AMERICAN PREMIER UNDERWRITERS INC
10-K, 1994-03-29
FIRE, MARINE & CASUALTY INSURANCE
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                       
                            FORM 10-K

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

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

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

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

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

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

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

</TABLE>

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

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

Common Stock, $1 par value . . . . . . . New York Stock Exchange

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

                              None
                        (Title of class)

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X  No___

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

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

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

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

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

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

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

__________________________

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

                                                            Page

PART I

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

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

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

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

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

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

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

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

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

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

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

PART II

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

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

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

ITEM   8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . .  18

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

PART III

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

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

ITEM  12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
              AND MANAGEMENT. . . . . . . . . . . . . . . .  18

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

PART IV

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

PAGE
<PAGE>
                                    PART I

ITEM 1.  BUSINESS

                                 INTRODUCTION

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

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

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

     The Company's Board of Directors (the "Board") has at this
stage concluded that the proposed acquisition merits serious
consideration, in part because it could further the Company's
strategy of achieving higher returns by investing its substantial
cash resources in profitable property and casualty insurance 
businesses.  The Board also concluded that the proposed acquisi-
tion is potentially attractive in that it could provide the
Company with the opportunity to become a full-service provider of
private passenger automobile insurance on a nationwide basis that
can take advantage of the Company's existing auto insurance
management and underwriting skills.

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

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

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

<PAGE>

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

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

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

     In December 1993, the Company signed an agreement in princi-
ple with the Metropolitan Transportation Authority of the State
of New York (the "MTA") that provides for an extension of the end
of the Company's lease to the MTA of Grand Central Terminal       
("GCT") and the Harlem and Hudson commuter rail lines from the
year 2032 to 2274.  It also provides for the grant of an option
to the MTA to purchase the leased property in 25 years.  In
return, the Company would receive consideration having an esti-
mated present value of $55 million, principally in the form of
increased future lease rental payments.  See "Description of
Businesses--Non-Insurance Operations--Other--GCT and Related
Development Rights".

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


                    DESCRIPTION OF BUSINESSES

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

                            INSURANCE

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

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

     The Company's primary objective in its insurance operations
is to achieve underwriting profitability, in addition to earning
income from investment of premiums.  The Company has met this
objective in each of the four full years that it has owned its
insurance operations.  In 1993, these operations had an overall
GAAP combined ratio of 96.2% (representing a 3.8% underwriting
profit).  On a statutory basis, the combined ratio was 94.0%, as
compared with a property and casualty statutory insurance average
of 109.2% (as estimated by A.M. Best).  The Company experienced
net earned premium growth of 27.5% in 1993 while maintaining
underwriting profitability.  Management's philosophy is to
refrain from writing business that is not expected to produce an
underwriting profit even if it is necessary to limit premium
growth to do so.

                                2
<PAGE>

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

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

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

     General.  The NSA Group is engaged in the writing of insur-
ance coverage on private passenger automobile physical damage and
liability policies for "non-standard risks".  The NSA Group has
four principal operating units comprised of Atlanta Casualty
Company, Windsor Insurance Company, Infinity Insurance Company and
Leader National Insurance Company and their respective subsidiaries
("Atlanta Casualty", "Windsor", "Infinity" and "Leader National",
respectively) and includes a total of ten insurance companies. 
Atlanta Casualty, Windsor, Infinity and Leader National are rated
A+ (Superior), A+ (Superior), A (Excellent) and A- (Excellent),
respectively, by A.M. Best, which rates insurance companies based
upon factors of concern to policyholders.

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

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

                                   3
<PAGE>

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

<TABLE>
<CAPTION>
                                      Years Ended December 31,    
                                ---------------------------------
                                    1993                 1992 
                                -----------           -----------
                                       (Dollars in millions)
<S>                          <C>       <C>        <C>      <C>
Florida ...................  $121.1     13.3%     $131.7    19.8%
Georgia ...................   110.7     12.2        90.8    13.7
Texas .....................    96.5     10.6        37.1     5.6
California ................    54.0      5.9        52.2     7.9
Arizona ...................    53.7      5.9        39.2     5.9
Tennessee .................    41.3      4.6        31.0     4.7
Alabama ...................    34.2      3.8        27.4     4.1
Connecticut ...............    33.5      3.7        23.4     3.5
Missouri ..................    31.2      3.4        14.8     2.2
Indiana ...................    29.3      3.2        22.6     3.4
All Other .................   302.9     33.4       193.9    29.2
                              -----     ----       -----    ----

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

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

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

<TABLE>
<CAPTION>
                                     Years Ended December 31,
                                     ------------------------     
                                1993         1992          1991
<S>                           <C>           <C>           <C>
NSA Group
  GAAP
    Loss and Loss Adjustment
      Expense ("LAE") Ratio... 71.6%         69.7%         69.9%
    Underwriting Expense Ratio 25.4          26.4          25.2
                               -----         -----         -----

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

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

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

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

                                   4
<PAGE>

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

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

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

     Marketing.  Each of the four principal units in the NSA
Group is responsible for its own marketing, sales, underwriting 
and claims processing.  Sales efforts are primarily directed
toward independent agents to convince them to select an NSA Group
insurance company for their customers.  These units each write
policies through approximately 5,000 to 20,000 independent
agents. 

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

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

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

      Regulation.  Like all insurance companies, including
Republic Indemnity discussed below under "Workers' Compensation
Insurance", the NSA Group insurance companies are subject to
regulation in the jurisdictions in which they do business.  In
general, the insurance laws of the various states establish
regulatory agencies with broad administrative powers governing,
among other things, premium rates, solvency standards, licensing
of insurers, agents and brokers, trade practices, forms of poli-
cies, maintenance of specified reserves and capital for the
protection of policyholders, deposits of securities for the
benefit of policyholders, investment activities and relationships
between insurance subsidiaries and their parents and affiliates.
Material transactions between insurance subsidiaries and their
parents andaffiliates generally must be disclosed and prior
approval of the applicableinsurance regulatory authorities
generally is required for any such transaction which may be
deemed to be extraordinary.  In addition, while regulations
differ from state to state, they typically restrict the maximum
amount of dividends that may be paid by an insurer to its share-
holders in any twelve-month period without advance regulatory

                                 5
<PAGE>

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

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

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

     In 1993, the NSA Group received approximately $54.0 million
in net written premiums from California. Prior to 1989, automo-
bile insurance rates in California, other than assigned risk
rates discussed above, were not subject to approval by any
governmental agency and generally were determined by competitive
market forces.  In November 1988, Proposition 103 was approved by
the California voters.  It mandated important changes in the
California insurance market, including the requirement that
insurance companies roll back automobile insurance rates to 80%
of the November 1987 levels, maintain those rates for one year
and obtain prior approval of rates beginning in 1989.  The
Company's acquisition of the NSA Group in 1990 was structured to
protect the Company against the consequences of any rate rollback
applied to the acquired operations.  As for the prior approval
requirements, the company through which the NSA Group obtains its
net written premiums in California increased its rates in August
1989; disposition of its applications for additional rate
increases had, as with other companies, been suspended pending
adoption of regulations implementing Proposition 103.  However,
recent legislation in California generally provides that applica-
tions for rate increases made on or after July 1, 1993 will be
deemed approved after 180 days unless disapproved by the Depart-
ment of Insurance.  The Company is unable to predict whether or
at what level future rate increases, when applied for, may be
approved. Over time, the failure to receive appropriate rate
increases could result in reduced underwriting profitability in
California for the NSA Group.  In addition, the Company could
experience loss of premium volume in California as a result of
actions it would take to maintain such profitability.

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

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

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

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

                                 6
<PAGE>

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

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

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

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

<TABLE>
<CAPTION>
                                         Years Ended December 31,   
                                      -------------------------------
                                      1993         1992         1991 
                                      ----         ----         ----
<S>                                  <C>          <C>          <C>
Republic Indemnity
  GAAP
    Loss and LAE Ratio .............  59.0%        66.4%        66.4%
    Underwriting Expense Ratio .....  15.4         16.1         16.4
                                      -----        -----        -----

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

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

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

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

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

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

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

(1)  Industry information was derived from Best's Insurance
     Management Reports Property/Casualty Supplement (January 3,
     1994 edition).

                                7
<PAGE>

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

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

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

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

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

     Reinsurance.  In its normal course of business and in
accordance with industry practice, Republic Indemnity reinsures a
portion of its exposure with other insurance companies so as to
limit its maximum loss arising out of any one occurrence.  Rein-
surance does not legally discharge the original insurer from
primary liability.  Republic Indemnity retains the first $1.5
million of each loss, the next $1.5 million of each loss is
reinsured with a major reinsurance company, the next $2 million
of each loss is shared equally by Republic Indemnity and the
reinsurance company and the remaining $120 million of each loss
is covered by reinsurance provided by a group of more than 50
reinsurance companies.  Premiums for reinsurance ceded by Republic
Indemnity in 1993 were 1.0% of net written premiums for the period.
Republic Indemnity does not assume reinsurance, except as an
accommodation to policyholders who have a small percentage of their
employees outside the state of California.  See Notes 3 and 17 
of the Notes to Financial Statements for further information on
reinsurance.

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

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

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

                                8
<PAGE>

paying dividends to policyholders.  Management believes that
Republic Indemnity's record and reputation for paying relatively
high policyholder dividends have enhanced its competitive posi-
tion.  Moreover, the Company believes that its position was
favorably impacted by the State Fund's reduction of its policy-
holder dividends during 1992 which made the State Fund program
less attractive to the market.  Other competitive factors include
loss control services, claims service, service to brokers and
commission schedules. While many companies, including certain of
the largest writers, specialize in the writing of California
workers' compensation insurance, Republic Indemnity believes it
has a competitive advantage over certain other companies offering
all lines of insurance in that its specialization in the workers'
compensation field enables it to concentrate on that business
with a favorable effect upon operations.  Republic Indemnity may
be at a competitive disadvantage when businesses that purchase
general property and casualty insurance are encouraged by other
insurers to place their workers' compensation insurance as part
of an overall insurance package.  Although Republic Indemnity is
one of the largest writers of workers' compensation insurance in
California, certain of its competitors are larger and/or have
greater resources than Republic Indemnity.

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

     On July 16, 1993, California enacted legislation effecting
an overall 7% reduction in workers' compensation insurance
premium rates with immediate effect, increasing statutory wor-
kers' compensation benefits for temporary and permanent disabili-
ty commencing initially July 1, 1994 and increasing again in
1995 and 1996, expanding the rights of employers under workers'
compensation insurance policies to obtain access to insurance
company files and introducing several reforms intended to reduce
workers' compensation costs.  The reforms include a tightening of
the standards for job-related stress and post-termination claims,
introducing measures designed to curb medical costs, limiting the
frequency of medical-legal evaluations, capping the amount of
compensable vocational rehabilitation expenses and strengthening
penalties for fraudulent claims.  The legislation authorizes the
Insurance Commissioner to approve further reductions in premium
rates so long as the further reduced rates are "adequate".  It
also prohibits the Insurance Commissioner, prior to January 1,
1995, from approving any premium rate that is greater than the
reduced rates effected by the legislation.  On July 28, 1993,
California enacted further legislation that will replace the
workers' compensation insurance minimum rate law, effective
January 1, 1995, with a procedure permitting insurers to use
any rate within 30 days after filing it with the Insurance
Commissioner unless the rate is disapproved by the Insurance
Commissioner.  On December 1, 1993, the Insurance Commissioner
ordered an additional 12.7% minimum premium rate decrease effec-
tive January 1, 1994 for new and renewal policies entered into
on and after January 1, 1994.  The legislation also provides for
the licensing of "managed" health care organizations to provide
care for injuries covered by workers' compensation and generally
permits employers to require employees to obtain medical services
for their work-related injuries for a certain period of time from
a health care organization selected by the employer, unless the
employee chooses to be treated by a physician designated by the
employee prior to the injury.

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

                                9
<PAGE>

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

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

     Due to the existence of the State Fund, California does not
require licensed insurers to participate in any involuntary pools
or assigned risk plans for workers' compensation insurance. 
California has guarantee regulations to protect policyholders of
insolvent insurance companies.  In California, an insurer cannot
be assessed an amount greater than 1% of its premiums written in
the preceding year, and the full amount is required to be recov-
ered through a mandated surcharge to policyholders.  Premiums
written under workers' compensation policies are subject to
assessment only with respect to covered losses incurred by the
insolvent insurer under workers' compensation policies.  There
were no such assessments for policy year 1993.

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

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

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


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

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

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

                               10
<PAGE>

<TABLE>
<CAPTION>
                                                1993      1992      1991
                                                ----      ----      ----
                                                  (Dollars in millions)
  <S>                                          <C>       <C>       <C> 
   Balance at beginning of year..............  $763.5    $663.9    $601.7
                                               ------    ------    ------

   Provision for losses and LAE
     occurring in the current year...........   914.7     706.8     601.0

   Net increase (decrease) in provision
     for claims occurring in prior years.....   (57.8)    (20.2)    (21.7)
                                               -------   -------   -------

                                                856.9     686.6     579.3
                                               -------   -------   -------
  
   Payments for losses and LAE occurring during:
     Current year............................   413.0     294.7     257.7
     Prior years ............................   345.1     292.3     259.4
                                               ------    ------    ------

                                                758.1     587.0     517.1
                                               ------    ------    ------

   Loss and LAE reserves of subsidiaries
     purchased ..............................    54.0      --        --   
                                               ------    ------    ------

   Balance at end of year....................   916.3     763.5     663.9

   Reinsurance receivable on unpaid
     losses and LAE at end of year (1).......    45.1      --        -- 
                                               ------    ------    ------ 

   Balance at end of period, gross of
     reinsurance receivable (1) .............  $961.4    $763.5    $663.9
                                               ------    ------    ------
                                               ------    ------    ------
- ---------------------
</TABLE>
               
(1)  New accounting rules effective in 1993 require that insurance
     liabilities be reported without deducting reinsurance amounts.
     See Note 1 of Notes to Financial Statements.

     The decreases in the provision for claims occurring in prior
years results from reductions in the estimated ultimate losses
and LAE related to such claims.

     The difference between the liability for losses and LAE
reported in the annual statements filed with the state insurance
departments in accordance with statutory accounting principles and
that reported in the consolidated financial statements that are
incorporated herein by reference in accordance with GAAP is $45.1
million at December 31, 1993, which is equal to the reinsurance
receivable on unpaid losses and LAE at December 31, 1993.
     
     The following table presents the development of the liabil-
ity for losses and LAE net of reinsurance for 1989 (the year the  
Company acquired its first insurance subsidiary) through 1993.  The
top line of the table shows the estimated liability for unpaid
losses and LAE recorded at the end of the indicated years.  The
remainder of the table presents development as percentages of the
estimated liability.  The development results from additional
information and experience in subsequent years.  The middle line
shows a cumulative redundancy which represents the aggregate
percentage decrease in the liability initially estimated.  The
lower portion of the table indicates the cumulative amounts paid as
of successive periods as a percentage of the original liability.

<TABLE>
<CAPTION>
                              1989     1990     1991     1992    1993
                              ----     ----     ----     ----    ----
                                        (Dollars in millions)
  <S>                        <C>      <C>      <C>      <C>     <C>
  Liability for unpaid
       losses and LAE ...... $369.1   $601.7   $663.9   $763.5  $916.3

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

  Cumulative Redundancy.....   14.5%     9.0%     6.6%     7.6%   N/A
                              ------   ------   ------   ------  ----- 
                              ------   ------   ------   ------  -----

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

</TABLE>

                                    11
<PAGE>

     The preceding table does not present accident or policy year
development data.  As indicated in the preceding table, the
Company has developed redundancies for all periods presented. 
These redundancies were offset, in part, by deficiencies related
to workers' compensation in the 1990 and 1991 accident years.
Furthermore, in evaluating the re-estimated liability and cumula-
tive redundancy, it should be noted that each percentage includes
the effects of changes in amounts for prior periods.  For exam-
ple, a redundancy related to losses settled in 1993, but incurred
in 1989, would be included in the re-estimated liability and
cumulative redundancy percentage for each of the years 1989
through 1992.  Conditions and trends that have affected develop-
ment of the liability in the past may not necessarily exist in
the future.  Accordingly, it is not appropriate to extrapolate
future redundancies based on this table.

                           NON-INSURANCE OPERATIONS

  Businesses Divested and to be Divested
  --------------------------------------

     On December 10, 1992, the Company announced its intention to
pursue the divestiture of all of its wholly owned non-insurance 
subsidiaries, consisting of its defense services operations and
five smaller diversified industrial businesses.

     On August 25, 1993, the Company sold its defense services
operations, which provide diverse technology and engineering
support to government agencies worldwide and manufacture various
technical products, to Tracor, Inc. for approximately $94 million
in cash, subject to post-closing working capital adjustments.  On
July 13, 1993, the Company sold its Engineering and Technical
Services unit, which principally designs, engineers and installs
satellite and microwave communications networks, for cash and
notes approximating its $7 million book value.  On September 22,
1993, the Company sold its NES unit, which provides consulting,
engineering, systems design and other services to the nuclear
energy and hazardous waste industries, for cash and notes appro-
ximating its $1 million book value.  On March 11, 1994, the
Company sold its Sperry Rail unit, which provides track testing
services for the railroad industry, for approximately $9.8
million in cash.  

     The Company also is pursuing the sale of the following two
businesses:

          The Company's Apparatus unit manufactures aerial lift
     trucks and utility bodies (mobile tools) under the Telsta
     and Holan product names for the telecommunications, electric
     utility and cable television industries which are used for
     installing and maintaining aerial cable.  This unit also
     manufactures telecommunications cable pressurization and    
     safety equipment under the Puregas and Mopeco product names
     for the telecommunications and power utility industries.

          The Company's Marathon Power Technologies Company unit
     manufactures vented-cell nickel-cadmium batteries which are
     used primarily for private, commercial and military aircraft
     and other heavy-duty starting applications and also as a
     standby power source.  This unit also manufactures sealed-
     cell nickel-cadmium batteries, as well as static inverters
     for aircraft electrical systems.

The Company has reached agreements in principle for the sale of
these two businesses for an aggregate of approximately $36 million.

     See Note 2 of Notes to Financial Statements for information
with respect to the revenues, operating income and carrying value
of the businesses sold and to be sold.

  Other
  -----

     Contract Drilling.  The Company owns approximately 53.9% of
the common stock of DI Industries, Inc. ("DI"), which is engaged
primarily in the business of providing onshore contract drilling
and well workover services to firms in the oil and gas industry. 
DI owns or operates 97 drilling and workover rigs located in 12
states, four rigs in Argentina and one rig in Guatemala.  Drill-
ing operations are conducted primarily in Texas, Louisiana,
Oklahoma, Arkansas, Ohio, western Pennsylvania, New York, Michi-
gan, Argentina and Guatemala.  Well workover services are provid-
ed in Montana, Utah, North Dakota and Colorado.  Customers
include large and small independent producers and major oil
companies.  DI also engages in commercial drilling activities,
generally consisting of drilling shafts for underground tunneling
projects and caissons for highway and bridge projects, and heavy
equipment sales and repair.  DI also engages in oil and gas
exploration, production and development, primarily in Oklahoma,
Texas and Louisiana.

                                12
<PAGE>

     Oil and Gas Properties.  The Company owns certain oil and
gas properties, located primarily in Oklahoma and Texas.

     Coal Properties.  The Company and a subsidiary own fee
interests in coal properties in Illinois, Ohio and Pennsylvania. 
Most of these properties are leased at various royalty rates to
coal mining companies under long-term arrangements, including
fixed-term leases with renewal options and exhaustion leases. 
The Company does not produce, prepare or sell coal or conduct
mining operations.

     Eight mines operated by lessees of the leased coal proper-
ties, and carried at approximately $3.4 million, supply steam
coal for electrical utilities or industrial customers.  The
future level of royalties above certain minimum and advance
royalties from the reserves presently under lease will depend
upon the rate of mining, the change in certain price indices and,
in some instances, the sales price of the coal.  During 1993, the
leased coal properties produced royalties of $6.7 million.

     GCT and Related Development Rights.  Subsidiaries of the
Company own GCT in New York City and rights (the "Development
Rights") to develop or transfer approximately 1.7 million square
feet of floor space in the GCT area.  The Development Rights are
derived from such subsidiaries' ownership of the land upon which
GCT is constructed. Utilization or transfer of such rights
requires the approval of certain New York City agencies.  If
required governmental approvals are obtained, the floor space may
be developed on the GCT site, contiguous sites or certain parcels
of land in the vicinity, in each case subject to the requirements
of applicable law.  In 1972, the Company leased GCT (but not the
Development Rights) and its related Harlem and Hudson rail lines to
the MTA for an initial term expiring in 2032, which is subject to
renewal options.

     In December 1993, the Company reached an agreement in
principle with the MTA that provides for an extension of the end
of the Company's lease to the MTA of GCT and the Harlem and
Hudson commuter rail lines from the year 2032 to 2274.  It also
provides for the grant of an option to the MTA to purchase the
leased property in 25 years.  In return, the Company would
receive consideration having an estimated present value of $55
million, consisting principally of a $5 million cash payment and
an increase in future lease rental payments to the Company of
approximately $2 million per year.  The agreement in principle
also calls for the Company to relinquish its right to construct
an office building over GCT.  However, the Company will retain
its rights to transfer the Development Rights from GCT to other
sites in the surrounding area.

     In November 1983, the Company and two of its subsidiaries
entered into an agreement (the "Agreement") with a partnership
controlled by The First Boston Corporation (the "Partnership")
for the sale by the two subsidiaries to the Partnership of 1.5
million square feet of Development Rights for use on one or more
sites neighboring GCT.  If a closing were to occur under the 
Agreement, the purchase price to be received by the two subsid-
iaries and the consideration to be received by the Company for
release of its leasehold interest in the Development Rights
could, under the applicable contractual formula, exceed $95
million.  Consummation of the transaction is conditioned on
receipt by the Partnership of a special permit from the New York
City Planning Commission (the "CPC") to transfer at least a
majority of the Development Rights under contract to a site owned
by the Partnership in the vicinity of GCT.  In August 1989, the
CPC denied the Partnership's application for such a permit,
whereupon the Partnership brought a lawsuit in New York State
Supreme Court challenging the denial.  In August 1991, the Court
dismissed the lawsuit on a summary judgment motion.  In May 1993,
the Appellate Division of the New York State Supreme Court af-
firmed the dismissal.  The New York State Court of Appeals
refused to grant leave for further appeal.  In February 1994, the
Partnership petitioned the U.S. Supreme Court for a writ of
certiorari to review the case. It is not possible at this time to
predict whether the Partnership's lawsuit will be successful. 
The Agreement terminates by its terms one year after final
resolution of the lawsuit if a special permit for the transfer of
Development Rights to the Partnership's site has not theretofore
been issued by the CPC.

     Real Estate Operations.  Subsidiaries of the Company own
certain land and rights associated with the potential development
of areas adjacent to, and above, certain rail lines in the New
York City and Westchester County, New York areas. Scarsdale, New
York has designated a subsidiary of the Company as preferred
developer for the construction of a residential and retail use
project adjacent to the Scarsdale commuter railroad station.  The
agreement in principle with the MTA discussed above under "GCT
and Related Development Rights" would transfer all such develop-
ment rights to the MTA, except those related to the proposed
Scarsdale project.

                                13
<PAGE>

     The Company also has a program for the sale of real estate
assets that relate to its former rail operations and other
surplus land and manufacturing facilities.

     Management Company.  Buckeye Management Company, a subsid-
iary of the Company, manages as the sole general partner of, and
owns a 1% interest in, Buckeye Partners, L.P., which owns and
operates refined petroleum products and crude oil pipelines in
the northeast and midwestern United States.

                             GENERAL
      
     Compliance with federal, state and local environmental
protection laws during 1993 had no material effect upon the
Company's capital expenditures, earnings or competitive position,
and management anticipates no such material effects resulting
from compliance during 1994.  However, certain claims are pending
against the Company and certain of its subsidiaries relating to
the generation, disposal or release into the environment of
allegedly hazardous substances, as described below under Item
3--"Legal Proceedings".

                            EMPLOYEES

     As of December 31, 1993, the approximate number of employees
of the Company and its consolidated subsidiaries was:

Insurance .......................................         3,000
Non-Insurance Operations ........................         2,300
Corporate........................................           100
                                                          -----

Total ...........................................         5,400
                                                          -----
                                                          -----

     Approximately 550 of these employees, all in the Non-Insur-
ance Operations, are covered by collective bargaining agreements.

ITEM 2.  PROPERTIES

     The Company's operations are conducted principally within
the United States, and the Company believes that its principal
facilities, all of which are owned unless otherwise noted, are
maintained in good operating condition and are adequate for the
present needs of its operations.  

     The principal facilities by reportable industry segment and
other operations are as follows:

                            INSURANCE

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

     The NSA Group's principal offices are leased facilities
located in Birmingham, Alabama (57,000 square feet), Atlanta
(78,000 square feet) and Norcross (58,000 square feet), Georgia
and Independence, Ohio (29,000 square feet).  These leases expire
in January 1995, May 1998, August 2000 and March 1998, respec-
tively.

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

     Republic Indemnity leases office space in Encino (72,000
square feet), San Francisco (43,000 square feet), San Diego
(11,000 square feet) and Sacramento (9,000 square feet), Califor-
nia, and Phoenix, Arizona (2,000 square feet) under agreements
expiring in May 1996, March 2001, December 1998, July 1996 and
September 1994, respectively.

                    NON-INSURANCE OPERATIONS

  Businesses to be Divested
  -------------------------

     The Company's Apparatus unit operates four plants in four
states, which have an aggregate floor space of approximately
301,000 square feet.  Two of these four plants (aggregating
41,000 square feet) are leased under leases expiring in July 1996
and January 1997, respectively, and both have renewal options. 

                                14
<PAGE>

Power Tech owns 50 acres in Waco, Texas on which it has a 200,000
square-foot battery manufacturing facility and a 15,000
square-foot office facility.

  Contract Drilling
  -----------------

     At March 15, 1994, DI's contract oil and gas well drilling
fleet consisted of 60 rigs (21 active) based in Texas, Louisiana,
Oklahoma, Arkansas, Ohio, western Pennsylvania, New York, Michi-
gan, Argentina and Guatemala.  At March 15, 1994, the well
workover service rig fleet totaled 24 rigs (18 active) based in
Montana, Utah, North Dakota and Colorado.  In addition, at March
15, 1994, DI owned 3 and operated 13 commercial drilling rigs
under a cash flow sharing agreement, 6 of which were active. 
Also, at March 15, 1994, 2 rigs were held for resale.

  Oil and Gas Properties
  ----------------------

     All of the Company's oil and gas properties are located in
the United States.  As of December 31, 1993, the Company had
interests in 73 gross (36 net) producing oil wells and 4 gross (1
net) producing gas wells and 6,160 gross (2,965 net) developed
and 23,246 gross (5,601 net) undeveloped acres.  As of March 31,
1993, DI had interests in 238 gross (9 net) producing oil
wells and 574 gross (14.7 net) producing gas wells and 179,539
gross (5,648 net) developed and 335 net undeveloped acres.

  Coal Properties
  ---------------

     The Company and a subsidiary own fee interests in approxi-
mately 161,000 acres of coal properties in Illinois, Ohio and
Pennsylvania.  Approximately 105,000 acres of these properties
remain leased at various royalty rates to coal mining companies
under long-term arrangements, including fixed-term leases with
renewal options and exhaustion leases.

  GCT and Related Development Rights
  ----------------------------------

     Subsidiaries of the Company own GCT and rights to develop
floor space in the Grand Central Terminal area of New York City,
as discussed under Item 1--"Description of Businesses--Non-
Insurance Operations--GCT and Related Development Rights".

  Real Estate Operations
  ----------------------

     The Company's real estate inventory at December 31,1993
included approximately 20,000 acres of real estate (including
approximately 80 acres with surplus manufacturing facilities)
spread throughout 13 states.


ITEM 3.  LEGAL PROCEEDINGS

     The U.S. Government and other parties have asserted claims
against the Company as a potentially responsible party for
clean-up costs ("Clean-up Costs") under the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA")
at a Superfund site at the Paoli, Pennsylvania railyard ("Paoli
Yard"), formerly owned and operated by the Company's prede-
cessor, Penn Central Transportation Company ("PCTC").  A Record
of Decision was issued by the U.S. Environmental Protection
Agency on July 21, 1992 presenting a final selected remedial
action for the Paoli Yard in accordance with CERCLA having an
estimated cost of approximately $28.3 million.  This figure is an
estimate of the cost to remediate the entire yard and off-site
property to a level acceptable to the U.S. EPA.  In March 1992,
the Company filed a lawsuit in the Special Court created by the
Regional Rail Reorganization Act (the "Rail Act") seeking to
enjoin the U.S. Government, Consolidated Rail Corporation ("Con-
rail") and other parties from prosecuting claims against the
Company for the Clean-up Costs on the grounds that the Paoli Yard
environmental claims are barred by: (1) the terms by which the
Paoli Yard was transferred by PCTC to Conrail "as is" in 1976
pursuant to the Rail Act; (2) the 1980 settlement of the Valua-
tion Case proceedings to determine compensation to be paid by the
U.S. Government for the railroad properties transferred by PCTC
pursuant to the Rail Act; and (3) the U.S. Constitution.  On
February 9, 1993, the Special Court denied the U.S. Government's
motion to dismiss the Company's complaint for lack of subject
matter jurisdiction, holding that it had exclusive jurisdiction
to decide these issues.  On April 30, 1993, the U.S. Government's
separate action in U.S. District Court to recover Clean-up Costs
from the Company was stayed pending final judgment by the Special
Court in the lawsuit filed by the Company.  The parties have
filed cross motions for summary judgment, which were argued to

                               15
<PAGE>

the Special Court on February 23, 1994 and are now under submis-
sion.  In addition to the Special Court litigation, the Company
believes that it has other substantial defenses to claims for
Clean-up Costs at the Paoli Yard, including its position that
other parties are responsible for substantial percentages of such
Clean-up Costs by virtue of their operation of electrified rail-
road cars at the Paoli Yard that discharged PCB's at higher
levels than discharged by cars operated by PCTC.  The Company
also intends to make claims against certain insurance carriers
for reimbursement of any Clean-up Costs that the Company may
incur.  The Company has not established any accrual for potential
liability for Clean-up Costs at the Paoli Yard.

     There are certain other claims involving the Company and
certain of its subsidiaries, including claims relating to the
generation, disposal or release into the environment of allegedly
hazardous substances and pre-reorganization personal injury
claims, that allege or involve amounts that are potentially
substantial in the aggregate.

     The Paoli Yard litigation and the preponderance of the other
claims arose out of railroad operations disposed of by PCTC prior
to its 1978 reorganization and, accordingly, any ultimate liabil-
ity resulting therefrom in excess of previously established loss
accruals would be attributable to such pre-reorganization events
and circumstances.  In accordance with the Company's reorganiza-
tion accounting policy, any such ultimate liability will reduce
the Company's capital surplus and shareholders' equity, but will
not be charged to income.

     The Company believes that its maximum aggregate potential
exposure at December 31, 1993 with respect to the foregoing
environmental claims (other than Paoli Yard), net of related loss
accruals, was approximately $15 million for claims arising out of
pre-reorganization operations and in the range of $1 million to
$4 million for claims arising out of post-reorganization opera-
tions (which range depends upon the method of remediation, if
any, required). The Company believes that it has meritorious
defenses in such matters, including its position that other
parties are responsible for substantial percentages of such
amounts claimed and, in the case of the post-reorganization
matter referred to above, its belief that the relevant regulatory
authority will permit remediation to be deferred until there is a
change in the use of the facility which the Company believes is
unlikely.

     In management's opinion, the outcome of the foregoing claims
will not, individually or in the aggregate, have a material
adverse effect on the financial condition or results of opera-
tions of the Company.  In making this assessment, management has
taken into account previously established loss accruals in its
financial statements and probable recoveries from insurance
carriers and other third parties.


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

     Not applicable.


EXECUTIVE OFFICERS OF THE REGISTRANT

     The persons named below are executive officers of the
Company who have been elected to serve in the capacities indicat-
ed at the pleasure of the Company's Board of Directors.

      NAME, AGE AND               PRINCIPAL BUSINESS AFFILIATIONS
POSITIONS WITH THE COMPANY             DURING PAST FIVE YEARS    
- --------------------------        -------------------------------

Carl H. Lindner, 74               Mr. Lindner has been Chairman   
  Chairman of the Board and       of the Board and Chief Execu-
    Chief Executive Officer       tive Officer of the Company for
                                  more than five years.  During the
                                  past five years, Mr. Lindner
                                  has been Chairman of the Board
                                  and Chief Executive Officer of
                                  American Financial Corporation,
                                  a diversified financial ser-    
                                  vices company.  He is also a
                                  director of American Annuity
                                  Group, Inc., American Financial
                                  Enterprises, Inc., Chiquita 
                                  Brands International, Inc.,
                                  General Cable Corporation and
                                  Great American Communications
                                  Company.  Mr. Lindner is Carl
                                  H. Lindner III's father.

                               16
<PAGE>

      NAME, AGE AND               PRINCIPAL BUSINESS AFFILIATIONS
POSITIONS WITH THE COMPANY             DURING PAST FIVE YEARS    
- --------------------------        -------------------------------

Carl H. Lindner III, 40           Mr. Lindner was elected Presi-  
  President and Chief Operating   dent and Chief Operating
    Officer and a Director        Officer of the Company in
                                  February 1992.  Prior thereto,
                                  he had served as Vice Chairman
                                  of the Board of the Company
                                  since October 1991.  During the
                                  past five years, Mr. Lindner
                                  has been President of Great
                                  American Insurance Company, a
                                  property and casualty insurance
                                  company owned by American
                                  Financial Corporation.

Richard M. Haverland, 53          Mr. Haverland was elected
  Executive Vice President--      Executive Vice President--
    Insurance Group and a         Insurance Group of the Company
      Director                    in February 1991.  Prior
                                  thereto, Mr. Haverland was
                                  Executive Vice President of
                                  Great American Holding Corpora-
                                  tion, a holding company subsid-
                                  iary of American Financial
                                  Corporation, a diversified
                                  financial services company
                                  (April 1984 to February 1991).

Neil M. Hahl, 45                  Mr. Hahl has been Senior Vice
  Senior Vice President           President of the Company for
    and a Director                more than five years.  Mr. Hahl
                                  is a director of Buckeye
                                  Management Company.

Robert W. Olson, 48               Mr. Olson has been Senior Vice
  Senior Vice President,          President, General Counsel and
    General Counsel and           Secretary of the Company for
    Secretary and a Director      more than five years.  Mr.
                                  Olson is a director of DI
                                  Industries, Inc.  

Robert F. Amory, 48               Mr. Amory was elected Vice
  Vice President and Controller   President of the Company in 
                                  December 1989 and Controller
                                  in September 1986.

R. Bruce Brumbaugh, 41            Mr. Brumbaugh was elected Vice
  Vice President -- Risk          President -- Risk Management of
    Management                    the Company in February 1990.
                                  Prior thereto, Mr. Brumbaugh was
                                  Staff Vice President--Risk
                                  Management (June 1987 to
                                  February 1990).

Richard A. Carlson, 42            Mr. Carlson was elected Vice
  Vice President and              President in February 1994 and, 
    Assistant General Counsel     prior thereto, had been Staff Vice
                                  President since January 1990
                                  and Assistant General Counsel
                                  since April 1988.

Michael L. Cioffi, 41             Mr. Cioffi was elected Vice
  Vice President and              President in February 1993 and, 
    Assistant General Counsel     prior thereto, had been Staff Vice
                                  President since January 1990
                                  and Assistant General Counsel 
                                  since February 1988.

Robert E. Gill, 47                Mr. Gill was elected Vice
  Vice President--Taxes           President--Taxes of the Company
                                  in February 1990.  Prior        
                                  thereto, Mr. Gill was Staff
                                  Vice President--Taxes (July
                                  1986 to February 1990).

Philip A. Hagel, 49               Mr. Hagel was elected Vice
  Vice President and Treasurer    President of the Company in
                                  February 1990 and Treasurer in
                                  January 1988.  Mr. Hagel is a
                                  director of DI Industries, Inc.

Michael D. Mauer, 41              Mr. Mauer was elected Vice
  Vice President                  President of the Company in
                                  February 1990.  Prior thereto,
                                  he was Staff Vice President--
                                  General Auditor and Adminis-
                                  trative Services (January 1987
                                  to February 1990).

                                 17
<PAGE>

                             PART II

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

          "Dividend Policy and Stock Market Prices" on page 47 of
          the Company's 1993 Annual Report to Shareholders is
          incorporated herein by reference.

ITEM 6.   SELECTED FINANCIAL DATA

          "Selected Consolidated Financial Data" on page 25 of
          the Company's 1993 Annual Report to Shareholders is
          incorporated herein by reference.

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

          "Management's Discussion and Analysis of Financial
          Condition and Results of Operations" on pages 15
          through 24 of the Company's 1993 Annual Report to
          Shareholders is incorporated herein by reference.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          The consolidated financial statements of the Company 
          and its subsidiaries, included on pages 26 through 44
          of the Company's 1993 Annual Report to Shareholders,
          and "Quarterly Financial Data", included on page 46 of
          such Annual Report, are incorporated herein by refer-
          ence.

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

          Not applicable.


                            PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          Except to the extent included in Part I under the
          caption "Executive Officers of the Registrant", the
          information called for by Item 10 is incorporated by
          reference to the definitive proxy statement involving
          the election of directors which the Company intends to
          file with the Commission pursuant to Regulation 14A
          under the Securities Exchange Act of 1934 not later
          than 120 days after December 31, 1993.

ITEM 11.  EXECUTIVE COMPENSATION

          The information called for by Item 11 is incorporated
          by reference to the definitive proxy statement involv-
          ing the election of directors which the Company intends
          to file with the Commission pursuant to Regulation 14A
          under the Securities Exchange Act of 1934 not later
          than 120 days after December 31, 1993.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

          The information called for by Item 12 is incorporated
          by reference to the definitive proxy statement involv-
          ing the election of directors which the Company intends
          to file with the Commission pursuant to Regulation 14A
          under the Securities Exchange Act of 1934 not later
          than 120 days after December 31, 1993.

          American Financial Corporation ("AFC") beneficially
          owns approximately 41% of the outstanding Common Stock
          of the Company and has substantial influence over the
          management and operations of the Company.  Carl H.
          Lindner, Chairman of the Board and Chief Executive
          Officer of the Company, is Chairman of the Board and
          Chief Executive Officer of AFC.  All of AFC's out-
          standing Common Stock is owned by Mr. Lindner, members
          of his family and trusts for their benefit.  AFC and
          Mr. Lindner may be deemed to be controlling persons of
          the Company.  See "Executive Officers of the Regis-
          trant" in Part I.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          The information called for by Item 13 is incorporated
          by reference to the definitive proxy statement involv-
          ing the election of directors which the Company intends
          to file with the Commission pursuant to Regulation 14A
          under the Securities Exchange Act of 1934 not later
          than 120 days after December 31, 1993.

                                   18
<PAGE>

                             PART IV

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

      (a) The following documents are filed as a part of this
          report:

          (1) and (2) Financial Statements and Financial State-
              ment Schedules--see Index to Financial Statements
              and Financial Statement Schedules appearing on Page
              F-1.

          (3) Exhibits:

      EXHIBIT NUMBER
      (REFERENCED TO
      ITEM 601 OF
      REGULATION S-K)
      ---------------

(3)         (i)   ---Amended and Restated Articles of Incor-     
                     poration of the Company, as amended effec-
                     tive March 25, 1994.

           (ii)   ---By-Laws of the Company, as amended         *
                     July 30, 1992, incorporated by reference
                     to Exhibit (3)(iii) to the Company's
                     Annual Report on Form 10-K for 1992.

(4)(i)            ---Order No. 3708 of the United States        *
                     District Court for the Eastern District
                     of Pennsylvania in In the Matter of Penn
                     Central Transportation Company, Debtor,
                     Bankruptcy No. 70-347 dated August 17,
                     1978 directing the consummation of
                     the Plan of Reorganization for Penn Central
                     Transportation Company, incorporated by
                     reference to Exhibit 4 to Form 8-K Current
                     Report of Penn Central Transportation
                     Company for August 1978.

(4)(ii)     (a)   ---Certain instruments with respect to
                     long-term debt of subsidiaries of the
                     Company which do not relate to debt
                     exceeding 10% of the total assets of
                     the Company and its consolidated sub-
                     sidiaries are omitted pursuant to
                     Item 601(b)(4)(iii)(A) of Regulation S-K,
                     17 C.F.R. Section 229.601.  The Company 
                     hereby agrees to furnish supplementally to
                     the Securities and Exchange Commission a
                     copy of each such instrument upon request.

            (b)   ---(i) Indenture dated as of August 1,        *
                     1989 between the Company and Morgan
                     Guaranty Trust Company of New York, as
                     Trustee, regarding the Company's Sub-
                     ordinated Debt Securities (the "Indenture"),
                     incorporated by reference to Exhibit 4.1
                     to the Company's Form 8-K Current Report
                     dated August 10, 1989.

                  ---(ii) Instrument of Resignation of Trustee  * 
                     and Appointment and Acceptance of Successor  
                     Trustee and Appointment of Agent dated as
                     of November 15, 1991 among the Company,
                     Morgan Guaranty Trust Company of New York
                     as Resigning Trustee and Star Bank, N.A. as  
                     Successor Trustee, incorporated by
                     reference to Exhibit (4)(ii)(d)(ii) to
                     the Company's Annual Report on Form 10-K
                     for 1991.

                  ---(iii) Officer's Certificate Pursuant to    *
                     Sections 102 and 301 of the Indenture
                     relating to authentication and designation
                     of the Company's 9-3/4% Subordinated Notes
                     due August 1, 1999, to which is attached
                     the Form of Note, incorporated by reference
                     to Exhibit 4.2 to the Company's Form 8-K
                     Current Report dated August 10, 1989.

- ---------------
     * Asterisk indicates an exhibit previously filed with the Securities
and Exchange Commission incorporated herein by reference.

                                    19
<PAGE>

      EXHIBIT NUMBER
      (REFERENCED TO
      ITEM 601 OF
      REGULATION S-K)
      ---------------

                  ---(iv) Officer's Certificate Pursuant to     *
                     Sections 102 and 301 of the Indenture
                     relating to authentication and designation
                     of the Company's 10-5/8% Subordinated Notes
                     due April 15, 2000, to which is attached
                     the Form of Note, incorporated by reference
                     to Exhibit 4.1 to the Company's Form 8-K
                     Current Report dated April 19, 1990.

                  ---(v) Officer's Certificate Pursuant to      *
                     Sections 102 and 301 of the Indenture
                     relating to authentication and designation
                     of the Company's 10-7/8% Subordinated Notes
                     due May 1, 2011, to which is attached the
                     Form of Note, incorporated by reference
                     to Exhibit 4.1 to the Company's Form 8
                     amendment dated May 8, 1991 to the Com-      
                     pany's Form 8-K Current Report dated May 7,
                     1991.

(10)(i)     (a)   ---(i) Intercompany Agreement, dated June 9,  *
                     1992, by and between the Company and
                     General Cable Corporation, incorporated by
                     reference to Exhibit 10.1 to the Company's
                     Current Report on Form 8-K dated June 9,
                     1992.

                  ---(ii) Subordinated Promissory Note of       *
                     General Cable Corporation due 2007 in the
                     principal amount of $255,000,000 payable
                     to the Company, incorporated by reference
                     to Exhibit 10.1 to the Company's Current
                     Report on Form 8-K dated June 30, 1992.

            (b)   ---Stock Purchase Agreement, dated as of      *
                     June 10, 1993, among the Company, PCC
                     Technical Industries, Inc. and Tracor,
                     Inc., incorporated by reference to
                     Exhibit (99) to the Company's Current
                     Report on Form 8-K dated May 26, 1993.

The following Exhibits (10)(iii)(a) through (10)(iii)(g) are
compensatory plans and arrangements in which directors or execu-
tive officers participate:

(iii)       (a)   ---(i) The Company's Stock Option Plan, as    *
                     amended March 25, 1992, incorporated by
                     reference to Exhibit (10)(iii)(a)(i) to
                     the Company's Annual Report on Form 10-K
                     for 1992.

                  ---(ii) Amendment to the Company's Stock      *
                     Option Plan adopted by the Company's
                     Board of Directors on March 24, 1993,
                     incorporated by reference to Exhibit
                     (10)(iii)(a)(ii) to the Company's Annual
                     Report on Form 10-K for 1992.

                  ---(iii) Forms of stock option agreements     *
                     used to evidence options granted under
                     the Company's Stock Option Plan to officers
                     and directors of the Company, incorporated
                     by reference to Exhibit (10)(iii)(a)(iii)
                     to the Company's Annual Report on Form 10-K
                     for 1992.

                  ---(iv) The Company's Stock Option Loan       *
                     Program, as amended February 8, 1991,
                     incorporated by reference to Exhibit
                     (10)(iii)(a)(v) to the Company's Annual
                     Report on Form 10-K for 1990.

                  ---(v) The Company's 1992 Spin-Off Stock      *
                     Option Plan adopted by the Company's
                     Board of Directors on March 25, 1992,
                     incorporated by reference to Exhibit
                     (10)(iii)(a)(vi) to the Company's Annual
                     Report on Form 10-K for 1991.

- ---------------
     * Asterisk indicates an exhibit previously filed with the Securities
and Exchange Commission and incorporated herein by reference.

                                    20
<PAGE>

      EXHIBIT NUMBER
      (REFERENCED TO
      ITEM 601 OF
      REGULATION S-K)
      ---------------

            (b)   ---The Company's Annual Incentive Compen-     *
                     sation Plan, as amended February 12, 1992,
                     incorporated by reference to Exhibit
                     (10)(iii)(b) to the Company's Annual
                     Report on Form 10-K for 1991.

            (c)   ---Description of the Company's retirement    *
                     program for outside directors, as adopted
                     by the Company's Board of Directors on
                     March 23, 1983, incorporated by reference
                     to Exhibit (10)(iii)(i) to the Company's
                     Annual Report on Form 10-K for 1982.   

            (d)   ---The Company's Employee Stock Redemption    *
                     Program, as adopted by the Company's
                     Board of Directors on March 28, 1985,
                     incorporated by reference to Exhibit
                     (10)(iii)(j) to the Company's Annual
                     Report on Form 10-K for 1984.

            (e)   ---(i) Severance Agreement dated March 29,    *
                     1987 between the Company and Alfred W.
                     Martinelli, a director of the Company,
                     incorporated by reference to Exhibit
                     (10)(iii)(a)(i) to the Company's Form
                     10-Q Quarterly Report for the Quarter
                     Ended March 31, 1987.

                  ---(ii) Consulting Agreement dated as of      *
                     March 29, 1987 between the Company and
                     Alfred W. Martinelli, incorporated by
                     reference to Exhibit (10)(iii)(a)(ii)
                     to the Company's Form 10-Q Quarterly
                     Report for the Quarter Ended March 31,
                     1987.

                  ---(iii) Letter agreement amending the fore-  *
                     going Consulting and Severance Agreements
                     dated December 9, 1991 between the Company
                     and Alfred W. Martinelli, incorporated by
                     reference to Exhibit (10)(iii)(e)(iii)
                     to the Company's Annual Report on Form 10-K
                     for 1991.    

            (f)   ---Letters dated April 9, 1987 from the       *
                     Company to each of Neil M. Hahl and
                     Robert W. Olson, officers of the Company,
                     with respect to severance arrangements, as
                     supplemented by letters dated June 26, 1987
                     to each such officer, incorporated by
                     reference to Exhibit (10)(iii)(a) to the
                     Company's Form 10-Q Quarterly Report for
                     the Quarter Ended June 30, 1987.

            (g)   ---(i) Excess of Loss Agreement, effective    * 
                     March 31, 1988, between Republic Indemnity
                     Company of America and Great American
                     Insurance Company, incorporated by refer-
                     ence to Exhibit (g)(1) to Amendment No. 1
                     to Schedule 13E-3, dated January 17, 1989,
                     relating to Republic American Corporation
                     filed by Republic American Corporation,
                     the Company, RAWC Acquisition Corp.,
                     American Financial Corporation and Carl H.
                     Lindner (the "Schedule 13E-3 Amendment").

                  ---(ii) First Amendment to Excess of Loss     *
                     Agreement, effective March 31, 1988,
                     between Republic Indemnity Company of
                     America and Great American Insurance
                     Company, incorporated by reference to
                     Exhibit (g)(2) to the Schedule 13E-3
                     Amendment.

            (h)   ---(i) Business Assumption Agreement,         *
                     effective as of December 31, 1990,
                     between Stonewall Insurance Company and
                     Dixie Insurance Company, incorporated
                     by reference to Exhibit (10)(iii)(o)(i)
                     to the Company's Annual Report on Form
                     10-K for 1990.

- ---------------
     * Asterisk indicates an exhibit previously filed with the Securities
and Exchange Commission and incorporated herein by reference.

                                    21
<PAGE>

      EXHIBIT NUMBER
      (REFERENCED TO
      ITEM 601 OF
      REGULATION S-K)
      ---------------

                  ---(ii) Quota Share Agreements, effective     *
                     December 31, 1990, between Stonewall
                     Insurance Company and Dixie Insurance
                     Company, incorporated by reference to
                     Exhibit (10)(iii)(o)(ii) to the Company's
                     Annual Report on Form 10-K for 1990.

                  ---(iii) Management Agreement, effective as   *
                     of January 1, 1991, by and between Dixie
                     Insurance Company and Stonewall Insurance
                     Company, incorporated by reference to
                     Exhibit (10)(iii)(o)(iii) to the Company's
                     Annual Report on Form 10-K for 1990.

            (i)   ---Excess of Loss Agreements, effective       *
                     December 31, 1990, between Great American
                     Insurance Company and each of Atlanta
                     Casualty Company, Dixie Insurance Company
                     and Windsor Insurance Company, incorporated
                     by reference to Exhibit (10)(iii)(p) to the
                     Company's Annual Report on Form 10-K for
                     1990.

            (j)   ---Premium Payment Agreement, effective as    *
                     of January 1, 1991, by and between Great
                     American Insurance Company and the Company,
                     incorporated by reference to Exhibit
                     (10)(iii)(q) to the Company's Annual Report
                     on Form 10-K for 1990.

(11)              ---Supplemental information regarding computa-
                     tions of net income per share amounts.

(12)              ---Calculation of ratio of earnings to fixed
                     charges.

(13)              ---Portions of the Company's 1993 Annual Report
                     to Shareholders.

(21)              ---List of subsidiaries of the Company.

(23)              ---Consent of Deloitte & Touche.

(28)              ---Information from reports provided to state
                     regulatory authorities.

     (b)  Reports on Form 8-K filed during the quarter ended
          December 31, 1993:

            None


- ---------------
     * Asterisk indicates an exhibit previously filed with the Securities 
and Exchange Commission and incorporated herein by reference.

                                      22
<PAGE>

     For the purposes of complying with the amendments to the
rules governing Form S-8 (effective July 13, 1990) under the
Securities Act of 1933, the undersigned registrant hereby under-
takes as follows, which undertaking shall be incorporated by
reference into registrant's Registration Statement on Form
S-8 No. 2-81422 (filed January 20, 1983), registrant's Post-
Effective Amendment No. 1 to Registration Statement on Form S-8
No. 2-72453 (filed December 23, 1983), registrant's Registration
Statement on Form S-8 No. 33-34871 (filed May 11, 1990) and
registrant's Registration Statement on Form S-8 No. 33-48700
(filed June 17, 1992):

          Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 may be permitted to direc-
     tors, officers and controlling persons of the registrant
     pursuant to the foregoing provisions, or otherwise, the
     registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is   
     against public policy as expressed in the Securities Act of
     1933 and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other
     than the payment by the registrant of expenses incurred or
     paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or  
     proceeding) is asserted by such director, officer or contro-
     lling person in connection with the securities being regis-
     tered, the registrant will, unless in the opinion of its
     counsel the matter has been settled by controlling prece-
     dent, submit to a court of appropriate jurisdiction the     
     question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed
     by the final adjudication of such issue.

                                  23
<PAGE>

                           SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED
THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THERE-
UNTO DULY AUTHORIZED.

                              AMERICAN PREMIER UNDERWRITERS, INC. 
                                (Registrant)


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


Date:  March 29, 1994

      
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT
OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON
THE DATES INDICATED.
      


Date:  March 29, 1994         By      Hugh F. Culverhouse         
                                --------------------------------
                                      Hugh F. Culverhouse
                                           Director


Date:  March 29, 1994         By      Theodore H. Emmerich
                                  ------------------------------
                                      Theodore H. Emmerich
                                           Director


Date:  March 29, 1994         By        James E. Evans            
                                --------------------------------
                                        James E. Evans
                                           Director


Date:  March 29, 1994         By          Neil M. Hahl            
                                --------------------------------
                                            Neil M. Hahl    
                             Senior Vice President and a Director
                                 (Principal Financial Officer)


Date:  March 29, 1994         By      Richard M. Haverland        
                                --------------------------------
                                      Richard M. Haverland 
                                            Director


Date:  March 29, 1994         By         Thomas M. Hunt           
                                --------------------------------
                                         Thomas M. Hunt 
                                            Director

                                24
PAGE
<PAGE>


Date:  March 29, 1994         By        Carl H. Lindner           
                                --------------------------------
                                        Carl H. Lindner
                                Chairman of the Board and Chief
                                Executive Officer and a Director


Date:  March 29, 1994         By       Carl H. Lindner III        
                                --------------------------------
                                       Carl H. Lindner III
                                            Director


Date:  March 29, 1994         By        S. Craig Lindner          
                                --------------------------------
                                        S. Craig Lindner   
                                            Director


Date:  March 29, 1994         By       Alfred W. Martinelli       
                                --------------------------------
                                       Alfred W. Martinelli
                                             Director


Date:  March 29, 1994         By         Robert W. Olson        
                                --------------------------------
                                         Robert W. Olson
                                            Director


Date:  March 29, 1994         By         Robert F. Amory
                                --------------------------------
                                         Robert F. Amory
                                  Vice President and Controller
                                  (Principal Accounting Officer)

                               25
<PAGE>

               AMERICAN PREMIER UNDERWRITERS, INC.

 INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

                                                                  
                                                            PAGE NUMBER
                                                            -----------

Independent Auditors' Report...............................     F-2 
American Premier Underwriters, Inc. and Consolidated
  Subsidiaries:
      Statement of Income--For the years ended December
        31, 1993, 1992 and 1991............................      *
      Balance Sheet--December 31, 1993 and 1992............      *
      Statement of Cash Flows--For the years ended
        December 31, 1993, 1992 and 1991...................      *
      Notes to Financial Statements........................      *
      Schedule II--Amounts Receivable from Related
        Parties and Underwriters, Promoters and Employees
        Other than Related Parties.........................     S-1
      Schedule III--Condensed Financial Information of
        Registrant.........................................     S-3
      Schedule VII--Guarantees of Securities and Other
        Obligations of Other Issuers.......................     S-5
      Schedule VIII--Valuation and Qualifying
        Accounts...........................................     S-5
      Schedule X--Supplemental Information Concerning
        Property-Casualty Insurance Operations.............     S-6

     Schedules other than those listed above are omitted because
they are either not applicable or not required or the information
required is included in the consolidated financial statements or
notes thereto.
- -------------------      
     * Incorporated by reference to the Company's 1993 Annual
Report to Shareholders.

                                  F-1
<PAGE>

                  INDEPENDENT AUDITORS' REPORT


American Premier Underwriters, Inc.:

     We have audited the financial statements and the financial
statement schedules of American Premier Underwriters, Inc. and
Consolidated Subsidiaries listed in the accompanying Index to
Financial Statements and Financial Statement Schedules.  These
financial statements and financial statement schedules are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on the financial statements and finan-
cial statement schedules based on our audits.

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

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

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


Deloitte & Touche


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


                                     F-2

<PAGE>

                                                                 SCHEDULE II

AMERICAN PREMIER UNDERWRITERS, INC. AND 
CONSOLIDATED SUBSIDIARIES
                  Amounts Receivable from Related Parties and Underwriters,
                     Promoters and Employees Other than Related Parties
                    For the Years Ended December 31, 1993, 1992 and 1991
                                   (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                  Balance at
                                                 Beginning of                         Deductions                  
  End of Period    
                                                   Period                             Amounts     Amounts 
  Name of Debtor                            Current     Noncurrent        Additions   Collected   Written-Off       Other 
Current       Noncurrent
<S>                                         <C>         <C>               <C>         <C>         <C>               <C>  
<C>     <C>
Year ended December 31, 1993:
  Officers and employees of the 
  Company or its Subsidiaries
  and related parties:
 American Annuity Group, Inc. (a)           $  1,835                      $    724       $ 1,000                         
$ 1,559       
  General Cable Corporation (b)...                      $255,000                                                         
              $255,000
  General Cable Corporation (c)...            36,900                                      36,900                         
      0
  General Cable Corporation (d)...                        31,812                                                         
                31,812
  R.E. Gill (e)...................                           117                                                         
                   117
  N.M. Hahl (e)...................                           123               161                                       
                   284
  J.M. Kampf (f)..................                           332                             332                         
                     0
  A.W. Martinelli (g).............                         8,906                                                         
                 8,906
  R.W. Olson (e)..................                           260               215            32                         
                   443
  S.Stavenhagen (h)...............                           100                             100                         
                     0

Year ended December 31, 1992:
  Officers and employees of the 
  Company or its Subsidiaries 
  and related parties:
  American Annuity Group, Inc. (a)                      $  1,231          $  1,104       $  500                          
$ 1,835       
  M.A. Cramer, Jr. (i)............                           489                            489                          
              $      0
  General Cable Corporation (b)...                                         255,000                                       
               255,000
  General Cable Corporation (c)...                                          36,900                                       
 36,900
  R.E. Gill (e)...................                                             117                                       
                   117
  N.M. Hahl (e)...................                                             123                                       
                   123
  J.M. Kampf (j)..................                           403               734          805                          
                   332
  A.W. Martinelli (e,g,k).........                         9,697             1,842        2,633                          
                 8,906
  R.W. Olson (e)..................                           170               118           28                          
                   260
  S.Stavenhagen (h)...............                           101                             1                           
                   100

                                        S-1
<PAGE>

Year ended December 31, 1991:
  Officers and employees of the
  Company or its Subsidiaries 
  and related parties:
  R.F. Amory (h,l)................                      $    293                      $      2                      $ 291 
              $       0
  J.A. Anderson (h,l).............                           358                             2                        356 
                      0
  R.B. Brumbaugh (h,l)............                           181                             2                        179 
                      0
  R.W. Bubak (h,l)................                           168                                                      168 
                      0
  M.A. Cramer, Jr. (i)............                                        $    489                                       
                    489
  R.E. Gill (h,l).................                           415                             3                        412 
                      0
  P.A. Hagel (h,l)................                           247                             2                        245 
                      0
  N.M. Hahl (h,l).................                           558                             4                        554 
                      0
  F.R. Holt (h,l).................                           334                             2                        332 
                      0
  J.M. Kampf (i)..................                                             403                                       
                    403
  G.B. Kenny (h,l)................                           473                             2                        471 
                      0
  A.W. Martinelli (e,g)...........                         9,649                48                                       
                  9,697
  M.D. Mauer (h,l)................                           147                                                      147 
                      0
  P.S. Meyers (h).................                           174                           174                           
                      0
  R.W. Olson (e,h,l)..............                           402                14          51                        195 
                    170
  R.J. Siverd (h,l)...............                           346                             2                        344 
                      0
  W.J. Smith (h,l)................                           103                             1                        102 
                      0
  S.Stavenhagen (h)...............                           102                             1                           
                    101
  D.H. Street (h,l)...............                           593                             4                        589 
                      0
  N.G. Tsacalis (h,l).............                           154                             1                        153 
                      0
  A.N. Watson (h,l)...............                           123                             1                        122 
                      0
</TABLE>
__________

(a)     Non-interest bearing amounts due to the Company, representing
        payments made by the Company on behalf of the successor of a
        previously spun-off subsidiary of the Company.
(b)     Subordinated note of previously spun-off company, bearing
        interest at 9.98 percent per annum, due September 30, 2007
        (see Note 2 of Notes to Financial Statements).
(c)     Short-term note of previously spun-off company.
(d)     Interest notes received in lieu of cash interest payments on
        the subordinated note referred to in (b) above, paid in full
        on February 14, 1994.
(e)     Promissory notes of participants in the Company's Stock Option
        Loan Program delivered in payment of up to 95 percent of the
        purchase price for the Company's Common Stock purchased upon
        the exercise of stock options, secured by the stock purchased,
        bearing interest at rates ranging from 3.65 to 7.06 percent
        per annum.
(f)     Individual ceased to be an employee or a related party during
        the year.
(g)     Includes recourse promissory notes of participants in the
        Company's Career Share Purchase Plan delivered in payment of
        up to 95 percent of the purchase price for Career Shares (see
        Note 9 of Notes to Financial Statements), secured by the
        Career Shares purchased, bearing interest at 9 percent per
        annum and payable not later than ten years after the purchase
        date.
(h)     Mortgage notes receivable, incidental to employees'
        relocations, secured by homesites.  Principal and interest are
        payable monthly based on amortization schedules which range
        from 15 to 30 years and carry annual interest rates ranging
        from 9 1/2 to 9 3/4 percent.
(i)     Non-interest bearing temporary home loans, incidental to
        employees' relocations, payable within one year of the date of
        the loans.
(j)     Note receivable, incidental to employee relocation, bearing
        interest at 6.49 percent per annum.  Principal and interest
        are payable on or before June 30, 2000.
(k)     Promissory notes referred to in (e) above were collected
        during 1992.
(l)     Mortgage note referred to in (h) above was sold during 1991 in
        the secondary market.

                                     S-2
<PAGE>
                                                                    
                                                                 SCHEDULE III

                        AMERICAN PREMIER UNDERWRITERS, INC.
              Condensed Financial Information of Registrant (Note 1)
                                   (In Millions)
                        COMBINED CONDENSED INCOME STATEMENT
<TABLE>
<CAPTION>
                                                  For the Years Ended December 31,    
REVENUES                                            1993        1992        1991  
  <S>                                             <C>         <C>         <C>
  Equity in earnings of subsidiaries              $178.1      $146.2      $159.2
  Interest and dividend income                      52.4        45.0        34.2
  Net sales                                         16.8        17.3        15.2
  Net realized gains (losses)                       92.9        (3.3)       (9.7)
                                                   340.2       205.2       198.9

EXPENSES
  Corporate and administrative expenses             20.2        20.2        25.8
  Interest and debt expense                         62.6        69.0        63.0
  Provision for loss on sale of
        subsidiaries and asset
        impairment                                  37.9          -           -
  Other (income) expense, net                       30.3        32.3        30.5
                                                   151.0       121.5       119.3

Income from continuing operations before
  income taxes                                     189.2        83.7        79.6
Income tax (expense) benefit                        53.5       (32.8)      (29.4)

Income from continuing operations                  242.7        50.9        50.2

DISCONTINUED OPERATIONS 
  Equity in earnings (losses) of 
    subsidiaries                                     2.8         1.7       (47.6)
  Loss from disposal of businesses                 (13.5)         -           -

Cumulative effect of accounting change                -        252.8          - 

NET INCOME                                        $232.0      $305.4      $  2.6
</TABLE>

                   COMBINED CONDENSED BALANCE SHEET

<TABLE>
<CAPTION>
                                                    As of December 31, 
                                                    1993        1992  
ASSETS
  <S>                                             <C>         <C>
  Investments                                     $  927.4    $  782.2
  Receivables from subsidiaries                      293.5       332.7
  Investments in subsidiaries                      1,231.7       972.3
  Net assets of discontinued operations                9.8       111.5
  Deferred tax asset                                 295.8       245.4
  Other assets                                       120.8       116.1
                                                  $2,879.0    $2,560.2

LIABILITIES AND CAPITAL
  Accounts payable, accrued expenses and
        other liabilities                         $  196.2    $  128.5
  Payables to subsidiaries                           440.9       276.1
  Long-term debt                                     519.6       652.8
  Other capital                                    1,722.3     1,502.8
                                                  $2,879.0    $2,560.2
</TABLE>

                                      S-3
<PAGE>
                                                                 
                                                                    SCHEDULE III
                                                                    (continued)

                        AMERICAN PREMIER UNDERWRITERS, INC.
              Condensed Financial Information of Registrant (Note 1)
                                   (In Millions)
                    COMBINED CONDENSED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                        For the Years Ended December 31,
CASH FLOWS FROM OPERATING ACTIVITIES:                     1993        1992        1991  
  <S>                                                   <C>         <C>         <C>
  Income from continuing operations                     $ 242.7     $  50.9     $  50.2
  Adjustments
        Equity in earnings of subsidiaries               (178.1)     (146.2)     (159.2)
        Deduction in lieu of current Federal
              income tax                                     -           -         24.3
        Deferred Federal income tax                       (57.9)       28.9          -
        Net (gain) loss on disposal of
              businesses, investments and PP&E            (54.5)        4.1        11.4
        Cash received from subsidiaries                   231.2       122.2        89.6
        Litigation settlement                              15.6          -           -  
        Other, net                                        (35.7)      (24.0)      (15.0)
              Cash flows from operating 
                activities                                163.3        35.9         1.3

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net (increase) decrease in temporary
        investments                                      (179.3)      214.8      (114.1)
  Purchases of investments                               (158.3)     (290.5)      (23.1)
  Sales and maturities of investments                     372.1       142.8        62.4
  Acquisitions of businesses, net of cash
        acquired                                          (57.3)         -           -
  Other, net                                                (.7)       (2.4)       20.5
              Cash flows from investing 
                activities                                (23.5)       64.7       (54.3)
<PAGE>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Purchases of Company Common Stock                        (1.9)      (36.8)     (142.7)
  Issuance of debt                                           -           -        148.7
  Repayment of debt                                      (133.7)         -           -  
  Common Stock dividends                                  (38.2)      (36.8)      (32.3)
  Other, net                                               23.3        13.2        11.3
              Cash flows from financing 
                activities                               (150.5)      (60.4)      (15.0)

Net cash flows from continuing operations                 (10.7)       40.2       (68.0)
Net cash (to) from discontinued operations                  8.3       (36.6)       68.1

Increase (decrease) in cash                                (2.4)        3.6          .1
Cash - beginning of year                                    6.2         2.6         2.5

Cash - end of year                                      $   3.8     $   6.2     $   2.6

Cash dividends received from equity method
  accounting investees                                  $   2.5     $   3.9     $   3.8
Cash dividends received from consolidated
  subsidiaries                                          $  36.2     $  53.1     $  37.2
</TABLE>
Note 1:       For purposes of preparing the combined condensed financial
              statements included in this Schedule III, the accounts of
              the Company ("Registrant") have been combined with the
              accounts of Pennsylvania Company ("Pennco").  Pennco is a
              wholly owned direct subsidiary of the Registrant, and is
              itself a holding company.  At December 31, 1993,
              approximately 61% of Investments and substantially all
              Investments in Subsidiaries as reported on the Combined
              Condensed Balance Sheet were owned by Pennco.  Pennco has
              no debt obligations and there are no restrictions
              affecting transfers of funds between Pennco and the
              Registrant.  Accordingly, management believes that the
              financial resources held at Pennco as well as Pennco's
              cash flow are available, if necessary, to service the
              obligations of the Registrant.

                                      S-4
<PAGE>
<TABLE>

                                                                                 SCHEDULE VII
                    AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES
                     Guarantees of Securities and Other Obligations of Other Issuers
                                        December 31, 1993
                                      (Dollars In Millions)
<CAPTION>
                                                                    Total Amount
    Name of Issuer of                 Title of Issue                Guaranteed
  Securities Guaranteed               of Each Class                    and            Nature of
      by Registrant                     Guaranteed                  Outstanding       Guarantee
<S>                                   <C>                           <C>               <C>
Gulf Energy Development               Industrial Revenue Bond,            $2.2        Principal
  Corporation                           6%, dated December 1984                        and Interest
Republic Indemnity Company            Employee Stock Ownership            $1.3        Principal   
  of America                            Plan Debt                                      and Interest
</TABLE>

                                                                    
                                                                SCHEDULE VIII

         AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES
                         Valuation and Qualifying Accounts
               For the Years Ended December 31, 1993, 1992 and 1991
                               (Dollars In Millions)
<TABLE>
<CAPTION>
                                                                        Additions          
                                            Balance at          Charged          Charged                          Balance 
                                            beginning           to costs         to other                          at end of
  Description                               of period         and expenses       accounts         Deductions      period 

<S>                                         <C>               <C>               <C>               <C>               <C>
Year ended December 31, 1993:
  Allowance for uncollectible
        accounts - trade and other
        receivables                         $ 9.9             $ 6.4             $  .6(a)          $    .5(b)(c)       $16.4
  Allowance for uncollectible
        notes receivable                     12.9                -                 -                 12.9(d)           - 
  Miscellaneous reserves for losses -
        other asset categories                6.3              15.4              (9.3)(e)             5.7(c)            6.7
Year ended December 31, 1992:
  Allowance for uncollectible
        accounts - trade and other
        receivables                           6.9               2.0               1.8(f)               .8(b)(c)         9.9
  Allowance for uncollectible
        notes receivable                     15.2                -                  -                 2.3(d)           12.9
  Miscellaneous reserves for losses -
        other asset categories               36.9               3.5             (17.0)(e)            17.1(b)(f)         6.3
Year ended December 31, 1991:
  Allowance for uncollectible
        accounts - trade and other
        receivables                           7.3                .4                -                   .8(c)            6.9
  Allowance for uncollectible
        notes receivable                     30.3                -                 -                 15.1(d)           15.2
  Miscellaneous reserves for losses -
        other asset categories               39.4              14.9                -                 17.4(c)(e)        36.9
</TABLE>               

(a)     Includes additions for businesses acquired.
(b)     Includes reductions for divested businesses.
(c)     Includes reductions of valuation accounts for actual charges
        incurred.
(d)     Includes a reduction in reserves for uncollectibility of notes
        which resulted from the prior sale of certain offshore drilling
        rigs, to reflect the receipt of significant principal and
        interest payments.
(e)     Includes changes in unrealized gains and/or losses on
        securities.
(f)     Includes transfers to/from other reserve accounts.

                                      S-5
<PAGE>
                                                                    
                                                                SCHEDULE X    

         AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES
         Supplemental Information Concerning Property - Casualty Insurance
         Operations
               For The Years Ended December 31, 1993, 1992 and 1991
                               (Dollars in Millions)



<TABLE>
<CAPTION>

 Column A           Column B          Column C          Column D          Column E    Column F
                                                                                     
<S>                <C>                <C>              <C>                <C>         <C>
                                      Reserves for
                    Deferred          Unpaid Claims
Affiliation          Policy            and Claim         Discount
  with              Acquisition        Adjustment       Deducted in       Unearned    Earned
Registrant            Costs             Expenses         Column C         Premiums    Premiums
                                                                                     

CONSOLIDATED PROPERTY AND CASUALTY ENTITIES

1993                $77.4             $961.4(1)            $0             $352.3      $1,273.6

1992                $50.4             $763.5               $0             $224.3      $  998.7

1991                $34.6             $663.9               $0             $156.1      $  845.6    
</TABLE>
                                                                    
                                                                                
                                                                    SCHEDULE X
                                                                    (continued)

         AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES
Supplemental Information Concerning Property - Casualty Insurance
Operations
               For The Years Ended December 31, 1993, 1992 and 1991
                               (Dollars in Millions)


<TABLE>
<CAPTION>
 Column G          Column H             Column I                     Column J         Column K
                                                                                     
               Claims and Claim             Amortization              Paid
               Adjustment Expenses          of Deferred              Claims
   Net         Incurred Related to            Policy                and Claim
Investment    Current     Prior             Acquisition             Adjustment        Premiums
  Income        Year      Years                 Costs                Expenses         Written
                                                                                     

CONSOLIDATED PROPERTY AND CASUALTY ENTITIES

<C>                 <C>         <C>               <C>               <C>               <C>
$114.7              $914.7      $(57.8)           $243.8            $758.1            $1,378.9

$105.0              $706.8      $(20.2)           $195.9            $587.0            $1,067.3

$ 97.9              $601.0      $(21.6)           $121.7            $517.1            $  864.6

</TABLE>



(1) Gross of ceded reinsurance receivable of $45.1 million.

                                      S-6
<PAGE>

                          EXHIBIT INDEX


      EXHIBIT NUMBER
      (REFERENCED TO
      ITEM 601 OF
      REGULATION S-K)
      ---------------

(3)         (i)   ---Amended and Restated Articles of Incor-     
                     poration of the Company, as amended effec-
                     tive March 25, 1994.

           (ii)   ---By-Laws of the Company, as amended         *
                     July 30, 1992, incorporated by reference
                     to Exhibit (3)(iii) to the Company's
                     Annual Report on Form 10-K for 1992.

(4)(i)            ---Order No. 3708 of the United States        *
                     District Court for the Eastern District
                     of Pennsylvania in In the Matter of Penn
                     Central Transportation Company, Debtor,
                     Bankruptcy No. 70-347 dated August 17,
                     1978 directing the consummation of
                     the Plan of Reorganization for Penn Central
                     Transportation Company, incorporated by
                     reference to Exhibit 4 to Form 8-K Current
                     Report of Penn Central Transportation
                     Company for August 1978.

(4)(ii)     (a)   ---Certain instruments with respect to
                     long-term debt of subsidiaries of the
                     Company which do not relate to debt
                     exceeding 10% of the total assets of
                     the Company and its consolidated sub-
                     sidiaries are omitted pursuant to
                     Item 601(b)(4)(iii)(A) of Regulation S-K,
                     17 C.F.R. 229.601.  The Company hereby
                     agrees to furnish supplementally to the
                     Securities and Exchange Commission a copy
                     of each such instrument upon request.

            (b)   ---(i) Indenture dated as of August 1,        *
                     1989 between the Company and Morgan
                     Guaranty Trust Company of New York, as
                     Trustee, regarding the Company's Sub-
                     ordinated Debt Securities (the "Indenture"),
                     incorporated by reference to Exhibit 4.1
                     
- ---------------             
     * Asterisk indicates an exhibit previously filed with the
Securities and Exchange Commission and incorporated herein by
reference.

<PAGE>

      EXHIBIT NUMBER
      (REFERENCED TO
      ITEM 601 OF
      REGULATION S-K)
      ---------------

                     to the Company's Form 8-K Current Report
                     dated August 10, 1989.

                  ---(ii) Instrument of Resignation of Trustee  * 
                     and Appointment and Acceptance of Successor  
                     Trustee and Appointment of Agent dated as
                     of November 15, 1991 among the Company,
                     Morgan Guaranty Trust Company of New York
                     as Resigning Trustee and Star Bank, N.A. as  
                     as Successor Trustee, incorporated by
                     reference to Exhibit (4)(ii)(d)(ii) to
                     the Company's Annual Report on Form 10-K
                     for 1991.

                  ---(iii) Officer's Certificate Pursuant to    *
                     Sections 102 and 301 of the Indenture
                     relating to authentication and designation
                     of the Company's 9-3/4% Subordinated Notes
                     due August 1, 1999, to which is attached
                     the Form of Note, incorporated by reference
                     to Exhibit 4.2 to the Company's Form 8-K
                     Current Report dated August 10, 1989.

                  ---(iv) Officer's Certificate Pursuant to     *
                     Sections 102 and 301 of the Indenture
                     relating to authentication and designation
                     of the Company's 10-5/8% Subordinated Notes
                     due April 15, 2000, to which is attached
                     the Form of Note, incorporated by reference
                     to Exhibit 4.1 to the Company's Form 8-K
                     Current Report dated April 19, 1990.

                  ---(v) Officer's Certificate Pursuant to      *
                     Sections 102 and 301 of the Indenture
                     relating to authentication and designation
                     of the Company's 10-7/8% Subordinated Notes
                     due May 1, 2011, to which is attached the
                     Form of Note, incorporated by reference
                     to Exhibit 4.1 to the Company's Form 8
                     amendment dated May 8, 1991 to the Com-      
                     pany's Form 8-K Current Report dated May 7,
                     1991.
                     
- ---------------             
     * Asterisk indicates an exhibit previously filed with the
Securities and Exchange Commission and incorporated herein by
reference.

<PAGE>

      EXHIBIT NUMBER
      (REFERENCED TO
      ITEM 601 OF
      REGULATION S-K)
      ---------------

(10)(i)     (a)   ---(i) Intercompany Agreement, dated June 9,  *
                     1992, by and between the Company and
                     General Cable Corporation, incorporated by
                     reference to Exhibit 10.1 to the Company's
                     Current Report on Form 8-K dated June 9,
                     1992.

                  ---(ii) Subordinated Promissory Note of       *
                     General Cable Corporation due 2007 in the
                     principal amount of $255,000,000 payable
                     to the Company, incorporated by reference
                     to Exhibit 10.1 to the Company's Current
                     Report on Form 8-K dated June 30, 1992.

            (b)   ---Stock Purchase Agreement, dated as of      *
                     June 10, 1993, among the Company, PCC
                     Technical Industries, Inc. and Tracor,
                     Inc., incorporated by reference to
                     Exhibit (99) to the Company's Current
                     Report on Form 8-K dated May 26, 1993.

The following Exhibits (10)(iii)(a) through (10)(iii)(g) are
compensatory plans and arrangements in which directors or execu-
tive officers participate:

(iii)       (a)   ---(i) The Company's Stock Option Plan, as    *
                     amended March 25, 1992, incorporated by
                     reference to Exhibit (10)(iii)(a)(i) to
                     the Company's Annual Report on Form 10-K
                     for 1992.

                  ---(ii) Amendment to the Company's Stock      *
                     Option Plan adopted by the Company's
                     Board of Directors on March 24, 1993,
                     incorporated by reference to Exhibit
                     (10)(iii)(a)(ii) to the Company's Annual
                     Report on Form 10-K for 1992.

                  ---(iii) Forms of stock option agreements     *
                     used to evidence options granted under
                     the Company's Stock Option Plan to officers
                     
- ---------------             
     * Asterisk indicates an exhibit previously filed with the
Securities and Exchange Commission and incorporated herein by
reference.

<PAGE>

      EXHIBIT NUMBER
      (REFERENCED TO
      ITEM 601 OF
      REGULATION S-K)
      ---------------

                     and directors of the Company, incorporated
                     by reference to Exhibit (10)(iii)(a)(iii)
                     to the Company's Annual Report on Form 10-K
                     for 1992.

                  ---(iv) The Company's Stock Option Loan       *
                     Program, as amended February 8, 1991,
                     incorporated by reference to Exhibit
                     (10)(iii)(a)(v) to the Company's Annual
                     Report on Form 10-K for 1990.

                  ---(v) The Company's 1992 Spin-Off Stock      *
                     Option Plan adopted by the Company's
                     Board of Directors on March 25, 1992,
                     incorporated by reference to Exhibit
                     (10)(iii)(a)(vi) to the Company's Annual
                     Report on Form 10-K for 1991.

            (b)   ---The Company's Annual Incentive Compen-     *
                     sation Plan, as amended February 12, 1992,
                     incorporated by reference to Exhibit
                     (10)(iii)(b) to the Company's Annual
                     Report on Form 10-K for 1991.

            (c)   ---Description of the Company's retirement    *
                     program for outside directors, as adopted
                     by the Company's Board of Directors on
                     March 23, 1983, incorporated by reference
                     to Exhibit (10)(iii)(i) to the Company's
                     Annual Report on Form 10-K for 1982.   

            (d)   ---The Company's Employee Stock Redemption    *
                     Program, as adopted by the Company's
                     Board of Directors on March 28, 1985,
                     incorporated by reference to Exhibit
                     (10)(iii)(j) to the Company's Annual
                     Report on Form 10-K for 1984.

            (e)   ---(i) Severance Agreement dated March 29,    *
                     1987 between the Company and Alfred W.
                     Martinelli, a director of the Company,

- ---------------             
     * Asterisk indicates an exhibit previously filed with the
Securities and Exchange Commission and incorporated herein by
reference.

<PAGE>

      EXHIBIT NUMBER
      (REFERENCED TO
      ITEM 601 OF
      REGULATION S-K)
      ---------------

                     incorporated by reference to Exhibit
                     (10)(iii)(a)(i) to the Company's Form
                     10-Q Quarterly Report for the Quarter
                     Ended March 31, 1987.

                  ---(ii) Consulting Agreement dated as of      *
                     March 29, 1987 between the Company and
                     Alfred W. Martinelli, incorporated by
                     reference to Exhibit (10)(iii)(a)(ii)
                     to the Company's Form 10-Q Quarterly
                     Report for the Quarter Ended March 31,
                     1987.

                  ---(iii) Letter agreement amending the fore-  *
                     going Consulting and Severance Agreements
                     dated December 9, 1991 between the Company
                     and Alfred W. Martinelli, incorporated by
                     reference to Exhibit (10)(iii)(e)(iii)
                     to the Company's Annual Report on Form 10-K
                     for 1991.    

            (f)   ---Letters dated April 9, 1987 from the       *
                     Company to each of Neil M. Hahl and
                     Robert W. Olson, officers of the Company,
                     with respect to severance arrangements, as
                     supplemented by letters dated June 26, 1987
                     to each such officer, incorporated by
                     reference to Exhibit (10)(iii)(a) to the
                     Company's Form 10-Q Quarterly Report for
                     the Quarter Ended June 30, 1987.

            (g)   ---(i) Excess of Loss Agreement, effective    * 
                     March 31, 1988, between Republic Indemnity
                     Company of America and Great American
                     Insurance Company, incorporated by refer-
                     ence to Exhibit (g)(1) to Amendment No. 1
                     to Schedule 13E-3, dated January 17, 1989,
                     relating to Republic American Corporation
                     filed by Republic American Corporation,
                     the Company, RAWC Acquisition Corp.,
                     American Financial Corporation and Carl H.
                     Lindner (the "Schedule 13E-3 Amendment").

- ---------------             
     * Asterisk indicates an exhibit previously filed with the
Securities and Exchange Commission and incorporated herein by
reference.

<PAGE>

      EXHIBIT NUMBER
      (REFERENCED TO
      ITEM 601 OF
      REGULATION S-K)
      ---------------

                  ---(ii) First Amendment to Excess of Loss     *
                     Agreement, effective March 31, 1988,
                     between Republic Indemnity Company of
                     America and Great American Insurance
                     Company, incorporated by reference to
                     Exhibit (g)(2) to the Schedule 13E-3
                     Amendment.

            (h)   ---(i) Business Assumption Agreement,         *
                     effective as of December 31, 1990,
                     between Stonewall Insurance Company and
                     Dixie Insurance Company, incorporated
                     by reference to Exhibit (10)(iii)(o)(i)
                     to the Company's Annual Report on Form
                     10-K for 1990.

                  ---(ii) Quota Share Agreements, effective     *
                     December 31, 1990, between Stonewall
                     Insurance Company and Dixie Insurance
                     Company, incorporated by reference to
                     Exhibit (10)(iii)(o)(ii) to the Company's
                     Annual Report on Form 10-K for 1990.

                  ---(iii) Management Agreement, effective as   *
                     of January 1, 1991, by and between Dixie
                     Insurance Company and Stonewall Insurance
                     Company, incorporated by reference to
                     Exhibit (10)(iii)(o)(iii) to the Company's
                     Annual Report on Form 10-K for 1990.

            (i)   ---Excess of Loss Agreements, effective       *
                     December 31, 1990, between Great American
                     Insurance Company and each of Atlanta
                     Casualty Company, Dixie Insurance Company
                     and Windsor Insurance Company, incorporated
                     by reference to Exhibit (10)(iii)(p) to the
                     Company's Annual Report on Form 10-K for
                     1990.

            (j)   ---Premium Payment Agreement, effective as    *
                     of January 1, 1991, by and between Great
                     American Insurance Company and the Company,

- ---------------             
     * Asterisk indicates an exhibit previously filed with the
Securities and Exchange Commission and incorporated herein by
reference.

<PAGE>

      EXHIBIT NUMBER
      (REFERENCED TO
      ITEM 601 OF
      REGULATION S-K)
      --------------- 

                     incorporated by reference to Exhibit
                     (10)(iii)(q) to the Company's Annual Report
                     on Form 10-K for 1990.

(11)              ---Supplemental information regarding computa-
                     tions of net income per share amounts.

(12)              ---Calculation of ratio of earnings to fixed
                     charges.

(13)              ---Portions of the Company's 1993 Annual Report
                     to Shareholders.

(21)              ---List of subsidiaries of the Company.

(23)              ---Consent of Deloitte & Touche.

(28)              ---Information from reports provided to state
                     regulatory authorities.

<PAGE>
                                                   EXHIBIT (3)(i)

                      AMENDED AND RESTATED
                    ARTICLES OF INCORPORATION
                               OF
               AMERICAN PREMIER UNDERWRITERS, INC.

                  (A Pennsylvania Corporation)


     FIRST.  Corporate Name.  The name of the corporation is
American Premier Underwriters, Inc. (hereinafter referred to as
the "Corporation").

     SECOND.  Registered Office.  The location and post office
address of the registered office of the Corporation in the
Commonwealth of Pennsylvania is 1635 Market Street, Philadelphia,
Pennsylvania 19103, c/o CT Corporation System.

     THIRD.  Corporate Purposes.  The purposes for which the
Corporation is incorporated under the Business Corporation Law of
the Commonwealth of Pennsylvania are to engage in, and to do any
lawful act concerning, any or all lawful business for which
corporations may be incorporated under said Business Corporation
Law, including, but not limited to, manufacturing, processing,
owning, using and dealing in personal property of every class and
description, engaging in research and development, furnishing
services, and acquiring, owning, using and disposing of real
property of any nature whatsoever.

     FOURTH.  Corporate Existence.  The term of existence of the
Corporation is perpetual.

     FIFTH.  Capital Stock.  The aggregate number of shares of
stock which the Corporation shall have authority to issue is two
hundred twenty-three million ninety thousand two hundred and
seventy-four (223,090,274) shares which shall be divided into two
classes, consisting of:

          (a)  twenty-three million ninety thousand two hundred
     and seventy-four (23,090,274) shares of preference stock
     (hereinafter referred to as "Preference Stock") without par
     value; and

          (b)  two hundred million (200,000,000) shares of common
     stock (hereinafter referred to as "Common Stock") with a par
     value of $1 per share.

     SIXTH.  Preference Stock.  (a) The Board of Directors of the
Corporation (the "Board of Directors") shall have the full

<PAGE>
authority permitted by law to fix by resolution full, limited,
multiple or fractional or no voting rights, and such
designations, preferences, qualifications, privileges,
limitations, restrictions, options, conversion rights, and other
special or relative rights of the Preference Stock or any series
of the Preference Stock that may be desired and which have not
been fixed in these Articles.

     (b)  Unless otherwise provided in any resolution hereafter
adopted by the Board of Directors pursuant to this Article Sixth
and filed in the manner provided by law, the number of shares of
any series of the Preference Stock established and designated in
this restatement, or in any resolution hereafter adopted by the
Board of Directors pursuant to this Article Sixth and filed in
the manner provided by law, may be increased (within the then
total authorized amount of Preference Stock of all series) or
decreased (but not below the number of shares thereof then
outstanding) by a statement filed pursuant to law setting forth a
resolution adopted by the Board of Directors increasing or
decreasing the authorized number of shares of such series.  In
like manner, unless otherwise provided in this Article Sixth or
in any such resolution, the Board of Directors may from time to
time, within the then total authorized amount of Preference Stock
of all series, establish and designate any reacquired or unissued
shares of Preference Stock (whether or not theretofore
established and designated as a part of any existing series) as
shares of Preference Stock of one of more existing or additional
series and fix and determine the relative rights and preferences
thereof.

     (c)  Five series of such Preference Stock shall be as
follows:

     SECTION 1.  Designation.

          (A)  71,400 shares designated as the "$3.47 Convertible
     Preference Stock, Second Series", the shares of which shall
     be entitled to cumulative cash dividends at the annual rate
     of $3.47 per share and which shall be convertible into
     Common Stock at the initial rate of 3.2198 shares of Common
     Stock for each share of Preference Stock;

          (B)  40,000 shares designated as the "$3.50 Convertible
     Preference Stock, Third Series", the shares of which shall
     be entitled to cumulative cash dividends at the annual rate
     of $3.50 per share and which shall be convertible into
     Common Stock at the initial rate of 2.2516 shares of Common
     Stock for each share of Preference Stock;

          (C)  162,962 shares designated as the "$3.40
     Convertible Preference Stock, Fourth Series", the shares of
     which shall be entitled to cumulative cash dividends at the

<PAGE>
     annual rate of $3.40 per share and which shall be
     convertible into Common Stock at the initial rate of 2.1618
     shares of Common Stock for each share of Preference Stock;

          (D)  124,720 shares designated as the "$3.76
     Convertible Preference Stock, Fifth Series", the shares of
     which shall be entitled to cumulative cash dividends at the
     annual rate of $3.76 per share and which shall be
     convertible into Common Stock at the initial rate of 1.8434
     shares of Common Stock for each share of Preference Stock;
     and

          (E)  204,426 shares designated as the "$4.20
     Convertible Preference Stock, Sixth Series", the shares of
     which shall be entitled to cumulative cash dividends at the
     annual rate of $4.20 per share and which shall be
     convertible into Common Stock at the initial rate of 1.9508
     shares of Common Stock for each share of Preference Stock.

     SECTION 2.  General Terms.  (A)  The series of Preference
Stock designated in Section 1, and any series of Preference Stock
whose voting rights, designations, preferences, qualifications,
privileges, limitations, restrictions, options, conversion
rights, and other special or relative rights may hereafter be
fixed by resolution of the Board of Directors by reference to
this paragraph (c) of this Article Sixth, will be referred to
hereinafter collectively as Career Share Series and any shares of
any thereof as Career Shares.  Except as to designation, annual
dividend rate and initial conversion rate, the terms of the
shares of any Career Share Series shall be identical to the terms
of the shares of each other Career Share Series.  The terms on
which Career Shares may be converted into Common Stock and the
payment of dividends at the rate specified in Section 1 shall be
subject to, and terms of the Career Shares generally shall be as
set forth in, the remaining Sections of this paragraph (c) of
this Article Sixth.

     (B) Nothing herein shall be deemed to constitute a
limitation on the authority of the Board of Directors to
designate by resolution, out of the authorized Preference Stock,
series of Preference Stock not governed by the terms of this
paragraph (c) of this Article Sixth.

     SECTION 3.  Dividend Rights.  Holders of record of shares of
Career Share Series shall be entitled to receive, as and if
declared by the Board of Directors, out of assets legally
available therefor, cumulative cash dividends at the annual rate
set forth in Section 1 or in the resolution establishing such
series.  Dividends on such Career Shares will accrue from the
respective dates of original issuance of such shares and, with
respect to each such share, will be payable quarterly on February
15, May 15, August 15 and November 15 in each year commencing on

<PAGE>
the later of August 15, 1983 or the first of such dates occurring
more than 30 days after the date of issuance of such share.  In
the event that full cumulative dividends on outstanding shares of
any Career Share Series have not been paid when scheduled, no
dividends shall be declared or paid on, and no amounts shall be
set aside or applied to the redemption or purchase of, any shares
of Common Stock of the Corporation or any other shares of capital
stock of the Corporation ranking subordinate to such Career Share
Series with respect to the payment of dividends (other than a
dividend in capital stock ranking subordinate to such Career
Share Series as to dividends), and, in such event, all dividends
declared on the Career Shares and any other series of capital
stock of the Corporation ranking on a parity as to dividends with
such Career Share Series shall be declared pro rata among each
such series.

     SECTION 4.  Subordination.  The rights of any Career Share
Series with respect to dividends shall be subordinate to any
shares of capital stock of the Corporation which are by their
terms superior to the rights of such Career Share Series with
respect to dividends.  The rights of the Common Stock of the
Corporation shall be subordinate to Career Shares with respect to
the dividend rights set forth in Section 3.

     SECTION 5.  Conversion Privilege and Price.  Career Shares
shall be convertible into shares of Common Stock at any time and
from time to time, at the option of the holder thereof, provided,
however, that such conversion privilege shall be subject to any
contractual agreements between the Corporation and the holder
thereof regarding such privilege for so long as such holder
continues to hold shares of such Career Share Series.  The rate
at which shares of Common Stock shall be delivered upon
conversion shall initially be as set forth in Section 1 or in the
resolution establishing such series.

     All conversions of Career Shares into shares of Common Stock
shall be subject to the following terms and conditions:

          (A)  The Corporation shall make no payment or
     adjustment on account of any dividends declared but unpaid
     on the Common Stock issuable upon conversion.

          (B)  The number of shares of Common Stock into which
     Career Shares are convertible shall be subject to adjustment
     from time to time as follows except that no adjustment need
     be made unless, by reason of the happening of any one or
     more of the events specified in this Section 5(B), the
     conversion rate then in effect shall be changed by 1% or
     more, but any adjustment of less than 1% that would
     otherwise be required then to be made shall be carried
     forward and shall be made at the time of and together with
     any subsequent adjustment which, together with any

<PAGE>
     adjustment or adjustments so carried forward, amounts to 1%
     or more, provided that such adjustment shall be made in all
     events (regardless of whether or not the amount thereof or
     the cumulative amount thereof amounts to 1% or more) after a
     period of three years from the date of happening of an event
     requiring adjustment as specified in this Section 5(B):

               (i) In case the Corporation shall issue rights or
          warrants to holders of shares of Common Stock entitling
          them (for a period expiring within 90 days after the
          record date mentioned below) to subscribe for or
          purchase shares of Common Stock at a price less than
          the current market price per share of Common Stock (as
          determined pursuant to Subsection 5(B)(vi) on the
          record date mentioned below), the conversion rate (such
          rate being initially as set forth in Section 1 or in
          the resolution establishing such series) shall be
          adjusted so that the conversion rate shall equal the
          rate determined by multiplying the conversion rate in
          effect immediately prior to the date of issuance of
          such rights or warrants by a fraction whose numerator
          shall be the number of shares of Common Stock
          outstanding on the date of issuance of such rights or
          warrants plus the number of shares which the aggregate
          exercise price of the shares of Common Stock called for
          by all rights or warrants issued would purchase at such
          current market price, and whose denominator shall be
          the number of shares of Common Stock outstanding on the
          date of issuance of such rights or warrants plus the
          number of additional shares of Common Stock called for
          by such rights or warrants.  Such adjustment shall be
          made whenever such rights or warrants are issued and
          shall be retroactively effective as of immediately
          after the record date for the determination of holders
          of Common Stock entitled to receive such rights or
          warrants.

               (ii) In case the Corporation shall at any time or
          times (1) pay a dividend on the Common Stock in shares
          of capital stock, (2) subdivide its outstanding shares
          of Common Stock into a greater number of shares, (3)
          combine its outstanding shares of Common Stock into a
          smaller number of shares or (4) issue by
          reclassification of its shares of Common Stock, or any
          recapitalization or reorganization of the Corporation,
          any shares of capital stock of the Corporation (other
          than a change from par value to no par value), then, in
          each such case, the conversion rate (such rate being
          initially as set forth in Section 1 or in the
          resolution establishing such series) in effect
          immediately prior thereto shall be adjusted so that the
          holder of any Career Shares thereafter surrendered for

<PAGE>      
          conversion shall be entitled to receive the number and
          kinds of shares of capital stock which he would have
          owned or would have been entitled to receive
          immediately after the happening of any of the events
          described above had such Career Shares been converted
          immediately prior to the happening of such event.  An
          adjustment made pursuant to this Subsection 5(B) (ii)
          shall become effective as of immediately after the
          record date in those cases specified in clause (1) of
          this Subsection 5(B)(ii) and shall become effective as
          of immediately after the effective date in those cases
          specified in clauses (2), (3) and (4) of this
          Subsection 5(B)(ii).

               (iii) In case the Corporation shall distribute to
          holders of its Common Stock evidences of its
          indebtedness or assets or rights to subscribe for or
          warrants to purchase (excluding those referred to in
          Subsection 5(B)(i)) shares of Common Stock or any
          other security, or shall make a capital distribution on
          its shares of Common Stock, then in each such case the
          conversion rate shall be adjusted so that the
          conversion rate (such rate being initially as set forth
          in Section 1 or in the resolution establishing such
          series) shall equal the rate determined by multiplying
          the conversion rate in effect immediately prior to the
          date of such distribution by a fraction whose numerator
          shall be the current market price per share of Common
          Stock (determined as provided in Subsection 5(B)(vi))
          on the effective date of distribution minus the then
          fair market value (as determined by the Board of
          Directors, whose determination shall be conclusive and
          evidenced by a Board resolution) of the portion of the
          assets or evidences of indebtedness so distributed or
          of such subscription rights or warrants, or of the
          capital distribution, applicable to one share of Common
          Stock and whose denominator shall be such current
          market price per share of the Common Stock.  Such
          adjustment shall be made whenever any such distribution
          is made and shall be retroactively effective as of
          immediately after the record date for the determination
          of holders of Common Stock entitled to receive such
          distribution.

               (iv) In case the Corporation shall issue to
          holders of shares of Common Stock shares of Common
          Stock pursuant to any dividend reinvestment plan at a
          price less than the current market price per share of
          Common Stock (determined as provided in Subsection
          5(B)(vi) below) on the date of issuance of such shares
          pursuant to such dividend reinvestment plan, then in
          
<PAGE>
          each such case the conversion rate (such rate being
          initially as set forth in Section 1 or in the
          resolution establishing such series) shall equal the
          rate determined by multiplying the conversion rate in
          effect immediately prior to the date of issuance of
          such shares by a fraction whose numerator shall be the
          number of shares of Common Stock outstanding on the
          date of issuance of such shares plus the number of
          shares of Common Stock which the aggregate purchase
          price for shares being purchased on such date of
          issuance pursuant to any such dividend reinvestment
          plan would purchase at such current market price, and
          whose denominator shall be the number of shares of
          Common Stock outstanding on such date of issuance plus
          the number of additional shares of Common Stock issued
          pursuant to any such dividend reinvestment plan.  Such
          adjustment shall be made whenever such shares are
          issued and shall be retroactively effective as of
          immediately after such date of issuance.

               (v) If any capital reorganization or
          reclassification of the capital stock of the
          Corporation, or consolidation or merger of the
          Corporation with another corporation, or the sale of
          all or substantially all of its assets to another
          corporation, shall be effected in such a way that
          holders of shares of Common Stock shall be entitled to
          receive stock, securities or assets with respect to or
          in exchange for shares of Common Stock, then, as a
          condition of such reorganization, reclassification,
          consolidation, merger or sale, the Corporation or such
          successor or purchasing corporation, as the case may
          be, shall make provision that the holder of each Career
          Share shall have the right thereafter to convert such
          share into the kind and amount of stock, securities or
          assets receivable upon such reorganization,
          reclassification, consolidation, merger or sale by a
          holder of the number of shares of Common Stock into
          which such share might have been converted immediately
          prior to such reorganization, reclassification,
          consolidation, merger or sale, subject to adjustments
          which shall be as nearly equivalent as may be
          practicable to the adjustments provided for in this
          Section 5(B).

               (vi) For the purpose of any computation of current
          market price per share of Common Stock under this
          Section 5(B), the current market price per share of
          Common Stock on any date shall be deemed to be the
          average of the daily closing prices for the 10
          consecutive business days commencing 15 business days
          before the day in question.  The closing price for each

<PAGE>
          day shall be the last reported sales price regular way
          or, in case no such reported sale takes place on such
          day, the average of the reported closing bid and asked
          prices regular way, in either case on the New York
          Stock Exchange, or, if the Common Stock is not listed
          or admitted to trading on such Exchange, on the
          principal national securities exchange on which the
          Common Stock is listed or admitted to trading, or, if
          not listed or admitted to trading on any national
          securities exchange, the average of the closing bid and
          asked prices in the over-the-counter market, as
          furnished by any New York Stock Exchange firm selected
          from time to time by the Corporation for that purpose. 
          For purposes of this Subsection 5(B)(vi), the term
          business day shall not include any day on which
          securities are not traded on such exchange or in such
          market.

               (vii) The Corporation shall not be required to
          issue fractional shares of Common Stock upon conversion
          of Career Shares.  If more than one share of any Career
          Share series shall be surrendered for conversion at one
          time by the same holder, the number of full shares of
          Common Stock issuable upon conversion thereof shall be
          computed on the basis of the aggregate number of shares
          so surrendered.  If any fractional interest in a share
          of Common Stock would be deliverable upon the
          conversion of any Career Shares, the Corporation, in
          lieu of delivering the fractional share therefor, shall
          make an adjustment therefor in cash at the market value
          thereof.  For the purpose of making a cash adjustment
          in lieu of delivering fractional shares, the market
          value of a share of Common Stock shall be the last
          reported sales price regular way or, in case no such
          reported sale takes place on such day, the average of
          the reported closing bid and asked prices regular way,
          in either case on the New York Stock Exchange on the
          last business day prior to the conversion date, or, if
          the Common Stock is not then listed or admitted to
          trading on such Exchange, on the principal national
          securities exchange on which the Common Stock is listed
          or admitted to trading, or, if not listed or admitted
          to trading on any national securities exchange, the
          average of the closing bid and asked prices in the
          over-the-counter market as furnished by any New York
          Stock Exchange firm selected from time to time by the
          Corporation for that purpose.  For purposes of this
          Subsection 5(B)(vii), the term business day shall not
          include any day on which securities are not traded on
          such exchange or in such market.

               (viii) Whenever any event occurs which would cause

<PAGE>
          an adjustment of the securities or other assets into
          which any Career Shares would be converted, as herein
          provided, the Corporation shall promptly file with the
          transfer agent or agents for such Career Share Series
          (and with any conversion agent other than the transfer
          agent or agents) a report prepared by the Corporation
          accompanied by an opinion of a firm of independent
          public accountants selected by the Board of Directors
          (who may be the accountants regularly employed by the
          Corporation) setting forth the conversion rate
          applicable after such adjustment and setting forth a
          brief statement of the facts requiring such adjustment.

          Such report and opinion shall be conclusive evidence of
          the correctness of such adjustment and neither the
          transfer agent or agents nor any conversion agent shall
          be under any duty or responsibility with respect to any
          such report or opinion except to exhibit the same from
          time to time to any holder of any Career Share desiring
          an inspection thereof.  Promptly after filing such
          report and opinion, the Corporation shall cause notice
          to be mailed specifying such adjustment to each holder
          of record of shares of such Career Share Series at his
          last address appearing on the books of the Corporation.

          Neither the transfer agent or agents nor any conversion
          agent shall at any time be under any duty or
          responsibility to any such holder to determine whether
          any facts exist which may require any adjustment of the
          conversion rate, or with respect to the nature and
          extent of any such adjustment when made, or with
          respect to the method employed in making the same.

          (C) The Corporation shall at all times reserve and keep
     available, out of its authorized but unissued shares of
     Common Stock or out of shares of Common Stock held in its
     treasury, the full number of shares of Common Stock into
     which all Career Shares from time to time outstanding are
     convertible.

          (D)  The issuance of stock certificates on conversions
     of Career Shares into shares of Common Stock shall be
     without charge to the converting stockholders for any issue
     tax.  The Corporation shall not, however, be required to pay
     any tax which may be payable in respect of any transfer
     involved in the issue and delivery of shares of Common Stock
     in any name other than that of the registered holder of the
     Career Shares converted, and the Corporation shall not be
     required to issue or deliver any such stock certificate
     unless and until the person or persons requesting the
     issuance thereof shall have paid to the Corporation the
     amount of such tax or shall have established to the
     satisfaction of the Corporation that such tax has been paid.
<PAGE>
          (E)  Any holder of Career Shares who shall choose to
     convert Career Shares held by him pursuant to this Section 5
     shall, as a condition of conversion, present the
     certificates for such Career Shares (which certificate or
     certificates, if the Corporation shall so require, shall be
     duly endorsed or accompanied by appropriate instruments of
     transfer satisfactory to the Corporation) at the office of
     the transfer agent or agents for such Career Shares, or at
     such other office as may be designated by the Corporation,
     and shall give written notice to the Corporation at said
     office that such holder elects to convert the same or part
     thereof and shall state in writing therein the name or names
     in which such holder wishes the certificate or certificates
     for shares of Common Stock to be issued.  The Corporation
     will, as soon as practicable thereafter, issue and deliver
     at said office to such holder, or to the designee of such
     holder, certificates for the number of full shares of Common
     Stock to which such holder or its designee shall be entitled
     as aforesaid, together with cash in lieu of any fraction of
     a share as hereinabove provided and certificates for the
     Career Shares, if any, not converted.  Career Shares shall
     be deemed to have been converted as of the close of business
     on the date of the presentation of such shares for
     conversion as provided above, and the person or persons
     entitled to receive the shares of Common Stock issuable upon
     such conversion shall be treated for all purposes as the
     record holder or holders of such shares of Common Stock as
     of such time and date.

     SECTION 6.  Voting.  (A) The holders of Career Shares shall
not be entitled to vote at any meeting of the shareholders of the
Corporation or on any other occasion where shareholders are
entitled to vote, except as otherwise expressly provided in this
Section 6.  The holders of shares of any Career Share Series
shall vote as a single or separate class with the holders of all
other series of Preference Stock, or as a single or separate
series of Preference Stock, as and to the extent provided in
Subsection 6(B) and by Pennsylvania law.

          (B) The Corporation may, in the manner provided by
     Article Ninth of the Articles and as permitted by
     Pennsylvania law, from time to time alter or change the
     voting rights, preferences, qualifications, privileges,
     limitations, restrictions, options, conversion rights or
     other special or relative rights of any Career Share Series;
     provided, however, that without the affirmative vote of the
     holders of at least two-thirds of the outstanding shares of
     all series of Preference Stock, the Corporation shall not
     amend, alter, change, add or insert any provision in the
     Articles which, or authorize the merger or consolidation of
     the Corporation with any other corporation if the plan of
     such merger or consolidation contains any provision which if

<PAGE>
     contained in the Articles, would (i) make any adverse change
     in the voting rights, preferences, qualifications,
     privileges, limitations, restrictions, options, conversion
     rights or special or relative rights of Preference Stock,
     (ii) authorize a new class of stock senior or superior to
     Preference Stock, or (iii) increase the number of authorized
     shares of a senior or superior class of stock, and, without
     the affirmative vote of the holders of at least a majority
     of the outstanding shares of all series of Preference Stock,
     the Corporation shall not amend, alter, change, add or
     insert any provision in the Articles which, or authorize the
     merger or consolidation of the Corporation with any other
     corporation if the plan of such merger or consolidation
     contains any provision which if contained in the Articles,
     would increase the authorized number of shares of Preference
     Stock.  Without the affirmative vote of the holders of at
     least two-thirds of the outstanding shares of any Career
     Share Series, the Corporation shall not amend, alter,
     change, add or insert any provision in the Articles which,
     or authorize the merger or consolidation of the Corporation
     with any other corporation if the plan of such merger or
     consolidation contains any provision which if contained in
     the Articles, would adversely affect such Career Share
     Series but would not adversely affect each other series of
     Preference Stock.  Nothing in this Section 6 shall require a
     class vote or consent in connection with the authorization,
     designation, increase or issuance of any shares of any class
     or series of capital stock which is subordinate to shares of
     any Career Share Series as to dividends, or in connection
     with the authorization, designation, increase or issuance of
     any bonds, mortgages, debentures or other obligations of the
     Corporation, or because of any adjustment in the provisions
     of any Career Share Series made pursuant to Section 5(B).

     SECTION 7.  No Liquidation Preference.  The holders of
Career Shares shall not be entitled to any payment out of the
assets of the Corporation in the event of a voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation, which is preferential to the rights of the holders
of Common Stock.

     SEVENTH.  Cumulative Voting.  At each meeting of
shareholders at which directors are to be elected, all
shareholders entitled to vote in such election shall have the
right of cumulative voting. Cumulative voting, as used in this
Article Seventh, shall mean the right of each shareholder
entitled to vote for the election of directors to multiply the
number of votes, or fraction thereof, to which he may be entitled
by the total number of directors to be elected in the same
election and to cast the whole number of such votes (including
any fraction thereof) for one candidate or to distribute the
number of such votes among any two or more candidates.

<PAGE>
     EIGHTH.  Board of Directors.  (a) The Board of Directors
shall consist of such number of directors as shall be fixed from
time to time by resolution adopted by a majority of all the
directors then in office.

     (b) There shall be only one class of directors, each of whom
shall be elected for a term of one year by cumulative voting as
provided in Article Seventh hereof.  Notwithstanding any other
provision of this Article Eighth, the terms of the Preference
Stock may provide that, in the event of a default in the payment
of dividends or the making of any mandatory payment to a purchase
or redemption fund, the holders of such class as to which a
default has occurred and is continuing may vote as a separate
class to elect not more than two directors of the Corporation,
who may be in addition to any directors then in office.

     (c) Unless otherwise required by law, the Board of Directors
shall act by the vote of a majority of the directors present and
acting (so long as a quorum is present) in all cases, except as
provided in paragraph (a) of this Article Eighth.

     NINTH.  Amendment to Articles of Incorporation.  The
Corporation shall have the right to amend, alter, change or
repeal any provision contained in these Articles or any provision
that may be added or inserted in these Articles, provided that:

          (a)  Such amendment, alteration, change, repeal,
     addition or insertion is consistent with law and is
     accomplished in the manner now or hereafter prescribed by
     statute or these Articles;

          (b)  Any provision of these Articles which requires, or
     the change of which requires, the vote or consent of all or
     a specific number or percentage of the holders of shares of
     any class or series shall not be amended, altered, changed
     or repealed by any lesser amount, number or percentage of
     votes or consents of such class or series; and

          (c)  Article Seventh and Article Eighth may not be
     amended, altered, changed or replaced without the
     affirmative vote or consent of the holders of an aggregate
     of two-thirds of the total number of votes which could be
     cast by the holders of all shares of stock of the
     Corporation.

Any rights at any time conferred upon the shareholders of the
Corporation are granted subject to the provisions of this
Article.

     Every amendment to the Articles shall be proposed by either
the Board of Directors by the adoption of a resolution setting
forth the proposed amendment or by petition of shareholders

<PAGE>
entitled to cast at least ten percent of the votes which all
shareholders are entitled to cast thereon, setting forth the
proposed amendment, which petition shall be directed to, and
filed with, the Board of Directors.  The preceding sentence shall
be interpreted in the same manner as the first sentence of
section 802 of the Business Corporation Law of 1933, as amended
by the act of August 27, 1963 (P.L.1355, No.534).

     TENTH.  By-Laws.  By-Laws of the Corporation may be adopted,
amended or repealed by the Board of Directors to the full extent
permitted by law.

     ELEVENTH. (a) Directors and Officers as Fiduciaries.  A
director or officer of the Corporation shall stand in a fiduciary
relation to the Corporation and shall perform his duties as a
director or officer, including his duties as a member of any
committee of the Board upon which he may serve, in good faith, in
a manner he reasonably believes to be in the best interests of
the Corporation, and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence
would use under similar circumstances.  In performing his duties,
a director or officer shall be entitled to rely in good faith on
information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or
presented by: one or more officers or employees of the
Corporation whom the director or officer reasonably believes to
be reliable and competent with respect to the matters presented;
counsel, public accountants or other persons as to matters that
the director or officer reasonably believes to be within the
professional or expert competence of such person; or a committee
of the Board of Directors upon which the director or officer does
not serve, duly designated in accordance with law, as to matters
within its designated authority, which committee the director or
officer reasonably believes to merit confidence.  A director or
officer shall not be considered to be acting in good faith if he
has knowledge concerning the matter in question that would cause
his reliance to be unwarranted.  Absent breach of fiduciary duty,
lack of good faith or self-dealing, actions taken as a director
or officer of the Corporation or any failure to take any action
shall be presumed to be in the best interests of the Corporation.

     (b) Personal Liability of Directors.  A director of the
Corporation shall not be personally liable, as such, for monetary
damages (including, without limitation, any judgment, amount paid
in settlement, penalty, punitive damages or expense of any nature
(including, without limitation, attorneys' fees and
disbursements)) for any action taken, or any failure to take any
action, unless the director has breached or failed to perform the
duties of his office under these Articles, the By-laws or
applicable provisions of law, and the breach or failure to
perform constitutes self-dealing, willful misconduct or
recklessness.

<PAGE>
     (c) Personal Liability of Officers.  An officer of the
Corporation shall not be personally liable, as such, to the
Corporation or its shareholders, for monetary damages (including,
without limitation, any judgment, amount paid in settlement,
penalty, punitive damages or expense of any nature (including,
without limitation, attorneys' fees and disbursements)) for any
action taken, or any failure to take any action, unless the
officer has breached or failed to perform the duties of his
office under these Articles, the By-laws or applicable provisions
of law, and the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.

     (d) Interpretation of Article.  The provisions of paragraphs
(b) and (c) of this Article Eleventh shall not apply to the
responsibility or liability of a director or officer, as such,
pursuant to any criminal statute or for the payment of taxes
pursuant to local, state or federal law.  The provisions of this
Article Eleventh have been adopted pursuant to the authority of
section 204A (10) of the Pennsylvania Business Corporation Law,
shall be effective as to any act or failure to act occurring on
or after May 14, 1987, shall be deemed to be a contract with each
director or officer of the Corporation who serves as such at any
time while this Article is in effect, and are cumulative of and
shall be in addition to and independent of any and all other
limitations on the liabilities of directors or officers of the
Corporation, as such, or rights of indemnification by the
Corporation, to which a director or officer of the Corporation
may be entitled, whether such limitations or rights arise under
or are created by any statute, rule of law, by-law, agreement,
vote of shareholders or directors or otherwise.  Each person who
serves as a director or officer of the Corporation while this
Article Eleventh is in effect shall be deemed to be doing so in
reliance on the provisions of this Article.  No amendment to or
repeal of this Article Eleventh, nor the adoption of any
provision of these Articles inconsistent with this Article, shall
apply to or have any effect on the liability or alleged liability
of any director or officer of the Corporation for or with respect
to any acts or omissions of such director or officer occurring
prior to such amendment, repeal or adoption of an inconsistent
provision.  In any action, suit or proceeding involving the
application of the provisions of this Article Eleventh, the party
or parties challenging the right of a director or officer to the
benefits of this Article shall have the burden of proof.

     TWELFTH.  Headings.  Any headings preceding the text of the
several Articles, parts and paragraphs hereof are solely for the
convenience of reference and shall not constitute a part of these
Articles or affect their meaning, construction or effect.

     THIRTEENTH.  Special Meetings of Shareholders.  Special
meetings of the shareholders may be called at any time by the
president, or the Board of Directors, or shareholders entitled to

<PAGE>
cast at least one-fifth of the votes which all shareholders are
entitled to cast at the particular meeting, or by such other
officers or persons as may be provided in the Articles or Bylaws.

The preceding sentence shall be interpreted in the same manner as
the first sentence of subsection C of section 501 of the Business
Corporation Law of 1933, as amended by the act of August 27, 1963
(P.L.1355, No.534).

<PAGE>
                                                       EXHIBIT (11)

AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES
Net Income Per Share of Common Stock
For the Years Ended December 31, 1993, 1992 and 1991
(In Millions, Except Per Share Amounts)

<TABLE>
<CAPTION>

                                                             Year Ended December 31,   
                                                              1993      1992      1991
<S>                                                         <C>       <C>       <C>
Income from continuing operations.........................  $242.7    $ 50.9    $ 50.2
Income (loss) from discontinued operations................   (10.7)      1.7     (47.6)
Cumulative effect of accounting change....................      -      252.8        -  
     Net income..........................................   $232.0    $305.4    $  2.6

Weighted average number of common shares..................    47.0      47.2      48.7

Primary:
     Additional shares to be issued upon assumed
       exercise of stock options or conversion of 
       Career Shares, reduced by the number of common
       shares which could have been purchased with
       the proceeds from exercise of such options or
       the conversion of such Career Shares..............      1.2        .7        .7

     Weighted average number of common shares as 
       adjusted..........................................     48.2      47.9      49.4

     Net income (loss) per share of Common Stock as adjusted
       Continuing operations.............................   $ 5.03    $ 1.06    $ 1.02
       Discontinued operations...........................     (.22)      .04      (.97)
       Cumulative effect of accounting change............       -       5.28        - 
                                                            $ 4.81    $ 6.38    $  .05
Fully Diluted:
     Additional shares to be issued upon assumed
       exercise of stock options or conversion of 
       Career Shares, reduced by the number of common
       shares which could have been purchased with
       the proceeds from exercise of such options or
       the conversion of such Career Shares..............      1.1        .7        .7

     Weighted average number of common shares as 
       adjusted..........................................     48.1      47.9      49.4

     Net income (loss) per share of Common Stock as adjusted
       Continuing operations.............................   $ 5.05    $ 1.06    $ 1.02
       Discontinued operations...........................     (.22)      .04      (.97)
       Cumulative effect of accounting change............       -       5.28        - 
                                                            $ 4.83    $ 6.38    $  .05
</TABLE>

                                                  EXHIBIT (12)

AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES
Calculation of Ratios of Earnings to Fixed Charges
(Dollars in Millions)
 <TABLE>
<CAPTION>
                                               Year Ended December 31,              
                                     1993      1992      1991      1990      1989
<S>                                <C>       <C>       <C>       <C>       <C>
Tax rate..........................     38%       39%       37%       34%       34%

Income from continuing operations
     before income taxes.........  $190.1    $ 84.1    $ 79.4    $ 95.6    $141.0
Interest and debt expense.........   62.8      69.6      65.3      50.8      27.7
Rent expense......................    4.4       4.4       3.7       2.4       1.9
Preferred stock dividend require-
     ments of majority-owned
     subsidiaries................      -         -         -         -         .2

Earnings before fixed charges..... $257.3    $158.1    $148.4    $148.8    $170.8


Interest and debt expense......... $ 62.8    $ 69.6    $ 65.3    $ 50.8    $ 27.7
Capitalized interest..............     -         -         -         -         - 
Rent expense......................    4.4       4.4       3.7       2.4       1.9
Pre-tax preferred stock dividend
     requirements of majority-owned
     subsidiaries................      -         -         -         -         .3

Fixed charges..................... $ 67.2    $ 74.0    $ 69.0    $ 53.2    $ 29.9


Ratio of Earnings to Fixed 
     Charges.....................     3.8       2.1       2.2       2.8       5.7
     
</TABLE>
As indicated in Note 14 of Notes to Financial Statements included
in the Company's 1993 Annual Report to Shareholders and on
Schedule VII of the Financial Statements Schedules, the Company
guarantees payment of certain debt and other obligations of other
issuers.  To date, the Company has not been required to make any
payments under the terms of such commitments and no payments under
such commitments have been included in the above calculation.

<PAGE>
                                                  Exhibit 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
       FINANCIAL CONDITION AND RESULTS OF OPERATIONS


     Management's Discussion and Analysis discusses the Company's
financial condition and results of operations for each of the three
years in the period ended December 31, 1993.  The following is a
description of the Company's Insurance segment and other operations. 
Amounts presented in the discussion and analysis relate only to
continuing operations unless otherwise indicated.

INSURANCE

The Insurance segment consists primarily of a group of non-standard
private passenger automobile insurance companies (the "NSA Group")
and a business which sells workers' compensation insurance in
California ("Republic Indemnity").  On May 20, 1993, the Company
purchased Leader National Insurance Company ("Leader National"), a
writer of non-standard automobile insurance, for $38.0 million.  The
non-standard automobile insurance companies insure risks not
typically accepted for standard automobile insurance coverage
because of the applicant's driving record, type of vehicle, age or
other criteria.  Also, a subsidiary of the Company is engaged in the
writing of reinsurance.

NON-INSURANCE OPERATIONS

These operations include the manufacture of a variety of industrial
products and the providing of other industrial services as well as
energy and real estate operations.  In connection with the Company's
previously announced divestiture effort, two industrial businesses
were sold during 1993 and one unit was sold in March of 1994.  The
sales of the other two companies are pending.  These businesses do
not comprise reportable industry segments of the Company and,
accordingly, are not reportable as discontinued operations.

LIQUIDITY AND CAPITAL RESOURCES

The Company's management believes the following information may be
useful in understanding the liquidity and capital resources of the
Company.
<TABLE>
<CAPTION>
(Dollars in Millions, Except Per Share Amounts)
As of and for the years ended December 31,     1993      1992      1991
<S>                                          <C>       <C>       <C>

Cash, Parent Company short-term investments
  and Parent Company fixed maturity
  securities                                 $669.2    $498.8    $562.7
Deduct items not readily available for 
  corporate purposes:
    Cash held by the insurance operations     (23.2)    (26.8)     (8.4)
    Securities held in bank escrow accounts   (20.2)    (65.5)    (15.6)
    Private placement notes                   (14.6)    (11.4)     (1.4)
Cash, temporary investments and marketable
  securities                                 $611.2    $395.1    $537.3

Total debt as a percentage of total capital      23%       30%       31%

Book value per share of Common Stock         $36.30    $32.40    $31.23
Net cash provided by continuing operating 
  activities                                 $304.1    $217.9    $130.6
</TABLE>

     The Company's Federal income tax loss carryforward is available
to offset taxable income and, as a result, the Company's requirement
to currently pay Federal income tax is substantially eliminated.  It
is expected that the 1993 consolidated Federal income tax return
will report a remaining net operating loss carryforward currently
estimated at approximately $610 million, which will expire at the
end of 1996 unless previously utilized.
     The $216.1 million increase during 1993 in the cash, temporary
investments and marketable securities included in the preceding
table was principally attributable to the Company's sale of its
shares of the common stock of Tejas Gas Corporation ("Tejas") for
net proceeds of $106.6 million, the sale of the Company's defense
services operations for $94.0 million in cash, subject to a post-
closing working capital adjustment, and the Company's sale of its
limited
15<PAGE>

partnership units of Buckeye Partners L. P. ("Buckeye Units")
previously held in the Parent Company investment portfolio (but not
included in the aggregate of cash, temporary investments and
marketable securities) for approximately $60.9 million.  The Company
also received $39.2 million in cash, including accrued interest,
from the payment by General Cable Corporation ("General Cable") of
its $36.9 million short-term note issued in connection with the
Company's 1992 spin-off to its shareholders of substantially all of
the Company's General Cable stock (the "Spin-off") and $26.0 million
from payment of a note plus accrued interest  relating to the prior
sale of an offshore drilling rig.  These increases in cash,
temporary investments and marketable securities were partially
offset by the Company's redemption of all of its outstanding 11
percent subordinated debentures due December 15, 1997 for $133.3
million plus accrued interest.


Net Cash Provided by Continuing Operating Activities

During each of the three years in the period ended December 31,
1993, the Company's continuing operations provided significant
financial resources and sufficient cash flow to meet its operating
requirements.  Management expects that the Company's operating cash
flow and financial resources will continue to be adequate to meet
its operating needs in the short-term and long-term (i.e., more than
twelve months) future.  Cash flows of the Company may be influenced
by a variety of factors, including changes in the property and
casualty insurance industry, the insurance regulatory environment
and general economic conditions.
     Operating cash flow of the insurance operations is dependent
primarily on the growth of written premiums, the requirements for
claim payments and the rate of return achieved on the insurance
investment portfolio.  Operating cash flow from the Company's other
operations is primarily dependent on pre-tax income, adjusted for
non-cash charges such as depreciation and amortization, and the
operating working capital requirements of the businesses.

Net Cash Provided by Continuing Operating Activities (continued)

     Cash provided by continuing operating activities in 1993 was
$86.2 million higher than in 1992.  This increase resulted primarily
from an increase in the insurance operations' operating cash flow at
Republic Indemnity and, to a lesser extent, at the NSA Group.  While
the NSA Group and Republic Indemnity experienced strong written
premium growth during 1993, the favorable impact of such growth on
the operating cash flow of the NSA Group has been partially offset
by an increase in claims payments resulting from business expansion
in previous periods.  The payment of a note relating to the prior
sale of an offshore drilling rig, the net proceeds resulting from
the settlement of certain litigation relating to a previously owned
subsidiary which was included in the General Cable Spin-off and
lower interest payments due to the redemption of the Company's 11
percent subordinated debentures in July 1993 also contributed to the
improved operating cash flow.  These favorable variances were
partially offset by a settlement payment resulting from the
termination of a reinsurance contract, lower operating cash flow
from the Company's industrial operations and lower interest receipts
on the Parent Company investment portfolio.
     During 1993, the insurance operations generated $327.8 million
of operating cash flow, approximately 66 percent of which was
retained by the insurance companies and primarily used to purchase
investments, principally marketable debt securities, and for the
acquisition of Leader National.  The remainder of the cash provided
by the insurance operations was paid to the Parent Company
principally through intercorporate tax allocation payments.  The
Company's insurance subsidiaries are restricted as to the amount of
stockholder dividends they can pay to the Company without prior
regulatory approval. Under these restrictions, the maximum amount of
dividends which can be paid to the Company during 1994 by these
subsidiaries is $96.5 million.
     Cash provided by continuing operating activities in 1992 was
$87.3 million higher than in 1991.  This increase resulted primarily
from strong growth in written premiums at the NSA Group and, to a
lesser extent, at Republic Indemnity.  Cash provided by continuing
operating activities was also favorably affected by increased
operating results at operations which installed satellite ground
station electronic equipment and by lower administrative costs. 
These favorable variances were partially offset by lower operating
results at operations that manufacture aerial lift trucks and mobile
tools, higher interest payments resulting from a full year of
interest on the 10 7/8 percent subordinated notes issued in May
1991, and lower interest receipts on the Parent Company investment
portfolio in the 1992 period versus 1991.
16<PAGE>
Investing and Financing Activity

During 1993, sales of the Parent Company's Tejas shares and Buckeye
Units, sales of the Company's defense services operations and two of
the Company's industrial businesses and payment by General Cable of
its short-term note provided approximately $294 million in the
aggregate.  In addition, the Company received $24.0 million from the
sale of shares of Company Common Stock pursuant to the exercise of
stock options.  During this same period, the Company used $133.3
million to redeem all of its outstanding 11 percent subordinated
debentures, $52.8 million for the payment of the purchase price
contingency relating to the acquisition of the NSA Group, including
$12.8 million of interest and $40 million of securities deposited by
the Company at the end of 1992 in a bank escrow account, and $38.0
million in cash to acquire Leader National.  The Company also used
$38.2 million for the payment of Common Stock dividends, $17.5
million for capital expenditures and $4.5 million for the purchase
of an investment in an insurance company located in the United
Kingdom.  The Company's insurance operations made net purchases of
investments of $179.9 million during 1993 and the Company used
approximately $165.5 million for net purchases of investments for
the Parent Company investment portfolio.
     On February 10, 1994, the Company announced that it is
considering a proposal from American Financial Corporation ("AFC")
for the purchase by the Company of the personal lines insurance
businesses owned by Great American Insurance Company ("GAIC") for a
proposed purchase price of approximately $380 million in cash. 
GAIC's personal lines insurance businesses principally provide
standard private passenger automobile insurance and multiperil
homeowners' insurance.  GAIC is a wholly-owned subsidiary of AFC. 
Completion of a transaction would be subject to certain conditions,
including approval by a special committee of the Company's directors
which has been empowered to negotiate all aspects of the proposed
acquisition, including the proposed purchase price, receipt by the
Company of an appropriate fairness opinion from an independent
investment banking firm and any required regulatory approvals.  AFC
beneficially owned 40.5 percent of the Company's outstanding common
shares at December 31, 1993 and AFC's Chairman, Chief Executive
Officer and principal shareholder is Chairman and Chief Executive
Officer of the Company.  AFC's  proposal would include the transfer
by GAIC of an investment portfolio consisting principally of
investment grade bonds with a market value of approximately $450
million.  GAIC's personal lines businesses reported net earned
premiums of $342 million and $322 million for 1993 and 1992,
respectively.  GAIC estimates that on a stand-alone basis the
personal lines businesses had pro forma accident year statutory
combined ratios of 99.0 percent and 99.1 percent for 1993 and 1992,
respectively.  GAIC also estimates that the net book value of the
businesses that would be transferred at closing would be
approximately $200 million.
     As part of the General Cable Spin-off, the Company retained a
$255.0 million 9.98% subordinated note due 2007 issued by General
Cable (the "General Cable Note").  Interest due prior to 1998 on the
General Cable Note may be paid with additional 9.98% subordinated
notes ("Interest Notes") in lieu of cash if certain earnings levels
are not achieved by General Cable.  During 1993, General Cable paid
100 percent, or $31.8 million, of the interest due on the General
Cable Note with Interest Notes in lieu of cash.
     On February 14, 1994, General Cable delivered to the Company
cash and promissory notes issued by a subsidiary of Rowan Companies,
Inc. ("Rowan") totalling $52.1 million as a partial payment of the
General Cable notes.  The cash portion of the payment was $10.4
million.  The Rowan notes, which are guaranteed by Rowan, have a
face value of $41.7 million, an interest rate of 7 percent and are
due in 1999.  Quarterly interest payments are payable in cash
beginning March 31, 1994.  The cash and Rowan notes resulted from
the sale by General Cable of its Marathon LeTourneau unit to Rowan. 
As a result of these receipts, the Company credited General Cable
with $48.1 million of principal and interest payments on the General
Cable notes which resulted in the payment in full of the $31.8
million of Interest Notes and reduced the principal amount of the
General Cable Note to $241.4 million from $255.0 million at December
31, 1993.
     Under the terms of General Cable's revolving credit and letter
of credit facility with certain commercial banks, General Cable is
required to exercise its option, if available, to pay interest on
the General Cable Note with Interest Notes in lieu of cash.  In view
of General Cable's consolidated net losses of $57.6 million for the
twelve months ended December 31, 1993, the Company expects

17<PAGE>
that General Cable will pay approximately $12.0 million of interest
due on March 31, 1994 with an Interest Note.  See Note 2 of Notes to
Financial Statements for a discussion of the recoverability of the
General Cable Note and Interest Notes.
     On February 16, 1994, the Company called for redemption on
March 25, 1994 all of the outstanding $16.2 million principal amount
of its 9 1/2 percent subordinated debentures due August 1, 2002 at
the redemption price of 100 percent of the principal amount plus
accrued and unpaid interest through the redemption date.  The
Company plans to fund the redemption with internal cash resources
and proceeds from the sale of a portion of the Parent Company's
short-term investments.
     At December 31, 1993, the Parent Company investment portfolio
held unrated or less than investment grade corporate debt
securities, excluding the General Cable notes, with carrying values
of $19.9 million.  At that date, the Company's insurance operations
held $117.9 million of such unrated or less than investment grade
debt securities and preferred stocks.  As a group, unrated or less
than investment grade investments may be expected to generate higher
average yields than investment grade securities.  However, the risk
of loss from default by the borrower may be greater with respect to
such securities because these issuers usually have higher levels of
indebtedness and may be more sensitive to adverse economic
conditions than are investment grade issuers.  In addition, there is
only a thinly traded secondary market for such securities and market
quotations are available from a limited number of dealers.  In order
to manage its risk associated with these investments, the Company
limits its investment in unrated or less than investment grade
securities of any one issuer and regularly monitors the condition of
the issuers and their industries.  At December 31, 1993, the largest
investment of the Company and its insurance operations in such
securities of any one issuer, excluding the General Cable notes,
totaled $13.3 million.
     At December 31, 1993, management remained authorized by the
Board of Directors to effect purchases of up to an additional 4.5
million shares of the Company's Common Stock, at market prices,
through privately negotiated transactions or on the open market.
     The Company's principal source of cash from investing and
financing activities during 1992 was maturities of the Parent
Company investment portfolio (net of purchases of investments) which
provided $113.2 million.  In addition to $25 million transferred to
General Cable as part of the Spin-off, the Company used cash of
$36.8 million for Common Stock dividends, $36.8 million for
purchases of shares of Company Common Stock, $14.6 million for
capital expenditures and $13.1 million for the repayment of debt. 
The Company's insurance operations made net purchases of investments
totaling $164.3 million.
     During 1991, the Company's principal source of cash from
investing and financing activities was $148.7 million from the May
issuance of its 10 7/8 percent subordinated notes.  Also, the sale
of the Company's interests in certain oil and gas properties
generated approximately $26 million in cash.  The principal uses of
cash during 1991 were $142.7 million to acquire shares of the
Company's Common Stock and $72.4 million of net purchases of
investments for the Parent Company investment portfolio.  In
addition, the Company's insurance operations made net purchases of
investments totaling $94.7 million, excluding intercorporate
investment transactions.
     During each of the three years in the period ended December 31,
1993, the Company's continuing operations did not have large capital
spending requirements.  The Company presently has no plans or
commitments for material capital expenditures.

Borrowing Facilities and Debt Obligations

Because of the Company's balances of cash and temporary investments
and its positive cash flow from operating activities, the current
borrowing requirements for the Company's existing businesses are not
significant.  At December 31, 1993, the Company's total debt to
total capital ratio decreased to 23 percent from 30 percent at
year-end 1992.  The decrease was primarily due to the 1993
redemption of the Company's 11 percent subordinated debentures. 
Total capital as defined for this ratio consists of debt, minority
interests in subsidiaries and common shareholders' equity.  On the
basis of this ratio and other relevant factors, management believes
that the Company has additional borrowing capacity which may be
available to expand its current businesses or for acquisitions.  The
Company is in compliance with all of its debt covenants, none of
which are materially restrictive.

Adjustments of Estimated Pre-reorganization Liabilities

During 1993 and 1992, the Company increased its accruals for its net
probable liability for claims and contingencies arising from events
and circumstances preceding the Company's 1978

18<PAGE>
reorganization.  In 1993, the Company accrued $14.0 million for pre-
reorganization environmental claims and related expenses.  In 1992,
the Company accrued $15.0 million for pre-reorganization personal
injury and environmental claims and related expenses.  Consistent
with the Company's reorganization accounting policy, such amounts
were charged to capital surplus rather than income.  See Notes 1, 11
and 12 of Notes to Financial Statements.  In management's opinion,
the outcome of these claims and contingencies will not, individually
or in the aggregate, have a material adverse effect on the Company's
financial condition or results of operations.

Net Cash (to) from Discontinued Operations

During 1993, discontinued operations, which consisted of the
Company's defense services operations, provided $8.3 million of
cash.  During the period from January 1, 1992 until the July 1, 1992
date of the General Cable Spin-off, the General Cable businesses
required $36.9 million, principally to fund their working capital
requirements.  Also included in cash provided to discontinued
operations for 1992 is $1.3 million  to fund expenses related to the
General Cable Spin-off and $1.6 million received from the defense
services operations.  During 1991, cash from discontinued operations
totaled $68.1 million.

RESULTS OF OPERATIONS

Analysis of Continuing Operations

Income from continuing operations was $242.7 million, or $5.03 per
share, for 1993 as compared with $50.9 million, or $1.08 per share,
for 1992.  Results for 1993 include tax benefits of $132 million, or
$2.74 per share, attributable to increases in the Company's net
deferred tax asset.  Exclusive of the deferred tax asset adjustment,
income from continuing operations for 1993 was $110.7 million, or
$2.29 per share.
     Income from continuing operations before income taxes for 1993
increased to $190.1 million from $84.1 million for the 1992 period. 
The increase was principally due to pre-tax gains of approximately
$80.0 million and $18.5 million, respectively, from the sale of the
Company's Tejas shares and Buckeye Units, improved operating results
in the Company's Insurance segment and higher interest and dividend
income generated from the Parent Company investment portfolio,
partially offset by provisions for expected losses associated with
the intended divestitures of the Company's non-insurance operations. 
In 1993 and 1992, the Company recognized approximately $25.4 million
and $12.7 million, respectively, of interest on the General Cable
Note, of which $31.8 million in Interest Notes was paid in full by
General Cable on February 14, 1994.  For further information, see
"Liquidity and Capital Resources - Investing and Financing
Activity".  Such interest, which is a component of interest and
dividend income, was approximately 13 percent and 15 percent,
respectively, of the Company's 1993 and 1992 income from continuing
operations before income taxes. 
     The 1992 income from continuing operations of $50.9 million
increased from $50.2 million reported in 1991, principally due to
higher interest and dividend income generated from the Parent
Company's investments and lower general and administrative expenses,
partially offset by higher interest expense, a provision for an
environmental claim settlement and slightly lower operating results. 
An increase in income per share from continuing operations occurred
during 1992, as compared with 1991, largely because fewer average
shares were outstanding during 1992, as compared with the prior
year.  Income from continuing operations in 1991 included
restructuring provisions related to certain non-insurance businesses
and write-downs in the carrying value of certain Parent Company
equity investments, totaling $12.6 million net of tax, or $.26 per
share.

INSURANCE

Revenues in the Insurance segment increased to $1,405.8 million in
1993 as compared with $1,127.3 million for 1992.  The increase was
primarily due to an increase in earned premiums at both the NSA
Group and Republic Indemnity.  Investment income before realized
gains and losses on sales of investments also increased due to
higher average investment balances primarily due to increased
premiums, partially offset by a decrease in the average yield on the
insurance operations' investment portfolio.  Operating income in
1993 increased to $167.4 million as compared with $143.5 million in
1992, primarily due to improved underwriting results at Republic
Indemnity and higher investment income, partially offset by lower
net realized gains.  Net realized gains from sales of investment
securities in the insurance operations' portfolio totaled $17.5
million for 1993 compared with $23.6 million for 1992.  See Note 3
of Notes to Financial Statements for further information regarding
gross realized and unrealized investment gains and losses.

19<PAGE>
     Revenues in the Insurance segment increased during 1992, as
compared with 1991, primarily due to an increase in earned premiums
at both the NSA Group and Republic Indemnity.  Investment income
before realized gains and losses on sales of investments also
increased due to higher average investment balances.  Operating
income decreased, as compared with 1991, principally due to lower
net gains on sales of investments and the inclusion in 1991 results
of certain one-time purchase accounting benefits.  Net realized
gains from sales of investment securities in the insurance
operations' portfolio totaled $23.6 million for 1992 compared with
$26.5 million in 1991.
     Underwriting profitability of the insurance operations is
measured by the combined ratio which, according to generally
accepted accounting principles ("GAAP"), is calculated as the
quotient of (a) the sum of insurance losses and loss adjustment
expenses ("LAE"), policyholder dividends and commissions and other
insurance expenses, excluding amortization of cost in excess of net
assets acquired, divided by (b) premiums earned, as reflected in the
accompanying financial statements.  Underwriting results are
generally considered profitable when the combined ratio is under 100
percent.  The GAAP combined ratio for the Insurance segment was 96.2
percent in 1993, 97.5 percent in 1992 and 97.0 percent in 1991,
excluding the unusual purchase accounting benefit.
     In October 1993, the Clinton Administration introduced in
Congress proposed legislation called the Health Security Act (the
"HSA"), which would guarantee all Americans access to comprehensive
health care services provided through health plans.  If the HSA were
enacted, health plans would provide medical treatment for injuries
sustained in the workplace or in an automobile accident.  Workers'
compensation and automobile insurers would continue to be
responsible for the costs of treatment covered by their policies and
would reimburse health plans for services provided.  The HSA also
would create a Commission on Integration of Health Benefits, which
would study the feasibility and appropriateness of transferring to
health plans financial responsibility for all medical benefits
covered under workers' compensation and automobile insurance and
would submit a report to the President by July 1, 1995 that would
provide a detailed plan for integration if integration is
recommended.  The Company is unable to predict whether or in what
form the HSA will be enacted or, if enacted, what effect it will
have on the Company's insurance operations.  However, depending on
its actual terms, the HSA, and any subsequent legislation mandating
such integration, could potentially have a material adverse effect
on the Company's future insurance operations.


NSA Group
In general, automobile coverage written by the NSA Group is sold to
drivers who have not been accepted for coverage by a writer of
standard risks due to driving history, type of automobile, age of
insured or other factors.  Because it can be viewed as a residual
market, the size of the non-standard private passenger automobile
insurance market changes with the insurance environment.  Management
of the Company believes the non-standard market has experienced
significant growth in recent years as standard insurers have become
more restrictive in the types of risks they will write.  During the
past three years,  the NSA Group continued to obtain new licenses to
write business in additional jurisdictions.  Total licenses held by
the NSA Group have grown by approximately 56 percent during this
time period.  Entering additional states, increased market
penetration in its existing states and the purchase of Leader
National have contributed to the significant premium growth achieved
by the NSA Group during the last three years.  Competitive pressures
in the Company's non-standard automobile insurance markets may
increase in 1994 and there can be no assurance that the annual
increases in written and earned premiums achieved over the past
three years can be sustained in 1994 or beyond.  
     The NSA Group management believes it has achieved underwriting
success over the past several years due, in part, to the refinement
of various risk profiles, thereby dividing the consumer market into
more defined segments which can either be excluded from coverage or
surcharged adequately.  Highly effective cost control measures, both
in the underwriting and claims handling areas, further contribute to
the underwriting profitability of the NSA Group.  In addition, the
NSA Group generally writes policies of short duration which allow
more frequent rating evaluations of individual risks, providing
management greater flexibility in the ongoing assessment of the
business.

     The following table presents certain information with respect
to the NSA Group's insurance operations.  The 1991 data excludes the
unusual purchase accounting benefit of $5.4 million.
20<PAGE>
<TABLE><CAPTION>
                                             (Dollars in Millions)
     Years Ended December 31,             1993      1992      1991
     <S>                                <C>       <C>       <C>
     Net Written Premiums               $901.9    $660.4    $509.8

     Net Earned Premiums                $804.4    $594.8    $492.3

     Loss and LAE                        575.8     414.8     343.9
     Underwriting Expenses               204.4     156.7     124.5
     Underwriting Profit                $ 24.2    $ 23.3    $ 23.9

     GAAP Ratios:
          Loss and LAE Ratio              71.6%     69.7%     69.9%
          Underwriting Expense Ratio      25.4      26.4      25.2
          Combined Ratio                  97.0%     96.1%     95.1%

     Statutory Ratios:
          Loss and LAE Ratio              72.5%     69.7%     70.5%
          Underwriting Expense Ratio      24.4      26.1      26.5
          Combined Ratio                  96.9%     95.8%     97.0%

     Total Private Passenger Automobile
       Insurance Industry Statutory
       Combined Ratio(1)                 102.0%(Est.)102.0%  104.7%
</TABLE>
(1)  Industry information was derived from Best's Insurance
     Management Reports Property/Casualty Supplement (January 3,
     1994 edition).  The comparison shown is to the private
     passenger automobile insurance industry.  Although the Company
     believes that there is no reliable regularly published
     combined ratio data for the non-standard automobile insurance
     industry, the Company believes that such a combined ratio
     would present a less favorable comparison in that it would be
     lower than the private passenger automobile industry average
     shown above.

          The NSA Group reported earned premiums of $804.4 million and
underwriting profit of $24.2 million for 1993 as compared with 1992
amounts of $594.8 million and $23.3 million, respectively.  The
growth in both earned premiums and net written premiums of over 35
percent during 1993 was principally due to the pursuit of business
in new markets and the trend over recent years whereby the standard
insurers have become more restrictive in the types of risks they are
willing to write.  The acquisition of Leader National in the second
quarter of 1993 also contributed to the premium growth.  The
combined ratio for the NSA Group was 97.0 percent compared with 96.1
percent for 1992.  The increase in the combined ratio for 1993 was
primarily caused by rate adjustments which more favorably affected
1992 underwriting results and an increase in losses in the 1993
first quarter resulting from a more severe winter than in the prior
period.  Partially offsetting these factors was a decrease in the
underwriting expense ratio as growth in earned premiums outpaced
associated expenses.  
          The NSA Group reported earned premiums of $594.8 million and
underwriting profit of $23.3 million for 1992, as compared with 1991
amounts of $492.3 million and $29.3 million, respectively.  The 1991
underwriting results for the NSA Group include the above mentioned
one-time purchase accounting benefit of $5.4 million. The NSA
Group's 1992 combined ratio was 96.1 percent compared with 95.1
percent for 1991, excluding the unusual benefit.  In addition, 1991
was favorably affected by differences between the actual 1991
profitability of the unearned premiums purchased as part of the
acquisition of the NSA Group and estimates thereof made in the
allocation of the purchase price.  Excluding the effects of these
differences and the unusual purchase accounting benefit, the 1991
combined ratio of the NSA Group was approximately 97 percent.

Republic Indemnity
  
          Republic Indemnity's workers' compensation insurance
operations are highly regulated by California state authorities.  In
addition, these insurance operations are affected by employment
trends in their markets, litigation activities, legal and medical
costs, use of vocational rehabilitation programs and the filing of
traditionally non-occupational injuries, such as stress and trauma
claims.  While higher claims costs are ultimately reflected in
premium rates, there historically has been a time lag of varying
periods between the incurrence of higher claims costs and premium
rate adjustments, which may result in periods of unfavorable
underwriting results.  Management believes that Republic Indemnity's
stringent underwriting standards, disciplined claims philosophy,
expense containment and reputation with insureds have combined to
produce superior underwriting results as compared to the industry in
general.
21<PAGE>
          The following table presents certain information with respect
to Republic Indemnity's insurance operations.
<TABLE>
<CAPTION>
                                        (Dollars in Millions)
     Years Ended December 31,             1993      1992      1991
     <S>                                <C>       <C>       <C>
     Net Written Premiums               $465.8    $397.0    $353.1

     Net Earned Premiums                $458.5    $394.1    $351.6

     Loss and LAE                        270.2     261.8     233.7
     Underwriting Expenses                70.6      63.3      57.6
     Policyholder Dividends               93.2      67.5      58.9
     Underwriting Profit                $ 24.5    $  1.5    $  1.4

     GAAP Ratios:
          Loss and LAE Ratio              59.0%     66.4%     66.4%
          Underwriting Expense Ratio      15.4      16.1      16.4
          Policyholder Dividend Ratio     20.3      17.1      16.7
          Combined Ratio                  94.7%     99.6%     99.5%

     Statutory Ratios:
          Loss and LAE Ratio              59.0%     69.1%     66.5%
          Underwriting Expense Ratio      15.4      16.0      16.2
          Total Loss and Expense Ratio    74.4      85.1      82.7
          Policyholder Dividend Ratio     13.7      11.6      17.7
          Combined Ratio                  88.1%     96.7%    100.4%

     Total Workers' Compensation Industry
       Statutory Combined Ratio(1)       111.5%(Est.)121.5%  122.6%
</TABLE>
(1)  Industry information was derived from Best's Insurance
     Management Reports Property/Casualty Supplement (January 3,
     1994 edition).

     Republic Indemnity reported earned premiums of $458.5 million for
1993 compared with $394.1 million in 1992.  An underwriting profit
of $24.5 million was reported for 1993 as compared with an
underwriting profit of $1.5 million for 1992.  The increase in both
earned premiums and net written premiums of approximately 17 percent
for 1993 was primarily due to improvement in the Company's relative
competitive position in the industry resulting in part from the
withdrawal of several workers' compensation carriers from the Los
Angeles, California market.  In addition, the California State Fund,
the largest writer of workers' compensation insurance in California,
reduced its policyholder dividends during 1992 making its program
less attractive to the market.  During 1993, Republic Indemnity's
underwriting results benefited from a decrease in the frequency and
severity of losses, in part due to a reduction in fraudulent claims,
and a lower underwriting expense ratio as compared with the prior
year.  Republic Indemnity had a combined ratio of 94.7 percent and
99.6 percent for 1993 and 1992, respectively.
          In July 1993, California enacted legislation (the "Reform
Legislation") effecting significant changes in the workers'
compensation insurance system.  The Reform Legislation effected an
immediate overall 7 percent reduction in workers' compensation
insurance premium rates; authorized the Insurance Commissioner to
approve further reductions in premium rates so long as the further
reduced rates are "adequate"; prohibited the Insurance Commissioner,
prior to January 1, 1995, from approving any premium rate that is
greater than the reduced rates effected by the Reform Legislation;
and replaced the workers' compensation insurance minimum rate law,
effective January 1, 1995, with a procedure permitting insurers to
use any rate within 30 days after filing it with the Insurance
Commissioner unless the rate is disapproved by the Insurance
Commissioner.  On December 1, 1993, the Insurance Commissioner
ordered an additional 12.7 percent minimum premium rate decrease
effective January 1, 1994 for new and renewal policies entered into
on and after January 1, 1994.  The Reform Legislation also increased
statutory workers' compensation benefits for temporary and permanent
disability commencing July 1, 1994 and increasing in 1995 and 1996,
expanded the rights of employers under workers' compensation
insurance policies and introduced several reforms intended to reduce
workers' compensation costs.  The reforms include a tightening of
the standards for job-related stress and post-termination claims,
introducing measures designed to curb medical costs, limiting the
frequency of medical-legal evaluations, capping the amount of
compensable vocational rehabilitation expenses and strengthening
penalties for fraudulent claims.  The Reform Legislation also
provides for the licensing of "managed" health care organizations to
provide care for injuries covered by workers' compensation and
generally permits employers to require employees to obtain medical
services for

22<PAGE>
their work-related injuries for a certain period of time from a
health care organization selected by the employer, unless the
employee chooses to be treated by a physician designated by the
employee prior to the injury.
          If the workers' compensation cost savings resulting from the
Reform Legislation are inadequate to offset the impact of premium
rate reductions, increased benefits and expanded employers' rights,
the profitability of the Company's workers' compensation insurance
operations could be adversely affected.  Management believes that
this effect may be mitigated by Republic Indemnity's ability to
reduce its relatively high policyholder dividends, although a
reduction in dividends could affect premium volume.  In addition,
greater price competition is expected to result when the repeal of
the minimum premium rates that now govern all workers' compensation
insurers becomes effective, and Republic Indemnity's operations
could be affected adversely.  The Company believes that the Reform
Legislation's provisions relating to "managed" health care
organizations will probably result in certain workers' compensation
insurers seeking affiliation, contractual or otherwise, with one or
more health care organizations.  The Company continues to evaluate
the implications of these provisions but is unable to predict
whether their ultimate impact on its workers' compensation insurance
operations will be positive or adverse.  While Republic Indemnity
has continued to operate on a profitable basis, no assurances can be
given that it could continue to do so in the face of adverse
regulatory developments.
     Republic Indemnity reported earned premiums of $394.1 million
for 1992, a 12 percent increase over 1991 earned premiums of $351.6
million.  Underwriting results remained favorable for these
operations as evidenced by the 1992 combined ratio of 99.6 percent
as compared to 99.5 percent for the 1991 period.

Interest and Dividend Income

Interest and dividend income of the Parent Company investments
increased $7.9 million in 1993, as compared with 1992, due primarily
to a $14.6 million increase in interest income on the General Cable
notes largely attributable to the inclusion of a full year of
interest in 1993 as compared with 1992.  The interest income on the
General Cable notes in 1993 consisted of $25.4 million on the
General Cable Note, all of which was paid or is payable with
Interest Notes, $1.2 million of interest on the short-term note (the
full principal and accrued interest of which was paid in cash on
July 2, 1993) and $1.8 million of interest on the Interest Notes
(payable in cash).  For a discussion of the recoverability of the
General Cable Note and Interest Notes and for more information
regarding the payment in full by General Cable of the Interest Notes
and accrued interest, see Note 2 of Notes to Financial Statements
and "Liquidity and Capital Resources - Investing and Financing
Activity", respectively.  The increase in interest income due to the
General Cable notes was partially offset by lower interest income on
the Parent Company investment portfolio attributable to a decrease
in average yields, partially offset by higher average investment
balances, as compared with 1992. 
     Interest and dividend income of the Parent Company investments for
1992 and 1991 was $45.5 million and $35.5 million, respectively. 
The increase in interest and dividend income for 1992, as compared
with 1991, was due to 1992 interest income of $13.8 million on the
General Cable notes (consisting of $12.7 million of interest on the
General Cable Note paid with an Interest Note and $1.1 million of
interest on the short-term note paid in cash), partially offset by
reduced average yields on investments during 1992 as compared with
1991.  Also, the 1991 results include net realized losses of $4.3
million on sales of debt securities in the Parent Company investment
portfolio.
     General Cable may elect to pay interest on the General Cable Note
with Interest Notes if certain earnings levels are not achieved by
General Cable.  The recognition of interest income on the General
Cable notes by the Company is subject to periodic evaluations of
General Cable's financial position, cash flows and operating results
by the Company's management.

Interest and Debt Expense

Interest and debt expense for 1993 decreased $6.8 million compared
with 1992 due primarily to the Company's July 30, 1993 redemption of
all of its 11 percent subordinated debentures.
     Interest and debt expense increased to $69.6 million in 1992 from
$65.3 million in 1991, due primarily to the incurrence of interest
expense for the full year of 1992 on the $150.0 million principal
amount of the Company's  10 7/8 percent subordinated notes which
were issued in May 1991.
23<PAGE>
Other Expense (Income) - Net

Other expense (income) - net consists of the following:
<TABLE>
<CAPTION>
                                             (In Millions)
For the Years Ended December 31,        1993      1992      1991
<S>                                    <C>       <C>       <C>
Settlement of claims and 
  contingencies, net                    $  6.3    $  6.5    $ (3.2)
Minority interests in earnings
  of consolidated subsidiaries            (1.5)     (1.4)      (.6)
Taxes other than income                    6.7       6.7       6.2 
Other                                      4.1       4.3       2.7 
  Total                                 $ 15.6    $ 16.1    $  5.1 
</TABLE>
     The component, "Settlement of claims and contingencies, net", in
the above table includes expense in 1993 which was primarily
attributable to a $2 million provision for environmental costs
relating to the Company's previously-owned petroleum products
pipeline operations and to certain litigation settlements, none of
which are individually, or in the aggregate, material to the
Company's results of operations.
     The expense reported in such component in 1992 was primarily
attributable to a $4 million provision recorded in connection with
an agreement with the U.S. Environmental Protection Agency for the
settlement of post-reorganization environmental claims relating to
the clean-up of cadmium contamination at a previously-owned battery
manufacturing facility. The income reported in such component in
1991 was almost entirely due to the favorable resolutions of certain
contingencies related to the 1986 sale of the Company's petroleum
products pipeline operations.

Income Taxes

For 1993, the Company recorded an income tax benefit of $52.6
million as compared with income tax expense of $33.2 million and
$29.2 million for 1992 and 1991, respectively.  The 1993 benefit is
attributable to an increase of $132.0 million in the Company's net
deferred tax asset due to revisions to the estimated future taxable
income during the Company's tax loss carryforward period.  For more
information concerning these adjustments, see Note 7 of Notes to
Financial Statements.
          As of December 31, 1993, the Company's gross deferred tax
asset was $491.0 million, which after a valuation allowance of
$195.2 million resulted in a net deferred tax asset of $295.8
million.  The net deferred tax asset represents the portion of the
gross deferred tax asset which management believes is more likely
than not to be realized consistent with the recognition criteria as
set forth in Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes".
          Management believes that it is more likely than not that the
net deferred tax asset at December 31, 1993 will be realized
primarily through the generation of taxable income during the loss
carryforward period.  This belief derives from an analysis of
estimated future taxable income based on certain assumptions
concerning future events during the loss carryforward period.  The
estimate of future taxable income used in determining the net
deferred tax asset is not necessarily indicative of the Company's
future results of operations.  As is the case with any estimate of
future results, there will be differences between assumed and actual
economic and business conditions of future periods.  Moreover, the
estimate may also be affected by unpredictable future events,
including but not necessarily limited to changes in the Company's
capital structure and future acquisitions and dispositions. 
Therefore, the analysis of estimated future taxable income will be
reviewed and updated periodically, and any required adjustments,
which may increase or decrease the net deferred tax asset, will be
made in the period in which the developments on which they are based
become known.  Management believes that any future adjustments in
the net deferred tax asset will not be as significant as those
reported in 1993.
          The increase in income tax expense in 1992, as compared with
1991, is primarily due to a higher 1992 effective tax rate coupled
with an increase in the Company's 1992 pre-tax income.  Income tax
expense for 1991 also includes a $2.0 million benefit from
adjustments to the Company's provision for deferred state taxes.
24<PAGE>
AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL DATA 
<TABLE>
<CAPTION>

(Dollars in Millions, Except Per Share Amounts and Ratios)                                  
                                                1993     1992      1991      1990      1989
<S>                                          <C>       <C>       <C>       <C>       <C>
Income Statement Data:(1)
Net Written Premiums                         $1,378.9  $1,067.3  $  864.6  $  345.1  $  220.9

Insurance Revenues:
     Premiums Earned                         $1,273.6  $  998.7  $  845.6  $  342.0  $  231.1
     Net Investment Income                      114.7     105.0      97.9      51.6      36.8
     Net Realized Gains (Losses)                 17.5      23.6      26.5      (9.0)      3.1
Other Revenues                                  357.5     297.6     305.4     395.3     400.0
          Total Revenues                     $1,763.3  $1,424.9  $1,275.4  $  779.9  $  671.0

Income from Continuing Operations
  before Income Taxes:
     Insurance Operations                    $  167.4  $  143.5  $  144.5  $   36.8  $   37.4
     Other Operations                            22.7     (59.4)    (65.1)     58.8     103.6
                                             $  190.1  $   84.1  $   79.4  $   95.6  $  141.0

Income from Continuing Operations(2)         $  242.7  $   50.9  $   50.2  $   62.9  $   92.6
Income from Continuing Operations 
  Per Share(2)                               $   5.03  $   1.08  $   1.03  $   1.03  $   1.32

Balance Sheet Data
  (at year-end):(1)
Investments Held by Insurance 
  Operations                                 $1,602.7  $1,304.2  $1,121.9  $  997.2  $  488.3
Cash, Temporary Investments and Marketable
  Securities Other Than Those of Insurance
  Operations                                    611.2     395.1     537.3     458.6   1,146.7
Total Assets                                  4,049.6   3,486.2   3,330.0   3,280.1   2,962.9
Unpaid Losses and Loss Adjustment
  Expenses, Policyholder Dividends
  and Unearned Premiums                       1,425.5   1,069.0     889.5     823.4     457.5
Debt                                            523.2     656.1     665.9     516.2     374.0
Common Shareholders' Equity                   1,722.3   1,502.8   1,479.0   1,634.2   1,826.8
Book Value Per Share of Common Stock            36.30     32.40     31.23     31.00     27.84
Total Debt to Total Capital                        23%       30%       31%       24%       17%

Certain Financial Ratios
  and Other Data:
Cash Dividends Declared Per Share
  of Common Stock                            $    .85  $    .81  $    .71  $    .53  $    .42
Statutory Surplus of Insurance 
  Operations                                 $  567.3  $  453.6  $  392.9  $  345.0  $  157.7
Statutory Net Written Premiums to
  Statutory Surplus(3)                            2.4x      2.3x      2.3x      2.2x      2.0x
GAAP Combined Ratio                              96.2%     97.5%     97.0%     99.9%    101.6%
Statutory Combined Ratio                         94.0%     96.5%     98.5%    100.1%     98.1%
Industry Statutory Combined Ratio for
  Property and Casualty Insurers(4)             109.2%    115.8%    108.8%    109.6%    109.2%
</TABLE>
(1)  The Company's principal insurance operations were acquired on
     March 31, 1989 and December 31, 1990 in business acquisitions
     accounted for as purchases.  Results of operations of the
     acquired businesses are included from the effective dates of
     the acquisitions and the net assets of the acquired companies
     are included as of the effective dates.  Year-to-year
     comparisons are also affected by business dispositions and by
     restructuring provisions and certain unusual charges.  See
     Note 2 of Notes to Financial Statements and  "Management's
     Discussion and Analysis - Results of Operations" for further
     information.
(2)  The 1993 results include a $132 million, or $2.74 per share,
     tax benefit attributable to an increase in the Company's net
     deferred tax asset.  See Note 7 of Notes to Financial
     Statements and "Management's Discussion and Analysis - Results
     of Operations".
(3)  For 1989 and 1990, the writings to surplus ratio is based on
     statutory surplus of Republic Indemnity only, excluding the
     statutory surplus of the NSA Group, which was acquired on
     December 31, 1990 and a reinsurance subsidiary which had
     insignificant written premiums in both years.
(4)  Ratios for 1989 and 1990 are derived from A.M. Best's
     Aggregates and Averages Property/Casualty (1992 edition).  The
     ratios for 1991 and 1992 and the ratio estimate for 1993 are 
     derived from Best's Insurance Management Reports
     Property/Casualty Supplement (January 3, 1994 edition).
25<PAGE>
AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES
<TABLE>
<CAPTION>
INCOME STATEMENT
                                                    For the years ended December 31,
(In Millions, Except Per Share Amounts)              1993     1992       1991 
<S>                                               <C>       <C>       <C>
Revenues
  Insurance operations   
     Premiums earned                              $1,273.6  $  998.7  $  845.6
     Net investment income                           114.7     105.0      97.9
     Net realized gains                               17.5      23.6      26.5
  Other operations
     Net sales                                       198.3     255.4     279.7            
     Interest and dividend income                     53.4      45.5      35.5
     Net realized gains (losses)                     105.8      (3.3)     (9.8)
                                                   1,763.3   1,424.9   1,275.4
Expenses
  Insurance operations
     Losses                                          726.9     579.5     488.9
     Loss adjustment expenses                        130.0     107.1      90.4
     Commissions and other insurance
       expenses                                      288.3     229.7     187.3
     Policyholder dividends                           93.2      67.5      58.9
  Other operations
     Cost of sales                                    88.9     143.8     157.6
     Operating expenses                              105.7     107.3     105.9
     Corporate and administrative expenses            20.2      20.2      25.8
     Interest and debt expense                        62.8      69.6      65.3
     Gain on issuance of common stock
       by a subsidiary                                  -         -        (.2)
     Provision for loss on sale of subsidiaries
       and asset impairment                           41.6        -       11.0
     Other expense (income), net                      15.6      16.1       5.1
                                                   1,573.2   1,340.8   1,196.0       

Income from continuing operations before  
  income taxes                                       190.1      84.1      79.4
Income tax (expense) benefit                          52.6     (33.2)    (29.2)

Income from continuing operations                    242.7      50.9      50.2
Discontinued operations:
     Income (loss) from discontinued
       operations                                      2.8       1.7     (47.6)
     Loss on disposal                                (13.5)       -         -
Cumulative effect of accounting change                  -      252.8        - 
Net income                                        $  232.0  $  305.4  $    2.6

Earnings per share data:
     Continuing operations                        $   5.03  $   1.08  $   1.03
     Discontinued operations                          (.22)      .04      (.98)
     Cumulative effect of accounting change             -       5.36        - 
                                                  $   4.81  $   6.48  $    .05

Weighted average number of common shares              48.2      47.2      48.7
</TABLE>




           SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
26<PAGE>

AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES
<TABLE>
<CAPTION>
BALANCE SHEET
(In Millions, Except Share Data)                       December 31,
                                                     1993      1992 
<S>                                               <C>       <C>
Assets

Investments held by insurance operations
     Fixed maturity securities
          Held for investment-stated at amortized
            cost (market $1,173.0 and $951.2)     $1,113.0  $  924.2
          Available for sale-stated at market 
            (cost $408.7 and $310.1)                 432.8     325.8
     Short-term investments                           56.9      44.1
     Equity in affiliates                               -       10.1
                                                   1,602.7   1,304.2
Parent Company investments                                         
          
     Fixed maturity securities
          Held for investment-stated at amortized 
            cost (market $251.7 and $252.7)          248.9     250.8
     Short-term investments                          387.9     211.8
     General Cable Corporation notes                 286.8     255.0
     Equity in affiliates                             20.1      83.7
                                                     943.7     801.3

Cash                                                  32.4      36.2
Accrued investment income                             43.4      41.9
Agents' balances and premiums receivable             289.9     198.4
Reinsurance receivable                                47.6       -
Other receivables                                     51.4      57.4
Deferred policy acquisition costs                     77.4      50.4
Property, plant and equipment                         95.2      97.6
Cost in excess of net assets acquired                406.8     368.4
Deferred tax asset                                   295.8     245.4
Net assets of discontinued operations                  9.8     111.5
Other assets                                         153.5     173.5
    Total                                         $4,049.6  $3,486.2


Liabilities And Common Shareholders' Equity

Unpaid losses and loss adjustment expenses        $  961.4  $  763.5
Policyholder dividends                               111.8      81.2
Unearned premiums                                    352.3     224.3
Debt                                                 523.2     656.1
Minority interests in subsidiaries                    15.1      16.6
Accounts payable and other liabilities               363.5     241.7
  Total liabilities                                2,327.3   1,983.4

Common Stock, $1.00 par value - outstanding or
  issuable 47,446,094 and 46,382,170 shares           47.4      46.4
Capital surplus                                      746.2     738.9
Retained earnings (from October 25, 1978)            912.3     707.0
Net unrealized gains on investments                   16.4      10.5
  Total common shareholders' equity                1,722.3   1,502.8
    Total                                         $4,049.6  $3,486.2
</TABLE>



           SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
27<PAGE>
<TABLE>
<CAPTION>
AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES

STATEMENT OF CASH FLOWS

                                                            For the years ended
                                                                December 31,
(In Millions)                                              1993      1992      1991 
<S>                                                    <C>       <C>       <C>
Cash flows of operating activities:
  Income from continuing operations                    $  242.7  $   50.9  $   50.2
  Adjustments to reconcile income from continuing 
    operations to net cash provided by continuing 
    activities
     Deduction in lieu of current Federal 
            income tax                                       -        -        24.3
     Deferred Federal income tax                          (57.9)     28.9        -
     Depreciation, depletion and amortization              32.8      33.5      34.2
     Net gain on disposals of businesses, investments
        and property, plant and equipment                 (80.6)    (19.2)    (10.9) 
     Changes in assets and liabilities, excluding 
            effects of acquisitions and divestitures of 
            businesses                                  
               Increase in receivables                    (96.9)    (47.2)     (5.7)
               (Increase) decrease in other assets          6.7       8.3     (33.5)
               Increase (decrease) in accounts payable and
                 other liabilities                         12.7     (16.9)      (.4)
               Increase in unpaid losses and loss 
                 adjustment expenses                       94.8      99.6      62.2
               Increase (decrease) in policyholder 
                 dividends                                 30.4      11.7      (3.1)
               Increase in unearned premiums              105.7      68.6      19.0
          Litigation settlement                            15.6        -         -
          Other, net                                       (1.9)      (.3)     (5.7)
               Net cash flows of operating activities     304.1     217.9     130.6
Cash flows of investing activities:
     Purchases of investments                            (735.5) (1,009.2) (1,014.3)
     Sales and maturities of investments                  734.3     712.5     904.5
     Net (increase) decrease in temporary investments    (139.8)    220.6     (87.3)
     Acquisitions of businesses, net of cash acquired     (95.3)       -       (2.3)
     Capital expenditures                                 (17.5)    (14.6)    (19.7)
     Sales of businesses                                   89.7        -         -
     Other, net                                            (1.4)      2.0      22.2
               Net cash flows of investing activities    (165.5)    (88.7)   (196.9)
Cash flows of financing activities:
     Repayment of debt                                   (135.1)    (13.1)     (4.5)
     Common Stock dividends                               (38.2)    (36.8)    (32.3)
     Exercise of stock options and conversion of
       Career Shares                                       24.0      12.6      11.6
     Purchases of Company Common Stock                     (1.9)    (36.8)   (142.7)
     Issuance of debt                                       1.8       3.1     151.8
     Other, net                                            (1.3)       .2      (1.0)
          Net cash flows of financing activities         (150.7)    (70.8)    (17.1)
     
Net cash flows from continuing operations                 (12.1)     58.4     (83.4)
Net cash (to) from discontinued operations                  8.3     (36.6)     68.1

Increase (decrease) in cash                                (3.8)     21.8     (15.3)
Cash - beginning of year                                   36.2      14.4      29.7
Cash - end of year                                     $   32.4  $   36.2  $   14.4
</TABLE>
           SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
28<PAGE>

 AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS
                                  


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Effective March 25, 1994, the Company changed its corporate name
from The Penn Central Corporation to American Premier Underwriters,
Inc. in order to better reflect its new identity as a property and
casualty insurance specialist.

Principles of Consolidation
All majority-owned subsidiaries are consolidated, with the exception
of the Company's defense services operations sold in August, 1993
and those businesses included in the 1992 Spin-off to the Company's
shareholders of the Company's principal manufacturing operations
which have been classified as discontinued operations.  Intercompany
transactions and balances are eliminated.  Certain amounts in the
consolidated financial statements for years prior to 1993 have been
reclassified to conform to the current presentation. 

Revenue Recognition
Premiums are earned ratably over the terms of the insurance
policies, net of reinsurance ceded.

Income Taxes
Effective January 1, 1992, the Company elected to adopt Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes".  Prior years' financial statements have not been
restated to apply the provisions of this pronouncement.  In periods
prior to January 1, 1992, to the extent that no Federal income tax
was payable because of the pre-reorganization net operating loss
carryforward or tax losses attributable to disposition of pre-
reorganization assets and liabilities, a deduction in lieu of
current Federal income tax (which was not accruable or payable) was
made from income and credited to capital surplus.  Due to the
Company's adoption of SFAS No. 109, this presentation has been
discontinued.  Refer to Note 7 for further explanation of the
adoption of SFAS No. 109 and the cumulative effect of the accounting
change.

Investments
During 1992, the Company revised its accounting policy for all
investments in fixed maturity securities.  Such securities which
will be held for indefinite periods of time are classified as
available for sale and are stated at market value, with net
unrealized gains or losses (net of deferred income taxes) credited
or charged to shareholders' equity.  Investments in fixed maturity
securities which the Company has both the intent and the ability to
hold to maturity are stated at cost, adjusted for amortization of
discount or premium unless there is an impairment of value which is
determined to be other than temporary, in which case they are
carried at estimated net realizable value.  In certain limited
circumstances, such as individual issuer credit deterioration, a
major business combination or disposition or if required by
insurance or other regulators, the Company may dispose of such
investments prior to their scheduled maturities.  The Company is not
aware of any such circumstances which would be likely to cause a
material amount of fixed maturity securities currently classified as
held for investment to be sold prior to maturity.  Short-term
investments are carried at amortized cost which approximates market
value.  The Company uses the "specific identification" method of
determining the cost of investments sold.  For further information,
see Notes 3 and 4.

Property, Plant and Equipment
Property, plant and equipment are stated at cost.  Depreciation is
provided principally using the straight-line method over the
expected useful lives of the assets.  Upon sale or retirement of
significant assets, the cost and related accumulated depreciation
are eliminated from the accounts, as applicable, and the resulting
gain or loss is included in income.

Cost in Excess of Net Assets Acquired
The excess of the acquisition cost over the net assets of businesses
acquired is being amortized using the straight-line method over
periods not exceeding 40 years.  At December 31, 1993 and 1992,
accumulated amortization of cost in excess of net assets acquired
totaled $42.9 million and $37.5 million, respectively.

Deferred Policy Acquisition Costs
Deferred policy acquisition costs applicable to unearned premiums
are computed on a basis which gives recognition to underwriting
expenses (commissions, premium taxes and certain other underwriting
costs), loss, loss adjustment expense and policyholder dividend
ratios and the anticipated expenses necessary to maintain policies
in force.  The deferred costs are limited to the difference between
unearned premiums and expected related losses, loss

29<PAGE>
adjustment expenses and policyholder dividends, with subsequent
amortization to income occurring ratably over the terms of the
related policies.  Limits on deferred costs are calculated
separately for significant lines of business without any
consideration for anticipated investment income.  

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

Policyholder Dividends
Dividends payable to policyholders represent management's estimate
of amounts payable on participating policies which share in
favorable underwriting results.  The estimate is accrued during the
period in which the related premium is earned.  Changes in estimates
are included in income in the period determined.  Policyholder
dividends do not become legal liabilities unless and until declared
by the boards of directors of the insurance companies.

Unearned Premiums
Unearned premiums represent that portion of premiums written which
is applicable to the unexpired terms of policies in force, generally
computed by the application of daily pro rata fractions.  On
reinsurance assumed, unearned premiums are based on reports received
from the ceding reinsurers and insurance pools and associations.

Reinsurance
Portions of the Company's policy coverages are reinsured under
contracts with various reinsurers.  The more significant contracts
represent excess of loss treaties designed to limit the Company's
potential liability on significant policy coverages.  Reinsurance
contracts do not relieve the Company from its obligations to
policyholders.  Effective January 1, 1993, the Company adopted SFAS
No. 113, "Accounting and Reporting for Reinsurance of Short-Duration
and Long-Duration Contracts".  This statement requires ceding
insurers to (a) report separately as assets estimated reinsurance
receivables arising from reinsurance contracts and amounts paid to
reinsurers relating to the unexpired portions of such contracts and
(b) include corresponding amounts in unpaid losses and loss
adjustment expenses on a gross basis.  Prior to the adoption of SFAS
No. 113, assets related to reinsurance activities were recorded as
reductions to the liabilities stated for unpaid losses and loss
adjustment expenses and unearned premiums.  Financial statements of
prior periods have not been restated to reflect the provisions of
this statement.
     Income on reinsurance contracts is recognized based on reports
received from ceding reinsurers and insurance pools and
associations.

Capital Surplus
Adjustments to claims and contingencies arising from events or
circumstances preceding the Company's 1978 reorganization are
reflected in capital surplus if the adjustments are not clearly
attributable to post-reorganization events or circumstances.  Such
pre-reorganization claims and contingencies consist principally of
personal injury claims by former employees of the Company's
predecessor and claims relating to the generation, disposal or
release into the environment of allegedly hazardous substances
arising out of railroad operations disposed of prior to the 1978
reorganization.  In periods prior to January 1, 1992, the deduction
in lieu of current Federal income tax was credited to capital
surplus.

Fair Value of Financial Instruments
Financial instruments are defined as cash, evidence of an ownership
interest in an entity, or contracts relating to the receipt,
delivery or exchange of financial instruments.  The estimated fair
value amounts of the Company's financial instruments have been
determined by the Company using available market information and
appropriate valuation methodologies.  However, considerable
judgement is necessarily required in interpreting market data to
develop the estimates of fair value.  Accordingly, the estimates
presented herein are not necessarily indicative of the amounts that
the Company could realize in current market transactions.

30<PAGE>
The use of different market assumptions and/or estimation
methodologies may have a material effect on the estimated fair value
amounts.  In addition, the fair value estimates presented herein are
based on pertinent information available to management as of
December 31, 1993.  Although management is not aware of any factors
that would significantly affect the estimated fair value amounts,
such amounts have not been comprehensively revalued for purposes of
these financial statements since that date and, therefore, current
estimates of fair value may differ significantly from the amounts
presented herein.  The terms "fair value" and "market value" are
used interchangeably in the financial statements and the notes
thereto.  Unless otherwise denoted, stated values of financial
instruments approximate fair value.

New Accounting Pronouncements
In May 1993, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities", which the Company is required to adopt no later
than 1994.  The Company's planned adoption of SFAS No. 115 during
1994 is not expected to have a material effect on the Company's
financial position or results of operations.
     In November 1992, the FASB issued SFAS No. 112, "Employers'
Accounting for Postemployment Benefits", which the Company is
required to adopt no later than 1994.  An actuarial evaluation of
the Company's postemployment benefits has been prepared.  Based on
this evaluation, the Company's planned adoption of SFAS No. 112
during 1994 is not expected to have a material effect on the
Company's financial position or results of operations.

2.   ACQUISITIONS AND DIVESTITURES

On February 10, 1994, the Company announced that it is considering
a proposal from American Financial Corporation ("AFC") for the
purchase by the Company of the personal lines insurance businesses
owned by Great American Insurance Company ("GAIC") for a proposed
purchase price of approximately $380 million in cash.  GAIC's
personal lines insurance businesses principally provide standard
private passenger automobile insurance and multiperil homeowners'
insurance.  GAIC is a wholly-owned subsidiary of AFC.  Completion of
a transaction would be subject to certain conditions, including
approval by a special committee of the Company's directors which has
been empowered to negotiate all aspects of the proposed acquisition,
including the proposed purchase price, receipt by the Company of an
appropriate fairness opinion from an independent investment banking
firm, and any required regulatory approvals.  AFC beneficially owned
40.5 percent of the Company's outstanding common shares at December
31, 1993 and AFC's Chairman, Chief Executive Officer and principal
shareholder is Chairman and Chief Executive Officer of the Company. 
AFC's proposal would include the transfer by GAIC of an investment
portfolio consisting principally of investment grade bonds with a
market value of approximately $450 million.  GAIC's personal lines
businesses reported net earned premiums of $342 million and $322
million for 1993 and 1992, respectively.  GAIC estimates that on a
stand-alone basis the personal lines businesses had pro forma
accident year statutory combined ratios of 99.0 percent and 99.1
percent for 1993 and 1992, respectively.  GAIC also estimates that
the net book value of the businesses that would be transferred at
closing would be approximately $200 million.
     
Leader National
On May 20, 1993, the Company purchased Leader National Insurance
Company ("Leader National") for $38 million in cash.  Leader
National writes non-standard private passenger automobile insurance
and, to a lesser extent, non-standard commercial automobile
insurance.  The acquisition was accounted for as a purchase and the
purchase price was allocated to the identifiable net assets of
Leader National based upon an estimate of their fair values.  The
purchase price was approximately equal to the fair value of the net
assets acquired.  Leader National's assets, liabilities and results
of operations are included with those of the Company's other private
passenger automobile insurance companies as of the purchase date.

Sale of Non-insurance Businesses
On November 9, 1993, the Company sold all of its 1,982,646 shares of
the common stock of Tejas Gas Corporation ("Tejas") in an
underwritten public offering for net proceeds of $106.6 million. 
The Company's pre-tax gain from the sale was approximately $80.0
million.
          On August 25, 1993, the Company sold its defense services
operations, excluding certain real estate being retained for sale by
the Company, to Tracor, Inc. for $94 million in cash, subject to a
post-closing working capital adjust
31<PAGE>
ment.  As a result of the sale, the Federal Systems segment has been
classified as discontinued operations for all periods presented.
          On May 25, 1993, the Company sold all of its 2,308,900 limited
partnership units of Buckeye Partners, L.P. ("Buckeye Units") in an
underwritten public offering for net proceeds of $71.6 million, of
which $10.7 million was related to Buckeye Units held in the
insurance operations' investment portfolio and $60.9 million was
attributable to Buckeye Units held in the Parent Company investment
portfolio.  The Company's pre-tax gain from the sale was
approximately $18.5 million.  Of this amount, $2.8 million is
related to the insurance operations' investments and accordingly, is
included in "net realized gains" from insurance investments.  The
balance of $15.7 million, attributable to the Parent Company
investments, is included in "net realized gains (losses)".
          The intended divestitures of businesses announced in December
1992 included five small diversified industrial companies, two of
which were sold during 1993 for cash and notes aggregating $8
million.  For 1993, the operations sold and to be sold had aggregate
sales of $107.2 million and operated at break-even.  At December 31,
1993, the aggregate book value of the three businesses remaining to
be sold was $36.1 million, net of a provision recorded in 1993 to
adjust such book value to net realizable value.
          In December 1992, the Company sold G&H Technology, Inc. for a
note of approximately $11.0 million.

Spin-off of Principal Manufacturing Operations
On July 1, 1992, substantially all of the stock of the Company's
subsidiary, General Cable Corporation ("General Cable"), which had
been formed to own the Company's wire and cable, materials handling
machinery and equipment and marine equipment manufacturing
businesses (the "General Cable Businesses"), was spun off to the
Company's shareholders (the "Spin-off").  As a result of the Spin-
off, the General Cable Businesses have been classified as
discontinued operations for all periods presented.
          As part of the Spin-off, the Company retained a $255 million
9.98 percent subordinated note due 2007 issued by General Cable (the
"General Cable Note"), and also retained approximately 11.6 percent
of the General Cable shares ("Retained Shares") for satisfaction of
General Cable options granted by the Company to holders of Company
stock options and Career Shares and for distribution from time to
time under the Company's 1978 Plan of Reorganization.  At December
31, 1993, AFC owned 44.6 percent of the outstanding shares of
General Cable, excluding the Company's Retained Shares.  Interest
due prior to 1998 on the General Cable Note may be paid with
additional notes ("Interest Notes") in lieu of cash if certain
earnings levels are not achieved by General Cable.  Specifically, if
General Cable's consolidated net income for the twelve-month period
ending on June 30 or December 31, as the case may be, immediately
preceding any interest payment date is less than $5.0 million,
General Cable may elect to pay up to 50 percent of such interest
with additional notes.  If General Cable has a consolidated net loss
exceeding $2.5 million for such twelve-month period, it may elect to
pay up to 100 percent of such interest with additional notes. 
During 1993, General Cable paid 100 percent, or $31.8 million, of
the interest due on the General Cable Note with Interest Notes in
lieu of cash.
          On February 14, 1994, General Cable delivered to the Company
cash and promissory notes issued by a subsidiary of Rowan Companies,
Inc. ("Rowan") totalling $52.1 million as a partial payment of the
General Cable notes.  The cash portion of the payment was $10.4
million.  The Rowan notes, which are guaranteed by Rowan, have a
face value of $41.7 million, an interest rate of 7 percent and are
due in 1999.  Quarterly interest payments are payable in cash
beginning March 31, 1994.  The cash and Rowan notes resulted from
the sale by General Cable of its Marathon LeTourneau unit to Rowan. 
As a result of these receipts, the Company credited General Cable
with $48.1 million of principal and interest payments on the General
Cable notes which resulted in the payment in full of the $31.8
million of Interest Notes and reduced the principal amount of the
General Cable Note to $241.4 million from $255.0 million at December
31, 1993.
          Under the terms of General Cable's revolving credit and letter
of credit facility with certain commercial banks, General Cable is
required to exercise its option, if available, to pay interest on
the General Cable Note with Interest Notes in lieu of cash.  In view
of General Cable's consolidated net losses of $57.6 million for the
twelve months ended December 31,1993, the Company expects that
General Cable will pay approximately $12.0 million of interest due
on

32<PAGE>
March 31, 1994 with an Interest Note.  One-third of the principal
amount of each Interest Note, plus accrued interest, is due and
payable on each of the fourth, fifth and sixth anniversary dates of
its issuance.
          The principal of the General Cable Note is scheduled to be
repaid as follows: $12.75 million on September 30, 1998 and
September 30, 1999; $25.5 million on September 30 in each of the
years 2000 through 2006; and the remaining unpaid balance on
September 30, 2007.  Management has been unable to obtain sufficient
objective information required to reliably estimate the fair value
of the General Cable Note and the Interest Notes (collectively the
"Notes") at December 31, 1993.  In particular, General Cable does
not have any outstanding publicly traded debt instruments, nor does
General Cable have a public debt rating.  In addition, the cash flow
required by the provisions of the General Cable Note can not be
accurately projected, and there are no readily available comparable
instruments actively trading in the public debt markets. 
Accordingly, management concluded that determination of the
estimated fair value of the Notes is impracticable at December 31,
1993.
          The Company's management has evaluated the recoverability of
the Notes  held at December 31, 1993 and does not believe, based on
available evidence, that it is probable that the Notes are impaired. 
In arriving at this conclusion, the Company considered, among other
things, the following data as reported by General Cable at December
31, 1993: its debt to capital ratio; its cash and net working
capital position and its cash flow and liquidity since the date of
the Spin-off; its property, plant and equipment, net of accumulated
depreciation; its tangible net assets, before deducting the amount
of the Notes and its operating results.  
          Under the terms of an intercompany agreement between the
Company and General Cable, the net advances from the Company to the
General Cable Businesses between January 1, 1992 and the date of the
Spin-off, aggregating $36.9 million, were converted into a short-
term note ("Short-Term Note"), payable to the Company in full on or
before June 30, 1993, including interest.  In July 1993, General
Cable entered into a three-year $65 million revolving credit and
letter of credit facility with certain commercial banks which
enabled General Cable to repay in full to the Company the Short-Term
Note and accrued interest thereon in the amount of $39.2 million on
July 2, 1993.
          The principal pro forma effect on the Company's 1992 pre-tax
income from continuing operations, assuming the Spin-off had
occurred on January 1, 1991, is the inclusion of interest income
attributable to the General Cable Note and Short-Term Note for the
six months ended June 30, 1992.  Assuming a prime rate of 6 percent
per annum for the Short-Term Note, such income would have added
$13.8 million, or $.18 per share, for 1992 and $27.7 million, or
$.40 per share, for 1991.

Discontinued Operations

     Discontinued operations includes the following:
<TABLE>
<CAPTION>
Years Ended December 31,                  1993      1992       1991  
     <S>                                <C>       <C>       <C>
     Revenues:
          Federal Systems               $274.8    $414.0    $  419.7
          General Cable Businesses          -      469.3     1,024.5
                                        $274.8    $883.3    $1,444.2

     Pre-tax Income (Loss):
          Federal Systems               $  4.8    $ 18.9    $   19.7
          General Cable Businesses          -      (19.5)      (91.2)
                                        $  4.8    $  (.6)   $  (71.5)
     
     Income (Loss) from
       Discontinued Operations:
          Federal Systems               $(10.7)   $ 11.2    $   13.2
          General Cable Businesses          -       (9.5)      (60.8)
                                        $(10.7)   $  1.7    $  (47.6)

     Income (Loss) Per Share from 
       Discontinued Operations:
          Federal Systems               $ (.22)   $  .24    $    .27
          General Cable Businesses          -       (.20)      (1.25)
                                        $ (.22)   $  .04    $   (.98)
</TABLE>
          The loss from discontinued operations in 1993 includes a loss
on disposal of the former Federal Systems segment of $13.5 million,
or $.28 per share, primarily attributable to a reduction of deferred
tax assets.  For 1992, results of the General Cable Businesses were
for the six months ended June 30, 1992, up to the Spin-off date. The
loss from discontinued operations in 1991 includes provisions for
restructuring and consolidation of facilities and the write-down of
goodwill within the wire and cable operations of the General Cable
Businesses totaling $57.7 million, or $1.18 per share.
33<PAGE>

3.   INSURANCE OPERATIONS

Investments of Insurance Operations
Amortized cost, gross unrealized gains and losses and market values
of the insurance operations' investments in fixed maturity
securities at December 31, 1993 and 1992 are presented in the tables
below.
          Included at December 31, 1993 are unrated or less than
investment grade corporate securities with a carrying value of
$117.9 million (market value $122.4 million).  Investments of
insurance operations also include a net receivable for securities
sold but not settled of $.1 million at December 31, 1993 and a net
payable for securities purchased but not settled of $3.8 million at
December 31, 1992.
<TABLE>
<CAPTION>
                                          Gross          Gross  
                              Amortized Unrealized     Unrealized      Market
    December 31, 1993           Cost      Gains          Losses         Value 
                                        (In Millions)
<S>                           <C>       <C>            <C>            <C>
Held for investment
  Corporate securities        $  826.7  $  50.8        $  2.6         $  874.9
  Public utilities               192.1      7.5            .5            199.1
  Mortgage-backed securities      85.9      3.6            -              89.5
  State and local obligations      8.3      1.2            -               9.5
    Total held for investment  1,113.0     63.1           3.1          1,173.0

Available for sale
  Corporate securities           267.2     17.4           1.8            282.8
  Public utilities                22.1      1.1            .2             23.0
  Mortgage-backed securities      62.1      4.2            .1             66.2
  U.S. government securities      51.5      3.3            -              54.8
  State and local obligations      5.7       .2            -               5.9
    Total available for sale     408.6     26.2           2.1            432.7
     
    Total fixed maturity
      securities              $1,521.6  $  89.3        $  5.2         $1,605.7



                                           Gross          Gross  
                              Amortized Unrealized     Unrealized      Market
    December 31, 1992           Cost      Gains          Losses         Value 
                                              (In Millions)
Held for investment
  Corporate securities        $  635.8  $  22.7        $  3.0         $  655.5 
  Public utilities               184.3      5.4            .2            189.5
  Mortgage-backed securities      95.0      1.6            .6             96.0 
  State and local obligations      9.1      1.1            -              10.2
    Total held for investment    924.2     30.8           3.8            951.2

Available for sale
  Corporate securities           192.0      9.2            .4            200.8 
  Public utilities                16.9       .6            -              17.5
  Mortgage-backed securities      60.9      3.4            -              64.3 
  U.S. government securities      44.1      2.9            -              47.0
    Total available for sale     313.9     16.1            .4            329.6

    Total fixed maturity
      securities              $1,238.1  $  46.9        $  4.2         $1,280.8
</TABLE>
34<PAGE>
          The amortized cost and market value of the insurance
operations' investments in fixed maturity securities at December 31,
1993 are shown below by contractual maturity.  Expected maturities
may differ from contractual maturities because certain borrowers
have the right to call or prepay obligations.
<TABLE>
<CAPTION>         
                                            (In Millions)
                                          Amortized  Market
                                            Cost      Value 
<S>                                     <C>       <C>
Due in one year or less                 $   14.4  $   14.7
Due after one year through five years      224.6     239.2
Due after five years through ten years     884.5     930.3
Due after ten years                        250.1     265.8
                                         1,373.6   1,450.0
Mortgage-backed securities                 148.0     155.7
  Total                                 $1,521.6  $1,605.7
</TABLE>
          At December 31, 1993 and 1992, short-term investments
principally consisted of U.S. Treasury securities and commercial
paper.

Investment Income of Insurance Operations
     Investment income consists of the following:
<TABLE>
<CAPTION>
                                      (In Millions)
Years Ended December 31,       1993      1992      1991 
<S>                           <C>       <C>       <C>
Income from fixed maturity 
  securities                  $117.4    $105.6    $ 97.8         
Income from equity securities     .5       2.1       2.3         
Gross investment income        117.9     107.7     100.1    
Investment expenses             (3.2)     (2.7)     (2.2)   
Net investment income         $114.7    $105.0    $ 97.9    

Realized gains (losses) consist of the following:
     
                                      (In Millions)
Years Ended December 31,       1993      1992      1991 
Gross realized gains on:
   Fixed maturity securities  $ 15.6    $ 23.3    $ 22.5
   Equity securities             2.8       1.5       8.6

Gross realized losses on:
   Fixed maturity securities     (.9)     (1.2)     (2.3)
   Equity securities              -         -       (2.3)
Net realized gains (losses)   $ 17.5    $ 23.6    $ 26.5
</TABLE>
          Income from fixed maturity securities includes income from
short-term investments.  Proceeds from sales of investments in fixed
maturity securities during 1993, 1992 and 1991, excluding proceeds
from sales at or near maturity, totaled $155.9 million, $409.4
million and $564.3 million, respectively.

Restrictions on Transfers of Funds and Assets
The Company's insurance operations are subject to state regulations
which limit, by reference to specified measures of statutory
operating results and policyholders' surplus, the dividends that can
be paid to the Company without prior regulatory approval.  Under
these restrictions, the maximum amount of dividends which can be
paid to the Company during 1994 by these subsidiaries is $96.5
million.  At December 31, 1993 and 1992, statutory capital and
surplus totaled $567.3 million and $453.6 million, respectively.

Reinsurance
The insurance operations assume and cede a portion of their written
business with other insurance companies in the normal course of
business.  To the extent that any reinsuring companies are unable to
meet their obligations under agreements covering reinsurance ceded,
the Company's insurance subsidiaries would remain liable.  Amounts
deducted from insurance losses and loss adjustment expenses and net
written and earned premiums in connection with reinsurance ceded to
affiliates and non-affiliated companies, as well as amounts included
in net written and earned premiums for reinsurance assumed from
affiliates and non-affiliated companies, were as follows:
<TABLE>
<CAPTION>
                                        (In Millions)
December 31,                         1993          1992
<S>                                <C>            <C>
Reinsurance ceded:
   Reserves for unpaid loss and
     loss adjustment expenses
      Affiliates                   $ 14.0         $18.9
      Non-affiliates                 29.1          25.5
</TABLE>
<TABLE><CAPTION>
35<PAGE>
                                         (In Millions)
Years Ended December 31,            1993      1992      1991
<S>                                <C>       <C>       <C>
Reinsurance ceded:
   Premiums written
      Non-affiliates               $ 9.3     $ 5.9     $ 2.1

   Premiums earned
      Non-affiliates                 8.9       6.4       6.1

   Incurred losses and loss adjustment
    expenses
      Affiliates                    (2.5)     (8.8)    (12.6)
      Non-affiliates                 3.8       4.4       4.8

Reinsurance assumed:
   Premiums written
      Affiliates                   101.2      56.0      62.8
      Non-affiliates                74.4      46.1      17.9

   Premiums earned
     Affiliates                     78.2      56.1      62.8
     Non-affiliates                 60.1      36.4      15.5
</TABLE>

          The allowance for uncollectible reinsurance was $1.9 million
and $1.5 million, respectively, at December 31, 1993 and 1992.

Other
Statutory net income for 1993, 1992 and 1991 was $93.0 million,
$81.6 million and $75.1 million, respectively.  Deferred policy
acquisition costs amortized to income were $243.8 million, $195.9
million and $121.2 million for 1993, 1992 and 1991, respectively. 
Additionally during 1991, insurance in-force of approximately $11.0
million was amortized to expense.
          At December 31, 1993 and 1992, reserves for uncollectible
premium receivable were $5.6 million and $3.5 million, respectively.
          Substantially all of the policies written in the workers'
compensation insurance operations during 1993, 1992 and 1991 were
eligible for policyholder dividend consideration.

4.   PARENT COMPANY INVESTMENTS

Amortized cost, gross unrealized gains and losses and market values
of the Parent Company investments in fixed maturity securities held
for investment, other than the General Cable Notes, at December 31,
1993 and 1992 are presented in the tables below.
   At December 31, 1993 the carrying value of unrated or less than
investment grade corporate securities, other than the General Cable
Notes, totaled $19.9 million of which $5.4 million had readily
available market values equal to their carrying values.
<TABLE>
<CAPTION>
                                          Gross          Gross    
                              Amortized Unrealized     Unrealized      Market
    December 31, 1993           Cost      Gains          Losses        Value  
                                             (In Millions)
<S>                           <C>       <C>            <C>            <C>
Corporate securities          $  175.1  $   3.1        $    .3        $ 177.9
Public utilities                  31.6       -              -            31.6
U.S. government securities        26.5       -              -            26.5
Mortgage-backed securities         1.2       -              -             1.2
Other debt securities             14.5       -              -            14.5

    Total fixed maturity
     securities               $  248.9  $   3.1        $    .3        $ 251.7

                                          Gross          Gross    
                              Amortized Unrealized     Unrealized      Market
    December 31, 1992           Cost      Gains          Losses        Value  
                                             (In Millions)
Corporate securities          $  149.0  $   1.5        $    .2        $ 150.3
U.S. government securities        86.4       .6             -            87.0
Mortgage-backed securities         3.1       -              -             3.1
Other debt securities             12.3       -              -            12.3

    Total fixed maturity
     securities               $  250.8  $   2.1        $    .2        $ 252.7
</TABLE>
36<PAGE>

          Proceeds from sales of Parent Company investments during 1992
and 1991, excluding proceeds from sales at or near maturity totaled
$5.3 million and $29.3 million, respectively.  No gains or losses
were realized on such securities in 1992.  Gross realized gains and
gross realized losses included in interest and dividend income from
such sales of investments in 1991 totaled $.2 million and $4.5
million, respectively.
          Amortized cost and market value of Parent Company investments
in fixed maturity securities, other than the General Cable Notes, at
December 31, 1993 are shown below by contractual maturity.  Expected
maturities may differ from contractual maturities because certain
borrowers have the right to call or prepay obligations.
<TABLE>
<CAPTION>
                                          (In Millions)
                                        Amortized Market
                                          Cost     Value 
<S>                                     <C>       <C>
Due in one year or less                 $  35.6   $  35.8
Due after one year through five years     145.3     145.2
Due after five years through ten years     59.6      62.2
Due after ten years                         7.2       7.3
                                          247.7     250.5
Mortgage-backed securities                  1.2       1.2
  Total                                 $ 248.9   $ 251.7
</TABLE>
          At December 31, 1993 and 1992, short-term investments
principally consisted of U.S. Treasury securities and commercial
paper.

 5.       PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment consist of the following:
<TABLE><CAPTION>
                                                (In Millions)
December 31,                                   1993      1992
<S>                                          <C>       <C>
Land                                         $ 14.6    $ 14.8
Buildings and leasehold improvements           20.1      19.8
Machinery, equipment and office furnishings   132.8     124.5
Oil and gas properties                         34.3      33.7
Construction in progress                        1.2        .7
                                              203.0     193.5
Less - Accumulated depreciation               107.8      95.9
  Total                                      $ 95.2    $ 97.6
</TABLE>
 6.       DEBT

     Debt consists of the following:
<TABLE><CAPTION>
                                                       (In Millions)
                                          1993                     1992                                                      
                                            Estimated                Estimated
                                   Carrying    Fair         Carrying    Fair
December 31,                        Amount     Value         Amount     Value 
<S>                                  <C>       <C>          <C>       <C>
Subordinated notes, 10 7/8%, due 2011
  (net of unamortized debt issue costs
  of $1.1 and $1.2, respectively)    $148.9    $189.0       $148.8    $155.7
Subordinated notes, 10 5/8%, due 2000
  (net of unamortized debt issue costs
  of $1.0 and $1.2, respectively)     149.0     175.5        148.8     156.7
Subordinated notes, 9 3/4%, due 1999
  (net of unamortized debt issue costs
  of $.8 and $.9, respectively)       199.2     226.0        199.1     200.0
Subordinated debentures, 11%, due 1997  -          -         133.3     133.3
Subordinated debentures, 9 1/2%, 
  due 2002                             16.2      16.2         16.2      16.2
Other                                   9.9       9.9          9.9       9.9
  Total                              $523.2    $616.6       $656.1    $671.8   
</TABLE>
37<PAGE>

          On July 30, 1993, the  Company redeemed all $133.3 million
principal amount of its outstanding 11 percent subordinated
debentures due December 15, 1997 at the redemption price of 100
percent of the principal amount of each debenture plus accrued and
unpaid interest to the redemption date.
		        During May 1991, the Company publicly issued $150.0 million
principal amount of 10 7/8 percent subordinated notes due May 1,
2011, and during April 1990, the Company publicly issued $150.0
million principal amount of 10 5/8 percent subordinated notes due
April 15, 2000.  
          Certain loan agreements contain several covenants and
restrictions, none of which significantly impacted the Company's
operations at December 31, 1993.  The 10 7/8, 10 5/8 and 9 3/4
percent notes and the 9 1/2 percent debentures are subordinated in
right of payment to all debt of the Company outstanding at any time,
except for debt which is by its terms not superior to the notes and
debentures.
          On February 16, 1994, the Company called for redemption on March 25,
1994 all of the outstanding $16.2 million principal amount of its 9
1/2 percent subordinated debentures, plus accrued interest.

          Annual maturities of debt outstanding at December 31, 1993,
are as follows:

                              (In Millions)  
          1994                          $  3.0
          1995                              .3
          1996                              .1
          1997                              .1
          1998                              .1
          After 1998                     519.6                         
                

          At December 31, 1993, the Company had unutilized letter of
credit facilities totaling $56.9 million which, if drawn, will bear
interest at rates which approximate the prime rates offered by
various banks. 
          Estimated fair values for debt issues that are not quoted on an
exchange were calculated using interest rates that are currently
available to the Company for issuance of debt with similar terms and
remaining maturities.

 7.  INCOME TAXES

The Company has reported as of the beginning of its 1993 tax year,
an aggregate consolidated net operating loss carryforward for
Federal income tax purposes of $825 million and an aggregate capital
loss carryforward of $384 million.  The 1993 consolidated Federal
income tax return will report a remaining net operating loss
carryforward currently estimated at $610 million, which will expire
at the end of 1996 unless previously utilized, and a remaining
capital loss carryforward estimated at $262 million which will
expire at the end of 1997, unless previously utilized.  Also, as of
December 31, 1993, the Company has investment tax credit
carryforwards totaling approximately $9.6 million (which will expire
in various amounts between 1994 and 2000 unless previously used),
and alternative minimum tax credit ("AMT") carryforwards of
approximately $13.6 million.
          During 1992, the Company elected to adopt SFAS No. 109,
effective January 1, 1992, without restating prior years' financial
statements.  SFAS No. 109 changes the methods of accounting for
income taxes and the criteria for recognition of deferred tax
assets.  More specifically, a deferred tax asset is recognized for
those carryforwards and temporary differences which will provide
future tax benefits.  A deferred tax liability is recognized for
temporary differences which will result in taxable amounts in future
years.  The cumulative effect resulting from adopting SFAS No. 109
as of January 1, 1992 was income of $252.8 million, or $5.36 per
share for continuing operations.  As a result of adopting SFAS No.
109, common shareholders' equity increased $300.8 million, or $6.38
per share, which amount includes $48.0 million, or $1.02 per share,
attributable to the tax effect of the pre-reorganization net
operating loss carryforward, as well as the cumulative effect of
accounting change.
          The Company has calculated its provision for income taxes for
1993 and 1992 in accordance with SFAS No. 109.  For periods prior to
1992, to the extent that no Federal income tax was payable because
of the pre-reorganization net operating loss carryforward or tax
losses attributable to disposition of pre-reorganization assets and
liabilities, a deduction in lieu of current Federal income tax was
deducted from income and credited to capital  surplus.

          Components of the 1993 and 1992 provisions for income tax
benefit (expense) were as follows:
38<PAGE>

<TABLE><CAPTION>
                                                    (In Millions)
     Years Ended December 31,                      1993       1992
     <S>                                          <C>       <C>
     Current
       Federal                                    $(4.4)    $ (2.8)
       Foreign, state & local                       (.9)      (1.5)
         Total current                             (5.3)      (4.3)
     Deferred
       Federal                                     59.4      (28.9)
       Foreign, state & local                      (1.5)        - 
         Total deferred                            57.9      (28.9)
         Total                                    $52.6     $(33.2)
</TABLE>

          The provision for income taxes for 1991 consists primarily of
the deduction in lieu of current Federal income tax.
          Consolidated income tax expense differs from the amount
computed using the United States statutory income tax rate for the
reasons set forth in the following table:
<TABLE>
<CAPTION>
                                                    (In Millions)
     Years Ended December 31,                       1993      1992
     <S>                                          <C>       <C>
     Income before income taxes                   $190.1    $ 84.1

     Expected tax at U.S. statutory     
       income tax rate                            $(66.5)   $(28.6)
     Amortization of goodwill                       (3.8)     (3.5)
     Revision to valuation allowance               132.0        -
     Loss disallowance                              (6.9)       -     
     Other, net                                     (2.2)     (1.1)
     Consolidated income tax                      $ 52.6    $(33.2)
</TABLE>

          The Company's substantial tax loss carryforwards and temporary
differences give rise to deferred tax assets.  Based on an analysis
of the likelihood of realizing the Company's gross deferred tax
asset (taking into consideration applicable statutory carryforward
periods), the Company determined that the recognition criteria set
forth in SFAS No. 109 are not met for the entire gross deferred tax
asset and, accordingly, the gross deferred tax asset is reduced by
a valuation allowance.  The analysis of the likelihood of realizing
the gross deferred tax asset is reviewed and updated periodically. 
Any required adjustments to the valuation allowance are made in the
period in which the developments on which they are based become
known.  Results for 1993 include tax benefits of $132 million
attributable to such adjustments.  Approximately $30 million of the
adjustments is attributable to three transactions occurring during
the second quarter of 1993, specifically (a) the sale of the Buckeye
Units, (b) the call for redemption of the 11 percent subordinated
debentures and (c) the acquisition of Leader National. 
Approximately $33 million is attributable to the sale of the
Company's Tejas shares.  The balance is principally due to the
effect on the estimated future taxable income during the Company's
loss carryforward period of better 1993 operating results than
previously estimated as well as the effect of the increase in the
statutory income tax rate.

          Carryforwards and temporary differences which give rise to the
deferred tax asset are as follows:
<TABLE>
<CAPTION>
                                                (In Millions)
                                        Amount of Deferred Tax Assets
                                             at Current Tax Rates
                                                  December 31,       
                                              1993      1992
     <S>                                     <C>       <C>
     Net operating loss carryforward         $213.5    $278.4
     Capital loss carryforwards                93.3      80.6
     Insurance claims and reserves            114.0      78.8
     Other, net                                70.2      81.9
     Gross deferred tax asset                 491.0     519.7 
     Valuation allowance                     (195.2)   (274.3)
     Net deferred tax asset                  $295.8    $245.4
</TABLE>

 8.  PENSION PLANS AND OTHER RETIREMENT BENEFITS

The Company provides retirement benefits, primarily through
contributory and noncontributory defined contribution plans, for the
majority of its regular full-time employees except those covered by
certain labor contracts.  Company contributions under the defined
contribution plans sponsored by the Company approximate, on average,
five percent of each eligible employee's covered compensation.  In
addition, the Company sponsors employee savings plans under which
the Company matches a specified portion of contributions made by
eligible employees.
          Expense related to defined contribution plans for 1993, 1992
and 1991 totaled $5.5 million, $6.0 million and $4.9 million,
respectively.  The Company also provides defined benefit pension
plan retirement benefits for certain employees.  The related amounts
included in the accompanying financial statements are not material
to the Company's financial condition.
39<PAGE>

9.  EMPLOYEE STOCK OPTION AND PURCHASE PLANS

Under the Company's Stock Option Plan, options to purchase shares of
Common Stock may be granted to officers and other key employees, and
to non-employee directors of the Company.  The exercise price may
not be less than the fair market value of the Common Stock at the
date of the grant.  The options granted to officers and key
employees generally become exercisable to the extent of 20 percent
of the shares covered each year, beginning one year from the date of
grant, and expire ten years from the date of grant.  The options
granted to non-employee directors of the Company generally become
fully exercisable upon grant and expire approximately ten years from
the date of grant.
          Under the now terminated Career Share Purchase Plan (the
"Career Share Plan"), officers and other key employees of the
Company purchased shares of the Company's Preference Stock
(designated Career Shares).  Outstanding Career Shares are
convertible, at the holder's option, into a specified number of
shares of Common Stock determined by reference to the fair market
value (as defined) of a share of Common Stock as of the date the
Career Shares were offered for purchase.  
          Career Shares are generally not entitled to vote; are entitled
to cumulative annual cash dividends per share (if declared by the
Board of Directors) equal to 9.3 percent of their purchase price per
share; are superior to the rights of holders of shares of Common
Stock with respect to dividends; and have no preference to the
rights of holders of shares of Common Stock in the event of
liquidation.  Under certain conditions, holders of Career Shares
issued under the Career Share Plan are entitled to sell to the
Company any or all of their shares and the Company is entitled to
repurchase all outstanding Career Shares.
          The number of common shares available with respect to the
Company's Stock Option and Career Share Plans and activity under
these Plans are as follows:
<TABLE>
<CAPTION>
                                Common Stock Equivalents
                                   Available                   Exercise or
                                     Under                     Conversion
                                     Plans   Outstanding    Prices Per Share
<S>                               <C>       <C>             <C>
Balance at December 31, 1992       531,709   4,967,802      $15.80 - $25.12
Activity during 1993:
  Additional authorization       2,000,000
  Stock options granted           (441,000)    441,000    
  Stock options exercised                   (1,072,397)     $15.80 - $25.12
  Stock options terminated           7,964      (7,964)                    
Balance at December 31, 1993     2,098,673   4,328,441      $15.80 - $31.38
Exercisable or convertible (vested)
  at December 31, 1993                       2,918,116      $15.80 - $31.38
</TABLE>

          The Company's Employee Stock Purchase Plan ("ESPP") provides
eligible employees with the opportunity to purchase from the
Company, through regular payroll deductions, shares of the Company's
Common Stock at 85 percent of its fair market value on the purchase
date.  A maximum of 3,000,000 common shares can be purchased under
the ESPP, and through December 31, 1993, employees had purchased
265,420 shares.

10.  CAPITAL STOCK

The Company is authorized to issue 22,699,464 shares of Preference
Stock, without par value, in one or more series.  At December 31,
1993 and 1992 there were 212,698 shares of Preference Stock
outstanding, all of which are designated Career Shares. 
     The Company is authorized to issue 200,000,000 shares of
Common Stock.  At December 31, 1993, there were 47,446,094 shares of
Common Stock outstanding or issuable, including 1,377,932 shares set
aside for issuance to certain pre-reorganization creditors and other
claimants.  Holders of Common Stock have
one vote per share.
          During 1993, the Company purchased 45,522 shares of its Common
Stock for $1.3 million paid or to be paid in cash.  During 1992, the
Company purchased 1,471,002 shares of its Common Stock for $30.2
million paid or to be paid in cash.
40<PAGE>
          During 1991, the Company purchased 6,188,150 shares of its
Common Stock for $149.9 million, including approximately 5,071,000
shares for approximately $121.7 million pursuant to the Company's
January 4, 1991 offer to purchase shares for $24.00 per share.  AFC,
which beneficially owned approximately 42 percent of the Company's
outstanding common shares before the purchase, did not tender any of
its shares pursuant to the offer.
          At December 31, 1993, the Company had reserved 6,427,114
shares of Common Stock for issuance in connection with the Company's
Stock Option Plan and Career Share Plan.  If all stock options
outstanding at December 31, 1993 were exercised (whether or not then
exercisable) and all Career Shares outstanding at December 31, 1993
were converted, the total number of shares of Common Stock
outstanding or issuable at December 31, 1993 would increase from
47,446,094 to 51,774,535.

11.       CONTINGENCIES

Claims are pending against the Company for reimbursement of clean-up
costs under the Comprehensive Environmental Response, Compensation
and Liability Act ("CERCLA") for alleged contamination caused by
release of polychlorinated biphenyls at the Paoli, Pennsylvania
railyard ("Paoli Yard") formerly owned by the Company's railroad
predecessor, Penn Central Transportation Company ("PCTC").  A Record
of Decision was issued by the U.S. Environmental Protection Agency
on July 21, 1992 presenting a final selected remedial action for the
Paoli Yard in accordance with CERCLA having an estimated cost of
approximately $28.3 million.  In March 1992, the Company filed a
lawsuit seeking to enjoin the U.S. Government, Consolidated Rail
Corporation ("Conrail") and other parties from prosecuting claims
against the Company for such clean-up costs on the grounds that the
Paoli Yard environmental claims are barred by: (1) the terms by
which the Paoli Yard was transferred by PCTC to Conrail "as is" in
1976 pursuant to the Regional Rail Reorganization Act of 1973 (the
"Rail Act"); (2) the 1980 settlement of the Valuation Case
proceedings to determine compensation to be paid by the U.S.
Government for the railroad properties transferred by PCTC pursuant
to the Rail Act; and (3) the U.S. Constitution.  In addition, the
Company believes that it has other substantial defenses to claims
for clean-up costs at the Paoli Yard, including its position that
other parties are responsible for substantial percentages of such
clean-up costs, and the Company intends to make claims against
certain insurance carriers for reimbursement of any clean-up costs
that the Company may incur.  The Company has not established any
accrual for potential liability for clean-up costs at the Paoli
Yard.
          There are certain other claims involving the Company and
certain of its subsidiaries, including claims relating to the
generation, disposal or release into the environment of allegedly
hazardous substances and pre-reorganization personal injury claims,
that allege or involve amounts that are potentially substantial in
the aggregate.
     The Paoli Yard litigation and the preponderance of the other claims
arose out of railroad operations disposed of by PCTC prior to its
1978 reorganization and, accordingly, any ultimate liability
resulting therefrom in excess of previously established loss
accruals would be attributable to such pre-reorganization events and
circumstances.  In accordance with the Company's reorganization
accounting policy, any such ultimate liability will reduce the
Company's capital surplus and shareholders' equity, but will not be
charged to income.  See Notes 1 and 12.
          The Company believes that its maximum aggregate potential
exposure at December 31, 1993 with respect to the foregoing
environmental claims (other than Paoli Yard), net of related loss
accruals, was approximately $15 million for claims arising out of
pre-reorganization operations and in the range of $1 million to $4
million for claims arising out of post-reorganization operations
(which range depends upon the method of remediation, if any,
required).  The Company believes that it has meritorious defenses in
such matters, including its position that other parties are
responsible for substantial percentages of such amounts claimed and,
in the case of the post-reoganization matter referred to above, its
belief that the relevant regulatory authority will permit
remediation to be deferred until there is a change in the use of the
facility which the Company believes is unlikely.
          In management's opinion, the outcome of the foregoing claims
will not, individually or in the aggregate, have a material adverse
effect on the financial condition or results of operations of the
Company.  In making this assessment, management has taken into
account previously established loss accruals in its financial
statements and probable recoveries from insurance carriers and other
third parties.
41<PAGE>


12.  CHANGES IN COMMON SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                            Unrealized
                                                                               Gains
                                   Common Stock        Capital   Retained  (Losses) On  
(Dollars in Millions)         Shares           Amount  Surplus   Earnings  Investments    Total 
<S>                           <C>            <C>       <C>            <C>       <C>       <C>
Balance, December 31, 1990    52,711,265     $52.7     $  860.7       $736.3    $(15.5)        $1,634.2
Increase equal to deduction 
  in lieu of current Federal 
  income tax, which is not 
  accruable or payable                                       .8                                      .8
Net income                                                               2.6                        2.6
Dividends declared on 
  Common Stock                                                         (33.8)                     (33.8)
Exercise of stock options
  and conversion of Career
  Shares                         745,128        .8         15.6                                    16.4
Purchases of Company 
  Common Stock                (6,188,150)     (6.2)      (143.7)                                 (149.9)
Issuance of Common Stock 
  under ESPP                      92,713        .1          2.4                                     2.5
Adjustment of estimated pre-
  reorganization liabilities                               (8.0)                                   (8.0)
Change in net unrealized gains 
  (losses) on investments                                                         14.5             14.5
Other, net                                                  (.3)                                    (.3)
Balance, December 31, 1991    47,360,956     $47.4     $  727.5       $705.1    $ (1.0)        $1,479.0
Portion of deferred tax    
  asset attributable to
  pre-reorganization net
  operating loss carryforward                              48.0                                    48.0
Net income                                                             305.4                      305.4
Dividends declared on 
  Common Stock                                                         (38.1)                     (38.1)
Exercise of stock options 
  and conversion of Career 
  Shares                         397,015        .4          5.6                                     6.0
Purchases of Company 
  Common Stock                (1,472,495)     (1.5)       (28.7)                                  (30.2)
Issuance of Common Stock
  under ESPP                      96,694        .1          1.9                                     2.0
Adjustment of estimated pre-
  reorganization liabilities                              (15.0)                                  (15.0)
Distribution of equity to
  shareholders from spin-off
  of General Cable 
  Corporation                                                         (264.5)                    (264.5)
Change in net unrealized gains 
  (losses) on investments                                                         11.5             11.5
Other, net                                                   (.4)        (.9)                      (1.3) 
Balance, December 31, 1992    46,382,170     $46.4      $  738.9      $707.0    $ 10.5         $1,502.8
Net income                                                             232.0                      232.0
Dividends declared on 
  Common Stock                                                         (40.0)                     (40.0)
Exercise of stock options 
  and conversion of Career 
  Shares                       1,072,397       1.1          21.8                                   22.9
Purchases of Company 
  Common Stock                   (45,522)                   (1.3)                                  (1.3)
Issuance of Common Stock 
  under ESPP                      37,049                     1.1                                    1.1
Adjustment of estimated pre-
  reorganization liabilities                               (14.0)                                 (14.0)
Adjustment to the distribution
  of equity to shareholders
  from spin-off of General
  Cable Corporation                                                     13.3                       13.3
Change in net unrealized gains
  (losses) on investments                                                          5.9              5.9
Other, net                                     (.1)          (.3)                                   (.4)
Balance, December 31, 1993    47,446,094     $47.4      $  746.2      $912.3    $ 16.4         $1,722.3
</TABLE>
42<PAGE>

          During 1993, the Company settled a lawsuit it had brought
against the former owner of a business that was acquired by the
Company in 1990 and was included in the General Cable Businesses
spun-off to shareholders in July 1992.  After the General Cable
Spin-off, the Company retained the right to receive any amounts
recovered in the lawsuit.  The net amount of cash received by the
Company in the settlement (net of a provision for certain
obligations and associated litigation expense) has been accounted
for as an adjustment to the distribution of equity to shareholders
resulting from the General Cable Spin-off.

13.  EARNINGS PER SHARE

Earnings per share are calculated on the basis of the weighted
average number of shares of common stock outstanding during the
period and the dilutive effect, if material, of assumed conversion
of common stock equivalents (stock options and Career Shares).  For
the year ended December 31, 1993, the potential dilution represented
by shares issuable from the exercise of outstanding stock options
and conversion of outstanding Career Shares, using the treasury
stock method, assuming the proceeds from such issuance would be used
to repurchase common stock at the average market price during the
period, approximated three percent, the applicable threshold
specified by the Accounting Principles Board Opinion No. 15.  For
1992 and 1991, such dilution was less than three percent and is
therefore not reflected in the earnings per share presentation for
such periods.

14.  COMMITMENTS

The Company has agreed to guarantee several third party obligations
which are not material individually or in the aggregate.  The
Company has also entered into various operating lease agreements
related principally to certain administrative and manufacturing
facilities and transportation equipment.  Future minimum rental
payments required under noncancelable lease agreements at December
31, 1993 were as follows: 1994--$18.3 million, 1995--$17.5 million,
1996--$13.5 million, 1997--$5.8 million, 1998--$3.7 million and $4.8
million thereafter, before deduction of minimum sublease income of
$19.4 million, in the aggregate, from January 1, 1994 through the
expiration of the leases.  Rental expense recorded under operating
leases was $13.3 million in 1993 and 1992 and $11.1 million in 1991.

15.  SEGMENT INFORMATION

The Company's only industry segment is specialty property and
casualty insurance.

16.  STATEMENT OF CASH FLOWS

For purposes of this Statement, the Company considers only cash on
hand or in banks to be cash or cash equivalents.
     For the years ended December 31, 1993, 1992 and 1991, income taxes
paid were $4.8 million, $5.5 million and $6.2 million, respectively. 
For the same periods interest paid totaled $62.7 million, $68.9
million and $62.1 million, respectively.
     On March 31, 1993, and September 30, 1993 General Cable elected to
pay 100 percent, or $31.8 million in the aggregate, of the interest
due on those dates on the General Cable Note with Interest Notes in
lieu of cash.  These non-cash transactions, which increased the
Parent Company investments and decreased accrued investment income,
are not included in the Statement of Cash Flows.
     In December 1992, the Company received a note for approximately
$11.0 million in consideration of the sale of G & H Technology, Inc. 
This transaction was a non-cash investing transaction which is not
included in the Statement of Cash Flows.
     On June 30, 1992, in consideration of the transfer of the General
Cable Businesses and the advance of $25.0 million in cash, the
Company received the $255.0 million, 9.98 percent subordinated note
of General Cable.  To the extent of $230.0 million, this transaction
was a non-cash investing transaction which is not included in the
Statement of Cash Flows.
          In September 1991, a previously consolidated majority-owned
subsidiary redeemed all of the stock held by the Company in exchange
for a percentage of the subsidiary's net assets equal to the
Company's percentage ownership of such stock.  As a consequence of
the transaction, the Company's minority interest of $14.3 million
was eliminated and certain other asset and liability accounts were
reduced by a corresponding amount in the aggregate.
43<PAGE>

17.  RELATED PARTY TRANSACTIONS

During 1990, the Company acquired the NSA Group which was a related
party of AFC.  The purchase price was subject to adjustment in 1995,
based on 1991-1994 pre-tax earnings of the NSA Group, by a reduction
of up to $20.0 million or an increase of up to $40.0 million, in
each case plus interest.  In December 1993, the Company, having
concluded based on the NSA Group's pre-tax earnings subsequent to
1990 that it was highly probable that the maximum $40.0 million
purchase price adjustment would be payable by the Company, paid
$40.0 million, plus $12.8 million of interest, to GAIC, a wholly-
owned insurance subsidiary of AFC, in full settlement of the
purchase price contingency in order to cut off the accrual of
interest at the relatively high rate prescribed by the acquisition
agreement.  Also, as  part of the agreement for the purchase of the
NSA Group, AFC, through GAIC, provides stop-loss protection to the
Company which, in effect, guarantees the adequacy of unpaid loss and
allocated loss adjustment expense reserves of the NSA Group (net of
reinsurance and salvage and subrogation recoveries) related to
periods prior to 1991 under policies written and assumed by the NSA
Group.
     In 1988, the Company's workers' compensation insurance
operations ("Republic Indemnity") entered into a reinsurance
contract with GAIC to cover the aggregate losses on workers'
compensation coverage for the accident years 1980-1987, inclusive. 
The contract provides for coverage by GAIC of net aggregate paid
losses of Republic Indemnity in excess of $440 million, up to a
maximum of $35.1 million.  Cumulative paid losses at December 31,
1993 pertaining to claims during this period totaled $435.8 million. 
In addition, GAIC has agreed to reimburse Republic Indemnity for its
loss adjustment expenses pertaining to this period up to a maximum
of $4.9 million.
     The Chairman, Chief Executive Officer and principal shareholder of
AFC, which beneficially owned approximately 40.5 percent of the
Company's outstanding common shares at December 31, 1993, is also
the Chairman and Chief Executive Officer of the Company.
44<PAGE>

Responsibility for Financial Reporting


          The financial statements of American Premier Underwriters,
Inc. and Consolidated Subsidiaries are the responsibility of the
Company's management, and have been prepared in accordance with
generally accepted accounting principles.  To help insure the
accuracy and integrity of its financial data, the Company maintains
a strong system of internal controls designed to provide reasonable
assurances that assets are safeguarded and that transactions are
properly executed and recorded.  The internal control system and
compliance therewith are monitored by the Company's internal audit
department.
          The financial statements have been audited by the Company's
independent auditors, Deloitte & Touche.  Their report is shown on
this page.  The independent auditors, whose appointment by the Board
of Directors was ratified by the Company's shareholders, express
their opinion on the Company's financial statements based on
procedures which they consider to be sufficient to form their
opinion.
          The Audit Committee of the Board of Directors meets
periodically with representatives of Deloitte & Touche and the
Company's internal audit department and financial management to
review accounting, internal control, auditing and financial
reporting matters.

INDEPENDENT AUDITORS' REPORT


American Premier Underwriters, Inc.

          We have audited the accompanying balance sheets of American
Premier Underwriters, Inc. and Consolidated Subsidiaries as of
December 31, 1993 and 1992 and the related statements of income and
cash flows for each of the three years in the period ended December
31, 1993.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audits. 
          We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.
          In our opinion, such financial statements present fairly, in
all material respects, the financial position of American Premier
Underwriters, Inc. and Consolidated Subsidiaries at December 31,
1993 and 1992, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1993 in
conformity with generally accepted accounting principles.   As
discussed in Note 1 to the financial statements, in 1992 the Company
changed its method of accounting for income taxes to conform with
Statement of Financial Accounting Standards No. 109.





Deloitte & Touche
Cincinnati, Ohio     

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

45<PAGE>

Quarterly Financial Data
(Unaudited)

          Summarized quarterly financial data for 1993 and 1992 are set
forth below.  Quarterly results have been influenced by acquisitions
and divestitures and by seasonal factors inherent in the Company's
businesses.  The 1993 results include tax benefits of $15.0 million
($.32 per share), $45.0 million ($.96 per share) and $65.0 million
($1.33 per share) for the first, second and third quarters,
respectively, attributable to increases in the Company's net
deferred tax asset.  In addition, the table below gives effect to
the classification of certain businesses as discontinued operations.

<TABLE>
<CAPTION>


(In Millions,
Except Per         1st Quarter         2nd Quarter         3rd Quarter        4th Quarter               Total     
Share Amounts)   1993      1992      1993      1992      1993      1992      1993      1992        1993     1992
<S>            <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Revenues       $370.2    $332.6    $426.6    $350.6    $443.7    $363.9    $522.8    $377.8    $1,763.3  $1,424.9
Income 
 from continuing 
 operations      31.1      10.4      75.0      11.2      86.2      11.3      50.4       18.0      242.7      50.9  
Cumulative effect
  of accounting 
  change           -      252.8        -         -         -         -         -          -          -      252.8
Net income       33.9     260.0      75.0      11.0      82.1      14.1      41.0       20.3      232.0          305.4
Income per 
 share from 
 continuing
 operations       .67       .22      1.60       .23      1.77       .24      1.03        .38        5.03     1.08
Cumulative effect 
 of accounting 
 change per 
 share             -       5.33        -         -         -         -         -          -           -      5.36  
Net income per  
 share            .73      5.48      1.60       .23      1.68       .30       .84        .43        4.81     6.48  

</TABLE>
46<PAGE>

DIVIDEND POLICY AND STOCK MARKET PRICES


American Premier Underwriters, Inc. Common Stock is listed and
traded principally on the New York Stock Exchange.  On March 10,
1994, there were approximately 13,563 holders of record of Common
Stock.
     During each of the first three quarters of 1992, the Board of
Directors declared dividends of $.20 per share, and during the
fourth quarter of 1992 declared a dividend of $.21 per share.  The
Board declared dividends of $.21 per share in each of the first
three quarters of 1993, and $.22 per share in the fourth quarter of
1993, the latter of which was paid in January 1994.
     The following table sets forth the high and low stock prices of the
Company's Common Stock for the last two years, as reported on the
New York Stock Exchange Composite Tape.
<TABLE>
<CAPTION>
                          1993                1992    
                      High      Low      High       Low  
<S>                 <C>       <C>       <C>       <C>
First Quarter       $28 5/8   $23 1/2   $27 1/8   $22 5/8
Second Quarter       33 7/8    25 1/2    23 7/8    19 5/8
Third Quarter        39 3/4    30 3/8    20 3/8    18 1/4
Fourth Quarter       34 1/8    29        24 7/8    18
</TABLE>
47<PAGE>

                                                     EXHIBIT (21)

               AMERICAN PREMIER UNDERWRITERS, INC.

                 SUBSIDIARIES OF THE REGISTRANT

     The following table lists each subsidiary of American
Premier Underwriters, Inc. (the "Company") (indented under the
name of its immediate parent) included in the Company's continu-
ing operations and its jurisdiction of incorporation.  The names
of certain subsidiaries which, considered in the aggregate, would
not constitute a significant subsidiary have been omitted. 
Except where noted, each subsidiary listed does business under
its corporate name.

                                                 Jurisdiction
                                                      of
                                                 Incorporation
                                                 -------------

PENNSYLVANIA COMPANY                               Delaware
  Atlanta Casualty Company (1)                     Illinois   
    American Premier Insurance Company             Indiana
    Mr. Agency of Georgia, Inc.                    Georgia
      Atlanta Casualty General Agency, Inc.        Texas
      Atlanta Insurance Brokers, Inc.              Georgia
      Treaty House, Ltd. (d/b/a Mr. Budget)        Nevada
  Buckeye Management Company                       Delaware
    Buckeye Pipe Line Company                      Delaware
  DI Industries, Inc. (53.9% owned)                Texas
    DI Drilling, Inc.                              Delaware
      Butler-Johnson, Inc.                         Delaware
      Cubby Drilling, Inc.                         Delaware
      Western Oil Well Service Co.                 Montana
      Willis Drilling Co., Inc.                    Texas
    DI Energy, Inc.                                Texas
    DI International, Inc.                         Texas
       DI/Perfensa Inc.                            Texas
       Drillers International C.A.                 Venezuela
       Drillers International S.A.                 Argentina
    DI Services, Inc.                              Texas
    Drillers, Inc.                                 Texas
    Drillers Inc. of Florida                       Florida
  Great Southwest Corporation                      Delaware
    World Houston, Inc.                            Delaware
  Holan Manufacturing, Inc.                        Delaware
  Infinity Insurance Company                       Florida
    Infinity Agency of Texas, Inc.                 Texas
    The Infinity Group, Inc.                       Indiana
    Infinity Select Insurance Company              Indiana
    Infinity Southern Insurance Corporation        Alabama
    Leader National Insurance Company              Ohio
      Budget Insurance Premiums, Inc.              Ohio
      Leader National Agency, Inc.                 Ohio
      Leader National Insurance Agency of Arizona  Arizona
      Leader Specialty Insurance Company           Indiana
  PCC Hotel, Inc.                                  Delaware
  PCC-N26LB, Inc.                                  Delaware
       
[3/29/94]
<PAGE>
                                                                 
                                                 Jurisdiction
                                                      of
                                                 Incorporation
                                                 -------------
  PCC Technical Industries, Inc.                   California
    ESC, Inc.                                      California
    Marathon Manufacturing Companies, Inc.         Delaware
      Marathon Battery Company                     Delaware
      Marathon Manufacturing Company               Delaware
        Marathon Flite-Tronics Company             Delware
        Marathon Power Technologies Company        Delaware
          Marathon Power Technologies Limited      United Kingdom
            Marathon Batteries Limited             United Kingdom
            Penn Central Holdings Limited          United Kingdom
    PCC Maryland Realty Corp.                      Maryland
    Penn Camarillo Realty Corp.                    California
  PCC-340, Inc.                                    Delaware
  Penn Central Reinsurance Company                 Ohio
  Penn Central UK Limited                          United Kingdom
    Insurance (GB) Limited (51% owned)             United Kingdom
  Putnam Holdings, Inc.                            Delaware
    Putnam Sub, Inc.                               Delaware
  Republic Indemnity Company of America            California
    Republic Indemnity Company of California       California
  Risico Management Corporation                    Delaware
  Telsta Network Services, Inc.                    Delaware
  Windsor Insurance Company (1)                    Indiana
    American Deposit Insurance Company             Oklahoma
      Granite Finance Co., Inc.                    Texas
    Coventry Insurance Company                     Ohio
    Moore Group Inc.                               Georgia
      Casualty Underwriters, Inc. (51% owned)      Georgia
      Dudley L. Moore Insurance, Inc.              Louisiana
      Hallmark General Insurance Agency, Inc.      Oklahoma
      Middle Tennessee Underwriters, Inc.          Tennessee
        Insurance Finance Company                  Tennessee
      Windsor Group, Inc.                          Georgia
    Regal Insurance Company                        Indiana
    Texas Windsor Group, Inc.                      Texas
PCC REAL ESTATE, INC.                              New York
  PCC Billboard Realty Corp.                       New York
  PCC Chicago Realty Corp.                         New York
  PCC Fordham Realty Corp.                         New York
  PCC Gun Hill Realty Corp.                        New York
  PCC Irvington Realty Corp.                       New York
  PCC Michigan Realty, Inc.                        Michigan
  PCC Scarsdale Realty Corp.                       New York
  PCC Tuckahoe Realty Corp.                        New York
PENN CENTRAL ENERGY MANAGEMENT COMPANY             Delaware
______________

(1) 90.05% owned by Pennsylvania Company and 9.95% owned by   
    Republic Indemnity Company of America.

                              - 2 -

<PAGE>

     The following table lists each subsidiary of the Company
whose operations have been discontinued and its jurisdiction of
incorporation.  The names of certain subsidiaries which, consid-
ered in the aggregate, would not constitute a significant subsid-
iary have been omitted.  Each subsidiary listed does business
under its corporate name.

                                                   Jurisdiction
                                                        of
                                                   Incorporation

The Ann Arbor Railroad Company                       Michigan
The Associates of the Jersey Company                 New Jersey
Delbay Corporation                                   Delaware
Detroit Manufacturers Railroad Company (82% owned)   Michigan
The Indianapolis Union Railway Company               Indiana
Lehigh Valley Railroad Company                       Pennsylvania
The Michigan Central Railroad Company                Michigan
The New York and Harlem Railroad Company (97% owned) New York
The Owasco River Railway, Inc.                       New York
Penn Central Properties, Inc.                        Pennsylvania
Pennsylvania-Reading Seashore Lines (66-2/3% owned)  New Jersey
Penn Towers, Inc.                                    Pennsylvania
Pittsburgh and Cross Creek Railroad Company
  (83% owned)                                        Pennsylvania
Terminal Realty Penn Co.                             District of 
                                                       Columbia
United Railroad Corp.                                Delaware
Waynesburg Southern Railroad Company                 Pennsylvania


                              - 3 -
<PAGE>
                                                  EXHIBIT (23)



                        DELOITTE & TOUCHE
                      250 East Fifth Street
                          P.O. Box 5340
                  Cincinnati, Ohio  45201-5340
                    Telephone: (513) 784-7100




INDEPENDENT AUDITORS' CONSENT


American Premier Underwriters, Inc.:


We consent to the incorporation by reference in Registration
Statement No. 33-48700 on Form S-8, Registration Statement
No. 33-34871 on Form S-8, Amendment No. 1 to Registration
Statement No. 33-25726 on Form S-3, Registration Statement
No. 2-81422 on Form S-8 and Post-Effective Amendment No. 1 to
Registration Statement No. 2-72453 on Form S-8 of our report
dated February 16, 1994, appearing in this Annual Report on 
Form 10-K of American Premier Underwriters, Inc. for the year
ended December 31, 1993.



Deloitte & Touche


March 29, 1994
<PAGE>

                                                       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 the Company's consolidated property and casualty
insurance subsidiaries.  The following is a summary of Schedule P
reserves and a reconciliation to reserves as presented in item 1 -
Business

                                                       In Millions

Schedule P - Part 1 Summary - col. 33                     $739.9
                            - col. 34                      176.4

Statutory Loss and Loss Adjustment Expense Reserves       $916.3


B.   UNCONSOLIDATED SUBSIDIARIES                          None


C.   50% OR LESS OWNED PROPERTY AND CASUALTY INVESTEES    N/A


<PAGE>
AMERICAN PREMIER UNDERWRITERS, INC. INSURANCE GROUP
SCHEDULE P - ANALYSIS OF LOSSES AND LOSS EXPENSES
NOTES TO SCHEDULE P
1.  THE PARTS OF SCHEDULE P:
     PART 1 - DETAILED INFORMATION ON LOSSES AND LOSS EXPENSES.
     PART 2 - HISTORY OF INCURRED LOSSES AND ALLOCATED EXPENSES.
     PART 3 - HISTORY OF LOSS AND ALLOCATED EXPENSE PAYMENTS.
     PART 4 - HISTORY OF BULK AND INCURRED-BUT-NOT-REPORTED
RESERVES.
     SCHEDULE P INTERROGATORIES.
2.  LINES OF BUSINESS A THROUGH M AND R ARE GROUPINGS OF THE LINES
OF BUSINESS
     USED ON PAGE 14, THE STATE PAGE.
3.  REINSURANCE A, B, C, AND D (LINES N TO Q) ARE:
     REINSURANCE A = NONPROPORTIONAL PROPERTY (1988 AND SUBSEQUENT)
     REINSURANCE B = NONPROPORTIONAL LIABILITY (1988 AND
SUBSEQUENT)
     REINSURANCE C = FINANCIAL LINES (1988 AND SUBSEQUENT)
     REINSURANCE D = OLD SCHEDULE O LINE 30 (1987 AND PRIOR)
4.  THE INSTRUCTIONS TO SCHEDULE P CONTAINS DIRECTIONS NECESSARY
FOR FILLING OUT
     SCHEDULE P.

SCHEDULE P - PART 1              - SUMMARY
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS
EXPENSE PAYMENTS
YEARS IN        2           3           4                        
ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS   
EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6 
         7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT           
      DIRECT
LOSSES       ASSUMED                               AND        CEDED 
      AND
WERE INC                                         ASSUMED          
      ASSUMED
01 PRIOR         XXX         XXX         XXX       2,508      
1,281         327
02 1984      297,748      68,954     228,794     222,129     
52,392      20,199
03 1985      326,682      80,298     246,384     228,022     
61,644      19,705
04 1986      366,284      63,991     302,293     207,111     
36,787      18,246
05 1987      438,180      32,269     405,911     228,964      
8,637      19,861
06 1988      514,000      25,803     488,197     268,961      
7,472      22,662
07 1989      579,153       7,563     571,590     306,247      
7,088      22,803
08 1990      707,618       8,005     699,613     404,090     
20,330      27,360
09 1991      928,291       8,528     919,763     476,518        
645      29,823
10 1992    1,094,468       9,706   1,084,762     462,032        
391      21,439
11 1993    1,313,597       9,772   1,303,825     366,297        
743      11,062
12 TOTAL         XXX         XXX         XXX   3,172,879    
197,411     213,488

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         325          22         145       1,373        
XXX      10,598
02 1984        3,088       3,860       9,977     196,825        
XXX       3,563
03 1985        2,365       3,322      12,030     195,748        
XXX       2,164
04 1986        2,757       3,510      14,674     200,487        
XXX       4,271
05 1987          640       3,755      19,998     259,547        
XXX       6,686
06 1988        1,075       5,516      24,491     307,567        
XXX      10,629
07 1989        1,212       9,009      28,265     349,015        
XXX      20,746
08 1990         -375      12,688      34,218     445,714        
XXX      40,181
09 1991          197      15,104      47,815     553,314        
XXX      76,908
10 1992            9      15,276      48,568     531,639        
XXX     132,666
11 1993            2       9,620      42,735     419,348        
XXX     307,386
12 TOTAL      11,295      81,683     282,915   3,460,577        
XXX     615,797

SCHEDULE P - PART 1              - SUMMARY
    1   LOSSES UNPAID                          ALLOCATED LOSS
EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS    
  BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18 
        19
EARNED AND               DIRECT                  DIRECT           
      DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED 
      AND
WERE INC                 ASSUMED                 ASSUMED          
      ASSUMED
01 PRIOR       6,835       8,426       6,056         647        
391       1,199
02 1984        2,097       3,001       1,845         279        
172         422
03 1985        1,307          32           0          45          
7         272
04 1986        2,427          46           0          53         
16         585
05 1987        5,105         120           0         112          
6         937
06 1988          640         248           0         126         
52       1,483
07 1989        2,888         557           2         256         
98       2,930
08 1990        6,493       1,458          70         932        
535       5,325
09 1991          634       4,021         296       2,002          
0      10,065
10 1992          183      35,837         817       6,783          
0      18,033
11 1993        2,277     111,787       1,520      19,805          
0      41,885
12 TOTAL      30,887     165,535      10,606      31,040      
1,277      83,136

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         360           0         406       7,633        
XXX         XXX
02 1984          244           0         127       3,034        
XXX     260,261
03 1985          162           4         105       1,142        
XXX     263,001
04 1986          295           5         262       2,479        
XXX     245,927
05 1987          577          52         415       2,582        
XXX     277,093
06 1988           26         342         662      12,430        
XXX     329,260
07 1989           77         761       1,306      22,729        
XXX     383,109
08 1990          116       1,800       2,561      43,242        
XXX     516,129
09 1991           53       3,705       4,903      96,916        
XXX     652,053
10 1992           74       7,252      11,505     203,751        
XXX     736,865
11 1993          201      16,552      43,435     520,300        
XXX     944,392
12 TOTAL       2,185      30,474      65,687     916,239        
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           0
02 1984       60,402     199,859      87.410      87.598     
87.353           0
03 1985       66,111     196,890      80.507      82.332     
79.912           0
04 1986       42,962     202,965      67.141      67.138     
67.142           0
05 1987       14,965     262,128      63.237      46.376     
64.578           0
06 1988        9,265     319,995      64.058      35.907     
65.546           0
07 1989       11,366     371,743      66.150     150.284     
65.037           0
08 1990       27,169     488,960      72.939     339.400     
69.890           0
09 1991        1,823     650,230      70.242      21.377     
70.695           0
10 1992        1,474     735,391      67.326      15.186     
67.793           0
11 1993        4,744     939,648      71.894      48.547     
72.069           0
12 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 1              - SUMMARY
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX       6,132       1,501
02 1984            0        .000       2,622         412
03 1985            0        .000         889         253
04 1986            0        .000       1,890         589
05 1987            0        .000       1,701         881
06 1988            0        .000      10,237       2,193
07 1989            0        .000      18,412       4,317
08 1990            0        .000      35,075       8,167
09 1991            0        .000      80,000      16,916
10 1992            0        .000     167,504      36,247
11 1993            0        .000     415,376     104,924
12 TOTAL           0         XXX     739,839     176,400
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 2              - SUMMARY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR      81,988      74,866      72,894      74,379     
83,463      84,646
02 1984      170,537     186,690     184,112     189,743    
186,729     188,364
03 1985          XXX     170,393     180,169     184,402    
179,871     182,285
04 1986          XXX         XXX     186,803     191,827    
189,586     190,822
05 1987          XXX         XXX         XXX     256,247    
255,238     253,746
06 1988          XXX         XXX         XXX         XXX    
322,891     315,088
07 1989          XXX         XXX         XXX         XXX        
XXX     359,913
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX
12 TOTAL

SCHEDULE P - PART 2              - SUMMARY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR      85,348      84,833      86,030      88,671      
2,641       3,838
02 1984      187,870     188,162     188,447     189,754      
1,307       1,592
03 1985      181,499     183,357     183,839     184,752        
913       1,395
04 1986      186,391     187,858     187,423     188,030        
607         172
05 1987      242,595     240,878     242,219     241,716       
- -503         838
06 1988      314,643     302,239     296,629     294,846     
- -1,783      -7,393
07 1989      366,775     354,722     346,765     342,173     
- -4,592     -12,549
08 1990      452,122     464,616     459,714     452,179     
- -7,535     -12,437
09 1991          XXX     594,417     601,258     597,512     
- -3,746       3,095
10 1992          XXX         XXX     703,151     675,318    
- -27,833         XXX
11 1993          XXX         XXX         XXX     853,478        
XXX         XXX
12 TOTAL                                                    
- -40,524     -21,449
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 3              - SUMMARY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0     -35,086      46,417      56,057     
62,502      73,014
02 1984       86,314      99,046     161,562     173,843    
180,266     185,626
03 1985          XXX      73,037     124,385     150,176    
165,407     173,455
04 1986          XXX         XXX      64,895     111,967    
143,731     162,310
05 1987          XXX         XXX         XXX      90,687    
157,436     192,000
06 1988          XXX         XXX         XXX         XXX    
115,062     189,817
07 1989          XXX         XXX         XXX         XXX        
XXX     131,085
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3              - SUMMARY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR      76,215      78,462      80,209      81,448        
XXX         XXX
02 1984      185,436     185,989     186,474     186,847        
XXX         XXX
03 1985      178,487     180,976     183,113     183,718        
XXX         XXX
04 1986      174,409     181,079     183,901     185,812        
XXX         XXX
05 1987      216,127     228,930     235,718     239,549        
XXX         XXX
06 1988      234,130     262,654     276,385     283,077        
XXX         XXX
07 1989      221,177     280,575     310,407     320,750        
XXX         XXX
08 1990      142,613     293,651     368,412     411,496        
XXX         XXX
09 1991          XXX     254,246     424,930     505,505        
XXX         XXX
10 1992          XXX         XXX     288,624     483,070        
XXX         XXX
11 1993          XXX         XXX         XXX     376,610        
XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 4              - SUMMARY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR      18,596      11,136       2,676       4,580      
3,898       2,017
02 1984       22,077      12,585       2,927       4,970      
3,073       2,063
03 1985          XXX      23,798       7,230       7,837      
3,697       2,607
04 1986          XXX         XXX      26,253      15,927     
10,441       8,056
05 1987          XXX         XXX         XXX      45,813     
15,838      12,632
06 1988          XXX         XXX         XXX         XXX     
62,554      21,872
07 1989          XXX         XXX         XXX         XXX        
XXX      68,378
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4              - SUMMARY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR       1,480       1,491       2,102       3,209
02 1984        1,577       1,630       1,185       1,334
03 1985        1,194         760         446         142
04 1986        3,016       1,646         836         336
05 1987        7,033       2,572       1,767         480
06 1988       15,346       7,481       3,825       1,706
07 1989       25,809      13,835       7,993       3,408
08 1990       85,367      30,004      15,852       6,596
09 1991          XXX      87,948      30,255      13,738
10 1992          XXX         XXX     118,189      52,980
11 1993          XXX         XXX         XXX     151,952

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           0          
0           0
02 1984          354         178         176         244        
122          17
03 1985          492         246         246         588        
294          30
04 1986          450         225         225         291        
174          20
05 1987           66          33          33           6          
3           0
06 1988            0           0           0           0          
0           0
07 1989           41           1          40           0          
0           0
08 1990           75           2          73           1          
0           0
09 1991           92           3          89           1          
0           0
10 1992          122           6         116          26          
0           1
11 1993           73           2          71           2          
0           0
12 TOTAL         XXX         XXX         XXX       1,159        
593          68

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           0           0           0        
XXX           0
02 1984            8           0           2         133         
30           0
03 1985           20           0           2         306         
76           0
04 1986           17           0           3         123         
37           0
05 1987            0           0           0           3          
2           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           1          
2           0
09 1991            0           0           0           1          
2           0
10 1992            0           0           2          29          
1           0
11 1993            0           0           0           2          
1           0
12 TOTAL          45           0           9         598        
XXX           0

SCHEDULE P - PART 1A             - HOMEOWNERS/FARMOWNERS
    1   LOSSES UNPAID                          ALLOCATED LOSS
EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS    
  BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18 
        19
EARNED AND               DIRECT                  DIRECT           
      DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED 
      AND
WERE INC                 ASSUMED                 ASSUMED          
      ASSUMED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           1           0           0          
0           0
10 1992            0           1           0           0          
0           0
11 1993            0           5           0           0          
0           1
12 TOTAL           0           7           0           0          
0           1

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           0           0          
0         XXX
02 1984            0           0           0           0          
0         263
03 1985            0           0           0           0          
0         620
04 1986            0           0           0           0          
0         314
05 1987            0           0           0           0          
0           6
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           1
09 1991            0           0           0           1          
0           2
10 1992            0           0           0           1          
0          30
11 1993            0           0           0           6          
0           8
12 TOTAL           0           0           0           8          
0         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           0
02 1984          130         133      74.294      73.034     
75.568           0
03 1985          314         306     126.016     127.642    
124.390           0
04 1986          191         123      69.778      84.889     
54.667           0
05 1987            3           3       9.091       9.091      
9.091           0
06 1988            0           0        .000        .000       
.000           0
07 1989            0           0        .000        .000       
.000           0
08 1990            0           1       1.333        .000      
1.370           0
09 1991            0           2       2.174        .000      
2.247           0
10 1992            0          30      24.590        .000     
25.862           0
11 1993            0           8      10.959        .000     
11.268           0
12 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

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           0           0
02 1984            0        .000           0           0
03 1985            0        .000           0           0
04 1986            0        .000           0           0
05 1987            0        .000           0           0
06 1988            0        .000           0           0
07 1989            0        .000           0           0
08 1990            0        .000           0           0
09 1991            0        .000           1           0
10 1992            0        .000           1           0
11 1993            0        .000           5           1
12 TOTAL           0         XXX           7           1
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1B             - PRIVATE PASSENGER AUTO
LIABILITY/MEDICAL
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS
EXPENSE PAYMENTS
YEARS IN        2           3           4                        
ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS   
EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6 
         7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT           
      DIRECT
LOSSES       ASSUMED                               AND        CEDED 
      AND
WERE INC                                         ASSUMED          
      ASSUMED
01 PRIOR         XXX         XXX         XXX       1,354      
1,104          -6
02 1984      140,764      42,252      98,512     111,025     
30,435      11,455
03 1985      128,150      47,242      80,908     102,393     
37,644       9,310
04 1986      109,853      34,443      75,410      73,903     
23,120       5,290
05 1987      130,567      10,249     120,318      85,465      
4,429       6,879
06 1988      169,135      12,255     156,880     106,908      
4,864       8,789
07 1989      183,206         942     182,264     120,534      
6,200       9,499
08 1990      241,121       1,486     239,635     171,223     
17,966      11,417
09 1991      383,992       1,952     382,040     231,733        
358      11,866
10 1992      467,165       1,810     465,355     244,192        
391       9,172
11 1993      569,477       3,046     566,431     173,669        
743       4,789
12 TOTAL         XXX         XXX         XXX   1,422,399    
127,254      88,460

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          74           4          79         249        
XXX         233
02 1984        1,012         485       3,885      94,918     
49,898          33
03 1985        1,674         658       3,879      76,264     
41,420         704
04 1986        1,755         637       3,273      57,591     
48,919         229
05 1987          407         824       5,016      92,524     
51,557         299
06 1988          847       1,253       6,926     116,912     
65,765         611
07 1989        1,080       2,010       9,108     131,861     
80,559       1,146
08 1990         -477       3,030      11,544     176,695    
105,177       5,248
09 1991          176       4,295      21,674     264,739    
139,538      13,861
10 1992            0       4,455      23,148     276,121    
162,504      40,327
11 1993            0       2,365      19,134     196,849    
177,693     142,099
12 TOTAL       6,548      20,016     107,666   1,484,723        
XXX     204,790

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           3           2           0          32        
- -48           3
02 1984           12           1           0           1          
1           3
03 1985          267          16           0          45          
7          60
04 1986           71           0           0          54         
16           0
05 1987           22           3           0         111          
5           7
06 1988          206          11           0         124         
49           9
07 1989          488          96           0         254         
96          36
08 1990        3,234         257           0         912        
472         151
09 1991           30       1,581           0       1,977          
0         620
10 1992           49      11,355           0       6,720          
0       3,575
11 1993          545      61,146         234      17,394          
0      10,591
12 TOTAL       4,927      74,468         234      27,624        
598      15,055

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          13         328         
29         XXX
02 1984            0           0           2          27         
13     126,762
03 1985           17           0          23         557         
16     116,810
04 1986            0           0          14         210         
12      83,210
05 1987            0           2          20         413        
264      97,803
06 1988            0          16          34         534      
2,390     123,410
07 1989            0          42          77       1,025        
323     140,747
08 1990            0         117         367       3,229        
660     201,101
09 1991            0         691         869      18,878      
1,460     284,173
10 1992            0       2,697       2,913      64,841      
5,235     341,402
11 1993            0       5,255      13,674     244,125     
34,212     442,494
12 TOTAL          17       8,820      18,006     334,167     
44,614         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           0
02 1984       31,813      94,949      90.053      75.293     
96.383           0
03 1985       39,985      76,825      91.151      84.639     
94.954           0
04 1986       25,409      57,801      75.747      73.771     
76.649           0
05 1987        4,863      92,940      74.906      47.449     
77.245           0
06 1988        5,966     117,444      72.965      48.682     
74.862           0
07 1989        7,865     132,882      76.824     834.926     
72.906           0
08 1990       21,194     179,907      83.403   1,426.245     
75.075           0
09 1991          564     283,609      74.005      28.893     
74.235           0
10 1992          440     340,962      73.080      24.309     
73.269           0
11 1993        1,522     440,972      77.702      49.967     
77.851           0
12 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

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         232          96
02 1984            0        .000          22           5
03 1985            0        .000         453         104
04 1986            0        .000         158          52
05 1987            0        .000         280         133
06 1988            0        .000         416         118
07 1989            0        .000         754         271
08 1990            0        .000       2,271         958
09 1991            0        .000      15,412       3,466
10 1992            0        .000      51,633      13,208
11 1993            0        .000     202,466      41,659
12 TOTAL           0         XXX     274,097      60,070
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1C             - COMMERCIAL AUTO/TRUCK
LIABILITY/MEDICAL
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS
EXPENSE PAYMENTS
YEARS IN        2           3           4                        
ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS   
EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6 
         7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT           
      DIRECT
LOSSES       ASSUMED                               AND        CEDED 
      AND
WERE INC                                         ASSUMED          
      ASSUMED
01 PRIOR         XXX         XXX         XXX          30          
2           0
02 1984        6,397       3,440       2,957       6,358      
3,921         707
03 1985        6,191       3,707       2,484       6,500      
4,986         344
04 1986        3,632       1,438       2,194       2,692      
1,718         474
05 1987        7,747       1,525       6,222       4,272      
1,615         458
06 1988        9,378       2,007       7,371       4,890        
957         907
07 1989       10,882       2,070       8,812       5,361        
706         724
08 1990       11,958       1,703      10,255       7,487      
1,843         909
09 1991       12,263       2,354       9,909       5,717        
286         499
10 1992       13,097       3,206       9,891       3,073          
0         216
11 1993       13,654       1,984      11,670       1,932          
0         102
12 TOTAL         XXX         XXX         XXX      48,312     
16,034       5,340

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         -10           1           1          39        
XXX           0
02 1984          329           7         113       2,928        
481           0
03 1985           66           6         160       1,952        
923           0
04 1986          355         700         161       1,254        
330           0
05 1987          146           1         314       3,283        
699           0
06 1988          192          50         324       4,972        
905         120
07 1989           34          43         408       5,753      
1,112         369
08 1990          221          66         561       6,893      
1,453       2,346
09 1991           21          41         517       6,426      
1,806       1,671
10 1992            9          64         428       3,708      
1,893       2,370
11 1993            2          16         372       2,404      
1,790       5,979
12 TOTAL       1,365         995       3,359      39,612        
XXX      12,855

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          -1           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988           35           5           0           0          
0          14
07 1989           25          31           2           0          
0          47
08 1990        1,286         153          70           0          
0         297
09 1991          352         568         296           1          
0         312
10 1992          134       1,755         817           3          
0         658
11 1993          952       2,746         286          13          
0       1,262
12 TOTAL       2,783       5,258       1,471          17          
0       2,590

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           0           0           0           1          
0         XXX
02 1984            0           0           0           0          
0       7,240
03 1985            0           0           0           0          
0       7,024
04 1986            0           0           0           0          
0       3,342
05 1987            0           0           0           0          
0       5,045
06 1988            3           0           4         105          
4       6,264
07 1989            2           0          13         431         
17       6,953
08 1990          105           0          84       1,419         
27      11,837
09 1991           50           0          89       1,943         
55       9,374
10 1992           74          19         185       3,946        
132       8,688
11 1993           96          39         360       9,026        
517      12,766
12 TOTAL         330          58         735      16,871        
752         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           0
02 1984        4,312       2,928     113.178     125.349     
99.019           0
03 1985        5,071       1,953     113.455     136.795     
78.623           0
04 1986        2,088       1,254      92.015     145.202     
57.156           0
05 1987        1,761       3,284      65.122     115.475     
52.780           0
06 1988        1,187       5,077      66.795      59.143     
68.878           0
07 1989          769       6,184      63.895      37.150     
70.177           0
08 1990        3,525       8,312      98.988     206.988     
81.053           0
09 1991        1,005       8,369      76.441      42.693     
84.459           0
10 1992        1,034       7,654      66.336      32.252     
77.383           0
11 1993        1,336      11,430      93.496      67.339     
97.943           0
12 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 1C             - COMMERCIAL AUTO/TRUCK
LIABILITY/MEDICAL
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX           1           0
02 1984            0        .000           0           0
03 1985            0        .000           0           0
04 1986            0        .000           0           0
05 1987            0        .000           0           0
06 1988            0        .000          90          15
07 1989            0        .000         373          58
08 1990            0        .000       1,143         276
09 1991            0        .000       1,591         352
10 1992            0        .000       3,174         772
11 1993            0        .000       7,487       1,539
12 TOTAL           0         XXX      13,859       3,012
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1D             - WORKERS' COMPENSATION
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS
EXPENSE PAYMENTS
YEARS IN        2           3           4                        
ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS   
EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6 
         7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT           
      DIRECT
LOSSES       ASSUMED                               AND        CEDED 
      AND
WERE INC                                         ASSUMED          
      ASSUMED
01 PRIOR         XXX         XXX         XXX       1,080        
536         272
02 1984       84,846       1,826      83,020      51,663      
2,605       4,684
03 1985      125,637       3,982     121,655      73,183      
1,468       8,070
04 1986      189,815       7,735     182,080      97,948        
867      11,034
05 1987      233,967      14,258     219,709     107,883        
741      11,269
06 1988      257,276       6,103     251,173     111,919          
0      11,146
07 1989      300,377       4,024     296,353     133,232        
221      10,778
08 1990      340,583       4,099     336,484     166,813          
0      12,766
09 1991      352,547       3,924     348,623     148,407          
0      13,759
10 1992      398,609       4,553     394,056      99,027          
0       8,176
11 1993      463,151       4,695     458,456      48,968          
0       2,351
12 TOTAL         XXX         XXX         XXX   1,040,123      
6,438      94,305

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          40           0          65         841        
XXX       5,560
02 1984          138           0       5,096      58,700     
21,709         829
03 1985           56           0       7,109      86,838     
26,816       1,459
04 1986          125           0      10,238     118,228     
32,894       4,042
05 1987           23           0      12,959     131,347     
35,187       6,378
06 1988            0           0      14,996     138,061     
34,316       9,909
07 1989           36       1,699      15,685     159,438     
37,734      19,268
08 1990            0       2,285      18,886     198,465     
42,898      32,663
09 1991            0       1,085      18,638     180,804     
39,859      61,538
10 1992            0         408      16,806     124,009     
38,995      90,131
11 1993            0         124      13,551      64,870     
37,497     145,015
12 TOTAL         418       5,601     134,029   1,261,601        
XXX     376,792

SCHEDULE P - PART 1D             - WORKERS' COMPENSATION
    1   LOSSES UNPAID                          ALLOCATED LOSS
EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS    
  BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18 
        19
EARNED AND               DIRECT                  DIRECT           
      DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED 
      AND
WERE INC                 ASSUMED                 ASSUMED          
      ASSUMED
01 PRIOR       3,690           0           0           0          
0         796
02 1984          425           0           0           0          
0         119
03 1985        1,039          16           0           0          
0         212
04 1986        2,357          45           0           0          
0         585
05 1987        5,077         117           0           0          
0         930
06 1988          404         232           0           0          
0       1,459
07 1989        2,376         397           0           0          
0       2,842
08 1990        2,031         977           0           0          
0       4,867
09 1991          252       1,714           0           0          
0       9,108
10 1992            0      20,874           0           0          
0      13,512
11 1993          780      35,391       1,000           0          
0      28,001
12 TOTAL      18,431      59,763       1,000           0          
0      62,431

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          97           0         318       2,887         
30         XXX
02 1984           59           0          50         514         
56      62,441
03 1985          145           4          82         585         
97      90,131
04 1986          295           5         247       2,267        
209     124,139
05 1987          577          45         394       2,165        
353     139,930
06 1988           23         289         624      11,797        
559     150,285
07 1989           75         621       1,215      21,271        
908     183,417
08 1990           11       1,468       2,105      38,570      
1,988     239,077
09 1991            3       2,299       3,934      76,039      
3,796     257,098
10 1992            0       2,620       8,302     132,819      
4,743     256,828
11 1993          105       3,248      27,435     233,957     
11,759     300,712
12 TOTAL       1,390      10,599      44,706     522,871     
24,498         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           0
02 1984        3,227      59,214      73.593     176.725     
71.325           0
03 1985        2,708      87,423      71.739      68.006     
71.861           0
04 1986        3,644     120,495      65.400      47.111     
66.177           0
05 1987        6,418     133,512      59.808      45.013     
60.768           0
06 1988          427     149,858      58.414       6.997     
59.663           0
07 1989        2,708     180,709      61.062      67.296     
60.978           0
08 1990        2,042     237,035      70.196      49.817     
70.445           0
09 1991          255     256,843      72.926       6.498     
73.674           0
10 1992            0     256,828      64.431        .000     
65.176           0
11 1993        1,885     298,827      64.927      40.149     
65.181           0
12 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 1D             - WORKERS' COMPENSATION
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX       1,870       1,017
02 1984            0        .000         404         110
03 1985            0        .000         436         149
04 1986            0        .000       1,730         537
05 1987            0        .000       1,418         747
06 1988            0        .000       9,737       2,060
07 1989            0        .000      17,289       3,982
08 1990            0        .000      31,609       6,961
09 1991            0        .000      63,000      13,039
10 1992            0        .000     111,005      21,814
11 1993            0        .000     178,626      55,331
12 TOTAL           0         XXX     417,124     105,747
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1E             - COMMERICAL MULTIPLE PERIL
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS
EXPENSE PAYMENTS
YEARS IN        2           3           4                        
ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS   
EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6 
         7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT           
      DIRECT
LOSSES       ASSUMED                               AND        CEDED 
      AND
WERE INC                                         ASSUMED          
      ASSUMED
01 PRIOR         XXX         XXX         XXX          -1       
- -124          21
02 1984           -4           0          -4           1          
0           0
03 1985            1           0           1           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL         XXX         XXX         XXX           0       
- -124          21

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          51           0           0          93        
XXX         145
02 1984            0           0           0           1          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL          51           0           0          94        
XXX         145

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         145           0           0          60         
69           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL         145           0           0          60         
69           0

SCHEDULE P - PART 1E             - COMMERICAL MULTIPLE PERIL
    1                      21          22          23          24 
 TOTAL LOSSES
YEARS IN  BULK + IBNR                                             
  & LOSS EXP
WHICH PRE-                                                NUMBER OF 
 INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS 
       25
EARNED AND               AND        LOSS      NET LOSSES
OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT
AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED 
    ASSUMED
01 PRIOR           0           0           0          -9          
4         XXX
02 1984            0           0           0           0          
0           1
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           0           0           0          -9          
4         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           0
02 1984            0           1     -25.000        .000    
- -25.000           0
03 1985            0           0        .000        .000       
.000           0
04 1986            0           0        .000        .000       
.000           0
05 1987            0           0        .000        .000       
.000           0
06 1988            0           0        .000        .000       
.000           0
07 1989            0           0        .000        .000       
.000           0
08 1990            0           0        .000        .000       
.000           0
09 1991            0           0        .000        .000       
.000           0
10 1992            0           0        .000        .000       
.000           0
11 1993            0           0        .000        .000       
.000           0
12 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 1E             - COMMERICAL MULTIPLE PERIL
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX           0          -9
02 1984            0        .000           0           0
03 1985            0        .000           0           0
04 1986            0        .000           0           0
05 1987            0        .000           0           0
06 1988            0        .000           0           0
07 1989            0        .000           0           0
08 1990            0        .000           0           0
09 1991            0        .000           0           0
10 1992            0        .000           0           0
11 1993            0        .000           0           0
12 TOTAL           0         XXX           0          -9
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS
EXPENSE PAYMENTS
YEARS IN        2           3           4                        
ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS   
EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6 
         7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT           
      DIRECT
LOSSES       ASSUMED                               AND        CEDED 
      AND
WERE INC                                         ASSUMED          
      ASSUMED
01 PRIOR         XXX         XXX         XXX           0          
0           0
02 1984           19           0          19           0          
0           0
03 1985            6           0           6           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL         XXX         XXX         XXX           0          
0           0

SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1            LOSS AND LOSS EXPENSE PAYMENTS                   
LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12 
   CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS 
       13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED
- -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT
AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED 
    ASSUMED
01 PRIOR           0           0           0           0        
XXX           0
02 1984            0           0           2           2          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           0           0           2           2        
XXX           0

SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1   LOSSES UNPAID                          ALLOCATED LOSS
EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS    
  BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18 
        19
EARNED AND               DIRECT                  DIRECT           
      DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED 
      AND
WERE INC                 ASSUMED                 ASSUMED          
      ASSUMED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           0           0           0           0          
0           0

SCHEDULE P - PART 1F - SECTION 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           0          
0         XXX
02 1984            0           0           0           0          
0           2
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           0           0           0           0          
0         XXX

SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE 
DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)   
  TIME VALUE
WHICH PRE-                                                        
   OF MONEY
MIUMS WERE     26          27          28          29          30 
        31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET 
       LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX           0
02 1984            0           2      10.526        .000     
10.526           0
03 1985            0           0        .000        .000       
.000           0
04 1986            0           0        .000        .000       
.000           0
05 1987            0           0        .000        .000       
.000           0
06 1988            0           0        .000        .000       
.000           0
07 1989            0           0        .000        .000       
.000           0
08 1990            0           0        .000        .000       
.000           0
09 1991            0           0        .000        .000       
.000           0
10 1992            0           0        .000        .000       
.000           0
11 1993            0           0        .000        .000       
.000           0
12 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 1F - SECTION 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           0           0
02 1984            0        .000           0           0
03 1985            0        .000           0           0
04 1986            0        .000           0           0
05 1987            0        .000           0           0
06 1988            0        .000           0           0
07 1989            0        .000           0           0
08 1990            0        .000           0           0
09 1991            0        .000           0           0
10 1992            0        .000           0           0
11 1993            0        .000           0           0
12 TOTAL           0         XXX           0           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS
MADE
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS
EXPENSE PAYMENTS
YEARS IN        2           3           4                        
ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS   
EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6 
         7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT           
      DIRECT
LOSSES       ASSUMED                               AND        CEDED 
      AND
WERE INC                                         ASSUMED          
      ASSUMED
01 PRIOR         XXX         XXX         XXX           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL         XXX         XXX         XXX           0          
0           0

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS
MADE
    1            LOSS AND LOSS EXPENSE PAYMENTS                   
LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12 
   CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS 
       13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED
- -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT
AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED 
    ASSUMED
01 PRIOR           0           0           0           0        
XXX           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           0           0           0           0        
XXX           0

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS
MADE
    1   LOSSES UNPAID                          ALLOCATED LOSS
EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS    
  BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18 
        19
EARNED AND               DIRECT                  DIRECT           
      DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED 
      AND
WERE INC                 ASSUMED                 ASSUMED          
      ASSUMED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           0           0           0           0          
0           0

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS
MADE
    1                      21          22          23          24 
 TOTAL LOSSES
YEARS IN  BULK + IBNR                                             
  & LOSS EXP
WHICH PRE-                                                NUMBER OF 
 INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS 
       25
EARNED AND               AND        LOSS      NET LOSSES
OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT
AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED 
    ASSUMED
01 PRIOR           0           0           0           0          
0         XXX
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           0           0           0           0          
0         XXX

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS
MADE
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE 
DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)   
  TIME VALUE
WHICH PRE-                                                        
   OF MONEY
MIUMS WERE     26          27          28          29          30 
        31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET 
       LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX           0
02 1984            0           0        .000        .000       
.000           0
03 1985            0           0        .000        .000       
.000           0
04 1986            0           0        .000        .000       
.000           0
05 1987            0           0        .000        .000       
.000           0
06 1988            0           0        .000        .000       
.000           0
07 1989            0           0        .000        .000       
.000           0
08 1990            0           0        .000        .000       
.000           0
09 1991            0           0        .000        .000       
.000           0
10 1992            0           0        .000        .000       
.000           0
11 1993            0           0        .000        .000       
.000           0
12 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS
MADE
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX           0           0
02 1984            0        .000           0           0
03 1985            0        .000           0           0
04 1986            0        .000           0           0
05 1987            0        .000           0           0
06 1988            0        .000           0           0
07 1989            0        .000           0           0
08 1990            0        .000           0           0
09 1991            0        .000           0           0
10 1992            0        .000           0           0
11 1993            0        .000           0           0
12 TOTAL           0         XXX           0           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1G             - SPECIAL LIABILITY
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS
EXPENSE PAYMENTS
YEARS IN        2           3           4                        
ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS   
EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6 
         7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT           
      DIRECT
LOSSES       ASSUMED                               AND        CEDED 
      AND
WERE INC                                         ASSUMED          
      ASSUMED
01 PRIOR         XXX         XXX         XXX           0          
0           0
02 1984           43         -15          58          53          
1          12
03 1985           -2           0          -2           0          
0           0
04 1986            5           1           4           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989           94           4          90          29          
0           3
08 1990          197          13         184          73          
0           6
09 1991          307          20         287         112          
0          14
10 1992          446          46         400         277          
0          38
11 1993          550          45         505         162          
0          27
12 TOTAL         XXX         XXX         XXX         706          
1         100

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           0           0           0           0        
XXX           0
02 1984            0           0          12          76        
XXX           0
03 1985            0           0           0           0        
XXX           0
04 1986            0           0           0           0        
XXX           0
05 1987            0           0           0           0        
XXX           0
06 1988            0           0           0           0        
XXX           0
07 1989            0           1          21          53        
XXX           0
08 1990            0           1           6          85        
XXX           0
09 1991            0           1           9         135        
XXX           0
10 1992            0           0          18         333        
XXX           0
11 1993            0           1          19         208        
XXX          44
12 TOTAL           0           4          85         890        
XXX          44

SCHEDULE P - PART 1G             - SPECIAL LIABILITY
    1   LOSSES UNPAID                          ALLOCATED LOSS
EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS    
  BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18 
        19
EARNED AND               DIRECT                  DIRECT           
      DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED 
      AND
WERE INC                 ASSUMED                 ASSUMED          
      ASSUMED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           4           0           0          
0           1
11 1993            0          40           0           0          
0          14
12 TOTAL           0          44           0           0          
0          15

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           0           0          
0         XXX
02 1984            0           0           0           0          
0          77
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0          53
08 1990            0           0           0           0          
0          85
09 1991            0           0           0           0          
0         135
10 1992            0           0           0           5          
0         338
11 1993            0           0           4         102         
17         310
12 TOTAL           0           0           4         107         
17         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           0
02 1984            1          76     179.070      -6.667    
131.034           0
03 1985            0           0        .000        .000       
.000           0
04 1986            0           0        .000        .000       
.000           0
05 1987            0           0        .000        .000       
.000           0
06 1988            0           0        .000        .000       
.000           0
07 1989            0          53      56.383        .000     
58.889           0
08 1990            0          85      43.147        .000     
46.196           0
09 1991            0         135      43.974        .000     
47.038           0
10 1992            0         338      75.785        .000     
84.500           0
11 1993            0         310      56.364        .000     
61.386           0
12 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

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           0           0
02 1984            0        .000           0           0
03 1985            0        .000           0           0
04 1986            0        .000           0           0
05 1987            0        .000           0           0
06 1988            0        .000           0           0
07 1989            0        .000           0           0
08 1990            0        .000           0           0
09 1991            0        .000           0           0
10 1992            0        .000           4           1
11 1993            0        .000          84          18
12 TOTAL           0         XXX          88          19
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS
EXPENSE PAYMENTS
YEARS IN        2           3           4                        
ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS   
EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6 
         7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT           
      DIRECT
LOSSES       ASSUMED                               AND        CEDED 
      AND
WERE INC                                         ASSUMED          
      ASSUMED
01 PRIOR         XXX         XXX         XXX          60       
- -253          36
02 1984        1,854       1,735         119       5,727      
4,653       1,795
03 1985        2,477       1,194       1,283       2,070      
1,010         156
04 1986        6,460       2,404       4,056       2,345        
290         133
05 1987        3,601       1,474       2,127       1,632        
177          93
06 1988        1,788         682       1,106         837          
0          49
07 1989          920         372         548         388          
3          21
08 1990          752         340         412         348          
0          20
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL         XXX         XXX         XXX      13,407      
5,880       2,303

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         164          66           1         186        
XXX       4,658
02 1984        1,311          39          16       1,574        
190       2,701
03 1985           82           0          10       1,144         
52           0
04 1986            3           0          35       2,220          
0           0
05 1987            0           0          27       1,575          
0           0
06 1988            0           0          18         904          
0           0
07 1989            0           0          13         419          
1           0
08 1990            0           0           9         377          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL       1,560         105         129       8,399        
XXX       7,359

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       3,009       8,422       6,056         555        
371         400
02 1984        1,661       3,000       1,845         278        
171         300
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL       4,670      11,422       7,901         833        
542         700

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         263           0          75       4,411         
87         XXX
02 1984          185           0          75       2,492         
70      13,892
03 1985            0           0           0           0          
0       2,236
04 1986            0           0           0           0          
0       2,513
05 1987            0           0           0           0          
0       1,752
06 1988            0           0           0           0          
0         904
07 1989            0           0           0           0          
0         422
08 1990            0           0           0           0          
0         377
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL         448           0         150       6,903        
157         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           0
02 1984        9,826       4,066     749.299     566.340  
3,416.807           0
03 1985        1,092       1,144      90.270      91.457     
89.166           0
04 1986          293       2,220      38.901      12.188     
54.734           0
05 1987          177       1,575      48.653      12.008     
74.048           0
06 1988            0         904      50.559        .000     
81.736           0
07 1989            3         419      45.870        .806     
76.460           0
08 1990            0         377      50.133        .000     
91.505           0
09 1991            0           0        .000        .000       
.000           0
10 1992            0           0        .000        .000       
.000           0
11 1993            0           0        .000        .000       
.000           0
12 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 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       4,015         396
02 1984            0        .000       2,195         297
03 1985            0        .000           0           0
04 1986            0        .000           0           0
05 1987            0        .000           0           0
06 1988            0        .000           0           0
07 1989            0        .000           0           0
08 1990            0        .000           0           0
09 1991            0        .000           0           0
10 1992            0        .000           0           0
11 1993            0        .000           0           0
12 TOTAL           0         XXX       6,210         693
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS
EXPENSE PAYMENTS
YEARS IN        2           3           4                        
ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS   
EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6 
         7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT           
      DIRECT
LOSSES       ASSUMED                               AND        CEDED 
      AND
WERE INC                                         ASSUMED          
      ASSUMED
01 PRIOR         XXX         XXX         XXX           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL         XXX         XXX         XXX           0          
0           0

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1            LOSS AND LOSS EXPENSE PAYMENTS                   
LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12 
   CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS 
       13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED
- -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT
AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED 
    ASSUMED
01 PRIOR           0           0           0           0        
XXX           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           0           0           0           0        
XXX           0

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1   LOSSES UNPAID                          ALLOCATED LOSS
EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS    
  BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18 
        19
EARNED AND               DIRECT                  DIRECT           
      DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED 
      AND
WERE INC                 ASSUMED                 ASSUMED          
      ASSUMED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           0           0           0           0          
0           0

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1                      21          22          23          24 
 TOTAL LOSSES
YEARS IN  BULK + IBNR                                             
  & LOSS EXP
WHICH PRE-                                                NUMBER OF 
 INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS 
       25
EARNED AND               AND        LOSS      NET LOSSES
OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT
AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED 
    ASSUMED
01 PRIOR           0           0           0           0          
0         XXX
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           0           0           0           0          
0         XXX

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE 
DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)   
  TIME VALUE
WHICH PRE-                                                        
   OF MONEY
MIUMS WERE     26          27          28          29          30 
        31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET 
       LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX           0
02 1984            0           0        .000        .000       
.000           0
03 1985            0           0        .000        .000       
.000           0
04 1986            0           0        .000        .000       
.000           0
05 1987            0           0        .000        .000       
.000           0
06 1988            0           0        .000        .000       
.000           0
07 1989            0           0        .000        .000       
.000           0
08 1990            0           0        .000        .000       
.000           0
09 1991            0           0        .000        .000       
.000           0
10 1992            0           0        .000        .000       
.000           0
11 1993            0           0        .000        .000       
.000           0
12 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX           0           0
02 1984            0        .000           0           0
03 1985            0        .000           0           0
04 1986            0        .000           0           0
05 1987            0        .000           0           0
06 1988            0        .000           0           0
07 1989            0        .000           0           0
08 1990            0        .000           0           0
09 1991            0        .000           0           0
10 1992            0        .000           0           0
11 1993            0        .000           0           0
12 TOTAL           0         XXX           0           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 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           0          
0           0
02 1992            0           0           0           0          
0           0
03 1993            0           0           0           0          
0           0
04 TOTAL         XXX         XXX         XXX           0          
0           0

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           0           0           0           0        
XXX           0
02 1992            0           0           0           0        
XXX           0
03 1993            0           0           0           0        
XXX           0
04 TOTAL           0           0           0           0        
XXX           0

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           0           0           0           0          
0           0
02 1992            0           0           0           0          
0           0
03 1993            0           0           0           0          
0           0
04 TOTAL           0           0           0           0          
0           0

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           0           0           0           0          
0         XXX
02 1992            0           0           0           0          
0           0
03 1993            0           0           0           0          
0           0
04 TOTAL           0           0           0           0          
0         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           0
02 1992            0           0        .000        .000       
.000           0
03 1993            0           0        .000        .000       
.000           0
04 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 1I             - SPECIAL PROPERTY
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX           0           0
02 1992            0        .000           0           0
03 1993            0        .000           0           0
04 TOTAL           0         XXX           0           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 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        -855       
- -532         890
02 1992      205,072          85     204,987     105,429          
0       3,836
03 1993      256,132           0     256,132     132,458          
0       3,792
04 TOTAL         XXX         XXX         XXX     237,033       
- -532       8,519

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        -140       1,174           3         710        
XXX        -274
02 1992            0      10,350       8,166     117,432     
93,691        -161
03 1993            0       7,116       9,659     145,910    
111,040      14,248
04 TOTAL        -140      18,639      17,828     264,051        
XXX      13,813

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         -70         261           0          48         
68          40
02 1992            0       1,713           0          60          
0         288
03 1993            0      10,973           0       2,398          
0       2,015
04 TOTAL         -70      12,947           0       2,506         
68       2,343

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           0       1,069          21          98        
132         XXX
02 1992            0       1,916         103       2,002        
112     119,434
03 1993            0       8,011       1,964      31,597      
6,901     177,507
04 TOTAL           0      10,997       2,087      33,698      
7,145         XXX

SCHEDULE P - PART 1J             - AUTO PHYSICAL DAMAGE
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE 
DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)   
  TIME VALUE
WHICH PRE-                                                        
   OF MONEY
MIUMS WERE     26          27          28          29          30 
        31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET 
       LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX           0
02 1992            0     119,434      58.240        .000     
58.264           0
03 1993            0     177,507      69.303        .000     
69.303           0
04 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 1J             - AUTO PHYSICAL DAMAGE
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX          57          41
02 1992            0        .000       1,552         451
03 1993            0        .000      25,221       6,376
04 TOTAL           0         XXX      26,830       6,868
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1K             - FIDELITY, SURETY, FINANCIAL
GUARANTY, MORTGAG
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS
EXPENSE PAYMENTS
YEARS IN        2           3           4                        
ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS   
EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6 
         7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT           
      DIRECT
LOSSES       ASSUMED                               AND        CEDED 
      AND
WERE INC                                         ASSUMED          
      ASSUMED
01 PRIOR         XXX         XXX         XXX          -3          
0           0
02 1992           23           0          23           1          
0           0
03 1993           15           0          15           0          
0           0
04 TOTAL         XXX         XXX         XXX          -2          
0           0

SCHEDULE P - PART 1K             - FIDELITY, SURETY, FINANCIAL
GUARANTY, MORTGAG
    1            LOSS AND LOSS EXPENSE PAYMENTS                   
LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12 
   CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS 
       13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED
- -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT
AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED 
    ASSUMED
01 PRIOR           0           0           0          -3        
XXX           0
02 1992            0           0           1           2        
XXX           0
03 1993            0           0           0           0        
XXX           0
04 TOTAL           0           0           1          -1        
XXX           0

SCHEDULE P - PART 1K             - FIDELITY, SURETY, FINANCIAL
GUARANTY, MORTGAG
    1   LOSSES UNPAID                          ALLOCATED LOSS
EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS    
  BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18 
        19
EARNED AND               DIRECT                  DIRECT           
      DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED 
      AND
WERE INC                 ASSUMED                 ASSUMED          
      ASSUMED
01 PRIOR           0           0           0           0          
0           0
02 1992            0           0           0           0          
0           0
03 1993            0           5           0           0          
0           0
04 TOTAL           0           5           0           0          
0           0

SCHEDULE P - PART 1K             - FIDELITY, SURETY, FINANCIAL
GUARANTY, MORTGAG
    1                      21          22          23          24 
 TOTAL LOSSES
YEARS IN  BULK + IBNR                                             
  & LOSS EXP
WHICH PRE-                                                NUMBER OF 
 INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS 
       25
EARNED AND               AND        LOSS      NET LOSSES
OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT
AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED 
    ASSUMED
01 PRIOR           0           0           0           0          
0         XXX
02 1992            0           0           0           0          
0           2
03 1993            0           0           1           6          
0           6
04 TOTAL           0           0           1           6          
0         XXX

SCHEDULE P - PART 1K             - FIDELITY, SURETY, FINANCIAL
GUARANTY, MORTGAG
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE 
DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)   
  TIME VALUE
WHICH PRE-                                                        
   OF MONEY
MIUMS WERE     26          27          28          29          30 
        31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET 
       LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX           0
02 1992            0           2       8.696        .000      
8.696           0
03 1993            0           6      40.000        .000     
40.000           0
04 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 1K             - FIDELITY, SURETY, FINANCIAL
GUARANTY, MORTGAG
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX           0           0
02 1992            0        .000           0           0
03 1993            0        .000           5           1
04 TOTAL           0         XXX           5           1
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1L             - OTHER (INCLUDING CREDIT,
ACCIDENT AND HEALTH)
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS
EXPENSE PAYMENTS
YEARS IN        2           3           4                        
ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS   
EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6 
         7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT           
      DIRECT
LOSSES       ASSUMED                               AND        CEDED 
      AND
WERE INC                                         ASSUMED          
      ASSUMED
01 PRIOR         XXX         XXX         XXX           0          
0           0
02 1992            0           0           0           0          
0           0
03 1993            0           0           0           0          
0           0
04 TOTAL         XXX         XXX         XXX           0          
0           0

SCHEDULE P - PART 1L             - OTHER (INCLUDING CREDIT,
ACCIDENT AND HEALTH)
    1            LOSS AND LOSS EXPENSE PAYMENTS                   
LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12 
   CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS 
       13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED
- -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT
AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED 
    ASSUMED
01 PRIOR           0           0           0           0        
XXX           0
02 1992            0           0           0           0        
XXX           0
03 1993            0           0           0           0        
XXX           0
04 TOTAL           0           0           0           0        
XXX           0

SCHEDULE P - PART 1L             - OTHER (INCLUDING CREDIT,
ACCIDENT AND HEALTH)
    1   LOSSES UNPAID                          ALLOCATED LOSS
EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS    
  BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18 
        19
EARNED AND               DIRECT                  DIRECT           
      DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED 
      AND
WERE INC                 ASSUMED                 ASSUMED          
      ASSUMED
01 PRIOR           0           0           0           0          
0           0
02 1992            0           0           0           0          
0           0
03 1993            0           0           0           0          
0           0
04 TOTAL           0           0           0           0          
0           0

SCHEDULE P - PART 1L             - OTHER (INCLUDING CREDIT,
ACCIDENT AND HEALTH)
    1                      21          22          23          24 
 TOTAL LOSSES
YEARS IN  BULK + IBNR                                             
  & LOSS EXP
WHICH PRE-                                                NUMBER OF 
 INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS 
       25
EARNED AND               AND        LOSS      NET LOSSES
OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT
AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED 
    ASSUMED
01 PRIOR           0           0           0           0          
0         XXX
02 1992            0           0           0           0          
0           0
03 1993            0           0           0           0          
0           0
04 TOTAL           0           0           0           0          
0         XXX

SCHEDULE P - PART 1L             - OTHER (INCLUDING CREDIT,
ACCIDENT AND HEALTH)
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE 
DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)   
  TIME VALUE
WHICH PRE-                                                        
   OF MONEY
MIUMS WERE     26          27          28          29          30 
        31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET 
       LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX           0
02 1992            0           0        .000        .000       
.000           0
03 1993            0           0        .000        .000       
.000           0
04 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 1L             - OTHER (INCLUDING CREDIT,
ACCIDENT AND HEALTH)
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX           0           0
02 1992            0        .000           0           0
03 1993            0        .000           0           0
04 TOTAL           0         XXX           0           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 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           0          
0           0
02 1984           -8           0          -8           0          
0           0
03 1985          -10          -2          -8           0          
0           0
04 1986          -22          -1         -21           0          
0           0
05 1987           15           0          15           0          
0           0
06 1988           16           1          15           0          
0           0
07 1989           -1           0          -1           0          
0           0
08 1990           -1           0          -1           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL         XXX         XXX         XXX           0          
0           0

SCHEDULE P - PART 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           0           0        
XXX           0
02 1984            0           0           0           0        
XXX           0
03 1985            0           0           0           0        
XXX           0
04 1986            0           0           0           0        
XXX           0
05 1987            0           0           0           0        
XXX           0
06 1988            0           0           0           0        
XXX           0
07 1989            0           0           0           0        
XXX           0
08 1990            0           0           0           0        
XXX           0
09 1991            0           0           0           0        
XXX           0
10 1992            0           0           0           0        
XXX           0
11 1993            0           0           0           0        
XXX           0
12 TOTAL           0           0           0           0        
XXX           0

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           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           0           0           0           0          
0           0

SCHEDULE P - PART 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           0           0          
0         XXX
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           0           0           0           0          
0         XXX

SCHEDULE P - PART 1M             - INTERNATIONAL
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE 
DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)   
  TIME VALUE
WHICH PRE-                                                        
   OF MONEY
MIUMS WERE     26          27          28          29          30 
        31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET 
       LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX           0
02 1984            0           0        .000        .000       
.000           0
03 1985            0           0        .000        .000       
.000           0
04 1986            0           0        .000        .000       
.000           0
05 1987            0           0        .000        .000       
.000           0
06 1988            0           0        .000        .000       
.000           0
07 1989            0           0        .000        .000       
.000           0
08 1990            0           0        .000        .000       
.000           0
09 1991            0           0        .000        .000       
.000           0
10 1992            0           0        .000        .000       
.000           0
11 1993            0           0        .000        .000       
.000           0
12 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 1M             - INTERNATIONAL
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX           0           0
02 1984            0        .000           0           0
03 1985            0        .000           0           0
04 1986            0        .000           0           0
05 1987            0        .000           0           0
06 1988            0        .000           0           0
07 1989            0        .000           0           0
08 1990            0        .000           0           0
09 1991            0        .000           0           0
10 1992            0        .000           0           0
11 1993            0        .000           0           0
12 TOTAL           0         XXX           0           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 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        8,635           0       8,635       8,659          
0           0
06 1993        9,111           0       9,111       7,665          
0           0
07 TOTAL         XXX         XXX         XXX      16,324          
0           0

SCHEDULE P - PART 1N             - REINSURANCE A
    1            LOSS AND LOSS EXPENSE PAYMENTS                   
LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12 
   CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS 
       13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED
- -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT
AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED 
    ASSUMED
01 1988            0           0           0           0        
XXX           0
02 1989            0           0           0           0        
XXX           0
03 1990            0           0           0           0        
XXX           0
04 1991            0           0           0           0        
XXX           0
05 1992            0           0           0       8,659        
XXX           0
06 1993            0           0           0       7,665        
XXX           0
07 TOTAL           0           0           0      16,324        
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         135           0           0          
0           0
06 1993            0       1,482           0           0          
0           0
07 TOTAL           0       1,617           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         135        
XXX       8,794
06 1993            0           0           0       1,482        
XXX       9,147
07 TOTAL           0           0           0       1,617        
XXX         XXX

SCHEDULE P - PART 1N             - REINSURANCE A
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE 
DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)   
  TIME VALUE
WHICH PRE-                                                        
   OF MONEY
MIUMS WERE     26          27          28          29          30 
        31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET 
       LOSS
WERE INC                             ASSUMED
01 1988            0           0        .000        .000       
.000           0
02 1989            0           0        .000        .000       
.000           0
03 1990            0           0        .000        .000       
.000           0
04 1991            0           0        .000        .000       
.000           0
05 1992            0       8,794        .000        .000       
.000           0
06 1993            0       9,147        .000        .000       
.000           0
07 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 1N             - REINSURANCE A
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 1988            0        .000           0           0
02 1989            0        .000           0           0
03 1990            0        .000           0           0
04 1991            0        .000           0           0
05 1992            0        .000         135           0
06 1993            0        .000       1,482           0
07 TOTAL           0         XXX       1,617           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1O             - REINSURANCE B
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS
EXPENSE PAYMENTS
YEARS IN        2           3           4                        
ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS   
EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6 
         7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT           
      DIRECT
LOSSES       ASSUMED                               AND        CEDED 
      AND
WERE INC                                         ASSUMED          
      ASSUMED
01 1988           61           0          61           0          
0           0
02 1989           21           0          21           0          
0           0
03 1990          860           0         860         953          
0           0
04 1991        1,665           0       1,665       1,794          
0           0
05 1992        1,297           0       1,297       1,348          
0           0
06 1993        1,433           0       1,433       1,437          
0           0
07 TOTAL         XXX         XXX         XXX       5,532          
0           0

SCHEDULE P - PART 1O             - REINSURANCE B
    1            LOSS AND LOSS EXPENSE PAYMENTS                   
LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12 
   CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS 
       13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED
- -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT
AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED 
    ASSUMED
01 1988            0           0           0           0        
XXX           0
02 1989            0           0           0           0        
XXX           0
03 1990            0           0           0         953        
XXX           0
04 1991            0           0           0       1,794        
XXX           0
05 1992            0           0           0       1,348        
XXX           0
06 1993            0           0           0       1,437        
XXX           0
07 TOTAL           0           0           0       5,532        
XXX           0

SCHEDULE P - PART 1O             - REINSURANCE B
    1   LOSSES UNPAID                          ALLOCATED LOSS
EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS    
  BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18 
        19
EARNED AND               DIRECT                  DIRECT           
      DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED 
      AND
WERE INC                 ASSUMED                 ASSUMED          
      ASSUMED
01 1988            0           0           0           0          
0           0
02 1989            0           0           0           0          
0           0
03 1990            0           0           0           0          
0           0
04 1991            0           0           0           0          
0           0
05 1992            0           0           0           0          
0           0
06 1993            0           0           0           0          
0           0
07 TOTAL           0           0           0           0          
0           0

SCHEDULE P - PART 1O             - REINSURANCE B
    1                      21          22          23          24 
 TOTAL LOSSES
YEARS IN  BULK + IBNR                                             
  & LOSS EXP
WHICH PRE-                                                NUMBER OF 
 INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS 
       25
EARNED AND               AND        LOSS      NET LOSSES
OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT
AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED 
    ASSUMED
01 1988            0           0           0           0        
XXX           0
02 1989            0           0           0           0        
XXX           0
03 1990            0           0           0           0        
XXX         953
04 1991            0           0           0           0        
XXX       1,794
05 1992            0           0           0           0        
XXX       1,348
06 1993            0           0           0           0        
XXX       1,437
07 TOTAL           0           0           0           0        
XXX         XXX

SCHEDULE P - PART 1O             - REINSURANCE B
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE 
DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)   
  TIME VALUE
WHICH PRE-                                                        
   OF MONEY
MIUMS WERE     26          27          28          29          30 
        31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET 
       LOSS
WERE INC                             ASSUMED
01 1988            0           0        .000        .000       
.000           0
02 1989            0           0        .000        .000       
.000           0
03 1990            0         953        .000        .000       
.000           0
04 1991            0       1,794        .000        .000       
.000           0
05 1992            0       1,348        .000        .000       
.000           0
06 1993            0       1,437        .000        .000       
.000           0
07 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 1O             - REINSURANCE B
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 1988            0        .000           0           0
02 1989            0        .000           0           0
03 1990            0        .000           0           0
04 1991            0        .000           0           0
05 1992            0        .000           0           0
06 1993            0        .000           0           0
07 TOTAL           0         XXX           0           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1P             - REINSURANCE C
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS
EXPENSE PAYMENTS
YEARS IN        2           3           4                        
ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS   
EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6 
         7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT           
      DIRECT
LOSSES       ASSUMED                               AND        CEDED 
      AND
WERE INC                                         ASSUMED          
      ASSUMED
01 1988            0           0           0           0          
0           0
02 1989            0           0           0           0          
0           0
03 1990            0           0           0           0          
0           0
04 1991            0           0           0           0          
0           0
05 1992            0           0           0           0          
0           0
06 1993            0           0           0           0          
0           0
07 TOTAL         XXX         XXX         XXX           0          
0           0

SCHEDULE P - PART 1P             - REINSURANCE C
    1            LOSS AND LOSS EXPENSE PAYMENTS                   
LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12 
   CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS 
       13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED
- -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT
AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED 
    ASSUMED
01 1988            0           0           0           0        
XXX           0
02 1989            0           0           0           0        
XXX           0
03 1990            0           0           0           0        
XXX           0
04 1991            0           0           0           0        
XXX           0
05 1992            0           0           0           0        
XXX           0
06 1993            0           0           0           0        
XXX           0
07 TOTAL           0           0           0           0        
XXX           0

SCHEDULE P - PART 1P             - REINSURANCE C
    1   LOSSES UNPAID                          ALLOCATED LOSS
EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS    
  BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18 
        19
EARNED AND               DIRECT                  DIRECT           
      DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED 
      AND
WERE INC                 ASSUMED                 ASSUMED          
      ASSUMED
01 1988            0           0           0           0          
0           0
02 1989            0           0           0           0          
0           0
03 1990            0           0           0           0          
0           0
04 1991            0           0           0           0          
0           0
05 1992            0           0           0           0          
0           0
06 1993            0           0           0           0          
0           0
07 TOTAL           0           0           0           0          
0           0

SCHEDULE P - PART 1P             - REINSURANCE C
    1                      21          22          23          24 
 TOTAL LOSSES
YEARS IN  BULK + IBNR                                             
  & LOSS EXP
WHICH PRE-                                                NUMBER OF 
 INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS 
       25
EARNED AND               AND        LOSS      NET LOSSES
OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT
AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED 
    ASSUMED
01 1988            0           0           0           0        
XXX           0
02 1989            0           0           0           0        
XXX           0
03 1990            0           0           0           0        
XXX           0
04 1991            0           0           0           0        
XXX           0
05 1992            0           0           0           0        
XXX           0
06 1993            0           0           0           0        
XXX           0
07 TOTAL           0           0           0           0        
XXX         XXX

SCHEDULE P - PART 1P             - REINSURANCE C
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE 
DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)   
  TIME VALUE
WHICH PRE-                                                        
   OF MONEY
MIUMS WERE     26          27          28          29          30 
        31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET 
       LOSS
WERE INC                             ASSUMED
01 1988            0           0        .000        .000       
.000           0
02 1989            0           0        .000        .000       
.000           0
03 1990            0           0        .000        .000       
.000           0
04 1991            0           0        .000        .000       
.000           0
05 1992            0           0        .000        .000       
.000           0
06 1993            0           0        .000        .000       
.000           0
07 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 1P             - REINSURANCE C
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 1988            0        .000           0           0
02 1989            0        .000           0           0
03 1990            0        .000           0           0
04 1991            0        .000           0           0
05 1992            0        .000           0           0
06 1993            0        .000           0           0
07 TOTAL           0         XXX           0           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1Q             - REINSURANCE D
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS
EXPENSE PAYMENTS
YEARS IN        2           3           4                        
ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS   
EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6 
         7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT           
      DIRECT
LOSSES       ASSUMED                               AND        CEDED 
      AND
WERE INC                                         ASSUMED          
      ASSUMED
01 PRIOR         XXX         XXX         XXX           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985          110           0         110         216          
0           0
04 1986          199           0         199         293          
0           0
05 1987            6           0           6           6          
0           0
06 TOTAL         XXX         XXX         XXX         515          
0           0

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           0           0        
XXX           0
02 1984            0           0           0           0        
XXX           0
03 1985            0           0           0         216        
XXX           0
04 1986            0           0           0         293        
XXX           0
05 1987            0           0           0           6        
XXX           0
06 TOTAL           0           0           0         515        
XXX           0

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           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 TOTAL           0           0           0           0          
0           0

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           0           0        
XXX         XXX
02 1984            0           0           0           0        
XXX           0
03 1985            0           0           0           0        
XXX         216
04 1986            0           0           0           0        
XXX         293
05 1987            0           0           0           0        
XXX           6
06 TOTAL           0           0           0           0        
XXX         XXX

SCHEDULE P - PART 1Q             - REINSURANCE D
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE 
DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)   
  TIME VALUE
WHICH PRE-                                                        
   OF MONEY
MIUMS WERE     26          27          28          29          30 
        31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET 
       LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX           0
02 1984            0           0        .000        .000       
.000           0
03 1985            0         216        .000        .000       
.000           0
04 1986            0         293        .000        .000       
.000           0
05 1987            0           6        .000        .000       
.000           0
06 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 1Q             - REINSURANCE D
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX           0           0
02 1984            0        .000           0           0
03 1985            0        .000           0           0
04 1986            0        .000           0           0
05 1987            0        .000           0           0
06 TOTAL           0         XXX           0           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 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           0          
0           0
02 1984           11           6           5         136         
31           9
03 1985          481         205         276         901        
558          21
04 1986        1,632         612       1,020       1,230        
557          41
05 1987        1,159         479         680         407          
3          23
06 1988          656         251         405         251          
0          18
07 1989          323         131         192         172         
16          12
08 1990          318         151         167          81          
0           5
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL         XXX         XXX         XXX       3,178      
1,165         129

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           0           0           0           0        
XXX           0
02 1984            1           0           2         115          
5           0
03 1985            2           0          16         378         
25           0
04 1986            1           0          12         725          
9           0
05 1987            0           0           9         436          
4           0
06 1988            0           0           7         276          
0           0
07 1989            0           0           3         171          
0           0
08 1990            0           0           6          92          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           4           0          55       2,193        
XXX           0

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           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           0           0           0           0          
0           0

SCHEDULE P - PART 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           0           0           0           0          
0         XXX
02 1984            0           0           0           0          
0         147
03 1985            0           0           0           0          
0         938
04 1986            0           0           0           0          
0       1,283
05 1987            0           0           0           0          
0         439
06 1988            0           0           0           0          
0         276
07 1989            0           0           0           0          
0         187
08 1990            0           0           0           0          
0          92
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           0           0           0           0          
0         XXX

SCHEDULE P - PART 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           0
02 1984           32         115   1,336.364     533.333  
2,300.000           0
03 1985          560         378     195.010     273.171    
136.957           0
04 1986          558         725      78.615      91.176     
71.078           0
05 1987            3         436      37.877        .626     
64.118           0
06 1988            0         276      42.073        .000     
68.148           0
07 1989           16         171      57.895      12.214     
89.063           0
08 1990            0          92      28.931        .000     
55.090           0
09 1991            0           0        .000        .000       
.000           0
10 1992            0           0        .000        .000       
.000           0
11 1993            0           0        .000        .000       
.000           0
12 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 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           0           0
02 1984            0        .000           0           0
03 1985            0        .000           0           0
04 1986            0        .000           0           0
05 1987            0        .000           0           0
06 1988            0        .000           0           0
07 1989            0        .000           0           0
08 1990            0        .000           0           0
09 1991            0        .000           0           0
10 1992            0        .000           0           0
11 1993            0        .000           0           0
12 TOTAL           0         XXX           0           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
(000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS
EXPENSE PAYMENTS
YEARS IN        2           3           4                        
ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS   
EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6 
         7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT           
      DIRECT
LOSSES       ASSUMED                               AND        CEDED 
      AND
WERE INC                                         ASSUMED          
      ASSUMED
01 PRIOR         XXX         XXX         XXX           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL         XXX         XXX         XXX           0          
0           0

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1            LOSS AND LOSS EXPENSE PAYMENTS                   
LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12 
   CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS 
       13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED
- -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT
AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED 
    ASSUMED
01 PRIOR           0           0           0           0        
XXX           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           0           0           0           0        
XXX           0

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1   LOSSES UNPAID                          ALLOCATED LOSS
EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS    
  BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18 
        19
EARNED AND               DIRECT                  DIRECT           
      DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED 
      AND
WERE INC                 ASSUMED                 ASSUMED          
      ASSUMED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           0           0           0           0          
0           0

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1                      21          22          23          24 
 TOTAL LOSSES
YEARS IN  BULK + IBNR                                             
  & LOSS EXP
WHICH PRE-                                                NUMBER OF 
 INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS 
       25
EARNED AND               AND        LOSS      NET LOSSES
OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT
AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED 
    ASSUMED
01 PRIOR           0           0           0           0          
0         XXX
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991            0           0           0           0          
0           0
10 1992            0           0           0           0          
0           0
11 1993            0           0           0           0          
0           0
12 TOTAL           0           0           0           0          
0         XXX

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE 
DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)   
  TIME VALUE
WHICH PRE-                                                        
   OF MONEY
MIUMS WERE     26          27          28          29          30 
        31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET 
       LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX           0
02 1984            0           0        .000        .000       
.000           0
03 1985            0           0        .000        .000       
.000           0
04 1986            0           0        .000        .000       
.000           0
05 1987            0           0        .000        .000       
.000           0
06 1988            0           0        .000        .000       
.000           0
07 1989            0           0        .000        .000       
.000           0
08 1990            0           0        .000        .000       
.000           0
09 1991            0           0        .000        .000       
.000           0
10 1992            0           0        .000        .000       
.000           0
11 1993            0           0        .000        .000       
.000           0
12 TOTAL         XXX         XXX         XXX         XXX        
XXX           0

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX           0           0
02 1984            0        .000           0           0
03 1985            0        .000           0           0
04 1986            0        .000           0           0
05 1987            0        .000           0           0
06 1988            0        .000           0           0
07 1989            0        .000           0           0
08 1990            0        .000           0           0
09 1991            0        .000           0           0
10 1992            0        .000           0           0
11 1993            0        .000           0           0
12 TOTAL           0         XXX           0           0
NOTE:  FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR
ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 2A             - HOMEOWNERS/FARMOWNERS
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984          150         130         135         130        
130         130
03 1985          XXX         244         307         304        
304         304
04 1986          XXX         XXX         185         119        
119         119
05 1987          XXX         XXX         XXX           3          
3           3
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX
12 TOTAL

SCHEDULE P - PART 2A             - HOMEOWNERS/FARMOWNERS
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR          -3          -3          -3          -3          
0           0
02 1984          131         131         131         131          
0           0
03 1985          304         304         304         304          
0           0
04 1986          120         120         120         120          
0           0
05 1987            3           3           3           3          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            2           1           1           1          
0           0
09 1991          XXX           6           2           2          
0          -4
10 1992          XXX         XXX          36          28         
- -8         XXX
11 1993          XXX         XXX         XXX           8        
XXX         XXX
12 TOTAL                                                         
- -8          -4
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2B             - PRIVATE PASSENGER AUTO
LIABILITY/MEDICAL
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR      14,016      21,432      24,275      29,362     
29,756      27,603
02 1984       70,588      83,887      87,356      91,948     
91,442      91,177
03 1985          XXX      68,304      67,846      71,888     
72,012      72,073
04 1986          XXX         XXX      54,814      54,727     
55,383      55,016
05 1987          XXX         XXX         XXX      83,852     
87,722      88,023
06 1988          XXX         XXX         XXX         XXX    
110,344     108,534
07 1989          XXX         XXX         XXX         XXX        
XXX     129,439
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX
12 TOTAL

SCHEDULE P - PART 2B             - PRIVATE PASSENGER AUTO
LIABILITY/MEDICAL
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR      27,433      27,523      27,500      27,747        
247         224
02 1984       91,127      91,011      91,058      91,059          
1          48
03 1985       72,196      72,344      72,213      72,920        
707         576
04 1986       54,532      54,648      54,546      54,512        
- -34        -136
05 1987       87,658      87,724      88,042      87,901       
- -141         177
06 1988      110,588     110,806     110,622     110,487       
- -135        -319
07 1989      123,399     125,356     124,035     123,699       
- -336      -1,657
08 1990      170,948     164,705     167,405     168,013        
608       3,308
09 1991          XXX     273,134     260,998     261,075         
77     -12,059
10 1992          XXX         XXX     330,177     314,900    
- -15,277         XXX
11 1993          XXX         XXX         XXX     408,167        
XXX         XXX
12 TOTAL                                                    
- -14,283      -9,838
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2C             - COMMERCIAL AUTO/TRUCK
LIABILITY/MEDICAL
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR       1,505       1,734       1,805       1,862      
1,892       1,962
02 1984        2,871       3,472       3,507       3,830      
3,811       2,892
03 1985          XXX       2,855       2,790       3,019      
3,023       1,894
04 1986          XXX         XXX       1,782       1,953      
1,899       1,146
05 1987          XXX         XXX         XXX       4,798      
4,756       3,141
06 1988          XXX         XXX         XXX         XXX      
5,899       4,575
07 1989          XXX         XXX         XXX         XXX        
XXX       5,395
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX
12 TOTAL

SCHEDULE P - PART 2C             - COMMERCIAL AUTO/TRUCK
LIABILITY/MEDICAL
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR       2,743       2,737       2,803       2,759        
- -44          22
02 1984        2,912       2,835       2,838       2,815        
- -23         -20
03 1985        1,923       1,793       1,792       1,792          
0          -1
04 1986        1,070       1,379       1,101       1,093         
- -8        -286
05 1987        3,249       3,000       2,978       2,970         
- -8         -30
06 1988        4,968       4,846       4,726       4,749         
23         -97
07 1989        5,408       5,529       5,527       5,763        
236         234
08 1990        7,540       6,848       7,144       7,664        
520         816
09 1991          XXX       7,084       7,639       7,763        
124         679
10 1992          XXX         XXX       7,696       7,041       
- -655         XXX
11 1993          XXX         XXX         XXX      10,699        
XXX         XXX
12 TOTAL                                                        
165       1,317
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2D             - WORKERS' COMPENSATION
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR      62,094      46,310      40,660      36,844     
39,151      41,252
02 1984       57,716      60,438      54,382      54,372     
50,561      53,647
03 1985          XXX      69,310      80,175      80,250     
75,611      78,612
04 1986          XXX         XXX     104,600     111,647    
108,666     111,982
05 1987          XXX         XXX         XXX     145,390    
131,617     131,679
06 1988          XXX         XXX         XXX         XXX    
160,365     156,541
07 1989          XXX         XXX         XXX         XXX        
XXX     172,326
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX
12 TOTAL

SCHEDULE P - PART 2D             - WORKERS' COMPENSATION
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR      41,764      40,908      40,904      41,653        
749         745
02 1984       53,279      53,464      54,030      54,068         
38         604
03 1985       77,518      79,339      80,023      80,232        
209         893
04 1986      108,309     109,352     109,354     110,011        
657         659
05 1987      120,814     119,364     120,494     120,159       
- -335         795
06 1988      153,615     141,133     136,082     134,238     
- -1,844      -6,895
07 1989      187,969     174,457     168,268     163,809     
- -4,459     -10,648
08 1990      209,512     232,976     224,789     216,044     
- -8,745     -16,932
09 1991          XXX     211,992     238,574     234,271     
- -4,303      22,279
10 1992          XXX         XXX     234,957     231,720     
- -3,237         XXX
11 1993          XXX         XXX         XXX     257,841        
XXX         XXX
12 TOTAL                                                    
- -21,270      -8,500
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2E             - COMMERICAL MULTIPLE PERIL
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         673         909       1,141         885        
943         997
02 1984            1           1           1           1          
1           1
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX
12 TOTAL

SCHEDULE P - PART 2E             - COMMERICAL MULTIPLE PERIL
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR       1,054       1,070       1,206       1,061       
- -145          -9
02 1984            1           1           1           1          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991          XXX           0           0           0          
0           0
10 1992          XXX         XXX           0           0          
0         XXX
11 1993          XXX         XXX         XXX           0        
XXX         XXX
12 TOTAL                                                       
- -145          -9
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984           13           0           0           0          
0           0
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX
12 TOTAL

SCHEDULE P - PART 2F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991          XXX           0           0           0          
0           0
10 1992          XXX         XXX           0           0          
0         XXX
11 1993          XXX         XXX         XXX           0        
XXX         XXX
12 TOTAL                                                          
0           0
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS
MADE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX
12 TOTAL

SCHEDULE P - PART 2F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS
MADE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991          XXX           0           0           0          
0           0
10 1992          XXX         XXX           0           0          
0         XXX
11 1993          XXX         XXX         XXX           0        
XXX         XXX
12 TOTAL                                                          
0           0
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2G             - SPECIAL LIABILITY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         267         352         341         360        
345         319
02 1984           81          67          69          73         
72          63
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX          33
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX
12 TOTAL

SCHEDULE P - PART 2G             - SPECIAL LIABILITY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         321         321         321         321          
0           0
02 1984           64          64          64          64          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989           32          32          32          32          
0           0
08 1990           75          88          79          76         
- -3         -12
09 1991          XXX         154         127         126         
- -1         -28
10 1992          XXX         XXX         400         320          
0         XXX
11 1993          XXX         XXX         XXX         287        
XXX         XXX
12 TOTAL                                                         
- -4         -40
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR       1,948       3,388       3,882       3,931      
4,890       5,130
02 1984          552       1,109       1,071       1,807      
3,095       2,666
03 1985          XXX         874         837         931        
811       1,071
04 1986          XXX         XXX       3,472       3,139      
3,079       2,289
05 1987          XXX         XXX         XXX       1,668      
1,692       1,648
06 1988          XXX         XXX         XXX         XXX        
862         854
07 1989          XXX         XXX         XXX         XXX        
XXX         408
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX
12 TOTAL

SCHEDULE P - PART 2H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR       5,140       5,409       6,448       8,242      
1,794       2,833
02 1984        2,679       2,991       2,683       3,975      
1,292         984
03 1985        1,134       1,134       1,134       1,134          
0           0
04 1986        2,185       2,185       2,185       2,185          
0           0
05 1987        1,548       1,548       1,548       1,548          
0           0
06 1988          886         886         886         886          
0           0
07 1989          406         406         406         406          
0           0
08 1990          368         368         368         368          
0           0
09 1991          XXX           0           0           0          
0           0
10 1992          XXX         XXX           0           0          
0         XXX
11 1993          XXX         XXX         XXX           0        
XXX         XXX
12 TOTAL                                                      
3,086       3,817
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX
12 TOTAL

SCHEDULE P - PART 2H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991          XXX           0           0           0          
0           0
10 1992          XXX         XXX           0           0          
0         XXX
11 1993          XXX         XXX         XXX           0        
XXX         XXX
12 TOTAL                                                          
0           0
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2I             - SPECIAL PROPERTY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX         XXX
02 1992          XXX         XXX         XXX         XXX        
XXX         XXX
03 1993          XXX         XXX         XXX         XXX        
XXX         XXX
04 TOTAL

SCHEDULE P - PART 2I             - SPECIAL PROPERTY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX           0           0           0          
0           0
02 1992          XXX         XXX           0           0          
0         XXX
03 1993          XXX         XXX         XXX           0        
XXX         XXX
04 TOTAL                                                          
0           0
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2J             - AUTO PHYSICAL DAMAGE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX         XXX
02 1992          XXX         XXX         XXX         XXX        
XXX         XXX
03 1993          XXX         XXX         XXX         XXX        
XXX         XXX
04 TOTAL

SCHEDULE P - PART 2J             - AUTO PHYSICAL DAMAGE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX      15,957       7,171       6,605       
- -566      -9,352
02 1992          XXX         XXX     119,828     111,165     
- -8,663         XXX
03 1993          XXX         XXX         XXX     165,885        
XXX         XXX
04 TOTAL                                                     
- -9,229      -9,352
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2K             - FIDELITY, SURETY, FINANCIAL
GUARANTY, MORTGAG
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX         XXX
02 1992          XXX         XXX         XXX         XXX        
XXX         XXX
03 1993          XXX         XXX         XXX         XXX        
XXX         XXX
04 TOTAL

SCHEDULE P - PART 2K             - FIDELITY, SURETY, FINANCIAL
GUARANTY, MORTGAG
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX          23          11           8         
- -3         -15
02 1992          XXX         XXX           9           1         
- -8         XXX
03 1993          XXX         XXX         XXX           5        
XXX         XXX
04 TOTAL                                                        
- -11         -15
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2L             - OTHER (INCLUDING CREDIT,
ACCIDENT AND HEALTH)
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX         XXX
02 1992          XXX         XXX         XXX         XXX        
XXX         XXX
03 1993          XXX         XXX         XXX         XXX        
XXX         XXX
04 TOTAL

SCHEDULE P - PART 2L             - OTHER (INCLUDING CREDIT,
ACCIDENT AND HEALTH)
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX           0           0           0          
0           0
02 1992          XXX         XXX           0           0          
0         XXX
03 1993          XXX         XXX         XXX           0        
XXX         XXX
04 TOTAL                                                          
0           0
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2M             - INTERNATIONAL
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         180         229         233         249        
302         340
02 1984            0           0           0           0          
0           0
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX
12 TOTAL

SCHEDULE P - PART 2M             - INTERNATIONAL
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         352         352         352         352          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991          XXX           0           0           0          
0           0
10 1992          XXX         XXX           0           0          
0         XXX
11 1993          XXX         XXX         XXX           0        
XXX         XXX
12 TOTAL                                                          
0           0
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2N             - REINSURANCE A
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX          
0           0
02 1989          XXX         XXX         XXX         XXX        
XXX           0
03 1990          XXX         XXX         XXX         XXX        
XXX         XXX
04 1991          XXX         XXX         XXX         XXX        
XXX         XXX
05 1992          XXX         XXX         XXX         XXX        
XXX         XXX
06 1993          XXX         XXX         XXX         XXX        
XXX         XXX
07 TOTAL

SCHEDULE P - PART 2N             - REINSURANCE A
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 1988            0           0           0           0          
0           0
02 1989            0           0           0           0          
0           0
03 1990            0           0           0           0          
0           0
04 1991          XXX           0           0           0          
0           0
05 1992          XXX         XXX       8,744       8,794          
0         XXX
06 1993          XXX         XXX         XXX       9,147        
XXX         XXX
07 TOTAL                                                          
0           0
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2O             - REINSURANCE B
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX          
0           0
02 1989          XXX         XXX         XXX         XXX        
XXX           0
03 1990          XXX         XXX         XXX         XXX        
XXX         XXX
04 1991          XXX         XXX         XXX         XXX        
XXX         XXX
05 1992          XXX         XXX         XXX         XXX        
XXX         XXX
06 1993          XXX         XXX         XXX         XXX        
XXX         XXX
07 TOTAL

SCHEDULE P - PART 2O             - REINSURANCE B
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 1988            0           0           0           0          
0           0
02 1989            0           0           0           0          
0           0
03 1990          851         851         928         953          
0         102
04 1991          XXX       1,734       1,747       1,794          
0          60
05 1992          XXX         XXX       1,305       1,348          
0         XXX
06 1993          XXX         XXX         XXX       1,437        
XXX         XXX
07 TOTAL                                                          
0         162
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2P             - REINSURANCE C
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX          
0           0
02 1989          XXX         XXX         XXX         XXX        
XXX           0
03 1990          XXX         XXX         XXX         XXX        
XXX         XXX
04 1991          XXX         XXX         XXX         XXX        
XXX         XXX
05 1992          XXX         XXX         XXX         XXX        
XXX         XXX
06 1993          XXX         XXX         XXX         XXX        
XXX         XXX
07 TOTAL

SCHEDULE P - PART 2P             - REINSURANCE C
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 1988            0           0           0           0          
0           0
02 1989            0           0           0           0          
0           0
03 1990            0           0           0           0          
0           0
04 1991          XXX           0           0           0          
0           0
05 1992          XXX         XXX           0           0          
0         XXX
06 1993          XXX         XXX         XXX           0        
XXX         XXX
07 TOTAL                                                          
0           0
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2Q             - REINSURANCE D
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR          41          55          53         121        
124         151
02 1984            0           0           0           0          
0           0
03 1985          XXX         105         105         120        
174         213
04 1986          XXX         XXX         189         179        
263         282
05 1987          XXX         XXX         XXX           0          
0           0
06 TOTAL

SCHEDULE P - PART 2Q             - REINSURANCE D
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         162         162         162         162          
0           0
02 1984            0           0           0           0          
0           0
03 1985          216         216         216         216          
0           0
04 1986          293         293         293         293          
0           0
05 1987            6           6           6           6          
0           0
06 TOTAL                                                          
0           0
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         280         397         443         558        
627         823
02 1984           12          12           1           5         
56         138
03 1985          XXX         150         139         112        
157         330
04 1986          XXX         XXX         811         834        
858         799
05 1987          XXX         XXX         XXX         440        
421         423
06 1988          XXX         XXX         XXX         XXX        
253         268
07 1989          XXX         XXX         XXX         XXX        
XXX         145
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX
12 TOTAL

SCHEDULE P - PART 2R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         919         919         919         919          
0           0
02 1984          113         113         113         113          
0           0
03 1985          362         362         362         362          
0           0
04 1986          713         713         713         713          
0           0
05 1987          427         427         427         427          
0           0
06 1988          269         269         269         269          
0           0
07 1989          168         168         168         168          
0           0
08 1990           86          86          86          86          
0           0
09 1991          XXX           0           0           0          
0           0
10 1992          XXX         XXX           0           0          
0         XXX
11 1993          XXX         XXX         XXX           0        
XXX         XXX
12 TOTAL                                                          
0           0
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 2R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX
12 TOTAL

SCHEDULE P - PART 2R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993     ONE
YEAR    TWO YEAR
LOSSES WERE                                             
DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991          XXX           0           0           0          
0           0
10 1992          XXX         XXX           0           0          
0         XXX
11 1993          XXX         XXX         XXX           0        
XXX         XXX
12 TOTAL                                                          
0           0
 *REPORT RESERVES ONLY.  SUBSEQUENT DEVELOPMENT RELATES ONLY TO
SUBSEQUENT
  PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT)
OR ADVERSE.

SCHEDULE P - PART 3A             - HOMEOWNERS/FARMOWNERS
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984          123         126         130         130        
130         130
03 1985          XXX         150         271         304        
304         304
04 1986          XXX         XXX         113         119        
119         119
05 1987          XXX         XXX         XXX           3          
3           3
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3A             - HOMEOWNERS/FARMOWNERS
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR          -3          -3          -3          -3          
0           0
02 1984          131         131         131         131         
21           9
03 1985          304         304         304         304         
57          19
04 1986          120         120         120         120         
21          16
05 1987            3           3           3           3          
2           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           1           1           1          
1           0
09 1991          XXX           1           1           1          
1           0
10 1992          XXX         XXX          27          27          
1           0
11 1993          XXX         XXX         XXX           2          
1           0
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3B             - PRIVATE PASSENGER AUTO
LIABILITY/MEDICAL
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0      14,721      21,665      25,049     
26,729      27,127
02 1984       37,323      69,362      80,969      86,585     
89,004      90,768
03 1985          XXX      32,418      55,242      64,517     
68,759      71,055
04 1986          XXX         XXX      24,042      41,537     
49,775      52,715
05 1987          XXX         XXX         XXX      39,731     
69,965      79,722
06 1988          XXX         XXX         XXX         XXX     
50,453      85,918
07 1989          XXX         XXX         XXX         XXX        
XXX      56,777
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3B             - PRIVATE PASSENGER AUTO
LIABILITY/MEDICAL
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR      26,864      26,956      27,268      27,439         
45           0
02 1984       90,841      90,928      91,004      91,034     
39,732      10,153
03 1985       71,572      71,897      72,438      72,387     
30,514      10,890
04 1986       53,523      53,989      54,198      54,318     
33,929      14,978
05 1987       83,527      86,126      87,110      87,508     
35,995      15,298
06 1988       99,310     106,834     109,758     109,985     
45,285      18,090
07 1989       94,788     114,903     123,062     122,753     
56,878      23,358
08 1990       45,255     121,756     150,292     165,153     
73,297      31,220
09 1991          XXX     117,608     211,621     243,065     
94,106      43,972
10 1992          XXX         XXX     138,609     252,973    
105,725      51,544
11 1993          XXX         XXX         XXX     177,716     
91,522      51,959
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3C             - COMMERCIAL AUTO/TRUCK
LIABILITY/MEDICAL
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0         272         398         455        
479       2,692
02 1984        1,378       2,723       3,185       3,491      
3,639       2,840
03 1985          XXX       1,363       2,201       2,550      
2,764       1,832
04 1986          XXX         XXX         565       1,118      
1,400         857
05 1987          XXX         XXX         XXX       1,528      
3,028       2,294
06 1988          XXX         XXX         XXX         XXX      
1,834       2,092
07 1989          XXX         XXX         XXX         XXX        
XXX       1,052
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3C             - COMMERCIAL AUTO/TRUCK
LIABILITY/MEDICAL
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR       2,706       2,707       2,720       2,758          
0           0
02 1984        2,871       2,815       2,815       2,815        
436          45
03 1985        1,867       1,771       1,792       1,792        
839          84
04 1986          971       1,229       1,039       1,093        
299          31
05 1987        2,742       2,947       2,949       2,970        
631          68
06 1988        3,247       4,391       4,573       4,648        
800         101
07 1989        2,763       4,575       5,168       5,345        
953         142
08 1990        1,975       3,374       5,457       6,332      
1,098         328
09 1991          XXX       1,692       3,900       5,909      
1,201         550
10 1992          XXX         XXX       1,986       3,280      
1,233         528
11 1993          XXX         XXX         XXX       2,033        
900         373
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3D             - WORKERS' COMPENSATION
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0     -51,507      22,235      27,474     
31,179      33,203
02 1984       13,161     -11,621      38,697      44,952     
48,590      50,907
03 1985          XXX      14,574      38,720      54,836     
65,326      71,907
04 1986          XXX         XXX      22,442      49,581     
72,810      89,028
05 1987          XXX         XXX         XXX      23,579     
55,383      81,025
06 1988          XXX         XXX         XXX         XXX     
23,996      57,813
07 1989          XXX         XXX         XXX         XXX        
XXX      29,877
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3D             - WORKERS' COMPENSATION
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR      35,082      37,004      38,308      39,084     
17,217       1,382
02 1984       52,333      52,847      53,244      53,604     
20,037       1,616
03 1985       75,370      77,428      79,010      79,729     
24,553       2,166
04 1986       97,446     103,399     106,196     107,990     
29,977       2,708
05 1987       99,029     109,070     114,895     118,388     
31,921       2,913
06 1988       86,412     106,183     116,766     123,065     
31,045       2,712
07 1989       74,974     112,077     133,238     143,753     
33,789       3,037
08 1990       43,713     109,469     153,929     179,579     
36,599       4,311
09 1991          XXX      49,706     116,989     162,166     
32,487       3,576
10 1992          XXX         XXX      47,277     107,203     
30,993       3,259
11 1993          XXX         XXX         XXX      51,319     
23,421       2,317
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3E             - COMMERICAL MULTIPLE PERIL
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0         321         511         608        
682         743
02 1984            1           1           1           1          
1           1
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3E             - COMMERICAL MULTIPLE PERIL
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR         801         904         976       1,069          
0           0
02 1984            1           1           1           1          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991          XXX           0           0           0          
0           0
10 1992          XXX         XXX           0           0          
0           0
11 1993          XXX         XXX         XXX           0          
0           0
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991          XXX           0           0           0          
0           0
10 1992          XXX         XXX           0           0          
0           0
11 1993          XXX         XXX         XXX           0          
0           0
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS
MADE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS
MADE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991          XXX           0           0           0          
0           0
10 1992          XXX         XXX           0           0          
0           0
11 1993          XXX         XXX         XXX           0          
0           0
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3G             - SPECIAL LIABILITY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0         185         231         277        
287         289
02 1984           17          28          37          43         
46          47
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX          22
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3G             - SPECIAL LIABILITY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR         321         321         321         321        
XXX         XXX
02 1984           64          64          64          64        
XXX         XXX
03 1985            0           0           0           0        
XXX         XXX
04 1986            0           0           0           0        
XXX         XXX
05 1987            0           0           0           0        
XXX         XXX
06 1988            0           0           0           0        
XXX         XXX
07 1989           32          32          32          32        
XXX         XXX
08 1990           59          76          79          79        
XXX         XXX
09 1991          XXX         115         126         126        
XXX         XXX
10 1992          XXX         XXX         189         315        
XXX         XXX
11 1993          XXX         XXX         XXX         189        
XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0         665       1,004       1,696      
2,412       2,802
02 1984          395         851         952       1,043      
1,283       1,364
03 1985          XXX          20          60         122        
394         478
04 1986          XXX         XXX           0          79        
169         238
05 1987          XXX         XXX         XXX           0          
0         120
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR       3,564       3,702       3,719       3,904         
35          15
02 1984        1,520       1,539       1,554       1,558        
120           0
03 1985        1,134       1,134       1,134       1,134         
52           0
04 1986        2,185       2,185       2,185       2,185          
0           0
05 1987        1,548       1,548       1,548       1,548          
0           0
06 1988          886         886         886         886          
0           0
07 1989          406         406         406         406          
0           1
08 1990          368         368         368         368          
0           0
09 1991          XXX           0           0           0          
0           0
10 1992          XXX         XXX           0           0          
0           0
11 1993          XXX         XXX         XXX           0          
0           0
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991          XXX           0           0           0          
0           0
10 1992          XXX         XXX           0           0          
0           0
11 1993          XXX         XXX         XXX           0          
0           0
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3I             - SPECIAL PROPERTY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX         XXX
02 1992          XXX         XXX         XXX         XXX        
XXX         XXX
03 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3I             - SPECIAL PROPERTY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR         XXX           0           0           0        
XXX         XXX
02 1992          XXX         XXX           0           0        
XXX         XXX
03 1993          XXX         XXX         XXX           0        
XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3J             - AUTO PHYSICAL DAMAGE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX         XXX
02 1992          XXX         XXX         XXX         XXX        
XXX         XXX
03 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3J             - AUTO PHYSICAL DAMAGE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR         XXX           0       5,817       6,525    
173,623      60,092
02 1992          XXX         XXX     100,536     109,266     
65,965      27,614
03 1993          XXX         XXX         XXX     136,250     
73,992      30,147
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3K             - FIDELITY, SURETY, FINANCIAL
GUARANTY, MORTGAG
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX         XXX
02 1992          XXX         XXX         XXX         XXX        
XXX         XXX
03 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3K             - FIDELITY, SURETY, FINANCIAL
GUARANTY, MORTGAG
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR         XXX           0          11           8        
XXX         XXX
02 1992          XXX         XXX           1           1        
XXX         XXX
03 1993          XXX         XXX         XXX           0        
XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3L             - OTHER (INCLUDING CREDIT,
ACCIDENT AND HEALTH)
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX         XXX
02 1992          XXX         XXX         XXX         XXX        
XXX         XXX
03 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3L             - OTHER (INCLUDING CREDIT,
ACCIDENT AND HEALTH)
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR         XXX           0           0           0        
XXX         XXX
02 1992          XXX         XXX           0           0        
XXX         XXX
03 1993          XXX         XXX         XXX           0        
XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3M             - INTERNATIONAL
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0          62          80          87        
126         168
02 1984            0           0           0           0          
0           0
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3M             - INTERNATIONAL
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR         352         352         352         352        
XXX         XXX
02 1984            0           0           0           0        
XXX         XXX
03 1985            0           0           0           0        
XXX         XXX
04 1986            0           0           0           0        
XXX         XXX
05 1987            0           0           0           0        
XXX         XXX
06 1988            0           0           0           0        
XXX         XXX
07 1989            0           0           0           0        
XXX         XXX
08 1990            0           0           0           0        
XXX         XXX
09 1991          XXX           0           0           0        
XXX         XXX
10 1992          XXX         XXX           0           0        
XXX         XXX
11 1993          XXX         XXX         XXX           0        
XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3N             - REINSURANCE A
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX          
0           0
02 1989          XXX         XXX         XXX         XXX        
XXX           0
03 1990          XXX         XXX         XXX         XXX        
XXX         XXX
04 1991          XXX         XXX         XXX         XXX        
XXX         XXX
05 1992          XXX         XXX         XXX         XXX        
XXX         XXX
06 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3N             - REINSURANCE A
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 1988            0           0           0           0        
XXX         XXX
02 1989            0           0           0           0        
XXX         XXX
03 1990            0           0           0           0        
XXX         XXX
04 1991          XXX           0           0           0        
XXX         XXX
05 1992          XXX         XXX           0       8,659        
XXX         XXX
06 1993          XXX         XXX         XXX       7,665        
XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3O             - REINSURANCE B
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX          
0           0
02 1989          XXX         XXX         XXX         XXX        
XXX           0
03 1990          XXX         XXX         XXX         XXX        
XXX         XXX
04 1991          XXX         XXX         XXX         XXX        
XXX         XXX
05 1992          XXX         XXX         XXX         XXX        
XXX         XXX
06 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3O             - REINSURANCE B
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 1988            0           0           0           0        
XXX         XXX
02 1989            0           0           0           0        
XXX         XXX
03 1990            0           0           0         953        
XXX         XXX
04 1991          XXX           0           0       1,794        
XXX         XXX
05 1992          XXX         XXX           0       1,348        
XXX         XXX
06 1993          XXX         XXX         XXX       1,437        
XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3P             - REINSURANCE C
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX          
0           0
02 1989          XXX         XXX         XXX         XXX        
XXX           0
03 1990          XXX         XXX         XXX         XXX        
XXX         XXX
04 1991          XXX         XXX         XXX         XXX        
XXX         XXX
05 1992          XXX         XXX         XXX         XXX        
XXX         XXX
06 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3P             - REINSURANCE C
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 1988            0           0           0           0        
XXX         XXX
02 1989            0           0           0           0        
XXX         XXX
03 1990            0           0           0           0        
XXX         XXX
04 1991          XXX           0           0           0        
XXX         XXX
05 1992          XXX         XXX           0           0        
XXX         XXX
06 1993          XXX         XXX         XXX           0        
XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3Q             - REINSURANCE D
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0           8          13          18         
19          31
02 1984            0           0           0           0          
0           0
03 1985          XXX           0          19          46         
62          81
04 1986          XXX         XXX           0          29         
44          63
05 1987          XXX         XXX         XXX           0          
0           0

SCHEDULE P - PART 3Q             - REINSURANCE D
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR         162         162         162         162        
XXX         XXX
02 1984            0           0           0           0        
XXX         XXX
03 1985          216         216         216         216        
XXX         XXX
04 1986          293         293         293         293        
XXX         XXX
05 1987            6           6           6           6        
XXX         XXX
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0         178         252         342        
425         504
02 1984            0           0          -3          -1          
0           1
03 1985          XXX           0         -23           9         
20          29
04 1986          XXX         XXX           0           0          
9          69
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           2
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR         919         919         919         919          
0           0
02 1984          113         113         113         113          
0           0
03 1985          362         362         362         362          
0           0
04 1986          713         713         713         713          
0           0
05 1987          427         427         427         427          
0           0
06 1988          269         269         269         269          
0           0
07 1989          168         168         168         168          
0           0
08 1990           86          86          86          86          
0           0
09 1991          XXX           0           0           0          
0           0
10 1992          XXX         XXX           0           0          
0           0
11 1993          XXX         XXX         XXX           0          
0           0
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 3R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
YEARS            8           9          10          11          12 
        13
IN WHICH       1990        1991        1992        1993   NUMBER OF 
 NUMBER OF
LOSSES WERE                                              CLMS
CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS
WITHOUT LOSS
                                                           PAYMENT 
   PAYMENT
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985            0           0           0           0          
0           0
04 1986            0           0           0           0          
0           0
05 1987            0           0           0           0          
0           0
06 1988            0           0           0           0          
0           0
07 1989            0           0           0           0          
0           0
08 1990            0           0           0           0          
0           0
09 1991          XXX           0           0           0          
0           0
10 1992          XXX         XXX           0           0          
0           0
11 1993          XXX         XXX         XXX           0          
0           0
NOTE:  NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 4A             - HOMEOWNERS/FARMOWNERS
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984           21           0           0           0          
0           0
03 1985          XXX          59           0           0          
0           0
04 1986          XXX         XXX          63           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4A             - HOMEOWNERS/FARMOWNERS
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0
02 1984            0           0           0           0
03 1985            0           0           0           0
04 1986            0           0           0           0
05 1987            0           0           0           0
06 1988            0           0           0           0
07 1989            0           0           0           0
08 1990            0           0           0           0
09 1991          XXX           5           1           1
10 1992          XXX         XXX           9           1
11 1993          XXX         XXX         XXX           6

SCHEDULE P - PART 4B             - PRIVATE PASSENGER AUTO
LIABILITY/MEDICAL
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         235       1,243         115       2,365      
2,497          54
02 1984        7,722       3,867         730       2,694      
1,052          29
03 1985          XXX      10,082       1,386       2,545      
1,083          35
04 1986          XXX         XXX       7,855       1,665      
1,060         263
05 1987          XXX         XXX         XXX      12,485      
4,147       1,847
06 1988          XXX         XXX         XXX         XXX     
20,331       3,309
07 1989          XXX         XXX         XXX         XXX        
XXX      24,960
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4B             - PRIVATE PASSENGER AUTO
LIABILITY/MEDICAL
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR          14           8           4           5
02 1984           14           7           3           4
03 1985           24           3           6          76
04 1986           35          14           3           0
05 1987          384          45          35          10
06 1988        1,349         544         127          19
07 1989        3,310       1,364         533         132
08 1990       41,254       7,072       1,712         408
09 1991          XXX      46,323      10,056       2,202
10 1992          XXX         XXX      59,410      14,930
11 1993          XXX         XXX         XXX      71,504

SCHEDULE P - PART 4C             - COMMERCIAL AUTO/TRUCK
LIABILITY/MEDICAL
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           3          23           4          64         
71           7
02 1984        1,365         100          22          84         
33          15
03 1985          XXX         542         140         256        
116          26
04 1986          XXX         XXX         424         263        
188         134
05 1987          XXX         XXX         XXX         776        
486         306
06 1988          XXX         XXX         XXX         XXX        
711         699
07 1989          XXX         XXX         XXX         XXX        
XXX       1,664
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4C             - COMMERCIAL AUTO/TRUCK
LIABILITY/MEDICAL
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR           2           2           6           0
02 1984           20           0           0           0
03 1985           42           0           0           0
04 1986           32          52          15           0
05 1987          318          17           4           0
06 1988          464         113          35          16
07 1989          837         414         109          74
08 1990        2,222       1,083         537         275
09 1991          XXX       1,861       1,344         534
10 1992          XXX         XXX       2,381       1,522
11 1993          XXX         XXX         XXX       3,626

SCHEDULE P - PART 4D             - WORKERS' COMPENSATION
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR      17,823       9,230       2,085       1,805        
628         739
02 1984       11,781       8,483       2,108       1,616        
941       1,031
03 1985          XXX      11,243       5,058       4,561      
2,186       1,897
04 1986          XXX         XXX      12,033      10,362      
5,668       5,262
05 1987          XXX         XXX         XXX      29,130      
9,394       8,735
06 1988          XXX         XXX         XXX         XXX     
37,532      16,490
07 1989          XXX         XXX         XXX         XXX        
XXX      37,036
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4D             - WORKERS' COMPENSATION
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR         929         639         291         699
02 1984          637         300         131          60
03 1985        1,128         757         440          83
04 1986        2,947       1,580         818         336
05 1987        6,276       2,508       1,728         470
06 1988       13,231       6,679       3,653       1,668
07 1989       21,197      11,753       7,114       3,164
08 1990       34,825      20,600      12,258       5,833
09 1991          XXX      31,028      17,469      10,819
10 1992          XXX         XXX      44,120      34,386
11 1993          XXX         XXX         XXX      62,287

SCHEDULE P - PART 4E             - COMMERICAL MULTIPLE PERIL
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4E             - COMMERICAL MULTIPLE PERIL
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0
02 1984            0           0           0           0
03 1985            0           0           0           0
04 1986            0           0           0           0
05 1987            0           0           0           0
06 1988            0           0           0           0
07 1989            0           0           0           0
08 1990            0           0           0           0
09 1991          XXX           0           0           0
10 1992          XXX         XXX           0           0
11 1993          XXX         XXX         XXX           0

SCHEDULE P - PART 4F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984           13           0           0           0          
0           0
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0
02 1984            0           0           0           0
03 1985            0           0           0           0
04 1986            0           0           0           0
05 1987            0           0           0           0
06 1988            0           0           0           0
07 1989            0           0           0           0
08 1990            0           0           0           0
09 1991          XXX           0           0           0
10 1992          XXX         XXX           0           0
11 1993          XXX         XXX         XXX           0

SCHEDULE P - PART 4F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS
MADE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS
MADE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0
02 1984            0           0           0           0
03 1985            0           0           0           0
04 1986            0           0           0           0
05 1987            0           0           0           0
06 1988            0           0           0           0
07 1989            0           0           0           0
08 1990            0           0           0           0
09 1991          XXX           0           0           0
10 1992          XXX         XXX           0           0
11 1993          XXX         XXX         XXX           0

SCHEDULE P - PART 4G             - SPECIAL LIABILITY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR          15          53          31          25         
47          20
02 1984           28          10          16          11         
15           5
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4G             - SPECIAL LIABILITY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0
02 1984            0           0           0           0
03 1985            0           0           0           0
04 1986            0           0           0           0
05 1987            0           0           0           0
06 1988            0           0           0           0
07 1989            0           0           0           0
08 1990            2           2           0           0
09 1991          XXX          21           1           0
10 1992          XXX         XXX          57           5
11 1993          XXX         XXX         XXX          54

SCHEDULE P - PART 4H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         401         438         310         274        
584       1,024
02 1984           98         108          51         562      
1,023         943
03 1985          XXX         651         444         392        
239         496
04 1986          XXX         XXX       3,294       2,796      
2,650       1,782
05 1987          XXX         XXX         XXX       1,621      
1,446       1,350
06 1988          XXX         XXX         XXX         XXX        
861         854
07 1989          XXX         XXX         XXX         XXX        
XXX         408
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR         535         842       1,801       2,503
02 1984          906       1,323       1,051       1,270
03 1985            0           0           0           0
04 1986            0           0           0           0
05 1987            0           0           0           0
06 1988            0           0           0           0
07 1989            0           0           0           0
08 1990            0           0           0           0
09 1991          XXX           0           0           0
10 1992          XXX         XXX           0           0
11 1993          XXX         XXX         XXX           0

SCHEDULE P - PART 4H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0
02 1984            0           0           0           0
03 1985            0           0           0           0
04 1986            0           0           0           0
05 1987            0           0           0           0
06 1988            0           0           0           0
07 1989            0           0           0           0
08 1990            0           0           0           0
09 1991          XXX           0           0           0
10 1992          XXX         XXX           0           0
11 1993          XXX         XXX         XXX           0

SCHEDULE P - PART 4I             - SPECIAL PROPERTY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX         XXX
02 1992          XXX         XXX         XXX         XXX        
XXX         XXX
03 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4I             - SPECIAL PROPERTY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR         XXX           0           0           0
02 1992          XXX         XXX           0           0
03 1993          XXX         XXX         XXX           0

SCHEDULE P - PART 4J             - AUTO PHYSICAL DAMAGE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX         XXX
02 1992          XXX         XXX         XXX         XXX        
XXX         XXX
03 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4J             - AUTO PHYSICAL DAMAGE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR         XXX       8,104         588         302
02 1992          XXX         XXX       8,704       2,001
03 1993          XXX         XXX         XXX      12,988

SCHEDULE P - PART 4K             - FIDELITY, SURETY, FINANCIAL
GUARANTY, MORTGAG
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX         XXX
02 1992          XXX         XXX         XXX         XXX        
XXX         XXX
03 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4K             - FIDELITY, SURETY, FINANCIAL
GUARANTY, MORTGAG
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR         XXX           7           0           0
02 1992          XXX         XXX           8           0
03 1993          XXX         XXX         XXX           5

SCHEDULE P - PART 4L             - OTHER (INCLUDING CREDIT,
ACCIDENT AND HEALTH)
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX        
XXX         XXX
02 1992          XXX         XXX         XXX         XXX        
XXX         XXX
03 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4L             - OTHER (INCLUDING CREDIT,
ACCIDENT AND HEALTH)
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR         XXX           0           0           0
02 1992          XXX         XXX           0           0
03 1993          XXX         XXX         XXX           0

SCHEDULE P - PART 4M             - INTERNATIONAL
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           9          35          14           3          
3           3
02 1984            0           0           0           0          
0           0
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4M             - INTERNATIONAL
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0
02 1984            0           0           0           0
03 1985            0           0           0           0
04 1986            0           0           0           0
05 1987            0           0           0           0
06 1988            0           0           0           0
07 1989            0           0           0           0
08 1990            0           0           0           0
09 1991          XXX           0           0           0
10 1992          XXX         XXX           0           0
11 1993          XXX         XXX         XXX           0

SCHEDULE P - PART 4N             - REINSURANCE A
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX          
0           0
02 1989          XXX         XXX         XXX         XXX        
XXX           0
03 1990          XXX         XXX         XXX         XXX        
XXX         XXX
04 1991          XXX         XXX         XXX         XXX        
XXX         XXX
05 1992          XXX         XXX         XXX         XXX        
XXX         XXX
06 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4N             - REINSURANCE A
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990          851         851         928           0
04 1991          XXX       1,447       1,460           0
05 1992          XXX         XXX       3,501         135
06 1993          XXX         XXX         XXX       1,482

SCHEDULE P - PART 4O             - REINSURANCE B
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX          
0           0
02 1989          XXX         XXX         XXX         XXX        
XXX           0
03 1990          XXX         XXX         XXX         XXX        
XXX         XXX
04 1991          XXX         XXX         XXX         XXX        
XXX         XXX
05 1992          XXX         XXX         XXX         XXX        
XXX         XXX
06 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4O             - REINSURANCE B
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991          XXX           0           0           0
05 1992          XXX         XXX           0           0
06 1993          XXX         XXX         XXX           0

SCHEDULE P - PART 4P             - REINSURANCE C
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 1988          XXX         XXX         XXX         XXX          
0           0
02 1989          XXX         XXX         XXX         XXX        
XXX           0
03 1990          XXX         XXX         XXX         XXX        
XXX         XXX
04 1991          XXX         XXX         XXX         XXX        
XXX         XXX
05 1992          XXX         XXX         XXX         XXX        
XXX         XXX
06 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4P             - REINSURANCE C
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991          XXX           0           0           0
05 1992          XXX         XXX           0           0
06 1993          XXX         XXX         XXX           0

SCHEDULE P - PART 4Q             - REINSURANCE D
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           6           7           6          25         
25          27
02 1984            0           0           0           0          
0           0
03 1985          XXX          86          15           0          
0           0
04 1986          XXX         XXX         150          93         
99          96
05 1987          XXX         XXX         XXX           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       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0
02 1984            0           0           0           0
03 1985            0           0           0           0
04 1986            0           0           0           0
05 1987            0           0           0           0

SCHEDULE P - PART 4R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR          91          99          16          21         
44         141
02 1984           12          12           0           3          
8          40
03 1985          XXX         149         107          89         
69         153
04 1986          XXX         XXX         807         756        
765         519
05 1987          XXX         XXX         XXX         439        
417         398
06 1988          XXX         XXX         XXX         XXX        
248         257
07 1989          XXX         XXX         XXX         XXX        
XXX         120
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0
02 1984            0           0           0           0
03 1985            0           0           0           0
04 1986            0           0           0           0
05 1987            0           0           0           0
06 1988            0           0           0           0
07 1989            0           0           0           0
08 1990            0           0           0           0
09 1991          XXX           0           0           0
10 1992          XXX         XXX           0           0
11 1993          XXX         XXX         XXX           0

SCHEDULE P - PART 4R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6 
         7
IN WHICH       1984        1985        1986        1987        1988 
      1989
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0          
0           0
02 1984            0           0           0           0          
0           0
03 1985          XXX           0           0           0          
0           0
04 1986          XXX         XXX           0           0          
0           0
05 1987          XXX         XXX         XXX           0          
0           0
06 1988          XXX         XXX         XXX         XXX          
0           0
07 1989          XXX         XXX         XXX         XXX        
XXX           0
08 1990          XXX         XXX         XXX         XXX        
XXX         XXX
09 1991          XXX         XXX         XXX         XXX        
XXX         XXX
10 1992          XXX         XXX         XXX         XXX        
XXX         XXX
11 1993          XXX         XXX         XXX         XXX        
XXX         XXX

SCHEDULE P - PART 4R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES &
ALLOCATED EXPENSES
                            AT YEAR END (000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1990        1991        1992        1993
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0
02 1984            0           0           0           0
03 1985            0           0           0           0
04 1986            0           0           0           0
05 1987            0           0           0           0
06 1988            0           0           0           0
07 1989            0           0           0           0
08 1990            0           0           0           0
09 1991          XXX           0           0           0
10 1992          XXX         XXX           0           0
11 1993          XXX         XXX         XXX           0
SCHEDULE P INTERROGATORIES
1.  COMPUTATION OF EXCESS STATUTORY RESERVES OVER STATEMENT
RESERVES.
    (A) AUTO LIABILITY (PRIVATE PASSENGER AND COMMERCIAL)
1993           0  60.000% 1992           0  60.000% 1991          
0  60.000%
                                                    TOTAL         
0
    (B) OTHER LIABILITY AND PRODUCTS LIABILITY
1993           0    .000% 1992           0    .000% 1991          
0    .000%
                                                    TOTAL         
0
    (C) MEDICAL MALPRACTICE
1993           0    .000% 1992           0    .000% 1991          
0    .000%
                                                    TOTAL         
0
    (D) WORKERS' COMPENSATION
1993           0    .000% 1992           0    .000% 1991          
0    .000%
                                                    TOTAL         
0
    (E) CREDIT
                                                    TOTAL         
0
    (F) ALL LINES TOTAL
                                                    TOTAL         
0
2.  WHAT IS THE EXTENDED LOSS AND EXPENSE RESERVE - DIRECT AND
ASSUMED?
YEARS IN WHICH              1                      2              
       3
PREMIUMS WERE            MEDICAL                 OTHER            
   PRODUCTS
EARNED AND             MALPRACTICE             LIABILITY          
   LIABILITY
LOSSES INCURRED
(A)  1987                        0                      0         
            0
(B)  1988                        0                      0         
            0
(C)  1989                        0                      0         
            0
(D)  1990                        0                      0         
            0
(E)  1991                        0                      0         
            0
(F)  1992                        0                      0         
            0
(G)  1993                        0                      0         
            0
(H)  TOTALS                      0                      0         
            0
3.  THE TERM "LOSS EXPENSE" INCLUDES ALL PAYMENTS FOR LEGAL
EXPENSES, INCLUDING
    ATTORNEY'S AND WITNESS FEES AND COURT COSTS, SALARIES AND
EXPENSES OF INVESTIGATORS, ADJUSTORS AND FIELD MEN, RENTS,
STATIONERY, TELEGRAPH AND TELEPHONE CHARGES, POSTAGE, SALARIES AND
EXPENSES OF OFFICE EMPLOYEES, HOME OFFICE EXPENSES AND ALL OTHER
PAYMENTS UNDER OR ON ACCOUNT OF SUCH INJURIES,
    WHETHER THE PAYMENTS ARE ALLOCATED TO SPECIFIC CLAIMS OR ARE
UNALLOCATED.
    ARE THEY SO REPORTED IN THIS STATEMENT?  ANSWER:            YES
(X)   NO ( )
4.  THE UNALLOCATED LOSS EXPENSE PAYMENTS PAID DURING THE MOST
RECENT CALENDAR YEAR SHOULD BE DISTRIBUTED TO THE VARIOUS YEARS IN
WHICH LOSSES WERE INCURRED AS FOLLOWS:  (1) 45% TO THE MOST RECENT
YEAR, (2) 5% TO THE NEXT MOST RECENT YEAR, AND (3) THE BALANCE TO
ALL YEARS, INCLUDING THE MOST RECENT, IN PROPORTION TO THE AMOUNT
OF LOSS PAYMENTS PAID FOR EACH YEAR DURING THE MOST RECENT CALENDAR
YEAR.  IF THE DISTRIBUTION IN (1) OR (2) PRODUCES AN ACCUMULATED
DISTRIBUTION TO SUCH YEAR IN EXCESS OF 10% OF THE PREMIUMS EARNED
FOR SUCH YEAR, DISREGARDING ALL DISTRIBUTIONS MADE UNDER (3), SUCH
ACCUMULATED DISTRIBUTION SHOULD BE LIMITED TO 10% OF PREMIUMS
EARNED AND THE BALANCE DISTRIBUTED IN ACCORDANCE WITH (3). ARE THEY
SO REPORTED IN THIS STATEMENT?  ANSWER:         YES (X)   NO ( )
5.  DO ANY LINES IN SCHEDULE P INCLUDE RESERVES WHICH ARE REPORTED
GROSS OF ANY DISCOUNT TO PRESENT VALUE OF FUTURE PAYMENTS, BUT ARE
REPORTED NET OF SUCH DISCOUNTS ON PAGE 10?                        
              YES ( )   NO (X)
    IF YES, PROPER REPORTING MUST BE MADE IN THE NOTES TO FINANCIAL
STATEMENTS, AS SPECIFIED IN THE INSTRUCTIONS.  ALSO, THE DISCOUNTS
MUST BE REPORTED IN SCHEDULE P - PART 1, COLUMNS 31 AND 32.
    SCHEDULE P MUST BE COMPLETED GROSS OF NON-TABULAR DISCOUNTING. 
WORK PAPERS RELATING TO DISCOUNT CALCULATIONS MUST BE AVAILABLE FOR
EXAMINATION UPON REQUEST.
    DISCOUNTING IS ALLOWED ONLY IF EXPRESSLY PERMITTED BY THE STATE
INSURANCE DEPARTMENT TO WHICH THIS ANNUAL STATEMENT IS BEING FILED.
6.  WHAT WERE THE NET PREMIUMS IN FORCE AT THE END OF THE YEAR FOR:
    (IN THOUSANDS OF DOLLARS)              (A) FIDELITY         0
                                           (B) SURETY           2
7.  CLAIM COUNT INFORMATION IS REPORTED (CHECK ONE).  (A) PER CLAIM 
   X 
    IF NOT THE SAME IN ALL YEARS, EXPLAIN IN QUESTION 8. (B) PER
CLAIMANT  X 
8.  THE INFORMATION PROVIDED IN SCHEDULE P WILL BE USED BY MANY
PERSONS TO ESTIMATE THE ADEQUACY OF THE CURRENT LOSS AND EXPENSE
RESERVES, AMONG OTHER THINGS.  ARE THERE ANY ESPECIALLY SIGNIFICANT
EVENTS, COVERAGE, RETENTION OR ACCOUNTING CHANGES WHICH HAVE
OCCURRED WHICH MUST BE CONSIDERED WHEN MAKING  SUCH ANALYSES (AN
EXTENDED STATEMEMT MAY BE ATTACHED).  Not applicable



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