFC their shares of AFC Common Stock or options at any time at a price based
   on AFC's book value per share (as defined).  The "put" price is paid
   one-third in cash and the balance in a five-year installment note bearing
   interest at a rate equal to the five-year U.S. Treasury Note rate plus 3%. 
   The aggregate purchase price for remaining shares and options covered by the
   "put" at December 31, 1993, was approximately $40 million.

   Investments  Approximately three-fifths of AFC's consolidated assets are
   invested in marketable securities (excluding investment in equity securities
   of investee corporations).  AFC's investment philosophy is briefly
   summarized in the following paragraphs.

              AFC attempts to optimize investment income while building the
   value of its portfolio, placing emphasis upon long-term performance.  AFC's
   goal is to maxi-mize return on an ongoing basis rather than focusing on
   year-by-year performance.

              Significant portions of equity and, to a lesser extent, fixed
   income investments are concentrated in a relatively limited number of major
   positions.  This approach allows management to more closely monitor these
   companies and the industries in which they operate.  Some of the
   investments, because of their size, may not be as readily marketable as the
   typical small investment position.  Alternatively, a large equity position 
   <PAGE>
   may be attractive to persons seeking to control or influence the policies of
   a company.  While management believes this investment philosophy will
   produce higher overall returns, such concentrations subject the portfolio to
   greater risk in the event one of the companies invested in becomes
   financially distressed.

              Fixed income investment funds are generally invested in
   securities with short-term and intermediate-term maturities with an
   objective of maximizing interest and dividend yields.  This practice allows
<PAGE>

   additional flexibility in reacting to market conditions.  

              Approximately 95% of the bonds and redeemable preferred stocks
   held by AFC were rated "investment grade" (credit rating of AAA to BBB) at
   December 31, 1993, compared to less than 60% at the end of 1988.  Investment
   grade securities generally bear lower yields and lower degrees of risk than
   those that are unrated and non-investment grade.

              The realization of capital gains, primarily through sales of
   equity securities, has been an integral part of AFC's investment program. 
   Individual securities are sold creating gains or losses as market
   opportunities exist.  Pretax capital gains (losses) recognized upon
   disposition of securities, including investees, during the past five years
   have been:  1993 - $165 million; 1992 - $104 million; 1991 - $38 million;
   1990 - ($89 million) and 1989 - $64 million.

              At December 31, 1993, AFC had gross unrealized gains and losses
   on bonds and redeemable preferred stocks and equity securities as follows
   (in millions):

                                                                       Net   
                                               Gross Unrealized    Unrealized
                                                 Gains   Losses       Gain   
              Bonds and redeemable preferred stocks:
                Held to maturity                $189.2   ($18.5)      $170.7 
                Available for sale               133.2       -         133.2 
                                                 322.4    (18.5)       303.9 
              Equity securities                  137.2     (5.1)       132.1 
                                                $459.6   ($23.6)      $436.0 

              When a decline in the value of a specific investment is
   considered to be other than temporary, a provision for impairment is charged
   to earnings and the carrying value of that investment is reduced.

              At December 31, 1993, collateralized mortgage obligations
   ("CMOs") represented approximately 30% of AFC's bonds and redeemable
   preferred stocks.  At that date, interest only (I/Os), principal only (P/Os)
   and other "high risk" CMOs represented approximately four-tenths of one
   percent of AFC's total CMO portfolio.  AFC invests primarily in CMOs which
   are structured to minimize prepayment risk.  In addition, the majority of
   CMOs held by AFC were purchased at a discount to par value.  Management
   believes that the structure and discounted nature of the CMOs will minimize
   the effect of prepayments on earnings over the anticipated life of the CMO
   portfolio.  Substantially all of AFC's CMOs are rated "AAA" by Standard &
   Poor's Corporation and are collateralized by GNMA, FNMA and FHLMC single-
   family residential pass-through certificates.  The market in which these
   securities trade is highly liquid.  Aside from interest rate risk, AFC does
   not believe a material risk (relative to earnings and liquidity) is inherent
   in holding such investments.




   <PAGE>
   RESULTS OF OPERATIONS - THREE YEARS ENDED DECEMBER 31, 1993

              General  Due to decreases in ownership percentages, AFC ceased
   accounting for the following companies as subsidiaries and began accounting
   for them as investees: American Premier (April 1993), Spelling (July 1992),
   Chiquita (July 1991) and GACC (June 1991).  AFC had accounted for American
   Premier as a subsidiary from 1992 through the first quarter of 1993 due to
   AFC's ownership exceeding 50%.  As a result of these changes, current year 
   income statement components are not comparable to prior years and are not
<PAGE>

   indicative of future years.  

              AFC's net earnings reached a record high of $220 million in
   1993.  Major factors contributing to the increase in earnings included $155
   million in pretax gains from the sales of AFC's insurance agency operations,
   Spelling Entertainment Group, 4.5 million shares of American Premier and
   additional proceeds received on the 1990 sale of the NSA Group in addition
   to improved contributions to results from American Premier, Chiquita and
   GACC. 

              Operating difficulties at two major investees caused significant
   losses for AFC in 1992, partially offset by the benefit from the effect of
   the accounting change as required by SFAS No. 109 and a gain on the sale of
   Kings Island.  Significant realized gains on securities sales and from the
   public issuance of stock by an investee contributed to the $72 million of
   earnings in 1991.

   Property and Casualty Insurance - Underwriting  Underwriting profitability
   is measured by the combined ratio which is a sum of the ratio of
   underwriting expenses to premiums written and the ratio of losses and loss
   adjustment expenses to premiums earned.  When the combined ratio is under
   100%, underwriting results are generally considered profitable; when the
   ratio is over 100%, underwriting results are generally considered
   unprofitable.  The combined ratio does not reflect investment income, other
   income or federal income taxes.  The combined underwriting ratio (statutory
   basis, after policyholders' dividends) of GAI and its property and casualty
   insurance subsidiaries ("Great American") was 103.9% in 1993, 105.0% in 1992
   and 103.2% in 1991.  Total net losses to AFC's insurance operations from
   catastrophes (natural disasters and other incidents of major loss) were
   $26 million in 1993, $42 million in 1992 and $22 million in 1991.

              To understand the overall profitability of particular lines,
   timing of claims payments and the related impact of investment income must
   be considered.  Certain "short-tail" lines of business (primarily property
   coverages) have quick loss payouts which reduce the time funds are held,
   thereby limiting investment income earned thereon.  On the other hand,
   "long-tail" lines of business (primarily liability coverages and workers'
   compensation) have payouts that are either structured over many years or
   take many years to settle, thereby significantly increasing investment
   income earned on related premiums received.

              While Great American desires and seeks to earn an underwriting
   profit on all of its business, it is not always possible to do so.  As a
   result, the company attempts to expand in the most profitable areas and
   control growth or even reduce its involvement in the least profitable ones.

              In recent years, many commercial lines markets have been
   extremely competitive as predicted premium rate increases have not
   materialized.  Workers' compensation, in particular, has been especially
   hard hit by competition, rising benefit levels and claims fraud.  Many
   states have begun to address these problems and, in the last couple of
   years, Great American has focused its efforts toward those markets where
   improvements are evident.
   <PAGE>
              In 1993, Great American's underwriting results significantly
   outperformed the industry average for the eighth consecutive year.  Great
   American has been able to exceed the industry's results by supplementing its
   commercial lines coverages with highly specialized niche products and new
   automobile and homeowner products.

              Many of the improvements experienced by Great American and the
   market in general in recent years are expected to continue in 1994.
<PAGE>

              See the discussion of Underwriting and Loss and Loss Adjustment
   Expense Reserves under Item 1 - "Business - Great American Insurance Group".

              1993 compared to 1992  Property and casualty insurance premiums
   decreased $657 million (31%) in 1993 reflecting the deconsolidation of
   American Premier's insurance operations beginning in the second quarter of
   1993.  Premiums for the remainder of AFC's insurance group were virtually
   unchanged.

              1992 compared to 1991  Property and casualty insurance premiums
   increased $955 million (80%) in 1992 reflecting the consolidation of
   American Premier's insurance operations beginning in 1992.  Premiums for the
   remainder of AFC's insurance group were virtually unchanged.

   Investment Income  Changes in investment income reflect fluctuations in
   market rates and changes in average invested assets.

              1993 compared to 1992  Investment income decreased $87 million
   (13%) in 1993 reflecting the deconsolidation of American Premier in 1993,
   partially offset by an increase in average investments held.

              1992 compared to 1991  Investment income increased $120 million
   (21%) in 1992 reflecting primarily the consolidation of American Premier in
   1992, partially offset by lower interest rates available in the marketplace.

   Investee Corporations  Equity in net earnings of investee corporations
   (companies in which AFC owns a significant portion of the voting stock)
   represents AFC's proportionate share of the investees' earnings and losses. 

              1993 compared to 1992  AFC's equity in the net earnings of
   investees in 1993 was $70 million compared to a loss of $339 million in
   1992.  The principal items responsible for this improvement were (i) the
   absence of losses from GACC in 1993 compared to AFC's loss of $187 million
   from that investment in 1992, (ii) a $108 million improvement from
   Chiquita's operations and (iii) $92 million in earnings from American
   Premier which became an investee in the second quarter of 1993 when AFC's
   ownership declined below 50%.

              1992 compared to 1991  The decrease in equity in net earnings of
   investees in 1992 reflects primarily the results of Chiquita and GACC, both
   of which became investees in the third quarter of 1991.  Chiquita reported a
   net loss of $284 million in 1992 attributable principally to (i) sharply
   increased banana costs and expenses and (ii) lower banana prices in the
   first half of the year.  GACC reported a net loss of $597 million in 1992
   which includes a $658 million provision to revalue intangible assets to
   reflect estimated current market values of broadcasting assets at December
   31, 1992.  In addition, significant debt, depreciation and amortization
   expenses continued to more than offset broadcasting results.  In connection
   with a proposed financial restructuring of GACC, AFC transferred all
   securities and loans related to GACC to the investee account and reduced the
   carrying value of that investment to estimated net realizable value
   ($35 million). 



   <PAGE>
   Gains on Sales of Investees  The gains on sales of investees in 1993 include
   (i) a pretax gain of $52 million in the first quarter on the sale of
   Spelling and (ii) a pretax gain of $28 million in the third quarter on the
   public sale by AFEI of 4.5 million shares of American Premier common stock.

   Gains on Sales of Subsidiaries  The gains on sales of subsidiaries in 1993
   include (i) a pretax gain of $44 million from the sale of American Business
<PAGE>

   Insurance, Inc. and (ii) a pretax gain of $31 million representing an
   adjustment on the 1990 sale of AFC's non-standard automobile insurance group
   to American Premier.

              The gain on sale of subsidiary in 1992 represents a pretax gain
   from the sale of Kings Island Theme Park.

              The gains on sales of subsidiaries in 1991 include (i) a pretax
   gain of $58 million as a result of Chiquita's public issuance of 5 million
   shares of its common stock; (ii) a pretax gain of $13 million on Charter's
   sale of its interest in an oil producing concession; and (iii) a $7 million
   pretax gain on the disposition of 455,000 shares of Chiquita common stock. 
   These items were partially offset by a pretax loss of $12 million realized
   as a result of GACC's issuance of 16.5 million shares of its common stock.

   Sales of Other Products and Services  Sales shown below (in millions)
   include those of American Premier (from January 1992 to March 1993),
   Spelling Entertainment Group (through June 1992), GACC (through May 1991),
   Spelling Entertainment Inc. (from May 1991 to June 1992), Kings Island Theme
   Park (through September 1992) and Chiquita (through June 1991).

                                              1993      1992      1991
              Federal Systems               $ 99.2  $  414.0  $     - 
              Diversified Products and
                Services                      52.9     255.4        - 
              Petroleum Products                -      159.7     424.0
              Broadcasting and Entertainment:
                Broadcasting                    -         -       78.0
                Entertainment                   -      118.8     139.4
                Kings Island Theme Park         -       83.0      79.2
              Food Products:
                Fresh Foods                     -         -    1,347.5
                Prepared Foods                  -         -    1,089.2
                                            $152.1  $1,030.9  $3,157.3

              Sales of Federal Systems and Diversified Products and Services
   represent American Premier's revenues from systems and software engineering
   services and the manufacture and supply of industrial products and services. 
   Sales of petroleum products reflect Spelling's revenues from petroleum
   marketing activities.  Broadcasting revenues represent GACC's television and
   radio operations.  Entertainment revenues reflect Spelling's television
   production and distribution operations.  Sales of food products represent
   Chiquita's revenues.

              1993 compared to 1992  The deconsolidation of American Premier
   and Spelling and the sale of Kings Island accounted for the decrease in
   revenues from sales of other products and services in 1993.

              1992 compared to 1991  In July 1992, AFC's ownership of Spelling
   decreased below 50%; accordingly, Spelling's revenues are included for only
   the first six months of 1992 compared to the entire year for 1991.  The
   increase in Kings Island revenues in 1992 was due primarily to a 14%
   increase in attendance over the comparable period in 1991.  Revenues from
   several operating days in October and a "Winterfest" operation during the
   holiday season were approximately $5 million in the fourth quarter for 1991.
   <PAGE>
   In October 1992, AFC sold the theme park to an unaffiliated party.  See
   "Gains on Sales of Subsidiaries".

   Interest on Annuities  For GAAP financial reporting purposes, GALIC's
   annuity receipts are accounted for as interest-bearing deposits ("annuity
   policyholders' funds accumulated") rather than as revenues.  Under these
   contracts, policyholders' funds are credited with interest on a tax-deferred
<PAGE>

   <PAGE>
   basis until withdrawn by the policyholder.  The average crediting rate on
   funds held by GALIC has decreased from 7.2% at December 31, 1991 to 6.2% at
   December 31, 1992 and 5.3% at December 31, 1993; GALIC's products offer
   minimum interest rate guarantees of 3% to 4%.  The rate at which GALIC
   credits interest on annuity policyholders' funds is subject to change based
   on market conditions.

              Annuity receipts totaled $400 million in 1993, $360 million in
   1992 and $460 million in 1991.  Receipts in 1993 increased primarily due to
   the introduction of new single premium products in the second half of 1992. 
   Receipts in 1992 were lower than anticipated due to (i) a reduction in
   receipts relating to a new product introduced in 1990 which encouraged
   rollovers of other retirement funds and (ii) unfavorable economic and market
   conditions, including the impact of the negative publicity associated with a
   number of highly publicized insolvencies in the life insurance industry. 
   Annuity surrender payments represented 6.9%, 7.8% and 9.4% of average
   statutory reserves in 1993, 1992 and 1991, respectively.

              1993 compared to 1992  Interest on annuity policyholders' funds
   decreased $13 million (5%) in 1993 due to a reduction in rates being
   credited to policyholders.  The effect of this decrease more than offset an
   increase of 7% in the average amount of accumulated policyholders' funds
   held.

              1992 compared to 1991  Interest on annuity policyholders' funds
   decreased by $16.3 million (6%) from 1991 due to a reduction in rates being
   credited to policyholders, which more than offset an increase of
   approximately 7% in the average amount of accumulated policyholders' funds
   held.

   Interest on Borrowed Money  Changes in interest expense result from
   fluctuations in market rates as well as changes in borrowings.  AFC has
   generally financed its borrowings on a long-term basis which has resulted in
   higher current costs.

              Interest expense included in AFC's consolidated statement of
   operations was comprised of (in millions):
                                              1993      1992     1991
              AFC Parent                    $ 71.1    $ 70.6   $ 73.8
              Great American Holding          23.4      34.2     37.8
              Great American Insurance        14.0      14.3     14.3
              American Premier                17.2      69.2       - 
              American Annuity                21.2        -        - 
              Chiquita                          -         -      41.1
              GACC                              -         -      49.6
              Spelling                          -        4.7      8.2
              Other Companies                 10.3      22.9     26.5
                                            $157.2    $215.9   $251.3

              GAHC's interest expense has decreased due to repayments of bank
   borrowings in 1992 and 1993.  American Annuity borrowed approximately $230
   million in December 1992 to acquire GALIC.  The decrease in other companies'
   interest expense is due primarily to the sale of a subsidiary in 1992 and
   repayments of borrowings in 1993.
   <PAGE>
   Other Operating and General Expenses  Operating and general expenses
   included the following charges (credits) (in millions):

                                              1993      1992     1991
                  Minority interest            $35       $38      $44
                  Writeoff of debt discount
                    and issue costs             24        -        - 
<PAGE>

                  Allowance for bad debts       10       (3)       26
                  Relocation expenses            8        -        - 
                  Book Value Incentive Plan      1       (1)       38

              Allowance for bad debts includes charges for possible losses on
   agents' balances, reinsurance recoverables and other receivables. 
   Relocation expenses represent the estimated costs of moving GALIC's
   operations from Los Angeles to Cincinnati.

   Income Taxes  Certain subsidiaries have not been able to recognize tax
   benefits on significant operating losses.  Accordingly, AFC's effective tax
   rates were greater than the normal rate of 34% in 1992 and 1991.  See Note L
   to the Financial Statements for an analysis of other items affecting AFC's
   effective tax rate.

              In 1992, AFC implemented SFAS No. 109, "Accounting for Income
   Taxes".  The cumulative effect of implementing this statement resulted in a
   benefit of $85.4 million to net earnings for the recognition of previously
   unrecognized tax benefits.  The portion of AFC's net deferred tax asset at
   December 31, 1992, attributable to American Premier was $245.3 million.  The
   1993 provision for income tax includes a $15 million first quarter benefit
   due to American Premier's revision of estimated future taxable income likely
   to be generated during the company's tax loss carryforward period.

              The analysis of estimated future taxable income will be reviewed
   and updated periodically, and any required adjustments, which may increase
   or decrease the net deferred tax asset, will be made in the period in which
   the developments on which they are based become known. 

   Discontinued Operations  Earnings from discontinued operations represent the
   results of Hunter Savings Association prior to its sale in December 1991. 
   Earnings from continuing operations do not reflect earnings that would have
   been earned on the sales proceeds had the sale of Hunter taken place at the
   beginning of 1991.

   Recent Accounting Standards  The following Statements of Financial
   Accounting Standards ("SFAS") have been implemented by AFC in 1992 or 1993
   or will be implemented in 1994.  The implementation of these standards is
   discussed under various subheadings of Note A to the Financial Statements;
   effects of each are shown in relevant Notes.  Implementation of SFAS Nos.
   112 and 114 in the first quarter of 1994 and 1995, respectively, is not
   expected to have a significant effect on AFC.


          SFAS#  Subject of Standard (Year Implemented)        Reference     
           106   Certain Postretirement Benefits(1993)         "Benefit Plans"
           107   Fair Values                    (1992)         "Fair Value"
           109   Income Taxes                   (1992)         "Income Taxes"
           112   Certain Employment Benefits    (1994)              -n/a-
           113   Reinsurance                    (1993)         "Reinsurance"
           114   Impairment of Loans            (1995)              -n/a-
           115   Investment in Securities       (1993)         "Investments"

              Other standards issued in recent years did not apply to AFC or
   had only negligible effects on AFC.
   <PAGE>

                                      ITEM 8

                   Financial Statements and Supplementary Data

                                                                Page
   Reports of Independent Auditors                               F-1
<PAGE>

   Consolidated Balance Sheet:
      December 31, 1993 and 1992                                 F-5

   Consolidated Statement of Operations:
      Years ended December 31, 1993, 1992 and 1991               F-6

   Consolidated Statement of Changes in Capital Accounts:
      Years ended December 31, 1993, 1992 and 1991               F-7

   Consolidated Statement of Cash Flows:
      Years ended December 31, 1993, 1992 and 1991               F-8

   Notes to Consolidated Financial Statements                    F-9


   "Selected Quarterly Financial Data" has been included in Note Q to the
   Consolidated Financial Statements.

                                     PART III

                                     ITEM 10

                Directors and Executive Officers of the Registrant

      The directors and executive officers of AFC at March 1, 1994, are:

                                                                      Executive
        Name                   Age             Position                 Since  

   Carl H. Lindner             74     Chairman of the Board and Chief   1959
                                        Executive Officer
   Richard E. Lindner          72     Director                           1959
   Robert D. Lindner           73     Vice Chairman of the Board         1959
   Ronald F. Walker            55     Director, President and Chief      1973
                                        Operating Officer

   Carl H. Lindner III         40     President of GAI and President     1987
                                        and Chief Operating Officer of
                                        American Premier
   S. Craig Lindner            39     President of AAG and Senior Executive   
   1981
                                        Vice President of AMM
   James E. Evans              48     Vice President and General Counsel  
   1976
   Sandra W. Heimann           51     Vice President                     1984
   Robert C. Lintz             60     Vice President                     1979
   Thomas E. Mischell          46     Vice President                     1985
   Fred J. Runk                51     Vice President and Treasurer       1978

             Carl H. Lindner has served as Chairman of the Board and Chief
   Executive Officer of AFC for more than five years.  He serves in similar
   capacities with various AFC subsidiaries.  He serves as Chairman of the
   Board of the following public companies:  American Annuity Group, Inc.
   ("AAG"), American Financial Enterprises, Inc. ("AFEI"), Chiquita, General
   Cable, Great American Communications Company ("GACC") and American Premier. 
   <PAGE>
   AFC owns a substantial beneficial interest (over 20%) in all of these
   companies.  

             Richard E. Lindner is owner, Chairman of the Board of Directors,
   President and Chief Executive Officer of Thriftway, Inc., a supermarket
   chain otherwise unaffiliated with AFC, and has been associated with that
   company for over five years.
<PAGE>

             Robert D. Lindner, for more than five years, has served as Vice
   Chairman of the Board of Directors of AFC.  In addition, he is Chairman of
   the Board of United Dairy Farmers, Inc. ("UDF") which, among other things,
   is engaged through subsidiaries in dairy processing and the operation of
   convenience stores.  He is also a director of AFEI.

             Ronald F. Walker has served as President and Chief Operating
   Officer of AFC for more than five years.  He is also Vice Chairman of the
   Board of Directors of GAI and holds executive positions in most of AFC's
   other subsidiaries.  He is also a director of AAG, AFEI, Chiquita, General
   Cable and Tejas Gas Company.

             Carl H. Lindner III has been President of GAI for more than five
   years.  He holds executive positions in many of GAI's subsidiaries.  He has
   also been President and Chief Operating Officer of American Premier since
   1991.

             S. Craig Lindner has been Senior Executive Vice President of
   American Money Management Corporation ("AMM"), a subsidiary of AFC which
   provides investment services to AFC and its subsidiaries, for more than five
   years.  He was elected President of AAG in March 1993.

             James E. Evans has served as a Vice President and the General
   Counsel of AFC for more than five years.

             Sandra W. Heimann has been a Vice President of AFC and an
   executive officer of AMM for more than five years.  

             Robert C. Lintz has been a Vice President of AFC for more than
   five years.  

             Thomas E. Mischell has been a Vice President of AFC for more than
   five years.

             Fred J. Runk has served as Vice President and Treasurer of AFC
   for more than five years.

             Carl H. Lindner, Robert D. Lindner and Richard E. Lindner are
   brothers.  Carl H. Lindner III and S. Craig Lindner are sons of Carl H.
   Lindner.

             All of the executive officers of AFC devote substantially all of
   their time to the affairs of AFC and its subsidiaries.  All of the above are
   United States citizens.


             The information required by the following Items will be provided
   within 120 days after end of Registrant's fiscal year.


             ITEM 11      Executive Compensation



   <PAGE>
             ITEM 12      Security Ownership of Certain Beneficial Owners and
   Management


             ITEM 13      Certain Relationships and Related Transactions


                         REPORTS OF INDEPENDENT AUDITORS
<PAGE>


   Board of Directors
   American Financial Corporation

   We have audited the accompanying consolidated balance sheets of American
   Financial Corporation and subsidiaries as of December 31, 1993 and 1992, and
   the related consolidated statements of operations, changes in capital
   accounts, and cash flows for each of the three years in the period ended
   December 31, 1993.  Our audits also included the financial statement
   schedules listed in the Index at Item 14(a).  These financial statements and
   schedules are the responsibility of the Corporation's management.  Our
   responsibility is to express an opinion on these financial statements and
   schedules based on our audits.  We did not audit the financial statements of
   American Premier Underwriters, Inc. (formerly The Penn Central Corporation),
   General Cable Corporation and American Annuity Group, Inc. (1991).  Those
   statements were audited by other auditors whose reports have been furnished
   to us.  The reports pertaining to the statements of General Cable
   Corporation and American Premier Underwriters, Inc. included explanatory
   paragraphs that described their change in method of accounting for income
   taxes in 1992.  Our opinion on the consolidated financial statements and
   schedules, insofar as it relates to data included for those corporations as
   described in Note E, is based solely on the reports of other auditors.

   We conducted our audits in accordance with generally accepted auditing
   standards.  Those standards require that we plan and perform the audit to
   obtain reasonable assurance about whether the financial statements are free
   of material misstatement.  An audit includes examining, on a test basis,
   evidence supporting the amounts and disclosures in the financial statements. 
   An audit also includes assessing the accounting principles used and
   significant estimates made by management, as well as evaluating the overall
   financial statement presentation.  We believe that our audits and the
   reports of other auditors provide a reasonable basis for our opinion.

   In our opinion, based on our audits and the reports of other auditors, the
   consolidated financial statements referred to above present fairly, in all
   material respects, the consolidated financial position of American Financial
   Corporation and subsidiaries at December 31, 1993 and 1992, and the
   consolidated results of their operations and their cash flows for each of
   the three years in the period ended December 31, 1993, in conformity with
   generally accepted accounting principles.  Also, in our opinion, the related
   financial statement schedules, when considered in relation to the basic
   financial statements taken as a whole, present fairly in all material
   respects the information set forth therein.

   As discussed in Note A to the consolidated financial statements, American
   Financial Corporation and subsidiaries changed their method of accounting in
   1993 for certain investments in debt and equity securities and in 1992 for
   income taxes.

   ERNST & YOUNG

   Cincinnati, Ohio
   March 25, 1994
   <PAGE>

                REPORT OF AMERICAN PREMIER'S INDEPENDENT AUDITORS



   American Premier Underwriters, Inc.
   (formerly The Penn Central Corporation):

   We have audited the financial statements and the financial statement
<PAGE>

   schedules of American Premier Underwriters, Inc. and Consolidated
   Subsidiaries listed in the Index to Financial Statements and Financial
   Statement Schedules of American Premier Underwriters, Inc.'s Form 10-K for
   the year ended December 31, 1993 (included as Exhibit 99 herein).  These
   financial statements and financial statement schedules are the
   responsibility of the Company's management.  Our responsibility is to
   express an opinion on the financial statements and financial statement
   schedules based on our audits.

   We conducted our audits in accordance with generally accepted auditing
   standards.  Those standards require that we plan and perform the audit to
   obtain reasonable assurance about whether the financial statements are free
   of material misstatement.  An audit includes examining, on a test basis,
   evidence supporting the amounts and disclosures in the financial statements. 
   An audit also includes assessing the accounting principles used and
   significant estimates made by management, as well as evaluating the overall
   financial statement presentation.  We believe that our audits provide a
   reasonable basis for our opinion.

   In our opinion, such financial statements present fairly, in all material
   respects, the financial position of American Premier Underwriters, Inc. and
   Consolidated Subsidiaries at December 31, 1993 and 1992 and the results of
   its operations and its cash flows for each of the three years in the period
   ended December 31, 1993 in conformity with generally accepted accounting
   principles.  Also, in our opinion, such financial statement schedules, when
   considered in relation to the basic financial statements taken as a whole,
   present fairly in all material respects the information shown therein.

   As discussed in Note 1 to the financial statements, in 1992 the Company
   changed its method of accounting for income taxes to conform with Statement
   of Financial Accounting Standards No. 109.



   DELOITTE & TOUCHE



   Cincinnati, Ohio                                    
   February 16, 1994 
   (March 25, 1994 with respect
   to the change of the Company's
   name as discussed in Note 1
   to American Premier's financial
   statements)









   <PAGE>
                  REPORT OF GENERAL CABLE'S INDEPENDENT AUDITORS



   General Cable Corporation:

   We have audited the consolidated financial statements and related schedules
   of General Cable Corporation and subsidiaries listed in Item 14(a) of the
<PAGE>

   Annual Report on Form 10-K of General Cable Corporation for the year ended
   December 31, 1993 (not presented separately herein).  These consolidated
   financial statements and related schedules are the responsibility of the
   Company's management.  Our responsibility is to express an opinion on these
   consolidated financial statements and related schedules based on our audits.

   We conducted our audits in accordance with generally accepted auditing
   standards.  Those standards require that we plan and perform the audit to
   obtain reasonable assurance about whether the financial statements are free
   of material misstatement.  An audit includes examining, on a test basis,
   evidence supporting the amounts and disclosures in the financial statements. 
   An audit also includes assessing the accounting principles used and
   significant estimates made by management, as well as evaluating the overall
   financial statement presentation.  We believe that our audits provide a
   reasonable basis for our opinion.

   In our opinion, such consolidated financial statements present fairly, in
   all material respects, the financial position of General Cable Corporation
   and subsidiaries at December 31, 1993 and 1992 and the results of their
   operations and their cash flows for each of the three years in the period
   ended December 31, 1993 in conformity with generally accepted accounting
   principles.  Also, in our opinion, such consolidated financial statement
   schedules, when considered in relation to the basic consolidated financial
   statements taken as a whole, present fairly in all material respects the
   information shown therein.

   As discussed in Notes 1 and 10 to the consolidated financial statements, in
   1992 General Cable Corporation changed its method of accounting for income
   taxes to conform with Statement of Financial Accounting Standards No. 109.



   DELOITTE & TOUCHE



   Cincinnati, Ohio                                    
   February 18, 1994
















   <PAGE>

                REPORT OF AMERICAN ANNUITY'S INDEPENDENT AUDITORS



   American Annuity Group, Inc.:

   We have audited the consolidated balance sheet of American Annuity Group,
<PAGE>

   Inc., formerly Sprague Technologies, Inc., and subsidiaries as of December
   31, 1991 and the related consolidated statements of operations, common
   stockholders' equity and cash flows for the year then ended (before
   adjustments and reclassifications to conform with the presentation for
   1992).  Our audit also included the 1991 financial statement schedule listed
   in the Index at Item 14(a) of American Annuity Group, Inc's. Form 10-K for
   the year ended December 31, 1993 (not presented separately herein).  These
   financial statements and the financial statement schedule are the
   responsibility of the Company's management.  Our responsibility is to
   express an opinion on the financial statements and the financial statement
   schedule based on our audit.

   We conducted our audit in accordance with generally accepted auditing
   standards.  Those standards require that we plan and perform the audit to
   obtain reasonable assurance about whether the financial statements are free
   of material misstatement.  An audit includes examining, on a test basis,
   evidence supporting the amounts and disclosures in the financial statements. 
   An audit also includes assessing the accounting principles used and
   significant estimates made by management, as well as evaluating the overall
   financial statement presentation.  We believe that our audit provides a
   reasonable basis for our opinion.

   In our opinion, such consolidated financial statements (before adjustments
   and reclassifications to conform with the presentation for 1992) present
   fairly, in all material respects, the financial position of American Annuity
   Group, Inc. and subsidiaries as of December 31, 1991 and the results of
   their operations and their cash flows for the year then ended in conformity
   with generally accepted accounting principles.  Also, in our opinion, such
   financial statement schedule, when considered in relation to the basic
   consolidated financial statements taken as a whole, presents fairly in all
   material respects the information set forth therein.




   DELOITTE & TOUCHE




   Stamford, Connecticut                              
   March 24, 1992













   <PAGE>
                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEET
                                  (In Thousands)


                                                         December 31,      
                                                         1993        1992  
<PAGE>

                Assets
   Cash and short-term investments                   $  167,950  $  837,429
   Investments:
     Bonds and redeemable preferred stocks:
       Held to maturity - at amortized cost
         (market - $3,959,400 and $4,705,600)         3,788,732   4,597,544
       Available for sale - at market
         (amortized cost - $2,216,328 and $1,905,814) 2,349,528   1,976,514
     Other stocks - principally at market
       (cost - $207,056 and $182,476)                   339,156     230,876
     Investment in investee corporations                899,800     568,207
     Bonds and receivables from investees                 6,783     305,701
     Loans receivable                                   624,149     812,436
     Real estate and other investments                  139,319     179,152
                                                      8,147,467   8,670,430
   Recoverables from reinsurers and prepaid
     reinsurance premiums                               756,060     599,204
   Trade receivables                                    298,240     594,834
   Other receivables                                    213,507     318,799
   Property, plant and equipment, net                    44,950     215,851
   Deferred tax asset                                      -        258,300
   Prepaid expenses, deferred charges and other assets  275,349     394,319
   Cost in excess of net assets acquired                173,965     499,639

                                                    $10,077,488 $12,388,805


        Liabilities and Capital
   Insurance claims and reserves                    $ 3,422,657 $ 4,279,853
   Annuity policyholders' funds accumulated           4,256,674   3,973,524
   Long-term debt:
     Parent company                                     571,874     557,161
     American Premier                                      -        657,800
     Other subsidiaries                                 482,132     794,217
   Accounts payable, accrued expenses and other
     liabilities                                        648,462   1,005,866
   Minority interest                                    109,219     812,707
                                                      9,491,018  12,081,128

   Capital subject to mandatory redemption               49,232      27,683
   Preferred Stock (redemption value - $278,889)        168,588     168,588
   Common Stock without par value                           904         904
   Retained earnings                                    210,846      42,402
   Net unrealized gain on marketable securities,
     net of deferred income taxes                       156,900      68,100

                                                    $10,077,488 $12,388,805


   See notes to consolidated financial statements.





   <PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF OPERATIONS
                                  (In Thousands)
   <TABLE>
   <CAPTION>
                                                     Year ended December 31,     
<PAGE>

                                                             1993       1992        1991  
   <S>                                                   <C>        <C>         <C>       
   Income:
     Property and casualty insurance premiums            $1,494,796 $2,151,400  $1,196,853
     Investment income                                      601,900    688,604     568,514
     Realized gains on sales of securities                   82,265    101,474      50,795
     Equity in net earnings (losses) of
       investee corporations                                 69,862   (338,710)     11,694
     Gains (losses) on sales of investee
       corporations                                          83,211      2,766     (12,348)
     Gains on sales of subsidiaries                          75,309     64,483      65,220
     Provision for impairment of investments                (1,500)     (2,000)    (37,822)
     Sales of other products and services                   152,100  1,030,877   3,157,271
     Other income                                           162,760    229,956     218,790
                                                          2,720,703  3,928,850   5,218,967

   Costs and Expenses:
     Property and casualty insurance:
       Losses and loss adjustment expenses                1,064,108  1,554,702     847,604
       Commissions and other underwriting 
         expenses                                           449,772    616,200     388,130
     Interest charges on:
       Annuity policyholders' funds                         228,609    241,600     257,859
       Borrowed money                                       157,219    215,900     251,332
     Cost of sales                                          134,900    886,238   2,549,880
     Other operating and general expenses                   424,110    559,064     805,452
                                                          2,458,718  4,073,704   5,100,257
   Earnings (loss) from continuing operations
     before income taxes                                    261,985   (144,854)    118,710
   Provision for income taxes                                37,296     17,446      62,156

   Earnings (loss) from continuing operations               224,689   (162,300)     56,554

   Discontinued operations                                     -          -         15,796

   Earnings (loss) before extraordinary items and
     cumulative effect of accounting change                 224,689   (162,300)     72,350

   Extraordinary items                                      (4,559)       -           -   
   Cumulative effect of accounting change                      -        85,400        -   

   Net Earnings (Loss)                                   $  220,130($   76,900) $   72,350




   See notes to consolidated financial statements.
   </TABLE>








   <PAGE>
                     AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL ACCOUNTS
                                  (In Thousands)
   <TABLE>
   <CAPTION>
                                                     Year ended December 31,    
<PAGE>

                                                               1993       1992       1991
   <S>                                                     <C>        <C>        <C>     
   Capital Subject to Mandatory Redemption:
     Balance at beginning of period                        $ 27,683   $ 81,939   $ 77,419
     Other purchases and redemptions                         (2,103)   (10,460)    (7,137)
     Increase (decrease) in capital subject
       to put option                                         23,652    (43,796)    11,657

            Balance at End of Period                       $ 49,232   $ 27,683   $ 81,939



   Preferred Stock:
     Balance at beginning of period                        $168,588   $153,588   $134,179
     Sales to employee benefit plans                           -        15,000     19,409

            Balance at End of Period                       $168,588   $168,588   $153,588
    


   Common Stock:
     Balance at Beginning and End of Period                $    904   $    904   $    904



   Retained Earnings:
     Balance at beginning of period                        $ 42,402   $104,507   $ 74,267
     Net earnings (loss)                                    220,130    (76,900)    72,350
     Deduct cash dividends paid or declared on:
       Preferred Stock                                      (26,137)   (26,155)   (24,762)
       Common Stock                                          (1,897)    (2,846)    (5,691)
     Decrease (increase) in capital subject
       to put option                                        (23,652)    43,796    (11,657)

            Balance at End of Period                       $210,846   $ 42,402   $104,507



   Net Unrealized Gain on Marketable Securities,
       Net of Deferred Income Taxes:
       Balance at beginning of period                      $ 68,100   $  2,700  $  47,100
       Change during period                                  88,800     65,400    (44,400)

            Balance at End of Period                       $156,900   $ 68,100  $   2,700


   See notes to consolidated financial statements.








   </TABLE>
   <PAGE>
                     AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (In Thousands)
   <TABLE>
   <CAPTION>
                                                     Year ended December 31,    
<PAGE>

                                                              1993        1992        1991
   <S>                                                  <C>        <C>          <C>       
   Operating Activities:
     Net earnings (loss)                                $  220,130 ($   76,900) $   72,350
     Adjustments:
       Cumulative effect of accounting change                 -        (85,400)       -   
       Depreciation and amortization                        37,403     107,615     125,723
       Interest on annuity policyholders' funds            228,609     241,600     257,859
       Equity in net losses (earnings) of investees
         and discontinued operations                       (69,862)    338,710     (23,760)
       Changes in reserves on assets                        11,440      (1,452)     63,759
       Realized gains on investing activities             (242,529)   (169,686)   (116,458)
       Writeoff of debt discount and issue costs            30,054        -           -   
       Decrease (increase) in reinsurance and
         other receivables                                (238,166)     48,878     (12,835)
       Increase in prepaid expenses, deferred
         charges and other assets                          (75,308)   (115,815)    (78,818)
       Increase (decrease) in insurance claims
         and reserves                                      241,704     165,684     (33,718)
       Increase in other liabilities                        50,479      36,163       4,603
       Increase in minority interest                        37,057      19,656      32,690
       Dividends from investees and discontinued
         operations                                         25,575      24,313      50,605
       Other, net                                          (32,503)      4,822      19,206
                                                           224,083     538,188     361,206
   Investing Activities:
     Purchases of and additional investments in:
       Fixed maturity investments                       (3,062,435) (4,718,486) (5,718,739)
       Equity securities                                   (20,224)    (14,386)    (60,340)
       Investees and subsidiaries                          (27,578)    (23,115)    (93,323)
       Real estate, property and equipment                 (41,762)    (71,964)   (175,962)
     Maturities and redemptions of fixed maturity
       investments                                         757,473   1,187,232     638,280
     Sales of:
       Fixed maturity investments                        1,498,432   2,348,529   4,932,862
       Equity securities                                   221,467      88,475     322,935
       Investees and subsidiaries                          255,517     212,000      46,512
       Real estate, property and equipment                  65,782      14,155      58,432
     Cash and short-term investments of former 
       subsidiaries and investees                         (310,225)    (16,009)   (189,693)
     Decrease in other investments                           1,435      62,370      56,607
                                                          (662,118)   (931,199)   (182,429)
   Financing Activities:
     Annuity receipts                                      400,141     360,702     459,860
     Annuity benefits and withdrawals                     (337,878)   (339,406)   (372,235)
     Additional long-term borrowings                       338,010     259,447     529,714
     Reductions of long-term debt                         (601,040)   (294,493)   (321,578)
     Issuances of capital stock                               -         15,000      19,409
     Repurchases of capital stock                           (2,643)    (10,549)     (6,756)
     Cash dividends paid                                   (28,034)    (29,001)    (30,453)
                                                          (231,444)    (38,300)    277,961
   Net Increase (Decrease) in Cash and Short-term Investments(669,479)(431,311)    456,738
   Cash and short-term investments at beginning of
     period                                                837,429   1,268,740     812,002
   Cash and short-term investments at end of period     $  167,950  $  837,429  $1,268,740
   See notes to consolidated financial statements.






   </TABLE>
<PAGE>

   <PAGE>
<PAGE>

                          AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  INDEX TO NOTES

        A.   Accounting Policies
        B.   Acquisitions and Sales of Subsidiaries
        C.   Segments of Operations
        D.   Investments
        E.   Investment in Investee Corporations
        F.   Property, Plant and Equipment
        G.   Cost in Excess of Net Assets Acquired
        H.   Long-Term Debt
        I.   Capital Subject to Mandatory Redemption
        J.   Other Preferred Stock
        K.   Common Stock
        L.   Income Taxes
        M.   Discontinued Operations
        N.   Pending Legal Proceedings
        O.   Benefit Plans
        P.   Transactions With Affiliates
        Q.   Quarterly Operating Results (Unaudited)
        R.   Additional Information
        S.   Restrictions on Transfer of Funds
              and Assets of Subsidiaries
        T.   Subsequent Event (Unaudited)

   A.   Accounting Policies

        Basis of Presentation  The consolidated financial statements include
        the accounts of American Financial Corporation ("AFC") and its
        subsidiaries except for Hunter Savings Association which was sold in
        the fourth quarter of 1991 and is presented in the financial
        statements as "discontinued operations".  Changes in ownership levels
        of other subsidiaries and investees have resulted in certain
        differences in the financial statements and have affected
        comparability between years.  Certain reclassifications have been made
        to prior years to conform to the current year's presentation.  All
        significant intercompany balances and transactions have been
        eliminated.  All acquisitions have been treated as purchases.  The
        results of operations of companies since their formation or
        acquisition are included in the consolidated financial statements.

        AFC's ownership of subsidiaries and significant investees with
        publicly traded shares at December 31, was as follows:
   <TABLE>
                                                         1993   1992  1991
          <S>                                             <C>    <C>   <C>
            American Annuity Group, Inc. ("AAG")
              (formerly STI Group, Inc.)                  80%    82%   39%
            American Financial Enterprises, Inc. ("AFEI") 83%    83%   82%
            Chiquita Brands International, Inc.           46%    46%   48%
            General Cable Corporation                     45%    45%  100%(a)
            Great American Communications Company ("GACC")20%    40%   40%
            American Premier Underwriters, Inc.           41%    51%   50%+
            Spelling Entertainment Group Inc. ("Spelling")
              (formerly The Charter Company)              (b)    48%   53%
            Spelling Entertainment Inc. ("SEI")            -     (c)   85%
   <FN>
         (a) Represents ownership by American Premier.
         (b) Sold in March 1993.
         (c) Became 100%-owned by Spelling Entertainment Group in 1992.
<PAGE>

   <PAGE>
                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


        Investments  AFC implemented Statement of Financial Accounting
        Standards ("SFAS") No. 115, "Accounting for Certain Investments in
        Debt and Equity Securities," beginning December 31, 1993.  This
        standard requires (i) debt securities be classified as "held to
        maturity" and reported at amortized cost if AFC has the positive
        intent and ability to hold them to maturity, (ii) debt and equity
        securities be classified as "trading" and reported at fair value, with
        unrealized gains and losses included in earnings, if they are bought
        and held principally for selling in the near term and (iii) debt and
        equity securities not classified as held to maturity or trading be
        classified as "available for sale" and reported at fair value, with
        unrealized gains and losses reported as a separate component of
        shareholders' equity.  Only in certain limited circumstances, such as
        significant issuer credit deterioration or if required by insurance or
        other regulators, may a company change its intent to hold a certain
        security to maturity without calling into question its intent to hold
        other debt securities to maturity in the future.  
        Effective September 30, 1992, AFC had reclassified its portfolio of
        bonds and redeemable preferred stocks into two categories, held to
        maturity and available for sale, and accounted for them in a manner
        similar to that required by SFAS No. 115.  In connection with
        implementing SFAS No. 115, AFC made a comprehensive review of its
        investment portfolio.  This review resulted in a reclassification of
        approximately $704 million of its fixed maturity portfolio (including
        $485 million in CMOs) from "held to maturity" to "available for sale"
        which, in turn, resulted in (i) an increase of $36 million in the
        carrying value of fixed maturity investments, and (ii) an increase of
        $19 million in AFC's shareholders' equity.  The reclassification
        reflected management's intention to reduce the proportion of CMOs
        owned and more actively manage the duration of its fixed income
        portfolio.  Implementation of SFAS No. 115 had no effect on net
        earnings.

        Premiums and discounts on collateralized mortgage obligations are
        amortized over their expected average lives using the interest method. 
        Gains or losses on sales of securities are recognized at the time of
        disposition with the amount of gain or loss determined on the specific
        identification basis.  When a decline in the value of a specific
        investment is considered to be other than temporary, a provision for
        impairment is charged to earnings and the carrying value of that
        investment is reduced.

        Investment in Investee Corporations  Investments in securities of 20%-
        to 50%-owned companies are carried at cost, adjusted for AFC's
        proportionate share of their undistributed earnings or losses. 
        Investments in less than 20%-owned companies are accounted for by the
        equity method when, in the opinion of management, AFC can exercise
        significant influence over operating and financial policies of the
        investee.  

        Beginning in 1991, AFC elected not to record earnings from its
        investment in GACC, whether from operations or from extraordinary
        gains, until that company's financial situation improves.  In the
        fourth quarter of 1992, in light of GACC's announced intention to
        pursue a plan to restructure its debt and capital, AFC reduced the
        carrying value of its investment in all securities and loans
   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

        receivable related to GACC and its subsidiaries to estimated net
        realizable value and ceased accounting for GACC on the equity method. 
        Following GACC's completion of its plan of reorganization in December
        1993, AFC resumed accounting for GACC on the equity method.

        Property, Plant, Equipment and Real Estate  Facilities and equipment
        used primarily to conduct operations are classified in the Balance
        Sheet as "property, plant and equipment"; other land and facilities
        are classified as investment in "real estate".  These assets are based
        on cost and provision for depreciation and amortization is made
        principally on the straight-line method over the estimated useful life
        of the depreciable property or the lease term, whichever is shorter.

        Cost in Excess of Net Assets Acquired  The excess of cost of
        subsidiaries and investees (purchased subsequent to October 1970) over
        AFC's equity in the underlying net assets ("goodwill") is being
        amortized over 40 years.  The excess of AFC's equity in the net assets
        of other subsidiaries and investees over its cost of acquiring these
        companies ("negative goodwill") has been allocated to AFC's basis in
        these companies' fixed assets, goodwill and other long-term assets and
        is amortized on a 10- to 40-year basis.

        Insurance Claims and Reserves  Insurance claims and reserves include
        unpaid losses and loss adjustment expenses in addition to unearned
        insurance premiums.  As discussed under "Reinsurance" below, amounts
        have not been reduced for reinsurance recoverable.

        The net liabilities stated for unpaid claims and for expenses of
        investigation and adjustment of unpaid claims are based upon (a) the
        accumulation of case estimates for losses reported prior to the close
        of the accounting period on the direct business written; (b) estimates
        received from ceding reinsurers and insurance pools and associations;
        (c) estimates of unreported losses based on past experience and (d)
        estimates based on experience of expenses for investigating and
        adjusting claims.  These liabilities are subject to the impact of
        changes in claim amounts and frequency and other factors.  In spite of
        the variability inherent in such estimates, management believes that
        the liabilities for unpaid losses and loss adjustment expenses are
        adequate.  Changes in estimates of the liabilities for losses and loss
        adjustment expenses are reflected in the Statement of Operations in
        the period in which determined.

        Unearned insurance premiums represent that portion of premiums written
        which is applicable to the unexpired terms of policies in force,
        generally computed by the application of daily pro rata fractions.  On
        reinsurance assumed from other insurance companies or written through
        various underwriting organizations, unearned premiums are based on
        reports received from such companies and organizations.

        Policy acquisition costs (principally commissions, premium taxes and
        other underwriting expenses) related to the production of new business
        are deferred and included in "Prepaid expenses, deferred charges and
        other assets".  For the property and casualty companies, the deferral
        of acquisition costs is limited based upon their recoverability
        without any consideration for anticipated investment income.  Deferred
        policy acquisition costs ("DPAC") are charged against income ratably
        over the terms of the related policies.  For the annuity company, DPAC

   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

        is amortized, with interest, in relation to the present value of
        expected gross profits on the policies.

        Reinsurance  In the normal course of business, AFC's insurance
        subsidiaries cede reinsurance to other companies to diversify risk and
        limit maximum loss arising from large claims.  To the extent that any
        reinsuring companies are unable to meet obligations under the
        agreements covering reinsurance ceded, AFC's insurance subsidiaries
        would remain liable.  Amounts recoverable from reinsurers are
        estimated in a manner consistent with the claim liability associated
        with the reinsurance policies.  AFC's insurance subsidiaries also
        assume reinsurance from other companies.  Income on reinsurance
        assumed is recognized based on reports received from ceding
        reinsurers.

        In 1993, AFC implemented SFAS No. 113, "Accounting and Reporting for
        Reinsurance of Short-Duration and Long-Duration Contracts".  This
        statement requires ceding insurers to report as assets (a) the
        estimated reinsurance recoverable on unpaid losses, including an
        estimate for losses incurred but not reported, and (b) amounts paid to
        reinsurers applicable to the unexpired terms of policies in force. 
        Balance sheet amounts for 1992 have been changed to conform to the
        1993 presentation.  Prior to implementation of SFAS No. 113, these
        reinsurance assets ($682 million at December 31, 1992) were recorded
        as reductions to the liabilities for unpaid losses and loss adjustment
        expenses and unearned premiums.  Implementation of SFAS No. 113 had no
        impact on earnings.

        Annuity Policyholders' Funds Accumulated  Annuity premium deposits and
        benefit payments are generally recorded as increases or decreases in
        "annuity policyholders' funds accumulated" rather than as revenue and
        expense.  Increases in this liability for interest credited are
        charged to expense and decreases for surrender charges are credited to
        other income.

        Statement of Cash Flows  For cash flow purposes, "investing
        activities" are defined as making and collecting loans and acquiring
        and disposing of debt or equity instruments and property and
        equipment.  "Financing activities" include obtaining resources from
        owners and providing them with a return on their investments,
        borrowing money and repaying amounts borrowed.  Annuity receipts,
        benefits and withdrawals are also reflected as financing activities. 
        All other activities are considered "operating".  Short-term
        investments having original maturities of three months or less when
        purchased are considered to be cash equivalents for purposes of the
        financial statements.

        Issuances of Stock by Subsidiaries  Changes in AFC's equity in a
        subsidiary caused by issuances of the subsidiary's stock are accounted
        for as gains or losses where the sale of such shares by the subsidiary
        is not a part of a broader reorganization.

        Income Taxes  AFC files consolidated federal income tax returns which
        include all 80%-owned U.S. subsidiaries.  Effective January 1, 1992,
        AFC implemented SFAS No. 109, "Accounting for Income Taxes".  Prior
        year financial statements were not restated.  Under SFAS No. 109,
        deferred income tax assets and liabilities are determined based on
        differences between financial reporting and tax bases and are measured
   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

        using enacted tax rates.  Deferred tax assets are recognized if it is
        more likely than not that a benefit will be realized.

        Benefit Plans  AFC's Employee Stock Ownership Retirement Plan
        ("ESORP") is a noncontributory, trusteed plan which invests in
        securities of AFC and affiliates for the benefit of the employees of
        AFC and certain of its subsidiaries.  The ESORP covers all employees
        of participating companies who are qualified as to age and length of
        service.  Contributions are discretionary by the directors of
        participating companies and are charged against earnings in the year
        for which they are declared.  

        Under AFC's Book Value Incentive Plan, units may be granted at initial
        values between 80% and 120% of "book value" to key employees.  Units
        may be exercised at any time, to the extent vested.  Payments are made
        to the holder 50% in cash and the remainder in installments over a
        ten-year period with an assumed interest factor of 12% per annum. 
        "Book value" is determined in accordance with generally accepted
        accounting principles except that all equity securities (including
        investees and subsidiaries with publicly traded shares) are reflected
        at market value.  The value of the units is the excess of the current
        book value of a share of AFC Common Stock, as defined, over the
        initial value of the units at the date of grant.  This value is being
        accrued over the vesting period (five years).

        AFC and many of its subsidiaries provide health care and life
        insurance benefits to eligible retirees.  Prior to 1992, the cost of
        these benefits had generally been recognized as claims were incurred. 
        Effective January 1, 1993, AFC implemented SFAS No. 106, "Accounting
        for Postretirement Benefits Other Than Pensions".  This standard
        requires companies to expense the projected future cost of providing
        postretirement benefits as employees render service.  The accumulated
        postretirement obligation at the date of adoption is being amortized
        on a straight-line basis over 20 years.  The implementation of SFAS
        No. 106 did not have a material effect on AFC's financial position or
        results of operations.

        Debt Discount  Debt discount and expenses are being amortized over the
        lives of respective borrowings, generally on the interest method. 
        Unamortized balances are charged off in the event of early retirement
        of the related debt.

        Fair Value of Financial Instruments  Methods and assumptions used in
        estimating fair values are described in the notes containing fair
        value disclosures.  These fair values represent point-in-time
        estimates of value that might not be particularly relevant in
        predicting AFC's future earnings or cash flows.

   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   B.   Acquisitions and Sales of Subsidiaries

        American Business Insurance  In October 1993, AFC sold its insurance
        brokerage operation, American Business Insurance, Inc., to Acordia,
        Inc., an Indianapolis-based insurance broker.  AFC received
        approximately $50 million in cash, 800,000 shares of Acordia common
        stock and warrants to purchase an additional 1.5 million Acordia
        shares at $25 per share.  AFC recognized a pretax gain of
        approximately $44 million on the sale.

        American Premier  In the fourth quarter of 1991, American Premier
        repurchased shares of its common stock, increasing AFC's ownership
        percentage above 50%.  Accordingly, AFC ceased accounting for American
        Premier as an investee and began accounting for it as a consolidated
        subsidiary on December 31, 1991.  In anticipation of a reduction of
        AFC's ownership of American Premier below 50%, AFC ceased accounting
        for it as a subsidiary and began accounting for it as an investee in
        April 1993.  

        In August 1993, AFEI, whose assets consist primarily of investments in
        American Premier, General Cable and AAG, sold 4.5 million shares of
        American Premier common stock in a secondary public offering.  AFEI
        used the net proceeds of approximately $151 million to retire most of
        its debt.  AFC recognized a pretax gain of $28.3 million, before
        minority interest, on the sale of American Premier stock by AFEI.  The
        gain includes AFC's recognition of a portion of previously deferred
        gains related to sales of assets to American Premier from AFC
        subsidiaries.

        In December 1993, American Premier paid AFC $52.8 million (including
        $12.8 million in interest) representing an adjustment on the 1990 sale
        of AFC's non-standard automobile group to American Premier.  AFC
        recorded an additional pretax gain of $31.4 million on this adjustment
        after deferring $21.4 million based on its ownership of American
        Premier.

        Great American Life Insurance Company  In December 1992, AFC sold
        Great American Life Insurance Company ("GALIC") to STI Group, Inc.,
        previously known as Sprague Technologies, Inc. ("STI") for $468
        million in cash.  In connection with the sale, AFC purchased 5.1
        million shares of STI's common stock pursuant to a tender offer and an
        additional 17.1 million newly issued shares, increasing AFC's
        ownership from 39% to approximately 82%.  No gain or loss was recorded
        on the sale of GALIC.  Following the purchase of GALIC, STI changed
        its name to American Annuity Group, Inc. to reflect the nature of its
        business and AFC began accounting for AAG as a subsidiary.

        Kings Island Theme Park  In October 1992, AFC sold Kings Island to an
        unaffiliated party for approximately $210 million in cash.  AFC
        realized a $64.5 million pretax gain on the transaction.  

        Hunter Savings Association  In December 1991, AFC sold Hunter Savings
        Association and, accordingly, classified Hunter as a discontinued
        operation in the financial statements.  See Note M.



   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


        Chiquita  In 1991, AFC contributed to its ESORP 455,000 Chiquita
        shares with a market value of $15.7 million, recording a pretax gain
        of $7.4 million.

        In the third quarter of 1991, Chiquita sold 5 million shares of newly-
        issued common stock resulting in AFC's ownership being decreased below
        50%.  Accordingly, AFC ceased accounting for Chiquita as a subsidiary
        and began accounting for it as an investee.  AFC recorded a pretax
        gain of $58 million in 1991, representing the excess of AFC's equity
        in Chiquita following the issuance of its common stock over its
        previously recorded carrying value.  These gains are included in
        "Gains on sales of subsidiaries" in the Statement of Operations;
        deferred income taxes provided thereon are included in "Provision for
        income taxes".  

        GACC  In the first half of 1991, GACC issued 16.5 million shares of
        its common stock as partial consideration in exchange for certain
        debt, reducing AFC's ownership percentage of GACC to less than 50%. 
        As a result, AFC ceased accounting for GACC as a subsidiary in June
        1991 and began accounting for it as an investee.  AFC recorded a $12
        million pretax loss representing the difference between AFC's equity
        in GACC following the transactions and its previously recorded
        carrying value.

        In connection with the completion of GACC's plan of reorganization in
        December 1993, AFC received 2.3 million shares of new common stock in
        exchange for its previous holdings of GACC stock and debt.  In
        connection with the plan, AFC also invested an additional $7.5 million
        in GACC common stock and debt securities.

        Spelling  During the second quarter of 1991, Charter purchased 27.2
        million shares of common stock and the outstanding preferred stock
        ($25 million liquidation value) of SEI for $166.8 million in cash and
        $22.7 million principal amount of 10% senior subordinated notes. 
        Charter purchased 14 mil-lion of the common shares and all of the
        preferred stock from GACC for $107.5 million in cash.  As a result of
        the transactions, AFC's ownership of SEI increased to 85% (including
        Charter's 82%); accordingly, AFC ceased accounting for SEI as an
        investee and began accounting for it as a consolidated subsidiary in
        May 1991.

        As a result of a merger between Charter and SEI in July 1992,  AFC's
        ownership of Charter decreased below 50% and, accordingly, AFC ceased
        accounting for Charter as a subsidiary and began accounting for
        Charter as an investee.  Subsequent to the merger, Charter changed its
        name to Spelling Entertainment Group Inc.

        In March 1993, AFC sold its common stock investment in Spelling to
        Blockbuster Entertainment Corporation in exchange for 7.6 million
        shares of Blockbuster common stock and warrants to purchase an
        additional two million Blockbuster shares at $25 per share.  AFC
        realized a $52 million pretax gain on the sale.





   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   C.   Segments of Operations  Through subsidiaries, AFC is engaged in
        several financial businesses, including property and casualty
        insurance, annuities and portfolio investing.  AFC also owns
        significant portions of the voting equity securities of certain
        companies (investee corporations - see Note E).

        Although most of AFC's operations have been conducted within the
        United States, approximately one-sixth of its consolidated revenues
        (primarily food sales) in 1991 were derived from sales in Europe,
        Central and South America and the Far East.  

        The following tables (in thousands) show AFC's assets, revenues,
        operating profit (loss), capital expenditures and depreciation expense
        on property, plant and equipment by significant business segment.  The
        food products segment accounted for a major portion of AFC's capital
        expenditures during the period Chiquita was accounted for as a
        subsidiary.  The capital expenditures of other segments have not been
        significant and are combined in the following table.  Operating profit
        (loss) represents total revenues less operating expenses.  Goodwill
        and its amortization have been allocated to the various segments to
        which they apply.  General corporate assets and expenses have not been
        identified or allocated by segment since they are not material.
   
</TABLE>
<TABLE>
                                                     1993         1992        1991
                <S>                                      <C>          <C>         <C>       
                Assets
                Property and casualty insurance (a)     $ 4,192,908  $ 5,881,464 $ 4,706,244
                Annuities                                 4,910,182    4,434,865   4,370,982
                Other                                        74,598    1,504,269   1,769,305
                                                          9,177,688   11,820,598  10,846,531
                Investment in investee
                  corporations                              899,800      568,207     754,121
                Investment in discontinued operations          -            -        456,609

                                                        $10,077,488  $12,388,805 $12,057,261

                Revenues (b)
                Property and casualty insurance:
                  Underwriting:
                    Auto liability and physical damage  $   571,084  $   984,722 $   361,856
                    Property and multiple peril             338,555      343,966     375,418
                    Other liability                         226,330      216,450     207,814
                    Workers' compensation                   191,353      462,767     135,556
                    All other                               167,474      143,495     116,209
                                                          1,494,796    2,151,400   1,196,853
                  Investment and other income (c)           481,548      568,184     337,545
                                                          1,976,344    2,719,584   1,534,398
                Annuities (c)(d)                            395,871      356,265     435,360
                Food products                                  -            -      2,439,882
                Broadcasting                                   -            -         83,216
                Other (c)                                   278,626    1,191,711     714,417
                                                          2,650,841    4,267,560   5,207,273
                Equity in net earnings (losses) of
                  investee corporations                      69,862    (338,710)      11,694

                                                        $ 2,720,703  $ 3,928,850 $ 5,218,967
   </TABLE>
   <PAGE>
<PAGE>

                          AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

   <TABLE>
                                                               1993         1992        1991
                <S>                                       <C>            <C>        <C>     
                Operating Profit (Loss)
                Property and casualty insurance:
                  Underwriting:
                    Auto liability and physical damage    ($  7,838)    $  4,826    $ 22,239
                    Property and multiple peril              (2,736)    (60,137)     (41,159)
                    Other liability                         (47,497)      83,179       3,638
                    Workers' compensation                    30,094     (54,125)     (40,728)
                    All other                                11,396        8,583      19,937
                                                            (16,581)    (17,674)     (36,073)
                  Investment and other income (c)           304,181      309,680     127,394
                                                            287,600      292,006      91,321
                Annuities (c)                                63,388       65,480     136,850
                Food products (c)                              -            -        112,098
                Broadcasting                                   -            -        (24,872)
                Other (c)(e)                               (158,865)   (163,630)    (208,381)
                                                            192,123      193,856     107,016
                Equity in net earnings (losses) of
                  investee corporations                      69,862    (338,710)      11,694

                                                           $261,985   ($144,854)    $118,710

                Capital Expenditures
                Food products                              $   -        $   -       $137,072
                Other                                        32,146       53,193      27,743

                                                           $ 32,146     $ 53,193    $164,815

                Depreciation Expense
                Food products                              $   -        $   -       $ 31,600
                Other                                        13,501       43,586      24,429

                                                           $ 13,501     $ 43,586    $ 56,029
                <FN>
                (a)  Not allocable to lines of insurance.
                (b)  Revenues include sales of products and services as well as other income
                     earned by the respective segments.
                (c)  Includes the following provisions (credits) for reserves on investments:
                     Property and casualty insurance -- 1993 - $2 million; 1992 - ($32
                     million) and 1991 - $33 million; Annuities -- 1993 - $0; 1992 - $0 and
                     1991 - ($55 million); Food products -- $13 million in 1991; Other -- 1993
                     - $0; 1992 - $34 million and 1991 - $47 million.
                (d)  Represents primarily investment income.
                (e)  Includes holding company expenses.

   </TABLE>










   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   D.    Investments  Bonds, redeemable preferred stocks and other stocks at
         December 31, consisted of the following (in millions):
   <TABLE>
   <CAPTION>
                                                                                           1993                 
                                                                                      Held to Maturity          
                                             Amortized    Market          Gross Unrealized
                                                  Cost     Value     Gains  Losses
             <S>                              <C>         <C>        <C>    <C>   
             Bonds and Redeemable
              Preferred Stocks:
               United States Government
                 and government agencies
                 and authorities              $   -     $    -      $   -    $  - 
               States, municipalities and
                 political subdivisions           26.9      28.8       1.9      - 
               Foreign government                 24.9      23.9        .9    (1.9)
               Public utilities                  623.8     643.4      24.1    (4.5)
               CMO's                             703.5     717.7      18.4    (4.2)
               All other corporate             2,314.0   2,447.3     141.0    (7.7)
               Redeemable preferred stocks        95.6      98.3       2.9     -  

                                              $3,788.7  $3,959.4    $189.2  ($18.5)

   <CAPTION>
                                                                                           1993                 
                                                                                      Available for Sale        
                                             Amortized    Market          Gross Unrealized
                                                  Cost     Value     Gains  Losses
             Bonds and Redeemable
              Preferred Stocks:
               United States Government
                 and government agencies
                 and authorities              $  208.0  $  217.1    $  9.1    $ - 
               States, municipalities and
                 political subdivisions           35.0      37.3       2.3      - 
               Foreign government                 15.7      15.7        -       - 
               Public utilities                  135.9     141.2       5.3      - 
               CMO's                           1,129.0   1,183.3      54.3      - 
               All other corporate               692.7     754.9      62.2      - 
               Redeemable preferred stocks          -         -         -       - 

                                              $2,216.3  $2,349.5    $133.2    $ - 

             Other stocks                     $  207.1  $  339.2    $137.2   ($5.1)

   <CAPTION>
                                                                                             1992                     
                                                                                       Held to Maturity           
                                             Amortized    Market          Gross Unrealized
                                                  Cost     Value     Gains  Losses
             <S>                             <C>          <C>        <C>    <C>   
             Bonds and Redeemable
              Preferred Stocks:
               United States Government
                and government agencies
                and authorities               $   86.5  $   87.0    $   .5   $  - 
   <PAGE>
<PAGE>

               States, municipalities and
                political subdivisions            52.9      55.1       2.9     (.7)
               Foreign government                 22.7      19.3        -     (3.4)
               Public utilities                  742.1     761.9      20.7     (.9)
               CMO's                           1,176.6   1,197.1      24.5    (4.0)
               All other corporate             2,447.0   2,512.5      78.0   (12.5)
               Redeemable preferred stocks        69.7      72.7       3.0      - 

                                              $4,597.5  $4,705.6    $129.6  ($21.5)

   <CAPTION>
                                                                                           1992                 
                                                                                      Available for Sale        
                                             Amortized    Market          Gross Unrealized
                                                  Cost     Value     Gains  Losses
             <S>                              <C>        <C>         <C>    <C>   
             Bonds and Redeemable
              Preferred Stocks:
               United States Government
                and government agencies
                and authorities               $  430.4  $  441.6     $11.2   $  - 
               States, municipalities and
                political subdivisions              -         -         -       - 
               Foreign government4)                 -         -         -       - 
               Public utilities                   25.1      25.9        .8      - 
               CMO's                             878.8     919.6      41.6     (.8)
               All other corporate               571.5     589.4      21.9    (4.0)
               Redeemable preferred stocks          -         -         -       - 

                                              $1,905.8  $1,976.5     $75.5  ($ 4.8)

   </TABLE>
             The table below sets forth the scheduled maturities of bonds and
           redeemable preferred stocks based on carrying value as of December
           31, 1993.  Data based on market value is generally the same. 
           Collateralized mortgage obligations have an average life of
           approximately 4 years at December 31, 1993.

                                                    Held to   Available
                 Maturity                          Maturity    for Sale
               One year or less                         1%         1%  
               After one year through five years        7          5   
               After five years through ten years      18         13   
               After ten years                         55         31   
                                                       81         50   
               Collateralized mortgage obligations     19         50   
                                                      100%       100%  















   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


         Gross gains of $69.4 million, $85.2 million and $208.8 million and
         gross losses of $16.5 million, $4.7 million and $236.9 million were
         realized on sales of fixed maturity investments during 1993, 1992 and
         1991, respectively.

         Realized gains (losses) and changes in unrealized appreciation
         (depreciation) on fixed maturity and equity security investments are
         summarized as follows (in thousands):
   <TABLE>
   <CAPTION>
                                        Fixed       Equity        Tax
                                           Maturities   Securities    Effects       Total
                <S>                         <C>            <C>       <C>         <C>     
                1993
                Realized                     $ 52,915      $29,350   ($28,793)   $ 53,472
                Change in Unrealized          125,112       83,700    (73,084)    135,728

                1992
                Realized                       80,503       20,971    (34,501)     66,973
                Change in Unrealized          (78,293)      44,300     11,558     (22,435)

                1991
                Realized                      (28,076)      78,871    (17,270)     33,525
                Change in Unrealized          349,596      (67,200)   (96,015)    186,381
   </TABLE>

            Investment in other stocks at December 31, 1992 consisted of
(in thousands):
   <TABLE>
   <CAPTION>
                                                                                Reporting
                                                              Cost     Market     Value  
                <S>                                       <C>        <C>         <C>     
                Insurance companies' portfolios           $178,055   $226,455    $226,455
                Other companies' portfolios                  4,421      4,633       4,421

                                                          $182,476   $231,088    $230,876
   </TABLE>
           At December 31, 1992, gross unrealized gains on other stocks were
         $63.7 million and gross unrealized losses were $15.1 million.  

         Carrying values of investments were determined after deducting
         cumulative provisions for impairment aggregating $47 million and $78
         million at December 31, 1993 and 1992, respectively.  

         Fair values for investments are based on prices quoted, when
         available, in the most active market for each security.  If quoted
         prices are not available, fair value is estimated based on present
         values, fair values of comparable securities, or similar methods.

         Short-term investments are carried at cost; loans receivable are
         stated at the aggregate unpaid balance.  Carrying amounts of these
         investments approximate their fair value.





   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   E.   Investment in Investee Corporations  Investment in investee
        corporations represents AFC's ownership of securities of certain
        companies.  All of the companies named in the following table are
        subject to the rules and regulations of the SEC.  Market value of the
        investments (excluding $50 million in non-public securities at
        December 31, 1992, for which market values are not available) was
        approximately $940 million and $700 million at December 31, 1993 and
        1992, respectively.

        AFC's investment (and common stock ownership percentage) and equity in
        net earnings and losses of investees are stated below (dollars in
        thousands):
   <TABLE>
   <CAPTION>
                                   Investment (Ownership %)    Equity in Net Earnings (Losses)
                                12/31/93       12/31/92             1993       1992      1991
            <S>                 <C>      <C>   <C>      <C>    <C>         <C>        <C>    
            American Premier(a) $559,116 (41%) $   -           $  91,700   $   -      $24,739
            Chiquita             277,854 (46%)  312,589 (46%)    (24,038)  (132,256)    3,417
            GACC                  36,892 (20%)   35,000 (40%)       -      (186,972)     -   
            General Cable(b)      25,938 (45%)   27,619 (45%)     (1,682)   (17,630)     -   
            Spelling Enter-
               tainment Group(c)    -           107,556 (48%)      1,782      1,288      -   
            Sprague(d)              -              -                -        (9,440)  (17,117)
            Other(e)                -            85,443            2,100      6,300       655

                                $899,800       $568,207        $  69,862  ($338,710)  $11,694

   <FN>
          (a)  Accounted for as a subsidiary from December 31, 1991 to March 31, 1993.
          (b)  Spun-off from American Premier in July 1992.
          (c)  Sold in March 1993.
          (d)  Became a subsidiary and changed its name to American Annuity on
               December 31, 1992.
          (e)  Primarily represents investees of American Premier.
   </TABLE>
           American Premier operates businesses primarily in specialty property
         and casualty insurance.  In March 1994, American Premier changed its
         name from The Penn Central Corporation to reflect the nature of its
         business.  Chiquita is a leading international marketer, processor and
         producer of quality fresh and processed food products.  GACC is
         engaged in the ownership and operation of television and radio
         stations.  General Cable primarily manufactures and markets electrical
         and communication wire and cable products.

         Due to GACC's financial difficulties, AFC transferred all GACC
         securities and loans to the investee account and reduced the carrying
         value of that investment to estimated net realizable value ($35
         million) at the end of 1992.  AFC resumed equity accounting for its
         investment in GACC following GACC's reorganization at the end of 1993.

         In July 1992, American Premier distributed to its shareholders
         approximately 88% of the stock of General Cable.  AFC and its
         subsidiaries, excluding American Premier, received approximately 45%
         of the shares.  The shares retained by American Premier are being held
         for distribution to creditors and other persons.  Accordingly, those
         shares were included in "Other stocks" at December 31, 1992 and
   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

         General Cable was not consolidated because control was temporary.  The
         operating results of General Cable for the first six months of 1992
         are included in other income.

         Sprague reported net losses of $29 million in 1992 and $53 million in
         1991.  Over the past few years, Sprague sold substantially all of its
         operating businesses and recorded substantial restructuring charges
         and loss provisions ($25 million in 1992 and $55 million in 1991).  

         Included in AFC's consolidated retained earnings at December 31, 1993,
         was approximately $145 million applicable to equity in undistributed
         net losses of investees.  The unamortized negative goodwill in
         investees totaled approximately
         $62 million at December 31, 1993.

         Summarized financial information for AFC's major investees at December
         31, 1993, is shown below (in millions).  See "Investee Corporations"
         in Management's Discussion and Analysis.
   <TABLE>
   <CAPTION>
                                                                   American Premier Underwriters, Inc.(*)
                                                     1993      1992     1991
          <S>                                      <C>       <C>       <C>  
          Cash and Investments                     $2,579    $2,142
          Other Assets                              1,471     1,344
          Insurance Claims and Reserves             1,426     1,069
          Debt                                        523       656
          Minority Interest                            15        17
          Shareholders' Equity                      1,722     1,503

          Revenues of Continuing Operations        $1,763    $1,425   $1,275
          Income from Continuing Operations           243        51       50
          Discontinued Operations                    (11)         1      (47)
          Cumulative Effect of Accounting Change       -        253       - 
          Net Income                                  232       305        3
          <FN>
          (*) Amounts for 1992 and 1991 were reclassified by American Premier
              in 1993 to reflect a discontinued operation.
   <CAPTION>
                                                                   Chiquita Brands International, Inc.
                                                     1993      1992     1991
          <S>                                      <C>       <C>      <C>   
          Current Assets                           $  770    $1,071
          Non-current Assets                        1,971     1,810
          Current Liabilities                         504       588
          Non-current Liabilities                   1,635     1,618
          Shareholders' Equity                        602       675
     
          Net Sales of Continuing Operations       $2,533    $2,723   $2,604
          Operating Income (Loss)                     104      (97)      198
          Income (Loss) from Continuing Operations   (51)     (222)      111
          Discontinued Operations                      -       (62)       17
          Net Income (Loss)                          (51)     (284)      128

   </TABLE>
   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


                                               Great American Communications
                                                     1993      1992     1991

          Contracts, Broadcasting Licenses
            and Other Intangibles                    $575      $540
          Other Assets                                145       174
          Long-term Debt                              433       635
          Minority Interest - Preferred Stock
            of Subsidiary                              -        275
          Shareholders' Equity (Deficit)              139     (339)

          Net Revenues of Continuing Operations      $205      $211     $202
          Operating Income (Loss)                      40     (642)       12
          Loss from Continuing Operations            (67)     (613)      (33)
          Discontinued Operations                      -         11       40
          Extraordinary Items                         408         5       77
          Net Income (Loss)                           341     (597)       84

                                                   General Cable Corporation
                                                               Six
                                                     Year   months
                                                    ended    ended
                                                 12/31/93 12/31/92

          Current Assets                             $338     $366
          Non-current Assets                          282      345
          Current Liabilities                         110      159
          Notes Payable to American Premier           287      255
          Non-current Liabilities                      83       78
          Shareholders' Equity                        140      219
    
          Net Sales from Continuing Operations       $764     $416
          Operating Income (Loss)                       2      (29)
          Loss From Continuing Operations             (26)     (53)
          Discontinued Operations                     (32)      - 
          Net Loss                                    (58)     (53)

        General Cable's 1993 results included a $34.4 million loss on the
        disposal of its equipment manufacturing businesses.  AFC's share of
        this loss reduced negative goodwill and was not included in AFC's
        equity in General Cable's earnings.  General Cable's results for the
        first six months of 1992 (prior to its spin-off from American Premier)
        are included in American Premier's results.

   F.   Property, Plant and Equipment  Property, plant and equipment consisted
        of the following at December 31, (in thousands):
                                                           1993          1992

             Land                                      $  3,654      $ 33,487
             Buildings and improvements                  21,493        96,523
             Machinery, equipment and office furnishings 89,329       278,805
             Other                                         -           46,622
                                                        114,476       455,437
             Less accumulated depreciation              (69,526)    (239,586)

                                                       $ 44,950      $215,851

   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   G.   Cost in Excess of Net Assets Acquired  At December 31, 1993 and 1992,
        accumulated amortization of the excess of cost over net assets of
        purchased subsidiaries amounted to approximately $94 million and $176
        million, respectively.  Amortization expense was $15.0 million in
        1993, $25.0 million in 1992 and $37.2 million in 1991.

   H.   Long-Term Debt  Long-term debt consisted of the following at December
        31, (in thousands):
   <TABLE>
   <CAPTION>

                                                          1993        1992
          <S>                                                         <C>         <C> 
          American Financial Corporation (Parent Company):
            12% Debentures (including Series A, B and BV)
              due September 1999, less discount of $554 and 
              $9,902 (imputed interest rate - 12.1% and 13.2%)    $201,319    $199,614
            10% Debentures (including Series A) due October 1999,
              less discount of $0 and $10,312 (imputed 
              interest rate - 10.0% and 12.0%)                     150,017     147,095
            12-1/4% Debentures due September 2003                  128,294     121,634
            13-1/2% Debentures (including Series A) due September
              2004, less discount of $0 and $5,730 (imputed
              interest rate - 13.5% and 15.0%)                      73,546      67,816
            Other, less discount of $0 and $1,030                   18,698      21,002

                                                                  $571,874    $557,161

          American Premier:
            Subordinated debt due between 1997 and 2011           $   -       $633,300
            Other                                                     -         24,500

                                                                  $   -       $657,800

          Other Subsidiaries:
            Great American Holding Corporation ("GAHC"):
             11% Notes due August 1998, less discount of $894  
               and $1,034 (imputed interest rate - 11.2%)         $149,106    $148,966
             Floating Rate Notes due September 1995, less 
               discount of $175 and $264                            49,825      49,736
             Notes payable to banks due in installments
               to December 2000                                       -        100,000
            American Annuity Group, Inc. ("AAG"):
             11-1/8% Senior Subordinated Notes due February 2003   125,000        -   
             9-1/2% Senior Notes due August 2001                   100,000        -   
             Bank term loan due October 1999                          -        180,000
             Bridge loan due 1993                                     -         50,000
            American Financial Enterprises, Inc.:
             Notes payable to banks due December 1997               15,000      59,000
             13-7/8% Notes due September 1993                         -         85,500
            Other                                                   43,201     121,015

                                                                  $482,132    $794,217

   </TABLE>
   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


        At December 31, 1993, sinking fund and other scheduled principal
        payments on debt for the subsequent five years were as follows (in
        thousands):

                                  Parent          Other
                                 Company      Subsidiaries        Total 
                 1994            $12,080        $  3,669        $ 15,749
                 1995             10,883          63,050          73,933
                 1996             11,843           1,064          12,907
                 1997             17,818          15,667          33,485
                 1998             19,223         158,821         178,044

        In February 1994, AFC commenced an offer to issue new 9-3/4%
        Debentures due April 20, 2004 and cash in exchange for its publicly
        traded debentures.  In December 1993, AFC wrote off $24.3 million in
        unamortized original issue discount and debt issue costs related to
        the debentures covered in the exchange offer.  

        Based on the results of this offer and cash availability, AFC will
        redeem some or all of the unexchanged debentures.  In March 1994, AFC
        called for redemption its 13-1/2% Debentures and its 13-1/2% Series A
        Debentures.  Holders of either issue may accept the Exchange Offer.  

        Parent company sinking fund and other scheduled principal payments on
        debt at December 31, 1993, assuming at least 50% of each issue of the
        old debentures are exchanged, would be as follows (in thousands):

                     1994        1995       1996        1997        1998
                   $3,231        $261       $261      $5,493        $261

        AFC may, at its option, apply debentures otherwise purchased in excess
        of scheduled payments to satisfy any sinking fund requirement.  The
        scheduled principal payments shown above assume that debentures
        purchased are applied to the earliest scheduled retirements.

        At December 31, 1993, the estimated fair value of all long-term debt
        of AFC and its subsidiaries exceeded carrying value by approximately
        $23 million.  Fair values of debt instruments were calculated using
        quoted market prices where available and present values, discounted
        cash flows, or similar techniques in other cases.

        During 1993, GAHC entered into a new revolving credit agreement with
        several banks under which it can borrow up to $300 million. 
        Borrowings bear interest at prime rate or at LIBOR plus 1.375% and are
        collateralized by a pledge of 50% of the stock of AFC's largest
        insurance subsidiary.  The agreement converts to a four-year term loan
        in December 1996 and requires annual facility fees and commitment fees
        based upon the unused portion of the credit line.  AFC guarantees
        amounts borrowed under the credit agreement.  

        In connection with the acquisition of GALIC, AAG borrowed $180 million
        under a Bank Term Loan Agreement and $50 million under a Bridge Loan. 
        In 1993, AAG sold $225 million principal amount of Notes to the public
        and used the proceeds to pay off the Bank and Bridge Loan. 
        Unamortized debt issue costs of $4.6 million (net of minority
        interest) were written off and are included in extraordinary items.
   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


        AFEI redeemed its 13-7/8% Notes and paid $40 million of bank debt with
        the proceeds from the sale of shares of American Premier in August
        1993.  Subsequently, AFEI entered into a new revolving credit
        agreement which enables it to borrow a maximum of $20 million through
        December 1997.

        Cash interest payments of $133 million, $206 million and $221 million
        were made on long-term debt in 1993, 1992 and 1991, respectively.

   I.   Capital Subject to Mandatory Redemption  Capital subject to mandatory
        redemption includes AFC's Mandatory Redeemable Preferred Stock and
        capital subject to a put option.

        Mandatory Redeemable Preferred Stock  The outstanding shares of
        Mandatory Redeemable Preferred Stock are nonvoting, cumulative and
        consist of the following:

          Series E, $10.50 par value - authorized 2,725,000 shares; annual 
            dividends per share $1; to be retired at par in 1994 and 1995;
            504,711 shares (stated value - $5.3 million) outstanding at 
            December 31, 1993 and 1992.

          Series I, $.01 par value - authorized 700,000 shares; annual
            dividends per share $2.66 in 1993; redeemable at $28 per share;
            150,212 shares (stated value - $4.2 million) and 225,318 shares
            (stated value - $6.3 million) outstanding at December 31, 1993 and
            1992, respectively.

        The fair market value of AFC's Mandatory Redeemable Preferred Stock
        approximates stated value.

        In February 1994, AFC redeemed the outstanding shares of Series I
        Preferred Stock.  Approximately 45% of the Series E Preferred Stock is
        scheduled to be retired in December 1994; the balance is to be retired
        in December 1995.

        During 1993, AFC purchased 75,106 shares of Series I Preferred Stock
        for approximately $2.1 million.  During 1992, AFC purchased 680,369,
        115,500 and 75,105 shares of Series D, Series E and Series I Preferred
        Stock, respectively, for approximately $10.4 million.  During 1991,
        AFC purchased 679,689 shares of Series D Preferred Stock for
        approximately $7.1 million.  

        Capital Subject to Put Option  Under an agreement entered into in
        1983, certain members of the Lindner family (the "Group") who, in the
        aggregate, owned 1,848,235 shares of AFC Common Stock, were granted
        options to purchase an additional 1,225,000 shares.  The options,
        which expire two years after the death of Robert D. Lindner, are
        exercisable at $6.65 per share plus $.40 per share per year from April
        1983.  Holders have the right to "put" to AFC any shares of AFC Common
        Stock or options at any time at a price equal to






   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


        AFC's book value per share, adjusted to reflect all equity securities
        (including investees and subsidiaries with publicly traded shares) at
        market prices.  The purchase price is to be paid one-third in cash and
        the balance in a five-year installment note bearing interest at a rate
        equal to the five- year U.S. Treasury note rate plus 3%.  AFC has the
        right to "call" any AFC shares owned by the Group after Robert D.
        Lindner's death at the same price as described under the "put" (but
        not less than $6.65 per share plus 10% compounded annually from April
        1983).  Further, AFC has a right of first refusal on shares owned by
        members of the Group.

        At December 31, 1993, the Group owned 1,533,767 shares of AFC Common
        Stock and options to purchase an additional 762,500 shares.  The
        aggregate purchase price for all shares covered by the put is included
        in "capital subject to mandatory redemption" and amounted to $40
        million and $16 million at December 31, 1993 and 1992, respectively. 
        Changes in the aggregate purchase price are charged or credited
        directly to retained earnings without affecting earnings.

   J.   Other Preferred Stock  Under provisions of both the Nonvoting
        (55,800,000 shares authorized, including the redeemable issues) and
        Voting (3,500,000 shares authorized, none outstanding) Cumulative
        Preferred Stock, the Board of Directors is authorized to divide the
        authorized stock into series and to set specific terms and conditions
        of each series.

        The outstanding shares of Nonvoting Cumulative Preferred Stock,
        excluding those that are mandatorily redeemable, consist of the
        following:

          Series F, $1 par value - authorized 15,000,000 shares; annual
            dividends per share $1.80; 10% annually may be retired at AFC's
            option at $20 per share from 1994 to 1996; 13,753,254 shares
            (stated value - $168.0 million) outstanding at December 31, 1993
            and 1992.

          Series G, $1 par value - authorized 2,000,000 shares; annual
            dividends per share $1.05; may be retired at AFC's option at $10.50
            per share; 364,158 shares (stated value - $600,000) outstanding at
            December 31, 1993 and 1992.

        In 1992 and 1991, AFC sold 1.0 million and 1.4 million shares of
        Series F Preferred Stock to its ESORP for $15.0 million and $19.4
        million in cash, respectively.

   K.   Common Stock  At December 31, 1993, Carl H. Lindner and certain
        members of the Lindner family owned all of the outstanding Common
        Stock of AFC (18,971,217 shares, including 1,533,767 shares subject to
        a put option as described in Note I).  Of the 32,300,000 authorized
        shares of Common Stock at December 31, 1993, 762,500 shares were
        reserved for issuance upon exercise of options.






   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   L.   Income Taxes  The following is a reconciliation of income taxes at the
        statutory rate of 35% in 1993 and 34% in 1992 and 1991 and income
        taxes as shown in the Statement of Operations (in thousands):
   <TABLE>
   <CAPTION>
                                                                       Deferred
                                                                    Liability Method    Method
                                                              1993       1992         1991
           <S>                                            <C>        <C>           <C>    
           Earnings (loss) before income taxes:
             Continuing operations                        $261,985  ($144,854)    $118,710
             Discontinued operations                          -          -          23,335
             Extraordinary items                            (4,559)      -            -   
           Adjusted earnings (loss) before
             income taxes                                 $257,426  ($144,854)    $142,045

           Income taxes at statutory rate                 $ 90,099  ($ 49,250)    $ 48,295
           Effect of:
             Losses (utilized) not utilized                (59,141)    54,100       14,805
             Minority interest                              12,082     13,289       30,164
             Dividends received deduction                   (8,336)    (8,774)      (7,493)
             Amortization of intangibles                     2,658      4,223        8,028
             State income taxes                                820      4,170        2,388
             Foreign income taxes                               76        992       (8,382)
             Tax exempt interest                              (659)      (628)        (758)
             Fresh start adjustment                           -          -          (7,926)
             Subsidiaries' issuance of stock                  -          -         (11,014)
             Equity in earnings of subsidiaries 
               not included in AFC's tax group                -          -           4,083
             Other                                            (303)      (676)      (2,495)
           Total provision                                  37,296     17,446       69,695
           Less amounts applicable to discontinued
             operations                                       -          -          (7,539)
           Provision for income taxes as shown on
             the Statement of Operations                  $ 37,296   $ 17,446     $ 62,156
   </TABLE>

         Adjusted earnings (loss) before income taxes consisted of the following
       (in thousands):
                                                   1993     1992       1991
          Subject to tax in:
             United States                     $255,682($144,854) ($ 45,020)
             Foreign jurisdictions                1,744     -       187,065

                                               $257,426($144,854)  $142,045

   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


       The total income tax provision consists of (in thousands):
   <TABLE>
   <CAPTION>
                                                                       Deferred
                                                                   Liability Method   Method 
                                                              1993       1992         1991
             <S>                                            <C>        <C>         <C>    
             Current taxes:
               Federal                                     $43,592    $39,791      $ 5,388
               Foreign                                         503      1,172       34,355
               State                                         1,843      4,736        3,729
             Deferred taxes (credits):
               Federal                                      (8,256)   (28,926)      17,688
               Foreign                                        (386)       673        8,535

                                                           $37,296    $17,446      $69,695
   </TABLE>
         The 1993 provision for income tax includes a $15 million first quarter
       benefit due to American Premier's revision of estimated future taxable
       income likely to be generated during the company's tax loss
       carryforward period.

       The components of the provision for deferred income taxes for 1991 were
       (in millions):

             Undistributed earnings of subsidiaries
               and investees                               $19.6
             Losses not utilized                            20.5
             Insurance underwriting adjustments            (16.3)
             Investment income                             (16.2)
             Disposition of assets                          35.9
             Book value incentive plan                     (11.9)
             Other                                          (5.4)

                                                           $26.2

       For income tax purposes, certain members of the AFC consolidated tax
       group had approximately $180 million of operating loss carryforwards
       available at December 31, 1993.  The carryforwards are scheduled to
       expire as follows: $23 million in 1994, $9 million in 1995 through 2000
       and $148 million in 2001 through 2005.  
















   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


       The cumulative effect of implementing SFAS No. 109 in 1992, which
       resulted from giving recognition to previously unrecognized tax
       benefits, was income of $85.4 million.  This income consisted of a
       charge of $40 million related to members of the AFC tax group and a
       benefit of $125.4 million for AFC's share of American Premier's
       accounting change.  Deferred income taxes reflect the impact of
       temporary differences between the carrying amounts of assets and
       liabilities recognized for financial reporting purposes and the amounts
       recognized for tax purposes.  The significant components of deferred
       tax assets and liabilities for AFC's tax group included in the Balance
       Sheet at December 31, were as follows (in millions):

   <TABLE>
   <CAPTION>
                                                  1993                          1992         
                                                                                    American
                                                              AFC            AFC     Premier
                                                        Tax Group      Tax Group   Tax Group
         <S>                                             <C>             <C>         <C>    
         Deferred tax assets:
           Net operating loss carryforwards                $ 63.0         $ 87.5      $278.4
           Capital loss carryforwards                          -              -         80.6
           Insurance claims and reserves                    172.1          165.7        78.8
           Other, net                                        61.5           34.7        81.9
                                                            296.6          287.9       519.7
           Valuation allowance for deferred
             tax assets                                     (87.6)        (183.6)     (274.3)
                                                            209.0          104.3      $245.4
         Deferred tax liabilities:
           Deferred acquisition costs                       (60.3)         (53.9)
           Investment securities                           (186.7)         (37.5)
                                                           (247.0)         (91.4)

         Net deferred tax asset (liability)               ($ 38.0)        $ 12.9      $245.4

   </TABLE>
         The gross deferred tax asset was reduced by a valuation allowance based
       on an analysis of the likelihood of realization.  Factors considered in
       assessing the need for a valuation allowance include: (i) recent tax
       returns, which show neither a history of large amounts of taxable
       income nor cumulative losses in recent years, (ii) opportunities to
       generate taxable income from sales of appreciated assets, and (iii) the
       likelihood of generating larger amounts of taxable income in the
       future.  The likelihood of realizing this asset will be reviewed
       periodically; any adjustments required to the valuation allowance will
       be made in the period in which the developments on which they are based
       become known.

       Cash payments for income taxes, net of refunds, were $49.6 million,
       $9.6 million and $41.2 million for 1993, 1992 and 1991, respectively.







   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   M.  Discontinued Operations  In December 1991, AFC sold Hunter Savings
       Association to Provident Bancorp (an affiliate) for approximately $67.9
       million in Provident Bancorp securities and $834,000 in cash.  Prior to
       the sale, Hunter paid AFC a dividend of approximately $26.8 million in
       cash.  Discontinued operations for 1991 consisted of the following (in
       thousands):
                                                                Gain 
                                              Operations      on Sale
               Pretax Earnings                   $17,683       $5,652
               Tax                                (5,617)      (1,922)

               Net Earnings                      $12,066       $3,730

   N.  Pending Legal Proceedings  Counsel has advised AFC that there is little
       likelihood of any substantial liability being incurred from any
       litigation pending against AFC and subsidiaries.   

   O.  Benefit Plans  AFC expensed ESORP contributions of $8.9 million in
       1993, $7.4 million in 1992 and $7.5 million in 1991.  Other operating
       and general expenses include a charge of $1 million in 1993, a credit
       of $1 million in 1992 and a charge of $38 million in 1991 for units
       outstanding under AFC's Book Value Incentive Plan.  

       In 1993, AFC began accruing postretirement benefits over the period the
       employees qualify for such benefits.  Expense for 1993 was $3.1
       million.  Prior to this change, costs were charged to expense as
       incurred.  

   P.  Transactions With Affiliates  Various business has been transacted
       among AFC and its subsidiaries over the past several years, including
       rentals, data processing services, accounting services, investment
       management services, loans, leases, insurance, advertising and sales of
       assets.  Unless otherwise disclosed, none of these transactions had a
       material effect on the net earnings or equity of AFC.  Aggregate
       charges for these services within AFC and its subsidiaries have been
       insignificant in relation to consolidated revenues.

       In addition, AFC and its subsidiaries have had certain of the above
       types of transactions with certain of AFC's officers and directors and
       with business entities owned by them.  Charges for such services have
       been less than one percent of consolidated revenues in 1993, 1992 and
       1991.

       In 1993 AFC sold stock of an affiliate to certain of its officers and
       employees for $1.8 million in cash and $270,000 in 5.25% unsecured
       notes due in five equal annual installments beginning in 1996.

       In 1991, The Provident Bank purchased a $5 million loan to an AFC
       resort real estate subsidiary from an unrelated bank.  The loan is
       secured by the subsidiary's property and is guaranteed by AFC.  At
       December 31, 1993, $452,000 is owed to Provident under the loan. 
       Members of the Lindner family are majority owners of Provident's
       parent.

       Except as noted otherwise, all of the above transactions have taken
       place at approximate market rates or values and, in the opinion of
       management, all amounts are fully collectible.
   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   Q.  Quarterly Operating Results (Unaudited)  The operations of certain of
       AFC's business segments are seasonal in nature.  While insurance
       premiums are recognized on a relatively level basis, claim losses
       related to adverse weather (snow, hail, hurricanes, tornados, etc.) may
       be seasonal.  Quarterly results necessarily rely heavily on estimates. 
       These estimates and certain other factors, such as the nature of
       investees' operations and discretionary sales of assets, cause the
       quarterly results not to be necessarily indicative of results for
       longer periods of time.  The following are quarterly results of
       consolidated operations for the two years ended December 31, 1993 (in
       millions).  See Note B for changes in ownership of companies whose
       revenues are included in the consolidated operating results and for the
       effects of gains on sales of subsidiaries in individual quarters.

       Following American Premier's announcement in May 1993 that it was
       committed to sell its Federal Systems segment, AFC classified the
       operations of this business as "discontinued" for the periods American
       Premier was accounted for as a subsidiary.  These operations have been
       classified as "continuing" operations below since the amounts were not
       material ($1.4 million in the first quarter of 1993 and $1.5 million,
       $1.5 million and $1.4 million in the first three quarters of 1992).  In
       addition, AAG's $5.2 million (pretax before minority interest) writeoff
       of debt issue costs in the third quarter of 1993 has been reclassified
       as "extraordinary".
   <TABLE>
   <CAPTION>
                                         1st        2nd        3rd        4th       Total 
                                       Quarter    Quarter    Quarter    Quarter      Year 
              <S>                      <C>        <C>         <C>        <C>   
              1993
              Revenues                $1,024.7     $557.0     $555.7     $583.3   $2,720.7
              Earnings from continuing
                operations                88.6       18.1       75.3       42.7      224.7
              Extraordinary items           -          -        (4.6)        -        (4.6)
              Net earnings                88.6       18.1       70.7       42.7      220.1

              1992
              Revenues                $1,028.4   $1,112.0     $969.8     $818.7   $3,928.9
              Earnings (loss) from
                continuing operations     21.2       11.7      (20.7)    (174.5)    (162.3)
              Cumulative effect of
                accounting change         85.4         -          -          -        85.4
              Net earnings (loss)        106.6       11.7      (20.7)    (174.5)     (76.9)

   </TABLE>
            Realized gains (losses) on sales of securities and charges for
          possible losses on investments for the respective quarters amounted
          to (in millions):
   <TABLE>
   <CAPTION>
                                  1st        2nd        3rd        4th       Total 
                                       Quarter    Quarter    Quarter    Quarter      Year 
            <S>                         <C>         <C>        <C>        <C>  
            Realized gains:
              1993                       $17.4      $23.6      $17.7      $23.6     $ 82.3
              1992                        11.6       11.5       19.5       58.9      101.5

   <PAGE>
<PAGE>

            Provisions for impairment:
              1993                       $  -      ($ 1.5)     $  -       $  -     ($  1.5)
              1992                          -          -        (1.0)      (1.0)      (2.0)

                     AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

   R.  Additional Information  The following amounts were expensed during the
       periods shown (in millions):
                                            1993     1992     1991
          Insurance premium taxes          $44.2    $59.2       * 
          Advertising                         *        *     $62.7

          (*) Amounts less than 1% of consolidated revenues.

       Total rental expense for various leases of ships, railroad rolling
       stock, office space and data processing equipment was $24 million, $52
       million and $160 million for 1993, 1992 and 1991, respectively. 
       Sublease rental income related to these leases totaled $6.6 million in
       1993, $8.2 million in 1992 and $23.8 million in 1991.

       Future minimum rentals, related principally to office space and railroad
       rolling stock, required under operating leases having initial or
       remaining noncancelable lease terms in excess of one year at
       December 31, 1993, were as follows:  1994 - $28 million, 1995 - $24
       million, 1996 - $18 million, 1997 - $11 million, 1998 - $7 million and
       $9 million thereafter.  At December 31, 1993, minimum sublease rentals
       to be received through the expiration of the leases aggregated
       $38 million.

       Other operating and general expenses included charges (credits) for
       possible losses on agents' balances, reinsurance recoverables and other
       receivables in the following amounts:  1993 - $10 million, 1992 -
       ($3 million) and 1991 - $26 million.  The aggregate allowance for such
       losses amounted to approximately $91 million and $108 million at
       December 31, 1993 and 1992, respectively.  

       Insurance  Securities owned by insurance subsidiaries having a carrying
       value of approximately $410 million at December 31, 1993, were on
       deposit as required by regulatory authorities.  Included in "Prepaid
       expenses, deferred charges and other assets" at December 31, 1993 and
       1992 were $176 million and $213 million, respectively, of insurance
       company deferred policy acquisition costs.

       The following table shows (in millions) investment income earned and
       investment expenses incurred by AFC's insurance companies.

                                                 1993      1992       1991
             Insurance group investment income:
               Fixed maturities                $566.2    $615.8     $502.6
               Equity securities                 13.3      16.9       10.0
               Other                              6.7       3.2        3.2
                                                586.2     635.9      515.8
             Insurance group investment
               expenses (*)                     (40.9)    (41.1)    (37.7)
                                               $545.3    $594.8     $478.1

             (*)  Included in "Other operating and general expenses" in the
                  Statement of Operations.


   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


       "Insurance claims and reserves" at December 31, 1993 and 1992, included
       $675 million and $814 million, respectively, of unearned insurance
       premiums.  

       AFC's insurance subsidiaries are required to file financial statements
       with state insurance regulatory authorities prepared on an accounting
       basis prescribed or permitted by such authorities (statutory basis). 
       Net earnings and policyholders' surplus on a statutory basis for the
       insurance subsidiaries were as follows (in millions):
   
</TABLE>
<TABLE>
   <CAPTION>
                                                               Policyholders'  
                                        Net Earnings             Surplus      
                                1993     1992      1991        1993       1992
       <S>                       <C>      <C>        <C>        <C>        <C> 
       Property and casualty
         companies              $179     $200       $67        $887     $1,089
      Life insurance company      44       59        93         251        216

   </TABLE>
         New insurance regulations requiring rate rollbacks are being
       implemented in California as a result of the 1988 ballot initiative,
       Proposition 103.  GAI has not received a rollback assessment and
       management believes an ultimate liability, if any, cannot be estimated. 
       Since it is not probable that GAI will pay a material premium refund,
       no provision has been made in the financial statements for a potential
       liability.

       In the normal course of business, AFC's insurance subsidiaries assume
       and cede reinsurance with other insurance companies.  The following
       table shows (in millions) (i) amounts deducted from property and
       casualty premium income accounts in connection with reinsurance ceded,
       (ii) amounts included in income for reinsurance assumed and (iii)
       reinsurance recoveries deducted from losses and loss adjustment
       expenses.

                                                        1993    1992   1991
              Reinsurance ceded                         $422    $278   $284
              Reinsurance assumed:
                From companies under management contract  63      17      8
                Other, primarily non-voluntary pools
                  and associations                        61     117     55
              Reinsurance recoveries                     343     151    109

       The fair value of the liability for annuities in the payout phase is
       assumed to be the present value of the anticipated cash flows,
       discounted at current interest rates.  Fair value of annuities in the
       accumulation phase is assumed to be the policyholders' cash surrender
       amount.  The aggregate fair value of all annuity liabilities, net of
       deferred policy acquisition costs, at December 31, 1993, approximates
       the amounts recorded in the financial statements.






   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


       Financial Instruments with Off-Balance-Sheet Risk  In the normal course
       of business, AFC and its subsidiaries enter into financial instrument
       transactions which may present off-balance-sheet risks, of both credit
       and market risk nature.  These transactions include interest rate swaps
       and collars, commitments to fund loans, loan guarantees and commitments
       to purchase and sell securities or loans.

       Market risk arises from the possibility that interest and exchange rate
       movements may make financial instruments less valuable or more onerous. 
       Credit risk arises from the possibility of failure of another party to
       perform according to the terms of a contract.  Appropriate collateral,
       credit analysis and other control procedures are considered in the
       light of circumstances of individual situations to minimize risk. 
       Management does not anticipate any material adverse effect on its
       financial position resulting from involvement in these instruments.

       At December 31, 1993, AFC and its subsidiaries had commitments to fund
       credit facilities and contribute limited partnership capital totalling
       $35 million at December 31, 1993.

   S.  Restrictions on Transfer of Funds and Assets of Subsidiaries  Payments
       of dividends, loans and advances by AFC's subsidiaries are subject to
       various state laws, federal regulations and debt covenants which limit
       the amount of dividends, loans and advances that can be paid.  The
       maximum amount of dividends payable in 1994 from GAI based on its 1993
       earned surplus is approximately $108 million.  Total "restrictions" on
       intercompany transfers from AFC's subsidiaries cannot be quantified due
       to the discretionary nature of the restrictions.

   T.  Subsequent Event (Unaudited)  In February 1994, American Premier
       announced that it was considering a proposal from AFC to purchase GAI's
       personal lines business (primarily insurance of private passenger
       automobiles and residential property) for $380 million.  These
       operations had earned premiums of $342 million in 1993 and represented
       approximately 25% of the premiums earned by all of GAI's insurance
       operations.  The purchase would include the transfer of a portfolio of
       principally investment grade securities with a market value of
       approximately $450 million.  The estimated net book value (GAAP basis)
       of the business to be transferred would be approximately $200 million.
   <PAGE>
<PAGE>

                                     PART IV

                                     ITEM 14

         Exhibits, Financial Statement Schedules and Reports on Form 8-K

   (a)  Documents filed as part of this Report:
       1. Financial Statements are included in Part II, Item 8.

       2. Financial Statement Schedules:
         A.  Selected Quarterly Financial Data is included in Note Q to the
             Consolidated Financial Statements.

         B.  Schedules filed herewith for 1993, 1992 and 1991:

                                                                         Page
             II -  Amounts Receivable from Related Parties and Under-
                   writers, Promoters, and Employees other than
                   Related Parties                                        S-2

             III - Condensed Financial Information of Registrant          S-4

             XIV - Supplemental Information Concerning
                   Property-Casualty Insurance Operations                 S-6

            All other schedules for which provisions are made in the applicable
            regulation of the Securities and Exchange Commission have been
            omitted as they are not applicable, not required, or the
            information required thereby is set forth in the Financial
            Statements or the notes thereto.

         C.  The annual report on Form 10-K of American Premier Underwriters,
             Inc. (File No. 1-1569) for the period ended December 31, 1993, is
             hereby incorporated by reference.

            Copies of this Annual Report on Form 10-K and all subsequent
            reports filed pursuant to Section 13 of the Securities Exchange Act
            of 1934 may be obtained from the Commission's principal office at
            Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
            upon payment of the fees prescribed by the rules and regulations of
            the Commission or may be examined without charge at Room 1024 of
            the Commission's public reference facilities at the same address. 
            Copies of material filed with the Commission may also be inspected
            at the following regional offices:  500 West Madison Street, Suite
            1400, Chicago, Illinois 60661; and 7 World Trade Center, New York,
            New York 10048.

       3.  Exhibits - see Exhibit Index on page E-1.

   (b) Reports on Form 8-K:

              Date of Report                       Items Reported           
              February 23, 1994         1. Exchange Offer for AFC Debentures
                                        2. Proposal to sell personal lines
                                           business to American Premier

              March 17, 1994            1. Amended Exchange Offer terms
                                        2. Call for redemption of 13-1/2%
                                           Debentures
   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES
       AND UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
                       THREE YEARS ENDED DECEMBER 31, 1993
                                  (In Thousands)
   <TABLE>
   <CAPTION>
                              COLUMN B                         COLUMN D       
                            Balance at                         Deductions      
   COLUMN A                  beginning    COLUMN C      Amounts   Amount  
   Name of Debtor            of period   Additions    CollectedWritten Out
   American Financial Corporation
   <S>                       <C>           <C>          <C>        <C>    
   Year ended December 31, 1993:
     Rodger M. Miller       $   85(a)      $110(b)      $   -      $ -    

   Year ended December 31, 1992:
     James E. Evans           $  335        $ -         $  250     $ -    
     Fred J. Runk                136          -            136       -    
     Ronald F. Walker            370          -            285       -    


   Year ended December 31, 1991:
     James E. Evans           $1,301        $ 85        $1,051     $ -    
     Sandra W. Heimann           565          85           565       -    
     Rodger M. Miller            141          85           141       -    
     Thomas E. Mischell          351          85           351       -    
     Fred J. Runk                 51          85            -        -    
     Ronald F. Walker            401         119           150       -    
   <CAPTION> 
                                      COLUMN E      
                                      Balance at end    
                                      of period      
   COLUMN A                                Not  
   Name of Debtor              Current   Current
   American Financial Corporation
   <S>                          <C>        <C>  
   Year ended December 31, 1993:
     Rodger M. Miller           $ -        $195 


   Year ended December 31, 1992:
     James E. Evans               -       $ 85(a) 
     Fred J. Runk                 -         -   
     Ronald F. Walker             -         85(a) 


   Year ended December 31, 1991:
     James E. Evans               -        $335 
     Sandra W. Heimann            -          85 
     Rodger M. Miller             -          85 
     Thomas E. Mischell           -          85 
     Fred J. Runk                 -         136 
     Ronald F. Walker             -         370 
   <FN>
   (a)  Represents unsecured 7% note due in 1996.
   (b)  Represents unsecured 5.25% note due in five equal annual installments
        beginning in 1996.  

        See Note P to Financial Statements - "Transactions with Affiliates" for
   additional amounts due from related parties.
   </TABLE>
<PAGE>

   <PAGE>
                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

              SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES
       AND UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
                       THREE YEARS ENDED DECEMBER 31, 1993
                                  (In Thousands)
   <TABLE>
   <CAPTION>
                              COLUMN B                         COLUMN D      
                            Balance at                         Deductions      
   COLUMN A                  beginning    COLUMN C      Amounts
   Name of Debtor            of period   Additions    Collected     Other
   <S>                      <C>           <C>           <C>      <C>     
   Subsidiaries
   Year Ended December 31, 1993:
   American Premier:
     Robert E. Gill        $  117(a)      $   -        $   -    $  117(#)
     Neil M. Hahl             123(a)          -            -       123(#)
     Joseph M. Kampf          332(b)          -            -       332(#)
     Alfred W. Martinelli   8,906(c)          -            -     8,906(#)
     Robert W. Olson          260(a)          -            -       260(#)
     Sandi Stavenhagen        100(d)          -            -       100(#)


   Year Ended December 31, 1992:
   Spelling Entertainment:
     John T. Brady         $  250          $   -       $   -    $  250(#)
     Ronald Lightstone        500              -           -       500(#)
     Richard P. Rubinstein    100              -           -       100(#)

   American Premier:
     Mercad A. Cramer, Jr.    489              -          489      -     
     Robert E. Gill           -               117         -        -     
     Neil M. Hahl             -               123         -        -     
     Joseph M. Kampf          403             734         805      -     
     Alfred W. Martinelli   9,697           1,842       2,633      -     
     Robert W. Olson          170             118          28      -     
     Sandi Stavenhagen        101              -            1      -     


   Year Ended December 31, 1991:
   Spelling Entertainment:
     John T. Brady         $  -          $  250(*)     $  -     $  -     
     Jules Haimovitz          -           1,350(*)        -      1,350(e)
     Ronald Lightstone        -             500(*)        -        -     
     Richard P. Rubinstein    -             100(*)        -        -     

   American Premier:   
     Mercad A. Cramer, Jr.   -              489(*)        -        -     
     Joseph M. Kampf         -              403(*)        -        -     
     Alfred W. Martinelli    -            9,697(*)        -        -     
     Robert W. Olson         -              170(*)        -        -     
     Sandi Stavenhagen       -              101(*)        -        -     








   <PAGE>
<PAGE>

   <CAPTION>
                                         COLUMN E     
                                         Balance at end  
                                         of Period    
   COLUMN A                                    Not
   Name of Debtor                 Current  Current
   <S>                            <C>      <C>    
   Subsidiaries
   Year Ended December 31, 1993:
   American Premier:
     Robert E. Gill                  $ -      $ - 
     Neil M. Hahl                      -        - 
     Joseph M. Kampf                   -        - 
     Alfred W. Martinelli              -        - 
     Robert W. Olson                   -        - 
     Sandi Stavenhagen                 -        - 


   Year Ended December 31, 1992:
   Spelling Entertainment:
     John T. Brady                     -        - 
     Ronald Lightstone                 -        - 
     Richard P. Rubinstein             -        - 

   American Premier:
     Mercad A. Cramer, Jr.             -        - 
     Robert E. Gill                    -    117(a)
     Neil M. Hahl                      -    123(a)
     Joseph M. Kampf                   -    332(b)
     Alfred W. Martinelli              -  8,906(c)
     Robert W. Olson                   -    260(a)
     Sandi Stavenhagen                 -    100(d)


   Year Ended December 31, 1991:
   Spelling Entertainment:
     John T. Brady                     -    $  250
     Jules Haimovitz                   -       -  
     Ronald Lightstone                 -       500
     Richard P. Rubinstein             -       100

   American Premier:   
     Mercad A. Cramer, Jr.             -       489
     Joseph M. Kampf                   -       403
     Alfred W. Martinelli              -     9,697
     Robert W. Olson                   -       170
     Sandi Stavenhagen                 -       101
   <FN>
   (*)  Represents balance due at date company became a subsidiary.
   (#)  Represents balance due at date company ceased to be a subsidiary.

   (a)  Promissory notes of participants in stock option loan program; secured
        by shares purchased, bearing interest at rates ranging from 3.65% to
        7.06%.
   (b)  Note receivable, incidental to employee relocation, bearing interest at
        6.49% per annum.  Principal and interest are payable on or before June
        30, 2000.
   (c)  Includes recourse promissory notes of participants in American
        Premier's stock plan; secured by shares purchased, bearing interest at
        9% and due not later than ten years after purchase date.
   (d)  Mortgage note receivable, incidental to relocation, secured by
        homesite.  Principal and interest is payable monthly based on an
   <PAGE>
<PAGE>

        amortization schedule of 30 years and an annual interest rate of
        9-3/4%.
   (e)  Individual ceased being an employee during the year.
   </TABLE>
                   AMERICAN FINANCIAL CORPORATION - PARENT ONLY
           SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                  (In Thousands)
   <TABLE>
   <CAPTION>
                      Condensed Balance Sheet                        
                                                                                 December 31,      
                                                                    1993             1992
   <S>                                                           <C>             <C>     
   Assets:
     Cash and short-term investments                           $   2,681       $    8,816
     Investment in securities                                     12,217            3,381
     Receivables from affiliates                                 460,915          257,720
     Investment in subsidiaries                                1,051,028          949,997
     Investment in investee corporations                         267,219          281,887
     Other assets                                                 41,919           62,232
                                                              $1,835,979       $1,564,033
   Liabilities and Capital:
     Accounts payable, accrued expenses and other
       liabilities                                                46,840       $   65,168
     Payables to affiliates                                      630,795          634,027
     Long-term debt                                              571,874          557,161
     Capital subject to mandatory redemption                      49,232           27,683
     Other capital                                               537,238          279,994
                                                              $1,835,979       $1,564,033
   <CAPTION>
                        Condensed Statement of Operations                  
                                                                                     Year ended December 31,     
                                                              1993         1992         1991
   <S>                                                     <C>          <C>          <C>    
   Revenues:
     Dividends from:
       Subsidiaries                                       $248,168     $185,471     $502,005
       Investees                                             4,035       11,498        6,665
                                                           252,203      196,969      508,670
     Equity in undistributed earnings (losses)
       of subsidiaries and investees                        65,435     (309,970)    (219,087)
     Realized losses on sales of securities                 (1,743)      (2,476)      (9,908)
     Gains (losses) on sales of investees                   59,182        1,772       (9,171)
     Gains on sales of subsidiaries                           -          64,483       36,298
     Provision for impairment of investments                  -         (12,300)     (47,290)
     Investment and other income                            21,370       16,397       15,134
                                                           396,447      (45,125)     274,646
   Costs and Expenses:
     Interest charges on intercompany borrowings             3,736        5,632       27,958
     Interest charges on other borrowings                   71,057       70,619       73,832
     Other operating and general expenses                   59,669       23,478       54,146
                                                           134,462       99,729      155,936
   Earnings (loss) from continuing operations 
     before income taxes                                   261,985     (144,854)     118,710
   Provision for income taxes                               37,296       17,446       62,156

   Earnings (loss) from continuing operations              224,689     (162,300)      56,554

   Discontinued operations                                    -            -          15,796

   Earnings (loss) before extraordinary items and
     cumulative effect of accounting change                224,689     (162,300)      72,350
   <PAGE>
<PAGE>

   Extraordinary items                                      (4,559)        -            -   
   Cumulative effect of accounting change                     -          85,400         -   

   Net Earnings (Loss)                                    $220,130    ($ 76,900)    $ 72,350


                       AMERICAN FINANCIAL CORPORATION - PARENT ONLY
           SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                  (In Thousands)
   
</TABLE>
<TABLE>
   <CAPTION>
                      Condensed Statement of Cash Flows             


                                                                                       Year ended December 31,    
                                                                1993         1992        1991
   <S>                                                      <C>         <C>          <C>     
   Operating Activities:
     Net earnings (loss)                                    $220,130    ($ 76,900)   $ 72,350
     Adjustments:
       Cumulative effect of accounting change                   -         (85,400)       -   
       Equity in earnings of subsidiaries                   (168,244)     (49,407)   (207,869)
       Equity in net losses (earnings) of
         investees                                            (1,963)     222,545      (3,991)
       Depreciation and amortization                           2,252        4,019       3,971
       Provision for impairment of investments                  -          12,300      47,290
       Realized gains on sales of subsidiaries
         and investments                                     (57,421)     (64,581)    (17,219)
       Writeoff of debt discount and issue costs              24,814         -           -   
       Change in receivables and payables
         from affiliates, net                               (196,338)    (108,462)     96,923
       Increase (decrease) in payables                       (13,146)     (17,931)     23,331
       Dividends from subsidiaries and investees             131,914       72,651      64,056
       Other                                                 (15,417)     (30,719)     (1,877)
                                                             (73,419)    (121,885)     76,965
   Investing Activities:
     Purchases of subsidiaries and other
       investments                                           (29,501)     (42,690)     (1,117)
     Sales of subsidiaries and other
       investments                                           126,196      167,663         483
     Other, net                                                  344           35     (21,524)
                                                              97,039      125,008     (22,158)
   Financing Activities:
     Additional long-term borrowings                           9,984          786         915
     Reductions of long-term debt                             (9,062)     (17,516)     (5,498)
     Issuance of capital stock                                  -          15,000      19,409
     Repurchases of capital stock                             (2,643)     (10,549)     (6,756)
     Cash dividends paid                                     (28,034)     (29,001)    (30,453)
                                                             (29,755)     (41,280)    (22,383)

   Net Increase (Decrease) in Cash and Short-term Investments (6,135)     (38,157)     32,424

   Cash and short-term investments at beginning
     of period                                                 8,816       46,973      14,549

   Cash and short-term investments at end
     of period                                              $  2,681     $  8,816    $ 46,973

   </TABLE>
   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES
                SCHEDULE XIV - SUPPLEMENTAL INFORMATION CONCERNING
                      PROPERTY-CASUALTY INSURANCE OPERATIONS
                       THREE YEARS ENDED DECEMBER 31, 1993
                                  (IN MILLIONS)
   <TABLE>
   <CAPTION>
   Column A        Column B       Column C      Column D    Column E     Column F
                                       (a)
                              Reserves For
                   Deferred  Unpaid Claims           (b)
   Affiliation       Policy     and Claims      Discount         (c)
   With         Acquisition     Adjustment   Deducted In    Unearned       Earned
   Registrant         Costs       Expenses      Column C    Premiums     Premiums

   CONSOLIDATED PROPERTY-CASUALTY ENTITIES
   <S>                 <C>          <C>              <C>        <C>        <C>   
   1993                $137         $2,724           $56        $675      $1,495(d)

   1992(e)             $169         $3,444           $51        $814       $2,151

   1991                                                                    $1,197

   <CAPTION>
   Column A         Column G                   Column H         Column I  Column J   Column K
                                         Claims and Claim Amortization       Paid
                                         Adjustment Expensesof Deferred    Claims
   Affiliation           Net             Incurred Related To Policy     and Claim
   With           Investment      Current      Prior    Acquisition    Adjustment    Premiums
   Registrant         Income         Year      Years          Costs      Expenses     Written
   <S>                  <C>       <C>          <C>             <C>         <C>        <C>    
   1993                 $206(d)    $1,103(d)   ($39)(d)        $345(d)    $1,052(d)    $1,587(d)

   1992(e)              $301       $1,589      ($34)           $494        $1,461      $2,222

   1991                 $192       $  877      ($30)           $292        $  856      $1,190

   <FN>
   (a)  Grossed up for reinsurance recoverables of $611 and $558 at December 31,
        1993 and 1992 respectively.
   (b)  Discounted at rates ranging from 3.5% to 8%.
   (c)  Grossed up for prepaid reinsurance premiums of $122 and $82 at December 31,
        1993 and 1992 respectively.
   (d)  Includes American Premier's Insurance Group through March 31, 1993.
   (e)  Includes American Premier's Insurance Group.



   AMERICAN PREMIER INSURANCE GROUP

   Information for American Premier is not included since that company files such information
   with the Commission as a registrant in its own right.
   </TABLE>
   <PAGE>
<PAGE>

                                INDEX TO EXHIBITS

                          AMERICAN FINANCIAL CORPORATION


   Number              Exhibit Description

     3        Articles of Incorporation and Code
              of Regulations, filed as Exhibit 3
              to AFC's Form 10-K for 1988.                      *

     4        Instruments defining the            The rights of holders of
              rights of security holders.         Registrant's Preferred Stock
                                                  are defined in the Articles
                                                  of Incorporation.  Registrant
                                                  has no outstanding debt
                                                  issues exceeding 10% of the
                                                  assets of Registrant and
                                                  consolidated subsidiaries.

              Management Contracts:
    10(a)       Book Value Incentive Plan, filed as
                Exhibit 10(a) to AFC's Form 10-K
                for 1983.                                       *

    10(b)       Option Agreement, filed as Exhibit
                10(b) to AFC's Form 10-K for 1983.               *

    10(c)       Nonqualified ESORP Plan, filed as Exhibit
                10(e) to AFC's Form 10-K for 1989.               *

    12        Computation of ratios of earnings
              to fixed charges and fixed charges
              and preferred dividends.                           

    21        Subsidiaries of the Registrant.                    

    28        Information from reports furnished to
              state insurance regulatory authorities.            

    99        Form 10-K of American Premier Underwriters, Inc.
              for 1993.                                          


    (*) Incorporated herein by reference.
   <PAGE>
<PAGE>

                 AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

         EXHIBIT 12 - COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
                     AND FIXED CHARGES AND PREFERRED DIVIDENDS
                              (Dollars in Thousands)
   <TABLE>
   <CAPTION>
                                                                                                                                    
                                                                              1993        1992         1991        1990        1989

     <S>                                                                  <C>         <C>          <C>         <C>        <C>      
     Pretax income (loss) excluding discontinued operations               $257,426   ($144,854)    $118,710    $ 77,450    $ 38,553
     Minority interest in subsidiaries having fixed charges(*)              34,800      37,685       44,369      15,779     (20,904)
     Less undistributed equity in losses (earnings) of investees           (25,067)    376,020        5,817     (28,362)    (27,663)
     Fixed charges:
       Interest expense                                                    153,836     212,150      245,757     353,220     368,134
       Debt discount and expense                                             5,273       4,698        6,961       9,273       9,214
       One-third of rentals                                                  5,801      16,341       45,286      74,166      65,003

           EARNINGS                                                       $432,069    $502,040     $466,900    $501,526    $432,337


     Fixed charges:
       Interest expense                                                   $153,836    $212,150     $245,757    $353,220    $368,134
       Debt discount and expense                                             5,273       4,698        6,961       9,273       9,214
       One-third of rentals                                                  5,801      16,341       45,286      74,166      65,003
       Pretax preferred dividend requirements of subsidiaries                 -           -             598       2,913       3,774
       Capitalized interest                                                   -           -           5,495       8,423       2,448

           FIXED CHARGES                                                  $164,910    $233,189     $304,097    $447,995    $448,573


     Fixed charges and preferred dividends:
       Fixed charges - per above                                          $164,910    $233,189     $304,097    $447,995    $448,573
       Preferred dividends (**)                                             26,122      26,218       24,899      24,180      29,711

           FIXED CHARGES AND PREFERRED DIVIDENDS                          $191,032    $259,407     $328,996    $472,175    $478,284




     Ratio of Earnings to Fixed Charges                                       2.62        2.15         1.54        1.12        0.96


     Earnings sufficient (insufficient) to cover Fixed Charges            $267,159    $268,851     $162,803    $ 53,531   ($ 16,236)


     Ratio of Earnings to Fixed Charges and Preferred Dividends               2.26        1.94         1.42        1.06        0.90


     Earnings sufficient (insufficient) to cover Fixed Charges
       and Preferred Dividends                                            $241,037    $242,633     $137,904    $ 29,351   ($ 45,947)

     <FN>
     (*)  Amounts include preferred dividends of subsidiaries.

     (**) Amounts represent preferred dividend requirements multiplied by the ratio that pretax earnings bears to
          net earnings (within AFC's consolidated tax group) in periods when there is a tax provision.
     </TABLE>



     <PAGE>
<PAGE>
























                                            AMERICAN FINANCIAL CORPORATION

                   EXHIBIT 21 - SUBSIDIARIES OF THE REGISTRANT


      The following is a list of subsidiaries of AFC at December 31, 1993.  All
   corporations are subsidiaries of AFC and, if indented, subsidiaries of the
   company under which they are listed.

                                                                  Percentage of
                                                     State of     Common Equity
   Name of Company                                 Incorporation    Ownership  

   American Financial Enterprises, Inc.              Connecticut       83%
   Great American Holding Corporation                Ohio             100
     Great American Insurance Company                Ohio             100
       American Annuity Group, Inc.                  Delaware          80
         Great American Life Insurance Company       Ohio             100
       American Empire Surplus Lines Insurance
         Company                                     Delaware         100
       American National Fire Insurance Company      New York         100
       Great American Management Services, Inc.      Ohio             100
       Mid-Continent Casualty Company                Oklahoma         100
       Stonewall Insurance Company                   Alabama          100
       Transport Insurance Company                   Ohio             100


           The names of certain subsidiaries are omitted, as such subsidiaries
   in the aggregate would not constitute a significant subsidiary.

           See Part I, Item 1 of this Report for a description of certain
   companies in which AFC owns a significant portion and accounts for under the
   equity method.
<PAGE>






















   <PAGE>

                          AMERICAN FINANCIAL CORPORATION

                 EXHIBIT 28 - INFORMATION FROM REPORTS FURNISHED
                    TO STATE INSURANCE REGULATORY AUTHORITIES



                         Schedule P of Annual Statements



   A.  CONSOLIDATED PROPERTY AND CASUALTY ENTITIES   -   See Attached Schedules

             Schedule P (prepared in accordance with the rules prescribed by
             the National Association of Insurance Commissioners) includes the
             reserves of AFC's consolidated property and casualty
             subsidiaries.  The following is a summary of Schedule P reserves
             (in millions): 

                                                                       GAI
                                                                 Insurance
                                                                     Group
             Schedule P - Part 1 Summary - col. 33                  $1,823
                                         - col. 34                     321
             Statutory Loss and Loss Adjustment Expense Reserves    $2,144



   B.  UNCONSOLIDATED SUBSIDIARIES                                    None



   C.  50% OR LESS OWNED PROPERTY AND CASUALTY INVESTEES         Not Included

             Information for American Premier Underwriters, Inc. for 1993 is
             not included since that company files such information with the
             Commission as a registrant in its own right.
<PAGE>




















   <PAGE>



                                    Signatures


            Pursuant to the requirements of Section 13 of the Securities
   Exchange Act of 1934, American Financial Corporation has duly caused this
   Report to be signed on its behalf by the undersigned, duly authorized.


                                             American Financial Corporation


   Signed:  March 28, 1994                   BY:s/CARL H. LINDNER              

                                                  Carl H. Lindner
                                                  Chairman of the Board and
                                                    Chief Executive Officer






            Pursuant to the requirements of the Securities Exchange Act of
   1934, this report has been signed below by the following persons on behalf
   of the Registrant and in the capacities and on the dates indicated:

         Signature                           Capacity                 Date



   s/CARL H. LINDNER                    Chairman of the Board    March 28, 1994
     Carl H. Lindner                      of Directors



   s/ROBERT D. LINDNER                  Director                 March 28, 1994
     Robert D. Lindner
<PAGE>

   s/RONALD F. WALKER                   Director*                March 28, 1994
     Ronald F. Walker



   s/FRED J. RUNK                       Vice President and       March 28, 1994
     Fred J. Runk                         Treasurer (principal
                                          financial and accounting
                                          officer)


   * Member of the Audit Committee
   <PAGE>

             -----------------------------------------------------------------
             -----------------------------------------------------------------

                            SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C. 20549
                                                    
                                         FORM 10-K

                   [X] Annual Report Pursuant to Section 13 or 15(d) of
                            the Securities Exchange Act of 1934

             <TABLE>
             <S>                                             <C>
             For the fiscal year ended December 31, 1993     Commission file
             number 1-1569
             </TABLE>

                                            or
                 [ ] Transition Report Pursuant to Section 13 or 15(d) of
                            the Securities Exchange Act of 1934

                            AMERICAN PREMIER UNDERWRITERS, INC.
                  (Exact name of registrant as specified in its charter)

                      Pennsylvania                     23-6000765
             (State or other jurisdiction of           (I.R.S. Employer
              incorporation or organization)          Identification No.)

                 One East Fourth Street
                    Cincinnati, Ohio                         45202
             (Address of principal executive offices)      (Zip Code)

             <TABLE>
             <S>                                                <C>
             Registrant's telephone number, including area code: (513)
             579-6600

             </TABLE>

             Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of each exchange on
               Title of each class                       which registered
               -------------------                   ------------------------

             Common Stock, $1 par value . . . . . . . New York Stock Exchange
<PAGE>

             Securities registered pursuant to Section 12(g) of the Act:

                                           None
                                     (Title of class)

                  Indicate by check mark whether the registrant (1) has filed
             all reports required to be filed by Section 13 or 15(d) of the
<PAGE>








             Securities Exchange Act of 1934 during the preceding 12 months
             (or for such shorter period that the registrant was required to
             file such reports), and (2) has been subject to such filing
             requirements for the past 90 days. Yes X  No___

                  Indicate by check mark if disclosure of delinquent filers
             pursuant to Item 405 of Regulation S-K (Section 229.405 of this
             chapter) is not contained herein, and will not be contained, to
             the
             best of registrant's knowledge, in definitive proxy or
             information
             statements incorporated by reference in Part III of this Form
             10-K or any amendment to this Form 10-K. [X]

                  At March 15, 1994, the aggregate market value of the regist-
             rant's voting stock held by non-affiliates was $670 million.

                  Indicate the number of shares outstanding of each of the
             registrant's classes of common stock, as of the latest practica-
             ble date.

                      Class                  Outstanding at March 15, 1994
                      -----                  -----------------------------
             Common Stock, $1 par value          46,092,718 shares*

                  The following documents have been incorporated by reference
             into the Parts of this Report indicated:

             (1) Certain parts of the 1993 Annual Report to Shareholders, as 
                 indicated herein (Parts I and II)

             (2) Proxy statement involving the election of directors which
                 the registrant intends to file with the Commission within 120
                 days after December 31, 1993 (Part III)

             __________________________

                  * As of March 15, 1994, 1,376,948 additional shares of
             Common Stock remained to be distributed pursuant to the registr-
             ant's 1978 Plan of Reorganization.
             -----------------------------------------------------------------
             -----------------------------------------------------------------

             <PAGE>
<PAGE>









                                            TABLE OF CONTENTS                 


                                                                         Page

             PART I

             ITEM   1.   BUSINESS. . . . . . . . . . . . . . . . . . . .   1

                         Introduction. . . . . . . . . . . . . . . . . .   1

                         Description of Businesses . . . . . . . . . . .   2

                               Insurance . . . . . . . . . . . . . . . .   2

                               Non-Insurance Operations. . . . . . . . .  12

                         General . . . . . . . . . . . . . . . . . . . .  14

                         Employees . . . . . . . . . . . . . . . . . . .  14

             ITEM   2.   PROPERTIES. . . . . . . . . . . . . . . . . . .  14

             ITEM   3.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . .  15

             ITEM   4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                           HOLDERS . . . . . . . . . . . . . . . . . . .  16

             EXECUTIVE OFFICERS OF THE REGISTRANT. . . . . . . . . . . .  16

             PART II

             ITEM   5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS . . . . . . . . .  18

             ITEM   6.   SELECTED FINANCIAL DATA . . . . . . . . . . . .  18

             ITEM   7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                           CONDITION AND RESULTS OF OPERATIONS . . . . .  18

             ITEM   8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . .  18

             ITEM   9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                           ACCOUNTING AND FINANCIAL DISCLOSURE . . . . .  18

             PART III

             ITEM  10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE
                           REGISTRANT. . . . . . . . . . . . . . . . . .  18

             ITEM  11.   EXECUTIVE COMPENSATION. . . . . . . . . . . . .  18

             ITEM  12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
<PAGE>








                           AND MANAGEMENT. . . . . . . . . . . . . . . .  18

             ITEM  13.   CERTAIN RELATIONSHIPS AND RELATED
                           TRANSACTIONS. . . . . . . . . . . . . . . . .  18

             PART IV

             Item  14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
                           REPORTS ON FORM 8-K . . . . . . . . . . . . .  19

             <PAGE>
<PAGE>









                                                 PART I

             ITEM 1.  BUSINESS

                                              INTRODUCTION

                  American Premier Underwriters, Inc. (the "Company"), the
             Registrant, was incorporated in the Commonwealth of Pennsylvania
             in 1846.  Effective March 25, 1994, the Company changed its
             corporate name from The Penn Central Corporation to American
             Premier Underwriters, Inc. in order to better reflect its new
             identity as a property and casualty insurance specialist.

                  Formerly a diversified company, the Company has reoriented
             its corporate focus on specialty property and casualty insurance
             through a number of strategic acquisitions and divestitures.  Its
             principal operations are conducted by a group of non-standard
             private passenger automobile insurance companies (the "NSA
             Group") that were purchased in 1990 and by Republic Indemnity
             Company of America ("Republic Indemnity"), a California workers'
             compensation insurance company that the Company purchased in
             1989.  See "Description of Businesses--Insurance".

                  In furtherance of its acquisition strategy, on February 10,
             1994, the Company announced that it is considering a proposal
             from American Financial Corporation ("AFC") for the purchase by
             the Company of the personal lines insurance businesses owned by
             Great American Insurance Company ("GAI"), a wholly owned subsid-
             iary of AFC, for a proposed purchase price of approximately
             $380 million in cash.  GAI's personal lines businesses reported
             net earned premiums of $342 million in 1993 and $322 million in
             1992.  Approximately 70% of these premiums came from standard
             private passenger automobile insurance, 25% from multiperil
             homeowners' insurance and 5% from other lines.  GAI has advised
             the Company that separate income statements for the personal
             lines businesses are not available because these lines have been
             included with GAI's other insurance lines for financial reporting
             purposes.  However, GAI estimates that on a stand-alone basis the
             personal lines businesses had pro forma accident year statutory
             combined ratios of 99.0% in 1993 and 99.1% in 1992.  AFC's
             proposal for the sale of the personal lines businesses to the
             Company would include the transfer by GAI of an investment
             portfolio of securities with a market value of approximately $450
             million, consisting principally of investment grade bonds.  GAI
             estimates that the generally accepted accounting principles
             ("GAAP") net book value of the businesses that would be trans-
             ferred at closing would be approximately $200 million.

                  The Company's Board of Directors (the "Board") has at this
             stage concluded that the proposed acquisition merits serious
             consideration, in part because it could further the Company's
             strategy of achieving higher returns by investing its substantial
             cash resources in profitable property and casualty insurance 
<PAGE>








             businesses.  The Board also concluded that the proposed acquisi-
             tion is potentially attractive in that it could provide the
             Company with the opportunity to become a full-service provider of
             private passenger automobile insurance on a nationwide basis that
             can take advantage of the Company's existing auto insurance
             management and underwriting skills.

                  The Board has appointed a special committee of its outside
             directors to review the proposal.  The special committee is
             empowered to negotiate all aspects of the proposed transaction,
             including the purchase price proposed by AFC.  Completion of a
             transaction would be subject to certain conditions, including
             approval by the special committee, receipt by the Company of an
             appropriate fairness opinion from an investment banking firm and
             any required regulatory approvals.  AFC owns 40.5% of the Com-
             pany's Common Stock and AFC's principal shareholder, Carl H.
             Lindner, is Chairman of the Board and Chief Executive Officer of
             the Company.

                  On May 20, 1993, the Company purchased Leader National
             Insurance Company ("Leader National") from The Dyson-Kissner-
             Moran Corporation for $38 million in cash.  Leader National
             writes non-standard private passenger automobile insurance and,
             to a lesser extent, non-standard commercial automobile insur-
             ance.  

                  The Company continues to seek acquisitions and investment
             opportunities, primarily in the property and casualty insurance
             area.  At December 31, 1993, the Company had $611.2 million of

             <PAGE>

             cash, temporary investments and marketable securities (other than
             those held by its insurance operations) that could be available
             for such purposes.  It is not possible to predict the nature or
             impact on the Company of any other acquisition or investment that
             might be made.

                  In furtherance of its strategy to sell all of its wholly
             owned non-insurance operating subsidiaries, the Company sold in
             August 1993 the defense services operations conducted by Vitro
             Corporation for approximately $94 million and also sold in 1993
             and the first quarter of 1994 units that install satellite commu-
             nications networks, provide engineering services to the nuclear
             energy industry and provide rail testing services, respectively,
             for an aggregate of approximately $17.8 million.

                  During 1993, the Company, in underwritten public offerings,
             sold its 19.3% position in the common shares of Tejas Gas Corpo-
             ration for net proceeds of $106.6 million (resulting in a pre-tax
             gain to the Company of $80.0 million) and sold its 20% position
             in the limited partnership units of Buckeye Partners, L.P. for
             net proceeds of $71.6 million (resulting in a pre-tax gain of
             $18.5 million).
<PAGE>








                  In December 1993, the Company signed an agreement in princi-
             ple with the Metropolitan Transportation Authority of the State
             of New York (the "MTA") that provides for an extension of the end
             of the Company's lease to the MTA of Grand Central Terminal      

             ("GCT") and the Harlem and Hudson commuter rail lines from the
             year 2032 to 2274.  It also provides for the grant of an option
             to the MTA to purchase the leased property in 25 years.  In
             return, the Company would receive consideration having an esti-
             mated present value of $55 million, principally in the form of
             increased future lease rental payments.  See "Description of
             Businesses--Non-Insurance Operations--Other--GCT and Related
             Development Rights".

                  The Company has reported, as of the beginning of its 1993
             tax year, an aggregate consolidated net operating loss carry-
             forward for Federal income tax purposes of $825 million and an
             aggregate capital loss carryforward of $384 million.  The 1993
             consolidated Federal income tax return will report a remaining
             net operating loss carryforward currently estimated at $610
             million, which will expire at the end of 1996 unless previously
             utilized, and a remaining capital loss carryforward estimated at
             $262 million, which will expire at the end of 1997 unless previ-
             ously utilized.  See Note 7 of the Notes to Financial Statements
             of the Company and its subsidiaries ("Notes to Financial State-
             ments") that are incorporated herein by reference to the Com-
             pany's 1993 Annual Report to Shareholders.


                                 DESCRIPTION OF BUSINESSES

                  Set forth below is a narrative description of the business
             operations of the Company's Insurance segment, which is the only
             reportable industry segment for which financial information is
             presented in the financial statements referred to in Item 8 of
             this Report.  In addition, information is presented with respect
             to the Company's "Non-Insurance Operations".

                                         INSURANCE

               Introduction
               ------------

                  The Company's principal operations are conducted through
             specialty property and casualty insurance subsidiaries that
             underwrite and market non-standard automobile and workers'
             compensation insurance.

                  The Company's primary objective in its insurance operations
             is to achieve underwriting profitability, in addition to earning
             income from investment of premiums.  The Company has met this
             objective in each of the four full years that it has owned its
             insurance operations.  In 1993, these operations had an overall
             GAAP combined ratio of 96.2% (representing a 3.8% underwriting
<PAGE>








             profit).  On a statutory basis, the combined ratio was 94.0%, as
             compared with a property and casualty statutory insurance average
             of 109.2% (as estimated by A.M. Best).  The Company experienced
             net earned premium growth of 27.5% in 1993 while maintaining
             underwriting profitability.  Management's philosophy is to
             refrain from writing business that is not expected to produce an
             underwriting profit even if it is necessary to limit premium
             growth to do so.

                                             2
             <PAGE>

                  The overall profitability of the Company's insurance busi-
             ness is a function of both its underwriting profitability and the
             performance of its investment portfolio.  See "Liquidity and 
             Capital Resources--Investing and Financing Activity" and "Analy-
             sis of Continuing Operations--Insurance" in "Management's Discus-
             sion and Analysis of Financial Condition and Results of
             Operations"
             ("Management's Discussion and Analysis") that is incorporated
             herein by reference to the Company's 1993 Annual Report to
             Shareholders and Note 3 of the Notes to Financial Statements
             for information regarding investments and investment income of
             the Company's Insurance segment.

                  In October 1993, the Clinton Administration introduced in
             Congress proposed legislation called the Health Security Act (the
             "HSA"), which would guarantee all Americans access to comprehen-
             sive health care services provided through health plans.  If the
             HSA were enacted, health plans would provide medical treatment
             for injuries sustained in the workplace or in an automobile
             accident.  Workers' compensation and automobile insurers would
             continue to be responsible for the costs of treatment covered by
             their policies and would reimburse health plans for services
             provided.  The HSA also would create a Commission on Integration
             of Health Benefits, which would study the feasibility and appro-
             priateness of transferring to health plans financial responsi-
             bility for all medical benefits covered under workers' compensa-
             tion and automobile insurance and would submit a report to the
             President by July 1, 1995 that would provide a detailed plan for
             integration if integration is recommended.  The Company is unable
             to predict whether or in what form the HSA will be enacted or, if
             enacted, what effect it would have on the Company's insurance
             operations.  However, depending on its actual terms, the HSA, and
             any subsequent legislation mandating such integration, could
             potentially have a material adverse effect on the Company's
             future insurance operations.

               Non-Standard Automobile Insurance
               ---------------------------------

                  General.  The NSA Group is engaged in the writing of insur-
             ance coverage on private passenger automobile physical damage and
             liability policies for "non-standard risks".  The NSA Group has
<PAGE>








             four principal operating units comprised of Atlanta Casualty
             Company, Windsor Insurance Company, Infinity Insurance Company
             and
             Leader National Insurance Company and their respective
             subsidiaries
             ("Atlanta Casualty", "Windsor", "Infinity" and "Leader National",
             respectively) and includes a total of ten insurance companies. 
             Atlanta Casualty, Windsor, Infinity and Leader National are rated
             A+ (Superior), A+ (Superior), A (Excellent) and A- (Excellent),
             respectively, by A.M. Best, which rates insurance companies based
             upon factors of concern to policyholders.

                  Non-standard risks are those individuals who are unable to
             obtain insurance through standard market carriers due to factors
             such as age, record of prior accidents, driving violations,
             particular occupation or type of vehicle.  Premium rates for
             non-standard risks are generally higher than for standard risks. 
             Total private passenger automobile insurance premiums written by
             insurance carriers in the United States in 1993 have been esti-
             mated by A.M. Best to be approximately $93 billion.  Since it can
             be viewed as a residual market, the size of the non-standard
             private passenger automobile insurance market changes with the
             insurance environment and grows when standard coverage becomes
             more restrictive.  Although this factor, as well as industry
             differences in the criteria which distinguish standard from non-
             standard insurance, make it difficult to make estimates of
             non-standard market size, NSA Group management believes that the 
             voluntary non-standard market has accounted for approximately 10%
             to 15% of total private passenger automobile insurance premiums
             written in recent years.  State "assigned risk" plans also
             service this market as an alternative to voluntary private
             insurance.

                  The NSA Group's net written premiums increased from $660
             million in 1992 to $902 million in 1993.  The NSA Group attrib-
             utes its premium growth in recent years primarily to entry into
             new
             states, increased market penetration in its existing states,
             overall growth in the non-standard market and the inclusion of
             $46.2 million of net written premiums following the May 1993
             purchase of Leader National.  Management of the Company believes
             the non-standard market has experienced significant growth in
             recent years as standard insurers have become more restrictive in
             the types of risks they will write.  The NSA Group writes busi-
             ness in 38 states and holds licenses to write policies in 45
             states and the District of Columbia.

                                                3
             <PAGE>

                  The geographic distribution of the NSA Group gross written
             premiums in 1993, including Leader National's gross written
             premiums from its May 20, 1993 date of acquisition by the Compa-
             ny, compared to 1992 was as follows:
<PAGE>








             <TABLE>
             <CAPTION>
                                                   Years Ended December 31,   

                                             ---------------------------------
                                                 1993                 1992 
                                             -----------           -----------
                                                    (Dollars in millions)
             <S>                          <C>       <C>        <C>      <C>
             Florida ...................  $121.1     13.3%     $131.7    19.8%
             Georgia ...................   110.7     12.2        90.8    13.7
             Texas .....................    96.5     10.6        37.1     5.6
             California ................    54.0      5.9        52.2     7.9
             Arizona ...................    53.7      5.9        39.2     5.9
             Tennessee .................    41.3      4.6        31.0     4.7
             Alabama ...................    34.2      3.8        27.4     4.1
             Connecticut ...............    33.5      3.7        23.4     3.5
             Missouri ..................    31.2      3.4        14.8     2.2
             Indiana ...................    29.3      3.2        22.6     3.4
             All Other .................   302.9     33.4       193.9    29.2
                                           -----     ----       -----    ----

             TOTAL......................  $908.4    100.0%     $664.1   100.0%
                                          ------    ------     ------   ------
                                          ------    ------     ------   ------
             </TABLE>

             In early 1993, the Company acquired 51% of the stock of a start-
             up insurance company in the United Kingdom which specializes in
             non-standard automobile insurance.  During 1993, this company had
             gross written premiums of $23.7 million, of which $9.8 million
             was reinsured by one of the Company's wholly owned insurance
             subsidiaries.

                  Underwriting results of insurance companies are frequently
             measured by their combined ratios.  Underwriting results are
             generally considered profitable when the combined ratio is under
             100%.  The following table sets forth information with respect to
             the combined ratios for the NSA Group and the total private
             passenger automobile insurance industry for the periods shown:

             <TABLE>
             <CAPTION>
                                                  Years Ended December 31,
                                                  ------------------------    

                                             1993         1992          1991
             <S>                           <C>           <C>           <C>
             NSA Group
               GAAP
                 Loss and Loss Adjustment
                   Expense ("LAE") Ratio... 71.6%         69.7%         69.9%
                 Underwriting Expense Ratio 25.4          26.4          25.2
                                            -----         -----         -----
<PAGE>








                 Combined Ratio............ 97.0%         96.1%         95.1%
                                            -----         -----         -----
                                            -----         -----         -----
               Statutory
                 Loss and LAE Ratio........ 72.5%         69.7%         70.5%
                 Underwriting Expense Ratio 24.4          26.1          26.5
                                            -----         -----         -----

                 Combined Ratio ........... 96.9%         95.8%         97.0%
                                            -----         -----         -----

             Total Private Passenger Automobile
               Insurance Industry Statutory
               Combined Ratio(1) ..........102.0% (Est.) 102.0%        104.7%
             ---------------------
             </TABLE>

             (1)  Industry information was derived from Best's Insurance
                  Management Reports Property/Casualty Supplement (January 3,
                  1994 edition).  The comparison shown is to the private

                                                4
             <PAGE>

                  passenger automobile insurance industry.  Although the Com-
                  pany believes that there is no reliable regularly published
                  combined ratio data for the non-standard automobile    
                  insurance industry, the Company believes that such a com-
                  bined ratio would present a less favorable comparison in
                  that it would be lower than the private passenger automobile
                  industry average shown above.

             The increase in the combined ratio for 1993 was primarily caused
             by rate adjustments which more favorably affected 1992 underwrit-
             ing results and an increase in losses in the 1993 first quarter
             resulting from a more severe winter than in 1992.  A decrease in
             the underwriting expense ratio due to growth in earned premiums
             which outpaced associated expenses partially offset such factors.

                  The NSA Group management believes that it has achieved
             underwriting profits over the past several years as a result of
             refinement of various risk profiles, thereby dividing the consum-
             er market into more defined segments which can either be excluded
             from coverage or surcharged adequately.  Effective cost control
             measures, both in the underwriting and claims handling areas,
             have further contributed to the underwriting profitability of the
             NSA Group.  In addition, the NSA Group generally writes policies
             of short duration, allowing more frequent evaluation of the rates
             on individual risks.

                  Marketing.  Each of the four principal units in the NSA
             Group is responsible for its own marketing, sales, underwriting 
             and claims processing.  Sales efforts are primarily directed
             toward independent agents to convince them to select an NSA Group
<PAGE>








             insurance company for their customers.  These units each write
             policies through approximately 5,000 to 20,000 independent
             agents. 

                  Of the approximately 920,000 NSA Group policies in force at
             December 31, 1993, fewer than 6% had policy limits in excess of
             $50,000 per occurrence.  Most NSA Group policies are written for
             policy periods of six months or less, and some are as short as
             one month.

                  Reinsurance.  Due in part to the limited exposure on indi-
             vidual policies, none of the insurance carriers in the NSA Group
             is involved to a material degree in reinsuring risks with third
             party insurance companies.  Risks written by NSA Group companies
             in excess of certain limits are in some cases reinsured with a
             major reinsurance company.  In general, the risk retained by the
             NSA Group companies ranges from $100,000 to $500,000 of ultimate
             net loss for each occurrence and certain portions of ultimate net
             losses in excess of such limits. Reinsurance premiums paid by the
             NSA Group in 1993 amounted to less than 1% of net written premi-
             ums of the NSA Group for the period.  See Notes 3 and 17 of the
             Notes to Financial Statements for further information regarding
             reinsurance.

                  Competition.  A large number of national, regional and local
             insurers write non-standard private passenger automobile insur-
             ance coverage.  Insurers in this market generally compete on the
             basis of price (including differentiation on liability limits,
             variety of coverages offered and deductibles), geographic avail-
             ability and ease of enrollment and, to a lesser extent, reputa-
             tion for claims handling, financial stability and customer
             service.  NSA Group management believes that sophisticated data
             analysis for refinement of risk profiles has helped the NSA Group
             to compete successfully on the basis of price without negatively
             affecting underwriting profitability.  The NSA Group attempts to
             provide selected pricing for a wider spectrum of risks and with a
             greater variety of payment options, deductibles and limits of
             liability than are offered by many of its competitors.  The NSA
             Group does not issue any participating policies and does not pay
             dividends to policyholders, except for Leader National, which
             paid
             policyholders $107,000 in dividends in 1993 pursuant to certain
             commercial vehicle programs.

                   Regulation.  Like all insurance companies, including
             Republic Indemnity discussed below under "Workers' Compensation
             Insurance", the NSA Group insurance companies are subject to
             regulation in the jurisdictions in which they do business.  In
             general, the insurance laws of the various states establish
             regulatory agencies with broad administrative powers governing,
             among other things, premium rates, solvency standards, licensing
             of insurers, agents and brokers, trade practices, forms of poli-
             cies, maintenance of specified reserves and capital for the
             protection of policyholders, deposits of securities for the
<PAGE>








             benefit of policyholders, investment activities and relationships
             between insurance subsidiaries and their parents and affiliates.
             Material transactions between insurance subsidiaries and their
             parents andaffiliates generally must be disclosed and prior
             approval of the applicableinsurance regulatory authorities
             generally is required for any such transaction which may be
             deemed to be extraordinary.  In addition, while regulations
             differ from state to state, they typically restrict the maximum
             amount of dividends that may be paid by an insurer to its share-
             holders in any twelve-month period without advance regulatory

                                              5
             <PAGE>

             approval.  Such limitations are generally based on earnings or
             statutory surplus.  Under applicable restrictions, the maximum
             amount of dividends that may be paid by the NSA Group to the
             Company during 1994 without seeking regulatory clearance is $32.8
             million.  

                  Most states have created insurance guarantee associations to
             provide for the payment of claims for which insolvent insurers
             are liable but which cannot be paid out of such insolvent in-
             surers' assets.  In applicable states, insurance companies,
             including the NSA Group companies, are subject to assessment by
             such associations, generally to the extent of such companies' pro
             rata share of such claims based on premiums written in the
             particular line of business in the year preceding the assessment,
             and subject to certain ceilings on the amount of such assessments
             in any year.  In 1993, the NSA Group companies paid assessments
             to such associations aggregating approximately $1.2 million.

                  In addition, many states have created "assigned risk" plans,
             jointunderwriting associations and other similar arrangements to
             provide state mandated minimum levels of automobile liability
             coverage to drivers whose driving records or other relevant
             characteristics make it difficult for them to obtain insurance in
             the voluntary market.  Automobile liability insurers in those
             states are required to sell such coverage to a proportionate
             number (generally based on the insurer's share of the automobile
             liability insurance market in such state) of those drivers
             applying for placement as assigned risks. Assigned risks account-
             ed for less than 1% of net written premiums of the NSA Group
             companies in 1993.  Premium rates for assigned risk business are
             established by the regulators of the particular state plan and
             are frequently inadequate in relation to the risks insured,
             resulting in underwriting losses.

                  In 1993, the NSA Group received approximately $54.0 million
             in net written premiums from California. Prior to 1989, automo-
             bile insurance rates in California, other than assigned risk
             rates discussed above, were not subject to approval by any
             governmental agency and generally were determined by competitive
             market forces.  In November 1988, Proposition 103 was approved by
<PAGE>








             the California voters.  It mandated important changes in the
             California insurance market, including the requirement that
             insurance companies roll back automobile insurance rates to 80%
             of the November 1987 levels, maintain those rates for one year
             and obtain prior approval of rates beginning in 1989.  The
             Company's acquisition of the NSA Group in 1990 was structured to
             protect the Company against the consequences of any rate rollback
             applied to the acquired operations.  As for the prior approval
             requirements, the company through which the NSA Group obtains its
             net written premiums in California increased its rates in August
             1989; disposition of its applications for additional rate
             increases had, as with other companies, been suspended pending
             adoption of regulations implementing Proposition 103.  However,
             recent legislation in California generally provides that applica-
             tions for rate increases made on or after July 1, 1993 will be
             deemed approved after 180 days unless disapproved by the Depart-
             ment of Insurance.  The Company is unable to predict whether or
             at what level future rate increases, when applied for, may be
             approved. Over time, the failure to receive appropriate rate
             increases could result in reduced underwriting profitability in
             California for the NSA Group.  In addition, the Company could
             experience loss of premium volume in California as a result of
             actions it would take to maintain such profitability.

                  The operations of the NSA Group are dependent on the laws
             and regulations of the states in which its insurance companies
             are domiciled or licensed or otherwise conduct business, and
             changes in those laws and regulations have the potential to
             materially affect the revenues and expenses of the NSA Group.
             The Company is unable to predict whether or when Proposition
             103-type initiatives or similar laws or regulations may be
             adopted or enacted in other states or what the impact of such
             developments would be on the future operations and revenues of
             its insurance businesses in such states.

               Workers' Compensation Insurance
               -------------------------------

                  General.  Republic Indemnity is engaged in the sale of
             workers' compensation insurance in California.  In 1993, it also
             began writing in Arizona.  Republic Indemnity is currently rated
             A+ (Superior) by A.M. Best.

                  Workers' compensation insurance policies provide coverage
             for workers' compensation and employer's liability.  The workers'
             compensation portion of the coverage provides for statutorily
             prescribed benefits that employers are required to pay to employ-
             ees who are injured in the course of employment including, among

                                              6
             <PAGE>

             other things, temporary or permanent disability benefits, death
             benefits, medical and hospital expenses and expenses of vocation-
<PAGE>








             al rehabilitation.  The benefits payable and the duration of such
             benefits are set by statute, and vary with the nature and severi-
             ty of the injury or disease and the wages, occupation and age of
             the employee.  The employer's liability portion of the coverage
             provides protection to an employer for its liability for losses
             suffered by its employees which are not included within the
             statutorily prescribed workers' compensation coverage.  Republic
             Indemnity generally  ssues policies for one-year periods.

                  Workers' compensation insurance operations are affected by
             employment trends in their markets, the incidence of litigation
             activities, legal and medical costs, the use of vocational reha-
             bilitation programs and the filing of traditionally non-occupa-
             tional injuries, such as stress and trauma claims. While higher
             claims costs are ultimately reflected in premium rates, there
             historically has been a time lag of varying periods between the
             incurrence of higher claims costs and premium rate adjustments,
             which may unfavorably affect underwriting results.

                  In California, minimum premium rates for workers' compensa-
             tion insurance are determined by the California Insurance Commis-
             sioner (the "Insurance Commissioner") based in part upon recom-
             mendations of the Workers' Compensation Insurance Rating Bureau
             of California (the "Bureau").  Such rates are set for over 400
             categories of employment and generally are applied to the policy-
             holder's payroll.  The Bureau proposed a 12.6% rate increase for
             new and renewal policies entered into on and after January 1,
             1993, but the Insurance Commissioner did not grant any increase.
             Moreover, as discussed under "--Regulation" below, on July 16,
             1993, the California legislature enacted legislation reducing
             workers' compensation insurance minimum premium rates by 7% with
             immediate effect and, on July 28, 1993, enacted legislation
             repealing the minimum rate law effective January 1, 1995.  In
             addition, on December 1, 1993, the Insurance Commissioner ordered
             a 12.7% minimum premium rate decrease effective January 1, 1994
             for new and renewal policies entered into on and after January 1,
             1994.

                  The following table sets forth information with respect to
             the combined ratios for Republic Indemnity and the total workers'
             compensation industry for the periods shown:

             <TABLE>
             <CAPTION>
                                                      Years Ended December 31,

              
                                                  
             -------------------------------
                                                   1993         1992        
             1991 
                                                   ----         ----        
             ----
             <S>                                  <C>          <C>         
             <C>
<PAGE>








             Republic Indemnity
               GAAP
                 Loss and LAE Ratio .............  59.0%        66.4%       
             66.4%
                 Underwriting Expense Ratio .....  15.4         16.1        
             16.4
                                                   -----        -----       
             -----

                 Total Loss and Expense Ratio ...  74.4         82.5        
             82.8
                  Policyholder Dividend Ratio ...  20.3         17.1        
             16.7
                                                   -----        -----       
             -----

                  Combined Ratio ................  94.7%        99.6%       
             99.5%
                                                   -----        -----       
             -----
                                                   -----        -----       
             -----

               Statutory
                 Loss and LAE Ratio .............  59.0%        69.1%       
             66.5%
                 Underwriting Expense Ratio .....  15.4         16.0        
             16.2
                                                   -----        -----       
             -----

                 Total Loss and Expense Ratio ...  74.4         85.1        
             82.7
                  Policyholder Dividend Ratio ...  13.7         11.6        
             17.7
                                                  -----        -----       
             -----

                  Combined Ratio ................  88.1%        96.7%      
             100.4%

                                                   -----        -----      
             ------
                                                   -----        -----      
             ------

             Total Workers' Compensation Industry
               Statutory Combined Ratio(1) ...... 111.5%(Est.) 121.5%      
             122.6%
             ------------------
             </TABLE>

             (1)  Industry information was derived from Best's Insurance
                  Management Reports Property/Casualty Supplement (January 3,
<PAGE>








                  1994 edition).

                                             7
             <PAGE>

             The decrease in the combined ratio for 1993 was primarily caused
             by a decrease in the frequency of losses, in part due to a 
             reduction in fraudulent claims, and a lower underwriting
             expense ratio as compared with 1992.

                  Management believes that the sum of Republic Indemnity's
             loss and LAE and underwriting expense ratios (together, its "loss
             and expense ratio") has been relatively low compared to that of
             other companies writing workers' compensation in California.  As
             a result of its lower loss and expense ratio, Republic Indemnity
             has been able to pay policyholder dividends which are higher than
             those paid by most of its competitors.

                  Management believes that Republic Indemnity's favorable loss
             and expense ratio record has been attributable to strict under-
             writing standards, loss control services, a disciplined claims
             philosophy and expense containment.  Management believes that
             these factors, as well as Republic Indemnity's favorable reputa-
             tion with insureds for paying policyholder dividends, have
             contributed to a high policy renewal rate.  From 1991 through
             1993, the percentage of Republic Indemnity's policies renewed
             increased from 72.8% to 83.9% and the percentage of premiums
             represented by policy renewals increased from 77.2% to 89.2% of
             the premiums eligible for renewal.

                  In recent years, the California market has been adversely
             affected by recessionary economic conditions, resulting in lower
             payrolls of California employers that form the basis of premium
             assessments.  Nevertheless, Republic Indemnity experienced a
             17.3% growth in net written premiums in 1993 over 1992.  A con-
             tributing factor to Republic Indemnity's 1993 premium growth was
             the withdrawal from the Southern California market by several
             large workers' compensation carriers due to continuing underwrit-
             ing losses.  

                  Marketing.  Republic Indemnity writes insurance through
             approximately 550 independent property and casualty insurance
             brokers.  In 1993, none of these produced more than 4.6% of total
             premiums.  The largest three of these produced approximately 10%
             of total premiums.  Republic Indemnity has in excess of 11,300
             policies in force, the largest of which represents less than
             1% of net premiums written.

                  Reinsurance.  In its normal course of business and in
             accordance with industry practice, Republic Indemnity reinsures a
             portion of its exposure with other insurance companies so as to
             limit its maximum loss arising out of any one occurrence.  Rein-
             surance does not legally discharge the original insurer from
             primary liability.  Republic Indemnity retains the first $1.5
<PAGE>








             million of each loss, the next $1.5 million of each loss is
             reinsured with a major reinsurance company, the next $2 million
             of each loss is shared equally by Republic Indemnity and the
             reinsurance company and the remaining $120 million of each loss
             is covered by reinsurance provided by a group of more than 50
             reinsurance companies.  Premiums for reinsurance ceded by
             Republic
             Indemnity in 1993 were 1.0% of net written premiums for the
             period.
             Republic Indemnity does not assume reinsurance, except as an
             accommodation to policyholders who have a small percentage of
             their
             employees outside the state of California.  See Notes 3 and 17 
             of the Notes to Financial Statements for further information on
             reinsurance.

                  Competition. Republic Indemnity competes with both the
             California State Compensation Insurance Fund (the "State Fund")
             and over 300 other companies writing workers' compensation
             insurance in California.  In 1992, the State Fund wrote approxi-
             mately $1.8 billion in direct written premiums, which was approx-
             imately 20.6% of the insured workers' compensation market in
             California.  In addition, many employers are self-insured. 
             According to published sources, no other company wrote in excess
             of $470 million in direct written premiums in 1992.  Republic
             Indemnity wrote $401 million in statutory direct written premiums
             in 1992.  With a market share of approximately 4.7% in 1992, not
             including risks self-insured by employers, Republic Indemnity
             believes that it is currently the third largest writer of
             workers' compensation insurance in California, including the
             State Fund.

                  Approximately 95% of net premiums written by Republic
             Indemnity in 1993 were from the sale of policies that provide for
             the discretionary payment of dividends to policyholders as a
             refund of premiums paid when Republic Indemnity's experience with
             such policyholders has been more favorable than certain specified
             levels and Republic Indemnity has had favorable financial
             results.

                  Because companies may not set workers' compensation premiums
             at rates lower than those approved by the Insurance Commissioner,
             competition is based primarily on an insurer's reputation for

                                             8
             <PAGE>

             paying dividends to policyholders.  Management believes that
             Republic Indemnity's record and reputation for paying relatively
             high policyholder dividends have enhanced its competitive posi-
             tion.  Moreover, the Company believes that its position was
             favorably impacted by the State Fund's reduction of its policy-
             holder dividends during 1992 which made the State Fund program
             less attractive to the market.  Other competitive factors include
<PAGE>








             loss control services, claims service, service to brokers and
             commission schedules. While many companies, including certain of
             the largest writers, specialize in the writing of California
             workers' compensation insurance, Republic Indemnity believes it
             has a competitive advantage over certain other companies offering
             all lines of insurance in that its specialization in the workers'
             compensation field enables it to concentrate on that business
             with a favorable effect upon operations.  Republic Indemnity may
             be at a competitive disadvantage when businesses that purchase
             general property and casualty insurance are encouraged by other
             insurers to place their workers' compensation insurance as part
             of an overall insurance package.  Although Republic Indemnity is
             one of the largest writers of workers' compensation insurance in
             California, certain of its competitors are larger and/or have
             greater resources than Republic Indemnity.

                  Regulation.  Republic Indemnity's insurance activities are
             regulated by the California Department of Insurance for the
             benefit of policyholders.  The Department of Insurance has broad
             regulatory, supervisory and administrative powers along the lines
             of those promulgated by most states relating to the activities of
             their domestically incorporated insurers and the conduct of all
             insurance business within their respective jurisdictions, as
             described more fully under "Non-Standard Automobile Insurance"
             above.  As indicated above, minimum premium rates for workers' 
             compensation insurance are determined by the Insurance Commis-
             sioner based in part upon recommendations of the Bureau.

                  On July 16, 1993, California enacted legislation effecting
             an overall 7% reduction in workers' compensation insurance
             premium rates with immediate effect, increasing statutory wor-
             kers' compensation benefits for temporary and permanent disabili-
             ty commencing initially July 1, 1994 and increasing again in
             1995 and 1996, expanding the rights of employers under workers'
             compensation insurance policies to obtain access to insurance
             company files and introducing several reforms intended to reduce
             workers' compensation costs.  The reforms include a tightening of
             the standards for job-related stress and post-termination claims,
             introducing measures designed to curb medical costs, limiting the
             frequency of medical-legal evaluations, capping the amount of
             compensable vocational rehabilitation expenses and strengthening
             penalties for fraudulent claims.  The legislation authorizes the
             Insurance Commissioner to approve further reductions in premium
             rates so long as the further reduced rates are "adequate".  It
             also prohibits the Insurance Commissioner, prior to January 1,
             1995, from approving any premium rate that is greater than the
             reduced rates effected by the legislation.  On July 28, 1993,
             California enacted further legislation that will replace the
             workers' compensation insurance minimum rate law, effective
             January 1, 1995, with a procedure permitting insurers to use
             any rate within 30 days after filing it with the Insurance
             Commissioner unless the rate is disapproved by the Insurance
             Commissioner.  On December 1, 1993, the Insurance Commissioner
             ordered an additional 12.7% minimum premium rate decrease effec-
<PAGE>








             tive January 1, 1994 for new and renewal policies entered into
             on and after January 1, 1994.  The legislation also provides for
             the licensing of "managed" health care organizations to provide
             care for injuries covered by workers' compensation and generally
             permits employers to require employees to obtain medical services
             for their work-related injuries for a certain period of time from
             a health care organization selected by the employer, unless the
             employee chooses to be treated by a physician designated by the
             employee prior to the injury.

                  If the workers' compensation cost savings resulting from the
             new legislation are inadequate to offset the impact of premium
             rate reductions, increased benefits and expanded employers'
             rights, the profitability of Republic Indemnity's workers'
             compensation insurance operations could be adversely affected. 
             Management believes that this effect may be mitigated by Republic
             Indemnity's ability to reduce its relatively high policyholder
             dividends, although a reduction in dividends could affect premium
             volume.  Greater price competition is expected to result when the
             repeal of the minimum premium rates that now govern all workers'
             compensation insurers becomes effective, and Republic Indemnity's
             operations could be affected adversely.  The Company believes
             that the legislation's provisions relating to "managed" health
             care organizations will probably result in certain workers'
             compensation insurers seeking affiliation, contractual or other-
             wise, with one or more health care organizations.  The Company

                                             9
             <PAGE>

             continues to evaluate the implications of these provisions but is
             unable to predict whether their ultimate impact on its workers'
             compensation insurance operations will be positive or adverse. 
             While Republic Indemnity has continued to operate on a profitable
             basis, no assurance can be given that it could continue to do so
             in the face of adverse regulatory developments.

                  Shareholder dividends paid within any twelve-month period
             from a California property and casualty insurance company to its
             parent without regulatory approval cannot exceed the greater of
             10% of the insurer's statutory policyholders' surplus as of the
             preceding December 31, or 100% of its net income for the preced-
             ing calendar year, a limitation during 1994 of $61.6 million in
             the aggregate for Republic Indemnity.  

                  Due to the existence of the State Fund, California does not
             require licensed insurers to participate in any involuntary pools
             or assigned risk plans for workers' compensation insurance. 
             California has guarantee regulations to protect policyholders of
             insolvent insurance companies.  In California, an insurer cannot
             be assessed an amount greater than 1% of its premiums written in
             the preceding year, and the full amount is required to be recov-
             ered through a mandated surcharge to policyholders.  Premiums
             written under workers' compensation policies are subject to
<PAGE>








             assessment only with respect to covered losses incurred by the
             insolvent insurer under workers' compensation policies.  There
             were no such assessments for policy year 1993.

                  Proposition 103, which is described more fully under "Non-
             Standard Automobile Insurance" above, does not affect workers'
             compensation insurance as directly as other lines of business
             principally because its rate rollback feature does not apply to
             workers' compensation insurance.

               Reinsurance Subsidiary
               ----------------------

                  Penn Central Reinsurance Company, a subsidiary of the
             Company, commenced the writing of reinsurance in 1990.  Earned
             premiums in 1993 and 1992 were approximately $10.7 million and
             $9.8 million, respectively.


               Liability for Property-Casualty Losses and Loss Adjustment
             Expenses
              
             -----------------------------------------------------------------
             --
               
                  The consolidated financial statements of the Company and its
             subsidiaries that are incorporated herein by reference include
             the estimated liability for unpaid losses and LAE of the Com-
             pany's insurance subsidiaries.  The liabilities for losses and
             LAE are determined using actuarial and statistical procedures and
             represent undiscounted estimates of the ultimate net cost of all
             unpaid losses and LAE incurred through December 31 of each year. 
             These estimates do not represent an exact calculation of liabili-
             ties but rather involve actuarial projections at a given time of
             what the Company expects the ultimate settlement and administra-
             tion of claims will cost based on facts and circumstances then
             known, estimates of incurred but not reported losses, predictions
             of future events, estimates of future trends in claims' severity
             and judicial theories of liability as well as other factors such
             as inflation and are subject to the effect of future trends on
             claim settlement.  These estimates are continually reviewed and
             adjusted as experience develops and new information becomes
             known.  In light of present facts and current legal interpreta-
             tions, management believes that adequate provision has been made
             for loss and LAE reserves.  However, establishment of appropriate
             reserves is an inherently uncertain process, and there can be no
             certainty that currently established reserves will prove adequate
             in light of subsequent actual experience.  Future loss develop-
             ment could require reserves for prior periods to be increased,
             which would adversely impact earnings in future periods.

                  Increases in claim payments are caused by a number of
             factors that vary with the individual types of policies written. 
             Future costs of claims are projected based on historical trends
<PAGE>








             adjusted for changes in underwriting standards, policy provi-
             sions, the anticipated effect of inflation and general economic
             trends.  These anticipated trends are monitored based on actual
             development and are reflected in estimates of ultimate claim
             costs.

                  The following table provides an analysis of changes in the
             estimated liability for losses and LAE over the past three years,
             net of all reinsurance activity, in accordance with GAAP:

                                            10
             <PAGE>

             <TABLE>
             <CAPTION>
                                                             1993      1992   

              1991
                                                             ----      ----   

              ----
                                                               (Dollars in
             millions)
               <S>                                          <C>       <C>     

             <C> 
                Balance at beginning of year..............  $763.5    $663.9  

             $601.7
                                                            ------    ------  

             ------

                Provision for losses and LAE
                  occurring in the current year...........   914.7     706.8  

              601.0

                Net increase (decrease) in provision
                  for claims occurring in prior years.....   (57.8)    (20.2) 

              (21.7)
                                                            -------   ------- 

             -------

                                                             856.9     686.6  

              579.3
                                                            -------   ------- 

             -------
               
                Payments for losses and LAE occurring during:
                  Current year............................   413.0     294.7  
<PAGE>

              257.7
                  Prior years ............................   345.1     292.3  

              259.4
                                                            ------    ------  

             ------

                                                             758.1     587.0  

              517.1
                                                            ------    ------  
<PAGE>








             ------

                Loss and LAE reserves of subsidiaries
                  purchased ..............................    54.0      --    

               -- 
              
                                                            ------    ------  

             ------

                Balance at end of year....................   916.3     763.5  

              663.9

                Reinsurance receivable on unpaid
                  losses and LAE at end of year (1).......    45.1      --    

               -- 
                                                            ------    ------  

             ------ 

                Balance at end of period, gross of
                  reinsurance receivable (1) .............  $961.4    $763.5  

             $663.9
                                                            ------    ------  

             ------
                                                            ------    ------  

             ------
             ---------------------
             </TABLE>
                            
             (1)  New accounting rules effective in 1993 require that
             insurance
                  liabilities be reported without deducting reinsurance
             amounts.
                  See Note 1 of Notes to Financial Statements.

                  The decreases in the provision for claims occurring in prior
             years results from reductions in the estimated ultimate losses
             and LAE related to such claims.

                  The difference between the liability for losses and LAE
             reported in the annual statements filed with the state insurance
             departments in accordance with statutory accounting principles
             and
             that reported in the consolidated financial statements that are
             incorporated herein by reference in accordance with GAAP is $45.1
             million at December 31, 1993, which is equal to the reinsurance
             receivable on unpaid losses and LAE at December 31, 1993.
                  
                  The following table presents the development of the liabil-
<PAGE>

             ity for losses and LAE net of reinsurance for 1989 (the year the 

             Company acquired its first insurance subsidiary) through 1993. 
             The
             top line of the table shows the estimated liability for unpaid
             losses and LAE recorded at the end of the indicated years.  The
<PAGE>








             remainder of the table presents development as percentages of the
             estimated liability.  The development results from additional
             information and experience in subsequent years.  The middle line
             shows a cumulative redundancy which represents the aggregate
             percentage decrease in the liability initially estimated.  The
             lower portion of the table indicates the cumulative amounts paid
             as
             of successive periods as a percentage of the original liability.

             <TABLE>
             <CAPTION>
                                           1989     1990     1991     1992   
             1993
                                           ----     ----     ----     ----   
             ----
                                                     (Dollars in millions)
               <S>                        <C>      <C>      <C>      <C>    
             <C>
               Liability for unpaid
                    losses and LAE ...... $369.1   $601.7   $663.9   $763.5 
             $916.3

               Liability re-estimated as of:
                 One year later .........   97.0%    96.5%    97.0%    92.4%
                 Two years later ........   89.7%    93.0%    93.4%
                 Three years later ......   85.7%    91.0%
                 Four years later .......   85.5%

               Cumulative Redundancy.....   14.5%     9.0%     6.6%     7.6%  
             N/A
                                           ------   ------   ------   ------ 
             ----- 
                                           ------   ------   ------   ------ 
             -----

               Cumulative paid as of:
                 One year later .........   19.5%    43.0%    44.1%    40.6%
                 Two years later ........   49.1%    64.4%    64.5%
                 Three years later ......   64.6%    75.2%
                 Four years later .......   71.4%

             </TABLE>

                                                 11
             <PAGE>

                  The preceding table does not present accident or policy year
             development data.  As indicated in the preceding table, the
             Company has developed redundancies for all periods presented. 
             These redundancies were offset, in part, by deficiencies related
             to workers' compensation in the 1990 and 1991 accident years.
             Furthermore, in evaluating the re-estimated liability and cumula-
             tive redundancy, it should be noted that each percentage includes
             the effects of changes in amounts for prior periods.  For exam-
<PAGE>








             ple, a redundancy related to losses settled in 1993, but incurred
             in 1989, would be included in the re-estimated liability and
             cumulative redundancy percentage for each of the years 1989
             through 1992.  Conditions and trends that have affected develop-
             ment of the liability in the past may not necessarily exist in
             the future.  Accordingly, it is not appropriate to extrapolate
             future redundancies based on this table.

                                        NON-INSURANCE OPERATIONS

               Businesses Divested and to be Divested
               --------------------------------------

                  On December 10, 1992, the Company announced its intention to
             pursue the divestiture of all of its wholly owned non-insurance 
             subsidiaries, consisting of its defense services operations and
             five smaller diversified industrial businesses.

                  On August 25, 1993, the Company sold its defense services
             operations, which provide diverse technology and engineering
             support to government agencies worldwide and manufacture various
             technical products, to Tracor, Inc. for approximately $94 million
             in cash, subject to post-closing working capital adjustments.  On
             July 13, 1993, the Company sold its Engineering and Technical
             Services unit, which principally designs, engineers and installs
             satellite and microwave communications networks, for cash and
             notes approximating its $7 million book value.  On September 22,
             1993, the Company sold its NES unit, which provides consulting,
             engineering, systems design and other services to the nuclear
             energy and hazardous waste industries, for cash and notes appro-
             ximating its $1 million book value.  On March 11, 1994, the
             Company sold its Sperry Rail unit, which provides track testing
             services for the railroad industry, for approximately $9.8
             million in cash.  

                  The Company also is pursuing the sale of the following two
             businesses:

                       The Company's Apparatus unit manufactures aerial lift
                  trucks and utility bodies (mobile tools) under the Telsta
                  and Holan product names for the telecommunications, electric
                  utility and cable television industries which are used for
                  installing and maintaining aerial cable.  This unit also
                  manufactures telecommunications cable pressurization and    
                  safety equipment under the Puregas and Mopeco product names
                  for the telecommunications and power utility industries.

                       The Company's Marathon Power Technologies Company unit
                  manufactures vented-cell nickel-cadmium batteries which are
                  used primarily for private, commercial and military aircraft
                  and other heavy-duty starting applications and also as a
                  standby power source.  This unit also manufactures sealed-
                  cell nickel-cadmium batteries, as well as static inverters
                  for aircraft electrical systems.
<PAGE>








             The Company has reached agreements in principle for the sale of
             these two businesses for an aggregate of approximately $36
             million.

                  See Note 2 of Notes to Financial Statements for information
             with respect to the revenues, operating income and carrying value
             of the businesses sold and to be sold.

               Other
               -----

                  Contract Drilling.  The Company owns approximately 53.9% of
             the common stock of DI Industries, Inc. ("DI"), which is engaged
             primarily in the business of providing onshore contract drilling
             and well workover services to firms in the oil and gas industry. 
             DI owns or operates 97 drilling and workover rigs located in 12
             states, four rigs in Argentina and one rig in Guatemala.  Drill-
             ing operations are conducted primarily in Texas, Louisiana,
             Oklahoma, Arkansas, Ohio, western Pennsylvania, New York, Michi-
             gan, Argentina and Guatemala.  Well workover services are provid-
             ed in Montana, Utah, North Dakota and Colorado.  Customers
             include large and small independent producers and major oil
             companies.  DI also engages in commercial drilling activities,
             generally consisting of drilling shafts for underground tunneling
             projects and caissons for highway and bridge projects, and heavy
             equipment sales and repair.  DI also engages in oil and gas
             exploration, production and development, primarily in Oklahoma,
             Texas and Louisiana.

                                             12
             <PAGE>

                  Oil and Gas Properties.  The Company owns certain oil and
             gas properties, located primarily in Oklahoma and Texas.

                  Coal Properties.  The Company and a subsidiary own fee
             interests in coal properties in Illinois, Ohio and Pennsylvania. 
             Most of these properties are leased at various royalty rates to
             coal mining companies under long-term arrangements, including
             fixed-term leases with renewal options and exhaustion leases. 
             The Company does not produce, prepare or sell coal or conduct
             mining operations.

                  Eight mines operated by lessees of the leased coal proper-
             ties, and carried at approximately $3.4 million, supply steam
             coal for electrical utilities or industrial customers.  The
             future level of royalties above certain minimum and advance
             royalties from the reserves presently under lease will depend
             upon the rate of mining, the change in certain price indices and,
             in some instances, the sales price of the coal.  During 1993, the
             leased coal properties produced royalties of $6.7 million.

                  GCT and Related Development Rights.  Subsidiaries of the
             Company own GCT in New York City and rights (the "Development
<PAGE>








             Rights") to develop or transfer approximately 1.7 million square
             feet of floor space in the GCT area.  The Development Rights are
             derived from such subsidiaries' ownership of the land upon which
             GCT is constructed. Utilization or transfer of such rights
             requires the approval of certain New York City agencies.  If
             required governmental approvals are obtained, the floor space may
             be developed on the GCT site, contiguous sites or certain parcels
             of land in the vicinity, in each case subject to the requirements
             of applicable law.  In 1972, the Company leased GCT (but not the
             Development Rights) and its related Harlem and Hudson rail lines
             to
             the MTA for an initial term expiring in 2032, which is subject to
             renewal options.

                  In December 1993, the Company reached an agreement in
             principle with the MTA that provides for an extension of the end
             of the Company's lease to the MTA of GCT and the Harlem and
             Hudson commuter rail lines from the year 2032 to 2274.  It also
             provides for the grant of an option to the MTA to purchase the
             leased property in 25 years.  In return, the Company would
             receive consideration having an estimated present value of $55
             million, consisting principally of a $5 million cash payment and
             an increase in future lease rental payments to the Company of
             approximately $2 million per year.  The agreement in principle
             also calls for the Company to relinquish its right to construct
             an office building over GCT.  However, the Company will retain
             its rights to transfer the Development Rights from GCT to other
             sites in the surrounding area.

                  In November 1983, the Company and two of its subsidiaries
             entered into an agreement (the "Agreement") with a partnership
             controlled by The First Boston Corporation (the "Partnership")
             for the sale by the two subsidiaries to the Partnership of 1.5
             million square feet of Development Rights for use on one or more
             sites neighboring GCT.  If a closing were to occur under the 
             Agreement, the purchase price to be received by the two subsid-
             iaries and the consideration to be received by the Company for
             release of its leasehold interest in the Development Rights
             could, under the applicable contractual formula, exceed $95
             million.  Consummation of the transaction is conditioned on
             receipt by the Partnership of a special permit from the New York
             City Planning Commission (the "CPC") to transfer at least a
             majority of the Development Rights under contract to a site owned
             by the Partnership in the vicinity of GCT.  In August 1989, the
             CPC denied the Partnership's application for such a permit,
             whereupon the Partnership brought a lawsuit in New York State
             Supreme Court challenging the denial.  In August 1991, the Court
             dismissed the lawsuit on a summary judgment motion.  In May 1993,
             the Appellate Division of the New York State Supreme Court af-
             firmed the dismissal.  The New York State Court of Appeals
             refused to grant leave for further appeal.  In February 1994, the
             Partnership petitioned the U.S. Supreme Court for a writ of
             certiorari to review the case. It is not possible at this time to
             predict whether the Partnership's lawsuit will be successful. 
<PAGE>








             The Agreement terminates by its terms one year after final
             resolution of the lawsuit if a special permit for the transfer of
             Development Rights to the Partnership's site has not theretofore
             been issued by the CPC.

                  Real Estate Operations.  Subsidiaries of the Company own
             certain land and rights associated with the potential development
             of areas adjacent to, and above, certain rail lines in the New
             York City and Westchester County, New York areas. Scarsdale, New
             York has designated a subsidiary of the Company as preferred
             developer for the construction of a residential and retail use
             project adjacent to the Scarsdale commuter railroad station.  The
             agreement in principle with the MTA discussed above under "GCT
             and Related Development Rights" would transfer all such develop-
             ment rights to the MTA, except those related to the proposed
             Scarsdale project.

                                             13
             <PAGE>

                  The Company also has a program for the sale of real estate
             assets that relate to its former rail operations and other
             surplus land and manufacturing facilities.

                  Management Company.  Buckeye Management Company, a subsid-
             iary of the Company, manages as the sole general partner of, and
             owns a 1% interest in, Buckeye Partners, L.P., which owns and
             operates refined petroleum products and crude oil pipelines in
             the northeast and midwestern United States.

                                          GENERAL
                   
                  Compliance with federal, state and local environmental
             protection laws during 1993 had no material effect upon the
             Company's capital expenditures, earnings or competitive position,
             and management anticipates no such material effects resulting
             from compliance during 1994.  However, certain claims are pending
             against the Company and certain of its subsidiaries relating to
             the generation, disposal or release into the environment of
             allegedly hazardous substances, as described below under Item
             3--"Legal Proceedings".

                                         EMPLOYEES

                  As of December 31, 1993, the approximate number of employees
             of the Company and its consolidated subsidiaries was:

             Insurance .......................................         3,000
             Non-Insurance Operations ........................         2,300
             Corporate........................................           100
                                                                       -----

             Total ...........................................         5,400
                                                                       -----
<PAGE>








                                                                       -----

                  Approximately 550 of these employees, all in the Non-Insur-
             ance Operations, are covered by collective bargaining agreements.

             ITEM 2.  PROPERTIES

                  The Company's operations are conducted principally within
             the United States, and the Company believes that its principal
             facilities, all of which are owned unless otherwise noted, are
             maintained in good operating condition and are adequate for the
             present needs of its operations.  

                  The principal facilities by reportable industry segment and
             other operations are as follows:

                                         INSURANCE

               Non-Standard Automobile
               -----------------------

                  The NSA Group's principal offices are leased facilities
             located in Birmingham, Alabama (57,000 square feet), Atlanta
             (78,000 square feet) and Norcross (58,000 square feet), Georgia
             and Independence, Ohio (29,000 square feet).  These leases expire
             in January 1995, May 1998, August 2000 and March 1998, respec-
             tively.

               Workers' Compensation
               ---------------------

                  Republic Indemnity leases office space in Encino (72,000
             square feet), San Francisco (43,000 square feet), San Diego
             (11,000 square feet) and Sacramento (9,000 square feet), Califor-
             nia, and Phoenix, Arizona (2,000 square feet) under agreements
             expiring in May 1996, March 2001, December 1998, July 1996 and
             September 1994, respectively.

                                 NON-INSURANCE OPERATIONS

               Businesses to be Divested
               -------------------------

                  The Company's Apparatus unit operates four plants in four
             states, which have an aggregate floor space of approximately
             301,000 square feet.  Two of these four plants (aggregating
             41,000 square feet) are leased under leases expiring in July 1996
             and January 1997, respectively, and both have renewal options. 

                                             14
             <PAGE>

             Power Tech owns 50 acres in Waco, Texas on which it has a 200,000
             square-foot battery manufacturing facility and a 15,000
<PAGE>








             square-foot office facility.

               Contract Drilling
               -----------------

                  At March 15, 1994, DI's contract oil and gas well drilling
             fleet consisted of 60 rigs (21 active) based in Texas, Louisiana,
             Oklahoma, Arkansas, Ohio, western Pennsylvania, New York, Michi-
             gan, Argentina and Guatemala.  At March 15, 1994, the well
             workover service rig fleet totaled 24 rigs (18 active) based in
             Montana, Utah, North Dakota and Colorado.  In addition, at March
             15, 1994, DI owned 3 and operated 13 commercial drilling rigs
             under a cash flow sharing agreement, 6 of which were active. 
             Also, at March 15, 1994, 2 rigs were held for resale.

               Oil and Gas Properties
               ----------------------

                  All of the Company's oil and gas properties are located in
             the United States.  As of December 31, 1993, the Company had
             interests in 73 gross (36 net) producing oil wells and 4 gross (1
             net) producing gas wells and 6,160 gross (2,965 net) developed
             and 23,246 gross (5,601 net) undeveloped acres.  As of March 31,
             1993, DI had interests in 238 gross (9 net) producing oil
             wells and 574 gross (14.7 net) producing gas wells and 179,539
             gross (5,648 net) developed and 335 net undeveloped acres.

               Coal Properties
               ---------------

                  The Company and a subsidiary own fee interests in approxi-
             mately 161,000 acres of coal properties in Illinois, Ohio and
             Pennsylvania.  Approximately 105,000 acres of these properties
             remain leased at various royalty rates to coal mining companies
             under long-term arrangements, including fixed-term leases with
             renewal options and exhaustion leases.

               GCT and Related Development Rights
               ----------------------------------

                  Subsidiaries of the Company own GCT and rights to develop
             floor space in the Grand Central Terminal area of New York City,
             as discussed under Item 1--"Description of Businesses--Non-
             Insurance Operations--GCT and Related Development Rights".

               Real Estate Operations
               ----------------------

                  The Company's real estate inventory at December 31,1993
             included approximately 20,000 acres of real estate (including
             approximately 80 acres with surplus manufacturing facilities)
             spread throughout 13 states.
<PAGE>








             ITEM 3.  LEGAL PROCEEDINGS

                  The U.S. Government and other parties have asserted claims
             against the Company as a potentially responsible party for
             clean-up costs ("Clean-up Costs") under the Comprehensive
             Environmental Response, Compensation and Liability Act ("CERCLA")
             at a Superfund site at the Paoli, Pennsylvania railyard ("Paoli
             Yard"), formerly owned and operated by the Company's prede-
             cessor, Penn Central Transportation Company ("PCTC").  A Record
             of Decision was issued by the U.S. Environmental Protection
             Agency on July 21, 1992 presenting a final selected remedial
             action for the Paoli Yard in accordance with CERCLA having an
             estimated cost of approximately $28.3 million.  This figure is an
             estimate of the cost to remediate the entire yard and off-site
             property to a level acceptable to the U.S. EPA.  In March 1992,
             the Company filed a lawsuit in the Special Court created by the
             Regional Rail Reorganization Act (the "Rail Act") seeking to
             enjoin the U.S. Government, Consolidated Rail Corporation ("Con-
             rail") and other parties from prosecuting claims against the
             Company for the Clean-up Costs on the grounds that the Paoli Yard
             environmental claims are barred by: (1) the terms by which the
             Paoli Yard was transferred by PCTC to Conrail "as is" in 1976
             pursuant to the Rail Act; (2) the 1980 settlement of the Valua-
             tion Case proceedings to determine compensation to be paid by the
             U.S. Government for the railroad properties transferred by PCTC
             pursuant to the Rail Act; and (3) the U.S. Constitution.  On
             February 9, 1993, the Special Court denied the U.S. Government's
             motion to dismiss the Company's complaint for lack of subject
             matter jurisdiction, holding that it had exclusive jurisdiction
             to decide these issues.  On April 30, 1993, the U.S. Government's
             separate action in U.S. District Court to recover Clean-up Costs
             from the Company was stayed pending final judgment by the Special
             Court in the lawsuit filed by the Company.  The parties have
             filed cross motions for summary judgment, which were argued to

                                            15
             <PAGE>

             the Special Court on February 23, 1994 and are now under submis-
             sion.  In addition to the Special Court litigation, the Company
             believes that it has other substantial defenses to claims for
             Clean-up Costs at the Paoli Yard, including its position that
             other parties are responsible for substantial percentages of such
             Clean-up Costs by virtue of their operation of electrified rail-
             road cars at the Paoli Yard that discharged PCB's at higher
             levels than discharged by cars operated by PCTC.  The Company
             also intends to make claims against certain insurance carriers
             for reimbursement of any Clean-up Costs that the Company may
             incur.  The Company has not established any accrual for potential
             liability for Clean-up Costs at the Paoli Yard.

                  There are certain other claims involving the Company and
             certain of its subsidiaries, including claims relating to the
             generation, disposal or release into the environment of allegedly
<PAGE>








             hazardous substances and pre-reorganization personal injury
             claims, that allege or involve amounts that are potentially
             substantial in the aggregate.

                  The Paoli Yard litigation and the preponderance of the other
             claims arose out of railroad operations disposed of by PCTC prior
             to its 1978 reorganization and, accordingly, any ultimate liabil-
             ity resulting therefrom in excess of previously established loss
             accruals would be attributable to such pre-reorganization events
             and circumstances.  In accordance with the Company's reorganiza-
             tion accounting policy, any such ultimate liability will reduce
             the Company's capital surplus and shareholders' equity, but will
             not be charged to income.

                  The Company believes that its maximum aggregate potential
             exposure at December 31, 1993 with respect to the foregoing
             environmental claims (other than Paoli Yard), net of related loss
             accruals, was approximately $15 million for claims arising out of
             pre-reorganization operations and in the range of $1 million to
             $4 million for claims arising out of post-reorganization opera-
             tions (which range depends upon the method of remediation, if
             any, required). The Company believes that it has meritorious
             defenses in such matters, including its position that other
             parties are responsible for substantial percentages of such
             amounts claimed and, in the case of the post-reorganization
             matter referred to above, its belief that the relevant regulatory
             authority will permit remediation to be deferred until there is a
             change in the use of the facility which the Company believes is
             unlikely.

                  In management's opinion, the outcome of the foregoing claims
             will not, individually or in the aggregate, have a material
             adverse effect on the financial condition or results of opera-
             tions of the Company.  In making this assessment, management has
             taken into account previously established loss accruals in its
             financial statements and probable recoveries from insurance
             carriers and other third parties.


             ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  Not applicable.


             EXECUTIVE OFFICERS OF THE REGISTRANT

                  The persons named below are executive officers of the
             Company who have been elected to serve in the capacities indicat-
             ed at the pleasure of the Company's Board of Directors.

                   NAME, AGE AND               PRINCIPAL BUSINESS AFFILIATIONS
             POSITIONS WITH THE COMPANY             DURING PAST FIVE YEARS    
             --------------------------        -------------------------------
<PAGE>








             Carl H. Lindner, 74               Mr. Lindner has been Chairman  

               Chairman of the Board and       of the Board and Chief Execu-
                 Chief Executive Officer       tive Officer of the Company for
                                               more than five years.  During
             the
                                               past five years, Mr. Lindner
                                               has been Chairman of the Board
                                               and Chief Executive Officer of
                                               American Financial Corporation,
                                               a diversified financial ser-   

                                               vices company.  He is also a
                                               director of American Annuity
                                               Group, Inc., American Financial
                                               Enterprises, Inc., Chiquita 
                                               Brands International, Inc.,
                                               General Cable Corporation and
                                               Great American Communications
                                               Company.  Mr. Lindner is Carl
                                               H. Lindner III's father.

                                            16
             <PAGE>

                   NAME, AGE AND               PRINCIPAL BUSINESS AFFILIATIONS
             POSITIONS WITH THE COMPANY             DURING PAST FIVE YEARS    
             --------------------------        -------------------------------

             Carl H. Lindner III, 40           Mr. Lindner was elected Presi- 

               President and Chief Operating   dent and Chief Operating
                 Officer and a Director        Officer of the Company in
                                               February 1992.  Prior thereto,
                                               he had served as Vice Chairman
                                               of the Board of the Company
                                               since October 1991.  During the
                                               past five years, Mr. Lindner
                                               has been President of Great
                                               American Insurance Company, a
                                               property and casualty insurance
                                               company owned by American
                                               Financial Corporation.

             Richard M. Haverland, 53          Mr. Haverland was elected
               Executive Vice President--      Executive Vice President--
                 Insurance Group and a         Insurance Group of the Company
                   Director                    in February 1991.  Prior
                                               thereto, Mr. Haverland was
                                               Executive Vice President of
                                               Great American Holding Corpora-
                                               tion, a holding company subsid-
                                               iary of American Financial
                                               Corporation, a diversified
<PAGE>








                                               financial services company
                                               (April 1984 to February 1991).

             Neil M. Hahl, 45                  Mr. Hahl has been Senior Vice
               Senior Vice President           President of the Company for
                 and a Director                more than five years.  Mr. Hahl
                                               is a director of Buckeye
                                               Management Company.

             Robert W. Olson, 48               Mr. Olson has been Senior Vice
               Senior Vice President,          President, General Counsel and
                 General Counsel and           Secretary of the Company for
                 Secretary and a Director      more than five years.  Mr.
                                               Olson is a director of DI
                                               Industries, Inc.  

             Robert F. Amory, 48               Mr. Amory was elected Vice
               Vice President and Controller   President of the Company in 
                                               December 1989 and Controller
                                               in September 1986.

             R. Bruce Brumbaugh, 41            Mr. Brumbaugh was elected Vice
               Vice President -- Risk          President -- Risk Management of
                 Management                    the Company in February 1990.
                                               Prior thereto, Mr. Brumbaugh
             was
                                               Staff Vice President--Risk
                                               Management (June 1987 to
                                               February 1990).

             Richard A. Carlson, 42            Mr. Carlson was elected Vice
               Vice President and              President in February 1994 and,

                 Assistant General Counsel     prior thereto, had been Staff
             Vice
                                               President since January 1990
                                               and Assistant General Counsel
                                               since April 1988.

             Michael L. Cioffi, 41             Mr. Cioffi was elected Vice
               Vice President and              President in February 1993 and,

                 Assistant General Counsel     prior thereto, had been Staff
             Vice
                                               President since January 1990
                                               and Assistant General Counsel 
                                               since February 1988.

             Robert E. Gill, 47                Mr. Gill was elected Vice
               Vice President--Taxes           President--Taxes of the Company
                                               in February 1990.  Prior       

                                               thereto, Mr. Gill was Staff
                                               Vice President--Taxes (July
<PAGE>








                                               1986 to February 1990).

             Philip A. Hagel, 49               Mr. Hagel was elected Vice
               Vice President and Treasurer    President of the Company in
                                               February 1990 and Treasurer in
                                               January 1988.  Mr. Hagel is a
                                               director of DI Industries, Inc.

             Michael D. Mauer, 41              Mr. Mauer was elected Vice
               Vice President                  President of the Company in
                                               February 1990.  Prior thereto,
                                               he was Staff Vice President--
                                               General Auditor and Adminis-
                                               trative Services (January 1987
                                               to February 1990).

                                              17
             <PAGE>

                                          PART II

             ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                       STOCKHOLDER MATTERS

                       "Dividend Policy and Stock Market Prices" on page 47 of
                       the Company's 1993 Annual Report to Shareholders is
                       incorporated herein by reference.

             ITEM 6.   SELECTED FINANCIAL DATA

                       "Selected Consolidated Financial Data" on page 25 of
                       the Company's 1993 Annual Report to Shareholders is
                       incorporated herein by reference.

             ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

                       "Management's Discussion and Analysis of Financial
                       Condition and Results of Operations" on pages 15
                       through 24 of the Company's 1993 Annual Report to
                       Shareholders is incorporated herein by reference.

             ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                       The consolidated financial statements of the Company 
                       and its subsidiaries, included on pages 26 through 44
                       of the Company's 1993 Annual Report to Shareholders,
                       and "Quarterly Financial Data", included on page 46 of
                       such Annual Report, are incorporated herein by refer-
                       ence.

             ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                       ACCOUNTING AND FINANCIAL DISCLOSURE
<PAGE>








                       Not applicable.


                                         PART III

             ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                       Except to the extent included in Part I under the
                       caption "Executive Officers of the Registrant", the
                       information called for by Item 10 is incorporated by
                       reference to the definitive proxy statement involving
                       the election of directors which the Company intends to
                       file with the Commission pursuant to Regulation 14A
                       under the Securities Exchange Act of 1934 not later
                       than 120 days after December 31, 1993.

             ITEM 11.  EXECUTIVE COMPENSATION

                       The information called for by Item 11 is incorporated
                       by reference to the definitive proxy statement involv-
                       ing the election of directors which the Company intends
                       to file with the Commission pursuant to Regulation 14A
                       under the Securities Exchange Act of 1934 not later
                       than 120 days after December 31, 1993.

             ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                       MANAGEMENT

                       The information called for by Item 12 is incorporated
                       by reference to the definitive proxy statement involv-
                       ing the election of directors which the Company intends
                       to file with the Commission pursuant to Regulation 14A
                       under the Securities Exchange Act of 1934 not later
                       than 120 days after December 31, 1993.

                       American Financial Corporation ("AFC") beneficially
                       owns approximately 41% of the outstanding Common Stock
                       of the Company and has substantial influence over the
                       management and operations of the Company.  Carl H.
                       Lindner, Chairman of the Board and Chief Executive
                       Officer of the Company, is Chairman of the Board and
                       Chief Executive Officer of AFC.  All of AFC's out-
                       standing Common Stock is owned by Mr. Lindner, members
                       of his family and trusts for their benefit.  AFC and
                       Mr. Lindner may be deemed to be controlling persons of
                       the Company.  See "Executive Officers of the Regis-
                       trant" in Part I.

             ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                       The information called for by Item 13 is incorporated
                       by reference to the definitive proxy statement involv-
                       ing the election of directors which the Company intends
                       to file with the Commission pursuant to Regulation 14A
<PAGE>








                       under the Securities Exchange Act of 1934 not later
                       than 120 days after December 31, 1993.

                                                18
             <PAGE>

                                          PART IV

             ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                       ON FORM 8-K

                   (a) The following documents are filed as a part of this
                       report:

                       (1) and (2) Financial Statements and Financial State-
                           ment Schedules--see Index to Financial Statements
                           and Financial Statement Schedules appearing on Page
                           F-1.

                       (3) Exhibits:

                   EXHIBIT NUMBER
                   (REFERENCED TO
                   ITEM 601 OF
                   REGULATION S-K)
                   ---------------

             (3)         (i)   ---Amended and Restated Articles of Incor-     
                                  poration of the Company, as amended effec-
                                  tive March 25, 1994.

                        (ii)   ---By-Laws of the Company, as amended         *
                                  July 30, 1992, incorporated by reference
                                  to Exhibit (3)(iii) to the Company's
                                  Annual Report on Form 10-K for 1992.

             (4)(i)            ---Order No. 3708 of the United States        *
                                  District Court for the Eastern District
                                  of Pennsylvania in In the Matter of Penn
                                  Central Transportation Company, Debtor,
                                  Bankruptcy No. 70-347 dated August 17,
                                  1978 directing the consummation of
                                  the Plan of Reorganization for Penn Central
                                  Transportation Company, incorporated by
                                  reference to Exhibit 4 to Form 8-K Current
                                  Report of Penn Central Transportation
                                  Company for August 1978.

             (4)(ii)     (a)   ---Certain instruments with respect to
                                  long-term debt of subsidiaries of the
                                  Company which do not relate to debt
                                  exceeding 10% of the total assets of
                                  the Company and its consolidated sub-
                                  sidiaries are omitted pursuant to
<PAGE>








                                  Item 601(b)(4)(iii)(A) of Regulation S-K,
                                  17 C.F.R. Section 229.601.  The Company 
                                  hereby agrees to furnish supplementally to
                                  the Securities and Exchange Commission a
                                  copy of each such instrument upon request.

                         (b)   ---(i) Indenture dated as of August 1,        *
                                  1989 between the Company and Morgan
                                  Guaranty Trust Company of New York, as
                                  Trustee, regarding the Company's Sub-
                                  ordinated Debt Securities (the "Indenture"),
                                  incorporated by reference to Exhibit 4.1
                                  to the Company's Form 8-K Current Report
                                  dated August 10, 1989.

                               ---(ii) Instrument of Resignation of Trustee  *

                                  and Appointment and Acceptance of Successor 

                                  Trustee and Appointment of Agent dated as
                                  of November 15, 1991 among the Company,
                                  Morgan Guaranty Trust Company of New York
                                  as Resigning Trustee and Star Bank, N.A. as 

                                  Successor Trustee, incorporated by
                                  reference to Exhibit (4)(ii)(d)(ii) to
                                  the Company's Annual Report on Form 10-K
                                  for 1991.

                               ---(iii) Officer's Certificate Pursuant to    *
                                  Sections 102 and 301 of the Indenture
                                  relating to authentication and designation
                                  of the Company's 9-3/4% Subordinated Notes
                                  due August 1, 1999, to which is attached
                                  the Form of Note, incorporated by reference
                                  to Exhibit 4.2 to the Company's Form 8-K
                                  Current Report dated August 10, 1989.

             ---------------
                  * Asterisk indicates an exhibit previously filed with the
             Securities
             and Exchange Commission incorporated herein by reference.

                                                 19
             <PAGE>

                   EXHIBIT NUMBER
                   (REFERENCED TO
                   ITEM 601 OF
                   REGULATION S-K)
                   ---------------

                               ---(iv) Officer's Certificate Pursuant to     *
                                  Sections 102 and 301 of the Indenture
<PAGE>








                                  relating to authentication and designation
                                  of the Company's 10-5/8% Subordinated Notes
                                  due April 15, 2000, to which is attached
                                  the Form of Note, incorporated by reference
                                  to Exhibit 4.1 to the Company's Form 8-K
                                  Current Report dated April 19, 1990.

                               ---(v) Officer's Certificate Pursuant to      *
                                  Sections 102 and 301 of the Indenture
                                  relating to authentication and designation
                                  of the Company's 10-7/8% Subordinated Notes
                                  due May 1, 2011, to which is attached the
                                  Form of Note, incorporated by reference
                                  to Exhibit 4.1 to the Company's Form 8
                                  amendment dated May 8, 1991 to the Com-     

                                  pany's Form 8-K Current Report dated May 7,
                                  1991.

             (10)(i)     (a)   ---(i) Intercompany Agreement, dated June 9,  *
                                  1992, by and between the Company and
                                  General Cable Corporation, incorporated by
                                  reference to Exhibit 10.1 to the Company's
                                  Current Report on Form 8-K dated June 9,
                                  1992.

                               ---(ii) Subordinated Promissory Note of       *
                                  General Cable Corporation due 2007 in the
                                  principal amount of $255,000,000 payable
                                  to the Company, incorporated by reference
                                  to Exhibit 10.1 to the Company's Current
                                  Report on Form 8-K dated June 30, 1992.

                         (b)   ---Stock Purchase Agreement, dated as of      *
                                  June 10, 1993, among the Company, PCC
                                  Technical Industries, Inc. and Tracor,
                                  Inc., incorporated by reference to
                                  Exhibit (99) to the Company's Current
                                  Report on Form 8-K dated May 26, 1993.

             The following Exhibits (10)(iii)(a) through (10)(iii)(g) are
             compensatory plans and arrangements in which directors or execu-
             tive officers participate:

             (iii)       (a)   ---(i) The Company's Stock Option Plan, as    *
                                  amended March 25, 1992, incorporated by
                                  reference to Exhibit (10)(iii)(a)(i) to
                                  the Company's Annual Report on Form 10-K
                                  for 1992.

                               ---(ii) Amendment to the Company's Stock      *
                                  Option Plan adopted by the Company's
                                  Board of Directors on March 24, 1993,
                                  incorporated by reference to Exhibit
<PAGE>








                                  (10)(iii)(a)(ii) to the Company's Annual
                                  Report on Form 10-K for 1992.

                               ---(iii) Forms of stock option agreements     *
                                  used to evidence options granted under
                                  the Company's Stock Option Plan to officers
                                  and directors of the Company, incorporated
                                  by reference to Exhibit (10)(iii)(a)(iii)
                                  to the Company's Annual Report on Form 10-K
                                  for 1992.

                               ---(iv) The Company's Stock Option Loan       *
                                  Program, as amended February 8, 1991,
                                  incorporated by reference to Exhibit
                                  (10)(iii)(a)(v) to the Company's Annual
                                  Report on Form 10-K for 1990.

                               ---(v) The Company's 1992 Spin-Off Stock      *
                                  Option Plan adopted by the Company's
                                  Board of Directors on March 25, 1992,
                                  incorporated by reference to Exhibit
                                  (10)(iii)(a)(vi) to the Company's Annual
                                  Report on Form 10-K for 1991.

             ---------------
                  * Asterisk indicates an exhibit previously filed with the
             Securities
             and Exchange Commission and incorporated herein by reference.

                                                 20
             <PAGE>

                   EXHIBIT NUMBER
                   (REFERENCED TO
                   ITEM 601 OF
                   REGULATION S-K)
                   ---------------

                         (b)   ---The Company's Annual Incentive Compen-     *
                                  sation Plan, as amended February 12, 1992,
                                  incorporated by reference to Exhibit
                                  (10)(iii)(b) to the Company's Annual
                                  Report on Form 10-K for 1991.

                         (c)   ---Description of the Company's retirement    *
                                  program for outside directors, as adopted
                                  by the Company's Board of Directors on
                                  March 23, 1983, incorporated by reference
                                  to Exhibit (10)(iii)(i) to the Company's
                                  Annual Report on Form 10-K for 1982.   

                         (d)   ---The Company's Employee Stock Redemption    *
                                  Program, as adopted by the Company's
                                  Board of Directors on March 28, 1985,
<PAGE>








                                  incorporated by reference to Exhibit
                                  (10)(iii)(j) to the Company's Annual
                                  Report on Form 10-K for 1984.

                         (e)   ---(i) Severance Agreement dated March 29,    *
                                  1987 between the Company and Alfred W.
                                  Martinelli, a director of the Company,
                                  incorporated by reference to Exhibit
                                  (10)(iii)(a)(i) to the Company's Form
                                  10-Q Quarterly Report for the Quarter
                                  Ended March 31, 1987.

                               ---(ii) Consulting Agreement dated as of      *
                                  March 29, 1987 between the Company and
                                  Alfred W. Martinelli, incorporated by
                                  reference to Exhibit (10)(iii)(a)(ii)
                                  to the Company's Form 10-Q Quarterly
                                  Report for the Quarter Ended March 31,
                                  1987.

                               ---(iii) Letter agreement amending the fore-  *
                                  going Consulting and Severance Agreements
                                  dated December 9, 1991 between the Company
                                  and Alfred W. Martinelli, incorporated by
                                  reference to Exhibit (10)(iii)(e)(iii)
                                  to the Company's Annual Report on Form 10-K
                                  for 1991.    

                         (f)   ---Letters dated April 9, 1987 from the       *
                                  Company to each of Neil M. Hahl and
                                  Robert W. Olson, officers of the Company,
                                  with respect to severance arrangements, as
                                  supplemented by letters dated June 26, 1987
                                  to each such officer, incorporated by
                                  reference to Exhibit (10)(iii)(a) to the
                                  Company's Form 10-Q Quarterly Report for
                                  the Quarter Ended June 30, 1987.

                         (g)   ---(i) Excess of Loss Agreement, effective    *

                                  March 31, 1988, between Republic Indemnity
                                  Company of America and Great American
                                  Insurance Company, incorporated by refer-
                                  ence to Exhibit (g)(1) to Amendment No. 1
                                  to Schedule 13E-3, dated January 17, 1989,
                                  relating to Republic American Corporation
                                  filed by Republic American Corporation,
                                  the Company, RAWC Acquisition Corp.,
                                  American Financial Corporation and Carl H.
                                  Lindner (the "Schedule 13E-3 Amendment").

                               ---(ii) First Amendment to Excess of Loss     *
                                  Agreement, effective March 31, 1988,
                                  between Republic Indemnity Company of
<PAGE>








                                  America and Great American Insurance
                                  Company, incorporated by reference to
                                  Exhibit (g)(2) to the Schedule 13E-3
                                  Amendment.

                         (h)   ---(i) Business Assumption Agreement,         *
                                  effective as of December 31, 1990,
                                  between Stonewall Insurance Company and
                                  Dixie Insurance Company, incorporated
                                  by reference to Exhibit (10)(iii)(o)(i)
                                  to the Company's Annual Report on Form
                                  10-K for 1990.

             ---------------
                  * Asterisk indicates an exhibit previously filed with the
             Securities
             and Exchange Commission and incorporated herein by reference.

                                                 21
             <PAGE>

                   EXHIBIT NUMBER
                   (REFERENCED TO
                   ITEM 601 OF
                   REGULATION S-K)
                   ---------------

                               ---(ii) Quota Share Agreements, effective     *
                                  December 31, 1990, between Stonewall
                                  Insurance Company and Dixie Insurance
                                  Company, incorporated by reference to
                                  Exhibit (10)(iii)(o)(ii) to the Company's
                                  Annual Report on Form 10-K for 1990.

                               ---(iii) Management Agreement, effective as   *
                                  of January 1, 1991, by and between Dixie
                                  Insurance Company and Stonewall Insurance
                                  Company, incorporated by reference to
                                  Exhibit (10)(iii)(o)(iii) to the Company's
                                  Annual Report on Form 10-K for 1990.

                         (i)   ---Excess of Loss Agreements, effective       *
                                  December 31, 1990, between Great American
                                  Insurance Company and each of Atlanta
                                  Casualty Company, Dixie Insurance Company
                                  and Windsor Insurance Company, incorporated
                                  by reference to Exhibit (10)(iii)(p) to the
                                  Company's Annual Report on Form 10-K for
                                  1990.

                         (j)   ---Premium Payment Agreement, effective as    *
                                  of January 1, 1991, by and between Great
                                  American Insurance Company and the Company,
                                  incorporated by reference to Exhibit
<PAGE>








                                  (10)(iii)(q) to the Company's Annual Report
                                  on Form 10-K for 1990.

             (11)              ---Supplemental information regarding computa-
                                  tions of net income per share amounts.

             (12)              ---Calculation of ratio of earnings to fixed
                                  charges.

             (13)              ---Portions of the Company's 1993 Annual Report
                                  to Shareholders.

             (21)              ---List of subsidiaries of the Company.

             (23)              ---Consent of Deloitte & Touche.

             (28)              ---Information from reports provided to state
                                  regulatory authorities.

                  (b)  Reports on Form 8-K filed during the quarter ended
                       December 31, 1993:

                         None


             ---------------
                  * Asterisk indicates an exhibit previously filed with the
             Securities 
             and Exchange Commission and incorporated herein by reference.

                                                   22
             <PAGE>

                  For the purposes of complying with the amendments to the
             rules governing Form S-8 (effective July 13, 1990) under the
             Securities Act of 1933, the undersigned registrant hereby under-
             takes as follows, which undertaking shall be incorporated by
             reference into registrant's Registration Statement on Form
             S-8 No. 2-81422 (filed January 20, 1983), registrant's Post-
             Effective Amendment No. 1 to Registration Statement on Form S-8
             No. 2-72453 (filed December 23, 1983), registrant's Registration
             Statement on Form S-8 No. 33-34871 (filed May 11, 1990) and
             registrant's Registration Statement on Form S-8 No. 33-48700
             (filed June 17, 1992):

                       Insofar as indemnification for liabilities arising
                  under the Securities Act of 1933 may be permitted to direc-
                  tors, officers and controlling persons of the registrant
                  pursuant to the foregoing provisions, or otherwise, the
                  registrant has been advised that in the opinion of the
                  Securities and Exchange Commission such indemnification is  

                  against public policy as expressed in the Securities Act of
                  1933 and is, therefore, unenforceable. In the event that a
<PAGE>








                  claim for indemnification against such liabilities (other
                  than the payment by the registrant of expenses incurred or
                  paid by a director, officer or controlling person of the
                  registrant in the successful defense of any action, suit or 

                  proceeding) is asserted by such director, officer or contro-
                  lling person in connection with the securities being regis-
                  tered, the registrant will, unless in the opinion of its
                  counsel the matter has been settled by controlling prece-
                  dent, submit to a court of appropriate jurisdiction the     
                  question whether such indemnification by it is against
                  public policy as expressed in the Act and will be governed
                  by the final adjudication of such issue.

                                               23
             <PAGE>

                                        SIGNATURES

                  PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE
             SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED
             THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THERE-
             UNTO DULY AUTHORIZED.

                                           AMERICAN PREMIER UNDERWRITERS, INC.

                                             (Registrant)


                                           By        Carl H. Lindner
                                             ---------------------------------

                                                     Carl H. Lindner
                                                Chairman of the Board and
                                                 Chief Executive Officer


             Date:  March 29, 1994

                   
                  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT
             OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING
             PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON
             THE DATES INDICATED.
                   


             Date:  March 29, 1994         By      Hugh F. Culverhouse        

                                             --------------------------------
                                                   Hugh F. Culverhouse
                                                        Director
<PAGE>








             Date:  March 29, 1994         By      Theodore H. Emmerich
                                               ------------------------------
                                                   Theodore H. Emmerich
                                                        Director


             Date:  March 29, 1994         By        James E. Evans           

                                             --------------------------------
                                                     James E. Evans
                                                        Director


             Date:  March 29, 1994         By          Neil M. Hahl           

                                             --------------------------------
                                                         Neil M. Hahl    
                                          Senior Vice President and a Director
                                              (Principal Financial Officer)


             Date:  March 29, 1994         By      Richard M. Haverland       

                                             --------------------------------
                                                   Richard M. Haverland 
                                                         Director


             Date:  March 29, 1994         By         Thomas M. Hunt          

                                             --------------------------------
                                                      Thomas M. Hunt 
                                                         Director

                                             24
             <PAGE>
<PAGE>











             Date:  March 29, 1994         By        Carl H. Lindner          

                                             --------------------------------
                                                     Carl H. Lindner
                                             Chairman of the Board and Chief
                                             Executive Officer and a Director


             Date:  March 29, 1994         By       Carl H. Lindner III       

                                             --------------------------------
                                                    Carl H. Lindner III
                                                         Director


             Date:  March 29, 1994         By        S. Craig Lindner         

                                             --------------------------------
                                                     S. Craig Lindner   
                                                         Director


             Date:  March 29, 1994         By       Alfred W. Martinelli      

                                             --------------------------------
                                                    Alfred W. Martinelli
                                                          Director


             Date:  March 29, 1994         By         Robert W. Olson        
                                             --------------------------------
                                                      Robert W. Olson
                                                         Director


             Date:  March 29, 1994         By         Robert F. Amory
                                             --------------------------------
                                                      Robert F. Amory
                                               Vice President and Controller
                                               (Principal Accounting Officer)

                                            25
             <PAGE>

                            AMERICAN PREMIER UNDERWRITERS, INC.

              INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

                                                                              

                                                                         PAGE
<PAGE>








             NUMBER
                                                                        
             -----------

             Independent Auditors' Report...............................    
             F-2 
             American Premier Underwriters, Inc. and Consolidated
               Subsidiaries:
                   Statement of Income--For the years ended December
                     31, 1993, 1992 and 1991............................     
             *
                   Balance Sheet--December 31, 1993 and 1992............     
             *
                   Statement of Cash Flows--For the years ended
                     December 31, 1993, 1992 and 1991...................     
             *
                   Notes to Financial Statements........................     
             *
                   Schedule II--Amounts Receivable from Related
                     Parties and Underwriters, Promoters and Employees
                     Other than Related Parties.........................    
             S-1
                   Schedule III--Condensed Financial Information of
                     Registrant.........................................    
             S-3
                   Schedule VII--Guarantees of Securities and Other
                     Obligations of Other Issuers.......................    
             S-5
                   Schedule VIII--Valuation and Qualifying
                     Accounts...........................................    
             S-5
                   Schedule X--Supplemental Information Concerning
                     Property-Casualty Insurance Operations.............    
             S-6

                  Schedules other than those listed above are omitted because
             they are either not applicable or not required or the information
             required is included in the consolidated financial statements or
             notes thereto.
             -------------------      
                  * Incorporated by reference to the Company's 1993 Annual
             Report to Shareholders.

                                               F-1
             <PAGE>

                               INDEPENDENT AUDITORS' REPORT


             American Premier Underwriters, Inc.:

                  We have audited the financial statements and the financial
             statement schedules of American Premier Underwriters, Inc. and
             Consolidated Subsidiaries listed in the accompanying Index to
<PAGE>








             Financial Statements and Financial Statement Schedules.  These
             financial statements and financial statement schedules are the
             responsibility of the Company's management.  Our responsibility
             is to express an opinion on the financial statements and finan-
             cial statement schedules based on our audits.

                  We conducted our audits in accordance with generally accept-
             ed auditing standards.  Those standards require that we plan and
             perform the audit to obtain reasonable assurance about whether
             the financial statements are free of material misstatement.  An
             audit includes examining, on a test basis, evidence supporting
             the amounts and disclosures in the financial statements.  An
             audit also includes assessing the accounting principles used and
             significant estimates made by management, as well as evaluating
             the overall financial statement presentation.  We believe that
             our audits provide a reasonable basis for our opinion.

                  In our opinion, such financial statements present fairly, in
             all material respects, the financial position of American Premier
             Underwriters, Inc. and Consolidated Subsidiaries at December 31,
             1993 and 1992 and the results of its operations and its cash
             flows for each of the three years in the period ended December
             31, 1993 in conformity with generally accepted accounting princi-
             ples.  Also, in our opinion, such financial statement schedules,
             when considered in relation to the basic financial statements
             taken as a whole, present fairly in all material respects the
             information shown therein.

                  As discussed in Note 1 to the financial statements, in 1992
             the Company changed its method of accounting for income taxes to
             conform with Statement of Financial Accounting Standards No. 109.


             Deloitte & Touche


             Cincinnati, Ohio
             February 16, 1994
             (March 25, 1994 with respect
              to the change of the Company's
              name as discussed in Note 1
              to the financial statements)


                                                  F-2

             <PAGE>

                                                                         
             SCHEDULE II

             AMERICAN PREMIER UNDERWRITERS, INC. AND 
             CONSOLIDATED SUBSIDIARIES
                               Amounts Receivable from Related Parties and
<PAGE>








             Underwriters,
                                  Promoters and Employees Other than Related
             Parties
                                 For the Years Ended December 31, 1993, 1992
             and 1991
                                                (Dollars in Thousands)
             <TABLE>
             <CAPTION>
                                                               Balance at
                                                              Beginning of    

                                Deductions                  
               End of Period    
                                                                Period        

                                Amounts     Amounts 
               Name of Debtor                            Current    
             Noncurrent        Additions   Collected   Written-Off       Other

             Current       Noncurrent
             <S>                                         <C>         <C>      

                    <C>         <C>         <C>               <C>  
             <C>     <C>
             Year ended December 31, 1993:
               Officers and employees of the 
               Company or its Subsidiaries
               and related parties:
              American Annuity Group, Inc. (a)           $  1,835             

                    $    724       $ 1,000                         
             $ 1,559       
               General Cable Corporation (b)...                      $255,000 

                                                                   
                           $255,000
               General Cable Corporation (c)...            36,900             

                                    36,900                         
                   0
               General Cable Corporation (d)...                        31,812 

                                                                   
                             31,812
               R.E. Gill (e)...................                           117 

                                                                   
                                117
               N.M. Hahl (e)...................                           123 

                         161                                       
                                284
               J.M. Kampf (f)..................                           332 

                                       332                         
                                  0
<PAGE>

               A.W. Martinelli (g).............                         8,906 

                                                                   
                              8,906
               R.W. Olson (e)..................                           260 

                         215            32                         
                                443
               S.Stavenhagen (h)...............                           100 

                                       100                         
<PAGE>








                                  0

             Year ended December 31, 1992:
               Officers and employees of the 
               Company or its Subsidiaries 
               and related parties:
               American Annuity Group, Inc. (a)                      $  1,231 

                    $  1,104       $  500                          
             $ 1,835       
               M.A. Cramer, Jr. (i)............                           489 

                                      489                          
                           $      0
               General Cable Corporation (b)...                               

                     255,000                                       
                            255,000
               General Cable Corporation (c)...                               

                      36,900                                       
              36,900
               R.E. Gill (e)...................                               

                         117                                       
                                117
               N.M. Hahl (e)...................                               

                         123                                       
                                123
               J.M. Kampf (j)..................                           403 

                         734          805                          
                                332
               A.W. Martinelli (e,g,k).........                         9,697 

                       1,842        2,633                          
                              8,906
               R.W. Olson (e)..................                           170 

                         118           28                          
                                260
               S.Stavenhagen (h)...............                           101 

                                       1                           
                                100

                                                     S-1
             <PAGE>

             Year ended December 31, 1991:
               Officers and employees of the
               Company or its Subsidiaries 
               and related parties:
               R.F. Amory (h,l)................                      $    293 
<PAGE>

                                $      2                      $ 291 
                           $       0
               J.A. Anderson (h,l).............                           358 

                                       2                        356 
                                   0
               R.B. Brumbaugh (h,l)............                           181 

                                       2                        179 
                                   0
               R.W. Bubak (h,l)................                           168 
<PAGE>








                                                                168 
                                   0
               M.A. Cramer, Jr. (i)............                               

                    $    489                                       
                                 489
               R.E. Gill (h,l).................                           415 

                                       3                        412 
                                   0
               P.A. Hagel (h,l)................                           247 

                                       2                        245 
                                   0
               N.M. Hahl (h,l).................                           558 

                                       4                        554 
                                   0
               F.R. Holt (h,l).................                           334 

                                       2                        332 
                                   0
               J.M. Kampf (i)..................                               

                         403                                       
                                 403
               G.B. Kenny (h,l)................                           473 

                                       2                        471 
                                   0
               A.W. Martinelli (e,g)...........                         9,649 

                          48                                       
                               9,697
               M.D. Mauer (h,l)................                           147 

                                                                147 
                                   0
               P.S. Meyers (h).................                           174 

                                     174                           
                                   0
               R.W. Olson (e,h,l)..............                           402 

                          14          51                        195 
                                 170
               R.J. Siverd (h,l)...............                           346 

                                       2                        344 
                                   0
               W.J. Smith (h,l)................                           103 

                                       1                        102 
                                   0
               S.Stavenhagen (h)...............                           102 
<PAGE>

                                       1                           
                                 101
               D.H. Street (h,l)...............                           593 

                                       4                        589 
                                   0
               N.G. Tsacalis (h,l).............                           154 

                                       1                        153 
                                   0
               A.N. Watson (h,l)...............                           123 

                                       1                        122 
                                   0
             </TABLE>
<PAGE>








             __________

             (a)     Non-interest bearing amounts due to the Company,
             representing
                     payments made by the Company on behalf of the successor
             of a
                     previously spun-off subsidiary of the Company.
             (b)     Subordinated note of previously spun-off company, bearing
                     interest at 9.98 percent per annum, due September 30,
             2007
                     (see Note 2 of Notes to Financial Statements).
             (c)     Short-term note of previously spun-off company.
             (d)     Interest notes received in lieu of cash interest payments
             on
                     the subordinated note referred to in (b) above, paid in
             full
                     on February 14, 1994.
             (e)     Promissory notes of participants in the Company's Stock
             Option
                     Loan Program delivered in payment of up to 95 percent of
             the
                     purchase price for the Company's Common Stock purchased
             upon
                     the exercise of stock options, secured by the stock
             purchased,
                     bearing interest at rates ranging from 3.65 to 7.06
             percent
                     per annum.
             (f)     Individual ceased to be an employee or a related party
             during
                     the year.
             (g)     Includes recourse promissory notes of participants in the
                     Company's Career Share Purchase Plan delivered in payment
             of
                     up to 95 percent of the purchase price for Career Shares
             (see
                     Note 9 of Notes to Financial Statements), secured by the
                     Career Shares purchased, bearing interest at 9 percent
             per
                     annum and payable not later than ten years after the
             purchase
                     date.
             (h)     Mortgage notes receivable, incidental to employees'
                     relocations, secured by homesites.  Principal and
             interest are
                     payable monthly based on amortization schedules which
             range
                     from 15 to 30 years and carry annual interest rates
             ranging
                     from 9 1/2 to 9 3/4 percent.
             (i)     Non-interest bearing temporary home loans, incidental to
                     employees' relocations, payable within one year of the
             date of
                     the loans.
<PAGE>








             (j)     Note receivable, incidental to employee relocation,
             bearing
                     interest at 6.49 percent per annum.  Principal and
             interest
                     are payable on or before June 30, 2000.
             (k)     Promissory notes referred to in (e) above were collected
                     during 1992.
             (l)     Mortgage note referred to in (h) above was sold during
             1991 in
                     the secondary market.

                                                  S-2
             <PAGE>
                                                                              

              
                                                                             
             SCHEDULE III

                                     AMERICAN PREMIER UNDERWRITERS, INC.
                           Condensed Financial Information of Registrant (Note
             1)
                                                (In Millions)
                                     COMBINED CONDENSED INCOME STATEMENT
             <TABLE>
             <CAPTION>
                                                               For the Years
             Ended December 31,    
             REVENUES                                            1993       
             1992        1991  
               <S>                                             <C>         <C>

                    <C>
               Equity in earnings of subsidiaries              $178.1     
             $146.2      $159.2
               Interest and dividend income                      52.4       
             45.0        34.2
               Net sales                                         16.8       
             17.3        15.2
               Net realized gains (losses)                       92.9       
             (3.3)       (9.7)
                                                                340.2      
             205.2       198.9

             EXPENSES
               Corporate and administrative expenses             20.2       
             20.2        25.8
               Interest and debt expense                         62.6       
             69.0        63.0
               Provision for loss on sale of
                     subsidiaries and asset
                     impairment                                  37.9         
             -           -
               Other (income) expense, net                       30.3       
             32.3        30.5
                                                                151.0      
<PAGE>

<PAGE>








             121.5       119.3

             Income from continuing operations before
               income taxes                                     189.2       
             83.7        79.6
             Income tax (expense) benefit                        53.5      
             (32.8)      (29.4)

             Income from continuing operations                  242.7       
             50.9        50.2

             DISCONTINUED OPERATIONS 
               Equity in earnings (losses) of 
                 subsidiaries                                     2.8        
             1.7       (47.6)
               Loss from disposal of businesses                 (13.5)        
             -           -

             Cumulative effect of accounting change                -       
             252.8          - 

             NET INCOME                                        $232.0     
             $305.4      $  2.6
             </TABLE>

                                COMBINED CONDENSED BALANCE SHEET

             <TABLE>
             <CAPTION>
                                                                 As of
             December 31, 
                                                                 1993       
             1992  
             ASSETS
               <S>                                             <C>         <C>
               Investments                                     $  927.4    $ 
             782.2
               Receivables from subsidiaries                      293.5      
             332.7
               Investments in subsidiaries                      1,231.7      
             972.3
               Net assets of discontinued operations                9.8      
             111.5
               Deferred tax asset                                 295.8      
             245.4
               Other assets                                       120.8      
             116.1
                                                               $2,879.0   
             $2,560.2

             LIABILITIES AND CAPITAL
               Accounts payable, accrued expenses and
                     other liabilities                         $  196.2    $ 
             128.5
<PAGE>








               Payables to subsidiaries                           440.9      
             276.1
               Long-term debt                                     519.6      
             652.8
               Other capital                                    1,722.3    
             1,502.8
                                                               $2,879.0   
             $2,560.2
             </TABLE>

                                                   S-3
             <PAGE>
                                                                              
                                                                              

              SCHEDULE III
                                                                              

              (continued)

                                     AMERICAN PREMIER UNDERWRITERS, INC.
                           Condensed Financial Information of Registrant (Note
             1)
                                                (In Millions)
                                 COMBINED CONDENSED STATEMENT OF CASH FLOWS
             <TABLE>
             <CAPTION>
                                                                     For the
             Years Ended December 31,
             CASH FLOWS FROM OPERATING ACTIVITIES:                     1993   

                1992        1991  
               <S>                                                   <C>      

              <C>         <C>
               Income from continuing operations                     $ 242.7  

              $  50.9     $  50.2
               Adjustments
                     Equity in earnings of subsidiaries               (178.1) 

               (146.2)     (159.2)
                     Deduction in lieu of current Federal
                           income tax                                     -   

                   -         24.3
                     Deferred Federal income tax                       (57.9) 

                 28.9          -
                     Net (gain) loss on disposal of
                           businesses, investments and PP&E            (54.5) 

                  4.1        11.4
                     Cash received from subsidiaries                   231.2  

                122.2        89.6
<PAGE>

                     Litigation settlement                              15.6  

                   -           -  
                     Other, net                                        (35.7) 

                (24.0)      (15.0)
                           Cash flows from operating 
                             activities                                163.3  

                 35.9         1.3
<PAGE>








             CASH FLOWS FROM INVESTING ACTIVITIES:
               Net (increase) decrease in temporary
                     investments                                      (179.3) 

                214.8      (114.1)
               Purchases of investments                               (158.3) 

               (290.5)      (23.1)
               Sales and maturities of investments                     372.1  

                142.8        62.4
               Acquisitions of businesses, net of cash
                     acquired                                          (57.3) 

                   -           -
               Other, net                                                (.7) 

                 (2.4)       20.5
                           Cash flows from investing 
                             activities                                (23.5) 

                 64.7       (54.3)
<PAGE>








             CASH FLOWS FROM FINANCING ACTIVITIES:
               Purchases of Company Common Stock                        (1.9) 

                (36.8)     (142.7)
               Issuance of debt                                           -   

                   -        148.7
               Repayment of debt                                      (133.7) 

                   -           -  
               Common Stock dividends                                  (38.2) 

                (36.8)      (32.3)
               Other, net                                               23.3  

                 13.2        11.3
                           Cash flows from financing 
                             activities                               (150.5) 

                (60.4)      (15.0)

             Net cash flows from continuing operations                 (10.7) 

                 40.2       (68.0)
             Net cash (to) from discontinued operations                  8.3  

                (36.6)       68.1

             Increase (decrease) in cash                                (2.4) 

                  3.6          .1
             Cash - beginning of year                                    6.2  

                  2.6         2.5

             Cash - end of year                                      $   3.8  

              $   6.2     $   2.6

             Cash dividends received from equity method
               accounting investees                                  $   2.5  

              $   3.9     $   3.8
             Cash dividends received from consolidated
               subsidiaries                                          $  36.2  

              $  53.1     $  37.2
             </TABLE>
             Note 1:       For purposes of preparing the combined condensed
             financial
                           statements included in this Schedule III, the
             accounts of
                           the Company ("Registrant") have been combined with
             the
                           accounts of Pennsylvania Company ("Pennco"). 
             Pennco is a
<PAGE>

                           wholly owned direct subsidiary of the Registrant,
             and is
                           itself a holding company.  At December 31, 1993,
                           approximately 61% of Investments and substantially
             all
                           Investments in Subsidiaries as reported on the
             Combined
                           Condensed Balance Sheet were owned by Pennco. 
             Pennco has
                           no debt obligations and there are no restrictions
                           affecting transfers of funds between Pennco and the
<PAGE>








                           Registrant.  Accordingly, management believes that
             the
                           financial resources held at Pennco as well as
             Pennco's
                           cash flow are available, if necessary, to service
             the
                           obligations of the Registrant.

                                                   S-4
             <PAGE>
             <TABLE>

                                                                              

                           SCHEDULE VII
                                 AMERICAN PREMIER UNDERWRITERS, INC. AND
             CONSOLIDATED SUBSIDIARIES
                                  Guarantees of Securities and Other
             Obligations of Other Issuers
                                                     December 31, 1993
                                                   (Dollars In Millions)
             <CAPTION>
                                                                              

              Total Amount
                 Name of Issuer of                 Title of Issue             

              Guaranteed
               Securities Guaranteed               of Each Class              

                 and            Nature of
                   by Registrant                     Guaranteed               

              Outstanding       Guarantee
             <S>                                   <C>                        

              <C>               <C>
             Gulf Energy Development               Industrial Revenue Bond,   

                    $2.2        Principal
               Corporation                           6%, dated December 1984  

                                 and Interest
             Republic Indemnity Company            Employee Stock Ownership   

                    $1.3        Principal   
               of America                            Plan Debt                

                                 and Interest
             </TABLE>

                                                                              

              
                                                                            
             SCHEDULE VIII
<PAGE>

                      AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED
             SUBSIDIARIES
                                      Valuation and Qualifying Accounts
                            For the Years Ended December 31, 1993, 1992 and
             1991
                                            (Dollars In Millions)
             <TABLE>
             <CAPTION>
<PAGE>








                                                                              

                  Additions          
                                                         Balance at         
             Charged          Charged                          Balance 
                                                         beginning          
             to costs         to other                          at end of
               Description                               of period         and
             expenses       accounts         Deductions      period 

             <S>                                         <C>               <C>

                          <C>               <C>               <C>
             Year ended December 31, 1993:
               Allowance for uncollectible
                     accounts - trade and other
                     receivables                         $ 9.9             $
             6.4             $  .6(a)          $    .5(b)(c)       $16.4
               Allowance for uncollectible
                     notes receivable                     12.9               
             -                 -                 12.9(d)           - 
               Miscellaneous reserves for losses -
                     other asset categories                6.3             
             15.4              (9.3)(e)             5.7(c)            6.7
             Year ended December 31, 1992:
               Allowance for uncollectible
                     accounts - trade and other
                     receivables                           6.9              
             2.0               1.8(f)               .8(b)(c)         9.9
               Allowance for uncollectible
                     notes receivable                     15.2               
             -                  -                 2.3(d)           12.9
               Miscellaneous reserves for losses -
                     other asset categories               36.9              
             3.5             (17.0)(e)            17.1(b)(f)         6.3
             Year ended December 31, 1991:
               Allowance for uncollectible
                     accounts - trade and other
                     receivables                           7.3               
             .4                -                   .8(c)            6.9
               Allowance for uncollectible
                     notes receivable                     30.3               
             -                 -                 15.1(d)           15.2
               Miscellaneous reserves for losses -
                     other asset categories               39.4             
             14.9                -                 17.4(c)(e)        36.9
             </TABLE>               

             (a)     Includes additions for businesses acquired.
             (b)     Includes reductions for divested businesses.
             (c)     Includes reductions of valuation accounts for actual
             charges
                     incurred.
             (d)     Includes a reduction in reserves for uncollectibility of
             notes
                     which resulted from the prior sale of certain offshore
<PAGE>

<PAGE>








             drilling
                     rigs, to reflect the receipt of significant principal and
                     interest payments.
             (e)     Includes changes in unrealized gains and/or losses on
                     securities.
             (f)     Includes transfers to/from other reserve accounts.

                                                   S-5
             <PAGE>
                                                                              

              
                                                                            
             SCHEDULE X    

                      AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED
             SUBSIDIARIES
                      Supplemental Information Concerning Property - Casualty
             Insurance
                      Operations
                            For The Years Ended December 31, 1993, 1992 and
             1991
                                            (Dollars in Millions)



             <TABLE>
             <CAPTION>

              Column A           Column B          Column C          Column D 

                    Column E    Column F
                                                                              

                               
             <S>                <C>                <C>              <C>       

                    <C>         <C>
                                                   Reserves for
                                 Deferred          Unpaid Claims
             Affiliation          Policy            and Claim         Discount
               with              Acquisition        Adjustment       Deducted
             in       Unearned    Earned
             Registrant            Costs             Expenses         Column C

                    Premiums    Premiums
                                                                              

                               

             CONSOLIDATED PROPERTY AND CASUALTY ENTITIES

             1993                $77.4             $961.4(1)            $0    

                    $352.3      $1,273.6
<PAGE>

             1992                $50.4             $763.5               $0    

                    $224.3      $  998.7

             1991                $34.6             $663.9               $0    

                    $156.1      $  845.6    
<PAGE>








             </TABLE>
                                                                              

              
                                                                              

                          
                                                                              

              SCHEDULE X
                                                                              

              (continued)

                      AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED
             SUBSIDIARIES
             Supplemental Information Concerning Property - Casualty Insurance
             Operations
                            For The Years Ended December 31, 1993, 1992 and
             1991
                                            (Dollars in Millions)


             <TABLE>
             <CAPTION>
              Column G          Column H             Column I                 

               Column J         Column K
                                                                              

                               
                            Claims and Claim             Amortization         

                Paid
                            Adjustment Expenses          of Deferred          

               Claims
                Net         Incurred Related to            Policy             

              and Claim
             Investment    Current     Prior             Acquisition          

              Adjustment        Premiums
               Income        Year      Years                 Costs            

               Expenses         Written
                                                                              

                               

             CONSOLIDATED PROPERTY AND CASUALTY ENTITIES

             <C>                 <C>         <C>               <C>            

              <C>               <C>
             $114.7              $914.7      $(57.8)           $243.8         
<PAGE>


              $758.1            $1,378.9

             $105.0              $706.8      $(20.2)           $195.9         

              $587.0            $1,067.3

             $ 97.9              $601.0      $(21.6)           $121.7         

              $517.1            $  864.6

             </TABLE>
<PAGE>








             (1) Gross of ceded reinsurance receivable of $45.1 million.

                                                   S-6
             <PAGE>

             <PAGE>
                                                               Exhibit 13
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


                  Management's Discussion and Analysis discusses the Company's
             financial condition and results of operations for each of the
             three
             years in the period ended December 31, 1993.  The following is a
             description of the Company's Insurance segment and other
             operations. 
             Amounts presented in the discussion and analysis relate only to
             continuing operations unless otherwise indicated.

             INSURANCE

             The Insurance segment consists primarily of a group of
             non-standard
             private passenger automobile insurance companies (the "NSA
             Group")
             and a business which sells workers' compensation insurance in
             California ("Republic Indemnity").  On May 20, 1993, the Company
             purchased Leader National Insurance Company ("Leader National"),
             a
             writer of non-standard automobile insurance, for $38.0 million. 
             The
             non-standard automobile insurance companies insure risks not
             typically accepted for standard automobile insurance coverage
             because of the applicant's driving record, type of vehicle, age
             or
             other criteria.  Also, a subsidiary of the Company is engaged in
             the
             writing of reinsurance.

             NON-INSURANCE OPERATIONS

             These operations include the manufacture of a variety of
             industrial
             products and the providing of other industrial services as well
             as
             energy and real estate operations.  In connection with the
             Company's
             previously announced divestiture effort, two industrial
             businesses
             were sold during 1993 and one unit was sold in March of 1994. 
             The
             sales of the other two companies are pending.  These businesses
             do
<PAGE>








             not comprise reportable industry segments of the Company and,
             accordingly, are not reportable as discontinued operations.

             LIQUIDITY AND CAPITAL RESOURCES

             The Company's management believes the following information may
             be
             useful in understanding the liquidity and capital resources of
             the
             Company.
             <TABLE>
             <CAPTION>
             (Dollars in Millions, Except Per Share Amounts)
             As of and for the years ended December 31,     1993      1992    

             1991
             <S>                                          <C>       <C>      
             <C>

             Cash, Parent Company short-term investments
               and Parent Company fixed maturity
               securities                                 $669.2    $498.8   
             $562.7
             Deduct items not readily available for 
               corporate purposes:
                 Cash held by the insurance operations     (23.2)    (26.8)   

             (8.4)
                 Securities held in bank escrow accounts   (20.2)    (65.5)   
             (15.6)
                 Private placement notes                   (14.6)    (11.4)   

             (1.4)
             Cash, temporary investments and marketable
               securities                                 $611.2    $395.1   
             $537.3

             Total debt as a percentage of total capital      23%       30%   

               31%

             Book value per share of Common Stock         $36.30    $32.40   
             $31.23
             Net cash provided by continuing operating 
               activities                                 $304.1    $217.9   
             $130.6
             </TABLE>

                  The Company's Federal income tax loss carryforward is
             available
             to offset taxable income and, as a result, the Company's
             requirement
             to currently pay Federal income tax is substantially eliminated. 
             It
             is expected that the 1993 consolidated Federal income tax return
             will report a remaining net operating loss carryforward currently
<PAGE>

             estimated at approximately $610 million, which will expire at the
             end of 1996 unless previously utilized.
<PAGE>








                  The $216.1 million increase during 1993 in the cash,
             temporary
             investments and marketable securities included in the preceding
             table was principally attributable to the Company's sale of its
             shares of the common stock of Tejas Gas Corporation ("Tejas") for
             net proceeds of $106.6 million, the sale of the Company's defense
             services operations for $94.0 million in cash, subject to a post-
             closing working capital adjustment, and the Company's sale of its
             limited
             15<PAGE>

             partnership units of Buckeye Partners L. P. ("Buckeye Units")
             previously held in the Parent Company investment portfolio (but
             not
             included in the aggregate of cash, temporary investments and
             marketable securities) for approximately $60.9 million.  The
             Company
             also received $39.2 million in cash, including accrued interest,
             from the payment by General Cable Corporation ("General Cable")
             of
             its $36.9 million short-term note issued in connection with the
             Company's 1992 spin-off to its shareholders of substantially all
             of
             the Company's General Cable stock (the "Spin-off") and $26.0
             million
             from payment of a note plus accrued interest  relating to the
             prior
             sale of an offshore drilling rig.  These increases in cash,
             temporary investments and marketable securities were partially
             offset by the Company's redemption of all of its outstanding 11
             percent subordinated debentures due December 15, 1997 for $133.3
             million plus accrued interest.


             Net Cash Provided by Continuing Operating Activities

             During each of the three years in the period ended December 31,
             1993, the Company's continuing operations provided significant
             financial resources and sufficient cash flow to meet its
             operating
             requirements.  Management expects that the Company's operating
             cash
             flow and financial resources will continue to be adequate to meet
             its operating needs in the short-term and long-term (i.e., more
             than
             twelve months) future.  Cash flows of the Company may be
             influenced
             by a variety of factors, including changes in the property and
             casualty insurance industry, the insurance regulatory environment
             and general economic conditions.
                  Operating cash flow of the insurance operations is dependent
             primarily on the growth of written premiums, the requirements for
             claim payments and the rate of return achieved on the insurance
             investment portfolio.  Operating cash flow from the Company's
<PAGE>








             other
             operations is primarily dependent on pre-tax income, adjusted for
             non-cash charges such as depreciation and amortization, and the
             operating working capital requirements of the businesses.

             Net Cash Provided by Continuing Operating Activities (continued)

                  Cash provided by continuing operating activities in 1993 was
             $86.2 million higher than in 1992.  This increase resulted
             primarily
             from an increase in the insurance operations' operating cash flow
             at
             Republic Indemnity and, to a lesser extent, at the NSA Group. 
             While
             the NSA Group and Republic Indemnity experienced strong written
             premium growth during 1993, the favorable impact of such growth
             on
             the operating cash flow of the NSA Group has been partially
             offset
             by an increase in claims payments resulting from business
             expansion
             in previous periods.  The payment of a note relating to the prior
             sale of an offshore drilling rig, the net proceeds resulting from
             the settlement of certain litigation relating to a previously
             owned
             subsidiary which was included in the General Cable Spin-off and
             lower interest payments due to the redemption of the Company's 11
             percent subordinated debentures in July 1993 also contributed to
             the
             improved operating cash flow.  These favorable variances were
             partially offset by a settlement payment resulting from the
             termination of a reinsurance contract, lower operating cash flow
             from the Company's industrial operations and lower interest
             receipts
             on the Parent Company investment portfolio.
                  During 1993, the insurance operations generated $327.8
             million
             of operating cash flow, approximately 66 percent of which was
             retained by the insurance companies and primarily used to
             purchase
             investments, principally marketable debt securities, and for the
             acquisition of Leader National.  The remainder of the cash
             provided
             by the insurance operations was paid to the Parent Company
             principally through intercorporate tax allocation payments.  The
             Company's insurance subsidiaries are restricted as to the amount
             of
             stockholder dividends they can pay to the Company without prior
             regulatory approval. Under these restrictions, the maximum amount
             of
             dividends which can be paid to the Company during 1994 by these
             subsidiaries is $96.5 million.
                  Cash provided by continuing operating activities in 1992 was
             $87.3 million higher than in 1991.  This increase resulted
<PAGE>








             primarily
             from strong growth in written premiums at the NSA Group and, to a
             lesser extent, at Republic Indemnity.  Cash provided by
             continuing
             operating activities was also favorably affected by increased
             operating results at operations which installed satellite ground
             station electronic equipment and by lower administrative costs. 
             These favorable variances were partially offset by lower
             operating
             results at operations that manufacture aerial lift trucks and
             mobile
             tools, higher interest payments resulting from a full year of
             interest on the 10 7/8 percent subordinated notes issued in May
             1991, and lower interest receipts on the Parent Company
             investment
             portfolio in the 1992 period versus 1991.
             16<PAGE>
             Investing and Financing Activity

             During 1993, sales of the Parent Company's Tejas shares and
             Buckeye
             Units, sales of the Company's defense services operations and two
             of
             the Company's industrial businesses and payment by General Cable
             of
             its short-term note provided approximately $294 million in the
             aggregate.  In addition, the Company received $24.0 million from
             the
             sale of shares of Company Common Stock pursuant to the exercise
             of
             stock options.  During this same period, the Company used $133.3
             million to redeem all of its outstanding 11 percent subordinated
             debentures, $52.8 million for the payment of the purchase price
             contingency relating to the acquisition of the NSA Group,
             including
             $12.8 million of interest and $40 million of securities deposited
             by
             the Company at the end of 1992 in a bank escrow account, and
             $38.0
             million in cash to acquire Leader National.  The Company also
             used
             $38.2 million for the payment of Common Stock dividends, $17.5
             million for capital expenditures and $4.5 million for the
             purchase
             of an investment in an insurance company located in the United
             Kingdom.  The Company's insurance operations made net purchases
             of
             investments of $179.9 million during 1993 and the Company used
             approximately $165.5 million for net purchases of investments for
             the Parent Company investment portfolio.
                  On February 10, 1994, the Company announced that it is
             considering a proposal from American Financial Corporation
             ("AFC")
             for the purchase by the Company of the personal lines insurance
<PAGE>








             businesses owned by Great American Insurance Company ("GAIC") for
             a
             proposed purchase price of approximately $380 million in cash. 
             GAIC's personal lines insurance businesses principally provide
             standard private passenger automobile insurance and multiperil
             homeowners' insurance.  GAIC is a wholly-owned subsidiary of AFC.

             Completion of a transaction would be subject to certain
             conditions,
             including approval by a special committee of the Company's
             directors
             which has been empowered to negotiate all aspects of the proposed
             acquisition, including the proposed purchase price, receipt by
             the
             Company of an appropriate fairness opinion from an independent
             investment banking firm and any required regulatory approvals. 
             AFC
             beneficially owned 40.5 percent of the Company's outstanding
             common
             shares at December 31, 1993 and AFC's Chairman, Chief Executive
             Officer and principal shareholder is Chairman and Chief Executive
             Officer of the Company.  AFC's  proposal would include the
             transfer
             by GAIC of an investment portfolio consisting principally of
             investment grade bonds with a market value of approximately $450
             million.  GAIC's personal lines businesses reported net earned
             premiums of $342 million and $322 million for 1993 and 1992,
             respectively.  GAIC estimates that on a stand-alone basis the
             personal lines businesses had pro forma accident year statutory
             combined ratios of 99.0 percent and 99.1 percent for 1993 and
             1992,
             respectively.  GAIC also estimates that the net book value of the
             businesses that would be transferred at closing would be
             approximately $200 million.
                  As part of the General Cable Spin-off, the Company retained
             a
             $255.0 million 9.98% subordinated note due 2007 issued by General
             Cable (the "General Cable Note").  Interest due prior to 1998 on
             the
             General Cable Note may be paid with additional 9.98% subordinated
             notes ("Interest Notes") in lieu of cash if certain earnings
             levels
             are not achieved by General Cable.  During 1993, General Cable
             paid
             100 percent, or $31.8 million, of the interest due on the General
             Cable Note with Interest Notes in lieu of cash.
                  On February 14, 1994, General Cable delivered to the Company
             cash and promissory notes issued by a subsidiary of Rowan
             Companies,
             Inc. ("Rowan") totalling $52.1 million as a partial payment of
             the
             General Cable notes.  The cash portion of the payment was $10.4
             million.  The Rowan notes, which are guaranteed by Rowan, have a
             face value of $41.7 million, an interest rate of 7 percent and
<PAGE>








             are
             due in 1999.  Quarterly interest payments are payable in cash
             beginning March 31, 1994.  The cash and Rowan notes resulted from
             the sale by General Cable of its Marathon LeTourneau unit to
             Rowan. 
             As a result of these receipts, the Company credited General Cable
             with $48.1 million of principal and interest payments on the
             General
             Cable notes which resulted in the payment in full of the $31.8
             million of Interest Notes and reduced the principal amount of the
             General Cable Note to $241.4 million from $255.0 million at
             December
             31, 1993.
                  Under the terms of General Cable's revolving credit and
             letter
             of credit facility with certain commercial banks, General Cable
             is
             required to exercise its option, if available, to pay interest on
             the General Cable Note with Interest Notes in lieu of cash.  In
             view
             of General Cable's consolidated net losses of $57.6 million for
             the
             twelve months ended December 31, 1993, the Company expects

             17<PAGE>
             that General Cable will pay approximately $12.0 million of
             interest
             due on March 31, 1994 with an Interest Note.  See Note 2 of Notes
             to
             Financial Statements for a discussion of the recoverability of
             the
             General Cable Note and Interest Notes.
                  On February 16, 1994, the Company called for redemption on
             March 25, 1994 all of the outstanding $16.2 million principal
             amount
             of its 9 1/2 percent subordinated debentures due August 1, 2002
             at
             the redemption price of 100 percent of the principal amount plus
             accrued and unpaid interest through the redemption date.  The
             Company plans to fund the redemption with internal cash resources
             and proceeds from the sale of a portion of the Parent Company's
             short-term investments.
                  At December 31, 1993, the Parent Company investment
             portfolio
             held unrated or less than investment grade corporate debt
             securities, excluding the General Cable notes, with carrying
             values
             of $19.9 million.  At that date, the Company's insurance
             operations
             held $117.9 million of such unrated or less than investment grade
             debt securities and preferred stocks.  As a group, unrated or
             less
             than investment grade investments may be expected to generate
             higher
<PAGE>








             average yields than investment grade securities.  However, the
             risk
             of loss from default by the borrower may be greater with respect
             to
             such securities because these issuers usually have higher levels
             of
             indebtedness and may be more sensitive to adverse economic
             conditions than are investment grade issuers.  In addition, there
             is
             only a thinly traded secondary market for such securities and
             market
             quotations are available from a limited number of dealers.  In
             order
             to manage its risk associated with these investments, the Company
             limits its investment in unrated or less than investment grade
             securities of any one issuer and regularly monitors the condition
             of
             the issuers and their industries.  At December 31, 1993, the
             largest
             investment of the Company and its insurance operations in such
             securities of any one issuer, excluding the General Cable notes,
             totaled $13.3 million.
                  At December 31, 1993, management remained authorized by the
             Board of Directors to effect purchases of up to an additional 4.5
             million shares of the Company's Common Stock, at market prices,
             through privately negotiated transactions or on the open market.
                  The Company's principal source of cash from investing and
             financing activities during 1992 was maturities of the Parent
             Company investment portfolio (net of purchases of investments)
             which
             provided $113.2 million.  In addition to $25 million transferred
             to
             General Cable as part of the Spin-off, the Company used cash of
             $36.8 million for Common Stock dividends, $36.8 million for
             purchases of shares of Company Common Stock, $14.6 million for
             capital expenditures and $13.1 million for the repayment of debt.

             The Company's insurance operations made net purchases of
             investments
             totaling $164.3 million.
                  During 1991, the Company's principal source of cash from
             investing and financing activities was $148.7 million from the
             May
             issuance of its 10 7/8 percent subordinated notes.  Also, the
             sale
             of the Company's interests in certain oil and gas properties
             generated approximately $26 million in cash.  The principal uses
             of
             cash during 1991 were $142.7 million to acquire shares of the
             Company's Common Stock and $72.4 million of net purchases of
             investments for the Parent Company investment portfolio.  In
             addition, the Company's insurance operations made net purchases
             of
             investments totaling $94.7 million, excluding intercorporate
<PAGE>








             investment transactions.
                  During each of the three years in the period ended December
             31,
             1993, the Company's continuing operations did not have large
             capital
             spending requirements.  The Company presently has no plans or
             commitments for material capital expenditures.

             Borrowing Facilities and Debt Obligations

             Because of the Company's balances of cash and temporary
             investments
             and its positive cash flow from operating activities, the current
             borrowing requirements for the Company's existing businesses are
             not
             significant.  At December 31, 1993, the Company's total debt to
             total capital ratio decreased to 23 percent from 30 percent at
             year-end 1992.  The decrease was primarily due to the 1993
             redemption of the Company's 11 percent subordinated debentures. 
             Total capital as defined for this ratio consists of debt,
             minority
             interests in subsidiaries and common shareholders' equity.  On
             the
             basis of this ratio and other relevant factors, management
             believes
             that the Company has additional borrowing capacity which may be
             available to expand its current businesses or for acquisitions. 
             The
             Company is in compliance with all of its debt covenants, none of
             which are materially restrictive.

             Adjustments of Estimated Pre-reorganization Liabilities

             During 1993 and 1992, the Company increased its accruals for its
             net
             probable liability for claims and contingencies arising from
             events
             and circumstances preceding the Company's 1978

             18<PAGE>
             reorganization.  In 1993, the Company accrued $14.0 million for
             pre-
             reorganization environmental claims and related expenses.  In
             1992,
             the Company accrued $15.0 million for pre-reorganization personal
             injury and environmental claims and related expenses.  Consistent
             with the Company's reorganization accounting policy, such amounts
             were charged to capital surplus rather than income.  See Notes 1,
             11
             and 12 of Notes to Financial Statements.  In management's
             opinion,
             the outcome of these claims and contingencies will not,
             individually
             or in the aggregate, have a material adverse effect on the
<PAGE>








             Company's
             financial condition or results of operations.

             Net Cash (to) from Discontinued Operations

             During 1993, discontinued operations, which consisted of the
             Company's defense services operations, provided $8.3 million of
             cash.  During the period from January 1, 1992 until the July 1,
             1992
             date of the General Cable Spin-off, the General Cable businesses
             required $36.9 million, principally to fund their working capital
             requirements.  Also included in cash provided to discontinued
             operations for 1992 is $1.3 million  to fund expenses related to
             the
             General Cable Spin-off and $1.6 million received from the defense
             services operations.  During 1991, cash from discontinued
             operations
             totaled $68.1 million.

             RESULTS OF OPERATIONS

             Analysis of Continuing Operations

             Income from continuing operations was $242.7 million, or $5.03
             per
             share, for 1993 as compared with $50.9 million, or $1.08 per
             share,
             for 1992.  Results for 1993 include tax benefits of $132 million,
             or
             $2.74 per share, attributable to increases in the Company's net
             deferred tax asset.  Exclusive of the deferred tax asset
             adjustment,
             income from continuing operations for 1993 was $110.7 million, or
             $2.29 per share.
                  Income from continuing operations before income taxes for
             1993
             increased to $190.1 million from $84.1 million for the 1992
             period. 
             The increase was principally due to pre-tax gains of
             approximately
             $80.0 million and $18.5 million, respectively, from the sale of
             the
             Company's Tejas shares and Buckeye Units, improved operating
             results
             in the Company's Insurance segment and higher interest and
             dividend
             income generated from the Parent Company investment portfolio,
             partially offset by provisions for expected losses associated
             with
             the intended divestitures of the Company's non-insurance
             operations. 
             In 1993 and 1992, the Company recognized approximately $25.4
             million
             and $12.7 million, respectively, of interest on the General Cable
<PAGE>








             Note, of which $31.8 million in Interest Notes was paid in full
             by
             General Cable on February 14, 1994.  For further information, see
             "Liquidity and Capital Resources - Investing and Financing
             Activity".  Such interest, which is a component of interest and
             dividend income, was approximately 13 percent and 15 percent,
             respectively, of the Company's 1993 and 1992 income from
             continuing
             operations before income taxes. 
                  The 1992 income from continuing operations of $50.9 million
             increased from $50.2 million reported in 1991, principally due to
             higher interest and dividend income generated from the Parent
             Company's investments and lower general and administrative
             expenses,
             partially offset by higher interest expense, a provision for an
             environmental claim settlement and slightly lower operating
             results. 
             An increase in income per share from continuing operations
             occurred
             during 1992, as compared with 1991, largely because fewer average
             shares were outstanding during 1992, as compared with the prior
             year.  Income from continuing operations in 1991 included
             restructuring provisions related to certain non-insurance
             businesses
             and write-downs in the carrying value of certain Parent Company
             equity investments, totaling $12.6 million net of tax, or $.26
             per
             share.

             INSURANCE

             Revenues in the Insurance segment increased to $1,405.8 million
             in
             1993 as compared with $1,127.3 million for 1992.  The increase
             was
             primarily due to an increase in earned premiums at both the NSA
             Group and Republic Indemnity.  Investment income before realized
             gains and losses on sales of investments also increased due to
             higher average investment balances primarily due to increased
             premiums, partially offset by a decrease in the average yield on
             the
             insurance operations' investment portfolio.  Operating income in
             1993 increased to $167.4 million as compared with $143.5 million
             in
             1992, primarily due to improved underwriting results at Republic
             Indemnity and higher investment income, partially offset by lower
             net realized gains.  Net realized gains from sales of investment
             securities in the insurance operations' portfolio totaled $17.5
             million for 1993 compared with $23.6 million for 1992.  See Note
             3
             of Notes to Financial Statements for further information
             regarding
             gross realized and unrealized investment gains and losses.
<PAGE>








             19<PAGE>
                  Revenues in the Insurance segment increased during 1992, as
             compared with 1991, primarily due to an increase in earned
             premiums
             at both the NSA Group and Republic Indemnity.  Investment income
             before realized gains and losses on sales of investments also
             increased due to higher average investment balances.  Operating
             income decreased, as compared with 1991, principally due to lower
             net gains on sales of investments and the inclusion in 1991
             results
             of certain one-time purchase accounting benefits.  Net realized
             gains from sales of investment securities in the insurance
             operations' portfolio totaled $23.6 million for 1992 compared
             with
             $26.5 million in 1991.
                  Underwriting profitability of the insurance operations is
             measured by the combined ratio which, according to generally
             accepted accounting principles ("GAAP"), is calculated as the
             quotient of (a) the sum of insurance losses and loss adjustment
             expenses ("LAE"), policyholder dividends and commissions and
             other
             insurance expenses, excluding amortization of cost in excess of
             net
             assets acquired, divided by (b) premiums earned, as reflected in
             the
             accompanying financial statements.  Underwriting results are
             generally considered profitable when the combined ratio is under
             100
             percent.  The GAAP combined ratio for the Insurance segment was
             96.2
             percent in 1993, 97.5 percent in 1992 and 97.0 percent in 1991,
             excluding the unusual purchase accounting benefit.
                  In October 1993, the Clinton Administration introduced in
             Congress proposed legislation called the Health Security Act (the
             "HSA"), which would guarantee all Americans access to
             comprehensive
             health care services provided through health plans.  If the HSA
             were
             enacted, health plans would provide medical treatment for
             injuries
             sustained in the workplace or in an automobile accident. 
             Workers'
             compensation and automobile insurers would continue to be
             responsible for the costs of treatment covered by their policies
             and
             would reimburse health plans for services provided.  The HSA also
             would create a Commission on Integration of Health Benefits,
             which
             would study the feasibility and appropriateness of transferring
             to
             health plans financial responsibility for all medical benefits
             covered under workers' compensation and automobile insurance and
             would submit a report to the President by July 1, 1995 that would
             provide a detailed plan for integration if integration is
<PAGE>








             recommended.  The Company is unable to predict whether or in what
             form the HSA will be enacted or, if enacted, what effect it will
             have on the Company's insurance operations.  However, depending
             on
             its actual terms, the HSA, and any subsequent legislation
             mandating
             such integration, could potentially have a material adverse
             effect
             on the Company's future insurance operations.


             NSA Group
             In general, automobile coverage written by the NSA Group is sold
             to
             drivers who have not been accepted for coverage by a writer of
             standard risks due to driving history, type of automobile, age of
             insured or other factors.  Because it can be viewed as a residual
             market, the size of the non-standard private passenger automobile
             insurance market changes with the insurance environment. 
             Management
             of the Company believes the non-standard market has experienced
             significant growth in recent years as standard insurers have
             become
             more restrictive in the types of risks they will write.  During
             the
             past three years,  the NSA Group continued to obtain new licenses
             to
             write business in additional jurisdictions.  Total licenses held
             by
             the NSA Group have grown by approximately 56 percent during this
             time period.  Entering additional states, increased market
             penetration in its existing states and the purchase of Leader
             National have contributed to the significant premium growth
             achieved
             by the NSA Group during the last three years.  Competitive
             pressures
             in the Company's non-standard automobile insurance markets may
             increase in 1994 and there can be no assurance that the annual
             increases in written and earned premiums achieved over the past
             three years can be sustained in 1994 or beyond.  
                  The NSA Group management believes it has achieved
             underwriting
             success over the past several years due, in part, to the
             refinement
             of various risk profiles, thereby dividing the consumer market
             into
             more defined segments which can either be excluded from coverage
             or
             surcharged adequately.  Highly effective cost control measures,
             both
             in the underwriting and claims handling areas, further contribute
             to
             the underwriting profitability of the NSA Group.  In addition,
             the
<PAGE>








             NSA Group generally writes policies of short duration which allow
             more frequent rating evaluations of individual risks, providing
             management greater flexibility in the ongoing assessment of the
             business.

                  The following table presents certain information with
             respect
             to the NSA Group's insurance operations.  The 1991 data excludes
             the
             unusual purchase accounting benefit of $5.4 million.
             20<PAGE>
             <TABLE><CAPTION>
                                                          (Dollars in
             Millions)
                  Years Ended December 31,             1993      1992     
             1991
                  <S>                                <C>       <C>       <C>
                  Net Written Premiums               $901.9    $660.4   
             $509.8

                  Net Earned Premiums                $804.4    $594.8   
             $492.3

                  Loss and LAE                        575.8     414.8    
             343.9
                  Underwriting Expenses               204.4     156.7    
             124.5
                  Underwriting Profit                $ 24.2    $ 23.3    $
             23.9

                  GAAP Ratios:
                       Loss and LAE Ratio              71.6%     69.7%    
             69.9%
                       Underwriting Expense Ratio      25.4      26.4     
             25.2
                       Combined Ratio                  97.0%     96.1%    
             95.1%

                  Statutory Ratios:
                       Loss and LAE Ratio              72.5%     69.7%    
             70.5%
                       Underwriting Expense Ratio      24.4      26.1     
             26.5
                       Combined Ratio                  96.9%     95.8%    
             97.0%

                  Total Private Passenger Automobile
                    Insurance Industry Statutory
                    Combined Ratio(1)                 102.0%(Est.)102.0% 
             104.7%
             </TABLE>
             (1)  Industry information was derived from Best's Insurance
                  Management Reports Property/Casualty Supplement (January 3,
                  1994 edition).  The comparison shown is to the private
<PAGE>








                  passenger automobile insurance industry.  Although the
             Company
                  believes that there is no reliable regularly published
                  combined ratio data for the non-standard automobile
             insurance
                  industry, the Company believes that such a combined ratio
                  would present a less favorable comparison in that it would
             be
                  lower than the private passenger automobile industry average
                  shown above.

                       The NSA Group reported earned premiums of $804.4
             million and
             underwriting profit of $24.2 million for 1993 as compared with
             1992
             amounts of $594.8 million and $23.3 million, respectively.  The
             growth in both earned premiums and net written premiums of over
             35
             percent during 1993 was principally due to the pursuit of
             business
             in new markets and the trend over recent years whereby the
             standard
             insurers have become more restrictive in the types of risks they
             are
             willing to write.  The acquisition of Leader National in the
             second
             quarter of 1993 also contributed to the premium growth.  The
             combined ratio for the NSA Group was 97.0 percent compared with
             96.1
             percent for 1992.  The increase in the combined ratio for 1993
             was
             primarily caused by rate adjustments which more favorably
             affected
             1992 underwriting results and an increase in losses in the 1993
             first quarter resulting from a more severe winter than in the
             prior
             period.  Partially offsetting these factors was a decrease in the
             underwriting expense ratio as growth in earned premiums outpaced
             associated expenses.  
                       The NSA Group reported earned premiums of $594.8
             million and
             underwriting profit of $23.3 million for 1992, as compared with
             1991
             amounts of $492.3 million and $29.3 million, respectively.  The
             1991
             underwriting results for the NSA Group include the above
             mentioned
             one-time purchase accounting benefit of $5.4 million. The NSA
             Group's 1992 combined ratio was 96.1 percent compared with 95.1
             percent for 1991, excluding the unusual benefit.  In addition,
             1991
             was favorably affected by differences between the actual 1991
             profitability of the unearned premiums purchased as part of the
             acquisition of the NSA Group and estimates thereof made in the
<PAGE>








             allocation of the purchase price.  Excluding the effects of these
             differences and the unusual purchase accounting benefit, the 1991
             combined ratio of the NSA Group was approximately 97 percent.

             Republic Indemnity
               
                       Republic Indemnity's workers' compensation insurance
             operations are highly regulated by California state authorities. 
             In
             addition, these insurance operations are affected by employment
             trends in their markets, litigation activities, legal and medical
             costs, use of vocational rehabilitation programs and the filing
             of
             traditionally non-occupational injuries, such as stress and
             trauma
             claims.  While higher claims costs are ultimately reflected in
             premium rates, there historically has been a time lag of varying
             periods between the incurrence of higher claims costs and premium
             rate adjustments, which may result in periods of unfavorable
             underwriting results.  Management believes that Republic
             Indemnity's
             stringent underwriting standards, disciplined claims philosophy,
             expense containment and reputation with insureds have combined to
             produce superior underwriting results as compared to the industry
             in
             general.
             21<PAGE>
                       The following table presents certain information with
             respect
             to Republic Indemnity's insurance operations.
             <TABLE>
             <CAPTION>
                                                     (Dollars in Millions)
                  Years Ended December 31,             1993      1992     
             1991
                  <S>                                <C>       <C>       <C>
                  Net Written Premiums               $465.8    $397.0   
             $353.1

                  Net Earned Premiums                $458.5    $394.1   
             $351.6

                  Loss and LAE                        270.2     261.8    
             233.7
                  Underwriting Expenses                70.6      63.3     
             57.6
                  Policyholder Dividends               93.2      67.5     
             58.9
                  Underwriting Profit                $ 24.5    $  1.5    $ 
             1.4

                  GAAP Ratios:
                       Loss and LAE Ratio              59.0%     66.4%    
             66.4%
<PAGE>








                       Underwriting Expense Ratio      15.4      16.1     
             16.4
                       Policyholder Dividend Ratio     20.3      17.1     
             16.7
                       Combined Ratio                  94.7%     99.6%    
             99.5%

                  Statutory Ratios:
                       Loss and LAE Ratio              59.0%     69.1%    
             66.5%
                       Underwriting Expense Ratio      15.4      16.0     
             16.2
                       Total Loss and Expense Ratio    74.4      85.1     
             82.7
                       Policyholder Dividend Ratio     13.7      11.6     
             17.7
                       Combined Ratio                  88.1%     96.7%   
             100.4%

                  Total Workers' Compensation Industry
                    Statutory Combined Ratio(1)       111.5%(Est.)121.5% 
             122.6%
             </TABLE>
             (1)  Industry information was derived from Best's Insurance
                  Management Reports Property/Casualty Supplement (January 3,
                  1994 edition).

                  Republic Indemnity reported earned premiums of $458.5
             million for
             1993 compared with $394.1 million in 1992.  An underwriting
             profit
             of $24.5 million was reported for 1993 as compared with an
             underwriting profit of $1.5 million for 1992.  The increase in
             both
             earned premiums and net written premiums of approximately 17
             percent
             for 1993 was primarily due to improvement in the Company's
             relative
             competitive position in the industry resulting in part from the
             withdrawal of several workers' compensation carriers from the Los
             Angeles, California market.  In addition, the California State
             Fund,
             the largest writer of workers' compensation insurance in
             California,
             reduced its policyholder dividends during 1992 making its program
             less attractive to the market.  During 1993, Republic Indemnity's
             underwriting results benefited from a decrease in the frequency
             and
             severity of losses, in part due to a reduction in fraudulent
             claims,
             and a lower underwriting expense ratio as compared with the prior
             year.  Republic Indemnity had a combined ratio of 94.7 percent
             and
             99.6 percent for 1993 and 1992, respectively.
<PAGE>








                       In July 1993, California enacted legislation (the
             "Reform
             Legislation") effecting significant changes in the workers'
             compensation insurance system.  The Reform Legislation effected
             an
             immediate overall 7 percent reduction in workers' compensation
             insurance premium rates; authorized the Insurance Commissioner to
             approve further reductions in premium rates so long as the
             further
             reduced rates are "adequate"; prohibited the Insurance
             Commissioner,
             prior to January 1, 1995, from approving any premium rate that is
             greater than the reduced rates effected by the Reform
             Legislation;
             and replaced the workers' compensation insurance minimum rate
             law,
             effective January 1, 1995, with a procedure permitting insurers
             to
             use any rate within 30 days after filing it with the Insurance
             Commissioner unless the rate is disapproved by the Insurance
             Commissioner.  On December 1, 1993, the Insurance Commissioner
             ordered an additional 12.7 percent minimum premium rate decrease
             effective January 1, 1994 for new and renewal policies entered
             into
             on and after January 1, 1994.  The Reform Legislation also
             increased
             statutory workers' compensation benefits for temporary and
             permanent
             disability commencing July 1, 1994 and increasing in 1995 and
             1996,
             expanded the rights of employers under workers' compensation
             insurance policies and introduced several reforms intended to
             reduce
             workers' compensation costs.  The reforms include a tightening of
             the standards for job-related stress and post-termination claims,
             introducing measures designed to curb medical costs, limiting the
             frequency of medical-legal evaluations, capping the amount of
             compensable vocational rehabilitation expenses and strengthening
             penalties for fraudulent claims.  The Reform Legislation also
             provides for the licensing of "managed" health care organizations
             to
             provide care for injuries covered by workers' compensation and
             generally permits employers to require employees to obtain
             medical
             services for

             22<PAGE>
             their work-related injuries for a certain period of time from a
             health care organization selected by the employer, unless the
             employee chooses to be treated by a physician designated by the
             employee prior to the injury.
                       If the workers' compensation cost savings resulting
             from the
             Reform Legislation are inadequate to offset the impact of premium
<PAGE>








             rate reductions, increased benefits and expanded employers'
             rights,
             the profitability of the Company's workers' compensation
             insurance
             operations could be adversely affected.  Management believes that
             this effect may be mitigated by Republic Indemnity's ability to
             reduce its relatively high policyholder dividends, although a
             reduction in dividends could affect premium volume.  In addition,
             greater price competition is expected to result when the repeal
             of
             the minimum premium rates that now govern all workers'
             compensation
             insurers becomes effective, and Republic Indemnity's operations
             could be affected adversely.  The Company believes that the
             Reform
             Legislation's provisions relating to "managed" health care
             organizations will probably result in certain workers'
             compensation
             insurers seeking affiliation, contractual or otherwise, with one
             or
             more health care organizations.  The Company continues to
             evaluate
             the implications of these provisions but is unable to predict
             whether their ultimate impact on its workers' compensation
             insurance
             operations will be positive or adverse.  While Republic Indemnity
             has continued to operate on a profitable basis, no assurances can
             be
             given that it could continue to do so in the face of adverse
             regulatory developments.
                  Republic Indemnity reported earned premiums of $394.1
             million
             for 1992, a 12 percent increase over 1991 earned premiums of
             $351.6
             million.  Underwriting results remained favorable for these
             operations as evidenced by the 1992 combined ratio of 99.6
             percent
             as compared to 99.5 percent for the 1991 period.

             Interest and Dividend Income

             Interest and dividend income of the Parent Company investments
             increased $7.9 million in 1993, as compared with 1992, due
             primarily
             to a $14.6 million increase in interest income on the General
             Cable
             notes largely attributable to the inclusion of a full year of
             interest in 1993 as compared with 1992.  The interest income on
             the
             General Cable notes in 1993 consisted of $25.4 million on the
             General Cable Note, all of which was paid or is payable with
             Interest Notes, $1.2 million of interest on the short-term note
             (the
             full principal and accrued interest of which was paid in cash on
<PAGE>








             July 2, 1993) and $1.8 million of interest on the Interest Notes
             (payable in cash).  For a discussion of the recoverability of the
             General Cable Note and Interest Notes and for more information
             regarding the payment in full by General Cable of the Interest
             Notes
             and accrued interest, see Note 2 of Notes to Financial Statements
             and "Liquidity and Capital Resources - Investing and Financing
             Activity", respectively.  The increase in interest income due to
             the
             General Cable notes was partially offset by lower interest income
             on
             the Parent Company investment portfolio attributable to a
             decrease
             in average yields, partially offset by higher average investment
             balances, as compared with 1992. 
                  Interest and dividend income of the Parent Company
             investments for
             1992 and 1991 was $45.5 million and $35.5 million, respectively. 
             The increase in interest and dividend income for 1992, as
             compared
             with 1991, was due to 1992 interest income of $13.8 million on
             the
             General Cable notes (consisting of $12.7 million of interest on
             the
             General Cable Note paid with an Interest Note and $1.1 million of
             interest on the short-term note paid in cash), partially offset
             by
             reduced average yields on investments during 1992 as compared
             with
             1991.  Also, the 1991 results include net realized losses of $4.3
             million on sales of debt securities in the Parent Company
             investment
             portfolio.
                  General Cable may elect to pay interest on the General Cable
             Note
             with Interest Notes if certain earnings levels are not achieved
             by
             General Cable.  The recognition of interest income on the General
             Cable notes by the Company is subject to periodic evaluations of
             General Cable's financial position, cash flows and operating
             results
             by the Company's management.

             Interest and Debt Expense

             Interest and debt expense for 1993 decreased $6.8 million
             compared
             with 1992 due primarily to the Company's July 30, 1993 redemption
             of
             all of its 11 percent subordinated debentures.
                  Interest and debt expense increased to $69.6 million in 1992
             from
             $65.3 million in 1991, due primarily to the incurrence of
             interest
<PAGE>








             expense for the full year of 1992 on the $150.0 million principal
             amount of the Company's  10 7/8 percent subordinated notes which
             were issued in May 1991.
             23<PAGE>
             Other Expense (Income) - Net

             Other expense (income) - net consists of the following:
             <TABLE>
             <CAPTION>
                                                          (In Millions)
             For the Years Ended December 31,        1993      1992      1991
             <S>                                     <C>       <C>       <C>
             Settlement of claims and 
               contingencies, net                    $  6.3    $  6.5    $
             (3.2)
             Minority interests in earnings
               of consolidated subsidiaries            (1.5)     (1.4)     
             (.6)
             Taxes other than income                    6.7       6.7      
             6.2 
             Other                                      4.1       4.3      
             2.7 
               Total                                 $ 15.6    $ 16.1    $ 
             5.1 
             </TABLE>
                  The component, "Settlement of claims and contingencies,
             net", in
             the above table includes expense in 1993 which was primarily
             attributable to a $2 million provision for environmental costs
             relating to the Company's previously-owned petroleum products
             pipeline operations and to certain litigation settlements, none
             of
             which are individually, or in the aggregate, material to the
             Company's results of operations.
                  The expense reported in such component in 1992 was primarily
             attributable to a $4 million provision recorded in connection
             with
             an agreement with the U.S. Environmental Protection Agency for
             the
             settlement of post-reorganization environmental claims relating
             to
             the clean-up of cadmium contamination at a previously-owned
             battery
             manufacturing facility. The income reported in such component in
             1991 was almost entirely due to the favorable resolutions of
             certain
             contingencies related to the 1986 sale of the Company's petroleum
             products pipeline operations.

             Income Taxes

             For 1993, the Company recorded an income tax benefit of $52.6
             million as compared with income tax expense of $33.2 million and
             $29.2 million for 1992 and 1991, respectively.  The 1993 benefit
<PAGE>








             is
             attributable to an increase of $132.0 million in the Company's
             net
             deferred tax asset due to revisions to the estimated future
             taxable
             income during the Company's tax loss carryforward period.  For
             more
             information concerning these adjustments, see Note 7 of Notes to
             Financial Statements.
                       As of December 31, 1993, the Company's gross deferred
             tax
             asset was $491.0 million, which after a valuation allowance of
             $195.2 million resulted in a net deferred tax asset of $295.8
             million.  The net deferred tax asset represents the portion of
             the
             gross deferred tax asset which management believes is more likely
             than not to be realized consistent with the recognition criteria
             as
             set forth in Statement of Financial Accounting Standards No. 109,
             "Accounting for Income Taxes".
                       Management believes that it is more likely than not
             that the
             net deferred tax asset at December 31, 1993 will be realized
             primarily through the generation of taxable income during the
             loss
             carryforward period.  This belief derives from an analysis of
             estimated future taxable income based on certain assumptions
             concerning future events during the loss carryforward period. 
             The
             estimate of future taxable income used in determining the net
             deferred tax asset is not necessarily indicative of the Company's
             future results of operations.  As is the case with any estimate
             of
             future results, there will be differences between assumed and
             actual
             economic and business conditions of future periods.  Moreover,
             the
             estimate may also be affected by unpredictable future events,
             including but not necessarily limited to changes in the Company's
             capital structure and future acquisitions and dispositions. 
             Therefore, the analysis of estimated future taxable income will
             be
             reviewed and updated periodically, and any required adjustments,
             which may increase or decrease the net deferred tax asset, will
             be
             made in the period in which the developments on which they are
             based
             become known.  Management believes that any future adjustments in
             the net deferred tax asset will not be as significant as those
             reported in 1993.
                       The increase in income tax expense in 1992, as compared
             with
             1991, is primarily due to a higher 1992 effective tax rate
             coupled
<PAGE>








             with an increase in the Company's 1992 pre-tax income.  Income
             tax
             expense for 1991 also includes a $2.0 million benefit from
             adjustments to the Company's provision for deferred state taxes.
             24<PAGE>
             AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES
             SELECTED CONSOLIDATED FINANCIAL DATA 
             <TABLE>
             <CAPTION>

             (Dollars in Millions, Except Per Share Amounts and Ratios)       

                                      
                                                             1993     1992    

             1991      1990      1989
             <S>                                          <C>       <C>      
             <C>       <C>       <C>
             Income Statement Data:(1)
             Net Written Premiums                         $1,378.9  $1,067.3 
             $  864.6  $  345.1  $  220.9

             Insurance Revenues:
                  Premiums Earned                         $1,273.6  $  998.7 
             $  845.6  $  342.0  $  231.1
                  Net Investment Income                      114.7     105.0  

               97.9      51.6      36.8
                  Net Realized Gains (Losses)                 17.5      23.6  

               26.5      (9.0)      3.1
             Other Revenues                                  357.5     297.6  

              305.4     395.3     400.0
                       Total Revenues                     $1,763.3  $1,424.9 
             $1,275.4  $  779.9  $  671.0

             Income from Continuing Operations
               before Income Taxes:
                  Insurance Operations                    $  167.4  $  143.5 
             $  144.5  $   36.8  $   37.4
                  Other Operations                            22.7     (59.4) 

              (65.1)     58.8     103.6
                                                          $  190.1  $   84.1 
             $   79.4  $   95.6  $  141.0

             Income from Continuing Operations(2)         $  242.7  $   50.9 
             $   50.2  $   62.9  $   92.6
             Income from Continuing Operations 
               Per Share(2)                               $   5.03  $   1.08 
             $   1.03  $   1.03  $   1.32

             Balance Sheet Data
               (at year-end):(1)
             Investments Held by Insurance 
<PAGE>

               Operations                                 $1,602.7  $1,304.2 
             $1,121.9  $  997.2  $  488.3
             Cash, Temporary Investments and Marketable
               Securities Other Than Those of Insurance
<PAGE>








               Operations                                    611.2     395.1  

              537.3     458.6   1,146.7
             Total Assets                                  4,049.6   3,486.2  
             3,330.0   3,280.1   2,962.9
             Unpaid Losses and Loss Adjustment
               Expenses, Policyholder Dividends
               and Unearned Premiums                       1,425.5   1,069.0  

              889.5     823.4     457.5
             Debt                                            523.2     656.1  

              665.9     516.2     374.0
             Common Shareholders' Equity                   1,722.3   1,502.8  
             1,479.0   1,634.2   1,826.8
             Book Value Per Share of Common Stock            36.30     32.40  

              31.23     31.00     27.84
             Total Debt to Total Capital                        23%       30% 

                 31%       24%       17%

             Certain Financial Ratios
               and Other Data:
             Cash Dividends Declared Per Share
               of Common Stock                            $    .85  $    .81 
             $    .71  $    .53  $    .42
             Statutory Surplus of Insurance 
               Operations                                 $  567.3  $  453.6 
             $  392.9  $  345.0  $  157.7
             Statutory Net Written Premiums to
               Statutory Surplus(3)                            2.4x      2.3x 

                2.3x      2.2x      2.0x
             GAAP Combined Ratio                              96.2%     97.5% 

               97.0%     99.9%    101.6%
             Statutory Combined Ratio                         94.0%     96.5% 

               98.5%    100.1%     98.1%
             Industry Statutory Combined Ratio for
               Property and Casualty Insurers(4)             109.2%    115.8% 

              108.8%    109.6%    109.2%
             </TABLE>
             (1)  The Company's principal insurance operations were acquired
             on
                  March 31, 1989 and December 31, 1990 in business
             acquisitions
                  accounted for as purchases.  Results of operations of the
                  acquired businesses are included from the effective dates of
                  the acquisitions and the net assets of the acquired
             companies
                  are included as of the effective dates.  Year-to-year
                  comparisons are also affected by business dispositions and
             by
<PAGE>

                  restructuring provisions and certain unusual charges.  See
                  Note 2 of Notes to Financial Statements and  "Management's
                  Discussion and Analysis - Results of Operations" for further
                  information.
             (2)  The 1993 results include a $132 million, or $2.74 per share,
                  tax benefit attributable to an increase in the Company's net
                  deferred tax asset.  See Note 7 of Notes to Financial
<PAGE>








                  Statements and "Management's Discussion and Analysis -
             Results
                  of Operations".
             (3)  For 1989 and 1990, the writings to surplus ratio is based on
                  statutory surplus of Republic Indemnity only, excluding the
                  statutory surplus of the NSA Group, which was acquired on
                  December 31, 1990 and a reinsurance subsidiary which had
                  insignificant written premiums in both years.
             (4)  Ratios for 1989 and 1990 are derived from A.M. Best's
                  Aggregates and Averages Property/Casualty (1992 edition). 
             The
                  ratios for 1991 and 1992 and the ratio estimate for 1993 are

                  derived from Best's Insurance Management Reports
                  Property/Casualty Supplement (January 3, 1994 edition).
             25<PAGE>
             AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES
             <TABLE>
             <CAPTION>
             INCOME STATEMENT
                                                                 For the years
             ended December 31,
             (In Millions, Except Per Share Amounts)              1993    
             1992       1991 
             <S>                                               <C>       <C>  

                <C>
             Revenues
               Insurance operations   
                  Premiums earned                              $1,273.6  $ 
             998.7  $  845.6
                  Net investment income                           114.7    
             105.0      97.9
                  Net realized gains                               17.5     
             23.6      26.5
               Other operations
                  Net sales                                       198.3    
             255.4     279.7            
                  Interest and dividend income                     53.4     
             45.5      35.5
                  Net realized gains (losses)                     105.8     
             (3.3)     (9.8)
                                                                1,763.3  
             1,424.9   1,275.4
             Expenses
               Insurance operations
                  Losses                                          726.9    
             579.5     488.9
                  Loss adjustment expenses                        130.0    
             107.1      90.4
                  Commissions and other insurance
                    expenses                                      288.3    
             229.7     187.3
                  Policyholder dividends                           93.2     
             67.5      58.9
<PAGE>








               Other operations
                  Cost of sales                                    88.9    
             143.8     157.6
                  Operating expenses                              105.7    
             107.3     105.9
                  Corporate and administrative expenses            20.2     
             20.2      25.8
                  Interest and debt expense                        62.8     
             69.6      65.3
                  Gain on issuance of common stock
                    by a subsidiary                                  -        
             -        (.2)
                  Provision for loss on sale of subsidiaries
                    and asset impairment                           41.6       
             -       11.0
                  Other expense (income), net                      15.6     
             16.1       5.1
                                                                1,573.2  
             1,340.8   1,196.0       

             Income from continuing operations before  
               income taxes                                       190.1     
             84.1      79.4
             Income tax (expense) benefit                          52.6    
             (33.2)    (29.2)

             Income from continuing operations                    242.7     
             50.9      50.2
             Discontinued operations:
                  Income (loss) from discontinued
                    operations                                      2.8      
             1.7     (47.6)
                  Loss on disposal                                (13.5)      
             -         -
             Cumulative effect of accounting change                  -     
             252.8        - 
             Net income                                        $  232.0  $ 
             305.4  $    2.6

             Earnings per share data:
                  Continuing operations                        $   5.03  $  
             1.08  $   1.03
                  Discontinued operations                          (.22)     
             .04      (.98)
                  Cumulative effect of accounting change             -      
             5.36        - 
                                                               $   4.81  $  
             6.48  $    .05

             Weighted average number of common shares              48.2     
             47.2      48.7
             </TABLE>
<PAGE>









                        SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
             26<PAGE>

             AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES
             <TABLE>
             <CAPTION>
             BALANCE SHEET
             (In Millions, Except Share Data)                       December
             31,
                                                                  1993     
             1992 
             <S>                                               <C>       <C>
             Assets

             Investments held by insurance operations
                  Fixed maturity securities
                       Held for investment-stated at amortized
                         cost (market $1,173.0 and $951.2)     $1,113.0  $ 
             924.2
                       Available for sale-stated at market 
                         (cost $408.7 and $310.1)                 432.8    
             325.8
                  Short-term investments                           56.9     
             44.1
                  Equity in affiliates                               -      
             10.1
                                                                1,602.7  
             1,304.2
             Parent Company investments                                       


                       
                  Fixed maturity securities
                       Held for investment-stated at amortized 
                         cost (market $251.7 and $252.7)          248.9    
             250.8
                  Short-term investments                          387.9    
             211.8
                  General Cable Corporation notes                 286.8    
             255.0
                  Equity in affiliates                             20.1     
             83.7
                                                                  943.7    
             801.3

             Cash                                                  32.4     
             36.2
             Accrued investment income                             43.4     
             41.9
             Agents' balances and premiums receivable             289.9    
             198.4
             Reinsurance receivable                                47.6      
             -
             Other receivables                                     51.4     
<PAGE>








             57.4
             Deferred policy acquisition costs                     77.4     
             50.4
             Property, plant and equipment                         95.2     
             97.6
             Cost in excess of net assets acquired                406.8    
             368.4
             Deferred tax asset                                   295.8    
             245.4
             Net assets of discontinued operations                  9.8    
             111.5
             Other assets                                         153.5    
             173.5
                 Total                                         $4,049.6 
             $3,486.2


             Liabilities And Common Shareholders' Equity

             Unpaid losses and loss adjustment expenses        $  961.4  $ 
             763.5
             Policyholder dividends                               111.8     
             81.2
             Unearned premiums                                    352.3    
             224.3
             Debt                                                 523.2    
             656.1
             Minority interests in subsidiaries                    15.1     
             16.6
             Accounts payable and other liabilities               363.5    
             241.7
               Total liabilities                                2,327.3  
             1,983.4

             Common Stock, $1.00 par value - outstanding or
               issuable 47,446,094 and 46,382,170 shares           47.4     
             46.4
             Capital surplus                                      746.2    
             738.9
             Retained earnings (from October 25, 1978)            912.3    
             707.0
             Net unrealized gains on investments                   16.4     
             10.5
               Total common shareholders' equity                1,722.3  
             1,502.8
                 Total                                         $4,049.6 
             $3,486.2
             </TABLE>



                        SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
             27<PAGE>
             <TABLE>
<PAGE>








             <CAPTION>
             AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES

             STATEMENT OF CASH FLOWS

                                                                         For
             the years ended
                                                                            
             December 31,
             (In Millions)                                              1993  

               1992      1991 
             <S>                                                    <C>      
             <C>       <C>
             Cash flows of operating activities:
               Income from continuing operations                    $  242.7 
             $   50.9  $   50.2
               Adjustments to reconcile income from continuing 
                 operations to net cash provided by continuing 
                 activities
                  Deduction in lieu of current Federal 
                         income tax                                       -   

                -        24.3
                  Deferred Federal income tax                          (57.9) 

               28.9        -
                  Depreciation, depletion and amortization              32.8  

               33.5      34.2
                  Net gain on disposals of businesses, investments
                     and property, plant and equipment                 (80.6) 

              (19.2)    (10.9) 
                  Changes in assets and liabilities, excluding 
                         effects of acquisitions and divestitures of 
                         businesses                                  
                            Increase in receivables                    (96.9) 

              (47.2)     (5.7)
                            (Increase) decrease in other assets          6.7  

                8.3     (33.5)
                            Increase (decrease) in accounts payable and
                              other liabilities                         12.7  

              (16.9)      (.4)
                            Increase in unpaid losses and loss 
                              adjustment expenses                       94.8  

               99.6      62.2
                            Increase (decrease) in policyholder 
                              dividends                                 30.4  

               11.7      (3.1)
                            Increase in unearned premiums              105.7  
<PAGE>


               68.6      19.0
                       Litigation settlement                            15.6  

                 -         -
                       Other, net                                       (1.9) 

                (.3)     (5.7)
                            Net cash flows of operating activities     304.1  

              217.9     130.6
             Cash flows of investing activities:
<PAGE>








                  Purchases of investments                            (735.5)
             (1,009.2) (1,014.3)
                  Sales and maturities of investments                  734.3  

              712.5     904.5
                  Net (increase) decrease in temporary investments    (139.8) 

              220.6     (87.3)
                  Acquisitions of businesses, net of cash acquired     (95.3) 

                 -       (2.3)
                  Capital expenditures                                 (17.5) 

              (14.6)    (19.7)
                  Sales of businesses                                   89.7  

                 -         -
                  Other, net                                            (1.4) 

                2.0      22.2
                            Net cash flows of investing activities    (165.5) 

              (88.7)   (196.9)
             Cash flows of financing activities:
                  Repayment of debt                                   (135.1) 

              (13.1)     (4.5)
                  Common Stock dividends                               (38.2) 

              (36.8)    (32.3)
                  Exercise of stock options and conversion of
                    Career Shares                                       24.0  

               12.6      11.6
                  Purchases of Company Common Stock                     (1.9) 

              (36.8)   (142.7)
                  Issuance of debt                                       1.8  

                3.1     151.8
                  Other, net                                            (1.3) 

                 .2      (1.0)
                       Net cash flows of financing activities         (150.7) 

              (70.8)    (17.1)
                  
             Net cash flows from continuing operations                 (12.1) 

               58.4     (83.4)
             Net cash (to) from discontinued operations                  8.3  

              (36.6)     68.1

             Increase (decrease) in cash                                (3.8) 
<PAGE>

               21.8     (15.3)
             Cash - beginning of year                                   36.2  

               14.4      29.7
             Cash - end of year                                     $   32.4 
             $   36.2  $   14.4
             </TABLE>
                        SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
             28<PAGE>

              AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED
             SUBSIDIARIES
                                NOTES TO FINANCIAL STATEMENTS
                                               
<PAGE>








             1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

             Effective March 25, 1994, the Company changed its corporate name
             from The Penn Central Corporation to American Premier
             Underwriters,
             Inc. in order to better reflect its new identity as a property
             and
             casualty insurance specialist.

             Principles of Consolidation
             All majority-owned subsidiaries are consolidated, with the
             exception
             of the Company's defense services operations sold in August, 1993
             and those businesses included in the 1992 Spin-off to the
             Company's
             shareholders of the Company's principal manufacturing operations
             which have been classified as discontinued operations. 
             Intercompany
             transactions and balances are eliminated.  Certain amounts in the
             consolidated financial statements for years prior to 1993 have
             been
             reclassified to conform to the current presentation. 

             Revenue Recognition
             Premiums are earned ratably over the terms of the insurance
             policies, net of reinsurance ceded.

             Income Taxes
             Effective January 1, 1992, the Company elected to adopt Statement
             of
             Financial Accounting Standards ("SFAS") No. 109, "Accounting for
             Income Taxes".  Prior years' financial statements have not been
             restated to apply the provisions of this pronouncement.  In
             periods
             prior to January 1, 1992, to the extent that no Federal income
             tax
             was payable because of the pre-reorganization net operating loss
             carryforward or tax losses attributable to disposition of pre-
             reorganization assets and liabilities, a deduction in lieu of
             current Federal income tax (which was not accruable or payable)
             was
             made from income and credited to capital surplus.  Due to the
             Company's adoption of SFAS No. 109, this presentation has been
             discontinued.  Refer to Note 7 for further explanation of the
             adoption of SFAS No. 109 and the cumulative effect of the
             accounting
             change.

             Investments
             During 1992, the Company revised its accounting policy for all
             investments in fixed maturity securities.  Such securities which
             will be held for indefinite periods of time are classified as
             available for sale and are stated at market value, with net
             unrealized gains or losses (net of deferred income taxes)
<PAGE>








             credited
             or charged to shareholders' equity.  Investments in fixed
             maturity
             securities which the Company has both the intent and the ability
             to
             hold to maturity are stated at cost, adjusted for amortization of
             discount or premium unless there is an impairment of value which
             is
             determined to be other than temporary, in which case they are
             carried at estimated net realizable value.  In certain limited
             circumstances, such as individual issuer credit deterioration, a
             major business combination or disposition or if required by
             insurance or other regulators, the Company may dispose of such
             investments prior to their scheduled maturities.  The Company is
             not
             aware of any such circumstances which would be likely to cause a
             material amount of fixed maturity securities currently classified
             as
             held for investment to be sold prior to maturity.  Short-term
             investments are carried at amortized cost which approximates
             market
             value.  The Company uses the "specific identification" method of
             determining the cost of investments sold.  For further
             information,
             see Notes 3 and 4.

             Property, Plant and Equipment
             Property, plant and equipment are stated at cost.  Depreciation
             is
             provided principally using the straight-line method over the
             expected useful lives of the assets.  Upon sale or retirement of
             significant assets, the cost and related accumulated depreciation
             are eliminated from the accounts, as applicable, and the
             resulting
             gain or loss is included in income.

             Cost in Excess of Net Assets Acquired
             The excess of the acquisition cost over the net assets of
             businesses
             acquired is being amortized using the straight-line method over
             periods not exceeding 40 years.  At December 31, 1993 and 1992,
             accumulated amortization of cost in excess of net assets acquired
             totaled $42.9 million and $37.5 million, respectively.

             Deferred Policy Acquisition Costs
             Deferred policy acquisition costs applicable to unearned premiums
             are computed on a basis which gives recognition to underwriting
             expenses (commissions, premium taxes and certain other
             underwriting
             costs), loss, loss adjustment expense and policyholder dividend
             ratios and the anticipated expenses necessary to maintain
             policies
             in force.  The deferred costs are limited to the difference
             between
<PAGE>








             unearned premiums and expected related losses, loss

             29<PAGE>
             adjustment expenses and policyholder dividends, with subsequent
             amortization to income occurring ratably over the terms of the
             related policies.  Limits on deferred costs are calculated
             separately for significant lines of business without any
             consideration for anticipated investment income.  

             Unpaid Losses and Loss Adjustment Expenses
             The net liabilities stated for unpaid losses and loss adjustment
             expenses are based on (a) the accumulation of case estimates for
             losses reported on the direct business written; (b) estimates
             received from ceding reinsurers and insurance pools and
             associations; (c) estimates of unreported losses based on past
             experience, and (d) estimates of expenses for investigating and
             adjusting claims based on experience.  These liabilities are
             subject
             to the impact of changes in claim amounts and frequency and other
             factors.  In spite of the variability inherent in such estimates,
             management believes that the recorded liabilities for unpaid
             losses
             and loss adjustment expenses are adequate.  Changes in estimates
             of
             the liabilities for unpaid losses and loss adjustment expenses
             are
             included in income in the period in which determined.

             Policyholder Dividends
             Dividends payable to policyholders represent management's
             estimate
             of amounts payable on participating policies which share in
             favorable underwriting results.  The estimate is accrued during
             the
             period in which the related premium is earned.  Changes in
             estimates
             are included in income in the period determined.  Policyholder
             dividends do not become legal liabilities unless and until
             declared
             by the boards of directors of the insurance companies.

             Unearned Premiums
             Unearned premiums represent that portion of premiums written
             which
             is applicable to the unexpired terms of policies in force,
             generally
             computed by the application of daily pro rata fractions.  On
             reinsurance assumed, unearned premiums are based on reports
             received
             from the ceding reinsurers and insurance pools and associations.

             Reinsurance
             Portions of the Company's policy coverages are reinsured under
             contracts with various reinsurers.  The more significant
<PAGE>








             contracts
             represent excess of loss treaties designed to limit the Company's
             potential liability on significant policy coverages.  Reinsurance
             contracts do not relieve the Company from its obligations to
             policyholders.  Effective January 1, 1993, the Company adopted
             SFAS
             No. 113, "Accounting and Reporting for Reinsurance of
             Short-Duration
             and Long-Duration Contracts".  This statement requires ceding
             insurers to (a) report separately as assets estimated reinsurance
             receivables arising from reinsurance contracts and amounts paid
             to
             reinsurers relating to the unexpired portions of such contracts
             and
             (b) include corresponding amounts in unpaid losses and loss
             adjustment expenses on a gross basis.  Prior to the adoption of
             SFAS
             No. 113, assets related to reinsurance activities were recorded
             as
             reductions to the liabilities stated for unpaid losses and loss
             adjustment expenses and unearned premiums.  Financial statements
             of
             prior periods have not been restated to reflect the provisions of
             this statement.
                  Income on reinsurance contracts is recognized based on
             reports
             received from ceding reinsurers and insurance pools and
             associations.

             Capital Surplus
             Adjustments to claims and contingencies arising from events or
             circumstances preceding the Company's 1978 reorganization are
             reflected in capital surplus if the adjustments are not clearly
             attributable to post-reorganization events or circumstances. 
             Such
             pre-reorganization claims and contingencies consist principally
             of
             personal injury claims by former employees of the Company's
             predecessor and claims relating to the generation, disposal or
             release into the environment of allegedly hazardous substances
             arising out of railroad operations disposed of prior to the 1978
             reorganization.  In periods prior to January 1, 1992, the
             deduction
             in lieu of current Federal income tax was credited to capital
             surplus.

             Fair Value of Financial Instruments
             Financial instruments are defined as cash, evidence of an
             ownership
             interest in an entity, or contracts relating to the receipt,
             delivery or exchange of financial instruments.  The estimated
             fair
             value amounts of the Company's financial instruments have been
             determined by the Company using available market information and
<PAGE>








             appropriate valuation methodologies.  However, considerable
             judgement is necessarily required in interpreting market data to
             develop the estimates of fair value.  Accordingly, the estimates
             presented herein are not necessarily indicative of the amounts
             that
             the Company could realize in current market transactions.

             30<PAGE>
             The use of different market assumptions and/or estimation
             methodologies may have a material effect on the estimated fair
             value
             amounts.  In addition, the fair value estimates presented herein
             are
             based on pertinent information available to management as of
             December 31, 1993.  Although management is not aware of any
             factors
             that would significantly affect the estimated fair value amounts,
             such amounts have not been comprehensively revalued for purposes
             of
             these financial statements since that date and, therefore,
             current
             estimates of fair value may differ significantly from the amounts
             presented herein.  The terms "fair value" and "market value" are
             used interchangeably in the financial statements and the notes
             thereto.  Unless otherwise denoted, stated values of financial
             instruments approximate fair value.

             New Accounting Pronouncements
             In May 1993, the Financial Accounting Standards Board ("FASB")
             issued SFAS No. 115, "Accounting for Certain Investments in Debt
             and
             Equity Securities", which the Company is required to adopt no
             later
             than 1994.  The Company's planned adoption of SFAS No. 115 during
             1994 is not expected to have a material effect on the Company's
             financial position or results of operations.
                  In November 1992, the FASB issued SFAS No. 112, "Employers'
             Accounting for Postemployment Benefits", which the Company is
             required to adopt no later than 1994.  An actuarial evaluation of
             the Company's postemployment benefits has been prepared.  Based
             on
             this evaluation, the Company's planned adoption of SFAS No. 112
             during 1994 is not expected to have a material effect on the
             Company's financial position or results of operations.

             2.   ACQUISITIONS AND DIVESTITURES

             On February 10, 1994, the Company announced that it is
             considering
             a proposal from American Financial Corporation ("AFC") for the
             purchase by the Company of the personal lines insurance
             businesses
             owned by Great American Insurance Company ("GAIC") for a proposed
             purchase price of approximately $380 million in cash.  GAIC's
<PAGE>








             personal lines insurance businesses principally provide standard
             private passenger automobile insurance and multiperil homeowners'
             insurance.  GAIC is a wholly-owned subsidiary of AFC.  Completion
             of
             a transaction would be subject to certain conditions, including
             approval by a special committee of the Company's directors which
             has
             been empowered to negotiate all aspects of the proposed
             acquisition,
             including the proposed purchase price, receipt by the Company of
             an
             appropriate fairness opinion from an independent investment
             banking
             firm, and any required regulatory approvals.  AFC beneficially
             owned
             40.5 percent of the Company's outstanding common shares at
             December
             31, 1993 and AFC's Chairman, Chief Executive Officer and
             principal
             shareholder is Chairman and Chief Executive Officer of the
             Company. 
             AFC's proposal would include the transfer by GAIC of an
             investment
             portfolio consisting principally of investment grade bonds with a
             market value of approximately $450 million.  GAIC's personal
             lines
             businesses reported net earned premiums of $342 million and $322
             million for 1993 and 1992, respectively.  GAIC estimates that on
             a
             stand-alone basis the personal lines businesses had pro forma
             accident year statutory combined ratios of 99.0 percent and 99.1
             percent for 1993 and 1992, respectively.  GAIC also estimates
             that
             the net book value of the businesses that would be transferred at
             closing would be approximately $200 million.
                  
             Leader National
             On May 20, 1993, the Company purchased Leader National Insurance
             Company ("Leader National") for $38 million in cash.  Leader
             National writes non-standard private passenger automobile
             insurance
             and, to a lesser extent, non-standard commercial automobile
             insurance.  The acquisition was accounted for as a purchase and
             the
             purchase price was allocated to the identifiable net assets of
             Leader National based upon an estimate of their fair values.  The
             purchase price was approximately equal to the fair value of the
             net
             assets acquired.  Leader National's assets, liabilities and
             results
             of operations are included with those of the Company's other
             private
             passenger automobile insurance companies as of the purchase date.
<PAGE>








             Sale of Non-insurance Businesses
             On November 9, 1993, the Company sold all of its 1,982,646 shares
             of
             the common stock of Tejas Gas Corporation ("Tejas") in an
             underwritten public offering for net proceeds of $106.6 million. 
             The Company's pre-tax gain from the sale was approximately $80.0
             million.
                       On August 25, 1993, the Company sold its defense
             services
             operations, excluding certain real estate being retained for sale
             by
             the Company, to Tracor, Inc. for $94 million in cash, subject to
             a
             post-closing working capital adjust
             31<PAGE>
             ment.  As a result of the sale, the Federal Systems segment has
             been
             classified as discontinued operations for all periods presented.
                       On May 25, 1993, the Company sold all of its 2,308,900
             limited
             partnership units of Buckeye Partners, L.P. ("Buckeye Units") in
             an
             underwritten public offering for net proceeds of $71.6 million,
             of
             which $10.7 million was related to Buckeye Units held in the
             insurance operations' investment portfolio and $60.9 million was
             attributable to Buckeye Units held in the Parent Company
             investment
             portfolio.  The Company's pre-tax gain from the sale was
             approximately $18.5 million.  Of this amount, $2.8 million is
             related to the insurance operations' investments and accordingly,
             is
             included in "net realized gains" from insurance investments.  The
             balance of $15.7 million, attributable to the Parent Company
             investments, is included in "net realized gains (losses)".
                       The intended divestitures of businesses announced in
             December
             1992 included five small diversified industrial companies, two of
             which were sold during 1993 for cash and notes aggregating $8
             million.  For 1993, the operations sold and to be sold had
             aggregate
             sales of $107.2 million and operated at break-even.  At December
             31,
             1993, the aggregate book value of the three businesses remaining
             to
             be sold was $36.1 million, net of a provision recorded in 1993 to
             adjust such book value to net realizable value.
                       In December 1992, the Company sold G&H Technology, Inc.
             for a
             note of approximately $11.0 million.

             Spin-off of Principal Manufacturing Operations
             On July 1, 1992, substantially all of the stock of the Company's
             subsidiary, General Cable Corporation ("General Cable"), which
<PAGE>








             had
             been formed to own the Company's wire and cable, materials
             handling
             machinery and equipment and marine equipment manufacturing
             businesses (the "General Cable Businesses"), was spun off to the
             Company's shareholders (the "Spin-off").  As a result of the
             Spin-
             off, the General Cable Businesses have been classified as
             discontinued operations for all periods presented.
                       As part of the Spin-off, the Company retained a $255
             million
             9.98 percent subordinated note due 2007 issued by General Cable
             (the
             "General Cable Note"), and also retained approximately 11.6
             percent
             of the General Cable shares ("Retained Shares") for satisfaction
             of
             General Cable options granted by the Company to holders of
             Company
             stock options and Career Shares and for distribution from time to
             time under the Company's 1978 Plan of Reorganization.  At
             December
             31, 1993, AFC owned 44.6 percent of the outstanding shares of
             General Cable, excluding the Company's Retained Shares.  Interest
             due prior to 1998 on the General Cable Note may be paid with
             additional notes ("Interest Notes") in lieu of cash if certain
             earnings levels are not achieved by General Cable.  Specifically,
             if
             General Cable's consolidated net income for the twelve-month
             period
             ending on June 30 or December 31, as the case may be, immediately
             preceding any interest payment date is less than $5.0 million,
             General Cable may elect to pay up to 50 percent of such interest
             with additional notes.  If General Cable has a consolidated net
             loss
             exceeding $2.5 million for such twelve-month period, it may elect
             to
             pay up to 100 percent of such interest with additional notes. 
             During 1993, General Cable paid 100 percent, or $31.8 million, of
             the interest due on the General Cable Note with Interest Notes in
             lieu of cash.
                       On February 14, 1994, General Cable delivered to the
             Company
             cash and promissory notes issued by a subsidiary of Rowan
             Companies,
             Inc. ("Rowan") totalling $52.1 million as a partial payment of
             the
             General Cable notes.  The cash portion of the payment was $10.4
             million.  The Rowan notes, which are guaranteed by Rowan, have a
             face value of $41.7 million, an interest rate of 7 percent and
             are
             due in 1999.  Quarterly interest payments are payable in cash
             beginning March 31, 1994.  The cash and Rowan notes resulted from
             the sale by General Cable of its Marathon LeTourneau unit to
<PAGE>








             Rowan. 
             As a result of these receipts, the Company credited General Cable
             with $48.1 million of principal and interest payments on the
             General
             Cable notes which resulted in the payment in full of the $31.8
             million of Interest Notes and reduced the principal amount of the
             General Cable Note to $241.4 million from $255.0 million at
             December
             31, 1993.
                       Under the terms of General Cable's revolving credit and
             letter
             of credit facility with certain commercial banks, General Cable
             is
             required to exercise its option, if available, to pay interest on
             the General Cable Note with Interest Notes in lieu of cash.  In
             view
             of General Cable's consolidated net losses of $57.6 million for
             the
             twelve months ended December 31,1993, the Company expects that
             General Cable will pay approximately $12.0 million of interest
             due
             on

             32<PAGE>
             March 31, 1994 with an Interest Note.  One-third of the principal
             amount of each Interest Note, plus accrued interest, is due and
             payable on each of the fourth, fifth and sixth anniversary dates
             of
             its issuance.
                       The principal of the General Cable Note is scheduled to
             be
             repaid as follows: $12.75 million on September 30, 1998 and
             September 30, 1999; $25.5 million on September 30 in each of the
             years 2000 through 2006; and the remaining unpaid balance on
             September 30, 2007.  Management has been unable to obtain
             sufficient
             objective information required to reliably estimate the fair
             value
             of the General Cable Note and the Interest Notes (collectively
             the
             "Notes") at December 31, 1993.  In particular, General Cable does
             not have any outstanding publicly traded debt instruments, nor
             does
             General Cable have a public debt rating.  In addition, the cash
             flow
             required by the provisions of the General Cable Note can not be
             accurately projected, and there are no readily available
             comparable
             instruments actively trading in the public debt markets. 
             Accordingly, management concluded that determination of the
             estimated fair value of the Notes is impracticable at December
             31,
             1993.
                       The Company's management has evaluated the
<PAGE>








             recoverability of
             the Notes  held at December 31, 1993 and does not believe, based
             on
             available evidence, that it is probable that the Notes are
             impaired. 
             In arriving at this conclusion, the Company considered, among
             other
             things, the following data as reported by General Cable at
             December
             31, 1993: its debt to capital ratio; its cash and net working
             capital position and its cash flow and liquidity since the date
             of
             the Spin-off; its property, plant and equipment, net of
             accumulated
             depreciation; its tangible net assets, before deducting the
             amount
             of the Notes and its operating results.  
                       Under the terms of an intercompany agreement between
             the
             Company and General Cable, the net advances from the Company to
             the
             General Cable Businesses between January 1, 1992 and the date of
             the
             Spin-off, aggregating $36.9 million, were converted into a short-
             term note ("Short-Term Note"), payable to the Company in full on
             or
             before June 30, 1993, including interest.  In July 1993, General
             Cable entered into a three-year $65 million revolving credit and
             letter of credit facility with certain commercial banks which
             enabled General Cable to repay in full to the Company the
             Short-Term
             Note and accrued interest thereon in the amount of $39.2 million
             on
             July 2, 1993.
                       The principal pro forma effect on the Company's 1992
             pre-tax
             income from continuing operations, assuming the Spin-off had
             occurred on January 1, 1991, is the inclusion of interest income
             attributable to the General Cable Note and Short-Term Note for
             the
             six months ended June 30, 1992.  Assuming a prime rate of 6
             percent
             per annum for the Short-Term Note, such income would have added
             $13.8 million, or $.18 per share, for 1992 and $27.7 million, or
             $.40 per share, for 1991.

             Discontinued Operations

                  Discontinued operations includes the following:
             <TABLE>
             <CAPTION>
             Years Ended December 31,                  1993      1992      
             1991  
                  <S>                                <C>       <C>       <C>
<PAGE>








                  Revenues:
                       Federal Systems               $274.8    $414.0    $ 
             419.7
                       General Cable Businesses          -      469.3    
             1,024.5
                                                     $274.8    $883.3   
             $1,444.2

                  Pre-tax Income (Loss):
                       Federal Systems               $  4.8    $ 18.9    $  
             19.7
                       General Cable Businesses          -      (19.5)     
             (91.2)
                                                     $  4.8    $  (.6)   $ 
             (71.5)
                  
                  Income (Loss) from
                    Discontinued Operations:
                       Federal Systems               $(10.7)   $ 11.2    $  
             13.2
                       General Cable Businesses          -       (9.5)     
             (60.8)
                                                     $(10.7)   $  1.7    $ 
             (47.6)

                  Income (Loss) Per Share from 
                    Discontinued Operations:
                       Federal Systems               $ (.22)   $  .24    $   
             .27
                       General Cable Businesses          -       (.20)     
             (1.25)
                                                     $ (.22)   $  .04    $  
             (.98)
             </TABLE>
                       The loss from discontinued operations in 1993 includes
             a loss
             on disposal of the former Federal Systems segment of $13.5
             million,
             or $.28 per share, primarily attributable to a reduction of
             deferred
             tax assets.  For 1992, results of the General Cable Businesses
             were
             for the six months ended June 30, 1992, up to the Spin-off date.
             The
             loss from discontinued operations in 1991 includes provisions for
             restructuring and consolidation of facilities and the write-down
             of
             goodwill within the wire and cable operations of the General
             Cable
             Businesses totaling $57.7 million, or $1.18 per share.
             33<PAGE>

             3.   INSURANCE OPERATIONS
<PAGE>








             Investments of Insurance Operations
             Amortized cost, gross unrealized gains and losses and market
             values
             of the insurance operations' investments in fixed maturity
             securities at December 31, 1993 and 1992 are presented in the
             tables
             below.
                       Included at December 31, 1993 are unrated or less than
             investment grade corporate securities with a carrying value of
             $117.9 million (market value $122.4 million).  Investments of
             insurance operations also include a net receivable for securities
             sold but not settled of $.1 million at December 31, 1993 and a
             net
             payable for securities purchased but not settled of $3.8 million
             at
             December 31, 1992.
             <TABLE>
             <CAPTION>
                                                       Gross          Gross  
                                           Amortized Unrealized     Unrealized

                 Market
                 December 31, 1993           Cost      Gains          Losses  

                  Value 
                                                     (In Millions)
             <S>                           <C>       <C>            <C>       

                <C>
             Held for investment
               Corporate securities        $  826.7  $  50.8        $  2.6    

                $  874.9
               Public utilities               192.1      7.5            .5    

                   199.1
               Mortgage-backed securities      85.9      3.6            -     

                    89.5
               State and local obligations      8.3      1.2            -     

                     9.5
                 Total held for investment  1,113.0     63.1           3.1    

                 1,173.0

             Available for sale
               Corporate securities           267.2     17.4           1.8    

                   282.8
               Public utilities                22.1      1.1            .2    

                    23.0
               Mortgage-backed securities      62.1      4.2            .1    

                    66.2
<PAGE>

               U.S. government securities      51.5      3.3            -     

                    54.8
               State and local obligations      5.7       .2            -     

                     5.9
                 Total available for sale     408.6     26.2           2.1    

                   432.7
                  
                 Total fixed maturity
                   securities              $1,521.6  $  89.3        $  5.2    
<PAGE>








                $1,605.7



                                                        Gross          Gross  
                                           Amortized Unrealized     Unrealized

                 Market
                 December 31, 1992           Cost      Gains          Losses  

                  Value 
                                                           (In Millions)
             Held for investment
               Corporate securities        $  635.8  $  22.7        $  3.0    

                $  655.5 
               Public utilities               184.3      5.4            .2    

                   189.5
               Mortgage-backed securities      95.0      1.6            .6    

                    96.0 
               State and local obligations      9.1      1.1            -     

                    10.2
                 Total held for investment    924.2     30.8           3.8    

                   951.2

             Available for sale
               Corporate securities           192.0      9.2            .4    

                   200.8 
               Public utilities                16.9       .6            -     

                    17.5
               Mortgage-backed securities      60.9      3.4            -     

                    64.3 
               U.S. government securities      44.1      2.9            -     

                    47.0
                 Total available for sale     313.9     16.1            .4    

                   329.6

                 Total fixed maturity
                   securities              $1,238.1  $  46.9        $  4.2    

                $1,280.8
             </TABLE>
             34<PAGE>
                       The amortized cost and market value of the insurance
             operations' investments in fixed maturity securities at December
             31,
             1993 are shown below by contractual maturity.  Expected
<PAGE>

             maturities
             may differ from contractual maturities because certain borrowers
             have the right to call or prepay obligations.
             <TABLE>
             <CAPTION>         
                                                         (In Millions)
                                                       Amortized  Market
                                                         Cost      Value 
             <S>                                     <C>       <C>
             Due in one year or less                 $   14.4  $   14.7
             Due after one year through five years      224.6     239.2
<PAGE>








             Due after five years through ten years     884.5     930.3
             Due after ten years                        250.1     265.8
                                                      1,373.6   1,450.0
             Mortgage-backed securities                 148.0     155.7
               Total                                 $1,521.6  $1,605.7
             </TABLE>
                       At December 31, 1993 and 1992, short-term investments
             principally consisted of U.S. Treasury securities and commercial
             paper.

             Investment Income of Insurance Operations
                  Investment income consists of the following:
             <TABLE>
             <CAPTION>
                                                   (In Millions)
             Years Ended December 31,       1993      1992      1991 
             <S>                           <C>       <C>       <C>
             Income from fixed maturity 
               securities                  $117.4    $105.6    $ 97.8         
             Income from equity securities     .5       2.1       2.3         
             Gross investment income        117.9     107.7     100.1    
             Investment expenses             (3.2)     (2.7)     (2.2)   
             Net investment income         $114.7    $105.0    $ 97.9    

             Realized gains (losses) consist of the following:
                  
                                                   (In Millions)
             Years Ended December 31,       1993      1992      1991 
             Gross realized gains on:
                Fixed maturity securities  $ 15.6    $ 23.3    $ 22.5
                Equity securities             2.8       1.5       8.6

             Gross realized losses on:
                Fixed maturity securities     (.9)     (1.2)     (2.3)
                Equity securities              -         -       (2.3)
             Net realized gains (losses)   $ 17.5    $ 23.6    $ 26.5
             </TABLE>
                       Income from fixed maturity securities includes income
             from
             short-term investments.  Proceeds from sales of investments in
             fixed
             maturity securities during 1993, 1992 and 1991, excluding
             proceeds
             from sales at or near maturity, totaled $155.9 million, $409.4
             million and $564.3 million, respectively.

             Restrictions on Transfers of Funds and Assets
             The Company's insurance operations are subject to state
             regulations
             which limit, by reference to specified measures of statutory
             operating results and policyholders' surplus, the dividends that
             can
             be paid to the Company without prior regulatory approval.  Under
             these restrictions, the maximum amount of dividends which can be
<PAGE>








             paid to the Company during 1994 by these subsidiaries is $96.5
             million.  At December 31, 1993 and 1992, statutory capital and
             surplus totaled $567.3 million and $453.6 million, respectively.

             Reinsurance
             The insurance operations assume and cede a portion of their
             written
             business with other insurance companies in the normal course of
             business.  To the extent that any reinsuring companies are unable
             to
             meet their obligations under agreements covering reinsurance
             ceded,
             the Company's insurance subsidiaries would remain liable. 
             Amounts
             deducted from insurance losses and loss adjustment expenses and
             net
             written and earned premiums in connection with reinsurance ceded
             to
             affiliates and non-affiliated companies, as well as amounts
             included
             in net written and earned premiums for reinsurance assumed from
             affiliates and non-affiliated companies, were as follows:
             <TABLE>
             <CAPTION>
                                                     (In Millions)
             December 31,                         1993          1992
             <S>                                <C>            <C>
             Reinsurance ceded:
                Reserves for unpaid loss and
                  loss adjustment expenses
                   Affiliates                   $ 14.0         $18.9
                   Non-affiliates                 29.1          25.5
             </TABLE>
             <TABLE><CAPTION>
             35<PAGE>
                                                      (In Millions)
             Years Ended December 31,            1993      1992      1991
             <S>                                <C>       <C>       <C>
             Reinsurance ceded:
                Premiums written
                   Non-affiliates               $ 9.3     $ 5.9     $ 2.1

                Premiums earned
                   Non-affiliates                 8.9       6.4       6.1

                Incurred losses and loss adjustment
                 expenses
                   Affiliates                    (2.5)     (8.8)    (12.6)
                   Non-affiliates                 3.8       4.4       4.8

             Reinsurance assumed:
                Premiums written
                   Affiliates                   101.2      56.0      62.8
                   Non-affiliates                74.4      46.1      17.9
<PAGE>








                Premiums earned
                  Affiliates                     78.2      56.1      62.8
                  Non-affiliates                 60.1      36.4      15.5
             </TABLE>

                       The allowance for uncollectible reinsurance was $1.9
             million
             and $1.5 million, respectively, at December 31, 1993 and 1992.

             Other
             Statutory net income for 1993, 1992 and 1991 was $93.0 million,
             $81.6 million and $75.1 million, respectively.  Deferred policy
             acquisition costs amortized to income were $243.8 million, $195.9
             million and $121.2 million for 1993, 1992 and 1991, respectively.

             Additionally during 1991, insurance in-force of approximately
             $11.0
             million was amortized to expense.
                       At December 31, 1993 and 1992, reserves for
             uncollectible
             premium receivable were $5.6 million and $3.5 million,
             respectively.
                       Substantially all of the policies written in the
             workers'
             compensation insurance operations during 1993, 1992 and 1991 were
             eligible for policyholder dividend consideration.

             4.   PARENT COMPANY INVESTMENTS

             Amortized cost, gross unrealized gains and losses and market
             values
             of the Parent Company investments in fixed maturity securities
             held
             for investment, other than the General Cable Notes, at December
             31,
             1993 and 1992 are presented in the tables below.
                At December 31, 1993 the carrying value of unrated or less
             than
             investment grade corporate securities, other than the General
             Cable
             Notes, totaled $19.9 million of which $5.4 million had readily
             available market values equal to their carrying values.
             <TABLE>
             <CAPTION>
                                                       Gross          Gross   

                                           Amortized Unrealized     Unrealized

                 Market
                 December 31, 1993           Cost      Gains          Losses  

                 Value  
                                                          (In Millions)
             <S>                           <C>       <C>            <C>       

                <C>
<PAGE>

             Corporate securities          $  175.1  $   3.1        $    .3   
<PAGE>








                $ 177.9
             Public utilities                  31.6       -              -    

                   31.6
             U.S. government securities        26.5       -              -    

                   26.5
             Mortgage-backed securities         1.2       -              -    

                    1.2
             Other debt securities             14.5       -              -    

                   14.5

                 Total fixed maturity
                  securities               $  248.9  $   3.1        $    .3   

                $ 251.7

                                                       Gross          Gross   

                                           Amortized Unrealized     Unrealized

                 Market
                 December 31, 1992           Cost      Gains          Losses  

                 Value  
                                                          (In Millions)
             Corporate securities          $  149.0  $   1.5        $    .2   

                $ 150.3
             U.S. government securities        86.4       .6             -    

                   87.0
             Mortgage-backed securities         3.1       -              -    

                    3.1
             Other debt securities             12.3       -              -    

                   12.3

                 Total fixed maturity
                  securities               $  250.8  $   2.1        $    .2   

                $ 252.7
             </TABLE>
             36<PAGE>

                       Proceeds from sales of Parent Company investments
             during 1992
             and 1991, excluding proceeds from sales at or near maturity
             totaled
             $5.3 million and $29.3 million, respectively.  No gains or losses
             were realized on such securities in 1992.  Gross realized gains
             and
             gross realized losses included in interest and dividend income
<PAGE>

             from
             such sales of investments in 1991 totaled $.2 million and $4.5
             million, respectively.
                       Amortized cost and market value of Parent Company
             investments
             in fixed maturity securities, other than the General Cable Notes,
             at
             December 31, 1993 are shown below by contractual maturity. 
             Expected
             maturities may differ from contractual maturities because certain
<PAGE>








             borrowers have the right to call or prepay obligations.
             <TABLE>
             <CAPTION>
                                                       (In Millions)
                                                     Amortized Market
                                                       Cost     Value 
             <S>                                     <C>       <C>
             Due in one year or less                 $  35.6   $  35.8
             Due after one year through five years     145.3     145.2
             Due after five years through ten years     59.6      62.2
             Due after ten years                         7.2       7.3
                                                       247.7     250.5
             Mortgage-backed securities                  1.2       1.2
               Total                                 $ 248.9   $ 251.7
             </TABLE>
                       At December 31, 1993 and 1992, short-term investments
             principally consisted of U.S. Treasury securities and commercial
             paper.

              5.       PROPERTY, PLANT AND EQUIPMENT

                  Property, plant and equipment consist of the following:
             <TABLE><CAPTION>
                                                             (In Millions)
             December 31,                                   1993      1992
             <S>                                          <C>       <C>
             Land                                         $ 14.6    $ 14.8
             Buildings and leasehold improvements           20.1      19.8
             Machinery, equipment and office furnishings   132.8     124.5
             Oil and gas properties                         34.3      33.7
             Construction in progress                        1.2        .7
                                                           203.0     193.5
             Less - Accumulated depreciation               107.8      95.9
               Total                                      $ 95.2    $ 97.6
             </TABLE>
              6.       DEBT

                  Debt consists of the following:
             <TABLE><CAPTION>
                                                                    (In
             Millions)
                                                       1993                   

             1992                                                      
                                                         Estimated            

               Estimated
                                                Carrying    Fair        
             Carrying    Fair
             December 31,                        Amount     Value        
             Amount     Value 
             <S>                                  <C>       <C>          <C>  

                <C>
             Subordinated notes, 10 7/8%, due 2011
               (net of unamortized debt issue costs
<PAGE>

               of $1.1 and $1.2, respectively)    $148.9    $189.0      
<PAGE>








             $148.8    $155.7
             Subordinated notes, 10 5/8%, due 2000
               (net of unamortized debt issue costs
               of $1.0 and $1.2, respectively)     149.0     175.5       
             148.8     156.7
             Subordinated notes, 9 3/4%, due 1999
               (net of unamortized debt issue costs
               of $.8 and $.9, respectively)       199.2     226.0       
             199.1     200.0
             Subordinated debentures, 11%, due 1997  -          -        
             133.3     133.3
             Subordinated debentures, 9 1/2%, 
               due 2002                             16.2      16.2        
             16.2      16.2
             Other                                   9.9       9.9         
             9.9       9.9
               Total                              $523.2    $616.6      
             $656.1    $671.8   
             </TABLE>
             37<PAGE>

                       On July 30, 1993, the  Company redeemed all $133.3
             million
             principal amount of its outstanding 11 percent subordinated
             debentures due December 15, 1997 at the redemption price of 100
             percent of the principal amount of each debenture plus accrued
             and
             unpaid interest to the redemption date.
                               During May 1991, the Company publicly issued
             $150.0 million
             principal amount of 10 7/8 percent subordinated notes due May 1,
             2011, and during April 1990, the Company publicly issued $150.0
             million principal amount of 10 5/8 percent subordinated notes due
             April 15, 2000.  
                       Certain loan agreements contain several covenants and
             restrictions, none of which significantly impacted the Company's
             operations at December 31, 1993.  The 10 7/8, 10 5/8 and 9 3/4
             percent notes and the 9 1/2 percent debentures are subordinated
             in
             right of payment to all debt of the Company outstanding at any
             time,
             except for debt which is by its terms not superior to the notes
             and
             debentures.
                       On February 16, 1994, the Company called for redemption
             on March 25,
             1994 all of the outstanding $16.2 million principal amount of its
             9
             1/2 percent subordinated debentures, plus accrued interest.

                       Annual maturities of debt outstanding at December 31,
             1993,
             are as follows:
<PAGE>








                                           (In Millions)  
                       1994                          $  3.0
                       1995                              .3
                       1996                              .1
                       1997                              .1
                       1998                              .1
                       After 1998                     519.6                   

                 
                             

                       At December 31, 1993, the Company had unutilized letter
             of
             credit facilities totaling $56.9 million which, if drawn, will
             bear
             interest at rates which approximate the prime rates offered by
             various banks. 
                       Estimated fair values for debt issues that are not
             quoted on an
             exchange were calculated using interest rates that are currently
             available to the Company for issuance of debt with similar terms
             and
             remaining maturities.

              7.  INCOME TAXES

             The Company has reported as of the beginning of its 1993 tax
             year,
             an aggregate consolidated net operating loss carryforward for
             Federal income tax purposes of $825 million and an aggregate
             capital
             loss carryforward of $384 million.  The 1993 consolidated Federal
             income tax return will report a remaining net operating loss
             carryforward currently estimated at $610 million, which will
             expire
             at the end of 1996 unless previously utilized, and a remaining
             capital loss carryforward estimated at $262 million which will
             expire at the end of 1997, unless previously utilized.  Also, as
             of
             December 31, 1993, the Company has investment tax credit
             carryforwards totaling approximately $9.6 million (which will
             expire
             in various amounts between 1994 and 2000 unless previously used),
             and alternative minimum tax credit ("AMT") carryforwards of
             approximately $13.6 million.
                       During 1992, the Company elected to adopt SFAS No. 109,
             effective January 1, 1992, without restating prior years'
             financial
             statements.  SFAS No. 109 changes the methods of accounting for
             income taxes and the criteria for recognition of deferred tax
             assets.  More specifically, a deferred tax asset is recognized
             for
             those carryforwards and temporary differences which will provide
             future tax benefits.  A deferred tax liability is recognized for
             temporary differences which will result in taxable amounts in
<PAGE>








             future
             years.  The cumulative effect resulting from adopting SFAS No.
             109
             as of January 1, 1992 was income of $252.8 million, or $5.36 per
             share for continuing operations.  As a result of adopting SFAS
             No.
             109, common shareholders' equity increased $300.8 million, or
             $6.38
             per share, which amount includes $48.0 million, or $1.02 per
             share,
             attributable to the tax effect of the pre-reorganization net
             operating loss carryforward, as well as the cumulative effect of
             accounting change.
                       The Company has calculated its provision for income
             taxes for
             1993 and 1992 in accordance with SFAS No. 109.  For periods prior
             to
             1992, to the extent that no Federal income tax was payable
             because
             of the pre-reorganization net operating loss carryforward or tax
             losses attributable to disposition of pre-reorganization assets
             and
             liabilities, a deduction in lieu of current Federal income tax
             was
             deducted from income and credited to capital  surplus.

                       Components of the 1993 and 1992 provisions for income
             tax
             benefit (expense) were as follows:
             38<PAGE>

             <TABLE><CAPTION>
                                                                 (In Millions)
                  Years Ended December 31,                      1993      
             1992
                  <S>                                          <C>       <C>
                  Current
                    Federal                                    $(4.4)    $
             (2.8)
                    Foreign, state & local                       (.9)     
             (1.5)
                      Total current                             (5.3)     
             (4.3)
                  Deferred
                    Federal                                     59.4     
             (28.9)
                    Foreign, state & local                      (1.5)        -

                      Total deferred                            57.9     
             (28.9)
                      Total                                    $52.6    
             $(33.2)
             </TABLE>
<PAGE>








                       The provision for income taxes for 1991 consists
             primarily of
             the deduction in lieu of current Federal income tax.
                       Consolidated income tax expense differs from the amount
             computed using the United States statutory income tax rate for
             the
             reasons set forth in the following table:
             <TABLE>
             <CAPTION>
                                                                 (In Millions)
                  Years Ended December 31,                       1993     
             1992
                  <S>                                          <C>       <C>
                  Income before income taxes                   $190.1    $
             84.1

                  Expected tax at U.S. statutory     
                    income tax rate                            $(66.5)  
             $(28.6)
                  Amortization of goodwill                       (3.8)    
             (3.5)
                  Revision to valuation allowance               132.0        -
                  Loss disallowance                              (6.9)       -

                
                  Other, net                                     (2.2)    
             (1.1)
                  Consolidated income tax                      $ 52.6   
             $(33.2)
             </TABLE>

                       The Company's substantial tax loss carryforwards and
             temporary
             differences give rise to deferred tax assets.  Based on an
             analysis
             of the likelihood of realizing the Company's gross deferred tax
             asset (taking into consideration applicable statutory
             carryforward
             periods), the Company determined that the recognition criteria
             set
             forth in SFAS No. 109 are not met for the entire gross deferred
             tax
             asset and, accordingly, the gross deferred tax asset is reduced
             by
             a valuation allowance.  The analysis of the likelihood of
             realizing
             the gross deferred tax asset is reviewed and updated
             periodically. 
             Any required adjustments to the valuation allowance are made in
             the
             period in which the developments on which they are based become
             known.  Results for 1993 include tax benefits of $132 million
             attributable to such adjustments.  Approximately $30 million of
             the
             adjustments is attributable to three transactions occurring
<PAGE>








             during
             the second quarter of 1993, specifically (a) the sale of the
             Buckeye
             Units, (b) the call for redemption of the 11 percent subordinated
             debentures and (c) the acquisition of Leader National. 
             Approximately $33 million is attributable to the sale of the
             Company's Tejas shares.  The balance is principally due to the
             effect on the estimated future taxable income during the
             Company's
             loss carryforward period of better 1993 operating results than
             previously estimated as well as the effect of the increase in the
             statutory income tax rate.

                       Carryforwards and temporary differences which give rise
             to the
             deferred tax asset are as follows:
             <TABLE>
             <CAPTION>
                                                             (In Millions)
                                                     Amount of Deferred Tax
             Assets
                                                          at Current Tax Rates
                                                               December 31,   

               
                                                           1993      1992
                  <S>                                     <C>       <C>
                  Net operating loss carryforward         $213.5    $278.4
                  Capital loss carryforwards                93.3      80.6
                  Insurance claims and reserves            114.0      78.8
                  Other, net                                70.2      81.9
                  Gross deferred tax asset                 491.0     519.7 
                  Valuation allowance                     (195.2)   (274.3)
                  Net deferred tax asset                  $295.8    $245.4
             </TABLE>

              8.  PENSION PLANS AND OTHER RETIREMENT BENEFITS

             The Company provides retirement benefits, primarily through
             contributory and noncontributory defined contribution plans, for
             the
             majority of its regular full-time employees except those covered
             by
             certain labor contracts.  Company contributions under the defined
             contribution plans sponsored by the Company approximate, on
             average,
             five percent of each eligible employee's covered compensation. 
             In
             addition, the Company sponsors employee savings plans under which
             the Company matches a specified portion of contributions made by
             eligible employees.
                       Expense related to defined contribution plans for 1993,
             1992
             and 1991 totaled $5.5 million, $6.0 million and $4.9 million,
             respectively.  The Company also provides defined benefit pension
<PAGE>








             plan retirement benefits for certain employees.  The related
             amounts
             included in the accompanying financial statements are not
             material
             to the Company's financial condition.
             39<PAGE>

             9.  EMPLOYEE STOCK OPTION AND PURCHASE PLANS

             Under the Company's Stock Option Plan, options to purchase shares
             of
             Common Stock may be granted to officers and other key employees,
             and
             to non-employee directors of the Company.  The exercise price may
             not be less than the fair market value of the Common Stock at the
             date of the grant.  The options granted to officers and key
             employees generally become exercisable to the extent of 20
             percent
             of the shares covered each year, beginning one year from the date
             of
             grant, and expire ten years from the date of grant.  The options
             granted to non-employee directors of the Company generally become
             fully exercisable upon grant and expire approximately ten years
             from
             the date of grant.
                       Under the now terminated Career Share Purchase Plan
             (the
             "Career Share Plan"), officers and other key employees of the
             Company purchased shares of the Company's Preference Stock
             (designated Career Shares).  Outstanding Career Shares are
             convertible, at the holder's option, into a specified number of
             shares of Common Stock determined by reference to the fair market
             value (as defined) of a share of Common Stock as of the date the
             Career Shares were offered for purchase.  
                       Career Shares are generally not entitled to vote; are
             entitled
             to cumulative annual cash dividends per share (if declared by the
             Board of Directors) equal to 9.3 percent of their purchase price
             per
             share; are superior to the rights of holders of shares of Common
             Stock with respect to dividends; and have no preference to the
             rights of holders of shares of Common Stock in the event of
             liquidation.  Under certain conditions, holders of Career Shares
             issued under the Career Share Plan are entitled to sell to the
             Company any or all of their shares and the Company is entitled to
             repurchase all outstanding Career Shares.
                       The number of common shares available with respect to
             the
             Company's Stock Option and Career Share Plans and activity under
             these Plans are as follows:
             <TABLE>
             <CAPTION>
                                             Common Stock Equivalents
                                                Available                  
<PAGE>








             Exercise or
                                                  Under                    
             Conversion
                                                  Plans   Outstanding   
             Prices Per Share
             <S>                               <C>       <C>             <C>
             Balance at December 31, 1992       531,709   4,967,802     
             $15.80 - $25.12
             Activity during 1993:
               Additional authorization       2,000,000
               Stock options granted           (441,000)    441,000    
               Stock options exercised                   (1,072,397)    
             $15.80 - $25.12
               Stock options terminated           7,964      (7,964)          

                     
             Balance at December 31, 1993     2,098,673   4,328,441     
             $15.80 - $31.38
             Exercisable or convertible (vested)
               at December 31, 1993                       2,918,116     
             $15.80 - $31.38
             </TABLE>

                       The Company's Employee Stock Purchase Plan ("ESPP")
             provides
             eligible employees with the opportunity to purchase from the
             Company, through regular payroll deductions, shares of the
             Company's
             Common Stock at 85 percent of its fair market value on the
             purchase
             date.  A maximum of 3,000,000 common shares can be purchased
             under
             the ESPP, and through December 31, 1993, employees had purchased
             265,420 shares.

             10.  CAPITAL STOCK

             The Company is authorized to issue 22,699,464 shares of
             Preference
             Stock, without par value, in one or more series.  At December 31,
             1993 and 1992 there were 212,698 shares of Preference Stock
             outstanding, all of which are designated Career Shares. 
                  The Company is authorized to issue 200,000,000 shares of
             Common Stock.  At December 31, 1993, there were 47,446,094 shares
             of
             Common Stock outstanding or issuable, including 1,377,932 shares
             set
             aside for issuance to certain pre-reorganization creditors and
             other
             claimants.  Holders of Common Stock have
             one vote per share.
                       During 1993, the Company purchased 45,522 shares of its
             Common
             Stock for $1.3 million paid or to be paid in cash.  During 1992,
             the
<PAGE>








             Company purchased 1,471,002 shares of its Common Stock for $30.2
             million paid or to be paid in cash.
             40<PAGE>
                       During 1991, the Company purchased 6,188,150 shares of
             its
             Common Stock for $149.9 million, including approximately
             5,071,000
             shares for approximately $121.7 million pursuant to the Company's
             January 4, 1991 offer to purchase shares for $24.00 per share. 
             AFC,
             which beneficially owned approximately 42 percent of the
             Company's
             outstanding common shares before the purchase, did not tender any
             of
             its shares pursuant to the offer.
                       At December 31, 1993, the Company had reserved
             6,427,114
             shares of Common Stock for issuance in connection with the
             Company's
             Stock Option Plan and Career Share Plan.  If all stock options
             outstanding at December 31, 1993 were exercised (whether or not
             then
             exercisable) and all Career Shares outstanding at December 31,
             1993
             were converted, the total number of shares of Common Stock
             outstanding or issuable at December 31, 1993 would increase from
             47,446,094 to 51,774,535.

             11.       CONTINGENCIES

             Claims are pending against the Company for reimbursement of
             clean-up
             costs under the Comprehensive Environmental Response,
             Compensation
             and Liability Act ("CERCLA") for alleged contamination caused by
             release of polychlorinated biphenyls at the Paoli, Pennsylvania
             railyard ("Paoli Yard") formerly owned by the Company's railroad
             predecessor, Penn Central Transportation Company ("PCTC").  A
             Record
             of Decision was issued by the U.S. Environmental Protection
             Agency
             on July 21, 1992 presenting a final selected remedial action for
             the
             Paoli Yard in accordance with CERCLA having an estimated cost of
             approximately $28.3 million.  In March 1992, the Company filed a
             lawsuit seeking to enjoin the U.S. Government, Consolidated Rail
             Corporation ("Conrail") and other parties from prosecuting claims
             against the Company for such clean-up costs on the grounds that
             the
             Paoli Yard environmental claims are barred by: (1) the terms by
             which the Paoli Yard was transferred by PCTC to Conrail "as is"
             in
             1976 pursuant to the Regional Rail Reorganization Act of 1973
             (the
<PAGE>








             "Rail Act"); (2) the 1980 settlement of the Valuation Case
             proceedings to determine compensation to be paid by the U.S.
             Government for the railroad properties transferred by PCTC
             pursuant
             to the Rail Act; and (3) the U.S. Constitution.  In addition, the
             Company believes that it has other substantial defenses to claims
             for clean-up costs at the Paoli Yard, including its position that
             other parties are responsible for substantial percentages of such
             clean-up costs, and the Company intends to make claims against
             certain insurance carriers for reimbursement of any clean-up
             costs
             that the Company may incur.  The Company has not established any
             accrual for potential liability for clean-up costs at the Paoli
             Yard.
                       There are certain other claims involving the Company
             and
             certain of its subsidiaries, including claims relating to the
             generation, disposal or release into the environment of allegedly
             hazardous substances and pre-reorganization personal injury
             claims,
             that allege or involve amounts that are potentially substantial
             in
             the aggregate.
                  The Paoli Yard litigation and the preponderance of the other
             claims
             arose out of railroad operations disposed of by PCTC prior to its
             1978 reorganization and, accordingly, any ultimate liability
             resulting therefrom in excess of previously established loss
             accruals would be attributable to such pre-reorganization events
             and
             circumstances.  In accordance with the Company's reorganization
             accounting policy, any such ultimate liability will reduce the
             Company's capital surplus and shareholders' equity, but will not
             be
             charged to income.  See Notes 1 and 12.
                       The Company believes that its maximum aggregate
             potential
             exposure at December 31, 1993 with respect to the foregoing
             environmental claims (other than Paoli Yard), net of related loss
             accruals, was approximately $15 million for claims arising out of
             pre-reorganization operations and in the range of $1 million to
             $4
             million for claims arising out of post-reorganization operations
             (which range depends upon the method of remediation, if any,
             required).  The Company believes that it has meritorious defenses
             in
             such matters, including its position that other parties are
             responsible for substantial percentages of such amounts claimed
             and,
             in the case of the post-reoganization matter referred to above,
             its
             belief that the relevant regulatory authority will permit
             remediation to be deferred until there is a change in the use of
             the
<PAGE>








             facility which the Company believes is unlikely.
                       In management's opinion, the outcome of the foregoing
             claims
             will not, individually or in the aggregate, have a material
             adverse
             effect on the financial condition or results of operations of the
             Company.  In making this assessment, management has taken into
             account previously established loss accruals in its financial
             statements and probable recoveries from insurance carriers and
             other
             third parties.
             41<PAGE>


             12.  CHANGES IN COMMON SHAREHOLDERS' EQUITY
             <TABLE>
             <CAPTION>
                                                                              

                      Unrealized
                                                                              

                         Gains
                                                Common Stock        Capital  
             Retained  (Losses) On  
             (Dollars in Millions)         Shares           Amount  Surplus  
             Earnings  Investments    Total 
             <S>                           <C>            <C>       <C>       

                <C>       <C>       <C>
             Balance, December 31, 1990    52,711,265     $52.7     $  860.7  

                $736.3    $(15.5)        $1,634.2
             Increase equal to deduction 
               in lieu of current Federal 
               income tax, which is not 
               accruable or payable                                       .8  

                                               .8
             Net income                                                       

                   2.6                        2.6
             Dividends declared on 
               Common Stock                                                   

                 (33.8)                     (33.8)
             Exercise of stock options
               and conversion of Career
               Shares                         745,128        .8         15.6  

                                             16.4
             Purchases of Company 
               Common Stock                (6,188,150)     (6.2)      (143.7) 

                                           (149.9)
             Issuance of Common Stock 
<PAGE>

               under ESPP                      92,713        .1          2.4  

                                              2.5
             Adjustment of estimated pre-
               reorganization liabilities                               (8.0) 

                                             (8.0)
             Change in net unrealized gains 
               (losses) on investments                                        
<PAGE>








                            14.5             14.5
             Other, net                                                  (.3) 

                                              (.3)
             Balance, December 31, 1991    47,360,956     $47.4     $  727.5  

                $705.1    $ (1.0)        $1,479.0
             Portion of deferred tax    
               asset attributable to
               pre-reorganization net
               operating loss carryforward                              48.0  

                                             48.0
             Net income                                                       

                 305.4                      305.4
             Dividends declared on 
               Common Stock                                                   

                 (38.1)                     (38.1)
             Exercise of stock options 
               and conversion of Career 
               Shares                         397,015        .4          5.6  

                                              6.0
             Purchases of Company 
               Common Stock                (1,472,495)     (1.5)       (28.7) 

                                            (30.2)
             Issuance of Common Stock
               under ESPP                      96,694        .1          1.9  

                                              2.0
             Adjustment of estimated pre-
               reorganization liabilities                              (15.0) 

                                            (15.0)
             Distribution of equity to
               shareholders from spin-off
               of General Cable 
               Corporation                                                    

                (264.5)                    (264.5)
             Change in net unrealized gains 
               (losses) on investments                                        

                            11.5             11.5
             Other, net                                                   (.4)

                   (.9)                      (1.3) 
             Balance, December 31, 1992    46,382,170     $46.4      $  738.9 

                $707.0    $ 10.5         $1,502.8
             Net income                                                       

                 232.0                      232.0
<PAGE>

             Dividends declared on 
               Common Stock                                                   

                 (40.0)                     (40.0)
             Exercise of stock options 
               and conversion of Career 
               Shares                       1,072,397       1.1          21.8 

                                             22.9
             Purchases of Company 
               Common Stock                   (45,522)                   (1.3)

                                             (1.3)
             Issuance of Common Stock 
               under ESPP                      37,049                     1.1 
<PAGE>








                                              1.1
             Adjustment of estimated pre-
               reorganization liabilities                               (14.0)

                                            (14.0)
             Adjustment to the distribution
               of equity to shareholders
               from spin-off of General
               Cable Corporation                                              

                  13.3                       13.3
             Change in net unrealized gains
               (losses) on investments                                        

                             5.9              5.9
             Other, net                                     (.1)          (.3)

                                              (.4)
             Balance, December 31, 1993    47,446,094     $47.4      $  746.2 

                $912.3    $ 16.4         $1,722.3
             </TABLE>
             42<PAGE>

                       During 1993, the Company settled a lawsuit it had
             brought
             against the former owner of a business that was acquired by the
             Company in 1990 and was included in the General Cable Businesses
             spun-off to shareholders in July 1992.  After the General Cable
             Spin-off, the Company retained the right to receive any amounts
             recovered in the lawsuit.  The net amount of cash received by the
             Company in the settlement (net of a provision for certain
             obligations and associated litigation expense) has been accounted
             for as an adjustment to the distribution of equity to
             shareholders
             resulting from the General Cable Spin-off.

             13.  EARNINGS PER SHARE

             Earnings per share are calculated on the basis of the weighted
             average number of shares of common stock outstanding during the
             period and the dilutive effect, if material, of assumed
             conversion
             of common stock equivalents (stock options and Career Shares). 
             For
             the year ended December 31, 1993, the potential dilution
             represented
             by shares issuable from the exercise of outstanding stock options
             and conversion of outstanding Career Shares, using the treasury
             stock method, assuming the proceeds from such issuance would be
             used
             to repurchase common stock at the average market price during the
             period, approximated three percent, the applicable threshold
             specified by the Accounting Principles Board Opinion No. 15.  For
             1992 and 1991, such dilution was less than three percent and is
             therefore not reflected in the earnings per share presentation
<PAGE>

             for
             such periods.
<PAGE>








             14.  COMMITMENTS

             The Company has agreed to guarantee several third party
             obligations
             which are not material individually or in the aggregate.  The
             Company has also entered into various operating lease agreements
             related principally to certain administrative and manufacturing
             facilities and transportation equipment.  Future minimum rental
             payments required under noncancelable lease agreements at
             December
             31, 1993 were as follows: 1994--$18.3 million, 1995--$17.5
             million,
             1996--$13.5 million, 1997--$5.8 million, 1998--$3.7 million and
             $4.8
             million thereafter, before deduction of minimum sublease income
             of
             $19.4 million, in the aggregate, from January 1, 1994 through the
             expiration of the leases.  Rental expense recorded under
             operating
             leases was $13.3 million in 1993 and 1992 and $11.1 million in
             1991.

             15.  SEGMENT INFORMATION

             The Company's only industry segment is specialty property and
             casualty insurance.

             16.  STATEMENT OF CASH FLOWS

             For purposes of this Statement, the Company considers only cash
             on
             hand or in banks to be cash or cash equivalents.
                  For the years ended December 31, 1993, 1992 and 1991, income
             taxes
             paid were $4.8 million, $5.5 million and $6.2 million,
             respectively. 
             For the same periods interest paid totaled $62.7 million, $68.9
             million and $62.1 million, respectively.
                  On March 31, 1993, and September 30, 1993 General Cable
             elected to
             pay 100 percent, or $31.8 million in the aggregate, of the
             interest
             due on those dates on the General Cable Note with Interest Notes
             in
             lieu of cash.  These non-cash transactions, which increased the
             Parent Company investments and decreased accrued investment
             income,
             are not included in the Statement of Cash Flows.
                  In December 1992, the Company received a note for
             approximately
             $11.0 million in consideration of the sale of G & H Technology,
             Inc. 
             This transaction was a non-cash investing transaction which is
             not
<PAGE>








             included in the Statement of Cash Flows.
                  On June 30, 1992, in consideration of the transfer of the
             General
             Cable Businesses and the advance of $25.0 million in cash, the
             Company received the $255.0 million, 9.98 percent subordinated
             note
             of General Cable.  To the extent of $230.0 million, this
             transaction
             was a non-cash investing transaction which is not included in the
             Statement of Cash Flows.
                       In September 1991, a previously consolidated
             majority-owned
             subsidiary redeemed all of the stock held by the Company in
             exchange
             for a percentage of the subsidiary's net assets equal to the
             Company's percentage ownership of such stock.  As a consequence
             of
             the transaction, the Company's minority interest of $14.3 million
             was eliminated and certain other asset and liability accounts
             were
             reduced by a corresponding amount in the aggregate.
             43<PAGE>

             17.  RELATED PARTY TRANSACTIONS

             During 1990, the Company acquired the NSA Group which was a
             related
             party of AFC.  The purchase price was subject to adjustment in
             1995,
             based on 1991-1994 pre-tax earnings of the NSA Group, by a
             reduction
             of up to $20.0 million or an increase of up to $40.0 million, in
             each case plus interest.  In December 1993, the Company, having
             concluded based on the NSA Group's pre-tax earnings subsequent to
             1990 that it was highly probable that the maximum $40.0 million
             purchase price adjustment would be payable by the Company, paid
             $40.0 million, plus $12.8 million of interest, to GAIC, a wholly-
             owned insurance subsidiary of AFC, in full settlement of the
             purchase price contingency in order to cut off the accrual of
             interest at the relatively high rate prescribed by the
             acquisition
             agreement.  Also, as  part of the agreement for the purchase of
             the
             NSA Group, AFC, through GAIC, provides stop-loss protection to
             the
             Company which, in effect, guarantees the adequacy of unpaid loss
             and
             allocated loss adjustment expense reserves of the NSA Group (net
             of
             reinsurance and salvage and subrogation recoveries) related to
             periods prior to 1991 under policies written and assumed by the
             NSA
             Group.
                  In 1988, the Company's workers' compensation insurance
<PAGE>








             operations ("Republic Indemnity") entered into a reinsurance
             contract with GAIC to cover the aggregate losses on workers'
             compensation coverage for the accident years 1980-1987,
             inclusive. 
             The contract provides for coverage by GAIC of net aggregate paid
             losses of Republic Indemnity in excess of $440 million, up to a
             maximum of $35.1 million.  Cumulative paid losses at December 31,
             1993 pertaining to claims during this period totaled $435.8
             million. 
             In addition, GAIC has agreed to reimburse Republic Indemnity for
             its
             loss adjustment expenses pertaining to this period up to a
             maximum
             of $4.9 million.
                  The Chairman, Chief Executive Officer and principal
             shareholder of
             AFC, which beneficially owned approximately 40.5 percent of the
             Company's outstanding common shares at December 31, 1993, is also
             the Chairman and Chief Executive Officer of the Company.
             44<PAGE>

             Responsibility for Financial Reporting


                       The financial statements of American Premier
             Underwriters,
             Inc. and Consolidated Subsidiaries are the responsibility of the
             Company's management, and have been prepared in accordance with
             generally accepted accounting principles.  To help insure the
             accuracy and integrity of its financial data, the Company
             maintains
             a strong system of internal controls designed to provide
             reasonable
             assurances that assets are safeguarded and that transactions are
             properly executed and recorded.  The internal control system and
             compliance therewith are monitored by the Company's internal
             audit
             department.
                       The financial statements have been audited by the
             Company's
             independent auditors, Deloitte & Touche.  Their report is shown
             on
             this page.  The independent auditors, whose appointment by the
             Board
             of Directors was ratified by the Company's shareholders, express
             their opinion on the Company's financial statements based on
             procedures which they consider to be sufficient to form their
             opinion.
                       The Audit Committee of the Board of Directors meets
             periodically with representatives of Deloitte & Touche and the
             Company's internal audit department and financial management to
             review accounting, internal control, auditing and financial
             reporting matters.
<PAGE>








             INDEPENDENT AUDITORS' REPORT


             American Premier Underwriters, Inc.

                       We have audited the accompanying balance sheets of
             American
             Premier Underwriters, Inc. and Consolidated Subsidiaries as of
             December 31, 1993 and 1992 and the related statements of income
             and
             cash flows for each of the three years in the period ended
             December
             31, 1993.  These financial statements are the responsibility of
             the
             Company's management.  Our responsibility is to express an
             opinion
             on these financial statements based on our audits. 
                       We conducted our audits in accordance with generally
             accepted
             auditing standards.  Those standards require that we plan and
             perform the audit to obtain reasonable assurance about whether
             the
             financial statements are free of material misstatement.  An audit
             includes examining, on a test basis, evidence supporting the
             amounts
             and disclosures in the financial statements.  An audit also
             includes
             assessing the accounting principles used and significant
             estimates
             made by management, as well as evaluating the overall financial
             statement presentation.  We believe that our audits provide a
             reasonable basis for our opinion.
                       In our opinion, such financial statements present
             fairly, in
             all material respects, the financial position of American Premier
             Underwriters, Inc. and Consolidated Subsidiaries at December 31,
             1993 and 1992, and the results of its operations and its cash
             flows
             for each of the three years in the period ended December 31, 1993
             in
             conformity with generally accepted accounting principles.   As
             discussed in Note 1 to the financial statements, in 1992 the
             Company
             changed its method of accounting for income taxes to conform with
             Statement of Financial Accounting Standards No. 109.





             Deloitte & Touche
             Cincinnati, Ohio     

             February 16, 1994
<PAGE>








             (March 25, 1994 with respect to the change
             of the Company's name as discussed in
             Note 1 to the financial statements)

             45<PAGE>

             Quarterly Financial Data
             (Unaudited)

                       Summarized quarterly financial data for 1993 and 1992
             are set
             forth below.  Quarterly results have been influenced by
             acquisitions
             and divestitures and by seasonal factors inherent in the
             Company's
             businesses.  The 1993 results include tax benefits of $15.0
             million
             ($.32 per share), $45.0 million ($.96 per share) and $65.0
             million
             ($1.33 per share) for the first, second and third quarters,
             respectively, attributable to increases in the Company's net
             deferred tax asset.  In addition, the table below gives effect to
             the classification of certain businesses as discontinued
             operations.

             <TABLE>
             <CAPTION>


             (In Millions,
             Except Per         1st Quarter         2nd Quarter         3rd
             Quarter        4th Quarter               Total     
             Share Amounts)   1993      1992      1993      1992      1993    

             1992      1993      1992        1993     1992
             <S>            <C>       <C>       <C>       <C>       <C>      
             <C>       <C>       <C>       <C>       <C>
             Revenues       $370.2    $332.6    $426.6    $350.6    $443.7   
             $363.9    $522.8    $377.8    $1,763.3  $1,424.9
             Income 
              from continuing 
              operations      31.1      10.4      75.0      11.2      86.2    

             11.3      50.4       18.0      242.7      50.9  
             Cumulative effect
               of accounting 
               change           -      252.8        -         -         -     

               -         -          -          -      252.8
             Net income       33.9     260.0      75.0      11.0      82.1    

             14.1      41.0       20.3      232.0          305.4
             Income per 
              share from 
              continuing
              operations       .67       .22      1.60       .23      1.77    
<PAGE>


              .24      1.03        .38        5.03     1.08
             Cumulative effect 
<PAGE>








              of accounting 
              change per 
              share             -       5.33        -         -         -     

               -         -          -           -      5.36  
             Net income per  
              share            .73      5.48      1.60       .23      1.68    

              .30       .84        .43        4.81     6.48  

             </TABLE>
             46<PAGE>

             DIVIDEND POLICY AND STOCK MARKET PRICES


             American Premier Underwriters, Inc. Common Stock is listed and
             traded principally on the New York Stock Exchange.  On March 10,
             1994, there were approximately 13,563 holders of record of Common
             Stock.
                  During each of the first three quarters of 1992, the Board
             of
             Directors declared dividends of $.20 per share, and during the
             fourth quarter of 1992 declared a dividend of $.21 per share. 
             The
             Board declared dividends of $.21 per share in each of the first
             three quarters of 1993, and $.22 per share in the fourth quarter
             of
             1993, the latter of which was paid in January 1994.
                  The following table sets forth the high and low stock prices
             of the
             Company's Common Stock for the last two years, as reported on the
             New York Stock Exchange Composite Tape.
             <TABLE>
             <CAPTION>
                                       1993                1992    
                                   High      Low      High       Low  
             <S>                 <C>       <C>       <C>       <C>
             First Quarter       $28 5/8   $23 1/2   $27 1/8   $22 5/8
             Second Quarter       33 7/8    25 1/2    23 7/8    19 5/8
             Third Quarter        39 3/4    30 3/8    20 3/8    18 1/4
             Fourth Quarter       34 1/8    29        24 7/8    18
             </TABLE>
             47<PAGE>
<PAGE>


GREAT AMERICAN INSURANCE COMPANY AND AFFILIATES
SCHEDULE P - ANALYSIS OF LOSSES AND LOSS EXPENSES
NOTES TO SCHEDULE P
1.  THE PARTS OF SCHEDULE P:
     PART 1 - DETAILED INFORMATION ON LOSSES AND LOSS EXPENSES.
     PART 2 - HISTORY OF INCURRED LOSSES AND ALLOCATED EXPENSES.
     PART 3 - HISTORY OF LOSS AND ALLOCATED EXPENSE PAYMENTS.
     PART 4 - HISTORY OF BULK AND INCURRED-BUT-NOT-REPORTED RESERVES.
     SCHEDULE P INTERROGATORIES.
2.  LINES OF BUSINESS A THROUGH M AND R ARE GROUPINGS OF THE LINES OF BUSINESS
     USED ON PAGE 14, THE STATE PAGE.
3.  REINSURANCE A, B, C, AND D (LINES N TO Q) ARE:
     REINSURANCE A = NONPROPORTIONAL PROPERTY (1988 AND SUBSEQUENT)
     REINSURANCE B = NONPROPORTIONAL LIABILITY (1988 AND SUBSEQUENT)
     REINSURANCE C = FINANCIAL LINES (1988 AND SUBSEQUENT)
     REINSURANCE D = OLD SCHEDULE O LINE 30 (1987 AND PRIOR)
4.  THE INSTRUCTIONS TO SCHEDULE P CONTAINS DIRECTIONS NECESSARY FOR FILLING OUT
     SCHEDULE P.

SCHEDULE P - PART 1              - SUMMARY
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX      73,235      38,500      17,772
02 1984    1,233,051     138,422   1,094,629   1,073,238     161,801      86,492
03 1985    1,501,797     216,535   1,285,262   1,151,903     246,184      95,126
04 1986    1,878,446     368,972   1,509,474     842,785     150,820      75,052
05 1987    1,757,482     320,388   1,437,094     775,037     138,319      71,782
06 1988    1,650,845     269,802   1,381,043     785,218     133,246      57,097
07 1989    1,493,902     224,010   1,269,892     780,551     112,945      54,647
08 1990    1,567,681     229,029   1,338,652     788,674     133,994      49,815
09 1991    1,519,087     290,449   1,228,638     634,984     121,989      37,515
10 1992    1,566,530     346,044   1,220,486     606,978     153,911      26,259
11 1993    1,688,681     446,243   1,242,438     362,130      90,001      11,384
12 TOTAL         XXX         XXX         XXX   7,874,733   1,481,710     582,941

SCHEDULE P - PART 1              - SUMMARY
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR       9,600         150       2,323      45,230         XXX     282,805
02 1984       24,411      32,546      63,282   1,036,800         XXX      31,777
03 1985       24,078      32,205      76,932   1,053,699         XXX      37,009
04 1986       17,111      24,244      66,992     816,898         XXX      25,855
05 1987       18,942      23,719      64,103     753,661         XXX      37,697
06 1988        5,789      22,191      62,940     766,220         XXX     101,165
07 1989        5,634      22,007      65,924     782,543         XXX      67,974
08 1990        1,560      21,063      61,540     764,475         XXX     115,590
09 1991        4,874      15,039      52,337     597,973         XXX     113,056
10 1992        5,216      13,025      52,014     526,124         XXX     183,894
11 1993        2,505       6,509      38,915     319,923         XXX     227,893
12 TOTAL     119,720     212,698     607,302   7,463,546         XXX   1,224,765

SCHEDULE P - PART 1              - SUMMARY
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR      92,796      92,456      44,270      18,954       6,811      15,795
02 1984       14,502      16,316       7,803       4,002       1,979       1,179
03 1985       16,494      22,063       9,930       4,049       1,328       1,858
04 1986        5,021      28,340      13,291       2,654         589       3,026
05 1987       15,822      44,938      25,585       3,485         918       5,778
06 1988       37,704      78,721      13,546      11,937       1,268      11,740
07 1989       11,123      72,329      17,336      11,545       2,192      11,978
08 1990       25,962     110,616      24,221      22,571       5,432      17,613
09 1991       16,897     177,353      28,742      18,612       2,954      22,406
10 1992       43,622     215,266      43,195      24,917       5,247      26,660
11 1993       65,368     475,109     144,812      24,810       6,276      49,001
12 TOTAL     345,363   1,333,561     372,764     147,575      35,033     167,064

SCHEDULE P - PART 1              - SUMMARY
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR       6,919           0      11,270     270,485         XXX         XXX
02 1984          334           0       2,310      30,972         XXX   1,281,531
03 1985          953           0       1,341      37,622         XXX   1,392,954
04 1986        1,746         527       1,471      40,713         XXX   1,048,841
05 1987        2,633       1,156       2,732      49,672         XXX   1,007,726
06 1988        4,052       1,977       6,492     153,486         XXX   1,121,567
07 1989        4,681       3,251       6,141     134,644         XXX   1,075,219
08 1990        7,665       5,141      10,668     213,785         XXX   1,182,673
09 1991        8,505       5,840      11,864     286,186         XXX   1,074,406
10 1992        8,188       7,752      17,348     367,832         XXX   1,161,682
11 1993       15,544      15,168      31,228     576,048         XXX   1,230,630
12 TOTAL      61,247      40,838     102,918   2,161,483         XXX         XXX

SCHEDULE P - PART 1              - SUMMARY
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX      17,043
02 1984      213,755   1,067,774     103.931     154.422      97.546           0
03 1985      301,624   1,091,328      92.752     139.295      84.910           0
04 1986      191,228     857,605      55.835      51.827      56.814           0
05 1987      204,378     803,340      57.339      63.790      55.900           0
06 1988      201,858     919,707      67.938      74.817      66.595           0
07 1989      158,019     917,193      71.973      70.541      72.226           0
08 1990      204,405     978,259      75.440      89.248      73.077           0
09 1991      190,245     884,153      70.727      65.500      71.962           0
10 1992      267,713     893,968      74.156      77.363      73.246           0
11 1993      334,648     895,973      72.875      74.992      72.114           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX      17,043

SCHEDULE P - PART 1              - SUMMARY
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX     221,151      32,289
02 1984            0        .000      25,784       5,187
03 1985            0        .000      32,646       4,968
04 1986            0        .000      35,883       4,823
05 1987            0        .000      41,226       8,446
06 1988            0        .000     128,635      24,843
07 1989            0        .000     111,844      22,798
08 1990            0        .000     176,023      37,753
09 1991            0        .000     244,761      41,417
10 1992            0        .000     312,335      55,489
11 1993            0        .000     492,821      83,225
12 TOTAL           0         XXX   1,823,155     321,284
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 2              - SUMMARY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR     625,375     693,656     806,917     846,344     893,987     933,388
02 1984      858,435     892,316     930,137     952,176     984,511   1,000,129
03 1985          XXX     978,770     957,659     982,216     998,304   1,023,072
04 1986          XXX         XXX     996,886     940,095     913,703     855,363
05 1987          XXX         XXX         XXX     897,705     864,911     833,865
06 1988          XXX         XXX         XXX         XXX     888,042     870,734
07 1989          XXX         XXX         XXX         XXX         XXX     847,358
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL

SCHEDULE P - PART 2              - SUMMARY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR     980,110   1,022,916   1,053,868   1,105,670      51,802      82,754
02 1984      996,727     994,013     996,598   1,002,173       5,575       8,160
03 1985    1,017,452   1,012,827   1,009,569   1,013,039       3,470         213
04 1986      839,105     819,989     805,982     789,133     -16,849     -30,856
05 1987      807,503     778,576     765,788     736,497     -29,291     -42,078
06 1988      881,748     878,573     860,752     850,265     -10,487     -28,307
07 1989      865,446     849,530     857,293     845,119     -12,174      -4,410
08 1990      902,022     900,964     907,098     906,042      -1,056       5,080
09 1991          XXX     823,121     826,428     819,947      -6,481      -3,174
10 1992          XXX         XXX     824,864     824,588        -276         XXX
11 1993          XXX         XXX         XXX     825,828         XXX         XXX
12 TOTAL                                                     -15,767     -12,618
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 3              - SUMMARY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0     204,856     343,721     474,317     569,227     636,705
02 1984      365,927     613,982     699,683     796,585     859,200     903,333
03 1985          XXX     390,951     609,720     736,163     814,048     877,849
04 1986          XXX         XXX     267,319     457,757     555,987     635,066
05 1987          XXX         XXX         XXX     229,945     419,822     527,277
06 1988          XXX         XXX         XXX         XXX     243,631     444,827
07 1989          XXX         XXX         XXX         XXX         XXX     266,124
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3              - SUMMARY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR     710,167     760,302     803,651     846,328         XXX         XXX
02 1984      934,800     956,515     967,526     973,510         XXX         XXX
03 1985      921,877     944,548     964,153     976,765         XXX         XXX
04 1986      685,447     717,642     736,799     749,898         XXX         XXX
05 1987      595,997     638,084     665,729     689,556         XXX         XXX
06 1988      548,827     619,362     670,910     703,271         XXX         XXX
07 1989      489,981     595,030     665,580     716,617         XXX         XXX
08 1990      328,470     517,420     637,192     702,927         XXX         XXX
09 1991          XXX     260,999     454,330     545,628         XXX         XXX
10 1992          XXX         XXX     273,120     474,103         XXX         XXX
11 1993          XXX         XXX         XXX     281,008         XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 4              - SUMMARY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR     150,258      88,500      71,649      54,747      55,347      66,904
02 1984      247,055      91,119      50,138      30,430      29,077      35,396
03 1985          XXX     313,064     127,504      90,198      62,562      64,042
04 1986          XXX         XXX     481,888     312,798     227,845     132,027
05 1987          XXX         XXX         XXX     439,696     271,081     190,612
06 1988          XXX         XXX         XXX         XXX     372,294     221,771
07 1989          XXX         XXX         XXX         XXX         XXX     315,475
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4              - SUMMARY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR      51,632      58,047      60,757      57,055
02 1984       20,393      10,436       9,715       9,357
03 1985       40,242      28,867      13,465      13,038
04 1986       92,238      60,389      37,334      16,329
05 1987      128,180      84,307      56,329      22,490
06 1988      172,155     139,151      95,472      72,855
07 1989      170,743     115,864      85,153      62,290
08 1990      321,746     182,772     132,267      96,343
09 1991          XXX     362,767     210,166     162,509
10 1992          XXX         XXX     334,567     190,535
11 1993          XXX         XXX         XXX     363,753

SCHEDULE P - PART 1A             - HOMEOWNERS/FARMOWNERS
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX         295         275          35
02 1984      114,466       3,262     111,204      78,439       2,276       1,937
03 1985      111,496       3,055     108,441      74,393       1,749       2,201
04 1986       97,537       4,056      93,481      51,220         857       1,518
05 1987       82,473       3,742      78,731      41,030       1,094       1,142
06 1988       81,099       3,460      77,639      44,507       1,111         914
07 1989       85,238       3,336      81,902      64,843       6,340       1,748
08 1990       94,463       3,377      91,086      52,907       1,465       2,947
09 1991      101,620       4,040      97,580      60,520       1,691       2,692
10 1992       96,331       4,978      91,353      47,869       1,749       1,664
11 1993       90,828       5,629      85,199      39,118       1,493         981
12 TOTAL         XXX         XXX         XXX     555,141      20,100      17,779

SCHEDULE P - PART 1A             - HOMEOWNERS/FARMOWNERS
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR           0           2           1          56         XXX       1,350
02 1984           71       1,010       5,859      83,888      45,152           0
03 1985          117         840       5,324      80,052      43,968          59
04 1986           53       1,020       4,490      56,318      30,342          44
05 1987           33         650       4,114      45,159      21,692          47
06 1988           15         553       3,161      47,456      20,519         260
07 1989           22         627       4,045      64,274      28,569         985
08 1990            0       1,378       2,986      57,375      23,049         986
09 1991            0         796       3,167      64,688      26,501       1,856
10 1992            0         290       3,703      51,487      20,378       4,073
11 1993            0          53       4,226      42,832      19,953       8,215
12 TOTAL         311       7,219      41,076     593,585         XXX      17,907

SCHEDULE P - PART 1A             - HOMEOWNERS/FARMOWNERS
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR           0          12           4           0           0           0
02 1984            0         315           0           0           0           0
03 1985            0           9           0           1           0           0
04 1986            0          16           0           1           0           0
05 1987            0          72           3           1           0           3
06 1988            0           7          -1           9           0           0
07 1989           -1        -101          -5          37           0           0
08 1990           23          20          20          37           0         -14
09 1991          623         236          34          69           0          19
10 1992          236         557          72         141           0          26
11 1993            0      10,260         854         318           0         398
12 TOTAL         882      11,417         984         620           0         433

SCHEDULE P - PART 1A             - HOMEOWNERS/FARMOWNERS
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR           0           0          23       1,382          12         XXX
02 1984            0           0           9         325           0      86,651
03 1985            0           0           3          74           2      82,088
04 1986            0           4           3          66           5      57,394
05 1987            0           6          11         132           3      46,499
06 1988            0          23          25         306           9      48,947
07 1989            0          97          48         977          31      71,716
08 1990            1         265          72       1,063          47      60,125
09 1991            1         290         147       1,671          95      68,868
10 1992            2         349         298       4,787         184      58,517
11 1993           28         701       1,368      19,678       1,594      65,108
12 TOTAL          35       1,749       2,023      30,500       1,983         XXX

SCHEDULE P - PART 1A             - HOMEOWNERS/FARMOWNERS
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         630
02 1984        2,422      84,229      75.700      74.248      75.742           0
03 1985        1,953      80,128      73.624      63.927      73.890           0
04 1986        1,000      56,385      58.843      24.654      60.317           0
05 1987        1,208      45,290      56.380      32.282      57.524           0
06 1988        1,176      47,771      60.354      33.988      61.529           0
07 1989        6,449      65,266      84.136     193.315      79.687           0
08 1990        1,660      58,456      63.649      49.156      64.176           0
09 1991        2,500      66,368      67.770      61.881      68.013           0
10 1992        2,225      56,290      60.745      44.696      61.618           0
11 1993        2,582      62,525      71.682      45.869      73.387           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX         630

SCHEDULE P - PART 1A             - HOMEOWNERS/FARMOWNERS
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX         729          23
02 1984            0        .000         315           9
03 1985            0        .000          69           5
04 1986            0        .000          60           5
05 1987            0        .000         116          15
06 1988            0        .000         270          35
07 1989            0        .000         890          86
08 1990            0        .000         963          93
09 1991            0        .000       1,435         236
10 1992            0        .000       4,322         464
11 1993            0        .000      17,614       2,063
12 TOTAL           0         XXX      26,820       3,049
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX         669         792           3
02 1984      156,572       5,528     151,044     134,996       4,719       5,919
03 1985      173,766       6,229     167,537     157,281       6,432       7,314
04 1986      173,991       8,427     165,564     129,950       6,849       5,815
05 1987      148,102      13,392     134,710     103,254       5,859       4,103
06 1988      157,197      13,338     143,859     115,919      13,930       4,506
07 1989      163,450       6,205     157,245     116,660       6,025       5,006
08 1990      195,596       6,177     189,419     132,430       5,063       6,669
09 1991      175,298      41,974     133,324      96,451      21,621       3,134
10 1992      206,682      42,279     164,403      88,818      17,492       1,887
11 1993      236,941      55,885     181,056      52,079      14,228         908
12 TOTAL         XXX         XXX         XXX   1,128,507     103,010      45,264

SCHEDULE P - PART 1B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR           1           5          -5        -126         XXX       4,301
02 1984          147       2,401       9,240     145,289      79,217          14
03 1985          321       2,651      10,022     167,864      82,744         407
04 1986          236       1,970       9,627     138,307      70,961         407
05 1987           89       1,701       9,886     111,295      63,733         597
06 1988          340       2,055      10,257     116,412      45,973         778
07 1989           68       2,199      11,049     126,622      54,698       2,847
08 1990           -1       2,278      12,498     146,535      53,483       8,028
09 1991        1,000       1,782       6,083      83,047      36,519       9,653
10 1992          785       1,726       6,843      79,271      35,777      23,091
11 1993          491         679       7,298      45,566      39,268      52,151
12 TOTAL       3,477      19,447      92,798   1,160,082         XXX     102,305

SCHEDULE P - PART 1B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR         413         756           0          46          40           0
02 1984            0           0           0           0           0           0
03 1985          345           3           0          70          68           0
04 1986           43        -935           0          21           5           0
05 1987            2        -104           0          60           3           0
06 1988           28         463          31          44          13          26
07 1989           71        -172          -1         132          27           3
08 1990          679       4,385          54         582         205         -71
09 1991          883       6,674         422         620         194         314
10 1992        1,734      17,897       1,054       1,383         412         942
11 1993       11,401      42,266       5,807       3,399       1,576         120
12 TOTAL      15,611      71,253       7,378       6,377       2,547       1,334

SCHEDULE P - PART 1B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR           0           0          42       4,692          26         XXX
02 1984            0           0           0          15           5     150,697
03 1985            0           0           1          71          11     175,764
04 1986            0           5           2        -550          16     145,613
05 1987            0          20          20         569          25     118,475
06 1988            1          44          63       1,309          49     132,707
07 1989            0          85          80       2,793         128     136,468
08 1990           14         232         293      12,270         294     165,588
09 1991           41         567         672      16,400         555     124,373
10 1992           86       1,416       1,938      41,972       1,618     143,236
11 1993          459       2,370       3,807      82,497       8,931     162,307
12 TOTAL         603       4,753       6,939     162,068      11,665         XXX

SCHEDULE P - PART 1B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX       1,218
02 1984        5,377     145,313      96.247      97.268      96.205           0
03 1985        7,826     167,937     101.149     125.638     100.238           0
04 1986        7,851     137,754      83.689      93.164      83.202           0
05 1987        6,599     111,868      79.995      49.275      83.043           0
06 1988       14,983     117,724      84.420     112.333      81.832           0
07 1989        7,035     129,431      83.492     113.376      82.311           0
08 1990        6,759     158,820      84.658     109.422      83.845           0
09 1991       24,916      99,456      70.949      59.360      74.597           0
10 1992       21,978     121,258      69.302      51.983      73.756           0
11 1993       34,220     128,080      68.501      61.232      70.740           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX       1,218

SCHEDULE P - PART 1B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX       3,427          47
02 1984            0        .000          14           0
03 1985            0        .000          67           3
04 1986            0        .000        -570          19
05 1987            0        .000         491          77
06 1988            0        .000       1,188         119
07 1989            0        .000       2,603         189
08 1990            0        .000      11,678         583
09 1991            0        .000      15,021       1,378
10 1992            0        .000      38,191       3,780
11 1993            0        .000      77,209       5,287
12 TOTAL           0         XXX     149,350      11,499
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX         106         388         809
02 1984       99,917       9,664      90,253     113,873      21,594       8,282
03 1985      134,194      21,349     112,845     118,397      23,353       9,697
04 1986      195,916      44,698     151,218     100,622      14,198       8,293
05 1987      184,827      32,125     152,702      93,157       8,614       6,302
06 1988      168,525      17,622     150,903      98,342      10,819      10,609
07 1989      162,183      13,995     148,188     105,793      13,383      11,336
08 1990      160,715      25,685     135,030      89,676      14,201       8,594
09 1991      144,150      27,718     116,432      55,126       8,689       4,103
10 1992      168,319      58,292     110,027      44,252      14,402       3,816
11 1993      180,556      63,008     117,548      18,722       6,394       1,673
12 TOTAL         XXX         XXX         XXX     838,066     136,035      73,514

SCHEDULE P - PART 1C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR         421           0          -2         104         XXX       9,660
02 1984        2,179       1,375       5,444     103,826      32,366       1,601
03 1985        1,095         605       7,367     111,013      27,502         389
04 1986          815         540       8,726     102,628      18,044         604
05 1987          711         521       9,506      99,640      16,956       1,231
06 1988        1,437         735      10,109     106,804      19,088       3,947
07 1989        1,772         676      10,474     112,448      21,008       7,317
08 1990        1,265         677       9,226      92,030      17,365      13,548
09 1991          256         408       6,819      57,103      13,854      19,320
10 1992        1,630         346       5,877      37,913      13,214      36,056
11 1993          634         163       3,698      17,065      14,318      41,869
12 TOTAL      12,215       6,046      77,244     840,574         XXX     135,584

SCHEDULE P - PART 1C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR         844         894         595         262         138          57
02 1984          776         121         122         240         140          26
03 1985          193         638         500         134          43         180
04 1986          237       2,443       1,111         133          51         445
05 1987          148       1,893       1,075         225          52         506
06 1988        1,549       2,932       1,078         770         328         414
07 1989        2,427       8,315       2,748       2,370         846       1,028
08 1990        5,882      10,688       6,434       3,501       1,237       1,315
09 1991        5,989      25,699       8,388       3,802       1,069       2,916
10 1992       16,222      40,346      17,368       5,301       1,947       4,323
11 1993       14,064      68,654      17,734       4,933       1,734       1,637
12 TOTAL      48,362     162,657      57,180      21,703       7,607      12,851

SCHEDULE P - PART 1C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR          12           0         115       9,398          67         XXX
02 1984           31           0         147       1,065           7     129,855
03 1985          150           0          47         502           4     136,985
04 1986          325           0          62       1,970          12     121,470
05 1987          316           2          73       2,337          25     113,091
06 1988          260          53         295       5,151          52     127,688
07 1989          686          78         732      13,060         129     147,800
08 1990          927          85       1,210      15,784         272     138,343
09 1991        1,529          95       1,815      36,578         567     120,432
10 1992        1,750         143       3,059      51,790       1,094     144,643
11 1993        1,632         288       3,918      85,837       3,721     146,344
12 TOTAL       7,630         751      11,502     223,516       5,951         XXX

SCHEDULE P - PART 1C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX       5,186
02 1984       24,954     104,900     129.962     258.216     116.228           0
03 1985       25,449     111,528     102.079     119.204      98.832           0
04 1986       16,863     104,599      62.001      37.726      69.170           0
05 1987       11,107     101,984      61.187      34.574      66.786           0
06 1988       15,718     111,970      75.767      89.195      74.199           0
07 1989       22,291     125,509      91.131     159.278      84.695           0
08 1990       30,521     107,820      86.079     118.828      79.848           0
09 1991       26,743      93,687      83.546      96.482      80.464           0
10 1992       54,932      89,702      85.933      94.235      81.527           0
11 1993       43,434     102,902      81.051      68.934      87.540           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX       5,186

SCHEDULE P - PART 1C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX       3,927         284
02 1984            0        .000         823         241
03 1985            0        .000         333         167
04 1986            0        .000       1,705         264
05 1987            0        .000       1,901         436
06 1988            0        .000       4,250         892
07 1989            0        .000      10,455       2,598
08 1990            0        .000      11,919       3,864
09 1991            0        .000      30,641       5,936
10 1992            0        .000      42,804       8,986
11 1993            0        .000      78,716       7,113
12 TOTAL           0         XXX     187,511      30,819
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1D             - WORKERS' COMPENSATION
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX      16,907       8,903         849
02 1984      209,629      20,479     189,150     176,070       6,529       7,383
03 1985      244,145      14,011     230,134     216,899       9,539       7,870
04 1986      237,721      16,301     221,420     158,287       6,465       5,704
05 1987      199,220      15,757     183,463     142,534       7,026       4,825
06 1988      248,324      30,460     217,864     154,826       9,147       5,062
07 1989      198,852      14,017     184,835     138,233       9,635       4,935
08 1990      178,725      17,913     160,812     122,777      13,737       4,667
09 1991      181,465      34,575     146,890      90,553      13,507       3,807
10 1992      176,685      42,915     133,770      61,345      14,961       2,448
11 1993      154,385      43,649     110,736      18,399       6,582         566
12 TOTAL         XXX         XXX         XXX   1,296,830     106,031      48,116

SCHEDULE P - PART 1D             - WORKERS' COMPENSATION
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR         503          46         965       9,315         XXX     118,164
02 1984          514       5,018      13,956     190,366      74,530      16,443
03 1985          585       4,158      18,471     233,116      66,953      13,452
04 1986          489       3,209      15,025     172,062      44,843      10,658
05 1987          389       3,072      13,004     152,948      40,453      10,709
06 1988          415       3,124      13,753     164,079      44,199      74,465
07 1989          570       1,759      12,592     145,555      37,532      22,543
08 1990          709       1,655      10,797     123,795      30,173      22,748
09 1991          969         444      11,448      91,332      23,240      29,496
10 1992          898         212       9,948      57,882      20,958      34,395
11 1993          215           4       5,894      18,062      14,222      21,141
12 TOTAL       6,256      22,701     125,853   1,358,512         XXX     374,258

SCHEDULE P - PART 1D             - WORKERS' COMPENSATION
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR      50,741      19,204       5,299       3,354       1,426         126
02 1984        6,573       2,678       1,876         616         297         173
03 1985        1,656       2,052         326         444         103          23
04 1986          786       1,919         116         348          43          13
05 1987          712       4,655         275         439          41         239
06 1988       32,283      16,709         520       4,821          75         532
07 1989        1,635      10,599         977         786          76         681
08 1990        3,470      13,679       1,348       1,036         193         407
09 1991        4,227      23,281       4,479       1,244         256       1,277
10 1992        7,978      35,601       7,739       1,585         486       1,693
11 1993        6,506      48,356       9,651       1,139         416       8,629
12 TOTAL     116,612     178,783      32,629      15,857       3,437      13,820

SCHEDULE P - PART 1D             - WORKERS' COMPENSATION
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR         123           0       3,208      86,469       1,982         XXX
02 1984          166           0         735      11,738         236     218,331
03 1985           22           0         657      14,528         204     260,274
04 1986           13         321         475      12,464         148     192,854
05 1987           21         651         856      15,856         192     177,657
06 1988           42         983       2,403      66,014         357     277,358
07 1989           70       1,411       1,949      33,813         398     192,846
08 1990          123       2,521       2,441      35,183         580     179,194
09 1991          323       1,843       2,876      48,899         932     165,026
10 1992          524       1,359       3,604      60,151       1,408     152,427
11 1993          647       1,428       4,413      66,460       1,971     110,523
12 TOTAL       2,087      10,553      23,662     451,619       8,420         XXX

SCHEDULE P - PART 1D             - WORKERS' COMPENSATION
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         597
02 1984       16,210     202,112     104.151      79.154     106.852           0
03 1985       12,615     247,651     106.606      90.036     107.611           0
04 1986        8,319     184,528      81.126      51.033      83.338           0
05 1987        8,845     168,804      89.176      56.133      92.009           0
06 1988       47,256     230,101     111.691     155.141     105.616           0
07 1989       13,468     179,371      96.979      96.083      97.043           0
08 1990       20,207     158,979     100.262     112.806      98.860           0
09 1991       24,953     140,071      90.940      72.170      95.357           0
10 1992       34,392     118,027      86.270      80.139      88.231           0
11 1993       25,986      84,530      71.589      59.534      76.334           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX         597

SCHEDULE P - PART 1D             - WORKERS' COMPENSATION
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX      80,731       5,140
02 1984            0        .000      10,669       1,060
03 1985            0        .000      13,520         999
04 1986            0        .000      11,682         781
05 1987            0        .000      14,375       1,480
06 1988            0        .000      58,368       7,646
07 1989            0        .000      30,529       3,283
08 1990            0        .000      31,608       3,574
09 1991            0        .000      44,070       4,827
10 1992            0        .000      54,277       5,872
11 1993            0        .000      53,340      13,119
12 TOTAL           0         XXX     403,196      47,818
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1E             - COMMERICAL MULTIPLE PERIL
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX       1,034       1,023       1,417
02 1984      229,865      10,345     219,520     201,883       9,592      20,669
03 1985      235,130      13,447     221,683     141,252       7,892      19,241
04 1986      232,521      21,855     210,666      71,667       3,243      14,935
05 1987      237,986      20,249     217,737      82,077       5,686      13,663
06 1988      239,497      17,430     222,067      91,799       4,135      13,541
07 1989      222,552      16,447     206,105      96,085       8,055      12,171
08 1990      237,352      15,401     221,951      97,718       4,694      12,338
09 1991      230,069      16,715     213,354      96,556       5,597      10,089
10 1992      206,446      18,819     187,627      89,749      12,780       5,391
11 1993      192,472      21,458     171,014      35,345       3,926       1,847
12 TOTAL         XXX         XXX         XXX   1,005,165      66,623     125,302

SCHEDULE P - PART 1E             - COMMERICAL MULTIPLE PERIL
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR          13           8           1       1,416         XXX       5,794
02 1984        1,256       3,286      10,122     221,826      27,145       2,168
03 1985        1,710       5,888      13,036     163,927      22,716       2,470
04 1986        1,164       2,256       7,535      89,730      13,642       2,486
05 1987          726       1,659       7,486      96,814      12,396       2,931
06 1988          298       2,658       7,615     108,522      13,894      10,792
07 1989          684       3,107       7,357     106,874      15,251      12,950
08 1990          465       1,873       7,826     112,723      15,781      17,650
09 1991          394       1,384       9,416     110,070      15,143      18,209
10 1992          220         642       9,103      91,243      13,467      29,765
11 1993           75         174       6,418      39,609      10,109      20,692
12 TOTAL       7,005      22,935      85,915   1,142,754         XXX     125,956

SCHEDULE P - PART 1E             - COMMERICAL MULTIPLE PERIL
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR         641          89          15       1,159         155           0
02 1984            4          73           0         530           0           4
03 1985            0       2,660           0         641           0           0
04 1986           22         585           0         645           5           0
05 1987          -19       1,938         115         762          -1         593
06 1988          837       5,862          55       2,754         166         712
07 1989          776       5,012         236       3,381          18       1,573
08 1990          443      14,409         940       4,613         122       3,215
09 1991          341      16,471       1,174       4,750          91       4,839
10 1992        5,166      21,861       1,606       7,432       1,201       6,410
11 1993        1,032      50,629       5,432       4,964         192      13,734
12 TOTAL       9,266     119,633       9,593      31,682       1,958      31,114

SCHEDULE P - PART 1E             - COMMERICAL MULTIPLE PERIL
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR           0           0         218       6,449          74         XXX
02 1984            0           0         113       2,885          74     235,661
03 1985            0           0         148       5,929          71     179,886
04 1986            0          43         139       3,834          64      98,226
05 1987           60         262         379       6,467          70     109,786
06 1988           49         444       1,336      20,363         139     133,996
07 1989          116         865       1,310      23,087         298     139,560
08 1990          313       1,078       2,502      40,570         412     160,287
09 1991          420       1,627       2,799      45,057         687     163,083
10 1992          637       2,041       3,726      60,592       1,013     173,888
11 1993        1,523       1,749       6,202      88,047       1,834     140,558
12 TOTAL       3,140       8,136      18,901     303,325       4,743         XXX

SCHEDULE P - PART 1E             - COMMERICAL MULTIPLE PERIL
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         494
02 1984       10,932     224,720     102.521     105.674     102.368           0
03 1985       10,022     169,857      76.504      74.529      76.621           0
04 1986        4,652      93,573      42.243      21.285      44.417           0
05 1987        6,504     103,281      46.131      32.120      47.433           0
06 1988        5,096     128,892      55.948      29.236      58.041           0
07 1989        9,589     129,963      62.708      58.302      63.056           0
08 1990        6,984     153,301      67.531      45.347      69.069           0
09 1991        7,953     155,121      70.884      47.580      72.705           0
10 1992       22,046     151,833      84.229     117.147      80.922           0
11 1993       12,885     127,666      73.027      60.047      74.652           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX         494

SCHEDULE P - PART 1E             - COMMERICAL MULTIPLE PERIL
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX       4,731       1,222
02 1984            0        .000       2,237         648
03 1985            0        .000       5,138         789
04 1986            0        .000       3,055         778
05 1987            0        .000       4,778       1,681
06 1988            0        .000      15,760       4,594
07 1989            0        .000      16,943       6,137
08 1990            0        .000      30,669       9,894
09 1991            0        .000      33,163      11,885
10 1992            0        .000      44,852      15,731
11 1993            0        .000      64,856      23,191
12 TOTAL           0         XXX     226,228      76,601
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX           1           0           0
02 1984          179         155          24          44          40          28
03 1985          107          78          29           0           0           0
04 1986            8           0           8           0           0           0
05 1987            0           0           0           0           0           0
06 1988            0           0           0           0           0           0
07 1989            0           0           0           0           0           0
08 1990            0           0           0           0           0           0
09 1991            0           0           0           0           0           0
10 1992            0           0           0           0           1           0
11 1993            0           0           0           0           0           0
12 TOTAL         XXX         XXX         XXX          45          41          28

SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR           0           0           0           1         XXX         647
02 1984           20           0           1          13           1           0
03 1985            0           0           0           0           1           0
04 1986            0           0           0           0           0           0
05 1987            0           0           0           0           0           0
06 1988            0           0           0           0           0           0
07 1989            0           0           5           5           0           0
08 1990            0           0           0           0           0           0
09 1991            0           0           0           0           0           0
10 1992            0           0           0          -1           0           0
11 1993            0           0           0           0           0           0
12 TOTAL          20           0           6          18         XXX         647

SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR           0       1,386           0           0           0           0
02 1984            0           4           0           0           0           0
03 1985            0           0           0           0           0           0
04 1986            0           0           0           0           0           0
05 1987            0           0           0           0           0           0
06 1988            0           0           0           0           0           0
07 1989            0           0           0           0           0           0
08 1990            0           0           0           0           0           0
09 1991            0           0           0           0           0           0
10 1992            0           0           0           0           0           0
11 1993            0           0           0           0           0           0
12 TOTAL           0       1,391           0           0           0           0

SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR           0           0           0       2,043           2         XXX
02 1984            0           0           0           4           1          80
03 1985            0           0           0           0           0           1
04 1986            0           0           0           0           0           0
05 1987            0           0           0           0           0           0
06 1988            0           0           0           0           0           0
07 1989            0           0           0           0           0           5
08 1990            0           0           0           0           0           0
09 1991            0           0           0           0           0           0
10 1992            0           0           0           0           0           0
11 1993            0           0           0           0           0           0
12 TOTAL           0           0           0       2,048           3         XXX

SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX           0
02 1984           61          18      44.692      39.354      75.000           0
03 1985            0           1        .934        .000       3.448           0
04 1986            0           0        .000        .000        .000           0
05 1987            0           0        .000        .000        .000           0
06 1988            0           0        .000        .000        .000           0
07 1989            0           5        .000        .000        .000           0
08 1990            0           0        .000        .000        .000           0
09 1991            0           0        .000        .000        .000           0
10 1992            1          -1        .000        .000        .000           0
11 1993            0           0        .000        .000        .000           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX       2,042           0
02 1984            0        .000           4           0
03 1985            0        .000           0           0
04 1986            0        .000           0           0
05 1987            0        .000           0           0
06 1988            0        .000           0           0
07 1989            0        .000           0           0
08 1990            0        .000           0           0
09 1991            0        .000           0           0
10 1992            0        .000           0           0
11 1993            0        .000           0           0
12 TOTAL           0         XXX       2,047           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX           0           0           0
02 1984            0           0           0           0           0           0
03 1985            0           0           0           0           0           0
04 1986            0           0           0           0           0           0
05 1987            0           0           0           0           0           0
06 1988            0           0           0           0           0           0
07 1989            0           0           0           0           0           0
08 1990            0           0           0           0           0           0
09 1991            0           0           0           0           0           0
10 1992            0           0           0           0           0           0
11 1993            0           0           0           0           0           0
12 TOTAL         XXX         XXX         XXX           0           0           0

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR           0           0           0           0         XXX           0
02 1984            0           0           0           0           0           0
03 1985            0           0           0           0           0           0
04 1986            0           0           0           0           0           0
05 1987            0           0           0           0           0           0
06 1988            0           0           0           0           0           0
07 1989            0           0           0           0           0           0
08 1990            0           0           0           0           0           0
09 1991            0           0           0           0           0           0
10 1992            0           0           0           0           0           0
11 1993            0           0           0           0           0           0
12 TOTAL           0           0           0           0         XXX           0

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985            0           0           0           0           0           0
04 1986            0           0           0           0           0           0
05 1987            0           0           0           0           0           0
06 1988            0           0           0           0           0           0
07 1989            0           0           0           0           0           0
08 1990            0           0           0           0           0           0
09 1991            0           0           0           0           0           0
10 1992            0           0           0           0           0           0
11 1993            0           0           0           0           0           0
12 TOTAL           0           0           0           0           0           0

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR           0           0           0           0           0         XXX
02 1984            0           0           0           0           0           0
03 1985            0           0           0           0           0           0
04 1986            0           0           0           0           0           0
05 1987            0           0           0           0           0           0
06 1988            0           0           0           0           0           0
07 1989            0           0           0           0           0           0
08 1990            0           0           0           0           0           0
09 1991            0           0           0           0           0           0
10 1992            0           0           0           0           0           0
11 1993            0           0           0           0           0           0
12 TOTAL           0           0           0           0           0         XXX

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX           0
02 1984            0           0        .000        .000        .000           0
03 1985            0           0        .000        .000        .000           0
04 1986            0           0        .000        .000        .000           0
05 1987            0           0        .000        .000        .000           0
06 1988            0           0        .000        .000        .000           0
07 1989            0           0        .000        .000        .000           0
08 1990            0           0        .000        .000        .000           0
09 1991            0           0        .000        .000        .000           0
10 1992            0           0        .000        .000        .000           0
11 1993            0           0        .000        .000        .000           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX           0           0
02 1984            0        .000           0           0
03 1985            0        .000           0           0
04 1986            0        .000           0           0
05 1987            0        .000           0           0
06 1988            0        .000           0           0
07 1989            0        .000           0           0
08 1990            0        .000           0           0
09 1991            0        .000           0           0
10 1992            0        .000           0           0
11 1993            0        .000           0           0
12 TOTAL           0         XXX           0           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1G             - SPECIAL LIABILITY
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX         146         260          -2
02 1984       23,099       7,917      15,182      20,810      10,825       3,912
03 1985       24,489       8,104      16,385      11,232       2,976       1,133
04 1986       26,838       9,788      17,050      10,889       2,977       1,153
05 1987       27,156      10,333      16,823      14,761       6,049       1,165
06 1988       26,945       9,988      16,957      13,460       4,032       1,298
07 1989       26,814       9,533      17,281      17,853       6,850       1,402
08 1990       32,940      10,983      21,957      26,063      10,797       1,910
09 1991       40,571      13,499      27,072      24,762       8,589       1,861
10 1992       55,676      17,701      37,975      43,542      21,576       1,842
11 1993       73,081      24,753      48,328      20,051       3,264       1,060
12 TOTAL         XXX         XXX         XXX     203,569      78,195      16,734

SCHEDULE P - PART 1G             - SPECIAL LIABILITY
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR         -10           0          16         -90         XXX       2,066
02 1984        2,660       1,494         837      12,074         XXX         369
03 1985          266       1,298         668       9,791         XXX         146
04 1986          169       1,444         555       9,451         XXX         128
05 1987          304       1,774         670      10,243         XXX         222
06 1988          386       1,074         880      11,220         XXX         376
07 1989          259       1,758         936      13,082         XXX         838
08 1990          412       1,460         976      17,740         XXX       1,158
09 1991          411       1,070         909      18,532         XXX       1,527
10 1992          406       1,251       1,388      24,790         XXX       8,288
11 1993          141         469       1,544      19,250         XXX      16,507
12 TOTAL       5,404      13,092       9,379     146,083         XXX      31,625

SCHEDULE P - PART 1G             - SPECIAL LIABILITY
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR         273         979          84          36           1           0
02 1984          204          38           0          41          27           0
03 1985            4         504           0           4           0           0
04 1986            2          10           0           7           0           0
05 1987           67          15          -3           6           4           0
06 1988           19         583           0          13           0           4
07 1989          299          49         -10          45          21           3
08 1990          201         128          45          62           6          15
09 1991          269         208         123         131          11          63
10 1992        4,269        -453          32         553         210          72
11 1993        8,182         526         671       1,341         523         478
12 TOTAL      13,789       2,587         942       2,239         803         635

SCHEDULE P - PART 1G             - SPECIAL LIABILITY
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR           0           0          59       2,789          41         XXX
02 1984            0           0           0         219           3      26,068
03 1985            0           0           3         653           3      13,750
04 1986            0           3           2         147           4      12,791
05 1987            0          11           1         178           1      16,877
06 1988            0          19          77       1,041           6      16,742
07 1989            0          56          11         639          18      21,210
08 1990           17         145          25       1,123          46      30,421
09 1991           45         305          46       1,531         100      29,604
10 1992           52         716         108       4,007         327      55,527
11 1993          224       2,798         516       9,770         956      42,298
12 TOTAL         338       4,053         848      22,097       1,505         XXX

SCHEDULE P - PART 1G             - SPECIAL LIABILITY
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         225
02 1984       13,772      12,294     112.853     173.954      80.977           0
03 1985        3,288      10,453      56.147      40.572      63.796           0
04 1986        3,182       9,600      47.660      32.509      56.304           0
05 1987        6,447      10,429      62.148      62.392      61.992           0
06 1988        4,470      12,270      62.133      44.753      72.359           0
07 1989        7,480      13,729      79.100      78.464      79.445           0
08 1990       11,550      18,870      92.352     105.162      85.940           0
09 1991        9,518      20,078      72.968      70.508      74.165           0
10 1992       26,722      28,804      99.732     150.963      75.849           0
11 1993       13,256      29,034      57.878      53.553      60.076           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX         225

SCHEDULE P - PART 1G             - SPECIAL LIABILITY
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX       2,469          94
02 1984            0        .000         204          15
03 1985            0        .000         646           7
04 1986            0        .000         137           9
05 1987            0        .000         174           3
06 1988            0        .000         939          94
07 1989            0        .000         600          38
08 1990            0        .000       1,043          79
09 1991            0        .000       1,345         185
10 1992            0        .000       3,535         472
11 1993            0        .000       8,174       1,587
12 TOTAL           0         XXX      19,301       2,600
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX      46,623      21,102      11,235
02 1984       85,966      36,218      49,748     101,720      53,514      27,452
03 1985      183,176      77,303     105,873     179,948     119,919      36,409
04 1986      394,829     141,109     253,720     128,762      64,027      25,946
05 1987      330,168     101,767     228,401      76,167      26,862      14,737
06 1988      248,824      76,340     172,484      73,739      26,119      12,289
07 1989      190,993      69,778     121,215      36,261       7,554       5,405
08 1990      195,423      61,458     133,965      32,314       8,039       4,015
09 1991      186,290      49,418     136,872      27,496       7,071       2,788
10 1992      181,218      61,384     119,834      16,993       6,594       2,326
11 1993      218,303     102,953     115,350       8,228       5,509         704
12 TOTAL         XXX         XXX         XXX     728,251     346,310     143,306

SCHEDULE P - PART 1H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR       4,713          10         843      32,886         XXX     109,234
02 1984       13,716         696       4,326      66,268       9,533       7,638
03 1985       15,832         621       5,448      86,054      12,284      18,276
04 1986        9,882         633       5,298      86,097      10,769       7,547
05 1987        2,136         560       4,742      66,648       8,050       6,247
06 1988          850       1,866       6,564      65,623       6,463       4,160
07 1989       -1,155         130       5,525      40,792       7,685       6,871
08 1990       -2,654         732       4,022      34,966       4,636      11,772
09 1991         -114         190       3,462      26,789       4,279      15,689
10 1992          254          57       2,479      14,950       5,164      17,612
11 1993           75          12       2,172       5,520       2,998      12,290
12 TOTAL      43,535       5,507      44,881     526,593         XXX     217,383

SCHEDULE P - PART 1H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR      25,503      47,454      24,274      10,599       3,254       8,487
02 1984        5,011      11,252       4,688       2,242       1,470         902
03 1985       13,432      12,543       7,380       2,335         944       1,330
04 1986        2,576      16,415       8,826       1,153         391       1,599
05 1987        2,209      17,241       8,873         942         126       2,427
06 1988          513      42,040       8,038       1,116         146       8,606
07 1989        1,710      38,424       9,668       1,222         270       7,057
08 1990        3,664      50,104       9,282       2,724         871       9,406
09 1991        2,399      61,475       7,538       4,223         815       9,539
10 1992        1,564      61,298       9,435       4,442         544       9,770
11 1993        3,002     153,689      76,437       3,425         683      18,254
12 TOTAL      61,616     511,973     174,467      34,474       9,544      77,403

SCHEDULE P - PART 1H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR       3,559           0       4,276     123,468       1,668         XXX
02 1984          110           0       1,196      11,960          87     157,224
03 1985          634           0         377      12,464         229     257,206
04 1986          891          82         652      14,690         159     188,038
05 1987        1,176          95       1,089      15,560         149     124,067
06 1988        2,880         171       1,622      45,967         143     150,927
07 1989        3,002         261       1,320      40,249         223     103,007
08 1990        4,357          51       2,154      57,985         312     117,773
09 1991        4,043         215       2,252      78,398         447     128,228
10 1992        3,699          50       2,733      80,619         551     118,859
11 1993        8,791          12       6,011     104,761         986     207,984
12 TOTAL      33,162         942      23,717     586,166       4,962         XXX

SCHEDULE P - PART 1H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX       8,574
02 1984       78,980      78,244     182.891     218.068     157.281           0
03 1985      158,686      98,520     140.415     205.278      93.055           0
04 1986       87,235     100,803      47.625      61.821      39.730           0
05 1987       41,846      82,221      37.577      41.119      35.999           0
06 1988       39,328     111,599      60.656      51.517      64.701           0
07 1989       21,958      81,049      53.932      31.468      66.864           0
08 1990       24,807      92,966      60.266      40.364      69.396           0
09 1991       23,033     105,195      68.832      46.609      76.856           0
10 1992       23,281      95,578      65.589      37.927      79.759           0
11 1993       97,679     110,305      95.273      94.877      95.626           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX       8,574

SCHEDULE P - PART 1H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX      98,336      16,549
02 1984            0        .000       9,197       2,761
03 1985            0        .000      10,001       2,456
04 1986            0        .000      12,560       2,122
05 1987            0        .000      12,398       3,154
06 1988            0        .000      37,648       8,319
07 1989            0        .000      33,916       6,333
08 1990            0        .000      48,929       9,055
09 1991            0        .000      67,226      11,163
10 1992            0        .000      67,903      12,708
11 1993            0        .000      86,538      18,198
12 TOTAL           0         XXX     484,652      92,818
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX           0           0           0
02 1984            0           0           0           0           0           0
03 1985        8,242       5,981       2,261         199         125          77
04 1986       28,619      13,637      14,982       2,093       1,005         586
05 1987       78,091      26,909      51,181      29,080      12,255       3,965
06 1988       78,758      22,127      56,623      15,498       3,073       2,594
07 1989       65,765      13,184      52,573      15,396       6,529       4,301
08 1990       73,167      15,048      58,118      22,048       6,144       1,629
09 1991       78,659      10,216      68,435       3,494         714       1,101
10 1992       93,702      11,241      82,461       8,982         183         435
11 1993      109,152       9,590      99,561          37           4          35
12 TOTAL         XXX         XXX         XXX      96,827      30,032      14,723

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR           0           0           0           0         XXX           0
02 1984            0           0           0           0           0           0
03 1985           48           0           0         103          31           0
04 1986          243           0           0       1,431         102           0
05 1987          996           5       1,084      20,871         328          99
06 1988          507           3         473      14,978         278       3,053
07 1989        1,325           4         756      12,601         239      10,917
08 1990          281           4       1,313      18,565         353      35,628
09 1991          155           0       1,030       4,754         513      10,640
10 1992           21           0       1,987      11,208         633      13,859
11 1993           23           0       1,118       1,164         325      10,760
12 TOTAL       3,599          16       7,761      85,680         XXX      84,956

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985            0           0           0           0           0           0
04 1986            0           0           0          74          11           0
05 1987           17         853         121          33          12         333
06 1988        1,490         210          47         751         367          79
07 1989        3,212         652         139       2,691         790         239
08 1990        9,948       1,822         548       8,526       2,463         656
09 1991        1,131      29,615         930       2,123         234         817
10 1992           56      28,961       1,727       3,054          12       1,328
11 1993           90      48,184         590       2,620          16       1,725
12 TOTAL      15,944     110,297       4,102      19,872       3,905       5,177

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR           0           0           0           0           0         XXX
02 1984            0           0           0           0           0           0
03 1985            0           0           0           0           0         276
04 1986            0           0           0          63           1       2,753
05 1987           47           0         145       1,273           4      35,642
06 1988           18           0         179       2,349           9      22,941
07 1989           53           0         489      10,800          12      35,654
08 1990          213           0       1,518      34,979          89      73,766
09 1991          360           0         697      41,230         119      49,767
10 1992          665           0       1,046      45,795         212      60,004
11 1993          185           0       1,476      63,898         278      66,019
12 TOTAL       1,541           0       5,550     200,387         724         XXX

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX           0
02 1984            0           0        .000        .000        .000           0
03 1985          173         103       3.349       2.892       4.556           0
04 1986        1,259       1,494       9.619       9.232       9.972           0
05 1987       13,487      22,155      45.642      50.121      43.288           0
06 1988        5,604      17,337      29.128      25.327      30.618           0
07 1989       12,245      23,409      54.214      92.878      44.527           0
08 1990       20,214      53,552     100.819     134.330      92.144           0
09 1991        3,767      46,000      63.269      36.874      67.217           0
10 1992        2,992      57,012      64.037      26.617      69.138           0
11 1993          955      65,064      60.484       9.958      65.351           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX           0           0
02 1984            0        .000           0           0
03 1985            0        .000           0           0
04 1986            0        .000           0          63
05 1987            0        .000         814         452
06 1988            0        .000       1,718         623
07 1989            0        .000       8,223       2,576
08 1990            0        .000      26,947       8,024
09 1991            0        .000      38,178       3,043
10 1992            0        .000      41,036       4,750
11 1993            0        .000      58,263       5,627
12 TOTAL           0         XXX     175,179      25,158
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1I             - SPECIAL PROPERTY
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX        -134      -1,839       1,434
02 1992      176,229      40,571     135,658     120,758      47,091       2,591
03 1993      215,610      55,389     160,221      90,714      29,737       1,592
04 TOTAL         XXX         XXX         XXX     211,338      74,989       5,617

SCHEDULE P - PART 1I             - SPECIAL PROPERTY
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR          79         302          48       3,108         XXX       7,574
02 1992          395         613       2,540      78,403         XXX      11,528
03 1993          333         304       2,121      64,357         XXX      36,544
04 TOTAL         807       1,219       4,709     145,868         XXX      55,654

SCHEDULE P - PART 1I             - SPECIAL PROPERTY
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR         591       4,870       1,356         425          23         417
02 1992        3,664       1,279         908         375          27          30
03 1993       17,173      34,818      19,864       1,219         286       1,235
04 TOTAL      21,437      40,974      22,137       2,021         339       1,684

SCHEDULE P - PART 1I             - SPECIAL PROPERTY
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR         196         502         338      11,464          33         XXX
02 1992            9         350         316       8,913          63     140,812
03 1993          479         569       1,244      37,259         855     170,912
04 TOTAL         686       1,429       1,900      57,644         950         XXX

SCHEDULE P - PART 1I             - SPECIAL PROPERTY
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX          63
02 1992       53,487      87,324      79.902     131.835      64.370           0
03 1993       69,294     101,617      79.269     125.104      63.423           0
04 TOTAL         XXX         XXX         XXX         XXX         XXX          63

SCHEDULE P - PART 1I             - SPECIAL PROPERTY
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX      10,432         960
02 1992            0        .000       8,226         685
03 1993            0        .000      34,324       2,926
04 TOTAL           0         XXX      52,991       4,588
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1J             - AUTO PHYSICAL DAMAGE
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX        -148         286         687
02 1992      146,278      31,244     115,034      71,859      13,508       2,044
03 1993      146,411      41,827     104,584      70,150      16,274       1,379
04 TOTAL         XXX         XXX         XXX     141,861      30,068       4,110

SCHEDULE P - PART 1J             - AUTO PHYSICAL DAMAGE
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR         183         952          23          93         XXX          48
02 1992          303       6,036       6,723      66,815      47,385         172
03 1993          389       3,807       3,405      58,271      46,997       6,395
04 TOTAL         875      10,795      10,151     125,179         XXX       6,616

SCHEDULE P - PART 1J             - AUTO PHYSICAL DAMAGE
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR          14         753         101          24          22          -3
02 1992           47        -393         153          32          26          22
03 1993        3,026       4,761       2,238         670         554         306
04 TOTAL       3,088       5,122       2,501         726         602         326

SCHEDULE P - PART 1J             - AUTO PHYSICAL DAMAGE
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR           3         881          73         754          43         XXX
02 1992            4         797          19        -377          44      80,980
03 1993          201       4,492       1,288       7,394       2,737      88,728
04 TOTAL         209       6,178       1,381       7,771       2,824         XXX

SCHEDULE P - PART 1J             - AUTO PHYSICAL DAMAGE
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX           0
02 1992       14,534      66,445      55.360      46.517      57.761           0
03 1993       23,054      65,666      60.602      55.117      62.787           0
04 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1J             - AUTO PHYSICAL DAMAGE
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX         686          66
02 1992            0        .000        -422          44
03 1993            0        .000       5,876       1,510
04 TOTAL           0         XXX       6,147       1,623
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1K             - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX        -878        -257         874
02 1992       32,728       6,996      25,732      10,599       2,493       1,388
03 1993       39,019       7,847      31,172       8,748       2,241         550
04 TOTAL         XXX         XXX         XXX      18,469       4,477       2,812

SCHEDULE P - PART 1K             - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR         276         206           0         -23         XXX       1,967
02 1992          197          12         872      10,169         XXX         772
03 1993          105           0         657       7,609         XXX      -1,747
04 TOTAL         578         218       1,529      17,755         XXX         991

SCHEDULE P - PART 1K             - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR         540        -170         -29         221          42          11
02 1992           13          11           0        -334        -137          14
03 1993         -772       2,246         308          42           0         345
04 TOTAL        -219       2,086         279         -68         -93         372

SCHEDULE P - PART 1K             - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR           1         338         191       1,669         272         XXX
02 1992            2          81          19         606         191      13,391
03 1993           75         229         243       1,517         327      11,203
04 TOTAL          79         650         456       3,801         798         XXX

SCHEDULE P - PART 1K             - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX           0
02 1992        2,601      10,782      40.916      37.178      41.901           0
03 1993        2,060       9,134      28.711      26.252      29.301           0
04 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1K             - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX       1,286         382
02 1992            0        .000         770        -164
03 1993            0        .000         953         576
04 TOTAL           0         XXX       3,019         794
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1L             - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX        -428        -225           0
02 1992        7,067       3,961       3,106       1,248         731           0
03 1993        8,385       3,298       5,087         386         187           0
04 TOTAL         XXX         XXX         XXX       1,206         693           0

SCHEDULE P - PART 1L             - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR           0           0          17        -186         XXX           0
02 1992            0           0          34         551         XXX          47
03 1993            0           0          10         209         XXX       1,483
04 TOTAL           0           0          61         574         XXX       1,532

SCHEDULE P - PART 1L             - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR           0           0           0           0           0           0
02 1992           23         496         321           0           0           0
03 1993          560       1,526         395           0           0           0
04 TOTAL         584       2,030         718           0           0           0

SCHEDULE P - PART 1L             - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR           0           0           0           0           0         XXX
02 1992            0           0           0         197           0       1,828
03 1993            0           0           0       2,053           0       3,416
04 TOTAL           0           0           0       2,252           0         XXX

SCHEDULE P - PART 1L             - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX           0
02 1992        1,085         741      25.866      27.392      23.857           0
03 1993        1,152       2,262      40.739      34.930      44.466           0
04 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1L             - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX           0           0
02 1992            0        .000         197           0
03 1993            0        .000       2,053           0
04 TOTAL           0         XXX       2,252           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1M             - INTERNATIONAL
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX         151          36           0
02 1984          -85           0         -85           0           0           0
03 1985          -97         -21         -76           0           0           0
04 1986         -222          -9        -213           0           0           0
05 1987          154           3         151           0           0           0
06 1988          159           8         151           0           0           0
07 1989          -12          -1         -11           0           0           0
08 1990          -13          -1         -12           0           0           0
09 1991            2           0           2           0           0           0
10 1992           16           1          15           0           0           0
11 1993            3           0           3           0           0           0
12 TOTAL         XXX         XXX         XXX         151          36           0

SCHEDULE P - PART 1M             - INTERNATIONAL
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR           0           0          40         155         XXX       3,364
02 1984            0           0           0           0         XXX           0
03 1985            0           0           0           0         XXX           0
04 1986            0           0           0           0         XXX           0
05 1987            0           0           0           0         XXX           0
06 1988            0           0           0           0         XXX           0
07 1989            0           0           0           0         XXX           0
08 1990            0           0           0           0         XXX           0
09 1991            0           0           0           0         XXX           0
10 1992            0           0           0           0         XXX           0
11 1993            0           0           0           0         XXX           0
12 TOTAL           0           0          40         155         XXX       3,364

SCHEDULE P - PART 1M             - INTERNATIONAL
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR         852         921          69           0           0           0
02 1984            0           0           0           0           0           0
03 1985            0           0           0           0           0           0
04 1986            0           0           0           0           0           0
05 1987            0           0           0           0           0           0
06 1988            0           0           0           0           0           0
07 1989            0           0           0           0           0           0
08 1990            0           0           0           0           0           0
09 1991            0           0           0           0           0           0
10 1992            0           0           0           0           0           0
11 1993            0           0           0           0           0           0
12 TOTAL         852         921          69           0           0           0

SCHEDULE P - PART 1M             - INTERNATIONAL
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR           0           0         234       3,598         286         XXX
02 1984            0           0           0           0           0           0
03 1985            0           0           0           0           0           0
04 1986            0           0           0           0           0           0
05 1987            0           0           0           0           0           0
06 1988            0           0           0           0           0           0
07 1989            0           0           0           0           0           0
08 1990            0           0           0           0           0           0
09 1991            0           0           0           0           0           0
10 1992            0           0           0           0           0           0
11 1993            0           0           0           0           0           0
12 TOTAL           0           0         234       3,598         286         XXX

SCHEDULE P - PART 1M             - INTERNATIONAL
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX           0
02 1984            0           0        .000        .000        .000           0
03 1985            0           0        .000        .000        .000           0
04 1986            0           0        .000        .000        .000           0
05 1987            0           0        .000        .000        .000           0
06 1988            0           0        .000        .000        .000           0
07 1989            0           0        .000        .000        .000           0
08 1990            0           0        .000        .000        .000           0
09 1991            0           0        .000        .000        .000           0
10 1992            0           0        .000        .000        .000           0
11 1993            0           0        .000        .000        .000           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1M             - INTERNATIONAL
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX       3,364         234
02 1984            0        .000           0           0
03 1985            0        .000           0           0
04 1986            0        .000           0           0
05 1987            0        .000           0           0
06 1988            0        .000           0           0
07 1989            0        .000           0           0
08 1990            0        .000           0           0
09 1991            0        .000           0           0
10 1992            0        .000           0           0
11 1993            0        .000           0           0
12 TOTAL           0         XXX       3,364         234
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1N             - REINSURANCE A
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 1988            0           0           0           0           0           0
02 1989            0           0           0           0           0           0
03 1990            0           0           0           0           0           0
04 1991            0           0           0           0           0           0
05 1992            0           0           0           0           0           0
06 1993           61           2          59           0           0           0
07 TOTAL         XXX         XXX         XXX           0           0           0

SCHEDULE P - PART 1N             - REINSURANCE A
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 1988            0           0           0           0         XXX           0
02 1989            0           0           0           0         XXX           0
03 1990            0           0           0           0         XXX           0
04 1991            0           0           0           0         XXX           0
05 1992            0           0           0           0         XXX           0
06 1993            0           0           0           0         XXX           0
07 TOTAL           0           0           0           0         XXX           0

SCHEDULE P - PART 1N             - REINSURANCE A
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 1988            0           0           0           0           0           0
02 1989            0           0           0           0           0           0
03 1990            0           0           0           0           0           0
04 1991            0           0           0           0           0           0
05 1992            0           0           0           0           0           0
06 1993            0           0           0           0           0           0
07 TOTAL           0           0           0           0           0           0

SCHEDULE P - PART 1N             - REINSURANCE A
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 1988            0           0           0           0         XXX           0
02 1989            0           0           0           0         XXX           0
03 1990            0           0           0           0         XXX           0
04 1991            0           0           0           0         XXX           0
05 1992            0           0           0           0         XXX           0
06 1993            0           0           0           0         XXX           0
07 TOTAL           0           0           0           0         XXX         XXX

SCHEDULE P - PART 1N             - REINSURANCE A
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 1988            0           0        .000        .000        .000           0
02 1989            0           0        .000        .000        .000           0
03 1990            0           0        .000        .000        .000           0
04 1991            0           0        .000        .000        .000           0
05 1992            0           0        .000        .000        .000           0
06 1993            0           0        .000        .000        .000           0
07 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1N             - REINSURANCE A
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 1988            0        .000           0           0
02 1989            0        .000           0           0
03 1990            0        .000           0           0
04 1991            0        .000           0           0
05 1992            0        .000           0           0
06 1993            0        .000           0           0
07 TOTAL           0         XXX           0           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1O             - REINSURANCE B
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 1988        1,990           0       1,990           0           0           0
02 1989          612       1,823      -1,211           0           0           0
03 1990          231           7         224           0           0           0
04 1991         -326          -8        -318           0           0           0
05 1992          134           0         134           0           0           0
06 1993          516           0         516           0           0           0
07 TOTAL         XXX         XXX         XXX           0           0           0

SCHEDULE P - PART 1O             - REINSURANCE B
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 1988            0           0           0           0         XXX           0
02 1989            0           0           0           0         XXX           0
03 1990            0           0           0           0         XXX           0
04 1991            0           0           0           0         XXX           0
05 1992            0           0           0           0         XXX           0
06 1993            0           0           0           0         XXX           0
07 TOTAL           0           0           0           0         XXX           0

SCHEDULE P - PART 1O             - REINSURANCE B
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 1988            0           0           0           0           0           0
02 1989            0           0           0           0           0           0
03 1990            0           0           0           0           0           0
04 1991            0           0           0           0           0           0
05 1992            0           0           0           0           0           0
06 1993            0           0           0           0           0           0
07 TOTAL           0           0           0           0           0           0

SCHEDULE P - PART 1O             - REINSURANCE B
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 1988            0           0           0           0         XXX           0
02 1989            0           0           0           0         XXX           0
03 1990            0           0           0           0         XXX           0
04 1991            0           0           0           0         XXX           0
05 1992            0           0           0           0         XXX           0
06 1993            0           0           0           0         XXX           0
07 TOTAL           0           0           0           0         XXX         XXX

SCHEDULE P - PART 1O             - REINSURANCE B
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 1988            0           0        .000        .000        .000           0
02 1989            0           0        .000        .000        .000           0
03 1990            0           0        .000        .000        .000           0
04 1991            0           0        .000        .000        .000           0
05 1992            0           0        .000        .000        .000           0
06 1993            0           0        .000        .000        .000           0
07 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1O             - REINSURANCE B
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 1988            0        .000           0           0
02 1989            0        .000           0           0
03 1990            0        .000           0           0
04 1991            0        .000           0           0
05 1992            0        .000           0           0
06 1993            0        .000           0           0
07 TOTAL           0         XXX           0           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1P             - REINSURANCE C
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 1988            0           0           0           0           0           0
02 1989            0           0           0           0           0           0
03 1990            0           0           0           0           0           0
04 1991            0           0           0           0           0           0
05 1992            0           0           0           0           0           0
06 1993            0           0           0           0           0           0
07 TOTAL         XXX         XXX         XXX           0           0           0

SCHEDULE P - PART 1P             - REINSURANCE C
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 1988            0           0           0           0         XXX           0
02 1989            0           0           0           0         XXX           0
03 1990            0           0           0           0         XXX           0
04 1991            0           0           0           0         XXX           0
05 1992            0           0           0           0         XXX           0
06 1993            0           0           0           0         XXX           0
07 TOTAL           0           0           0           0         XXX           0

SCHEDULE P - PART 1P             - REINSURANCE C
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 1988            0           0           0           0           0           0
02 1989            0           0           0           0           0           0
03 1990            0           0           0           0           0           0
04 1991            0           0           0           0           0           0
05 1992            0           0           0           0           0           0
06 1993            0           0           0           0           0           0
07 TOTAL           0           0           0           0           0           0

SCHEDULE P - PART 1P             - REINSURANCE C
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 1988            0           0           0           0         XXX           0
02 1989            0           0           0           0         XXX           0
03 1990            0           0           0           0         XXX           0
04 1991            0           0           0           0         XXX           0
05 1992            0           0           0           0         XXX           0
06 1993            0           0           0           0         XXX           0
07 TOTAL           0           0           0           0         XXX         XXX

SCHEDULE P - PART 1P             - REINSURANCE C
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 1988            0           0        .000        .000        .000           0
02 1989            0           0        .000        .000        .000           0
03 1990            0           0        .000        .000        .000           0
04 1991            0           0        .000        .000        .000           0
05 1992            0           0        .000        .000        .000           0
06 1993            0           0        .000        .000        .000           0
07 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1P             - REINSURANCE C
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 1988            0        .000           0           0
02 1989            0        .000           0           0
03 1990            0        .000           0           0
04 1991            0        .000           0           0
05 1992            0        .000           0           0
06 1993            0        .000           0           0
07 TOTAL           0         XXX           0           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1Q             - REINSURANCE D
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX         531           0          56
02 1984            2           0           2           0           0           0
03 1985        1,104           0       1,104       1,820         104          15
04 1986        1,995           0       1,995       1,692         224          13
05 1987        7,255       3,615       3,640      34,717      28,008      15,306
06 TOTAL         XXX         XXX         XXX      38,760      28,336      15,390

SCHEDULE P - PART 1Q             - REINSURANCE D
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR           0           0          17         604         XXX       1,790
02 1984            0           0           0           0         XXX           0
03 1985            0           0           0       1,731         XXX         335
04 1986            0           0           0       1,481         XXX         401
05 1987       12,697       2,447         411       9,729         XXX      13,389
06 TOTAL      12,697       2,447         428      13,545         XXX      15,915

SCHEDULE P - PART 1Q             - REINSURANCE D
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR           0         713           0         137           0          15
02 1984            0           0           0           0           0           0
03 1985            0           0           0           0           0           0
04 1986            0       1,498           0           0           0           0
05 1987       12,254      11,950      11,950         502         502         448
06 TOTAL      12,254      14,161      11,950         639         502         463

SCHEDULE P - PART 1Q             - REINSURANCE D
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR           0           0          54       2,709         XXX         XXX
02 1984            0           0           0           0         XXX           0
03 1985            0           0           0         335         XXX       2,170
04 1986            0           0           0       1,899         XXX       3,604
05 1987          448           0           0       1,135         XXX      76,723
06 TOTAL         448           0          54       6,078         XXX         XXX

SCHEDULE P - PART 1Q             - REINSURANCE D
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX           0
02 1984            0           0        .000        .000        .000           0
03 1985          104       2,066     196.557        .000     187.137           0
04 1986          224       3,380     180.651        .000     169.423           0
05 1987       65,859      10,864   1,057.518   1,821.825     298.461           0
06 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1Q             - REINSURANCE D
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX       2,503         206
02 1984            0        .000           0           0
03 1985            0        .000         335           0
04 1986            0        .000       1,899           0
05 1987            0        .000       1,135           0
06 TOTAL           0         XXX       5,872         206
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX       6,852       4,584       3,247
02 1984        9,189       2,237       6,952      18,760      13,229       6,437
03 1985       35,993      20,744      15,249      25,366      17,748       6,714
04 1986      113,257      52,165      61,092      33,593      20,061       6,890
05 1987      108,076      37,961      70,115      12,466       7,690       1,729
06 1988       63,562      26,777      36,785      12,527       9,031       2,311
07 1989       39,865      19,528      20,337       7,307       4,827       1,438
08 1990       33,225      16,590      16,635       3,818       3,569         846
09 1991       24,227      14,289       9,938         610       1,041         633
10 1992       11,496       2,391       9,105         478         204          85
11 1993       19,047       8,204      10,843          94         121          26
12 TOTAL         XXX         XXX         XXX     121,871      82,105      30,356

SCHEDULE P - PART 1R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR       3,948           0         469       2,036         XXX      24,855
02 1984        2,976         237         597       9,589         915       3,529
03 1985        3,256          50         661      11,737       1,262       1,437
04 1986        2,531         104         937      18,828       1,004       3,520
05 1987          477         142         121       6,149         607       1,265
06 1988          473         121      -2,270       3,064         317       1,421
07 1989          781         234         540       3,677         238       1,555
08 1990          324         707         516       1,287         278       2,182
09 1991          740       1,697         759         221         229       1,174
10 1992            4       1,796         423         778         199       2,934
11 1993            5         822         264         258         166       1,134
12 TOTAL      15,515       5,910       3,017      57,624         XXX      45,045

SCHEDULE P - PART 1R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR      13,035      17,438      13,429       3,290       1,778       7,104
02 1984        1,977       1,693       1,115         322          41          59
03 1985          898       3,054       1,725         399         166         327
04 1986        1,332       6,275       3,237         262          82         970
05 1987           60       6,363       3,178         214          51       1,218
06 1988          518       6,191       3,611       1,434         102       1,214
07 1989          753       7,272       2,869         922         150       1,280
08 1990          971      14,227       5,086       1,381         310       2,585
09 1991          587      10,664       4,446       1,086         175       2,374
10 1992        1,954       5,644       1,970         603         380       1,946
11 1993        1,050       8,465       4,335         571         256       2,040
12 TOTAL      23,159      87,326      45,019      10,521       3,507      21,130

SCHEDULE P - PART 1R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR       3,227           0       2,916      24,128         877         XXX
02 1984           27           0         111       2,555          27      31,658
03 1985          151           0         110       2,387         138      38,153
04 1986          517           7         147       6,005          97      52,664
05 1987          558          16         145       5,360          60      23,492
06 1988          754          27         175       5,446          42      21,966
07 1989          697           9         168       6,735          30      20,707
08 1990        1,627         357         421      12,809          53      26,219
09 1991        1,660         235         241       8,687          39      18,088
10 1992          711         417         378       6,489          43      12,926
11 1993        1,221         494         636       5,992          30      13,744
12 TOTAL      11,162       1,577       5,464      86,639       1,436         XXX

SCHEDULE P - PART 1R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX          56
02 1984       19,504      12,154     344.521     871.882     174.827           0
03 1985       24,011      14,142     106.001     115.749      92.741           0
04 1986       27,821      24,843      46.500      53.333      40.665           0
05 1987       11,975      11,517      21.737      31.546      16.426           0
06 1988       13,465       8,501      34.558      50.286      23.110           0
07 1989       10,292      10,415      51.943      52.704      51.212           0
08 1990       12,111      14,108      78.913      73.002      84.809           0
09 1991        9,178       8,910      74.661      64.231      89.656           0
10 1992        5,647       7,279     112.439     236.177      79.945           0
11 1993        7,492       6,252      72.158      91.321      57.659           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX          56

SCHEDULE P - PART 1R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX      15,767       8,297
02 1984            0        .000       2,123         424
03 1985            0        .000       1,867         519
04 1986            0        .000       5,226         779
05 1987            0        .000       4,391         969
06 1988            0        .000       3,477       1,969
07 1989            0        .000       5,204       1,522
08 1990            0        .000      10,352       2,457
09 1991            0        .000       6,812       1,873
10 1992            0        .000       4,654       1,835
11 1993            0        .000       4,213       1,772
12 TOTAL           0         XXX      64,086      22,416
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX           0           0           0
02 1984            0           0           0           0           0           0
03 1985          814         589         225           0           0           0
04 1986        6,129       2,629       3,500           5           1           4
05 1987       14,442       3,545      10,895       2,031         258       1,848
06 1988       13,124       3,125       9,998       1,111       2,057         627
07 1989       10,081       2,154       7,918       1,332         370         588
08 1990        7,976       1,479       6,488       2,699         905         514
09 1991        9,561       2,034       7,525         806         152         658
10 1992        7,463       3,212       4,250         435          82         294
11 1993        3,862       2,706       1,148           7           0           4
12 TOTAL         XXX         XXX         XXX       8,426       3,825       4,537

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR           0           0           0           0         XXX           0
02 1984            0           0           0           0           0           0
03 1985            0           0           0           0           2           0
04 1986            1           0           0           7          19           0
05 1987           62           0         248       3,814         137         907
06 1988           80           0         130        -254         124         520
07 1989           17           0          95       1,629         172          49
08 1990          161           0          32       2,179          98       1,198
09 1991          202           0          38       1,155         372         531
10 1992           78           0          46         613          75       1,250
11 1993            0           0          39          52          66         416
12 TOTAL         601           0         628       9,165         XXX       4,871

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985            0           0           0           0           0           0
04 1986            0           0           0           0           0           0
05 1987          496         163           0         224         122           0
06 1988           11       2,187           3           8           5           2
07 1989            0       2,129         500           3           0           6
08 1990          545         753         102          50           0          15
09 1991          287       2,785         901          99          55          93
10 1992          663       2,132         765         313         121          52
11 1993           28         685         447         123           7          79
12 TOTAL       2,030      10,834       2,718         820         310         247

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR           0           0           0           0           0         XXX
02 1984            0           0           0           0           0           0
03 1985            0           0           0           0           0           0
04 1986            0           0           0           0           0           9
05 1987            0           0          20         698           4       5,485
06 1988            1           0           0       2,699           2       4,607
07 1989            2           0           1       1,680           1       4,216
08 1990            3           0          29       1,396           4       5,303
09 1991           12           0          28       2,280          40       5,069
10 1992           18           0          56       2,231          16       4,585
11 1993           43           0          63         842          34       1,437
12 TOTAL          79           0         197      11,826         101         XXX

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX           0
02 1984            0           0        .000        .000        .000           0
03 1985            0           0        .000        .000        .000           0
04 1986            2           7        .147        .076        .200           0
05 1987          964       4,521      37.980      27.193      41.496           0
06 1988        2,162       2,445      35.104      69.184      24.455           0
07 1989          891       3,325      41.821      41.365      41.993           0
08 1990        1,720       3,583      66.487     116.295      55.225           0
09 1991        1,632       3,437      53.017      80.236      45.674           0
10 1992        1,731       2,854      61.436      53.892      67.153           0
11 1993          534         903      37.209      19.734      78.659           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX           0           0
02 1984            0        .000           0           0
03 1985            0        .000           0           0
04 1986            0        .000           0           0
05 1987            0        .000         575         122
06 1988            0        .000       2,693           5
07 1989            0        .000       1,670           9
08 1990            0        .000       1,301          94
09 1991            0        .000       2,126         153
10 1992            0        .000       1,946         284
11 1993            0        .000         624         217
12 TOTAL           0         XXX      10,935         884
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 2A             - HOMEOWNERS/FARMOWNERS
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR      14,840      15,374      17,086      16,854      16,434      16,476
02 1984       72,148      76,347      76,865      78,015      77,818      77,981
03 1985          XXX      75,268      73,228      74,511      74,447      75,008
04 1986          XXX         XXX      55,177      53,739      53,361      52,182
05 1987          XXX         XXX         XXX      40,587      42,421      41,321
06 1988          XXX         XXX         XXX         XXX      40,465      44,333
07 1989          XXX         XXX         XXX         XXX         XXX      57,853
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL

SCHEDULE P - PART 2A             - HOMEOWNERS/FARMOWNERS
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR      17,176      16,836      16,560      16,377        -175        -451
02 1984       78,322      78,299      78,356      78,351          -4          51
03 1985       75,125      75,108      74,778      74,799          19        -308
04 1986       52,091      52,166      51,838      51,883          44        -274
05 1987       41,539      41,732      41,296      41,164        -131        -568
06 1988       44,720      45,011      44,481      44,582         100        -429
07 1989       62,002      61,858      61,172      61,171          -1        -687
08 1990       51,806      57,280      54,697      55,389         683      -1,882
09 1991          XXX      59,707      61,858      63,051       1,186       3,336
10 1992          XXX         XXX      53,303      52,281      -1,022         XXX
11 1993          XXX         XXX         XXX      56,923         XXX         XXX
12 TOTAL                                                         699      -1,212
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR      44,786      47,319      50,012      51,642      52,519      53,271
02 1984      118,915     127,291     130,906     135,017     136,786     136,252
03 1985          XXX     147,302     151,193     154,965     158,136     159,502
04 1986          XXX         XXX     141,718     138,108     132,733     129,758
05 1987          XXX         XXX         XXX     112,116     104,001     102,787
06 1988          XXX         XXX         XXX         XXX     113,408     107,301
07 1989          XXX         XXX         XXX         XXX         XXX     125,170
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL

SCHEDULE P - PART 2B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR      53,241      53,784      53,019      54,907       1,887       1,115
02 1984      136,516     136,133     136,030     136,071          40         -61
03 1985      158,534     158,227     157,920     157,906         -14        -321
04 1986      129,286     130,085     129,452     128,124      -1,326      -1,954
05 1987      103,460     102,198     101,457     101,960         503        -236
06 1988      108,529     106,694     106,457     107,401         936         700
07 1989      120,336     114,739     116,447     118,293       1,837       3,545
08 1990      147,261     144,974     144,547     146,020       1,473       1,045
09 1991          XXX      96,510      96,887      92,693      -4,193      -3,810
10 1992          XXX         XXX     123,753     112,466     -11,279         XXX
11 1993          XXX         XXX         XXX     116,965         XXX         XXX
12 TOTAL                                                     -10,136          23
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR      80,583      86,895     103,863     106,853     115,817     116,667
02 1984       88,841      86,897      93,296      95,625     100,722      99,683
03 1985          XXX     104,895      96,882      97,227     103,081     104,800
04 1986          XXX         XXX     105,156     105,662     100,327      98,658
05 1987          XXX         XXX         XXX      98,552      96,447      95,526
06 1988          XXX         XXX         XXX         XXX      95,913      96,833
07 1989          XXX         XXX         XXX         XXX         XXX     106,540
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL

SCHEDULE P - PART 2C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR     116,991     116,616     115,153     112,012      -3,141      -4,596
02 1984      100,267      99,724      99,401      99,307         -92        -415
03 1985      105,275     105,057     104,284     104,106        -177        -943
04 1986       98,245      96,934      96,417      95,809        -600      -1,117
05 1987       97,952      94,300      94,096      92,403      -1,692      -1,904
06 1988      101,267      99,097     102,964     101,557      -1,399       2,460
07 1989      112,573     104,035     113,266     114,301       1,028      10,258
08 1990       97,752      90,180     101,701      97,369      -4,324       7,189
09 1991          XXX      81,752      79,404      85,045       5,634       3,292
10 1992          XXX         XXX      71,553      80,757       9,196         XXX
11 1993          XXX         XXX         XXX      95,277         XXX         XXX
12 TOTAL                                                       4,433      14,224
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2D             - WORKERS' COMPENSATION
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR     197,755     212,712     246,447     261,245     273,478     283,681
02 1984      142,459     160,607     171,049     177,710     186,174     189,579
03 1985          XXX     182,028     211,719     225,387     233,326     235,290
04 1986          XXX         XXX     166,651     168,431     172,556     172,480
05 1987          XXX         XXX         XXX     132,874     147,982     150,832
06 1988          XXX         XXX         XXX         XXX     195,690     207,527
07 1989          XXX         XXX         XXX         XXX         XXX     140,474
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL

SCHEDULE P - PART 2D             - WORKERS' COMPENSATION
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR     287,165     293,287     302,272     306,157       3,877      12,862
02 1984      189,220     185,002     186,258     187,413       1,155       2,409
03 1985      235,812     236,297     229,108     228,514        -592      -7,774
04 1986      173,918     176,332     174,312     169,018      -5,293      -7,312
05 1987      156,526     159,281     161,232     154,934      -6,296      -4,346
06 1988      208,891     215,534     218,080     213,930      -4,143      -1,597
07 1989      159,175     164,113     167,773     164,821      -2,952         717
08 1990      142,109     151,780     150,999     145,739      -5,260      -6,040
09 1991          XXX     115,442     134,851     125,731      -9,113      10,288
10 1992          XXX         XXX     101,423     104,473       3,042         XXX
11 1993          XXX         XXX         XXX      74,213         XXX         XXX
12 TOTAL                                                     -25,575        -793
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2E             - COMMERICAL MULTIPLE PERIL
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR      72,705      94,054     113,371     123,188     127,150     133,293
02 1984      173,700     176,660     190,233     201,339     210,974     213,716
03 1985          XXX     154,448     138,040     147,720     152,879     161,809
04 1986          XXX         XXX     118,697     102,760      92,240      91,214
05 1987          XXX         XXX         XXX     112,924      98,801      94,736
06 1988          XXX         XXX         XXX         XXX     127,647     113,091
07 1989          XXX         XXX         XXX         XXX         XXX     128,410
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL

SCHEDULE P - PART 2E             - COMMERICAL MULTIPLE PERIL
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR     135,879     138,785     139,896     141,868       1,971       3,083
02 1984      210,877     211,417     213,253     214,483       1,229       3,065
03 1985      156,952     157,080     156,513     156,670         156        -409
04 1986       88,945      87,053      87,008      85,890      -1,116      -1,162
05 1987       93,102      96,572      97,846      95,415      -2,430      -1,157
06 1988      112,456     116,121     116,442     119,933       3,489       3,804
07 1989      125,315     118,900     121,605     121,286        -311       2,385
08 1990      155,370     143,006     143,269     142,958        -303         -47
09 1991          XXX     162,849     145,587     142,897      -2,682     -19,950
10 1992          XXX         XXX     160,640     138,997     -21,636         XXX
11 1993          XXX         XXX         XXX     115,043         XXX         XXX
12 TOTAL                                                     -21,633     -10,388
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR       1,391       1,472       1,580       1,788       2,073       2,135
02 1984           13          31          53          41          59          28
03 1985          XXX          20          21          23          34           0
04 1986          XXX         XXX           6           5           5           0
05 1987          XXX         XXX         XXX          11           0           0
06 1988          XXX         XXX         XXX         XXX           0           0
07 1989          XXX         XXX         XXX         XXX         XXX           0
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL

SCHEDULE P - PART 2F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR       2,172       2,155       2,250       2,223         -26          67
02 1984           19          17          17          17           0           0
03 1985            0           0           0           0           0           0
04 1986            0           0           0           0           0           0
05 1987            0           0           0           0           0           0
06 1988            0           0           0           0           0           0
07 1989            0           0           0           0           0           0
08 1990            0           0           0           0           0           0
09 1991          XXX           0           0           0           0           0
10 1992          XXX         XXX           0          -1          -1         XXX
11 1993          XXX         XXX         XXX           0         XXX         XXX
12 TOTAL                                                         -27          67
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985          XXX           0           0           0           0           0
04 1986          XXX         XXX           0           0           0           0
05 1987          XXX         XXX         XXX           0           0           0
06 1988          XXX         XXX         XXX         XXX           0           0
07 1989          XXX         XXX         XXX         XXX         XXX           0
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL

SCHEDULE P - PART 2F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985            0           0           0           0           0           0
04 1986            0           0           0           0           0           0
05 1987            0           0           0           0           0           0
06 1988            0           0           0           0           0           0
07 1989            0           0           0           0           0           0
08 1990            0           0           0           0           0           0
09 1991          XXX           0           0           0           0           0
10 1992          XXX         XXX           0           0           0         XXX
11 1993          XXX         XXX         XXX           0         XXX         XXX
12 TOTAL                                                           0           0
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2G             - SPECIAL LIABILITY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR       9,845      14,157      14,775      14,624      13,919      14,448
02 1984       12,290      11,563      11,742      11,724      11,589      11,788
03 1985          XXX       9,621       9,787       9,826       9,929       9,799
04 1986          XXX         XXX       9,159      10,189       9,579       8,991
05 1987          XXX         XXX         XXX       8,543      10,081       9,956
06 1988          XXX         XXX         XXX         XXX       8,948       9,747
07 1989          XXX         XXX         XXX         XXX         XXX      10,115
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL

SCHEDULE P - PART 2G             - SPECIAL LIABILITY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR      15,117      14,454      14,262      14,055        -205        -399
02 1984       11,602      11,581      11,455      11,448          -6        -132
03 1985        9,720       9,761       9,672       9,774         101          12
04 1986        9,119       8,968       8,927       9,041         106          65
05 1987        9,562       9,807       9,586       9,749         162         -56
06 1988       11,090      11,246      10,993      11,304         304          57
07 1989       11,734      12,236      12,319      12,774         446         530
08 1990       12,052      16,719      17,020      17,859         831       1,139
09 1991          XXX      14,653      19,392      19,113        -271       4,458
10 1992          XXX         XXX      21,452      27,307       5,847         XXX
11 1993          XXX         XXX         XXX      26,965         XXX         XXX
12 TOTAL                                                       7,315       5,674
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR     173,769     192,381     226,076     233,994     248,588     274,517
02 1984       41,712      52,049      54,269      48,647      55,604      66,433
03 1985          XXX      80,814      89,890      84,360      77,582      87,326
04 1986          XXX         XXX     193,271     172,737     171,406     128,086
05 1987          XXX         XXX         XXX     159,093     149,840     128,746
06 1988          XXX         XXX         XXX         XXX     103,823     104,642
07 1989          XXX         XXX         XXX         XXX         XXX      76,071
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL

SCHEDULE P - PART 2H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR     311,481     339,168     359,514     396,756      37,235      57,580
02 1984       68,421      70,654      69,848      72,712       2,862       2,056
03 1985       88,717      82,565      88,607      92,686       4,070      10,119
04 1986      124,402     109,531     102,038      94,843      -7,194     -14,680
05 1987      112,845      95,077      88,928      76,380     -12,540     -18,689
06 1988      107,501     100,954     108,928     103,403      -5,525       2,447
07 1989       80,957      75,918      77,723      74,188      -3,533      -1,729
08 1990       82,758      83,360      82,958      86,774       3,807       3,422
09 1991          XXX      92,351      90,783      99,465       8,674       7,116
10 1992          XXX         XXX      74,185      90,350      16,156         XXX
11 1993          XXX         XXX         XXX     102,098         XXX         XXX
12 TOTAL                                                      44,012      47,642
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985          XXX       1,911       1,015         660         141         306
04 1986          XXX         XXX      10,441       7,154       6,777       4,409
05 1987          XXX         XXX         XXX      42,470      40,026      36,327
06 1988          XXX         XXX         XXX         XXX      45,845      44,428
07 1989          XXX         XXX         XXX         XXX         XXX      40,750
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL

SCHEDULE P - PART 2H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985          241         166         141         103         -38         -63
04 1986        3,323       2,204       1,766       1,494        -272        -710
05 1987       27,758      23,639      22,455      20,914      -1,533      -2,717
06 1988       39,653      36,275      17,307      16,673        -634     -19,593
07 1989       35,038      35,981      29,978      22,147      -7,823     -13,827
08 1990       50,716      50,192      48,817      50,712       1,894         512
09 1991          XXX      53,507      47,200      44,263      -2,929      -9,243
10 1992          XXX         XXX      59,035      53,954      -5,074         XXX
11 1993          XXX         XXX         XXX      62,459         XXX         XXX
12 TOTAL                                                     -16,409     -45,641
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2I             - SPECIAL PROPERTY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1992          XXX         XXX         XXX         XXX         XXX         XXX
03 1993          XXX         XXX         XXX         XXX         XXX         XXX
04 TOTAL

SCHEDULE P - PART 2I             - SPECIAL PROPERTY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX      38,263      42,311      37,538      -4,459        -717
02 1992          XXX         XXX      86,098      84,458      -1,639         XXX
03 1993          XXX         XXX         XXX      98,249         XXX         XXX
04 TOTAL                                                      -6,098        -717
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2J             - AUTO PHYSICAL DAMAGE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1992          XXX         XXX         XXX         XXX         XXX         XXX
03 1993          XXX         XXX         XXX         XXX         XXX         XXX
04 TOTAL

SCHEDULE P - PART 2J             - AUTO PHYSICAL DAMAGE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX       8,374       9,095       8,263        -825        -112
02 1992          XXX         XXX      60,877      59,694      -1,176         XXX
03 1993          XXX         XXX         XXX      60,965         XXX         XXX
04 TOTAL                                                      -2,001        -112
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2K             - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1992          XXX         XXX         XXX         XXX         XXX         XXX
03 1993          XXX         XXX         XXX         XXX         XXX         XXX
04 TOTAL

SCHEDULE P - PART 2K             - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX       1,195       2,535       2,824         288       1,622
02 1992          XXX         XXX       5,069       9,883       4,806         XXX
03 1993          XXX         XXX         XXX       8,231         XXX         XXX
04 TOTAL                                                       5,094       1,622
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2L             - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1992          XXX         XXX         XXX         XXX         XXX         XXX
03 1993          XXX         XXX         XXX         XXX         XXX         XXX
04 TOTAL

SCHEDULE P - PART 2L             - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX          70         196         124         -72          54
02 1992          XXX         XXX         852         707        -144         XXX
03 1993          XXX         XXX         XXX       2,252         XXX         XXX
04 TOTAL                                                        -216          54
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2M             - INTERNATIONAL
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR       1,801       2,293       2,335       2,498       3,017       3,404
02 1984            0           0           0           0           0           0
03 1985          XXX           0           0           0           0           0
04 1986          XXX         XXX           0           0           0           0
05 1987          XXX         XXX         XXX           0           0           0
06 1988          XXX         XXX         XXX         XXX           0           0
07 1989          XXX         XXX         XXX         XXX         XXX           0
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL

SCHEDULE P - PART 2M             - INTERNATIONAL
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR       3,522       3,727       4,842       5,665         823       1,938
02 1984            0           0           0           0           0           0
03 1985            0           0           0           0           0           0
04 1986            0           0           0           0           0           0
05 1987            0           0           0           0           0           0
06 1988            0           0           0           0           0           0
07 1989            0           0           0           0           0           0
08 1990            0           0           0           0           0           0
09 1991          XXX           0           0           0           0           0
10 1992          XXX         XXX           0           0           0         XXX
11 1993          XXX         XXX         XXX           0         XXX         XXX
12 TOTAL                                                         823       1,938
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2N             - REINSURANCE A
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX           0           0
02 1989          XXX         XXX         XXX         XXX         XXX           0
03 1990          XXX         XXX         XXX         XXX         XXX         XXX
04 1991          XXX         XXX         XXX         XXX         XXX         XXX
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX
07 TOTAL

SCHEDULE P - PART 2N             - REINSURANCE A
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 1988            0           0           0           0           0           0
02 1989            0           0           0           0           0           0
03 1990            0           0           0           0           0           0
04 1991          XXX           0           0           0           0           0
05 1992          XXX         XXX           0           0           0         XXX
06 1993          XXX         XXX         XXX           0         XXX         XXX
07 TOTAL                                                           0           0
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2O             - REINSURANCE B
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX           0           0
02 1989          XXX         XXX         XXX         XXX         XXX           0
03 1990          XXX         XXX         XXX         XXX         XXX         XXX
04 1991          XXX         XXX         XXX         XXX         XXX         XXX
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX
07 TOTAL

SCHEDULE P - PART 2O             - REINSURANCE B
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 1988            0           0           0           0           0           0
02 1989            0           0           0           0           0           0
03 1990            0           0           0           0           0           0
04 1991          XXX           0           0           0           0           0
05 1992          XXX         XXX           0           0           0         XXX
06 1993          XXX         XXX         XXX           0         XXX         XXX
07 TOTAL                                                           0           0
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2P             - REINSURANCE C
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX           0           0
02 1989          XXX         XXX         XXX         XXX         XXX           0
03 1990          XXX         XXX         XXX         XXX         XXX         XXX
04 1991          XXX         XXX         XXX         XXX         XXX         XXX
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX
07 TOTAL

SCHEDULE P - PART 2P             - REINSURANCE C
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 1988            0           0           0           0           0           0
02 1989            0           0           0           0           0           0
03 1990            0           0           0           0           0           0
04 1991          XXX           0           0           0           0           0
05 1992          XXX         XXX           0           0           0         XXX
06 1993          XXX         XXX         XXX           0         XXX         XXX
07 TOTAL                                                           0           0
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2Q             - REINSURANCE D
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR         421         551         537       1,209       1,250       1,787
02 1984            0           0           0           0           0           0
03 1985          XXX       1,050       1,049       1,198       1,737       2,123
04 1986          XXX         XXX       1,896       1,791       2,629       2,822
05 1987          XXX         XXX         XXX       6,560      10,174      10,460
06 TOTAL

SCHEDULE P - PART 2Q             - REINSURANCE D
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR       2,555       3,006       3,706       3,767          61         761
02 1984            0           0           0           0           0           0
03 1985        2,154       2,024       2,211       2,066        -145          42
04 1986        2,930       2,882       2,781       3,380         599         498
05 1987       10,521      10,452      10,453      10,453           0           1
06 TOTAL                                                         515       1,302
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR      18,214      21,523      24,864      26,033      31,887      29,324
02 1984        4,597       5,662       6,123       8,663      11,254      12,673
03 1985          XXX      10,841      11,440      12,566      13,511      14,761
04 1986          XXX         XXX      46,601      45,025      43,199      38,702
05 1987          XXX         XXX         XXX      42,036      35,982      35,568
06 1988          XXX         XXX         XXX         XXX      26,912      16,886
07 1989          XXX         XXX         XXX         XXX         XXX      12,870
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL

SCHEDULE P - PART 2R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR      29,390      36,694      37,901      49,278      11,375      12,583
02 1984       10,053       9,577      10,707      11,436         721       1,851
03 1985       12,105      13,419      13,118      13,360         242         -59
04 1986       29,599      27,190      25,301      23,750      -1,543      -3,433
05 1987       26,756      17,930      13,098      11,251      -1,854      -6,687
06 1988       20,876      20,161      10,363      10,595         232      -9,566
07 1989       10,576      12,179       9,532       9,696         155      -2,483
08 1990       10,775      13,790      11,504      13,160       1,665        -622
09 1991          XXX       7,465       7,006       7,900         892         435
10 1992          XXX         XXX       3,747       6,467       2,712         XXX
11 1993          XXX         XXX         XXX       5,342         XXX         XXX
12 TOTAL                                                      14,597      -7,981
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985          XXX         117         145         102         111          21
04 1986          XXX         XXX       2,528       2,161       1,609       1,281
05 1987          XXX         XXX         XXX       8,538       8,042      10,711
06 1988          XXX         XXX         XXX         XXX       6,414       8,272
07 1989          XXX         XXX         XXX         XXX         XXX       6,762
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL

SCHEDULE P - PART 2R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985           13           5           3           0          -3          -5
04 1986          788         365         203           7        -196        -358
05 1987       10,462       9,918       7,675       4,243      -3,425      -5,667
06 1988        8,594       8,443       6,219       2,311      -3,906      -6,131
07 1989        5,601       5,847       4,680       3,218      -1,460      -2,629
08 1990        4,171       4,058       3,973       3,513        -453        -538
09 1991          XXX       5,930       4,741       3,369      -1,372      -2,561
10 1992          XXX         XXX       2,812       2,743         -61         XXX
11 1993          XXX         XXX         XXX         790         XXX         XXX
12 TOTAL                                                     -10,876     -17,889
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 3A             - HOMEOWNERS/FARMOWNERS
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0       6,142       9,711      11,648      13,121      13,833
02 1984       50,259      69,712      73,056      74,708      76,042      76,893
03 1985          XXX      50,437      66,660      70,369      73,049      74,108
04 1986          XXX         XXX      34,594      46,872      49,437      50,810
05 1987          XXX         XXX         XXX      25,626      36,688      39,173
06 1988          XXX         XXX         XXX         XXX      27,910      40,312
07 1989          XXX         XXX         XXX         XXX         XXX      40,466
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3A             - HOMEOWNERS/FARMOWNERS
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR      14,594      14,663      14,962      15,017         232          56
02 1984       77,340      77,835      78,011      78,028      44,666         487
03 1985       74,441      74,857      74,638      74,727      43,337         629
04 1986       51,335      51,557      51,711      51,820      29,868         468
05 1987       40,515      40,996      41,100      41,043      21,385         297
06 1988       42,713      43,516      43,980      44,302      20,190         313
07 1989       56,104      58,396      59,554      60,235      28,030         508
08 1990       35,263      51,192      53,132      54,396      22,560         441
09 1991          XXX      41,858      56,855      61,521      25,917         489
10 1992          XXX         XXX      33,296      47,784      19,848         346
11 1993          XXX         XXX         XXX      38,612      17,093       1,264
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0      25,348      37,943      43,743      47,314      48,677
02 1984       48,085      94,513     117,833     128,489     132,843     134,671
03 1985          XXX      58,001     113,360     138,204     148,473     154,904
04 1986          XXX         XXX      51,791      99,250     114,778     122,937
05 1987          XXX         XXX         XXX      38,885      75,098      88,898
06 1988          XXX         XXX         XXX         XXX      40,440      77,363
07 1989          XXX         XXX         XXX         XXX         XXX      43,185
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR      49,955      50,190      50,377      50,249       8,139         931
02 1984      135,594     135,768     135,961     136,055      38,334       3,489
03 1985      157,247     157,572     157,743     157,835      37,906       3,271
04 1986      126,803     127,637     128,111     128,686      26,466       2,390
05 1987       97,090      99,755     100,767     101,409      21,382       2,415
06 1988       95,337     101,686     104,672     106,154      23,982       2,997
07 1989       92,427     104,212     111,150     115,573      42,298      10,610
08 1990       83,748     110,877     125,898     134,045      40,010      11,790
09 1991          XXX      28,671      57,799      76,964      30,546       5,413
10 1992          XXX         XXX      33,170      72,434      30,275       5,065
11 1993          XXX         XXX         XXX      38,268      24,897       5,433
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0      35,692      66,502      82,784      93,746     100,774
02 1984       24,770      40,346      70,811      84,341      91,130      94,628
03 1985          XXX      20,133      52,289      71,532      83,258      95,531
04 1986          XXX         XXX      16,150      43,862      61,552      78,426
05 1987          XXX         XXX         XXX      15,015      40,851      60,387
06 1988          XXX         XXX         XXX         XXX      16,987      44,618
07 1989          XXX         XXX         XXX         XXX         XXX      21,032
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR     101,776     102,258     102,624     102,728       1,151         300
02 1984       97,080      97,882      98,233      98,382      26,064       4,446
03 1985      101,084     102,926     103,493     103,651      22,608       4,373
04 1986       87,195      91,543      92,866      93,900      15,251       2,748
05 1987       76,430      83,201      88,361      90,133      14,359       2,519
06 1988       66,675      80,146      92,260      96,702      15,216       3,318
07 1989       49,798      75,920      90,957     101,974      16,365       4,198
08 1990       16,613      43,133      68,190      82,795      13,398       3,344
09 1991          XXX      14,970      37,909      50,275      10,713       2,574
10 1992          XXX         XXX      12,499      32,027       9,528       2,600
11 1993          XXX         XXX         XXX      13,365       7,785       2,819
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3D             - WORKERS' COMPENSATION
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0      44,607      47,045      99,073     135,047     164,637
02 1984       42,301      85,185      76,447     112,612     134,610     150,362
03 1985          XXX      46,507     100,916     139,714     167,686     186,077
04 1986          XXX         XXX      33,613      80,120     111,066     130,144
05 1987          XXX         XXX         XXX      27,516      74,062     101,770
06 1988          XXX         XXX         XXX         XXX      32,973      83,569
07 1989          XXX         XXX         XXX         XXX         XXX      29,193
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3D             - WORKERS' COMPENSATION
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR     184,441     201,905     214,538     222,896         204           6
02 1984      160,340     170,010     174,493     176,409      72,677       1,546
03 1985      197,469     206,488     211,486     214,645      65,388       1,231
04 1986      141,672     149,892     154,176     157,030      43,926         538
05 1987      117,896     128,789     135,523     139,936      38,854         963
06 1988      115,372     133,916     144,643     150,318      40,975       1,878
07 1989       75,076     106,275     123,247     132,957      34,023         928
08 1990       28,732      73,662      99,643     112,997      26,893         759
09 1991          XXX      23,229      58,913      79,870      21,581         728
10 1992          XXX         XXX      18,452      47,926      19,031         519
11 1993          XXX         XXX         XXX      12,166      12,005         246
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3E             - COMMERICAL MULTIPLE PERIL
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0      31,551      65,738      87,457     105,567     117,614
02 1984       43,889     116,863     138,329     159,741     175,146     192,495
03 1985          XXX      47,538      82,674     103,766     116,836     129,564
04 1986          XXX         XXX      20,733      38,482      49,594      61,789
05 1987          XXX         XXX         XXX      23,354      46,705      59,005
06 1988          XXX         XXX         XXX         XXX      29,663      57,416
07 1989          XXX         XXX         XXX         XXX         XXX      30,108
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3E             - COMMERICAL MULTIPLE PERIL
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR     126,757     131,930     134,209     135,639         357         145
02 1984      202,784     207,657     210,695     211,705      24,368       2,701
03 1985      139,793     145,532     148,755     150,883      20,037       2,606
04 1986       70,448      76,289      80,181      82,195      11,664       1,915
05 1987       69,552      78,845      86,373      89,326      10,635       1,697
06 1988       69,747      83,116      90,099     100,906      11,772       1,983
07 1989       62,069      79,159      89,730      99,516      12,952       1,999
08 1990       38,152      71,899      92,156     104,889      13,080       2,282
09 1991          XXX      47,162      83,692     100,646      12,208       2,247
10 1992          XXX         XXX      44,110      82,131      10,106       2,347
11 1993          XXX         XXX         XXX      33,191       7,041       1,235
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0          15          19          64          91         147
02 1984            0           0           1           7          10           2
03 1985          XXX           0           0           0           0           0
04 1986          XXX         XXX           0           0           0           0
05 1987          XXX         XXX         XXX           0           0           0
06 1988          XXX         XXX         XXX         XXX           0           0
07 1989          XXX         XXX         XXX         XXX         XXX           0
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR         180         180         178         181           0           2
02 1984           12          12          12          12           0           0
03 1985            0           0           0           0           0           1
04 1986            0           0           0           0           0           0
05 1987            0           0           0           0           0           0
06 1988            0           0           0           0           0           0
07 1989            0           0           0           0           0           0
08 1990            0           0           0           0           0           0
09 1991          XXX           0           0           0           0           0
10 1992          XXX         XXX           0          -1           0           0
11 1993          XXX         XXX         XXX           0           0           0
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985          XXX           0           0           0           0           0
04 1986          XXX         XXX           0           0           0           0
05 1987          XXX         XXX         XXX           0           0           0
06 1988          XXX         XXX         XXX         XXX           0           0
07 1989          XXX         XXX         XXX         XXX         XXX           0
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985            0           0           0           0           0           0
04 1986            0           0           0           0           0           0
05 1987            0           0           0           0           0           0
06 1988            0           0           0           0           0           0
07 1989            0           0           0           0           0           0
08 1990            0           0           0           0           0           0
09 1991          XXX           0           0           0           0           0
10 1992          XXX         XXX           0           0           0           0
11 1993          XXX         XXX         XXX           0           0           0
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3G             - SPECIAL LIABILITY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0       5,780       8,431       9,380       9,727      10,557
02 1984        4,351       8,361       9,482      10,343      10,712      11,079
03 1985          XXX       3,685       7,174       8,227       8,630       8,860
04 1986          XXX         XXX       3,604       7,725       8,205       8,516
05 1987          XXX         XXX         XXX       3,906       7,726       8,728
06 1988          XXX         XXX         XXX         XXX       3,489       8,224
07 1989          XXX         XXX         XXX         XXX         XXX       4,017
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3G             - SPECIAL LIABILITY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR      11,202      11,247      11,425      11,318         XXX         XXX
02 1984       11,209      11,233      11,207      11,229         XXX         XXX
03 1985        8,946       8,976       9,023       9,122         XXX         XXX
04 1986        8,701       8,719       8,797       8,889         XXX         XXX
05 1987        9,104       9,532       9,476       9,572         XXX         XXX
06 1988        9,523       9,889      10,215      10,340         XXX         XXX
07 1989       10,790      11,082      11,765      12,139         XXX         XXX
08 1990        5,603      13,767      15,368      16,762         XXX         XXX
09 1991          XXX       7,593      16,277      17,628         XXX         XXX
10 1992          XXX         XXX      13,462      23,400         XXX         XXX
11 1993          XXX         XXX         XXX      17,712         XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0      51,690      95,635     125,459     143,940     163,286
02 1984        3,810       8,193      18,866      28,327      40,065      45,002
03 1985          XXX       3,813      12,541      25,858      39,366      51,966
04 1986          XXX         XXX       3,510      14,759      32,002      48,894
05 1987          XXX         XXX         XXX       3,746      15,504      31,763
06 1988          XXX         XXX         XXX         XXX       1,831      12,864
07 1989          XXX         XXX         XXX         XXX         XXX         377
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR     200,034     222,150     245,527     277,571       1,387       1,990
02 1984       51,117      56,946      59,213      61,940       6,351       2,987
03 1985       62,726      65,476      74,357      80,591       8,002       3,674
04 1986       61,588      69,970      76,633      80,805       6,793       3,526
05 1987       39,808      46,466      51,938      61,908       5,542       2,257
06 1988       21,474      34,306      52,019      59,057       4,504       1,657
07 1989        7,731      10,478      24,807      35,258       5,557       1,925
08 1990        1,121       3,906      19,561      30,936       3,046       1,292
09 1991          XXX      -4,808      11,297      23,321       2,808       1,026
10 1992          XXX         XXX       5,163      12,462       3,739         912
11 1993          XXX         XXX         XXX       3,347       1,862         459
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985          XXX           4          31          35          59          89
04 1986          XXX         XXX          88         323         720       1,280
05 1987          XXX         XXX         XXX         116       3,039       7,057
06 1988          XXX         XXX         XXX         XXX       1,502       6,415
07 1989          XXX         XXX         XXX         XXX         XXX       1,514
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985          102         102         102         103          12          19
04 1986        1,342       1,408       1,426       1,431          42          59
05 1987       13,770      14,909      18,591      19,786         174         150
06 1988        9,313      10,036      13,732      14,504         126         143
07 1989        3,427       6,598       9,383      11,836          89         138
08 1990          519       5,778      15,466      17,251          77         187
09 1991          XXX       1,818       3,088       3,723         144         250
10 1992          XXX         XXX         777       9,213          38         383
11 1993          XXX         XXX         XXX          44          14          33
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3I             - SPECIAL PROPERTY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1992          XXX         XXX         XXX         XXX         XXX         XXX
03 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3I             - SPECIAL PROPERTY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR         XXX           0      23,343      26,412         XXX         XXX
02 1992          XXX         XXX      53,962      75,856         XXX         XXX
03 1993          XXX         XXX         XXX      62,235         XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3J             - AUTO PHYSICAL DAMAGE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1992          XXX         XXX         XXX         XXX         XXX         XXX
03 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3J             - AUTO PHYSICAL DAMAGE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR         XXX           0       7,681       7,573      38,358      11,503
02 1992          XXX         XXX      52,836      60,089      44,757       3,128
03 1993          XXX         XXX         XXX      54,859      40,226       4,034
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3K             - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1992          XXX         XXX         XXX         XXX         XXX         XXX
03 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3K             - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR         XXX           0       1,369       1,347         XXX         XXX
02 1992          XXX         XXX       4,433       9,296         XXX         XXX
03 1993          XXX         XXX         XXX       6,951         XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3L             - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1992          XXX         XXX         XXX         XXX         XXX         XXX
03 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3L             - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR         XXX           0         195         123         XXX         XXX
02 1992          XXX         XXX         852         509         XXX         XXX
03 1993          XXX         XXX         XXX         199         XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3M             - INTERNATIONAL
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0         613         798         865       1,257       1,680
02 1984            0           0           0           0           0           0
03 1985          XXX           0           0           0           0           0
04 1986          XXX         XXX           0           0           0           0
05 1987          XXX         XXX         XXX           0           0           0
06 1988          XXX         XXX         XXX         XXX           0           0
07 1989          XXX         XXX         XXX         XXX         XXX           0
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3M             - INTERNATIONAL
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR       1,680       1,835       2,186       2,301         XXX         XXX
02 1984            0           0           0           0         XXX         XXX
03 1985            0           0           0           0         XXX         XXX
04 1986            0           0           0           0         XXX         XXX
05 1987            0           0           0           0         XXX         XXX
06 1988            0           0           0           0         XXX         XXX
07 1989            0           0           0           0         XXX         XXX
08 1990            0           0           0           0         XXX         XXX
09 1991          XXX           0           0           0         XXX         XXX
10 1992          XXX         XXX           0           0         XXX         XXX
11 1993          XXX         XXX         XXX           0         XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3N             - REINSURANCE A
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX           0           0
02 1989          XXX         XXX         XXX         XXX         XXX           0
03 1990          XXX         XXX         XXX         XXX         XXX         XXX
04 1991          XXX         XXX         XXX         XXX         XXX         XXX
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3N             - REINSURANCE A
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 1988            0           0           0           0         XXX         XXX
02 1989            0           0           0           0         XXX         XXX
03 1990            0           0           0           0         XXX         XXX
04 1991          XXX           0           0           0         XXX         XXX
05 1992          XXX         XXX           0           0         XXX         XXX
06 1993          XXX         XXX         XXX           0         XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3O             - REINSURANCE B
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX           0           0
02 1989          XXX         XXX         XXX         XXX         XXX           0
03 1990          XXX         XXX         XXX         XXX         XXX         XXX
04 1991          XXX         XXX         XXX         XXX         XXX         XXX
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3O             - REINSURANCE B
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 1988            0           0           0           0         XXX         XXX
02 1989            0           0           0           0         XXX         XXX
03 1990            0           0           0           0         XXX         XXX
04 1991          XXX           0           0           0         XXX         XXX
05 1992          XXX         XXX           0           0         XXX         XXX
06 1993          XXX         XXX         XXX           0         XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3P             - REINSURANCE C
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX           0           0
02 1989          XXX         XXX         XXX         XXX         XXX           0
03 1990          XXX         XXX         XXX         XXX         XXX         XXX
04 1991          XXX         XXX         XXX         XXX         XXX         XXX
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3P             - REINSURANCE C
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 1988            0           0           0           0         XXX         XXX
02 1989            0           0           0           0         XXX         XXX
03 1990            0           0           0           0         XXX         XXX
04 1991          XXX           0           0           0         XXX         XXX
05 1992          XXX         XXX           0           0         XXX         XXX
06 1993          XXX         XXX         XXX           0         XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3Q             - REINSURANCE D
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0          78         135         178         194        -870
02 1984            0           0           0           0           0           0
03 1985          XXX           0         185         457         623         807
04 1986          XXX         XXX           0         288         437         629
05 1987          XXX         XXX         XXX        -127       3,519      10,460

SCHEDULE P - PART 3Q             - REINSURANCE D
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR        -348          48         525       1,112         XXX         XXX
02 1984            0           0           0           0         XXX         XXX
03 1985        1,122       1,103       1,732       1,731         XXX         XXX
04 1986          710         731       1,480       1,481         XXX         XXX
05 1987        9,591      10,390       8,386       9,318         XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0       5,317      11,394      14,769      17,581      18,572
02 1984          390         843       1,747       4,491       5,814       6,694
03 1985          XXX         136         234       1,518       3,006       3,673
04 1986          XXX         XXX         201       1,028       3,179       6,207
05 1987          XXX         XXX         XXX         198         846       2,036
06 1988          XXX         XXX         XXX         XXX       1,241       1,401
07 1989          XXX         XXX         XXX         XXX         XXX          49
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR      21,218      23,779      26,492      28,066          75         487
02 1984        7,723       7,760       8,552       8,985         625         226
03 1985        6,727       9,168      10,335      11,075         448         366
04 1986       10,425      13,862      15,702      17,891         379         404
05 1987        2,631       4,510       4,263       6,029         236         237
06 1988        2,738       5,872       2,015       5,325         139         110
07 1989          714         892       2,022       3,128         107         107
08 1990          313        -321        -704         773         140          84
09 1991          XXX        -109        -869        -544         121          67
10 1992          XXX         XXX         -73         356         118          29
11 1993          XXX         XXX         XXX          -5         109          21
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985          XXX           0           0           0           0           0
04 1986          XXX         XXX           0           6           7           7
05 1987          XXX         XXX         XXX          46         944       1,895
06 1988          XXX         XXX         XXX         XXX         168         484
07 1989          XXX         XXX         XXX         XXX         XXX          41
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1990        1991        1992        1993   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985            0           0           0           0           1           1
04 1986            9           9           9           7           5          14
05 1987        2,425       3,333       3,537       3,558          82          51
06 1988          880       1,437       1,603        -386          70          52
07 1989          197       1,209       1,529       1,532          94          77
08 1990           43         908       2,119       2,145          62          32
09 1991          XXX          99       1,066       1,116         271          61
10 1992          XXX         XXX         134         567          33          26
11 1993          XXX         XXX         XXX          12          19          13
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 4A             - HOMEOWNERS/FARMOWNERS
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR       3,002       1,218         526         137         -36         177
02 1984        8,358       1,589         971         575         551         380
03 1985          XXX      12,338       1,571         582         467         654
04 1986          XXX         XXX       9,967       2,672       1,551         449
05 1987          XXX         XXX         XXX       4,326       2,096         395
06 1988          XXX         XXX         XXX         XXX       4,019       1,278
07 1989          XXX         XXX         XXX         XXX         XXX      11,083
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4A             - HOMEOWNERS/FARMOWNERS
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR          11          12          12           7
02 1984          518         336         332         315
03 1985          373         225          10           9
04 1986          419         312          12          16
05 1987          397         403          65          71
06 1988          742         719         -55           8
07 1989        1,839       1,014         -85         -95
08 1990        7,350       2,020        -641         -15
09 1991          XXX       7,030         593         219
10 1992          XXX         XXX      12,769         509
11 1993          XXX         XXX         XXX       9,767

SCHEDULE P - PART 4B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR       9,001       2,383       1,036          50        -162          72
02 1984       22,439       6,489       1,483         908         610          34
03 1985          XXX      29,355       7,507       3,531       2,407       1,862
04 1986          XXX         XXX      33,742      16,228       7,692       2,805
05 1987          XXX         XXX         XXX      26,543       9,102       3,638
06 1988          XXX         XXX         XXX         XXX      27,924       9,755
07 1989          XXX         XXX         XXX         XXX         XXX      31,279
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR           1           1           0         756
02 1984          374           2           0           0
03 1985          710         384           2           3
04 1986          665       1,412         735        -935
05 1987        1,742         601        -128        -104
06 1988        3,905         290        -268         456
07 1989        8,764         -52      -1,015        -167
08 1990       28,938      11,698       5,697       4,244
09 1991          XXX      36,595      18,899       6,525
10 1992          XXX         XXX      49,622      17,698
11 1993          XXX         XXX         XXX      36,118

SCHEDULE P - PART 4C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR      13,205       6,143       5,822       4,351       2,945       2,298
02 1984       28,076      13,992       4,291       2,579       2,826       2,057
03 1985          XXX      45,182      11,350       5,504       3,869       2,516
04 1986          XXX         XXX      40,541      26,916      14,245       8,833
05 1987          XXX         XXX         XXX      41,811      24,443      15,028
06 1988          XXX         XXX         XXX         XXX      35,841      18,709
07 1989          XXX         XXX         XXX         XXX         XXX      34,643
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR       1,967       1,955       1,868         342
02 1984          683         295         209          -6
03 1985        1,403         965         339         167
04 1986        3,630       3,033       2,262       1,451
05 1987        9,558       4,551       2,560       1,007
06 1988       11,125       4,846       3,865       2,007
07 1989       19,941       6,183       8,581       5,907
08 1990       37,564      15,454      14,445       4,635
09 1991          XXX      40,293      20,986      18,697
10 1992          XXX         XXX      30,567      25,542
11 1993          XXX         XXX         XXX      50,907

SCHEDULE P - PART 4D             - WORKERS' COMPENSATION
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR      43,714      26,680      24,708      17,625      17,712      21,345
02 1984       42,301      23,267      11,743       7,794       8,611       9,784
03 1985          XXX      66,230      27,234      21,310      14,094      14,901
04 1986          XXX         XXX      75,365      38,207      22,255      14,737
05 1987          XXX         XXX         XXX      56,621      25,235      15,872
06 1988          XXX         XXX         XXX         XXX      72,596      33,849
07 1989          XXX         XXX         XXX         XXX         XXX      59,316
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4D             - WORKERS' COMPENSATION
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR      14,833      14,122      16,526      13,901
02 1984        6,421       1,110         864         807
03 1985       10,432       9,379       1,618       1,725
04 1986       11,725      10,360       7,484       1,803
05 1987       13,009      12,114      11,137       4,596
06 1988       22,745      22,970      21,833      16,677
07 1989       29,917      19,912      16,580      10,232
08 1990       61,938      34,552      21,512      12,613
09 1991          XXX      52,894      34,465      19,756
10 1992          XXX         XXX      50,746      29,029
11 1993          XXX         XXX         XXX      46,688

SCHEDULE P - PART 4E             - COMMERICAL MULTIPLE PERIL
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR      16,514       7,761       6,095       6,148       2,247       2,944
02 1984       98,957      16,005      13,804      11,030      10,731       9,589
03 1985          XXX      64,819      18,531      13,331      12,659      17,179
04 1986          XXX         XXX      71,652      42,246      22,243      12,655
05 1987          XXX         XXX         XXX      67,555      31,514      16,269
06 1988          XXX         XXX         XXX         XXX      63,355      33,308
07 1989          XXX         XXX         XXX         XXX         XXX      56,359
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4E             - COMMERICAL MULTIPLE PERIL
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR         105         108          87          73
02 1984        2,761          86          78          77
03 1985        8,747       5,481       2,803       2,660
04 1986        7,650       4,497       1,305         585
05 1987        7,651       5,771       4,537       2,361
06 1988       18,107      14,148       9,236       6,476
07 1989       28,134      14,464       7,880       6,233
08 1990       73,880      29,172      21,773      16,362
09 1991          XXX      71,469      29,885      19,715
10 1992          XXX         XXX      64,302      26,027
11 1993          XXX         XXX         XXX      57,407

SCHEDULE P - PART 4F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR       1,336       1,335       1,397       1,328       1,333       1,400
02 1984           13          19          37          23          29           8
03 1985          XXX          20          19          23          34           0
04 1986          XXX         XXX           6           5           5           0
05 1987          XXX         XXX         XXX          11           0           0
06 1988          XXX         XXX         XXX         XXX           0           0
07 1989          XXX         XXX         XXX         XXX         XXX           0
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR       1,401       1,389       1,389       1,386
02 1984            7           4           4           4
03 1985            0           0           0           0
04 1986            0           0           0           0
05 1987            0           0           0           0
06 1988            0           0           0           0
07 1989            0           0           0           0
08 1990            0           0           0           0
09 1991          XXX           0           0           0
10 1992          XXX         XXX           0           0
11 1993          XXX         XXX         XXX           0

SCHEDULE P - PART 4F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985          XXX           0           0           0           0           0
04 1986          XXX         XXX           0           0           0           0
05 1987          XXX         XXX         XXX           0           0           0
06 1988          XXX         XXX         XXX         XXX           0           0
07 1989          XXX         XXX         XXX         XXX         XXX           0
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0
02 1984            0           0           0           0
03 1985            0           0           0           0
04 1986            0           0           0           0
05 1987            0           0           0           0
06 1988            0           0           0           0
07 1989            0           0           0           0
08 1990            0           0           0           0
09 1991          XXX           0           0           0
10 1992          XXX         XXX           0           0
11 1993          XXX         XXX         XXX           0

SCHEDULE P - PART 4G             - SPECIAL LIABILITY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR         417       2,643       2,215       2,016       1,872       1,775
02 1984        2,533         152         378         261         329         185
03 1985          XXX       1,490         339         416         492         503
04 1986          XXX         XXX       1,375         709         430         -62
05 1987          XXX         XXX         XXX       1,021         235         -35
06 1988          XXX         XXX         XXX         XXX       1,218         145
07 1989          XXX         XXX         XXX         XXX         XXX         736
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4G             - SPECIAL LIABILITY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR       1,838       1,372       1,300         895
02 1984          137          99          40          38
03 1985          559         575         528         504
04 1986          110          70           3          10
05 1987           53          74          28          20
06 1988          564         607         458         586
07 1989          -26          38         -47          63
08 1990          115          77        -177          82
09 1991          XXX         326          16         105
10 1992          XXX         XXX         994        -462
11 1993          XXX         XXX         XXX         111

SCHEDULE P - PART 4H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR      56,512      34,816      26,115      17,558      22,124      29,411
02 1984       27,303      26,066      15,629       4,422       2,229       9,752
03 1985          XXX      60,718      51,258      35,352      20,939      18,872
04 1986          XXX         XXX     166,955     129,844     115,171      60,577
05 1987          XXX         XXX         XXX     136,801     107,969      77,492
06 1988          XXX         XXX         XXX         XXX      89,390      78,145
07 1989          XXX         XXX         XXX         XXX         XXX      65,185
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR      26,814      32,002      31,326      28,100
02 1984        8,836       7,704       7,386       7,363
03 1985       14,633       9,104       5,859       5,859
04 1986       48,667      28,949      17,478       8,297
05 1987       54,178      36,543      25,801       9,610
06 1988       68,471      54,558      46,070      39,721
07 1989       53,992      47,119      38,405      32,809
08 1990       71,251      65,027      45,522      45,871
09 1991          XXX      88,343      59,274      59,439
10 1992          XXX         XXX      57,717      57,933
11 1993          XXX         XXX         XXX      86,712

SCHEDULE P - PART 4H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985          XXX       1,902         959         545          45         212
04 1986          XXX         XXX      10,098       6,305       5,546       3,013
05 1987          XXX         XXX         XXX      37,469      28,300      23,866
06 1988          XXX         XXX         XXX         XXX      35,213      24,760
07 1989          XXX         XXX         XXX         XXX         XXX      21,634
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0
02 1984            0           0           0           0
03 1985          139          64          39           0
04 1986        1,839         787         340           0
05 1987       13,562       8,487       2,378       1,024
06 1988       24,432      22,270       1,655         222
07 1989       18,772      14,353       6,011         697
08 1990       12,994      10,515      11,587       1,716
09 1991          XXX      38,217      33,959      29,134
10 1992          XXX         XXX      44,662      27,889
11 1993          XXX         XXX         XXX      49,133

SCHEDULE P - PART 4I             - SPECIAL PROPERTY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1992          XXX         XXX         XXX         XXX         XXX         XXX
03 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4I             - SPECIAL PROPERTY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR         XXX      14,421       6,117       3,732
02 1992          XXX         XXX      10,545         384
03 1993          XXX         XXX         XXX      15,701

SCHEDULE P - PART 4J             - AUTO PHYSICAL DAMAGE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1992          XXX         XXX         XXX         XXX         XXX         XXX
03 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4J             - AUTO PHYSICAL DAMAGE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR         XXX       5,337       1,093         624
02 1992          XXX         XXX       5,134        -528
03 1993          XXX         XXX         XXX       2,620

SCHEDULE P - PART 4K             - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1992          XXX         XXX         XXX         XXX         XXX         XXX
03 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4K             - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR         XXX         993           7        -128
02 1992          XXX         XXX       1,410          22
03 1993          XXX         XXX         XXX       2,206

SCHEDULE P - PART 4L             - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1992          XXX         XXX         XXX         XXX         XXX         XXX
03 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4L             - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR         XXX          70           0           0
02 1992          XXX         XXX           0         173
03 1993          XXX         XXX         XXX       1,130

SCHEDULE P - PART 4M             - INTERNATIONAL
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR          96         356         144          24          29          31
02 1984            0           0           0           0           0           0
03 1985          XXX           0           0           0           0           0
04 1986          XXX         XXX           0           0           0           0
05 1987          XXX         XXX         XXX           0           0           0
06 1988          XXX         XXX         XXX         XXX           0           0
07 1989          XXX         XXX         XXX         XXX         XXX           0
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4M             - INTERNATIONAL
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR          44          50         456         852
02 1984            0           0           0           0
03 1985            0           0           0           0
04 1986            0           0           0           0
05 1987            0           0           0           0
06 1988            0           0           0           0
07 1989            0           0           0           0
08 1990            0           0           0           0
09 1991          XXX           0           0           0
10 1992          XXX         XXX           0           0
11 1993          XXX         XXX         XXX           0

SCHEDULE P - PART 4N             - REINSURANCE A
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX           0           0
02 1989          XXX         XXX         XXX         XXX         XXX           0
03 1990          XXX         XXX         XXX         XXX         XXX         XXX
04 1991          XXX         XXX         XXX         XXX         XXX         XXX
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4N             - REINSURANCE A
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991          XXX           0           0           0
05 1992          XXX         XXX           0           0
06 1993          XXX         XXX         XXX           0

SCHEDULE P - PART 4O             - REINSURANCE B
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX           0           0
02 1989          XXX         XXX         XXX         XXX         XXX           0
03 1990          XXX         XXX         XXX         XXX         XXX         XXX
04 1991          XXX         XXX         XXX         XXX         XXX         XXX
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4O             - REINSURANCE B
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991          XXX           0           0           0
05 1992          XXX         XXX           0           0
06 1993          XXX         XXX         XXX           0

SCHEDULE P - PART 4P             - REINSURANCE C
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX           0           0
02 1989          XXX         XXX         XXX         XXX         XXX           0
03 1990          XXX         XXX         XXX         XXX         XXX         XXX
04 1991          XXX         XXX         XXX         XXX         XXX         XXX
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4P             - REINSURANCE C
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991          XXX           0           0           0
05 1992          XXX         XXX           0           0
06 1993          XXX         XXX         XXX           0

SCHEDULE P - PART 4Q             - REINSURANCE D
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR          60          65          59         243         242         806
02 1984            0           0           0           0           0           0
03 1985          XXX         861         154           0           0           0
04 1986          XXX         XXX       1,505         933         991         961
05 1987          XXX         XXX         XXX       1,586       1,679           0

SCHEDULE P - PART 4Q             - REINSURANCE D
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR       1,960         744         718         728
02 1984            0           0           0           0
03 1985            0           0           0           0
04 1986        1,045       1,071       1,002       1,498
05 1987            0           0           0           0

SCHEDULE P - PART 4R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR       5,952       4,084       2,547       3,599       5,048       4,051
02 1984        3,356       3,182       1,741       2,049       3,084       3,319
03 1985          XXX       9,052       8,297       8,695       7,521       7,177
04 1986          XXX         XXX      44,844      41,964      36,262      27,035
05 1987          XXX         XXX         XXX      40,715      33,835      32,082
06 1988          XXX         XXX         XXX         XXX      24,593      14,636
07 1989          XXX         XXX         XXX         XXX         XXX      12,327
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR       1,260       3,581       4,413       7,887
02 1984          498         613         628         610
03 1985        2,676       2,245       1,633       1,505
04 1986       15,627       9,560       6,490       3,491
05 1987       22,053      11,665       6,591       3,847
06 1988       14,936      11,532       6,410       3,031
07 1989        8,755       9,103       6,120       4,986
08 1990        9,781      12,385      10,429      10,099
09 1991          XXX       8,807       7,573       6,938
10 1992          XXX         XXX       3,884       4,901
11 1993          XXX         XXX         XXX       4,942

SCHEDULE P - PART 4R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1984        1985        1986        1987        1988        1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1984            0           0           0           0           0           0
03 1985          XXX         117         145         102           6          21
04 1986          XXX         XXX       2,528       2,155       1,486       1,267
05 1987          XXX         XXX         XXX       8,350       6,371       6,530
06 1988          XXX         XXX         XXX         XXX       6,092       6,265
07 1989          XXX         XXX         XXX         XXX         XXX       5,995
08 1990          XXX         XXX         XXX         XXX         XXX         XXX
09 1991          XXX         XXX         XXX         XXX         XXX         XXX
10 1992          XXX         XXX         XXX         XXX         XXX         XXX
11 1993          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0
02 1984            0           0           0           0
03 1985           13           5           3           0
04 1986          775         356         194           0
05 1987        6,769       4,175       3,391         163
06 1988        6,229       5,166       4,375       2,185
07 1989        4,539       3,102       2,836       1,625
08 1990        3,597       1,503       1,313         662
09 1991          XXX       3,981       3,127       1,958
10 1992          XXX         XXX       2,145       1,394
11 1993          XXX         XXX         XXX         273
SCHEDULE P INTERROGATORIES
1.  COMPUTATION OF EXCESS STATUTORY RESERVES OVER STATEMENT RESERVES.
    (A) AUTO LIABILITY (PRIVATE PASSENGER AND COMMERCIAL)
1993          19    .000% 1992         346    .000% 1991         902    .000%
                                                    TOTAL      1,267
    (B) OTHER LIABILITY AND PRODUCTS LIABILITY
1993       2,829    .000% 1992         806    .000% 1991       1,815    .000%
                                                    TOTAL      5,450
    (C) MEDICAL MALPRACTICE
1993           0    .000% 1992           0    .000% 1991           0    .000%
                                                    TOTAL          0
    (D) WORKERS' COMPENSATION
1993           0    .000% 1992           0    .000% 1991           0    .000%
                                                    TOTAL          0
    (E) CREDIT
                                                    TOTAL          0
    (F) ALL LINES TOTAL
                                                    TOTAL      6,717
2.  WHAT IS THE EXTENDED LOSS AND EXPENSE RESERVE - DIRECT AND ASSUMED?
YEARS IN WHICH              1                      2                      3
PREMIUMS WERE            MEDICAL                 OTHER                PRODUCTS
EARNED AND             MALPRACTICE             LIABILITY              LIABILITY
LOSSES INCURRED
(A)  1987                        0                      0                      0
(B)  1988                        0                      0                      0
(C)  1989                        0                      0                      0
(D)  1990                        0                      0                      0
(E)  1991                        0                      0                      0
(F)  1992                        0                      0                      0
(G)  1993                        0                      0                      0
(H)  TOTALS                      0                      0                      0
3.  THE TERM "LOSS EXPENSE" INCLUDES ALL PAYMENTS FOR LEGAL EXPENSES, INCLUDING
    ATTORNEY'S AND WITNESS FEES AND COURT COSTS, SALARIES AND EXPENSES OF
    INVESTIGATORS, ADJUSTORS AND FIELD MEN, RENTS, STATIONERY, TELEGRAPH AND
    TELEPHONE CHARGES, POSTAGE, SALARIES AND EXPENSES OF OFFICE EMPLOYEES, HOME
    OFFICE EXPENSES AND ALL OTHER PAYMENTS UNDER OR ON ACCOUNT OF SUCH INJURIES,
    WHETHER THE PAYMENTS ARE ALLOCATED TO SPECIFIC CLAIMS OR ARE UNALLOCATED.
    ARE THEY SO REPORTED IN THIS STATEMENT?  ANSWER:            YES (X)   NO ( )
4.  THE UNALLOCATED LOSS EXPENSE PAYMENTS PAID DURING THE MOST RECENT CALENDAR
    YEAR SHOULD BE DISTRIBUTED TO THE VARIOUS YEARS IN WHICH LOSSES WERE
    INCURRED AS FOLLOWS:  (1) 45% TO THE MOST RECENT YEAR, (2) 5% TO THE NEXT
    MOST RECENT YEAR, AND (3) THE BALANCE TO ALL YEARS, INCLUDING THE MOST
    RECENT, IN PROPORTION TO THE AMOUNT OF LOSS PAYMENTS PAID FOR EACH YEAR
    DURING THE MOST RECENT CALENDAR YEAR.  IF THE DISTRIBUTION IN (1) OR (2)
    PRODUCES AN ACCUMULATED DISTRIBUTION TO SUCH YEAR IN EXCESS OF 10% OF
    THE PREMIUMS EARNED FOR SUCH YEAR, DISREGARDING ALL DISTRIBUTIONS MADE UNDER
    (3), SUCH ACCUMULATED DISTRIBUTION SHOULD BE LIMITED TO 10% OF PREMIUMS
    EARNED AND THE BALANCE DISTRIBUTED IN ACCORDANCE WITH (3). ARE THEY SO
    REPORTED IN THIS STATEMENT?  ANSWER:                        YES (X)   NO ( )
5.  DO ANY LINES IN SCHEDULE P INCLUDE RESERVES WHICH ARE REPORTED GROSS OF ANY
    DISCOUNT TO PRESENT VALUE OF FUTURE PAYMENTS, BUT ARE REPORTED NET OF SUCH
    DISCOUNTS ON PAGE 10?                                       YES ( )   NO ( )
    IF YES, PROPER REPORTING MUST BE MADE IN THE NOTES TO FINANCIAL STATEMENTS,
    AS SPECIFIED IN THE INSTRUCTIONS.  ALSO, THE DISCOUNTS MUST BE REPORTED IN
    SCHEDULE P - PART 1, COLUMNS 31 AND 32.
    SCHEDULE P MUST BE COMPLETED GROSS OF NON-TABULAR DISCOUNTING.  WORK PAPERS
    RELATING TO DISCOUNT CALCULATIONS MUST BE AVAILABLE FOR EXAMINATION UPON
    REQUEST.
    DISCOUNTING IS ALLOWED ONLY IF EXPRESSLY PERMITTED BY THE STATE INSURANCE
    DEPARTMENT TO WHICH THIS ANNUAL STATEMENT IS BEING FILED.
6.  WHAT WERE THE NET PREMIUMS IN FORCE AT THE END OF THE YEAR FOR:
    (IN THOUSANDS OF DOLLARS)               (A) FIDELITY                   2,814
                                            (B) SURETY                    41,120
7.  CLAIM COUNT INFORMATION IS REPORTED (CHECK ONE).        (A) PER CLAIM    ___
    IF NOT THE SAME IN ALL YEARS, EXPLAIN IN QUESTION 8.    (B) PER CLAIMANT ___
8.  THE INFORMATION PROVIDED IN SCHEDULE P WILL BE USED BY MANY PERSONS TO
    ESTIMATE THE ADEQUACY OF THE CURRENT LOSS AND EXPENSE RESERVES, AMONG OTHER
    THINGS.  ARE THERE ANY ESPECIALLY SIGNIFICANT EVENTS, COVERAGE, RETENTION OR
    ACCOUNTING CHANGES WHICH HAVE OCCURRED WHICH MUST BE CONSIDERED WHEN MAKING
    SUCH ANALYSES (AN EXTENDED STATEMEMT MAY BE ATTACHED).


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