AMERICAN FINANCIAL CORP
10-K405, 1995-04-04
FIRE, MARINE & CASUALTY INSURANCE
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<PAGE>   1

THIS DOCUMENT IS A COPY OF THE FORM 10-K FILED ON APRIL 3, 1995 PURSUANT TO A
RULE 201 TEMPORARY HARDSHIP EXEMPTION.


                       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, 1994
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:
<TABLE>
<CAPTION>
                                                                                         Name of Each Exchange
      Title of Each Class                                                                on which Registered
      -------------------                                                                -------------------
     <S>                                                                                 <C>
      Nonvoting Cumulative Preferred Stock:
        Series E, F and G                                                                Cincinnati and Pacific
      9-1/2% Debentures due April 22, 1999                                               Cincinnati and Pacific
      9-3/4% Debentures due April 20, 2004                                               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
</TABLE>

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
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, 1995, there were 18,971,217 shares of Common Stock
outstanding, all of which were privately owned.


                   Documents Incorporated by Reference:  None

<PAGE>   2
                         AMERICAN FINANCIAL CORPORATION

                             INDEX TO ANNUAL REPORT

                                  ON FORM 10-K



<TABLE>
<CAPTION>
Part I                                                                                                  Page
                                                                                                        ----
<S>                                                                                                      <C>
  Item  1 - Business:
                    Introduction                                                                          1
                    Great American Insurance Group                                                        3
                    American Annuity Group and Great American
                      Life Insurance Company                                                             14
                    American Premier                                                                     17
                    Chiquita Brands International                                                        21
                    Citicasters                                                                          23
                    Other Companies                                                                      25
                    Investment Portfolio                                                                 26
                    Seasonality                                                                          28
                    Competition                                                                          28
                    Regulation                                                                           28
  Item  2 - Properties                                                                                   31
  Item  3 - Legal Proceedings                                                                            32
  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                                                                    33
  Item  6 - Selected Financial Data                                                                      33
  Item  7 - Management's Discussion and Analysis of Financial
              Condition and Results of Operations:
                      General                                                                            34
                      1995 Merger                                                                        34
                      Liquidity and Capital Resources                                                    35
                      Results of Operations                                                              40
  Item  8 - Financial Statements and Supplementary Data                                                  45
  Item  9 - Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure                                                     *


Part III
  Item 10 - Directors and Executive Officers of the Registrant                                           46
  Item 11 - Executive Compensation                                                                       47
  Item 12 - Security Ownership of Certain Beneficial Owners
                    and Management                                                                       47
  Item 13 - Certain Relationships and Related Transactions                                               47


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



* The response to this Item is "none".


<PAGE>   3
                                     PART I

                                     ITEM 1

                                    Business
                                    --------
Introduction
- ------------
       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.  At December 31, 1994, Carl H.
Lindner and certain members of the Lindner family owned all of the outstanding
Common Stock of AFC  (See "1995 merger" below).

       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 and radio and television station
operations.

1995 Merger

       On March 23, 1995, shareholders of American Premier Underwriters, Inc.
("American Premier") approved the merger of AFC with a newly formed subsidiary
of American Premier Group, Inc. ("New American Premier"), another new company
formed to own 100% of the common stock of both AFC and American Premier.
Consummation of the merger is pending receipt of a ruling from the Internal
Revenue Service which is expected at the end of March or early April.  In the
transaction, Carl H. Lindner and members of his family, who own 100% of the
common stock of AFC, will exchange their AFC Common Stock for approximately 55%
of New American Premier voting common stock.  Shareholders of American Premier,
including AFC and its subsidiaries, will receive shares of New American Premier
stock on a one-for-one basis.  As a result of the merger, AFC and its
subsidiaries will own 18.7 million shares of the common stock of New American
Premier which, as long as AFC is owned by New American Premier, generally will
not be eligible to vote.

       AFC will continue to be a separate SEC reporting company with publicly
traded debentures and preferred stock.  Holders of AFC Series F and G Preferred
Stock will be granted voting rights equal to approximately 21% of the total
voting power of AFC shareholders immediately prior to the merger.  AFC and New
American Premier have stated that following completion of the transaction they
will likely redeem substantial amounts of the debt of American Premier, AFC and
AFC's wholly-owned subsidiaries.

                                      1

<PAGE>   4
General

       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 F to AFC's financial statements).  The
following table shows AFC's percentage ownership of voting securities of its
significant affiliates over the past several years:

<TABLE>
<CAPTION>
                                                                    Ownership at December 31,    
                                                            -------------------------------------
                                                             1994       1993         1992        1991        1990
                                                             ----       ----         ----        ----        ----
<S>                                                          <C>        <C>          <C>         <C>         <C>
Great American Insurance Group                               100%       100%         100%        100%        100%
Great American Life Insurance Company                         (a)        (a)          (a)        100%        100%
American Annuity Group                                        80%        80%          82%         39%         32%
American Financial Enterprises                                83%        83%          83%         82%         82%
American Premier Underwriters                                 42%        41%          51%         50%         42%
Chiquita Brands International                                 46%        46%          46%         48%         54%
Citicasters (formerly Great American                          37%        20%          40%         40%         65%
  Communications "GACC")
General Cable                                                 (b)        45%          45%          -           -
Spelling Entertainment Group                                   -         (c)          48%         53%         53%
</TABLE>

(a)     Sold to American Annuity Group in December 1992.
(b)     Sold in June 1994.  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 in March 1993.

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

       American Annuity Group  Between 1990 and 1992, American Annuity disposed
of its manufacturing 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.

       American Premier Underwriters  In 1991, American Premier repurchased and
retired approximately 6 million shares of its common stock.  During 1991, AFC
purchased an additional 1.6 million shares of American Premier common.  In
1993, American Financial Enterprises, Inc. ("AFEI") sold 4.5 million shares of
American Premier common stock in a secondary public offering.

       Chiquita Brands International  In 1991, Chiquita sold 5 million shares
of its stock in a public offering.

       Citicasters  In 1991, GACC issued 21.6 million common 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.  In June 1994, AFEI purchased 1.2 million
shares of Citicasters common stock.  In the second half of 1994, Citicasters
repurchased and retired approximately 2.4 million shares of its common stock.


                                      2

<PAGE>   5
       General Cable  In 1992, American Premier distributed to its shareholders
approximately 88% of the stock of General Cable, which was formed to own
certain of American Premier's manufacturing businesses.  AFC and its
subsidiaries received approximately 45% of General Cable in the spin-off.  In
1994, an unaffiliated company acquired all of the common stock of General Cable
including AFC's and the 12% which had been retained by American Premier.

       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 1993, AFC
sold its common stock investment in Spelling to Blockbuster Entertainment
Corporation.

_______________________________________________________


       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 3,500 persons.

       According to the most recent ranking published in "Best's Review", Great
American was the 43rd largest among all property and casualty insurance groups
operating in the United States on the basis of total net premiums written in
1993.  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".

       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 period it was owned by GAI.

       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 generally accepted accounting principles ("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,
netting of reinsurance recoverables and prepaid reinsurance premiums against
the corresponding liability, 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.


                                      3

<PAGE>   6
       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>
<CAPTION>
                                             1994           1993           1992            1991           1990
                                             ----           ----           ----            ----           ----
<S>                                      <C>            <C>            <C>               <C>            <C>
Statutory Basis
- ---------------
Premiums Earned                            $1,376         $1,243         $1,220          $1,214         $1,635
Admitted Assets                             4,139          3,884          3,760           3,893          3,644
Unearned Premiums                             668            562            517             514            521
Loss and Loss Adjustment
  Expense Reserves                          2,206          2,144          2,151           2,194          2,200
Capital and Surplus                           943            887            851             840            688

GAAP Basis
- ----------
Premiums Earned                            $1,379         $1,241         $1,220          $1,197         $1,619
Total Assets                             5,819(*)       5,385(*)       5,299(*)           4,518          4,438
Unearned Premiums                          825(*)         675(*)         595(*)             506            512
Loss and Loss Adjustment
  Expense Reserves                       2,917(*)       2,724(*)       2,670(*)           2,129          2,137
Shareholder's Equity                        1,548          1,464          1,439           1,261          1,270
</TABLE>

(*)   Grossed up for reinsurance recoverables in accordance with a change in
accounting rules.

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%, 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).  Insurance ratios computed on a
GAAP basis are not significantly different from the statutory ratios presented
below.

<TABLE>
<CAPTION>
                                                1994           1993            1992          1991            1990
                                                ----           ----            ----          ----            ----
<S>                                           <C>            <C>             <C>           <C>             <C>
Premiums Written                              $1,482         $1,287          $1,224        $1,202          $1,712
Premiums Earned                                1,376          1,243           1,220         1,214           1,635

Loss Ratio                                     58.1%          58.7%           59.3%         57.9%           62.4%
Loss Adjustment Expense Ratio                   14.1           12.1            11.9          12.1            11.1
Underwriting Expense Ratio                      30.8           33.1            33.3          32.4            30.4
Combined Ratio                                 103.0          103.9           104.5         102.4           103.9
Combined Ratio (after
  policyholders' dividends):
    Great American                             103.6          103.9           105.0         103.2           104.8
    Industry (stock
      companies)(*)                            109.4          107.9           119.1         109.5           109.4
</TABLE>

(*) Source:        "Best's Aggregates & Averages - Property/Casualty" (1994
                   Edition); 1994 is an estimate (industry wide) from "Best
                   Week Property/Casualty Supplement" (1/11/95 Edition)



                                      4

<PAGE>   7
       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 1994, approximately half of Great
American's premiums were written in these specialized niche product areas.

       Certain natural disasters (hurricanes, tornados, floods, 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 the Northridge, California earthquake and winter storms
in 1994; flooding in the Midwest in 1993; Hurricanes Andrew and Iniki, Chicago
flooding, and Los Angeles civil disorder in 1992 and Oakland fires in 1991.
Total net losses to AFC's insurance operations from catastrophes were $51
million in 1994; $26 million in 1993; $42 million in 1992; $22 million in 1991;
and $13 million in 1990.  These amounts are included in the tables herein.

       Insurance regulations in various states require prior approval of
premium rate increases on approximately two-thirds of Great American's personal
lines business which represents about one-fourth of Great American's total
business.  The commercial business generally does not require prior approval,
although a number of states impose some degree of review of commercial rates.

                                        5


<PAGE>   8
       Information for the major classes of business written by Great American
follows (dollars in millions).  Losses incurred and loss ratios exclude loss
adjustment expenses.  Combined ratios are stated before policyholders'
dividends.

<TABLE>
<CAPTION>
                                             1994           1993           1992            1991          1990
                                             ----           ----           ----            ----          ----
<S>                                        <C>            <C>            <C>             <C>           <C>
Auto Liability and Physical
 Damage (A)
  Premiums Written                           $453           $424           $397            $364          $820
  Premiums Earned                             436            403            389             362           785
  Losses Incurred                             263            249            259             187           504
  Loss Ratio                                60.3%          61.8%          66.6%           51.5%         64.1%
  Combined Ratio                           104.2%         103.4%         107.7%           92.2%        102.5%

Property and Multiple
 Peril (B)
  Premiums Written                           $407           $349           $329            $368          $387
  Premiums Earned                             381            337            347             378           374
  Losses Incurred                             240            189            228             235           203
  Loss Ratio                                63.0%          56.0%          65.6%           62.3%         54.3%
  Combined Ratio                           111.4%         103.9%         117.3%          110.6%        102.4%

Workers' Compensation and
 Other Liability (C)
  Premiums Written                           $424           $343           $349            $349          $390
  Premiums Earned                             373            338            349             357           369
  Losses Incurred                             191            216            173             235           267
  Loss Ratio                                51.2%          64.1%          49.6%           65.7%         72.6%
  Combined Ratio                            90.8%         108.5%          92.7%          109.9%        114.8%

All Other (D)
  Premiums Written                           $198           $171           $149            $121          $115
  Premiums Earned                             186            165            135             117           107
  Losses Incurred                             105             75             64              46            47
  Loss Ratio                                56.4%          45.5%          47.6%           38.8%         43.9%
  Combined Ratio                           108.6%          95.4%          93.1%           82.0%         87.8%
<FN>
(A)    Includes related bodily injury and property 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, directors and officers'
       liability and collateral protection. -- Unusually low Combined Ratios in
       1992 and 1994 generally reflect reductions in redundant reserves on
       certain matured lines of commercial liability coverages written in the
       late 1980s and general improvement in 1994 in workers' compensation due
       to industry-wide reforms, improved rate structures, and favorable trends
       in medical care inflation and incidents of fraud, along with emphasis on
       specific programs (i.e. Drug- Free Workplace) and a focus on profitable
       pockets of business and classes.

(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
</TABLE>
                                        6

<PAGE>   9
       Surety operations.  Unusually high Combined Ratio in 1994 generally
       reflects the effects of the Northridge, California earthquake and poor
       results from an industrial risk pool arrangement.

       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.

<TABLE>
<CAPTION>
                                               1994            1993           1992            1991           1990
                                               ----            ----           ----            ----           ----

<S>                                            <C>             <C>            <C>             <C>            <C>
Great American                                 1.57            1.45           1.44            1.43           2.49
Industry (stock companies) (*)                 1.35            1.22           1.29            1.33           1.53
</TABLE>

(*)  Source:       "Best's Aggregates & Averages - Property/Casualty"; 1994 is
                   an estimate (industry wide) from "Best Week
                   Property/Casualty Supplement" (1/11/95 Edition)

       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 1994 compared to
1990, before giving effect to reinsurance, was as follows (dollars in
millions):

<TABLE>
<CAPTION>
                                                               1994                                1990       
                                                        ------------------                  ------------------
      Location                                       Premiums          %                 Premiums          %  
      --------                                       --------       ------               --------       ------
      <S>                                             <C>           <C>                    <C>          <C>
      California                                      $  250         12.7%                 $  198        10.6%
      Texas                                              242         12.3                      59         3.2
      New York                                           169          8.6                     107         5.8
      Connecticut                                        124          6.3                     127         6.8
      Pennsylvania                                       108          5.5                      45         2.4
      New Jersey                                         102          5.2                      78         4.2
      North Carolina                                      94          4.8                     104         5.6
      Massachusetts                                       68          3.5                      40         2.2
      Florida                                             68          3.5                     123         6.6
      Illinois                                            62          3.2                      67         3.6
      Michigan                                            59          3.0                      67         3.6
      Ohio                                                55          2.8                      71         3.8
      Oklahoma                                            53          2.7                      89         4.8
      Maryland                                            40          2.1                      37         2.0
      Washington                                           *           *                       40         2.2
      Georgia                                              *           *                      103         5.5
      Virginia                                             *           *                       49         2.6
      Tennessee                                            *           *                       45         2.4
      Alabama                                              *           *                       41         2.2
      Indiana                                              *           *                       39         2.1
      All others, including foreign,
        each less than 2%                                468         23.8                     331        17.8
                                                      ------        -----                  ------       -----

                                                      $1,962        100.0%                 $1,860       100.0%
                                                      ======        =====                  ======       ===== 
</TABLE>
      (*) Less than 2%.
                                                7

<PAGE>   10
       In August 1994, the California Supreme Court upheld Proposition 103, an
insurance reform measure passed by California voters in 1988.  In addition to
increasing rate regulation, Proposition 103 gives the California insurance
commissioner power to mandate rate rollbacks for most lines of property and
casualty insurance.  By its terms, Proposition 103 does not affect workers'
compensation insurance.  On March 22, 1995, Great American signed a settlement
agreement with the California Department of Insurance setting its refund
obligation at $19 million.  The agreement is expected to become final in April,
following a required waiting period.

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.

      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 4% to 8%.  As a result, the total
liability for losses and LAE at December 31, 1994, 1993 and 1992 has been
reduced by $71 million, $56 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.



                                        8


<PAGE>   11
      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>
<CAPTION>
                                                                            1994           1993          1992
                                                                            ----           ----          ----

       <S>                                                                <C>            <C>           <C>
       Balance at beginning of period                                     $2,113         $2,123        $2,129

       Provision for losses and loss adjustment
         expenses occurring in the current year                            1,027            879           882
       Net decrease in provision for claims
         occurring in prior years                                           (40)            (3)          (14)
                                                                         ------         ------        ------ 
                                                                             987            876           868
       Payments for losses and loss adjustment
         expenses occurring during:
           Current year                                                    (381)          (320)         (313)
           Prior years                                                     (532)          (566)         (561)
                                                                         ------         ------        ------ 
                                                                           (913)          (886)         (874)
                                                                         ------         ------        ------ 

       Balance at end of period                                           $2,187         $2,113        $2,123
                                                                          ======         ======        ======

       Add back reinsurance recoverables                                     730            611           547
                                                                          ------         ------        ------

       Unpaid losses and LAE included in
         Balance Sheet, gross of reinsurance                              $2,917         $2,724        $2,670
                                                                          ======         ======        ======
</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>
<CAPTION>
                                                                            1994           1993          1992
                                                                            ----           ----          ----
       <S>                                                                <C>            <C>           <C>
       Adjustment for reserve data reported
         by reinsureds and involuntary
         pools and associations                                              $28            $45           $32
       Adjustment for claim payments and antici-
         pated claim payments in amounts less
         than previously anticipated                                        (73)           (53)          (47)
       Amortization of discount on certain
         long-term reserves                                                    5              5             1
                                                                             ---            ---           ---

       Net decrease                                                        ($40)          ($ 3)         ($14)
                                                                            ===            ===           === 

       Net decrease as a percent of
         prior year's liability                                           (1.9%)         (0.1%)        (0.7%)
</TABLE>



                                        9


<PAGE>   12
    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 second
line shows the re-estimated liability as of December 31, 1994.  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 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>
                                  1984     1985    1986     1987    1988     1989   1990    1991    1992    1993     1994
                                  ----     ----    ----     ----    ----     ----   ----    ----    ----    ----     ----
<S>                          <C>        <C>     <C>     <C>     <C>      <C>     <C>    <C>     <C>    <C>        <C>
LIABILITY FOR UNPAID LOSSES
AND LOSS ADJUSTMENT EXPENSES:
- -----------------------------
  AS ORIGINALLY ESTIMATED       $1,302   $1,605  $1,843   $2,024  $2,209   $2,246 $2,137  $2,129  $2,123  $2,113   $2,187
  AS RE-ESTIMATED AT
    DECEMBER 31, 1994            2,101    2,379   2,250    2,214   2,275    2,271  2,120   2,086   2,085   2,073      N/A

LIABILITY RE-ESTIMATED AS OF:
- -----------------------------
  ONE YEAR LATER  . . . .   108.2%  109.2%   102.7%  102.5%    99.8%  100.4%   98.6%   99.3%   99.9%   98.1%
  TWO YEARS LATER . . . .   120.5%  116.7%   107.3%  103.6%   100.0%   99.3%   97.7%   98.7%   98.2%
  THREE YEARS LATER . . .   126.2%  123.4%   109.7%  103.1%    99.7%   98.4%   97.4%   98.0%
  FOUR YEARS LATER  . . .   132.8%  129.9%   110.8%  102.5%    98.7%   98.2%   99.2%
  FIVE YEARS LATER  . . .   138.8%  132.3%   111.8%  102.6%    99.1%  101.1%
  SIX YEARS LATER . . . .   142.2%  134.8%   112.7%  103.5%   103.0%
  SEVEN YEARS LATER . . .   145.5%  136.6%   115.3%  109.4%
  EIGHT YEARS LATER . . .   148.1%  140.7%   122.1%
  NINE YEARS LATER  . . .   153.0%  148.2%
  TEN YEARS LATER . . . .   161.4%

CUMULATIVE DEFICIENCY
  (REDUNDANCY)               61.4%   48.2%    22.1%     9.4%    3.0%    1.1%   (.8%)   (2.0%)  (1.8%)  (1.9%)     N/A
                            ======  ======   ======   ======   =====   =====  =====    =====   =====   =====    =====


CUMULATIVE PAID AS OF:
- ----------------------
  ONE YEAR LATER  . . . .    44.8%   45.5%    33.0%   29.2%    29.4%   32.3%   26.1%   26.4%   26.7%   25.2%
  TWO YEARS LATER . . . .    68.3%   69.0%    52.5%   49.0%    48.6%   48.2%   43.2%   43.0%   43.7%
  THREE YEARS LATER . . .    87.0%   84.6%    67.7%   63.5%    59.8%   59.2%   55.3%   55.4%
  FOUR YEARS LATER  . . .    99.6%   96.6%    79.3%   72.2%    67.9%   67.6%   64.8%
  FIVE YEARS LATER  . . .   109.3%  106.4%    86.4%   78.5%    74.0%   74.3%
  SIX YEARS LATER . . . .   117.7%  112.4%    91.9%   83.6%    79.5%
  SEVEN YEARS LATER . . .   123.3%  117.3%    96.1%   87.7%
  EIGHT YEARS LATER . . .   127.9%  121.3%   100.0%
  NINE YEARS LATER  . . .   131.8%  125.2%
  TEN YEARS LATER . . . .   135.9%
</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 1994, but incurred in 1984, would be included in
the re-estimated liability and cumulative deficiency percentage for each of the
years 1984 through 1993.  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.

        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
                                      10

<PAGE>   13
       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.  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.

       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, 1994,
are as follows (in millions):

<TABLE>
<S>                                                                                             <C>
Liability reported on a SAP basis                                                               $2,206

  Additional discounting of GAAP reserves in excess
    of the statutory limitation for SAP reserves                                                   (18)
  Estimated salvage and subrogation recoveries recorded on
    a cash basis for SAP and on an accrual basis for GAAP                                           (1)
  Reinsurance recoverables                                                                         730
                                                                                                ------

Liability reported on a GAAP basis                                                              $2,917
                                                                                                ======
</TABLE>

Asbestos and Environmental

       The insurance industry typically includes only claims relating to
polluted waste sites and asbestos in defining environmental exposures.  Great
American extends this definition to include claims relating to breast implants,
repetitive stress on keyboards, DES (a drug used in pregnancies years ago
alleged to cause cancer and birth defects), and other latent injuries ("A&E").

       Establishing reserves for A&E claims is subject to uncertainties that
are greater than those presented 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, unresolved legal issues regarding policy coverage, and the
extent and timing of any such contractual liability.  Courts have reached
different and sometimes inconsistent conclusions as to when the loss occurred
and what policies provide coverage, what claims are covered, whether there is
an insured obligation to

                                      11

<PAGE>   14
defend, how policy limits are determined and other policy provisions.
Management believes these issues are not likely to be resolved in the near
future.

       Prior to the fourth quarter of 1994, Great American maintained reserves
only on its reported A&E claims; reserves for claims incurred but not reported
("IBNR") were not allocated to A&E claims.  Following completion of a detailed
analysis in the fourth quarter, Great American allocated a specific portion of
its IBNR reserves to A&E claims.  Based on known facts and current law,
management believes that its reserves for such claims are adequate.

       The following table is a progression of reserves (in millions) for
exposures for which Great American has been held liable under general liability
policies written years ago where environmental coverage was not intended and,
in many cases, was specifically excluded.

<TABLE>
<CAPTION>
                                                                       1994            1993           1992
                                                                       ----            ----           ----
             <S>                                                     <C>             <C>            <C>
             Reserves at beginning of year                           $141.5          $142.6         $141.3
             Incurred losses and LAE                                  118.3            36.4           27.9
             Paid losses and LAE                                      (33.0)          (37.5)         (26.6)
                                                                    ------           -----          ----- 
             Reserves at end of year, net of
               reinsurance recoverable                                226.8           141.5          142.6
             Reinsurance recoverable                                  155.0           106.9           86.9
                                                                     ------          ------         ------
             Gross reserves at end of year                           $381.8          $248.4         $229.5
                                                                     ======          ======         ======
</TABLE>

       Since the mid-1980's, Great American has also written certain
environmental coverages (asbestos abatement and underground storage tank
liability) in which the premium charged is intended to provide coverage for the
specific environ- mental exposures inherent in these policies.  The business
has been profitable since its inception.  To date, approximately $160 million
of premiums has been written and reserves for unpaid losses and LAE aggregated
$56 million at December 31, 1994 (not included in the above table).

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 91% of the next $110 million in
losses.  Contracts relating to reinsurance are subject to periodic
renegotiation.
                                      12

<PAGE>   15
       Included in "recoverables from reinsurers and prepaid reinsurance
premiums" were $75 million on paid losses and LAE and $730 million on unpaid
losses and LAE at December 31, 1994.  The collectibility of a reinsurance
balance is based upon the financial condition of a reinsurer as well as
individual claim considerations.  Market conditions over the past few years
have forced many reinsurers into financial difficulties or liquidation
proceedings.  At December 31, 1994, Great American had an allowance of
approximately $79 million for doubtful collection of reinsurance recoverables.
Great American regularly monitors the financial strength of its reinsurers.
This process periodically results in the transfer of risks to more financially
secure reinsurers.  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.  Management believes that this present group of reinsurers
is financially sound.

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

<TABLE>
<CAPTION>
                                                          1994         1993         1992         1991        1990
                                                          ----         ----         ----         ----        ----
<S>                                                       <C>          <C>          <C>          <C>         <C>
Reinsurance ceded to:
  Non-affiliates                                          $402         $333         $272         $221        $201
  Affiliates                                               161           89           56           63          18
Reinsurance assumed - primarily
  non-voluntary pools and associations                      83           61           71           55          71
</TABLE>

       All of the Texas business written by two companies controlled and
managed by Great American is "ceded to" Great American.  These companies ceded
written premiums of $63 million in 1993, $17 million in 1992, $8 million in
1991 and $8 million in 1990.  Beginning in 1994, statutory guidelines require
that this business be reported as direct, rather than assumed, due to the
relationship of these companies with Great American.  Prior year amounts have
been reclassified to conform with the current year's presentation.

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):

<TABLE>
<CAPTION>
                                                          1994         1993         1992         1991        1990
                                                          ----         ----         ----         ----        ----

<S>                                                     <C>          <C>          <C>          <C>         <C>
Average Cash and Investments at Cost                    $2,614       $2,475       $2,326       $2,220      $2,277
Investment Income                                          205          202          203          186         211
Net Realized Gains (Losses)                                 45           43           58            3         (91)
Credit (Provision) for Impairment on
  Investments                                               -            (2)          32          (85)        (69)
Percentage Earned:
  Excluding Realized Gains (Losses) (A)                    7.8%         8.2%         8.7%         8.4%        9.3%
  Including Realized Gains (Losses) (A)                    9.6%         9.9%        11.2%         8.5%        5.3%
  Including Realized Gains (Losses)
    and Credit (Provision) for
    Impairment on Investments                              9.6%         9.9%        12.6%         4.7%        2.3%
Increase (Decrease) in Unrealized
  Gains on Marketable Securities
  (Net of Realized Gains and Losses)                     ($105)         $84          $61        ($110)       ($41)
</TABLE>

(A) Excludes provision for losses on investments.

_____________________________________________________

                                      13


<PAGE>   16
American Annuity Group and Great American Life Insurance Company

       Data in this section relating to the period following the sale of GALIC
to American Annuity generally has been taken from American Annuity's 1994 Form
10-K.

General

       American Annuity is a holding company whose primary asset is the capital
stock of GALIC which it acquired from GAI on December 31, 1992.  GALIC sells
annuities primarily to employees of qualified not-for-profit organizations.
GALIC is currently rated "A" (Excellent) by A.M. Best.  American Annuity and
its subsidiaries employ approximately 440 persons.

       The following table (in millions) presents information concerning GALIC
on a GAAP basis, unless otherwise noted.

<TABLE>
<CAPTION>
                                                    1994          1993          1992          1991          1990
                                                    ----          ----          ----          ----          ----
<S>                                               <C>           <C>           <C>           <C>           <C>
Total Assets (A)                                  $5,071        $4,883        $4,436        $4,686        $3,847
Annuity Policyholders' Funds
  Accumulated                                      4,615         4,257         3,974         3,727         3,398
GAAP Stockholders' Equity                            449           520           418           358           355
Statutory Basis:
  Capital and Surplus                                256           251           216           219           192
  Asset Valuation Reserve (B)(C)                      80            70            71           112            10
  Interest Maintenance Reserve (C)                    28            36            17            -             -

Annuity Receipts:
  Flexible Premium:
    First Year                                      $ 39          $ 47          $ 48          $ 67          $ 73
    Renewal                                          208           223           232           240           220
                                                    ----          ----          ----          ----          ----
                                                     247           270           280           307           293
  Single Premium                                     196           130            80           153           238
                                                    ----          ----          ----          ----          ----
    Total Annuity Receipts                          $443          $400          $360          $460          $531
                                                    ====          ====          ====          ====          ====
<FN>
(A)    Includes the following amounts for securities purchased in December and
       paid for in the subsequent year: 1994 - $0; 1993 - $68 million; 1992 -
       $0.2 million; 1991 - $557 million and 1990 - $46 million.
(B)    For 1991 and 1990, amounts represent 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.  Contributions are
made at the discretion of the participants through payroll deductions or
through tax-free "rollovers" of funds.  Federal income taxes are not payable on
contributions or earnings until amounts are withdrawn.


                                      14

<PAGE>   17
       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 are issued in exchange for a one-time
lump-sum premium payment.  Since January 1, 1990, approximately three-fourths
of GALIC's SPDA receipts have resulted from rollovers of tax-deferred funds
previously maintained by policyholders with other insurers.  In 1994, FPDAs
accounted for approximately 55% of GALIC's total annuity receipts.

       All of GALIC's annuity products have been fixed rate annuities.  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.  At December 31, 1994, approximately 94% of
GALIC's policyholder liabilities consisted of annuities which offered a minimum
interest rate guarantee of 4%.  GALIC's new products offer a minimum guaranteed
rate of 3%.  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.

       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 crediting rates which it has the option to
change, (ii) designing annuity products that encourage persistency and (iii)
maintaining an appropriate matching of assets and liabilities.  GALIC imposes
certain surrender charges and front-end fees during the first five to ten years
of a policy to discourage customers from surrendering or withdrawing funds in
those early years.  Over the past five years, the annual persistency rate of
GALIC's annuity products has averaged 92%.

       At December 31, 1994, GALIC had approximately 250,000 annuity policies
in force, nearly all of which were individual contracts.  GALIC's policyholders
are employees of over 7,300 institutions nationwide.  Of the $4.7 billion in
total statutory reserves held by GALIC as of December 31, 1994, approximately
94% were attributable to policies in the accumulation phase.  Annuity surrender
payments have averaged approximately 8% of statutory reserves over the past
five years.

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 1994, written
premiums from this market segment represented approximately three-fourths of
GALIC's total tax qualified premiums.

       GALIC markets its annuity products through over 50 managing general
agents ("MGAs") who, in turn, direct more than 900 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.



                                      15
<PAGE>   18
       GALIC is licensed to sell its products in all states (except New York)
and in the District of Columbia and Virgin Islands.  The geographical
distribution of GALIC's annuity premiums written in 1994 compared to 1990 was
as follows (dollars in millions):
<TABLE>
<CAPTION>
                                                              1994                             1990      
                                                      ---------------------           ----------------------
       Location                                       Premiums          %             Premiums           %  
       --------                                       --------        -----           --------         -----
       <S>                                                <C>        <C>                   <C>        <C>
       California                                         $ 91         20.6%               $111         20.9%
       Michigan                                             40          9.0                  62         11.7
       Florida                                              38          8.6                  40          7.5
       Massachusetts                                        35          7.9                  48          9.0
       Ohio                                                 27          6.1                  20          3.8
       Connecticut                                          20          4.5                  36          6.8
       Minnesota                                            20          4.5                   *           *
       New Jersey                                           20          4.5                  29          5.5
       Washington                                           16          3.6                   *           *
       Illinois                                             14          3.2                  18          3.4
       North Carolina                                       13          2.9                   *           *
       Texas                                                11          2.5                  47          8.9
       Rhode Island                                          9          2.0                  14          2.6
       All others, each less than 2%                        89         20.1                 106         19.9
                                                          ----        -----                ----        -----

                                                          $443        100.0%               $531        100.0%
                                                          ====        =====                ====        ===== 
<FN>

         (*) Less than 2%.
</TABLE>

       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):

<TABLE>
<CAPTION>
                                                          1994         1993         1992         1991        1990
                                                          ----         ----         ----         ----        ----

<S>                                                     <C>          <C>          <C>          <C>         <C>
Average Cash and Investments at Cost                    $4,744       $4,455       $4,078       $3,828      $3,278
Gross Investment Income                                    377          358          334          340         304
Realized Gains (Losses)                                     -            35           27            4         (32)
Credit (Provision) for Impairment on
  Investments                                               -            -            -            51         (23)
Percentage Earned:
  Excluding Realized Gains (Losses) (A)                    7.9%         8.0%         8.2%         8.9%        9.3%
  Including Realized Gains (Losses) (A)                    7.9%         8.8%         8.9%         9.0%        8.3%
  Including Realized Gains (Losses)                                                                        
    and Credit (Provision) for                                                                            
    Impairment on Investments                              7.9%         8.8%         8.9%        10.4%        7.6%
<FN>

(A) Excludes provision for losses on investments.

</TABLE>
_____________________________________________________

                                      16

<PAGE>   19
American Premier

Data in this section generally has been taken from American Premier's 1994 Form
10-K.

       American Premier's principal operations are conducted by a group of
insurance subsidiaries which write non-standard automobile insurance and
workers' compensation coverage.  American Premier employs approximately 4,300
persons.

Insurance

       American Premier purchased Great American's non-standard 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 record, occupation or type of vehicle driven, or (ii) those
who have been cancelled or rejected by another insurance company.  Premium
rates for non-standard risks are generally higher than for standard risks.

       The NSA Group has been successful in profitably underwriting this
specialty insurance niche, reporting a statutory combined ratio of 99.7% in
1994.  The NSA Group is comprised of four principal operating units which are
currently rated "A+" (Superior) to "A-" (Excellent) by A.M. Best Company.

       American Premier acquired Republic Indemnity Company of America in 1989.
Republic sells workers' compensation and employer's liability insurance
principally in California.  The workers' compensation portion of the coverage
provides for statutorily prescribed benefits that employers are required to pay
to employees who are injured in the course of employment.  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 reported a statutory combined ratio (after policyholders'
dividends) of 95.9% for 1994.  Management believes that Republic'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.  Republic is currently rated "A+"
(Superior) by A.M. Best Company.

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

                                      17

<PAGE>   20
       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.  The statutory ratios for the major classes of business written by
American Premier's Insurance Group are as follows.

<TABLE>
<CAPTION>
                                                                        1994        1993        1992        1991
                                                                        ----        ----        ----        ----
       <S>                                                            <C>         <C>         <C>         <C>
       Non-standard Automobile
       -----------------------
         Loss and Loss Adjustment Expense Ratio                        76.0%       72.5%       69.7%       70.5%
         Underwriting Expense Ratio                                    23.7%       24.4%       26.1%       26.5%
                                                                      -----       -----       -----       ----- 
         Combined Ratio                                                99.7%       96.9%       95.8%       97.0%
                                                                      =====       =====       =====       ===== 

         Industry Combined Ratio (*)                                  102.7%      101.7%      102.0%      104.7%

       Workers' Compensation
       ---------------------
         Loss and Loss Adjustment Expense Ratio                        57.2%       59.0%       69.1%       66.5%
         Underwriting Expense Ratio                                    18.3%       15.4%       16.0%       16.2%
         Policyholder Dividend Ratio                                   20.4%       13.7%       11.6%       17.7%
                                                                      -----       -----       -----       ----- 
         Combined Ratio                                                95.9%       88.1%       96.7%      100.4%
                                                                      =====       =====       =====       ===== 

         Industry Combined Ratio (*)                                   99.0%      109.1%      121.5%      122.6%
</TABLE>


      (*) Source:      "Best Week Property/Casualty Supplement" (1/11/95
                       Edition); 1994 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 than the private
                       passenger automobile industry average shown above.

      The NSA Group has achieved underwriting success over the past several
years due to the refinement of various risk profiles, thereby dividing the
consumer market into more defined segments which can either be excluded from
coverage or priced properly.  The NSA Group generally writes policies of short
duration, allowing more frequent evaluations of individual risks, providing
management greater flexibility in the ongoing assessment of the business.  In
addition, cost control measures have been implemented in the underwriting and
claims handling areas.

      Republic's workers' compensation insurance operations are highly
regulated by California state authorities.  In July 1993, California enacted
significant changes in the workers' compensation insurance system (the "Reform
Legislation"). The Reform Legislation called for mandated premium rate
reductions that have already impacted Republic's results of operations.

       Management intends to maintain its stringent underwriting standards and
pricing discipline, which are likely to have at least a temporary adverse
effect on premium volume and profitability.  Historically, Republic's
policyholder dividends have been among the highest in the industry.  To meet
future pricing competition, Republic has the option of quoting business without
indication of policyholder dividends.  While this option may serve to partially
mitigate the adverse effects of these developments, the Company is unable to
predict their ultimate impact on its workers' compensation insurance
operations.
                                      18

<PAGE>   21
       The U.S. geographical distribution of gross written premiums in 1994
compared to 1993, was as follows (dollars in millions):

<TABLE>
<CAPTION>
                                                                   1994                              1993      
                                                                 ------------                     -------------
                                                         Premiums         %               Premiums          %  
                                                         --------       -----             --------        -----
            <S>                                            <C>         <C>                    <C>        <C>
            Non-standard Automobile
            -----------------------
              Texas                                        $  145        13.1%                $ 97         10.7%
              Georgia                                         129        11.6                  111         12.3
              Florida                                         126        11.4                  121         13.5
              California                                       72         6.5                   54          6.0
              Arizona                                          63         5.7                   54          6.0
              Tennessee                                        60         5.4                   41          4.6
              Indiana                                          45         4.1                   29          3.3
              Alabama                                          44         4.0                   34          3.8
              Oklahoma                                         39         3.5                   28          3.1
              Mississippi                                      39         3.5                   28          3.1
              All other U.S.                                  347        31.2                  302         33.6
                                                           ------       -----                 ----        -----
                                                           $1,109       100.0%                $899        100.0%
                                                           ======       =====                 ====        ===== 

            Workers' Compensation
            ---------------------
              California                                   $  479        98.8%                $469        100.0%
              Arizona                                           6         1.2                   -            - 
                                                           ------       -----                 ----        -----
                                                           $  485       100.0%                $469        100.0%
                                                           ======       =====                 ====        =====
</TABLE>

       In addition, a 51%-owned company (started in 1993) specializing in
non-standard automobile insurance had 1994 gross written premiums of $63
million in the United Kingdom.

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

       Approximately 89% of net premiums written by Republic in 1994 were from
the sale of policies that provide for the discretionary payment of dividends
(premium refunds).  These dividends are paid when Republic's experience with
such policyholders has been more favorable than certain specified levels and
Republic has had favorable overall financial results.


                                      19

<PAGE>   22
Loss and Loss Adjustment Expense Reserves

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

<TABLE>
<CAPTION>
                                                                                 1994        1993        1992
                                                                                 ----        ----        ----
            <S>                                                                <C>          <C>         <C>
            Balance at beginning of year                                       $  916        $764        $664

            Provision for losses and LAE
              occurring in the current year                                     1,170         914         707
            Net decrease in provision for claims
              occurring in prior years(*)                                         (79)        (58)        (20)
                                                                               ------        ----        ---- 
                                                                                1,091         856         687
            Reserves of subsidiaries purchased                                     13          54          -

            Payments for losses and LAE occurring during:
              Current year                                                       (554)       (413)       (295)
              Prior years                                                        (386)       (345)       (292)
                                                                               ------        ----        ---- 
                                                                                 (940)       (758)       (587)
                                                                               ------        ----        ---- 

            Balance at end of year                                             $1,080        $916        $764
                                                                               ======        ====        ====

            Add back reinsurance recoverables                                      51          45
                                                                               ------        ----

            Unpaid losses and LAE, gross of reinsurance                        $1,131        $961
                                                                               ======        ====
</TABLE>

            (*)   Represents reductions in the estimates of ultimate losses and
LAE related to such claims.

 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).

<TABLE>
<CAPTION>
                                                    1989      1990     1991     1992     1993     1994
                                                    ----      ----     ----     ----     ----     ----
            <S>                                  <C>         <C>      <C>      <C>      <C>    <C>
            Liability for Unpaid Losses
            and Loss Adjustment Expenses:
            -----------------------------
              As originally estimated               $369      $602     $664     $764     $916   $1,080
              As re-estimated at December 31, 1994   313       539      600      672      837      N/A

            Liability Re-estimated as of:
              One year later  . . . . . . . .       97.0%     96.5%    97.0%    92.4%    91.4%
              Two years later . . . . . . . .       89.7%     93.0%    93.4%    87.9%
              Three years later . . . . . . .       85.7%     91.0%    90.4%
              Four years later  . . . . . . .       85.5%     89.6%
              Five years later  . . . . . . .       84.7%

            Cumulative Redundancy                  (15.3%)   (10.4%)  ( 9.6%)  (12.1%)   (8.6%)      N/A
                                                    ====      ====     ====     ====     ====        ===

            Cumulative Paid as of:
              One year later  . . . . . . . .       19.5%     43.0%    44.1%    40.6%    40.9%
              Two years later . . . . . . . .       49.1%     64.4%    64.5%    59.3%
              Three years later . . . . . . .       64.6%     75.2%    74.2%
              Four years later  . . . . . . .       71.4%     79.8%
              Five years later  . . . . . . .       75.1%
</TABLE>

Other

       During 1994 and 1995, American Premier completed the divestiture of all
of its non-insurance subsidiaries.  In June 1994, American Premier sold its
last major non-insurance asset, namely its investment in General Cable common
stock and notes, for $177 million.  American Premier received approximately $42
million in cash and $11 million in notes for other non-insurance assets sold.

_____________________________________________________

                                      20
<PAGE>   23
Chiquita Brands International

       Data in this section generally has been taken from Chiquita's 1994 Form
10-K.

       Chiquita is a leading international marketer, processor and producer of
quality fresh and processed food products.  Chiquita employs approximately
45,000 persons, 36,000 of whom are employed in Central and South America and
5,000 of whom are employed in the Meat Division which is held for sale.  In
recent years, it 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, apples, avocados, citrus, grapes, kiwi, mangos and
            nectarines sold under the "Chiquita" brand name;

       *    Bananas, citrus and other quality fresh fruit including apples,
            apricots, cherries, grapes, 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.  Sales of bananas comprise approximately
60% of Chiquita's total net sales, excluding the Meat Division.

       In 1994, Chiquita sold over 40% of its total banana volumes in each of
Europe and North America.  Chiquita has generally been able to obtain a premium
price for its bananas due to its 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 1994, approximately 35% of all
bananas sold by Chiquita were sourced from Panama.  Bananas sourced from other
countries, including Colombia, Costa Rica, Guatemala and Honduras, comprised
from 4% to 19% (depending on the country) of bananas sold by Chiquita in 1994.
Approximately two-thirds of the bananas sourced by Chiquita in 1994 were
produced by subsidiaries and the remainder were purchased under purchase fruit
arrangements from suppliers.  Chiquita's low concentration of banana production
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 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
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

                                      21

<PAGE>   24
aggregate shipping capacity.  Most of the remaining capacity is operated under
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,"
            "Naked Juice," "Friday" and other brands;

       *    Wet, fresh cut and ready-to-eat salads sold under the "Club Chef"
            and "Naked Foods" 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 Chiquita's specifications.  Chiquita
also produces and sells banana puree, sliced bananas and other specialty banana
products to producers of baby food, fruit beverages, baked goods and
fruit-based products, to wholesalers of bakery and dairy food products and to
selected licensees.  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.  Chiquita markets, refines and produces shortening,
margarine and vegetable oil products from oil palm grown on Chiquita's
plantations located in Costa Rica and Honduras.

       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 major component of its Meat Division in December
1992 and has since made significant progress including: (i) successful ongoing
cost reduction efforts that have contributed to improved Meat Division
operating results; (ii) terminating  retiree medical benefits; (iii) obtaining
government subsidies and union concessions; (iv) obtaining stand alone working
capital financing; and (v) the sale of the specialty meat operations in 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 operations.

_____________________________________________________
                                      
                                      22
<PAGE>   25
Citicasters

       Data in this section generally has been taken from Citicasters' 1994
Form 10-K.

       Citicasters is engaged in the ownership and operation of radio and
television stations.  In June 1994, Citicasters changed its name from Great
American Communications Company to reflect its identity as an owner and
operator of radio and television broadcast stations in metropolitan markets.
At December 31, 1994, Citicasters and its subsidiaries employed approximately
700 full-time employees and 200 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 Citicasters common stock.
In addition, AFC contributed $7.5 million of new capital to Citicasters in
exchange for additional common stock and 14% notes.

       In June 1994, AFEI purchased 1.2 million shares of Citicasters common
stock for $23.9 million in cash.  During the second half of 1994, Citicasters
repurchased 2.4 million shares of its common stock at a total cost of $51.1
million.  At December 31, 1994, AFC owned 37% of Citicasters' voting common
stock; AFC's Chairman owned an additional 17% of the stock.

       During 1994, Citicasters sold its television stations in Birmingham,
Greensboro/High Point, Kansas City, and Phoenix to New World Communications
Group Inc. for $355 million in cash and a five-year warrant to purchase 5
million shares of New World Class A common stock at $15 per share.  Citicasters
used the cash generated from this sale to retire in excess of $300 million in
debt and to repurchase 2.4 million shares of stock.  Citicasters also sold its
radio stations in Milwaukee, Denver and Detroit during 1994 for an aggregate of
$26.5 million.  During 1994, Citicasters acquired its second FM radio station
in Sacramento for $16 million and reached an agreement to acquire its second FM
station in Cincinnati for $15 million.  Citicasters has also entered into
agreements to acquire second FM radio stations in the Tampa and Portland
markets.
                                      
                                      23
<PAGE>   26
       At December 31, 1994, Citicasters owned and/or operated two
network-affiliated television stations, ten FM radio stations and four AM radio
stations.  The following tables give the location, network affiliation and
market information for these stations.

<TABLE>
                              Television Stations

<CAPTION>
                                                                              Station Rank(A)                        
                                                                             -----------------                         Cable     
         Market and            TV Homes      Station and       Network                 Adults         Commercial        Sub-
      National Market           in DMA        First Year       Affili-       House-     Aged          Stations in      scriber-
          Rank (A)              (000's)          Owned          ation        holds      25-54           Market          ship  
- ---------------------------   -----------    ------------      -------       -----     --------      ------------      --------
                                                                                                      VHF     UHF
                                                                                                      ---     ---
<S>                <C>         <C>           <C>               <C>           <C>       <C>            <C>     <C>      <C>
Tampa, FL             15         1,390        WTSP  1985        CBS(B)        3         1 tie          3       6           69%
                                                                                                        
Cincinnati, OH        30           782        WKRC  1949        ABC           3         1 tie          3       2           59%
                                                                                                        
<FN>
(A) Rankings are based on TV households in Designated Market Area ("DMA") for
    all hours of the week except overnight.
(B) WTSP switched its network affiliation from ABC in December 1994.
</TABLE>

    The source of all television stations' market information is the Nielsen
Station Index, November 1994.

<TABLE>
                                 Radio Stations

<CAPTION>
                                                                                    Rank In           
         Market and                Metro          Station and                  -----------------      Stations        
      National Market           Population         First Year       Format     Market   Targeted          In
           Rank                   (000's)          Owned             (B)        (A)     Audience        Market
- ---------------------------     -----------       ------------      ------     ------   --------       -------
<S>                      <C>    <C>               <C>   <C>         <C>       <C>       <C>            <C>
FM
- --
Atlanta, GA              12         2,770          WKLS  1985         AOR       11           4             20
Phoenix, AZ              20         1,933          KSLX  1992          CR        8           2             30
Tampa, FL                21         1,864          WXTB  1989         AOR        2           1             23
Portland, OR             24         1,563          KKRZ  1984          CH        8           4             28
Cincinnati, OH           25         1,549          WKRQ  1947          CH        9           5             25
Cincinnati, OH           25         1,549          WWNK   (C)          AC      10 tie       8 tie          25
Kansas City, MO          27         1,351          KYYS  1964         AOR       8 tie        2             25
Sacramento, CA           29         1,341          KSEG  1988          CR        8          5 tie          25
Sacramento, CA           29         1,341          KRXQ  1994         AOR       11          3 tie          25
Columbus, OH             33         1,216          WLVQ  1954         AOR        7           4             25

AM
- --
Phoenix, AZ              20         1,933          KOPA  1992          CR       (D)         (D)            30
Portland, OR             24         1,563          KEX   1984          AC        7          10             28
Kansas City, MO          27         1,351          WDAF  1964           C        1           4             25
Columbus, OH             33         1,216          WTVN  1954          AC        1          4 tie          25
</TABLE>

(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              CH  -  Contemporary Hits
                                                 CR  -  Classic Rock
(C)    Operated under a local marketing arrangement as of December 31, 1994;
       under agreement for purchase for which a closing is anticipated in the
       first quarter of 1995.
(D)    Separate rating not meaningful.  These stations are operated in
       conjunction with the related FM station.

       Substantially all of Citicasters' 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.

                                      24

<PAGE>   27
       Citicasters' AM radio stations offer their listeners a wide range of
programs including news, music, discussion, commentary and sports.
Citicasters' FM radio stations offer programming more focused on music.

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

       Citicasters' 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.  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 news, entertainment, sports, public affairs
and religious programs.

_____________________________________________________


Other Companies

       AFEI is a holding company with assets consisting primarily of
investments in the common stock of American Premier, American Annuity and
Citicasters.

       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; commercial real
estate operations in Cincinnati (office buildings and The Cincinnatian Hotel),
Louisiana (Le Pavillon Hotel), Massachusetts (Chatham Bars Inn) and apartments
in Alabama, Florida, Kentucky, Louisiana, Minnesota, Oklahoma, Pennsylvania,
Texas and Wisconsin; and Financial World Magazine.  These operations employ
approximately 700 full-time employees.

       In June 1994, AFC sold its investment in General Cable common stock to
an unaffiliated company for $27.6 million in cash.  General Cable was formed in
1992 to hold American Premier's wire and cable and heavy equipment
manufacturing businesses.

       AFC was engaged in the distribution and production of filmed
entertainment programming through Spelling Entertainment Group.  In 1993, AFC
sold its common stock investment in Spelling to Blockbuster Entertainment 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.

       In 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.

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

_____________________________________________________
                                      
                                      25
<PAGE>   28
Investment Portfolio

General

       A breakdown of AFC's December 31, 1994, investment portfolio by business
segment follows (excluding investment in equity securities of investee
corporations) (in millions).
<TABLE>
<CAPTION>
                                                                                       
                                                               Carrying Value                     Total
                                                   ----------------------------------------       Market
                                                     P&C      Annuity      Other     Total        Value
                                                   ------     -------      -----     ------       ------
<S>                                                <C>         <C>         <C>       <C>          <C>
Cash and Short-term Investments                    $   98      $   66       $ 7       $  171      $  171
Bonds and Redeemable
  Preferred Stocks                                  2,195       4,297         1        6,493       6,199
Other Stocks, Options
  and Warrants                                        185          22         2          209         209
Loans Receivable                                      155         468        19          642         642(*)
Real Estate and Other Investments                     109          32        13          154         154(*)
                                                   ------      ------       ---       ------      ------   
                                                   $2,742      $4,885       $42       $7,669      $7,375
                                                   ======      ======       ===       ======      ======
<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>
<CAPTION>
                                                                1994        1993        1992        1991        1990
                                                                ----        ----        ----        ----        ----
<S>                                                          <C>         <C>         <C>         <C>          <C>
Cash and Short-term Investments                                 2.2%        2.3%        9.3%       15.3%       13.0%
Bonds and Redeemable Preferred Stocks:
  U.S. Government and Agencies                                  4.0         2.8         5.7         5.3         8.5
  State and Municipal                                            .8          .8          .6          .6         2.6
  Public Utilities                                             10.1        10.2         8.5        10.7        13.2
  Mortgage-Backed Securities                                   21.8        24.7        22.9        20.8        16.0
  Corporate and Other                                          47.6        41.1        33.9        31.8        22.6
  Redeemable Preferred Stocks                                   1.4         1.3          .8          .3          .5
                                                              -----       -----       -----       -----       -----
                                                               85.7        80.9        72.4        69.5        63.4
  Net Unrealized Gain (Loss) on above
    Available for Sale                                         (1.0)        1.8          .8          -           - 
                                                              -----       -----       -----       -----       -----
                                                               84.7        82.7        73.2        69.5        63.4
Other Stocks, Options and Warrants                              2.7         4.6         2.6         3.2         7.5
Loans Receivable                                                8.4         8.5        12.9         9.9        12.1
Real Estate and Other Investments                               2.0         1.9         2.0         2.1         4.0
                                                              -----       -----       -----       -----       -----
                                                              100.0%      100.0%      100.0%      100.0%      100.0%
                                                              =====       =====       =====       =====       =====
        
Yield on Fixed Income Securities (A):
  Excluding realized gains and losses                           8.1%        8.0%        8.8%        9.5%       10.3%
                                                              =====       =====       =====       =====       ===== 
  Including realized gains and losses                           8.1%        8.7%        9.8%        9.0%        8.0%
                                                              =====       =====       =====       =====       ===== 

Yield on Stocks (A):
  Excluding realized gains and losses                           5.1%        4.4%        6.4%        2.2%        6.7%
                                                              =====       =====       =====       =====       ===== 
  Including realized gains and losses                          35.4%       16.9%       15.5%       29.7%       15.9%
                                                              =====       =====       =====       =====       ===== 

Yield on Investments (B):
  Excluding realized gains and losses (A)                       8.1%        7.9%        8.7%        9.2%       10.1%
                                                              =====       =====       =====       =====       ===== 
  Including realized gains and losses (A)                       8.8%        9.0%       10.0%       10.0%        8.6%
                                                              =====       =====       =====       =====       ===== 
  Including realized gains and losses and
    provisions for losses on investments                        8.8%        9.0%       10.0%        9.4%        6.6%
                                                              =====       =====       =====       =====       ===== 
<FN>
(A)   Excludes provision for losses on investments.
(B)   Excludes "Real Estate and Other Investments".
</TABLE>
                                      26

<PAGE>   29
Fixed Maturity Investments

       Unlike most insurance groups which have portfolios that are invested
heavily in tax-exempt bonds, AFC invests substantial amounts in taxable bonds.
The National Association of Insurance Commissioners ("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 mandatory redeemable preferred stocks, by
NAIC designation (and comparable Standard & Poor's Corporation rating) as of
December 31, 1994 (dollars in millions).

<TABLE>
<CAPTION>
                                                                                                       % of
     NAIC                                                        Amortized           Market           Total
     Rating      Comparable S&P Rating                                Cost            Value          Market
     ------      ---------------------                           ---------           ------          ------
       <S>       <C>                                                <C>              <C>               <C>
       1         AAA, AA, A                                         $4,026           $3,785             61%
       2         BBB                                                 2,160            2,025             33
                                                                    ------           ------            ---
                      Total investment grade                         6,186            5,810             94
                                                                    ------           ------            ---

       3         BB                                                    286              270              4
       4         B                                                      96              118              2
       5         CCC, CC, C                                            -                -                -
       6         D                                                     -                  1              *
                                                                    ------           ------            ---
                      Total non-investment grade                       382              389              6
                                                                    ------           ------            ---

                      Total                                         $6,568           $6,199            100%
                                                                    ======           ======            === 
</TABLE>

(*)less than 1%

       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, the
number of 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 mandatory redeemable
preferred stocks is interest and dividend income rather than realization of
capital gains.  AFC invests in bonds and mandatory redeemable preferred stocks
that have primarily short-term and intermediate-term maturities.  This practice
allows flexibility in reacting to fluctuations of interest rates.

Equity Investments

       AFC's equity investment practice permits concentration of attention on a
relatively limited number of companies in relatively few industries,
principally insurance, financial services and food products.  Some of the
equity 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 identify investments with above average potential
to increase in value.

_____________________________________________________



                                      27

<PAGE>   30
Seasonality

       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, 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.  Radio and television
broadcast revenues generally tend to be higher in the second and fourth
calendar 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.

       Great American, American Premier 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, products offered, 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 insurance 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 AFC insurance companies.  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.

       Citicasters' 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.

_____________________________________________________


Regulation

       AFC's insurance companies 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 limitations, continuing
service arrangements with affiliates and certain other transactions.
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
                                      28

<PAGE>   31
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 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, 1993.  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 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 1994, 43 states were
accredited, including Ohio.

       The NAIC has 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 became effective with
the filing of the 1994 Annual Statement for property and casualty companies.
Based on the 1994 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
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 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.


                                      29

<PAGE>   32
       The NAIC has been considering the adoption of a model investment law for
several years.  A draft of the model law was released for comment in 1994.  It
is not possible to predict the content of the final law.  However, based on the
draft released in 1994, it is not expected that the final law will have a
material impact on the investment activities of 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
countries where it sources and markets its products, including import quotas
and tariffs, currency exchange controls and taxes.  In 1993, the European Union
("EU") implemented a new quota effectively restricting the volume of Latin
American bananas imported into the EU, which had the effect of decreasing
Chiquita's volume and market share in Europe.  In two separate rulings, General
Agreement on Tariffs and Trade ("GATT") panels found this banana policy to be
illegal.  In March 1994, four of the countries which had filed GATT actions
against the EU banana policy (Costa Rica, Colombia, Nicaragua and Venezuela)
reached a settlement with the EU by signing a "Framework Agreement".  This
agreement authorizes the imposition of additional restrictive and
discriminatory quotas and export licenses on U.S. banana marketing firms, while
leaving EU firms exempt.  Full implementation of the agreement and related
regulations could significantly increase Chiquita's cost to export bananas from
these sources.  Three additional European countries (Sweden, Finland and
Austria) joined the EU in January 1995.  These countries, which have had
substantially unrestricted banana markets in which Chiquita has supplied a
significant portion of the bananas, are in the process of transition to the
more restrictive EU quota and licensing environment.

       In September 1994, Chiquita and the Hawaii Banana Industry Association
made a joint filing with the Office of the U.S. Trade Representative under
Section 301 of the U.S. Trade Act of 1974, charging that the EU quota and
licensing regime and the Framework Agreement are unreasonable, discriminatory
and a burden and restriction on U.S. commerce.  In October 1994, in response to
this petition, the U.S. Government initiated a formal investigation of the EU
banana import policy.  In January 1995, the U.S. Government announced a
preliminary finding against the EU banana import policy and launched separate
investigations of the Colombian and Costa Rican Framework Agreement policies.
The EU, Colombian and Costa Rican investigations are continuing.  Section 301
authorizes retaliatory measures, such as tariffs or withdrawal of trade
concessions, against the offending countries.  However, there can be no
assurance as to the results of the investigation, the nature and extent of
actions the U.S. Government might take, or the impact on the EU quota regime or
the Framework Agreement.

       Citicasters' 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.

_____________________________________________________




                                      
                                      30
<PAGE>   33
                                     ITEM 2

                                   Properties

       AFC and subsidiaries own several buildings in downtown Cincinnati.  AFC
and its affiliates occupy about three-fifths of the aggregate 580,000 square
feet of commercial and office space.  American Premier and Citicasters lease
their headquarters in one of these buildings.

       GAI, its subsidiaries, and American Premier's insurance subsidiaries
lease the majority of their office and storage facilities in numerous cities
throughout the United States, including GAI's and American Annuity's home
offices in Cincinnati.

       Citicasters owns three of its studio buildings and eight of its
transmission sites.

       Chiquita owns approximately three-fourths of the 171,000 acres used for
the cultivation of its bananas and oil palm and support activities.  It also
owns over one-half of the 42 ocean-going refrigerated vessels used primarily
for transporting tropical fruit.


                                      
                                      31
<PAGE>   34
                                     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. which entered bankruptcy and receivership
proceedings in 1985 and 1986.  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"), and others were added as cross-defendants to that litigation by
the Commissioner.  The Commissioner's cross-complaint against the AFC
Defendants alleges breach of fiduciary duty and seeks indemnity in the event
the reinsurers are not required to pay as a result of any finding of fraud,
negligence or breach of duty.  In 1990, the Commissioner entered into a Partial
Settlement Agreement with the AFC Defendants and others providing they may
still 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 the misconduct by one or more of the AFC Defendants or
others.  The liability of any AFC Defendant or other party must be determined
on an individual comparative fault basis.  The AFC Defendants have denied all
material allegations.  A preliminary finding was reached in December 1994
denying the Commissioner's claims against the reinsurers which the trial court
is expected to accept.  Management believes there is little likelihood that
this litigation will have a material impact on AFC's financial statements.

       The following information has been summarized from "Legal Proceedings"
of American Premier's 1994 Form 10-K.  In May 1994, USX Corporation and an
affiliated company ("USX") filed actions against American Premier seeking
indemnification and contribution for all or a portion of the approximately $600
million paid under a judgment in an antitrust action.  USX alleged that the
judgment was attributable to activities of certain pre-1976 railroad operations
of an American Premier predecessor company.  The predecessor company had been
dismissed by the court as a defendant in the earlier action.  American Premier
believes that the actions are without merit and that it has substantial
defenses.  In June 1994, American Premier requested a court order to enjoin the
litigation.  That order was granted in October 1994.  USX has appealed.



                                      
                                      32
<PAGE>   35
                                    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>
                                           1994            1993            1992            1991            1990
                                           ----            ----            ----            ----            ----
<S>                                     <C>             <C>             <C>             <C>             <C>
Operations Statement Data:
- ------------------------- 
Total Revenues                          $ 2,103         $ 2,721         $ 3,929         $ 5,219         $ 7,761
Earnings (Loss) From
  Continuing Operations
  Before Income Taxes                        44             262            (145)            119              49
Earnings (Loss) From:
  Continuing Operations                      19             225            (162)             56              (9)
  Discontinued Operations                    -               -               -               16               3
  Extraordinary Items                       (17)             (5)             -               -               28
  Cumulative Effect of
    Accounting Change                        -               -               85              -               -
Net Earnings (Loss)                           2             220             (77)             72              22

Ratio of Earnings to
  Fixed Charges (A)                        1.69            2.62            2.15            1.54            1.12
Ratio of Earnings to
  Fixed Charges and
  Preferred Dividends (A)                  1.40            2.26            1.94            1.42            1.06

Balance Sheet Data:
- ------------------ 
Total Assets                            $10,550         $10,077         $12,389         $12,057         $11,500
Long-term Debt:
  Parent Company                            490             572             557             559             558
  Subsidiaries                              617             482           1,452           1,549           2,432
Capital Subject to
  Mandatory Redemption                        3              49              28              82              77
Other Capital                               396             537             280             262             256
</TABLE>

(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 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.


                                      33

<PAGE>   36
                                     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 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.

1995 MERGER

       On March 23, 1995, shareholders of American Premier Underwriters, Inc.
("American Premier") approved a transaction whereby the owners of 100% of AFC's
Common Stock will exchange their shares for approximately 55% of the voting
shares of a newly formed holding company, American Premier Group, Inc. ("New
American Premier"), making AFC a subsidiary of New American Premier.  In
addition, American Premier will merge with a newly formed subsidiary of New
American Premier and all shareholders of American Premier, including AFC and
its subsidiaries, will receive shares of New American Premier common stock on a
one-for-one basis.  Consummation of the merger is pending receipt of a ruling
from the Internal Revenue Service which is expected at the end of March or
early April.  See Note A to the financial statements.

       Following the merger, AFC expects to borrow funds from American Premier
to retire substantial portions of its debt.  Which issues and how much of AFC's
debt will be retired and what rate of interest will be charged on funds
borrowed from American Premier have not been determined.  The balance sheet
effects of any such debt retirements are not expected to be material.  The
earnings effect will depend primarily on the difference, if any, between the
interest rate charged by American Premier and the rates on the debt to be
retired.





                                      34

<PAGE>   37
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.

       The ratio of AFC's (parent only) long-term debt to equity (excluding
Capital Subject to Mandatory Redemption) was 1.24, 1.06 and 1.99 at December
31, 1994, 1993, and 1992, respectively.  Ratios of earnings to fixed charges,
excluding and including preferred dividends, for the three years ended December
31, 1994, are shown below.

<TABLE>
<CAPTION>
                                                                               1994         1993        1992
                                                                               ----         ----        ----
       <S>                                                                     <C>          <C>         <C>
       Earnings to fixed charges                                               1.69         2.62        2.15
       Earnings to fixed charges plus preferred
         dividends                                                             1.40         2.26        1.94
</TABLE>

       The National Association of Insurance Commissioners has adopted a model
law enacting risk based capital ("RBC") formulas which applies to both life and
property and casualty companies.  The RBC formulas determine the amount of
capital that an insurance company needs to ensure that it has an acceptably low
expectation of becoming financially impaired.  At December 31, 1994, the
capital ratios of all AFC insurance companies exceed the RBC requirements by
substantial amounts.

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) affiliates" in the following table.  At
December 31, 1994, GAHC had borrowings of $160 million outstanding under the
agreement.
                                      35

<PAGE>   38
       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:                                                         1994            1993          1992
                                                                            ----            ----          ----
<S>                                                                       <C>             <C>           <C>         <C>
     Operations:
       Dividends from subsidiaries                                        $ 17.3          $128.2        $ 67.0
       Tax allocation payments from subsidiaries                            65.9            72.2         128.7
       Interest and dividends from others                                    4.4             5.4           9.0      
       Receipts on notes and lease receivables                               0.2             0.3           0.9
       Federal income tax refunds                                            0.3              -           18.3
                                                                          ------          ------        ------
         From operations                                                    88.1           206.1         223.9
     Other transactions:
       Net advances from affiliates                                        135.8              -             -
       Sales of assets to non-affiliates                                    15.0           107.1          25.6
       Sales of assets to affiliates                                          -             17.3           3.2
       Sales of affiliates                                                   6.0             1.8         139.0
       Sale of Preferred Stock                                                -               -           15.0
       Additional borrowings                                                 0.7            10.0           0.8
       Other                                                                10.5            21.5           6.8
                                                                          ------          ------        ------
         Total cash provided                                               256.1           363.8         414.3

  Cash utilized for:
     Operations:
       Interest payments                                                    61.8            66.7          67.7
       Dividend payments                                                    29.5            28.0          29.0
       Federal income tax payments                                          28.6            48.3          22.2
       Other holding company costs                                          36.0            41.7          36.8
                                                                          ------          ------        ------
         For operations                                                    155.9           184.7         155.7
     Other transactions:
       Net advances to affiliates                                             -            138.6         225.5
       Purchases of affiliates and other
         investments                                                          -             29.5          42.7
       Principal payments on debt                                           89.9             9.1          17.5
       Repurchases of Preferred Stock                                        6.7             2.6          10.5
       Other                                                                 1.4             5.4           0.6
                                                                          ------          ------        ------
         Total cash utilized                                               253.9           369.9         452.5
                                                                          ------          ------        ------

  Net increase (decrease) in cash and short-term investments                 2.2            (6.1)        (38.2)
 Cash and short-term investments at beginning
   of period                                                                 2.7             8.8          47.0
                                                                          ------          ------        ------
 Cash and short-term investments at end
   of period                                                              $  4.9          $  2.7        $  8.8
                                                                          ======          ======        ======
</TABLE>

       AFC and certain subsidiaries have arrangements among themselves 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 $370 million of
which $164 million was available at December 31, 1994.

       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.  Under Ohio 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.  The maximum amount of
                                      36

<PAGE>   39
dividends payable (without prior approval) in 1995 from GAI based on its 1994
policyholders' surplus is approximately $95 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, 1994, AFC's insurance
companies owned publicly traded equity securities of affiliates with a market
value of $914 million, including equity securities of AFC subsidiaries of $485
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.  Following the 1995 merger, AFC and American Premier will
each continue to file consolidated returns as common parents of separate
consolidated tax groups.

       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 costs, which are estimated to be between $8.6 million and $14
million, associated with the sales of former manufacturing properties.  The
subsidiary has reserved $11.7 million at December 31, 1994.

       Great American's liability for unpaid losses and loss adjustment
expenses includes amounts for various liability coverages related to
environmental and hazardous product claims.  The insurance industry typically
includes only claims relating to polluted waste sites and asbestos in defining
environmental exposures, whereas Great American extends this definition to
include claims relating to breast implants, repetitive stress on keyboards, DES
(a drug used in pregnancies years ago alleged to cause cancer and birth
defects), and other latent injuries.  At December 31, 1994, Great American had
recorded $227 million (net of reinsurance recoverables of $155 million) for
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 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.


                                      37

<PAGE>   40
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 were $16 million, $32 million and $53 million
in 1994, 1993 and 1992, 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, 1994, 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,
1994, the average maturity of AFC's borrowings on a parent only basis was
approximately 7 years; the average interest rate on those borrowings was 10.7%.
Comparable figures for three years ago are 8 years maturity and 11.6% stated
interest rate (12.9% effective rate).

       AFC often extends the maturities of its long-term debt through exchange
offers which strengthen AFC's capital structure and enable it to utilize the
cash savings for other corporate purposes.  In April 1994, AFC issued $203.8
million of 9-3/4% Debentures due April 20, 2004 in exchange for a portion of
its publicly traded debentures.  A cash premium of $6.5 million on the
debentures exchanged is included in Extraordinary Items in the Statement of
Operations.  AFC also redeemed at par all 13-1/2% Debentures not tendered in
the exchange for approximately $63.2 million in cash.

       Following its merger with a newly formed subsidiary of New American
Premier in 1995, AFC intends to repay or redeem substantial amounts of its debt
with proceeds of up to $625 million of borrowings from American Premier under
long-term subordinated notes payable.  Interest payments on parent company debt
afterwards are expected to approximate $50 million to $55 million annually
through 1999, a significant portion of which will be payable to American
Premier.  Dividend payments on preferred stock are expected to be $25 million
annually for the same period.

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 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.

                                      38

<PAGE>   41
       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 additional flexibility in
reacting to market conditions.

       Approximately 94% of the bonds and redeemable preferred stocks held by
AFC were rated "investment grade" (credit rating of AAA to BBB) at December 31,
1994, 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:  1994 - $50 million;
1993 - $165 million; 1992 - $104 million; 1991 - $38 million and 1990 - ($89
million.)

       At December 31, 1994, AFC had gross unrealized gains and losses on bonds
and redeemable preferred stocks and equity securities as follows (in millions):

<TABLE>
<CAPTION>
                                                                                                       
                                                                             Gross Unrealized               Net   
                                                                     ------------------------           Unrealized
                                                                      Gains           Losses           Gain (Loss)
                                                                      -----          -------           -----------
       <S>                                                           <C>           <C>                    <C>
       Bonds and redeemable preferred stocks:
         Held to maturity                                            $  7.7        ($300.6)               ($292.9)
         Available for sale                                             5.6          (81.8)                 (76.2)
                                                                     ------        -------                ------- 
                                                                       13.3         (382.4)                (369.1)
       Equity securities                                               72.0           (0.4)                  71.6
                                                                     ------        -------                -------
                                                                     $ 85.3        ($382.8)               ($297.5)
                                                                     ======        =======                ======= 
</TABLE>

       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, 1994, AFC's mortgage-backed securities portfolio, which
consisted primarily of collateralized mortgage obligations ("CMOs"),
represented approximately 25% of AFC's bonds and mandatory redeemable preferred
stocks.  At that date, interest only (I/Os), principal only (P/Os) and other
"high risk" CMOs represented approximately eight-tenths of one percent of AFC's
total mortgage-backed securities 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 discounts 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 primarily 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.


                                      39

<PAGE>   42
RESULTS OF OPERATIONS - THREE YEARS ENDED DECEMBER 31, 1994

       General  Due to decreases in ownership percentages, AFC ceased
accounting for American Premier and Spelling as subsidiaries and began
accounting for them as investees in April 1993 and July 1992, respectively.
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 indicative of future years.

       Pretax earnings were $44 million in 1994 compared to $262 million in
1993 and a pretax loss of $145 million in 1992.

       Results for 1994 include AFC's share ($28 million) of American Premier's
       loss on the sale of General Cable notes, GAI's $19 million charge
       relating to a rate rollback liability in California and a $35 million
       charge related to payments under AFC's Book Value Incentive Plan.  These
       items were partially offset by a $42 million decrease in interest
       expense.

       Results for 1993 include (i) $155 million in gains from the sales of
       AFC's insurance agency operations, Spelling Entertainment Group and 4.5
       million shares of American Premier and additional proceeds received on
       the 1990 sale of the NSA Group, and (ii) AFC's share ($52 million) of a
       tax benefit recorded by American Premier in the second, third and fourth
       quarters of 1993.  These items were partially offset by a write-off of
       debt discount and expenses of $24 million.

       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.

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 103.6% in 1994, 103.9% in 1993 and 105.0% in 1992.  Total net
losses to AFC's insurance operations from catastrophes (natural disasters and
other incidents of major loss) were $51 million in 1994, $26 million in 1993
and $42 million in 1992.  The 1994 catastrophes included $20.0 million ($20.2
million before reinsurance) related to winter storms and $19 million ($41
million before reinsurance) related to the Northridge, California earthquake.
These losses represented 1.5% and 1.4% of Great American's combined ratio.  The
1994 ratio does not reflect Great American's charge for California's
Proposition 103.

       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.


                                      40

<PAGE>   43
       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.

       In 1994, Great American's underwriting results significantly
outperformed the industry average for the ninth consecutive year.  Great
American has been able to exceed the industry's results by focusing on highly
specialized niche products, supplemented by commercial lines coverages and
personal automobile products.

       An unusually large loss for "property and multiple peril" coverage in
1992 generally reflects the effects of Hurricanes Andrew and Iniki.

       Unusually good results for "workers' compensation and other liability"
coverage in 1992 and 1994 generally reflect reductions in redundant reserves on
certain matured coverages, and general improvement in 1994 in workers'
compensation due to industry-wide reforms, improved pricing, and favorable
trends in medical care inflation and incidents of fraud, along with emphasis on
specific programs (i.e. Drug- Free Workplace) and a focus on profitable pockets
of business and classes.

       An unusually large loss for "all other" coverage in 1994 generally
reflects the effects of the Northridge, California earthquake and poor results
from an industrial risk pool arrangement.

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

       1994 compared to 1993   Property and casualty premiums decreased $116
million (8%) in 1994 reflecting the deconsolidation of American Premier's
insurance operations.  Insurance premiums for the remainder of AFC's insurance
group increased $138 million due to an increase in sales of specialized niche
products and workers' compensation and an increase in the percentage of
business retained in specialty lines.

       1993 compared to 1992  Property and casualty insurance premiums
decreased $657 million (31%) in 1993 reflecting the deconsolidation of American
Premier.  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.

       1994 compared to 1993  Excluding American Premier, investment income
increased $20 million (4%) due to an increase in average investments held.

       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.

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.


                                41

<PAGE>   44
       1994 compared to 1993  AFC's equity in net earnings (losses) of investee
corporations in 1994 includes its share ($28 million) of American Premier's
loss on the sale of General Cable notes and its share ($52 million) of American
Premier's tax benefit in 1993.  Chiquita's loss before extraordinary items was
comparable in 1994 and 1993 as improvements in Meat Division operations and
banana pricing were offset by charges and losses relating to farm closings and
banana cultivation write-downs in Honduras and a substantial reduction of
Chiquita's Japanese banana trading operations.

       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 $107 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%.

Gains on Sales of Investees  The gain on sale of investees in 1994 represents a
pretax gain on the sale of General Cable common stock.

       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 fourth quarter pretax gains of (i) $44 million from the sale of
American Business Insurance, Inc. and (ii) $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.

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), Spelling Entertainment Inc. (through
June 1992) and Kings Island Theme Park (through September 1992).

<TABLE>
<CAPTION>
                                                                 1993            1992
                                                                 ----            ----
       <S>                                                     <C>           <C>
       Federal Systems                                         $ 99.2        $  414.0
       Diversified Products and Services                         52.9           255.4
       Petroleum Products                                          -            159.7
       Entertainment                                               -            118.8
       Kings Island Theme Park                                     -             83.0
                                                               ------        --------
                                                               $152.1        $1,030.9
                                                               ======        ========
</TABLE>

       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.  Entertainment revenues reflect Spelling's television production
and distribution operations.

       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 compared to 1992.


                                      42

<PAGE>   45
Benefits to Annuity Policyholders  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 basis until withdrawn by the policyholder.  The rate at which
GALIC credits interest on annuity policyholders' funds is subject to change
based on management's judgment of market conditions.

       Annuity receipts totaled $443 million in 1994, $400 million in 1993 and
$360 million in 1992.  Annuity receipts in 1994 increased 10.6% over 1993 due
to strong growth in sales of single premium products.  Receipts in 1993
increased primarily due to the introduction of new single premium products in
the second half of 1992.  Annuity surrender payments have averaged
approximately 8% of statutory reserves over the past three years.

       1994 compared to 1993  Benefits to annuity policyholders increased $13
million (6%) primarily due to an increase in average annuity policyholder funds
accumulated.

       1993 compared to 1992  Benefits to annuity policyholders 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.

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):
<TABLE>
<CAPTION>
                                                                 1994           1993            1992
                                                                 ----           ----            ----
       <S>                                                     <C>            <C>             <C>
       AFC Parent                                              $ 56.9         $ 71.1          $ 70.6
       Great American Holding                                    24.7           23.4            34.2
       American Annuity                                          20.9           21.2              -
       Great American Insurance                                  11.9           14.0            14.3
       American Premier                                            -            17.2            69.2
       Spelling                                                    -              -              4.7
       Other Companies                                             .8           10.3            22.9
                                                               ------         ------          ------
                                                               $115.2         $157.2          $215.9
                                                               ======         ======          ======
</TABLE>

       AFC Parent's interest expense decreased in 1994 due to (i) the issuance
of $204 million of 9-3/4% Debentures in exchange for higher rate debt and (ii)
the repurchase of $79 million principal amount of debentures.  GAHC's interest
expense decreased in 1993 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.


                                      43

<PAGE>   46
Other Operating and General Expenses  Operating and general expenses included
the following charges (credits) (in millions):

<TABLE>
<CAPTION>
                                                                 1994           1993            1992
                                                                 ----           ----            ----
             <S>                                                  <C>            <C>             <C>
             Proposition 103                                      $19            $-              $-
             Allowance for bad debts                               18             10              (3)
             Minority interest                                      9             35              38
             Writeoff of debt discount
               and issue costs                                     -              24              -
             Relocation expenses                                   -               8              -
</TABLE>

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

       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 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.

Recent Accounting Standards  The following Statements of Financial Accounting
Standards ("SFAS") have been implemented by AFC in 1992, 1993 or 1994 or will
be implemented in 1995.  The implementation of these standards is discussed
under various subheadings of Note B to the Financial Statements; effects of
each are shown in relevant Notes.  Implementation of SFAS No. 114 in the first
quarter of 1995 is not expected to have a significant effect on AFC.

<TABLE>
<CAPTION>
                                                                                     Note B
     SFAS#       Subject of Standard (Year Implemented)                              Reference     
     -----       --------------------------------------------------------            --------------
      <S>        <C>                                            <C>                  <C>
      106        Certain Postretirement Benefits                (1993)               "Benefit Plans"
      107        Fair Values                                    (1992)               "Fair Value"
      109        Income Taxes                                   (1992)               "Income Taxes"
      112        Certain Employment Benefits                    (1994)               "Benefit Plans"
      113        Reinsurance                                    (1993)               "Insurance"
      114        Impairment of Loans                            (1995)                    -n/a-
      115        Investment in Securities                       (1993)               "Investments"
      119        Derivative Financial Instruments               (1994)                    -n/a-
</TABLE>

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

                                      44

<PAGE>   47
                                     ITEM 8

                  Financial Statements and Supplementary Data

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                        <C>

Reports of Independent Auditors                                                                            F-1

Consolidated Balance Sheet:
      December 31, 1994 and 1993                                                                           F-4

Consolidated Statement of Operations:
      Years ended December 31, 1994, 1993 and 1992                                                         F-5

Consolidated Statement of Changes in Capital Accounts:
      Years ended December 31, 1994, 1993 and 1992                                                         F-6

Consolidated Statement of Cash Flows:
      Years ended December 31, 1994, 1993 and 1992                                                         F-7

Notes to Consolidated Financial Statements                                                                 F-8
</TABLE>


"Selected Quarterly Financial Data" has been included in Note Q to the
Consolidated Financial Statements.
                                      45

<PAGE>   48
                                    PART III

                                    ITEM 10

               Directors and Executive Officers of the Registrant

      The directors and executive officers of AFC at March 1, 1995, are:

<TABLE>
<CAPTION>
                                                                                                     Executive
     Name                          Age                   Position                                      Since  
- ------------------                 ---          ----------------------------                         ---------
<S>                                <C>          <C>                                                     <C>
Carl H. Lindner                    75           Chairman of the Board and Chief                         1959
                                                  Executive Officer
Richard E. Lindner                 73           Director                                                1959
Robert D. Lindner                  74           Vice Chairman of the Board                              1959
Ronald F. Walker                   56           Director, President and Chief                           1973
                                                  Operating Officer

Carl H. Lindner III                41           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                     49           Vice President and General Counsel                      1976
Sandra W. Heimann                  52           Vice President                                          1984
Robert C. Lintz                    61           Vice President                                          1979
Thomas E. Mischell                 47           Vice President                                          1985
Fred J. Runk                       52           Vice President and Treasurer                            1978
</TABLE>

      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"), American Premier, Chiquita and Citicasters.  AFC
owns a substantial beneficial interest (over 20%) in all of these companies.

      Richard E. Lindner was owner, Chairman of the Board of Directors,
President and Chief Executive Officer of Thriftway, Inc., a supermarket chain
otherwise unaffiliated with AFC, and had been associated with that company for
over five years prior to its sale in March 1995.

      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 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.


                                      46

<PAGE>   49
      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 and an executive officer
of AMM 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.

      In December 1993, Great American Communications completed a comprehensive
financial restructuring which included a prepackaged plan of reorganization
filed in November of that year under Chapter 11 of the Bankruptcy Code.  Carl
H. Lindner, Thomas E. Mischell and Fred J. Runk were executive officers of that
company within two years before its bankruptcy reorganization.


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


      ITEM 11             Executive Compensation


      ITEM 12             Security Ownership of Certain Beneficial Owners and
                          Management


      ITEM 13             Certain Relationships and Related Transactions
                                      47

<PAGE>   50
                        REPORTS OF INDEPENDENT AUDITORS


Board of Directors
American Financial Corporation

We have audited the accompanying consolidated balance sheets of American
Financial Corporation and subsidiaries as of December 31, 1994 and 1993, 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,
1994.  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. and General Cable Corporation (1993 and 1992).  Those
statements were audited by other auditors whose reports have been furnished to
us.  The reports pertaining to the statements of American Premier Underwriters,
Inc. and General Cable Corporation 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 F, 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, 1994 and 1993, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1994, 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 B 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 LLP


Cincinnati, Ohio
March 28, 1995

<PAGE>   51

               REPORT OF AMERICAN PREMIER'S INDEPENDENT AUDITORS



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 Index to Financial Statements and Financial Statement Schedules of American
Premier Underwriters, Inc.'s Form 10-K for the year ended December 31, 1994
(not presented separately herein). These financial statements and the
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, 1994 and 1993 and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1994 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 7 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 LLP



Cincinnati, Ohio
February 15, 1995
(March 23, 1995 with respect to the
acquisition of American Financial
Corporation as discussed in Note 2 to
American Premier's financial statements)




                                      F-2

<PAGE>   52

                 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 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





                                      F-3

<PAGE>   53
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 (In Thousands)


<TABLE>
<CAPTION>
                                                                                          December 31,      
                                                                              ---------------------------------
                                                                                   1994                  1993
                                                                                   ----                  ----
<S>                                                                           <C>                  <C>
             Assets
Cash and short-term investments                                               $   171,335          $   167,950
Investments:
  Bonds and redeemable preferred stocks:
    Held to maturity - at amortized cost
       (market - $4,336,700 and $3,959,400)                                     4,629,633             3,788,732
    Available for sale - at market
       (amortized cost - $1,938,853 and $2,216,328)                             1,862,653             2,349,528
  Other stocks - principally at market
    (cost - $137,106 and $207,056)                                                208,706               339,156
  Investment in investee corporations                                             832,637               899,800
  Loans receivable                                                                641,964               630,932
  Real estate and other investments                                               154,262               139,319
                                                                              -----------           -----------
                                                                                8,329,855             8,147,467
Recoverables from reinsurers and prepaid
  reinsurance premiums                                                            902,063               756,060
Agents' balances and premiums receivable                                          363,156               297,423
Other receivables                                                                 197,119               214,324
Prepaid expenses, deferred charges and other assets                               410,657               320,299
Cost in excess of net assets acquired                                             175,866               173,965
                                                                              -----------           -----------

                                                                              $10,550,051           $10,077,488
                                                                              ===========           ===========


     Liabilities and Capital
Unpaid losses and loss adjustment expenses                                    $ 2,916,985           $ 2,723,867
Unearned premiums                                                                 824,691               674,890
Annuity policyholders' funds accumulated                                        4,618,108             4,256,674
Long-term debt:
  Parent company                                                                  490,065               571,874
  Subsidiaries                                                                    616,682               482,132
Accounts payable, accrued expenses and other
  liabilities                                                                     579,151               672,362
Minority interest                                                                 105,506               109,219
                                                                              -----------           -----------
                                                                               10,151,188             9,491,018

Capital subject to mandatory redemption                                             2,880               49,232
Preferred Stock (redemption value - $278,719
  and $278,889)                                                                   168,484               168,588
Common Stock without par value                                                        904                   904
Retained earnings                                                                 223,095               210,846
Net unrealized gain on marketable securities,
  net of deferred income taxes                                                      3,500               156,900
                                                                              -----------           -----------

                                                                              $10,550,051           $10,077,488
                                                                              ===========           ===========
</TABLE>


See notes to consolidated financial statements.



                                      F-4

<PAGE>   54
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                 (In Thousands)


<TABLE>
<CAPTION>
                                                                                       Year ended December 31,       
                                                                       ----------------------------------------------------
                                                                           1994                 1993                 1992
                                                                           ----                 ----                 ----
<S>                                                                    <C>                  <C>                <C>
Income:
  Property and casualty insurance premiums                             $1,378,628           $1,494,796           $2,151,400
  Investment income                                                       582,931              601,900              688,604
  Realized gains on sales of securities                                    48,342               82,265              101,474
  Equity in net earnings (losses) of
    investee corporations                                                 (16,573)              69,862             (338,710)
  Gains on sales of investee corporations                                   1,694               83,211                2,766
  Gains on sales of subsidiaries                                             -                  75,309               64,483
  Sales of other products and services                                       -                 152,100            1,030,877
  Other income                                                            107,758              161,260              227,956
                                                                       ----------           ----------           ----------
                                                                        2,102,780            2,720,703            3,928,850

Costs and Expenses:
  Property and casualty insurance:
    Losses and loss adjustment expenses                                   986,996            1,064,108            1,554,702
    Commissions and other underwriting
      expenses                                                            428,590              467,293              623,704
  Benefits to annuity policyholders                                       241,811              228,609              241,600
  Interest charges on borrowed money                                      115,162              157,219              215,900
  Cost of sales                                                              -                 134,900              886,238
  Book Value Incentive Plan                                                34,740                  991                 (826)
  Other operating and general expenses                                    251,913              405,598              552,386
                                                                       ----------           ----------           ----------
                                                                        2,059,212            2,458,718            4,073,704
                                                                       ----------           ----------           ----------
Earnings (loss) before income taxes,
  extraordinary items and cumulative
  effect of accounting change                                              43,568              261,985             (144,854)
Provision for income taxes                                                 24,650               37,296               17,446
                                                                       ----------           ----------           ----------

Earnings (loss) before extraordinary items and
  cumulative effect of accounting change                                   18,918              224,689             (162,300)

Extraordinary items, net of income taxes                                  (16,818)              (4,559)                -
Cumulative effect of accounting change                                       -                    -                  85,400
                                                                       ----------           ----------           ----------

Net Earnings (Loss)                                                    $    2,100           $  220,130          ($   76,900)
                                                                       ==========           ==========           ========== 
</TABLE>




See notes to consolidated financial statements.

                                      F-5

<PAGE>   55
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL ACCOUNTS
                                 (In Thousands)


<TABLE>
<CAPTION>
                                                                                        Year ended December 31,       
                                                                         --------------------------------------------------
                                                                              1994                1993                 1992
                                                                              ----                ----                 ----
<S>                                                                      <C>                  <C>                  <C>
Capital Subject to Mandatory Redemption:
  Balance at beginning of period                                          $ 49,232            $ 27,683             $ 81,939
  Purchases and redemptions                                                 (6,625)             (2,103)             (10,460)
  Increase (decrease) in capital subject
    to put option                                                           (7,225)             23,652              (43,796)
  Transfer to Retained Earnings                                            (32,502)                -                    -   
                                                                          --------            --------             --------
         Balance at End of Period                                         $  2,880            $ 49,232             $ 27,683
                                                                          ========            ========             ========



Preferred Stock:
  Balance at beginning of period                                          $168,588            $168,588             $153,588
  Sale to employee benefit plan                                               -                   -                  15,000
  Purchase                                                                    (104)               -                    -   
                                                                         --------             --------             --------

         Balance at End of Period                                         $168,484            $168,588             $168,588
                                                                          ========            ========             ========



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



Retained Earnings:
  Balance at beginning of period                                          $210,846            $ 42,402             $104,507
  Net earnings (loss)                                                        2,100             220,130              (76,900)
  Purchase of Preferred Stock                                                 (56)                -                    -
  Deduct cash dividends paid or declared on:
    Preferred Stock                                                        (25,728)            (26,137)             (26,155)
    Common Stock                                                            (3,794)             (1,897)              (2,846)
  Decrease (increase) in capital subject
    to put option                                                            7,225             (23,652)              43,796
  Transfer from Capital Subject to
    Mandatory Redemption                                                    32,502                -                    -   
                                                                          --------            --------             --------
         Balance at End of Period                                         $223,095            $210,846             $ 42,402
                                                                          ========            ========             ========



Net Unrealized Gain on Marketable Securities,
    Net of Deferred Income Taxes:
    Balance at beginning of period                                        $156,900            $ 68,100             $  2,700
    Change during period                                                  (153,400)             88,800               65,400
                                                                         --------             --------             --------

         Balance at End of Period                                         $  3,500            $156,900             $ 68,100
                                                                          ========            ========             ========
</TABLE>


See notes to consolidated financial statements.

                                      F-6

<PAGE>   56
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                           Year ended December 31,      
                                                                              --------------------------------------------------
<S>                                                                           <C>                 <C>                <C>
Operating Activities:                                                               1994                1993                1992
                                                                                    ----                ----                ----
  Net earnings (loss)                                                         $    2,100          $  220,130         ($   76,900)
  Adjustments:
    Extraordinary losses from retirement of debt                                  16,818               4,559                -
    Cumulative effect of accounting change                                          -                   -                (85,400)
    Depreciation and amortization                                                 30,729              52,117             107,615
    Benefits to annuity policyholders                                            241,811             228,609             241,600
    Equity in net losses (earnings) of investees                                  16,573             (69,862)            338,710
    Changes in reserves on assets                                                 17,094              11,440              (1,452)
    Realized gains on investing activities                                       (59,609)           (242,529)           (169,686)
    Writeoff of debt discount and issue costs                                       -                 30,054                -
    Decrease (increase) in reinsurance and
      other receivables                                                         (223,113)           (238,166)             48,878
    Increase in prepaid expenses, deferred
      charges and other assets                                                   (96,596)            (90,022)           (115,815)
    Increase in insurance claims and reserves                                    345,542             241,704             165,684
    Increase in other liabilities                                                 67,799              50,479              36,163
    Increase in minority interest                                                  6,773              37,057              19,656
    Dividends from investees                                                      21,567              25,575              24,313
    Other, net                                                                    (1,488)            (37,062)              4,822
                                                                               ---------           ---------          ----------
                                                                                 386,000             224,083             538,188
                                                                               ---------           ---------          ----------
Investing Activities:
  Purchases of and additional investments in:
    Fixed maturity investments                                                (1,726,318)         (3,062,435)         (4,718,486)
    Equity securities                                                             (7,315)            (20,224)            (14,386)
    Investees and subsidiaries                                                   (29,306)            (27,578)            (23,115)
    Real estate, property and equipment                                          (27,185)            (41,762)            (71,964)
  Maturities and redemptions of fixed maturity
    investments                                                                  420,945             757,473           1,187,232
  Sales of:
    Fixed maturity investments                                                   694,947           1,498,432           2,348,529
    Equity securities                                                            127,181             221,467              88,475
    Investees and subsidiaries                                                    27,621             255,517             212,000
    Real estate, property and equipment                                            6,151              65,782              14,155
  Cash and short-term investments of former
    subsidiaries                                                                    -               (310,225)            (16,009)
  Decrease (increase) in other investments                                        (5,571)              1,435              62,370
                                                                               ---------          ----------          ----------
                                                                                (518,850)           (662,118)           (931,199)
                                                                               ---------          ----------          ---------- 
Financing Activities:
  Annuity receipts                                                               442,703             400,141             360,702
  Annuity benefits and withdrawals                                              (321,038)           (337,878)           (339,406)
  Additional long-term borrowings                                                244,311             338,010             259,447
  Reductions of long-term debt                                                  (193,481)           (601,040)           (294,493)
  Issuances of capital stock                                                        -                   -                 15,000
  Repurchases of capital stock                                                    (6,738)             (2,643)            (10,549)
  Cash dividends paid                                                            (29,522)            (28,034)            (29,001)
                                                                               ---------          ----------          ---------- 
                                                                                 136,235            (231,444)            (38,300)
                                                                               ---------          ----------          ---------- 
Net Increase (Decrease) in Cash and Short-term Investments                         3,385            (669,479)           (431,311)
Cash and short-term investments at beginning of
  period                                                                         167,950             837,429           1,268,740
                                                                              ----------          ----------          ----------
Cash and short-term investments at end of period                              $  171,335          $  167,950          $  837,429
                                                                              ==========          ==========          ==========
</TABLE>

See notes to consolidated financial statements.
                                      F-7

<PAGE>   57
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      _____________________________________________________________

                                 INDEX TO NOTES

<TABLE>
      <S> <C>                                                          <C> <C>
      A.  1995 Merger                                                  K.  Common Stock
      B.  Accounting Policies                                          L.  Income Taxes
      C.  Acquisitions and Sales of Subsidiaries                       M.  Extraordinary Items
              and Investees                                            N.  Pending Legal Proceedings
      D.  Segments of Operations                                       O.  Benefit Plans
      E.  Investments                                                  P.  Transactions with Affiliates
      F.  Investment in Investee Corporations                          Q.  Quarterly Operating Results
      G.  Cost in Excess of Net Assets Acquired                        R.  Additional Information
      H.  Long-Term Debt                                               S.  Restrictions on Transfer of Funds
      I.  Capital Subject to Mandatory Redemption                             and Assets of Subsidiaries
      J.  Other Preferred Stock
</TABLE>

      _____________________________________________________________

A.    1995 Merger  On March 23, 1995, shareholders of American Premier
      Underwriters, Inc. ("American Premier") approved the merger of American
      Financial Corporation ("AFC") with a newly formed subsidiary of American
      Premier Group, Inc. ("New American Premier"), another new company formed
      to own 100% of the common stock of both AFC and American Premier.  In the
      transaction, Carl H. Lindner and members of his family, who own 100% of
      the Common Stock of AFC, will exchange their AFC Common Stock for
      approximately 55% of New American Premier voting common stock.
      Shareholders of American Premier, including AFC and its subsidiaries,
      will receive shares of New American Premier stock on a one-for-one basis.
      No gain or loss will be recorded on the exchange of shares.

      AFC will continue to be a separate SEC reporting company with publicly
      traded debentures and preferred stock.  Holders of AFC Series F and G
      Preferred Stock will be granted voting rights equal to approximately 21%
      of the total voting power of AFC shareholders immediately prior to the
      merger.  AFC and New American Premier have stated that they will likely
      redeem substantial amounts of the debt of American Premier, AFC and AFC's
      wholly-owned subsidiaries.

B.    Accounting Policies

      Basis of Presentation  The consolidated financial statements include the
      accounts of AFC and its subsidiaries.  Changes in ownership levels of
      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.
                                      F-8

<PAGE>   58
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

      AFC's ownership of subsidiaries and significant investees with publicly
traded shares at December 31, was as follows:
<TABLE>
<CAPTION>
                                                                                     1994      1993       1992
                                                                                     ----      ----       ----
        <S>                                                                          <C>       <C>        <C>
        American Annuity Group, Inc. ("AAG")                                          80%       80%        82%
        American Financial Enterprises, Inc. ("AFEI")                                 83%       83%        83%
        American Premier Underwriters, Inc.                                           42%       41%        51%
        Chiquita Brands International, Inc.                                           46%       46%        46%
        Citicasters Inc. (formerly Great American                                     37%       20%        40%
           Communications Company - "GACC")
        General Cable Corporation                                                     (a)       45%        45%
        Spelling Entertainment Group Inc. ("Spelling")                                 -        (b)        48%
</TABLE>

        (a) Sold in June 1994.
        (b) Sold in March 1993.

      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.  Implementation of SFAS No. 115 had no effect on net earnings.

      Premiums and discounts on mortgage-backed securities 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.

      Short-term investments are carried at cost; loans receivable are stated
primarily at the aggregate unpaid balance.

      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.

      Due to financial difficulties experienced by GACC, AFC ceased accounting
      for it as an investee, transferred all GACC securities and loans to the
      investee account and reduced the carrying value of the aggregate
      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.
                                      F-9

<PAGE>   59
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


      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  As discussed under "Reinsurance" below, unpaid losses and loss
      adjustment expenses and unearned premiums have not been reduced for
      reinsurance recoverable.

      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 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.  AFC's insurance
      subsidiaries also assume reinsurance from other companies.  Income on
      reinsurance assumed is recognized based on reports received from ceding
      reinsurers.

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

      Unpaid Losses and Loss Adjustment Expenses  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.

      Premium Recognition  Premiums are earned over the terms of the policies
      on a pro rata basis.  Unearned premiums represent that portion of
      premiums written
                                     F-10

<PAGE>   60
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


      which is applicable to the unexpired terms of policies in force.  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.

      Annuity Policyholders' Funds Accumulated  Annuity receipts 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.

      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".  Under SFAS No.
      109, deferred income tax assets and liabilities are determined based on
      differences between financial reporting and tax bases and are measured
      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 were granted at initial
      values between 80% and 120% of "book value" to key employees.  Units were
      exercisable at any time, to the extent vested.  Prior to 1995, (i)
      payments were 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 and (ii) the value of the units (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) was being accrued over the
      vesting period (five years).  In connection with the 1995 merger, full
      vesting will be granted and the plan terminated.  Cash payments to be
      made to holders of the units were accrued at December 31, 1994.

      AFC and many of its subsidiaries provide health care and life insurance
      benefits to eligible retirees.  The projected future cost of providing
      these benefits is expensed over the period the employees qualify for such
      benefits.

      Effective January 1, 1994, AFC implemented SFAS No. 112, "Employers'
      Accounting for Postemployment Benefits" which covers benefits provided to
      former or inactive employees (primarily those on disability) who were not
      deemed retired under other company plans.  This standard requires
      companies to accrue the projected future cost of providing postemployment
      benefits instead of recognizing an expense for these benefits when paid.
      The implementation of SFAS No. 112 did not have a material effect on
      AFC's financial position or results of operations.
                                     F-11

<PAGE>   61
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


      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.

      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.

      Fair Value of Financial Instruments  Methods and assumptions used in
      estimating fair values are described in Note R to the financial
      statements.  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.

C.    Acquisitions and Sales of Subsidiaries and Investees

      General Cable  In June 1994, AFC sold its investment in General Cable
      common stock to an unaffiliated company for $27.6 million in cash.  AFC
      realized a $1.7 million pretax gain on the sale (excluding its share of
      American Premier's loss on its sale of General Cable notes).

      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 August 1993, AFEI, whose assets consisted 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, including recognition of a portion
      of previously deferred gains related to sales of assets to American
      Premier from AFC subsidiaries.  In anticipation of the 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 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 transaction after
      deferring $21.4 million based on its ownership of American Premier.


                                     F-12

<PAGE>   62
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


      Citicasters  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.

      In June 1994, AFEI purchased 1.2 million shares of Citicasters common
      stock for $23.9 million in cash.

      Great American Life Insurance Company  In December 1992, AFC sold Great
      American Life Insurance Company ("GALIC") to American Annuity Group for
      $468 million in cash.  In connection with the sale, AFC purchased 5.1
      million shares of AAG'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 transaction, AFC began accounting for AAG as a
      subsidiary.

      Spelling  In 1992, AFC's ownership of Spelling decreased below 50% and,
      accordingly, AFC ceased accounting for Spelling as a subsidiary and began
      accounting for it as an investee.  In March 1993, AFC sold its common
      stock investment in Spelling to Blockbuster Entertainment in exchange for
      Blockbuster common stock and warrants.  AFC realized a $52 million pretax
      gain on the sale.

      Kings Island Theme Park  In 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.

D.    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 F).

      The following tables (in thousands) show AFC's assets, revenues and
      operating profit (loss) by significant business segment.  Capital
      expenditures, depreciation and amortization are not significant.
      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>
<CAPTION>
                                                                          1994              1993              1992
                                                                          ----              ----              ----
      <S>                                                          <C>               <C>               <C>
      Assets
      Property and casualty insurance (a)                          $ 4,576,591       $ 4,192,908       $ 5,881,464
      Annuities                                                      5,078,928         4,898,419         4,434,865
      Other (b)                                                         61,895            86,361         1,504,269
                                                                   -----------       -----------       -----------
                                                                     9,717,414         9,177,688        11,820,598
      Investment in investee corporations                              832,637           899,800           568,207
                                                                   -----------       -----------       -----------

                                                                   $10,550,051       $10,077,488       $12,388,805
                                                                   ===========       ===========       ===========
</TABLE>


                                     F-13

<PAGE>   63
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


<TABLE>
<CAPTION>
                                                                       1994                1993                1992
                                                                       ----                ----                ----
<S>                                                            <C>                 <C>                 <C>             
      Revenues (c)
      Property and casualty insurance:
        Underwriting:
          Auto liability and physical
            damage                                               $  435,609          $  571,084          $  984,722
          Property and multiple peril                               381,765             338,555             343,966
          Workers' compensation and other
            liability                                               375,323             418,328             679,217    
          All other                                                 185,931             166,829             143,495
                                                                 ----------          ----------          ----------
                                                                  1,378,628           1,494,796           2,151,400
        Investment and other income                                 314,731             481,548             568,184
                                                                 ----------          ----------          ----------
                                                                  1,693,359           1,976,344           2,719,584
      Annuities (d)                                                 378,010             395,871             356,265
      Other (b)                                                      47,984             278,626           1,191,711
                                                                 ----------          ----------          ----------
                                                                  2,119,353           2,650,841           4,267,560
      Equity in net earnings (losses)
        of investee corporations                                    (16,573)             69,862            (338,710)
                                                                 ----------          ----------          ---------- 

                                                                 $2,102,780          $2,720,703          $3,928,850
                                                                 ==========          ==========          ==========


      Operating Profit (Loss)
      Property and casualty insurance:
        Underwriting:
          Auto liability and physical
            damage                                              ($   13,734)        ($    8,453)         $    2,819
          Property and multiple peril                               (41,006)             (8,529)            (62,785)
          Workers' compensation and other                           
            liability                                                39,495             (24,700)             27,248
          All other                                                 (18,260)              7,581               7,540
                                                                 ----------          ----------          ----------
                                                                    (33,505)            (34,101)            (25,178)
        Investment and other income                                 199,292             321,701             317,184
                                                                 ----------          ----------          ----------
                                                                    165,787             287,600             292,006
      Annuities                                                      58,748              63,388              65,480
      Other (b)(e)                                                 (164,394)           (158,865)           (163,630)
                                                                 ----------          ----------          ---------- 
                                                                     60,141             192,123             193,856
      Equity in net earnings (losses) of
        investee corporations                                       (16,573)             69,862            (338,710)
                                                                 ----------          ----------          ---------- 

                                                                 $   43,568          $  261,985         ($  144,854)
                                                                 ==========          ==========          ========== 
</TABLE>


      (a)    Not allocable to lines of insurance.
      (b)    Includes American Premier's non-insurance operations and Spelling
             for the periods they were accounted for as consolidated
             subsidiaries.
      (c)    Revenues include sales of products and services as well as other
             income earned by the respective segments.
      (d)    Represents primarily investment income and realized gains.
      (e)    Includes holding company expenses.


                                     F-14

<PAGE>   64
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


E.    Investments  Bonds, redeemable preferred stocks and other stocks at
December 31, consisted of the following (in millions):

<TABLE>
<CAPTION>
                                                                 1994                                                              
- -----------------------------------------------------------------------------------------------------------------------------------
                                   Held to Maturity                          Available for Sale                     
               -----------------------------------------------------------------------------------------------------
                                Amortized     Market   Gross Unrealized        Amortized     Market Gross Unrealized
                                                       ----------------                             ----------------
                                     Cost      Value     Gains   Losses             Cost      Value   Gains   Losses
                              -----------    -------     -----   ------      -----------    -------   -----   ------
       <S>                                              <C>                    <C>        <C>        <C>
       Bonds and redeemable
        preferred stocks:
         United States Government
          and government agencies
          and authorities     $       -  $       -      $  -   $    -           $  306.9   $  293.0   $  .4 ($14.3)
         States, municipalities and
          political subdivisions     23.4       23.2        .7    (.9)              36.8       36.3     1.4   (1.9)
         Foreign government          16.0       14.0       -     (2.0)              44.0       42.4      .1   (1.7)
         Public utilities           688.3      635.2       1.1  (54.2)              84.1       79.3      .2   (5.0)
         Mortgage-backed securities 952.7      872.3        .1  (80.5)             721.4      671.5      .6  (50.5)
         All other corporate      2,844.3    2.692.8       5.4 (156.9)             745.7      740.2     2.9   (8.4)
         Redeemable preferred stocks104.9       99.2        .4   (6.1)                -          -      -        - 
                                    ----- ----------     ------------        ---------------------- ------- -------

                                 $4,629.6   $4,336.7      $7.7($300.6)          $1,938.9   $1,862.7  $  5.6 ($81.8)
                                 ========   ========      ==== ======           ========   ========  ======  ===== 

       Other stocks                                                            $   137.1  $   208.7   $72.0($   .4)
                                                                               =========  =========   ===== ====== 
</TABLE>


<TABLE>
<CAPTION>
                                                              1993                                                                 
- -----------------------------------------------------------------------------------------------------------------------------------
                                   Held to Maturity                             Available for Sale                  
              --------------------------------------------------------- --------------------------------------------
                                Amortized     Market    Gross Unrealized       Amortized     Market Gross Unrealized
                                                        ----------------                            ----------------
                                     Cost      Value     Gains    Losses            Cost      Value   Gains   Losses
                              -----------    -------     -----    ------    ------------   --------   -----   ------
       <S>                                          <C>                        <C>        <C>                <C>
       Bonds and redeemable
        preferred stocks:
         United States Government
           and government agencies
           and authorities   $        - $        -   $     -   $    -          $   208.0  $   217.1 $   9.1     $ -
                                                                                                                   
         States, municipalities and
           political subdivisions    26.9       28.8       1.9      -               35.0       37.3     2.3       -
         Foreign government           6.0        5.0       -      (1.0)             15.7       15.7      -        -
         Public utilities           642.2      661.8      25.0    (5.4)            135.9      141.2     5.3       -
         Mortgage-backed securities 703.5      717.7      18.4    (4.2)          1,129.0    1,183.3    54.3       -
         All other corporate      2,314.5    2,447.8     141.0    (7.7)            692.7      754.9    62.2       -
         Redeemable preferred stocks 95.6       98.3       2.9     (.2)              -          -       -         - 
                                    ----- ----------  ----------------     --------------------------------    -----

                                 $3,788.7   $3,959.4    $189.2  ($18.5)         $2,216.3   $2,349.5  $133.2     $ - 
                                 ========   ========    ======   =====          ========   ========  ======     ====

       Other stocks                                                            $   207.1  $   339.2  $137.2   ($5.1)
                                                                               =========  =========  ======    ==== 
</TABLE>


      The table below sets forth the scheduled maturities of bonds and
      redeemable preferred stocks based on carrying value as of December 31,
      1994.  Data based on market value is generally the same.  Mortgage-backed
      securities had an average life of approximately 8 years at December 31,
      1994.

<TABLE>
<CAPTION>
                                                                                           Held to        Available
                       Maturity                                                           Maturity         for Sale
                     --------------------                                                 --------        ---------
                     <S>                                                                  <C>               <C>
                     One year or less                                                       *%                2%
                     After one year through five years                                      20                15
                     After five years through ten years                                     50                30
                     After ten years                                                         9                17
                                                                                           ---               ---
                                                                                            79                64
                     Mortgage-backed securities                                             21                36
                                                                                           ---               ---
                                                                                          100%              100%
                                                                                          ===               === 
</TABLE>
                     ________________
                     (*) less than 1%
                                     F-15

<PAGE>   65
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


      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>
        1994
        ----
        Realized                                   ($  1,107) (*)        $49,449         ($ 16,920)      $ 31,422
        Change in Unrealized                        (673,001)            (60,500)          256,725       (476,776)

        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)
</TABLE>

        (*)    Gross gains of $12.7 million, $69.4 million and $85.2 million
               and gross losses of $13.8 million, $16.5 million and $4.7
               million were realized on sales of fixed maturity investments
               during 1994, 1993 and 1992, respectively.

      As of February 28, 1995, the pretax unrealized losses on AFC's "available
      for sale" portfolio and "held to maturity" portfolio had decreased
      approximately $60 million and $180 million, respectively.

      Transactions in fixed maturity investments included in the Statement of
Cash Flows for 1994 consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                     Held to            Available
                                                    Maturity             for Sale               Total
                                                    --------            ---------          ----------
        <S>                                       <C>                    <C>               <C>
        Purchases                                 $1,089,978             $636,340          $1,726,318
        Maturities and redemptions                   216,013              204,932             420,945
        Sales                                          8,017(a)           686,930(b)          694,947
</TABLE>

        (a)   Securities classified as "held to maturity" having an amortized
              cost of $8.7 million were sold for a loss of $712,000 in 1994 due
              to significant deterioration in the issuer's creditworthiness.

        (b)   Gross gains of $9.4 million and gross losses of $11.2 million
              were realized on sales of fixed maturity securities classified as
              "available for sale".





                                     F-16

<PAGE>   66
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


F.    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 was
      approximately $890 million and $940 million at December 31, 1994 and
      1993, 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)
                                     -------------------------------------      -----------------------------------------
                                     12/31/94              12/31/93                   1994            1993           1992
                                     --------              --------                   ----            ----           ----
      <S>                            <C>         <C>       <C>        <C>       <C>               <C>          <C>
      American Premier(a)            $525,927    (42%)     $559,116   (41%)       $  1,147        $ 91,700       $   -
      Chiquita (b)                    237,015    (46%)      277,854   (46%)        (26,670)        (24,038)      (132,256)
      Citicasters                      69,695    (37%)       36,892   (20%)          8,950            -          (186,972)
      General Cable(c)                   -                   25,938   (45%)           -             (1,682)       (17,630)
      Other                              -                     -                      -              3,882         (1,852)
                                     --------              --------               --------        --------       -------- 

                                     $832,637              $899,800             ($ 16,573)        $ 69,862      ($338,710)
                                     ========              ========              ========         ========       ======== 
</TABLE>

      (a)     Accounted for as an investee beginning April 1, 1993.
      (b)     AFC's equity in Chiquita's 1994 net loss excludes AFC's share
              of Chiquita's extraordinary loss on prepayment of debt.
      (c)     Spun-off from American Premier in July 1992.  Sold in June 1994.

      American Premier is a property and casualty insurance company.  Chiquita
      is a leading international marketer, processor and producer of quality
      food products.  Citicasters owns and operates television and radio
      stations.  In May 1994, Citicasters changed its name from Great American
      Communications Company to reflect its identity as a pure broadcaster
      focused on metropolitan markets.

      Due to financial difficulties experienced by GACC, 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.

      Included in AFC's consolidated retained earnings at December 31, 1994,
      was approximately $290 million applicable to equity in undistributed net
      earnings of investees.

                                     F-17

<PAGE>   67
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


      Summarized financial information for AFC's investees at December 31,
      1994, is shown below (in millions).  See "Investee Corporations" in
      Management's Discussion and Analysis.

<TABLE>
<CAPTION>
                                                                         American Premier Underwriters, Inc.
                                                                         ---------------------------------------
                                                                           1994             1993            1992
                                                                           ----             ----            ----
           <S>                                                           <C>              <C>             <C>
           Cash and Investments                                          $2,721           $2,579
           Other Assets                                                   1,473            1,471
           Insurance Claims and Reserves                                  1,674            1,426
           Debt                                                             507              523
           Minority Interest                                                  6               15
           Shareholders' Equity                                           1,549            1,722

           Revenues of Continuing Operations                             $1,767           $1,763          $1,425
           Income from Continuing Operations                                  1              243              51
           Discontinued Operations                                           (1)             (11)              1
           Cumulative Effect of Accounting Change                            -                -              253
           Net Income                                                        -               232             305
</TABLE>

<TABLE>
<CAPTION>
                                                                         Chiquita Brands International, Inc.(*)
                                                                         ---------------------------------------
                                                                           1994             1993            1992
                                                                           ----             ----            ----
           <S>                                                           <C>              <C>             <C>
           Current Assets                                                $  918           $  886
           Non-current Assets                                             1,984            2,003
           Current Liabilities                                              654              612
           Non-current Liabilities                                        1,603            1,693
           Shareholders' Equity                                             645              584

           Net Sales                                                     $3,962           $4,083          $4,468
           Operating Income (Loss)                                          110              110            (154)
           Loss before Extraordinary Item                                   (49)             (51)           (284)
           Extraordinary Item                                               (23)              -               -
           Net Loss                                                         (72)             (51)           (284)
</TABLE>

         (*)  Amounts for 1993 and 1992 were reclassified by Chiquita in 1994 to
                reflect the reconsolidation of its Meat Division.

<TABLE>
<CAPTION>
                                                                           Citicasters Inc.             
                                                                           -------------------------------------
                                                                           1994             1993            1992
                                                                           ----             ----            ----
           <S>                                                             <C>              <C>            <C>
           Contracts, Broadcasting Licenses
             and Other Intangibles                                         $275             $575
           Other Assets                                                     128              145
           Long-term Debt                                                   122              433
           Shareholders' Equity                                             151              139

           Net Revenues of Continuing Operations                           $197             $205            $211
           Operating Income (Loss)                                           52               40            (642)
           Earnings (Loss) from Continuing Operations                        63              (67)           (613)
           Discontinued Operations                                           -                -               11
           Extraordinary Items                                               -               408               5
           Net Earnings (Loss)                                               63              341            (597)
</TABLE>


                                     F-18

<PAGE>   68
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


G.    Cost in Excess of Net Assets Acquired  At December 31, 1994 and 1993,
      accumulated amortization of the excess of cost over net assets of
      purchased subsidiaries amounted to approximately $100 million and $94
      million, respectively.  Amortization expense was $6.1 million in 1994,
      $15.0 million in 1993 and $25.0 million in 1992.

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

<TABLE>
<CAPTION>
                                                                                            1994              1993
                                                                                            ----              ----
      <S>                                                                               <C>               <C>
      American Financial Corporation (Parent Company):
         9-3/4% Debentures due April 2004                                               $203,759          $   -
         12% Debentures (including Series A and B) due
            September 1999                                                               120,463           189,099
         10% Debentures (including Series A) due October 1999                             89,620           150,017
         12-1/4% Debentures due September 2003                                            51,556           128,294
         13-1/2% Debentures (including Series A) due
            September 2004                                                                  -               73,546
         Other, less discount of $456 and $554                                            24,667            30,918
                                                                                        --------          --------

                                                                                        $490,065          $571,874
                                                                                        ========          ========

      Subsidiaries:
         Great American Holding Corporation ("GAHC"):
           Notes payable to banks due in installments
              to December 2000                                                          $160,000          $   -
            11% Notes due August 1998, less discount of $737
              and $894 (imputed interest rate - 11.2%)                                   149,263           149,106
            Floating Rate Notes due September 1995, less
              discount of $78 and $175                                                    49,922            49,825
         American Annuity Group, Inc.:
            11-1/8% Senior Subordinated Notes due February 2003                          103,868           125,000
            9-1/2% Senior Notes due August 2001                                           43,990           100,000
           Notes payable to banks due December 1998                                       30,000              -
         American Financial Enterprises, Inc.:
            Notes payable to banks due December 1997                                      16,000            15,000
         Other                                                                            63,639            43,201
                                                                                        --------          --------

                                                                                        $616,682          $482,132
                                                                                        ========          ========
</TABLE>

      See Note A - 1995 Merger.  At December 31, 1994, sinking fund and other
      scheduled principal payments on debt for the subsequent five years were
      as follows (in thousands):

<TABLE>
<CAPTION>
                                          Parent
                                         Company                  Subsidiaries                  Total 
                                         -------                  ------------                --------
            <S>                         <C>                           <C>                        <C>
            1995                        $    261                      $ 61,639                   $ 61,900
            1996                             261                         1,600                      1,861
            1997                           5,857                        49,446                     55,303
            1998                             261                       213,615                    213,876
            1999                         225,827                        33,697                    259,524
</TABLE>


                                     F-19

<PAGE>   69
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


      Debentures purchased in excess of scheduled payments may be applied to
      satisfy any sinking fund requirement.  The scheduled principal payments
      shown above assume that debentures purchased are applied to the earliest
      scheduled retirements.

      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 anticipation of the offer, 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.

      In the exchange offer (completed in April 1994), AFC issued approximately
      $203.8 million of the 9-3/4% Debentures.  A cash premium of $6.5 million
      on the debentures exchanged is included in Extraordinary Items in the
      Statement of Operations.  AFC also redeemed at par all 13-1/2% Debentures
      not tendered in the exchange for approximately $63.2 million in cash.

      GAHC has a 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 property and casualty 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 1994, AAG entered into a $50 million revolving credit agreement with
      three banks.  Loans under the credit agreement bear interest at floating
      rates based on prime or Eurodollar rates and are collateralized by 20% of
      the common stock of GALIC.

      During 1994, AAG repurchased $21.1 million principal amount of its
      11-1/8% Notes and $56.0 million principal amount of its 9-1/2% Notes in
      exchange for approximately $69 million in cash and 810,000 shares of its
      common stock.  Included in Extraordinary Items is a loss of $1.3 million
      (net of minority interest) realized as a result of the repurchases.

      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.

      AFEI redeemed all $102.5 million of 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 $115 million, $133 million and $206 million
      were made on long-term debt in 1994, 1993 and 1992, respectively.


                                     F-20

<PAGE>   70
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


I.    Capital Subject to Mandatory Redemption  Capital subject to mandatory
      redemption includes AFC's Mandatory Redeemable Preferred Stock and, at
      December 31, 1993, capital subject to a put option.

      Mandatory Redeemable Preferred Stock  At December 31, 1994, the
      outstanding shares of Mandatory Redeemable Preferred Stock were
      nonvoting, cumulative and consisted 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 1995; 274,242 shares
            (stated value - $2.9 million) and 504,711 shares (stated value
            - $5.3 million) outstanding at December 31, 1994 and 1993,
            respectively.

          Series I, $.01 par value - authorized 700,000 shares; annual dividends
            per share $2.66; retired in 1994; 150,212 shares (stated value -
            $4.2 million) outstanding at December 31, 1993.

      During 1994, AFC redeemed the outstanding shares of Series I Preferred
      Stock and 230,469 shares of Series E Preferred Stock for approximately
      $6.6 million.  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.

      Capital Subject to Put Option  Under an agreement entered into in 1983,
      certain members of the Lindner family (the "Group") were granted options
      to purchase additional AFC Common shares.  Holders had the right to "put"
      to AFC any shares of AFC Common Stock or options at any time at a price
      equal to AFC's book value per share, as defined.  At December 31, 1994
      and 1993, the Group owned 1,533,767 shares of AFC Common Stock and
      options to purchase an additional 762,500 shares.  Immediately prior to
      consummation of the 1995 merger discussed in Note A, the AFC options will
      be exercised at approximately $11.43 per share.  The aggregate purchase
      price for all shares covered by the put is included in "capital subject
      to mandatory redemption" at December 31, 1993, and amounted to $40
      million.  Since the group's rights under the put agreement will be
      extinguished in connection with the merger, the amount of capital equal
      to the purchase price for shares covered by the put at December 31, 1994,
      has been reclassified to Retained Earnings.

                                     F-21

<PAGE>   71
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


J.    Other Preferred Stock  Under provisions of both the Nonvoting (55.8
      million shares authorized, including the redeemable issues) and Voting
      (3.5 million  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.  In connection with the merger discussed in Note A, the aggregate
      number of shares authorized will be reduced to 38.1 million and voting
      rights will be granted to the Series F and G shares.


      At December 31, 1994, the outstanding shares of other preferred stock
      were nonvoting, cumulative and consisted 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 in 1995 and 1996; 13,744,754 shares
              (stated value - $167.9 million) and 13,753,254 shares (stated
              value - $168.0 million) outstanding at December 31, 1994 and
              1993, respectively.

            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, 1994 and 1993.

      In 1994, AFC purchased 8,500 shares of Series F Preferred Stock from a
      subsidiary's profit sharing plan for $159,000.  In 1992, AFC sold 1.0
      million shares of Series F Preferred Stock to its ESORP for $15.0 million
      in cash.

K.    Common Stock  At December 31, 1994, 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, 1994, 762,500 shares were reserved for issuance
      upon exercise of options.  In connection with the merger discussed in
      Note A, AFC will increase the number of authorized common shares to 53.5
      million.




                                     F-22

<PAGE>   72
                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 1994 and 1993 and 34% in 1992 and income taxes
      as shown in the Statement of Operations (in thousands):

<TABLE>
<CAPTION>
                                                                        1994            1993            1992
                                                                        ----            ----            ----
<S>     <C>                                                         <C>             <C>           <C>             
        Earnings (loss) before income taxes
            and extraordinary items                                  $43,568        $261,985       ($144,854)
            Extraordinary items                                      (17,192)         (4,559)            -   
                                                                     -------        --------         --------
        Adjusted earnings (loss) before
            income taxes                                             $26,376        $257,426       ($144,854)
                                                                     =======        ========        ======== 

        Income taxes at statutory rate                               $ 9,232        $ 90,099       ($ 49,250)
        Effect of:
            Losses (utilized) not utilized                            19,267         (59,141)         54,100
            Dividends received deduction                              (8,528)         (8,336)         (8,774)      
            Minority interest                                          2,998          12,082          13,289
            Amortization of intangibles                                1,987           2,658           4,223
            Tax exempt interest                                         (689)           (659)           (628)
            State income taxes                                           149             820           4,170
            Foreign income taxes                                           6              76             992
            Other                                                       (146)           (303)           (676)
                                                                     -------        --------        -------- 
        Total provision                                               24,276          37,296          17,446
        Less amounts applicable to
            extraordinary items                                          374            -               -   
                                                                     -------        --------        --------
        Provision for income taxes as shown
            on the Statement of Operations                           $24,650        $ 37,296        $ 17,446
                                                                     =======        ========        ========
</TABLE>

      Adjusted earnings (loss) before income taxes consisted of the following
<TABLE>
<CAPTION>
      (in thousands):
                                                                        1994            1993            1992
                                                                        ----            ----            ----
        <S>                                                          <C>            <C>            <C>
        Subject to tax in:
            United States                                            $28,422         $255,682       ($144,854)
            Foreign jurisdictions                                     (2,046)           1,744            -   
                                                                     -------         --------        --------

                                                                     $26,376         $257,426       ($144,854)
                                                                     =======         ========        ======== 
</TABLE>

      The total income tax provision consists of (in thousands):

<TABLE>
<CAPTION>
                                                                        1994            1993            1992
                                                                        ----            ----            ----
        <S>                                                          <C>             <C>            <C>
        Current taxes:
            Federal                                                  $21,028         $43,592         $39,791
            Foreign                                                     -                503           1,172
            State                                                        226           1,843           4,736
        Deferred taxes (credits):
            Federal                                                    3,012          (8,256)        (28,926)
            Foreign                                                       10            (386)            673
                                                                     -------         -------         -------

                                                                     $24,276         $37,296         $17,446
                                                                     =======         =======         =======
</TABLE>

                                     F-23

<PAGE>   73
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


      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.

      For income tax purposes, certain members of the AFC consolidated tax
      group had approximately $229 million of operating loss carryforwards
      available at December 31, 1994.  The carryforwards are scheduled to
      expire as follows: $6 million in 1995, $10 million in 1996 through 2000,
      $176 million in 2001 through 2005 and $37 million in 2006 through 2009.

      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>
                                                                               1994              1993
                                                                             ------            ------
             <S>                                                            <C>              <C>
             Deferred tax assets:
               Net operating loss carryforwards                              $ 80.0            $ 63.0
               Insurance claims and reserves                                  202.1             194.3
               Other, net                                                      53.5              39.3
                                                                             ------            ------
                                                                              335.6             296.6
               Valuation allowance for deferred
                 tax assets                                                  (111.1)            (87.6)
                                                                             ------            ------ 
                                                                              224.5             209.0
             Deferred tax liabilities:
               Deferred acquisition costs                                     (78.3)            (60.3)
               Investment securities                                         (103.6)           (186.7)
                                                                             ------            ------ 
                                                                             (181.9)           (247.0)
                                                                             ------            ------ 

             Net deferred tax asset (liability)                              $ 42.6           ($ 38.0)
                                                                             ======            ====== 
</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 $30.0 million, $49.6
      million and $9.6 million for 1994, 1993 and 1992, respectively.



                                     F-24

<PAGE>   74
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


M.    Extraordinary Items  Extraordinary items consisted of the following (in
thousands):

<TABLE>
<CAPTION>
                                                                                   1994             1993
                                                                                   ----             ----
        <S>                                                                   <C>               <C>
        Premium paid on AFC debentures retired
          in exchange offer                                                   ($ 6,454)           $  -
        Loss on subsidiary's prepayment of debt
          (net of minority interest of $199 and $681)                           (1,328)          (4,559)
        Share of loss on investee's prepayment of debt
          (net of income tax benefit of $374)                                   (9,036)              -  
                                                                               -------            ------
                                                                              ($16,818)         ($4,559)
                                                                               =======           ====== 
</TABLE>

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 $6.2 million in 1994,
      $9.4 million in 1993 and $7.4 million in 1992.

      In 1993, AFC began accruing postretirement benefits over the period
      employees qualify for such benefits.  Expense for 1994 and 1993 was $2.4
      million and $3.1 million, respectively.  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 1994, 1993 and 1992.

      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.

      At December 31, 1993, an AFC resort real estate subsidiary owed $452,000
      to The Provident Bank under a loan purchased by Provident in 1991 from an
      unrelated bank.  The loan was repaid in 1994.  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.
                                     F-25

<PAGE>   75
                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.  See Note C
      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 and investees in individual quarters.  The following are
      quarterly results of consolidated operations for the two years ended
      December 31, 1994 (in millions).

<TABLE>
<CAPTION>
                                                 1st            2nd             3rd            4th              Total
                                               Quarter        Quarter         Quarter        Quarter             Year 
                                               -------        -------         -------        -------          --------
        <S>                                   <C>              <C>             <C>            <C>             <C>
        1994
        ----
        Revenues                                $523.6         $508.0          $537.5         $533.7          $2,102.8
        Earnings (loss) before
          extraordinary items                     26.7           23.2             7.5          (38.5)             18.9
        Extraordinary items                      (15.7)           (.7)            (.5)            .1             (16.8)
        Net earnings (loss)                       11.0           22.5             7.0          (38.4)              2.1

        1993
        ----
        Revenues                              $1,024.7         $557.0          $555.7         $583.3          $2,720.7
        Earnings before
          extraordinary items                     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
</TABLE>

      Results for 1994 included credits of $3.9 million and $5.3 million in the
      second and third quarters and a fourth quarter charge of $43.9 million
      for units outstanding under AFC's Book Value Incentive Plan.

      Realized gains on sales of securities 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:
        1994                                    $14.9          $ 8.2          $20.0           $ 5.2              $48.3
        1993                                     17.4           23.6           17.7            23.6               82.3
</TABLE>

R.    Additional Information  Total rental expense for various leases of
      railroad rolling stock, office space and data processing equipment was
      $22 million, $24 million and $52 million for 1994, 1993 and 1992,
      respectively.  Sublease rental income related to these leases totaled
      $6.4 million in 1994, $6.6 million in 1993 and $8.2 million in 1992.

      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,
      1994, were as follows:  1995 - $32 million, 1996 - $27 million, 1997 -
      $20 million, 1998 - $14 million; 1999 - $9 million and $20 million
      thereafter.  At December 31, 1994, minimum sublease rentals to be
      received through the expiration of the leases aggregated $32 million.
                                     F-26

<PAGE>   76
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


      Other operating and general expenses included charges (credits) for
      possible losses on agents' balances, reinsurance recoverables and other
      receivables in the following amounts:  1994 - $18 million, 1993 - $10
      million and 1992 - ($3 million).  The aggregate allowance for such losses
      amounted to approximately $109 million and $91 million at December 31,
      1994 and 1993, respectively.

      Insurance  Securities owned by insurance subsidiaries having a carrying
      value of approximately $424 million at December 31, 1994, were on deposit
      as required by regulatory authorities.  Included in "Prepaid expenses,
      deferred charges and other assets" at December 31, 1994 and 1993 were
      $231 million and $176 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.

<TABLE>
<CAPTION>
                                                                      1994             1993             1992
                                                                      ----             ----             ----
      <S>                                                           <C>              <C>              <C>
      Insurance group investment income:
        Fixed maturities                                            $560.6           $566.2           $615.8
        Equity securities                                              8.3              9.9             16.9
        Other                                                          6.7              4.7              3.2
                                                                    ------           ------           ------
                                                                     575.6            580.8            635.9
      Insurance group investment expenses (*)                        (32.0)           (38.9)           (41.1)
                                                                    ------           ------           ------ 
                                                                    $543.6           $541.9           $594.8
                                                                    ======           ======           ======
</TABLE>

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

      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>
<CAPTION>
                                                                                                  Policyholders'
                                                           Net Earnings                              Surplus    
                                                   -----------------------------               -------------------
                                                   1994         1993        1992               1994           1993
                                                   ----         ----        ----               ----           ----
        <S>                                         <C>         <C>         <C>                <C>            <C>
        Property and casualty
          companies                                 $63         $179        $200               $943           $887
        Life insurance companies                     54           44          59                256            251
</TABLE>

      During the third quarter of 1994, the California Supreme Court upheld
      Proposition 103, an insurance reform measure passed by California voters
      in 1988.  In addition to increasing rate regulation, Proposition 103
      gives the California insurance commissioner power to mandate rate
      rollbacks for most lines of property and casualty insurance.  GAI
      recorded a charge of $26 million (included in "Other Operating and
      General Expenses") in the third quarter of 1994 in response to the
      California court decision.  This charge was revised at December 31, 1994
      to reflect a settlement agreement signed in March 1995 setting GAI's
      refund obligation at $19 million.  The agreement is expected to become
      final in April 1995 following a required waiting period.

                                     F-27

<PAGE>   77
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


      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.

<TABLE>
<CAPTION>
                                                                                 1994         1993         1992
                                                                                 ----         ----         ----
             <S>                                                                 <C>          <C>          <C>
             Reinsurance ceded to:
               Non-affiliates                                                    $402         $333         $278
               Affiliates                                                         161           89           -
             Reinsurance assumed - primarily
               non-voluntary pools and associations                                83           61          117
             Reinsurance recoveries                                               429          343          151
</TABLE>

      Fair Value of Financial Instruments  The following table presents (in
      millions) the carrying value and estimated fair value of AFC's financial
      instruments at December 31.

<TABLE>
<CAPTION>
                                                             1994                                 1993       
                                                   ------------------------              ---------------------
                                                    Carrying           Fair              Carrying         Fair
                                                       Value          Value                 Value        Value
                                                   ---------         ------              --------       ------
          <S>                                         <C>            <C>                   <C>          <C>
          Assets:
          Bonds and redeemable
            preferred stocks                          $6,492         $6,199                $6,138       $6,309
          Other stocks                                   209            209                   339          339

          Liabilities:
          Annuity policyholders'
            funds accumulated                         $4,618         $4,510                $4,257       $4,164
          Long-term debt:
            Parent company                               490            473                   572          576
            Subsidiaries                                 617            618                   482          501
</TABLE>

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

      Financial Instruments with Off-Balance-Sheet Risk  On occasion, AFC and
      its subsidiaries have entered into financial instrument transactions
      which may present off-balance-sheet risks of both credit and market risk
      nature.  These transactions include commitments to fund loans, loan
      guarantees and commitments to purchase and sell securities or loans.  At
      December 31, 1994, AFC and its subsidiaries had commitments to fund
      credit facilities and contribute limited partnership capital totalling
      $12 million.

                                     F-28

<PAGE>   78
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


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 (without prior approval from state
      insurance regulators) in 1995 from GAI based on 10% of its policyholders'
      surplus is approximately $95 million.  Total "restrictions" on
      intercompany transfers from AFC's subsidiaries cannot be quantified due
      to the discretionary nature of the restrictions.


                                      F-29

<PAGE>   79
                                    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 1994, 1993 and 1992:   Page

                   I - Condensed Financial Information of Registrant   S-2

                   V - Supplemental Information Concerning             S-4
                         Property-Casualty Insurance Operations
                                                                  

                  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.

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

(b) Reports on Form 8-K:

                  Date of Report                           Item Reported
                  December 9, 1994                         Proposed merger
                                                           between AFC and
                                                           American Premier

                                      S-1

<PAGE>   80
                  AMERICAN FINANCIAL CORPORATION - PARENT ONLY
           SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                 (In Thousands)
________________________________________________________________________________

                            Condensed Balance Sheet

<TABLE>
<CAPTION>
                                                                                       December 31,      
                                                                           ----------------------------------
<S>                                                                        <C>                     <C>
Assets:                                                                          1994                    1993
                                                                                 ----                    ----
  Cash and short-term investments                                          $    4,896              $    2,681
  Investment in securities                                                      1,786                  12,217
  Receivables from affiliates                                                 288,271                 460,915
  Investment in subsidiaries                                                  976,151               1,051,028
  Investment in investee corporations                                         233,908                 267,219
  Other assets                                                                 49,747                  41,919
                                                                           ----------              ----------
                                                                           $1,554,759              $1,835,979
                                                                           ==========              ==========
Liabilities and Capital:
  Accounts payable, accrued expenses and other
    liabilities                                                            $   83,783              $   46,840
  Payable to affiliates                                                       582,048                 630,795
  Long-term debt                                                              490,065                 571,874
  Capital subject to mandatory redemption                                       2,880                  49,232
  Other capital                                                               395,983                 537,238
                                                                           ----------              ----------
                                                                           $1,554,759              $1,835,979
                                                                           ==========              ==========
</TABLE>


                       Condensed Statement of Operations

<TABLE>
<CAPTION>
                                                                                 Year ended December 31,     
                                                                     --------------------------------------------
Income:                                                                  1994              1993              1992
                                                                         ----              ----              ----
<S>                                                                  <C>               <C>             <C>
  Dividends from:
    Subsidiaries                                                     $ 25,571          $248,168          $185,471
    Investees                                                           3,514             4,035            11,498
                                                                     --------          --------          --------
                                                                       29,085           252,203           196,969
  Equity in undistributed earnings (losses)                                                      
    of subsidiaries and investees                                     113,631            65,435          (309,970)
  Realized gains (losses) on sales of:
    Securities                                                          7,477            (1,743)           (2,476)
    Investees                                                          (5,555)           59,182             1,772
    Subsidiaries                                                         -                 -               64,483
  Investment and other income                                          26,546            21,370             4,097
                                                                     --------          --------          --------
                                                                      171,184           396,447           (45,125)
Costs and Expenses:
  Interest charges on intercompany borrowings                           3,494             3,736             5,632
  Interest charges on other borrowings                                 56,945            71,057            70,619
  Book Value Incentive Plan                                            44,166               596            (5,915)
  Other operating and general expenses                                 23,011            59,073            29,393
                                                                     --------          --------          --------
                                                                      127,616           134,462            99,729
                                                                     --------          --------          --------
Earnings (loss) before income taxes,
  extraordinary items and cumulative effect
  of accounting change                                                 43,568           261,985          (144,854)
Provision for income taxes                                             24,650            37,296            17,446
                                                                     --------          --------          --------

Earnings (loss) before extraordinary items
  and cumulative effect of accounting change                           18,918           224,689          (162,300)

Extraordinary items, net of income taxes                              (16,818)           (4,559)             -
Cumulative effect of accounting change                                   -                 -               85,400
                                                                     --------          --------          --------

Net Earnings (Loss)                                                  $  2,100          $220,130         ($ 76,900)
                                                                     ========          ========          ======== 
</TABLE>
                                      S-2

<PAGE>   81
                  AMERICAN FINANCIAL CORPORATION - PARENT ONLY
     SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CONTINUED
                                 (In Thousands)

________________________________________________________________________________
                                       _

                       Condensed Statement of Cash Flows


<TABLE>
<CAPTION>
                                                                                   Year ended December 31,    
                                                                        -------------------------------------------
                                                                            1994              1993             1992
                                                                            ----              ----             ----
<S>                                                                    <C>               <C>             <C>
Operating Activities:
  Net earnings (loss)                                                   $  2,100          $220,130        ($ 76,900)
  Adjustments:
    Extraordinary losses from retirement
      of debt                                                             16,818             4,559             -
    Cumulative effect of accounting change                                   -                -             (85,400)
    Equity in earnings of subsidiaries                                   (88,060)         (172,803)         (49,407)
    Equity in net losses (earnings) of
      investees                                                           (2,872)           (1,963)         222,545
    Depreciation and amortization                                            612             3,778            4,019
    Realized gains on sales of
      subsidiaries and investments                                        (1,929)          (57,421)         (64,581)
    Writeoff of debt discount and issue costs                               -               24,814             -
    Change in receivables and payable
      from affiliates, net                                               125,427          (196,338)        (108,462)
    Increase (decrease) in payables                                       37,051           (13,146)         (17,931)
    Dividends from subsidiaries and investees                             20,504           131,914           72,651
    Other                                                                 (2,194)          (16,943)         (18,419)
                                                                        --------          --------         -------- 
                                                                         107,457           (73,419)        (121,885)
Investing Activities:
  Purchases of subsidiaries and other
    investments                                                             -              (29,501)         (42,690)
  Sales of subsidiaries and other investments                             20,975           126,196          167,663
  Other, net                                                                (788)              344               35
                                                                        --------           --------         --------
                                                                          20,187            97,039          125,008
Financing Activities:
  Additional long-term borrowings                                            732             9,984              786
  Reductions of long-term debt                                           (89,901)           (9,062)         (17,516)
  Issuance of capital stock                                                 -                 -              15,000
  Repurchases of capital stock                                            (6,738)           (2,643)         (10,549)
  Cash dividends paid                                                    (29,522)          (28,034)         (29,001)
                                                                        --------          --------         -------- 
                                                                        (125,429)          (29,755)         (41,280)

Net Increase (Decrease) in Cash and Short-term Investments                 2,215            (6,135)         (38,157)

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

Cash and short-term investments at end
  of period                                                             $  4,896          $  2,681         $  8,816
                                                                        ========          ========         ========
</TABLE>





                                      S-3

<PAGE>   82
                AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES
                SCHEDULE V - SUPPLEMENTAL INFORMATION CONCERNING
                     PROPERTY-CASUALTY INSURANCE OPERATIONS
                      THREE YEARS ENDED DECEMBER 31, 1994
                                 (IN MILLIONS)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
COLUMN A    COLUMN B    COLUMN C      COLUMN D     COLUMN E     COLUMN F     COLUMN G            COLUMN H           
- ------------------------------------------------------------------------------------------------------------------
                            (a)                                                               CLAIMS AND CLAIM     
              DEFERRED   RESERVES FOR        (b)                                             ADJUSTMENT EXPENSES    
AFFILIATION   POLICY     UNPAID CLAIMS   DISCOUNT        (c)                   NET            INCURRED RELATED TO  
   WITH      ACQUISITION   AND CLAIMS   DEDUCTED IN   UNEARNED    EARNED     INVESTMENT   ------------------------
REGISTRANT       COSTS     ADJUSTMENT    COLUMN C     PREMIUMS   PREMIUMS      INCOME         CURRENT    PRIOR    
                           EXPENSES                                                             YEAR     YEARS
- ------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>             <C>             <C>         <C>           <C>             <C>        <C>
CONSOLIDATED PROPERTY-CASUALTY ENTITIES                                                                       
- ---------------------------------------                                                                       
                                                                                                                
1994         $166       $2,917          $71             $825       $1,379        $177             $1,027     ($40)
             ====       ======          ===             ====       ======        ====             ======      === 
                                                                                                                 
1993         $137       $2,724          $56             $675       $1,495(d)     $206(d)          $1,103(d)  ($39)(d)              
             ====       ======          ===             ====       ======        ====             ======      ===                  
                                                                                                                                    
1992(e)                                                            $2,151        $301             $1,589     ($34)               
                                                                   ======        ====             ======      ===                
- ------------------------------------------------------------------------------------------------------------------
                                                                                                     
- ------------------------------------
COLUMN I      COLUMN J  COLUMN K 
- ------------------------------------
AMORTIZATION  PAID 
OF DEFERRED  CLAIMS                 
  POLICY     CLAIM                  
ACQUISITION ADJUSTMENT  PREMIUMS
  COSTS      EXPENSES   WRITTEN 
- ------------------------------------
<S>         <C>         <C>
$329        $  913      $1,481
====        ======      ======

$345(d)     $1,052(d)   $1,587(d)
====        ======      ======
             
$494        $1,461      $2,222
====        ======      ======
- ------------------------------------
<FN>
    (a)  Grossed up for reinsurance recoverables of $730 and $611 at December 31, 1994 and 1993, respectively.
    (b)  Discounted at rates ranging from 4% to 8%.
    (c)  Grossed up for prepaid reinsurance premiums of $172 and $122 at December 31, 1994 and 1993, respectively.
    (d)  Includes American Premier's Insurance Group through March 31, 1993.
    (e)  Includes American Premier's Insurance Group.
</TABLE>

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.


<PAGE>   83
                                   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 29, 1995                 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:

<TABLE>
<CAPTION>
      Signature                                           Capacity                                  Date
      ---------                                           --------                                  ----
<S>                                                  <C>                                       <C>
s/CARL H. LINDNER                                    Chairman of the Board                     March 29, 1995
- -----------------------                                of Directors
  Carl H. Lindner                                      



s/RICHARD E. LINDNER                                 Director                                  March 29, 1995
- -----------------------                                                                                      
  Richard E. Lindner



s/RONALD F. WALKER                                   Director*                                 March 29, 1995
- -----------------------                                                                                      
  Ronald F. Walker



s/FRED J. RUNK                                       Vice President and                        March 29, 1995
- -----------------------                                Treasurer (principal                                  
  Fred J. Runk                                         financial and accounting
                                                       officer)                
                                                                               
</TABLE>                                               


* Member of the Audit Committee

<PAGE>   84
                               INDEX TO EXHIBITS

                         AMERICAN FINANCIAL CORPORATION


<TABLE>
<CAPTION>
Number              Exhibit Description
- ------              -------------------
 <S>     <C>                                                           <C>
  3                 Articles of Incorporation and Code
                    of Regulations.                                                               
                                                                                             -----

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

                    Management Contracts:
 10.1    Book Value Incentive Plan.                                                               
                                                                                             -----

 10.2    Option Agreement.                                                                        
                                                                                             -----

 10.3    Nonqualified ESORP Plan.                                                                 
                                                                                             -----

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

 21                 Subsidiaries of the Registrant.                                               
                                                                                             -----

 27                 Financial data schedule                                                   (*)

 28                 Information from reports furnished to
                    state insurance regulatory authorities.                                       
                                                                                             -----
</TABLE>


(*)  Copy included in Report filed electronically with the Securities and
Exchange
      Commission.


                                      E-1


<PAGE>   1





                            CERTIFICATE OF AMENDMENT
                                       TO
                         AMERICAN FINANCIAL CORPORATION

Carl H. Lindner, who is President and James E. Evans, who is Secretary of the
above named Ohio corporation for profit with its principal location at 1 East
Fourth Street, Cincinnati, Ohio do hereby certify that in a writing signed by
all of the Directors pursuant to Section 1701.54 of the Revised Code, the
following resolution was adopted pursuant to Section 1701.72(B) of the Revised
Code:

         RESOLVED:  That pursuant to Ohio General Corporation Law, Section
         1701.72(B), the Company's Consolidated Articles of Incorporation be,
         and the same are hereby, amended to consolidate and amend the
         previously Consolidated Articles of Incorporation and all previously
         adopted amendments to the Consolidated Articles of Incorporation now
         in force and to supersede and take the place of the existing
         Consolidated Articles of Incorporation and all amendments thereto.

         (Consolidated Articles of Incorporation attached)

IN WITNESS WHEREOF, the above named officers acting for and on behalf of the
corporation, have hereunto subscribed their names this 28th day of October
1981.


                                            By:   /s/ Carl H. Lindner           
                                               -------------------------------
                                                Carl H. Lindner, President


                                            By:   /s/ James E. Evans            
                                               -------------------------------
                                                James E. Evans, Secretary
<PAGE>   2
                                  CONSOLIDATED
                           ARTICLES OF INCORPORATION
                                       OF
                         AMERICAN FINANCIAL CORPORATION
                      AS AMENDED THROUGH OCTOBER 28, 1981
                      -----------------------------------


                                     FIRST
                                     -----
The name of said corporation shall be AMERICAN FINANCIAL CORPORATION.

                                     SECOND
                                     ------
The place in Ohio where its principal office is to be located is One East
Fourth Street, Cincinnati, Ohio.

                                     THIRD
                                     -----
The purpose or purposes for which it is formed are:

(1)      To buy, lease acquire, own, hold, exchange, sell, trade, mortgage or
         encumber, maintain and repair and to do all things necessary,
         incidental or related to the owning and operating of a real estate
         business.

(2)      To invest in, hold, sell, underwrite, pledge and otherwise deal with
         stock, shares, bonds, debentures and securities of any corporation,
         public or private, any sovereign government, state government,
         governmental agency or municipality; or obligations of any trust,
         syndicates, partnerships or individuals, to make advances upon, hold
         in trust, issue on commission, sell or dispose of any of the
         investments aforesaid.

(3)      To manufacture, grow, raise, purchase or otherwise acquire, hold, own,
         sell, assign, transfer, lease, exchange, invest in, mortgage, pledge,
         or otherwise encumber or dispose of and generally to deal and trade
         in, goods, wares, merchandise, crops, livestock, and property of every
         kind, nature and description.

(4)      To conduct a general agency business for the writing, procuring and
         solicitation of insurance, to contract with insurers and insurance
         companies, and to act for them as general or special agents or in any
         other capacity, excepting life insurance in which life insurance
         business this company shall not in any way be authorized to act; to
         contract with banks, trust companies and other fiduciaries as to all
         relations incident to the business herein specified; and in general to
         day any and all acts and business in any way

                                    - 2 -
<PAGE>   3
         connected with or incident to the relations herein set forth.

(5)      To carry on the business of insurance agents and brokers for and in
         any and all classes and species of insurance including theft, marine,
         fire, life, accident, indemnity, guaranty, fidelity, casualty,
         windstorm, and workmen's compensation insurance, excepting life
         insurance, and to act as agent, manager, representative and
         attorney-in-fact for underwriters and insurance companies in the
         issuance of any such insurance, to carry on a general insurance agency
         business, to carry on the business of adjusters in all its branches,
         and to act as agent and representative for any persons, firms,
         associations and corporations in connection with any matter of
         salvage, including the adjustment, settlement, payment and collection
         of salvage claims.  Provided, however, nothing in this paragraph shall
         authorize the company to conduct any activity in the sale of life
         insurance or to in any way act with respect to the sale of life
         insurance.

(6)      To transact and carry on all or any other business which may be
         necessary, incidental, related or proper to the exercise of any or all
         of the aforesaid purposes and powers.

(7)      Generally, and without in any manner limiting or restricting any of
         the independent powers herein above enumerated, to do such acts and
         things and to exercise any and all powers to the same extent as a
         natural person might or could lawfully do to the extent allowed by
         law.  In the execution of the foregoing purposes and powers and in the
         attainment of the objectives of the corporation, it shall have and
         possess all powers granted to it by the statutes under which it is
         being organized, including the power --

         (a)     To purchase, receive, lease as lessee, take by gift, devise or
                 bequest, or otherwise acquire, and to hold, use, lease as
                 lessor, encumber, sell, transfer and dispose of property, real
                 and personal, tangible, and intangible, within or without the
                 state.

         (b)     To make contracts and incur liabilities.

         (c)     To acquire, hold, encumber, transfer, guarantee and dispose of
                 shares, bonds, and other evidences of indebtedness,
                 securities, and contracts of other persons, associations and
                 corporations, domestic or foreign, and to form or acquire the
                 control of other corporations.

         (d)     To conduct business in this state and elsewhere.

         (e)     To borrow money, and to issue, sell and pledge its bonds,
                 notes and other evidences of indebtedness, and to secure any
                 of its obligations by mortgage, pledge or deed of trust of all
                 or any of its property.





                                     - 3 -
<PAGE>   4
         (f)     To purchase, own and hold, and to sell and transfer (but not
                 to vote) shares of its own capital stock if and when the
                 capital of the corporation is not thereby impaired.

         (g)     To take licenses in respect of, use and operate or manufacture
                 under any letters patent of the United States of America or
                 any other country or government, any applications therefor and
                 any and all rights and privileges connected therewith or any
                 unpatented processes therewith or any unpatented processes,
                 formulae or inventions, or any copyrights granted by the
                 United States of America or any other country or government,
                 or any trade-marks, trade names, trade symbols, or other
                 indications of origin and ownership granted by, or recognized
                 under the laws of the United States of America or any other
                 country or government.

                                     FOURTH
                                     ------
I.       AUTHORIZED CAPITAL.  The Company is authorized to issue shares of
         Capital Stock designated, described and limited as follows:

         A.      COMMON STOCK WITHOUT PAR VALUE - 32.3 MILLION SHARES AUTHORIZED

         B.      PREFERRED STOCK

                 (1)      $1 PAR, VOTING CUMULATIVE PREFERRED STOCK -- 3.5
                          MILLION SHARES AUTHORIZED, NONE OF WHICH IS SERIALLY
                          DESIGNATED.

                 (2)      $1 PAR, NONVOTING CUMULATIVE PREFERRED STOCK -- 10
                          MILLION SHARES AUTHORIZED, CONSISTING OF THE
                          FOLLOWING DESIGNATED SERIES:

                          SERIES F         - 8,000,000
                          SERIES G         - 2,000,000
                                            ----------
                          TOTAL    10,000,000
                                   ==========

                 (3)      $10.50 PAR, NONVOTING CUMULATIVE PREFERRED STOCK --
                          11.1 MILLION SHARES AUTHORIZED, CONSISTING OF THE
                          FOLLOWING DESIGNATED SERIES:

                          SERIES D         - 8,375,000
                          SERIES E         - 2,725,000
                                             ---------
                          TOTAL    11,100,000
                                   ==========

                 (4)      $1.50 PAR, NONVOTING CUMULATIVE PREFERRED STOCK --
                          7.7 MILLION AUTHORIZED, CONSISTING OF THE FOLLOWING
                          DESIGNATED SERIES:




                                     - 4 -
<PAGE>   5
                          SERIES H         - 7,700,000

II.      General Provisions.
         ------------------
         A.      PRE-EMPTIVE RIGHTS.  No holder of any shares of the Company,
                 whether Common or Cumulative Preferred, shall have any pre-
                 emptive rights to subscribe for or to purchase any shares of
                 the Company of any class whether such shares or such class be
                 now or hereafter authorized or to purchase or subscribe for
                 securities convertible into or exchangeable for shares of any
                 class or to which shall be attached or appertain any warrants
                 or rights entitling the holder thereof to purchase or
                 subscribe for shares of any class.

         B.      DIVIDEND RIGHTS.  The holders of the Cumulative Preferred
                 Stock shall be entitled to receive dividends out of any funds
                 of the Company at the time legally available for dividends
                 when and as declared by the Board of Directors at such rate
                 per share per annum as shall be fixed by the Board of
                 Directors for such series as hereinafter provided before any
                 sum shall be set apart or applied to the redemption or
                 purchase of or any dividends shall be declared or paid upon or
                 set apart for the Common Stock.  In the event of any
                 liquidation, dissolution or winding up of the Company, the
                 holders of Cumulative Preferred Stock shall be entitled to
                 receive out of the assets of the Company payment of an amount
                 per share as determined by the Board of Directors as a
                 liquidation price as hereinafter provided (including accrued
                 dividends, if any) before any distribution of assets shall be
                 made to the holders of the Common Stock.

         C.      VOTING RIGHTS.  The voting power of the Company shall reside
                 in the Common Stock except as set forth hereafter with respect
                 to the Cumulative Preferred Stock.

                 Each share of Voting Cumulative Preferred Stock shall have the
                 same voting rights as each share of Common Stock of the
                 Company.

                 The following provisions apply to the accrual and termination
                 of voting rights with respect to Nonvoting Cumulative
                 Preferred Stock.

                 (1)      Holders of $1 PAR NONVOTING CUMULATIVE PREFERRED
                          STOCK shall have no voting rights except that if and
                          whenever the Company shall be in arrears on the
                          declaration of payment of dividends on the
                          outstanding $1 Par Nonvoting Cumulative Preferred
                          Stock in an amount equivalent to Six (6) full
                          quarterly dividends thereon, the holders of the $1





                                     - 5 -
<PAGE>   6
                          Par Nonvoting cumulative Preferred Stock, voting
                          separately as a class, shall be entitled to elect two
                          Directors out of the then number of Directors of the
                          Company, such rights shall continue until full
                          cumulative dividends for all past dividend periods
                          and the dividend for the current dividend period on
                          the $1 Par Nonvoting Cumulative Preferred Stock shall
                          have been declared and paid or provided for.

                 (2)      Holders of the $10.50 PAR NONVOTING CUMULATIVE
                          PREFERRED STOCK shall have no voting rights except
                          that if and whenever the Company shall be in arrears
                          on the declaration of payment of dividends on said
                          Stock as hereinafter provided, or be in default of
                          its obligation to redeem said Stock in holders of all
                          of the $10.50 Par Shares, voting separately as a
                          class, shall be entitled to elect, at any one time,
                          the highest number of Directors of the Company that
                          results from applying the two following formulae:

                                  During any time in which the following number
                                  of semi-annual installments of dividends
                                  whether or not consecutive have not been paid
                                  in whole or in part when due, and as long as
                                  the same remain unpaid in whole or in part,
                                  or in which the following number of
                                  redemption payments, whether or not
                                  consecutive, have not been made when due, and
                                  as long as they are not made in whole or in
                                  part:

<TABLE>
<CAPTION>
                                  Number of                 Number of                Authorized
                                  Semi-Annual               Annual                   Number of
                                  Dividend                  Redemption               AFC
                                  Installments              Payments                 Directors  
                                  ------------              ----------               -----------
                                      <S>             <C>                           <C>
                                       2               1                             Smallest number
                                                                                     constituting at
                                                                                     least 25%

                                       4               2                             Smallest number
                                                                                     constituting at
                                                                                     least 40%

                                       6               3                             Smallest Number
                                                                                     constituting a majority

</TABLE>


                 (3)      In the event voting rights accrue to the holders of
                          Nonvoting cumulative Preferred Stock as described in
                          (1) and/or (2) above, then holders of the Voting





                                    - 6 -
<PAGE>   7
                          Stock of the Company, voting separately as a class,
                          shall be entitled to elect the remainder of the Board
                          of Directors.

III.     Preferred Stock Series Designations.
         -----------------------------------
         The Board of Directors shall have the right to adopt amendments to the
         Articles with respect to any unissued or treasury shares of Cumulative
         Preferred Stock and thereby to fix or change:  the division of such
         shares into series and the designation and authorized number of shares
         of each series; the dividend rate; the dates of payment of dividends;
         the dates from which dividends are cumulative; liquidation price;
         redemption rights and price; sinking fund requirement; conversion
         rights; and restrictions on the issuance of shares of any class or
         series.

         The specific series of Cumulative Preferred Stock designated are as
         follows:

                                    SERIES D
                                    --------
         8,375,000 shares of the $10.50 Par, Nonvoting Cumulative Preferred
         Stock shall be designated as Series D (hereinafter referred to as
         "Share" or "Shares") and shall be issuable upon the following terms
         and conditions:

         A.      DIVIDEND.  Each of said Shares shall have an annual dividend
                 rate of $1.00 and no more.  Said annual dividend shall be
                 payable in equal semi-annual installments on the 3rd day of
                 June and December in each year to holders of record as of the
                 15th day of the preceding month commencing June, 1974.  Should
                 any semi-annual installment not be declared and paid in full
                 on the 3rd day of June or December, as the case may be, there
                 shall be payable with respect to each said installment an
                 additional dividend which accrues at the rate of $.04 annually
                 until paid.  Such additional dividend shall be paid together
                 with the installment to which it relates.  The holders of said
                 Shares shall be entitled to receive dividends out of any funds
                 of the Company which at the time are legally available for
                 dividends before any sum shall be set apart or applied to (i)
                 the redemption or purchase of or any dividends shall be
                 declared or paid upon or set apart for the Common Stock, or
                 (ii) the purchase of any shares.

         B.      DIVIDEND ACCRUAL.  For all purposes set forth in this
                 amendment other than the annual dividend rate of $1.00 in
                 paragraph A, dividends shall be deemed to accrue on a daily
                 basis regardless of whether such dividends have been declared.





                                     - 7 -
<PAGE>   8
         C.      REDEMPTION.  None of said Shares shall be redeemed before
                 1983.  In each of the years 1983 to 1992, inclusive, the
                 Company shall be obligated to redeem on December 3, 10% of the
                 total number of said Shares originally issued at the par value
                 of $10.50 for each of said Shares redeemed, plus any accrued
                 but unpaid dividends.  This obligation is subject to credits
                 at the Company's option for the number of said Shares
                 purchased or redeemed by the Company otherwise than pursuant
                 to this requirement, and not theretofore made the basis of any
                 reduction in the aforesaid obligation.  In addition to the
                 aforesaid obligation to redeem said Shares, the Company may,
                 at its option, redeem an additional 10% of said Shares
                 originally issued in each of the years 1983 to 1992,
                 inclusive, at the par value of $10.50 per share, plus any
                 accrued but unpaid dividends, such optional right of
                 redemption being cumulative.  Any shares redeemed pursuant to
                 this paragraph C or which are made the basis for any reduction
                 in the obligation to redeem pursuant to paragraph C shall
                 promptly be cancelled and shall not thereafter be reissued.
                 With respect to the Shares to be redeemed in any year, the
                 Company shall select by lot those Shares which are to be
                 redeemed.

         D.      LIQUIDATION.  Upon any dissolution, liquidation or winding up
                 of the Company, the holders of each of said Shares shall be
                 entitled to receive, before any payment to holders of Common
                 Shares, all accrued but unpaid dividends, plus the par value
                 of $10.50 per share and no more.  The consolidation or merger
                 of the Company, at any time, with another corporation, or a
                 sale of substantially all of the assets of the Company, shall
                 not be construed as a dissolution, liquidation or winding up
                 of the Company within the meaning hereof.

         E.      PRE-EMPTIVE RIGHTS.  No holder of any of the Shares shall have
                 any pre-emptive rights to subscribe for or to purchase any
                 shares of the Company of any class whether such shares or such
                 class be now or hereafter authorized, or to purchase or
                 subscribe for securities convertible into or exchangeable for
                 shares of any class or to which shall be attached or appertain
                 any warrants or rights entitling the holder thereof to
                 purchase or subscribe for shares of any class.

         F.      AMENDMENT TO ARTICLES.  The Company shall not, except upon the
                 affirmative vote of the holders of a majority of the Shares
                 outstanding at the time, amend these Articles of Incorporation
                 in any manner that would result in said Shares being
                 subordinate in terms of preference as to payments of dividends
                 or payments on liquidation to any other Preferred Stock of the
                 Company.





                                     - 8 -
<PAGE>   9
         G.      GOVERNING TERMS.  In the event that the expressed terms of
                 this amendment are inconsistent with other provisions of
                 Article Fourth with respect to the terms of the Shares, then
                 such terms as are expressed in this amendment shall prevail.


                                    SERIES E
                                    --------
                 2,725,000 Shares of the $10.50 Par, Nonvoting Cumulative
                 Preferred Stock shall be designated as Series E (hereinafter
                 referred to as "Share" or "Shares") and shall be issuable upon
                 the following terms and conditions.:

         A.      DIVIDEND.  Each of said Shares shall have an annual dividend
                 rate of $1 and no more.  Said annual dividend shall be payable
                 in equal semi-annual installments on the third day of June and
                 December in each year to holders of record as of the 15th day
                 of the preceding month, commencing June, 1976.  The holders of
                 said Shares shall be entitled to receive dividends out of any
                 funds of the Company which at the time are legally available
                 for dividends before any sum shall be set apart or applied to
                 (i) the redemption or purchase of or any dividends shall be
                 declared or paid upon or set apart for the Common Stock, or
                 (ii) the purchase of any Shares.

         B.      REDEMPTION.  None of said Shares shall be redeemed before
                 1986.  In each of the years 1986 to 1995, inclusive, the
                 Company shall be obligated to redeem on December 3, 10% of the
                 total number of said Shares originally issued at the par value
                 of $10.50 for each of said Shares so redeemed, plus any
                 accrued but unpaid dividends.  This obligation is subject to
                 credits at the Company's option for the number of said Shares
                 purchased or redeemed by the Company otherwise than pursuant
                 to this requirement, and not theretofore made the basis of any
                 reduction in the aforesaid obligation.  In addition to the
                 aforesaid obligation to redeem said Shares, the Company may,
                 at its option, redeem an additional 10% of said Shares
                 originally issued in each of the years 1986 to 1995,
                 inclusive, at the par value of $10.50 per share, plus any
                 accrued but unpaid dividends, such optional right of
                 redemption being cumulative.  Any Shares redeemed pursuant to
                 subparagraph B or which are made the basis for any reduction
                 in the obligation pursuant to subparagraph B shall promptly be
                 cancelled and shall not thereafter be reissued.  With respect
                 to the Shares to be redeemed in any year, the Company shall
                 select by lot those Shares which are to be redeemed.





                                     - 9 -
<PAGE>   10
         C.      LIQUIDATION.  Upon any dissolution, liquidation or winding up
                 of the Company, the holders of each of said shares shall be
                 entitled to receive, before any payment to holders of Common
                 Shares, all accrued but unpaid dividends, plus the par value
                 of $10.50 per share and no more.  The consolidation or merger
                 of the Company, at any time, with another corporation, or a
                 sale of substantially all of the assets of the Company, shall
                 not be construed as a dissolution, liquidation or winding up
                 of the Company within the meaning hereof.


         D.      VOTING.  Notwithstanding anything to the contrary contained in
                 this Article Fourth, holders of said Shares shall have no
                 voting rights except that if and whenever the Company shall be
                 in arrears on the declaration of payment of two or more semi-
                 annual dividends, or be in default of its obligation to redeem
                 said shares, as provided in subparagraph B above, the holders
                 of all of said Shares, voting separately as a class, shall be
                 entitled to elect two directors of the Company.

         E.      PRE-EMPTIVE RIGHTS.  No holder of any of the Shares shall have
                 any preemptive rights to subscribe for or to purchase any
                 shares of the Company of any class whether such shares or such
                 class be now or hereafter authorized or to purchase or
                 subscribe for securities convertible into or exchangeable for
                 shares of any class or to which shall be attached or appertain
                 any warrants or rights entitling the holder thereof to
                 purchase or subscribe for shares of any class.

         F.      AMENDMENT TO ARTICLES.  The Company shall not, except upon the
                 affirmative vote of the holders of a majority of the Shares
                 outstanding at the time, amend these Articles of Incorporation
                 in any manner that would result in said Shares being
                 subordinate in terms or preference as to payments of dividends
                 or payments on liquidation to any other Preferred Stock of the
                 Company.

         G.      GOVERNING TERMS.  In the event that the expressed terms of
                 this amendment are inconsistent with other provisions of
                 Article Fourth with respect to the terms of the Shares, then
                 such terms as are expressed in this amendment shall prevail.

                                    SERIES F
                                    --------
         8,000,000 shares of the $1 Par, Nonvoting Cumulative Preferred Stock
         shall be designated as Series F (hereinafter referred to as "Share" or
         "Shares") and shall be issuable upon the following terms and
         conditions:





                                     - 10 -
<PAGE>   11
         A.      DIVIDEND.  Each of said Shares shall have an annual dividend
                 rate of $1.80 and no more.  Said annual dividend shall be
                 payable in equal semi-annual installments on the 3rd day of
                 June and December in each year to holders of record as of the
                 15th day of the preceding month, commencing June 3, 1978.  The
                 holders of said Shares shall be entitled to receive dividends
                 out of any funds of the Company which at the time are legally
                 available for dividends before any sum shall be set apart or
                 applied to (i) the redemption or purchase of or any dividends
                 shall be declared or paid upon or set apart for the Common
                 Stock, or (ii) the purchase of any shares.

         B.      REDEMPTION.  None of said Shares shall be redeemed before
                 1987.  In each of the years 1987 to 1996, inclusive, the
                 Company may redeem on December 3, up to 10% of the total
                 number of said Shares originally issued at $20 for each of
                 said Shares so redeemed, plus any accrued but unpaid
                 dividends.  Any Shares redeemed pursuant to Subparagraph B
                 shall promptly be cancelled and shall not thereafter be
                 reissued as Series F Nonvoting Cumulative Preferred Stock, but
                 shall be restored to the status of authorized Nonvoting $1
                 Par, Cumulative Preferred Stock.  With respect to the Shares
                 to be redeemed in any year, the Company shall select by lot
                 those Shares which are to be redeemed.

         C.      LIQUIDATION.  Upon any dissolution, liquidation or winding up
                 of the Company, the holders of each of said Shares shall be
                 entitled to receive, before any payment to holders of Common
                 Shares, all accrued but unpaid dividends, plus a liquidation
                 value of $20 per share and no more.  The consolidation or
                 merger of the Company, at any time, with another corporation,
                 or a sale of substantially all of the assets of the Company,
                 shall not be construed as a dissolution, liquidation or
                 winding up of the Company within the meaning hereof.

         D.      AMENDMENT TO ARTICLES.  The Company shall not, except upon the
                 affirmative vote of the holders of a majority of the Shares
                 outstanding at the time, amend these Articles of Incorporation
                 in any manner that would result in said Shares being
                 subordinate in terms of preference as to payments of dividends
                 or payments on liquidation to any other Preferred Stock of the
                 Company.

         E.      PRE-EMPTIVE RIGHTS.  No holder of any of the Shares shall have
                 any pre-emptive rights to subscribe for or to purchase any
                 shares of the Company of any class whether such shares or such
                 class be now or hereafter authorized or to purchase or
                 subscribe for securities convertible into or exchangeable for
                 shares of any class or to which





                                     - 11 -
<PAGE>   12
                 shall be attached or appertain any warrants or rights
                 entitling the holder thereof to purchase or subscribe for
                 shares of any class.

         F.      GOVERNING TERMS.  In the event that the expressed terms of
                 this amendment are inconsistent with other provisions of
                 Article Fourth with respect to the terms of the Shares, then
                 such terms as are expressed in this amendment shall prevail.

                                    SERIES G
                                    --------
         2,000,000 shares of the $1 Par, Nonvoting Cumulative Preferred Stock
         shall be designated as Series G (hereinafter referred to as "Share" or
         "Shares"), and shall be issuable upon the following terms and
         conditions:

         A.      DIVIDEND.  Each of the Shares shall have an annual dividend
                 rate of $1.05 and no more.  Said annual dividend shall be
                 payable in equal semi-annual installments on the third day of
                 March and September in each year to holders of record as of
                 the 15th day of the preceding month, commencing March 3, 1980.
                 The holder of Shares shall be entitled to receive dividends
                 out of any funds of the Company, which at the time are legally
                 available for dividends before any sum shall be set apart or
                 applied to (i) the redemption or purchase of or any dividend
                 shall be declared or paid upon or set apart for the common
                 stock, or (ii) the purchase of any Shares.

         B.      REDEMPTION.  None of the Shares shall be redeemed before March
                 3, 1985.  At any time or from time to time after March 2,
                 1985, the Company may redeem all or any part of the Shares at
                 a redemption price of $10.50 per share plus any accrued or
                 declared but unpaid dividends.  Any shares redeemed pursuant
                 to this subparagraph B shall promptly be cancelled and shall
                 not be thereafter reissued as Series G Nonvoting Cumulative
                 Preferred Stock, but shall be restored to the status of
                 authorized $1 Par, Non-voting Cumulative Preferred Stock.
                 With respect to the Shares to be redeemed, the Company shall
                 select by lot those shares which are to be redeemed.

         C.      LIQUIDATION.  Upon any dissolution, liquidation or winding up
                 of the Company, the holders of the Shares shall be entitled to
                 receive, before any payment to holders of common shares, all
                 accrued or declared but unpaid dividends, plus a liquidation
                 price of $10.50 per Share and no more.  The consolidation or
                 merger of the Company, at any time, with another corporation,
                 or a sale of substantially all of these assets of the Company,
                 shall not be construed as a dissolution, liquidation or





                                     - 12 -
<PAGE>   13
                  winding up of the Company within the meaning hereof.

         D.      AMENDMENT TO ARTICLES.  The Company shall not, except upon the
                 affirmative vote of the holders of a majority of the Shares
                 outstanding, at the time, amend these Articles of
                 Incorporation in any manner that would result in the Shares
                 being subordinate in terms of preference as to payment of
                 dividends or payments on liquidation to any other preferred
                 stock of the Company.

         E.      PRE-EMPTIVE RIGHTS.  No holder of any of the Shares shall have
                 any pre-emptive rights to subscribe for or to purchase any
                 shares of the Company or any class whether such shares or such
                 class be now or hereafter authorized to purchase or subscribe
                 for securities convertible into or exercisable for shares of
                 any class or to which shall be attached or appertain any
                 warrants or rights entitled the holder thereof to purchase or
                 subscribe for any shares of any class.

         F.      GOVERNING TERMS.  In the event that the express terms of this
                 amendment are inconsistent with other provisions of Article
                 Fourth with respect to the terms of the Shares, then such
                 terms as are expressed in this amendment shall prevail.

                                    SERIES H
                                    --------
         All 7,700,000 Shares of the $1.50 par, Nonvoting Cumulative Preferred
         Stock shall be designated as Series H ("Series H Shares" or "Shares")
         and shall be issuable upon the following terms and conditions:

         A.      DIVIDEND.  Each Share shall have an annual dividend rate of
                 $3.95 and no more.  The annual dividend shall be cumulative
                 and shall be payable in equal semi-annual installments on the
                 31st day of January and July in each year to holders of record
                 as of the 15th day of that month, commencing with the July
                 31st or January 31st next following the original issuance of
                 Series H shares.  The holders of Series H Shares shall be
                 entitled to receive dividends out of any funds of the Company
                 which at the time are legally available for dividends before
                 any sum shall be set apart or applied to (i) the redemption or
                 purchase of or any dividends upon the Common Stock or (ii) the
                 purchase of any Series H Shares.

         B.      REDEMPTION.  None of the Series H Shares shall be redeemed
                 before 1987.  In each of the years 1987 to 1991, inclusive,
                 the Company shall redeem on July 31 20% of the total number of
                 Series H Shares originally issued, subject to credit for
                 purchases or retirements other than





                                     - 13 -
<PAGE>   14
                 pursuant to redemption provisions.  The redemption price shall
                 be $28 per Share plus any accumulated or declared but unpaid
                 dividends.  All Shares redeemed pursuant to this paragraph
                 shall promptly be cancelled and shall not be reissued.  Shares
                 to be redeemed in any give year shall be selected by the
                 Company by lot.

         C.      LIQUIDATION.  Upon dissolution, liquidation or winding up of
                 the Company, each holder of Series H shares shall be entitled
                 to receive, before any payment to holders of Common Shares,
                 all accumulated or declared but unpaid dividends, plus a
                 liquidation price of $28 per share and no more.  The
                 consolidation or merger of the Company at any time with
                 another corporation or a sale of substantially all of the
                 assets of the Company shall not be construed as a dissolution,
                 liquidation or winding up of the Company for purposes of this
                 paragraph.

         D.      VOTING.  Notwithstanding anything to the contrary in this
                 Article Fourth, holders of the Series H Shares shall have no
                 voting rights except as provided by law and except that if at
                 any time the Company fails to make four consecutive dividend
                 payments then the number of directors constituting its Board
                 of Directors will be increased by two and the holders of the
                 shares, voting as a class with each Share having one vote,
                 will be entitled to elect two directors to the Board as long
                 as any arrearages in dividend payments remain outstanding.
                 Upon payment by the Company of all such dividend arrearages,
                 the two directors selected pursuant to this provision will
                 cease to be directors and the holders of Shares will have no
                 further right to elect directors on account of such
                 arrearages.

         E.      PRE-EMPTIVE RIGHTS.  No holder of Series H Shares will have
                 any pre-emptive rights to subscribe for or to purchase any
                 shares of the Company of any class whether such shares or such
                 class is now or hereafter authorized or to purchase or
                 subscribe for securities convertible into or exchangeable for
                 shares of any class or to which shall be attached any warrants
                 or rights entitling the holder thereof to purchase or
                 subscribe for shares of any class.

         F.      AMENDMENTS TO ARTICLES.  The Company shall not, except upon
                 the affirmative vote of the holders of two-thirds of the
                 Series H Shares outstanding at the time, amend these Articles
                 of Incorporation in any manner that would result in the Series
                 H Shares being subordinate in terms or preference as to
                 payment of dividends or payments on liquidation to any other
                 Preferred Stock of the Company.





                                     - 14 -
<PAGE>   15

         G.      GOVERNING TERMS.  In the event that the expressed terms of
                 this Section IV are inconsistent with other provisions of
                 Article Fourth, then such terms as are expressed in this
                 Section IV shall prevail.

         H.      UNISSUED SHARES.  Any unissued Series H Shares shall revert to
                 the status of authorized but unissued shares of $1.50 par
                 Nonvoting Cumulative Preferred Stock and the Board of
                 Directors shall have the right to adopt amendments to the
                 Articles to fix or change:  the division of such shares into
                 series and designation and authorized number of shares of each
                 series; the dividend rate; the dates of payment of dividends;
                 the shares into series and the designation and authorized
                 number of shares of each series; the dividend rate; the dates
                 of payment of dividends; the dates from which they are
                 cumulative; liquidation price; redemption rights and price;
                 sinking fund requirements; conversion rights; and restrictions
                 on the issuance of shares of any class or series.

In Witness Whereof, Carl H. Lindner, President, and James E. Evans, Secretary,
of AMERICAN FINANCIAL CORPORATION, acting for and on behalf of said
Corporation, have hereunto subscribed their names, and caused the seal of said
Corporation to be hereunto affixed, this 28th day of October, 1981.

                                                 AMERICAN FINANCIAL CORPORATION


                                                 By: /s/ Carl H. Lindner        
                                                     --------------------------
                                                       Carl H. Lindner
                                                        President


                                                 By: /s/ James E. Evans         
                                                     -------------------------
                                                       James E. Evans
                                                        Secretary





                                     - 15 -
<PAGE>   16
                                AMENDMENT TO THE
                           ARTICLES OF INCORPORATION
                                 (MAY 29, 1985)


RESOLVED:  That Article Fourth, Section I.B. (2) of the Company's Consolidated
Articles of Incorporation as amended through October 28, 1981, be amended to
read hereafter as follows:

                 "$1 Par, Non-Voting Cumulative Preferred Stock--17 million
                 shares authorized, consisting of the following designated
                 series:

                                  Series F - 15,000,000
                                  Series G    2,000,000
                                             ----------
                                  TOTAL      17,000,000"; and
                                             ==========

FURTHER RESOLVED:  That Article Fourth, Section III, Series F be amended to
state that 15,000,000 shares of the $1 Par, Nonvoting Cumulative Preferred
Stock shall be designated as Series F.





                                     - 16 -
<PAGE>   17
                            CERTIFICATE OF AMENDMENT
                                       TO
                   THE CONSOLIDATED ARTICLES OF INCORPORATION
                                       OF
                         AMERICAN FINANCIAL CORPORATION


         AMERICAN FINANCIAL CORPORATION, a Corporation organized under the laws
of the State of Ohio (the "Company"), hereby certifies:

         1.      That in an Action in Writing signed by all the members of the
Board of Directors of the Company dated June 19, 1988, the Board of Directors
adopted the resolution attached hereto as Exhibit A proposing and declaring
advisable a certain amendment to the Consolidated Articles of Incorporation.

         2.      That such amendment was adopted in a writing signed by all of
                 the shareholders of the Company as of June 20, 1988.

         IN WITNESS WHEREOF, American Financial Corporation has caused this
Certificate of Amendment to be executed on behalf of the Company by its
Chairman of the Board and its Secretary as of this 30th day of June 1988.

                                               AMERICAN FINANCIAL CORPORATION


                                               By: /s/ Carl H. Lindner          
                                                  -----------------------------
                                                   Carl H. Lindner, Chairman of
                                                   the Board and Chief Executive
                                                   Officer



Attest:


/s/ James C. Kennedy          
- -----------------------------
James C. Kennedy, Secretary





                                     - 17 -
<PAGE>   18
                                                                       Exhibit A


RESOLVED THAT:  Section I.B. of Article Fourth of the Company's Consolidated
Articles of Incorporation as amended through october 28, 1981 and subsequently
amended on May 29, 1985, is hereby amended by adding at the end thereof the
following paragraph:

         (5) $.01 Par, Nonvoting cumulative Preferred Stock -- 20 million
         authorized, which, pursuant to a majority vote of all of its members,
         the Board of Directors shall have the right, with respect to any
         unissued or treasury shares of $.01 Par, Nonvoting Cumulative
         Preferred Stock and thereby to fix or change:

         (1)     the division of such shares into series and the designation
                 and authorized number of shares of each series and

         (2)     to provide for each such series:

                 (a)      the dividend rates, dates of payment of dividends,
                 the dates from which dividends are cumulative;

                 (b)      the amount payable in the event of involuntary or
                 voluntary liquidation;

                 (c)      redemption rights and terms and prices;

                 (d)      sinking fund provisions;

                 (e)      conversion terms and conditions for the conversion of
                 shares into the same or a different number of shares of any
                 other class or any series of the same or any other class;

                 (f)      voting rights in the event of dividend arrearages;

                 (g)       restrictions on the issuance of shares of any class 
                 or series; and

                 (h)      such other designations, preferences and relative
                 participating options or other special rights and
                 qualifications, powers, limitations or restrictions thereon as
                 may be determined by the Board of Directors; all of the
                 foregoing to the extent authorized from time to time by the
                 laws of Ohio concerning stock corporations;

All of the foregoing to the extent authorized from time to time by the laws of
Ohio concerning stock corporations.





                                     - 18 -
<PAGE>   19
                            CERTIFICATE OF AMENDMENT
                                       TO
                         AMERICAN FINANCIAL CORPORATION

                   CERTIFICATE OF DESIGNATION, PREFERENCE AND
                       RIGHTS OF SERIES I PREFERRED STOCK

         Certificate of Designation, Preferences and Rights of Preferred Stock
by Resolution of The Board of Directors Providing for an issue of 8,000,000
shares from a class of preferred stock, par value $.01 per share, such series
designated "Series I Preferred Stock", pursuant to Section 1701.70(B)(1) of the
Ohio Revised Code.

__________________________________________________________________

         We, Ronald F. Walker, President, and James C. Kennedy, Secretary of
American Financial Corporation (hereinafter referred to as the "Company"), a
corporation organized and existing under the Laws of the State of Ohio, in
accordance with the provisions of Section 1701.70(B)(1) thereof, do HEREBY
CERTIFY:

         That pursuant to authority conferred upon the Board of Directors by
the Articles of Incorporation of the Company, as amended, as in effect on the
date thereof, said Board of Directors in an action taken in writing dated June
21, 1988 adopted resolutions providing for the issuance of 700,000 shares from
a class of Preferred Stock to be designated "Series I Preferred Stock", which
resolutions are as follows:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Company by the Articles of Incorporation the Board of
Directors does hereby provide for the issue of a series of Preferred Stock of
the Company from the Company's class of 20,000,000 shares of $.01 par value
non-voting preferred shares, to be designated "Series I Preferred Stock"
("Series I Preferred Stock"), such issue to consist of 700,000 shares, which
number of shares may be increased or decreased (but not below the number of
shares thereof then outstanding) from time to time by the Board of Directors,
and to the extent that the voting rights, designations, powers, preferences and
relative participating, optional or other special rights and the
qualifications, limitations or restrictions of the Series I Preferred Stock are
not stated and expressed in the Articles of Incorporation, does hereby fix and
herein state and express the voting rights, designations, powers, preferences
and relative participating, optional or other special rights and the
qualifications, limitations or restrictions thereof, as follows (all terms used
herein which are defined in the Articles of Incorporation shall be deemed to
have the meanings provided therein):

         1.      DIVIDENDS.  The holders of the Series I Preferred Stock





                                     - 19 -
<PAGE>   20
shall be entitled to receive, when, as, and if declared by the Board of
Directors and out of the assets of the Company which are by law available for
the payment of dividends, cumulative preferential dividends in the manner and
at the rates set forth below.  For the initial dividend payment to be made on
December 3, 1988, dividends shall accrue and be cumulative from the date of
original issue of the then outstanding shares, and for all subsequent dividend
payments, dividends shall accrue from the next preceding date on which
dividends have been paid.  Dividends shall be payable semi-annually on June 3,
and December 3 of each year to holders of record as of the preceding May 15 and
November 15.

<TABLE>
<CAPTION>
                          Semi-Annual              Date                      Semi-Annual
Date Dividend Paid        Rate Per Share           Dividend Paid             Rate Per Share
- ------------------        --------------           -------------             --------------
<S>                           <C>                  <C>                               <C>
December 3, 1988                                   June 3, 1996                      $1.68
thru and including                                 December 3, 1996                  $1.82
June 3, 1993                  $1.26                June 3, 1997                      $1.86
December 3, 1993              $1.40                December 3, 1997                  $1.96
                                                    and thereafter
June 3, 1994                  $1.40
December 3, 1994              $1.54
June 3, 1995                  $1.54
December 3, 1995              $1.68
</TABLE>

         Dividends on shares of Series I Preferred Stock shall be paid in cash.

         No dividend or other distribution whatsoever shall be declared or paid
upon or set apart for any class of stock or series thereof ranking junior to
the Series I Preferred Stock in the payment of dividends, nor shall any shares
of any class of stock or series thereof ranking junior to the Series I
Preferred Stock in payment of dividends be redeemed or purchased by the Company
or any subsidiary thereof, nor shall any moneys be paid to or made available
for a sinking fund for the redemption or purchase of any shares of any class of
stock or series thereof ranking junior to the Series I Preferred Stock in
payment of dividends, unless in each instance, full dividends on all
outstanding shares of Series I Preferred Stock for all past dividend periods
shall have been paid at the rate fixed therefor and all payments theretofore.

         Cash dividends upon shares of the Series I Preferred Stock shall be
payable by check to the registered holders of Series I Preferred Stock at the
address set forth in the books and records of the Company or any transfer agent
and/or registrar appointed for the Series I Preferred Stock and shall commence
to accrue and be cumulative from their respective dates of issuance.

         2.      PREFERENCE ON LIQUIDATION.  The amount of which the holders of
the Series I Preferred Stock shall be entitled to receive in the event of any
voluntary and involuntary liquidation





                                     - 20 -
<PAGE>   21
or dissolution of the Company shall be $28 per share, plus accrued but unpaid
dividends thereon to the date fixed for payment of Series I Preferred Stock.
Such amount shall be paid to the holders of the Series I Preferred Stock prior
to any distribution or payment to the holders of any class of stock or series
thereof ranking junior to the Series I Preferred Stock in the payment of
dividends or distributions of assets on liquidation.

         3.      REDEMPTION.

                 A.       OPTIONAL REDEMPTION.  The Company shall not have the
right to redeem any shares of Series I Preferred Stock until December 3, 1993.
Thereafter, the Company shall have the right, at its option and by resolution
of its Board of Directors, to redeem the Series I Preferred Stock out of funds
legally available therefor, as a whole or in part, at any time or from time to
time, upon payment in cash of $28 per share, plus all dividends accrued thereon
in and unpaid to the date fixed for redemption, against receipt of certificates
evidencing the shares redeemed.

                 B.       NOTICE OF REDEMPTION.  Notice of any redemption
specifying the date fixed for said redemption shall be mailed, postage prepaid,
at least 30 days but not more than 60 days prior to said redemption date to the
holders of record of the Series I Preferred Stock to be redeemed at their
respective addresses as the same shall appear on the books and records of the
Company or any transfer agent and/or registrar for the Series I Preferred
Stock.  If such notice of redemption shall have been so mailed, and if on or
before the redemption date specified in such notice all funds necessary for
such redemption shall have been set aside by the Company separate and apart
from its other funds, in trust for the account of the holders of the shares so
to be redeemed, so as to be and continue to be available therefor, then, on and
after said redemption date, notwithstanding that any certificate for shares of
the Series I Preferred Stock so called for redemption shall not have been
surrendered for cancellation, the shares represented thereby so called for
redemption shall be deemed to be no longer outstanding, the right to receive
dividends thereon shall cease to accrue, and all rights with respect to such
shares of the Series I Preferred Stock so called for redemption shall forthwith
cease and terminate, except only the right of the holders thereof to receive
out of the funds so set aside in trust the amount payable upon redemption
thereof, but without interest.

         4.      VOTING RIGHTS.  The only voting rights of the holders of
Series I Preferred Stock shall be as set forth below:

         A.      If at any time an amount equal to the full accrued dividends
for any four or more consecutive semi-annul dividends payable on the Series I
Preferred Stock pursuant to paragraph 1 hereof shall not be paid when payable,
then the number of directors constituting the Board of Directors of the Company
shall be





                                     - 21 -
<PAGE>   22
increased  by three and the holders of the Series I Preferred Stock shall have
the right, voting as one class, to elect the directors to fill such newly
created directorships.  This right shall remain vested until all dividends in
arrears on any Series I Preferred Stock have been paid, or declared and set
apart for payment, at which time (i) the right to so elect directors shall
terminate (subject to revesting in the case of any subsequent default of the
kind described above); (ii) the term of the directors then in office elected by
such holders shall terminate; and (iii) the number of directors constituting
the Board of Directors of the Company shall be reduced by the number of
directors by which it was increased pursuant to this subparagraph.

                 Whenever such right shall vest, it may be exercised initially
either at a special meeting of holders of such class of preferred stock or at
any annual stockholders' meeting, but thereafter it may be exercised at
stockholders' meetings called for the purpose of electing directors.  A special
meeting for the exercise of such right shall be called by the Secretary of the
Company as promptly as possible, and in any event within 10 days after receipt
of a written request signed by the holders of record of at least 25% of the
outstanding shares of holders of such class of preferred stock.
Notwithstanding the provisions of this subparagraph 4A, no such special meeting
shall be held during the 90-day period preceding the date regularly fixed for
the annual meeting of stockholders.

                 Any director who shall have been elected by the holders of
such class of preferred stock shall hold office for a term expiring (subject to
the earlier termination of the arrearage in dividends) at the next annual
meeting of stockholders, and during such term may be removed at any time,
without cause, by, and only by, the affirmative votes of the holders of record
of a majority of the outstanding shares of preferred stock given at a special
meeting of such stockholders called for the purpose, except as otherwise
provided by Ohio law with respect to cumulative voting rights, and any vacancy
created by such removal may also be filled at such meeting.  A meeting for the
removal of a director elected by the holders of Series I Preferred Stock and
the filling of the vacancy created thereby shall be called by the Secretary of
the Company within 10 days after receipt of a written request signed by the
holders of record of at least 25% of the outstanding shares of such class of
preferred stock.

                 Any vacancy caused by the death or resignation of a director
who shall have been elected by the holders of such class of preferred stock may
be filled only by the holders of such class at a meeting called for such
purpose.  Such meeting shall be called by the Secretary of the Company at the
earliest practicable date after any such death or resignation and in any event
within 10 days after receipt of a written request signed by the holders of
record of at least 25% of the outstanding shares of the documents of





                                     - 22 -
<PAGE>   23
preferred stock.

                 At such meeting, the presence in person or by proxy of the
holders of a majority of the outstanding shares of such class of preferred
stock, as the case may be, shall be required to constitute a quorum; in the
absence of a quorum, a majority of the holders present in person or by proxy
shall have the power to adjourn the meeting from time to time without notice,
other than announcement at the meeting, until a quorum shall be present.

         B.      So long as any shares of Series I Preferred Stock are
outstanding, the Company shall not, without the written consent or the
affirmative vote at a meeting called for that purpose of holders of a majority
of the shares of Series I Preferred Stock then outstanding, voting separately
as a class, in any manner, whether by amendment to the Certificate of
Incorporation or By-Laws of the Company, by resolution, by merger (whether or
not the Company is a surviving corporation in such merger), by consolidation,
or otherwise:

                 (1)      modify or adversely affect the relative rights,
preferences or limitations of the Series I Preferred Stock;

                 (2)      authorize or issue, or increase the authorized or
outstanding amount of any class or series of stock ranking prior to the Series
I Preferred Stock in the payment of dividends or the preferential distribution
of assets.

                 Signed this 24th day of June, 1988.



                                               /s/ Ronald F. Walker             
                                             ---------------------------------
                                               Ronald F. Walker, President



                                               /s/ James E. Kennedy             
                                              --------------------------------
                                               James E. Kennedy, Secretary





                                     - 23 -
<PAGE>   24
                         AMERICAN FINANCIAL CORPORATION

                            CERTIFICATE OF AMENDMENT
                          TO ARTICLES OF INCORPORATION


         James E. Evans, Vice President, and James C. Kennedy, Secretary of
American Financial Corporation, an Ohio corporation (the "Corporation") do
hereby certify that a meeting of the shareholders was duly called and held on
the 8th day of December, 1994, at which meeting a quorum of the shareholders
was present in person or by proxy, and by the affirmative vote of the holders
of shares entitling them to exercise 100% of the voting power of the
Corporation, the following resolution was adopted to amend the Corporation's
Articles of Incorporation:

         RESOLVED, that the Corporation's Articles of Incorporation be amended
         to eliminate cumulative voting, specifically, to add a new Section
         II.D to Article Fourth to read in its entirety as follows:

                 D.       CUMULATIVE RIGHTS.  No holder of any shares of the
                          Corporation, whether now in existence or hereafter
                          created, whether Common or Cumulative Preferred,
                          shall have any right to vote cumulatively in the
                          election of directors.

         IN WITNESS WHEREOF, the above named officers, acting for and on behalf
of the Corporation, have hereunto subscribed their names this 23rd day of
January, 1995.



                                            /s/ James E. Evans                  
                                           ----------------------------------- 
                                            James E. Evans
                                            Vice President


                                            /s/ James C. Kennedy                
                                            ---------------------------------
                                            James C. Kennedy
                                            Secretary





                                     - 24 -
<PAGE>   25
                          CERTIFICATE OF AMENDMENT TO
                           ARTICLES OF INCORPORATION
                       OF AMERICAN FINANCIAL CORPORATION

         James E. Evans, Vice President, and James C. Kennedy, Secretary of
AMERICAN FINANCIAL CORPORATION, an Ohio corporation (the "Company"), do hereby
certify that, by unanimous written consent of the shareholders of the Company
effective as of March 22, 1995, the shareholders of the Company adopted the
following resolutions:

         RESOLVED, that Article Fourth of the Articles of Incorporation of the
         Company be amended and restated in its entirety as follows:

                                     FOURTH
                                     ------
         I.      AUTHORIZED CAPITAL.  The Company is authorized to issue shares
                 of Capital Stock designated, described and limited as follows:

                 A.       COMMON STOCK WITHOUT PAR VALUE - 53.5 MILLION SHARES
                          AUTHORIZED

                 B.       PREFERRED STOCK

                          1.      $1 Par, Nonvoting Cumulative Preferred Stock
                                  -- 17 Million Shares Authorized, Consisting
                                  of The Following Designated Series:

                                  SERIES F                  - 15,000,000
                                  SERIES G                  -  2,000,000
                                                               ---------
                                  TOTAL                       17,000,000
                                                              ==========

                          2.      $10.50 Par, Nonvoting Cumulative Preferred
                                  Stock -- 11.1 Million Shares Authorized,
                                  Consisting of the Following Designated
                                  Series:

                                  Not Serially Designated   -  8,375,000
                                  SERIES E                  -  2,725,000
                                                               ---------
                                  TOTAL                       11,100,000
                                                              ==========

                          3.      $.01 Par, Nonvoting cumulative Preferred
                                  Stock -- 10 million authorized, which,
                                  pursuant to a majority vote of all of its
                                  members, the Board of Directors shall have
                                  the right, with respect to any unissued or
                                  treasury shares of $.01 Par, Nonvoting
                                  Cumulative Preferred Stock and thereby to fix
                                  or change:





                                     - 25 -
<PAGE>   26
                                  a.       the division of such shares into
                                           series and the designation and
                                           authorized number of shares of each
                                           series, and

                                  b.       to provide for each such series:

                                           (1)    the dividend rates, dates of
                                                  payment of dividends, the
                                                  dates from which dividends
                                                  are cumulative;

                                           (2)    the amount payable in the 
                                                  event of involuntary or 
                                                  voluntary liquidation;

                                           (3)    redemption rights and terms 
                                                  and prices;

                                           (4)    sinking fund provisions;

                                           (5)    conversion terms and 
                                                  conditions for the 
                                                  conversion of shares into 
                                                  the same or a different
                                                  number of shares of any other
                                                  class or any series of the
                                                  same or any other class;

                                           (6)    voting rights in the event 
                                                  of dividend arrearages;

                                           (7)    restrictions on the issuance
                                                  of shares of any class or 
                                                  series; and

                                           (8)    such other designations,
                                                  preferences and relative
                                                  participating options or
                                                  other special rights and
                                                  qualifications, powers,
                                                  limitations or restrictions
                                                  thereon as may be determined
                                                  by the Board of Directors;
                                                  all of the foregoing to the
                                                  extent authorized from time
                                                  to time by the laws of Ohio
                                                  concerning stock
                                                  corporations;

         All of the foregoing to the extent authorized from time to time by the
         laws of Ohio concerning stock corporations.

         II.     General Provisions.
                 ------------------
                 A.       PRE-EMPTIVE RIGHTS.  No holder of any shares of the
                          Company, whether Common or Cumulative Preferred,
                          shall have any pre-emptive rights to subscribe for or
                          to purchase any shares of the Company of any class
                          whether such shares or such class be now or





                                     - 26 -
<PAGE>   27
                          hereafter authorized or to purchase or subscribe for
                          securities convertible into or exchangeable for
                          shares of any class or to which shall be attached or
                          appertain any warrants or rights entitling the holder
                          thereof to purchase or subscribe for shares of any
                          class.

                 B.       DIVIDEND RIGHTS.  The holders of the Cumulative
                          Preferred Stock shall be entitled to receive
                          dividends out of any funds of the Company at the time
                          legally available for dividends when and as declared
                          by the Board of Directors at such rate per share per
                          annum as shall be fixed by the Board of Directors for
                          such series as hereinafter provided before any sum
                          shall be set apart or applied to the redemption or
                          purchase of or any dividends shall be declared or
                          paid upon or set apart for the Common Stock.  In the
                          event of any liquidation, dissolution or winding up
                          of the Company, the holders of Cumulative Preferred
                          Stock shall be entitled to receive out of the assets
                          of the Company payment of an amount per share as
                          determined by the Board of Directors as a liquidation
                          price as hereinafter provided (including accrued
                          dividends, if any) before any distribution of assets
                          shall be made to the holders of the Common Stock.

                 C.       VOTING RIGHTS.  The voting power of the Company shall
                          reside in the Common Stock except as set forth
                          hereafter with respect to the Cumulative Preferred
                          Stock.

                          Each share of Voting Cumulative Preferred Stock shall
                          have the same voting rights as each share of Common
                          Stock of the Company.

                          The following provisions apply to the accrual and
                          termination of voting rights with respect to
                          Nonvoting Cumulative Preferred Stock.

                          1.      Holders of $1 PAR NONVOTING CUMULATIVE
                                  PREFERRED STOCK shall have no voting rights
                                  except that if and whenever the Company shall
                                  be in arrears on the declaration of payment
                                  of dividends on the outstanding $1 Par
                                  Nonvoting Cumulative Preferred Stock in an
                                  amount equivalent to Six (6) full quarterly
                                  dividends thereon, the holders of the $1 Par
                                  Nonvoting cumulative Preferred Stock, voting
                                  separately as a class, shall be entitled to
                                  elect two Directors out of the then number of
                                  Directors





                                     - 27 -
<PAGE>   28
                                  of the Company, such rights shall continue
                                  until full cumulative dividends for all past
                                  dividend periods and the dividend for the
                                  current dividend period on the $1 Par
                                  Nonvoting Cumulative Preferred Stock shall
                                  have been declared and paid or provided for.

                          2.      Holders of the $10.50 PAR NONVOTING
                                  CUMULATIVE PREFERRED STOCK shall have no
                                  voting rights except that if and whenever the
                                  Company shall be in arrears on the
                                  declaration of payment of dividends on said
                                  Stock as hereinafter provided, or be in
                                  default of its obligation to redeem said
                                  Stock in holders of all of the $10.50 Par
                                  Shares, voting separately as a class, shall
                                  be entitled to elect, at any one time, the
                                  highest number of Directors of the Company
                                  that results from applying the two following
                                  formulae:

                                  During any time in which the following number
                                  of semi-annual installments of dividends
                                  whether or not consecutive have not been paid
                                  in whole or in part when due, and as long as
                                  the same remain unpaid in whole or in part,
                                  or in which the following number of
                                  redemption payments, whether or not
                                  consecutive, have not been made when due, and
                                  as long as they are not made in whole or in
                                  part:

<TABLE>
<CAPTION>
                                  Number of        Number of        Authorized
                                  Semi-Annual      Annual           Number of
                                  Dividend         Redemption       AFC
                                  Installments     Payments         Directors  
                                  ------------     ----------       -----------
                                       <S>             <C>          <C>
                                       2               1            Smallest number
                                                                    constituting at
                                                                    least 25%

                                       4               2            Smallest number
                                                                    constituting at
                                                                    least 40%

                                       6               3            Smallest Number
                                                                    constituting a
                                                                    majority
</TABLE>


                          3.      In the event voting rights accrue to the
                                  holders of Nonvoting cumulative Preferred
                                  Stock as described in (1) and/or (2) above,
                                  then holders of the Voting Stock of the
                                  Company, voting separately as a class, shall





                                     - 28 -
<PAGE>   29
                               be entitled to elect the remainder of the Board 
                               of Directors.

                 D.       CUMULATIVE RIGHTS.  No holder of any shares of the
                          Corporation, whether now in existence or hereafter
                          created, whether Common or Cumulative Preferred,
                          shall have any right to vote cumulatively in the
                          election of directors.The voting power of the Company
                          shall reside in the Common Stock except as set forth
                          hereafter with respect to the Cumulative Preferred
                          Stock.

         III.    Preferred Stock Series Designations.
                 -----------------------------------
                 The Board of Directors shall have the right to adopt
                 amendments to the Articles with respect to any unissued or
                 treasury shares of Cumulative Preferred Stock and thereby to
                 fix or change:  the division of such shares into series and
                 the designation and authorized number of shares of each
                 series; the dividend rate; the dates of payment of dividends;
                 the dates from which dividends are cumulative; liquidation
                 price; redemption rights and price; sinking fund requirement;
                 conversion rights; and restrictions on the issuance of shares
                 of any class or series.

                 The specific series of Cumulative Preferred Stock designated
                 are as follows:

                                    SERIES E
                                    --------
                 2,725,000 Shares of the $10.50 Par, Nonvoting Cumulative
                 Preferred Stock shall be designated as Series E (hereinafter
                 referred to as "Share" or "Shares") and shall be issuable upon
                 the following terms and conditions.:

                 A.       DIVIDEND.  Each of said Shares shall have an annual
                          dividend rate of $1 and no more.  Said annual
                          dividend shall be payable in equal semi-annual
                          installments on the third day of June and December in
                          each year to holders of record as of the 15th day of
                          the preceding month, commencing June, 1976.  The
                          holders of said Shares shall be entitled to receive
                          dividends out of any funds of the Company which at
                          the time are legally available for dividends before
                          any sum shall be set apart or applied to (i) the
                          redemption or purchase of or any dividends shall be
                          declared or paid upon or set apart for the Common
                          Stock, or (ii) the purchase of any Shares.





                                     - 29 -
<PAGE>   30

                 B.       REDEMPTION.  None of said Shares shall be redeemed
                          before 1986.  In each of the years 1986 to 1995,
                          inclusive, the Company shall be obligated to redeem
                          on December 3, 10% of the total number of said Shares
                          originally issued at the par value of $10.50 for each
                          of said Shares so redeemed, plus any accrued but
                          unpaid dividends.  This obligation is subject to
                          credits at the Company's option for the number of
                          said Shares purchased or redeemed by the Company
                          otherwise than pursuant to this requirement, and not
                          theretofore made the basis of any reduction in the
                          aforesaid obligation.  In addition to the aforesaid
                          obligation to redeem said Shares, the Company may, at
                          its option, redeem an additional 10% of said Shares
                          originally issued in each of the years 1986 to 1995,
                          inclusive, at the par value of $10.50 per share, plus
                          any accrued but unpaid dividends, such optional right
                          of redemption being cumulative.  Any Shares redeemed
                          pursuant to subparagraph B or which are made the
                          basis for any reduction in the obligation pursuant to
                          subparagraph B shall promptly be cancelled and shall
                          not thereafter be reissued.  With respect to the
                          Shares to be redeemed in any year, the Company shall
                          select by lot those Shares which are to be redeemed.

                 C.       LIQUIDATION.  Upon any dissolution, liquidation or
                          winding up of the Company, the holders of each of
                          said shares shall be entitled to receive, before any
                          payment to holders of Common Shares, all accrued but
                          unpaid dividends, plus the par value of $10.50 per
                          share and no more.  The consolidation or merger of
                          the Company, at any time, with another corporation,
                          or a sale of substantially all of the assets of the
                          Company, shall not be construed as a dissolution,
                          liquidation or winding up of the Company within the
                          meaning hereof.

                 D.       VOTING.  Notwithstanding anything to the contrary
                          contained in this Article Fourth, holders of said
                          Shares shall have no voting rights except that if and
                          whenever the Company shall be in arrears on the
                          declaration of payment of two or more semi-annual
                          dividends, or be in default of its obligation to
                          redeem said shares, as provided in subparagraph B
                          above, the holders of all of said Shares, voting
                          separately as a class, shall be entitled to elect two
                          directors of the Company.

                 E.       PRE-EMPTIVE RIGHTS.  No holder of any of the Shares
                          shall have any preemptive rights to subscribe for





                                     - 30 -
<PAGE>   31
                          or to purchase any shares of the Company of any class
                          whether such shares or such class be now or hereafter
                          authorized or to purchase or subscribe for securities
                          convertible into or exchangeable for shares of any
                          class or to which shall be attached or appertain any
                          warrants or rights entitling the holder thereof to
                          purchase or subscribe for shares of any class.

                 F.       AMENDMENT TO ARTICLES.  The Company shall not, except
                          upon the affirmative vote of the holders of a
                          majority of the Shares outstanding at the time, amend
                          these Articles of Incorporation in any manner that
                          would result in said Shares being subordinate in
                          terms or preference as to payments of dividends or
                          payments on liquidation to any other Preferred Stock
                          of the Company.

                 G.       GOVERNING TERMS.  In the event that the expressed
                          terms of this amendment are inconsistent with other
                          provisions of Article Fourth with respect to the
                          terms of the Shares, then such terms as are expressed
                          in this amendment shall prevail.

                                    SERIES F
                                    --------
                 15,000,000 shares of the $1 Par, Nonvoting Cumulative
                 Preferred Stock shall be designated as Series F (hereinafter
                 referred to as "Share" or "Shares") and shall be issuable upon
                 the following terms and conditions:

                 A.       DIVIDEND.  Each of said Shares shall have an annual
                          dividend rate of $1.80 and no more.  Said annual
                          dividend shall be payable in equal semi-annual
                          installments on the 3rd day of June and December in
                          each year to holders of record as of the 15th day of
                          the preceding month, commencing June 3, 1978.  The
                          holders of said Shares shall be entitled to receive
                          dividends out of any funds of the Company which at
                          the time are legally available for dividends before
                          any sum shall be set apart or applied to (i) the
                          redemption or purchase of or any dividends shall be
                          declared or paid upon or set apart for the Common
                          Stock, or (ii) the purchase of any shares.

                 B.       REDEMPTION.  None of said Shares shall be redeemed
                          before 1987.  In each of the years 1987 to 1996,
                          inclusive, the Company may redeem on December 3, up
                          to 10% of the total number of said Shares originally
                          issued at $20 for each of said Shares so





                                     - 31 -
<PAGE>   32
                          redeemed, plus any accrued but unpaid dividends.  Any
                          Shares redeemed pursuant to Subparagraph B shall
                          promptly be cancelled and shall not thereafter be
                          reissued as Series F Nonvoting Cumulative Preferred
                          Stock, but shall be restored to the status of
                          authorized Nonvoting $1 Par, Cumulative Preferred
                          Stock.  With respect to the Shares to be redeemed in
                          any year, the Company shall select by lot those
                          Shares which are to be redeemed.

                 C.       LIQUIDATION.  Upon any dissolution, liquidation or
                          winding up of the Company, the holders of each of
                          said Shares shall be entitled to receive, before any
                          payment to holders of Common Shares, all accrued but
                          unpaid dividends, plus a liquidation value of $20 per
                          share and no more.  The consolidation or merger of
                          the Company, at any time, with another corporation,
                          or a sale of substantially all of the assets of the
                          Company, shall not be construed as a dissolution,
                          liquidation or winding up of the Company within the
                          meaning hereof.

                 D.       AMENDMENT TO ARTICLES.  The Company shall not, except
                          upon the affirmative vote of the holders of a
                          majority of the Shares outstanding at the time, amend
                          these Articles of Incorporation in any manner that
                          would result in said Shares being subordinate in
                          terms of preference as to payments of dividends or
                          payments on liquidation to any other Preferred Stock
                          of the Company.

                 E.       PRE-EMPTIVE RIGHTS.  No holder of any of the Shares
                          shall have any pre-emptive rights to subscribe for or
                          to purchase any shares of the Company of any class
                          whether such shares or such class be now or hereafter
                          authorized or to purchase or subscribe for securities
                          convertible into or exchangeable for shares of any
                          class or to which shall be attached or appertain any
                          warrants or rights entitling the holder thereof to
                          purchase or subscribe for shares of any class.

                 F.       GOVERNING TERMS.  In the event that the expressed
                          terms of this amendment are inconsistent with other
                          provisions of Article Fourth with respect to the
                          terms of the Shares, then such terms as are expressed
                          in this amendment shall prevail.





                                     - 32 -
<PAGE>   33

                                    SERIES G
                                    --------
                 2,000,000 shares of the $1 Par, Nonvoting Cumulative Preferred
                 Stock shall be designated as Series G (hereinafter referred to
                 as "Share" or "Shares"), and shall be issuable upon the
                 following terms and conditions:

                 A.       DIVIDEND.  Each of the Shares shall have an annual
                          dividend rate of $1.05 and no more.  Said annual
                          dividend shall be payable in equal semi-annual
                          installments on the third day of March and September
                          in each year to holders of record as of the 15th day
                          of the preceding month, commencing March 3, 1980.
                          The holder of Shares shall be entitled to receive
                          dividends out of any funds of the Company, which at
                          the time are legally available for dividends before
                          any sum shall be set apart or applied to (i) the
                          redemption or purchase of or any dividend shall be
                          declared or paid upon or set apart for the common
                          stock, or (ii) the purchase of any Shares.

                 B.       REDEMPTION.  None of the Shares shall be redeemed
                          before March 3, 1985.  At any time or from time to
                          time after March 2, 1985, the Company may redeem all
                          or any part of the Shares at a redemption price of
                          $10.50 per share plus any accrued or declared but
                          unpaid dividends.  Any shares redeemed pursuant to
                          this subparagraph B shall promptly be cancelled and
                          shall not be thereafter reissued as Series G
                          Nonvoting Cumulative Preferred Stock, but shall be
                          restored to the status of authorized $1 Par,
                          Non-voting Cumulative Preferred Stock.  With respect
                          to the Shares to be redeemed, the Company shall
                          select by lot those shares which are to be redeemed.

                 C.       LIQUIDATION.  Upon any dissolution, liquidation or
                          winding up of the Company, the holders of the Shares
                          shall be entitled to receive, before any payment to
                          holders of common shares, all accrued or declared but
                          unpaid dividends, plus a liquidation price of $10.50
                          per Share and no more.  The consolidation or merger
                          of the Company, at any time, with another
                          corporation, or a sale of substantially all of these
                          assets of the Company, shall not be construed as a
                          dissolution, liquidation or winding up of the Company
                          within the meaning hereof.

                 D.       AMENDMENT TO ARTICLES.  The Company shall not, except
                          upon the affirmative vote of the holders of





                                     - 33 -
<PAGE>   34
                          a majority of the Shares outstanding, at the time,
                          amend these Articles of Incorporation in any manner
                          that would result in the Shares being subordinate in
                          terms of preference as to payment of dividends or
                          payments on liquidation to any other preferred stock
                          of the Company.

                 E.       PRE-EMPTIVE RIGHTS.  No holder of any of the Shares
                          shall have any pre-emptive rights to subscribe for or
                          to purchase any shares of the Company or any class
                          whether such shares or such class be now or hereafter
                          authorized to purchase or subscribe for securities
                          convertible into or exercisable for shares of any
                          class or to which shall be attached or appertain any
                          warrants or rights entitled the holder thereof to
                          purchase or subscribe for any shares of any class.

                 F.       GOVERNING TERMS.  In the event that the express terms
                          of this amendment are inconsistent with other
                          provisions of Article Fourth with respect to the
                          terms of the Shares, then such terms as are expressed
                          in this amendment shall prevail.

         RESOLVED, that a new Article Sixth be added to the Articles of
         Incorporation to read as follows:

                                     SIXTH
                                     -----
                 The provisions of Ohio Revised Code Section 1701.831 or any
                 successor provisions relating to control share acquisitions
                 shall not be applicable to this Corporation.





                                     - 34 -
<PAGE>   35

         IN WITNESS WHEREOF, the undersigned have hereunto set their respective
hands on behalf of the Company this 31st day of March, 1995.

                                            AMERICAN FINANCIAL CORPORATION



                                            By:/s/ James E. Evans               
                                               ------------------------------- 
                                               James E. Evans, Vice President



                                             By:/s/ James C. Kennedy            
                                               --------------------------------
                                               James C. Kennedy, Secretary





                                     - 35 -
<PAGE>   36


                              CODE OF REGULATIONS

                                       OF

                         AMERICAN FINANCIAL CORPORATION
                             (An Ohio Corporation)


                          As amended to April 20, 1988
                              CODE OF REGULATIONS

                                       OF

                         AMERICAN FINANCIAL CORPORATION


                                   ARTICLE I

                            MEETING OF SHAREHOLDERS

       SECTION 1.            PLACE OF MEETINGS.  All meetings of the
shareholders of AMERICAN FINANCIAL CORPORATION (hereinafter called the Company)
shall be held at the office of the Company in the City of Cincinnati, in the
State of Ohio, or at such other places, either within or without the State of
Ohio, as may from time to time be fixed by the Board of Directors of the
Company (hereinafter called the Board) or as specified in the notice calling
any such meeting.

       SECTION 2.            ANNUAL MEETING.  The regular Annual Meeting of the
Shareholders having voting power shall be held at the hour of 2:00 p.m. on the
fourth Tuesday in May of each year, or such other day or time in May as fixed
by the Board of Directors.  At such Meeting the Shareholders shall elect
Directors and transact such other business as may properly be brought before
the Meeting.  If the election of Directors shall not be held on the date
designated herein for the Annual Meeting, the Board shall cause the elections
to be held as soon as practicable thereafter.  At any such Meeting the
Shareholders may elect Directors in the manner hereinafter provided and
transact other business with the same force and effect as if at any Annual
Meeting duly called and held.

       SECTION 3.            SPECIAL MEETINGS.  Special meetings of the
shareholders for any purpose or purposes may be called by the President, any
Vice President, the Board of Directors, or at the request of the holders of not
less than one-tenth (1/10) of all of the shares entitled to vote at the
meeting.  Such request shall state the purpose or purposes of the proposed
meeting.

       SECTION 4.            NOTICE OF MEETING.  Notices of meetings of
shareholders shall be given as required by the statutes of the State of Ohio.
Notice need not be given to any shareholder who shall in writing waive notice
of any meeting, whether before, at or after the meeting.  Notice of any
adjourned meeting need not be given, except where expressly required by law.

       SECTION 5.            QUORUM AND ADJOURNMENT.  At any meeting of
shareholders, the holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum for the transaction of any business, except as otherwise
provided by law 

<PAGE>   37
or by the Articles of Incorporation.  In the absence of a
quorum at any such meeting or any adjournment thereof, a majority in interest
of those shareholders present in person or represented by proxy and entitled to
vote thereat, or, in the absence therefrom of all the shareholders, any officer
entitled to preside at, or to act as secretary of, such meeting, may adjourn
such meeting from time to time until a quorum shall be present, provided that
no one adjournment shall be for a period in excess of 60 days.  At any such
adjourned meeting in which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
called.

       SECTION 6.            VOTING.  At each meeting of shareholders, each
shareholder of the Company shall be entitled to one vote in person or by proxy
appointed by an instrument in writing subscribed by such shareholder or by his
duly authorized attorney-in-fact and bearing a date not more than eleven months
prior to such meeting, unless said instrument expressly provides for a longer
period, for each share of the capital stock of the Company held by him and
registered in his name on the books of the Company at the date fixed as the
record date for the determination of shareholders entitled to notice of and to
vote at such meeting, or as the date for closing the stock transfer books of
the Company, or if no such dates shall have been so fixed, at such other record
date as may be prescribed by law.  At all meetings of shareholders at which a
quorum is present all matters shall be decided by a vote of the majority in
interest of the shares of stock present in person or represented by proxy and
entitled to vote thereat, except as otherwise provided by law, the Articles of
Incorporation or this Code of Regulations.  Unless required by law, or unless
demanded by a shareholder present in person or represented by proxy and
entitled to vote at any meeting of shareholder, or unless directed by the
chairman of the meeting, the vote on any matter need not be by ballot.  Upon a
demand by any such shareholder for a vote by ballot on any matter, or at the
direction of such chairman that a vote by ballot be taken on any matter, such
vote shall be taken by ballot.

       SECTION 7.            CONDUCT OF MEETINGS.  Each meeting of shareholders
shall be presided over by the President, or if the President shall not be
present, by the Vice President.  In the absence of both of these officers, a
chairman shall be chosen by a vote of a majority in voting interest of those
shareholders present in person or represented by proxy.  The Secretary of the
Company, if present, shall act as Secretary of each meeting of shareholders, or
if he shall not be present, the Assistant Secretary shall so act.  If neither
the Secretary nor the Assistant Secretary shall be present, a secretary shall
be appointed by the chairman of such meeting.

                                   ARTICLE II

                               BOARD OF DIRECTORS
<PAGE>   38
       SECTION 1.            POWERS; NUMBER; TERM; ELECTION.  The property,
affairs and business of the Company shall be managed by the Board of Directors,
and in addition to the powers expressly conferred upon it by this Code of
Regulations, the Board may exercise all such other powers as are not by statute
or by the Articles of Incorporation or by this Code of Regulations required to
be exercised by the shareholders.  Directors need not be residents of this
state or shareholders of the Company.  The Board shall consist of the number of
Directors as shall be fixed by the Shareholders which shall not be less than
three nor more than fifteen.

       Each shareholder entitled to vote shall have the right to nominate
persons to be voted upon.  A shareholder may cast all of his votes for one
Director or may divide them among several Directors in such manner as he
desires.  At all meetings of shareholders for the election of Directors at
which a quorum shall be present, the persons receiving the highest number of
votes in consecutive order shall be elected Directors.

       The term of office of each Director shall be from the time of his
election and qualification until his successor shall have been duly elected and
shall qualify, or until his death, or until he shall resign, or until he shall
have been removed in the manner hereinafter provided.  The entire membership or
the Board of Directors shall be elected at each Annual Meeting of Shareholders.

       SECTION 2.            ORGANIZATION.  The Board may, in its own
discretion, elect a Chairman of the Board for such term and with such duties as
the Board may by resolution prescribe.  If there be a Chairman of the Board, he
shall preside at each meeting of the Board.  If there be no Chairman of the
Board or in his absence, those members who are present shall by majority vote
designate one of their number to preside.  The Secretary, or in his absence the
Assistant Secretary, or in the absence of both the Secretary and the Assistant
Secretary, any person appointed by the Chairman of the meeting, shall act as
Secretary of the meeting.

       SECTION 3.            RESIGNATIONS.  Any Director of the Company may
resign at any time by giving written notice to the Board of Directors or to the
President or to the Secretary of the Company.  Such resignation shall take
effect at the date of the receipt of such notice or at any later time specified
therein, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

       SECTION 4.            REMOVAL.  At a meeting called expressly for that
purpose, the entire Board or any lesser number may be removed, with or without
cause, by a vote of the shareholders.  The entire Board may be removed in a
single ballot if the holders of a





                                       4
<PAGE>   39
majority of the shares entitled to vote, vote for such removal.  A new Board
will then be elected.  One or more of the members of the Board which has just
been removed, if the shareholders so desire, may be re-elected to membership on
the new Board.  If the removal of less than the entire Board is in question,
then the removal of each director whose continuance in office is under dispute
shall be voted upon separately, and his removal shall be effected only if the
fraction of votes cast against his removal is not more than the fraction
computed by dividing the number of Directors fixed by the Code of Regulations
into one.

       SECTION 5.            VACANCIES.  Any vacancy occurring in the Board by
reason of death, resignation, disqualification or any other cause, may be
filled by the affirmative vote of a majority of the remaining Directors even
though a quorum may not exist.  A Director elected to fill a vacancy shall hold
office until his successor shall have been elected and shall qualify.  Any
directorship to be filled by reason of an increase in the number of Directors
shall be filled by an election at an annual meeting of shareholders or at a
special meeting of shareholders called for that purpose.  At any such meeting,
the entire Board shall stand for election, in order that the privilege of
cumulative voting shall not be impaired.

       SECTION 6.            PLACE OF MEETINGS.  The Board may hold its
meetings at such place or places, either within or without the State of Ohio,
as it may from time to time by resolution determine or as shall be specified or
fixed in the respective notices or waivers of notice thereof.

       SECTION 7.            FIRST MEETING; REGULAR MEETINGS.  After each
election of Directors and after the meeting of shareholders at which such
election shall be held, and as soon thereafter as practical, the newly elected
Board shall meet for the purpose of organization, the election of officers of
the Company and the transaction of other business.  Notice of such meeting need
not be given if held on the same day as the shareholders' meeting at which the
Directors were elected.  If not held on the day of the meeting of shareholders
at which the Directors were elected, notice of the first meeting of Directors
shall be given in accordance with the provisions of Section 8 of this Article
II below.  Regular meetings of the Board may be held at such time and place as
may from time to time be specified in a resolution adopted by the Board and at
the time in effect and, unless otherwise required by such resolution or by law,
notice of any  such regular meeting need not be given.

       SECTION 8.            SPECIAL MEETINGS.  Special meetings of the Board
shall be held whenever called by the Chairman of the Board if such there be,
the President, or by the Secretary at the request of any two Directors.  Notice
of each such meeting shall be mailed to each Director, addressed to him at his
residence or





                                       5
<PAGE>   40
usual place of business, at least 3 days before the day on which the meeting is
to be held, or shall be sent to him at such place by telegraph, cable or radio,
or be delivered personally or by telephone, at least 2 days before the day on
which the meeting is to be held.  Every such notice shall state the time and
place, but need not state the purpose, of the meeting.  Notice of any such
meeting need not be given to any Director, however, if waived by him in writing
or by telegraph, cable or radio, whether before, at or after such meeting is
held, or if he shall attend such meeting in person, or if he shall sign the
minutes thereof, and any meeting of the Board, whether regular or special,
shall be a legal meeting without any notice thereof having been given if all of
the Directors shall be present thereat or shall sign the minutes thereof.

       SECTION 9.              QUORUM AND MANNER OF ACTING.  A majority of the
number of Directors fixed by this Code of Regulations at the time of any
regular or special meeting of the Board of Directors shall constitute a quorum
for the transaction of business at such meeting, and the act of a majority of
the Directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors.  In the absence of a quorum, a majority of the
Directors present may, without notice other than announcement at the meeting,
adjourn the meeting from time to time until a quorum be had.

       SECTION 10.             COMPENSATION.  The Board may by resolution
provide that the Company shall allow a fixed sum and reimbursement of expenses
for attendance at meetings of the Board and at meetings of the Executive
Committee.  Nothing herein contained shall preclude any Director from serving
the Company in any other capacity and receiving compensation therefor.

       SECTION 11.             INDEMNIFICATION OF DIRECTORS.  Each Director and
officer or former Director or officer of the Company, or any person who may
have served at its request as a Director or officer of another corporation in
which this Company owns shares of stock or of which it is a creditor, and the
personal representatives of all such persons, shall be indemnified by the
Company against all expenses and liabilities, including attorneys' fees,
reasonably incurred by or imposed upon him in connection with any claim,
demand, action or proceeding to which he may be made a party, or in which he
may become involved, or in connection with any settlement thereof, by reason of
his being or having been such a Director or officer of such Company, except in
cases where he shall be finally adjudged in such action or proceeding to be
liable for gross negligence or willful misconduct in the performance of his
duties as such Director or officer.  The right of indemnification herein
provided shall be in addition to, and not exclusive of, all other rights to
which such Director or officer may be entitled by law, vote of the
shareholders, or otherwise.  It is provided, however, that such





                                       6
<PAGE>   41
Director or officer shall not be so indemnified in the event of a settlement of
any such action, suit or proceeding unless (1) such settlement shall be
approved by the court having jurisdiction of such action, suit or proceeding,
or (2) such settlement shall have been made upon the written opinion of
independent legal counsel, selected by or in a manner determined by the Board
of Director; to the effect that there is no reasonable ground of liability for
gross negligence or willful misconduct on the part of such Director or officer.


                                  ARTICLE III

                              EXECUTIVE COMMITTEE

       SECTION 1.              DESIGNATION.  The Board may, by resolution
adopted by a majority of the number of Directors fixed by this Code of
Regulations, designate three or more members of the Board to constitute an
Executive Committee of the Board, and may designate a Chairman of the Executive
Committee who, if present, shall preside at meetings of the Executive
Committee.  In the event of the absence of the designated Chairman at any
meeting of the Executive Committee or in the event the Board has not designated
a Chairman, the members thereof present shall designate one of their number to
preside at such meeting.  The Secretary of the Company, or such other person as
the Executive Committee shall from time to time determine shall act as
Secretary of the Executive Committee.  The Board, in like manner, shall fill
vacancies in the Executive Committee.  Each member of the Executive Committee
shall continue to be a member thereof only during the pleasure of a majority of
the number of directors fixed by this Code of Regulations.

       SECTION 2.              POWERS.  Except as otherwise expressly provided
in the Certificate of Incorporation or in this Code of Regulations or by law,
at all times when the Board is not in session, the Executive Committee shall
have and may exercise all the powers of the Board in the direction and
management of the property, business and affairs of the Company in such manner
as the Executive Committee shall deem for the best interest of the Company, in
all cases in which specific directions shall not have been given by the Board.

       SECTION 3.              MEETINGS.  The Executive Committee shall hold
meetings at such times and at such places as may be provided by resolution of
the Executive Committee.  Special meetings of the Executive Committee may be
called at any time by the Chairman or by any two members thereof.  Notice of
each such meeting shall be mailed to each member of the Executive Committee,
addressed to him at his residence or usual place of business, so as to be
received not less than 24 hours before the meeting, or shall be sent to him at
such place by telegraph, cable or radio, or be





                                       7
<PAGE>   42
delivered personally or by telephone not less than 24 hours before such
meeting. Every such notice shall state the time and place, but need not state
the purpose of the meeting.  Notice of any such meeting need not be given to
any member, however, if waived by him in writing or by telegraph, cable or
radio, whether before, at or after such meeting is held, or if he shall attend
such meeting in person, or if he shall sign the minutes thereof, and any
meeting of the Executive Committee, whether regular or special, shall be legal
meeting without any notice thereof having been given if all of the member of
the Executive Committee shall be present thereat and shall sign the minutes
thereof.

       SECTION 4.              QUORUM PROCEDURE.  At every meeting of the
Executive Committee, a majority of the members of the Executive Committee in
office at the time of such meeting shall constitute a quorum for the
transaction of business.  Any act of a majority of the members present at a
meeting in which a quorum shall be present shall be the act of the Executive
Committee.  The Executive Committee shall keep a record of its proceedings and
report them to the Board at the next meeting thereof after such proceeding
shall have been taken.

                                   ARTICLE IV

                                AUDIT COMMITTEE

       SECTION 1.              DESIGNATION.  The Company may, by resolution
adopted by its Directors designate three or more members of the Board of
Directors to constitute an Audit Committee and may designate a Chairman of the
Audit Committee who, if present, shall preside at meetings of the Audit
Committee.  Each member of the Audit Committee shall serve at the pleasure of
the Board.  The Board shall fill vacancies in the Audit Committee.

       SECTION 2.              DUTIES, POWERS AND FUNCTIONS.  The Audit
Committee may undertake the following duties, powers and functions:

       (a)     To review the financial and accounting policies, procedures and
controls of the Company and its subsidiaries (hereinafter collectively referred
to as the "Company" in this Article unless otherwise stated) and recommend, as
the Audit Committee deems necessary or appropriate, changes and improvements
thereto designed to, among other things:

               (i)   assure accountability for the assets of the Company and
appropriate controls regarding the use of such assets by any officer or
Director of the Company, or any relative of any of them, and

               (ii)  provide appropriate controls for direct or indirect loans,
extensions of credit, contracts, commitments,





                                       8
<PAGE>   43
arrangements or understandings between the Company and any officer or Director
of the Company, or any relative of any of them.

For the purposes of this Article, the term "relative" shall mean any spouse,
parent, child, brother, sister, or the spouse of any such person.

       (b)     To review annual and quarterly financial statements issued or
filed by the Company with the Securities and Exchange Commission.

       (c)     To meet with the Company's independent auditors from time to
time and review the nature, scope and findings of the audit of the Company's
financial statements.


       (d)     To make recommendations to the Board of the Company (parent
company only) with respect to any disagreement or controversy between the
independent auditors and the management of the company which has been brought
to the Audit Committee's attention.

       (e)     To recommend to the Board of the Company (parent company only)
the selection, retention or discharge of the Company's independent auditors.

       (f)     To meet with the internal auditors of the Company from time to
time and review the findings of the internal auditors.  The internal auditors
may submit a written statement to the Audit Committee each calendar quarter
regarding the work performed by the internal auditors during the relevant
period.

       (g)     To initially approve or disapprove in writing, and thereafter
review any loan or extension of credit in excess of $50,000, except mortgage
loans extended for the purpose of acquiring real property and secured by such
property, and, as the Audit Committee in its discretion deems necessary or
appropriate, any other business transaction, commitment or arrangement, entered
into by the Company directly or indirectly with, to or for the benefit of any
officer or Director of the Company (parent company only), or any relative of
any of them.  In connection with its review of such loans and extension of
credit, the Audit Committee shall consider whether any such loans or extension
of credit are adequately documented, and are on similar terms, considering
interest rates, collateral, repayment schedule, amount, purpose of loan or
extension of credit, and current financial statements and condition of the
borrower, as similar transactions with unrelated parties.  The Audit Committee
may make a written report of its findings to the board of the Company (parent
company only), and may recommend to such Board whatever action, if any, it
considers necessary or appropriate.





                                       9
<PAGE>   44
       (h)     To request subsidiaries of the Company to report in writing to
the Audit Committee all terms (including, but not limited to, interest rates,
collateral, repayment schedule, amount, purpose of loan or extension of credit,
financial condition of the borrower, endorsements, guarantees, and financial
condition of endorsers and guarantors) of all loans and other extensions of
credit in excess of $100,000, except mortgage loans extended for the purpose of
acquiring real property and secured by such property, and, as the Audit
Committee, in its discretion deems necessary or appropriate, any other business
transaction, commitment or arrangement between any subsidiary of the Company
and any officer or Director of such subsidiary, or any relative of any of them,
to determine whether, in the discretion of the Audit Committee, any further
review or examination of any such matters shall be conducted.  In connection
with its review of such loans and other extensions of credit, the Audit
Committee shall consider whether any such loans or extensions of credit are
adequately documented, and are on similar terms, considering interest rate,
collateral, repayment schedule, amount, purpose of loan or extension of credit,
and financial statement and condition of the borrower, as similar transactions
with unrelated parties.  The Audit Committee may make a written report of its
findings to the Board of the Company (parent company only) and may recommend to
the Board whatever action, if any, it considers necessary or appropriate.

       SECTION 3.              MEETINGS.  The Audit Committee may hold meetings
at such times, upon such notice and at such places as it may determine.  Notice
of any meeting need not be given to any member, if waived by him in writing or
by telegraph, cable or radio, whether before, at or after such meeting is held,
or if he shall attend such meeting in person, or if he shall sign the minutes
thereof.

       SECTION 4.              QUORUM PROCEDURE.  At every meeting of the Audit
Committee, a majority of the members of the Committee in office at the time of
such meeting shall constitute a quorum for the transaction business.  Any act
of a majority of the members present at a meeting in which a quorum shall be
present shall be the act of the Audit Committee.

                                   ARTICLE V

                                    OFFICERS

       SECTION 1.              NUMBER.  The officers of the Company shall be a
President, one or more Vice Presidents, a Secretary, a Treasurer and such other
officers as may be appointed in accordance with the provisions of Section 3 of
this Article IV.  One person may hold the office and perform the duties of any
two of the said officers except those of President and Vice President,
President and Secretary, Secretary and Assistant Secretary, and Treasurer





                                       10
<PAGE>   45
and Assistant Treasurer.

       SECTION 2.              ELECTION; TERM OF OFFICE; QUALIFICATION.  The
officers of the Company shall be elected annually by the Board.  Each officer,
except such officers as may be appointed in accordance with the provisions of
Section 3 of this Article IV, shall continue in office until his successor
shall have been duly elected and qualified in his stead, or until his death, or
until he shall have resigned and his resignation shall have become effective,
or until he shall have been removed in the manner hereinafter provided.

       SECTION 3.              SUBORDINATE OFFICERS.  The Board may appoint
such other officers, committees and agents as it may deem necessary, including
one or more Assistant Treasurers and one or more Assistant Secretaries, each of
whom shall hold office for such period, have such authority and perform such
duties as are provided in this Code of Regulations or as the Board may from
time to time determine.  The Board my delegate to any officer or committee the
power to appoint, and to prescribe the authority and duties of, any such
subordinate officers, committees or agents.

       SECTION 4.              REMOVAL.  Any officer may be removed by the
Board or by the Executive Committee at any regular or special meeting thereof,
with or without cause, whenever in its judgment the best interests of the
Company will be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed.

       SECTION 5.              RESIGNATIONS.  Any officer may resign at any
time by giving written notice to the Board or to the President or to the
Secretary of the Company.  Such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein, and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

       SECTION 6.              VACANCIES.  A vacancy in any office because of
death, resignation, removal, disqualification or any other cause shall be
filled for the unexpired portion of the term in the manner prescribed in this
Code of Regulations for regular appointments or elections to such office.

       SECTION 7.              SALARIES.  The salaries of the officers shall be
fixed from time to time by the Board, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
Company.

       SECTION 8.              THE CHIEF EXECUTIVE OFFICER.  The Chief
Executive Officer shall be the primary executive officer of the Company.  He
shall have plenary power over the business and





                                       11
<PAGE>   46
activities of the Company, subject to control of the Board.

       SECTION 9.              THE PRESIDENT.  The President shall supervise
the business of the Company and its several officers, subject to the control of
the Board.  In general, he shall perform all duties incident to the office of
President and such other duties as may from time to time be assigned to him by
the Board.


       SECTION 10.             THE CHIEF OPERATING OFFICER.  The Chief
Operating Officer shall participate in the supervision of the business and
activities of the Company and participate in supervision of its several
officers, subject to control of the Board.  The Chief Operating Officer shall
perform such other duties, consistent with his office, as from time to time may
be assigned to him by the Board, the Chief Executive Officer or the President.

       SECTION 11.             THE VICE PRESIDENT.  At the request of the
President or in case of the absence or inability to act of the President, one
of the Vice Presidents who shall be designated for that purpose by the Board
shall perform the duties of the President and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the President.  Each
Vice President shall have such powers and perform such other duties as may from
time to time be assigned to him by the Board or by the President.

       SECTION 12.             THE SECRETARY.  The Secretary shall:

       (a)     Keep the minutes of the meetings of the shareholders and of the
Board in books provided for that purpose.

       (b)     See that all notices are duly given in accordance with the
provisions of this Code of Regulations and as required by law.

       (c)     Be custodian of the records and of the seal of the Company and
see that the seal is affixed to all documents, the execution of which on behalf
of the Company under its seal is duly authorized in accordance with the
provisions of this Code of Regulations.

       (d)     Cause to be kept a register of the post office address of each
shareholder, and cause to be made all proper changes in such register.

       (e)     In general, perform all duties incident to the office of
Secretary and such other duties as may from time to time be assigned to him by
the Board or by the President.

       SECTION 13.             THE ASSISTANT SECRETARY.  At the request of the





                                       12
<PAGE>   47
Secretary, or in his absence or disability, an Assistant Secretary shall
perform all of the duties of the Secretary, and when so acting he shall have
all of the powers of, and be subject to all of the restrictions upon, the
Secretary.  He shall perform such other duties as may from time to time be
assigned to him by the Board, by the President or by the Secretary.

       SECTION 14.             THE TREASURER.  The Treasurer shall give bond
for the faithful discharge of his duties in such sum and with such sureties as
the Board shall require.  He shall:

       (a)     Have the charge and custody of, and be responsible for, all
funds and securities of the Company, and deposit all such funds in the name of
the Company in such banks, trust companies or other depositaries as shall be
selected in accordance with the provisions of this Code of Regulations.

       (b)     At all reasonable times exhibit to the Board his books of
account and records, and cause to be exhibited the books of account and records
of any corporation a majority of whose stock is owned by this Company, where
such books and records are kept.

       (c)     Render a statement of the condition of finances of the Company
at all regular meetings of the Board and a full financial report at the annual
meeting of the shareholders, if called upon to do so.


 (d)     Receive, and give receipt for, moneys due and payable to the Company
                          from any source whatsoever.

       (e)     In general, perform all of the duties incident to the office of
Treasurer and such other duties as may from time to time be assigned to him by
the Board or by the President.

       SECTION 15.             THE ASSISTANT TREASURER.  At the request of the
Treasurer, or in his absence or disability, an Assistant Treasurer shall
perform all of the duties of the Treasurer, and, when so acting, he shall have
all of the powers of, and be subject to all of the restrictions upon, the
Treasurer.  He shall perform such other duties as may from time to time be
assigned to him by the Board, by the President or by the Treasurer, and shall
have a bond for the faithful discharge of his duties, in such sum and with such
sureties as the Board shall require.

                                   ARTICLE VI

              CONTRACTS; LOANS; CHECKS; DRAFTS; DEPOSITS; PROXIES

       SECTION 1.              EXECUTION OF CONTRACTS.  Except as otherwise
provided by law or this Code of Regulations, the Board may authorized any
officer or agent of the Company to enter into any





                                       13
<PAGE>   48
contract or execute and deliver any instrument in the name and on behalf of the
Company, and such authority may be general or confined to specific instances;
and, unless so authorized by the Board or this Code of Regulations, no officer,
agent or employee shall have any power or authority to bind the Company by any
contract or engagement, to pledge its credit, or to render it pecuniarily
liable for any purpose or to any amount except as may be necessary to enable
the Company to carry on its business in the ordinary course thereof.

       No contract or other transaction between the Company and one or more of
its Directors or officers shall be invalid or otherwise affected by the fact
that any Director or officer has a pecuniary or other interest in such contract
or transaction; and any such Director may be counted in determining the
existence of a quorum at any meeting of the Board of Directors for the purpose
of authorizing or ratifying such contract or transaction with like force and
effect as if he were not so interested.  No contract or other transaction
between this corporation and any other corporation, firm or person shall be
affected by the fact that any Director or officer of this corporation is a
Director or officer of such other corporation or is otherwise connected with
such other corporation, firm or person or is otherwise interested in such
contract or transaction; and any such Director may be counted in determining a
quorum and may vote to authorize or ratify such contract or transaction with
like force and effect as if he were not so interested.

       SECTION 2.              LOANS.  No loans shall be contracted on behalf
of the Company and no negotiable paper shall be issued in its name unless
authorized by the Board.  When so authorized, any officer or agent of the
Company may effect loans and advances at any time for the Company from any
bank, trust company or other institution, or from any firm, corporation or
individual, and for such loans and advances may make, execute and delivery
promissory notes or other evidences of indebtedness of the Company and, when
authorized as aforesaid, as security for the payment of any and all loans,
advances, indebtedness and liabilities of the Company may mortgage, pledge,
hypothecate or transfer any real or personal property at any time held by the
Company and to that end execute instruments of mortgage or pledge or otherwise
transfer said property.  Such authority may be general or confined to specific
instances.

       SECTION 3.              CHECKS, DRAFTS, ETC.  All checks, drafts or
other orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the Company shall be signed by such person or persons and
in such manner as shall from time to time be determined by the Board.

       SECTION 4.              DEPOSITS.  All funds of the Company shall be
deposited to the credit of the Company under such conditions and





                                       14
<PAGE>   49
in such banks, trust companies or other depositaries as the Board may designate
or as may be designated by any officer or officers or agent or agents of the
Company to whom such power may from time to time be delegated by the Board, and
for the purposes of such deposit any person or persons to whom such power is so
delegated may endorse, assign and deliver checks, drafts and other orders for
the payment of moneys which are payable to the order of the Company.

       SECTION 5.              PROXIES.  Unless otherwise provided by the
Board, the President may from time to time appoint any attorney or attorneys or
agent or agents of the Company in the name and on behalf of the Company to cast
the votes which the Company may be entitled to cast as a shareholder or
otherwise in any other corporation any of whose stock or other securities are
held by the Company at meetings of the holders of the stock or other securities
of such other corporation, or to consent in writing to any action by such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause
to be executed in the name and on behalf of the Company and under its seal such
written proxies or other instruments as he may deem necessary or proper in the
premises.

                                  ARTICLE VII

                          SHARES; EXAMINATION OF BOOKS

       SECTION 1.              CERTIFICATES OF STOCK.  Every shareholder shall
be entitled to a certificate or certificates in such form as shall be approved
by the Board.  Such certificates shall be numbered in the order of their issue
and shall be signed by the President or a Vice President and by the Secretary
or an Assistant Secretary.  The signatures of the President or Vice President
and the Secretary or Assistant Secretary upon a certificate may be facsimiles
if the certificate is countersigned by a transfer agent or registered by a
registrar, other than the Company itself or an employee of the Company.  In
case any such officer who shall have signed, or whose facsimile signature shall
have been placed upon, such certificate shall have ceased to be such officer
before such certificates is issued, it may be issued by the Company with the
same force and effect as if such officer had not ceased to be such at the date
of its issue.  Every certificate exchanged or returned to the Company shall be
marked "Cancelled" with the date of cancellation.

       SECTION 2.              TRANSFER OF STOCK.  Except as otherwise provided
by law or as hereinafter provided in the case of the loss, destruction or
mutilation of certificates, no transfer of stock shall be entered upon the
stock books of the Company until the previous certificate, if any, given for
the same shall have been surrendered and cancelled.  A person in whose name
shares of





                                       15
<PAGE>   50
stock stand on the books of the Company shall be deemed the owner thereof as
regards the Company for all purposes.  The Board may also make such additional
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of certificates for shares of the capital stock of the Company
as is permitted by law.

       SECTION 3.              LOST, DESTROYED OR MUTILATED CERTIFICATES.  The
holder of any stock of the Company shall immediately notify the Company of any
loss, destruction or mutilation of the certificate therefor, and the Board may,
in its discretion, cause a new certificate or certificates to be issued to him
upon the surrender of the mutilated certificate or, in case of the loss or
destruction of the certificate, upon satisfactory proof of such loss or
destruction, and if the Board shall so determine, upon the deposit of a bond in
such form and amount (not exceeding double the value of the stock represented
by such certificate) and with such surety or sureties as the Board may require.

                                  ARTICLE VIII

                                   DIVIDENDS

       Subject to the provisions of the Articles of Incorporation and the laws
of the State of Ohio, the Board may declare dividends whenever, and in such
amounts as, in its opinion, the condition of the affairs of the Company shall
render advisable.  The Board, in its discretion, may use and apply any of the
surplus or net profits as a reserve fund to meet contingencies or for the
purpose of maintaining or increasing the property or business of the Company or
for any other purposes which it may think conducive to the best interest of the
Company.





                                   ARTICLE IX

                                      SEAL

 The Board shall provide a seal for the Company which shall be in such form as
                           the Board shall provide.

                                   ARTICLE X

                                   AMENDMENTS

       Except as otherwise provided by the Articles of Incorporation or the
laws of the State of Ohio, the Board shall have power to make, alter, amend or
repeal this Code of Regulations by a vote of the majority of the Directors then
in office at any regular





                                       16
<PAGE>   51
meeting or at any special meeting thereof, if notice of intention to make,
alter, amend or repeal such Code of Regulations, in whole or in part, or to
adopt a new Code of Regulations, shall have been given in the notice calling
such meeting, provided, however, that notice is not required if all members of
the Board unanimously vote for such change.






                                       17

<PAGE>   1

                       THE AMERICAN FINANCIAL CORPORATION
                           BOOK VALUE INCENTIVE PLAN


SECTION 1.       PURPOSE

         The purpose of this Plan is to enable American Financial Corporation
and its subsidiaries to retain and attract personnel of the highest caliber who
by their position, ability and diligence are able to make important
contributions to the success of American Financial Corporation.

SECTION 2.       CERTAIN DEFINITIONS

         (a)     "Adjusted Initial Value" shall mean the Initial Value of a
                 grantee's account as most recently adjusted to reflect changes
                 in the book value and number of outstanding shares of Common
                 Stock in accordance with Sections 7 and 13 hereof.

         (b)     "Board" or "Board of Directors" shall mean the Board of
                 Directors of American Financial Corporation.

         (c)     "Book Value" shall mean the equity attributable to Common
                 Stock determined in accordance with generally accepted
                 accounting principles as adjusted in accordance with Section
                 7.5 hereof.

         (d)     "Book Value Incentive Unit" or "Unit" shall mean the standard
                 of measurement used to determine the value credited to a
                 grantee's account in accordance with the Plan.

         (e)     "Committee" shall mean the Executive Committee of the Board of
                 Directors.

         (f)     "Common Stock" shall mean the Common Stock of American
                 Financial Corporation.

         (g)     "Company" shall mean American Financial Corporation or its 
                 successors or assigns.

         (h)     "Dividend Units" shall mean an amount equal to the sum of all
                 cash, stock (other than Common Stock) or other property
                 distributed with respect to Common Stock to which the grantee
                 would have been entitled had he or she owned the number of
                 shares of Common Stock equal to the number of Book Value
                 Incentive Units then credited to the grantee's account or
                 accounts.

         (i)     "Initial Value" shall mean the value of the Book Value
                 Incentive Units when granted as determined in accordance with
                 Section 7.2 hereof.
<PAGE>   2
         (j)     "Maturity Value" shall mean the value of the Book Value
                 Incentive Units credited to the account of a grantee computed
                 in accordance with Section 7.4 hereof.

         (k)     "Plan" shall mean The American Financial Corporation Book Value
                 Incentive Plan.

         (l)     "Total Disability" shall mean the inability to perform the
                 duties of the grantee's occupation as defined in the Company's
                 Long-Term Disability Insurance Plan.

         (m)     "Valuation Date" shall mean the last day of each calendar
                 quarter or of the Company's fiscal quarter, if different.

SECTION 3.       ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Executive Committee of the Board
of Directors.  Such Committee is authorized to interpret the terms and
provisions of the Plan and to adopt such rules and regulations of the Plan as
it may deem advisable.  Subject to the terms, provisions and conditions of the
Plan, the Committee, in its sole discretion, is hereby authorized to (a) select
the employees to be granted Book Value Incentive Units (it being understood
that more than one award may be granted to the same person), (b) determine the
number of Units covered by each grant, (c) determine the time or times when
Book Value Incentive Units will be granted, (d) determine the time or times
when, and the conditions under which, amounts may become payable with respect
to Book Value Incentive Units or Dividend Units within the limits stated in
this Plan, (e) determine the form of payment as authorized in this Plan, and
(f) prescribe the form, which shall be consistent with this Plan, of the
instruments evidencing any Book Value Incentive Units granted under this Plan.

SECTION 4.       ELIGIBILITY

         Book Value Incentive Units may be granted only to persons who, at the
date of grant are officers, directors and/or employees (collectively referred
to hereinafter as "employees") of the Company or a subsidiary.  While all
employees are eligible to be considered for the award of Units, it is
contemplated that generally only those employees who perform services of
special importance to the Company in the management, operation and development
of business will be awarded Book Value Incentive Units.

SECTION 5.       LIMITATION ON GRANT OF UNITS AND DURATION OF THE PLAN

         5.1     The number of Units which may be granted under this Plan shall
be limited to two million (2,000,000) Units.  For purposes of this limitation,
however, any Units which are forfeited by the grantee, shall thereafter again
by available for grant.
<PAGE>   3
         5.2     Unless previously terminated by the Board of Directors
pursuant to Section 15 hereof or unless extended by a majority vote of
shareholders voting at a regularly scheduled meeting of the shareholders, the
Plan shall, for purposes of new grants, automatically terminate on December 31,
1989.  Notwithstanding any termination of the Plan, the terms and conditions of
the Plan shall remain in full force and effect with respect to any grants made
prior to the termination of the Plan.

SECTION 6.       ACCOUNTING FOR BOOK VALUE INCENTIVE UNITS AND DIVIDEND UNITS

         6.1     The Company shall record in an account with respect to each
grantee the number of Units awarded to such grantee and the Initial Value
thereof.  A separate account shall be maintained with respect to each award of
Book Value Incentive Units to each grantee.  The Company shall adjust the
Initial Value included in each such account to reflect Changes in Outstanding
Stock as provided in Section 13 hereof upon the happening of such a change.
The Company shall make available to each grantee and to the Committee a report
disclosing the Adjusted Initial Value, Maturity Value and the value of Dividend
Units of each such grantee account as of the next proceeding Valuation Date.

         6.2     Whenever the Company shall pay any dividend (other than in
Common Stock) or make any distribution with respect to or upon issued and
outstanding Common Stock, there shall be credited to the account or accounts of
each grantee such number of Dividend Units as shall be allocable to such
grantee's account or accounts pursuant to Section 14 hereof.

         6.3     Except as might otherwise be specifically provided in the
Plan, nothing contained in the Plan shall be construed as a requirement that
the Company shall fund, set aside or escrow funds and/or stock or other
property for the payment of any amounts with respect to any grantee's account
or accounts.

SECTION 7.       VALUATION OF UNITS

<PAGE>   4
         7.1     The amount payable to the grantee with respect to any account
established in his or her name under this Plan (the Maturity Value) shall be
determined i) as of the next succeeding Valuation Date if the grantee elects to
receive payment during the last two months of any fiscal quarter, or ii) as of
the next preceding Valuation Date if such election is made during the first
month of the fiscal quarter.  Provided, however, that a grantee who gives
notice of his or her intention to elect to receive payment during the last two
months of any fiscal quarter, shall not be deemed to have made an election to
receive payment until such time, but in no event later than the end of such
fiscal quarter, he or she notifies the Committee in writing of his or her
irrevocable election to receive payment under the Plan.  Such amount shall be
calculated only with respect to vested Book Value Incentive Units credited to
such account, and shall consist of the excess, if any, of the Maturity Value
over the Adjusted Initial Value of the Units credited to each such account,
less any amount which the Company is required to withhold with respect to such
payment under the applicable provisions of the Internal Revenue Code or state
or local income tax laws.  Payment of such amounts shall be made in accordance
with Sections 9 and 10 hereof.

         7.2     The Initial Value per Unit of the Units awarded to the grantee
shall generally be the Book Value per share of the Common Stock on the
Valuation Date next preceding the date on which the Book Value Incentive Units
are granted.  However, the Committee may, in its sole discretion, reduce or
increase such Initial Value by as much as twenty percent (20%).  Provided,
however, that at any time prior to December 31, 1983, the Committee may set as
the Initial Value the amount of $6.00 per unit, that amount the Committee
considers to be the fair value per share at the time of the Company's April 6,
1981 merger (as adjusted for the 5-for-1 split of December 1981).

         7.3     The Adjusted Initial Value of the Units credited to the
grantee's account shall be the Initial Value as adjusted for Changes in
Outstanding Stock as provided in Section 13 hereof.

         7.4     The Maturity Value per Unit of the Units credited to the
grantee's account shall be the Book Value per share of the Common Stock as
determined in accordance with Section 7.1 hereof.  In the event no election is
made, the Maturity Value of the Units shall be computed as of the Valuation
Date next succeeding the tenth anniversary of the date of grant.

         7.5     For purposes of this Section, Book Value shall mean the book
value of the Common Stock as determined in accordance with generally accepted
accounting principles except that such book value shall reflect all marketable
equity securities (including those categorized by the Company as "investees")
owned by the Company and/or its subsidiaries at market prices.

         Appropriate adjustments shall be made to reflect accounting changes
which affect the reported book value of the Company by more than ten cents per
share in any fiscal year.

SECTION 8.       VESTING

<PAGE>   5
         8.1     One-fifth of each grant of Book Value Incentive Units shall
become vested on the first anniversary date of the grant of such Units and an
additional one-tenth shall vest at the end of each six month interval
thereafter until fully vested.  Any Dividend Units credited to the account of
the grantee with respect to such Book Value Incentive Units shall be vested to
the same extent as such Units.  Thus, Book Value Incentive Units and the
Dividend Units credited with respect thereto shall become vested in accordance
with the following schedule:

<TABLE>
<CAPTION>
                 Date                                       Vested Percentage
         <S>                                                <C>
         One Year after Grant                                20%
         One and One-Half Years after Grant                  30%
         Two Years after Grant                               40%
         Two and One-Half Years after Grant                  50%
         Three Years after Grant                             60%
         Three and One-Half Years after Grant                70%
         Four Years after Grant                              80%
         Four and One-Half Years after Grant                 90%
         Five Years after Grant                             100%
</TABLE>

         8.2     Vesting shall occur only if the grantee, on the date of
vesting, has continuously been an employee of the Company or a subsidiary of
the Company since the date of grant, unless otherwise determined by the
Committee.  A leave of absence, unless otherwise determined by the Committee,
shall not constitute a cessation of employment.

         8.3     Except as provided in Section 8.4 hereof, any Book Value
Incentive Units and Dividend Units credited to the account or accounts of a
grantee shall, to the extent not previously vested in accordance with this
Section 8, be fully cancelled with respect to such grantee as of the date he or
she ceases to be an employee of the Company or its subsidiaries.

         8.4.1   In the event of the death or Total Disability of a grantee,
the account or accounts of such grantee shall become fully vested.  The value
of the such account or accounts shall be determined as of the Valuation Date
coinciding with or next preceding his or her death, or the date he or she
ceases to be an employee as a result of Total Disability.

         8.4.2   The Committee may, in its sole discretion, accelerate vesting,
           entirely or partially, with respect to any grantee.

SECTION 9.       PAYMENT OF VESTED ACCOUNT VALUE

         9.1     A grantee may, no more than twice during each calendar year,
elect to receive payment in respect of all or any portion of the vested Book
Value Incentive Units and/or Dividend Units credited to his or her account.
Upon receipt of the grantee's written election to receive payment and, where
applicable, after the expiration of the period of time, if applicable, during
which a tentative election can be revoked, the Committee shall authorize the
payment of such amount in accordance with Section 9.3 hereof.

         9.2     In the event the grantee does not so elect before the tenth
           anniversary of the date of grant, or in the event the grantee
<PAGE>   6
 ceases to be an employee of the Company or any of its subsidiaries, payments
in respect of vested Book Value Incentive Units and Dividend Units in such
account shall be made by the Company in accordance with Section 9.3 hereof.

         9.3     As soon as practicable, but in any event not more than ninety
days after the Valuation Date used to determine the amount payable in
accordance with Section 7.1 hereof, the Company shall make the initial payment
in respect of such election.  The initial payments shall be fifty percent (50%)
of the Maturity Value, less applicable taxes required to be withheld.  On the
date corresponding to the date of the initial payment in each of the next
succeeding ten (10) years, deferred payments shall be made in accordance with
the following schedule: 

<TABLE>
<CAPTION>
                                                          Percentage of Maturity
                                                           Value Payable (before
         Payment Date                                      withholding taxes)
<S>                                                              <C>
One Year after Initial Payment                                      5.600%
Two Years after Initial Payment                                     6.272%
Three Years after Initial Payment                                   7.025%
Four Years after Initial Payment                                    7.868%
Five Years after Initial Payment                                    8.812%
Six Years after Initial Payment                                     9.869%
Seven Years after Initial Payment                                   11.053%
Eight Years after Initial Payment                                   12.380%
Nine Years after Initial Payment                                    13.865%
Ten Years after Initial Payment                                     15.529%
</TABLE>

         If in its sole discretion the Committee should deem it appropriate, or
in the event of the death of the grantee, the Company shall accelerate the
payment in respect of such account in accordance with the following schedule:


<TABLE>
<CAPTION>
                                                   Payment as a Percentage
         Accelerated                               of Maturity Value (before
         Payment Date                                withholding taxes)
<S>                                                               <C>
Upon Election to Receive Payments                                   100.000%
One Year after Initial Payment                                      56.000%
Two Years after Initial Payment                                     56.448%
Three Years after Initial Payment                                   56.197%
Four Years after Initial Payment                                    55.073%
Five Years after Initial Payment                                    52.870%
Six Years after Initial Payment                                     49.346%
Seven Years after Initial Payment                                   44.214%
Eight Years after Initial Payment                                   37.139%
Nine Years after Initial Payment                                    27.731%
Ten Years after Initial Payment                                     15.529%
</TABLE>
<PAGE>   7
         Should it become necessary or, in the sole discretion of the
Committee, appropriate to make acceleration payments before the next applicable
annual accelerated payment date, the Company shall discount such payment at the
rate of twelve percent (12%) per annum.

SECTION 10.      DEATH OF THE GRANTEE

         10.1    In the event of the death of the grantee, the Maturity Value
of the Book Value Incentive Units and Dividend Units credited to the grantee's
account or accounts shall be paid (i) to such beneficiary which shall have been
designated in a written designation of the grantee delivered to the Company, or
(ii) in the absence of any such designation that is in effect at the time of
the death of the grantee, then to the executors or administrators of the
grantee's estate.  Each grantee shall have the right, at any time, to designate
a beneficiary to receive the Maturity Value of Book Value Incentive Units and
Dividend Units credited to the account or accounts of such grantee, with such
designation to be on such form or forms as may be provided by the Company and
signed by such grantee.  Any grantee may, in the same manner, revoke any such
designation previously made by such grantee and designate another beneficiary.
The last such designation received by the Company, in order of time (but prior
to the death of grantee), shall revoke all prior designations.  Such payment of
the amount constituting the Maturity Value of Book Value Incentive Units and
Dividend Units credited to the grantee's account or accounts shall be made as
soon as practicable after the date of death of such grantee.

         10.2    Within twelve months of the date that a grantee ceases to be
an employee as a result of Total Disability, the Committee shall determine the
extent, if any, to which vesting will be accelerated pursuant to Section 8.4.2
hereof and will authorize commencement of payments on such amount in accordance
with Section 9.3 hereof.

SECTION 11.      RIGHT OF COMPANY TO TERMINATE EMPLOYMENT

         Nothing contained in this Plan or in any grant pursuant to the Plan
shall interfere in any way with the right of the Company or a subsidiary to
terminate the employment of the grantee at any time for any reason.

SECTION 12.      NON-TRANSFERABILITY

         Neither the Book Value Incentive Units nor the Dividend Units granted
under this Plan nor any amounts payable under this Plan shall be transferable
by the grantee otherwise than by will or the laws of descent and distribution.
Furthermore, during the lifetime of a grantee, only such grantee shall be
entitled to elect to receive payments with respect to Units or Dividend Units
granted under this Plan.
<PAGE>   8
SECTION 13.      CHANGES IN OUTSTANDING STOCK

         In the event that i) the number of outstanding shares of Common Stock
shall be changed by reason of split-ups, combinations or shares,
recapitalizations, stock dividends, stock splits or otherwise, or ii) the
Common Stock is converted into or exchanged for other shares or other property
as a result of any merger of consolidation (including a sale of assets) or
other reorganization, the number of Units then credited to the account or
accounts of any grantee and the Initial Value (or Adjusted Initial Value) of
all Book Value Incentive Units credited thereto shall be appropriately adjusted
so as to reflect such changes.

SECTION 14.      DIVIDENDS AND OTHER DISTRIBUTIONS

         14.1    The Company shall credit to each grantee's account or accounts
the appropriate dollar amount, in the case of cash dividends, and in the sole
discretion of the Committee i) the appropriate number of shares of stock or
interest in other property, or ii) the appropriate dollar amount equivalent to
the value of such stock or property, as determined in the Committee's sole
discretion, distributed with respect to Common Stock (whether by dividend in
kind, spin-off, or otherwise).  Such amounts credited to each grantee's account
or accounts shall correspond to the cash, shares of stock, or other property
which the grantee would have received had he or she been the owner of the
number of shares of Common Stock equal to the number of Units then credited to
the grantee's account or accounts.

         14.2    With respect to a credit to a grantee's account or accounts
resulting from a distribution of stock or other property on Common Stock, any
dividends paid on or amounts earned with respect to such stock or other
property shall likewise be credited to the grantee's account or accounts.

         14.3    The Company shall retain stock or other property, in the event
of such a distribution with respect to Common Stock equal to the credit to the
account or accounts of the grantees.

         14.4    Any forfeitures of such amounts credited to the grantees'
            accounts shall revert to the Company.

         14.5    All property rights, including voting rights, with respect to
such stock or other property held by the Company, the value of which is
credited to the grantees' accounts, shall be exercised by, and in the sole
discretion of, the Committee.

SECTION 15.      AMENDMENTS TO THE PLAN

<PAGE>   9
         The Board of Directors may at any time terminate or from time to time
amend, modify or suspend this Plan.  Provided, however, that the Board may not,
without shareholder approval, i) increase the limitation on the number of Units
which may be granted under this Plan, ii) extend the termination date of this
Plan, or iii) modify the Plan with respect to limitations on Initial Value as
set forth in Section 7.2 hereof.

SECTION 16.      EXCLUSION FROM PENSION COMPUTATION

         16.1    By acceptance of a grant under this Plan, each grantee shall
be deemed to agree that it is special incentive compensation and that it will
not be taken into account as "wages", "salary" or "covered compensation" in
determining the amount of any Company contribution to any pension, retirement
or deferred profit sharing plan or any other employee benefit plan of the
Company with respect to such grantee.

         16.2    In addition, each beneficiary of a deceased grantee shall be
deemed to agree that such award will not affect the amount of any life
insurance coverage available to such beneficiary under any life insurance plan
covering employees of the Company or any subsidiary.

SECTION 17. GOVERNING LAW

         This Plan shall be governed and construed in accordance with the laws
of the State of Ohio.

SECTION 18.      EFFECTIVE DATE OF THE PLAN

         This Plan shall be submitted to the stockholders of the Company at its
annual meeting in 1980 and, if approved by a majority of the stockholders
voting at such meeting, shall become effective retroactively to January 1,
1980.

(NK2-BVIP)

<PAGE>   1
                                   AGREEMENT
                                    BETWEEN
                     AMERICAN FINANCIAL CORPORATION ("AFC")
                                      and
                          THE ROBERT D. LINDNER GROUP
                    REGARDING AFC COMMON STOCK ("AGREEMENT")


                                 APRIL 15, 1983


A. OPTION:  AFC grants to the Robert D. Lindner Group an option to purchase up
   to 1,225,000 shares of AFC Common Stock (such number of shares to subject to
   adjustment in the event of stock-splits, stock dividends, combinations of
   shares or recapitalizations, or in the event AFC Common Stock is converted
   or exchanged for other shares or other property as a result of a merger,
   consolidation or sale of assets) on the following terms ("Option"):

  1) DURATION OF OPTION TO PURCHASE SHARES OF AFC COMMON STOCK:  Lifetime of
     Robert D. Lindner, Sr. plus two (2) years.

  2) EXERCISE PRICE OF OPTION STOCK:  $6.65 per share plus $.40 per year from
     the date hereof for each full year, plus a prorated portion of the $.40
     for a partial year.

  3) METHOD OF PAYMENT FOR OPTION STOCK:  At the option of the Robert D.
     Lindner Group, cash and/or AFC Series H Preferred Stock at face value.

B. PUT:  The Robert D. Lindner Group shall have the right to require AFC to
   purchase the Option and/or any or all AFC Common Stock owned by any of them
   at any time, whether such stock was acquired pursuant to this Agreement or
   otherwise ("Put"); provided, however, that during the lifetime of Robert D.
   Lindner, Sr., no member of the Robert D. Lindner Group may exercise the Put
   without the express written consent of Robert D. Lindner, Sr.

  1) DURATION OF PUT:  The Put shall commence with the date of this Agreement
     and continue in perpetuity thereafter.  The number of shares put shall be
     at the election of the Robert D. Lindner Group.

  2) PURCHASE PRICE OF PUT STOCK OR OPTION:  The purchase price of such AFC
     Common Stock shall be the book value of AFC Common Stock (as of the end of
     the latest fiscal  quarter of AFC) as determined in accordance with
     generally accepted accounting principles, except that such book value
     shall be adjusted to reflect all marketable equity securities (including
     those categorized by AFC as "investees") owned by AFC and/or its
<PAGE>   2
subsidiaries at market prices.  The intent herein is to use the AFC Book Value
Incentive Plan computation in existence at this time to determine the adjusted
value per share of AFC for the purpose of determining the price of the Put
Stock.  The purchase price of such Option shall be the book value as calculated
above less the exercise price as defined in A.2 above.

  3) METHOD OF PAYMENT FOR PUT STOCK OR OPTION:  AFC shall pay for any such
     stock or Option 33% in cash and 67% in a five (5) year not secured by the
     Put stock or Option.  Interest on such note shall be at the then current
     market rate.  Market rate is defined as the rate for five (5) year U.S.
     Treasury Note rate plus three hundred basis points.  Such note shall be
     paid in five (5) equal annual installments of principal, together with
     quarterly payments of interest on the unpaid principal balance.

C. CALL:  AFC shall have the right to purchase any and all AFC Common Stock
   owned at anytime by any member of the Robert D. Lindner Group on the
   following terms ("Call"):

  1) DURATION OF CALL:  The Call shall commence with the death of Robert D.
     Lindner, Sr. and continue in perpetuity thereafter, but in no event shall
     the Call commence prior to July 1, 1988.

  2) PURCHASE PRICE OF CALL STOCK:  The purchase price of such AFC Common Stock
     shall be the book value of AFC Common Stock (as of the end of the latest
     fiscal quarter of AFC) as determined in accordance with generally accepted
     accounting principles, except that such book value shall be adjusted to
     reflect all marketable equity securities (including those categorized by
     AFC as "investees") owned by AFC and/or its subsidiaries at market prices.
     The intent herein is to use the AFC Book Value Incentive Plan computation
     in existence at this time to determine the adjusted value per share of AFC
     for the purpose of determining the price of the Call Stock.  For a period
     not to exceed two years beyond the death of Robert D. Lindner, Sr., there
     shall be a floor in the purchase price of the Call equal to $6.65 per
     share plus 10% per year compounded annually from the date hereof.

  3) METHOD OF PAYMENT FOR CALLED STOCK:  AFC shall pay for any such stock 33%
     in cash and 67% in a five (5) year note secured by the Call stock.
     Interest on such note shall be at the then current market rate.  Market
     rate is defined as the five (5) year U.S. Treasury Note rate plus three
     hundred basis points.  Such note shall be paid in five (5) equal annual
     installments of principal, together with quarterly payments of interest on
     the unpaid principal balance.
<PAGE>   3
D. RIGHT OF FIRST REFUSAL:  Upon the execution of this Agreement and for
   perpetuity thereafter, AFC shall have a right of first refusal on any and
   all AFC Common Stock owned by any member of the Robert D. Lindner Group in
   the event any such member desires to sell such shares.  In the event that
   such right is exercised, AFC at its sole election, shall pay for such shares
   either the price set forth in Section C(2) and on the terms set forth in
   Section C(3) of this Agreement or at the same price and on same terms and
   conditions as the offer received by such member of the Robert D. Lindner
   Group.  any proposed sale of AFC Common Stock by any such member shall be
   pursuant to a bona fide written offer delivered to AFC thirty (30) days
   prior to the proposed sale.  AFC must exercise its right of first refusal at
   anytime prior to the fifth day preceding the date of such proposed sale.

  In the event AFC does not exercise its right of first refusal, such proposed
  sale may take place only with respect to such shares, pursuant to the price,
  terms and conditions, and only to such party or parties specified in such
  written offer delivered to AFC.

E. THE ROBERT D. LINDNER GROUP:  The Robert D. Lindner Group consists of the
   undersigned and the transferees permitted under Section F hereof; all stock
   certificates representing AFC Common Stock owned by the undersigned or any
   such transferees shall bear a legend referencing this Agreement.

F. TRANSFERABILITY OF AFC COMMON STOCK OWNED BY THE ROBERT D. LINDNER GROUP:
   Each member of the Robert D. Lindner Group agrees that there shall be no
   transfer (including a transfer resulting from death or by gift) of any AFC
   Common Stock owned by any of them except pursuant to and subject to the
   terms and conditions of this Agreement and upon the condition that any
   transferee shall accept and agree, in writing, to be bound by the terms and
   conditions of this Agreement.  Each member of the Robert D. Lindner Group
   further agrees that there shall be no transfer by gift or donation of any
   AFC Common Stock at anytime, except to a current member of such Group (the
   undersigned) or the direct lineal descendants of any of them who accepts and
   agrees in writing to be bound by the terms and conditions of this Agreement.
   The Option granted pursuant to this Agreement is not transferable or
   assignable, except to current members of the Robert D. Lindner Group (the
   undersigned) or the direct lineal descendants of any of them, or otherwise
   in accordance with the laws of descent and distribution subject to the
   condition that such transferee or assignee is bound by the terms and
   conditions of this Agreement.

G. CONSIDERATION AND BOARD OF DIRECTORS' APPROVAL:  The Robert D. Lindner Group
and AFC acknowledge that each has received valid 

                                  - 3 -
<PAGE>   4
and sufficient consideration for entering into this Agreement, including 
payment by the Robert D. Lindner Group of $100,000 to AFC, receipt of which is 
hereby acknowledged; and AFC has obtained approval of this Agreement by its 
Board of Directors, and a certification of AFC's Board action has been 
delivered to the Robert D. Lindner Group, receipt of which is hereby 
acknowledged.

<TABLE>
<CAPTION>
THIS AGREEMENT shall be binding upon and inure to the benefit of the respective
successors and assigns and heirs and representatives of the undersigned parties
hereto.
<S>                                             <C>
WITNESSES:                                      AMERICAN FINANCIAL CORPORATION

_______________________                         By:_________________________________________________________ 
_______________________                            Carl H. Lindner, President

_______________________
_______________________                         _____________________________________  
                                                 Robert D. Lindner, Sr.

_______________________
_______________________                         _____________________________________  
                                                Betty Lindner for David C. Lindner

_______________________
_______________________                         _____________________________________  
                                                David C. Lindner

_______________________
_______________________                         _____________________________________  
                                                Robert D. Lindner, Jr.

_______________________
_______________________                         _____________________________________  
                                                Paula D. Lindner

_______________________
_______________________                         _____________________________________  
                                                Jeffrey S. Lindner

_______________________
_______________________                         _____________________________________  
                                                Alan Bradford Lindner
</TABLE>
(NK2-OPT.AGR)


<PAGE>   1





       =================================================================

                         AMERICAN FINANCIAL CORPORATION

                           DEFERRED COMPENSATION PLAN


       =================================================================
<PAGE>   2
                         AMERICAN FINANCIAL CORPORATION
                           DEFERRED COMPENSATION PLAN
                             As of January 1, 1989


<TABLE>
<CAPTION>
                                                                                                                                
                                                                                    Page
                                                                                    ----
<S>              <C>                                                                <C>     
ARTICLE I.       ESTABLISHMENT AND PURPOSE                                           1

ARTICLE II.      PARTICIPATION                                                       1

         2.1     Eligibility                                                         1
         2.2     Participation in the Plan                                           1
         2.3     Vesting                                                             2

ARTICLE III.     COMPENSATION ALLOCATED                                              3

         3.1     Deferred Compensation Account                                       3
         3.2     Amount Allocated                                                    3
         3.3     Term of Deferral                                                    4
         3.4     Investment Performance                                              4
         3.5     Statement of Account                                                4

ARTICLE IV.      PAYMENT OF DEFERRED COMPENSATION                                    4

         4.1     Payment After the Expiration Date                                   4
         4.2     Hardship Distribution                                               6
         4.3     Beneficiary Designation and Payment                                 6

ARTICLE V.       GENERAL PROVISIONS                                                  6

         5.1     Employees' Rights Unsecured                                         6
         5.2     Non-Assignability                                                   7
         5.3     Administration                                                      7
         5.4     Amendment and Termination                                           7
         5.5     Construction                                                        7
         5.6     Limitations                                                         7
         5.7     Subsidiaries                                                        7
</TABLE>                                                                       
<PAGE>   3
                         AMERICAN FINANCIAL CORPORATION
                           DEFERRED COMPENSATION PLAN
                             As of January 1, 1989


ARTICLE I.       ESTABLISHMENT AND PURPOSE
- ----------       -------------------------

                          The American Financial Corporation Deferred
                          Compensation Plan ("Plan") was established as of
                          January 1, 1989.  The purpose of the Plan is to
                          enable eligible employees of American Financial
                          Corporation ("AFC"), and certain of its subsidiaries
                          and affiliates (collectively "Employers" and
                          singularly "Employer"), who participate in the AFC
                          Employee Stock Ownership/Retirement Plan ("ESORP") to
                          have an alternative to the ESORP.

                          The Plan is being established by AFC and the other
                          Employers for the benefit of their respective
                          employees.  With respect to employees not directly
                          employed by AFC, AFC's role under the Plan is
                          administrative and the Account (defined in Section
                          3.1) of each employee is the obligation of the direct
                          Employer.

ARTICLE II.      PARTICIPATION
- -----------      -------------

         2.1              ELIGIBILITY.  The individuals who are eligible to
                          participate in the Plan ("Employees" and singularly
                          "Employee") are those officers and other key
                          employees of an Employer who are authorized by the
                          President of AFC to participate in the Plan or have
                          been specifically authorized to participate in the
                          Plan by an employment agreement approved by the
                          President of AFC.

         2.2              PARTICIPATION IN THE PLAN.  An eligible Employee
                          elects, subject to the provisions of the Plan, to
                          participate in the Plan by delivering before
                          September 30 of the current Plan year a properly
                          executed Deferred Compensation Agreement (Appendix I)
                          to the person or committee appointed by the President
                          of AFC who shall be responsible for those functions
                          described in the Plan (the "Administrator").  The
                          Deferred Compensation Agreement shall conform to the
                          terms and conditions of the Plan and shall include an
                          election not to participate in the ESORP.  An
                          Employee's election to participate in the Plan may
                          not be revoked during the Plan year.
<PAGE>   4
                                     - 2 -

         2.3              VESTING.

                          (a)     A participant's interest in his Account
                                  (defined in Section 3.1) shall become vested
                                  and nonforfeitable to the extent of the
                                  following percentages based upon full Years
                                  of Service with an Employer:
<TABLE>
<CAPTION>
                                             Percentage               Percentage
          Year of Service                      Vested                  Forfeited
          <S>                                <C>                      <C>
          Fewer than five years                    0%                    100% 
          At least five years                    100%                      0%
</TABLE>

                                  An Employee forfeits all non-vested rights to
                                  an Account after the Plan year in which a one
                                  year break in service has occurred.

                          (b)     For purposes of vesting, a Year of Service
                                  shall be credited for each Plan year during
                                  which an Employee completes at least 1,000
                                  hours of service.  In addition, each Employee
                                  participating in the Plan shall be credited,
                                  for Service purposes, for his employment with
                                  any subsidiary or affiliate of AFC.

                          (c)     In computing full Years of Service hereunder,
                                  any Employee who has a one year break in
                                  service shall not receive credit for Years of
                                  Service prior to such break until one full
                                  Year of Service has been completed after
                                  return to service.  In addition, Years of
                                  Service by any Employee after any five
                                  consecutive one year breaks in service shall
                                  not be taken into account for purposes of
                                  determining the nonforfeitable percentage of
                                  an Employee's interest derived for
                                  compensation deferred by the Employee which
                                  accrued before such five consecutive one year
                                  breaks in service.

                                  Further, when computing full years of service
                                  hereunder, the Employer shall establish and
                                  maintain a separate account for each Employee
                                  who has incurred a One Year Break in Service
                                  and has subsequently returned to the
                                  employment of an Employer.  The purpose of
                                  maintaining such separate accounts will be to
                                  insure that allocations to any Employee are
                                  properly made to determine the nonforfeitable
                                  percentage of accrued interest in accordance
                                  with the above.
<PAGE>   5
                                     - 3 -

                          (d)     Participation in the Plan will continue until
                                  an Employee terminates his employment as
                                  provided for in Section 3.3 or for as long as
                                  he has an interest in the Plan that has not
                                  been distributed to him or for his benefit.

ARTICLE III.     COMPENSATION ALLOCATED
- ------------     ----------------------

         3.1              DEFERRED COMPENSATION ACCOUNT.  A Deferred
                          Compensation Account ("Account") will be established
                          for each Employee who elects to participate in the
                          Plan.  The Account will be maintained by the
                          Administrator.  All allocations on behalf of an
                          Employee shall be deferred and all increases or
                          decreases in the Account due to investment
                          performance of the ESORP (see section 3.4), all
                          distributions to the Employee or beneficiary  or
                          estate, and any other interest earned on the balance
                          thereof, shall be reflected in the Account.

         3.2              AMOUNT OF ALLOCATION.

                          (a)     The amount allocated to an Employee's Account
                                  shall be deferred and shall be the same
                                  percentage of an Employee's gross income (as
                                  defined in section 61(a) of the Code) paid by
                                  any Employer as would have been allocated to
                                  an Employee's ESORP account up to a maximum
                                  of $30,000, which amount shall be increased
                                  (but not decreased) with respect to
                                  adjustments allowed by Section 415 of the
                                  Internal Revenue Code of 1986 ("Code").

                                  Provided, however, that (i) for the persons
                                  participating in the Plan at its inception,
                                  the initial amount of compensation allocated
                                  and deferred shall include an amount
                                  equivalent to the amount that was allocated
                                  to an Employee's ESORP account for 1987 (as
                                  well as 1988 earnings on that amount) or (ii)
                                  the initial amount of compensation allocated
                                  and deferred shall include an amount
                                  equivalent to the amount that would have been
                                  allocated in an Employee's ESORP account for
                                  the Plan Year prior to participation in this
                                  Plan but for limitations and rules existing
                                  in the Code as of the date hereof.

                          (b)     Allocations under this Plan for any Plan Year
                                  shall be credited to an Employee's Account as
                                  of December 31 of such Plan year.
<PAGE>   6
                                     - 4 -

         3.3              TERM OF DEFERRAL.  The Deferred Compensation
                          Agreement shall provide that all amounts posted to
                          the Account shall be paid upon the earlier of (1)
                          retirement or termination of employment at age 60 or
                          over, (2) death, (3) Total Disability or (4)
                          incurrance of five consecutive one year breaks in
                          service (each referred to hereafter as the
                          "Expiration Date").  Commencing in the first quarter
                          of the year following an Expiration Date, payments
                          from the Account shall be made in accordance with the
                          provisions specified in Section 4.1(a) hereof.

         3.4              INVESTMENT PERFORMANCE.  Each December 31 prior to
                          the Expiration Date, the Employee's Account shall be
                          credited (or charged) with interest at a rate
                          determined by the Treasurer of AFC to be the same
                          rate as earned on accounts under the ESORP
                          (investment income plus or minus "investment
                          performance" under the ESORP) and such determination
                          shall be final, binding and conclusive on all
                          parties.

         3.5              STATEMENT OF ACCOUNT.  A statement of account will be
                          sent to each Employee annually no later than February
                          28 until the complete distribution of the Employee's
                          Account.

ARTICLE IV.      PAYMENT OF DEFERRED COMPENSATION
- -----------      --------------------------------

         4.1              PAYMENT AFTER THE EXPIRATION DATE

                          (a)     Within 90 days following the Expiration Date,
                                  the Employer shall choose payment or
                                  distribution of the Account under one of the
                                  following payment options:

                                  (1)      The Account may be applied to the
                                           purchase of an immediate or deferred
                                           life annuity contract, on the sole
                                           life of the Employee, or jointly on
                                           the lives of the Employee and a
                                           beneficiary named by the Employee.
                                           The annuity contract shall be
                                           purchased from an insurance company
                                           to be determined at the sole
                                           discretion of the Company provided
                                           that such insurance company shall
                                           have a current rating of A+
                                           (Superior) from Bests' Insurance
                                           Reports.

                                  (2)      The Account may be paid out as if
                                           the Employer purchased an immediate
                                           or deferred life annuity contract,
                                           on the
<PAGE>   7
                                     - 5 -

                                        sole life of the Employee, or jointly
                                        on the lives of the Employee and the
                                        beneficiary named by the Employee.
                                        Such payment of the Account shall be
                                        as if the Employer purchased an
                                        annuity contract from an insurance
                                        company to be determined at the sole
                                        discretion of the Employer provided
                                        that such insurance company shall
                                        have a rating of A+ (Superior) from
                                        Bests' Insurance Reports and using
                                        as the interest rate assumption, the
                                        same interest rate as such insurance
                                        company would provide.
                                        
                                  (3)      The Account may be paid forthwith 
                                           in lump sum.

                                  The Employer may take into consideration, but
                                  is not bound by, the Employee's preference as
                                  to the payment options.

                                  The annuity contract provided for in
                                  paragraph 4.1(a)(1) shall provide for, and
                                  payments provided for in paragraph 4.1(a)(2)
                                  shall be made in, equal installments over the
                                  expected life span of Employee which shall be
                                  determined by standard actuarial tables then
                                  in existence.

                          (b)     Within 30 days of the Employer's choice of
                                  payment option, the Employer will purchase
                                  such annuity, begin to make payments or make
                                  the lump sum payment.

                          (c)     Notwithstanding the payment option chosen by
                                  the Employer, after the commencement of
                                  payments from the Account, the Administrator,
                                  at his sole discretion, may accelerate
                                  payment of any amount remaining in the
                                  Account to the extent that the amounts being
                                  paid are not sufficiently large to warrant
                                  the administrative expense then being
                                  incurred to administer such payments.

                          (d)     Any applicable federal, state and local taxes
                                  will be withheld from the gross amounts paid.
                                  Neither the Employee nor any designated
                                  beneficiary shall have any right, directly or
                                  indirectly, to alienate, assign, pledge or in
                                  any way encumber any amount that is payable
                                  from the Account.
<PAGE>   8
                                     - 6 -

         4.2              HARDSHIP DISTRIBUTION.  Distribution of payments from
                          an Employee's Account prior to the Expiration Date
                          shall be made only if the Administrator, after
                          consideration of an application by the Employee,
                          determines that the Employee has sustained financial
                          hardship caused by events beyond the Employee's
                          control.  In such event, the Administrator may, at
                          his sole discretion, direct that all or a portion of
                          the Account be paid to the Employee in such manner,
                          and at such times as determined by the Administrator.

         4.3              BENEFICIARY DESIGNATION AND PAYMENT.

                          (a)     The Employee shall have the right to
                                  designate a beneficiary hereunder and to
                                  change any beneficiary previously designated.
                                  Such designation shall be made by the
                                  Employee delivering to the Administrator a
                                  writing setting forth the name and address of
                                  the person or persons so designated with a
                                  statement by the Employee of the intention
                                  that the person or persons so designated be
                                  the beneficiary or beneficiaries hereunder.
                                  The last-dated and filed beneficiary
                                  designation shall cancel all earlier filed
                                  designations (Appendix II)

                          (b)     In the event of the Employee's death before
                                  or after the commencement of payments from
                                  the Account, then the amount otherwise
                                  payable to the Employee shall be paid to the
                                  designated beneficiary or, if none, to the
                                  estate, which beneficiary or estate shall
                                  have all the rights conferred by Section 4.1
                                  above.

ARTICLE V.       GENERAL PROVISIONS
- ----------       ------------------

         5.1              EMPLOYEE'S RIGHTS UNSECURED.  The right of any
                          Employee to receive payments under the provisions of
                          the Plan shall be an unsecured claim against the
                          general assets of the Employers.  It is not required
                          or intended that the amounts credited to the
                          Employee's Account be segregated on the books of the
                          Company or be held by the Employers in trust for the
                          Employee.  All credits to the Account are for
                          bookkeeping purposes only.

         5.2              NON-ASSIGNABILITY.  The right to receive
                          paymentshereunder shall not be transferable or
                          assignable by an Employee, except by will or by the
                          laws of descent and distribution.  Any other
                          attempted
<PAGE>   9
                                     - 7 -

                          assignment or alienation of payments hereunder shall 
                          be void and of no force or effect.

         5.3              ADMINISTRATION.  The Administrator shall have the
                          authority to adopt rules, regulations and interpret,
                          construe and implement the provisions of the Plan
                          according to the laws of the State of Ohio.

         5.4              AMENDMENT AND TERMINATION.  The Plan may at any time
                          or from time to time be amended or terminated by the
                          Company.  No amendment, modification or termination
                          shall adversely affect the Employee's rights under
                          the Plan.

         5.5              CONSTRUCTION.  The masculine gender, where appearing
                          in this Plan, shall be deemed to also include the
                          feminine and neuter genders.  The singular shall also
                          include the plural where appropriate.

         5.6              LIMITATIONS.  The Plan does not constitute a contract
                          of employment, and participation in the Plan will not
                          give any Employee the right to be retained in the
                          employ of and Employer or any right or claim to any
                          benefit under the terms of the Plan, unless such
                          right or claim has specifically accrued pursuant to
                          the provisions of his Deferred Compensation Agreement
                          with the Employer.  This Plan does not confer the
                          right for an Employee to receive a bonus.

         5.7              SUBSIDIARIES.  Each subsidiary of AFC who employs an
                          Employee shall be obligated to make payments out of
                          an Account in the proportion that such subsidiary's
                          compensation paid to an Employee bears to an
                          Employee's gross income determined under Section
                          3.2(a).  In the event that the any significant
                          subsidiary (as that term is defined in Rule 12b-2 of
                          the Securities Exchange Act of 1934) is disposed of
                          by AFC or any of AFC's direct or indirect
                          subsidiaries in any manner, other than liquidation or
                          dissolution, then, at the time of disposition, such
                          significant subsidiary will guarantee payment of each
                          Employee's Account in the same percentage of each
                          Employee's Account as such significant subsidiary's
                          total assets are to AFC's total assets on a
                          consolidated basis.  The guarantee shall remain in
                          effect as long as any Account outstanding at the time
                          of such disposition remains outstanding.
<PAGE>   10



                                   APPENDIX I
                                   ----------

                            PARTICIPATION AGREEMENT
                            -----------------------


American Financial Corporation
One East Fourth Street
Cincinnati, Ohio  45202

Attention:  Secretary

Gentlemen:

         I am in receipt of the American Financial Corporation Deferred
Compensation Plan (the "Plan"), as adopted by the Board of Directors of
American Financial Corporation.  I have read and reviewed the Plan, and I
hereby elect to participate in the Plan and agree to be bound by and fully
comply with the terms and conditions of the Plan.  I acknowledge that my
election to participate in the Plan means that I am not going to participate,
beginning January 1, 1989 and forward, in the American Financial Corporation
Employee Stock Ownership/Retirement Plan.

         I acknowledge that it is my obligation to notify the Plan
Administrator in writing by December 1 of any year in the event I wish to
terminate participation in the Plan for the following Plan Year and re-activate
participation in the American Financial Corporation Employee Stock
Ownership/Retirement Plan.

         I hereby acknowledge that I am not relying on any tax advice given to
me by American Financial Corporation or by any affiliate, employee, contractee,
agent, director or officer thereof regarding federal or state income or estate
tax consequences arising to me or my estate, heirs or devisees as a result of
my participation in the Plan.  I further hereby acknowledge that I have been
advised to consult with my own tax advisors regarding any such tax consequences
to me.

Very truly yours,

Employee                                   Spouse

                                                                           
- ---------------------------------          --------------------------------    
Signature                                  Signature

                                                                          
- ---------------------------------          -------------------------------
Name typed or printed                      Name typed or printed

S.S. No.                                   S.S. No.                       
        -------------------------                  -----------------------

Date:                                      Date:                          
     ----------------------------               --------------------------
<PAGE>   11
                                  APPENDIX II
                                  -----------

                           DESIGNATION OF BENEFICIARY
                         TO DEFERRED COMPENSATION PLAN
                         -----------------------------


TO:      The Board of Directors
         American Financial Corporation

         I hereby direct that upon my death any payments remaining to be paid
in accordance with the Deferred Compensation Plan between the undersigned and
American Financial Corporation shall be paid to the following person(s):

         (A)     PRIMARY BENEFICIARY

                 Name:                                                      
                                    ------------------------------------------
                 Address:                                           
                                    ------------------------------------------

                                    ------------------------------------------
                 Date of Birth:                                                
                                    ------------------------------------------
                 Telephone Number:                                             
                                    ------------------------------------------
                 Relationship:                                      
                                    ------------------------------------------
                 Social Security #:
                                    ------------------------------------------

         (B)     Alternative Beneficiary (in the event of the death or
non-existence of the Primary Beneficiary listed above):

                 Name:                                                      
                                    ------------------------------------------
                 Address:                                           
                                    ------------------------------------------

                                    ------------------------------------------
                 Date of Birth:                                                
                                    ------------------------------------------
                 Telephone Number:                                             
                                    ------------------------------------------
                 Relationship:                                      
                                    ------------------------------------------
                 Social Security #:
                                    ------------------------------------------

         The undersigned hereby reserves the right to change the beneficiary or
beneficiaries designated herein at any time by filing in writing a new
Designation of Beneficiary form with the Board of Directors of the Company.

WITNESS:

                                                                               
- ------------------------------    --------------------------------             
                                  Employee

                                  Date:                          
                                        --------------------------

                               ACKNOWLEDGEMENT
                               ---------------
                                      
                                  AMERICAN FINANCIAL CORPORATION

Date:                             By:                            
     --------------------------      -----------------------------

<PAGE>   1
                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>
                                                                               Year Ended December 31,                
                                                             ---------------------------------------------------------
                                                                 1994        1993         1992        1991        1990
                                                                 ----        ----         ----        ----        ----
<S>                                                          <C>         <C>        <C>           <C>         <C>
Pretax income (loss) excluding discontinued operations       $ 26,376    $257,426   ($144,854)    $118,710    $ 77,450
Minority interest in subsidiaries having fixed charges(*)       8,565      34,800       37,685      44,369      15,779
Less undistributed equity in losses
  (earnings) of investees                                      49,010     (25,067)     376,020       5,817     (28,362)
Fixed charges:
  Interest expense                                            114,803     153,836      212,150     245,757     353,220
  Debt discount and expense                                     1,240       5,273        4,698       6,961       9,273
  One-third of rentals                                          5,119       5,801       16,341      45,286      74,166
                                                             --------    --------     --------    --------    --------

      EARNINGS                                               $205,113    $432,069     $502,040    $466,900    $501,526
                                                             ========    ========     ========    ========    ========


Fixed charges:
  Interest expense                                           $114,803    $153,836     $212,150    $245,757    $353,220
  Debt discount and expense                                     1,240       5,273        4,698       6,961       9,273
  One-third of rentals                                          5,119       5,801       16,341      45,286      74,166
  Pretax preferred dividend requirements of subsidiaries         -           -            -            598       2,913
  Capitalized interest                                           -           -            -          5,495       8,423
                                                             --------    --------     --------    --------    --------

      FIXED CHARGES                                          $121,162    $164,910     $233,189    $304,097    $447,995
                                                             ========    ========     ========    ========    ========


Fixed charges and preferred dividends:
  Fixed charges - per above                                  $121,162    $164,910     $233,189    $304,097    $447,995
  Preferred dividends                                          25,709      26,122       26,218      24,899      24,180
                                                             --------    --------     --------    --------    --------

      FIXED CHARGES AND PREFERRED DIVIDENDS                  $146,871    $191,032     $259,407    $328,996    $472,175
                                                             ========    ========     ========    ========    ========




Ratio of Earnings to Fixed Charges                               1.69        2.62         2.15        1.54        1.12
                                                                 ====        ====         ====        ====        ====


Earnings in excess of Fixed Charges                          $ 83,951    $267,159     $268,851    $162,803    $ 53,531
                                                             ========    ========     ========    ========    ========



Ratio of Earnings to Fixed
  Charges and Preferred Dividends                                1.40        2.26         1.94        1.42        1.06
                                                                 ====        ====         ====        ====        ====


Earnings in excess of Fixed
  Charges and Preferred Dividends                            $ 58,242    $241,037     $242,633    $137,904    $ 29,351
                                                             ========    ========     ========    ========    ========
</TABLE>


(*)  Amounts include preferred dividends of subsidiaries.




                                     E-2

<PAGE>   1
                         AMERICAN FINANCIAL CORPORATION

                  EXHIBIT 21 - SUBSIDIARIES OF THE REGISTRANT


     The following is a list of subsidiaries of AFC at December 31, 1994.  All
corporations are subsidiaries of AFC and, if indented, subsidiaries of the
company under which they are listed.

<TABLE>
<CAPTION>
                                                                                                   Percentage of
                                                                            State of               Common Equity
Name of Company                                                           Incorporation              Ownership  
- ---------------                                                           -------------            -------------
<S>                                                                          <C>                          <C>
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
</TABLE>


      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.





                                     E-3

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AMERICAN
FINANCIAL CORPORATION 10-K FOR DECEMBER 31, 1994 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                         171,335
<SECURITIES>                                 7,533,629<F1>
<RECEIVABLES>                                  363,156
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              10,550,051
<CURRENT-LIABILITIES>                                0
<BONDS>                                      1,106,747
<COMMON>                                           904
                            2,880
                                    168,484
<OTHER-SE>                                     226,595
<TOTAL-LIABILITY-AND-EQUITY>                10,550,051
<SALES>                                              0
<TOTAL-REVENUES>                             2,102,780
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               251,913
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             115,162
<INCOME-PRETAX>                                 43,568
<INCOME-TAX>                                    24,650
<INCOME-CONTINUING>                             18,918
<DISCONTINUED>                                       0
<EXTRAORDINARY>                               (16,818)
<CHANGES>                                            0
<NET-INCOME>                                     2,100
<EPS-PRIMARY>                                        0<F2>
<EPS-DILUTED>                                        0<F2>
<FN>
<F1>Includes an investment in investees of $833 million.
<F2>Not applicable since all common shares are privately owned.
</FN>
        

</TABLE>

<PAGE>   1
                         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):


          Schedule P - Part 1 Summary - col. 33                         $1,843 
                                                                        ------
                                      - col. 34                            363
                                                                        
          Statutory Loss and Loss Adjustment Expense Reserves           $2,206 
                                                                        ======



B.  UNCONSOLIDATED SUBSIDIARIES
                                                                        None



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

          Information for American Premier Underwriters, Inc. for 1994 is not
          included since that company files such information with the
          Commission as a registrant in its own right.


                                     E-4
<PAGE>   2


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.
     PART 5 - HISTORY OF CLAIMS.
     PART 6 - HISTORY OF PREMIUMS EARNED.
     SCHEDULE P INTERROGATORIES.
2.  LINES OF BUSINESS A THROUGH M, R & S 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)

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      79,346      40,330      21,505
02 1985    1,509,839     224,578   1,285,261   1,166,797     253,039      99,316
03 1986    1,888,343     378,875   1,509,468     855,987     156,875      78,935
04 1987    1,768,580     331,483   1,437,096     790,962     144,953      75,887
05 1988    1,656,831     275,788   1,381,043     820,536     138,153      65,585
06 1989    1,500,634     230,748   1,269,892     818,139     125,513      61,971
07 1990    1,575,065     236,407   1,338,657     849,155     151,617      60,895
08 1991    1,526,793     298,154   1,228,639     700,731     137,660      53,005
09 1992    1,580,180     359,693   1,220,486     723,601     185,827      44,507
10 1993    1,729,300     486,861   1,242,439     591,389     165,626      31,133
11 1994    2,080,910     704,623   1,376,287     545,706     216,157      19,712
12 TOTAL         XXX         XXX         XXX   7,942,349   1,715,759     612,452

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       9,130         445       2,022      53,412         XXX     329,679
02 1985       28,806      32,459      77,349   1,061,624         XXX      34,894
03 1986       18,232      24,477      68,120     827,948         XXX      20,844
04 1987       20,521      24,475      64,487     765,862         XXX      35,236
05 1988        7,703      26,293      64,142     804,413         XXX      75,044
06 1989        7,215      23,521      66,834     814,205         XXX      43,331
07 1990        4,097      23,194      63,755     818,092         XXX      67,272
08 1991        8,437      17,328      54,427     662,069         XXX      71,917
09 1992       10,446      16,990      55,649     627,476         XXX     112,537
10 1993        8,196      15,428      48,862     497,570         XXX     174,512
11 1994        8,837       8,399      40,277     380,693         XXX     384,377
12 TOTAL     131,614     213,014     605,931   7,313,359         XXX   1,349,634
<PAGE>   3
    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     126,135     234,610     127,256      27,075       9,369      28,079
02 1985       18,412      20,715       6,574       3,123       1,027       4,164
03 1986        4,489      20,304       5,518       2,379         345       3,831
04 1987       16,961      25,072      16,329       3,718       1,613       2,969
05 1988       30,360      33,901       9,841       7,657         272       8,963
06 1989        4,992      43,410      13,655       6,115         592       8,971
07 1990       15,049      77,091      20,992      12,049       2,151      15,483
08 1991       10,643     103,549      23,334      12,693       1,871      18,229
09 1992       29,273     167,375      39,200      19,126       4,190      20,665
10 1993       38,507     263,404      74,281      27,243       5,209      30,867
11 1994      142,735     388,085      93,497      54,693      19,269      50,856
12 TOTAL     437,550   1,377,513     430,464     175,869      45,916     193,067

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      10,787           0      15,342     361,237         XXX         XXX
02 1985        1,427           0       2,663      38,118         XXX   1,411,841
03 1986        1,443           0       2,844      38,407         XXX   1,055,965
04 1987        1,384         626       1,562      32,261         XXX   1,002,131
05 1988        3,159       1,869       2,023      83,954         XXX   1,083,750
06 1989        3,666       2,460       3,852      82,766         XXX   1,056,441
07 1990        5,457       3,637       6,879     135,125         XXX   1,157,302
08 1991        6,902       4,224       8,653     172,299         XXX   1,028,621
09 1992        8,026       6,203      12,082     251,088         XXX   1,163,079
10 1993       11,629       8,165      17,128     383,535         XXX   1,193,303
11 1994       12,677      15,686      34,001     643,826         XXX   1,526,352
12 TOTAL      66,564      42,870     107,036   2,222,624         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      16,325
02 1985      312,101   1,099,740      93.509     138.972      85.565           0
03 1986      189,611     866,354      55.920      50.046      57.395           0
04 1987      204,007     798,124      56.663      61.544      55.537           0
05 1988      195,384     888,366      65.411      70.846      64.326           0
06 1989      159,471     896,970      70.400      69.110      70.634           0
07 1990      204,086     953,216      73.476      86.328      71.207           0
08 1991      194,258     834,363      67.371      65.154      67.910           0
09 1992      284,514     878,565      73.604      79.099      71.985           0
10 1993      312,191     881,112      69.005      64.123      70.918           0
11 1994      501,834   1,024,518      73.350      71.220      74.441           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX      16,325
<PAGE>   4
    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     294,581      50,339
02 1985            0        .000      30,629       7,489
03 1986            0        .000      31,140       7,266
04 1987            0        .000      27,018       5,244
05 1988            0        .000      68,742      15,162
06 1989            0        .000      68,086      14,722
07 1990            0        .000     108,322      26,810
08 1991            0        .000     141,498      30,801
09 1992            0        .000     211,438      39,650
10 1993            0        .000     325,128      58,407
11 1994            0        .000     536,223     107,603
12 TOTAL           0         XXX   1,842,805     363,493

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          24          -5           5
02 1985      111,576       3,143     108,433      74,472       1,797       2,211
03 1986       97,549       4,075      93,474      51,294         867       1,582
04 1987       82,482       3,756      78,726      41,005       1,096       1,149
05 1988       81,107       3,461      77,646      44,615       1,120         960
06 1989       85,239       3,338      81,901      65,603       6,352       1,954
07 1990       94,463       3,379      91,084      53,777       1,480       3,158
08 1991      101,629       4,040      97,589      61,699       1,751       3,008
09 1992       96,387       5,042      91,345      50,318       1,968       2,154
10 1993       91,769       6,576      85,193      52,591       3,034       1,647
11 1994       98,865      14,070      84,795      46,930       4,578         832
12 TOTAL         XXX         XXX         XXX     542,328      24,038      18,660

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           5           1          35         XXX       1,324
02 1985          118         853       5,326      80,094      44,004          38
03 1986           54       1,024       4,494      56,449      30,344           0
04 1987           34         659       4,113      45,137      21,682          57
05 1988           15         606       3,166      47,606      20,523         234
06 1989           23         680       4,071      65,253      28,589         234
07 1990            0       1,360       3,032      58,487      23,068         425
08 1991            0         908       3,210      66,166      26,545       1,093
09 1992            3         370       3,807      54,308      20,572       2,294
10 1993           47         234       4,997      56,154      22,315       2,964
11 1994           59         227       4,105      47,230      26,644       7,181
12 TOTAL         353       6,926      40,322     576,919         XXX      15,844
<PAGE>   5
    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          35         243           5           1           0           0
02 1985            0           8           0           8           0           0
03 1986            0          12           0           0           0           0
04 1987            0          -4           0           3           0           0
05 1988            0          -8          -1          26           0           0
06 1989            0         -34          -2          28           0           0
07 1990            0        -123          -6          45           0           0
08 1991            0        -152          -6         122           0           0
09 1992           73        -134           2         297           0           0
10 1993            5         722          72         349           0         120
11 1994          281       9,975         737         875          33       1,090
12 TOTAL         394      10,505         801       1,754          33       1,210

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          22       1,549          23         XXX
02 1985            0           0           1          56           2      82,150
03 1986            0           0           0          12           0      57,472
04 1987            0           4           8          65           2      46,407
05 1988            0           9          19         270           6      49,062
06 1989            0          33          16         245          12      71,968
07 1990            0         119          28         383          20      60,492
08 1991            0         149          75       1,145          56      69,199
09 1992            0         203         128       2,515          75      59,032
10 1993           11         280         266       4,331         147      63,872
11 1994           62         465       1,278      19,286       1,715      72,628
12 TOTAL          73       1,262       1,841      29,857       2,058         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         584
02 1985        2,001      80,149      73.626      63.665      73.915           0
03 1986        1,011      56,461      58.916      24.809      60.402           0
04 1987        1,205      45,202      56.263      32.082      57.416           0
05 1988        1,187      47,875      60.490      34.296      61.658           0
06 1989        6,468      65,500      84.430     193.768      79.974           0
07 1990        1,632      58,860      64.037      48.298      64.621           0
08 1991        1,888      67,311      68.089      46.732      68.973           0
09 1992        2,209      56,823      61.244      43.811      62.207           0
10 1993        3,394      60,478      69.600      51.611      70.989           0
11 1994        6,113      66,515      73.461      43.447      78.442           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX         584
<PAGE>   6
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         943          23
02 1985            0        .000          46           9
03 1986            0        .000          12           0
04 1987            0        .000          54          11
05 1988            0        .000         226          44
06 1989            0        .000         202          43
07 1990            0        .000         308          73
08 1991            0        .000         948         198
09 1992            0        .000       2,083         425
10 1993            0        .000       3,609         729
11 1994            0        .000      16,138       3,148
12 TOTAL           0         XXX      24,569       4,703

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         868         161          11
02 1985      172,418       6,217     166,201     157,338       6,469       7,329
03 1986      173,992       8,428     165,564     130,305       6,836       5,911
04 1987      148,109      13,393     134,716     103,435       5,857       4,169
05 1988      157,205      13,338     143,867     116,533      13,923       4,570
06 1989      163,451       6,208     157,243     118,495       6,010       5,213
07 1990      195,604       6,178     189,426     138,855       6,118       8,057
08 1991      175,298      41,974     133,324     104,934      22,187       4,180
09 1992      209,845      45,450     164,395     110,681      20,613       3,455
10 1993      256,546      75,492     181,054     112,303      34,551       3,523
11 1994      366,877     170,599     196,278     117,356      69,041       4,189
12 TOTAL         XXX         XXX         XXX   1,211,108     191,769      50,608

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           2           3          27         745         XXX       3,656
02 1985          327       2,664      10,030     167,901      73,368         328
03 1986          244       1,971       9,643     138,779      60,262         112
04 1987           90       1,711       9,897     111,554      53,355         465
05 1988          342       2,094      10,288     117,126      42,545         263
06 1989           77       2,261      11,124     128,745      48,695       1,419
07 1990          451       2,387      12,716     153,059      53,333       3,184
08 1991        1,257       1,968       6,415      92,085      37,298       3,730
09 1992        1,378       2,344       7,612      99,757      37,311       9,391
10 1993        2,038       1,956       9,794      89,031      43,748      23,072
11 1994        3,605       1,009       7,896      56,795      51,559      85,373
12 TOTAL       9,813      20,360      95,448   1,155,581         XXX     131,001
<PAGE>   7
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         297         838           0          36          26           0
02 1985          281           1           0          65          63           0
03 1986           25        -560           0           5           1           0
04 1987            4        -113           0          56           0           0
05 1988            5        -166          -1           9           2           0
06 1989           50         -93          -1          61           7           5
07 1990          155       4,075          -1         257          45          11
08 1991          225       1,630         186         273          60         220
09 1992          296       8,860         926         595          40         874
10 1993        2,028      18,208       1,183       1,636         253         775
11 1994       40,225      52,416      16,564      11,594       8,106       2,138
12 TOTAL      43,597      85,089      18,856      14,594       8,605       4,023

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          31       4,232          27         XXX
02 1985            0           0           2          53           5     175,755
03 1986            0           0           0        -462           7     146,148
04 1987            0           9          17         421           9     118,565
05 1988            0          20           3         102           8     132,149
06 1989            0          54          49       1,385          41     137,123
07 1990            0         102         175       7,503         102     168,083
08 1991           11         247         425       5,796         203     122,574
09 1992           57         637       1,464      19,872         469     143,412
10 1993          115       1,442       1,815      41,922       2,118     171,609
11 1994          237       2,530       5,790      92,172       9,359     287,796
12 TOTAL         419       5,049       9,778     173,002      12,348         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       1,150
02 1985        7,801     167,954     101.935     125.478     101.054           0
03 1986        7,832     138,316      83.996      92.928      83.542           0
04 1987        6,607     111,958      80.052      49.331      83.106           0
05 1988       14,900     117,249      84.061     111.710      81.498           0
06 1989        6,993     130,130      83.892     112.644      82.757           0
07 1990        7,536     160,547      85.930     121.981      84.754           0
08 1991       24,688      97,886      69.923      58.817      73.419           0
09 1992       23,792     119,620      68.341      52.347      72.763           0
10 1993       40,664     130,945      66.892      53.865      72.323           0
11 1994      138,817     148,979      78.444      81.370      75.902           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX       1,150
<PAGE>   8
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       3,040          41
02 1985            0        .000          47           4
03 1986            0        .000        -465           3
04 1987            0        .000         347          74
05 1988            0        .000          92           9
06 1989            0        .000       1,277         108
07 1990            0        .000       7,105         398
08 1991            0        .000       4,949         854
09 1992            0        .000      17,029       2,843
10 1993            0        .000      38,069       3,860
11 1994            0        .000      80,993      11,178
12 TOTAL           0         XXX     152,483      19,372

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        -237         790         279
02 1985      134,204      21,351     112,854     118,234      23,185       9,713
03 1986      195,936      44,713     151,217     101,087      14,339       8,618
04 1987      184,858      32,154     152,703      94,014       8,777       6,506
05 1988      168,550      17,643     150,901     100,752      11,298      11,249
06 1989      162,200      14,008     148,192     112,074      16,054      12,324
07 1990      160,763      25,728     135,027      96,390      16,271       9,869
08 1991      144,347      27,913     116,435      64,085      10,582       6,338
09 1992      168,696      58,675     110,020      64,210      21,600       7,353
10 1993      180,224      62,671     117,554      42,910      14,118       5,168
11 1994      190,522      67,646     122,876      19,579       4,986       2,053
12 TOTAL         XXX         XXX         XXX     813,098     141,993      79,471

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         171           3          66        -847         XXX      11,284
02 1985        1,103         616       7,380     111,033      30,133         408
03 1986        1,017         543       8,743     103,092      20,272         468
04 1987          774         533       9,530     100,505      19,433         449
05 1988        1,736       1,254      10,204     109,164      20,678       2,469
06 1989        2,125         713      10,657     116,875      20,496       2,274
07 1990        1,742         723       9,558      97,802      17,793       8,754
08 1991        1,040         465       7,164      65,959      15,316      11,546
09 1992        3,204         430       6,526      53,292      15,015      21,487
10 1993        2,090         313       4,918      36,787      19,193      43,892
11 1994          859         180       3,565      19,358      19,204      57,489
12 TOTAL      15,870       5,780      78,307     813,014         XXX     160,526
<PAGE>   9
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       2,009       1,022         548          80          35         139
02 1985          195         298         179           7           1         215
03 1986          173       2,076         655          73           7         312
04 1987           21         976         590          65           4         343
05 1988        1,162         988         844         376          52         187
06 1989          622       3,875       2,028       1,066         130         740
07 1990        4,508       9,193       4,259       1,674         324       1,390
08 1991        4,446      18,638       5,246       2,167         771       2,996
09 1992        8,757      30,518      11,386       2,521         819       3,900
10 1993       15,708      36,645      11,863       5,174       1,464       3,658
11 1994       26,384      47,607      15,212       5,973       2,059       5,737
12 TOTAL      63,978     151,841      52,805      19,176       5,673      19,619

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          85           0         107       9,954          69         XXX
02 1985          184           0          -7         363           5     136,359
03 1986          236           0          12       1,878           2     121,519
04 1987          222           2           8       1,004          10     112,078
05 1988          123           9          82       1,922          32     126,539
06 1989          383          86         293       5,083          62     143,667
07 1990          821         104         706      11,812         119     137,959
08 1991        1,781         111         868      23,964         276     114,228
09 1992        1,727         129       1,702      37,438         553     139,105
10 1993        1,956         209       2,167      60,552       1,685     145,217
11 1994        2,192         338       4,398      75,357       4,624     147,127
12 TOTAL       9,708         994      10,342     229,336       7,437         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       5,021
02 1985       24,964     111,395     101.606     116.922      98.707           0
03 1986       16,557     104,962      62.020      37.029      69.412           0
04 1987       10,570     101,508      60.629      32.873      66.474           0
05 1988       15,447     111,092      75.075      87.553      73.619           0
06 1989       21,709     121,958      88.574     154.976      82.297           0
07 1990       28,343     109,616      85.815     110.164      81.181           0
08 1991       24,305      89,923      79.134      87.074      77.230           0
09 1992       48,375      90,730      82.459      82.446      82.467           0
10 1993       47,874      97,343      80.576      76.389      82.807           0
11 1994       52,412      94,715      77.223      77.480      77.082           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX       5,021
<PAGE>   10
    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       4,726         207
02 1985            0        .000         333          30
03 1986            0        .000       1,716         154
04 1987            0        .000         813         191
05 1988            0        .000       1,451         471
06 1989            0        .000       3,498       1,586
07 1990            0        .000       9,187       2,626
08 1991            0        .000      20,491       3,473
09 1992            0        .000      31,861       5,576
10 1993            0        .000      52,973       7,579
11 1994            0        .000      63,500      11,857
12 TOTAL           0         XXX     190,549      33,750

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      22,981       9,532       2,284
02 1985      244,146      14,019     230,127     219,420       9,656       8,054
03 1986      237,728      16,309     221,419     160,372       6,573       5,865
04 1987      199,228      15,758     183,463     145,059       7,046       5,050
05 1988      248,331      30,466     217,865     165,145       9,190       6,264
06 1989      198,860      14,017     184,836     144,066       9,896       5,821
07 1990      178,732      17,915     160,817     130,700      14,767       5,450
08 1991      181,465      34,577     146,888     102,326      15,028       4,954
09 1992      176,694      42,915     133,778      81,080      18,411       4,125
10 1993      154,386      43,651     110,735      43,045      12,879       1,863
11 1994      151,189      30,794     120,395      14,676       4,111         332
12 TOTAL         XXX         XXX         XXX   1,228,868     117,090      50,074

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       1,389         130       1,293      15,632         XXX     145,276
02 1985          595       4,183      16,715     233,931      71,344      11,132
03 1986          494       3,287      13,127     172,296      48,919       9,117
04 1987          397       3,403      10,825     153,491      44,015       8,941
05 1988          425       3,396      11,465     173,259      43,898      61,422
06 1989          629       2,509      10,049     149,411      32,694      20,809
07 1990          848       2,508       7,914     128,454      28,292      17,373
08 1991        1,363       1,064       9,361     100,257      23,368      21,723
09 1992        1,545         538       8,972      74,220      21,281      24,348
10 1993          666          78       7,435      38,799      16,522      24,670
11 1994           76           6       4,233      15,054      12,053      17,698
12 TOTAL       8,433      21,108     101,390   1,254,811         XXX     362,507
<PAGE>   11
    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      65,829      27,312      10,894       5,351       2,602          29
02 1985        1,623       1,786          81         462          84          70
03 1986          776       1,763          81         383          38          37
04 1987          385       2,627         -35         464          29           0
05 1988       27,070       2,717          20       4,780          81          78
06 1989          909       6,284         621         860          64          70
07 1990        2,322       8,077         911         978         156         292
08 1991        3,106      13,682       2,756       1,100         233         501
09 1992        6,567      22,236       6,647       1,339         499         247
10 1993        5,854      30,954       9,500       1,185         449       1,407
11 1994        3,735      59,195       6,337       1,178         286       6,551
12 TOTAL     118,170     176,624      37,821      18,085       4,535       9,296

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          27           0       3,401     102,010       1,989         XXX
02 1985           65           0       1,008      12,612         162     259,036
03 1986           34           0         934      11,304         118     192,007
04 1987            0         448         412      12,064         140     173,718
05 1988            9         833         578      42,387         230     257,155
06 1989           46       1,113       1,453      27,841         264     189,861
07 1990          104       1,968       1,929      25,157         383     173,239
08 1991          255       1,750       2,072      32,727         539     156,668
09 1992          577       1,796       3,065      36,943         784     147,115
10 1993          785       1,185       4,278      45,908         937     116,859
11 1994          559       1,758       4,164      77,876       1,434     109,344
12 TOTAL       2,454      10,851      23,302     426,836       7,019         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         567
02 1985       12,493     246,543     106.099      89.115     107.133           0
03 1986        8,406     183,601      80.768      51.542      82.920           0
04 1987        8,165     165,553      87.196      51.815      90.238           0
05 1988       41,501     215,654     103.553     136.221      98.985           0
06 1989       12,610     177,251      95.475      89.962      95.896           0
07 1990       19,627     153,612      96.927     109.556      95.520           0
08 1991       23,690     132,978      86.335      68.514      90.530           0
09 1992       35,951     111,164      83.260      83.773      83.096           0
10 1993       32,154      84,705      75.693      73.662      76.493           0
11 1994       16,415      92,929      72.323      53.306      77.187           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX         567
<PAGE>   12
    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      95,299       6,144
02 1985            0        .000      11,214       1,399
03 1986            0        .000      10,022       1,289
04 1987            0        .000      11,209         854
05 1988            0        .000      37,040       5,346
06 1989            0        .000      25,570       2,272
07 1990            0        .000      22,225       2,940
08 1991            0        .000      29,543       3,184
09 1992            0        .000      33,368       3,574
10 1993            0        .000      40,271       5,644
11 1994            0        .000      66,821      11,055
12 TOTAL           0         XXX     382,582      43,701

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       3,376         872       1,418
02 1985      241,638      19,954     221,684     148,480      13,647      20,974
03 1986      240,615      29,956     210,659      76,087       6,427      16,766
04 1987      245,686      27,956     217,730      87,338       9,072      14,501
05 1988      244,677      22,603     222,066     101,712       7,620      16,338
06 1989      227,933      21,835     206,098     107,201      12,854      15,453
07 1990      242,665      20,707     221,958     109,806       7,746      16,353
08 1991      234,914      21,560     213,354     111,797      11,751      15,269
09 1992      211,141      23,519     187,622     103,117      16,125      10,687
10 1993      196,490      25,468     171,022      56,519       6,511       5,565
11 1994      223,458      37,281     186,177      49,953       5,885       2,869
12 TOTAL         XXX         XXX         XXX     955,394      98,518     136,200

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         172          56          78       3,834         XXX       4,875
02 1985        2,700       5,947      13,083     166,190      24,542       1,063
03 1986        1,772       2,344       7,582      92,236      14,827       1,783
04 1987        1,027       1,877       7,545      99,285      13,433       1,510
05 1988          858       5,783       7,826     117,391      14,869       4,593
06 1989        1,316       3,670       7,562     116,046      16,705       7,589
07 1990          990       2,515       8,117     125,540      16,872       9,977
08 1991        1,353       1,942       9,708     123,670      16,276      12,692
09 1992          651       1,924       9,417     106,445      14,718      21,864
10 1993          399         745       7,351      62,525      14,083      20,242
11 1994          277         208       4,518      51,178      12,765      35,083
12 TOTAL      11,509      27,004      82,787   1,064,347         XXX     121,271
<PAGE>   13
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         102       7,106         140       1,161          25       2,133
02 1985           25       2,618         233         347           8         215
03 1986           36         912          29         587          12         158
04 1987            2         303          -4         492           1         107
05 1988         -368          17        -152       1,511           4         332
06 1989           75       1,453          49       2,489          25         785
07 1990          489      10,052         874       3,274         164       3,643
08 1991          441      13,871       1,528       4,170         145       5,004
09 1992        2,321      14,450       1,510       7,131         704       5,582
10 1993        2,124      26,843       3,587       6,623         697       9,454
11 1994        4,818      32,963       3,030      11,130       1,351      11,330
12 TOTAL      10,065     110,588      10,824      38,915       3,136      38,743

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          53           0         948      15,904         131         XXX
02 1985           65           0         153       4,072          52     187,395
03 1986            9           0         163       3,516          48     104,250
04 1987            6          57         129       2,543          40     111,844
05 1988           37         791         389       7,321          71     132,269
06 1989           84         764         716      12,799         171     142,957
07 1990          358         813       1,770      26,824         232     163,044
08 1991          609       1,048       2,351      35,364         451     174,900
09 1992          714       1,896       2,980      46,772         694     175,609
10 1993        1,315       1,546       4,105      59,542       1,153     137,533
11 1994        1,019       1,852       5,739      86,033       2,634     155,093
12 TOTAL       4,269       8,767      19,443     300,690       5,677         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         468
02 1985       17,133     170,262      77.551      85.862      76.803           0
03 1986        8,507      95,743      43.326      28.398      45.449           0
04 1987       10,015     101,829      45.523      35.824      46.768           0
05 1988        7,558     124,711      54.059      33.438      56.159           0
06 1989       14,118     128,839      62.718      64.657      62.513           0
07 1990       10,681     152,363      67.188      51.581      68.644           0
08 1991       15,859     159,041      74.452      73.557      74.543           0
09 1992       22,393     153,216      83.171      95.212      81.662           0
10 1993       15,460     122,073      69.994      60.703      71.378           0
11 1994       17,883     137,210      69.405      47.968      73.698           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX         468
<PAGE>   14
    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      11,270       4,166
02 1985            0        .000       3,424         648
03 1986            0        .000       2,629         887
04 1987            0        .000       1,816         727
05 1988            0        .000       5,129       2,192
06 1989            0        .000       8,918       3,881
07 1990            0        .000      18,667       8,157
08 1991            0        .000      24,594      10,777
09 1992            0        .000      32,483      14,283
10 1993            0        .000      41,373      18,169
11 1994            0        .000      60,198      25,835
12 TOTAL           0         XXX     210,501      89,722

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         268          66           0
02 1985          107          78          29           0          -1           0
03 1986            8           0           8           0           0           0
04 1987            0           0           0           0          13           0
05 1988            0           0           0           0           0           0
06 1989            0           0           0           0           0           0
07 1990            0           0           0           0           1           0
08 1991            0           0           0           0           0           0
09 1992            0           0           0           0           1           0
10 1993            0           0           0           0           0           0
11 1994            0           0           0           0           0           0
12 TOTAL         XXX         XXX         XXX         268          80           0
<PAGE>   15
    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          -4         198         XXX       2,361
02 1985            0           0           1           2           0           0
03 1986            0           0           0           0           0           0
04 1987            0           0           0         -13           0           0
05 1988            0           0           1           0           0           0
06 1989            0           0           5           5           0           0
07 1990            0           0           0           0           0           0
08 1991            0           0           0           0           0           0
09 1992            0           0           0          -1           0           0
10 1993            0           0           0           0           0           0
11 1994            0           0          -4          -4           0           0
12 TOTAL           0           0           0         188         XXX       2,361

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           1       1,385           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986            0           0           0           0           0           0
04 1987            0           0           0           0           0           0
05 1988            0           0           0           0           0           0
06 1989            0           0           0           0           0           0
07 1990            0           0           0           0           0           0
08 1991            0           0           0           0           0           0
09 1992            0           0           0           0           0           0
10 1993            0           0           0           0           0           0
11 1994            0           0           0           0           0           0
12 TOTAL           1       1,385           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       3,751           3         XXX
02 1985            0           0           0           0           0           1
03 1986            0           0           0           0           0           0
04 1987            0           0           0           0           0           0
05 1988            0           0           0           0           0           1
06 1989            0           0           0           0           0           5
07 1990            0           0           0           0           0           0
08 1991            0           0           0           0           0           0
09 1992            0           0           0           0           0           0
10 1993            0           0           0           0           0           0
11 1994            0           0           0           0           0           0
12 TOTAL           0           0           0       3,751           3         XXX
<PAGE>   16
    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 1985           -1           2        .935      -1.282       6.897           0
03 1986            0           0        .000        .000        .000           0
04 1987           13         -13        .000        .000        .000           0
05 1988            0           1        .000        .000        .000           0
06 1989            0           5        .000        .000        .000           0
07 1990            1          -1        .000        .000        .000           0
08 1991            0           0        .000        .000        .000           0
09 1992            1          -1        .000        .000        .000           0
10 1993            0           0        .000        .000        .000           0
11 1994            4          -4        .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       3,751           0
02 1985            0        .000           0           0
03 1986            0        .000           0           0
04 1987            0        .000           0           0
05 1988            0        .000           0           0
06 1989            0        .000           0           0
07 1990            0        .000           0           0
08 1991            0        .000           0           0
09 1992            0        .000           0           0
10 1993            0        .000           0           0
11 1994            0        .000           0           0
12 TOTAL           0         XXX       3,751           0

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR     786,325     936,136     994,697   1,077,786   1,132,348   1,174,752
02 1985      978,828     958,815     983,449   1,000,355   1,025,162   1,019,315
03 1986          XXX     996,961     940,712     914,288     855,986     839,789
04 1987          XXX         XXX     897,815     865,405     834,349     807,816
05 1988          XXX         XXX         XXX     888,742     871,868     882,353
06 1989          XXX         XXX         XXX         XXX     847,729     866,093
07 1990          XXX         XXX         XXX         XXX         XXX     902,268
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR   1,188,544   1,248,107   1,307,369   1,399,108      91,739     150,995
02 1985    1,014,524   1,011,562   1,015,868   1,019,732       3,857       8,170
03 1986      821,392     807,885     790,558     795,393       4,836     -12,492
04 1987      779,164     767,031     737,699     732,075      -5,625     -34,963
05 1988      879,174     861,280     850,661     822,193     -28,461     -39,080
06 1989      851,276     858,972     847,131     826,288     -20,843     -32,683
07 1990      901,393     907,737     907,942     882,582     -25,360     -25,148
08 1991      823,181     826,474     820,581     771,281     -49,300     -55,193
09 1992          XXX     824,910     825,227     810,834     -14,393     -14,076
10 1993          XXX         XXX     825,818     815,112     -10,713         XXX
11 1994          XXX         XXX         XXX     950,252         XXX         XXX
12 TOTAL                                                     -54,269     -54,472
<PAGE>   17
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0     224,567     452,071     609,596     721,206     826,128
02 1985      390,951     609,720     736,163     814,048     877,849     921,877
03 1986          XXX     267,319     457,757     555,987     635,066     685,447
04 1987          XXX         XXX     229,945     419,822     527,277     595,997
05 1988          XXX         XXX         XXX     243,631     444,827     548,827
06 1989          XXX         XXX         XXX         XXX     266,124     489,981
07 1990          XXX         XXX         XXX         XXX         XXX     328,470
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR     897,980     952,338   1,000,999   1,052,403         XXX         XXX
02 1985      944,548     964,153     976,765     984,277         XXX         XXX
03 1986      717,642     736,799     749,898     759,819         XXX         XXX
04 1987      638,084     665,729     689,556     701,377         XXX         XXX
05 1988      619,362     670,910     703,271     740,270         XXX         XXX
06 1989      595,030     665,580     716,617     747,373         XXX         XXX
07 1990      517,420     637,192     702,927     754,339         XXX         XXX
08 1991      260,999     454,330     545,628     607,632         XXX         XXX
09 1992          XXX     273,120     474,103     571,827         XXX         XXX
10 1993          XXX         XXX     281,008     448,706         XXX         XXX
11 1994          XXX         XXX         XXX     340,424         XXX         XXX

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR     178,079     121,196      85,179      84,433     102,317      72,035
02 1985      313,064     127,504      90,198      62,562      64,042      40,242
03 1986          XXX     481,888     312,798     227,845     132,027      92,238
04 1987          XXX         XXX     439,696     271,081     190,612     128,180
05 1988          XXX         XXX         XXX     372,294     221,771     172,155
06 1989          XXX         XXX         XXX         XXX     315,475     170,743
07 1990          XXX         XXX         XXX         XXX         XXX     321,746
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   18
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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR      68,492      70,481      66,421     124,646
02 1985       28,867      13,465      13,038      16,878
03 1986       60,389      37,334      16,329      17,176
04 1987       84,307      56,329      22,490      10,328
05 1988      139,151      95,472      72,855      29,864
06 1989      115,864      85,153      62,290      35,062
07 1990      182,772     132,267      96,343      66,125
08 1991      362,767     210,166     162,509      91,543
09 1992          XXX     334,567     190,535     140,815
10 1993          XXX         XXX     363,753     208,361
11 1994          XXX         XXX         XXX     332,758

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 1985            0           0           0           0           0           0
03 1986            0           0           0           0           0           0
04 1987            0           0           0           0           0           0
05 1988            0           0           0           0           0           0
06 1989            0           0           0           0           0           0
07 1990            0           0           0           0           0           0
08 1991            0           0           0           0           0           0
09 1992            0           0           0           0           0           0
10 1993            0           0           0           0           0           0
11 1994          775         177         598           0           0           9
12 TOTAL         XXX         XXX         XXX           0           0           9

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 1985            0           0           0           0           0           0
03 1986            0           0           0           0           0           0
04 1987            0           0           0           0           0           0
05 1988            0           0           0           0           0           0
06 1989            0           0           0           0           0           0
07 1990            0           0           0           0           0           0
08 1991            0           0           0           0           0           0
09 1992            0           0           0           0           0           0
10 1993            0           0           9           9           0           0
11 1994            0           0         185         194           2         529
12 TOTAL           0           0         194         203         XXX         529
<PAGE>   19
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 1985            0           0           0           0           0           0
03 1986            0           0           0           0           0           0
04 1987            0           0           0           0           0           0
05 1988            0           0           0           0           0           0
06 1989            0           0           0           0           0           0
07 1990            0           0           0           0           0           0
08 1991            0           0           0           0           0           0
09 1992            0           0           0           0           0           0
10 1993            0           0           0           0           0           0
11 1994           99           0           0          40           5           0
12 TOTAL          99           0           0          40           5           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 1985            0           0           0           0           0           0
03 1986            0           0           0           0           0           0
04 1987            0           0           0           0           0           0
05 1988            0           0           0           0           0           0
06 1989            0           0           0           0           0           0
07 1990            0           0           0           0           0           0
08 1991            0           0           0           0           0           0
09 1992            0           0           0           0           0           0
10 1993            0           0           0           0           0           9
11 1994            0           0          15         473           2         778
12 TOTAL           0           0          15         473           2         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 1985            0           0        .000        .000        .000           0
03 1986            0           0        .000        .000        .000           0
04 1987            0           0        .000        .000        .000           0
05 1988            0           0        .000        .000        .000           0
06 1989            0           0        .000        .000        .000           0
07 1990            0           0        .000        .000        .000           0
08 1991            0           0        .000        .000        .000           0
09 1992            0           0        .000        .000        .000           0
10 1993            0           9        .000        .000        .000           0
11 1994          104         674     100.387      58.757     112.709           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX           0
<PAGE>   20
    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 1985            0        .000           0           0
03 1986            0        .000           0           0
04 1987            0        .000           0           0
05 1988            0        .000           0           0
06 1989            0        .000           0           0
07 1990            0        .000           0           0
08 1991            0        .000           0           0
09 1992            0        .000           0           0
10 1993            0        .000           0           0
11 1994            0        .000         422          52
12 TOTAL           0         XXX         422          52

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         622         189           2
02 1985       24,498       8,106      16,385      11,261       2,966       1,139
03 1986       26,847       9,795      17,050      10,816       2,972       1,169
04 1987       27,164      10,334      16,830      14,644       5,997       1,168
05 1988       26,953       9,996      16,957      13,972       4,043       1,371
06 1989       26,822       9,541      17,281      18,023       6,930       1,490
07 1990       32,948      10,990      21,957      26,402      10,614       2,039
08 1991       40,572      13,499      27,073      25,388       8,827       2,098
09 1992       55,685      17,701      37,982      47,652      24,767       2,460
10 1993       73,083      24,753      48,329      37,698      12,182       2,292
11 1994       78,394      25,100      53,287      15,016       2,268         822
12 TOTAL         XXX         XXX         XXX     221,485      81,755      16,056

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           2           2          36         468         XXX       1,749
02 1985          270       1,313         677       9,840         XXX          53
03 1986          169       1,478         560       9,396         XXX         132
04 1987          310       1,849         675      10,174         XXX         134
05 1988          385       1,086         906      11,821         XXX         307
06 1989          277       1,795         948      13,252         XXX         681
07 1990          414       1,603       1,006      18,410         XXX         623
08 1991          414       1,320         934      19,171         XXX         779
09 1992          664       1,981       1,426      26,113         XXX       3,074
10 1993          426       2,417       2,012      29,396         XXX       8,124
11 1994          102         276       1,442      14,917         XXX      23,718
12 TOTAL       3,449      15,127      10,616     162,954         XXX      39,367
<PAGE>   21
    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         364         980          85         154          29           0
02 1985            4         369           0           5           0           0
03 1986            3          10           0           6           0           0
04 1987           11          14          -4           4           0           1
05 1988           19          87           0          13           1           7
06 1989           33          46         -11          66           2           4
07 1990          192         150          -4          34          18           5
08 1991          115         270          43         135          11          25
09 1992          640        -557        -123         464          58           6
10 1993        2,921      -1,778        -172       1,165         407          78
11 1994        4,777         494         580       1,986         572         661
12 TOTAL       9,092          93         393       4,038       1,100         795

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          49       2,456          44         XXX
02 1985            0           0           2         424           0      13,546
03 1986            0           0           2         147           1      12,721
04 1987            0          17           2         149           0      16,666
05 1988            1          23           7         402           1      16,715
06 1989            0          59          21         794           5      21,324
07 1990            0          45          12         618          17      30,337
08 1991           15         126          36       1,060          45      29,734
09 1992            0         545          82       2,494          99      54,748
10 1993           56       1,727         200       4,570         395      50,039
11 1994          196       2,925         529      21,262         863      44,908
12 TOTAL         268       5,460         943      34,384       1,486         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         201
02 1985        3,281      10,265      55.294      40.476      62.649           0
03 1986        3,177       9,544      47.383      32.435      55.977           0
04 1987        6,335      10,331      61.353      61.302      61.384           0
05 1988        4,486      12,229      62.015      44.878      72.118           0
06 1989        7,278      14,046      79.502      76.281      81.280           0
07 1990       11,308      19,029      92.075     102.894      86.665           0
08 1991        9,503      20,231      73.287      70.398      74.728           0
09 1992       26,140      28,608      98.317     147.675      75.320           0
10 1993       16,073      33,966      68.469      64.934      70.281           0
11 1994        8,729      36,179      57.285      34.777      67.895           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX         201
<PAGE>   22
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       2,073         176
02 1985            0        .000         418           6
03 1986            0        .000         139           8
04 1987            0        .000         141           7
05 1988            0        .000         375          27
06 1989            0        .000         706          88
07 1990            0        .000         584          34
08 1991            0        .000         892         169
09 1992            0        .000       2,000         494
10 1993            0        .000       3,591         979
11 1994            0        .000      18,856       2,407
12 TOTAL           0         XXX      29,775       4,395

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      34,012      11,938      17,383
02 1985      183,184      77,303     105,875     183,335     119,416      38,225
03 1986      394,860     141,140     253,720     132,167      64,439      27,106
04 1987      330,281     101,880     228,401      95,345      32,372      17,469
05 1988      248,863      76,379     172,484      88,375      26,574      14,697
06 1989      191,026      69,811     121,215      42,880       8,924       7,065
07 1990      195,495      61,527     133,968      38,665      14,536       5,942
08 1991      186,526      49,655     136,871      37,841       9,083       5,410
09 1992      181,617      61,782     119,835      30,401       9,681       4,331
10 1993      219,054     103,711     115,343      18,756      10,935       2,738
11 1994      240,443     115,502     124,941       6,942       6,878         535
12 TOTAL         XXX         XXX         XXX     708,719     314,776     140,901

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       4,766           1         575      35,272         XXX     112,534
02 1985       19,474         628       5,558      88,226      13,078      20,568
03 1986       10,126         633       5,471      90,179      11,474       4,618
04 1987        2,631         577       5,232      83,043       8,703       5,111
05 1988        1,283       1,880       6,872      82,087       6,749       2,374
06 1989       -1,263         138       5,501      47,779       5,482       4,756
07 1990       -2,224         796       4,053      36,348       4,976       6,395
08 1991          598         207       3,640      37,210       4,719      11,149
09 1992          995          61       3,078      27,134       5,868      15,079
10 1993          598          27       2,886      12,847       4,882      21,502
11 1994           95           7       2,427       2,931       3,650      18,727
12 TOTAL      37,079       4,955      45,293     543,058         XXX     222,813
<PAGE>   23
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      28,429     120,591      59,908      14,279       3,547      16,779
02 1985       15,885       8,351       2,380       1,600         624       2,451
03 1986        1,946       9,121       2,394         779         183       2,155
04 1987        2,193       6,850       2,632         685          77       1,867
05 1988          622      24,755       7,489         624          55       6,763
06 1989        1,551      25,590       9,109         510          74       5,719
07 1990        1,817      34,058      11,571       1,390         396       8,112
08 1991        1,989      39,034      10,476       2,872         517       7,528
09 1992        4,653      52,955      12,563       4,067       1,098       8,441
10 1993        5,685      94,273      40,188       5,621       1,649      12,794
11 1994        8,881     103,768      36,590       4,763       1,870      17,660
12 TOTAL      73,651     519,346     195,300      37,190      10,090      90,269

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       5,817           0       7,890     174,373       1,912         XXX
02 1985          870           0       1,053      14,265         259     261,807
03 1986          717           0       1,346      12,779         159     183,489
04 1987          830          44         792       9,575         120     133,761
05 1988        2,497          91         455      24,315         105     145,485
06 1989        2,576          28         848      24,113         144      93,701
07 1990        3,528         100       1,175      33,811         250     100,947
08 1991        3,434          26       1,808      45,975         299     110,492
09 1992        4,134           8       1,951      60,044         407     121,732
10 1993        6,131           7       2,725      83,261         671     163,490
11 1994        6,162          18       6,194      97,618         999     162,701
12 TOTAL      36,696         322      26,237     580,129       5,325         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       8,223
02 1985      159,323     102,484     142.920     206.102      96.797           0
03 1986       80,531     102,958      46.469      57.057      40.579           0
04 1987       41,137      92,624      40.499      40.377      40.553           0
05 1988       39,074     106,411      58.459      51.158      61.693           0
06 1989       21,808      71,893      49.051      31.239      59.310           0
07 1990       30,766      70,181      51.636      50.004      52.386           0
08 1991       27,308      83,184      59.236      54.995      60.775           0
09 1992       34,550      87,182      67.026      55.922      72.751           0
10 1993       67,382      96,108      74.634      64.970      83.323           0
11 1994       62,144     100,557      67.667      53.803      80.483           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX       8,223
<PAGE>   24
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     136,565      29,583
02 1985            0        .000      10,654       3,610
03 1986            0        .000       9,399       3,380
04 1987            0        .000       7,137       2,437
05 1988            0        .000      19,026       5,288
06 1989            0        .000      19,693       4,421
07 1990            0        .000      27,065       6,754
08 1991            0        .000      37,725       8,250
09 1992            0        .000      50,817       9,226
10 1993            0        .000      69,909      13,359
11 1994            0        .000      77,033      20,591
12 TOTAL           0         XXX     465,023     106,899

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 1985        8,242       5,981       2,261         199         125          77
03 1986       28,619      13,637      14,982       2,093       1,005         601
04 1987       78,099      26,911      51,188      13,642       7,259       2,265
05 1988       78,766      22,134      56,632       8,306       2,623       1,830
06 1989       65,766      13,191      52,575      18,675       8,439       3,873
07 1990       73,175      15,049      58,126      38,097       7,941       1,997
08 1991       78,659      10,224      68,435       6,341       1,597       1,838
09 1992       93,711      11,248      82,463      17,407       2,917       1,904
10 1993      109,153       9,591      99,562       3,202          78       1,978
11 1994      129,443      12,185     117,258       3,033         261         653
12 TOTAL         XXX         XXX         XXX     110,995      32,245      17,016

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 1985           48           0           0         103          31           0
03 1986          245           0           0       1,444         104           0
04 1987          769           5         716       8,595         460         532
05 1988          485           3         379       7,407         298         202
06 1989        1,722           4         988      13,375         287       3,564
07 1990          383           4       2,056      33,826         350      18,617
08 1991          169           0       1,244       7,657         476       8,178
09 1992          454           0       1,923      17,863         426       7,477
10 1993           93          46       1,315       6,324         548      19,934
11 1994            5           0         873       4,293         660      33,795
12 TOTAL       4,373          62       9,494     100,887         XXX      92,299
<PAGE>   25
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 1985            0           0           0           0           0           0
03 1986            0           0           0          60           8           0
04 1987          300          10           0         136          75           2
05 1988           79          10           0          72          20           2
06 1989          934          24           3         872         230           4
07 1990        4,425         135          19       4,206         969          16
08 1991          445       6,295         270       1,612          50          41
09 1992        1,668      27,916         106       1,479         409          83
10 1993          597      40,272         371       4,772         130         169
11 1994          168      45,408         906       8,250          12         397
12 TOTAL       8,616     120,070       1,675      21,459       1,903         714

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 1985            0           0           0           0           0         276
03 1986            0           0           0          52           1       2,754
04 1987            0           0          17         315           3      17,325
05 1988            0           0           6         194           6      10,818
06 1989            1           0         113       3,403          13      28,151
07 1990            4           0         610      18,167          55      65,880
08 1991           16           0         451      15,799          97      26,007
09 1992           29           0         285      35,042         148      58,549
10 1993           59           0       1,017      65,006         247      72,683
11 1994          136           0       1,848      88,474         588      94,263
12 TOTAL         245           0       4,347     226,452       1,158         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 1985          173         103       3.348       2.892       4.555           0
03 1986        1,258       1,496       9.622       9.224       9.985           0
04 1987        8,413       8,912      22.183      31.262      17.410           0
05 1988        3,216       7,602      13.734      14.529      13.423           0
06 1989       11,365      16,786      42.804      86.157      31.927           0
07 1990       13,895      51,985      90.030      92.331      89.435           0
08 1991        2,552      23,455      33.062      24.960      34.273           0
09 1992        5,650      52,899      62.478      50.231      64.148           0
10 1993        1,351      71,332      66.588      14.086      71.645           0
11 1994        1,500      92,763      72.822      12.310      79.110           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX           0
<PAGE>   26
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 1985            0        .000           0           0
03 1986            0        .000           0          52
04 1987            0        .000         234          81
05 1988            0        .000         133          61
06 1989            0        .000       2,651         759
07 1990            0        .000      14,308       3,860
08 1991            0        .000      13,759       2,040
09 1992            0        .000      33,626       1,409
10 1993            0        .000      59,238       5,769
11 1994            0        .000      78,128      10,346
12 TOTAL           0         XXX     202,077      24,369

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      16,159       4,148       2,280
02 1993      220,566      60,345     160,224     123,933      40,375       3,115
03 1994      309,664     106,953     202,712     144,871      54,513       3,413
04 TOTAL         XXX         XXX         XXX     284,962      99,036       8,808

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         540         811         213      13,961         XXX       5,118
02 1993          839         837       2,675      88,510         XXX      12,495
03 1994          722         506       4,128      97,177         XXX      92,516
04 TOTAL       2,102       2,154       7,017     199,648         XXX     110,130
<PAGE>   27
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       1,825       5,605       1,714         312         150         507
02 1993        5,324       3,854         780       1,032         418         323
03 1994       47,862      11,054       2,841       7,158       3,777       1,230
04 TOTAL      55,012      20,521       5,334       8,509       4,351       2,067

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         235         552         154       7,787          50         XXX
02 1993          130         404         259      11,310         121     149,065
03 1994          359         857       1,217      58,339       1,000     266,238
04 TOTAL         731       1,813       1,630      77,438       1,180         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          60
02 1993       49,245      99,820      67.583      81.606      62.300           0
03 1994      110,721     155,517      85.976     103.523      76.718           0
04 TOTAL         XXX         XXX         XXX         XXX         XXX          60
<PAGE>   28
    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       7,131         597
02 1993            0        .000      10,245       1,065
03 1994            0        .000      52,869       5,470
04 TOTAL           0         XXX      70,252       7,132

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         209         152         506
02 1993      157,065      52,479     104,587      83,742      24,616       1,940
03 1994      220,419     103,150     117,270     124,718      62,749       3,717
04 TOTAL         XXX         XXX         XXX     208,663      87,517       6,162

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         120         692         208         650         XXX       1,590
02 1993          610       7,210       4,021      64,478      53,090         263
03 1994        2,884       5,300       5,528      68,324      60,234       8,922
04 TOTAL       3,614      13,210       9,757     133,452         XXX      10,776
<PAGE>   29
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          10       5,391       4,242          64           0          22
02 1993            8       3,467       2,607          48          13          43
03 1994        4,562       5,801       2,677       1,215       1,053         286
04 TOTAL       4,580      14,666       9,527       1,327       1,066         351

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         882         175       2,985          18         XXX
02 1993            4         791         136       1,333         476      93,992
03 1994           21       4,483         854       8,758       2,870     151,377
04 TOTAL          29       6,156       1,164      13,084       3,367         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 1993       28,182      65,810      59.843      53.701      62.924           0
03 1994       74,297      77,080      68.677      72.028      65.729           0
04 TOTAL         XXX         XXX         XXX         XXX         XXX           0
<PAGE>   30
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       2,730         257
02 1993            0        .000       1,123         209
03 1994            0        .000       7,481       1,275
04 TOTAL           0         XXX      11,336       1,741

SCHEDULE P - PART 1K             - FIDELITY, SURETY
(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       1,872         605       1,308
02 1993       39,048       7,875      31,174      13,705       4,334         971
03 1994       40,234       8,177      32,058       2,040         478         149
04 TOTAL         XXX         XXX         XXX      17,609       5,415       2,428
<PAGE>   31
SCHEDULE P - PART 1K             - FIDELITY, SURETY
    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         419         727         145       2,302         XXX        -257
02 1993          230          18       1,071      11,176         XXX      -4,889
03 1994           33           0         749       2,419         XXX       2,165
04 TOTAL         689         744       1,966      15,898         XXX      -2,980

SCHEDULE P - PART 1K             - FIDELITY, SURETY
    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        -626       4,816         671        -173        -140         731
02 1993       -2,243         755         104        -695        -317         123
03 1994          383       3,706         565         301          50         535
04 TOTAL      -2,486       9,270       1,333        -565        -406       1,381

SCHEDULE P - PART 1K             - FIDELITY, SURETY
    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         101         358         632       5,746         229         XXX
02 1993           18         103        -227      -2,494         136      10,778
03 1994           80          22         644       6,264         270      10,408
04 TOTAL         198         483       1,041       9,515         638         XXX
<PAGE>   32
SCHEDULE P - PART 1K             - FIDELITY, SURETY
    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 1993        2,091       8,687      27.602      26.552      27.866           0
03 1994        1,724       8,684      25.869      21.084      27.088           0
04 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1K             - FIDELITY, SURETY
    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       4,516       1,222
02 1993            0        .000      -1,995        -493
03 1994            0        .000       4,922       1,342
04 TOTAL           0         XXX       7,443       2,073

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        -258        -183           0
02 1993        8,387       3,299       5,088       1,615         689           0
03 1994       12,039       4,995       7,044         193         129           0
04 TOTAL         XXX         XXX         XXX       1,550         634           0
<PAGE>   33
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          -5         -80         XXX           0
02 1993            0           0          67         994         XXX         750
03 1994            0           0          51         115         XXX         273
04 TOTAL           0           0         112       1,029         XXX       1,024

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         582         323           0           0           0
02 1993          283       1,607         465           0           0           0
03 1994          121       3,152       1,125           0           0           0
04 TOTAL         403       5,334       1,920           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         253           0         XXX
02 1993            0           0           0       1,603           0       4,035
03 1994            0           0           0       2,179           0       3,677
04 TOTAL           0           0           0       4,035           0         XXX
<PAGE>   34
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 1993        1,437       2,598      48.110      43.559      51.061           0
03 1994        1,375       2,302      30.542      27.528      32.680           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         253           0
02 1993            0        .000       1,603           0
03 1994            0        .000       2,179           0
04 TOTAL           0         XXX       4,035           0

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         122          54           0
02 1985          -97         -21         -76           0           0           0
03 1986         -222          -9        -213           0           0           0
04 1987          154           3         151           0           0           0
05 1988          159           8         151           0           0           0
06 1989          -12          -1         -11           0           0           0
07 1990          -13          -1         -12           0           0           0
08 1991            2           0           2           0           0           0
09 1992           16           1          15           0           0           0
10 1993            3           0           3           0           0           0
11 1994            0           0           0           0           0           0
12 TOTAL         XXX         XXX         XXX         122          54           0
<PAGE>   35
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           7          75         XXX       3,595
02 1985            0           0           0           0         XXX           0
03 1986            0           0           0           0         XXX           0
04 1987            0           0           0           0         XXX           0
05 1988            0           0           0           0         XXX           0
06 1989            0           0           0           0         XXX           0
07 1990            0           0           0           0         XXX           0
08 1991            0           0           0           0         XXX           0
09 1992            0           0           0           0         XXX           0
10 1993            0           0           0           0         XXX           0
11 1994            0           0           0           0         XXX           0
12 TOTAL           0           0           7          75         XXX       3,595

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         835       1,406          72           0           0           0
02 1985            0           0           0           0           0           0
03 1986            0           0           0           0           0           0
04 1987            0           0           0           0           0           0
05 1988            0           0           0           0           0           0
06 1989            0           0           0           0           0           0
07 1990            0           0           0           0           0           0
08 1991            0           0           0           0           0           0
09 1992            0           0           0           0           0           0
10 1993            0           0           0           0           0           0
11 1994            0           0           0           0           0           0
12 TOTAL         835       1,406          72           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         367       4,461         300         XXX
02 1985            0           0           0           0           0           0
03 1986            0           0           0           0           0           0
04 1987            0           0           0           0           0           0
05 1988            0           0           0           0           0           0
06 1989            0           0           0           0           0           0
07 1990            0           0           0           0           0           0
08 1991            0           0           0           0           0           0
09 1992            0           0           0           0           0           0
10 1993            0           0           0           0           0           0
11 1994            0           0           0           0           0           0
12 TOTAL           0           0         367       4,461         300         XXX
<PAGE>   36
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 1985            0           0        .000        .000        .000           0
03 1986            0           0        .000        .000        .000           0
04 1987            0           0        .000        .000        .000           0
05 1988            0           0        .000        .000        .000           0
06 1989            0           0        .000        .000        .000           0
07 1990            0           0        .000        .000        .000           0
08 1991            0           0        .000        .000        .000           0
09 1992            0           0        .000        .000        .000           0
10 1993            0           0        .000        .000        .000           0
11 1994            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       4,094         367
02 1985            0        .000           0           0
03 1986            0        .000           0           0
04 1987            0        .000           0           0
05 1988            0        .000           0           0
06 1989            0        .000           0           0
07 1990            0        .000           0           0
08 1991            0        .000           0           0
09 1992            0        .000           0           0
10 1993            0        .000           0           0
11 1994            0        .000           0           0
12 TOTAL           0         XXX       4,094         367

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 1994          215          11         204           0           0           0
08 TOTAL         XXX         XXX         XXX           0           0           0
<PAGE>   37
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 1994            0           0           0           0         XXX           0
08 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 1994            0           0           0           0           0           0
08 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 1994            0           0           0           0         XXX           0
08 TOTAL           0           0           0           0         XXX         XXX
<PAGE>   38
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 1994            0           0        .000        .000        .000           0
08 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 1994            0        .000           0           0
08 TOTAL           0         XXX           0           0

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 1994            0           0           0           0           0           0
08 TOTAL         XXX         XXX         XXX           0           0           0
<PAGE>   39
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 1994            0           0           0           0         XXX           0
08 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 1994            0           0           0           0           0           0
08 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 1994            0           0           0           0         XXX           0
08 TOTAL           0           0           0           0         XXX         XXX
<PAGE>   40
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 1994            0           0        .000        .000        .000           0
08 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 1994            0        .000           0           0
08 TOTAL           0         XXX           0           0

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 1994            0           0           0           0           0           0
08 TOTAL         XXX         XXX         XXX           0           0           0
<PAGE>   41
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 1994            0           0           0           0         XXX           0
08 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 1994            0           0           0           0           0           0
08 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 1994            0           0           0           0         XXX           0
08 TOTAL           0           0           0           0         XXX         XXX
<PAGE>   42
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 1994            0           0        .000        .000        .000           0
08 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 1994            0        .000           0           0
08 TOTAL           0         XXX           0           0

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         232           0          10
02 1985        1,104           0       1,104       1,820         104          15
03 1986        1,995           0       1,995       1,797         224          13
04 1987        7,255       3,615       3,640      34,247      27,680      16,189
05 TOTAL         XXX         XXX         XXX      38,096      28,008      16,227
<PAGE>   43
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          11         253         XXX       2,267
02 1985            0           0           0       1,731         XXX           0
03 1986            0           0           0       1,586         XXX         296
04 1987       13,597       2,447         411       9,570         XXX      14,951
05 TOTAL      13,597       2,447         422      13,140         XXX      17,514

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         732           0          31           0          17
02 1985            0           0           0           0           0           0
03 1986            0       1,498           0           0           0           0
04 1987       13,675      11,950      11,950       1,315       1,299           0
05 TOTAL      13,675      14,180      11,950       1,346       1,299          17

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          67       3,114         XXX         XXX
02 1985            0           0           0           0         XXX       1,835
03 1986            0           0           0       1,794         XXX       3,604
04 1987            0           0           0       1,292         XXX      79,063
05 TOTAL           0           0          67       6,200         XXX         XXX
<PAGE>   44
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 1985          104       1,731     166.214        .000     156.793           0
03 1986          224       3,380     180.652        .000     169.424           0
04 1987       68,201      10,862   1,089.773   1,886.611     298.407           0
05 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       2,999         115
02 1985            0        .000           0           0
03 1986            0        .000       1,794           0
04 1987            0        .000       1,276          16
05 TOTAL           0         XXX       6,069         131

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      17,482      16,781        -105
02 1985       35,993      20,751      15,242      26,534      18,632       7,135
03 1986      113,264      52,166      61,098      35,039      21,348       7,127
04 1987      108,076      37,962      70,114      13,830       7,909       2,729
05 1988       63,564      26,786      36,778      14,135      11,669       3,542
06 1989       39,864      19,537      20,327       8,217       5,283       1,635
07 1990       33,232      16,590      16,642       3,809       3,263       1,039
08 1991       24,228      14,296       9,930       1,788       1,325       1,765
09 1992       11,502       2,383       9,119       1,198         499         335
10 1993       19,070       8,227      10,842       1,293       1,308         195
11 1994       13,551       5,013       8,538         272         157          45
12 TOTAL         XXX         XXX         XXX     123,599      88,182      25,440
<PAGE>   45
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       2,363           3         -71      -1,843         XXX      37,604
02 1985        3,319          52         795      12,513       1,377       1,252
03 1986        2,588         107       1,733      19,963       1,108       4,293
04 1987          496         145         166       8,320         710       2,167
05 1988          924         123      -2,090       2,994         397       2,492
06 1989          939         237         481       4,111         468       1,284
07 1990          495         752         380       1,470         497       3,050
08 1991        1,045       1,719         953       2,128         533         211
09 1992           54       1,916         588       1,568         487       3,423
10 1993          145       1,542         243         279         490         487
11 1994           18         672         345         487         240         525
12 TOTAL      12,386       7,262       3,525      51,995         XXX      56,788

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      27,541      70,765      55,113       5,886       3,055       9,480
02 1985          386       7,000       3,696         618         243         716
03 1986        1,527       5,028       2,356         481          93       1,137
04 1987           19       2,480       1,205         253          20         648
05 1988        1,380       4,904       1,545         143           9       1,507
06 1989          710       4,501       1,204          99          53       1,338
07 1990        1,655       8,274       1,919         347         144       1,699
08 1991           58       7,414       2,276         151          91       1,470
09 1992        2,454       5,542       2,392       1,062         498       1,318
10 1993          201       7,284       3,628         230          33       1,867
11 1994          307      11,620       5,942         139          75       3,147
12 TOTAL      36,238     134,812      81,276       9,409       4,314      24,327

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       4,799           0       2,366      35,606         861         XXX
02 1985          242           0         422       5,442         133      44,544
03 1986          443           0         393       6,913          95      55,296
04 1987          327           7         156       4,133          76      22,402
05 1988          473           6         382       6,021          42      23,967
06 1989          436          94         247       5,065          27      17,975
07 1990          542         104         361       9,469          56      19,011
08 1991          695         257         135       6,261          42      14,239
09 1992          756         337         193       5,439          62      14,085
10 1993        1,025         461         366       5,355          62      12,364
11 1994        1,590         434       1,274       8,782          74      18,023
12 TOTAL      11,328       1,700       6,295      98,486       1,530         XXX
<PAGE>   46
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          50
02 1985       26,585      17,959     123.757     128.114     117.825           0
03 1986       28,415      26,881      48.820      54.470      43.996           0
04 1987        9,955      12,447      20.728      26.223      17.752           0
05 1988       14,949       9,018      37.705      55.809      24.520           0
06 1989        8,800       9,175      45.090      45.042      45.137           0
07 1990        8,080      10,931      57.206      48.704      65.683           0
08 1991        5,849       8,390      58.771      40.914      84.491           0
09 1992        7,071       7,014     122.456     296.726      76.916           0
10 1993        6,732       5,632      64.835      81.828      51.946           0
11 1994        8,747       9,276     133.001     174.486     108.643           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX          50

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      25,671       9,885
02 1985            0        .000       4,171       1,271
03 1986            0        .000       5,438       1,475
04 1987            0        .000       3,424         709
05 1988            0        .000       4,471       1,501
06 1989            0        .000       3,871       1,244
07 1990            0        .000       7,747       1,722
08 1991            0        .000       5,291         970
09 1992            0        .000       4,127       1,312
10 1993            0        .000       3,942       1,411
11 1994            0        .000       5,895       2,887
12 TOTAL           0         XXX      74,062      24,380

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 1985          814         589         225           0           0           0
03 1986        6,129       2,629       3,500           5           1           4
04 1987       14,442       3,545      10,897       2,045         258       1,679
05 1988       13,132       3,126      10,006       1,183         121         664
06 1989       10,083       2,163       7,927       1,274         379         586
07 1990        7,977       1,480       6,497       3,647       1,486         755
08 1991        9,569       2,043       7,526         943         670         222
09 1992        7,471       3,221       4,250         842         332         617
10 1993        3,863       2,707       1,156          88           9         131
11 1994        4,823       2,970       1,853         124         124          94
12 TOTAL         XXX         XXX         XXX      10,158       3,378       4,750
<PAGE>   47
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 1985            0           0           0           0           0           0
03 1986            1           0           0           7          13           0
04 1987           62           0         275       3,678         135         906
05 1988           84           0          95       1,737         124          24
06 1989           17           0         166       1,628         177           0
07 1990          237           0         329       3,008          88          50
08 1991          136           0         110         469         388         546
09 1992          285           0          21         865          88       1,350
10 1993            5           0          74         279          75         999
11 1994           92           0         221         223          64         375
12 TOTAL         928           0       1,299      11,901         XXX       4,250

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 1985            0           0           0           0           0           0
03 1986            0           0           0           0           0           0
04 1987          504           0           0         223         123           0
05 1988            9           0           0           9           4           0
06 1989            0          10           3           0           0           2
07 1990           50          33           8           4           4           8
08 1991          165         370          50          87          41          60
09 1992          778         129          40          52           1          30
10 1993           10         291         100          97           2          47
11 1994          127         922         384          85          28          94
12 TOTAL       1,643       1,755         585         557         203         241

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 1985            0           0           0           0           0           0
03 1986            0           0           0           0           0           9
04 1987            0           0          26         536           3       5,174
05 1988            0           0           1          21           2       1,974
06 1989            1           0           0           8           2       2,038
07 1990            2           0           2          33           1       4,828
08 1991            5           0          26         828          20       2,372
09 1992           11           0          59         789           8       3,101
10 1993           24           0          23       1,322          16       1,760
11 1994           64           0          61         934          30       1,996
12 TOTAL         107           0         198       4,471          82         XXX
<PAGE>   48
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 1985            0           0        .000        .000        .000           0
03 1986            2           7        .146        .076        .200           0
04 1987          967       4,207      35.826      27.278      38.607           0
05 1988          218       1,756      15.031       6.973      17.549           0
06 1989          401       1,637      20.212      18.539      20.651           0
07 1990        1,787       3,041      60.524     120.743      46.806           0
08 1991        1,073       1,299      24.788      52.520      17.260           0
09 1992        1,447       1,654      41.507      44.924      38.918           0
10 1993          152       1,608      45.560       5.615     139.100           0
11 1994          838       1,158      41.385      28.215      62.493           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 1985            0        .000           0           0
03 1986            0        .000           0           0
04 1987            0        .000         403         126
05 1988            0        .000          14           5
06 1989            0        .000           7           2
07 1990            0        .000          25           8
08 1991            0        .000         702         127
09 1992            0        .000         653         129
10 1993            0        .000       1,181         141
11 1994            0        .000         786         148
12 TOTAL           0         XXX       3,771         692

SCHEDULE P - PART 1S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
(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 1993            0           0           0           0           0           0
03 1994            0           0           0           0           0           0
04 TOTAL         XXX         XXX         XXX           0           0           0
<PAGE>   49
SCHEDULE P - PART 1S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    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 1993            0           0           0           0         XXX           0
03 1994            0           0           0           0         XXX           0
04 TOTAL           0           0           0           0         XXX           0

SCHEDULE P - PART 1S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    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 1993            0           0           0           0           0           0
03 1994            0           0           0           0           0           0
04 TOTAL           0           0           0           0           0           0

SCHEDULE P - PART 1S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    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 1993            0           0           0           0           0           0
03 1994            0           0           0           0           0           0
04 TOTAL           0           0           0           0           0         XXX
<PAGE>   50
SCHEDULE P - PART 1S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    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 1993            0           0        .000        .000        .000           0
03 1994            0           0        .000        .000        .000           0
04 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    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 1993            0        .000           0           0
03 1994            0        .000           0           0
04 TOTAL           0         XXX           0           0

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR      15,867      18,097      19,022      18,398      18,611      19,645
02 1985       75,268      73,229      74,512      74,449      75,017      75,132
03 1986          XXX      55,180      53,748      53,362      52,185      52,093
04 1987          XXX         XXX      40,595      42,420      41,320      41,546
05 1988          XXX         XXX         XXX      40,465      44,334      44,728
06 1989          XXX         XXX         XXX         XXX      57,862      62,009
07 1990          XXX         XXX         XXX         XXX         XXX      51,815
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL
<PAGE>   51
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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR      19,282      19,063      18,875      18,762        -114        -294
02 1985       75,116      74,787      74,808      74,822          14          35
03 1986       52,167      51,848      51,893      51,967          75         121
04 1987       41,740      41,297      41,165      41,081         -84        -216
05 1988       45,019      44,482      44,590      44,692         102         202
06 1989       61,867      61,173      61,171      61,405         233         232
07 1990       57,281      54,705      55,390      55,809         411       1,102
08 1991       59,715      61,866      63,053      64,025         972       2,159
09 1992          XXX      53,304      52,280      52,889         608        -415
10 1993          XXX         XXX      56,932      55,215      -1,717         XXX
11 1994          XXX         XXX         XXX      61,133         XXX         XXX
12 TOTAL                                                         510       2,927

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR      54,747      61,058      66,789      69,444      69,656      69,896
02 1985      147,309     151,193     154,967     158,142     159,511     158,535
03 1986          XXX     141,719     138,109     132,741     129,760     129,296
04 1987          XXX         XXX     112,119     104,001     102,789     103,468
05 1988          XXX         XXX         XXX     113,416     107,302     108,531
06 1989          XXX         XXX         XXX         XXX     125,171     120,343
07 1990          XXX         XXX         XXX         XXX         XXX     147,262
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR      70,057      69,186      71,115      71,360         244       2,173
02 1985      158,236     157,922     157,907     157,921          13          -1
03 1986      130,086     129,458     128,123     128,673         550        -785
04 1987      102,205     101,458     101,961     102,061         100         603
05 1988      106,695     106,458     107,402     106,943        -459         485
06 1989      114,748     116,450     118,294     118,962         669       2,507
07 1990      144,975     144,549     146,029     147,664       1,643       3,116
08 1991       96,513      96,886      92,694      91,047      -1,648      -5,847
09 1992          XXX     123,754     112,473     110,544      -1,929     -13,217
10 1993          XXX         XXX     116,974     119,343       2,376         XXX
11 1994          XXX         XXX         XXX     135,279         XXX         XXX
12 TOTAL                                                       1,545     -10,951
<PAGE>   52
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR      97,753     121,136     126,446     140,508     140,311     141,227
02 1985      104,903      96,883      97,236     103,087     104,809     105,284
03 1986          XXX     105,164     105,670     100,336      98,666      98,247
04 1987          XXX         XXX      98,554      96,446      95,535      97,952
05 1988          XXX         XXX         XXX      95,919      96,840     101,268
06 1989          XXX         XXX         XXX         XXX     106,540     112,581
07 1990          XXX         XXX         XXX         XXX         XXX      97,760
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR     140,308     138,522     135,287     134,421        -859      -4,094
02 1985      105,065     104,292     104,114     104,027         -87        -265
03 1986       96,935      96,418      95,817      96,207         397        -210
04 1987       94,309      94,098      92,405      91,970        -434      -2,126
05 1988       99,097     102,966     101,559     100,807        -759      -2,160
06 1989      104,042     113,265     114,302     111,007      -3,302      -2,265
07 1990       90,188     101,701      97,378      99,348       1,970      -2,353
08 1991       81,753      79,412      85,046      81,901      -3,146       2,488
09 1992          XXX      71,561      80,766      82,506       1,739      10,944
10 1993          XXX         XXX      95,283      90,257      -5,026         XXX
11 1994          XXX         XXX         XXX      86,747         XXX         XXX
12 TOTAL                                                      -9,506         -47

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR     262,721     305,632     324,173     347,981     361,137     363,352
02 1985      182,078     212,875     226,627     235,385     237,374     237,668
03 1986          XXX     166,728     169,048     173,142     173,103     174,601
04 1987          XXX         XXX     132,984     148,475     151,317     156,839
05 1988          XXX         XXX         XXX     196,390     208,653     209,494
06 1989          XXX         XXX         XXX         XXX     140,851     159,822
07 1990          XXX         XXX         XXX         XXX         XXX     142,346
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL
<PAGE>   53
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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR     368,782     375,354     382,291     384,954       2,670       9,599
02 1985      237,988     231,107     231,342     228,813      -2,529      -2,294
03 1986      177,736     176,215     170,441     169,540        -901      -6,675
04 1987      159,869     162,479     156,145     154,317      -1,828      -8,162
05 1988      216,127     218,608     214,325     203,606     -10,719     -14,995
06 1989      165,859     169,452     166,834     165,748      -1,092      -3,710
07 1990      152,210     151,640     147,641     143,776      -3,864      -7,862
08 1991      115,502     134,914     126,373     121,547      -4,826     -13,360
09 1992          XXX     101,474     105,111      99,128      -5,983      -2,339
10 1993          XXX         XXX      74,235      72,993      -1,236         XXX
11 1994          XXX         XXX         XXX      84,526         XXX         XXX
12 TOTAL                                                     -30,300     -49,797

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR     122,293     155,185     176,106     189,711     198,595     198,343
02 1985      154,450     138,049     147,720     152,886     161,817     156,960
03 1986          XXX     118,705     102,761      92,242      91,215      88,952
04 1987          XXX         XXX     112,925      98,809      94,736      93,109
05 1988          XXX         XXX         XXX     127,648     113,098     112,456
06 1989          XXX         XXX         XXX         XXX     128,411     125,324
07 1990          XXX         XXX         XXX         XXX         XXX     155,371
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR     201,782     204,729     207,939     217,641       9,702      12,906
02 1985      157,088     156,514     156,671     157,027         349         513
03 1986       87,062      87,015      85,898      88,007       2,108         992
04 1987       96,574      97,854      95,415      94,155      -1,260      -3,698
05 1988      116,128     116,443     119,940     116,497      -3,437          54
06 1989      118,908     121,606     121,295     120,567        -727      -1,038
07 1990      143,015     143,270     142,966     142,475        -484        -795
08 1991      162,856     145,588     142,906     146,982       4,076       1,387
09 1992          XXX     160,642     138,997     140,812       1,814     -19,829
10 1993          XXX         XXX     115,044     110,619      -4,426         XXX
11 1994          XXX         XXX         XXX     126,947         XXX         XXX
12 TOTAL                                                       7,711      -9,510
<PAGE>   54
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR       1,489       1,627       1,822       2,118       2,150       2,177
02 1985           21          22          24          35           1           1
03 1986          XXX           7           6           6           0           0
04 1987          XXX         XXX          12           0           1           1
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR       2,159       2,253       2,226       4,132       1,905       1,878
02 1985            1           1           1           1           0           0
03 1986            0           0           0           0           0           0
04 1987            1           1           1         -13         -13         -13
05 1988            0           0           0           0           0           0
06 1989            0           0           0           0           0           0
07 1990            0           0           0          -1          -1          -1
08 1991            0           0           0           0           0           0
09 1992          XXX           0          -1          -1           0          -1
10 1993          XXX         XXX           0           0           0         XXX
11 1994          XXX         XXX         XXX           0         XXX         XXX
12 TOTAL                                                       1,891       1,863

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL
<PAGE>   55
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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986            0           0           0           0           0           0
04 1987            0           0           0           0           0           0
05 1988            0           0           0           0           0           0
06 1989            0           0           0           0           0           0
07 1990            0           0           0           0           0           0
08 1991            0           0           0           0           0           0
09 1992          XXX           0           0           0           0           0
10 1993          XXX         XXX           0           0           0         XXX
11 1994          XXX         XXX         XXX         467         XXX         XXX
12 TOTAL                                                           0           0

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR      11,579      12,375      12,207      11,368      12,095      12,578
02 1985        9,622       9,795       9,835       9,938       9,807       9,729
03 1986          XXX       9,160      10,190       9,588       8,999       9,121
04 1987          XXX         XXX       8,544      10,081       9,963       9,570
05 1988          XXX         XXX         XXX       8,957       9,755      11,097
06 1989          XXX         XXX         XXX         XXX      10,123      11,734
07 1990          XXX         XXX         XXX         XXX         XXX      12,059
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR      11,894      11,575      11,355      11,249        -107        -327
02 1985        9,769       9,680       9,781       9,593        -190         -88
03 1986        8,976       8,935       9,043       8,988         -55          53
04 1987        9,815       9,593       9,757       9,653        -104          59
05 1988       11,247      11,001      11,306      11,309           3         308
06 1989       12,243      12,328      12,774      13,078         297         750
07 1990       16,720      17,029      17,867      18,012         144         983
08 1991       14,655      19,393      19,122      19,261         141        -132
09 1992          XXX      21,453      27,308      27,096        -212       5,643
10 1993          XXX         XXX      26,967      31,754       4,787         XXX
11 1994          XXX         XXX         XXX      34,208         XXX         XXX
12 TOTAL                                                       4,706       7,250
<PAGE>   56
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR     184,547     220,454     222,758     243,880     281,061     320,018
02 1985       80,814      89,890      84,361      77,591      87,334      88,727
03 1986          XXX     193,279     172,744     171,414     128,094     124,410
04 1987          XXX         XXX     163,498     148,117     135,486     122,304
05 1988          XXX         XXX         XXX     103,556     115,913     115,632
06 1989          XXX         XXX         XXX         XXX      77,884      82,225
07 1990          XXX         XXX         XXX         XXX         XXX      78,898
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR     319,931     369,481     409,578     480,977      71,418     111,500
02 1985       82,566      88,617      92,694      95,875       3,181       7,259
03 1986      109,531     102,047      94,844      96,133       1,289      -5,908
04 1987      105,285     100,526      88,015      86,597      -1,425     -13,928
05 1988      108,454     116,774     112,005      99,078     -12,927     -17,688
06 1989       77,219      77,245      72,807      65,546      -7,260     -11,699
07 1990       83,250      76,878      81,138      64,946     -16,192     -11,932
08 1991       98,602      91,112      99,587      77,734     -21,860     -13,379
09 1992          XXX      76,583      92,564      82,156     -10,414       5,573
10 1993          XXX         XXX      95,960      90,496      -5,464         XXX
11 1994          XXX         XXX         XXX      91,935         XXX         XXX
12 TOTAL                                                         376      49,825

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1985        1,911       1,015         660         141         306         241
03 1986          XXX      10,441       7,154       6,777       4,409       3,323
04 1987          XXX         XXX      38,067      41,765      29,596      18,316
05 1988          XXX         XXX         XXX      46,121      33,159      31,539
06 1989          XXX         XXX         XXX         XXX      38,939      33,781
07 1990          XXX         XXX         XXX         XXX         XXX      54,594
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
12 TOTAL
<PAGE>   57
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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1985          166         141         103         103           0         -38
03 1986        2,204       1,766       1,494       1,496           2        -270
04 1987       13,441      10,860       9,288       8,178      -1,110      -2,682
05 1988       28,778       9,476       8,080       7,218        -863      -2,259
06 1989       34,685      30,466      23,537      15,678      -7,859     -14,779
07 1990       50,313      54,907      56,358      49,326      -7,032      -5,588
08 1991       47,267      46,879      44,143      21,752     -22,390     -25,120
09 1992          XXX      56,648      51,749      50,690      -1,060      -5,959
10 1993          XXX         XXX      68,578      68,999         421         XXX
11 1994          XXX         XXX         XXX      90,048         XXX         XXX
12 TOTAL                                                     -39,890     -56,703

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1993          XXX         XXX         XXX         XXX         XXX         XXX
03 1994          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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX      50,798      44,692      46,360       1,668      -4,438
02 1993          XXX         XXX      98,250      96,887      -1,363         XXX
03 1994          XXX         XXX         XXX     150,170         XXX         XXX
04 TOTAL                                                         304      -4,438
<PAGE>   58
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1993          XXX         XXX         XXX         XXX         XXX         XXX
03 1994          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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX      10,757       8,748      10,231       1,482        -533
02 1993          XXX         XXX      60,973      61,652         679         XXX
03 1994          XXX         XXX         XXX      70,706         XXX         XXX
04 TOTAL                                                       2,161        -533

SCHEDULE P - PART 2K             - FIDELITY, SURETY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1993          XXX         XXX         XXX         XXX         XXX         XXX
03 1994          XXX         XXX         XXX         XXX         XXX         XXX
04 TOTAL
<PAGE>   59
SCHEDULE P - PART 2K             - FIDELITY, SURETY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX       1,809       6,911      12,110       5,199      10,302
02 1993          XXX         XXX       8,233       7,845        -388         XXX
03 1994          XXX         XXX         XXX       7,300         XXX         XXX
04 TOTAL                                                       4,811      10,302

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1993          XXX         XXX         XXX         XXX         XXX         XXX
03 1994          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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX           1        -217        -238         -22        -239
02 1993          XXX         XXX       2,254       2,530         269         XXX
03 1994          XXX         XXX         XXX       2,244         XXX         XXX
04 TOTAL                                                         247        -239
<PAGE>   60
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR       2,293       2,335       2,498       3,017       3,404       3,522
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR       3,727       4,842       5,665       4,162      -1,503        -680
02 1985            0           0           0           0           0           0
03 1986            0           0           0           0           0           0
04 1987            0           0           0           0           0           0
05 1988            0           0           0           0           0           0
06 1989            0           0           0           0           0           0
07 1990            0           0           0           0           0           0
08 1991            0           0           0           0           0           0
09 1992          XXX           0           0           0           0           0
10 1993          XXX         XXX           0           0           0         XXX
11 1994          XXX         XXX         XXX           0         XXX         XXX
12 TOTAL                                                      -1,503        -680

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX           0           0           0
02 1989          XXX         XXX         XXX         XXX           0           0
03 1990          XXX         XXX         XXX         XXX         XXX           0
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 1994          XXX         XXX         XXX         XXX         XXX         XXX
08 TOTAL
<PAGE>   61
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       1991        1992        1993        1994     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            0           0           0           0           0           0
05 1992          XXX           0           0           0           0           0
06 1993          XXX         XXX           0           0           0         XXX
07 1994          XXX         XXX         XXX           0         XXX         XXX
08 TOTAL                                                           0           0

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX           0           0           0
02 1989          XXX         XXX         XXX         XXX           0           0
03 1990          XXX         XXX         XXX         XXX         XXX           0
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 1994          XXX         XXX         XXX         XXX         XXX         XXX
08 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       1991        1992        1993        1994     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            0           0           0           0           0           0
05 1992          XXX           0           0           0           0           0
06 1993          XXX         XXX           0           0           0         XXX
07 1994          XXX         XXX         XXX           0         XXX         XXX
08 TOTAL                                                           0           0
<PAGE>   62
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX           0           0           0
02 1989          XXX         XXX         XXX         XXX           0           0
03 1990          XXX         XXX         XXX         XXX         XXX           0
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 1994          XXX         XXX         XXX         XXX         XXX         XXX
08 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       1991        1992        1993        1994     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            0           0           0           0           0           0
05 1992          XXX           0           0           0           0           0
06 1993          XXX         XXX           0           0           0         XXX
07 1994          XXX         XXX         XXX           0         XXX         XXX
08 TOTAL                                                           0           0

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR         473         459       1,131       1,172       1,690       2,411
02 1985        1,050       1,049       1,198       1,737       2,123       2,154
03 1986          XXX       1,896       1,791       2,629       2,822       2,930
04 1987          XXX         XXX       6,560      10,174      10,460      10,521
05 TOTAL
<PAGE>   63
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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR       2,833       3,486       3,556       4,196         640         710
02 1985        2,023       2,210       2,065       1,730        -335        -480
03 1986        2,880       2,779       3,378       3,378           0         599
04 1987       10,452      10,453      10,453      10,451          -2          -2
05 TOTAL                                                         303         827

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR      21,020      24,835      28,537      36,982      35,830      33,284
02 1985       10,850      11,449      12,574      13,518      14,769      12,106
03 1986          XXX      46,602      45,032      43,208      38,709      29,606
04 1987          XXX         XXX      39,907      36,240      35,765      26,565
05 1988          XXX         XXX         XXX      27,173      17,153      20,887
06 1989          XXX         XXX         XXX         XXX      13,522      10,585
07 1990          XXX         XXX         XXX         XXX         XXX      10,761
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR      40,111      42,448      54,554      62,357       7,803      19,915
02 1985       13,421      13,118      13,368      16,741       3,373       3,616
03 1986       27,200      25,310      23,758      24,755         998        -553
04 1987       17,751      12,273      11,468      12,125         655        -149
05 1988       20,622       8,955      10,189      10,726         538       1,771
06 1989       12,367       8,682      10,361       8,448      -1,913        -234
07 1990       13,868      11,288      13,375      10,192      -3,183      -1,096
08 1991        8,390       6,221       9,424       7,300      -2,123       1,079
09 1992          XXX       3,117       6,747       6,225        -515       3,108
10 1993          XXX         XXX       4,242       5,016         781         XXX
11 1994          XXX         XXX         XXX       7,659         XXX         XXX
12 TOTAL                                                       6,415      27,458
<PAGE>   64
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1985          117         145         102         111          21          13
03 1986          XXX       2,528       2,161       1,609       1,281         788
04 1987          XXX         XXX      10,677       7,794      10,524      10,663
05 1988          XXX         XXX         XXX       6,162       8,022       8,587
06 1989          XXX         XXX         XXX         XXX       6,118       5,609
07 1990          XXX         XXX         XXX         XXX         XXX       4,194
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1985            5           3           0           0           0          -3
03 1986          365         203           7           7           0        -196
04 1987       10,108       8,510       4,028       3,905        -123      -4,604
05 1988        7,992       7,636       2,721       1,654      -1,067      -5,975
06 1989        5,669       5,539       2,562       1,463      -1,090      -4,074
07 1990        3,990       4,190       3,314       2,709        -605      -1,481
08 1991        5,012       5,529       1,853       1,162        -689      -4,367
09 1992          XXX       3,452       2,471       1,573        -904      -1,879
10 1993          XXX         XXX       1,905       1,504        -393         XXX
11 1994          XXX         XXX         XXX         876         XXX         XXX
12 TOTAL                                                      -4,872     -22,581

SCHEDULE P - PART 2S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1993          XXX         XXX         XXX         XXX         XXX         XXX
03 1994          XXX         XXX         XXX         XXX         XXX         XXX
04 TOTAL
<PAGE>   65
SCHEDULE P - PART 2S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX           0           0           0           0           0
02 1993          XXX         XXX           0           0           0         XXX
03 1994          XXX         XXX         XXX           0         XXX         XXX
04 TOTAL                                                           0           0

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0       6,921      10,510      13,309      14,880      16,081
02 1985       50,439      66,668      70,370      73,057      74,116      74,442
03 1986          XXX      34,602      46,881      49,439      50,820      51,336
04 1987          XXX         XXX      25,633      36,694      39,173      40,522
05 1988          XXX         XXX         XXX      27,919      40,313      42,722
06 1989          XXX         XXX         XXX         XXX      40,467      56,104
07 1990          XXX         XXX         XXX         XXX         XXX      35,264
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR      16,644      17,127      17,199      17,234         386          57
02 1985       74,865      74,640      74,735      74,767      43,373         629
03 1986       51,566      51,721      51,829      51,956      29,872         472
04 1987       41,004      41,101      41,043      41,024      21,379         301
05 1988       43,517      43,989      44,302      44,432      20,198         319
06 1989       58,397      59,563      60,236      61,175      28,053         524
07 1990       51,194      53,133      54,398      55,447      22,592         456
08 1991       41,867      56,862      61,522      62,955      25,979         510
09 1992          XXX      33,297      47,791      50,502      20,073         424
10 1993          XXX         XXX      38,614      51,150      20,099       2,069
11 1994          XXX         XXX         XXX      43,125      20,616       4,313
<PAGE>   66
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0      35,908      52,370      60,295      63,480      65,687
02 1985       58,002     113,366     138,211     148,473     154,904     157,255
03 1986          XXX      51,792      99,252     114,779     122,944     126,805
04 1987          XXX         XXX      38,885      75,105      88,905      97,093
05 1988          XXX         XXX         XXX      40,440      77,364      95,336
06 1989          XXX         XXX         XXX         XXX      43,192      92,435
07 1990          XXX         XXX         XXX         XXX         XXX      83,750
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR      66,102      66,477      66,443      67,160       2,856       1,058
02 1985      157,574     157,744     157,836     157,870      54,358      19,005
03 1986      127,637     128,119     128,685     129,142      40,714      19,541
04 1987       99,765     100,774     101,410     101,656      33,774      19,572
05 1988      101,687     104,679     106,157     106,843      33,922       8,615
06 1989      104,211     111,159     115,580     117,621      38,625      10,029
07 1990      110,885     125,906     134,051     140,342      40,979      12,252
08 1991       28,672      57,808      76,964      85,676      31,383       5,712
09 1992          XXX      33,170      72,434      92,137      31,433       5,409
10 1993          XXX         XXX      38,275      79,236      33,532       8,098
11 1994          XXX         XXX         XXX      48,897      30,862      11,338

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0      61,280      91,093     108,843     119,371     122,825
02 1985       20,141      52,297      71,539      83,267      95,532     101,085
03 1986          XXX      16,158      43,861      61,554      78,428      87,203
04 1987          XXX         XXX      15,017      40,859      60,389      76,438
05 1988          XXX         XXX         XXX      16,988      44,620      66,685
06 1989          XXX         XXX         XXX         XXX      21,040      49,807
07 1990          XXX         XXX         XXX         XXX         XXX      16,622
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   67
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       1991        1992        1993        1994   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR     124,107     124,818     125,070     124,159     100,139      63,437
02 1985      102,933     103,495     103,659     103,658      24,723       5,405
03 1986       91,544      92,874      93,901      94,347      16,504       3,766
04 1987       83,200      88,362      90,141      90,976      15,804       3,619
05 1988       80,155      92,268      96,704      98,960      16,457       4,189
06 1989       75,919      90,958     101,975     106,212      15,986       4,448
07 1990       43,142      68,197      82,804      88,245      14,027       3,647
08 1991       14,968      37,916      50,284      58,793      11,862       3,178
09 1992          XXX      12,500      32,033      46,768      11,116       3,346
10 1993          XXX         XXX      13,373      31,868      12,482       5,026
11 1994          XXX         XXX         XXX      15,787       9,994       4,586

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0      -6,294      81,902     139,871     185,206     214,990
02 1985       46,509     100,918     139,716     167,694     186,078     197,478
03 1986          XXX      33,621      80,120     111,074     130,152     141,682
04 1987          XXX         XXX      27,524      74,064     101,778     117,903
05 1988          XXX         XXX         XXX      32,982      83,576     115,373
06 1989          XXX         XXX         XXX         XXX      29,200      75,078
07 1990          XXX         XXX         XXX         XXX         XXX      28,733
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   68
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       1991        1992        1993        1994   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR     242,123     259,238     269,514     283,859     212,921      27,121
02 1985      206,497     211,494     214,652     217,214      68,334       4,122
03 1986      149,892     154,177     157,031     159,169      46,102       2,699
04 1987      128,790     135,530     139,943     142,665      40,906       2,969
05 1988      133,924     144,644     150,326     161,794      41,434       2,234
06 1989      106,275     123,247     132,965     139,362      31,475         955
07 1990       73,670      99,643     112,998     120,540      27,126         783
08 1991       23,237      58,913      79,877      90,890      22,064         765
09 1992          XXX      18,460      47,927      65,247      19,901         596
10 1993          XXX         XXX      12,174      31,362      15,184         401
11 1994          XXX         XXX         XXX      10,821      10,235         384

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0      55,654      98,786     132,300     161,696     181,128
02 1985       47,540      82,675     103,775     116,845     129,566     139,802
03 1986          XXX      20,742      38,482      49,596      61,798      70,448
04 1987          XXX         XXX      23,354      46,705      59,012      69,554
05 1988          XXX         XXX         XXX      29,671      57,416      69,755
06 1989          XXX         XXX         XXX         XXX      30,117      62,076
07 1990          XXX         XXX         XXX         XXX         XXX      38,153
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR     191,174     196,490     198,930     202,679       3,371         224
02 1985      145,534     148,763     150,891     153,108      21,720       2,770
03 1986       76,289      80,181      82,195      84,660      12,751       2,028
04 1987       78,852      86,374      89,327      91,741      11,572       1,821
05 1988       83,124      90,106     100,913     109,565      12,671       2,127
06 1989       79,167      89,731      99,518     108,486      14,339       2,195
07 1990       71,907      92,158     104,897     117,422      14,119       2,521
08 1991       47,163      83,700     100,648     113,968      13,309       2,516
09 1992          XXX      44,118      82,138      97,021      11,262       2,762
10 1993          XXX         XXX      33,199      55,174      10,169       2,761
11 1994          XXX         XXX         XXX      46,653       8,431       1,700
<PAGE>   69
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0           6          57          87         135         177
02 1985            0           0           0           0           1           1
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           1           1
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR         177         176         178         380           0           0
02 1985            1           1           1           1           0           1
03 1986            0           0           0           0           0           0
04 1987            1           1           1         -13           0           0
05 1988            0           0           0           0           0           0
06 1989            0           0           0           0           0           0
07 1990            0           0           0          -1           0           0
08 1991            0           0           0           0           0           0
09 1992          XXX           0          -1          -1           0           0
10 1993          XXX         XXX           0           0           0           0
11 1994          XXX         XXX         XXX           0           0           0

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   70
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       1991        1992        1993        1994   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 1985            0           0           0           0           0           0
03 1986            0           0           0           0           0           0
04 1987            0           0           0           0           0           0
05 1988            0           0           0           0           0           0
06 1989            0           0           0           0           0           0
07 1990            0           0           0           0           0           0
08 1991            0           0           0           0           0           0
09 1992          XXX           0           0           0           0           0
10 1993          XXX         XXX           0           0           0           0
11 1994          XXX         XXX         XXX           9           0           0

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0       3,771       5,581       6,291       7,486       8,262
02 1985        3,693       7,175       8,229       8,639       8,869       8,955
03 1986          XXX       3,613       7,732       8,206       8,518       8,709
04 1987          XXX         XXX       3,913       7,735       8,736       9,106
05 1988          XXX         XXX         XXX       3,491       8,225       9,524
06 1989          XXX         XXX         XXX         XXX       4,024      10,791
07 1990          XXX         XXX         XXX         XXX         XXX       5,610
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR       8,339       8,491       8,406       8,839         XXX         XXX
02 1985        8,983       9,024       9,124       9,163         XXX         XXX
03 1986        8,727       8,805       8,897       8,843         XXX         XXX
04 1987        9,533       9,476       9,580       9,500         XXX         XXX
05 1988        9,896      10,216      10,341      10,915         XXX         XXX
06 1989       11,089      11,766      12,147      12,305         XXX         XXX
07 1990       13,775      15,369      16,770      17,405         XXX         XXX
08 1991        7,593      16,284      17,630      18,237         XXX         XXX
09 1992          XXX      13,463      23,401      24,679         XXX         XXX
10 1993          XXX         XXX      17,720      27,383         XXX         XXX
11 1994          XXX         XXX         XXX      13,467         XXX         XXX
<PAGE>   71
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0      54,612      93,896     124,123     148,398     191,268
02 1985        3,821      12,542      25,868      39,366      51,974      62,727
03 1986          XXX       3,519      14,769      32,008      48,902      61,597
04 1987          XXX         XXX       3,675      15,093      35,198      47,992
05 1988          XXX         XXX         XXX       1,736      17,060      27,804
06 1989          XXX         XXX         XXX         XXX       1,165       8,678
07 1990          XXX         XXX         XXX         XXX         XXX       1,121
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR     219,213     244,859     279,623     314,133       2,738       3,616
02 1985       65,478      74,366      80,601      82,661       7,951       4,868
03 1986       69,972      76,633      80,807      84,707       6,760       4,555
04 1987       54,656      63,963      73,893      77,808       5,565       3,018
05 1988       40,636      60,092      66,967      75,217       4,543       2,101
06 1989       11,417      26,524      37,383      42,273       3,692       1,646
07 1990        4,013      16,591      26,595      32,300       3,159       1,567
08 1991       -4,800      11,305      21,572      33,568       2,991       1,429
09 1992          XXX       5,172      11,868      24,062       4,080       1,381
10 1993          XXX         XXX       3,241       9,960       2,916       1,295
11 1994          XXX         XXX         XXX         512       1,534       1,117

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1985            4          31          35          59          89         102
03 1986          XXX          88         323         720       1,280       1,342
04 1987          XXX         XXX         189       3,460       3,630       5,595
05 1988          XXX         XXX         XXX       1,598       2,228       2,993
06 1989          XXX         XXX         XXX         XXX         728       2,497
07 1990          XXX         XXX         XXX         XXX         XXX         521
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   72
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       1991        1992        1993        1994   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 1985          102         102         103         103          12          19
03 1986        1,408       1,426       1,431       1,444          42          61
04 1987        6,734       6,583       7,817       7,880         249         208
05 1988        3,717       5,669       6,604       7,030         140         152
06 1989        5,667       7,681       9,727      12,389         113         161
07 1990        5,681      18,452      21,607      31,769          86         209
08 1991        1,827       3,095       5,488       6,412         105         274
09 1992          XXX         785       9,817      15,933          64         214
10 1993          XXX         XXX         159       5,010          63         238
11 1994          XXX         XXX         XXX       3,414          38          34

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1993          XXX         XXX         XXX         XXX         XXX         XXX
03 1994          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       1991        1992        1993        1994   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR         XXX           0      24,964      38,711         XXX         XXX
02 1993          XXX         XXX      62,235      85,833         XXX         XXX
03 1994          XXX         XXX         XXX      93,049         XXX         XXX
<PAGE>   73
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1993          XXX         XXX         XXX         XXX         XXX         XXX
03 1994          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       1991        1992        1993        1994   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR         XXX           0       7,451       7,410      59,142      18,362
02 1993          XXX         XXX      54,800      60,457      42,480       5,645
03 1994          XXX         XXX         XXX      62,797      48,138       8,570

SCHEDULE P - PART 3K             - FIDELITY, SURETY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1993          XXX         XXX         XXX         XXX         XXX         XXX
03 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   74
SCHEDULE P - PART 3K             - FIDELITY, SURETY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR         XXX           0       4,840       6,996         XXX         XXX
02 1993          XXX         XXX       6,959      10,106         XXX         XXX
03 1994          XXX         XXX         XXX       1,671         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            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1993          XXX         XXX         XXX         XXX         XXX         XXX
03 1994          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       1991        1992        1993        1994   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR         XXX           0        -416        -491         XXX         XXX
02 1993          XXX         XXX         199         927         XXX         XXX
03 1994          XXX         XXX         XXX          65         XXX         XXX
<PAGE>   75
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0         798         865       1,257       1,680       1,680
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR       1,835       2,186       2,301          68         XXX         XXX
02 1985            0           0           0           0         XXX         XXX
03 1986            0           0           0           0         XXX         XXX
04 1987            0           0           0           0         XXX         XXX
05 1988            0           0           0           0         XXX         XXX
06 1989            0           0           0           0         XXX         XXX
07 1990            0           0           0           0         XXX         XXX
08 1991            0           0           0           0         XXX         XXX
09 1992          XXX           0           0           0         XXX         XXX
10 1993          XXX         XXX           0           0         XXX         XXX
11 1994          XXX         XXX         XXX           0         XXX         XXX

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX           0           0           0
02 1989          XXX         XXX         XXX         XXX           0           0
03 1990          XXX         XXX         XXX         XXX         XXX           0
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 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   76
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       1991        1992        1993        1994   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            0           0           0           0         XXX         XXX
05 1992          XXX           0           0           0         XXX         XXX
06 1993          XXX         XXX           0           0         XXX         XXX
07 1994          XXX         XXX         XXX           0         XXX         XXX

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX           0           0           0
02 1989          XXX         XXX         XXX         XXX           0           0
03 1990          XXX         XXX         XXX         XXX         XXX           0
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 1994          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       1991        1992        1993        1994   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            0           0           0           0         XXX         XXX
05 1992          XXX           0           0           0         XXX         XXX
06 1993          XXX         XXX           0           0         XXX         XXX
07 1994          XXX         XXX         XXX           0         XXX         XXX
<PAGE>   77
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX           0           0           0
02 1989          XXX         XXX         XXX         XXX           0           0
03 1990          XXX         XXX         XXX         XXX         XXX           0
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 1994          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       1991        1992        1993        1994   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            0           0           0           0         XXX         XXX
05 1992          XXX           0           0           0         XXX         XXX
06 1993          XXX         XXX           0           0         XXX         XXX
07 1994          XXX         XXX         XXX           0         XXX         XXX

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0          57         100         116        -948        -426
02 1985            0         185         457         623         807       1,122
03 1986          XXX           0         288         437         629         710
04 1987          XXX         XXX        -127       3,519      10,460       9,591
<PAGE>   78
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       1991        1992        1993        1994   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR         -30         447       1,034       1,276         XXX         XXX
02 1985        1,103       1,732       1,731       1,731         XXX         XXX
03 1986          731       1,480       1,481       1,586         XXX         XXX
04 1987       10,390       8,386       9,318       9,160         XXX         XXX

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0       6,983      13,103      17,236      19,108      22,788
02 1985          138         236       1,519       3,014       3,673       6,736
03 1986          XXX         201       1,028       3,178       6,207      10,434
04 1987          XXX         XXX         199         908       2,103       2,640
05 1988          XXX         XXX         XXX       1,243       1,462       2,799
06 1989          XXX         XXX         XXX         XXX          50         730
07 1990          XXX         XXX         XXX         XXX         XXX         314
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR      25,379      28,883      30,891      29,125         173         535
02 1985        9,169      10,336      11,084      11,714         456         788
03 1986       13,870      15,703      17,891      18,235         384         629
04 1987        4,537       4,488       6,199       8,146         227         407
05 1988        5,944       2,089       3,305       5,088         185         170
06 1989          930       2,097       3,196       3,629         109         332
07 1990         -320        -696         817       1,083         171         270
08 1991         -111        -869         426       1,175         144         347
09 1992          XXX         -98         290         980         141         284
10 1993          XXX         XXX         -64          34         163         265
11 1994          XXX         XXX         XXX         144          89          77
<PAGE>   79
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           6           7           7           9
04 1987          XXX         XXX          47         883       1,836       2,433
05 1988          XXX         XXX         XXX         168         425         835
06 1989          XXX         XXX         XXX         XXX          41         188
07 1990          XXX         XXX         XXX         XXX         XXX          44
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994   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 1985            0           0           0           0           0           0
03 1986            9           9           7           7           2          11
04 1987        3,321       3,321       3,403       3,403          83          49
05 1988        1,370       1,523       1,628       1,634          71          51
06 1989        1,174       1,455       1,467       1,455          98          77
07 1990          915       2,113       2,108       2,678          58          29
08 1991          100       1,066         144         360         300          68
09 1992          XXX         160         672         842          38          42
10 1993          XXX         XXX          69         205          21          38
11 1994          XXX         XXX         XXX           2          15          19

SCHEDULE P - PART 3S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1993          XXX         XXX         XXX         XXX         XXX         XXX
03 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   80
SCHEDULE P - PART 3S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR         XXX           0           0           0         XXX         XXX
02 1993          XXX         XXX           0           0         XXX         XXX
03 1994          XXX         XXX         XXX           0         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            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR       2,816       1,513         720         523         566         538
02 1985       12,340       1,579         591         468         662         374
03 1986          XXX       9,976       2,680       1,559         451         421
04 1987          XXX         XXX       4,326       2,098         397         399
05 1988          XXX         XXX         XXX       4,019       1,278         749
06 1989          XXX         XXX         XXX         XXX      11,084       1,847
07 1990          XXX         XXX         XXX         XXX         XXX       7,350
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR         350         345         324         238
02 1985          227          10          10           8
03 1986          312          13          17          12
04 1987          404          66          72          -4
05 1988          727         -57           9          -8
06 1989        1,014         -86         -96         -32
07 1990        2,022        -648         -17        -117
08 1991        7,032         601         220        -145
09 1992          XXX      12,777         516        -137
10 1993          XXX         XXX       9,775         758
11 1994          XXX         XXX         XXX      10,266
<PAGE>   81
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR       8,745       2,521         966         447         108         375
02 1985       29,364       7,508       3,532       2,409       1,870         718
03 1986          XXX      33,749      16,229       7,699       2,812         672
04 1987          XXX         XXX      26,545       9,109       3,645       1,749
05 1988          XXX         XXX         XXX      27,932       9,756       3,912
06 1989          XXX         XXX         XXX         XXX      31,287       8,771
07 1990          XXX         XXX         XXX         XXX         XXX      28,937
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR           5           1         765         838
02 1985          386           3           4           1
03 1986        1,412         743        -942        -560
04 1987          609        -130        -104        -113
05 1988          291        -268         457        -166
06 1989          -53      -1,017        -168         -88
07 1990       11,706       5,705       4,244       4,088
08 1991       36,595      18,906       6,533       1,653
09 1992          XXX      49,630      17,707       8,751
10 1993          XXX         XXX      36,118      17,687
11 1994          XXX         XXX         XXX      37,745

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR      20,079      10,115       6,933       5,781       4,365       2,658
02 1985       45,191      11,350       5,505       3,878       2,524       1,411
03 1986          XXX      40,550      26,924      14,253       8,841       3,632
04 1987          XXX         XXX      41,817      24,445      15,037       9,560
05 1988          XXX         XXX         XXX      35,847      18,718      11,126
06 1989          XXX         XXX         XXX         XXX      34,652      19,949
07 1990          XXX         XXX         XXX         XXX         XXX      37,564
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   82
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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR       2,259       2,087         337         527
02 1985          973         340         168         149
03 1986        3,042       2,263       1,459       1,497
04 1987        4,553       2,562       1,008         506
05 1988        4,847       3,871       2,015         209
06 1989        6,184       8,590       5,910       2,211
07 1990       15,456      14,452       4,643       5,497
08 1991       40,301      20,993      18,699      14,613
09 1992          XXX      30,573      25,542      21,313
10 1993          XXX         XXX      50,909      26,483
11 1994          XXX         XXX         XXX      35,934

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR      49,356      36,190      25,428      26,339      31,137      21,262
02 1985       66,237      27,241      21,317      14,096      14,902      10,433
03 1986          XXX      75,366      38,208      22,256      14,745      11,732
04 1987          XXX         XXX      56,621      25,243      15,872      13,018
05 1988          XXX         XXX         XXX      72,604      33,848      22,745
06 1989          XXX         XXX         XXX         XXX      59,318      29,917
07 1990          XXX         XXX         XXX         XXX         XXX      61,945
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR      15,242      17,399      14,724      16,421
02 1985        9,380       1,626       1,734       1,710
03 1986       10,360       7,485       1,810       1,684
04 1987       12,116      11,137       4,605       2,662
05 1988       22,978      21,841      16,685       2,767
06 1989       19,921      16,582      10,233       5,688
07 1990       34,559      21,512      12,614       7,356
08 1991       52,901      34,474      19,763      11,172
09 1992          XXX      50,748      29,031      15,264
10 1993          XXX         XXX      46,697      22,075
11 1994          XXX         XXX         XXX      58,857
<PAGE>   83
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR      23,774      19,908      17,179      12,987      12,549       2,874
02 1985       64,828      18,538      13,331      12,668      17,179       8,755
03 1986          XXX      71,661      42,254      22,244      12,664       7,658
04 1987          XXX         XXX      67,563      31,523      16,269       7,660
05 1988          XXX         XXX         XXX      63,356      33,308      18,108
06 1989          XXX         XXX         XXX         XXX      56,360      28,134
07 1990          XXX         XXX         XXX         XXX         XXX      73,887
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR         195         166         152       9,046
02 1985        5,481       2,810       2,668       2,542
03 1986        4,504       1,306         593       1,031
04 1987        5,778       4,544       2,362         408
05 1988       14,148       9,236       6,477         464
06 1989       14,465       7,889       6,233       2,105
07 1990       29,172      21,781      16,364      12,456
08 1991       71,469      29,894      19,723      16,738
09 1992          XXX      64,303      26,029      17,815
10 1993          XXX         XXX      57,408      31,395
11 1994          XXX         XXX         XXX      40,250

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR       1,355       1,435       1,354       1,364       1,409       1,409
02 1985           21          20          24          35           0           0
03 1986          XXX           7           6           6           0           0
04 1987          XXX         XXX          12           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   84
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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR       1,395       1,395       1,392       1,385
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX           0           0
11 1994          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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX           0           0
11 1994          XXX         XXX         XXX           0
<PAGE>   85
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR       2,796       2,603       2,286       2,209       1,971       1,984
02 1985        1,492         340         417         493         510         567
03 1986          XXX       1,376         717         430         -63         110
04 1987          XXX         XXX       1,029         235         -35          54
05 1988          XXX         XXX         XXX       1,220         146         573
06 1989          XXX         XXX         XXX         XXX         744         -27
07 1990          XXX         XXX         XXX         XXX         XXX         116
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR       1,472       1,342         941         896
02 1985          582         536         511         369
03 1986           71           4          11          10
04 1987           75          30          21          20
05 1988          614         459         595          92
06 1989           39         -49          65          62
07 1990           77        -179          82         159
08 1991          326          15         106         238
09 1992          XXX       1,002        -464        -421
10 1993          XXX         XXX         110      -1,583
11 1994          XXX         XXX         XXX         379

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR      60,238      41,462      21,989      24,362      39,173      35,652
02 1985       60,725      51,264      35,352      20,941      18,872      14,634
03 1986          XXX     166,956     129,846     115,171      60,578      48,669
04 1987          XXX         XXX     142,927     109,434      78,828      55,378
05 1988          XXX         XXX         XXX      91,590      79,395      70,470
06 1989          XXX         XXX         XXX         XXX      66,105      55,326
07 1990          XXX         XXX         XXX         XXX         XXX      71,965
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   86
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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR      39,715      38,723      35,473      71,645
02 1985        9,106       5,860       5,860       7,551
03 1986       28,957      17,480       8,297       8,166
04 1987       38,547      25,444       9,192       5,255
05 1988       56,065      46,024      39,645      21,531
06 1989       48,969      38,405      32,548      19,623
07 1990       68,818      45,389      45,240      27,073
08 1991       95,796      60,425      58,819      32,652
09 1992          XXX      61,088      57,085      44,699
10 1993          XXX         XXX      84,775      60,749
11 1994          XXX         XXX         XXX      78,678

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1985        1,902         959         545          45         212         139
03 1986          XXX      10,098       6,305       5,546       3,013       1,839
04 1987          XXX         XXX      31,352      26,847      22,540      12,377
05 1988          XXX         XXX         XXX      33,022      23,518      22,443
06 1989          XXX         XXX         XXX         XXX      20,724      17,445
07 1990          XXX         XXX         XXX         XXX         XXX      12,289
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0
02 1985           64          39           0           0
03 1986          787         340           0           0
04 1987        6,499       2,736       1,444          12
05 1988       20,773       1,703         307          12
06 1989       12,521       6,013         967          24
07 1990        6,732      11,731       2,355         128
08 1991       30,773      32,824      29,764       6,051
09 1992          XXX      41,301      28,740      27,864
10 1993          XXX         XXX      51,077      40,011
11 1994          XXX         XXX         XXX      44,762
<PAGE>   87
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1993          XXX         XXX         XXX         XXX         XXX         XXX
03 1994          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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR         XXX      16,664       4,125       4,171
02 1993          XXX         XXX      15,702       3,267
03 1994          XXX         XXX         XXX       9,087

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1993          XXX         XXX         XXX         XXX         XXX         XXX
03 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   88
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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR         XXX       6,236         112       1,170
02 1993          XXX         XXX       2,622         906
03 1994          XXX         XXX         XXX       3,385

SCHEDULE P - PART 4K             - FIDELITY, SURETY
    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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1993          XXX         XXX         XXX         XXX         XXX         XXX
03 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4K             - FIDELITY, SURETY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR         XXX       1,419        -106       4,776
02 1993          XXX         XXX       2,207         756
03 1994          XXX         XXX         XXX       3,595
<PAGE>   89
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1993          XXX         XXX         XXX         XXX         XXX         XXX
03 1994          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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR         XXX           1         175         253
02 1993          XXX         XXX       1,131       1,135
03 1994          XXX         XXX         XXX       2,027

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR         356         144          24          29          31          44
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   90
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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR          50         456         852       1,334
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX           0           0
11 1994          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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX           0           0           0
02 1989          XXX         XXX         XXX         XXX           0           0
03 1990          XXX         XXX         XXX         XXX         XXX           0
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 1994          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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991            0           0           0           0
05 1992          XXX           0           0           0
06 1993          XXX         XXX           0           0
07 1994          XXX         XXX         XXX           0
<PAGE>   91
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX           0           0           0
02 1989          XXX         XXX         XXX         XXX           0           0
03 1990          XXX         XXX         XXX         XXX         XXX           0
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 1994          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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991            0           0           0           0
05 1992          XXX           0           0           0
06 1993          XXX         XXX           0           0
07 1994          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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX           0           0           0
02 1989          XXX         XXX         XXX         XXX           0           0
03 1990          XXX         XXX         XXX         XXX         XXX           0
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 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   92
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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991            0           0           0           0
05 1992          XXX           0           0           0
06 1993          XXX         XXX           0           0
07 1994          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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0         538       1,729
02 1985          861         154           0           0           0           0
03 1986          XXX       1,505       2,519       2,670         961       1,045
04 1987          XXX         XXX           0           0           0           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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR         540         539         539         749
02 1985            0           0           0           0
03 1986        1,071       1,002       1,498       1,498
04 1987            0           0           0           0
<PAGE>   93
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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR       7,184       4,263       5,657       8,148       7,386       1,760
02 1985        9,054       8,298       8,703       7,530       7,179       2,685
03 1986          XXX      44,852      41,971      36,272      27,042      15,634
04 1987          XXX         XXX      38,622      34,068      32,082      22,054
05 1988          XXX         XXX         XXX      24,862      14,390      14,927
06 1989          XXX         XXX         XXX         XXX      12,882       8,765
07 1990          XXX         XXX         XXX         XXX         XXX       9,729
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR       4,195       5,042       8,499      20,333
02 1985        2,246       1,634       1,506       3,778
03 1986        9,568       6,498       3,492       3,366
04 1987       11,003       5,532       3,692       1,596
05 1988       10,648       4,921       4,153       4,393
06 1989        8,598       5,187       5,585       4,198
07 1990       12,355      10,206      10,268       7,511
08 1991        8,057       6,787       7,490       5,913
09 1992          XXX       3,278       5,249       3,713
10 1993          XXX         XXX       4,397       4,497
11 1994          XXX         XXX         XXX       7,234

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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1985          117         145         102           6          21          13
03 1986          XXX       2,528       2,155       1,486       1,267         775
04 1987          XXX         XXX      10,458       6,147       6,541       6,777
05 1988          XXX         XXX         XXX       5,831       6,512       6,247
06 1989          XXX         XXX         XXX         XXX       5,449       4,539
07 1990          XXX         XXX         XXX         XXX         XXX       3,652
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   94
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       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0
02 1985            5           3           0           0
03 1986          356         194           0           0
04 1987        4,837       4,457         321           0
05 1988        6,059       5,874       1,065           0
06 1989        3,615       3,770       1,036           8
07 1990        1,549       1,552         502          31
08 1991        4,740       3,922       1,414         376
09 1992          XXX       2,768       1,056         108
10 1993          XXX         XXX         827         216
11 1994          XXX         XXX         XXX         560

SCHEDULE P - PART 4S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    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       1985        1986        1987        1988        1989        1990
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1993          XXX         XXX         XXX         XXX         XXX         XXX
03 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1991        1992        1993        1994
LOSSES WERE
INCURRED
01 PRIOR         XXX           0           0           0
02 1993          XXX         XXX           0           0
03 1994          XXX         XXX         XXX           0
<PAGE>   95
SCHEDULE P - PART 5A             - HOMEOWNERS/FARMOWNERS
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0         381         383
02 1985       36,046      42,803      43,152      43,259      43,309      43,326
03 1986          XXX      25,316      29,541      29,747      29,814      29,843
04 1987          XXX         XXX      17,304      21,148      21,294      21,356
05 1988          XXX         XXX         XXX      15,928      19,958      20,113
06 1989          XXX         XXX         XXX         XXX      22,062      27,691
07 1990          XXX         XXX         XXX         XXX         XXX      17,222
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5A             - HOMEOWNERS/FARMOWNERS
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         385         385         385         386
02 1985       43,331      43,332      43,373      43,373
03 1986       29,855      29,863      29,868      29,872
04 1987       21,376      21,378      21,385      21,379
05 1988       20,157      20,176      20,190      20,198
06 1989       27,943      28,006      28,034      28,053
07 1990       22,247      22,477      22,561      22,592
08 1991       21,317      25,718      25,917      25,979
09 1992          XXX      15,906      19,869      20,073
10 1993          XXX         XXX      17,252      20,099
11 1994          XXX         XXX         XXX      20,616

SCHEDULE P - PART 5A             - HOMEOWNERS/FARMOWNERS
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0         302         176          94          66          47
02 1985          965         268         107          40          15           5
03 1986          XXX         616         210         103          56          29
04 1987          XXX         XXX         481         124          62          27
05 1988          XXX         XXX         XXX         488         114          67
06 1989          XXX         XXX         XXX         XXX         581         183
07 1990          XXX         XXX         XXX         XXX         XXX         660
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   96
SCHEDULE P - PART 5A             - HOMEOWNERS/FARMOWNERS
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR          29          13          12          23
02 1985            1           2           2           2
03 1986           13           8           5           0
04 1987           13           5           3           2
05 1988           35          22           9           6
06 1989           77          59          31          12
07 1990          210         108          47          20
08 1991          513         173          95          56
09 1992          XXX         391         184          75
10 1993          XXX         XXX       1,643         147
11 1994          XXX         XXX         XXX       1,715

SCHEDULE P - PART 5A             - HOMEOWNERS/FARMOWNERS
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985       37,282      43,622      43,863      43,928      43,959      43,969
03 1986          XXX      26,165      30,143      30,290      30,328      30,347
04 1987          XXX         XXX      17,926      21,541      21,648      21,682
05 1988          XXX         XXX         XXX      16,609      20,362      20,477
06 1989          XXX         XXX         XXX         XXX      22,837      28,262
07 1990          XXX         XXX         XXX         XXX         XXX      18,029
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5A             - HOMEOWNERS/FARMOWNERS
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985       43,970      43,978      44,017      44,004
03 1986       30,354      30,361      30,365      30,344
04 1987       21,693      21,696      21,700      21,682
05 1988       20,507      20,528      20,533      20,523
06 1989       28,449      28,528      28,582      28,589
07 1990       22,819      23,006      23,050      23,068
08 1991       22,048      26,329      26,503      26,545
09 1992          XXX      16,480      20,398      20,572
10 1993          XXX         XXX      20,181      22,315
11 1994          XXX         XXX         XXX      26,644
<PAGE>   97
SCHEDULE P - PART 5B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0       2,802       2,833
02 1985       35,650      48,846      50,855      51,441      51,661      51,750
03 1986          XXX      27,211      36,398      37,656      38,058      38,203
04 1987          XXX         XXX      22,271      29,859      30,917      31,232
05 1988          XXX         XXX         XXX      22,870      30,303      31,257
06 1989          XXX         XXX         XXX         XXX      25,411      34,715
07 1990          XXX         XXX         XXX         XXX         XXX      28,746
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR       2,841       2,848       2,857       2,856
02 1985       52,024      53,937      53,946      54,358
03 1986       38,472      40,277      40,292      40,714
04 1987       31,547      33,211      33,223      33,774
05 1988       31,674      33,270      33,329      33,922
06 1989       36,156      37,850      37,997      38,625
07 1990       37,072      39,550      40,009      40,979
08 1991       19,839      29,128      30,554      31,383
09 1992          XXX      21,343      30,634      31,433
10 1993          XXX         XXX      26,007      33,532
11 1994          XXX         XXX         XXX      30,862

SCHEDULE P - PART 5B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0       1,722         814         501         313         252
02 1985       10,822       2,705         865         360         132          45
03 1986          XXX       8,395       1,812         625         213          91
04 1987          XXX         XXX       7,109       1,577         548         210
05 1988          XXX         XXX         XXX       6,935       1,488         517
06 1989          XXX         XXX         XXX         XXX       6,867       1,534
07 1990          XXX         XXX         XXX         XXX         XXX       6,273
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   98
SCHEDULE P - PART 5B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR          52          45          31          27
02 1985           23          15          11           5
03 1986           36          28          16           7
04 1987           79          42          24           9
05 1988          221         105          50           8
06 1989          493         273         129          41
07 1990        1,699         685         294         102
08 1991        5,432       1,660         555         203
09 1992          XXX       5,883       1,635         469
10 1993          XXX         XXX       9,388       2,118
11 1994          XXX         XXX         XXX       9,359

SCHEDULE P - PART 5B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985       57,804      67,653      68,389      68,624      68,728      70,433
03 1986          XXX      46,685      53,054      53,584      53,790      57,688
04 1987          XXX         XXX      40,205      45,676      46,450      50,398
05 1988          XXX         XXX         XXX      32,459      39,366      39,637
06 1989          XXX         XXX         XXX         XXX      39,567      45,512
07 1990          XXX         XXX         XXX         XXX         XXX      44,737
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985       70,572      72,762      72,764      73,368
03 1986       57,568      59,616      59,620      60,262
04 1987       50,661      52,499      52,533      53,355
05 1988       39,931      43,650      41,659      42,545
06 1989       46,068      47,756      47,838      48,695
07 1990       50,131      51,957      52,082      53,333
08 1991       28,995      36,024      36,527      37,298
09 1992          XXX      30,815      37,364      37,311
10 1993          XXX         XXX      41,057      43,748
11 1994          XXX         XXX         XXX      51,559
<PAGE>   99
SCHEDULE P - PART 5C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0     100,069     100,084
02 1985       17,040      21,293      21,972      22,202      21,708      21,790
03 1986          XXX       9,793      12,723      13,203      13,503      13,629
04 1987          XXX         XXX       8,335      11,317      11,926      12,156
05 1988          XXX         XXX         XXX       8,659      12,326      12,980
06 1989          XXX         XXX         XXX         XXX       9,811      13,126
07 1990          XXX         XXX         XXX         XXX         XXX       8,258
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR     100,110     100,129     100,136     100,139
02 1985       22,197      22,579      22,589      24,723
03 1986       14,632      15,208      15,216      16,504
04 1987       13,468      14,143      14,252      15,804
05 1988       14,135      14,803      14,909      16,457
06 1989       14,391      15,220      15,410      15,986
07 1990       11,393      13,056      13,401      14,027
08 1991        6,858      10,158      10,741      11,862
09 1992          XXX       6,762       9,578      11,116
10 1993          XXX         XXX       7,822      12,482
11 1994          XXX         XXX         XXX       9,994

SCHEDULE P - PART 5C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0       1,699       1,000         506         514         196
02 1985        4,049       1,369         782         425         172          86
03 1986          XXX       2,794       1,054         604         258         102
04 1987          XXX         XXX       2,469         927         408         206
05 1988          XXX         XXX         XXX       3,128       1,022         446
06 1989          XXX         XXX         XXX         XXX       2,760       1,079
07 1990          XXX         XXX         XXX         XXX         XXX       2,652
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   100
SCHEDULE P - PART 5C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         111          83          73          69
02 1985           34          16           4           5
03 1986           55          26          12           2
04 1987          129          57          25          10
05 1988          284         114          52          32
06 1989          654         297         129          62
07 1990        1,542         723         271         119
08 1991        2,931       1,382         566         276
09 1992          XXX       3,218       1,096         553
10 1993          XXX         XXX       3,739       1,685
11 1994          XXX         XXX         XXX       4,624

SCHEDULE P - PART 5C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985       23,612      27,207      27,507      27,595      27,671      28,196
03 1986          XXX      14,724      17,102      17,369      17,479      17,503
04 1987          XXX         XXX      13,000      15,504      15,808      15,887
05 1988          XXX         XXX         XXX      14,744      17,236      17,506
06 1989          XXX         XXX         XXX         XXX      15,225      17,625
07 1990          XXX         XXX         XXX         XXX         XXX      12,844
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985       28,704      29,121      29,123      30,133
03 1986       18,965      19,608      19,615      20,272
04 1987       17,733      18,453      18,474      19,433
05 1988       19,046      19,684      19,701      20,678
06 1989       19,060      19,661      19,713      20,496
07 1990       16,284      17,392      17,345      17,793
08 1991       11,379      13,988      13,882      15,316
09 1992          XXX      11,660      13,269      15,015
10 1993          XXX         XXX      14,378      19,193
11 1994          XXX         XXX         XXX      19,204
<PAGE>   101
SCHEDULE P - PART 5D             - WORKERS' COMPENSATION
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0     210,710     210,987
02 1985       49,828      62,399      63,651      64,293      64,740      64,962
03 1986          XXX      31,779      41,441      42,454      43,054      43,352
04 1987          XXX         XXX      25,727      35,835      36,984      37,426
05 1988          XXX         XXX         XXX      26,809      35,308      36,268
06 1989          XXX         XXX         XXX         XXX      22,652      29,616
07 1990          XXX         XXX         XXX         XXX         XXX      19,227
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5D             - WORKERS' COMPENSATION
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR     212,214     212,483     212,706     212,921
02 1985       65,124      65,138      65,196      68,334
03 1986       43,488      43,544      43,587      46,102
04 1987       37,661      37,762      37,842      40,906
05 1988       36,698      36,932      37,059      41,434
06 1989       30,529      31,054      31,312      31,475
07 1990       25,404      26,433      26,894      27,126
08 1991       15,376      20,682      21,582      22,064
09 1992          XXX      13,957      19,031      19,901
10 1993          XXX         XXX      12,004      15,184
11 1994          XXX         XXX         XXX      10,235

SCHEDULE P - PART 5D             - WORKERS' COMPENSATION
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0       5,540       4,248       3,713       3,236       2,983
02 1985        6,667       2,870       1,847       1,198         679         450
03 1986          XXX       5,052       2,319       1,393         766         462
04 1987          XXX         XXX       4,811       2,356       1,255         770
05 1988          XXX         XXX         XXX       5,752       2,374       1,432
06 1989          XXX         XXX         XXX         XXX       3,905       2,013
07 1990          XXX         XXX         XXX         XXX         XXX       4,048
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   102
SCHEDULE P - PART 5D             - WORKERS' COMPENSATION
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR       2,637       2,349       2,218       1,989
02 1985          302         250         203         162
03 1986          276         195         147         118
04 1987          445         275         192         140
05 1988          826         497         358         230
06 1989        1,087         635         398         264
07 1990        1,748         980         579         383
08 1991        3,208       1,710         932         539
09 1992          XXX       2,722       1,409         784
10 1993          XXX         XXX       1,971         937
11 1994          XXX         XXX         XXX       1,434

SCHEDULE P - PART 5D             - WORKERS' COMPENSATION
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985       59,334      70,434      70,892      71,137      71,204      71,263
03 1986          XXX      39,767      48,229      48,664      48,800      48,866
04 1987          XXX         XXX      33,394      43,352      43,833      43,955
05 1988          XXX         XXX         XXX      36,313      43,354      43,728
06 1989          XXX         XXX         XXX         XXX      26,936      32,241
07 1990          XXX         XXX         XXX         XXX         XXX      23,652
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   103
SCHEDULE P - PART 5D             - WORKERS' COMPENSATION
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985       71,316      71,221      71,247      71,344
03 1986       48,899      48,833      48,844      48,919
04 1987       43,996      43,911      43,925      44,015
05 1988       43,827      43,815      43,837      43,898
06 1989       32,522      32,585      32,629      32,694
07 1990       27,826      28,126      28,214      28,292
08 1991       18,991      22,993      23,241      23,368
09 1992          XXX      16,992      20,957      21,281
10 1993          XXX         XXX      14,222      16,522
11 1994          XXX         XXX         XXX      12,053

SCHEDULE P - PART 5E             - COMMERICAL MULTIPLE PERIL
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0       2,893       3,100
02 1985       14,216      19,108      19,925      20,319      20,552      20,681
03 1986          XXX       7,892      10,941      11,498      11,834      12,004
04 1987          XXX         XXX       6,662       9,932      10,502      10,758
05 1988          XXX         XXX         XXX       7,745      11,116      11,671
06 1989          XXX         XXX         XXX         XXX       8,379      12,527
07 1990          XXX         XXX         XXX         XXX         XXX       8,650
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5E             - COMMERICAL MULTIPLE PERIL
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR       3,201       3,294       3,335       3,371
02 1985       20,770      20,824      20,855      21,720
03 1986       12,098      12,158      12,196      12,751
04 1987       10,937      11,049      11,092      11,572
05 1988       11,928      12,090      12,190      12,671
06 1989       13,117      13,421      13,589      14,339
07 1990       12,604      13,216      13,513      14,119
08 1991        8,593      11,972      12,591      13,309
09 1992          XXX       7,080      10,403      11,262
10 1993          XXX         XXX       7,225      10,169
11 1994          XXX         XXX         XXX       8,431

SCHEDULE P - PART 5E             - COMMERICAL MULTIPLE PERIL
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0       2,166       1,242         811         536         322
02 1985        2,212       1,207         761         474         341         224
03 1986          XXX       1,580         876         601         378         226
04 1987          XXX         XXX       1,385         805         541         365
05 1988          XXX         XXX         XXX       1,587         780         554
06 1989          XXX         XXX         XXX         XXX       1,521         968
07 1990          XXX         XXX         XXX         XXX         XXX       1,974
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   104
SCHEDULE P - PART 5E             - COMMERICAL MULTIPLE PERIL
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         265         176         149         131
02 1985          151         117          71          52
03 1986          135          90          66          48
04 1987          201         108          71          40
05 1988          389         245         141          71
06 1989          638         442         299         171
07 1990        1,055         682         420         232
08 1991        1,711       1,113         704         451
09 1992          XXX       1,626       1,036         694
10 1993          XXX         XXX       1,859       1,153
11 1994          XXX         XXX         XXX       2,634

SCHEDULE P - PART 5E             - COMMERICAL MULTIPLE PERIL
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985       17,169      21,998      22,641      22,935      23,170      23,335
03 1986          XXX      10,100      13,190      13,692      13,933      14,055
04 1987          XXX         XXX       8,562      11,932      12,453      12,365
05 1988          XXX         XXX         XXX      10,075      13,441      13,945
06 1989          XXX         XXX         XXX         XXX      10,628      15,022
07 1990          XXX         XXX         XXX         XXX         XXX      11,401
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5E             - COMMERICAL MULTIPLE PERIL
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985       23,450      23,541      23,601      24,542
03 1986       14,117      14,168      14,223      14,827
04 1987       12,775      12,845      12,893      13,433
05 1988       14,188      14,290      14,360      14,869
06 1989       15,572      15,844      15,958      16,705
07 1990       15,431      16,064      16,281      16,872
08 1991       11,079      15,042      15,597      16,276
09 1992          XXX       9,743      13,825      14,718
10 1993          XXX         XXX      10,337      14,083
11 1994          XXX         XXX         XXX      12,765
<PAGE>   105
SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - OCCURRENCE
SECTION 1A
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - OCCURRENCE
SECTION 1A
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX           0           0
11 1994          XXX         XXX         XXX           0

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - CLAIMS MADE
SECTION 1B
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   106
SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - CLAIMS MADE
SECTION 1B
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX           0           0
11 1994          XXX         XXX         XXX           0

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - OCCURRENCE
SECTION 2A
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           2           2           6           6           5
02 1985            0           0           0           1           1           1
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - OCCURRENCE
SECTION 2A
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           5           3           3           3
02 1985            1           0           0           1
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX           0           0
11 1994          XXX         XXX         XXX           0
<PAGE>   107
SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - CLAIMS MADE
SECTION 2B
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - CLAIMS MADE
SECTION 2B
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX           0           0
11 1994          XXX         XXX         XXX           2

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - OCCURRENCE
SECTION 3A
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            1           1           1           1           1           1
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   108
SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - OCCURRENCE
SECTION 3A
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            1           1           1           1
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX           0           0
11 1994          XXX         XXX         XXX           0

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - CLAIMS MADE
SECTION 3B
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - CLAIMS MADE
SECTION 3B
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX           0           0
11 1994          XXX         XXX         XXX           2
<PAGE>   109
SCHEDULE P - PART 5H             - OTHER LIABILITY - OCCURRENCE
SECTION 1A
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0       2,853       3,023
02 1985        3,571       6,337       7,057       7,425       7,634       7,784
03 1986          XXX       3,301       5,249       5,932       6,309       6,492
04 1987          XXX         XXX       2,613       4,311       4,830       5,154
05 1988          XXX         XXX         XXX       2,180       3,263       3,630
06 1989          XXX         XXX         XXX         XXX       2,104       3,079
07 1990          XXX         XXX         XXX         XXX         XXX       1,597
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5H             - OTHER LIABILITY - OCCURRENCE
SECTION 1A
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR       3,162       3,248       3,329       2,738
02 1985        7,851       7,909       7,934       7,951
03 1986        6,608       6,672       6,702       6,760
04 1987        5,195       5,279       5,408       5,565
05 1988        3,799       3,920       4,035       4,543
06 1989        3,304       3,491       3,634       3,692
07 1990        2,613       2,849       3,046       3,159
08 1991        1,434       2,395       2,810       2,991
09 1992          XXX       2,232       3,742       4,080
10 1993          XXX         XXX       1,860       2,916
11 1994          XXX         XXX         XXX       1,534

SCHEDULE P - PART 5H             - OTHER LIABILITY - CLAIMS MADE
SECTION 1B
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            2           6           6           9          11          12
03 1986          XXX           5          20          31          37          38
04 1987          XXX         XXX          36          64          89          99
05 1988          XXX         XXX         XXX          46          80          90
06 1989          XXX         XXX         XXX         XXX          39          53
07 1990          XXX         XXX         XXX         XXX         XXX          32
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   110
SCHEDULE P - PART 5H             - OTHER LIABILITY - CLAIMS MADE
SECTION 1B
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985           12          12          12          12
03 1986           40          42          42          42
04 1987          177         172         174         249
05 1988          129         125         126         140
06 1989           82          84          89         113
07 1990           49          69          77          86
08 1991           52         121         144         105
09 1992          XXX         109          38          64
10 1993          XXX         XXX          14          63
11 1994          XXX         XXX         XXX          38

SCHEDULE P - PART 5H             - OTHER LIABILITY - OCCURRENCE
SECTION 2A
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0       2,425       1,837       1,709       1,399       1,306
02 1985        2,091       1,550         984         799         470         326
03 1986          XXX       2,126       1,283         734         611         407
04 1987          XXX         XXX       1,475       1,010         702         481
05 1988          XXX         XXX         XXX       1,050         705         582
06 1989          XXX         XXX         XXX         XXX         826         618
07 1990          XXX         XXX         XXX         XXX         XXX         692
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5H             - OTHER LIABILITY - OCCURRENCE
SECTION 2A
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR       1,351       1,622       1,742       1,912
02 1985          260         233         230         259
03 1986          233         197         158         159
04 1987          298         204         148         120
05 1988          400         255         143         105
06 1989          535         374         221         144
07 1990          569         445         313         250
08 1991          560         529         450         299
09 1992          XXX         674         553         407
10 1993          XXX         XXX         992         671
11 1994          XXX         XXX         XXX         999
<PAGE>   111
SCHEDULE P - PART 5H             - OTHER LIABILITY - CLAIMS MADE
SECTION 2B
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            3           3           4           3           1           0
03 1986          XXX          39          21           3           8           4
04 1987          XXX         XXX         134          73          32          18
05 1988          XXX         XXX         XXX         111          55          46
06 1989          XXX         XXX         XXX         XXX         148          94
07 1990          XXX         XXX         XXX         XXX         XXX         202
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5H             - OTHER LIABILITY - CLAIMS MADE
SECTION 2B
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            2           0           1           1
04 1987           12           9           4           3
05 1988           29          15           9           6
06 1989           58          21          12          13
07 1990          144         111          88          55
08 1991          337         175         119          97
09 1992          XXX         222         211         148
10 1993          XXX         XXX         277         247
11 1994          XXX         XXX         XXX         588

SCHEDULE P - PART 5H             - OTHER LIABILITY - OCCURRENCE
SECTION 3A
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985        7,200      10,829      11,652      12,147      12,202      13,107
03 1986          XXX       7,056       9,814      10,571      10,851      11,401
04 1987          XXX         XXX       5,205       7,281       7,811       8,307
05 1988          XXX         XXX         XXX       4,218       5,616       6,162
06 1989          XXX         XXX         XXX         XXX       3,373       4,676
07 1990          XXX         XXX         XXX         XXX         XXX       2,725
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   112
SCHEDULE P - PART 5H             - OTHER LIABILITY - OCCURRENCE
SECTION 3A
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985       12,866      12,944      13,036      13,078
03 1986       11,383      11,425      11,485      11,474
04 1987        8,270       8,343       8,537       8,703
05 1988        6,330       6,435       6,565       6,749
06 1989        4,994       5,186       5,306       5,482
07 1990        4,030       4,384       4,637       4,976
08 1991        2,384       3,684       4,287       4,719
09 1992          XXX       3,146       5,176       5,868
10 1993          XXX         XXX       3,001       4,882
11 1994          XXX         XXX         XXX       3,650

SCHEDULE P - PART 5H             - OTHER LIABILITY - CLAIMS MADE
SECTION 3B
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            9          29          31          31          31          31
03 1986          XXX          62          91          95          99         100
04 1987          XXX         XXX         182         232         247         251
05 1988          XXX         XXX         XXX         172         224         236
06 1989          XXX         XXX         XXX         XXX         191         238
07 1990          XXX         XXX         XXX         XXX         XXX         245
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5H             - OTHER LIABILITY - CLAIMS MADE
SECTION 3B
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985           31          31          31          31
03 1986          100         101         102         104
04 1987          347         327         327         460
05 1988          296         278         278         298
06 1989          272         238         238         287
07 1990          343         345         353         350
08 1991          426         507         516         476
09 1992          XXX         582         642         426
10 1993          XXX         XXX         326         548
11 1994          XXX         XXX         XXX         660
<PAGE>   113
SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 1A
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0          36          67
02 1985          135         226         295         375         392         413
03 1986          XXX         140         241         280         295         330
04 1987          XXX         XXX          98         161         189         154
05 1988          XXX         XXX         XXX          51          77          40
06 1989          XXX         XXX         XXX         XXX          36          20
07 1990          XXX         XXX         XXX         XXX         XXX          44
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 1A
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR          94         131         153         173
02 1985          457         471         446         456
03 1986          373         390         377         384
04 1987          226         227         234         227
05 1988          110         136         133         185
06 1989           74          77          87         109
07 1990          107         119         130         171
08 1991           61         100         121         144
09 1992          XXX          75         118         141
10 1993          XXX         XXX         111         163
11 1994          XXX         XXX         XXX          89

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 1B
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           2           2           2           2
04 1987          XXX         XXX          29          32          45          57
05 1988          XXX         XXX         XXX          23          38          59
06 1989          XXX         XXX         XXX         XXX          42          61
07 1990          XXX         XXX         XXX         XXX         XXX          21
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   114
SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 1B
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            2           2           2           2
04 1987           59          77          80          83
05 1988           68          62          68          71
06 1989           66          91          92          98
07 1990           33          57          61          58
08 1991           26         263         271         300
09 1992          XXX          25          33          38
10 1993          XXX         XXX          19          21
11 1994          XXX         XXX         XXX          15

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 2A
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0         339         207         144         824         841
02 1985          107         182         134          83         221         161
03 1986          XXX         153         123          66         125          94
04 1987          XXX         XXX          74          52          67          62
05 1988          XXX         XXX         XXX          10          54          49
06 1989          XXX         XXX         XXX         XXX          39          45
07 1990          XXX         XXX         XXX         XXX         XXX          38
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 2A
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         975         975         904         861
02 1985          164         161         139         133
03 1986          164         150          97          95
04 1987          104          92          60          76
05 1988           93          74          44          42
06 1989           63          65          29          27
07 1990           86          94          54          56
08 1991           42          49          39          42
09 1992          XXX          25          43          62
10 1993          XXX         XXX          29          62
11 1994          XXX         XXX         XXX          74
<PAGE>   115
SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 2B
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           3           2           0           1           1
04 1987          XXX         XXX          12          29          21          13
05 1988          XXX         XXX         XXX          18          42          28
06 1989          XXX         XXX         XXX         XXX          28          17
07 1990          XXX         XXX         XXX         XXX         XXX          17
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 2B
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987           11          10           4           3
05 1988           19           8           2           2
06 1989           25           2           1           2
07 1990           29          11           4           1
08 1991           30          58          40          20
09 1992          XXX          30          16           8
10 1993          XXX         XXX          34          16
11 1994          XXX         XXX         XXX          30

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 3A
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985          293         532         656         726         788         814
03 1986          XXX         375         606         663         754         794
04 1987          XXX         XXX         258         387         479         404
05 1988          XXX         XXX         XXX         128         207         150
06 1989          XXX         XXX         XXX         XXX         133          70
07 1990          XXX         XXX         XXX         XXX         XXX          98
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   116
SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 3A
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985        1,330       1,366       1,306       1,377
03 1986        1,327       1,371       1,043       1,108
04 1987          794         819         626         710
05 1988          446         469         324         397
06 1989          276         258         218         468
07 1990          287         332         267         497
08 1991          124         209         228         533
09 1992          XXX         118         198         487
10 1993          XXX         XXX         167         490
11 1994          XXX         XXX         XXX         240

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 3B
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           3          11          11          12          12
04 1987          XXX         XXX          45          84         108         127
05 1988          XXX         XXX         XXX          45         100         117
06 1989          XXX         XXX         XXX         XXX          76         119
07 1990          XXX         XXX         XXX         XXX         XXX          41
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 3B
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986           12          12          12          13
04 1987          130         133         134         135
05 1988          125         122         123         124
06 1989          131         169         169         177
07 1990           99          96          96          88
08 1991           62         372         372         388
09 1992          XXX          73          77          88
10 1993          XXX         XXX          66          75
11 1994          XXX         XXX         XXX          64
<PAGE>   117
SCHEDULE P - PART 6C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX     157,546     177,162
11 1994          XXX         XXX         XXX     166,527

SCHEDULE P - PART 6C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   118
SCHEDULE P - PART 6C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX      58,106      68,091
11 1994          XXX         XXX         XXX      57,735

SCHEDULE P - PART 6D             - WORKERS' COMPENSATION
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6D             - WORKERS' COMPENSATION
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX     136,518     144,639
11 1994          XXX         XXX         XXX     144,300
<PAGE>   119
SCHEDULE P - PART 6D             - WORKERS' COMPENSATION
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6D             - WORKERS' COMPENSATION
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX      32,189      42,149
11 1994          XXX         XXX         XXX      25,847

SCHEDULE P - PART 6E             - COMMERICAL MULTIPLE PERIL
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   120
SCHEDULE P - PART 6E             - COMMERICAL MULTIPLE PERIL
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX     191,501     195,744
11 1994          XXX         XXX         XXX     213,494

SCHEDULE P - PART 6E             - COMMERICAL MULTIPLE PERIL
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6E             - COMMERICAL MULTIPLE PERIL
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX      20,088      28,083
11 1994          XXX         XXX         XXX      29,117
<PAGE>   121
SCHEDULE P - PART 6H             - OTHER LIABILITY - OCCURRENCE
SECTION 1A
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6H             - OTHER LIABILITY - OCCURRENCE
SECTION 1A
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX     205,776     234,739
11 1994          XXX         XXX         XXX     225,758

SCHEDULE P - PART 6H             - OTHER LIABILITY - CLAIMS MADE
SECTION 1B
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   122
SCHEDULE P - PART 6H             - OTHER LIABILITY - CLAIMS MADE
SECTION 1B
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX      88,905      92,678
11 1994          XXX         XXX         XXX      97,424

SCHEDULE P - PART 6H             - OTHER LIABILITY - OCCURRENCE
SECTION 2A
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6H             - OTHER LIABILITY - OCCURRENCE
SECTION 2A
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX      92,175     109,596
11 1994          XXX         XXX         XXX      97,880
<PAGE>   123
SCHEDULE P - PART 6H             - OTHER LIABILITY - CLAIMS MADE
SECTION 2B
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6H             - OTHER LIABILITY - CLAIMS MADE
SECTION 2B
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX       5,235       6,564
11 1994          XXX         XXX         XXX       6,288

SCHEDULE P - PART 6M             - INTERNATIONAL
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   124
SCHEDULE P - PART 6M             - INTERNATIONAL
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX           0           0
11 1994          XXX         XXX         XXX           0

SCHEDULE P - PART 6M             - INTERNATIONAL
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6M             - INTERNATIONAL
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX           0           0
11 1994          XXX         XXX         XXX           0
<PAGE>   125
SCHEDULE P - PART 6N             - REINSURANCE A
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 1988          XXX         XXX         XXX           0           0           0
02 1989          XXX         XXX         XXX         XXX           0           0
03 1990          XXX         XXX         XXX         XXX         XXX           0
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 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6N             - REINSURANCE A
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991            0           0           0           0
05 1992          XXX           0           0           0
06 1993          XXX         XXX           0           0
07 1994          XXX         XXX         XXX           0

SCHEDULE P - PART 6N             - REINSURANCE A
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 1988          XXX         XXX         XXX           0           0           0
02 1989          XXX         XXX         XXX         XXX           0           0
03 1990          XXX         XXX         XXX         XXX         XXX           0
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 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   126
SCHEDULE P - PART 6N             - REINSURANCE A
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991            0           0           0           0
05 1992          XXX           0           0           0
06 1993          XXX         XXX           0           0
07 1994          XXX         XXX         XXX           0

SCHEDULE P - PART 6O             - REINSURANCE B
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 1988          XXX         XXX         XXX           0           0           0
02 1989          XXX         XXX         XXX         XXX           0           0
03 1990          XXX         XXX         XXX         XXX         XXX           0
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 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6O             - REINSURANCE B
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991            0           0           0           0
05 1992          XXX           0           0           0
06 1993          XXX         XXX           0           0
07 1994          XXX         XXX         XXX           0
<PAGE>   127
SCHEDULE P - PART 6O             - REINSURANCE B
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 1988          XXX         XXX         XXX           0           0           0
02 1989          XXX         XXX         XXX         XXX           0           0
03 1990          XXX         XXX         XXX         XXX         XXX           0
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 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6O             - REINSURANCE B
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991            0           0           0           0
05 1992          XXX           0           0           0
06 1993          XXX         XXX           0           0
07 1994          XXX         XXX         XXX           0

SCHEDULE P - PART 6R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 1A
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX
<PAGE>   128
SCHEDULE P - PART 6R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 1A
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX      11,571      15,800
11 1994          XXX         XXX         XXX      11,774

SCHEDULE P - PART 6R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 1B
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 1B
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX       2,210       2,305
11 1994          XXX         XXX         XXX       2,078
<PAGE>   129
SCHEDULE P - PART 6R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 2A
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 2A
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX       4,930       7,005
11 1994          XXX         XXX         XXX       3,910

SCHEDULE P - PART 6R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 2B
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1985        1986        1987        1988        1989        1990
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1985            0           0           0           0           0           0
03 1986          XXX           0           0           0           0           0
04 1987          XXX         XXX           0           0           0           0
05 1988          XXX         XXX         XXX           0           0           0
06 1989          XXX         XXX         XXX         XXX           0           0
07 1990          XXX         XXX         XXX         XXX         XXX           0
08 1991          XXX         XXX         XXX         XXX         XXX         XXX
09 1992          XXX         XXX         XXX         XXX         XXX         XXX
10 1993          XXX         XXX         XXX         XXX         XXX         XXX
11 1994          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 2B
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1991        1992        1993        1994
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1985            0           0           0           0
03 1986            0           0           0           0
04 1987            0           0           0           0
05 1988            0           0           0           0
06 1989            0           0           0           0
07 1990            0           0           0           0
08 1991            0           0           0           0
09 1992          XXX           0           0           0
10 1993          XXX         XXX       1,528       1,558
11 1994          XXX         XXX         XXX       1,915


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