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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Home State Holdings, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
437368 10 3
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(CUSIP Number)
Nancy Hasley Corbett, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 1997
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 437368 10 3 13D PAGE 2 OF 13 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Swiss Reinsurance America Corporation
IRS Employer's Identification No: 13-1675535
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF
1,400,000 shares of Common Stock
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0 shares of Common Stock
OWNED BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
1,400,000 shares of Common Stock
REPORTING --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
0 shares of Common Stock
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,400,000 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%**
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14 TYPE OF REPORTING PERSON*
IC, CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Based on 5,660,000 shares of Common Stock outstanding as of
November 13, 1997.
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CUSIP NO. 437368 10 3 13D PAGE 3 OF 13 PAGES
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The statement on Schedule 13D (the "Schedule 13D") filed with the
Securities and Exchange Commission (the "Commission") on October 11, 1996 by
Swiss Reinsurance America Corporation (the "Company") is hereby amended by this
Amendment No. 1 to the Schedule 13D. Unless otherwise indicated, all capitalized
terms used herein have the meanings ascribed to them in the Schedule 13D.
Item 2. Identity and Background
Appendix A to Item 2 is hereby amended and restated in its entirety by
Appendix A attached hereto. Appendix A sets forth information concerning (i) the
executive officers and directors of the Reporting Person and of the person
ultimately in control of the Reporting Person and (ii) each person controlling
the Reporting Person, as is required to be disclosed in response to Item 2 and
General Instruction C to Schedule 13D.
Item 4. Purpose of the Transaction
Item 4 is hereby amended and supplemented by the following information:
On March 31, 1997, the Company, Reliance Insurance Company ("Reliance")
and Home State Holdings, Inc. ("Home State") entered into a letter agreement
(the "Letter Agreement") relating to a default by Home State under the
Securities Purchase Agreement dated as of October 4, 1996 (the "Purchase
Agreement"; filed as Exhibit A to the Schedule 13D). The aforementioned default
resulted from Home State's failure to maintain a ratio of "net written premiums"
for the fiscal year ended December 31, 1996 to "statutory surplus" as of such
fiscal year-end of less than 2.5:1.0 for Home State and its subsidiaries as
required by Section 8.13 of the Purchase Agreement.
Pursuant to the Letter Agreement, the Company and Reliance have agreed
to waive the aforementioned default under the Purchase Agreement. Such waiver
becomes effective upon the following occurring on or before April 4, 1997: (a)
the appointment of an additional preferred director (the "Additional Director")
to the Board of Directors of Home State, which director shall be mutually
acceptable to each of the Company and Reliance and (b) the appointment by the
Board of Directors of Home State of a committee (the "Committee") of five
directors consisting of Robert Baylis, Henry Sopher, the Additional Director and
two of the following selected by Home State: Perez Ehric, Edward D. Herrick,
Michael Monier or Harold Stowe. The Committee shall be chaired by the Additional
Director and it shall have, among other things, the full power and authority to
pursue all strategic alternatives for Home State to improve its financial
condition and to report to the Board of Home State.
Item 7. Material to be Filed as Exhibits
Exhibit G -- Letter Agreement, dated March 31, 1997, among the Company, Reliance
and Home State.
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CUSIP NO. 437368 10 3 13D PAGE 4 OF 13 PAGES
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned, by its duly authorized officer, certifies that the
information set forth in this statement is true, complete and correct.
SWISS REINSURANCE AMERICA CORPORATION
Date: April 3 , 1997 By: /s/ Thomas L. Forsyth
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Name: Thomas L. Forsyth
Title: General Counsel
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CUSIP NO. 437368 10 3 13D PAGE 5 OF 13 PAGES
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APPENDIX A TO ITEM 2
The following sets forth information with respect to (i) the
executive officers and directors of the Reporting Person and of the person
ultimately in control of the Reporting Person and (ii) each person controlling
the Reporting Person.
Reporting Person
The following sets forth information with respect to the
executive officers and directors of the Reporting Person.
Darrius G. Baker is a U.S. citizen and his principal
occupation is to act as Executive Vice President of the Reporting Person. Mr.
Baker's business address is 237 Park Avenue, New York, New York 10017, USA.
David K. Bradford is a U.S. citizen and his principal
occupation is to act as Senior Vice President of the Reporting Person. Mr.
Bradford's business address is 237 Park Avenue, New York, New York 10017, USA.
F. Sedgwick Browne is a U.S. citizen and his principal
occupation is to act as a partner of Morgan, Lewis & Bockius LLP. Mr. Browne
acts as a member of the Board of Directors of the Reporting Person. Mr. Browne's
business address is 101 Park Avenue, New York, New York 10178, USA.
John R. Coomber is a British citizen and his principal
occupation is to act as a Member of the Executive Board of Swiss Reinsurance
Company. Mr. Coomber is a director of the Reporting Person. Mr. Coomber's
business address is Mythenquai 50/60, 8022 Zurich, Switzerland.
Christopher Dorschel is a German citizen and his principal
occupation is to act as a Member of the Executive Board of Swiss Reinsurance
Company. Mr. Dorschel is a director of the Reporting Person. Mr. Dorschel's
business address is Mythenquai 50/60, 8022 Zurich, Switzerland.
Thomas H. Fox is a U.S. citizen and is the retired former
Managing Director of JP Morgan & Company Inc. Mr. Fox acts as a director of the
Reporting Person. Mr. Fox's residential address is 112 Northport Point,
Northport, Michigan 49670, USA.
John G. Gantz, Jr. is a U.S. citizen and his principal
occupation is to act as Executive Vice President of the Reporting Person. Mr.
Gantz's business address is 237 Park Avenue, New York, New York 10017, USA.
Jeff R. Hart is a U.S. citizen and his principal occupation is
to act as Chairman and Chief Executive Officer of Swiss Re Life Company America.
Mr. Hart acts as a director of the Reporting Person. Mr. Hart's business address
is 237 Park Avenue, New York, New York 10017, USA.
Heidi E. Hutter is a U.S. citizen and her principal occupation
is to act as Chairman of the Board of Directors, President and Chief Executive
Officer of the Reporting Person. Ms. Hutter's business address is 237 Park
Avenue, New York, New York 10017, USA.
Patrick E. Jasper is a U.S. citizen and his principal
occupation is to act as Senior Vice President of the Reporting Person. Mr.
Jasper's business address is 227 West Monroe Street, Suite 3850, Chicago,
Illinois 60606, USA.
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CUSIP NO. 437368 10 3 13D PAGE 6 OF 13 PAGES
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Walter B. Kielholz is a Swiss citizen and his principal
occupation is to act as Chief Executive Officer and as a member of the Executive
Board of Swiss Reinsurance Company. Mr. Kielholz is a director of the Reporting
Person. Mr. Kielholz's business address is Mythenquai 50/60, 8022 Zurich,
Switzerland.
Deirdre H. Littlefield is a U.S. citizen and her principal
occupation is to act as Senior Vice President of the Reporting Person. Ms.
Littlefield's business address is 237 Park Avenue, New York, New York 10017,
USA.
Charles E. Mabli is a U.S. citizen and his principal
occupation is to act as Executive Vice President of the Reporting Person. Mr.
Mabli's business address is 237 Park Avenue, New York, New York 10017, USA.
Donald L. Madsen is a U.S. citizen and his principal
occupation is to act as Senior Vice President of the Reporting Person. Mr.
Madsen's business address is 237 Park Avenue, New York, New York 10017, USA.
William L. Musser, Jr. is a U.S. citizen and his principal
occupation is to act as General Partner of New Frontier Capital, L.P. Mr. Musser
is a director of the Reporting Person. Mr. Musser's business address is 919
Third Avenue, New York, New York 10022, USA.
Arthur P. Nanney is a U.S. citizen and his principal
occupation is to act as Senior Vice President of the Reporting Person. Mr.
Nanney's business address is One Galleria Tower, 13355 Noel Road, 17th Floor,
Dallas, Texas 75240, USA.
Mary M. Noonan is a U.S. citizen and her principal occupation
is to act as Senior Vice President of the Reporting Person. Ms. Noonan's
business address is 2398 E. Camelback Road, Suite 1050, Phoenix, Arizona 85016,
USA.
Jay Novik is a U.S. citizen and his principal occupation is to
act as President and Chief Executive Officer of Swiss Re Atrium Corporation. Mr.
Novik's business address is 380 Madison Avenue, New York, New York 10017, USA.
Dr. Robert C. Ortner is a U.S. citizen and his principal
occupation is to act as an Economic & Financial Consultant. Mr. Ortner is a
director of the Reporting Person. Mr. Ortner's residence address is 374 White
Oak Ridge Road, Short Hills, New Jersey 07078, USA.
James P. Slattery is a U.S. citizen and his principal
occupation is to act as Senior Vice President of the Reporting Person. Mr.
Slattery's business address is 237 Park Avenue, New York, New York 10017, USA.
Stanley Taben is a U.S. citizen and his principal occupation
is to act as President of the SwissRe Advisers, Inc. Mr.Taban is a director of
the Reporting Person. Mr. Taben's business address is 200 Park Avenue, New York,
New York 10166, USA.
N. David Thompson is a U.S. citizen and is the retired former
Chairman and Chief Executive Officer of SwissRe America Holding Corporation. Mr.
Thompson is a director of the Reporting Person. Mr. Thompson's business address
is 237 Park Avenue, New York, New York 10017, USA.
Charles G. Watson is a U.S. citizen and is the retired former
Managing Partner of Brundage, Story & Rose. Mr. Watson acts as the Vice Chairman
of the Reporting Person. Mr. Watson's residential address is 566 Weed Street,
New Canaan, Connecticut 06840, USA.
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CUSIP NO. 437368 10 3 13D PAGE 7 OF 13 PAGES
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Maria A. Wilcox, is a U.S. citizen and her principal
occupation is to act as Senior Vice President of the Reporting Person. Ms.
Wilcox's business address is 237 Park Avenue, New York, New York 10017, USA.
Swiss Re America Holding Corporation
Swiss Re America Holding Corporation, a corporation organized
under the laws of the state of Delaware ("Swiss Re Holding"), beneficially owns
100% of the capital stock of the Reporting Person. The principal executive
offices of Swiss Re Holding are located at 237 Park Avenue, New York, New York
10017.
Swiss Reinsurance Company
Swiss Reinsurance Company, a corporation organized under the
laws of Switzerland ("Swiss Reinsurance"), beneficially owns 100% of the capital
stock of Swiss Re Holding and is the person ultimately in control of the
Reporting Person. The following sets forth information with respect to the
executive officers and directors of Swiss Reinsurance. The principal executive
offices of Swiss Reinsurance are located at Mythenquai 50/60, 8022 Zurich,
Switzerland.
Ulrich Bremi is a Swiss citizen and his principal occupation
is to act as Chairman of the Board of Directors and member of the Committee of
Directors of Swiss Reinsurance Company. Mr. Bremi's business address is
Mythenquai 50/60, 8022 Zurich, Switzerland.
Lukas Muhlemann is a Swiss citizen and his principal
occupation is to act as Chief Executive Officer of Credit Suisse Group. Mr.
Muhlemann is the Deputy Chairman of the Board of Directors and member of the
Committee of Directors of Swiss Reinsurance Company. Mr. Muhlemann's business
address is Paradeplatz 8, 8070 Zurich, Switzerland.
Urs Barlocher is a Swiss citizen and his principal occupation
is to act as Head of Law and Taxes of Novartis (formerly Sandoz AG and
Ciba-Geigy AG). Mr. Barlocher is a member of the Board of Directors of Swiss
Reinsurance Company. Mr. Barlocher's business address is Lichtstrasse 35, 4002
Basel, Switzerland.
Thomas W. Bechtler is a Swiss citizen and his principal
occupation is to act as Managing Director of Hesta AG. Mr. Bechtler is a member
of the Board of Directors of Swiss Reinsurance Company. Mr. Bechtler's business
address is Seestrasse 21, P.O. Box 1510, 8700 Kusnacht, Switzerland.
Hans Buhlmann is a Swiss citizen and his principal occupation
is as Professor at the Federal Institute of Technology in Zurich. Mr. Buhlmann
is a member of the Board of Directors and a member of the Committee of Directors
of Swiss Reinsurance Company. Mr. Buhlmann's business address is the Federal
Institute of Technology, 8092 Zurich, Switzerland.
George L. Farr is a U.S. citizen and his principal occupation
is to act as Vice Chairman of American Express Company. Mr. Farr is a member of
the Board of Directors of Swiss Reinsurance Company. Mr. Farr's business address
is American Express Tower, World Financial Center, 200 Vesey Street, 50th Floor,
New York, New York 10285-5007, USA.
Peter Forstmoster is a Swiss citizen and his principal
occupation is as Professor at the University of Zurich. Mr. Forstmoster is a
member of the Board of Directors of Swiss Reinsurance Company. Mr. Forstmoster's
business address is Bahnhofstrasse 13, 8001 Zurich, Switzerland.
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CUSIP NO. 437368 10 3 13D PAGE 8 OF 13 PAGES
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Benedict G. F. Hentsch is a Swiss citizen and his principal
occupation is to act as a Partner of Darier Hentsch & Cie. Mr. Hentsch is a
member of the Board of Directors of Swiss Reinsurance Company. Mr. Hentsch's
business address is rue Saussure 4, P.O. Box 5045, 1211 Geneva 11, Switzerland.
Ernesto Jutzi is a Swiss citizen and his principal occupation
is to act as member of the Board of Directors of Swiss Reinsurance Company. Mr.
Jutzi's business address is Mythenquai 50/60, 8022 Zurich, Switzerland.
John R. Coomber is a British citizen and his principal
occupation is to act as member of the Executive Board of Swiss Reinsurance
Company. Mr. Coomber's business address is Mythenquai 50/60, 8022 Zurich,
Switzerland.
Christoph Dorschel is a German citizen and his principal
occupation is to act as member of the Executive Board of Swiss Reinsurance
Company. Mr. Dorschel's business address is Mythenquai 50/60, 8022 Zurich,
Switzerland.
Peter P. Hugle is a Swiss citizen and his principal occupation
is to act as member of the Executive Board of Swiss Reinsurance Company. Mr.
Hugle's business address is Mythenquai 50/60, 8022 Zurich, Switzerland.
Heidi Hutter is a U.S. citizen and her principal occupation is
to act as member of the Executive Board of Swiss Reinsurance Company. Ms.
Hutter's business address is Mythenquai 50/60, 8022 Zurich, Switzerland.
Rudolf Kellenberger is a Swiss citizen and his principal
occupation is to act as member of the Executive Board of Swiss Reinsurance
Company. Mr. Kellenberger's business address is Mythenquai 50/60, 8022 Zurich,
Switzerland.
Walter B. Kielholz is a Swiss citizen and his principal
occupation is to act as Chief Executive Officer and as a member of the Executive
Board of Swiss Reinsurance Company. Mr. Kielholz's business address is
Mythenquai 50/60, 8022 Zurich, Switzerland.
Bruno Laube is a Swiss citizen and his principal occupation is
to act as member of the Executive Board of Swiss Reinsurance Company. Mr.
Laube's business address is Mythenquai 50/60, 8022 Zurich, Switzerland.
Stefan Lippe is a German citizen and his principal occupation
is to act as member of the Executive Board of Swiss Reinsurance Company. Mr.
Lippe's business address is Mythenquai 50/60, 8022 Zurich, Switzerland.
Pierre L. Ozendo is a U.S. citizen and his principal
occupation is to act as member of the Executive Board of Swiss Reinsurance
Company. Mr. Ozendo's business address is Mythenquai 50/60, 8022 Zurich,
Switzerland.
Bruno Porro is a Swiss citizen and his principal occupation is
to act as member of the Executive Board of Swiss Reinsurance Company. Mr.
Porro's business address is Mythenquai 50/60, 8022 Zurich, Switzerland.
Christian R. Speiser is a Swiss citizen and his principal
occupation is to act as Chief Financial Officer and member of the Executive
Board of Swiss Reinsurance Company. Mr. Speiser's business address is Mythenquai
50/60, 8022 Zurich, Switzerland.
Urs H. Winter is a Swiss citizen and his principal occupation
is to act as member of the Executive Board of Swiss Reinsurance Company. Mr.
Winter's business address is Mythenquai 50/60, 8022 Zurich, Switzerland.
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CUSIP NO. 437368 10 3 13D PAGE 9 OF 13 PAGES
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Erwin Zimmermann is a German citizen and his principal
occupation is to act as member of the Executive Board of Swiss Reinsurance
Company. Mr. Zimmermann's business address is Mythenquai 50/60, 8022 Zurich,
Switzerland.
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CUSIP NO. 437368 10 3 13D PAGE 10 OF 13 PAGES
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION SEQUENTIALLY NUMBERED PAGE
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<S> <C> <C>
Exhibit G Letter Agreement, dated March 31, 1997, among the 11
Company, Reliance and Home State
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CUSIP NO. 437368 10 3 13D PAGE 11 OF 13 PAGES
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EXHIBIT G
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3 South Revmont Drive
Shrewsbury, New Jersey 07702
CONFIDENTIAL
March 31, 1997
Mr. George Roberts
Reliance Insurance Company
4 Penn Center Plaza
Philadelphia, PA 19108
Mr. James Slattery
Swiss Reinsurance America Corporation
287 Park Avenue
New York, NY 10017
Gentlemen:
Reference is made to the Securities Purchase Agreement dated as of
October 4, 1996 (as amended, the "Purchase Agreement") by and among Home State
Holdings, Inc. (the "Company") and Swiss Re and Reliance (the "Purchasers"), as
purchasers of the Company's Series A Cumulative Voting Preferred Stock (the
"Preferred Stock") and Class A Warrants. Capitalized terms used herein which are
defined in the Purchase Agreement shall have the same meanings herein as
therein.
The Purchasers hereby waive the default existing under Section 8.13 of
the Purchase Agreement arising from the failure of the Company to maintain a
ratio of "net written premiums" for the fiscal year ended December 31, 1996 to
"statutory surplus" as of such fiscal year-end, for the Company and its
Subsidiaries on a consolidated basis in accordance with SAP, of less than
2.5:1.0 (the "1996 Premium to Surplus Ratio Default"). The Purchasers
acknowledge that the occurrence of the 1996 Premium to Surplus Ratio Default
shall not be deemed a failure by the
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CUSIP NO. 437368 10 3 13D PAGE 12 OF 13 PAGES
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Company to perform its covenant and agreement set forth in Section 8.13 of the
Purchase Agreement for the fiscal year ended December 31, 1996.
The waiver granted hereunder shall be limited specifically to the
matters set forth above and does not constitute directly or by implication an
amendment or waiver of any other provisions of the Purchase Agreement or any
other default which may occur or may have occurred under the Purchase Agreement.
The foregoing waiver will only become effective upon the following
occurring on or before April 4, 1997; (a) the due appointment to the Board of
Directors of the Company of an additional preferred director mutually acceptable
to each of Swiss Re and Reliance and (b) the appointment by the Board of
Directors of the Company of a committee of five directors consisting or Robert
Baylis, Henry Sopher, the additional preferred director and two of the following
selected by the Company: Perez Ehrich, Edward D. Herrick, Michael Monier or
Harold Stowe, chaired by such additional preferred director, with full power and
authority vested in such committee to pursue all strategic alternatives for the
Company to improve its financial condition and to report to the Company's Board
of Directors. In addition, such committee shall work with insurance regulatory
authorities and rating agencies to maintain and improve the Company's good
standing with regulatory authorities and ratings with rating agencies. In
connection with all of the foregoing, such committee shall have the authority to
hire investment bankers and other advisers to work with such committee.
This letter may be executed in one or more counterparts, each of which
shall constitute an original, but all of which, when taken together, shall
constitute but one instrument. This letter shall be effective (subject to the
preceding paragraph) when signed by the Purchasers and a copy thereof is
delivered to each of the Purchasers. Each of the Purchasers hereby represents to
the other that it has not received any remuneration or consideration not
specified in this letter for the waiver granted hereunder.
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CUSIP NO. 437368 10 3 13D PAGE 13 OF 13 PAGES
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Please indicate your acknowledgment of the foregoing in the space
provided below.
RELIANCE INSURANCE COMPANY
By: /s/ Lowell C. Freiberg
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Name: Lowell C. Freiberg
Title: Senior Vice President
SWISS REINSURANCE AMERICA
CORPORATION
By: /s/ James P. Slattery
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Name: James P. Slattery
Title: Senior Vice President
Acknowledged as of the
date first above written
HOME STATE HOLDINGS, INC.
By: /s/ Eric A. Reehl
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Name: Eric A. Reehl
Title: Executive Vice President
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