AMERICAN FINANCIAL GROUP INC /OH/
10-K405, 1996-03-28
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                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                              FORM 10-K

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


For the Fiscal Year Ended                           Commission File
December 31, 1995                                   No. 1-11453


                     AMERICAN FINANCIAL GROUP, INC.


Incorporated under                                  IRS Employer I.D.
the Laws of Ohio                                    No. 31-1422526

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


Securities Registered Pursuant to Section 12(b) of the Act:
                                        Name of Each Exchange
          Title of Each Class           on which Registered
          Common Stock                  New York Stock Exchange


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

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

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

   As of February 29, 1996, there were 60,362,061 shares of the
Registrant's Common Stock outstanding, excluding 18,666,614
shares owned by subsidiaries.  The aggregate market value of the
Common Stock held by non-affiliates at that date, was
approximately $1.1 billion (based upon non-affiliate holdings of
34,486,536 shares and a market price of $31.875 per share.)

                          _____________

              Documents Incorporated by Reference:

   Proxy Statement for the 1996 Annual Meeting of Shareholders
(portions of which are incorporated by reference into Part III
hereof).

<PAGE>
                  AMERICAN FINANCIAL GROUP, INC.

                      INDEX TO ANNUAL REPORT

                           ON FORM 10-K



Part I                                                         Page
  Item  1 - Business:
            Introduction                                          1
            Property and Casualty Operations                      2
            Annuity Operations                                   14
            Other Companies                                      17
            Investment Portfolio                                 17
            Regulation                                           20
  Item  2 - Properties                                           22
  Item  3 - Legal Proceedings                                    22
  Item  4 - Submission of Matters to a Vote of Security
              Holders                                             *


Part II
  Item  5 - Market for Registrant's Common Equity and Related
              Stockholder Matters                                24
  Item  6 - Selected Financial Data                              25
  Item  7 - Management's Discussion and Analysis of Financial
              Condition and Results of Operations                26
  Item  8 - Financial Statements and Supplementary Data          34
  Item  9 - Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure                34


Part III
  Item 10 - Directors and Executive Officers of the Registrant   35
  Item 11 - Executive Compensation                               35
  Item 12 - Security Ownership of Certain Beneficial Owners
              and Management                                     35
  Item 13 - Certain Relationships and Related Transactions       35


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



* The response to this Item is "none".

<PAGE>
                                PART I

                                ITEM 1

                               Business

Introduction

    American Financial Group, Inc. ("AFG") was incorporated as an
Ohio corporation in 1994.  Its address is One East Fourth Street,
Cincinnati, Ohio 45202; its phone number is (513) 579-2121.  AFG
is a holding company which, through its subsidiaries, is engaged
primarily in specialty and multi-line property and casualty
insurance businesses and in the sale of tax-deferred annuities.
AFG's property and casualty operations originated in 1872 and are
the fifteenth largest property and casualty group in the United
States based on 1994 statutory net premiums written of $3.1
billion.  AFG was formed for the purpose of acquiring American
Financial Corporation ("AFC") and American Premier Underwriters,
Inc. ("APU" or "American Premier") in merger transactions
completed on April 3, 1995 (the "Mergers").

    At December 31, 1995, Carl H. Lindner, members of his
immediate family and trusts for their benefit (collectively the
"Lindner Family") beneficially owned approximately 44% of AFG's
outstanding voting common stock.

The Mergers

     At the date of the Mergers, AFC held 18.7 million shares of
APU (44% of the then-outstanding shares).  In the Mergers, AFG
issued 71.4 million shares of its Common Stock in exchange for
all of the outstanding common stock of AFC and APU.  The 18.7
million shares of Common Stock held by AFC and its subsidiaries
are accounted for by AFG as retired.

   For financial reporting purposes, because the former
shareholders of AFC owned more than 50% of AFG following the
Mergers, the financial statements of AFG for periods prior to the
Mergers are those of AFC.  The operations of APU are included in
AFG's financial statements from the effective date of the
Mergers.

<PAGE>

General

     Generally, companies have been included in AFG's
consolidated financial statements when the ownership of voting
securities has exceeded 50%; for investments below that level but
above 20%, companies have been accounted for as investees. (See
Note F to AFG's financial statements.)  The following table shows
AFG's percentage ownership of voting securities of its
significant affiliates over the past several years:

                                          Ownership at December 31,
                                       1995  1994   1993  1992  1991

American Financial Corporation          79%   n/a   n/a   n/a    n/a
American Premier Underwriters          100%   42%   41%   51%    50%
Great American Insurance Group         100%  100%  100%  100%   100%
American Annuity Group                  81%   80%   80%   82%    39%
Great American Life Insurance Company  (a)   (a)   (a)   (a)    100%
American Financial Enterprises          83%   83%   83%   83%    82%
Chiquita Brands International           44%   46%   46%   46%    48%
Citicasters                             38%   37%   20%   40%    40%
General Cable                            -   (b)    45%   45%     -

(a) Sold to American Annuity Group in December 1992.
(b) Sold in June 1994.  100%-owned by American Premier prior to 
    spin-off in  July 1992.  Ownership percentage excludes shares 
    held by American Premier for future distribution aggregating 12%.




                                        1
<PAGE>
    The following summarizes the more significant changes in
ownership percentages shown in the above table.

    American Financial Corporation   For financial reporting
purposes, AFC is the predecessor to AFG.  In April 1995, AFC
became a subsidiary of AFG as a result of the Mergers.  Holders
of AFC Series F and G Preferred Stock were granted voting rights
equal to approximately 21% of the total voting power of AFC
shareholders immediately prior to the Mergers.

    American Premier Underwriters  In 1993, American Financial
Enterprises, Inc. ("AFEI") sold 4.5 million shares of American
Premier common stock in a secondary public offering.  In April
1995, APU became a subsidiary of AFG as a result of the Mergers.

    American Annuity Group  On December 31, 1992, American
Annuity purchased Great American Life Insurance Company ("GALIC")
from Great American Insurance Company ("GAI").  In connection
with the acquisition, GAI purchased 5.1 million shares of
American Annuity's common stock pursuant to a cash tender offer
and 17.1 million additional shares directly from American
Annuity.

    Citicasters  In December 1993, Great American Communications
Company ("GACC") completed a prepackaged plan of reorganization.
In the restructuring, AFC's previous holdings of GACC stock and
debt were exchanged for 20% of the new common stock.  GACC
changed its name to Citicasters to reflect the nature of its
business.  In June 1994, AFEI purchased approximately 10% of
Citicasters common stock.  In the second half of 1994,
Citicasters repurchased and retired approximately 21% of its
common stock.

    In February 1996, Citicasters entered into a merger agreement
with Jacor Communications, Inc.  Under the agreement, each
Citicasters shareholder, including AFG and its subsidiaries, will
receive cash and warrants to purchase Jacor common stock.
Consummation of the transaction is subject to regulatory
approvals, and certain adjustments to the price will be made if
the transaction does not close by September 30, 1996.

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

<PAGE>
Property and Casualty Insurance Operations

     AFG manages and operates its property and casualty business
in three major business segments: Nonstandard Automobile
Insurance, Specialty Lines and Commercial and Personal Lines.
Each segment is comprised of multiple business units which
operate autonomously but with strong central financial controls
and full accountability.  Decentralized control allows each unit
the autonomy necessary to respond to local and specialty market
conditions while capitalizing on the efficiencies of centralized
investment, actuarial, financial and legal support functions.
AFG's property and casualty insurance operations employ
approximately 7,600 persons.

     Unless indicated otherwise, the financial information
presented for the property and casualty insurance operations is
presented based on generally accepted accounting principles
("GAAP") and includes the insurance operations of American
Premier for all periods.









                                       2
<PAGE>
     The following table presents AFG's major property & casualty
insurance subsidiaries showing their size (in millions), segment
and A.M. Best rating.

                             1995 Net Written Premiums
                           Commercial               NSA  A.M. Best
                         and Personal Specialty   Group     Rating

Great American                  $717    $  672   $   -       A

Republic Indemnity                -        288       -       A
Mid-Continent                     -         84       -       A
American Empire Surplus Lines     -         34       -       A+

Atlanta Casualty                  -         -       514      A
Windsor                           -         -       352      A
Infinity                          -         -       232      A
Leader National                   -         -        84      A-
Transport                         -         -        74      A
Other                             -         19       21
                                $717    $1,097   $1,277

     The primary objective of the property and casualty insurance
operations is to achieve underwriting profitability.
Underwriting profitability is measured by the combined ratio
which is a sum of the ratios of underwriting expenses, losses,
and loss adjustment expenses to premiums.  When the combined
ratio is under 100%, underwriting results are generally
considered profitable; when the ratio is over 100%, underwriting
results are generally considered unprofitable.  The combined
ratio does not reflect investment income, other income or federal
income taxes.

     Management's focus on underwriting performance has resulted
in a statutory combined ratio averaging 100.9% for the period
1991 to 1995, as compared to 109.3% for the property and casualty
industry over the same period (Source: "Best's Review -
Property/Casualty" - January 1996 Edition).  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.

     For 1995, net written premiums were nearly $3.1 billion,
approximately the same level as in 1994.  Premium growth in most
of the insurance lines has been offset by a decline in California
workers' compensation writings.  Aside from the California
workers' compensation business, net written premiums grew 6% in
1995.

<PAGE>
     The following table shows (in millions) the performance of
AFG's property and casualty insurance operations in various
categories.  While financial data is reported on a statutory
basis for insurance regulatory purposes, it is reported in
accordance with GAAP for shareholder and other investment
purposes.  In general, statutory accounting results in lower
capital surplus and net earnings than result from application of
GAAP.  Major differences include charging policy acquisition
costs to expense as incurred rather than spreading the costs over
the periods covered by the policies; netting of reinsurance
recoverables and prepaid reinsurance premiums against the
corresponding liability; requiring additional loss reserves; and
charging to surplus certain assets, such as furniture and
fixtures and agents' balances over 90 days old.

                                   1995      1994      1993
Statutory Basis
Premiums Earned                  $3,006    $2,915    $2,516
Admitted Assets                   6,753     6,398     5,808
Unearned Premiums                 1,160     1,093       912
Loss and Loss Adjustment
  Expense ("LAE") Reserves        3,394     3,275     3,061
Capital and Surplus               1,595     1,586     1,454




                                      3
<PAGE>
                                 1995      1994     1993
GAAP Basis
Premiums Earned                $3,031    $2,945   $2,517
Total Assets                    9,002     8,617    7,869
Unearned Premiums               1,294     1,213    1,012
Loss and LAE Reserves           4,097     4,021    3,679
Shareholder's Equity            2,893     2,615    2,431

     The following table presents certain information with
respect to AFG's property and casualty insurance operations
(dollars in millions):

                                 1995      1994     1993

Net written premiums           $3,092    $3,124   $2,667

Net earned premiums            $3,031    $2,945   $2,517
Loss and LAE                    2,265     2,077    1,734
Underwriting expenses             792       770      683
Policyholder dividends              8        84       95
Underwriting profit (loss)    ($   34)   $   14   $    5

GAAP ratios:
 Loss and LAE ratio              74.8%     70.5%    68.9%
 Underwriting expense ratio      26.1      26.1     27.1
 Policyholder dividend ratio       .3       2.8      3.8
 Combined ratio                 101.2%     99.4%    99.8%

Statutory ratios:
 Loss and LAE ratio              74.8%     71.0%    69.3%
 Underwriting expense ratio      25.9      26.3     26.9
 Policyholder dividend ratio      1.7       3.6      2.5
 Combined ratio                 102.4%    100.9%    98.7%

Industry statutory combined 
  ratio(a)                      107.2%    108.5%   106.9%

(a)  Ratios are derived from "Best's Review - Property/Casualty"
     (January 1996 Edition).
   
Nonstandard Automobile Insurance

        General.   The Nonstandard Automobile Insurance segment
("NSA Group") underwrites private passenger automobile physical
damage and liability insurance policies for "nonstandard risks."
Nonstandard insureds 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
nonstandard risks are generally higher than for standard risks.

<PAGE>

Total private passenger automobile insurance premiums written by
insurance carriers in the United States in 1995 have been
estimated by A.M. Best to be approximately $103 billion.  Because
it can be viewed as a residual market, the size of the
nonstandard private passenger automobile insurance market changes
with the insurance environment and grows when standard coverage
becomes more restrictive.  When this occurs, the criteria which
differentiate standard from nonstandard insurance risks change.
The size of the voluntary nonstandard market is also affected by
rate levels adopted by state administered involuntary plans.
Although these factors make it difficult to estimate the size of
the nonstandard market, management believes that the voluntary
nonstandard market has accounted for approximately 15% of total
private passenger automobile insurance premiums written in recent
years.

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



                                      4
<PAGE>
     The NSA Group writes business in 42 states and holds
licenses to write policies in 48 states and the District of
Columbia.  The U.S. geographic distribution of the NSA Group's 
statutory direct written premiums in 1995 compared to 1991, was 
as follows:

  State          1995    1991      State       1995    1991
  Texas          12.2%     *       Alabama      2.9%    4.5%
  Florida        11.2    19.3%     Washington   2.7      *
  Georgia         9.2    17.5      Missouri     2.6     2.1
  Pennsylvania    8.0      *       Kentucky     2.2      *
  California      7.5    10.3      Virginia      *      5.6
  Connecticut     5.0     4.8      Ohio          *      2.9
  Arizona         4.1     2.3      Arkansas      *      2.6
  Tennessee       3.8     4.8      Oregon        *      2.5
  Oklahoma        3.5      *       Other       18.7    13.4
  Indiana         3.3     3.7                 100.0%  100.0%
  Mississippi     3.1     3.7
  _____________
  * less than 2%

     In addition, AFG writes approximately $50 million (4%) of
its net premiums annually in the United Kingdom.

     Management believes that the NSA Group's underwriting
success as compared to the automobile insurance industry as a
whole has been due, in part, to the refinement of various risk
profiles, thereby dividing the consumer market into more defined
segments which can be underwritten or priced properly.  The NSA
Group also 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.  In addition, the NSA Group has
implemented cost control measures both in the underwriting and
claims handling areas.

<PAGE>

     The following table presents certain information with
respect to AFG's NSA Group insurance operations (dollars in
millions):

                                  1995     1994      1993

Net written premiums            $1,277    $1,186    $ 916

Net earned premiums             $1,246    $1,097    $ 812
Loss and LAE                     1,036       833      581
Underwriting expenses              273       265      208
Underwriting profit (loss)     ($   63)  ($    1)   $  23

GAAP ratios:
 Loss and LAE ratio               83.2%     75.9%    71.6%
 Underwriting expense ratio       22.0      24.1     25.6
 Combined ratio                  105.2%    100.0%    97.2%

Statutory ratios:
 Loss and LAE ratio               83.1%     76.0%    72.5%
 Underwriting expense ratio       21.6      23.9     24.5
 Combined ratio                  104.7%     99.9%    97.0%

Industry statutory combined 
  ratio(a)                       102.3%    101.3%   101.7%

(a) This information refers to the private passenger
    automobile industry  statutory combined ratio derived from
    "Best's Review - Property/Casualty" (January 1996 Edition).  
    Although AFG believes that there is no reliable regularly 
    published combined ratio data for the nonstandard automobile  
    insurance industry, AFG believes that such a combined ratio 
    would be lower than the private passenger automobile industry 
    average shown above.






                                    5
<PAGE>     
     Marketing.   Each of the 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 several thousand independent agents.

     Of the approximately one million NSA Group policies in force
at December 31, 1995, approximately 90% had policy limits of $50,000
or less per occurrence.  Most NSA Group policies are written for
policy periods of six months or less, with some as short as one
month.

     Competition.   A large number of national, regional and
local insurers write nonstandard private passenger automobile
insurance coverage.  Insurers in this market generally compete on
the basis of price (including differentiation on liability
limits, variety of coverages offered and deductibles), geographic
availability and ease of enrollment and, to a lesser extent,
reputation 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. 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.

Specialty Lines

     General.   The Specialty Lines segment emphasizes the
writing of specialized insurance coverage where AFG personnel are
experts in particular lines of business or customer groups
including California workers' compensation, executive liability,
ocean and inland marine, agricultural-related coverages (allied
lines), non-profit liability, umbrella and excess and surplus
lines.  The Specialty Lines workers' compensation operations
write coverage for statutory prescribed benefits payable to
employees (principally in California) who are injured on the job.
The executive and professional liability divisions market
liability coverage for lawyers and corporate directors and
officers.  Ocean and inland marine businesses provide such
coverage as marine cargo, boat dealers, marina operators/dealers,
excursion vessels, builder's risk, contractor's equipment, excess
property and transportation cargo.  The agricultural-related
businesses provide multi-peril crop insurance covering all
weather and disease perils as well as coverage for full-time
operating farms/ranches and agribusiness operations on a
nationwide basis through independent agents who specialize in the
rural market.  The non-profit liability business provides
property, general/professional liability, automobile, trustee
liability, umbrella and crime coverage for a wide range of
non-profit organizations.  These operations also provide excess
and surplus commercial property and casualty insurance in a
variety of industries.

<PAGE>
     Specialization is the key element to the underwriting
success of these business units.  Each unit has independent
management with significant operating autonomy to oversee the
important operational functions of its business such as
underwriting, pricing, marketing, policy processing and claims
service.  These specialty lines are opportunistic and their
premium volume will vary based on current market conditions.  AFG
continually evaluates new specialty markets.

     The U.S. geographic distribution of the Specialty Lines
statutory direct written premiums in 1995 compared to 1991, was
as follows:

  State          1995    1991       State         1995     1991
  California     32.6%   45.2%      Florida        3.1%      *
  Texas           8.4     4.1       New Jersey     2.8      2.4%
  New York        5.4     5.4       Pennsylvania   2.3      2.8
  Massachusetts   4.5     2.2       Ohio           2.1      2.3
  Illinois        3.6     3.3       Michigan       2.1      2.2
  Oklahoma        3.5     8.2       Other         29.6     21.9
                                                 100.0%   100.0%
  _____________
  * less than 2%
                                   6
<PAGE>
     The following table sets forth a distribution of statutory
net written premiums for AFG's Specialty Lines by NAIC annual
statement line for 1995 compared to 1991:

                                  1995     1991

   Workers' compensation          29.8%    47.7%
   Other liability                20.4     15.5
   Commercial multi-peril          8.5      3.1
   Allied lines                    8.4      4.4
   Inland marine                   7.9      6.0
   Auto liability                  7.6      9.4
   Ocean marine                    4.5      3.2
   Surety                          2.9      2.8
   Fire                            2.5      1.5
   Auto physical damage            2.1      2.9
   Other                           5.4      3.5
                                 100.0%   100.0%

     The following table presents certain information with
respect to AFG's Specialty Lines insurance operations (dollars in
millions):

                                1995      1994      1993

Net written premiums          $1,097    $1,250    $1,079

Net earned premiums           $1,085    $1,185    $1,035
Loss and LAE                     730       785       667
Underwriting expenses            302       291       235
Policyholder dividends            (3)       76        93
Underwriting profit           $   56    $   33    $   40
                             
GAAP ratios:
  Loss and LAE ratio            67.2%     66.2%     64.4%
  Underwriting expense ratio    27.9      24.6      22.7
  Policyholder dividend ratio    (.3)      6.4       9.0
  Combined ratio                94.8%     97.2%     96.1%

Statutory ratios:
  Loss and LAE ratio            67.5%     66.7%     64.8%
  Underwriting expense ratio    28.1      25.2      23.3
  Policyholder dividend ratio    4.2       8.5       6.0
  Combined ratio                99.8%    100.4%     94.1%

Industry statutory combined 
  ratio(a)                     107.2%    108.5%    106.9%

(a)  Ratios are derived from "Best's Review - Property/Casualty"
     (January 1996 Edition).

<PAGE>
     Marketing.   The Specialty Lines operations direct their
sales efforts primarily toward independent property and casualty
insurance agents and brokers.  These businesses write insurance
through more than 5,000 agents and have more than 250,000
policies in force.

     Competition.   These businesses compete with other insurers
as well as the California State Fund in the California workers'
compensation insurance market.  Because of the specialty nature
of these coverages, competition is based primarily on service to
policyholders and agents, specific characteristics of products
offered and reputation for claims handling.  Price, commissions
and profit sharing terms are also important factors.  Competitors
include individual insurers and insurance groups of varying
sizes, some of which are mutual insurance companies possessing
competitive advantages in that all their profits inure to their
policyholders.  Management believes that sophisticated data
analysis for refinement of risk profiles, extensive specialized
knowledge and loss prevention service have helped these
businesses compete successfully.



                                     7
<PAGE>
Commercial and Personal Lines

     General.   Major commercial lines of business are workers'
compensation, commercial multi-peril, umbrella (including primary
and excess layers) and general liability insurance.  The workers'
compensation business has experienced solid growth and
profitability due to improved rate structures and favorable
trends in medical care costs and the success of its Drug-Free
Workplace program.

     AFG's Drug-Free Workplace program for workers' compensation
customers assists insureds in setting up drug testing programs
(as permitted by law), drug and alcohol education programs and
work safety programs.  At December 31, 1995, there were more than
650 insureds in 16 states with such programs producing
approximately $55 million in annual net written premiums.

     Commercial business is written in 25 states where management
believes adequate rates can be obtained and where assigned risk
costs are not excessive.  AFG's approach focuses on specific
customer groups, such as fine restaurants, light manufacturers,
high rise living units, hotels/motels and insureds with large
umbrella coverages.  The approach also emphasizes site visits at
prospective customers to ensure underwriter familiarity with risk
factors relating to each insured and to avoid those risks which
have unacceptable frequency or severity exposures.

     Personal lines of business consist primarily of standard
private passenger auto and homeowners' insurance and are written
in 38 states.  AFG's approach is to develop tailored rates for
its personal automobile customers based on a wide variety of
factors, including make and model of the insured automobile and
the driving record of the insureds.  The approach to homeowners
business is to limit writings in locations with catastrophic
exposures such as windstorms, earthquakes and hurricanes.

     The U.S. geographic distribution of the Commercial and Personal
Lines statutory direct written premiums in 1995 compared to 1991,
was as follows:

  State           1995     1991      State          1995    1991
  Connecticut      14.1%   12.0%     Florida         3.2%    2.8%
  New York         11.9     7.7      California      2.3     9.1
  North Carolina   10.6    11.7      Massachusetts   2.2     2.6
  New Jersey        9.7     7.6      Illinois        2.2     3.2
  Pennsylvania      6.5     2.5      Washington       *      2.7
  Texas             5.0      *       Oregon           *      2.5
  Michigan          4.0     3.5      Virginia         *      2.3
  Maryland          3.8     3.5      Minnesota        *      2.1
  Ohio              3.8     4.5      Other          20.7    19.7
                                                   100.0%  100.0%
  _____________
  * less than 2%

<PAGE>

     The following table sets forth a distribution of statutory
net written premiums for AFG's Commercial and Personal Lines by
NAIC annual statement line for 1995 compared to 1991:

                                1995      1991

   Auto liability               28.8%     23.9%
   Workers' compensation        18.0      13.3
   Commercial multi-peril       17.2      24.7
   Auto physical damage         12.3      12.0
   Homeowners                   11.1      12.1
   Other liability               7.3       9.1
   Inland marine                 1.7       1.8
   Other                         3.6       3.1
                               100.0%    100.0%




                                      8
<PAGE>
     The following table presents certain information with
respect to AFG's Commercial and Personal Lines insurance
operations (dollars in millions):

                                 1995     1994     1993

Net written premiums            $ 717    $ 683     $666

Net earned premiums             $ 698    $ 656     $664
Loss and LAE                      468      430      430
Underwriting expenses             214      211      238
Policyholder dividends             11        8        2
Underwriting profit (loss)      $   5    $   7    ($  6)

GAAP ratios:
 Loss and LAE ratio              66.9%    65.5%    64.8%
 Underwriting expense ratio      30.6     32.2     35.9
 Policyholder dividend ratio      1.6      1.2       .3
 Combined ratio                  99.1%    98.9%   101.0%

Statutory ratios:
 Loss and LAE ratio              67.2%    67.0%    65.0%
 Underwriting expense ratio      29.9     32.4     36.0
 Policyholder dividend ratio       .6      1.0       -
 Combined ratio                  97.7%   100.4%   101.0%

Industry statutory combined 
  ratio(a)                      107.2%   108.5%   106.9%

(a)  Ratios are derived from "Best's Review - Property/Casualty"
     (January 1996 Edition).

     Marketing.   The Commercial and Personal Lines business
units direct their sales efforts primarily toward independent
agents and brokers.  These businesses write insurance through
more than 4,000 agents and have more than 515,000 policies in
force.

     Competition.   These businesses compete with other insurers,
primarily on the basis of price (including differentiation on
policy limits, coverages offered and deductibles), agent
commissions and profit sharing terms.  Customer service, loss
prevention and reputation for claims handling are also important
factors.  Competitors include individual insurers and insurance
groups of varying sizes, some of which are mutual insurance companies
possessing competitive advantages in that all their profits inure
to their policyholders. Management believes that sophisticated
data analysis for refinement of risk profiles, disciplined
underwriting practices and aggressive loss prevention procedures
have enabled these businesses to compete successfully on the
basis of price without negatively affecting underwriting
profitability.

<PAGE>

Reinsurance

     Consistent with standard practice of most insurance
companies, AFG reinsures a portion of its business with other
reinsurance companies and assumes a relatively small amount of
business from other insurers.  Ceding reinsurance permits
diversification of risks and limits the maximum loss arising from
large or unusually hazardous risks or catastrophic events.  AFG's
insurance companies enter into separate reinsurance programs due
to their differing exposures.  The availability and cost of
reinsurance are subject to prevailing market conditions which may
affect the volume and profitability of business that is written.
AFG is subject to credit risk with respect to its reinsurers, as
the ceding of risk to reinsurers does not relieve AFG of its
liability to its insureds.

     Due in part to the limited exposure on individual policies,
none of the insurance companies in the NSA Group is involved to a
material degree in reinsuring risks with third party insurance
companies.





                                      9
<PAGE>
     Republic Indemnity reinsures a portion of its exposure with
other insurance companies to limit its maximum loss arising out
of any one occurrence.  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 $145 million of each loss
is covered by reinsurance treaties provided by a group of more
than 50 reinsurance companies.  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.

     Great American currently has treaty reinsurance programs
which generally provide reinsurance coverage above specified
retention maximums.  For workers' compensation policies, the
retention maximum is $1 million per loss occurrence with
reinsurance coverage for the next $49 million.  For all other
casualty policies, the retention maximum is $5 million per loss
occurrence with reinsurance coverage for the next $15 million.
For property coverages, a property per risk excess of loss treaty
is maintained with a retention maximum of $5 million per risk and
reinsurance coverage for the next $25 million.  For catastrophe
coverage on property risks, the retention is $20 million with
reinsurance covering 95% of the next $130 million in losses with
an additional layer of reinsurance providing coverage for 76% of
the next $50 million for the peril of wind only.  In addition,
GAI purchases facultative reinsurance providing coverage on a
risk by risk basis, both pro rata and excess of loss, depending
on the risk and available reinsurance markets.

     Included in "recoverables from reinsurers and prepaid
reinsurance premiums" were $84 million on paid losses and LAE and
$704 million on unpaid losses and LAE at December 31, 1995.  The
collectibility of a reinsurance balance is based upon the
financial condition of a reinsurer as well as individual claim
considerations.  Market conditions over the past few years have
forced many reinsurers into financial difficulties or liquidation
proceedings.  At December 31, 1995, AFG's insurance subsidiaries
had an allowance of approximately $81 million for doubtful
collection of reinsurance recoverables.  AFG regularly monitors
the financial strength of its reinsurers.  This process
periodically results in the transfer of risks to more financially
secure reinsurers.  AFG's major reinsurers include American Re-
Insurance Company, Employers Reinsurance Corporation, NAC
Reinsurance Corporation, Mitsui Marine and Fire Insurance
Company, Ltd. and Taisho Marine & Fire Insurance Company.
Management believes that this present group of reinsurers is
financially sound.

<PAGE>

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

                                             1995   1994  1993
     Reinsurance ceded                       $482   $422  $342
     Reinsurance assumed - including
      involuntary pools and associations       98    119   135

Loss and Loss Adjustment Expense Reserves

     The consolidated financial statements include the estimated
liability for unpaid losses and LAE of AFG's insurance
subsidiaries.  This liability represents estimates of the
ultimate net cost of all unpaid losses and LAE and is determined
by using case-basis evaluations and actuarial projections.  These
estimates are subject to the effects of changes in claim amounts
and frequency and are periodically reviewed and adjusted as
additional information becomes known.  In accordance with
industry practices, such adjustments are reflected in current
year operations.

     Future costs of claims are projected based on historical
trends adjusted for changes in underwriting standards, policy
provisions, the anticipated effect of inflation and general
economic trends.  These anticipated trends are monitored based on
actual development and are reflected in estimates of ultimate
claim costs.



                                    10
<PAGE>
     Generally, reserves for reinsurance and involuntary pools
and associations are reflected in AFG's results at the amounts
reported by those entities.

     Unless otherwise indicated, the following discussion of
insurance reserves includes the reserves of American Premier's
subsidiaries for only those periods following the Mergers.
     
     See Note P to the Financial Statements for an analysis of
changes in AFG's estimated liability for losses and LAE, net of
reinsurance (and grossed up), over the past three years on a GAAP
basis.

     The following table presents the development of AFG's
liability for losses and LAE, net of reinsurance, on a GAAP basis
for the last ten years, excluding reserves of American Premier
subsidiaries prior to the Mergers.  The top line of the table
shows the estimated liability (in millions) for unpaid losses and
LAE recorded at the balance sheet date for the indicated years.
The second line shows the re-estimated liability as of December
31, 1995.  The remainder of the table presents development as
percentages of the estimated liability.  The development results
from additional information and experience in subsequent years.
The middle line shows a cumulative deficiency (redundancy) which
represents the aggregate percentage increase (decrease) in the
liability initially estimated.  The lower portion of the table
indicates the cumulative amounts paid as of successive periods as
a percentage of the original loss reserve liability.
<PAGE>
<TABLE>
<CAPTION>
                                   1985    1986     1987     1988     1989     1990
<S>                              <C>     <C>      <C>      <C>     <C>      <C>
Liability for unpaid losses
and loss adjustment expenses:
 As originally estimated         $1,605  $1,843   $2,024   $2,209   $2,246   $2,137
 As re-estimated at
  December 31, 1995               2,385   2,258    2,222    2,275    2,271    2,103

Liability re-estimated as of:
 One year later                   109.2%  102.7%   102.5%    99.8%   100.4%    98.6%
 Two years later                  116.7%  107.3%   103.6%   100.0%    99.3%    97.7%
 Three years later                123.4%  109.7%   103.1%    99.7%    98.4%    97.4%
 Four years later                 129.9%  110.8%   102.5%    98.7%    98.2%    99.2%
 Five years later                 132.3%  111.8%   102.6%    99.1%   101.1%    98.4%
 Six years later                  134.8%  112.7%   103.5%   103.0%   101.1%
 Seven years later                136.6%  115.3%   109.4%   103.0%
 Eight years later                140.7%  122.1%   109.8%
 Nine years later                 148.2%  122.5%
 Ten years later                  148.6%

Cumulative deficiency
 (redundancy)                      48.6%   22.5%     9.8%     3.0%     1.1%    (1.6%)

Cumulative paid as of:
 One year later                    45.5%   33.0%    29.2%    29.4%    32.3%    26.1%
 Two years later                   69.0%   52.5%    49.0%    48.6%    48.2%    43.2%
 Three years later                 84.6%   67.7%    63.5%    59.8%    59.2%    55.3%
 Four years later                  96.6%   79.3%    72.2%    67.9%    67.6%    64.8%
 Five years later                 106.4%   86.4%    78.5%    74.0%    74.3%    70.4%
 Six years later                  112.4%   91.9%    83.6%    79.5%    78.1%
 Seven years later                117.3%   96.1%    87.7%    82.4%
 Eight years later                121.3%  100.0%    90.3%
 Nine years later                 125.2%  102.7%
 Ten years later                  128.0%

                                   1991    1992     1993     1994     1995
Liability for unpaid losses
and loss adjustment expenses:
 As originally estimated         $2,129  $2,123   $2,113   $2,187   $3,393
 As re-estimated at
  December 31, 1995               2,040   1,985    1,959    2,080      N/A
Liability re-estimated as of:
 One year later                    99.3%   99.9%    98.1%    95.1%
 Two years later                   98.7%   98.2%    92.7%
 Three years later                 97.4%   98.0%    93.5%
 Four years later                  99.2%   95.8%
 Five years later                  98.4%
Cumulative deficiency
 (redundancy)                      (4.2%)  (6.5%)   (7.3%)   (4.9%)    N/A
Cumulative paid as of:
 One year later                    26.1%   26.4%    26.7%    25.2%    26.5%
 Two years later                   43.2%   43.0%    43.7%    40.1%
 Three years later                 55.3%   55.4%    53.6%
 Four years later                  64.8%   62.6%
 Five years later                  70.4%
</TABLE>
<PAGE>
     The following table presents the development of the
liability (in millions) for losses and LAE, net of reinsurance,
including the reserves of American Premier's subsidiaries for
periods prior to the Mergers.
<TABLE>
<CAPTION>
                                   1985    1986     1987     1988     1989     1990
<S>                              <C>     <C>      <C>      <C>     <C>       <C>
Liability for unpaid losses
and loss adjustment expenses:
 As originally estimated         $1,605  $1,843   $2,024   $2,209   $2,616   $2,739
 As re-estimated at
  December 31, 1995               2,385   2,258    2,222    2,275    2,579    2,640

Cumulative deficiency
  (redundancy)                     48.6%   22.5%     9.8%     3.0%   (1.4%)    (3.6%)

                                   1991    1992     1993     1994    1995
Liability for unpaid losses
and loss adjustment expenses:
 As originally estimated         $2,793  $2,886   $3,029   $3,267  $3,393
 As re-estimated at
  December 31, 1995               2,648   2,655    2,790    3,110     N/A

Cumulative deficiency
  (redundancy)                     (5.2%)  (8.0%)  (7.9%)   (4.8%)    N/A
</TABLE>
     These tables do not present accident or policy year
development data.  Furthermore, in evaluating the re-estimated
liability and cumulative deficiency (redundancy), it should be
noted that each percentage includes the effects of changes in
amounts for prior periods.  For example, a deficiency



                                    11
<PAGE>
(redundancy) related to losses settled in 1995, but incurred in
1985, would be included in the re-estimated liability and
cumulative deficiency (redundancy) percentage for each of the
years 1985 through 1994.  Conditions and trends that have
affected development of the liability in the past may not
necessarily exist in the future.  Accordingly, it may not be
appropriate to extrapolate future redundancies or deficiencies
based on this table.

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

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

     The change in rules of negligence governing tort claims has
also influenced the loss development trend.  During the early to
mid-1980s, most states changed from contributory to comparative
negligence rules.  Under contributory negligence rules, a
plaintiff seeking damages is barred from recovering damages for a
loss if it can be demonstrated that the plaintiff's own
negligence contributed in any way to the cause of the injury.
Under comparative negligence rules, a plaintiff's negligence is
no longer a bar to recovery.  Instead, the degree of plaintiff's
negligence is compared to the negligence of any other party.
Generally, if the plaintiff's negligence is 50% or less of the
cause of the injury, the plaintiff can recover damages, but in an
amount reduced by the portion of damage attributable to the
plaintiff's own negligence.  Many claims which would have been
successfully defended under contributory negligence rules now
result in an award of damages or a settlement during suit under
the comparative negligence rules.

<PAGE>
     The differences between the liability for losses and LAE
reported in the annual statements filed with the state insurance
departments in accordance with statutory accounting principles
("SAP") and that reported in the accompanying consolidated
financial statements in accordance with GAAP at December 31,
1995, are as follows (in millions):

     Liability reported on a SAP basis                  $3,394

      Additional discounting of GAAP reserves in excess
       of the statutory limitation for SAP reserves        (21)
      Reserves of foreign operations                        20
      Reinsurance recoverables                             704

     Liability reported on a GAAP basis                 $4,097

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

     Establishing reserves for A&E claims is subject to
uncertainties that are greater than those presented by other
types of claims.  Factors contributing to those uncertainties
include a lack of sufficiently detailed historical data, long
reporting delays, uncertainty as to the number and identity of
insureds with potential exposure, unresolved legal issues


                                    12
<PAGE>
regarding policy coverage, and the extent and timing of any such
contractual liability.  Courts have reached different and
sometimes inconsistent conclusions as to when a loss is deemed to
have occurred, what policies provide coverage, what claims are
covered, whether there is an insured obligation to defend, how
policy limits are determined and other policy provisions.
Management believes these issues are not likely to be resolved in
the near future.

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

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

                                      1995    1994    1993

Reserves at beginning of year       $226.8  $141.5  $142.6
Incurred losses and LAE (a)           25.6   118.3    36.4
Paid losses and LAE                  (32.1)  (33.0)  (37.5)
Reserves at end of year, net of 
  reinsurance recoverable            220.3   226.8   141.5
Reinsurance recoverable              163.5   155.0   106.9
Gross reserves at end of year       $383.8  $381.8  $248.4

(a)  Amounts in 1994 reflect an allocation of a specific portion
     of IBNR reserves to A&E claims as described above.

     Since the mid-1980's, AFG has also written certain
environmental coverages (asbestos abatement and underground
storage tank liability) in which the premium charged is intended
to provide coverage for the specific environmental exposures
inherent in these policies.  The business has been profitable
since its inception.  To date, approximately $174 million of
premiums has been written and reserves for unpaid losses and LAE
aggregated $48 million at December 31, 1995 (not included in the
above table).







                                     13
<PAGE>
Annuity Operations

     General.   American Annuity Group ("AAG") is a holding
company whose primary asset is the capital stock of GALIC which
it acquired from GAI on December 31, 1992.  GALIC sells annuities
primarily to employees of qualified not-for-profit organizations.
GALIC is currently rated "A" (Excellent) by A.M. Best.  AAG and
its subsidiaries employ approximately 850 persons.

     The following table (in millions) presents information
concerning GALIC.

                                        1995     1994    1993
Statutory Accounting Principles Basis
Total Assets                          $5,414   $5,057  $4,758
Insurance Reserves:
  Annuities                           $4,974   $4,655  $4,299
  Life                                    22       21      22
  Accident and Health                     -         1       1
                                      $4,996   $4,677  $4,322

Capital and Surplus                   $  273   $  256  $  251
Asset Valuation Reserve (a)               90       80      70
Interest Maintenance Reserve (a)          32       28      36

Annuity Receipts:
  Flexible Premium:
    First Year                        $   42   $   39  $   47
    Renewal                              196      208     223
                                         238      247     270
  Single Premium                         219      196     130
     Total Annuity Receipts           $  457   $  443  $  400


Generally Accepted Accounting Principles Basis
Total Assets                          $5,631   $5,044  $4,883
Annuity Benefits Accumulated           4,917    4,596   4,257
Stockholder's Equity                     645      449     520

(a) Allocation of surplus.

     Annuity Products.   Annuities are long-term retirement
savings plans that benefit from interest accruing on a
tax-deferred basis.  Employees of qualified not-for-profit
organizations are eligible to save for retirement through
contributions made on a before tax basis.  Contributions are made
at the discretion of the participants through payroll deductions
or through tax-free "rollovers" of funds.  Federal income taxes
are not payable on contributions or earnings until amounts are
withdrawn.

<PAGE>

     GALIC's principal products are FPDAs and SPDAs.  FPDAs are
characterized by premium payments that are flexible in amount and
timing as determined by the policyholder.  SPDAs are issued in
exchange for a one-time lump-sum premium payment.  Over the last
five years, approximately three-fourths of GALIC's SPDA receipts
have resulted from rollovers of tax-deferred funds previously
maintained by policyholders with other insurers.

     All annuity products issued by GALIC itself have been fixed
rate annuities.  With a fixed rate annuity, an interest crediting
rate is initially set by the issuer, and thereafter changed from
time to time by the issuer based on market conditions, subject to
any guaranteed interest crediting rates in the policy.  At
December 31, 1995, approximately 95% of GALIC's annuity
policyholder benefit reserves consisted of fixed rate annuities
which offered a minimum interest rate guarantee of 4%.  The
balance of the liabilities had a minimum guaranteed rate of 3%.
In determining the frequency and extent of changes in the
crediting rate, GALIC takes into account the profitability of its
annuity business and the relative competitive position of its
products.




                                    14
<PAGE>
     A GALIC subsidiary began marketing variable annuities in the
fourth quarter of 1995.  With a variable annuity, the earnings
credited to the policy varies based on the investment results of
the underlying investment options chosen by the policyholder.
Policyholders may also choose to direct all or a portion of their
premiums to various fixed rate options.  For these annuity
products, all premiums directed to the variable options are
placed in funds managed by third party investment advisers.

     GALIC seeks to maintain a desired spread between the yield
on its investment portfolio and the rate it credits to its
policies.  GALIC accomplishes this by (i) offering crediting
rates which it has the option to change, (ii) designing annuity
products that encourage persistency and (iii) maintaining an
appropriate matching of assets and liabilities.  GALIC imposes
certain surrender charges and front-end fees during the first
five to ten years of a policy to discourage customers from
surrendering or withdrawing funds in those early years.  Partly
due to these features, annuity surrender payments have averaged
approximately 8% of related statutory reserves over the past five
years.  At December 31, 1995, GALIC had over 250,000 annuity
policies in force, nearly all of which were individual contracts.

     Marketing.   GALIC markets its tax-deferred annuities
principally to employees of educational institutions in the
kindergarten through high school segment.  GALIC's management
believes that this market segment is attractive because of its
size and growth potential, and the persistency rate it has
demonstrated.  In 1995, written premiums from this market segment
represented approximately three-fourths of GALIC's total
tax-qualified premiums.

     GALIC distributes its annuity products through over 80
managing general agents ("MGAs") who, in turn, direct
approximately 1,000 actively producing independent agents.  GALIC
has developed its business on the basis of its relationships with
MGAs and independent agents primarily through a consistent
marketing approach and responsive service.

     GALIC is licensed to sell its products in all states (except
New York) and in the District of Columbia.  The following table
reflects the geographical distribution of GALIC's annuity
premiums in 1995 compared to 1991.

  State           1995    1991       State         1995    1991
  California      19.4%   20.1%      New Jersey     4.1%    6.3%
  Florida          7.8     9.8       Minnesota      3.8      *
  Massachusetts    6.5     9.1       Connecticut    3.4     6.2
  Ohio             6.4     5.1       Illinois       2.9     3.3
  Michigan         6.2     9.4       Iowa           2.1      *
  Washington       5.4      *        Rhode Island    *      2.8
  North Carolina   4.8     2.9       Other         22.6    20.0
  Texas            4.6     5.0                    100.0%  100.0%
  _____________
  * less than 2%

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

     Acquisition of Laurentian  In November 1995, AAG completed
the acquisition of Laurentian Capital Corporation, a life
insurance holding company, for $151 million.  Laurentian's
principal insurance subsidiaries are Loyal American Life
Insurance Company and Prairie States Life Insurance Company.






                                    15
<PAGE>
     Loyal offers a variety of life and supplemental health
insurance products through payroll deduction plans and credit
unions.  Loyal's products are marketed with the endorsement or
consent of the employer or the credit union management.  In 1995
and 1994, Loyal collected $41 million and $43 million,
respectively, in life and accident and health premiums.  At
December 31, 1995, Loyal had total statutory assets of
approximately $252 million, reserves for future policy benefits
of approximately $201 million, and capital and surplus of
approximately $35 million.

     Prairie offers a variety of life insurance and annuity
products to finance pre-arranged funerals.  Prairie markets its
products with the sponsorship of state associations of funeral
directors as well as individual funeral directors.  At year-end
1995, Prairie had relationships with more than 2,000 funeral
homes nationwide.  In 1995 and 1994, Prairie collected $80
million and $53 million, respectively, in life and annuity
premiums.  At December 31, 1995, Prairie had total statutory
assets of approximately $359 million, reserves for future policy
benefits of approximately $320 million and capital and surplus of
approximately $24 million.  In March 1996, AAG changed Prairie's
name to American Memorial Life Insurance Company.

     Competition    AAG's insurance companies operate in
highly competitive markets.  They compete with other insurers
and financial institutions based on many factors, including
(i) ratings, (ii) financial strength, (iii) reputation, (iv)
service to policyholders, (v) product design (including
interest rates credited), (vi) commissions and (vii) service
to agents.  Since policies are marketed and distributed
primarily through independent agents, the insurance companies
must also compete for agents.  Management believes that
consistently targeting the same market and emphasizing service
to agents and policyholders provides a competitive advantage.

     More than 100 insurance companies offer tax-deferred
annuities.  No single insurer dominates the marketplace.
Competitors include (i) individual insurers and insurance
groups, (ii) mutual funds and (iii) other financial
institutions of varying sizes.  Some of these are mutual
insurance companies possessing competitive advantages in that
all of their profits inure to their policyholders, and many of
which possess financial resources substantially in excess of
those available to AAG's insurance companies.  In a broader
sense, AAG's insurance companies compete for retirement
savings with a variety of financial institutions offering a
full range of financial services.  Financial institutions have
demonstrated a growing interest in marketing investment and
savings products other than traditional deposit accounts.  In
addition, recent judicial and regulatory decisions have
expanded powers of financial institutions in this regard.  It
is too early to predict what impact, if any, these
developments will have on AAG's insurance companies.


      
                                    16
<PAGE>
Other Companies

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

     Through subsidiaries, AFC is engaged in a variety of
other businesses, including The Golf Center at Kings Island
(golf and tennis facility) and Provident Travel Agency, both
in the Greater Cincinnati area; commercial real estate
operations in Cincinnati (office buildings and The
Cincinnatian Hotel), Louisiana (Le Pavillon Hotel),
Massachusetts (Chatham Bars Inn), Texas (Driskill Hotel) and
apartments in Florida, Kentucky, Louisiana, Minnesota,
Oklahoma, Pennsylvania, Texas and Wisconsin.  These operations
employ approximately 700 full-time employees.

     In March 1996, American Premier sold its interest in an
independent pipeline common carrier of refined petroleum
products for approximately $63 million.

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

     AFC was engaged in the distribution and production of
filmed entertainment programming through Spelling
Entertainment Group.  In 1993, AFC sold its common stock
investment in Spelling to Blockbuster Entertainment in
exchange for $151 million in Blockbuster securities.

     In 1993, AFC sold its insurance brokerage operation,
American Business Insurance, Inc., to Acordia, Inc., an

Indianapolis-based insurance broker for $82 million in cash
and Acordia securities.

<PAGE>

Investment Portfolio

     General.   A breakdown of AFG's December 31, 1995,
investment portfolio by business segment follows (excluding
investment in equity securities of investee corporations) (in
millions).
<TABLE>
<CAPTION>
                                                                       Total
                                              Carrying Value          Market
                                      P&C  Annuity  Other     Total    Value
<S>                                <C>     <C>      <C>    <C>       <C>
Cash and short-term investments    $  230   $  169   $145   $   544  $   544
Bonds and redeemable preferred
  stocks                            4,261    5,272      5     9,538    9,679
Other stocks, options and
 warrants                             219       33     -        252      252
Loans receivable                      148      464     19       631      631(a)
Real estate and other investments     140       40     40       220      220(a)
                                   $4,998   $5,978   $209   $11,185  $11,326
</TABLE>
(a)  Carrying value used since market values are not readily
     available.












                                                                        
                                     17
<PAGE>
    The following tables present the percentage distribution and
yields of AFG's investment portfolio (excluding investment in equity
securities of investee corporations) as reflected in its financial
statements.
<TABLE>
<CAPTION>

                                          1995    1994    1993   1992   1991
<S>                                       <C>     <C>     <C>    <C>    <C>
Cash and Short-term Investments            4.9%    2.2%    2.3%   9.3%  15.3%
Bonds and Redeemable Preferred Stocks:
 U.S. Government and Agencies              3.7     4.0     2.8    5.7    5.3
 State and Municipal                        .7      .8      .8     .6     .6
 Public Utilities                          9.7     9.1     9.3    8.5   10.7
 Mortgage-Backed Securities               20.7    21.8    24.7   22.9   20.8
 Corporate and Other                      46.8    48.6    42.0   33.9   31.8
 Redeemable Preferred Stocks               1.0     1.4     1.3     .8     .3
                                          82.6    85.7    80.9   72.4   69.5
 Net Unrealized Gains (Losses) on Bonds
   and Redeemable Preferred Stocks held
   Available for Sale                      2.7    (1.0)    1.8     .8     -
                                          85.3    84.7    82.7   73.2   69.5
Other Stocks, Options and Warrants         2.3     2.7     4.6    2.6    3.2
Loans Receivable                           5.6     8.4     8.5   12.9    9.9
Real Estate and Other Investments          1.9     2.0     1.9    2.0    2.1
                                         100.0%  100.0%  100.0% 100.0% 100.0%

Yield on Fixed Income Securities:
 Excluding realized gains and losses       7.9%    8.1%    8.0%   8.8%   9.5%
 Including realized gains and losses       8.8%    8.1%    8.7%   9.8%   9.0%

Yield on Stocks:
 Excluding realized gains and losses       3.9%    5.1%    4.4%   6.4%   2.2%
 Including realized gains and losses       8.4%   35.4%   16.9%  15.5%  29.7%

Yield on Investments (A):
 Excluding realized gains and losses       7.9%    8.1%    7.9%   8.7%   9.2%
 Including realized gains and losses       8.8%    8.8%    9.0%  10.0%  10.0%
</TABLE>
(A)  Excludes "Real Estate and Other Investments".

<PAGE>

     Fixed Maturity Investments.  Unlike most insurance groups
which have portfolios that are invested heavily in tax-exempt
bonds, AFG's bond portfolio is invested primarily in taxable
bonds.  The NAIC assigns quality ratings which range from Class 1
(highest quality) to Class 6 (lowest quality).  The following
table shows AFG's bonds and mandatory redeemable preferred
stocks, by NAIC designation (and comparable Standard & Poor's
Corporation rating) as of December 31, 1995 (dollars in
millions):

 NAIC                                  Amortized    Market   Value
Rating Comparable S&P Rating                Cost    Amount       %

 1     AAA, AA, A                         $6,137    $6,428     66%
 2     BBB                                 2,556     2,682     28
          Total investment grade           8,693     9,110     94
 3     BB                                    326       338      4
 4     B                                     218       223      2
 5     CCC, CC, C                             -          2      *
 6     D                                      -          6      *
          Total non-investment grade         544       569      6
Total                                     $9,237    $9,679    100%

_______________
(*)Less than 1%

     Risks inherent in connection with fixed income securities
include loss upon default and market price volatility.  Factors
which can affect the market price of securities include:
creditworthiness, changes in interest rates, the number of market
makers and investors, defaults by major issuers of securities and
public concern about concentrations in certain types of
securities by institutions.


                                   18
<PAGE>
     AFG's primary investment objective for bonds and mandatory
redeemable preferred stocks is to receive interest and dividend
income rather than to realize capital gains.  AFG invests in
bonds and mandatory redeemable preferred stocks that have
primarily short-term and intermediate-term maturities.  This
practice allows flexibility in reacting to fluctuations of
interest rates.

     Equity Investments.   AFG's equity investment practice
permits concentration of attention on a relatively limited number
of companies.  Some of the equity investments, because of their
size, may not be as readily marketable as the typical small
investment position.  Alternatively, a large equity position may
be attractive to persons seeking to control or influence the
policies of a company and AFG's concentration in a relatively
small number of companies may permit it to identify investments
with above average potential to increase in value.

     The December 31, 1995, carrying values and market values of
AFG's investment in Chiquita and Citicasters, as well as its
ownership percentages in these investee corporations, were as
follows (dollars in millions):

                                 AFG's
                             Ownership   Carrying    Market
                            Percentage      Value     Value

        Chiquita                44%        $232.4   $330.0
        Citicasters             38%          74.1    178.8
                                           $306.5   $508.8

     Chiquita    Chiquita is a leading international marketer,
producer and distributor of bananas and other quality fresh and
processed food products.  In addition to bananas, these products
include tropical fruit and other fresh produce; fruit and
vegetable juices and beverages; processed fruits and vegetables;
salads; and edible oil-based consumer products.  Sales of bananas
accounted for approximately 60% of Chiquita's net sales in each
of the last three years.  In 1995, Chiquita sold approximately
one-half of its total banana volumes in Europe and over 40% of
its banana volumes in North America. Chiquita has generally been
able to obtain a premium price for its bananas due to its
reputation for quality and its innovative marketing techniques.

     Banana marketing is highly competitive.  Selling prices
which importers receive for bananas depend on the available
supplies of bananas and other fresh fruit in each market and on
the relative quality and wholesaler and retailer acceptance of
bananas offered by competing importers.  Excess supplies may
result in increased price competition.  Although production of
bananas tends to be relatively stable throughout the year,
competition comes not only from bananas sold by others, but also
from other fresh fruit which may be seasonal in nature.  The
resulting seasonal variations in demand cause banana pricing to
be seasonal.  As a result, quarterly results of Chiquita, and
<PAGE>
therefore AFG's equity in Chiquita's earnings, are subject to
significant seasonal variations with stronger quarterly results
occurring in the first six months of the calendar year.

     A significant portion of Chiquita's operations are conducted
in foreign countries, and are subject to risks that are inherent
in operating in such foreign countries, including government
regulation, fluctuations in exchange rates, currency restrictions
and other restraints, risks of expropriation and burdensome
taxes.

     In 1993, the European Union ("EU") implemented a new quota
restricting the volume of Latin American bananas imported into
the EU, which had the effect of decreasing Chiquita's volume and
market share in Europe.  The quota grants preferred status to
producers and importers within the EU and its former colonies,
while imposing quotas and tariffs on bananas imported from other
sources, including Latin America, which is Chiquita's primary
source of fruit.  In March 1994, four of the countries which had
previously filed actions against the EU banana policy (Costa Rica, 
Colombia, Nicaragua and Venezuela) reached a settlement with the 
EU by signing a "Framework


                                   19
<PAGE>
Agreement."  The Framework Agreement authorizes the imposition of
additional restrictive and discriminatory quotas and export
licenses on U.S. banana marketing firms, while leaving EU
firms exempt.  Costa Rica and Colombia implemented this agreement
in 1995, significantly increasing Chiquita's cost to export
bananas from these sources.

     In September 1995, based on a finding by the Office of the
U.S. Trade Representative ("USTR") that the EU regime unfairly
discriminates against U.S. banana marketing firms, the United
States, joined by Guatemala, Honduras and Mexico (and, in
February 1996, by Ecuador), commenced an international trade
challenge against the EU regime using the procedures of the World
Trade Organization.  In January 1996, the USTR announced that it
had found the Framework Agreement export policies of Costa Rica
and Colombia to be unfair and further announced that it was not
imposing sanctions at that time, pending further consultations
with those countries to eliminate harm to U.S. commerce. There
can be no assurance as to the outcome of these proceedings or
their impact, if any, on the EU quota regime or the Framework
Agreement.

     Citicasters    Citicasters owns and operates two
network-affiliated television stations, 14 FM radio stations and
five AM radio stations.  Substantially all of Citicasters'
broadcast revenues come from the sale of advertising time to
local and national advertisers.  Local advertisements are sold by
each stations' sales personnel and national spots are sold by
independent national sales representatives.

     Citicasters' AM radio stations offer their listeners a
wide range of programs including news, music, discussion,
commentary and sports.  Citicasters' FM radio stations offer
programming more focused on music.  Citicasters' television
stations receive a significant portion of their programming
from their respective networks; the networks sell commercial
advertising time within such programming.  The competitive
position of the stations is directly affected by viewer
acceptance of network programs.  Citicasters currently has one
CBS affiliated television station and one ABC affiliated
station.  The ABC affiliate is scheduled to switch its
affiliation to CBS in June 1996.  The non-network programs
broadcast by the stations are either produced by the stations
or acquired from other sources.  Locally originated programs
include a wide range of show types such as news,
entertainment, sports, public affairs and religious programs.

     In February 1996, AFG announced that it had entered into
an agreement to sell its common stock investment in
Citicasters to Jacor Communications, Inc. for $220 million in
cash plus warrants to purchase Jacor common stock.

<PAGE>

Regulation

     AFG's insurance company subsidiaries are subject to
regulation in the jurisdictions where 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 policies, 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
and affiliates generally must be disclosed and prior approval
of the applicable insurance regulatory authorities generally
is required for any such transaction which may be deemed to be
material or extraordinary.  In addition, while differing from
state to state, these regulations typically restrict the
maximum amount of dividends that may be paid by an insurer to
its shareholders in any twelve-month period without advance
regulatory approval.  Such limitations are generally based on
earnings or statutory surplus.  Under applicable restrictions,
the maximum amount of dividends that may be paid by AFG's
insurance subsidiaries during 1996 without seeking regulatory
clearance is approximately $210 million.



                                    20
<PAGE>
     Changes in state insurance laws and regulations have the
potential to materially affect the revenues and expenses of the
insurance operations.  The Company is unable to predict whether
or when laws or regulations may be adopted or enacted in such
states or what the impact of such developments would be on the
future operations and revenues of its insurance businesses in
such states.

     In 1994, the California Supreme Court upheld Proposition
103, an insurance reform measure passed by California voters in
1988.  In addition to increasing rate regulation, Proposition 103
gives the California Insurance Commissioner power to mandate rate
rollbacks for most lines of property and casualty insurance.  By
its terms, Proposition 103 does not affect workers' compensation
insurance.  During 1995, GAI finalized a settlement agreement
setting its refund obligation at $19 million.

     Prior to 1995, minimum premium rates for California workers'
compensation insurance were determined by the California
Commissioner based in part upon recommendations of the Workers'
Compensation Insurance Rating Bureau of California.  In July
1993, California enacted legislation (the "Reform Legislation")
effecting an immediate overall 7% reduction in workers'
compensation insurance premium rates 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 its filing with the California Commissioner unless
the rate is disapproved by the California Commissioner.  Between
December 1, 1993 and January 1, 1995, when the "open rating"
policy went into effect, the California Commissioner ordered
additional rate decreases totalling more than 25%.

     Most states have created insurance guarantee associations to
provide for the payment of claims of insurance companies that
become insolvent.  Annual assessments for AFG's insurance
companies have not been material.  In addition, many states have
created "assigned risk" plans or 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 otherwise.
Automobile insurers in those states are required to provide such
coverage to a proportionate number of those drivers applying as
assigned risks.  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.  Assigned risks accounted for
approximately one half of one percent of AFG's net written
premiums in 1995.

     The NAIC is an organization which is comprised of the chief
insurance regulator for each of the 50 states and the District of
Columbia.  In 1990, the NAIC began an accreditation program to
ensure that states have adequate procedures in place for
effective insurance regulation, especially with respect to
financial solvency.  The accreditation program requires that a
<PAGE>
state meet specific minimum standards in over 15 regulatory areas
to be considered for accreditation.  The accreditation program is
an ongoing process and once accredited, a state must enact any
new or modified standards approved by the NAIC within two years
following adoption.  As of December 31, 1995, the District of
Columbia and 46 states were accredited including states which
regulate AFG's largest insurance subsidiaries.

     The NAIC model law for Risk Based Capital applies to both
life and property and casualty companies.  The risk-based capital
formulas determine the amount of capital that an insurance
company needs to ensure that it has an acceptably low expectation
of becoming financially impaired.  The model law provides for
increasing levels of regulatory intervention as the ratio of an
insurer's total adjusted capital and surplus decreases relative
to its risk-based capital, culminating with mandatory control of
the operations of the insurer by the domiciliary insurance department 
at the so-called "mandatory control level".  The risk-based capital 
formulas became effective in 1993 for life companies and in 1995 for
property and casualty companies.  Based on the 1995 results of
AFG's insurance companies, all such companies are adequately
capitalized.



                                  21
<PAGE>
   The NAIC has been considering the adoption of a model
investment law for several years.  The current projection for
a new model investment law is 1996, at the earliest.  It is
not yet determined whether the model investment law would be
added to the NAIC accreditation standards so that adoption of
the model would be required for the achievement or
continuation of any state's accreditation.  It is not possible
to predict the impact of these activities on AFG's insurance
subsidiaries.

                              ITEM 2

                            Properties

   Subsidiaries of AFG own several buildings in downtown
Cincinnati.  AFG and its affiliates occupy about three-fifths
of the aggregate 580,000 square feet of commercial and office
space.

   AFG's insurance subsidiaries lease the majority of their
office and storage facilities in numerous cities throughout
the United States, including GAI's and AAG's home offices in
Cincinnati.  Two of AAG's subsidiaries own home office
buildings in Mobile, Alabama and Rapid City, South Dakota.
These companies occupy approximately two-thirds of the 133,000
square feet and lease the remaining space to unaffiliated
tenants.

                              ITEM 3

                        Legal Proceedings


    AFG and its subsidiaries are involved in various
litigation, most of which arose in the ordinary course of
business.  Except for the following, management believes that
none of the litigation meets the threshold for disclosure
under this Item.
<PAGE>
    In May 1994, lawsuits were filed against American Premier
by USX Corporation ("USX") and its former subsidiary, Bessemer
and Lake Erie Railroad Company ("B&LE"), seeking contribution
by American Premier, as the successor to the railroad business
conducted by Penn Central Transportation Company ("PCTC")
prior to 1976, for all or a portion of the approximately $600
million that USX paid in satisfaction of a judgment against
B&LE for its participation in an unlawful antitrust conspiracy
among certain railroads commencing in the 1950's and
continuing through the 1970's.  The lawsuits argue that USX's
liability for that payment was attributable to PCTC's alleged
activities in furtherance of the conspiracy.  On October 13,
1994, the U.S. District Court for the Eastern district of
Pennsylvania enjoined USX and B&LE from continuing their
lawsuits against American Premier, ruling that their claims
are barred by the 1978 Consummation Order issued by that Court
in PCTC's bankruptcy reorganization proceedings.  USX and B&LE
appealed the District Court's ruling to the U.S. Court of
Appeals for the Third Circuit. On December 13, 1995, the Court
of Appeals reversed the U.S. District Court decision.  In its
opinion, the Court of Appeals only addressed American
Premier's procedural argument that the claims of USX could not
proceed because they are barred by the Consummation Order.
The Third Circuit expressly recognized in its opinion that it
was not deciding any of American Premier's defenses on the
merits.

     On January 8, 1996, American Premier filed a petition for
rehearing en banc, requesting all of the judges of the Third
Circuit to review the three-judge panel's decision.  That
petition was denied on February 16, 1996.  As a result,
American Premier will petition the U.S. Supreme Court to
review the bankruptcy bar issue.  In the event that subsequent
reviews do not reinstate the District Court's injunction and
USX's lawsuits are eventually permitted to go forward,
American Premier and its outside counsel believe that American
Premier has substantial defenses to these lawsuits and should
not suffer a material loss as a result of this litigation.



                                   22
<PAGE>    
    American Premier is a party or named as a potentially
responsible party in a number of proceedings and claims by
regulatory agencies and private parties under various
environmental protection laws, including the Comprehensive
Environmental Response, Compensation and Liability Act
("CERCLA"), seeking to impose responsibility on American
Premier for hazardous waste remediation costs at certain
railroad sites formerly owned by PCTC and at certain other
sites where  hazardous waste allegedly generated by PCTC's
railroad operations is present.  It is difficult to estimate
American Premier's liability for remediation costs at these
sites for a number of reasons, including the number and
financial resources of other potentially responsible parties
involved at a given site, the varying availability of evidence
by which to allocate responsibility among such parties, the
wide range of costs for possible remediation alternatives,
changing technology and the period of time over which these
matters develop.  Nevertheless, American Premier believes that
its previously established loss accruals for potential pre-
reorganization environmental liabilities at such sites are
adequate to cover the probable amount of such liabilities,
based on American Premier's estimates of remediation costs and
related expenses at such sites and its estimates of the
portions of such costs that will be borne by other parties.
Such estimates are based on information currently available to
American Premier and are subject to future change as
additional information becomes available.  Such estimates do
not assume any recovery from American Premier's insurance
carriers, although American Premier does intend to seek
reimbursement from certain insurers for such remediation costs
as American Premier incurs.

    In terms of potential liability to American Premier, the
company believes that the most significant such site is the
railyard at Paoli, Pennsylvania ("Paoli Yard") which PCTC
transferred to Consolidated Rail Corporation ("Conrail") in
1976.  A Record of Decision issued by the U.S. Environmental
Protection Agency in 1992 presented a final selected remedial
action for clean-up of polychlorinated biphenyls ("PCB's") at
Paoli Yard having an estimated cost of approximately $28
million.  American Premier has accrued its portion of such
estimated clean-up costs in its financial statements (in
addition to related expenses) but has not accrued the entire
amount because it believes it is probable that other parties,
including Conrail, will be responsible for substantial
percentages of the clean-up costs by virtue of their operation
of electrified railroad cars at Paoli Yard that discharged
PCB's at higher levels than discharged by cars operated by
PCTC.

     In management's opinion, the outcome of the foregoing
environmental claims and contingencies will not, individually
or in the aggregate, have a material adverse effect on the
financial condition of American Premier.  In making this
assessment, management has taken into account previously
established loss accruals in its financial statements and
probable recoveries from third parties.
                                   23
<PAGE>
                             PART II

                              ITEM 5

Market for Registrant's Common Equity and Related Stockholder Matters

     AFG Common Stock is listed and traded on the New York Stock
Exchange ("NYSE") under the symbol AFG.  The information
presented in the table below represents the high and low sales
prices per share reported on the NYSE Composite Tape.  For
periods prior to the Second Quarter of 1995, the data listed
represents data of American Premier, known prior to March 1994 as
The Penn Central Corporation.

                           Price Per Share of
                             Common Stock        Dividends
                           High         Low           Paid
   1994
   First Quarter        $33 1/4     $23 3/8          $0.22
   Second Quarter        30          23 3/4           0.22
   Third Quarter         27 5/8      23 3/4           0.22
   Fourth Quarter        27          21 5/8           0.22

   1995
   First Quarter         26 1/8      22 7/8           0.25
   Second Quarter        26 1/4      23 1/4           0.25
   Third Quarter         32 1/8      25 1/4           0.25
   Fourth Quarter        30 5/8      27 3/4           0.25

     There were approximately 19,000 shareholders of record of
AFG Common Stock at March 1, 1996.  AFG's policy is to pay
quarterly dividends on its Common Stock, in amounts determined by
its Board of Directors.  The Board has declared its intention
that AFG pay a dividend of $0.25 per share per quarter. The
ability of AFG to pay dividends will be dependent upon, among
other things, the availability of dividends and payments under
intercompany tax allocation agreements from its insurance company
subsidiaries.



















                                   24
<PAGE>
                              ITEM 6

                     Selected Financial Data

    The following table sets forth certain data for the
periods indicated (dollars in millions, except per share
data).
<TABLE>
<CAPTION>

                                       1995    1994    1993    1992    1991
<S>                                 <C>      <C>     <C>    <C>      <C>
Operations Statement Data:
Total Revenues                       $3,630  $2,103  $2,721  $3,929  $5,219
Earnings (Loss) From
  Continuing Operations
  Before Income Taxes                   247      44     262    (145)    119
Earnings (Loss) From:
  Continuing Operations                 190      19     225    (162)     56
  Discontinued Operations                -       -       -       -       16
  Extraordinary Items                     1     (17)     (5)     -       -
  Cumulative Effect of
    Accounting Change                    -       -       -       85      -
Net Earnings (Loss)                     191       2     220     (77)     72

Earnings (Loss) Per Common Share (A):
 Continuing Operations                $3.87   ($.24)  $7.01  ($6.66)  $1.12
 Discontinued Operations                 -       -       -       -      .56
 Extraordinary Items                    .01    (.59)   (.16)     -       -
 Cumulative Effect of
   Accounting Change                     -       -       -     3.02      -
 Net Earnings (Loss)                   3.88    (.83)   6.85   (3.64)   1.68

Cash Dividends Paid Per
  Share of Common Stock                $.75      (B)    (B)      (B)    (B)

Ratio of Earnings to
  Fixed Charges (C)                    2.60    1.69    2.62    2.15    1.54

Balance Sheet Data:
Total Assets                        $14,954 $10,593 $10,077 $12,389 $12,057
Long-term Debt:
 American Financial
   Corporation (parent only)            311     490     572     557     559
 American Premier
   Underwriters (parent only)           337      -       -      650     650
 Great American Holding Corp.            -      359     199     299     448
 Other Subsidiaries                     234     258     283     503     451
Capital Subject to
  Mandatory Redemption                   -        3      49      28      82
Other Capital                         1,440     396     537     280     262
</TABLE>
(A) The weighted average number of shares used for periods
    prior to April 1995, is based upon the 28.3 million shares
    issued in exchange for AFC shares in the Mergers discussed
    in Note A.
<PAGE>
(B) Prior to the Mergers, AFC's common stock was privately
    held by members of the Lindner family.  American Premier
    declared and paid cash dividends per share of $.25 prior
    to the Mergers in 1995; it also declared cash dividends of
    $.91 in 1994, $.85 in 1993, $.81 in 1992 and $.71 in 1991.
    AFG declared two quarterly $.25 per share dividends
    subsequent to the Mergers in 1995.

(C) Fixed charges are computed on a "total enterprise" basis.
    For purposes of calculating the ratios, "earnings" have
    been computed by adding to pretax earnings (excluding
    discontinued operations) the fixed charges and the
    minority interest in earnings of subsidiaries having fixed
    charges and deducting (adding) the undistributed equity in
    earnings (losses) of investees.  Fixed charges include
    interest (excluding interest on annuity benefits),
    amortization of debt discount and expense, preferred
    dividend requirements of subsidiaries and a portion of
    rental expense deemed to be representative of the interest
    factor.
                                25
<PAGE>
                              ITEM 7

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

GENERAL

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

    As discussed in Note A to the Financial Statements, the
Mergers of AFC and American Premier in April 1995 were
accounted for as a reverse acquisition whereby AFC was deemed
to have acquired American Premier.  Financial statements for
periods prior to the Mergers are those of AFC.  The operations
of American Premier are included in AFG's financial statements
from the date of acquisition.

LIQUIDITY AND CAPITAL RESOURCES

Ratios  Since the Mergers to the end of the year, nearly $850
million of AFC and American Premier debt was retired or replaced
with lower cost debt, resulting in a net reduction of aggregate
debt by approximately half.  Consequently, AFG's debt to total
capital ratio at the holding company level improved from nearly
60% at the date of the Mergers to approximately 30% at December
31, 1995.  These debt reductions and replacements will also
reduce AFG's interest expense by approximately $75 million
annually.

    AFG's ratio of earnings to fixed charges on a total
enterprise basis was 2.60, 1.69 and 2.62 for the years ended
December 31, 1995, 1994 and 1993, respectively.  Assuming the
Mergers and related transactions occurred at the beginning of
each of these periods, these ratios would have been 2.93, 2.07
and 3.09, respectively.

    The National Association of Insurance Commissioners' model
law for risk based capital ("RBC") applies to both life and
property and casualty companies.  RBC formulas determine the
amount of capital that an insurance company needs to ensure
that it has an acceptable expectation of not becoming
financially impaired.  At December 31, 1995, the capital
ratios of all AFG insurance companies substantially exceeded
the RBC requirements.

Sources of Funds  AFG and its subsidiaries, AFC and American
Premier, are organized as holding companies with almost all of
their operations being conducted by subsidiaries.  These
parent corporations, however, have continuing cash needs for
administrative expenses, the payment of principal and interest
on borrowings, and shareholder dividends.  AFG, AFC and
American Premier rely primarily on dividends and tax payments
from their subsidiaries for funds to meet their obligations.
<PAGE>

    Management believes AFG has sufficient resources to meet
the liquidity requirements of AFG, AFC and American Premier
through operations in the short-term and long-term future.  If
funds generated from operations, including dividends from
subsidiaries, are insufficient to meet fixed charges in any
period, these companies would be required to generate cash
through borrowings, sales of securities or other assets, or
similar transactions.

    Prior to the Mergers, American Premier had substantial
cash and short-term investments at the parent company level.
Subsequent to the Mergers, AFC entered into a credit agreement
with American Premier.  At December 31, 1995, AFC had borrowed
$623 million under this agreement which it used for debt
retirements, capital contributions to subsidiaries, and other




                                26
<PAGE>
corporate purposes.  In addition, AFG and American Premier
entered into a reciprocal credit agreement under which these
companies will make funds available to each other for general
corporate purposes.

    Bank credit lines at several subsidiary holding companies
provide ample liquidity which can be used to obtain funds for
the operating subsidiaries or, if necessary, for the parent
companies, AFC, American Premier and ultimately AFG.
Agreements with the banks generally run for three to seven
years and are renewed before maturity.  While it is highly
unlikely that all such amounts would ever be borrowed at one
time, up to $470 million is available under these bank
facilities.

    In the past, funds have been borrowed under certain of
these bank facilities and used for working capital, capital
infusions into subsidiaries, and to retire other issues of
short-term or high-rate debt.  Also, while little was drawn on
the bank lines at December 31, 1995, AFG believes it may be
prudent and advisable to borrow up to $200 million of bank
debt in the normal course and use the proceeds to retire
additional amounts of public or privately held fixed rate debt
over the next year or two.

    Dividend payments from subsidiaries have been very
important to the liquidity and cash flow of the individual
holding companies in the past.  However, the combination of
(i) strong capital at AFG's insurance subsidiaries (and the
related decreased likelihood of a need for investment in those
companies), (ii) the reductions of debt at the holding
companies (and the related decrease in ongoing cash needs for
interest and principal payments), (iii) AFG's ability to
obtain financing in capital markets, as well as (iv) the sales
of Buckeye and Citicasters, should lessen the reliance on such
dividend payments in the future.

    For statutory accounting purposes, equity securities are
generally carried at market value.  At December 31, 1995,
AFG's insurance companies owned publicly traded equity
securities with a market value of $1.3 billion, including
equity securities of AFG affiliates (including subsidiaries)
of $1.0 billion.  Since significant amounts of these are
concentrated in a relatively small number of companies,
decreases in the market prices could adversely affect the
insurance group's capital, potentially impacting the amount of
dividends available or necessitating a capital contribution.
Conversely, increases in the market prices could have a
favorable impact on the group's dividend-paying capability.

<PAGE>
    Following the Mergers, AFC and American Premier will each
continue to file separate consolidated tax returns.  Under tax
allocation agreements with AFC, its 80%-owned U.S.
subsidiaries generally compute tax provisions as if filing
separate returns based on book taxable income computed in
accordance with generally accepted accounting principles.
American Premier has tax allocation agreements with its U.S.
insurance subsidiaries whereby such subsidiaries compute tax
provisions based on taxable income in accordance with
statutory accounting principles.  In each case, the resulting
provision (or credit) is currently payable to (or receivable
from) AFC or American Premier.  American Premier's federal
income tax loss carryforward is available to offset taxable
income and, as a result, American Premier's requirement to pay
federal income tax for 1996 is substantially eliminated.

Uncertainties   Two lawsuits were filed in 1994 against
American Premier by USX Corporation ("USX") and a former USX
subsidiary.  The lawsuits seek contribution from American
Premier for all or a portion of a $600 million final antitrust
judgment entered against a USX subsidiary in 1994.  The
lawsuits argue that USX's liability for that judgment is
attributable to the alleged activities of American Premier's
predecessor in an unlawful antitrust conspiracy among certain
railroad companies.  American Premier and its outside counsel
believe that American Premier has substantial defenses and
should not suffer a material loss as a result of this
litigation.



                                27
<PAGE>    
    Great American's liability for unpaid losses and loss
adjustment expenses includes amounts for various liability
coverages related to environmental and hazardous product
claims.  The insurance industry typically includes only claims
relating to polluted waste sites and asbestos in defining
environmental exposures, whereas Great American extends this
definition to include claims relating to breast implants,
repetitive stress on keyboards, DES (a drug used in
pregnancies years ago alleged to cause cancer and birth
defects), and other latent injuries.  At December 31, 1995,
Great American had recorded $220 million (net of
reinsurance recoverables of $164 million) for environmental
pollution and hazardous products claims on policies written
many years ago where, in most cases, coverage was never
intended.  Due to inconsistent court decisions on many
coverage issues and the difficulty in determining standards
acceptable for cleaning up pollution sites, significant
uncertainties exist which are not likely to be resolved in the
near future.

    AFG's subsidiaries are parties in a number of proceedings
relating to former operations.  See Note L to the financial
statements.

    While the results of all such uncertainties cannot be
predicted, based upon its knowledge of the facts,
circumstances and applicable laws, management believes that
sufficient reserves have been provided.

Investments  Approximately two-thirds of AFG's consolidated
assets are invested in marketable securities.  A diverse
portfolio of bonds and redeemable preferred stocks accounts
for 95% of these securities.  AFG attempts to optimize
investment income while building the value of its portfolio,
placing emphasis upon long-term performance.  AFG's goal is to
maximize return on an ongoing basis rather than focusing on
short-term performance.

    Fixed income investment funds are generally invested in
securities with short-term and intermediate-term maturities
with an objective of optimizing total return while allowing
flexibility to react to changes in market conditions.  At
December 31, 1995, the average life of AFG's bonds and
redeemable preferred stocks was approximately 6 years.

    Approximately 94% of the bonds and redeemable preferred
stocks held by AFG were rated "investment grade" (credit
rating of AAA to BBB) by nationally recognized rating agencies
at December 31, 1995.  Investment grade securities generally
bear lower yields and lower degrees of risk than those that
are unrated and non-investment grade.  Management believes
that the high quality investment portfolio should generate a
stable and predictable investment return.
<PAGE>
    Investments in mortgage-backed securities ("MBSs"),
represented approximately one-fourth of AFG's bonds and
redeemable preferred stocks at December 31, 1995.  AFG invests
primarily in MBSs which have a reduced risk of prepayment.
Interest only (I/Os), principal only (P/Os) and other "high
risk" MBSs represented less than two percent of AFG's total
mortgage-backed securities portfolio.  In addition, the
majority of MBSs held by AFG were purchased at a discount.
Management believes that the structure and discounted nature
of the MBSs will minimize the effect of prepayments on
earnings over the anticipated life of the MBS portfolio.  More
than 90% of AFG's MBSs are rated "AAA" with substantially all
being of investment grade quality.  The majority are
collateralized by GNMA, FNMA and FHLMC single-family
residential pass-through certificates.  The market in which
these securities trade is highly liquid.  Aside from interest
rate risk, AFG does not believe a material risk (relative to
earnings or liquidity) is inherent in holding such
investments.

    Because most income of the property and casualty insurance
subsidiaries is currently sheltered from income taxes, non-
taxable municipal bonds represent only a small portion (less
than 1%) of the portfolio.

    AFG's equity securities are concentrated in a relatively
limited number of major positions.  This approach allows
management to more closely monitor the companies and
industries in which they operate.

                                28
<PAGE>    
    The realization of capital gains, primarily through sales
of equity securities, was an integral part of AFG's investment
program.  Individual securities are sold creating gains or
losses as market opportunities exist. Pretax capital gains
recognized upon disposition of securities, including
investees, during the past five years have been:  1995 -
$84 million; 1994 - $50 million; 1993 - $165 million; 1992 -
$104 million and 1991 - $38 million.  At December 31, 1995,
the net unrealized gain on AFG's bonds and redeemable
preferred stocks was $442 million; the net unrealized gain on
equity securities was $115 million.

RESULTS OF OPERATIONS - THREE YEARS ENDED DECEMBER 31, 1995

General  As previously noted, financial statements for periods
prior to the April 1995, Mergers are those of AFC.  The
operations of American Premier are included in AFG's financial
statements from the date of acquisition.  AFC had accounted
for American Premier as a subsidiary in 1992 and the first
quarter of 1993 and as an investee from the second quarter of
1993 through the first quarter of 1995. Accordingly, current
year income statement components are not comparable to prior
years and are not indicative of future periods.

    Pretax earnings were $247 million in 1995 compared to
$44 million in 1994 and $262 million in 1993.

    In addition to the earnings contribution from the Mergers,
    results for 1995 include $84 million in pretax gains on
    the sale of securities.

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

    Results for 1993 include (i) $155 million in gains from
    the sales of AFC's insurance agency operations, Spelling
    Entertainment Group and 4.5 million shares of American
    Premier and additional proceeds received on the 1990 sale
    of the NSA Group to American Premier, and (ii) AFC's share
    ($52 million) of a tax benefit recorded by American
    Premier in the second, third and fourth quarters of 1993.
    These items were partially offset by a write-off of debt
    discount and expenses of $24 million.
<PAGE>
Property and Casualty Insurance - Underwriting  AFG manages
and operates its property and casualty business as three major
sectors.  The nonstandard automobile insurance companies (the
"NSA Group") insure risks not typically accepted for standard
automobile coverage because of the applicant's driving record,
type of vehicle, age or other criteria.  The specialty lines
are a diversified group of over twenty-five business lines
that offer a wide variety of specialty insurance products.
Some of the more significant areas are California workers'
compensation, executive liability, inland and ocean marine,
U.S.-based operations of Japanese companies, agricultural-
related coverages, excess and surplus lines and fidelity and
surety bonds.  The commercial and personal lines provide
coverages in commercial multi-peril, workers' compensation,
umbrella and commercial automobile, standard private passenger
automobile and homeowners insurance.

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

                                29
<PAGE>    
    Underwriting profitability is measured by the combined
ratio which is a sum of the ratio of underwriting expenses,
losses, and loss adjustment expenses to premiums.  When the
combined ratio is under 100%, underwriting results are
generally considered profitable; when the ratio is over 100%,
underwriting results are generally considered unprofitable.
The combined ratio does not reflect investment income, other
income or federal income taxes.

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

    Comparisons made in the following discussion of AFG's
insurance operations include American Premier's insurance
operations even though they were not consolidated in the
financial statements throughout the periods prior to the
Mergers.

    Results for AFG's property and casualty insurance
subsidiaries are as follows (dollars in millions):

                                           1995    1994    1993
    Net Written Premiums (GAAP)
     NSA Group                           $1,277  $1,186  $  916
     Specialty Operations                 1,097   1,250   1,079
     Commercial and Personal Operations     717     683     666
     Other Lines                              1       5       6
     Aggregate                           $3,092  $3,124  $2,667

    Combined Ratios (GAAP)
     NSA Group                            105.2%  100.0%   97.2%
     Specialty Operations                  94.8    97.2    96.1
     Commercial and Personal Operations    99.1    98.9   101.0
     Aggregate                            101.2    99.4    99.8

    In 1995, underwriting results of AFG's insurance
operations significantly outperformed the industry average for
the tenth consecutive year.  AFG's insurance operations have
been able to exceed the industry's results by focusing on
highly specialized niche products, supplemented by commercial
lines coverages and personal automobile products.
<PAGE>
    NSA Group   The NSA Group attributes its premium growth in
recent years primarily to entry into additional states,
increased market penetration in its existing states, overall
growth in the nonstandard market, premium rate increases and
the purchase of Leader National.  The increase in the combined
ratio for 1995 compared with 1994 was due primarily to
inadequate rate levels in certain markets and weather-related
losses principally from hailstorms in Texas.  These factors
were partially offset by a reduction in the underwriting
expense ratio due largely to cost control measures.

    Underwriting conditions in the private passenger
automobile insurance marketplace in 1994 were affected by
competitive conditions and the pricing policies of insurers.
Improving economic conditions contributed to increased driving
activity resulting in an increase in the frequency of
accidents and severity of claims.  These trends caused a
deterioration in the NSA Group's underwriting profit margins
during 1994.  These factors were partially offset by
underwriting profit from the NSA Group's entry into certain
markets, as well as improved underwriting margins in several
markets where the book of business matured and a greater
portion of new premium was derived from renewal policies.

    Premium rate increases were implemented in several states
during 1994 and 1995.  Rate increases implemented in various
states during 1995 averaged approximately 10% across the NSA
Group's entire book of business. The higher rate levels and
competitive pressures in the nonstandard automobile insurance
industry adversely impacted premium growth during 1995.

                                30
<PAGE>
    Specialty Operations   Net written premiums for the
specialty operations declined 12% during 1995 due primarily to
a decrease in the California workers' compensation writings,
partially offset by increases in other specialty niche lines
(primarily crop hail, excess and surplus and executive
liability).  The decline in California workers' compensation
premiums reflects (i) extremely competitive pricing in the
marketplace as a result of the repeal of the California workers' 
compensation minimum rate law effective January 1, 1995 and 
(ii) the impact of mandatory premium rate reductions which took 
effect a year earlier.  The combined ratio of the specialty 
operations in 1995 reflects improved results experienced in the 
crop hail and farm lines as well as coverages of U.S. operations of
Japanese companies.  The 1995 combined ratio also includes
losses resulting from participation in a voluntary pool from
which AFG withdrew in 1995.

    Commercial and Personal Operations  Net written premiums
for the commercial and personal operations increased 5% in 1995 due
primarily to increased writing of workers' compensation and
commercial umbrella insurance.  The profitability of both of
these lines improved in 1995.  Workers' compensation improved
due to favorable rate action by rating bureaus, health care
cost containment programs, marketing emphasis on profitable
states and implementation of a Drug-Free Workplace program.
Commercial umbrella results improved due to a focus on low
hazard risks and more favorable pricing in the higher umbrella
layers.  In addition, cost control measures reduced the
underwriting expense ratio.  These improved results were
offset by an increase in the combined ratio of the personal
lines operations due primarily to weather-related losses,
start-up costs from its direct-to-consumer operation and
deteriorating automobile loss experience for accident years
1994 and 1995.

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

    1995 compared to 1994  AFC's investment income increased
$50 million (9%) from 1994 due to an increase in the average
amount of investments held.  For the period following the
Mergers, investment income includes $117 million attributable
to American Premier.

    1994 compared to 1993  Excluding American Premier, which
was included as a subsidiary for the first three months of
1993, investment income increased $20 million (4%) due to an
increase in average investments held.

Investee Corporations  Equity in net earnings of investee
corporations (companies in which AFG owns a significant
portion of the voting stock) represents AFG's proportionate
share of the investees' earnings and losses.
<PAGE>
    1995 compared to 1994  AFG's equity in net earnings of
investee corporations increased $32 million in 1995.  Chiquita
reported a $105 million improvement in operating income
primarily due to net gains from the sale of non-core assets,
cost reductions in its core business and higher banana prices
outside the European Union.

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








                                31
<PAGE>
Gains on Sales of Investees  The gain on sale of investees in
1994 represents a pretax gain on the sale of General Cable
common stock.

    The gains on sales of investees in 1993 include (i) a
pretax gain of $52 million on the sale of Spelling
Entertainment and (ii) a pretax gain of $28 million on the
public sale by AFEI of 4.5 million shares of American Premier
common stock.

Gains on Sales of Subsidiaries  The gains on sales of
subsidiaries in 1993 include pretax gains of (i) $44 million
from the sale of American Business Insurance, Inc. and (ii)
$31 million representing an adjustment on AFC's 1990 sale of
the nonstandard automobile insurance group to American
Premier.

Sales of Other Products and Services  Sales of other products
and services represents American Premier's revenues from
systems and software engineering services and the manufacture
and supply of industrial products and services during the first
quarter of 1993.

Annuity Benefits  For GAAP financial reporting purposes,
annuity receipts are generally accounted for as interest-
bearing deposits ("annuity benefits accumulated") rather than
as revenues.  Under these contracts, policyholders' funds are
credited with interest on a tax-deferred basis until withdrawn
by the policyholder.  Annuity benefits represent primarily
interest related to annuity policyholders' funds held.  The
rate at which GALIC credits interest on annuity policyholders'
funds is subject to change based on management's judgment of
market conditions.

    Annuity receipts totaled approximately $460 million in
1995, $440 million in 1994 and $400 million in 1993.  Annuity
receipts have increased in 1995, 1994 and 1993 due to sales of
newly introduced single premium products and, in 1995, the
development of new distribution channels.  Annuity surrender
payments have averaged approximately 8% of statutory reserves
over the past three years.

    Annuity benefits increased $13 million (5%) in 1995 and
$13 million (6%) in 1994 primarily due to an increase in
average annuity benefits accumulated.

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

    1995 compared to 1994  Excluding $29 million attributable
to American Premier, interest expense decreased by $22 million
(19%) due primarily to the repayments of borrowings by AFC and
certain subsidiaries and the AFC debt exchange in 1994.
<PAGE>
    1994 compared to 1993  Excluding $17 million attributable
to American Premier in 1993, AFG's interest expense decreased
$25 million (18%) in 1994 due to (i) the issuance of $204
million of 9-3/4% debentures in exchange for higher rate debt,
(ii) the repurchase of $79 million principal amount of
debentures and (iii) repayments of bank borrowings in 1993.

Other Operating and General Expenses  Operating and general
expenses included the following charges (in millions):

                                    1995     1994     1993
       Minority interest             $33      $ 9      $35
       Allowance for bad debts       -         18       10
       Proposition 103               -         19      -
       Writeoff of debt discount
         and issue costs             -        -         24
       Relocation expenses           -        -          8


                                32
<PAGE>
    Allowance for bad debts includes charges for possible
losses on agents' balances, reinsurance recoverables and other
receivables.  Beginning in April 1995, minority interest
includes AFC's quarterly preferred dividend requirement of $6.3
million.  Relocation expenses represent the estimated costs of
moving GALIC's operations from Los Angeles to Cincinnati.

Income Taxes  See Note J to the Financial Statements for an
analysis of other items affecting AFG's effective tax rate.















































                                33
<PAGE>
                             ITEM 8
                                
           Financial Statements and Supplementary Data

                                                         Page

Reports of Independent Auditors                           F-1

Consolidated Balance Sheet:
   December 31, 1995 and 1994                             F-4

Consolidated Statement of Earnings:
   Years ended December 31, 1995, 1994 and 1993           F-5

Consolidated Statement of Cash Flows:
   Years ended December 31, 1995, 1994 and 1993           F-6

Notes to Consolidated Financial Statements                F-7


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



                             ITEM 9
                                
   Changes in and Disagreements with Accountants on Accounting
                    and Financial Disclosure


     AFG filed a report on Form 8-K on August 29, 1995, reporting
a change in its independent accountants.  The report is
incorporated herein by reference.






















                                  34
<PAGE>
                            PART III


     The information required by the following Items will be
included in AFG's definitive Proxy Statement for the 1996
Annual Meeting of Shareholders which will be filed with the
Securities and Exchange Commission within 120 days after the
end of Registrant's fiscal year and is incorporated herin by
reference.


     ITEM 10    Directors and Executive Officers of the
                  Registrant


     ITEM 11    Executive Compensation


     ITEM 12    Security Ownership of Certain Beneficial
                  Owners and Management


     ITEM 13    Certain Relationships and Related Transactions
































                                  35
<PAGE>                            





                 REPORTS OF INDEPENDENT AUDITORS


Board of Directors
American Financial Group, Inc.

We have audited the accompanying consolidated balance sheets of
American Financial Group, Inc. and subsidiaries as of December 31,
1995 and 1994, and the related consolidated statements of earnings and
cash flows for each of the three years in the period ended
December 31, 1995.  Our audits also included the financial statement
schedules listed in the Index at Item 14(a).  These financial
statements and schedules are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.  The financial
statements of American Premier Underwriters, Inc. (1994 and 1993) and
General Cable Corporation (1993) have been audited by other auditors
whose reports have been furnished to us; insofar as our opinion on the
consolidated financial statements and schedules relates to data
included for those corporations, it is based solely on the reports of
other auditors.

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

In our opinion, based on our audits and the reports of other auditors,
the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position
of American Financial Group, Inc. and subsidiaries at December 31,
1995 and 1994, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting
principles.  Also, in our opinion, the related financial statement
schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects
the information set forth therein.




                                   ERNST & YOUNG LLP


Cincinnati, Ohio                           
March 15, 1996                                                                 
 
                                           F-1
 <PAGE>


        REPORT OF AMERICAN PREMIER'S INDEPENDENT AUDITORS
     
     
     
     American Premier Underwriters, Inc.
     
     We  have  audited the financial statements and the financial
     statement  schedules of American Premier Underwriters,  Inc.
     and  Consolidated  Subsidiaries  listed  in  the  Index   to
     Financial  Statements and Financial Statement  Schedules  of
     American Premier Underwriters, Inc.'s Form 10-K for the year
     ended  December 31, 1994 (not presented separately  herein).
     These  financial  statements and  the   financial  statement
     schedules   are   the  responsibility   of   the   Company's
     management.  Our responsibility is to express an opinion  on
     the  financial statements and financial statement  schedules
     based on our audits.
     
     We   conducted  our  audits  in  accordance  with  generally
     accepted  auditing standards.  Those standards require  that
     we plan and perform the audit to obtain reasonable assurance
     about  whether the financial statements are free of material
     misstatement.  An audit includes examining, on a test basis,
     evidence  supporting  the amounts  and  disclosures  in  the
     financial statements.  An audit also includes assessing  the
     accounting principles used and significant estimates made by
     management,  as  well  as evaluating the  overall  financial
     statement presentation.  We believe that our audits  provide
     a reasonable basis for our opinion.
     
     In our opinion, such financial statements present fairly, in
     all  material respects, the financial position  of  American
     Premier Underwriters, Inc. and Consolidated Subsidiaries  at
     December 31, 1994 and the results of its operations and  its
     cash  flows  for each of the two years in the  period  ended
     December  31,  1994  in conformity with  generally  accepted
     accounting principles.  Also, in our opinion, such financial
     statement  schedules, when considered  in  relation  to  the
     basic  financial statements taken as a whole, present fairly
     in all material respects the information shown therein.
     
     
     
     
     DELOITTE & TOUCHE LLP
     
     
     
     Cincinnati, Ohio
     February 15, 1995
     (March 23, 1995 with respect to the
     acquisition of American Financial
     Corporation as discussed in Note B to
     American Premier's financial statements)

     
                                           F-2
    <PAGE>


          REPORT OF GENERAL CABLE'S INDEPENDENT AUDITORS
     
     
     
     General Cable Corporation:
     
     We  have  audited the consolidated financial statements  and
     related   schedules   of  General  Cable   Corporation   and
     subsidiaries  listed in Item 14(a) of the Annual  Report  on
     Form  10-K  of General Cable Corporation for the year  ended
     December  31, 1993 (not presented separately herein).  These
     consolidated financial statements and related schedules  are
     the   responsibility  of  the  Company's  management.    Our
     responsibility   is   to  express  an   opinion   on   these
     consolidated  financial  statements  and  related  schedules
     based on our audits.
     
     We   conducted  our  audits  in  accordance  with  generally
     accepted  auditing standards.  Those standards require  that
     we plan and perform the audit to obtain reasonable assurance
     about  whether the financial statements are free of material
     misstatement.  An audit includes examining, on a test basis,
     evidence  supporting  the amounts  and  disclosures  in  the
     financial statements.  An audit also includes assessing  the
     accounting principles used and significant estimates made by
     management,  as  well  as evaluating the  overall  financial
     statement presentation.  We believe that our audits  provide
     a reasonable basis for our opinion.
     
     In  our  opinion,  such  consolidated  financial  statements
     present  fairly,  in  all material respects,  the  financial
     position  of  General Cable Corporation and subsidiaries  at
     December  31,  1993 and the results of their operations  and
     their cash flows for the year then ended in conformity  with
     generally  accepted  accounting principles.   Also,  in  our
     opinion,  such  consolidated financial statement  schedules,
     when  considered  in  relation  to  the  basic  consolidated
     financial statements taken as a whole, present fairly in all
     material respects the information shown therein.
     
     
     
     
     DELOITTE & TOUCHE
     
     
     
     Cincinnati, Ohio
     February 18, 1994






                                             F-3
 <PAGE>        
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEET
                      (Dollars In Thousands)
<TABLE>
<CAPTION>
                                                          December 31,
                                                         1995         1994
<S>                                              <C>          <C>
             Assets
Cash and short-term investments                   $   544,408  $   171,335
Investments:
 Bonds and redeemable preferred stocks:
   Held to maturity - at amortized cost
    (market - $3,729,300 and $4,336,700)            3,588,943    4,629,633
   Available for sale - at market
    (amortized cost - $5,648,060 and $1,938,853)    5,949,260    1,862,653
 Other stocks - principally at market
   (cost - $136,944 and $137,106)                     252,244      208,706
 Investment in investee corporations                  306,545      832,637
 Loans receivable                                     631,408      641,964
 Real estate and other investments                    220,135      154,262
                                                   10,948,535    8,329,855
Recoverables from reinsurers and prepaid
 reinsurance premiums                                 923,080      902,063
Agents' balances and premiums receivable              703,274      363,156
Deferred acquisition costs                            419,919      231,343
Other receivables                                     270,263      197,119
Deferred tax asset                                    200,392       42,600
Assets held in separate accounts                      238,524         -
Prepaid expenses, deferred charges and other assets   391,339      179,314
Cost in excess of net assets acquired                 314,136      175,866

                                                  $14,953,870  $10,592,651
<PAGE>
    Liabilities and Capital
Unpaid losses and loss adjustment expenses        $ 4,096,703  $ 2,916,985
Unearned premiums                                   1,294,054      824,691
Annuity benefits accumulated                        5,051,959    4,618,108
Life, accident and health benefit reserves            538,274       19,879
Long-term debt:                                      
 Direct obligations of AFG Parent Company                -             -
 Obligations of AFG subsidiaries:
   American Financial Corporation (parent only)       311,202      490,065
   American Premier Underwriters (parent only)        337,334         -
   Great American Holding Corporation                    -         359,185
   American Annuity Group                             167,734      183,242
   Other subsidiaries                                  65,793       74,255
Liabilities related to separate accounts              238,524         -
Accounts payable, accrued expenses and other
 liabilities                                        1,097,766      601,872
Minority interest                                     314,390      105,506
                                                   13,513,733   10,193,788
AFC Mandatory Redeemable Preferred Stock (at
 redemption value)                                       -           2,880
Other AFC Preferred Stock (redemption
 value - $278,719)                                       -         168,484
AFC Common Stock without par value                       -             904

Common Stock, $1 par value
 - 200,000,000 shares authorized
 - 60,139,303 shares outstanding                      60,139          -
Capital surplus                                      741,355          -
Retained earnings                                    387,143       223,095
Net unrealized gain on marketable securities,
 net of deferred income taxes                        251,500         3,500

                                                 $14,953,870   $10,592,651
</TABLE>
See notes to consolidated financial statements.

                                             F-4
<PAGE>           
           AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENT OF EARNINGS
                (In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
                                                         Year ended December 31,
                                                      1995        1994        1993
<S>                                             <C>         <C>        <C>
Income:
  Property and casualty insurance premiums      $2,648,703  $1,378,628  $1,494,796
  Investment income                                750,640     582,931     601,900
  Realized gains on sales of securities             84,028      48,342      82,265
  Equity in net earnings (losses) of
    investee corporations                           15,237     (16,573)     69,862
  Gains on sales of investee corporations              335       1,694      83,211
  Gains on sales of subsidiaries                      -           -         75,309
  Sales of other products and services                -           -        152,100
  Other income                                     130,666     107,758     161,260
                                                 3,629,609   2,102,780   2,720,703

Costs and Expenses:
  Property and casualty insurance:
    Losses and loss adjustment expenses          1,977,395     986,996   1,064,108
    Commissions and other underwriting
      expenses                                     707,340     428,590     467,293
  Annuity benefits                                 254,650     241,811     228,609
  Interest charges on borrowed money               122,568     115,162     157,219
  Cost of sales                                       -           -        134,900
  Book Value Incentive Plan                           -         34,740         991
  Other operating and general expenses             320,737     251,913     405,598
                                                 3,382,690   2,059,212   2,458,718
Earnings before income taxes and
  extraordinary items                              246,919      43,568     261,985
Provision for income taxes                          56,489      24,650      37,296

Earnings before extraordinary items                190,430      18,918     224,689

Extraordinary items, net of income taxes               817     (16,818)     (4,559)

Net Earnings                                    $  191,247  $    2,100  $  220,130

Preferred dividend requirement of predecessor
  company                                            6,349      25,709      26,122

Net earnings (loss) available to Common Shares  $  184,898  $  (23,609) $  194,008

Earnings (loss) per Common Share:
  Before extraordinary items                         $3.87       ($.24)      $7.01
  Extraordinary items                                  .01        (.59)       (.16)
  Net earnings (loss)                                $3.88       ($.83)      $6.85

Average number of Common Shares                     47,620      28,324      28,324
</TABLE>
See notes to consolidated financial statements.


                                            F-5
<PAGE>
              AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENT OF CASH FLOWS
                               (In Thousands)
<TABLE>
<CAPTION>
                                                            Year ended December 31,
                                                        1995         1994        1993
<S>                                              <C>          <C>         <C>
Operating Activities:
  Net earnings                                    $  191,247   $    2,100  $  220,130
  Adjustments:
    Extraordinary (gains) losses from retirement
      of debt                                           (817)      16,818       4,559
    Depreciation and amortization                     47,760       30,729      52,117
    Annuity benefits                                 254,650      241,811     228,609
    Equity in net (earnings) losses of investees     (15,237)      16,573     (69,862)
    Changes in reserves on assets                      2,302       17,094      11,440
    Realized gains on investing activities           (84,995)     (59,609)   (242,529)
    Writeoff of debt discount and issue costs           -            -         30,054
    Decrease (increase) in reinsurance and other
      receivables                                     23,192    (223,113)    (238,166)
    Increase in other assets                         (11,503)     (96,596)    (90,022)
    Increase in insurance claims and reserves        137,180      345,542     241,704
    Increase (decrease) in other liabilities        (247,938)      67,799      50,479
    Increase in minority interest                      7,877        6,773      37,057
    Dividends from investees                           9,568       21,567      25,575
    Other, net                                          (673)      (1,488)    (37,062)
                                                     312,613      386,000     224,083
Investing Activities:
  Purchases of and additional investments in:
    Fixed maturity investments                    (2,378,427)  (1,726,318) (3,062,435)
    Equity securities                                 (1,034)      (7,315)    (20,224)
    Investees and subsidiaries                       (68,591)     (29,306)    (27,578)
    Real estate, property and equipment              (42,579)     (27,185)    (41,762)
  Maturities and redemptions of fixed maturity
    investments                                      309,581      420,945     757,473
  Sales of:
    Fixed maturity investments                     2,310,837      694,947   1,498,432
    Equity securities                                 17,379      127,181     221,467
    Investees and subsidiaries                          -          27,621     255,517
    Real estate, property and equipment               27,759        6,151      65,782
  Cash and short-term investments of acquired
    (former) subsidiaries                            392,100         -       (310,225)
  Decrease (increase) in other investments           (11,466)      (5,571)      1,435
                                                     
                                                     555,559     (518,850)   (662,118)
<PAGE>
Financing Activities:
  Annuity receipts                                   457,525      442,703     400,141
  Annuity payments                                  (412,854)    (321,038)   (337,878)
  Additional long-term borrowings                    337,076      244,311     338,010
  Reductions of long-term debt                    (1,061,187)    (193,481)   (601,040)
  Issuances of common stock                          211,557         -           -
  Repurchases of preferred stock                         (17)      (6,738)     (2,643)
  Cash dividends paid                                (27,199)     (29,522)    (28,034)
                                                    (495,099)     136,235    (231,444)
Net Increase (Decrease) in Cash and Short-term
  Investments                                        373,073        3,385    (669,479)
Cash and short-term investments at beginning of
  period                                             171,335      167,950     837,429

Cash and short-term investments at end of period  $  544,408   $  171,335  $  167,950
</TABLE>


See notes to consolidated financial statements.




                                            F-6
<PAGE>
           AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




                            INDEX TO NOTES

   A. Mergers                                   I. Capital Stock
   B. Accounting Policies                       J. Income Taxes
   C. Acquisitions and Sales of Subsidiaries    K. Extraordinary Items
        and Investees                           L. Commitments and Contingencies
   D. Segments of Operations                    M. Benefit Plans
   E. Investments                               N. Transactions with Affiliates
   F. Investment in Investee Corporations       O. Quarterly Operating Results
   G. Cost in Excess of Net Assets Acquired     P. Insurance
   H. Long-Term Debt                            Q. Additional Information
                                                R. Subsequent Event
   
   
A. Mergers

   American Premier Group, Inc. was formed in December 1994 for the
   purpose of acquiring American Financial Corporation ("AFC") and
   American Premier Underwriters, Inc. ("American Premier").  In
   Mergers completed on April 3, 1995, American Premier Group issued
   71.4 million shares of its Common Stock in exchange for all of the
   outstanding common stock of AFC and American Premier.  The 18.7
   million shares held by AFC and its subsidiaries are accounted for
   herein as retired.  In June 1995, American Premier Group, Inc.
   changed its name to American Financial Group, Inc. ("AFG"), to
   better reflect its core property and casualty insurance and
   annuity businesses.
   
   For financial reporting purposes, because the former shareholders
   of AFC owned more than 50% of AFG following the Mergers, the
   Mergers were accounted for as a reverse acquisition whereby AFC
   was deemed to have acquired American Premier.  Financial
   statements for periods prior to the Mergers are those of AFC.  The
   operations of American Premier are included in AFG's financial
   statements from the date of the Mergers.
   
   The valuation of American Premier's net assets was determined
   based on the fair market value of the AFG shares issued to
   shareholders other than AFC and was allocated to American
   Premier's assets and liabilities based on their fair values at the
   date of acquisition.  The following unaudited pro forma data is
   presented as if the Mergers occurred on January 1 of each year (in
   millions, except per share data).

                                                  1995      1994
           Revenues                             $4,049    $3,832
           Earnings before Extraordinary Items     216        59
           Extraordinary Items                       1       (17)
           Net Earnings                            217        42
           Earnings Per Share                   $ 4.04    $  .79

                                            F-7
<PAGE>            
            AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES
                                   
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   
                                   
B. Accounting Policies

   Basis of Presentation  The consolidated financial statements
   include the accounts of AFG and its subsidiaries.  Mergers and
   changes in ownership levels of subsidiaries and investees have
   resulted in certain differences in the financial statements and
   have affected comparability between years.  Certain
   reclassifications have been made to prior years to conform to the
   current year's presentation.  All significant intercompany
   balances and transactions have been eliminated.  All acquisitions
   have been treated as purchases.  The results of operations of
   companies since their formation or acquisition are included in the
   consolidated financial statements.
   
   The preparation of the financial statements in conformity with
   generally accepted accounting principles requires management to
   make estimates and assumptions that affect the amounts reported in
   the financial statements and accompanying notes.  Changes in
   circumstances could cause actual results to differ materially from
   those estimates.
   
   AFG's ownership of subsidiaries and significant investees with
   publicly traded common shares at December 31, was as follows:
                                                       
                                                       1995   1994  1993
    American Annuity Group, Inc. ("AAG")                81%    80%   80%
    American Financial Enterprises, Inc. ("AFEI")       83%    83%   83%
    American Premier Underwriters, Inc.                 (a)    42%   41%
    Chiquita Brands International, Inc.                 44%    46%   46%
    Citicasters Inc. (formerly GACC)                    38%    37%   20%
    General Cable Corporation                           -      (b)   45%

    (a) Became a 100%-owned subsidiary on April 3, 1995.
    (b) Sold in June 1994.

<PAGE>
   Investments  Debt securities are classified as "held to maturity"
   and reported at amortized cost if AFG has the positive intent and
   ability to hold them to maturity.  Debt and equity securities are
   classified as "available for sale" and reported at fair value with
   unrealized gains and losses reported as a separate component of
   shareholders' equity if the debt or equity securities are not
   classified as held to maturity or bought and held principally for
   selling in the near term.  Only in certain limited circumstances,
   such as significant issuer credit deterioration or if required by
   insurance or other regulators, may a company change its intent to
   hold a certain security to maturity without calling into question
   its intent to hold other debt securities to maturity in the
   future.

   In accordance with guidance issued by the Financial Accounting
   Standards Board in November 1995, AFG reassessed the
   classifications of its investments and transferred fixed maturity
   securities with an amortized cost of approximately $2.8 billion to
   "available for sale."  This "one-time" reclassification resulted
   in an increase of $167 million in carrying value of fixed maturity
   investments and an increase of $109 million in shareholders'
   equity.  The transfer had no effect on net earnings.

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

   Short-term investments are carried at cost; loans receivable are
   stated primarily at the aggregate unpaid balance.
   
                                            F-8
<PAGE>
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


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

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

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

   Reinsurance  In the normal course of business, AFG's insurance
   subsidiaries cede reinsurance to other companies to diversify risk
   and limit maximum loss arising from large claims.  To the extent
   that any reinsuring companies are unable to meet obligations under
   the agreements covering reinsurance ceded, AFG's insurance
   subsidiaries would remain liable.  Amounts recoverable from
   reinsurers are estimated in a manner consistent with the claim
   liability associated with the reinsurance policies.  AFG's
   insurance subsidiaries report as assets (a) the estimated
   reinsurance recoverable on unpaid losses, including an estimate
   for losses incurred but not reported, and (b) amounts paid to
   reinsurers applicable to the unexpired terms of policies in force.
   AFG's insurance subsidiaries also assume reinsurance from other
   companies.  Income on reinsurance assumed is recognized based on
   reports received from ceding reinsurers.

   Deferred Acquisition Costs  Policy acquisition costs (principally
   commissions, premium taxes and other underwriting expenses)
   related to the production of new business are deferred ("DPAC").
   For the property and casualty companies, the deferral of
   acquisition costs is limited based upon their recoverability
   without any consideration for anticipated investment income.  DPAC
   is charged against income ratably over the terms of the related
   policies.  For the annuity companies, DPAC is amortized, with
   interest, in relation to the present value of expected gross
   profits on the policies.

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








                                            F-9
<PAGE>
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

   
   Premium Recognition  Premiums are earned over the terms of the
   policies on a pro rata basis.  Unearned premiums represent that
   portion of premiums written which is applicable to the unexpired
   terms of policies in force.  On reinsurance assumed from other
   insurance companies or written through various underwriting
   organizations, unearned premiums are based on reports received
   from such companies and organizations.

   Policyholder Dividends  Dividends payable to policyholders are
   included in "Accounts payable, accrued expenses and other
   liabilities" and represent estimates 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.
   
   Annuity Benefits Accumulated  Annuity receipts and benefit
   payments are generally recorded as increases or decreases in
   "annuity benefits accumulated" rather than as revenue and expense.
   Increases in this liability for interest credited are charged to
   expense and decreases for surrender charges are credited to other
   income.

   Life, Accident and Health Benefits Reserves  Liabilities for
   future policy benefits under traditional ordinary life, accident
   and health policies are computed using a net level premium method.
   Computations are based on anticipated investment yields (primarily
   7%), mortality, morbidity and surrenders and include provisions
   for unfavorable deviations.  Reserves are modified as necessary to
   reflect actual experience and developing trends.
   
   Assets Held In and Liabilities Related to Separate Accounts
   Investment annuity deposits and related liabilities represent
   deposits maintained by several banks under a previously offered
   tax deferred annuity program.  AAG receives an annual fee from
   each bank for sponsoring the program; depositors can elect to
   purchase an annuity from AAG with funds in their account.
   
   Income Taxes  AFC and American Premier file consolidated federal
   income tax returns which include all 80%-owned U.S. subsidiaries,
   except for certain life insurance subsidiaries.  Because voting
   rights aggregating 21% were extended to holders of AFC Series F
   and G Preferred Stock in connection with the Mergers, AFC
   continues to file a separate consolidated return.  AFG (parent) is
   included in American Premier's consolidated return.  Deferred
   income taxes are calculated using the liability method.  Under
   this method, deferred income tax assets and liabilities are
   determined based on differences between financial reporting and
   tax bases and are measured using enacted tax rates.  Deferred tax
   assets are recognized if it is more likely than not that a benefit
   will be realized.

<PAGE>
   Benefit Plans  AFG provides retirement benefits, through
   contributory and noncontributory defined contribution plans, to
   qualified employees of participating companies.  Contributions to
   benefit plans are charged against earnings in the year for which
   they are declared.  Both AFC and American Premier have Employee
   Stock Ownership Retirement Plans ("ESORP") which are
   noncontributory, qualified plans invested in securities of AFG and
   affiliates for the benefit of their employees.










                                            F-10
<PAGE>
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   AFG and many of its subsidiaries provide health care and life
   insurance benefits to eligible retirees.  AFG also provides 
   postemployment benefits to former or inactive employees (primarily 
   those on disability) who were not deemed retired under other company 
   plans.  The projected future cost of providing these benefits is 
   expensed over the period the employees qualify for such benefits.
   
   Under AFG's stock option plan, options are granted to officers,
   directors and key employees at exercise prices equal to the fair
   value of the shares at the dates of grant.  No compensation
   expense is recognized for stock option grants.
   
   In connection with the Mergers, full vesting was granted to
   holders of units under AFC's Book Value Incentive Plan and the 
   plan was terminated.  Cash payments, which were made in April 
   to holders of the units, were accrued at December 31, 1994.
   
   Debt Discount and Premium  Debt discount, premium and expenses are
   amortized over the lives of respective borrowings, generally on
   the interest method.
   
   Minority Interest    For balance sheet purposes, minority interest
   represents the interests of noncontrolling shareholders in AFG
   subsidiaries and includes AFC preferred stock for periods
   subsequent to the Mergers.  For income statement purposes,
   minority interest (included in "Other operating and general
   expenses") represents those shareholders' interest in the earnings
   of AFG subsidiaries and includes AFC preferred dividends following
   the Mergers.
   
   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 convertible preferred stock).  The weighted average
   number of shares used for periods prior to April 1995, is based
   upon the 28.3 million shares issued in exchange for AFC shares in
   the Mergers discussed in Note A.
   
   Statement of Cash Flows  For cash flow purposes, "investing
   activities" are defined as making and collecting loans and
   acquiring and disposing of debt or equity instruments and property
   and equipment.  "Financing activities" include obtaining resources
   from owners and providing them with a return on their investments,
   borrowing money and repaying amounts borrowed.  Annuity receipts,
   benefits and withdrawals are also reflected as financing
   activities.   All other activities are considered "operating".
   Short-term investments having original maturities of three months
   or less when purchased are considered to be cash equivalents for
   purposes of the financial statements.

   Fair Value of Financial Instruments  Methods and assumptions used
   in estimating fair values are described in Note Q to the financial
   statements.  These fair values represent point-in-time estimates
   of value that might not be particularly relevant in predicting
   AFG's future earnings or cash flows.

<PAGE>
C. Acquisitions and Sales of Subsidiaries and Investees

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







                                            F-11
<PAGE>
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   American Business Insurance  In 1993, AFC sold its insurance
   brokerage operation, American Business Insurance, Inc., to
   Acordia, Inc., an Indianapolis-based insurance broker, for cash
   and Acordia common stock and warrants.  AFC recognized a pretax
   gain of approximately $44 million on the sale.

   American Premier  In 1993, AFEI, whose assets consisted primarily
   of investments in American Premier, General Cable and AAG, sold
   4.5 million shares of American Premier common stock in a secondary
   public offering.  AFC recognized a pretax gain of $28.3 million,
   before minority interest, on the sale, including recognition of a
   portion of previously deferred gains related to sales of assets to
   American Premier from AFC subsidiaries.  In anticipation of the
   reduction of AFC's ownership of American Premier below 50%, AFC
   ceased accounting for it as a subsidiary and began accounting for
   it as an investee in April 1993.

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

   Citicasters  In December 1993, GACC completed a plan of
   reorganization under which AFC received approximately 20% of new
   common stock in exchange for its previous holdings of GACC stock
   and debt.  In connection with the plan, AFC also invested an
   additional $7.5 million in GACC common stock and debt securities.

   In June 1994, AFEI purchased approximately 10% of Citicasters
   common stock from a third party for $23.9 million in cash.

   In February 1996, Citicasters entered into a merger agreement with
   Jacor Communications, Inc. providing for the acquisition of
   Citicasters by Jacor.  Under the agreement, AFG and its
   subsidiaries would receive approximately
   $220 million in cash plus warrants to buy approximately 1.5
   million shares of Jacor common stock at $28 per share.  AFG
   expects to realize a pretax gain of approximately $150 million on
   the sale.  Consummation of the transaction is subject to
   regulatory approvals, and certain adjustments to the price will be
   made if the transaction does not close by September 30, 1996.

   Spelling  In 1993, AFC sold its common stock investment in
   Spelling to Blockbuster Entertainment in exchange for Blockbuster
   common stock and warrants. AFC realized a $52 million pretax gain
   on the sale.

<PAGE>
D. Segments of Operations  AFG operates its property and casualty
   insurance business in three major segments: nonstandard
   automobile, specialty lines and commercial and personal lines.
   AFG's annuity business sells tax-deferred annuities principally to
   employees of primary and secondary educational institutions and
   hospitals.  These insurance businesses operate throughout the
   United States.  AFG also owns significant portions of the voting
   equity securities of certain companies (investee corporations -
   see Note F).













                                            F-12
<PAGE>
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   The following tables (in thousands) show AFG's assets, revenues
   and operating profit (loss) by significant business segment.
   Capital expenditures, depreciation and amortization are not
   significant.  Operating profit (loss) represents total revenues
   less operating expenses.  Goodwill and its amortization have been
   allocated to the various segments to which they apply. General
   corporate assets and expenses have not been identified or
   allocated by segment.
  <TABLE>
  <CAPTION>
                                               1995          1994        1993
   <S>                                  <C>          <C>           <C>
   Assets
   Property and casualty insurance (a)  $ 7,443,115   $ 4,576,591   $ 4,192,908
   Annuities                              6,600,377     5,078,928     4,898,419
   Other                                    603,833       104,495        86,361
                                         14,647,325     9,760,014     9,177,688
   Investment in investee corporations      306,545       832,637       899,800

                                        $14,953,870   $10,592,651   $10,077,488
   Revenues (b)
   Property and casualty insurance:
     Premiums earned:
       Nonstandard automobile           $   954,210   $    24,974   $   175,046
      Specialty lines                       995,528       698,365       651,836
      Commercial and personal lines         697,512       648,222       661,910
      Other lines (c)                         1,453         7,067         6,004
                                          2,648,703     1,378,628     1,494,796
Investment and other income                 465,998       314,731       481,548
                                          3,114,701     1,693,359     1,976,344
   Annuities (d)                            444,082       378,010       395,871
   Other                                     55,589        47,984       278,626
                                          3,614,372     2,119,353     2,650,841
   Equity in net earnings (losses)
     of investee corporations                15,237       (16,573)       69,862

                                        $ 3,629,609   $ 2,102,780   $ 2,720,703
<PAGE>   
   Operating Profit (Loss)
   Property and casualty insurance:
     Underwriting:
       Nonstandard automobile          ($    60,316) ($     3,080)  $     4,498
      Specialty lines                        50,690       (12,598)       18,994
      Commercial and personal lines           5,315         7,087        (6,493)
      Other lines (c)                       (31,721)      (24,914)      (51,100)
                                            (36,032)      (33,505)      (34,101)
     Investment and other income            370,579       199,292       321,701
                                            334,547       165,787       287,600
   Annuities                                 79,579        58,748        63,388
   Other (e)                               (182,444)     (164,394)     (158,865)
                                            231,682        60,141       192,123
   Equity in net earnings (losses) of
     investee corporations                   15,237       (16,573)       69,862

                                        $   246,919   $    43,568   $   261,985
  </TABLE>
   (a)  Not allocable to segments.
   (b)  Revenues include sales of products and services as well as
         other income earned by the respective segments.
   (c)  Includes discontinued insurance lines.
   (d)  Represents primarily investment income and realized
         gains.
   (e)  Includes holding company expenses.




                                            F-13
<PAGE>
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


E. Investments    Bonds, redeemable preferred stocks and other stocks at
   December 31, consisted of the following (in millions):
<TABLE>
<CAPTION>
                                                       1995
                                                 Held to Maturity
                                   Amortized       Market      Gross Unrealized
                                        Cost        Value      Gains     Losses
   <S>                             <C>          <C>           <C>        <C>
   Bonds and redeemable
    preferred stocks:
     United States Government
       and government agencies
       and authorities              $     -     $     -       $   -       $   -
     States, municipalities and
       political subdivisions           55.0         56.6        1.7         (.1)
     Foreign government                 13.1         12.8        1.0        (1.3)
     Public utilities                  528.8        545.3       17.7        (1.2)
     Mortgage-backed securities        945.7        980.3       35.3         (.7)
     All other corporate             2,042.1      2,129.8       87.8         (.1)
     Redeemable preferred stocks         4.2          4.5         .3          -
                                    $3,588.9     $3,729.3     $143.8      $ (3.4)
 
                                                      1995
                                                 Available for Sale
                                   Amortized       Market      Gross Unrealized
                                        Cost        Value      Gains     Losses
   Bonds and redeemable
    preferred stocks:
     United States Government
       and government agencies
       and authorities              $  413.9     $  431.3     $ 17.5      ($  .1)
     States, municipalities and
       political subdivisions           20.6         20.3         .3         (.6)
     Foreign government                 87.5         89.9        2.4          -
     Public utilities                  561.3        591.0       32.3        (2.6)
     Mortgage-backed securities      1,373.2      1,407.8       40.7        (6.1)
     All other corporate             3,087.1      3,304.3      219.8        (2.6)
     Redeemable preferred stocks       104.5        104.7        1.9        (1.7)
                                    $5,648.1     $5,949.3     $314.9      ($13.7)

   Other stocks                     $  136.9     $  252.2     $115.9      ($  .6)


<PAGE>
                                                      1994
                                                 Held to Maturity
                                   Amortized       Market      Gross Unrealized
                                        Cost        Value      Gains     Losses
   Bonds and redeemable
    preferred stocks:
     United States Government
      and government agencies
      and authorities               $     -      $     -      $   -       $   -
     States, municipalities and
      political subdivisions            23.4         23.2         .7       (  .9)
     Foreign government                 16.0         14.0         -         (2.0)
     Public utilities                  614.9        566.4         .8       (49.3)
     Mortgage-backed securities        952.7        872.3         .1       (80.5)
     All other corporate             2,917.7      2,761.6        5.7      (161.8)
     Redeemable preferred stocks       104.9         99.2         .4        (6.1)
                                    $4,629.6     $4,336.7     $  7.7     ($300.6)


                                                       1994
                                                 Available for Sale
                                   Amortized       Market      Gross Unrealized
                                        Cost        Value      Gains     Losses
   Bonds and redeemable
    preferred stocks:
     United States Government
      and government agencies
      and authorities               $  306.9     $  293.0     $   .4      ($14.3)
     States, municipalities and     
      political subdivisions            36.8         36.3        1.4        (1.9)
     Foreign government                 44.0         42.4         .1        (1.7)
     Public utilities                   84.1         79.3         .2        (5.0)
     Mortgage-backed securities        721.4        671.5         .6       (50.5)
     All other corporate               745.7        740.2        2.9        (8.4)
     Redeemable preferred stocks          -            -          -           -
                                    $1,938.9     $1,862.7     $  5.6      ($81.8)

   Other stocks                     $  137.1     $  208.7     $ 72.0      ($  .4)
  </TABLE>
<PAGE>   
   The table below sets forth the scheduled maturities of bonds and
   redeemable preferred stocks based on carrying value as of
   December 31, 1995.  Data based on market value is generally the
   same.  Mortgage-backed securities had an average life of
   approximately 7 years at December 31, 1995.

                                                Held to Available
               Maturity                        Maturity  for Sale
            One year or less                        2%        1%
            After one year through five years      30        19
            After five years through ten years     38        42
            After ten years                         4        14
                                                   74        76
            Mortgage-backed securities             26        24
                                                  100%      100%
  
  
  
  
                                                  
                                            F-14
<PAGE>
           AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   Certain risks are inherent in connection with fixed maturity
   securities, including loss upon default, price volatility in
   reaction to changes in interest rates and general market factors
   and risks associated with reinvestment of proceeds due to
   prepayments or redemptions in a period of declining interest
   rates.

   Realized gains (losses) and changes in unrealized appreciation
   (depreciation) on fixed maturity and equity security investments
   are summarized as follows (in thousands):

                              Fixed      Equity        Tax
                         Maturities  Securities    Effects        Total
    1995
    Realized               $ 77,963     $ 6,065  ($ 13,915)    $ 70,113
    Change in Unrealized    810,690      43,400   (287,896)     566,194

    1994
    Realized                 (1,107)     49,449         30       48,372
    Change in Unrealized   (673,001)    (60,500)   256,725     (476,776)

    1993
    Realized                 52,915      29,350    (12,348)      69,917
    Change in Unrealized    125,112      83,700    (73,084)     135,728


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

                                           1995
                               Held to  Available
                              Maturity   for Sale     Total

    Purchases                   $774.8   $1,603.6  $2,378.4
    Maturities and redemptions   176.3      133.3     309.6
    Sales                         12.9    2,297.9   2,310.8
    Gross Gains                    1.9       88.0      89.9
    Gross Losses                  (2.3)      (9.6)    (11.9)
                                         
                                           1994
                               Held to  Available
                              Maturity   for Sale     Total

    Purchases                 $1,090.0     $636.3  $1,726.3
    Maturities and redemptions   216.0      204.9     420.9
    Sales                          8.0      686.9     694.9
    Gross Gains                    3.3        9.4      12.7
    Gross Losses                  (2.5)     (11.3)    (13.8)

<PAGE>
    Securities classified as "held to maturity" having an amortized
    cost of $14.7 million and $8.7 million were sold for a loss of $1.8
    million and $712,000 in 1995 and 1994, respectively, due to
    significant deterioration in the issuers' creditworthiness.

    Gross gains of $69.4 million and gross losses of $16.5 were
    realized on sales of fixed maturity investments during 1993.










                                            F-15
<PAGE>
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


F. Investment in Investee Corporations  Investment in investee
   corporations represents AFG's ownership of securities of certain
   companies.  All of the companies named in the following table are
   subject to the rules and regulations of the SEC.  Market value of
   the investments was approximately $509 million and $890 million at
   December 31, 1995 and 1994, respectively.

   AFG's investment (and common stock ownership percentage) and
   equity in net earnings and losses of investees are stated below
   (dollars in thousands):
  <TABLE>
  <CAPTION>
                          Investment (Ownership %)     Equity in Net Earnings (Losses)
                         12/31/95        12/31/94          1995      1994      1993
   <S>                   <C>             <C>            <C>       <C>        <C>
   Chiquita (a)          $232,466 (44%)  $237,015(46%)  $ 3,628  ($26,670)  ($24,038)
   Citicasters (b)         74,079 (38%)    69,695(37%)    4,702     8,950       -
   American Premier(c)       -            525,927(42%)    6,907     1,147     91,700
   Other                     -               -             -         -         2,200

                         $306,545        $832,637       $15,237  ($16,573)   $69,862
 </TABLE>
   (a)  Excludes AFG's share of Chiquita's extraordinary losses on
        prepayment of debt in 1995 and 1994.
   (b)  AFC resumed equity accounting for its investment in GACC
        following GACC's reorganization at the end of 1993.  See 
        Note C concerning agreement to sell Citicasters.
   (c)  Accounted for as an investee beginning April 1, 1993; became a
        100%-owned subsidiary on April 3, 1995.

   Chiquita is a leading international marketer, processor and
   producer of quality food products.  Citicasters owns and operates
   radio and television stations in major markets throughout the
   country.

   Included in AFG's consolidated retained earnings at December 31,
   1995, was approximately $35 million applicable to equity in
   undistributed net earnings of investees.



  
  


                                            F-16
<PAGE>
           AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   Summarized financial information for AFG's investees at
   December 31, 1995, is shown below (in millions).  See "Investee
   Corporations" in Management's Discussion and Analysis.

                                       Chiquita Brands International, Inc. (*)
                                               1995         1994         1993

      Current Assets                         $  877       $  804              
      Non-current Assets                      1,747        1,970
      Current Liabilities                       510          574
      Non-current Liabilities                 1,442        1,555
      Shareholders' Equity                      672          645

      Net Sales of Continuing Operations     $2,566       $2,506       $2,533
      Operating Income                          176           71          104
      Income (Loss) from Continuing Operations   28          (84)         (51)
      Discontinued Operations                   (11)          35         -
      Extraordinary Item                         (8)         (23)        -
      Net Income (Loss)                           9          (72)         (51)

      (*) Amounts for 1994 and 1993 were reclassified by Chiquita in
          1995 to reflect discontinued operations.
 <TABLE>                                      
 <CAPTION>
                                                       Citicasters Inc.
                                               1995         1994         1993
      <S>                                     <C>          <C>           <C>
      Contracts, Broadcasting Licenses
        and Other Intangibles                  $313         $275
      Other Assets                              103          128
      Long-term Debt                            132          122
      Shareholders' Equity                      160          151

      Net Revenues                             $136         $197         $205
      Operating Income                           37           52           40
      Earnings (Loss) before Extraordinary Items 14           63          (67)
      Extraordinary Items                        -            -           408(**)
      Net Earnings                               14           63          341
  </TABLE>
      (**) Extraordinary items include a $414 million gain on debt
           discharged in the reorganization of Citicasters' predecessor.




                                            F-17
<PAGE>
           AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


G. Cost in Excess of Net Assets Acquired  At December 31, 1995 and
   1994, accumulated amortization of the excess of cost over net
   assets of purchased subsidiaries amounted to approximately
   $110 million and $100 million, respectively.  Amortization
   expense was $9.2 million in 1995, $6.1 million in 1994 and
   $15.0 million in 1993.

H. Long-Term Debt  Long-term debt consisted of the following at
   December 31, (in thousands):
<TABLE>
<CAPTION>
                                                             1995        1994
   <S>                                                   <C>         <C>
   American Financial Corporation (Parent Company):
     9-3/4% Debentures due April 2004, less discount
       of $1,249 and $0 (imputed rate - 9.8%)            $302,510    $203,759
     12% Debentures due September 1999                       -        120,463
     10% Debentures due October 1999                         -         89,620
     12-1/4% Debentures due September 2003                   -         51,556
     Other, less discount of $0 and $456                    8,692      24,667

                                                         $311,202    $490,065

   American Premier Underwriters, Inc. (Parent Company):
     9-3/4% Subordinated Notes due August 1999,
      including premium of $4,403 (imputed rate - 8.8%)  $161,531
     10-5/8% Subordinated Notes due April 2000,
      including premium of $7,210 (imputed rate - 8.8%)   120,222
     10-7/8% Subordinated Notes due May 2011,
      including premium of $5,082 (imputed rate - 9.6%)    55,581
     Notes payable to banks by Pennsylvania Company          -
                                                         $337,334

   Great American Holding Corporation:
     Notes payable to banks                              $   -       $160,000
     11% Notes due 1998, less discount of $737               -        149,263
     Floating Rate Notes due 1995, less discount of $78      -         49,922
                                                         $   -       $359,185

   American Annuity Group, Inc.:
     11-1/8% Senior Subordinated Notes due February 2003 $101,443    $103,868
     9-1/2% Senior Notes due August 2001                   41,490      43,990
     Notes payable to banks due September 1999             20,500      30,000
     Other                                                  4,301       5,384

                                                         $167,734    $183,242
   Other Subsidiaries:
     Notes payable secured by real estate                $ 53,066    $ 45,354
     Notes payable to banks due December 1997                -         16,000
     Other                                                 12,727      12,901

                                                         $ 65,793    $ 74,255
</TABLE>
                                            F-18
<PAGE>
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   At December 31, 1995, sinking fund and other scheduled
   principal payments on debt for the subsequent five years were
   as follows (in thousands):

                            American
                     AFC     Premier
                 (Parent)   (Parent)      Other         Total
      1996        $  -      $    -      $ 2,538      $  2,538
      1997         5,910         -        2,498         8,408
      1998           -           -        2,761         2,761
      1999           -       157,128     22,848       179,976
      2000           -       113,012      8,608       121,620

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

   Great American Holding Corporation ("GAHC"), a wholly-owned
   subsidiary of AFC, and Pennsylvania Company ("Pennco"), a
   wholly-owned subsidiary of American Premier, have revolving
   loan agreements with groups of banks under which they can
   borrow up to $300 million and $75 million, respectively.
   Borrowings bear interest at floating rates based on prime or
   LIBOR and are collateralized by certain stock of operating
   subsidiaries.  Each facility is guaranteed by the respective
   immediate parent company.
   
   AAG and AFEI have revolving credit agreements with banks
   under which they can borrow up to $75 million and $20
   million, respectively.  Borrowings bear interest at floating
   rates based on prime or LIBOR and are collateralized.
   
<PAGE>
   Following the Mergers, American Premier agreed to lend up to
   $675 million to AFC under a line of credit, and subsequently
   advanced funds which, along with other funds available, were
   used by AFC to redeem $279 million of its various debentures,
   repay $187 million of GAHC's bank debt, and redeem $200
   million of GAHC's Notes.  Also during 1995, AFC sold an
   aggregate of $100 million of its 9-3/4% debentures due in
   2004 for cash.
   
   In a 1994 exchange offer, AFC issued $204 million of its 9-
   3/4% debentures for a like amount of its various other
   debenture issues.  The related unamortized original issue
   discount and debt issue costs ($24.3 million) were written
   off in 1993.  In connection with the offer, all of AFC's
   13-1/2% debentures not tendered for exchange were redeemed
   for $63.2 million in cash.
   
   As the result of the Mergers and a subsequent ratings
   downgrade, holders of American Premier's Notes had the right
   to "Put" their Notes to American Premier at face amount.
   Approximately $44 million of the Notes were tendered under
   the Put Right.  In addition, American Premier repurchased
   $136 million of the Notes for $142.7 million in cash.
   
   In connection with its acquisition of GALIC in 1992, AAG
   borrowed $230 million from several banks.  In 1993, AAG sold 
   $225 million of Notes to the public and repaid the bank loans.
   During 1994, AAG repurchased $77.1 million of the Notes in
   exchange for $69 million in cash plus 810,000 shares of its
   common stock.  During 1995, AAG repurchased
   $4.9 million of the Notes for $5.0 million in cash.
   
   
   
   
   
                                            F-19
<PAGE>
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   In the first two months of 1996, AFC repurchased $48.3 million
   of its debentures for $52.4 million; American Premier
   repurchased $28.7 million of its Notes for $31.1 million; and
   AAG repurchased $22.1 million of its Notes for $24.1 million.

   Cash interest payments of $137 million, $115 million and
   $133 million were made on long-term debt in 1995, 1994 and
   1993, respectively.

I. Capital Stock  In connection with the Mergers discussed in Note
   A, AFG issued  51.3 million shares (net of 18.7 million shares
   held by AFC and its subsidiaries, which are shown herein as
   retired) of Common Stock on April 3, 1995.  During 1995, AFG sold 
   7.4 million newly issued shares of its Common Stock for an aggregate 
   of $202.8 million cash in connection with (i) exercises of Stock 
   Options, (ii) issuances under AFG's new Dividend Reinvestment Plan 
   and its Employee Stock Purchase Plan, and (iii) sales to the AFC ESORP
   and in a public offering.
   
   At December 31, 1995, there were 60,139,303 shares of AFG
   Common Stock outstanding or issuable, including 1,373,081
   shares held by American Premier for issuance to certain
   creditors and other claimants pursuant to a plan of
   reorganization relating to American Premier's predecessor.

   AFG is authorized to issue 12.5 million shares of Voting
   Preferred Stock and 12.5 million shares of Nonvoting Preferred
   Stock, each without par value.  At December 31, 1995, AFG had
   212,698 shares of convertible preferred stock outstanding with
   a stated value of $469,000 (included in Capital Surplus, net
   of related notes receivable).  At that date, there were
   446,799 shares of AFG Common Stock reserved for issuance upon
   conversion of the Preferred Stock.  See Note R - Subsequent
   Event.
   
   

   
   
   
   

   
                                            F-20
 <PAGE>
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

   
   At December 31, 1995, there were 6.0 million shares of AFG
   Common Stock reserved for issuance upon exercise of stock
   options.  Options become exercisable at the rate of 20% per
   year commencing one year after grant; those granted to non-
   employee directors of AFG are generally fully exercisable upon
   grant.  All options expire ten years after the date of grant.
   Stock option data for AFG is as follows:
   
                                                              Option Price
                                                 Shares          per share
   
   Outstanding at April 3, 1995                2,931,948  $17.24 to $31.38 
   Granted                                     2,142,681   23.97 to  30.06
   Exercised                                    (883,974)  17.24 to  28.19
   Terminated                                   (250,669)  19.20 to  28.19
   
   Outstanding at December 31, 1995            3,939,986   17.24 to  31.38
   
   Exercisable at December 31, 1995            1,395,175
   
   Available for grant at December 31, 1995    2,107,988
   
   A progression of AFG's Shareholders' Equity is as follows
   (dollars in thousands):
   <TABLE>
   <CAPTION>
                                                      Common Stock
                                         Common        and Capital    Retained 
                                         Shares(*)         Surplus    Earnings    Unrealized
    <S>                                <C>             <C>            <C>         <C>
   Balance at December 31, 1992        18,971,217         $    904    $ 42,402      $ 68,100
   Net earnings                              -                -        220,130          -
   Dividends on:
    Preferred Stock                          -                -        (26,137)         -
    Common Stock                             -                -         (1,897)         -
   Increase in capital subject 
     to put option                           -                -        (23,652)         -               
   Change in unrealized                      -                -           -           88,800
   Balance at December 31, 1993        18,971,217              904     210,846       156,900
   
<PAGE>

   Net earnings                              -                -          2,100          -
   Purchase of Preferred Stock               -                -            (56)         -
   Dividends on:
    Preferred Stock                          -                -        (25,728)         -
    Common Stock                             -                -         (3,794)         -
   Decrease in capital subject 
     to put option                           -                -          7,225          -
   Transfer from capital subject
    to put option                            -                -         32,502          -
   Change in unrealized                      -                -           -         (153,400)
   Balance at December 31, 1994        18,971,217              904     223,095         3,500

   Dividends on AFC Preferred Stock          -                -           (191)         -
   Exercise of AFC stock options          762,500            8,721        -             -
   Restatement of AFC equity in
     terms of AFG Common Stock          8,590,159             -           -             -
   Shares issued in Mergers to
     holders of APU Common Stock       24,376,667          588,492        -             -
   Net earnings                              -                -        191,247          -
   Change in unrealized                      -                -           -          248,000
   Dividends on Common Stock                 -                -        (27,008)         -
   Shares issued:
     Exercise of stock options            883,974           18,875        -             -
     Dividend reinvestment plan           200,381            5,859        -             -
     Employee stock purchase plan          32,972              918        -             -
     Public offering                    4,600,000          127,180        -             -
     Sale to AFC ESORP                  1,703,000           50,004        -             -
     Employee gift shares                  19,050              494        -             -
   Shares repurchased                        (617)             (17)       -             -
   Change in foreign currency 
     translation                             -                  64        -             -
   Balance at December 31, 1995        60,139,303         $801,494    $387,143      $251,500

</TABLE>
   (*) Prior to the Mergers, Carl H. Lindner and certain members of the 
       Lindner family owned all of the outstanding common stock of AFC.



                                            F-21
 <PAGE>
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   Under a 1983 agreement, certain members of the Lindner family
   (the "Group") had the right to "put" to AFC their shares of AFC
   common stock or options at a defined value.  In anticipation of
   the extinguishment of the Group's rights due to the Mergers, the
   allocation of capital equal to that value
   ($32.5 million) was reclassified to Retained Earnings at
   December 31, 1994.
   
   AFC Mandatory Redeemable Preferred Stock  At December 31, 1994,
   there were 274,242 shares of $10.50 par value Series E Preferred
   Stock outstanding.  These shares were retired, at par, in
   December 1995.  During 1994, AFC redeemed all 150,212
   outstanding shares of Series I Preferred Stock and 230,469
   shares of Series E Preferred Stock for approximately $6.6
   million.  During 1993, AFC purchased 75,106 shares of Series I
   Preferred Stock for approximately $2.1 million.

   Other AFC Preferred Stock  Subsequent to the Mergers, AFC's
   Preferred Stock is included in "Minority interest."  At December
   31, 1995, AFC's Preferred Stock was voting, cumulative, and
   consisted of the following:

        Series F, $1 par value; annual dividends per share
        $1.80; 10% may be retired at AFC's option at $20 per share
        in 1996; 13,744,754 shares (stated value - $167.9 million)
        outstanding at December 31, 1995 and 1994.

        Series G, $1 par value; annual dividends per share $1.05;
        may be retired at AFC's option at $10.50 per share;
        364,158 shares (stated value - $600,000) outstanding at
        December 31, 1995 and 1994.

   In 1994, AFC purchased 8,500 shares of Series F Preferred Stock
   from a subsidiary's profit sharing plan for $159,000.
   
   
 


   
                                            F-22
 <PAGE>        
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


J. Income Taxes  The following is a reconciliation of income taxes
   at the statutory rate of 35% and income taxes as shown in the
   Statement of Earnings (in thousands):
   <TABLE>
   <CAPTION>
                                                   1995       1994       1993
    <S>                                        <C>        <C>       <C>
    Earnings before income taxes
      and extraordinary items                  $246,919    $43,568   $261,985
    Extraordinary items before income taxes         536    (17,192)    (4,559)
    Adjusted earnings before income taxes      $247,455    $26,376   $257,426

    Income taxes at statutory rate             $ 86,609    $ 9,232   $ 90,099
    Effect of:
      Losses (utilized) not utilized            (40,292)    19,267    (59,141)
      Dividends received deduction               (7,823)    (8,528)    (8,336)                                           
      Minority interest                          11,673      2,998     12,082
      Amortization of intangibles                 3,015      1,987      2,658                                             
      Tax exempt interest                          (897)      (689)      (659)                                             
      Foreign income taxes                          359          6         76
      State income taxes                             81        149        820   
      Other                                       3,483       (146)      (303)
    Total provision                              56,208     24,276     37,296
    Amounts applicable to extraordinary items       281        374       -
    Provision for income taxes as shown
      on the Statement of Earnings             $ 56,489    $24,650   $ 37,296

   Adjusted earnings (loss) before income taxes consisted of the
   following (in thousands):

                                                   1995       1994       1993
    Subject to tax in:
      United States                            $250,423    $28,422   $255,682
      Foreign jurisdictions                      (2,968)    (2,046)     1,744

                                               $247,455    $26,376   $257,426

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

                                                   1995       1994       1993
    Current taxes (credits):
      Federal                                   $38,512    $21,028    $43,592
      Foreign                                    (1,213)      -           503
      State                                         124        226      1,843
    Deferred taxes (credits):
      Federal                                    18,233      3,012     (8,256)                                 
      Foreign                                       552         10       (386)
                                                $56,208    $24,276    $37,296
  </TABLE>



                                             F-23
   <PAGE>
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   For income tax purposes, certain members of the AFC and American
   Premier consolidated tax groups had the following carryforwards
   available at December 31, 1995 (in millions):

      AFC Tax Group                 Expiring     Amount
                      {           1996 - 2001     $ 22
      Operating Loss  {           2002 - 2006      143
                      {           2007 - 2010      103

      American Premier Tax Group
      Operating Loss                     1996     $476
      Capital Loss                1997 - 1999      311
      Other - Tax Credits                           23

   Deferred income taxes reflect the impact of temporary
   differences between the carrying amounts of assets and
   liabilities recognized for financial reporting purposes and the
   amounts recognized for tax purposes.  The significant components
   of deferred tax assets and liabilities for AFG's tax groups
   included in the Balance Sheet at December 31, were as follows
   (in millions):
   <TABLE>
   <CAPTION>
                                                  1995
                                                        American
                                                 AFC     Premier
                                           Tax Group   Tax Group     1994
      <S>                                   <C>         <C>      <C>
       Deferred tax assets:
         Net operating loss carryforwards     $ 93.8     $166.5   $  80.0
         Capital loss carryforwards               -       108.7        -
         Insurance claims and reserves         195.9      102.9     202.1
         Other, net                             41.2       91.3      53.5
                                               330.9      469.4     335.6
         Valuation allowance for deferred
           tax assets                          (91.9)    (214.0)   (111.1)
                                               239.0      255.4     224.5
       Deferred tax liabilities:
         Deferred acquisition costs            (89.8)     (31.2)    (78.3)
         Investment securities                (210.8)     (23.8)   (103.6)
                                              (300.6)     (55.0)   (181.9)

       Net deferred tax asset (liability)    ($ 61.6)    $200.4    $ 42.6
   </TABLE>
   The gross deferred tax asset has been reduced by a valuation
   allowance based on an analysis of the likelihood of realization.
   Factors considered in assessing the need for a valuation
   allowance include: (i) recent tax returns, which show neither a
   history of large amounts of taxable income nor cumulative losses
   in recent years, (ii) opportunities to generate taxable income
   from sales of appreciated assets, and (iii) the likelihood of
   generating larger amounts of taxable income in the future.  The
   likelihood of realizing this asset will be reviewed
   periodically; any adjustments required to the valuation
   allowance will be made in the period in which the developments
   on which they are based become known.

<PAGE>

   Cash payments for income taxes, net of refunds, were
   $14.8 million, $30.0 million and $49.6 million for 1995, 1994
   and 1993, respectively.









                                            F-24
    <PAGE>
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


K. Extraordinary Items  Extraordinary items represent AFG's
   proportionate share of gains (losses) recorded by the following
   companies from their debt retirements.  Amounts shown are net of
   minority interest and income tax benefits (in thousands):

                                       1995       1994      1993
       Subsidiaries:
         AFC (parent)               ($1,713)  ($ 6,454)    $  -
         APU (parent)                 6,137       -           -
         GAHC                          (611)      -           -
         AAG                           (201)    (1,328)    (4,559)
       Investee:
         Chiquita                    (2,795)    (9,036)      _-
                                     $  817   ($16,818)   ($4,559)

L. Commitments and Contingencies  Loss accruals have been recorded
   for various environmental and occupational injury and disease
   claims and other contingencies arising out of the railroad
   operations disposed of by American Premier's predecessor, Penn
   Central Transportation Company ("PCTC"), prior to its bankruptcy
   reorganization in 1978.  Any ultimate liability arising
   therefrom in excess of previously established loss accruals
   would normally be attributable to pre-reorganization events and
   circumstances and accounted for as a reduction in capital
   surplus.  However, under purchase accounting in connection with
   the Mergers, any such excess liability will be charged to
   earnings in AFG's financial statements.

   American Premier's liability for environmental claims ($64.3
   million at December 31, 1995, before claims for recovery of $9.5
   million) consists of a number of proceedings and claims seeking
   to impose responsibility for hazardous waste remediation costs
   at certain railroad sites formerly owned by PCTC and certain
   other sites where hazardous waste was allegedly generated by
   PCTC's railroad operation.  It is difficult to estimate
   remediation costs for a number of reasons, including the number
   and financial resources of other potentially responsible
   parties, the range of costs for remediation alternatives,
   changing technology and the time period over which these matters
   develop.  American Premier's liability is based on information
   currently available and is subject to change as additional
   information becomes available.
   
   American Premier's liability for occupational injury and disease
   claims ($80.6 million at December 31, 1995, before claims for
   recovery of
   $62.1 million) includes pending and expected claims by former
   employees of PCTC for injury or disease allegedly caused by
   exposure to excessive noise, asbestos or other substances in the
   railroad workplace.  Recorded amounts are based on the
   accumulation of estimates of reported and unreported claims and
   related expenses and estimates of probable recoveries from
   insurance carriers.
   
<PAGE>

   In exchange for $5 million, AFC has agreed to indemnify a former
   subsidiary for up to $35 million in excess of a threshold amount
   of $25 million of the costs it may incur in the 12 years
   beginning April 1, 1993 to resolve environmental matters,
   bankruptcy claims and certain other matters.  In connection with
   the 1994 sale of securities of a former subsidiary, American
   Premier assumed responsibility for certain environmental and
   other liabilities in consideration for an indemnity payment of
   $19.2 million.  Additionally, another subsidiary has accrued
   $10.3 million at December 31, 1995, for environmental costs
   associated with the sales of former manufacturing properties.
   
   
   
   
                                            F-25
<PAGE>
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   In management's opinion, the outcome of the items discussed
   under "Uncertainties" in Management's Discussion and Analysis,
   beginning on page 26 of this Form 10-K, and the above claims and
   contingencies will not, individually or in the aggregate, have a
   material adverse effect on AFG's financial condition or results
   of operations.

M. Benefit Plans  AFG expensed ESORP contributions of $14.5 million
   in 1995, $6.2 million in 1994 and $9.4 million in 1993.  AFG
   expensed postretirement benefits of $3.4 million in 1995, $2.4
   million in 1994 and $3.1 million in 1993.

N. Transactions With Affiliates    In 1993, AFC sold stock of an
   affiliate to certain of its officers and employees for $1.8
   million in cash and $270,000 in 5.25% unsecured notes due in
   five equal annual installments beginning in 1996.  At Decemb
   er 31, 1993, an AFC real estate subsidiary owed $452,000 to The
   Provident Bank under a loan purchased by Provident in 1991 from
   an unrelated bank.  The loan was repaid in 1994.  Members of the
   Lindner family are majority owners of Provident's parent.  In
   1995, a subsidiary of AFC sold a house to its Chairman for $1.8
   million.  All of the above transactions have taken place at
   approximate market rates or values and, in the opinion of
   management, all amounts receivable are fully collectible.
























                                            F-26
   <PAGE>
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


O. Quarterly Operating Results (Unaudited)  The operations of certain
   of AFG's business segments are seasonal in nature.  While
   insurance premiums are recognized on a relatively level basis,
   claim losses related to adverse weather (snow, hail, hurricanes,
   tornados, etc.) may be seasonal.  Quarterly results necessarily
   rely heavily on estimates.  These estimates and certain other
   factors, such as the nature of investees' operations and
   discretionary sales of assets, cause the quarterly results not to
   be necessarily indicative of results for longer periods of time.
   See Notes A and C for changes in ownership of companies whose
   revenues are included in the consolidated operating results and
   for the effects of gains on sales of subsidiaries and investees in
   individual quarters.  The following are quarterly results of
   consolidated operations for the two years ended December 31, 1995
   (in millions, except per share amounts).
   <TABLE>
   <CAPTION>

                                     1st        2nd       3rd        4th     Total
                                 Quarter    Quarter   Quarter    Quarter      Year
     <S>                         <C>      <C>        <C>        <C>       <C>
     1995
     Revenues                    $553.2   $1,005.9   $1,002.5   $1,068.0   $3,629.6
     Earnings before
       extraordinary items         29.8       33.0       51.0       76.6      190.4
     Extraordinary items             -          .5        2.0       (1.7)        .8                     
     Net earnings                  29.8       33.5       53.0       74.9      191.2

     Earnings per common share:
      Before extraordinary
       items                       $.83       $.63       $.95      $1.36      $3.87
      Extraordinary items            -         .01        .04       (.03)       .01
      Net earnings                  .83        .64        .99       1.33       3.88

     Average number of Common
       Shares                      28.3       52.7       53.4       56.1       47.6

<PAGE>

     1994
     Revenues                    $523.6     $508.0     $537.5     $533.7   $2,102.8
     Earnings (loss) before
       extraordinary items         26.7       23.2        7.5      (38.5)      18.9                     
     Extraordinary items          (15.7)       (.7)       (.5)        .1      (16.8)
     Net earnings (loss)           11.0       22.5        7.0      (38.4)       2.1

     Earnings (loss) per
       common share:
        Before extraordinary
        items                      $.70       $.60       $.04     ($1.58)     ($.24)
       Extraordinary items         (.54)      (.03)      (.02)       -         (.59)
       Net earnings (loss)          .16        .57        .02      (1.58)      (.83)

     Average number of Common
       Shares                      28.3       28.3       28.3       28.3       28.3
   </TABLE>
   Quarterly earnings per share do not add to year-to-date amounts
   due to changes in shares outstanding during 1995.  Results for
   1994 included credits of $3.9 million and $5.3 million in the
   second and third quarters and a fourth quarter charge of
   $43.9 million for units outstanding under AFC's Book Value
   Incentive Plan.

   Realized gains on sales of securities amounted to (in millions):
   <TABLE>
   <CAPTION>
                                1st        2nd        3rd        4th      Total
                            Quarter    Quarter    Quarter    Quarter       Year
      <S>                     <C>         <C>       <C>        <C>        <C>
      1995                    $ 3.5       $7.9      $23.6      $49.0      $84.0
      1994                     14.9        8.2       20.0        5.2       48.3
   </TABLE>

                                            F-27
<PAGE>
           AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

P. Insurance  Securities owned by insurance subsidiaries having a
   carrying value of approximately $1.6 billion at December 31,
   1995, were on deposit as required by regulatory authorities.

   Other income includes life, accident and health premiums of
   $15.7 million in 1995, $2.2 million in 1994 and $2.4 million in
   1993.
   
   During the third quarter of 1994, the California Supreme Court
   upheld Proposition 103, an insurance reform measure passed by
   California voters in 1988.  In addition to increasing rate
   regulation, Proposition 103 gives the California insurance
   commissioner power to mandate rate rollbacks for most lines of
   property and casualty insurance.  GAI recorded a charge of
   $26 million (included in "Other operating and general expenses")
   in the third quarter of 1994 in response to the California court
   decision.  This charge was revised at December 31, 1994 to
   reflect a settlement agreement signed in March 1995 setting
   GAI's refund obligation at $19 million.  The agreement was
   finalized in 1995 following a required waiting period.
   
   Several proposals have been made in recent years to change the
   federal income tax system.  Some proposals included changes in
   the method of treating investment income and tax deferred
   income.  To the extent a new tax law reduces or eliminates the
   tax deferred status of AFG's annuity products, that segment
   could be materially affected.
   
   Insurance Reserves  The liability for losses and loss adjustment
   expenses for certain long-term scheduled payments under workers'
   compensation, auto liability and other liability insurance has
   been discounted at rates ranging from 4% to 8%.  As a result,
   the total liability for losses and loss adjustment expenses at
   December 31, 1995, has been reduced by $67 million.
   
<PAGE>
   The following table provides an analysis of changes in the
   liability for losses and loss adjustment expenses, net of
   reinsurance (and grossed up), over the past three years on a
   GAAP basis (in millions):
   
                                             1995      1994      1993
   
    Balance at beginning of period         $2,187    $2,113    $2,886
   
    Reserves of American Premier:
      At date of deconsolidation              -         -        (785)
      At date of the Mergers                1,090       -         -
   
    Provision for losses and loss
      adjustment expenses occurring in
      the current year                      2,116     1,027     1,103
    Net decrease in provision for claims
      occurring in prior years               (139)      (40)      (39)
                                            1,977       987     1,064
   
    Payments for losses and loss adjustment
      expenses occurring during:
        Current year                         (987)     (381)     (363)
        Prior years                          (874)     (532)     (689)
                                           (1,861)     (913)   (1,052)
                                         
    Balance at end of period               $3,393    $2,187    $2,113
   
    Add back reinsurance recoverables         704       730       611
   
    Unpaid losses and loss adjustment
      expenses included in Balance Sheet,
      gross of reinsurance                 $4,097    $2,917    $2,724
   
                                            F-28
  <PAGE>         
           AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


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

                                             1995      1994      1993
   Insurance group investment income:
     Fixed maturities                      $727.3    $560.6    $566.2
     Equity securities                        5.3       8.3       9.9
     Other                                    7.9       6.7       4.7
                                            740.5     575.6     580.8
   Insurance group investment expenses(*)   (33.8)    (32.0)    (38.9)
                                           $706.7    $543.6    $541.9

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

   Statutory Information  AFG's insurance subsidiaries are required
   to file financial statements with state insurance regulatory
   authorities prepared on an accounting basis prescribed or
   permitted by such authorities (statutory basis).  Net earnings
   and policyholders' surplus on a statutory basis for the
   insurance subsidiaries were as follows (in millions):


                                                        Policyholders'
                                    Net Earnings           Surplus
                               1995    1994   1993      1995     1994
     Property and casualty
       companies               $200    $63    $179    $1,595     $943
     Life insurance companies    76     54      44       273      256

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

                                              1995     1994    1993
       Reinsurance ceded to:
         Non-affiliates                       $476     $402    $333
         Affiliates                             33      161      89
       Reinsurance assumed - including
         non-voluntary pools and associations   93       83      61
       Reinsurance recoveries                  304      429     343

<PAGE>

Q. Additional Information  Total rental expense for various leases
   of railroad rolling stock, office space and data processing
   equipment was $35 million, $22 million and $24 million for 1995,
   1994 and 1993, respectively.  Sublease rental income related to
   these leases totaled $6.2 million in 1995, $6.4 million in 1994
   and $6.6 million in 1993.
   
   Future minimum rentals, related principally to office space and
   railroad rolling stock, required under operating leases having
   initial or remaining noncancelable lease terms in excess of one
   year at December 31, 1995, were as follows:  1996 - $43 million,
   1997 - $37 million, 1998 - $27 million, 1999 - $19 million; 2000
   - $10 million and $18 million thereafter.  At December 31, 1995,
   minimum sublease rentals to be received through the expiration
   of the leases aggregated $27 million.
   




                                            F-29
<PAGE>
         AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


   Other operating and general expenses included charges for
   possible losses on agents' balances, reinsurance recoverables
   and other receivables in the following amounts:  1995 - $0,
   1994 - $18 million and 1993 - $10 million.  The aggregate
   allowance for such losses amounted to approximately $144 million
   and $109 million at December 31, 1995 and 1994, respectively.

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

                                  1995                 1994
                           Carrying    Fair     Carrying    Fair
                              Value   Value        Value   Value
     Assets:
     Bonds and redeemable
       preferred stocks      $9,538  $9,679       $6,492  $6,199
     Other stocks               252     252          209     209

     Liabilities:
     Annuity benefits
       accumulated           $5,052  $4,887       $4,618  $4,510
     Long-term debt:
       AFC (parent company)     311     325          490     473
       APU (parent company)     337     344           -       -
       Other subsidiaries       234     243          617     618

   When available, fair values are based on prices quoted in the
   most active market for each security.  If quoted prices are not
   available, fair value is estimated based on present values,
   discounted cash flows, fair value of comparable securities, or
   similar methods.  The fair value of the liability for annuities
   in the payout phase is assumed to be the present value of the
   anticipated cash flows, discounted at current interest rates.
   Fair value of annuities in the accumulation phase is assumed to
   be the policyholders' cash surrender amount.

   Financial Instruments with Off-Balance-Sheet Risk  On occasion,
   AFG and its subsidiaries have entered into financial instrument
   transactions which may present off-balance-sheet risks of both
   credit and market risk nature.  These transactions include
   commitments to fund loans, loan guarantees and commitments to
   purchase and sell securities or loans.  At December 31, 1995,
   AFG and its subsidiaries had commitments to fund credit
   facilities and contribute limited partnership capital totaling
   $17 million.
   
<PAGE>

   Restrictions on Transfer of Funds and Assets of Subsidiaries
   Payments of dividends, loans and advances by AFG's subsidiaries
   are subject to various state laws, federal regulations and debt
   covenants which limit the amount of dividends, loans and
   advances that can be paid.  The maximum amount of dividends
   payable (without prior approval from state insurance regulators)
   in 1996 from AFG's insurance subsidiaries is approximately
   $210 million.  Total "restrictions" on intercompany transfers
   from AFG's subsidiaries cannot be quantified due to the
   discretionary nature of the restrictions.
   
R. Subsequent Event (Unaudited)  In January 1996, AFG announced
   that it has agreed to sell its subsidiary, Buckeye Management
   Company, to Buckeye management (including an AFG director who
   resigned in March 1996) and employees for $63 million in cash.
   In connection with the sale, the AFG director has converted his
   AFG convertible preferred stock into 446,799 shares of AFG
   Common Stock and sold such shares in the open market.  The sale
   of Buckeye is expected to close in late March 1996.
   
   
                                           F-30
<PAGE>
                             PART IV

                             ITEM 14

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


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

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

        B. Schedules filed herewith for 1995, 1994 and 1993:
                                                                      Page
           I - Condensed Financial Information of Registrant           S-2

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

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

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

(b) Reports on Form 8-K:

          Date of Reports         Items Reported

          December 13, 1995       Court of Appeals Ruling - USX
                                  Litigation

          February 14, 1996       Agreement to sell Citicasters
                                  Common Stock


















                                            S-1
 <PAGE>
            AMERICAN FINANCIAL GROUP, INC. - PARENT ONLY (*)
       SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                             (In Thousands)


                            Condensed Balance Sheet

                                                   December 31,
Assets:                                        1995           1994
  Cash and short-term investments        $   96,207     $    4,896
Investment in securities                       -             1,786
 Receivables from affiliates                 85,055        288,271
 Investment in subsidiaries               1,260,690        976,151
 Investment in investee corporations           -           233,908
 Other assets                                 6,204         49,747
                                         $1,448,156     $1,554,759
Liabilities and Capital:
 Accounts payable, accrued expenses and other
   liabilities                          $    8,019      $   83,783
 Payables to affiliates                        -           582,048
 Long-term debt                                -           490,065
 Capital subject to mandatory redemption       -             2,880
 Other capital                            1,440,137        395,983
                                         $1,448,156     $1,554,759


<PAGE>

                   Condensed Statement of Earnings

                                             Year Ended December 31,
Income:                                    1995      1994      1993
 Dividends from:
   Subsidiaries                        $ 37,044  $ 25,571  $248,168
   Investees                                879     3,514     4,035
                                         37,923    29,085   252,203
 Equity in undistributed earnings of
   subsidiaries and investees           224,921   113,631    65,435
 Realized gains (losses) on sales of:
   Securities                              -        7,477   (1,743)
   Investees                               -      (5,555)    59,182
 Investment and other income              9,131    26,546    21,370
                                        271,975   171,184   396,447

Costs and Expenses:
 Interest charges on borrowed money      13,997    60,439    74,793
 Book Value Incentive Plan                 -       44,166       596
 Other operating and general expenses    11,059    23,011    59,073
                                         25,056   127,616   134,462

Earnings before income taxes and 
  extraordinary items                   246,919    43,568   261,985
Provision for income taxes               56,489    24,650    37,296

Earnings before extraordinary items     190,430    18,918   224,689

Extraordinary items, net of income 
  taxes                                     817   (16,818)   (4,559)

Net Earnings                           $191,247  $  2,100  $220,130


(*)  Financial statements for periods prior to the Mergers are those of
     AFC.  Results for 1995 include the earnings of AFC (parent only) for
     the period prior to the Mergers.



                                            S-2
<PAGE>
            AMERICAN FINANCIAL GROUP, INC. - PARENT ONLY (*)
 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CONTINUED
                             (In Thousands)

                  Condensed Statement of Cash Flows
<TABLE>
<CAPTION>
                                                       Year Ended December 31,
                                                       1995       1994       1993
<S>
Operating Activities:                             <C>        <C>        <C>
 Net earnings                                      $191,247   $  2,100   $220,130
Adjustments:
   Extraordinary losses from retirement of debt        (817)    16,818      4,559
   Equity in earnings of subsidiaries              (193,206)   (88,060)  (172,803)
   Equity in net earnings of investees               (4,462)    (2,872)    (1,963)
   Depreciation and amortization                        123        612      3,778
   Realized gains on sales of subsidiaries
     and investments                                   -        (1,929)   (57,421)
   Writeoff of debt discount and issue costs           -          -        24,814
   Change in receivables from and payables to
     affiliates                                    (100,225)   125,427   (196,338)
   Increase (decrease) in payables                  (10,861)    37,051    (13,146)
   Dividends from subsidiaries and investees         36,649     20,504    131,914
   Other                                              7,414     (2,194)   (16,943)
                                                    (74,138)   107,457    (73,419)

Investing Activities:
 Purchases of subsidiaries and other
   investments                                          (30)      -       (29,501)
 Sales of subsidiaries and other investments           -        20,975    126,196
 Other, net                                             255       (788)       344
                                                        225     20,187     97,039

Financing Activities:
 Additional long-term borrowings                         70        732      9,984
 Reductions of long-term debt                          (325)   (89,901)    (9,062)
 Issuances of common stock                          211,557       -          -
 Repurchases of common and preferred stock              (17)    (6,738)    (2,643)
 Cash dividends paid                                (36,532)   (29,522)   (28,034)
 Cash of predecessor company at date of merger       (9,529)      -          -
                                                    165,224   (125,429)   (29,755)

Net Increase (Decrease) in Cash and 
  Short-term Investments                             91,311      2,215     (6,135)

Cash and short-term investments at beginning
 of period                                            4,896      2,681      8,816

Cash and short-term investments at end
 of period                                         $ 96,207   $  4,896   $  2,681
</TABLE>

(*) Financial statements for periods prior to the Mergers are those of AFC.  
    Results for 1995 include the cash flows of AFC (parent only) for the period
    prior to the Mergers.
                                            S-3
<PAGE>
                          AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES
                          SCHEDULE V - SUPPLEMENTAL INFORMATION CONCERNING
                               PROPERTY-CASUALTY INSURANCE OPERATIONS
                                THREE YEARS ENDED DECEMBER 31, 1995
                                           (IN MILLIONS)
<TABLE>
<CAPTION>

COLUMN A      COLUMN B   COLUMN C       COLUMN D     COLUMN E     COLUMN F
<S>           <C>        <C>            <C>          <C>          <C>
                             (a)                        
AFFILIA-                   RESERVES        (b)              
TION WITH     DEFERRED     FOR UNPAID    DISCOUNT      (c)     
WITH          POLICY       CLAIMS AND    DEDUCTED    UNEARNED     EARNED
REGISTRANT    ACQUISITION  CLAIMS AD-    COLUMN C    PREMIUMS     PREMIUMS
              COSTS        JUSTMENT                               
                           EXPENSES
             
                  
          
CONSOLIDATED PROPERTY-CASUALTY ENTITIES

1995 (d)       $270          $4,097          $67       $1,294       $2,649

1994           $166          $2,917          $71       $  825       $1,379

1993 (d)                                                            $1,495


      COLUMN G           COLUMN H           COLUMN I     COLUMN J    COLUMN K
        
                                           AMORTIZATION    PAID      NET    
      INVESTMENT    ADJUSTMENT EXPENSES      POLICY      AND CLAIM   WRITTEN
      INCOME        INCURRED RELATED TO    ACQUISITION   ADJUSTMENT
                                              COSTS       EXPENSES
                   CURRENT        PRIOR
                      YEAR         YEAR
       

CONSOLIDATED PROPERTY-CASUALTY ENTITIES

1995 (d) $303       $2,116       ($139)      $577         $1,861      $2,688

1994     $177       $1,027       ($ 40)      $329         $  913      $1,481

1993 (d) $206       $1,103       ($ 39)      $345         $1,052      $1,587
</TABLE>

    (a)  Grossed up for reinsurance recoverables of $704 and $730 at
         December 31, 1995 and 1994, respectively.
    (b)  Discounted at rates ranging from 4% to 8%.
    (c)  Grossed up for prepaid reinsurance premiums of $143 and $172 at
         December 31, 1995 and 1994, respectively.
    (d)  Includes American Premier's Insurance Group through March 31, 1993, 
         and after April 1, 1995.

                                            S-4
<PAGE>
                          INDEX TO EXHIBITS

                    AMERICAN FINANCIAL GROUP, INC.


Number              Exhibit Description

  2        Agreement and Plan of Acquisition
           and Reorganization filed as
           Exhibit 2 to AFG's Registration
           Statement on Form S-4 effective
           February 17, 1995.                                 (*)

  3(a)     Amended and Restated Articles of
           Incorporation.                                   _____

  3(b)     Amended Code of Regulations.                     _____

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

           Management Contracts:
 10(a)       Stock Option Plan filed as                       (*)
             Exhibit (10)(iii)(a)(i) to AFG's
             Registration Statement on Form 8-B
             filed on April 17, 1995.

 10(b)       Form of certain stock option agreement.        _____

 10(c)       Stock Option Loan Program.                     _____

 10(d)       Bonus Plan for 1996.                           _____

 10(e)       Retirement program for outside directors.      _____       

 10(f)       Directors' Compensation Plan.                  _____

 10(g)       Severance Agreement between American
             Premier and an AFG executive officer.          _____

 10(h)       Agreement relating to the sale of
             Buckeye Management Company.                    _____

 11        Computation of earnings per share.               _____

 12        Computation of ratios of earnings
           to fixed charges.                                _____

 16        Letter from Deloitte & Touche LLP included
           in AFG's Form 8-K filed on August 29, 1995.        (*)

 21        Subsidiaries of the Registrant.                  _____

 23        Consents of independent auditors.                _____

 27        Financial data schedule.                          (**)

 28        Information from reports furnished to
           state insurance regulatory authorities.          _____


<PAGE>

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


                                            E-1
<PAGE>
           AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

            EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE
                  FOR THE YEAR ENDED DECEMBER 31, 1995
               (In Thousands, Except Per Share Amounts)



Earnings before extraordinary items                              $190,430
Preferred dividend requirement of predecessor company              (6,349)

Net earnings before extraordinary items
  available to common shareholders                                184,081

Extraordinary items                                                   817

Net earnings available to common shareholders                    $184,898


Computation of primary earnings per common share

Shares used in calculation of per share data:
  Weighted average common shares outstanding                       47,620
  Dilutive effect of assumed exercise of certain stock options        503

  Weighted average common shares used to calculate
    primary earnings per share                                     48,123

Primary earnings per common share                 Dilution less than 3%


Computation of fully diluted earnings per common share

Shares used in calculation of per share data:
  Weighted average common shares outstanding                       47,620
  Dilutive effect of assumed exercise of certain stock options        608

  Weighted average common shares used to calculate
    fully diluted earnings per share                               48,228

Fully diluted earnings per common share           Dilution less than 3%


Reported earnings per share based on
 weighted average common shares outstanding
  Before extraordinary items                                        $3.87
  Extraordinary items                                                 .01

  Net earnings                                                      $3.88







                                            E-2
<PAGE>
           AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

   EXHIBIT 12 - COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
                        (Dollars in Thousands)
<TABLE>
<CAPTION>

Year Ended December 31,            
                                         1995       1994       1993       1992       1991
<S>                                  <C>        <C>        <C>       <C>         <C>
Pretax income (loss) excluding
  discontinued operations            $247,455   $ 26,376   $257,426  ($144,854)  $118,710
Minority interest in subsidiaries
  having fixed charges(*)              33,190      8,565     34,800     37,685     44,369
Less undistributed equity in (earnings)
  losses of investees                  (1,559)    49,010    (25,067)   376,020      5,817
Fixed charges:
  Interest expense                    124,633    114,803    153,836    212,150    245,757
  Debt discount (premium) and expense  (1,023)     1,240      5,273      4,698      6,961
  One-third of rentals                  9,471      5,119      5,801     16,341     45,286

      EARNINGS                       $412,167   $205,113   $432,069   $502,040   $466,900


Fixed charges:
  Interest expense                   $124,633   $114,803   $153,836   $212,150   $245,757
  Debt discount (premium) and expense  (1,023)     1,240      5,273      4,698      6,961
  One-third of rentals                  9,471      5,119      5,801     16,341     45,286
  Pretax preferred dividend requirements
    of subsidiaries                    25,376       -          -          -           598     
    Capitalized interest                 -          -          -          -         5,495

      FIXED CHARGES                  $158,457   $121,162   $164,910   $233,189   $304,097


Ratio of Earnings to Fixed Charges       2.60       1.69       2.62       2.15       1.54


Earnings in excess of Fixed Charges  $253,710   $ 83,951   $267,159   $268,851   $162,803
</TABLE>



(*)  Amounts include preferred dividends of subsidiaries.













                                              E-3
<PAGE>
                    AMERICAN FINANCIAL GROUP, INC.

             EXHIBIT 21 - SUBSIDIARIES OF THE REGISTRANT


  The following is a list of subsidiaries of AFG at December 31, 1995.
All corporations are subsidiaries of AFG and, if indented,
subsidiaries of the company under which they are listed.

                                                          Percentage of
                                             State of     Common Equity
Name of Company                            Incorporation      Ownership

American Financial Corporation                 Ohio             100
  Great American Holding Corporation           Ohio             100
    Great American Insurance Company           Ohio             100
      American Annuity Group, Inc.             Delaware          81
        Great American Life Insurance Company  Ohio             100
      American Empire Surplus Lines Insurance
        Company                                Delaware         100
      American National Fire Insurance Company New York         100
      Great American Management Services, Inc. Ohio             100
      Mid-Continent Casualty Company           Oklahoma         100
      Stonewall Insurance Company              Alabama          100
      Transport Insurance Company              Ohio             100
American Financial Enterprises, Inc.           Connecticut       83
American Premier Underwriters, Inc.            Pennsylvania     100
  Pennsylvania Company                         Delaware         100
    Atlanta Casualty Company                   Illinois         100
   Infinity Insurance Company                  Florida          100
     Leader National Insurance Company         Ohio             100
   Republic Indemnity Company of America       California       100
     Republic Indemnity Company of California  California       100
   Windsor Insurance Company                   Indiana          100

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

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
















                                            E-4
<PAGE>
                    AMERICAN FINANCIAL GROUP, INC.

           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 AFG's consolidated property and casualty
     subsidiaries.  The following is a summary of Schedule P reserves
     (in millions):


     Schedule P - Part 1 Summary - col. 33                 $2,815
                                 - col. 34                    579
     Statutory Loss and Loss Adjustment Expense Reserves   $3,394



B.  UNCONSOLIDATED SUBSIDIARIES                               None



C.  50% OR LESS OWNED PROPERTY AND CASUALTY INVESTEES         None























                                            E-5
<PAGE>
                    AMERICAN FINANCIAL GROUP, INC.

            EXHIBIT 23 - CONSENTS OF INDEPENDENT AUDITORS


   We consent to the incorporation by reference in Registration
Statement No. 33-58825 on Form S-8, Registration Statement No. 33-58827 on Form
S-8, and Registration Statement No. 33-59989 on Form S-3 of our report
dated March 15, 1996, with respect to the consolidated financial
statements and schedules of American Financial Group, Inc. included in
the Annual Report on Form 10-K for the year ended December 31, 1995.




                                             ERNST & YOUNG LLP
Cincinnati, Ohio
March 27, 1996




_________________________________________________________________



   We consent to the incorporation by reference in Registration
Statement No. 33-58825 on Form S-8, Registration Statement No. 33-58827 on Form
S-8, and Registration Statement No. 33-59989 on Form S-3 of our report
dated February 15, 1995 (March 23, 1995 with respect to the
acquisition of American Financial Corporation as discussed in Note B
to the financial statements), appearing in the Annual Report on Form
10-K of American Financial Group, Inc. for the year ended December 31,
1995.



                                             DELOITTE & TOUCHE LLP

Cincinnati, Ohio
March 27, 1996
















                                            E-6
<PAGE>
                              Signatures


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


                                     American Financial Group, Inc.


Signed:  March 27, 1996              BY:s/CARL H. LINDNER
                                          Carl H. Lindner
                                          Chairman of the Board and
                                            Chief Executive Officer








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


      Signature                    Capacity                  Date


s/CARL H. LINDNER             Chairman of the Board     March 27, 1996
  Carl H. Lindner               of Directors


s/THEODORE H. EMMERICH        Director*                 March 27, 1996
  Theodore H. Emmerich


s/JAMES E. EVANS              Director                  March 27, 1996
  James E. Evans


s/CARL H. LINDNER III         Director                  March 27, 1996
  Carl H. Lindner III


s/WILLIAM R. MARTIN           Director*                 March 27, 1996
  William R. Martin


s/FRED J. RUNK                Senior Vice President and March 27, 1996
  Fred J. Runk                  Treasurer (principal
                                financial and accounting
                                officer)




*  Member of the Audit Committee




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from American
Financial Group, Inc. 10-K for December 31, 1995 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                         544,408
<SECURITIES>                                10,096,992<F1>
<RECEIVABLES>                                  703,274
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              14,953,870
<CURRENT-LIABILITIES>                                0
<BONDS>                                        882,063
<COMMON>                                        60,139
                                0
                                          0
<OTHER-SE>                                   1,379,998
<TOTAL-LIABILITY-AND-EQUITY>                14,953,870
<SALES>                                              0
<TOTAL-REVENUES>                             3,629,609
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               320,737
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             122,568
<INCOME-PRETAX>                                246,919
<INCOME-TAX>                                    56,489
<INCOME-CONTINUING>                            190,430
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                    817
<CHANGES>                                            0
<NET-INCOME>                                   191,247
<EPS-PRIMARY>                                     3.88
<EPS-DILUTED>                                     3.88
<FN>
<F1>(1)  Includes an investment in affiliates of $307 million.
</FN>
        

</TABLE>


<PAGE>
                      AMENDED AND RESTATED
                   ARTICLES OF INCORPORATION
                               OF
                 AMERICAN FINANCIAL GROUP, INC.



     FIRST.     The name of the corporation is AMERICAN FINANCIAL
GROUP, INC. (the "Corporation").
     
     SECOND.    The  place  in  the  State  of  Ohio  where   the
Corporation's principal office is to be located is  the  City  of
Cincinnati in Hamilton County, Ohio.

     THIRD.    The purpose for which the Corporation is organized
shall  be  to  engage  in any lawful act or  activity  for  which
corporations  may  be  formed under the Ohio General  Corporation
Law, Ohio Revised Code 1701.01 et seq..

     FOURTH.   The aggregate number of shares of stock which  the
Corporation  shall have authority to issue is Two Hundred  Twenty
Five  Million  (225,000,000) shares, which shall be divided  into
two classes, consisting of:

     (a)   Twenty  Five Million (25,000,000) shares of  preferred
stock ("Preferred Stock") without par value; and,

     (b)   Two  Hundred  Million (200,000,000) shares  of  common
stock ("Common Stock") with a par value of $1.00 per share.


                   PART ONE: PREFERRED STOCK

     (a)  Except as otherwise provided by this Article Fourth  or
by  the amendment or amendments adopted by the Board of Directors
providing  for  the issue of any series of Preferred  Stock,  the
Preferred Stock may be issued at any time or from time to time in
any  amount, not exceeding in the aggregate, including all shares
of any and all series thereof theretofore issued, the Twenty Five
Million   (25,000,000)  shares  of  Preferred  Stock  hereinabove
authorized,  as  Preferred  Stock  of  one  or  more  series,  as
hereinafter provided, and for such lawful consideration as  shall
be fixed from time to time by the Board of Directors.

          Twelve   Million  Five  Hundred  Thousand  (12,500,000)
shares of Preferred Stock shall have voting rights as provided in
clause  (b)  of  this  Part One of Article Fourth  (collectively,
"Voting Preferred Stock").
          
                                
<PAGE>
          Twelve   Million  Five  Hundred  Thousand  (12,500,000)
shares  of Preferred Stock shall have no voting power whatsoever,
except as may be otherwise provided by law or except as may arise
upon a default, failure or other contingency (collectively, "Non-
Voting Preferred Stock").  The Career Shares Series created by 
Part  Two  of  this  Article Fourth are shares of Non-Voting 
Preferred Stock.

          All  shares of any one series of Preferred Stock  shall
be  alike  in  every  particular, each series  thereof  shall  be
distinctively designated by letter or descriptive words, and  all
series of Preferred Stock shall rank equally and be identical  in
all  respects  except as provided above with  respect  to  Voting
Preferred Stock and Non-Voting Preferred Stock or as permitted by
the provisions of Clause (b) of this Part One of Article Fourth.

     (b)   Authority is hereby expressly granted to the Board  of
Directors from time to time to adopt amendments to these Articles
of Incorporation providing for the issue in one or more series of
any  unissued  or  treasury shares of the  Preferred  Stock,  and
providing,  to the fullest extent now or hereafter  permitted  by
the  laws of the State of Ohio and notwithstanding the provisions
of  any  other Article of these Articles of Incorporation of  the
Corporation, in respect of the matters set forth in the following
subdivisions  (i) to (x), inclusive, as well as any other  rights
or matters pertaining to such series:

          
(i)  The designation and number of shares of such series;

          (ii)  With respect to the Voting Preferred Stock  only,
voting  rights (to the fullest extent now or hereafter  permitted
by the laws of the State of Ohio);

          (iii)      With  respect  to the  Non-Voting  Preferred
Stock  only,  voting  rights  upon a default,  failure  or  other
contingency;

          (iv)  The dividend rate or rates of such series  (which
may be a variable rate and which may be cumulative);

          (v)  The dividend payment date or dates of such series;

          (vi) The price or prices at which shares of such series
may be redeemed;

          (vii)     The amount of the sinking fund, if any, to be
applied  to  the purchase or redemption of shares of such  series
and the manner of its application;
                               -2-
<PAGE>

          (viii)     The  liquidation price  or  prices  of  such
series;

          (ix) Whether or not the shares of such series shall  be
made  convertible into, or exchangeable for, shares of any  other
class  or  classes or of any other series of the  same  class  of
stock  of the Corporation or any other property, and if  made  so
convertible or exchangeable, the conversion price or  prices,  or
the rates of exchange at which such conversion or exchange may be
made and the adjustments thereto, if any; and,
          (x)   Whether or not the issue of any additional shares
of  such  series or any future series in addition to such  series
shall  be  subject to any restrictions and, if so, the nature  of
such restrictions.

Any  of  the voting rights (with respect to the Voting  Preferred
Stock  only),  voting  rights upon a default,  failure  or  other
contingency  (with  respect  to the  Non-Voting  Preferred  Stock
only),  dividend rate or rates, dividend payment date  or  dates,
redemption rights and price or prices, sinking fund requirements,
liquidation  price or prices, conversion or exchange  rights  and
restrictions  on  issuance  of  shares  of  any  such  series  of
Preferred  Stock  may,  to the fullest extent  now  or  hereafter
permitted  by  the laws of the State of Ohio, be  made  dependent
upon  facts ascertainable outside these Articles of Incorporation
or outside the amendment or amendments providing for the issue of
such  Preferred Stock adopted by the Board of Directors  pursuant
to  authority expressly vested in it by this Article Fourth.   If
the  then-applicable laws of the State of Ohio do not permit  the
Board of Directors to fix, by the amendment creating a series  of
Voting  Preferred  Stock, the voting rights  of  shares  of  such
series, each holder of a share of such series of Voting Preferred
Stock  shall,  except  as may be otherwise provided  by  law,  be
entitled to one (1) vote for each share of Voting Preferred Stock
of such series held by such holder.


                    PART TWO: CAREER SHARES

     (a)  Two series of such Preferred Stock shall be as follows:

     SECTION 1.     Designation.

     (A)  Forty Nine Thousand Eight Hundred Eighty Eight (49,888)
shares  designated  as the "$3.76  Convertible  Preferred  Stock,
First  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  2.0110 shares of Common Stock for each  share  of  such
Preferred Stock; and,
     
                               -3-
<PAGE>

     (B)   One  Hundred  Sixty  Two Thousand  Eight  Hundred  Ten
(162,810)  shares designated as the "$4.20  Convertible Preferred
Stock,  Second 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  2.1281 shares of Common Stock for each  share  of  such
Preferred Stock.

     SECTION  2.     General Terms.  (A)  The series of Preferred
Stock  designated  in Section 1 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 (a) of this Part Two
of Article Fourth.

     (B)   Nothing  herein  shall  be  deemed  to  constitute   a
limitation  on  the  authority  of  the  Board  of  Directors  to
designate  by  amendment or amendments adopted by  the  Board  of
Directors,  out  of  the authorized Preferred  Stock,  series  of
Preferred  Stock not governed by the terms of this paragraph  (a)
of this Part Two of Article Fourth.

     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.  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 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 such 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
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.
     
                               -4-
<PAGE>

     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 Shares  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.

     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
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) shall be adjusted  so
that  the  conversion  rate shall equal the  rate  determined  by
multiplying the conversion rate in effect immediately
          
                               -5-
          <PAGE>
          
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)  in
effect  immediately prior thereto shall be adjusted so  that  the
holder of any Career Shares thereafter surrendered for 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 evidence 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) 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
          
                               -6-
<PAGE>
          
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  each  such
case, the conversion rate (such rate being initially as set forth
in  Section 1) 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
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).
          
                               -7-
<PAGE>

          (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 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 Shares 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.
          
                               -8-
<PAGE>

          (viii)     Whenever any event occurs which would  cause
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 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.
     
                               -9-

<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  Preferred Stock, or as a  single  or  separate
series  of  Preferred  Stock, as and to the  extent  provided  in
Subsection 6(B) and by Ohio law.

     (B)   The Corporation may, in the manner provided in Article
Fifth  and as permitted by Ohio law, from time to time  alter  or
change  the  voting  rights, dividend  rate  or  rates,  dividend
payment date or dates, redemption rights and price, sinking  fund
requirements, conversion rights and restrictions on  issuance  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  Preferred  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 (i) make any  adverse
change in the voting
     
                              -10-
<PAGE>
     
rights,  dividend rate or rates, dividend payment date or  dates,
redemption   rights   and  price,  sinking   fund   requirements,
conversion  rights  and restrictions on issuance  or  special  or
relative rights of Preferred Stock, (ii) authorize a new class of
stock  senior  or superior to Preferred 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
Preferred 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 Preferred Stock.  Without the
affirmative  vote  of the holders of at least two-thirds  of  the
outstanding  shares of any Career Shares 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  Preferred
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.

     SECTION  8.      Status  of Career Shares After  Redemption.
Career  Shares  of  any  series  redeemed  or  purchased  by  the
Corporation  shall  be retired and cancelled  and  shall  not  be
reissued  by the Board of Directors of the Corporation and  shall
be  restored to the status of authorized but unissued  shares  of
Preferred  Stock.   The  Board  of  Directors  shall,  upon   the
redemption  or  repurchase of all the outstanding shares  of  any
series of Career Shares, adopt an amendment to these Articles  of
Incorporation to eliminate all references to the shares  of  such
series  of  Career  Shares  and to make  such  other  appropriate
changes as are required by such elimination.
     
                              -11-
<PAGE>

     FIFTH.     Amendment  to  Articles  of  Incorporation.   The
Corporation  shall  have  the right to amend,  alter,  change  or
repeal any provision contained in these Articles of Incorporation
or  any provision that may be added or inserted in these Articles
of Incorporation, 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 of Incorporation 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)    No  amendment  to  these  Articles  of  Incorporation
pursuant  to  Ohio Revised Code  1701.69(B)(10) or any  successor
provision may be adopted without the affirmative vote or  consent
of  the holders of an aggregate of two-thirds of the total voting
power of the Corporation.

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

     SIXTH.    No holder of any shares of this Corporation  shall
have  any  preemptive rights to subscribe for or to purchase  any
shares  of this Corporation of any class, whether such shares  or
such  class  be  now or hereafter authorized, or to  purchase  or
subscribe for any security convertible into, or exchangeable for,
shares  of any class or to which shall be attached or appertained
any  warrants or rights entitling the holder thereof to  purchase
or subscribe for shares of any class.

     SEVENTH.   This Corporation, through its Board of Directors,
shall have the right and power to purchase any of its outstanding
shares  at  such price and upon such terms as may be agreed  upon
between the Corporation and any selling shareholder.

     EIGHTH.   Subject to the provisions of Article Fifth hereof,
the  affirmative  vote  of shareholders entitled  to  exercise  a
majority  of  the  voting  power of  this  Corporation  shall  be
required  to  amend  these  Articles  of  Incorporation,  approve
mergers  and  to  take  any other action which  by  law  must  be
approved  by  a specified percentage of the voting power  of  the
Corporation or of all outstanding shares entitled to vote.
     
                              -12-
<PAGE>

     NINTH.     The provisions of Ohio Revised Code Chapter  1704
or  any  successor provisions relating to transactions  involving
interested   shareholders  shall  not  be   applicable   to   the
Corporation.

     TENTH.     The  provisions of Ohio Revised Code 1701.831  or
any  successor provisions relating to control share  acquisitions
shall not be applicable to the Corporation.

     ELEVENTH.     These   Amended  and  Restated   Articles   of
Incorporation  take  the  place of  and  supersede  the  existing
Articles  of  Incorporation  of  the  Corporation  as  heretofore
amended.


                              -13-


                      CODE OF REGULATIONS

                               OF

                 AMERICAN FINANCIAL GROUP, INC.



                           ARTICLE I

                          Shareholders


Section  1.      Annual  Meetings.  The  Annual  Meeting  of  the
Shareholders of this Corporation, for the election of  the  Board
of  Directors and the transaction of such other business  as  may
properly  be  brought before such meeting, shall be held  at  the
time, date and place designated by the Board of Directors or,  if
it  shall  so  determine, by the Chairman of  the  Board  or  the
President.  If the Annual Meeting is not held or if Directors are
not elected thereat, a Special Meeting may be called and held for
that purpose.

Section  2.     Special Meetings.  Special meetings of the  Share
holders  may  be  held on any business day  when  called  by  the
Chairman of the Board, the President, a majority of Directors, or
persons  holding  twenty  percent of  all  voting  power  of  the
Corporation and entitled to vote at such meeting.

Section  3.      Place of Meetings.  Any meeting of  Shareholders
may be held at such place within or without the State of Ohio  as
may be designated in the Notice of said meeting.

Section 4.     Notice of Meeting and Waiver of Notice

          4.1  Notice.  Written notice of the time, place and pur
     poses of any meeting of Shareholders shall be given to  each
     Shareholder  entitled thereto not less than seven  (7)  days
     nor  more than sixty (60) days before the date fixed for the
     meeting  and  as  prescribed by law.  Such notice  shall  be
     given  either  by  personal delivery or mail  to  the  Share
     holders at their respective addresses as they appear on  the
     records of the Corporation.  Notice shall be deemed to  have
<PAGE>
          
      been given on the day mailed.  If any meeting is adjourned
     to another time or place, no notice as to such adjourned
     meeting need be given other than by announcement at the
     meeting at which such an adjournment is taken.  No business
     shall be transacted at any such adjourned meeting except as
     might have been lawfully transacted at the meeting at which
     such adjournment was taken.
     
          4.2   Notice to Joint Owners.  All notices with respect
     to  any  shares to which persons are entitled  by  joint  or
     common  ownership may be given to that one of  such  persons
     who  is named first upon the books of this Corporation,  and
     notice so given shall be sufficient notice to all the  holde
     rs of such shares.

          4.3   Waiver.  Notice of any meeting may be  waived  in
     writing  by  any  Shareholder either  before  or  after  any
     meeting, or by attendance at such meeting without protest to
     its commencement.

Section 5.     Shareholders Entitled to Notice and to Vote.  If a
record date shall not be fixed, the record date for the determina
tion  of  Shareholders entitled to notice of or to  vote  at  any
meeting  of  Shareholders shall be the close of business  on  the
twentieth day prior to the date of the meeting and only Sharehold
ers of record at such record date shall be entitled to notice  of
and to vote at such meeting.

Section  6.      Quorum  and  Voting.   The  holders  of   shares
entitling them to exercise a majority of the voting power of  the
Corporation,  present in person or by proxy, shall  constitute  a
quorum for any meeting.  The Shareholders present in person or by
proxy,  whether  or  not  a quorum be present,  may  adjourn  the
meeting   from  time  to  time  without  notice  other  than   by
announcement at the meeting.


                               -2-
<PAGE>

     In   any   other  matter  brought  before  any  meeting   of
Shareholders,  the  affirmative vote of  the  holders  of  shares
representing a majority of the votes actually cast shall  be  the
act  of  the  Shareholders  provided,  however,  that  no  action
required  by  law,  the  Articles, or  these  Regulations  to  be
authorized or taken by the holders of a designated proportion  of
the  shares  of the Corporation may be authorized or taken  by  a
lesser proportion.

Section 7.     Organization of Meetings.

          7.1  Presiding Officer.  The Chairman of the Board,  or
     in  his  absence the President, or the person designated  by
     the  Board  of  Directors, shall call all  meetings  of  the
     Shareholders to order and shall act as Chairman thereof;  if
     all are absent, the Shareholders shall elect a Chairman.

7.2   Minutes.   The  Secretary of the  Corporation,  or  in  his
absence,  an Assistant Secretary, or, in the absence of  both,  a
person  appointed by the Chairman of the meeting,  shall  act  as
Secretary of the meeting and shall keep and make a record of  the
proceedings thereat.

Section 8.     Voting.  Except as provided by statute or  in  the
Articles, every Shareholder entitled to vote shall be entitled to
cast  one vote on each proposal submitted to the meeting for each
share held of record on the record date for the determination  of
the Shareholders entitled to vote at the meeting.  At any meeting
at  which  a quorum is present, all questions and business  which
may come before the meeting shall be determined by a majority  of
votes cast, except when a greater proportion is required by  law,
the Articles, or these Regulations.

Section  9.      Proxies.  A person who is entitled to  attend  a
Shareholders'  meeting, to vote thereat, or to execute  consents,
waivers and releases, may be represented at such meeting or  vote
thereat, and execute consents, waivers, and releases and exercise
any  of  his rights, by proxy or proxies appointed by  a  writing
signed  by such person, or by his duly authorized attorney  which
may   be  transmitted  physically,  by  facsimile  or  by   other
electronic medium.

                               -3-
<PAGE>

Section  10.    List of Shareholders.  At any meeting of Sharehol
ders a list of Shareholders, alphabetically arranged, showing the
number  and  classes of shares held by each on  the  record  date
applicable  to such meeting, shall be produced on the request  of
any Shareholder.


                           ARTICLE II

                           Directors

Section 1.     General Powers.

     The  authority of this Corporation shall be exercised by  or
under  the direction of the Board of Directors, except where  the
law,  the  Articles  or these Regulations require  action  to  be
authorized or taken by the Shareholders.

Section 2.     Election, Number and Qualification of Directors.

     2.1  Election.  The Directors shall be elected at the annual
meeting  of the Shareholders, or if not so elected, at a  special
meeting  of  Shareholders  called for  that  purpose.   The  only
candidates  who  shall be eligible for election at  such  meeting
shall be those who have been nominated by or at the direction  of
the Board of Directors (which nominations shall be either made at
such  meeting  or disclosed in a proxy statement,  or  supplement
thereto, distributed to Shareholders for such meeting or  at  the
direction  of  the Board of Directors) and those  who  have  been
nominated at such meeting by a Shareholder who has complied  with
the  procedures  set forth in this Section 2.  A Shareholder  may
make  a  nomination  for  the office of  director  only  if  such
Shareholder has first delivered or sent by certified mail, return
receipt requested, to the Secretary of the Corporation notice  in
writing at least five and no more than thirty days prior to  such
meeting  of  Shareholders, which notice shall  set  forth  or  be
accompanied  by  (a) the name and residence of such  Shareholder;
(b)  a representation that such Shareholder is a holder of record
of  voting  stock  of the Corporation and intends  to  appear  in
person  or  by  proxy at such meeting to nominate the  person  or
persons  specified in the notice; (c) the name and  residence  of
each  such nominee; and (d) the consent of such nominee to  serve
as director if so elected.
     
                               -4-
<PAGE>

     2.2   Number.  The number of Directors, which shall  not  be
less  than  the lesser of three or the number of Shareholders  of
record,  may be fixed or changed at a meeting of the Shareholders
called for the purpose of electing Directors at which a quorum is
present, by the affirmative vote of the holders of a majority  of
the  shares  represented at the meeting and entitled to  vote  on
such proposal.  In addition, the number of Directors may be fixed
or  changed by action of the Directors at any meeting at which  a
quorum is present by a majority vote of the Directors present  at
the   meeting.   The  Directors  then  in  office  may  fill  any
Director's office that is created by an increase in the number of
Directors.  The number of Directors elected shall be deemed to be
the   number  of  Directors  fixed  unless  otherwise  fixed   by
resolution  adopted  at the meeting at which such  Directors  are
elected.

     2.3  Qualifications.  Directors need not be Shareholders  of
the Corporation.

Section 3.     Term of Office of Directors.

     3.1   Term.  Each Director shall hold office until the  next
annual  meeting of the Shareholders and until his  successor  has
been  elected  or  until  his earlier resignation,  removal  from
office,  or  death.   Directors shall be subject  to  removal  as
provided  by  statute or by other lawful procedures  and  nothing
herein  shall be construed to prevent the removal of any  or  all
Directors in accordance therewith.

     3.2  Resignation.  A resignation from the Board of Directors
shall  be  deemed  to  take  effect immediately  upon  its  being
received by any incumbent corporate officer other than an officer
who  is  also the resigning Director, unless some other  time  is
specified therein.

     3.3   Vacancy.  In the event of any vacancy in the Board  of
Directors  for any reason, the remaining Directors,  though  less
than a majority of the whole Board, may fill any such vacancy for
the unexpired term.
     
     
     
                               -5-
<PAGE>

Section 4.     Meetings of Directors.

     4.1   Regular  Meetings.  Regular meetings of the  Board  of
Directors shall be held at such times and places as may be  fixed
by the Directors.


     4.2   Special  Meetings.  Special Meetings of the  Board  of
Directors  may be held at any time upon call of the  Chairman  of
the  Board, the President, any Vice President, or any  two  Direc
tors.

     4.3  Place of Meeting.  Any meeting of Directors may be held
at  such  place  within or without the State of Ohio  as  may  be
designated in the notice of said meeting.

     4.4   Notice of Meeting and Waiver of Notice.  Notice of the
time and place of any regular or special meeting of the Board  of
Directors  shall be given to each Director by personal  delivery,
telephone,  facsimile transmission or mail at  least  forty-eight
hours  before  the  meeting, which notice need  not  specify  the
purpose of the meeting.

Section 5.     Quorum and Voting.

     At  any meeting of Directors, not less than one-half of  the
whole authorized number of Directors is necessary to constitute a
quorum  for such meeting, except that a majority of the remaining
Directors  in  office  shall constitute a quorum  for  filling  a
vacancy  in  the  Board.  At any meeting at  which  a  quorum  is
present, all acts, questions, and business which may come  before
the  meeting shall be determined by a majority of votes  cast  by
the  Directors  present at such meeting, unless  the  vote  of  a
greater number is required by the Articles or Regulations.

Section 6.     Committees.

     6.1   Appointment.  The Board of Directors may from time  to
time  appoint  certain of its members to act as  a  committee  or
committees in the intervals between meetings of the Board and may
     
     
                               -6-
<PAGE>

delegate  to  such committee or committees power to be  exercised
under  the  control and direction of the Board.   Each  committee
shall  be  composed of at least three directors unless  a  lesser
number  is  allowed by law.  Each such committee and each  member
thereof shall serve at the pleasure of the Board.

     6.2   Executive  Committee.   In particular,  the  Board  of
Directors  may create from its membership and define  the  powers
and  duties  of  an  Executive Committee.  During  the  intervals
between meetings of the Board of Directors, the Executive  Commit
tee shall possess and may exercise all of the powers of the Board
of  Directors in the management and control and the  business  of
the
Corporation to the extent permitted by law.  All action taken  by
the  Executive  Committee  shall be  reported  to  the  Board  of
Directors at its first meeting thereafter.

     6.3   Committee  Action.  Unless otherwise provided  by  the
Board  of  Directors, a majority of the members of any  committee
appointed  by  the Board of Directors pursuant  to  this  Section
shall constitute a quorum at any meeting thereof and the act of 
a majority of the members  present at a meeting at which a quorum 
is present  shall be the act of such committee.  Any such 
committee shall prescribe its own rules for calling and holding 
meetings and its method of procedure,  subject  to  any rules 
prescribed  by  the  Board  of Directors, and shall keep a written 
record of all action taken by it.

Section 7.     Action of Directors Without a Meeting.

     Any  action which may be taken at a meeting of Directors  or
any  committee  thereof  may  be  taken  without  a  meeting   if
authorized  by a writing or writings signed by all the  Directors
or  all of the members of the particular committee, which writing
or  writings  shall be filed or entered upon the records  of  the
Corporation.
     

                               -7-
<PAGE>

Section 8.     Compensation of Directors.

     The  Board  of Directors may allow compensation to directors
for performance of their duties and for attendance at meetings or
for  any  special services, may allow compensation to members  of
any committee, and may reimburse any Director for his expenses in
connection with attending any Board or committee meeting.

Section 9.     Relationship with Corporation.

     Directors shall not be barred from providing professional or
other  services  to  the  Corporation.  No  contract,  action  or
transaction  shall be void or voidable with respect  to  the  Cor
poration for the reason that it is between or affects the Corpora
tion and one or more of its Directors, or between or affects  the
Corporation  and any other person in which one  or  more  of  its
Directors are directors, trustees or officers or have a financial
or  personal interest, or for the reason that one or  more  inter
ested  Directors  participate in or vote at the  meeting  of  the
Directors  or  committee thereof that authorizes  such  contract,
action  or  transaction, if in any such case any of the following
apply:

     9.1  the material facts as to the Director's relationship or
interest  and  as  to  the contract, action  or  transaction  are
disclosed or are known to the Directors or the committee and  the
Directors  or  committee, in good faith, reasonably justified  by
such facts,  authorize  the  contract, action or  transaction  by  
the affirmative  vote  of a majority of the disinterested  
Directors, even though the disinterested Directors constitute less  
than a quorum;

     9.2  the material facts as to the Director's relationship or
interest  and  as  to  the contract, action  or  transaction  are
disclosed  or  are  known to the shareholders  entitled  to  vote
thereon  and  the contract, action or transaction is specifically
approved  at a meeting of the shareholders held for such  purpose
by  the affirmative vote of the holders of shares entitling  them
to  exercise  a  majority of the voting power of the  Corporation
held  by  persons  not  interested in  the  contract,  action  or
transaction; or
     
                               -8-
<PAGE>

     9.3   the contract, action or transaction is fair as to  the
Corporation  as of the time it is authorized or approved  by  the
Directors, a committee thereof or the shareholders.

Section 10.    Attendance at Meetings of Persons
               Who Are Not Directors

     Unless waived by a majority of Directors in attendance,  not
less  than  twenty-four (24) hours before any regular or  special
meeting  of the Board of Directors, any Director who desires  the
presence at such meeting of a person who is not a Director  shall
so  notify  all  other Directors, request the  presence  of  such
person  at  the  meeting, and state the reason in writing.   Such
person  will  not  be permitted to attend the Directors'  meeting
unless  a  majority of the Directors in attendance vote to  admit
such person to the meeting.  Such vote shall constitute the first
order of business for any such meeting of the Board of Directors.
Such  right to attend, whether granted by waiver or vote, may  be
revoked  at  any time during any such meeting by the  vote  of  a
majority of the Directors in attendance.


                          ARTICLE III

                            Officers

Section 1.     General Provisions.

     The  Board of Directors shall elect a President, a Secretary
and  a  Treasurer, and may elect a Chairman of the Board, a Chief
Executive  Officer, one or more Vice Presidents, and  such  other
officers  and  assistant officers as the Board may from  time-to-
time deem necessary.  The Chairman of the Board, if any, shall be
a  Director,  but none of the other officers need be a  Director.
Any  two or more offices may be held by the same person,  but  no
officer  shall  execute, acknowledge or verify any instrument  in
more  than  one  capacity if such instrument is  required  to  be
executed, acknowledged or verified by two or more officers.
     
     
     
                               -9-

<PAGE>

Section 2.     Powers and Duties.

     All  officers,  as  between themselves and the  Corporation,
shall respectively have such authority and perform such duties as
are  customarily incident to their respective offices, and as may
be  specified from time to time by the Board of Directors, regard
less  of  whether such authority and duties are customarily  inci
dent  to  such  office.  The Chief Executive Officer  shall  also
serve either
as  Chairman  of  the Board or President and shall  have  plenary
power  over  the  business and activities of the Corporation  and
over its officers and employees, subject, however, to the control
of  the  Board of Directors and any limitations thereon contained
in  these Regulations.  In the absence of any officer of the  Cor
poration, or for any other reason the Board of Directors may deem
sufficient, the powers or duties of such officer, or any of  them
may  be  delegated to any other officer or to any Director.   The
Board  of Directors may from time to time delegate to any officer
authority to appoint and remove subordinate officers and  to  pre
scribe their authority and duties.

Section 3.     Term of Office and Removal.

     3.1   Term.   Each  officer  of the Corporation  shall  hold
office at the pleasure of the Board of Directors.

     3.2  Removal.  The Board of Directors may remove any officer
at  any time with or without cause by the affirmative vote  of  a
majority of Directors in office.

Section 4.     Compensation of Officers.

     The  Directors shall establish the compensation of  officers
and  employees  or  may,  to the extent not  prohibited  by  law,
delegate  such authority to one or more officers or Directors  as
they determine.


                              -10-
<PAGE>

                           ARTICLE IV

                        Indemnification

Section 1.     Right to Indemnification.

     Each  person who was or is made a party or is threatened  to
be  made  a party to or is otherwise involved (including, without
limitation,  as  a  witness) in any actual or threatened  action,
suit, or proceeding, whether civil, criminal, administrative,  or
investigative (hereinafter a "proceeding"), by reason of the fact
that he or she is or was a director or officer of the Corporation
or  that, being or having been such a director or officer of  the
Corporation,  he or she is or was serving at the  request  of  an
executive  officer  of  the Corporation as a  director,  officer,
partner,  employee,  or  agent of another  corporation  or  of  a
partnership, joint venture, trust, limited liability company,  or
other  enterprise, including service with respect to an  employee
benefit plan (hereinafter an "indemnitee"), whether the basis  of
such proceeding is alleged action in an official capacity as such
a  director,  officer,  partner, employee,  or  agent,  shall  be
indemnified  and held harmless by the Corporation to the  fullest
extent  permitted by the General Corporation Law of Ohio, as  the
same exists or may hereafter be amended (but, in the case of  any
such  amendment,  only to the extent that such amendment  permits
the  Corporation to provide broader indemnification  rights  than
permitted prior thereto), or by other applicable law as  then  in
effect,  against  all  expense, liability, and  loss  (including,
without  limitation,  attorneys' fees,  costs  of  investigation,
judgments,  fines,  excise taxes or penalties arising  under  the
Employee  Retirement  Income Security Act of  1974  ("ERISA")  or
other  federal  or state acts) actually incurred or  suffered  by
such  indemnitee in connection therewith and such indemnification
shall  continue  as  to an indemnitee who  has  ceased  to  be  a
director,  officer,  employee, or agent and shall  inure  to  the
benefit of the indemnitee's heirs, executors, and administrators.
Except  as  provided  in  Section 2 with respect  to  proceedings
seeking  to  enforce rights to indemnification,  the  Corporation
shall  indemnify  any  such  indemnitee  in  connection  with   a
proceeding (or part thereof) initiated by such indemnitee only if
such  proceeding (or part thereof) was authorized or ratified  by
the Board of Directors of the Corporation.


                              -11-
<PAGE>

     The  right  to indemnification conferred in this  Section  1
shall be a contract right and shall include the right to be  paid
by  the  Corporation the expenses incurred in defending any  such
proceeding  in  advance of its final disposition (hereinafter  an
"advancement of expenses").  An advancement of expenses  incurred
by an indemnitee in his or her capacity as a director, officer or
employee (and not in any other capacity in which service  was  or
is  rendered  by  such indemnitee including, without  limitation,
service  to  an  employee benefit plan) shall be made  only  upon
delivery to the Corporation of an undertaking, by or on behalf of
such  indemnitee to repay all amounts so advanced if it is proved
by  clear  and  convincing  evidence  in  a  court  of  competent
jurisdiction that his omission or failure to act involved an  act
or  omission undertaken with deliberate intent to cause injury to
the  Corporation  or undertaken with reckless disregard  for  the
best  interests of the Corporation.  An advancement  of  expenses
shall not be made if the Corporation's Board of Directors makes a
good   faith  determination  that  such  payment  would   violate
applicable law.

Section 2.     Right of Indemnitee to Bring Suit.

     If  a  claim  under Section 1 is not paid  in  full  by  the
Corporation  within thirty days after a written  claim  has  been
received by the Corporation, except in the case of a claim for an
advancement  of  expenses, in which case  the  applicable  period
shall  be  twenty days, the indemnitee may at any time thereafter
bring  suit against the Corporation to recover the unpaid  amount
of  the  claim.  If successful in whole or in part  in  any  such
suit,  or  in  a  suit brought by the Corporation to  recover  an
advancement  of expenses pursuant to the terms of an undertaking,
the  indemnitee shall also be entitled to be paid the expense  of
prosecuting  or  defending such suit.  The  indemnitee  shall  be
presumed to be entitled to indemnification under this Article  IV
upon submission of a written claim (and, in an action brought  to
enforce  a  claim  for  an  advancement of  expenses,  where  the
required  undertaking has been tendered to the Corporation),  and
thereafter  the  Corporation shall have the burden  of  proof  to
overcome  the presumption that the indemnitee is not so entitled.
Neither  the failure of the Corporation (including its  Board  of
Directors, independent legal counsel, or its shareholders) to
     
     
                              -12-
<PAGE>

have  made a determination prior to the commencement of such suit
that   indemnification  of  the  indemnitee  is  proper  in   the
circumstances,  nor  an actual determination by  the  Corporation
(including  its Board of Directors, independent legal counsel  or
its  shareholders)  that  the  indemnitee  is  not  entitled   to
indemnification  shall  be a defense to  the  suit  or  create  a
presumption that the indemnitee is not so entitled.

Section 3.     Nonexclusivity and Survival of Rights.

     The  rights  to  indemnification and to the  advancement  of
expenses  conferred in this Article IV shall not be exclusive  of
any  other  right which any person may have or hereafter  acquire
under  any  statute, provisions of the Articles of Incorporation,
Code   of   Regulations,  agreement,  vote  of  shareholders   or
disinterested directors, or otherwise.

     Notwithstanding any amendment to or repeal of  this  Article
IV,  or  of  any of the procedures established by  the  Board  of
Directors pursuant to Section 6, any indemnitee shall be entitled
to  indemnification in accordance with the provisions hereof  and
thereof  with respect to any acts or omissions of such indemnitee
occurring prior to such amendment or repeal.

     Without  limiting the generality of the foregoing paragraph,
the  rights to indemnification and to the advancement of expenses
conferred in this Article IV shall, notwithstanding any amendment
to  or  repeal  of this Article IV, inure to the benefit  of  any
person  who otherwise may be entitled to be indemnified  pursuant
to  this Article IV (or the estate or personal representative  of
such  person)  for  a  period of six years after  the  date  such
person's  service to or in behalf of the Corporation  shall  have
terminated  or for such longer period as may be required  in  the
event of a lengthening in the applicable statute of limitations.

Section 4.     Insurance, Contracts, and Funding.

     The  Corporation may maintain insurance, at its expense,  to
protect  itself and any director, officer, employee, or agent  of
the Corporation or another corporation, partnership, joint
     
     
                              -13-
<PAGE>

venture,   trust,  or  other  enterprise  against  any   expense,
liability, or loss, whether or not the Corporation would have the
power  to  indemnify such person against such expense, liability,
or   loss  under  the  General  Corporation  Law  of  Ohio.   The
Corporation  may  enter  into contracts with  any  indemnitee  in
furtherance of the provisions of this Article IV and may create a
trust  fund,  grant  a  security interest,  or  use  other  means
(including, without limitation, a letter of credit) to ensure the
payment   of  such  amounts  as  may  be  necessary   to   effect
indemnification as provided in this Article IV.

Section 5.     Indemnification of Employees and Agents
               of the Corporation.

     The  Corporation may, by action of its Board  of  Directors,
authorize  one  or  more executive officers to  grant  rights  to
advancement of expenses to employees or agents of the Corporation
on  such terms and conditions no less stringent than provided  in
Section  1  hereof  as such officer or officers deem  appropriate
under  the circumstances.  The Corporation may, by action of  its
Board   of   Directors,  grant  rights  to  indemnification   and
advancement  of  expenses to employees or  agents  or  groups  of
employees  or agents of the Corporation with the same  scope  and
effect  as the provisions of this Article IV with respect to  the
indemnification  and  advancement of expenses  of  directors  and
officers   of  the  Corporation;  provided,  however,   that   an
undertaking  shall  be  made  by an employee  or  agent  only  if
required by the Board of Directors.

Section 6.     Procedures for the Submission of Claims.

     The  Board  of Directors may establish reasonable procedures
for the submission of claims for indemnification pursuant to this
Article  IV,  determination  of the  entitlement  of  any  person
thereto,  and review of any such determination.  Such  procedures
shall  be  set forth in an appendix to these Code of  Regulations
and shall be deemed for all purposes to be a part hereof.



                              -14-
<PAGE>
                           ARTICLE V

                           Amendments

     This  Code  of Regulations may be amended by the affirmative
vote  or  the  written  consent of the Shareholders  entitled  to
exercise a majority of the voting power on such proposal.  If  an
amendment is adopted by written consent the Secretary shall  mail
a  copy  of  such  amendment  to each Shareholder  who  would  be
entitled  to vote thereon and did not participate in the adoption
thereof.   This  Code of Regulations may also be amended  by  the
affirmative  vote of a majority of the directors  to  the  extent
permitted by Ohio law at the time of such amendment.


                              -15-





FORM 5                                    [Outside Director]




                  AMERICAN PREMIER GROUP, INC.

                     STOCK OPTION AGREEMENT

          Subject and pursuant to the provisions of the American
Premier Group, Inc. Stock Option Plan (the "Plan"),
__________________________________ (the "Optionee") is hereby
granted the option (the "Option") to purchase _______________
_________________________ (________) fully paid and
non-assessable shares of Common Stock, $1.00 par value (the
"Shares"), of American Premier Group, Inc., an Ohio corporation
(the "Company"), upon and subject to the following terms and
conditions:

          1.  Option Price.  The price at which each Share may be
purchased pursuant to the Option is $_______ per share.
          
          2.  Duration of Option.  Except as otherwise provided
herein, the Option shall expire, and all rights to purchase
Shares pursuant thereto shall cease, on the third day after the
tenth anniversary of the date of grant of the Option (the
"Expiration Date"), as set forth below.
          
          3.  Designation as Non-Incentive Option.  The Option is
designated a "Non-Incentive Option" (which term, as used herein,
shall mean an option not intended to be an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code")).

          4.  Vesting of Option.  The Option is fully exercisable
and vested as of the date on which the Option was granted.
          
          5.  Merger, Consolidation, Etc.  In the event that the
Company shall, pursuant to action by its Board of Directors, at
any time propose to merge into, consolidate with, or sell or
otherwise transfer all or substantially all of its assets to
another corporation and provision is not made pursuant to the
terms of such transaction for the assumption by the surviving,
resulting or acquiring corporation of the Option, or for the
substitution of a new option therefor, a committee of the Board
of Directors designated by the Board of Directors (the
"Committee") shall cause written notice of the proposed
transaction to be given to the Optionee not less than 40 days
prior to the anticipated effective date of the proposed
transaction, and, prior to a date specified in such notice, which
shall be not more than 10
<PAGE>
          
          
days prior to the anticipated effective date of the proposed
transaction, the Optionee shall have the right to exercise the
Option to purchase any or all Shares then subject to the Option,
including those, if any, which by reason of
other provisions of the Option have not then become available for
purchase.  The Optionee, by so notifying the Company in writing,
may, in exercising the Option, condition such exercise upon, and
provide that such exercise shall become effective at the time of,
but immediately prior to, the consummation of the transaction, in
which event the Optionee need not make payment for the Shares to
be purchased upon exercise of the Option until 5 days after
written notice by the Company to the Optionee that the
transaction has been consummated.  If the transaction is
consummated, the Option, to the extent not previously exercised
prior to the date specified in the foregoing notice, shall
terminate on the effective date of such consummation. If the
transaction is abandoned, any Shares not purchased upon exercise
of the Option shall continue to be available for purchase in
accordance with the other provisions of the Option.

          6.  Exercise of Option.  A person entitled to exercise
the Option may exercise it in whole at any time, or in part from
time to time, by delivering to the Secretary of the Company
written notice specifying the number of Shares with respect to
which the Option is being exercised, together with payment in
full of the purchase price of such Shares plus any applicable
federal, state or local taxes for which the Company (or a
Subsidiary (as defined below)) has a withholding obligation in
connection with such exercise.  Such payment shall be made in
whole or in part: (i) in cash or by personal check, money market
check, certified check, or bank draft to the order of the
Company, (ii) by the exchange of Common Stock of the Company
acquired by the person entitled to exercise the Option more than
6 months prior to the date of exercise and having a "fair market
value" on the date of exercise at least equal to the price for
which the Shares may be purchased pursuant to the Option plus any
applicable federal, state or local taxes for which the Company
(or a Subsidiary) has a withholding obligation as noted above
(including any such taxes with respect to income recognized by
the Optionee upon the disposition of the Common Stock of the
Company used to effect such exchange) or (iii) by a promissory
note payable to the Company, but only in accordance with the
provisions of, and if the Optionee is at the time of exercise
otherwise eligible under, the Company's Stock Option Loan
Program, or any successor program, as in effect from time to time
(the "Loan Program"), (a) in a principal amount up to 100% of the
payment or such applicable lower percentage as may be specified
by the Committee pursuant to the Loan Program and (b) bearing
interest at a rate not less than the applicable test rate
prescribed under Section 483 of the Code, or any successor
provision, or such higher rate as may be specified by the
Committee pursuant to the Loan Program.  Notwithstanding the
foregoing, the Committee may, in its sole discretion, authorize
such payment, in whole or in part, in any other form.  As used
          
          
                               -2-
<PAGE>

herein, the term "Subsidiary" means any domestic or foreign
corporation, at least 50% of the outstanding voting stock or
voting power of which is beneficially owned, directly or
indirectly, by the Company.  The "fair market value" of the
Shares on any date shall be the mean between the high and low
prices of the Shares on such date on the New York Stock Exchange
Composite Tape (or the principal market in which the Shares are
traded, if the Shares are not listed on that Exchange on such
date), or if the Shares were not
traded on such date, the mean between the high and low prices of
the Shares on the next preceding trading day during which the
Shares were traded.

          7.  Nontransferability.  The Option shall not be
transferable other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order
as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder.
Options may be exercised, during the lifetime of the Optionee,
only by the Optionee.
          
          8.  Termination of Service.  In the event of the
Optionee's termination of service as a member of the Board of
Directors for any reason, the Option shall terminate on (i) the
date which is the later of (a) 90 days from the date of such
termination of service or (b) six months and ten days after such
Optionee's last purchase or sale of Shares prior to his or her
ceasing to be a member of the Board of Directors or (ii) its
Expiration Date, whichever shall first occur.
          
          9.  No Rights as Stockholder.  The Optionee shall not
have any rights as a stockholder of the Company with respect to
any Shares prior to the date of issuance to the Optionee of the
certificate or certificates for such Shares.
          10.  Issuance of Shares; Restrictions.
               (i)  Subject to the conditions and restrictions
          provided in this Paragraph 10, the Company shall,
          within twenty business days after the Option has been
          duly exercised in whole or in part, deliver to the
          person who exercised the Option a certificate,
          registered in the name of such person, for the number
          of Shares with respect to which the Option has been
          exercised.  The Company may legend any stock
          certificate issued hereunder to reflect any
          restrictions provided for in this Paragraph 10.
               
               (ii)  Unless the Shares subject to the Option have
          been registered under the Securities Act of 1933, as
          amended (the "Act"), (and, if the Optionee may be
          deemed an "affiliate" of the Company as defined in Rule
          405 under the Act, such Shares have been registered
          under the Act for resale by the Optionee), or the
          Company has determined that an exemption from
          registration is available, the Company may require
          prior to and as a condition of
               
               
                               -3-
<PAGE>

the issuance of any Shares that the person exercising the Option
furnish the Company with a written representation in a form
prescribed by the Committee to the effect that such person is
acquiring such Shares solely with a view to investment for such
person's own account and not with a view to the resale or
distribution of all or any part thereof, and that such person
will not dispose of any such Shares otherwise than in accordance
with the provisions of Rule 144 under the Act unless and until
either the Shares are registered under the Act or the  Company is
satisfied that an exemption for such registration is available.
               
               (iii)  Anything contained herein to the contrary
          notwithstanding, the Company shall not be obligated to
          sell or issue any Shares pursuant to the Option unless
          and until the Company is satisfied that such sale or
          issuance complies with (a) all applicable requirements
          of the New York Stock Exchange (or the    governing
          body of the principal market in which such Shares are
          traded, if such Shares are not then listed on that
          Exchange), (b) all applicable provisions of the Act and
          (c) all other laws or regulations by which the Company
          is bound or to which the Company is subject.
               
          11. Adjustments.  The number of Shares and the Option
price for Shares covered by the Option shall be proportionately
adjusted for any increase or decrease in the number of issued
Shares resulting from any stock dividend, stock split or similar
event, any other capital adjustment (including a reclassification
of Shares or recapitalization or reorganization of the Company),
or the distribution to holders of Shares of rights, warrants,
assets or evidences of indebtedness (other than regular cash
dividends) in such manner as the Committee in its sole judgment
determines to be equitable.
          
          12. Optionee Acknowledgement.  Optionee acknowledges
receipt of a copy of the Plan, as amended. Optionee hereby agrees
to accept as final and conclusive all determinations,
interpretations and constructions made by the Committee pursuant
to the Plan and the Option.




                               -4-

<PAGE>

Date of Grant:  June 1, ______


(Corporate Seal)                   AMERICAN PREMIER GROUP, INC.



Attest:                            By__________________________
                                     Robert W. Olson                     
                                     Senior Vice President
                                        and Secretary
_________________________
     Pamela S. Meyers
   Assistant Secretary


                                   ____________________________
                                   Optionee

                                
                               -5-
                                
                                












                 AMERICAN FINANCIAL GROUP, INC.

                   STOCK OPTION LOAN PROGRAM


                  Adopted on January 26, 1984,

                   as amended March 28, 1985,

                        February 8, 1991

                       and April 3, 1995
<PAGE>

                 AMERICAN FINANCIAL GROUP, INC.
                   STOCK OPTION LOAN PROGRAM


1.   Purpose
     The purpose of the Stock Option Loan Program (the "Loan Prog
ram") is to assist in the exercise of options granted under the
American Financial Group, Inc. (the "Company") Stock Option Plan
(the "Plan").  Consistent with this purpose, the Loan Program aut
horizes the Company to make loans to certain participants in the
Plan on the terms and conditions hereinafter set forth. Unless
otherwise defined herein, terms defined in the Plan shall have
the same meaning herein as in the Plan.

2.   Administration
The Loan Program shall be administered by the Compensation
Committee or a successor committee or subcommittee (the "Commit
tee") of the Board of Directors of the Company (the "Board").
Subject to the express provisions of the Loan Program, the
Committee shall have exclusive power to determine those individu
als who shall be eligible to participate in the Loan Program and
the terms and conditions to which loans under the Loan Program
(the "Loans") may be subject.  Subject again to the express
provisions of the Loan Program, the Committee shall have full and
final authority to interpret the Loan Program and establish,
adopt or revise such rules and regulations and to make all
determinations relating to the Loan Program as it may, from time
to time, deem necessary or advisable for the administration of
the Loan Program.  The Committee's interpretation of the Loan
Program and all of its actions and decisions with respect to the
Loan Program shall be final, binding and conclusive on all par
ties.

3.   Options For Which Loan Program Is Available

     The Loan Program shall be available in connection with the
exercise by Eligible Participants (as defined in Paragraph 4
hereof) of all Incentive Options granted on or after January 26,
1984 and all Non-Incentive Options, regardless of the date of
grant.

4.   Eligible Participants

     Eligible Participants shall be Employees and directors of
the Company who are Participants in the Plan as such Eligible
Participants may be limited from time to time by the Committee.
The term "Employee" shall mean any person (including any officer)
employed by the Company or a Subsidiary on a full-time salaried
basis.  The term "Subsidiary" shall mean any corporation a majori
ty of the outstanding voting stock or voting power of which is
beneficially owned directly or indirectly by the Company.  The
term "Participant" shall mean an Eligible Participant who obtains
a Loan pursuant to this Loan Program.



                               -2-
<PAGE>

5.   Terms and Conditions of Loans

     Each Loan shall be evidenced by a written secured promissory
note (a "Note") from the Participant payable to the order of the
Company in such form as shall comply with the applicable terms
and conditions of the Loan Program.  In addition, any Note may
include or contain other terms and conditions that are not incon
sistent with the provisions of the Loan Program.
     
     (a)  Timing and Amount of Loan
     
          Except as otherwise provided in the last sentence of
     this subparagraph (a), an Eligible Participant may obtain a
     Loan only at the time of, and in connection with, the
     exercise of an Option for which the Loan Program is avail
     able, as described in Paragraph 3 hereof.  An Eligible
     Participant may borrow up to 95% of the purchase price of
     the Shares with respect to which the Option is being exer
     cised and up to 100% of the applicable federal, state or
     local taxes for which the Company (or a Subsidiary) has a
     withholding obligation in connection with such exercise, and
     proceeds of the Loan may be used only for such purposes.  An
     Eligible Participant may obtain a Loan at a time subsequent
     to the time of exercise of an Option for the purpose of
     satisfying any applicable taxes for which there is a with
     holding obligation which arises at such subsequent time
     rather than at the time of exercise.
          
          (b)  Interest Rate and Payments
          
               Each Note shall accrue and bear interest compound
          ed on each June 30 and December 31 at a rate per annum
          equal to:
               (i)  except as otherwise provided in clauses (ii)
               and (iii) of this subparagraph (b), the rate per
               annum publicly announced from time to time by
               Chemical Bank, New York, New York, as the prime
               rate in effect for 90-day loans to prime commer
               cial customers as such prime rate is in effect at
               the beginning of each such quarter, provided,
               however, that such interest rate shall in no case
               be less than the test rate prescribed under Sec
               tions 483, 1274 or 7872 of the United States In
               ternal Revenue Code (the "Code"), if applicable,
               or any successor provisions;
               
               (ii)  if the Loan was obtained in connection with
               the exercise of an Incentive Option granted on or
               after February 8, 1991 or a Non-Incentive Option,
               the applicable short-term or mid-term federal rate
               for loans compounded semiannually in effect under
               Section 7872 of the Code, or any successor provi
               sion, as of the date of the Loan;
               
               
                               -3-
<PAGE>
               (iii)  if the Loan was outstanding on February 8,
               1991, the applicable short-term federal rate for
               loans compounded semiannually in effect under
               section 7872 of the Code as of February 8, 1991.
               Interest shall be payable at the same time as the
               principal of the Note shall be payable.
               
          (c)  Term of Loan
          
               Each Loan shall become due and payable upon the
          first to occur of any of the following events:
               
                    (i) (x) except as otherwise provided in
               clause (y) of this clause (i) of this subparagraph
               (c), the day of the eighteenth month after the
               date of the Loan which corresponds to the date of
               the Loan (or if such month does not have a corre
               sponding day, then on the last day of such
               eighteenth month); (y) if the Loan was obtained in
               connection with the exercise of an Incentive
               Option granted on or after February 8, 1991 or a
               Non-Incentive Option or if the Loan was
               outstanding on February 8, 1991, the day of the
               sixtieth month (or any shorter period of months
               not less than six that may be specified by the
               Participant) after the date of the Loan (or if
               such month does not have a corresponding day, then
               on the last day of such month);

               (ii)  failure of the Participant to maintain a
               margin of collateral pledged with the Company,
               consisting of the Shares, the purchase of which is
               being financed by the Loan to the Participant (or
               other collateral acceptable to a financial officer
               of the Company), sufficient to cause the Loan
               (including the accrued and unpaid interest thereon
               to the end of the most recent calendar quarter of
               a year) not to exceed 95% of the value of the
               pledged collateral, or such other ratio of the
               Loan and the interest thereon to the value of the
               collateral as may be required by any law, rule or
               regulation of the United States, any state, or any
               federal or state board, commission, agency or
               service;
               
               (iii)  the voluntary bankruptcy or insolvency of
               the Participant (or admission thereof by the Par
               ticipant), or the seeking of relief by the Partic
               ipant under a statute for the relief of debtors,
               or the failure of the Participant promptly to
               cause the discharge of a creditor action brought
               against the Participant under the Bankruptcy Code
               or other bankruptcy or insolvency law;
               
               
                               -4-
<PAGE>
               
               (iv)  thirty (30) days after the termination of
               the employment of the Participant as an employee
               of the Company or a Subsidiary of the Company, or
               thirty (30) days after the Participant ceases to
               be a director of the Company, unless the Committee
               authorizes the extension of such thirty (30) day
               period; provided, however, that if (x) the Partic
               ipant is a former director or officer of the Com
               pany subject to the provisions of Section 16(a) of
               the Securities Exchange Act of 1934 and (y) the
               Loan was obtained in connection with the exercise
               of an Incentive Option granted on or after March
               28, 1985 or a Non-Incentive Option, such Loan
               shall become due and payable on the date which is
               the later of 30 days from the date of such termi
               nation of employment or six (6) months and ten
               (10) days after such director's or officer's last
               purchase or sale of Shares prior to his ceasing to
               be such a director or officer; further, provided
               that (a) transfer of employment of an employee
               between the Company and a Subsidiary or between
               Subsidiaries of the Company shall not constitute a
               termination of employment, (b) the Committee may
               determine whether a leave of absence is for the
               purpose of the Loan a termination of employment
               and (c) in the event of the death of a Participant
               while employed by the Company or a Subsidiary, or
               while serving as a director of the Company, the
               personal representative of the Participant will be
               afforded a period of time (to be specified in the
               Note) in which to assume the obligations provided
               for in the Note, and upon such assumption the
               payment date of the Loan will not be accelerated
               by reason of the death of the Participant; or
               
               (v)  failure of the Participant to observe or
               perform any other provision of the Note applicable
               to it.
               
     (d)  Pledge of Shares
     
          The Shares purchased upon exercise of the Option with
     respect to which the Loan is made shall be pledged by the Pa
     rticipant to the Company in order to secure the payment of
     the principal of and interest on the Loan including any
     taxes required to be withheld by the Company.  The Partici
     pant shall be entitled to all dividends and distributions
     which may be paid on the Shares (except that dividends
     payable in stock of the Company shall be retained by the
     Company and pledged to secure the Loan) and to all voting
     rights with respect to such Shares.  The Company may place a
     legend on any Share certificate to reflect any restrictions
     provided for in this Loan Program.
     
     
     
                               -5-
     <PAGE>
     
     (e)  Prepayment
     
          The Loan may be prepaid in whole or in part by the Par
     ticipant at any time and pledged Shares shall be released
     from pledge in approximate proportion to the amount of the
     Loan prepaid except to the extent that the retention of
     Shares by the Company is necessary to maintain the required
     ratio of the value of the pledged Shares to the unpaid
     amount of the Loan and the accrued interest thereon.
          
     (f)  Default
     
          In the event, the Participant shall fail to pay any
     amount due under the terms of the Note including any amount
     becoming due and payable by acceleration of its payment
     date, the Company upon giving notice to the Participant may
     sell the pledged Shares (or other pledged collateral) and
     shall be entitled to deduct from the proceeds its costs and
     expenses of enforcing payment of the Note and liquidation of
     the collateral, the unpaid interest on the Note and the
     unpaid principal of the Note before remitting the balance to
     the Participant.  In the event, the liquidation of the
     pledged collateral shall not provide funds sufficient to pay
     the entire unpaid principal of and interest on the Note and
     the costs and expenses of enforcing payment of the Note, the
     Participant shall be liable to the Company for the amount of
     such deficiency.

6.   Miscellaneous

     (a)  Government and Other Regulations
          The obligation of the Company to make Loans to Eligible
     Participants, and each Loan made to an Eligible Participant,
     shall be subject to all applicable laws, rules and regula
     tions and to any required approvals by governmental agen
     cies.
          
     (b)  No Employment Rights
     
          Neither this Loan Program nor any action taken hereun
     der shall be construed as conferring on any Employee any rig
     ht to continue in the employ of the Company or a Subsidiary
     or affect in any way the right of the Company or a
     Subsidiary to terminate the employment of any Employee at
     any time.
          
     (c)  Nontransferability
     
          A Participant's rights and interests under the Loan
     Program may not be assigned, pledged or transferred except
     that in the event of the death of a Participant, while an
     employee or director, the personal representative may assume
     and succeed to the rights and obligations of the Partici
     pant.
     
                               -6-
     <PAGE>
     
     (d)  Applicable Law
     
          The Loan Program and all other governing documents,
     agreements and instruments and all actions taken hereunder
     shall be governed by the laws of the State of New York.

7.   Amendment and Termination

     The Board may at any time terminate the Loan Program.  The
Board or Committee may at any time, or from time to time, amend
or suspend and, if suspended reinstate, the Loan Program in whole
or in part.  Notwithstanding the foregoing, the Loan Program
shall continue in effect to the extent necessary to settle all
matters relating to Loans made prior to any such termination or
suspension.






                               -7-






                 AMERICAN FINANCIAL CORPORATION
                                
                                
                                
                        ANNUAL BONUS PLAN
                                
                                
                                
                   Adopted on January 17, 1996
<PAGE>                                
                 AMERICAN FINANCIAL CORPORATION
                                
                        ANNUAL BONUS PLAN



1.   PURPOSE

      The  purpose  of the Annual Bonus Plan (the "Plan")  is  to
further the profitability of American Financial Corporation, and 
its subsidiaries and affiliates (the "Company") to the benefit of 
the shareholders of the Company  by providing incentive to the 
Plan participants.

2.   ADMINISTRATION

      Except  as  otherwise expressly provided herein,  the  Plan
shall  be  administered  by  the  Compensation  Committee  or   a
successor  committee  or subcommittee (the  "Committee")  of  the
Board  of Directors of the Company (the "Board") composed  solely
of two or more "outside directors" as defined pursuant to Section
162(m)  of the Internal Revenue Code.  No member of the Committee
while  serving  as such shall be eligible to be granted  a  bonus
under  the Plan.  Subject to the provisions of the Plan  (and  to
the  approval  of  the Board where specified in  the  Plan),  the
Committee  shall have exclusive power to determine the conditions
(including performance requirements) to which the payment of  the
bonuses may be subject and to certify that performance goals  are
attained.   Subject to the provisions of the Plan, the  Committee
shall  have  the  authority to interpret the Plan and  establish,
adopt  or  revise  such rules and regulations  and  to  make  all
determinations relating to the Plan as it may deem  necessary  or
advisable  for  the administration of the Plan.  The  Committee's
interpretation of the Plan and all of its actions  and  decisions
with  respect to the Plan shall be final, binding and  conclusive
on all parties.

3.   PLAN TERM AND BONUS YEARS

      The  term  of the Plan is one year, commencing  January  1,
1996,  which term shall be renewed from year to year  unless  and
until  the  Plan shall be terminated or suspended as provided  in
Section 9.  As used in the Plan the term "Bonus Year" shall  mean
a calendar year.

4.   PARTICIPATION

      Subject  to the approval of the Committee and the Board  of
Directors   (based  on  the  recommendation  of  the  Committee),
management  of  the Company shall suggest those persons  who  are
deemed  to  be key employees of the Company for participation  in
the Plan (the "Participants").


<PAGE>

5.   ESTABLISHMENT  OF INDIVIDUAL BONUS TARGETS  AND  PERFORMANCE
     CRITERIA

      The  Committee shall establish the individual target amount
of  bonus  (the  "Bonus  Target") that may  be  awarded  to  each
Participant and recommend that the Board adopt such  action.   In
no  event  shall  the  establishment of any  Participant's  Bonus
Target give a Participant any right to be paid all or any part of
such amount unless and until a bonus is actually awarded pursuant
to Section 6.

      The Committee shall establish the performance criteria (the
"Performance  Criteria") that will apply to the determination  of
each  Participant's bonus for that Bonus Year and recommend  that
the  Board  adopt  such  action.  The  individuals,  their  Bonus
Targets and Performance Criteria set forth on Schedules I and  II
have been recommended by the Committee and approved by the Board.

6.   DETERMINATION OF BONUSES AND TIME OF PAYMENT

      As soon as practicable after the end of 1996, the Committee
shall   certify whether or not the performance criteria  of  each
Participant has been attained and shall recommend to  the  Board,
and  the Board shall determine, the amount of the bonus, if  any,
to be awarded to each Participant for 1996 according to the terms
of  this  Plan.   Such bonus determinations  shall  be  based  on
achievement of the Performance Criteria for 1996.

      Once the bonus is so determined for a Participant, it shall
be  paid seventy-five percent in cash and twenty-five percent  in
Company  Common  Stock  to the Participant (less  any  applicable
withholding  and  employment taxes) as soon as practicable.   The
number  of  shares  of Company Common Stock to  be  issued  to  a
Participant  shall be determined by dividing twenty-five  percent
of  the bonus payable (before applicable taxes and deductions) by
the  average  of the per share Fair Market Value  of  the  Common
Stock  for  the  last twenty trading days of 1996; the  resulting
number shall then be rounded to the nearest hundred.

      "Fair  Market Value" means the last sale price reported  on
any  stock exchange or over-the-counter trading system  on  which
Company Common Stock is trading on the last trading day prior  to
a  specified  date  or, if no last sales price is  reported,  the
average of the closing bid and asked prices for a share of Common
Stock on a specified date.  If no sale has been made on any date,
then  prices  on the last preceding day on which  any  such  sale
shall  have  been made be used in determining Fair  Market  Value
under either method prescribed in the previous sentence.




                               -2-
<PAGE>

7.   TERMINATION OF EMPLOYMENT

      If  a  Participant's  employment  with  the  Company  or  a
subsidiary,  as  the case may be, is terminated  for  any  reason
other than discharge for cause, he may be entitled to such bonus,
if any, as the Committee, in its sole discretion, may determine.

     In the event of a Participant's discharge for cause from the
employ  of  the Company or a Subsidiary, as the case may  be,  he
shall  not  be  entitled  to  any  amount  of  bonus  unless  the
Committee, in its sole discretion, determines otherwise.

8.   MISCELLANEOUS

           A.   Government and Other Regulations.  The obligation
     of  the  Company to make payment of bonuses shall be subject
     to  all  applicable laws, rules and regulations and to  such
     approvals by governmental agencies as may be required.

           B.   Tax Withholding.  The Company or a Subsidiary, as
     appropriate, shall have the right to deduct from all bonuses
     paid  in cash any federal, state or local taxes required  by
     law to be withheld with respect to such cash payments.

           C.    Claim  to  Bonuses and Employment  Rights.   The
     designation of persons to participate in the Plan  shall  be
     wholly  at  the discretion of the Board.  Neither this  Plan
     nor  any action taken hereunder shall be construed as giving
     any  Participant any right to be retained in the  employ  of
     the Company or a Subsidiary.

           D.    Beneficiaries.  Any bonuses awarded  under  this
     Plan  to  a Participant who dies prior to payment  shall  be
     paid  to the beneficiary designated by the Participant on  a
     form  filed  with  the Company.  If no such beneficiary  has
     been  designated or survives the Participant, payment  shall
     be  made  to  the  Participant's  legal  representative.   A
     beneficiary  designation  may be changed  or  revoked  by  a
     Participant at any time provided the change or revocation is
     filed with the Company.

            E.     Nontransferability.   A  person's  rights  and
     interests  under  the Plan may not be assigned,  pledged  or
     transferred  except, in the event of a Participant's  death,
     to his designated beneficiary as provided in the Plan or, in
     the  absence  of such designation, by will or  the  laws  of
     descent and distribution.



                               -3-
<PAGE>
          F.   Indemnification.  Each person who is or shall have
     been  a  member  of the Committee or of the Board  shall  be
     indemnified and held harmless by the Company (to the  extent
     permitted  by  the  Articles of Incorporation  and  Code  of
     Regulations  of the Company and applicable law) against  and
     from  any  loss,  cost, liability or  expense  that  may  be
     imposed  upon  or reasonably incurred by him  in  connection
     with or resulting from any claim, action, suit or proceeding
     to  which he may be a party or in which they may be involved
     by  reason  of any action taken or failure to act under  the
     Plan and against and from any and all amounts paid by him in
     settlement thereof, with the Company's approval, or paid  by
     him, in satisfaction of judgment in any such action, suit or
     proceeding  against  him.   He shall  give  the  Company  an
     opportunity,  at its own expense, to handle and  defend  the
     same before he undertakes to handle and defend it on his own
     behalf.  The foregoing right of indemnification shall not be
     exclusive  of any other rights of indemnification  to  which
     such person may be entitled under the Company's Articles  of
     Incorporation or Code of Regulations, as a matter of law  or
     otherwise  or  of  any power that the Company  may  have  to
     indemnify him or hold him harmless.

          G.   Reliance on Reports.  Each member of the Committee
     and  each  member of the Board shall be fully  justified  in
     relying or acting in good faith upon any report made by  the
     independent certified public accountants of the  Company  or
     of  its Subsidiaries or upon any other information furnished
     in  connection with the Plan by any officer or  director  of
     the  Company or any of its Subsidiaries.  In no event  shall
     any  person  who  is  or shall have been  a  member  of  the
     Committee  or  of the Board be liable for any  determination
     made  or  other  action  taken or any  omission  to  act  in
     reliance  upon  any such report or information  or  for  any
     action  taken,  including the furnishing of information,  or
     failure to act, if in good faith.

           H.   Expenses.  The expenses of administering the Plan
     shall  be borne by the Company and its Subsidiaries in  such
     proportions  as shall be agreed upon by them  from  time  to
     time.

           I.   Pronouns.  Masculine pronouns and other words  of
     masculine gender shall refer to both men and women.

           J.   Titles and Headings.  The titles and headings  of
     the  sections  in the Plan are for convenience of  reference
     only,  and,  in the event of any conflict between  any  such
     title  or heading and the text of the Plan, such text  shall
     control.



                               -4-
<PAGE>
9.   AMENDMENT AND TERMINATION

     The Board may at any time terminate the Plan.  The Board may
at  any  time,  or  from time to time, amend or suspend  and,  if
suspended,   reinstate   the  Plan   in   whole   or   in   part.
Notwithstanding the foregoing, the Plan shall continue in  effect
to  the  extent necessary to settle all matters relating  to  the
payment  of  bonuses  awarded prior to any  such  termination  or
suspension.


                               -5-


RESOLVED, that the Corporation hereby adopts
the following Retirement Program for Outside Directors:



            Retirement Program for outside Directors
                 of American Premier Group, Inc.



1.  Eligibility

         Any  person  (other  than  an  officer  or  employee  of
American  Premier Group, Inc. (the "Corporation") or any  of  its
subsidiaries) who retires as a director of the Corporation  after
having  met the applicable eligibility requirements set forth  in
Paragraph 2 shall be entitled to the retirement benefit  referred
to  in  Paragraph 3. For purposes of this Retirement Program  for
Outside  Directors, a person's retirement as a  director  of  the
Corporation   means  his  resignation  as  a  director   of   the
Corporation  or  his  not being nominated  for  reelection  as  a
director  of  the  Corporation by the Corporation's  shareholders
upon  the expiration of his term of office as a director  of  the
Corporation.



2.  Eligibility Requirements

          To  be eligible for the retirement benefit referred  to
in Paragraph 3, a person must have served for at least four years
as  a  director  of  the  Corporation  (or  of  American  Premier
Underwriters, Inc.) while not being an officer or employee of the
Corporation  or  any of its subsidiaries (or of American  Premier
Underwriters,  Inc.  or any of its subsidiaries)  and  must  have
reached the age of 55.



3.  Retirement Benefit

         Upon  retirement  as a director of the  Corporation,  an
eligible  person will revive an amount equal to  five  times  the
annual  directors  fee in effect at the time of  his  retirement.
The  retiring director may elect to receive the benefit  in  lump
sum or in deferred payments.

<PAGE>


4.  Death Benefit

          A death benefit equal to the retirement benefit will be
paid  to the designated beneficiary or estate of any director  of
the  Corporation  who dies while in office, whether  or  not  the
director was eligible for a retirement benefit at the time of his
death.   This  death  benefit, which shall  be  in  lieu  of  any
retirement benefit, shall not be available to a director  who  at
any  time  during the two years immediately preceding his  death,
was an officer or employee of the Corporation or any of its
subsidiaries.



5.  Condition to Receipt of Retirement Benefit

         As a condition to receipt of the retirement benefit, a
director must agree in writing that for a period of 5 years
following his retirement



(a)   he will, without further compensation (except reimbursement
for  expenses), provide consulting services upon request  to  the
Corporation (such services shall not exceed 10 days per year),



(b)   he  will  not,  without the permission of the  Corporation,
engage in significant competition with any major operation of the
Corporation  and its subsidiaries taken as a whole, or  serve  on
the  board  of  directors of any corporation that is  engaged  in
significant   competition  with  any  major  operation   of   the
Corporation and its subsidiaries taken as a whole, and



(c)   he  will not disclose any confidential information  of  the
Corporation  or any of its subsidiaries, or intentionally  engage
in  any activity causing injury to the Corporation or any of  its
subsidiaries.

                               -2-






                 AMERICAN FINANCIAL GROUP, INC.
                  DIRECTORS' COMPENSATION PLAN

                         P R E A M B L E

      The purpose of the Directors' Compensation Plan ("Plan") of
American  Financial  Group,  Inc. (the  "Company")  is  to  align
further  the  interests  of the Company's non-employee  directors
with the interests of shareholders by providing that a minimum of
50%  of  such  directors' annual retainers are paid  through  the
issuance of shares of the Company's Common Stock, $1.00 par value
("Common Stock").

      Directors who are not employees of the Company or a Company
subsidiary  are  paid an annual retainer ("Board  Retainer"),  an
additional annual Board Committee retainer ("Committee Retainer")
and  an  attendance  fee  for  each Board  or  Committee  meeting
attended ("Meeting Fees"), in amounts which shall be set  by  the
Board of Directors.  The initial amounts established by the Board
of  Directors  for  the retainers and fees is set  forth  on  the
attached  Schedule 1.  These amounts may be changed by the  Board
of Directors from time to time without shareholder approval.

1.   PAYMENT OF COMPENSATION TO NON-EMPLOYEE DIRECTORS.

      The Board Retainer and Committee Retainer shall be paid  by
the  Company  quarterly,  in  arrears,  as  soon  as  practicable
following  the  end  of  each calendar  quarter.   The  quarterly
portion  of  the  Board  Retainer  and  Committee  Retainer   (if
applicable)  shall  be  paid 50% in cash  and  50%,  or  in  such
proportion as an eligible director may elect pursuant to  Section
3 below, in the form of shares of the Company's Common Stock.

      The  number of shares of Common Stock to be issued to  each
non-employee  director pursuant to this Plan shall be  determined
by  dividing the amount of the retainers payable in Common  Stock
by  the  average of the per share Fair Market Value of the Common
Stock  (as  defined in Section 3 below) for the ten trading  days
ending  on  the last business day of each calendar  quarter;  the
resulting number shall then be rounded up to the nearest share.

      The  Meeting Fees accrued during each calendar quarter,  if
any,  shall be paid by the Company at the end of such quarter  in
cash,  together with the cash portion of the applicable quarterly
retainers.


<PAGE>

2.   ELECTION  BY NON-EMPLOYEE DIRECTORS TO RECEIVE CASH  PORTION
     OF THEIR COMPENSATION IN ADDITIONAL COMPANY COMMON STOCK.

      Each  non-employee director may elect to receive all  or  a
portion  (in  20%  increments) of the quarterly cash  portion  of
their  applicable retainers for service on the Board of Directors
in  shares  of Common Stock.  Such election shall be  irrevocable
for each quarter and shall be made at least six months in advance
of the date the non-employee director is to receive the quarterly
payment.

3.   FAIR MARKET VALUE OF COMPANY COMMON STOCK.

      The "Fair Market Value" of a share of Common Stock shall be
the  mean between the high and low prices of the shares  on  such
date  on  the  New  York Stock Exchange Composite  Tape  (or  the
principal  market  in which the Common Stock is  traded,  if  the
shares  are not listed on that Exchange on such date) or, if  the
shares  were  not traded on such date, then the mean between  the
high  and low prices of the shares on the next preceding  trading
day during which the shares were traded.

4.    RESTRICTIVE  LEGEND; HOLDING PERIOD FOR  SHARES  OF  COMMON
STOCK.

      In  order to comply with certain provisions of the  Federal
securities laws, including Section 16(b) of the Securities 
Exchange Act of 1934, all certificates representing shares of 
Common Stock issued pursuant to the Plan shall bear the following
restrictive   legend  which  will  prevent  the  recipient   from
disposing  of  such  shares  for six  months  from  the  date  of
issuance:

     THE   SHARES  OF  COMMON  STOCK  REPRESENTED  BY   THIS
     CERTIFICATE  MAY  NOT  BE OFFERED,  SOLD,  TRANSFERRED,
     PLEDGED,  HYPOTHECATED OR OTHERWISE ASSIGNED UNTIL  THE
     EXPIRATION  OF  THE SIX MONTH PERIOD BEGINNING  ON  THE
     DATE  OF ORIGINAL ISSUANCE BY AMERICAN FINANCIAL GROUP,
     INC.  (THE "COMPANY") AS PROVIDED BY SECTION 4  OF  THE
     COMPANY'S DIRECTORS' COMPENSATION PLAN EFFECTIVE AS  OF
     ,  1996,  A  COMPLETE AND CORRECT COPY OF THE  FORM  OF
     WHICH  WILL  BE FURNISHED BY THE COMPANY TO THE  HOLDER
     HEREOF UPON REQUEST.

      When  the legend requirement imposed by this Section  shall
terminate,  the holder of shares of Common Stock for  which  such
legend  requirement has terminated may request that  the  Company
(at   its  expense)  promptly  issue  a  replacement  certificate
representing such shares without such legend.



                               -2-

<PAGE>
5.   NO RIGHT TO CONTINUANCE AS A DIRECTOR.

      Neither the action of the Company in establishing the  Plan
nor  the  issuance of Common Stock hereunder shall be  deemed  to
create  any  obligation on the part of the Board of Directors  to
nominate  any  non-employee  director  for  reelection   by   the
Company's  shareholders or to be evidence  of  any  agreement  or
understanding, express or implied, that the non-employee director
has  a right to continue as a director for any period of time  or
at any particular rate of compensation.

6.   SHARES SUBJECT TO THE PLAN.

      One  hundred thousand shares of Common Stock are authorized
for  issuance  under the Plan in accordance with  the  provisions
hereof.   The Company shall at all times during the term  of  the
Plan retain as authorized and unissued Common Stock at least  the
number  of shares from time to time required under the provisions
of the Plan, or otherwise assure itself of its ability to perform
its obligations hereunder.

7.   EFFECTIVE DATE AND EXPIRATION OF PLAN.

      The  Plan is subject to approval by a majority of the votes
cast at the next Annual Meeting of Shareholders of the Company by
the  holders of shares of Common Stock entitled to vote  thereon,
and,  if  so approved, shall be effective beginning on the  first
day of the calendar quarter immediately following  such vote (the
"Effective  Date").  Unless earlier terminated by  the  Board  of
Directors pursuant to Section 10, the Plan shall terminate on the
tenth  anniversary of the Effective Date.  No  shares  of  Common
Stock  shall be issued pursuant to the Plan after its termination
date.

8.   ELECTION TO DEFER DIRECTOR COMPENSATION.

     a.    Any  non-employee director may, by  delivering  a
     written election to the Secretary of the Company on  or
     before December 31 of any calendar year, elect to defer
     receipt   of  all  or  a  specified  portion  (in   20%
     increments)  of  his cash or Common Stock  compensation
     during  the  calendar year following such election  and
     succeeding calendar years.

     b.     Any  person  who  shall  become  a  non-employee
     director  during any calendar year, and who was  not  a
     non-employee  director  on the preceding  December  31,
     may, before his term begins, elect to defer receipt  of
     all  or a specified portion (in 20% increments) of  his
     cash  compensation during the balance of such  calendar
     year and for succeeding calendar years.


                               -3-
<PAGE>

     c.     A  non-employee  director's  election  to  defer
     receipt  of compensation shall continue until the  date
     on  which  such non-employee director ceases  to  be  a
     director  of  the  Company or until he terminates  such
     election  by written notice delivered to the  Secretary
     of the Company.

9.   PAYMENT IN EVENT OF DEATH.

     If a non-employee director dies (before or after his ceasing
to  be  a  Company  director), any portion  of  his  compensation
pursuant to the Plan (whether or not deferred) then unpaid  shall
be  paid  to the beneficiaries of the director named in the  most
recent  beneficiary designation filed with the Secretary  of  the
Company.  In the absence of such a designation, such compensation
shall  be  paid  to,  or as directed by, the director's  personal
representative,  in one or more installments as the  non-employee
director may have elected in writing.

10.  AMENDMENT, SUSPENSION AND TERMINATION OF PLAN.

      The  amount,  pricing  and timing of Company  Common  Stock
issuances  pursuant to the Plan shall not be  amended  more  than
once every six months, other than to comport with changes in  the
Internal   Revenue  Code  of  1986,  as  amended,  the   Employee
Retirement Income Security Act of 1974, as amended, or the  rules
thereunder.

      The Board of Directors may suspend or terminate the Plan or
any portion of it at any time, and may amend it, subject only  to
the  preceding paragraph, from time to time in such  respects  as
the  Board  may deem advisable in order that any awards hereunder
shall conform to any change in applicable laws or regulations  or
in  any  other  respect the Board may deem  to  be  in  the  best
interests  of  the  Company;  provided,  however,  that  no  such
amendment shall, without the further approval of the shareholders
of  the  Company by the affirmative vote of shareholders entitled
to  cast  at  least  a  majority of the  total  number  of  votes
represented at a meeting of shareholders of the Company, increase
the  number  of shares of Common Stock which may be issued  under
the  Plan,  materially modify the requirements as to  eligibility
for participating in the Plan, or extend the termination date  of
the Plan.


                               -4-
                           SCHEDULE 1
                                
             
             
             
             
             
             Annual Board Retainer                   $40,000
             
             Annual   Board  Committee  Retainer     $12,000
             
             Attendance Fee per Meeting              $ 1,000
             
             
             
                               -5-

                                
                  THE PENN CENTRAL CORPORATION
       TRANSITION/RETENTION AND SEVERANCE ARRANGEMENTS FOR
            NEIL M. HAHL, V.P. - ACCOUNTING AND TAXES
                           TERM SHEET


I.   Transition/Retention Bonus:

Provided that an Eligible Executive remains continuously employed
by The Penn Central Corporation ("PCC") or a PCC subsidiary
company or a successor to PCC or a PCC subsidiary company until
March 31, 1988, or, if earlier, his involuntary termination of
employment, other than for Cause ("Involuntary Termination"), he
will be paid a lump sum "Transition/Retention Bonus" (less
appropriate payroll deductions) on April 1, 1988 (or upon any
such earlier Involuntary Termination) equal to his "Annual Cash
Compensation" times the applicable multiple specified in Section
V below.  The Retention Bonus shall not be considered an offset
against, or taken into account in determining, any other amount
to which he might otherwise be entitled under PCC's plans and
programs, including his Annual Incentive Compensation ("AIC")
Plan award for 1987.

Annual Cash Compensation is defined for purposes of the
Transition/Retention Bonus as an Eligible Executive's annual base
salary at March 31, 1987 plus his AIC Plan annual target bonus
opportunity as of that date.  The term AIC Plan as used in this
term sheet, includes any successor plan in which the Eligible
Executive participates which provides the Eligible Executive with
annual cash bonus opportunities at least equal to those provided
by the AIC Plan.

II.  Severance Arrangement:

Upon the Involuntary Termination or an Eligible Executive, he
will be paid a lump sum "Severance Payment", less required
payroll deductions, equal to his Annual Cash Compensation times
the applicable multiple specified in Section V below.  The
Severance Payment shall be in addition to any
Transition/Retention Bonus to which an Eligible Executive may be
entitled and, in addition, shall not be considered an offset
against, or taken into account in determining, any other amount
to which an Eligible Executive might otherwise be entitled,
including any earned but unpaid awards under the AIC Plan.

Annual Cash Compensation for purposes of the Severance Payment is
defined as an Eligible Executive's then current annual base
salary plus his then current AIC Plan annual target bonus
opportunity.

The Severance Arrangement will remain in effect as long as the
Eligible Executive is employed by PCC or one of its subsidiaries,
but not after he reaches age 65.

III. Definitions of Involuntary Termination and Cause:

Involuntary Termination for purposes of the Transition/Retention
Bonus and the Severance Arrangement includes voluntary
termination as a result of (1) the Eligible Executive being
required to relocate outside the New York metropolitan area
without his consent, or (2) a reduction in the Eligible
Executive's annual base salary or AIC annual target bonus
opportunity

<PAGE>

immediately prior to such reduction), other than such a reduction
which occurs after March 31, 1988, and is related primarily to
the economic performance or prospects of PCC and is not applied
to such Eligible Executive in a discriminatory manner.

"Cause" as used in this Term Sheet means the willful engaging by
the Eligible Executive in conduct that is materially injurious to
PCC.

IV.  Stock Options, Retirement and Savings, Vacation and Group
Insured Benefit Programs:

Upon an Eligible Executive's Involuntary Termination, he will
become fully vested in his PCC employee stock options and in his
accrued benefit in any savings and retirement plans, including
Benefit Equalization Plans and other supplemental plans or
arrangements, in which he participates, and each of his PCC
employee stock options will become fully exercisable for a period
ending the earlier of (i) two years after the date of such
Involuntary Termination or (ii) ten years after the date of grant
of such options.  Additionally, he will be paid a lump sum amount
equal to his unused vacation pay entitlement, less required
payroll deductions.  Moreover, participation in all of the group
benefit plans provided by PCC, a PCC subsidiary or a successor,
as the case may be, prior to such Involuntary Termination,
including medical, dental, life, disability and other insured
benefits ( or their equivalents) and his ten current special
benefits, including use of a company-provided automobile will be
continued, at no cost to him, for a one year period of until he
obtains comparable benefits with another employer, whichever
occurs first.

Upon termination of his group medical and dental coverage, a
described above, the Eligible Executive will be entitled to such
contributory medical, dental or other insurance coverage as
required by law.  Additionally, he will be eligible within 31
days after termination of his life and/or medical insurance
coverage (including any contributory extended coverage required
by law) to convert such coverages to individuals policies.

V.   Eligible Executives:

                                               Multiple
     Name             Title                    Transition/
                                           Retention Severance
     N. M. Hahl     VP - Acctg & Taxes       1.0       1.0


VI.  Death or Disability:

If an Eligible Executive's employment should terminate prior to
March 31, 1988 due to his death or disability, he (or his legal
representatives) shall be paid a pro-rata portion of his
Transition/Retention Bonus opportunity based on the portion of
the 12 months ending March 31, 1988 that he was continuously
employed by PCC or one of its subsidiaries.



                               -2-
<PAGE>

VII. PCC Obligation:

The Transition/Retention Bonus and Severance Arrangements
described herein will be legal obligations of and binding upon
PCC and its successors and assigns.


                               -3-
















                    SHARE PURCHASE AGREEMENT


                 Relating to the Acquisition of


                   BUCKEYE MANAGEMENT COMPANY


                               by


                    BMC ACQUISITION COMPANY


                     Dated:  January 5, 1996














                       TABLE OF CONTENTS
                                                             Page

ARTICLE 1      SALE AND PURCHASE OF SHARES                      1

          1.1  Sale and Purchase of the Shares                  1
          1.2  The Purchase Price                               1

ARTICLE 2      THE CLOSING                                      2

          2.1   Closing Date                                    2
          2.2   Deliveries                                      2

ARTICLE 3      REPRESENTATIONS AND WARRANTIES OF THE
                SHAREHOLDER                                     2

          3.1   Organization and Standing                       2
          3.2   Capitalization and Share Ownership              3
          3.3   Authority and Binding Effect                    3
          3.4   Validity of Contemplated Transactions           3
          3.5   Subsidiaries                                    4
          3.6   Taxes                                           4
          3.7   No Material Undisclosed Facts                   5

ARTICLE 4      REPRESENTATIONS AND WARRANTIES OF THE BUYER      5

          4.1   Organization and Standing                       5
          4.2   Authority and Binding Effect                    5
          4.3   Validity of Contemplated Transactions           5
          4.4   Purchase for Investment                         6
          4.5   Available Financing                             6
          4.6   Financial Projections                           6
          4.7   Investigation and Evaluation                    6
          4.8   Securities Law Matters                          7

ARTICLE 5      CERTAIN COVENANTS                                8

          5.1   Conduct of Business Pending Closing             8
          5.2   Approvals                                       9
          5.3   Confidential Information.                       9
          5.4   Public Announcements                           10
          5.5   Tax Matters                                    10
          5.6   Audit Adjustments.                             12
          5.7   Certain Employee Benefit Arrangements          13
          5.8   Insurance Arrangements                         14
          5.9   NJ Environmental Liabilities                   16
          5.10  Prudential Financing and Special Committee
                 Approval                                      17
          5.11  No Solicitation of Transactions                17

ARTICLE 6      CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
                BUYER                                          18

          6.1   Representations and Warranties                 18
          6.2   Performance by the Shareholder                 18
          6.3   Certificates                                   18
          6.4   Intentionally Omitted                          18
          6.5   Litigation Affecting Closing                   18
          6.6   Regulatory Compliance and Approvals            18
          6.7   Consents                                       19
          6.8   Financing                                      19
          6.9   Special Committee                              19

ARTICLE 7      CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
                SHAREHOLDER                                    19

          7.1   Buyer Representations True at Closing          19
          7.2   Performance by the Buyer                       19
          7.3   Officer's Certificate                          19
          7.4   Demand Notes                                   20
          7.5   Incumbency Certificate                         20
          7.6   Opinion of Counsel                             20
          7.7   Litigation Affecting Closing                   20
          7.8   Regulatory Compliance and Approval             20
          7.9   Special Committee                              20

ARTICLE 8      MISCELLANEOUS                                   20

          8.1   No Survival of Representation and Warranties   20
          8.2   Payment of Expenses                            21
          8.3   Termination                                    21
          8.4   Brokers' and Finders' Fees                     21
          8.5   Assignment and Binding Effect                  22
          8.6   Waiver                                         22
          8.7   Notices                                        22
          8.8   Pennsylvania Law to Govern                     23
          8.9   Remedies Not Exclusive                         23
          8.10  No Benefit to Others                           23
          8.11  Contents of Agreement                          23
          8.12  Section Headings and Gender                    24
          8.13  Cooperation                                    24
          8.14  Severability                                   24
          8.15  Counterparts                                   24

     Annex I             Certain Defined Terms

     Schedule 4.1        List of Common Stock Subscribers
<PAGE>
                    SHARE PURCHASE AGREEMENT


          This SHARE PURCHASE AGREEMENT is dated as of January 5,
1996.  The parties are PENNSYLVANIA COMPANY, a Delaware
corporation (the "Shareholder"), being the owner of all of the
issued and outstanding shares of capital stock of BUCKEYE
MANAGEMENT COMPANY, a Delaware corporation (the "Company"), and
BMC ACQUISITION COMPANY, a Delaware corporation (the "Buyer").

                            PREAMBLE

          The Shareholder owns 1,000 shares of Common Stock, par
value $1.00 per share (the "Common Stock"), of the Company which
constitutes all of the issued and outstanding shares of capital
stock of the Company (the "Shares").  The Buyer desires to
purchase from the Shareholder, and the Shareholder desires to
sell to the Buyer, all of the Shares in exchange for the Purchase
Price in accordance with the terms and conditions set forth in
this Agreement.  The parties hereto have determined to make an
election under Section 338(h)(10) of the Internal Revenue Code of
1986, as amended and in effect on the date hereof (the "Code"),
to have the purchase and sale of the Shares hereunder treated for
Federal income tax purposes as a purchase of assets by the Buyer
from the Shareholder.

          For convenience and brevity, certain terms used in
various parts of this Agreement are listed in alphabetical order
and defined or referred to on Annex I hereto (such terms to be
equally applicable to both singular and plural forms of the terms
defined).

          NOW, THEREFORE, in consideration of the respective
covenants, representations and warranties herein contained, and
intending to be legally bound hereby, the parties hereto agree as
follows:


                           ARTICLE 1
                  SALE AND PURCHASE OF SHARES

          1.1  Sale and Purchase of the Shares.   On the Closing
Date and subject to the terms and conditions hereinafter set
forth and on the basis of and in reliance upon the
representations, warranties, obligations and agreements set forth
herein, the Shareholder shall sell to the Buyer and the Buyer
shall purchase from the Shareholder all of the Shares in exchange
for the payment to the Shareholder of the Purchase Price.

          1.2  The Purchase Price.  On the Closing Date and
subject to the terms and conditions hereinafter set forth and on
the basis of and in reliance upon the representations,
warranties, obligations and agreements set forth herein, the
Buyer shall pay to the Shareholder $63,000,000 (the "Purchase
Price"), payable by wire transfer of immediately available funds
to such account as the Shareholder shall designate.

                               -1-
<PAGE>

                           ARTICLE 2
                          THE CLOSING

          2.1  Closing Date.  The Closing (the "Closing") of the
sale and purchase of the Shares shall take place at the offices
of Morgan, Lewis & Bockius LLP, 2000 One Logan Square,
Philadelphia, Pennsylvania at 10:00 A.M. local time, on the later
of (i) March 8, 1996, (ii) the fifth business day following the
satisfaction or waiver of all of the conditions set forth in
Articles 6 and 7 hereof, or (iii) at such other time or place or
on such other date as the Buyer and the Shareholder may agree to
in writing.  The date of the Closing is hereinafter sometimes
referred to as the "Closing Date."  The Closing shall be deemed
to have occurred as of the close of business on the Closing Date.

          2.2  Deliveries.   At the Closing, subject to the
provisions of this Agreement, the Shareholder shall deliver to
the Buyer, free and clear of all Liens, the certificates for the
Shares to be sold by such Shareholder, duly endorsed in blank, or
with separate stock transfer powers attached thereto and signed
in blank, and the Buyer shall deliver to the Shareholder the
Purchase Price by wire transfer of immediately available funds.
At the Closing, the Shareholder shall also deliver to the Buyer,
and the Buyer shall deliver to the Shareholder, the certificates,
opinions and other instruments and documents referred to in
Articles 6 and 7.  The Buyer and the Shareholder shall deliver
executed copies of IRS Form 8023 making the joint election under
Section 338(h)(10) of the Code, and in the case of the Buyer the
election under Section 338(g) of the Code to allow the election
under Section 338(h)(10) of the Code to be made.  The parties
shall cooperate with each other to reach agreement upon a
schedule of the allocation of the Purchase Price to be attached
to the IRS Form 8023 by each of the Buyer and the Shareholder.


                           ARTICLE 3
       REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

          The Shareholder hereby represents and warrants to the
Buyer that:

          3.1  Organization and Standing.  The Company is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware, having full corporate
power and authority to carry on its business as it is now being
conducted and to own, lease and operate its assets.  The Company
is duly qualified to do business and is in good standing in every
jurisdiction in which its business or the character of its assets
requires such qualification and in which the failure to be so
qualified would have a Company Material Adverse Effect.



                               -2-
<PAGE>


          3.2  Capitalization and Share Ownership.  The Company's
authorized capital stock consists of 1,000 shares of Common
Stock, par value $1.00 per share, of which 1,000 shares are
presently outstanding (previously defined as the "Shares"), which
Shares are owned by the Shareholder free and clear of any Liens.
All of the Shares have been duly authorized and validly issued,
are fully paid and nonassessable, were not issued in violation of
the terms of any Contract binding upon the Company, and were
issued in compliance with all applicable charter documents of the
Company.  No equity securities of the Company, other than the
Shares, are issued or outstanding.  There are, and have been, no
preemptive rights with respect to the issuance of the Shares.
There are no existing Contracts, subscriptions, options,
warrants, calls, commitments or rights of any character to
purchase or otherwise acquire any capital stock or other
securities of the Company, whether or not presently issued or
outstanding, from the Shareholder or the Company, at any time, or
upon the happening of any stated event.

          3.3  Authority and Binding Effect.  The Shareholder has
the full corporate power, authority and legal right to execute,
deliver and perform this Agreement.  The execution, delivery and
performance of this Agreement by the Shareholder has been duly
authorized by all necessary corporate and shareholder action.
This Agreement has been, and the other agreements, documents and
instruments required to be delivered by the Shareholder in
accordance with the provisions hereof (the "Shareholder
Documents") will be, duly executed and delivered on behalf of the
Shareholder by duly authorized officers of the Shareholder, and
this Agreement constitutes, and the Shareholder Documents will
constitute, the legal, valid and binding obligations of the
Shareholder, enforceable against the Shareholder in accordance
with their respective terms, except as may be limited by
bankruptcy or insolvency laws and other similar laws or equitable
principles affecting rights of creditors generally.

          3.4  Validity of Contemplated Transactions.  Neither
the execution and delivery of this Agreement by the Shareholder
nor the consummation of the transactions contemplated hereby will
contravene or violate the charter documents or by-laws of the
Shareholder or the Company or any Regulation or Court Order which
is applicable to the Company or the Shareholder, or will result
in a Default under, or require the consent or approval of any
party to, any material Contract relating to its business or its
assets or to or by which the Company or the Shareholder is a
party or otherwise bound or affected, or, to the Shareholder's
knowledge based upon oral opinions of counsel, require the
Company or the Shareholder to notify or obtain any License from
any federal, state, local or other court or governmental agency
or body or from any other regulatory authority, except for public
utility commission or environmental approvals required to be
obtained by the Company.

                                
                               -3-
                                
<PAGE>

          3.5  Subsidiaries.  Except for interests in Buckeye
Pipe Line Company, a Delaware corporation (the "Management
Subsidiary"), and the Master Partnership, and the interests of
the Management Subsidiary in each of the Operating Partnerships,
neither the Company nor the Management Subsidiary has any
subsidiaries or stock or other equity or ownership interest
(whether controlling or not) in any corporation, association,
partnership, limited liability company, joint venture or other
entity.  The Company owns of record and beneficially (i) all of
the issued and outstanding capital stock of the Management
Subsidiary free and clear of any Liens, and (ii) a 1% general
partnership interest in the Master Partnership in accordance with
the Master Partnership Agreement.  The Company is the general
partner of the Master Partnership.  The Management Subsidiary
owns of record and beneficially a 1% general partnership interest
in each of the Operating Partnerships in accordance with the
Operating Partnership Agreements related thereto and a .99%
limited partnership interest in Buckeye Pipe Line Company of
Michigan, L.P. pursuant to its Operating Partnership Agreement.
The Management Subsidiary is the sole general partner of the
Operating Partnerships.  There are: (a) no existing Contracts,
subscriptions, options, warrants, calls, commitments or rights of
any character to purchase or otherwise acquire from the Company
or the Management Subsidiary at any time, or upon the happening
of any stated event, any capital shares or other securities of
the Company, the Management Subsidiary, the Master Partnership,
or the Operating Partnerships, whether or not presently issued or
outstanding; (b) no outstanding securities of the Management
Subsidiary that are convertible into or exchangeable for capital
shares or other securities of the Management Subsidiary; and (c)
no Contracts, subscriptions, options, warrants, calls,
commitments or rights to purchase or otherwise acquire from the
Company or the Management Subsidiary any such convertible or
exchangeable securities.

          3.6  Taxes.  All United States Federal income tax
returns and all other material tax returns which are required to
be filed with respect to the Company and the Management
Subsidiary have been filed (except in instances in which there is
an effective extension of the time in which to file a tax return)
and all taxes due with respect thereto or pursuant to any
assessment with respect to the Company or the Management
Subsidiary have been paid, except for assessments the validity of
which is being contested in good faith by appropriate
proceedings.

          3.7  No Material Undisclosed Facts.  The Shareholder
has not omitted to disclose to the Buyer any material fact with
respect to the Company or the Management Subsidiary, actually
known by the Shareholder which is not known to the Company or the
Management Subsidiary.


                           ARTICLE 4
          REPRESENTATIONS AND WARRANTIES OF THE BUYER

          The Buyer hereby represents and warrants to the Company
and the Shareholder as follows:

                               -4-
                                
<PAGE>
          4.1  Organization and Standing.  The Buyer is a
corporation duly organized, validly existing and in good standing
under the laws of Delaware, having all requisite corporate power
and authority to perform its obligations under this Agreement.
As of the date hereof, the Buyer has received legally binding
subscriptions from the persons listed on Schedule 4.1 to
contribute not less than $5 million to the Company on or before
the Closing Date in return for common stock of the Buyer.  (In
the case of Alfred W. Martinelli, his subscription is subject to
financing to be provided by the Shareholder or its affiliates in
the event that the Closing Date occurs prior to March 13, 1996.)
The Buyer has no assets or liabilities except for its rights and
obligations under this Agreement, the subscriptions and
Prudential Commitment Letter.

          4.2  Authority and Binding Effect.  The Buyer has the
corporate power and authority to execute, deliver and perform
this Agreement and the other agreements, documents and
instruments required to be delivered by the Buyer in accordance
with the provisions hereof (the "Buyer Documents"), and has taken
all actions necessary to secure all approvals required in
connection therewith.  The execution, delivery and performance of
this Agreement and the Buyer Documents by the Buyer has been duly
authorized by all necessary corporate and shareholder action.
This Agreement has been, and the Buyer Documents will be, duly
executed and delivered on behalf of the Buyer by duly authorized
officers of the Buyer, and this Agreement constitutes, and the
Buyer Documents will constitute, the legal, valid and binding
obligation of the Buyer, enforceable against it in accordance
with their respective terms, except as may be limited by
bankruptcy or insolvency and other similar laws or equitable
principles affecting rights of creditors generally.

          4.3  Validity of Contemplated Transactions.  Neither
the execution and delivery of this Agreement by the Buyer nor the
consummation of the transactions contemplated hereby by the Buyer
will contravene or violate any Regulation or Court Order which is
applicable to the Buyer, or the charter documents or By-Laws of
the Buyer, or will result in a Default under any Contract to
which the Buyer is a party or by which it is otherwise bound, or
require the Buyer to notify or obtain any License from any
federal, state, local or other court or governmental agency or
body or from any other regulatory authority.

          4.4  Purchase for Investment.  The Buyer is acquiring
the Shares solely for its own account for investment and not with
a view to or for the sale or distribution thereof.  The Buyer
acknowledges that the Shares are not registered under the
Securities Act of 1933, as amended, and that such Shares may not
be transferred or sold except pursuant to the registration
provisions of the Securities Act or pursuant to an applicable
exemption therefrom.



                               -5-
                                
<PAGE>
          4.5  Available Financing.  The Buyer has delivered to
the Shareholder a commitment letter (the "Prudential Commitment
Letter") from Prudential Capital Group to lend the Buyer up to
$63,000,000 to purchase the Shares.  The Buyer has no reason to
believe that Prudential Capital Group and the Buyer will not be
able to reach agreement on the form and substance of a definitive
agreement reflecting the terms of the Prudential Commitment
Letter or that all conditions precedent to the obligations of
Prudential Capital Group contained therein or in the Prudential
Commitment Letter will not be satisfied.

          4.6  Financial Projections.  The Buyer has provided to
the Shareholder financial projections for the Buyer, the Company,
and the Management Subsidiary, supported by a cost reduction
proposal, which reflects the financial impact of the Company's
results of operations, reimbursements from the Master Partnership
and Operating Partnerships, sources of expense savings, repayment
of the financing described in the Prudential Commitment Letter,
and the payment by the Buyer, the Company and the Management
Subsidiary of their obligations as they become due (the
"Financial Information").   The Buyer represents that (i) such
Financial Information was prepared in good faith, (ii) the Buyer
reasonably believes the assumptions upon which the projections
contained in the Financial Information are based are reasonable
and (iii) the Buyer currently intends to operate the Company and
the Management Subsidiary in a manner consistent in all material
respects with the assumptions contained in the Financial
Information.

          4.7  Investigation and Evaluation.  The Buyer
acknowledges that (a) the Buyer is experienced in the operation
of the type of business conducted by the Company, the Management
Subsidiary, the Master Partnership and the Operating
Partnerships, (b) the Buyer and its directors, officers,
attorneys, accountants and advisors have been given the
opportunity to examine to the full extent deemed necessary by the
Buyer all books, records and other information with respect to
the Company, the Management Subsidiary, the Master Partnership
and the Operating Partnerships, (c) the Buyer has taken full
responsibility for determining the scope of its investigations of
the Company, the Management Subsidiary, the Master Partnership
and the Operating Partnerships, and for the manner in which such
investigations have been conducted, and has examined the Company,
the Management Subsidiary, the Master Partnership and the
Operating Partnerships to the Buyer's full satisfaction, (d) the
Buyer is fully capable of evaluating the adequacy and accuracy of
the information and material obtained by the Buyer in the course
of such investigations, (e) the Buyer has not relied on the
Shareholder with respect to any matter in connection with the
Buyer's evaluation of the Company, the Management Subsidiary, the
Master Partnership and the Operating Partnerships, other than the
representations and warranties specifically set forth in Article
3, and (f) the Shareholder is making no representations or
warranties, express or implied, of any nature whatever with
respect to the Company, the


                               -6-
<PAGE>

Management Subsidiary, the Master Partnership and the Operating
Partnerships, other than the representations and warranties of
the Shareholder specifically set forth in Article 3.   The Buyer
acknowledges that (a) the Buyer has taken full responsibility for
evaluating the adequacy, completeness and accuracy of various
forecasts, projections, opinions and similar material heretofore
furnished by the Shareholder, its affiliates or their
representatives to the Buyer in connection with the Buyer's
investigations of the Company, the Management Subsidiary, the
Master Partnership, and the Operating Partnerships and their
respective businesses, assets and liabilities; (b) there are
uncertainties inherent in attempting to make projections and
forecasts and render opinions, the Buyer is familiar with such
uncertainties, and the Buyer is not relying on any projections,
forecasts or opinions furnished to it by the Shareholder, or any
affiliate thereof or any of their representatives; and (c)
neither the Shareholder nor any affiliate of the Shareholder
makes any representations or warranties concerning any such
forecasts or projections.

          4.8  Securities Law Matters.  To the knowledge of the
Buyer, neither this Agreement, nor any other agreement, document,
certificate or written statement furnished to the Buyer by or on
behalf of the Shareholder in connection with the transactions
contemplated hereby contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make
the statements contained herein or therein not misleading.  The
Buyer, for itself, its employees, shareholders and affiliates,
irrevocably acknowledges and confirms that the Shareholder has
complied in all respects with its obligations to the Buyer, if
any, under Rule 10b-5 under the Securities Exchange Act of 1934,
as amended, and under all other federal and state securities laws
in connection with the transactions contemplated hereby.


                           ARTICLE 5
                       CERTAIN COVENANTS

          5.1  Conduct of Business Pending Closing.  Until the
Closing Date, except as may be approved by the Buyer in writing
or as otherwise provided in this Agreement, the Shareholder shall
use its reasonable efforts (subject to the fiduciary duty of the
Company and the Management Subsidiary to the Master Partnership
and the Operating Partnerships) to cause the Company and the
Management Subsidiary to:

          (A)  operate the business of the Company, the
Management Subsidiary, the Master Partnership and the Operating
Partnerships solely in the ordinary course and in substantially
the same manner as such business has been operated in the past;



                               -7-
<PAGE>

          (B)  not issue, repurchase or redeem or commit to
issue, repurchase or redeem, or permit the Master Partnership to
issue, repurchase or redeem, any shares of capital stock or
partnership units, any options or other rights to acquire such
stock or units or any securities convertible into or exchangeable
for such stock or units except pursuant to the Buckeye Partners,
L.P. Unit Option and Distribution Equivalent Plan;

          (C)  not declare or pay any dividend on, or make any
other distribution with respect to, the Shares;

          (D)  not declare, pay or make any other distribution
with respect to, the partnership units of the Master Partnership,
except for periodic distributions by the Master Partnership with
respect to such units in amounts and at times which are
consistent with past practice;

          (E)  not (1) incur a material amount of long or
short-term debt for money borrowed, (2) guarantee or agree to
guarantee the obligations of others, (3) indemnify or agree to
indemnify others, or (4) incur any other material Liabilities, in
each case other than those incurred in the ordinary course of
business consistent with past practice;

          (F)  use its reasonable efforts to retain the employees
of the Management Subsidiary and maintain the respective
businesses of the Company and the Management Subsidiary so that
employees will remain available to the Management Subsidiary on
and after the Closing Date and to maintain existing relationships
with suppliers, customers and others having business dealings
with the Company or the Management Subsidiary;

          (G)  not amend its Certificate of Incorporation or
By-Laws or the Master Partnership Agreement or the Operating
Partnership Agreements;

          (H)  not merge with or into any other corporation or,
except in the ordinary course of business, sell, assign,
transfer, pledge or encumber any part of the assets of the
Company or the Management Subsidiary or agree to do any of the
foregoing;

          (I)  except in the ordinary course of business, not
enter into any Contract on their own behalf, rather than as agent
for or a partner of the Master Partnership or any of the
Operating Partnerships, that is material, or permit any amendment
or termination of any such material Contract to which the Company
or the Management Subsidiary is a party;

          (J)  except in the ordinary course of business, not
waive any rights of material value that would otherwise accrue to
the Company after the Closing Date;


                               -8-
<PAGE>


          (K)  except in the ordinary course of business (or as
disclosed in the Disclosure Letter), not increase the salaries or
benefits of, or make any bonus or similar payments to or
establish or modify any Employee Benefit Plans for, any of the
Company's directors, officers or employees or enter into or
modify any employment, consulting or similar Contracts with any
such persons or agree to do any of the foregoing;

          (L)  use its reasonable efforts to obtain any consents
or approvals required under any material Contracts that are
necessary to complete the Acquisition or to avoid a Default under
any such Contracts; and

          (M)  not make any capital expenditures on its own
behalf, rather than as agent for or a partner of the Master
Partnership or any of the Operating Partnerships, in excess of
$1,000,000.

          5.2  Approvals.  The Buyer and the Shareholder shall
use their reasonable efforts to obtain promptly all Licenses from
all Regulatory Bodies and all consents required under the terms
of any Contracts which are required in connection with the
consummation of the Acquisition.

          5.3  Confidential Information.  Promptly, but in no
event later than 5 business days, following the later of (a) the
approval by the Special Committee of the matters described in
Section 7.9 and (b) the delivery by the Buyer to the Shareholder
of written confirmation from Prudential Capital Group that the
Finance Committee of the Board of Directors of The Prudential
Insurance Company of America has authorized Prudential Capital
Group to purchase a note or notes in accordance with the
Prudential Commitment Letter, the Shareholder shall cause Furman
Selz LLC to require all parties to any confidentiality agreement
between Furman Selz LLC on behalf of the Shareholder and any
other party with respect to a sale of the Company to return or
destroy all confidential information of the Company, the
Management Subsidiary, the Master Partnership and the Operating
Partnerships in accordance with the terms of such confidentiality
agreements.  At the Closing, the Shareholder will, to the extent
legally assignable, assign all of its rights under such
confidentiality agreements to the Company.

          5.4  Public Announcements.  The Buyer and the
Shareholder shall not make any public announcement of the
transactions contemplated hereby without the prior written
consent of the other party.  Nothing contained herein shall
prevent either party at any time from furnishing any information
to any governmental agency or pursuant to any Court Order or
which is required by any Regulation or any rule of the New York
Stock Exchange.



                               -9-
<PAGE>
          5.5  Tax Matters.

          (A)  Section 338(h)(10) Election.  The Shareholder and
the Buyer shall make a timely joint election under Section
338(h)(10) of the Code and pursuant to the applicable provisions
of the Temporary Treasury Regulations in order that the
transaction contemplated by this Agreement will be treated for
Federal income tax purposes as a purchase of assets by the Buyer
from the Company.  Any liability for taxes resulting from the
election by the Buyer and the Shareholder under Section
338(h)(10) of the Code will be paid by the Shareholder.

          (B)  Taxes Prior to and After the Closing Date.  The
Shareholder shall include the Company in the applicable
consolidated federal income tax return for the period prior to
and including the Closing Date.  Taxes as a result of the joint
election under Section 338(h)(10) will be borne by the
Shareholder.  Any adjustments in taxes of the Company for the
period to and including the Closing Date shall be borne by the
Shareholder.  The liability for any taxes of the Company for the
periods beginning after the Closing Date shall be borne by the
Company and the Buyer.  The Buyer shall make an election under
Section 338(g) of the Code to the extent necessary to allow the
Section 338(h)(10) election to be made.  The Buyer will indemnify
and hold harmless the Shareholder and the Company against any and
all liability (including, without limitation, interest, additions
to tax and penalties) for or with respect to federal, state or
local income taxes of the Company claimed or assessed for all
taxable periods beginning after the Closing Date.  The
Shareholder will indemnify and hold harmless the Buyer and the
Company against any and all liability (including, without
limitation, interest, additions to tax and penalties) for or with
respect to federal, state or local income taxes of the Company
claimed or assessed for all taxable periods including periods to
and including the Closing Date.

          (C)  Indemnification With Respect to Taxes.  Without
limiting the indemnification obligations of any party contained
elsewhere herein:  After the Closing, the Shareholder will
indemnify and hold harmless the Buyer and the Company against any
and all liability (including, without limitation, interest,
additions to tax and penalties) for or with respect to federal
income taxes (and state or local income taxes in states in which
tangible personal property or real property of the Company is
located) of the Company claimed or assessed for all taxable
periods ending on or prior to the Closing Date attributable to
gain realized by the Company as a result of the purchase and sale
of the Shares pursuant hereto and the making of the joint
election by the Shareholder and the Buyer under Section
338(h)(10) of the Code (and by the Buyer under Section 338(g) of
the Code but only to the extent it is required for the election
under Section 338(h)(10) of the Code)), net of any tax benefit
resulting from such payment.  If the parties are unable to agree
with respect to the amount of any payment due under the preceding
sentence, the matter shall be submitted to an independent
accounting firm selected by both parties.  The decision of such
independent accounting firm shall be binding upon both parties
and the expense of such independent accounting firm shall be
borne equally by the parties.
                              -10-
<PAGE>
          (D)  Prior Period Adjustments.  The Shareholder shall
have the right to contest any adjustment that increases the
liability of the Company or the Shareholder for taxes which arose
during the period or periods ending on or prior to the Closing
Date (including federal income taxes (and state or local income
taxes in states which tangible personal property or real property
of the Company is located) attributable to gain realized by the
Company as a result of the purchase and sale of the Shares
pursuant hereto and the making of the joint election by the
Shareholder and Buyer under Section 338(h)(10) of the Code (and
by the Buyer under Section 338(g) of the Code but only to the
extent it is required for the election under Section 338(h)(10)
of the Code)).  The Buyer agrees to cooperate or cause the
Company to cooperate in the negotiation, settlement or litigation
of any such adjustment.  All decisions with respect to the
negotiation, settlement or litigation of any such adjustment
shall be made by the Shareholder and shall be binding upon the
Buyer.  All expenses to contest such adjustment on behalf of the
Company shall be borne by the Shareholder.  Any indemnity payable
by the Shareholder to the Buyer or the Company pursuant to this
Section 5.5(D) shall be payable within 10 days of the Buyer's
and/or the Company's request therefor, which request shall be no
sooner than within 20 days of the required remittance to the tax
authority.  The parties agree that any payment made pursuant to
this Section 5.5(D) shall be deemed an adjustment to the Purchase
Price hereunder.

          (E)  Cooperation.  After the Closing Date, the Buyer,
the Shareholder and the Company shall cooperate fully with each
other and shall make available to the other, as reasonably
requested, and to any taxing authority, all information, records
or documents relating to tax liabilities or potential tax
liabilities of the Company for all periods prior to or ending on
the Closing Date and shall preserve all such information, records
and documents until the expiration of any applicable statutes of
limitation or extensions thereof.  The Buyer, the Shareholder and
the Company shall also make available to each other, as
reasonably requested, personnel responsible for preparing or
maintaining information, records and documents in connection with
tax matters.

          (F)  Audits.  So long as taxable periods of the Company
ending on or before the Closing Date remain open, the Buyer and
the Shareholder shall promptly notify the other in writing within
10 days from receipt by the Buyer or the Shareholder of notice of
(i) any pending or threatened federal, state or local income tax
audits or assessments of the Company, and (ii) any pending or
threatened federal, state or local income tax audits or
assessments of the Buyer which may affect the tax liabilities of
the Company for taxable periods ending on or before the Closing
Date.  The Shareholder shall have the right to represent the
interests of the Company in any tax audit or administrative or
court proceeding relating to fiscal periods ending on or before
the Closing and to employ counsel of its choice at its expense.
The Buyer agrees that it will, at the Shareholder's expense,
cooperate fully with the Shareholder and its counsel in the
defense against or compromise of any claim in any said
proceeding.
                              -11-
<PAGE>
          5.6  Audit Adjustments.

          (A)  If, as a result of the examination of the
consolidated federal, state or local income tax return of the
Shareholder or the Company (or any predecessor) for a taxable
year ending on or before or including the Closing Date, there
shall be any adjustment which decreases deductions, losses or
credits against taxes ("Tax Benefits") or which increases income,
gains or recaptures of credits against taxes ("Tax Detriments")
for any such taxable year and which will permit the Buyer or the
Company (or any corporation in an affiliated group of which the
Buyer or the Company is a member) to increase the Tax Benefits or
decrease the Tax Detriments to which they would otherwise have
been entitled for any taxable year beginning on or after the
Closing Date, the Shareholder will notify the Buyer of such
adjustment and provide the Buyer with such information as may be
necessary for the Buyer to take account of such increases or
decreases through the filing of a claim for refund or otherwise.
The Buyer shall take such action as is necessary to secure the
benefit of such increases or decreases and shall pay the
Shareholder the amount of such benefit (together with interest,
if any, received), such amount to be paid when and as such
benefit is realized, less the amount, if any, of the Buyer's
reasonable expenses incurred in securing such benefit for the
Shareholder.

          (B)  If, as a result of the examination of the
consolidated or separate federal, state or local income tax
return of any group of corporations of which the Buyer or the
Company (or any successor) is a member for a taxable year
beginning on or after the Closing Date, there shall be any
adjustment which decreases Tax Benefits or increases Tax
Detriments for any such taxable year and which will permit the
Shareholder or any member of the Shareholder's consolidated group
to increase Tax Benefits or decrease Tax Detriments to which the
Shareholder would otherwise have been entitled for any taxable
year ending on or before and including the Closing Date, the
Buyer will notify the Shareholder of such adjustment and provide
the Shareholder with such information as may be necessary for the
Shareholder to take account of such increase or decrease through
the filing of a claim for refund or otherwise.  The Shareholder
shall take such action as is necessary to secure the benefit of
such increases or decreases and shall pay to the Buyer the amount
of such benefit (together with interest, if any, received), such
amount to be paid when and as such benefit is realized, less the
amount, if any, of the Shareholder's reasonable expenses incurred
in securing such benefit for the Buyer.

          5.7  Certain Employee Benefit Arrangements.  From and
after the Closing:

          (A)  The Buckeye Pipe Line Company Retirement Income
Guarantee Plan.  The Buckeye Pipe Line Company Retirement Income
Guarantee Plan (the "RIGP") is funded through a master defined
benefit trust (the "Master DB


                              -12-
<PAGE>

Trust").  After the Closing Date, Buckeye Pipe Line Company will
continue to be the "Plan Sponsor", as defined in ERISA, for such
RIGP (and will continue to be responsible for any contributions
required or due with respect to the RIGP).  Within 45 days after
the Closing Date, the Buyer shall identify a successor trust to
hold the assets of the RIGP, and promptly after identification of
such successor trust, the trustee of the Master DB Trust shall
transfer the pro rata share of the assets of the Master DB Trust
allocable to the RIGP to the trustee of such successor trust.

          (B)  The Buckeye Pipe Line Company Retirement and
Savings Plan.  After the Closing Date, Buckeye Pipe Line Company
will continue to be the "Plan Sponsor", as defined in ERISA, with
respect to the Buckeye Pipe Line Company Retirement and Savings
Plan (the "RASP") (and will continue to be responsible for any
contributions required or due with respect to the RASP).  The
Buyer agrees to retain, through the end of 1996, the provision in
the RASP allowing participants in the RASP to transfer their
account balances from the RASP to the American Premier Retirement
and Savings Plan.  A portion of the assets of the RASP are
invested in a trust which holds fixed income assets on behalf of
the RASP and other qualified retirement plans (the "Fixed Income
Trust").  Within 45 days after the Closing Date, the Buyer shall
identify a successor trust to hold the assets of the RASP
invested in the Fixed Income Trust and, promptly after
identification of such successor trust, the trustee of the Fixed
Income Trust shall transfer a pro rata share of the assets in the
Fixed Income Trust allocable to the RASP to the trustee of such
successor trust.

          5.8  Insurance Arrangements.  From and after the
Closing:

               (a)  The Company and the Management Subsidiary
shall cease to be covered with respect to any occurrence after
the Closing under the insurance policies and agreements obtained
and maintained by the Shareholder and its affiliates covering the
Company and the Management Subsidiary, (the "Policies").  All
such occurrences prior to the Closing which are insured under the
Policies shall continue to be so insured, and the Company and
Management Subsidiary shall be entitled to the benefits thereof,
subject to applicable Retention Levels.  The Buyer shall cause
the Company and the Management Subsidiary to pay to the
Shareholder and its affiliates any retrospective premium
adjustments and premium audit adjustments payable to insurance
carriers and all retention payments in respect of insurance
covering the Company and the Management Subsidiary for periods
prior to the Closing Date.  The Shareholder shall, or shall cause
its affiliates to, pay to the Company any rebate received with
respect to any premiums paid prior to the Closing Date in respect
of Policies covering the Company and the Management Subsidiary
for periods subsequent to the Closing Date as a result of the
removal of the Company and the Management Subsidiary from
coverage under such Policies.

                              -13-
<PAGE>
               (b)  Provided the Buyer is not in breach of its
obligations under subsection (c) hereof, the Shareholder shall
indemnify and hold the Company and the Management Subsidiary to
the extent they are named insured under the applicable Policy or
Policies harmless from and against any and all Insured Losses to
the extent such Insured Losses exceed the applicable Retention
Level of the Company or the Management Subsidiary but do not
exceed the Retention Level applicable to the Shareholder and its
affiliates with respect thereto.  Neither the Shareholder nor its
affiliates shall have any liability to the Company or the
Management Subsidiary for any Insured Losses to the extent such
Insured Losses (a) are within the applicable Retention Level for
the particular company or (b) exceed the applicable Retention
Level for the Shareholder and its affiliates.  In addition, the
Shareholder and its affiliates shall have no liability to the
Buyer, the Company or the Management Subsidiary for any Loss
which would not be covered by the insuring terms and conditions
of the applicable Policy, assuming a Retention Level for the
Shareholder and its affiliates of zero.

               (c)  The Company and the Management Subsidiary
shall be liable and responsible for all the Insured Losses that
are within the Retention Levels applicable to them.  Accordingly,
provided the Shareholder and its affiliates are not in breach of
their obligations under section (b) hereof, the Buyer will cause
the Company and the Management Subsidiary to either, as the
Shareholder shall direct, (a) reimburse the Shareholder and its
affiliates for such payments as the Shareholder and its
affiliates may make in the normal course of their claims
management program to the applicable insurer or claims
administrator of Insured Losses that are within the Retention
Levels of the Company and the Management Subsidiary, such
reimbursement to be made promptly and in any event within 15 days
of presentation of the Shareholder's written invoices therefor or
(b) pay such Insured Losses directly to the applicable insurer or
claims administrator.  The Buyer will, and will cause the Company
and the Management Subsidiary to, negotiate in good faith to
settle all claims under the Policies within the applicable
Retention Levels of the Company and the Management Subsidiary and
promptly notify and consult with the Shareholder regarding any
such claim that may exceed the applicable Retention Levels of the
Company and the Management Subsidiary.  The Shareholder shall
have the right to control and direct the defense of any such
claim that is likely to exceed the Retention Levels of the
Company and the Management Subsidiary.

               (d)  The parties hereto shall give, and shall
cause the Company and the Management Subsidiary to give, to each
other prompt notice of the assertion by any person of any claim
against the Shareholder or any of its affiliates, or the Company
and the Management Subsidiary, as the case may be, which might be
subject to the insurance coverage or related obligations
described in this Section 5.8.  The parties hereto shall
cooperate, and shall cause the Company and the Management
Subsidiary to cooperate, with the Shareholder and its affiliates,
or the Company and the Management Subsidiary, as the case may be,
and any applicable insurance carrier or claims administrator in
any investigation by the Shareholder and its affiliates, or

                              -14-
<PAGE>

by the Company and the Management Subsidiary, as the case may be,
or any applicable insurance carrier or claims administrator, of
any such claim, including without limitation any currently
pending claim which relates to a pre-Closing occurrence; and the
Buyer shall give, and shall cause the Company and the Management
Subsidiary to give, to the Shareholder and its affiliates, and
any applicable insurance carrier or claims administrator,
reasonable access to the books, records and personnel of the
Company and the Management Subsidiary to the extent reasonably
necessary to enable the Shareholder or any of its affiliates, and
any applicable insurance carrier or claims administrator, to
investigate such claim.

          5.9  NJ Environmental Liabilities.  From and after the
Closing, the Shareholder or an affiliate of the Shareholder (the
Shareholder and each of its affiliates, the "Shareholder Group")
shall continue to retain the liabilities described that certain
Administrative Consent Order, dated November 17, 1986, issued by
the New Jersey Department of Environmental Protection (such
liabilities, the "NJ Environmental Liabilities").  In connection
with the NJ Environmental Liabilities, the parties agree as
follows:

               (a)  The Buyer shall cooperate, and cause the
employees and officers of the Company and the Management
Subsidiary to cooperate, with the Shareholder Group in connection
with all matters related to the NJ Environmental Liabilities and
shall provide, at no charge, such administrative assistance with
respect thereto as the Shareholder may reasonably request (which
may include, without limitation, review of documents and
attendance at meetings and teleconferences regarding the NJ
Environmental Liabilities).

               (b)    The Buyer shall, and shall cause the
Company and the Management Subsidiary to, provide to the
Shareholder Group such services, labor and materials, to the
extent reasonably available, as the Shareholder may request in
connection with the NJ Environmental Liabilities.  The
Shareholder shall reimburse the Buyer, the Company or the
Management Subsidiary, as appropriate, for such entity's direct,
out-of-pocket cost (i) of all hourly labor furnished by such
entity at the request of the Shareholder, (ii) of all services
provided by non-employees of the Buyer, the Company or the
Management Subsidiary at the request of the Shareholder, and
(iii) of all materials provided by such entity at the request of
the Shareholder.  The Shareholder Group shall have the right to
use, without cost,  the water filtration system/waste recovery
system and plant located at the Linden, New Jersey  premises of
the Operating Partnerships (the "Waste Recovery System")  in
connection with the activities of the Shareholder Group related
to the NJ Environmental Liabilities, subject to reimbursement by
the Shareholder Group of any costs incurred for activated carbon
attributed solely to the Shareholder Group's utilization of the
Waste Recovery System.


                              -15-
<PAGE>
               (c)  Without the prior consent of the Shareholder,
the Buyer shall not take any action which it knows is reasonably
likely to increase the amount of the NJ Environmental
Liabilities.  In addition, the Buyer shall, and shall cause the
Company and the Management Subsidiary to, take all commercially
reasonable actions to mitigate the expense and liability of the
Shareholder Group with respect to the NJ Environmental
Liabilities.

               (d)  In connection with the NJ Environmental
Liabilities, the Shareholder Group agrees to use commercially
reasonable efforts to obtain a Declaration of Environmental
Restriction ("DER").  Buyer hereby consents to the issuance of a
DER, and agrees that it shall execute, and shall cause the
Company, the Management Subsidiary, the Master Partnership and
the Operating Partnership, to execute all commercially reasonable
documents necessary to obtain a DER.

               (e)  Upon request of the Shareholder the Buyer
will use reasonable efforts to support and facilitate any
reasonable proposal from the Shareholder Group that the Master
Partnership, in consideration for a payment by the Shareholder
Group, assume the remaining costs anticipated to be associated
with the NJ Environmental Liabilities.

               (f)  The Buyer acknowledges on its own behalf and
on behalf of The Company and the Management Subsidiary that there
are no unpaid charges for services, labor, materials or
facilities provided by the Company or the Management Subsidiary
in connection with the NJ Environmental Liabilities.

               (g)  The Buyer acknowledges that the Shareholder
Group will not be liable for any environmental liability or
expense related to, or arising out of the business of, the
Company, the Management Subsidiary, the Master Partnership, or
any of the Operating Partnerships, other than the NJ
Environmental Liabilities.

               (h)  The Buyer shall indemnify the Shareholder
Group against any failure by the Company, the Management
Subsidiary, the Master Partnership and the Operating Partnerships
to comply with the provisions of this Section 5.9.

          5.10 Prudential Financing and Special Committee
Approval.  The Buyer shall use its best efforts to diligently and
as promptly as practicable (i) obtain the approval of the Special
Committee of the matters described in Section 6.9 hereof and
provide such information in connection therewith as the Special
Committee may request; and (ii) negotiate, execute and deliver,
and consummate a definitive agreement with Prudential Capital
Group providing for the financing described in the Prudential
Commitment Letter.  Upon the Shareholder's request from time to
time, the Buyer shall report to the Shareholder concerning the
status of such matters.


                              -16-
<PAGE>
          5.11 No Solicitation of Transactions.  Prior to the
termination of this Agreement pursuant to Section 8.3, none of
the Shareholder or any of its affiliates or any of their
respective directors, officers, employees, representatives,
investment bankers or agents shall, directly or indirectly,
solicit or initiate inquiries or proposals form, or provide
confidential information to or participate in any discussions or
negotiations with, any corporation, partnership, person, trust or
other entity or group (other than the Buyer and its affiliates
and representatives) concerning the sale of stock of the Company
or the Management Subsidiary or any of their respective assets or
any merger, consolidation, recapitalization, liquidation or
similar transaction involving the Company or the Management
Subsidiary.  This Section 5.11 shall not be considered to limit
any rights or remedies the Buyer may have a result of a breach of
this Agreement by the Shareholder.


                           ARTICLE 6
        CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER

          Subject to waiver as set forth in Section 8.6, the
obligations of the Buyer under this Agreement are subject to the
fulfillment prior to or at the Closing of each of the following
conditions:

          6.1  Representations and Warranties.  The
representations and warranties of the Shareholder set forth in
Article 3 shall be true and correct in all material respects on
the Closing Date with the same effect as if made at that time.

          6.2  Performance by the Shareholder.  The Shareholder
shall have performed and satisfied in all material respects all
agreements and conditions which it is required by this Agreement
to perform or satisfy prior to or on the Closing Date.

          6.3  Certificates.  The Buyer shall have received
certificates from the Shareholder dated the Closing Date
certifying in such detail as the Buyer may reasonably request
that each of the conditions described in Sections 6.1 and 6.2 has
been fulfilled.

          6.4  Intentionally Omitted.

          6.5  Litigation Affecting Closing.  No Court Order
shall have been issued or entered which prohibits the completion
of the Acquisition.

          6.6  Regulatory Compliance and Approvals.  All
approvals required under any Regulations to carry out the
Acquisition shall have been obtained and the Company and the
Shareholder shall have complied in all material respects with all
Regulations applicable to the Acquisition.



                              -17-
<PAGE>
          6.7  Consents.  The Shareholder or the Company shall
have delivered to the Buyer all consents required to be obtained
in connection with the Acquisition in order to avoid a Default
under any material Contract to or by which the Company is a party
or may be bound.

          6.8  Financing.  The Buyer and Prudential Capital Group
shall have entered into a definitive agreement reflecting the
terms of the Prudential Commitment Letter and the Prudential
Capital Group shall be prepared to fund the loan provided for
thereby in the amount of $63,000,000 contemporaneously with the
Closing.

          6.9  Special Committee.  A committee of independent
directors of the Company which will exclude all directors who are
employees of the Shareholder, the Company or their affiliates
(the "Special Committee") shall have approved on behalf of the
Master Partnership (i) the form of opinion of Morgan, Lewis &
Bockius LLP relating to the satisfaction by the Buyer of the
Company's capital requirement in compliance with Sections 17.6
and 19.1 of the Master Partnership Agreement after giving effect
to the cancellation of the Demand Notes and (ii) the Buyer's
employee stock ownership plan as a fringe benefit, the cost of
which may be reasonably allocated to the Partnership pursuant to
Section 7.4 of the Master Partnership Agreement.


                           ARTICLE 7
     CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDER

          Subject to waiver as set forth in Section 8.6, the
obligations of the Shareholder under this Agreement are subject
to the fulfillment prior to or at the Closing of each of the
following conditions:

          7.1  Buyer Representations True at Closing.  The
representations and warranties of the Buyer set forth in Article
4 shall be true and correct in all material respects on the
Closing Date with the same effect as if made at that time.

          7.2  Performance by the Buyer.  The Buyer shall have
performed and satisfied all agreements and conditions which it is
required by this Agreement to perform or satisfy prior to or on
the Closing Date.

          7.3  Officer's Certificate.  The Shareholder shall have
received a certificate from an appropriate officer of the Buyer
dated the Closing Date certifying in such detail as the
Shareholder may reasonably request that each of the conditions
described in Sections 7.1 and 7.2 has been fulfilled.

          7.4  Demand Notes.  The Shareholder shall have been
released from its obligations under the Demand Notes, and the
Buyer shall have provided for capitalization of the Company in
the amount of at least $6 million.



                              -18-
<PAGE>
          7.5  Incumbency Certificate.  The Shareholder shall
have received a certificate of the Secretary or an Assistant
Secretary of the Buyer dated the Closing Date certifying to the
incumbency of the officers of the Buyer signing for it and as to
the authenticity of their signatures.

          7.6  Opinion of Counsel.  The Shareholder shall have
received the written opinion dated the Closing Date of Morgan,
Lewis & Bockius LLP, counsel for the Buyer, in form and substance
reasonably satisfactory to the Shareholder.

          7.7  Litigation Affecting Closing.  No Court Order
shall have been issued or entered which would be prohibits the
completion of the Acquisition.  No person who or which is not a
party to this Agreement shall have commenced or threatened to
commence any Litigation seeking to restrain or prohibit, or to
obtain substantial damages in connection with, this Agreement or
the transactions contemplated by this Agreement.

          7.8  Regulatory Compliance and Approval.  All approvals
required under any Regulations to carry out the Acquisition shall
have been obtained and that the Buyer shall have complied in all
material respects with all Regulations applicable to the
Acquisition.

          7.9  Special Committee.  The Special Committee shall
have approved on behalf of the Master Partnership (i) the form of
opinion of Morgan, Lewis & Bockius LLP relating to the
satisfaction by the Buyer of the Company's capital requirement in
compliance with Sections 17.6 and 19.1 of the Master Partnership
Agreement after giving effect to the cancellation of the Demand
Notes, (ii) cancellation of the Demand Notes effective at the
Closing and (iii) the Buyer's employee stock ownership plan as a
fringe benefit, the cost of which may be reasonably allocated to
the Partnership pursuant to Section 7.4 of the Master Partnership
Agreement.


                           ARTICLE 8
                         MISCELLANEOUS

          8.1  No Survival of Representation and Warranties.
None of the representations, warranties, covenants and agreements
made by each party in this Agreement or in any attachment,
Exhibit, certificate, document or list delivered by any such
party pursuant hereto or in connection with the Acquisition shall
survive the Closing.

          8.2  Payment of Expenses.  The Buyer shall pay all
legal, accounting and other fees and expenses which it incurs in
connection with this Agreement and the transactions contemplated
hereby, and all legal, accounting and other fees and expenses
incurred by the Shareholder in connection with this Agreement
shall be paid by the Shareholder (other than expenses and costs


                              -19-
<PAGE>
incurred for, by or on account of employees of the Company or the
Company's auditors and other than expenses and costs, including
without limitation reasonable attorney's fees, related to the
securing of all requisite Regulatory Approvals, all of which
shall be paid by the Company).

          8.3  Termination.  This Agreement may be terminated
before the Closing occurs only as follows:

               (a)  By written consent of the Shareholder and the
Buyer;

               (b)  By written notice by the Shareholder to the
Buyer at any time after February 22, 1996, unless on or prior
thereto the Buyer shall have provided the Shareholder with
satisfactory evidence that the Special Committee has approved the
matters described in Section 7.9 hereof;

               (c)  By written notice by the Shareholder to the
Buyer at any time after February 22, 1996, unless on or prior
thereto the Buyer shall have delivered to the Shareholder written
confirmation from Prudential Capital Group that the Finance
Committee of the Board of Directors of The Prudential Insurance
Company of America has authorized Prudential Capital Group to
purchase a note or notes in accordance with the Prudential
Commitment Letter;

               (d)  By written notice by the Shareholder to the
Buyer, at any time after April 15, 1995, except that no such
notice may be given under this clause (d) if as of the date of
such notice the only condition specified in Article 7 that is not
satisfied or able to be satisfied is the condition specified in
Section 7.8; or

               (e)  By written notice by the Shareholder or the
Buyer to the other at any time after June 30, 1995.

          8.4  Brokers' and Finders' Fees.  The Shareholder and
the Buyer each to the other represents and warrants that all
negotiations relative to this Agreement have been carried on by
them directly without the intervention of any person, firm,
corporation or other entity who or which may be entitled to any
brokerage fee or other commission in respect of the execution of
this Agreement or the consummation of the transactions
contemplated hereby except for (i) Furman Selz LLC, whose fees
shall be paid by the Shareholder and (ii) Houlihan, Lokey, Howard
& Zukin, Inc., whose fees shall be paid by the Buyer, and each of
them shall indemnify and hold the other or any affiliate of them
harmless against any and all claims, losses, liabilities or
expenses which may be asserted against any of them as a result of
any dealings, arrangements or agreements by the indemnifying
party with any such person, firm, corporation or other entity.

          8.5  Assignment and Binding Effect.  This Agreement may
not be assigned prior to the Closing by any party hereto without
the prior written consent of the other parties.  Subject to the
foregoing, all of the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be
enforceable by the successors and assigns of the Shareholder and
by the successors and assigns of the Buyer.
                              -20-
                                
<PAGE>
          8.6  Waiver.  Any term or provision of this Agreement
may be waived at any time by the party entitled to the benefit
thereof by a written instrument executed by such party.

          8.7  Notices.  Any notice, request, demand, waiver,
consent, approval or other communication which is required or
permitted hereunder shall be in writing and shall be deemed given
only if delivered personally to the address set forth below (to
the attention of the person identified below) or sent by
facsimile message, Federal Express (or other reputable overnight
delivery service) or by registered or certified mail, postage
prepaid, as follows:

          If to the Buyer, to:

               BMC Acquisition Company
               5 Radnor Corporate Center
               100 Matson Ford Road
               Radnor, PA  19087

               Attention:  A. W. Martinelli

          With required copies to:

               Buckeye Management Company

          If by mail:                If by Federal Express:

          P.O. Box 368             3900 Hamilton Boulevard
          Emmaus, PA  18049             Allentown, PA  18103

          Attention:  Stephen C. Muther, Esquire


          If to the Shareholder, to:

               American Financial Group, Inc.
               One East Fourth Street
               Cincinnati, OH  45202

               Attention:  Neil M. Hahl

               With a required copy to the Corporate Secretary of
          the Shareholder at the same address.

or to such other address as the addressee may have specified in a
notice duly given to the sender as provided herein.  Such notice,
request, demand, waiver, consent, approval or other communication
will be deemed to have given as of the date so delivered or sent
by facsimile message, the day after the date sent when sent by
Federal Express (or other reputable overnight delivery service),
or, if mailed, three business days after the date so mailed.

                              -21-
<PAGE>
          8.8  Pennsylvania Law to Govern.  This Agreement shall
be governed by and interpreted and enforced in accordance with
the substantive laws of the Commonwealth of Pennsylvania
applicable to contracts made and to be performed in that
Commonwealth.

          8.9  Remedies Not Exclusive.  Nothing in this Agreement
shall be deemed to limit or restrict in any manner other rights
or remedies that any party may have against any other party at
law, in equity or otherwise.

          8.10 No Benefit to Others.  The representations,
warranties, covenants and agreements contained in this Agreement
are for the sole benefit of the parties hereto and the Company
and their successors and assigns, and they shall not be construed
as conferring and are not intended to confer any rights on any
other persons.

          8.11 Contents of Agreement.  This Agreement sets forth
the entire agreement of the parties hereto with respect to the
transactions contemplated hereby.  This Agreement may not be
amended except by an instrument in writing signed by the parties
hereto, and no claimed amendment, modification, termination or
waiver shall be binding unless in writing and signed by the party
against whom or which such claimed amendment, modification,
termination or waiver is sought to be enforced.  The Shareholder
agrees that upon request of the Buyer, it will amend this
Agreement and take such other action as may be necessary to
modify the structure of the transaction contemplated hereby from
a stock purchase to a partial stock purchase and partial stock
redemption, except that the Shareholder shall be so obligated
only if such modification will not have an adverse effect on the
Shareholder or its affiliates.

          8.12 Section Headings and Gender.  All section headings
and the use of a particular gender are for convenience only and
shall in no way modify or restrict any of the terms or provisions
hereof.  Any reference in this Agreement to a Section, Annex or
Exhibit shall be deemed to be a reference to a Section, Annex or
Exhibit of this Agreement unless the context otherwise expressly
requires.

          8.13 Cooperation.  Subject to the provisions hereof,
the parties hereto shall use their reasonable efforts to take, or
cause to be taken, such action, to execute and deliver, or cause
to be executed and delivered, such additional documents and
instruments and to do, or cause to be done, all things necessary,
proper or advisable under the provisions of this Agreement and
under applicable law to consummate and make effective the
transactions contemplated by this Agreement.

          8.14 Severability.  Any provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall be
ineffective to the extent of such invalidity or unenforceability
without invalidating or rendering unenforceable the remaining
provisions hereof, and any such invalidity or unenforceability in
any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.

                              -22-
<PAGE>
          8.15 Counterparts.  This Agreement may be executed in
two or more counterparts, each of which is an original and all of
which together shall be deemed to be one and the same instrument.
This Agreement shall become binding when one or more counterparts
taken together shall have been executed and delivered by all of
the parties.  It shall not be necessary in making proof of this
Agreement or any counterpart hereof to produce or account for any
of the other counterparts.

          IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first written above.


                                   PENNSYLVANIA COMPANY


                                   By: /s/ Neil M. Hahl
                                   Title: Senior Vice President


                                   BMC ACQUISITION COMPANY


                                   By: /s/ A.W. Martinelli
                                   Title: Chairman



                              -23-
<PAGE>
                                                          ANNEX I

                     CERTAIN DEFINED TERMS


     "Acquisition" means the acquisition of all of the Shares by
the Buyer and all related transactions provided for in or
contemplated by this Agreement.

     "Agreement" means this Share Purchase Agreement.

     "Buyer" means BMC, a Delaware corporation.

     "Company Material Adverse Effect" shall mean a material
adverse change in, or material adverse effect on, the results of
operations, financial condition or business of the Company and
the Management Subsidiary, taken as a whole; but in any case
after application of the proceeds of any insurance or indemnity
under any contract or agreement with any third party.

     "Contract" means any written or oral contract, agreement,
lease, instrument or other commitment that is binding on any
person or its property under applicable law.

     "Court Order" means any judgment, decree, injunction, order
or ruling of any federal, state or local court or governmental or
regulatory body or authority that is binding on any person or its
property under applicable law.

     "Default" means (1) a material breach of or material default
under any Contract, (2) the occurrence of an event that with the
passage of time or the giving of notice or both would constitute
a material breach of or material default under any Contract, or
(3) the occurrence of an event that with or without the passage
of time or the giving of notice or both would give rise to a
right of termination, renegotiation or acceleration under any
Contract.

     "Demand Notes" mean that certain Demand Promissory Note,
dated November 18, 1986, in the aggregate principal amount of
$24,000,000, by the Shareholder to the Company, and that certain
Demand Promissory Note, dated December 23, 1986, in the aggregate
principal amount of $4,000,000, by the Shareholder to the
Company.

     "Employee Benefit Plans" means "employee benefit plans" as
defined in section 3(3) of ERISA and any other plan, policy,
program, practice or arrangement providing benefits to any
officer or employee of the Company, the Management Subsidiary, or
any dependent or beneficiary thereof, which are now maintained by
the Company or the Management Subsidiary, or under which the
Company or the Management Subsidiary has any obligation or
liability, including, without limitation, all incentive, bonus,
deferred compensation, medical, disability, share purchase, unit
purchase, retirement or other similar plans, policies, programs,
practices or arrangements; provided, however, that such term
shall not include (i) any employment agreements entered into by
the Company or the Management Subsidiary with their respective
employees, or (ii) any regular payroll practices of the Company
or the Management Subsidiary.
 <PAGE>

     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

     "Insured Losses" shall mean Losses under the Policies and
any related loss adjustment expense, including attorney fees and
claims administration and handling costs.

     "IRS" means the Internal Revenue Service.

     "Liability" means any direct or indirect liability,
indebtedness, obligation, expense, claim, deficiency, guaranty or
endorsement of or by any person (other than endorsements of
notes, bills and checks presented to banks for collection or
deposit in the ordinary course of business).

     "Licenses" means licenses, franchises, permits, easements,
rights and other authorizations.

     "Lien" means any mortgage, lien, security interest, pledge,
encumbrance, restriction on transferability, defect of title,
charge or claim of any nature whatsoever on any property or
property interest.

     "Litigation" means any lawsuit, action, arbitration,
administrative or other proceeding, criminal prosecution or
governmental investigation or inquiry involving the Company, the
Management Subsidiary, their respective businesses or assets, or
any Contracts to which the Company or the Management Subsidiary
is a party or by which it or any of their respective businesses
or assets may be bound.

     "Loss" or "Losses" shall mean: liabilities, damages, costs,
judgments, costs of investigating claims, amounts paid in
settlement, interest, penalties, assessments and out-of-pocket
expenses (including reasonable attorneys' and auditors' and
actuaries' fees) actually incurred.

     "Master Partnership" means Buckeye Partners, L.P., a
Delaware limited partnership.

     "Master Partnership Agreement" means that certain Amended
and Restated Agreement of Limited Partnership of the Master
Partnership, dated as of December 23, 1986.

     "Operating Partnerships" means Buckeye Pipe Line Company,
L.P., a Delaware limited partnership, Buckeye Pipe Line Company
of Michigan, L.P., a Delaware limited partnership, Buckeye Tank
Terminals Company, L.P., a Delaware limited partnership,
Everglades Pipe Line Company, L.P., a Delaware limited
partnership, and Laurel Pipe Line Company, L.P., a Delaware
limited partnership.
<PAGE>

     "Regulation" means any statute, law, ordinance, regulation,
order or rule of any federal, state, local or other governmental
agency or body or of any other type of regulatory body,
including, without limitation, those covering environmental,
energy, safety, health, transportation, bribery, recordkeeping,
zoning, antidiscrimination, antitrust, wage and hour, and price
and wage control matters.

     "Retention Levels" shall mean the retention levels specified
in the Policies for the respective companies, time periods and
types of insurance coverage specified thereon.
<PAGE>
                     INDEX OF DEFINED TERMS


Acquisition                                                    26
Agreement                                                      26
Buyer                                                           1
Buyer Documents                                                 5
Closing                                                         2
Closing Date.                                                   2
Code   1
Common Stock                                                    1
Company                                                         1
Company Material Adverse Effect                                26
Contract                                                       26
Court Order                                                    26
Default                                                        26
Demand Notes                                                   26
Employee Benefit Plans                                         26
ERISA                                                          27
Financial Information                                           6
Fixed Income Trust                                             14
Insured Losses                                                 27
IRS   27
Liability                                                      27
Licenses                                                       27
Lien  27
Litigation                                                     27
Loss or Losses                                                 27
Management Subsidiary                                           4
Master DB Trust                                                13
Master Partnership                                             27
Master Partnership Agreement                                   27
Operating Partnerships                                         28
Plan Sponsor                                                   13
Policies                                                       14
Prudential Commitment Letter                                    6
Purchase Price                                                  2
RASP  13
Regulation                                                     28
Retention Levels                                               28
RIGP  13
Shareholder                                                     1
Shareholder Documents                                           3
Shares                                                          1
Special Committee                                              19
Tax Benefits                                                   12
Tax Detriments                                                 12

<PAGE>
                          SCHEDULE 4.1

            (Names of subscribers for common stock)


                    Alfred W. Martinelli
                    C. Richard Wilson
                    Stephen C. Muther
                    Steven C. Ramsey
                    Michael P. Epperly

<PAGE>

             AMENDMENT TO SHARE PURCHASE AGREEMENT


     THIS AMENDMENT is made as of this 22nd day of March, 1996 by
Pennsylvania Company, a Delaware corporation (the "Shareholder")
and BMC Acquisition Company, a Delaware corporation (the
"Buyer").

     WHEREAS, the Shareholder and the Buyer have entered into a
Share Purchase Agreement (the "Agreement") dated as of January 5,
1996 providing for the acquisition of all of the issued and
outstanding shares of capital stock of Buckeye Management
Company, a Delaware corporation ("Company") by the Buyer from the
Shareholder; and

     WHEREAS, the Shareholder and the Buyer desire to amend the
Agreement as set forth in this Amendment.

     NOW, THEREFORE, intending to be legally bound, the parties
hereto agree as follows:

     1.   The Shareholder and the Buyer hereby agree that, prior
to the Closing, the Buyer may terminate the existing subscription
agreements from the persons listed on the form of Schedule 4.1
originally attached to the Agreement and simultaneously enter
into a new subscription agreement with Glenmoor Partners, LLP, a
Pennsylvania limited liability partnership, to acquire not less
than $5,000,000 of common stock of the Buyer on or before the
Closing Date.

     2.   The Shareholder and the Buyer hereby agree that the
date "April 15, 1995" in Section 8.3(d) and the date "June 30,
1995" in Section 8.3(e) were intended to be and are hereby
amended to be "April 15, 1996" and "June 30, 1996" respectively.

     3.   The Shareholder and the Buyer hereby agree that Section
8.1 of the Agreement shall be amended to insert the phrase
"Except as otherwise specifically set forth in this Agreement in
the case of covenants and agreements," at the beginning of such
section.

     4.   Buyer shall use commercially reasonable efforts to
obtain as soon as practicable following the Closing Date, but in
no event later than August 14, 1996, the release of Shareholder
and its affiliates from all surety bonds for which Shareholder or
any of its affiliates is a guarantor or an account party, but
which relate to the operations of the Company, the Master
Partnership and the Operating Partnerships.  Shareholder agrees
to keep any such surety bonds in place until August 14, 1996,
after which time Shareholder or its affiliates may give notice of
cancellation with respect to their guaranty.  Buyer agrees to
indemnify and hold harmless Seller and its affiliates from any
loss arising out of such surety bonds.

     5.   All capitalized terms used in this Amendment but not
defined herein shall have the same meaning as such term has in
the Agreement.

     6.   Any provision of this Amendment that is inconsistent
with the provisions of the Agreement shall be deemed amended to
effectuate the intention of the parties as expressed herein.
Every other provision of the Agreement shall remain unchanged and
shall remain in full force and effect.

     7.   This Amendment may be executed in two or more
counterparts, each of which is an original, and all of which
together shall be deemed to be one and the same instrument.  This
Amendment shall become binding when one or more counterparts
taken together shall have been executed and delivered by both of
the parties.  It shall not be necessary in making proof of this
Amendment or any counterpart hereof to produce or account for any
of the other counterparts.

     IN WITNESS WHEREOF, the parties hereto have duly executed
this Amendment as of the date first written above.


                              PENNSYLVANIA COMPANY


                              By: /s/ Neil M. Hahl
                                 Name:  Neil M. Hahl
                                 Title: Senior Vice President


                              BMC ACQUISITION COMPANY


                              By: /s/ C. Richard Wilson
                                 Name:  C. Richard Wilson
                                 Title: President




AMERICAN FINANCIAL 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.
     PART 5 - HISTORY OF CLAIMS.
     PART 6 - HISTORY OF PREMIUMS EARNED.
     PART 7 - HISTORY OF LOSS SENSITIVE CONTRACTS.
     SCHEDULE P INTERROGATORIES.
2.  LINES OF BUSINESS A THROUGH M, R & S ARE GROUPINGS OF THE LINES OF BUSINESS
     USED ON THE STATE PAGE.
3.  REINSURANCE A, B, C, AND D (LINES N TO Q) ARE:
     REINSURANCE A = NONPROPORTIONAL PROPERTY (1988 AND SUBSEQUENT)
     REINSURANCE B = NONPROPORTIONAL LIABILITY (1988 AND SUBSEQUENT)
     REINSURANCE C = FINANCIAL LINES (1988 AND SUBSEQUENT)
     REINSURANCE D = OLD SCHEDULE O LINE 30 (1987 AND PRIOR)

SCHEDULE P - PART 1              - SUMMARY
($000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX      70,112      34,741      17,825
02 1986    2,281,532     443,245   1,838,288   1,092,788     193,759     100,278
03 1987    2,243,964     364,196   1,879,768   1,060,511     158,565     102,368
04 1988    2,227,970     302,127   1,925,843   1,157,810     147,600      97,059
05 1989    2,153,293     239,026   1,914,276   1,224,595     135,773      95,811
06 1990    2,353,869     245,072   2,108,797   1,376,884     184,938     106,707
07 1991    2,511,087     307,339   2,203,748   1,300,840     142,362     104,065
08 1992    2,708,653     369,869   2,338,784   1,358,878     201,656      98,035
09 1993    3,060,302     497,436   2,562,866   1,369,357     200,740      88,208
10 1994    3,627,461     712,954   2,914,507   1,666,762     339,189      77,389
11 1995    3,879,571     875,363   3,004,207   1,243,959     303,724      35,712
12 TOTAL         XXX         XXX         XXX  12,922,494   2,043,032     923,460

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       8,501       1,910       2,946      47,649         XXX     335,838
02 1986       21,211      30,073      84,344   1,062,440         XXX      21,282
03 1987       23,010      30,992      86,609   1,067,905         XXX      43,863
04 1988       10,243      36,520      92,181   1,189,208         XXX      70,076
05 1989        9,374      38,089     101,329   1,276,588         XXX      46,026
06 1990        8,450      42,968     105,259   1,395,472         XXX      47,451
07 1991       10,001      39,655     111,071   1,363,622         XXX      71,927
08 1992       13,588      42,008     115,269   1,356,939         XXX     105,910
09 1993       14,245      46,362     116,117   1,358,697         XXX     190,542
10 1994       18,049      43,979     123,761   1,510,675         XXX     425,194
11 1995        7,885      25,922     104,310   1,072,371         XXX     788,625
12 TOTAL     144,541     378,486   1,043,187  12,701,572         XXX   2,146,731

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     138,108     261,683     138,396      17,718       7,836      35,169
02 1986        7,616      18,478       4,741       2,286         558       3,143
03 1987       24,363      24,176      16,337       3,623       1,568       3,094
04 1988       28,774      16,474       1,997       9,106       3,633       4,259
05 1989       10,602      43,489      16,433       3,340         327      12,376
06 1990        7,047      53,856      16,986       5,749         586      14,184
07 1991        8,839      67,494      18,413       9,441       1,259      14,163
08 1992       13,594      94,170      32,106      12,992       1,235      20,453
09 1993       26,143     217,651      51,744      27,433       4,417      42,720
10 1994       80,144     230,610      40,646      47,636       8,271      51,641
11 1995      130,675     555,539      86,599      80,150      18,280      83,965
12 TOTAL     475,915   1,583,627     424,389     219,474      47,956     285,177

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      12,510           0      17,911     371,468         XXX         XXX
02 1986        1,252           4       2,566      33,588         XXX   1,328,696
03 1987        1,535           4       1,937      32,899         XXX   1,328,525
04 1988          633         706       1,969      66,838         XXX   1,450,353
05 1989        5,105       1,202       3,005      75,776         XXX   1,533,797
06 1990        4,576       2,211       5,870      97,907         XXX   1,720,549
07 1991        4,769       3,378       7,489     137,232         XXX   1,691,462
08 1992        6,393       5,990       9,916     190,109         XXX   1,822,029
09 1993        8,307       7,990      25,172     412,907         XXX   2,084,820
10 1994        6,853      16,498      40,955     660,132         XXX   2,672,023
11 1995       12,124      41,585      69,736   1,330,339         XXX   2,971,402
12 TOTAL      64,054      79,561     186,519   3,409,203         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      14,965
02 1986      232,669   1,096,027      58.237      52.492      59.622           0
03 1987      227,712   1,100,813      59.204      62.525      58.561           0
04 1988      194,300   1,256,053      65.098      64.311      65.221           0
05 1989      181,436   1,352,361      71.230      75.906      70.646           0
06 1990      227,170   1,493,379      73.095      92.695      70.817           0
07 1991      190,610   1,500,852      67.360      62.019      68.105           0
08 1992      274,980   1,547,049      67.267      74.345      66.148           0
09 1993      313,216   1,771,604      68.125      62.966      69.126           0
10 1994      501,218   2,170,805      73.661      70.302      74.483           0
11 1995      568,683   2,402,719      76.591      64.965      79.978           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX      14,965

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     306,052      50,460
02 1986            0        .000      27,402       6,186
03 1987            0        .000      27,339       5,560
04 1988            0        .000      55,770      11,068
05 1989            0        .000      62,487      13,288
06 1990            0        .000      77,273      20,633
07 1991            0        .000     112,167      25,067
08 1992            0        .000     154,377      35,739
09 1993            0        .000     330,316      82,591
10 1994            0        .000     535,015     125,108
11 1995            0        .000   1,126,892     203,449
12 TOTAL           0         XXX   2,815,090     579,149

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         146           2          73
02 1986       99,292       4,359      94,933      52,628       1,041       1,634
03 1987       84,274       3,855      80,419      42,258       1,100       1,220
04 1988       83,433       3,509      79,924      46,440       1,125       1,071
05 1989       88,257       3,394      84,863      68,548       6,352       2,235
06 1990       97,693       3,468      94,225      56,977       1,484       3,510
07 1991      104,735       4,134     100,601      65,175       1,763       3,475
08 1992       98,838       5,154      93,684      56,913       4,228       2,674
09 1993       93,698       6,757      86,941      57,086       3,030       2,413
10 1994       99,208      14,184      85,024      61,967       5,697       1,371
11 1995      106,819      16,636      90,183      52,109       7,938         679
12 TOTAL         XXX         XXX         XXX     560,248      33,760      20,361

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         130           3         220         XXX       1,201
02 1986           71       1,100       4,573      57,723      31,621           0
03 1987           34         667       4,191      46,535      22,942          33
04 1988           15         638       3,269      49,640      21,954          15
05 1989           23         727       4,284      68,692      30,817         149
06 1990            0       1,370       3,234      62,237      25,617         378
07 1991            0         952       3,460      70,347      28,419         703
08 1992            5         531       4,165      59,519      22,271       1,451
09 1993           51         415       5,246      61,664      23,205       2,449
10 1994          104         623       4,854      62,391      27,639       2,255
11 1995           66         251       3,498      48,282      22,483       8,652
12 TOTAL         368       7,403      40,786     587,267         XXX      17,294

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         253           5          13           0           0
02 1986            0          12           0           0           0           0
03 1987            0           0           0           1           0           0
04 1988            0          -1           0           0           0           0
05 1989            0           0          -1          19           0          -5
06 1990            0         -54          -3          41           0           0
07 1991            0         -33          -5          80           0           0
08 1992           55         -79          -6         152           0           0
09 1993            2        -114         -14         283           0           0
10 1994          156       1,079          64         275          18         110
11 1995          399       8,297         568       1,097          53       1,109
12 TOTAL         612       9,357         607       1,969          71       1,214

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          15       1,478          20         XXX
02 1986            0           0           0          12           0      58,935
03 1987            0           0           5          40           0      47,785
04 1988            0           2           3          18           0      50,850
05 1989            0          12           8         171           5      75,335
06 1990            0          52          25         394          10      64,271
07 1991            0          85          45         800          25      73,058
08 1992            0          96          80       1,564          49      65,529
09 1993            0         202         141       2,778          83      67,736
10 1994            7         278         201       3,682         159      72,475
11 1995           74         585       1,217      19,277       1,832      76,934
12 TOTAL          81       1,312       1,751      30,214       2,199         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         540
02 1986        1,201      57,734      59.355      27.552      60.815           0
03 1987        1,209      46,576      56.701      31.361      57.916           0
04 1988        1,192      49,658      60.947      33.969      62.131           0
05 1989        6,470      68,865      85.358     190.630      81.148           0
06 1990        1,639      62,632      65.788      47.260      66.470           0
07 1991        1,904      71,154      69.755      46.057      70.728           0
08 1992        4,445      61,084      66.299      86.243      65.202           0
09 1993        3,294      64,442      72.291      48.749      74.121           0
10 1994        6,402      66,073      73.053      45.135      77.710           0
11 1995        9,376      67,558      72.022      56.359      74.912           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX         540

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         910          28
02 1986            0        .000          12           0
03 1987            0        .000          33           6
04 1988            0        .000          14           3
05 1989            0        .000         148          23
06 1990            0        .000         328          66
07 1991            0        .000         674         126
08 1992            0        .000       1,323         233
09 1993            0        .000       2,346         424
10 1994            0        .000       3,113         569
11 1995            0        .000      15,981       3,296
12 TOTAL           0         XXX      24,882       4,774

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       2,534       1,613          63
02 1986      297,892      43,001     254,891     218,907      30,042      12,412
03 1987      298,607      23,834     274,773     210,398      10,287      13,166
04 1988      358,332      25,904     332,429     259,401      19,060      16,393
05 1989      388,984       7,615     381,368     289,226      12,626      18,712
06 1990      479,335       8,101     471,235     361,025      26,867      24,044
07 1991      592,849      44,309     548,540     385,533      22,793      21,794
08 1992      702,598      47,425     655,181     427,241      21,306      21,527
09 1993      842,376      78,687     763,689     503,211      39,574      22,162
10 1994    1,081,173     174,703     906,469     620,378     103,394      21,004
11 1995    1,255,643     256,776     998,866     387,568      81,207       8,897
12 TOTAL         XXX         XXX         XXX   3,665,410     368,763     180,183

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         190          21          96         889         XXX       4,209
02 1986        2,012       2,876      13,469     212,741     127,038         133
03 1987          512       3,115      15,828     228,601     125,249         253
04 1988        1,278       4,099      18,696     274,160     115,232         241
05 1989        1,347       5,182      22,693     316,659     125,708       1,366
06 1990          663       6,512      26,771     384,298     154,771       3,884
07 1991        1,505       7,409      30,953     413,980     171,842       4,576
08 1992        1,451       8,980      34,435     460,444     192,824      11,518
09 1993        2,356      10,333      39,984     523,434     242,250      31,678
10 1994        4,958       8,358      44,411     577,434     330,243     104,829
11 1995        1,784       3,691      37,268     350,742     337,147     328,671
12 TOTAL      18,068      60,563     284,602   3,743,367         XXX     491,346

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         556         838           0         151          87           0
02 1986            0         270         211          85           0          -9
03 1987            0        -542           0          54           0           0
04 1988            0        -161           0          61           0          -5
05 1989            0         -11           0         255           0           3
06 1990          408         496          -1         623          61         107
07 1991          242         426           1         707          37         237
08 1992          172       5,805         415       1,869          12         806
09 1993        1,500      11,728         739       5,998         283       1,157
10 1994       12,761      36,278       6,468      14,823       2,529       5,492
11 1995       56,720     152,043      20,916      34,237       8,648      16,892
12 TOTAL      72,357     207,178      28,748      58,863      11,659      24,687

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          41       4,597         118         XXX
02 1986            0           0           9         277           4     246,455
03 1987            0           0           7        -229           9     239,827
04 1988            0           9          13         150          23     295,277
05 1989            0          18          87       1,701          66     333,174
06 1990            0          84         247       4,891         153     417,958
07 1991            0         160         272       5,939         411     445,256
08 1992           12         627         910      20,301       1,127     504,564
09 1993           55       1,385       2,268      50,249       3,991     618,687
10 1994          144       3,736       6,529     146,058      17,036     854,692
11 1995          457       8,658      26,175     471,285      77,037     992,889
12 TOTAL         668      14,685      36,567     705,207      99,991         XXX

SCHEDULE P - PART 1B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX       1,088
02 1986       33,437     213,018      82.733      77.759      83.572           0
03 1987       11,456     228,371      80.315      48.066      83.113           0
04 1988       20,966     274,311      82.403      80.937      82.517           0
05 1989       14,821     318,353      85.652     194.629      83.477           0
06 1990       28,762     389,196      87.195     355.043      82.591           0
07 1991       25,339     419,917      75.104      57.187      76.552           0
08 1992       23,818     480,746      71.814      50.222      73.376           0
09 1993       45,015     573,672      73.445      57.208      75.119           0
10 1994      131,203     723,489      79.052      75.101      79.814           0
11 1995      170,871     822,018      79.074      66.545      82.295           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX       1,088

SCHEDULE P - PART 1B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX       3,405         105
02 1986            0        .000         192          85
03 1987            0        .000        -289          61
04 1988            0        .000          81          69
05 1989            0        .000       1,356         346
06 1990            0        .000       3,973         917
07 1991            0        .000       4,760       1,179
08 1992            0        .000      16,736       3,565
09 1993            0        .000      41,167       9,081
10 1994            0        .000     121,886      24,173
11 1995            0        .000     403,079      68,206
12 TOTAL           0         XXX     596,346     107,787

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         382         379         501
02 1986      199,568      46,150     153,411     104,038      15,994       9,213
03 1987      192,604      33,679     158,925      98,413      10,358       6,987
04 1988      177,929      19,651     158,271     106,228      12,573      12,720
05 1989      173,088      16,078     157,010     118,836      17,333      13,958
06 1990      172,720      27,431     145,280     111,921      22,812      14,299
07 1991      156,610      30,267     126,344      75,759      12,349       8,338
08 1992      181,790      61,881     119,908      81,285      27,380      11,183
09 1993      193,879      64,654     129,224      81,396      24,995      11,669
10 1994      200,607      67,314     133,294      65,479      28,436       8,731
11 1995      181,296      49,699     131,597      24,321       3,582       1,872
12 TOTAL         XXX         XXX         XXX     868,052     176,183      99,459

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         330         751          -1         172         XXX      11,359
02 1986        1,415       1,268       8,913     104,754      20,667          58
03 1987          925         556       9,850     103,974      20,130         119
04 1988        2,179       1,339      10,542     114,729      21,632       1,755
05 1989        2,549         837      11,116     124,027      21,932       1,115
06 1990        4,553       1,169      10,311     109,167      19,372       2,448
07 1991        1,491         649       7,845      78,098      17,011       8,101
08 1992        4,533         609       7,396      67,945      16,973      12,983
09 1993        4,738         522       6,349      69,687      21,479      24,211
10 1994        5,194         578       5,073      45,649      25,261      44,655
11 1995          558         217       3,677      25,729      19,539      48,255
12 TOTAL      28,474       8,521      81,067     843,931         XXX     155,058

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       1,914       4,016       3,242          29          17          47
02 1986            0       3,281         524           1           0         102
03 1987           21       1,270         345           4           0         172
04 1988          857         506         583          74          12         233
05 1989          534         947         469          75          46         402
06 1990        1,161       3,270       1,526         253         107         302
07 1991        4,062       8,697       3,062       1,373         707       1,238
08 1992        5,604      12,894       5,374       1,335         414       1,568
09 1993        8,667      19,968       8,652       3,455         872       2,686
10 1994       16,740      24,445       8,083       4,251       1,202       3,133
11 1995       15,559      35,482       8,635       4,294       1,217       4,500
12 TOTAL      55,119     114,781      40,489      15,143       4,596      14,384

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          -3           0         103      10,393          78         XXX
02 1986           73           0           8       2,853           1     125,762
03 1987          102           0           2       1,099           4     117,006
04 1988          179           1          47         985          16     132,315
05 1989          345           5          39       1,183          32     146,817
06 1990          259          65         118       3,342          71     143,293
07 1991          763          78         366      11,180         146     112,086
08 1992          689         109         578      17,276         359     129,762
09 1993        1,372         190       1,233      31,997         967     151,515
10 1994        1,020         324       2,418      51,857       2,181     158,717
11 1995        1,169         565       3,873      69,823       4,896     126,817
12 TOTAL       5,977       1,347       8,792     201,972       8,768         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       4,858
02 1986       18,154     107,608      63.017      39.337      70.144           0
03 1987       11,932     105,074      60.750      35.429      66.115           0
04 1988       16,606     115,709      74.364      84.505      73.108           0
05 1989       21,609     125,208      84.822     134.401      79.745           0
06 1990       30,784     112,509      82.963     112.223      77.443           0
07 1991       22,810      89,276      71.570      75.363      70.661           0
08 1992       44,543      85,219      71.380      71.982      71.070           0
09 1993       49,832     101,683      78.149      77.075      78.687           0
10 1994       61,211      97,506      79.118      90.934      73.151           0
11 1995       31,263      95,554      69.950      62.905      72.611           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX       4,858

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       5,370         165
02 1986            0        .000       2,815          38
03 1987            0        .000       1,023          76
04 1988            0        .000         822         163
05 1989            0        .000       1,059         124
06 1990            0        .000       3,035         307
07 1991            0        .000       9,674       1,506
08 1992            0        .000      14,899       2,377
09 1993            0        .000      26,860       5,138
10 1994            0        .000      44,278       7,581
11 1995            0        .000      59,542      10,281
12 TOTAL           0         XXX     169,377      27,756

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      24,433      10,048       2,838
02 1986      427,544      24,044     403,499     261,433       7,660      17,424
03 1987      433,195      30,016     403,172     257,073       8,372      17,072
04 1988      505,610      36,569     469,041     284,000       9,722      18,644
05 1989      499,237      18,041     481,189     289,903      10,882      18,560
06 1990      519,315      22,015     497,300     316,788      14,477      21,776
07 1991      534,013      38,500     495,512     286,325      15,463      25,576
08 1992      575,303      47,467     527,835     238,573      20,368      21,706
09 1993      617,537      48,345     569,192     192,483      15,335      13,999
10 1994      639,203      35,089     604,114     155,595       9,297       8,748
11 1995      475,226      24,132     451,094      66,886       3,594       2,578
12 TOTAL         XXX         XXX         XXX   2,373,494     125,225     168,904

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         806         375       1,535      17,945         XXX     153,306
02 1986          700       3,288      25,563     296,060      81,844      10,937
03 1987          455       3,404      26,370     291,674      79,264      11,177
04 1988          510       3,552      29,723     322,127      78,268      61,630
05 1989          696       4,917      29,328     326,211      70,507      33,800
06 1990          929       6,027      31,538     354,696      71,325      25,025
07 1991        1,559       3,742      33,394     328,273      63,455      35,426
08 1992        1,989       2,765      32,035     269,958      60,671      45,951
09 1993        1,131       3,162      30,396     220,403      56,840      67,942
10 1994          256         566      28,939     183,730      61,106     120,609
11 1995           56         114      20,281      86,095      50,330     164,047
12 TOTAL       9,094      31,913     289,100   2,697,170         XXX     729,843

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      70,869      21,521       7,340       4,892       2,398       1,087
02 1986        2,779       1,342          35         352          44         358
03 1987        3,849       2,294           1         380          18         680
04 1988       26,655       2,147          -2       7,304       3,518         853
05 1989        8,358       4,052         567         677          47       1,720
06 1990        3,261       5,986         773         717         107       1,697
07 1991        3,232       7,732       1,785         785         177       2,175
08 1992        4,014      10,344       3,458         841         307       4,483
09 1993        3,959      51,327       5,071         797         304      22,470
10 1994        5,594      61,038       6,286         922         234      24,467
11 1995        6,815      73,329       6,793       1,448         207      18,885
12 TOTAL     139,386     241,131      32,107      19,113       7,376      78,883

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         307           0       4,675     104,566       1,762         XXX
02 1986          246           4         958      10,850         209     318,780
03 1987          374           4         894      11,191         291     316,272
04 1988           15         278       1,104      42,845         392     405,779
05 1989           43         665       1,400      32,634         513     379,824
06 1990           60       1,199       2,328      31,551         913     406,310
07 1991          184       1,608       3,477      44,217       1,514     395,641
08 1992          327       2,374       3,959      57,471       1,946     359,065
09 1993          460       2,982      15,433     148,167       2,994     396,239
10 1994          556       4,818      22,949     217,321       5,658     424,612
11 1995          616       5,451      15,748     259,026      12,137     364,433
12 TOTAL       3,195      19,385      72,932     959,825      28,370         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         538
02 1986       11,876     306,904      74.561      49.393      76.061           0
03 1987       13,410     302,862      73.009      44.676      75.120           0
04 1988       40,806     364,973      80.255     111.586      77.813           0
05 1989       20,984     358,840      76.081     116.313      74.574           0
06 1990       20,071     386,239      78.240      91.170      77.667           0
07 1991       23,151     372,490      74.088      60.132      75.173           0
08 1992       31,634     327,431      62.413      66.644      62.033           0
09 1993       27,669     368,570      64.164      57.232      64.753           0
10 1994       23,569     401,043      66.428      67.169      66.385           0
11 1995       19,304     345,129      76.686      79.993      76.509           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX         538

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      96,089       7,940
02 1986            0        .000       9,464       1,386
03 1987            0        .000       9,622       1,570
04 1988            0        .000      37,125       5,729
05 1989            0        .000      28,927       3,699
06 1990            0        .000      26,968       4,582
07 1991            0        .000      38,141       6,069
08 1992            0        .000      48,822       8,641
09 1993            0        .000     110,239      37,928
10 1994            0        .000     169,768      47,554
11 1995            0        .000     223,768      35,257
12 TOTAL           0         XXX     798,933     160,355

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR   1,169,015   1,262,585   1,362,659   1,446,879   1,483,016   1,493,589
02 1986    1,206,401   1,156,469   1,128,951   1,072,294   1,051,904   1,034,873
03 1987          XXX   1,185,350   1,153,971   1,123,080   1,086,928   1,056,742
04 1988          XXX         XXX   1,261,180   1,245,225   1,259,436   1,242,104
05 1989          XXX         XXX         XXX   1,289,801   1,320,598   1,290,075
06 1990          XXX         XXX         XXX         XXX   1,440,457   1,443,547
07 1991          XXX         XXX         XXX         XXX         XXX   1,480,678
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR   1,552,056   1,620,456   1,742,685   1,742,511        -174     122,055
02 1986    1,020,971   1,004,206   1,009,755   1,010,311         557       6,106
03 1987    1,045,499   1,017,521   1,011,816   1,013,554       1,740      -3,968
04 1988    1,217,374   1,204,421   1,175,241   1,162,534     -12,709     -41,879
05 1989    1,287,731   1,270,642   1,248,822   1,249,982       1,160     -20,668
06 1990    1,441,127   1,431,703   1,401,787   1,383,442     -18,353     -48,269
07 1991    1,483,940   1,471,599   1,410,874   1,383,034     -27,838     -88,565
08 1992    1,563,143   1,529,712   1,494,030   1,422,515     -71,517    -107,206
09 1993          XXX   1,695,576   1,647,428   1,630,513     -16,916     -65,063
10 1994          XXX         XXX   2,020,975   2,006,397     -14,578         XXX
11 1995          XXX         XXX         XXX   2,228,751         XXX         XXX
12 TOTAL                                                    -158,626    -247,457

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR           0     402,580     665,537     864,593   1,021,105   1,121,843
02 1986      346,478     588,691     721,663     821,401     884,527     923,719
03 1987          XXX     336,896     604,084     749,650     845,514     902,043
04 1988          XXX         XXX     388,570     680,174     836,076     940,833
05 1989          XXX         XXX         XXX     438,022     775,398     948,684
06 1990          XXX         XXX         XXX         XXX     510,885     869,883
07 1991          XXX         XXX         XXX         XXX         XXX     547,853
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR   1,200,168   1,263,730   1,323,594   1,368,294         XXX         XXX
02 1986      946,059     961,091     972,200     978,104         XXX         XXX
03 1987      937,004     964,862     978,312     981,295         XXX         XXX
04 1988    1,005,021   1,044,520   1,085,465   1,097,033         XXX         XXX
05 1989    1,051,776   1,116,597   1,154,150   1,175,267         XXX         XXX
06 1990    1,071,308   1,182,559   1,249,634   1,290,212         XXX         XXX
07 1991      925,916   1,100,306   1,199,467   1,252,551         XXX         XXX
08 1992      586,211     979,567   1,155,245   1,241,669         XXX         XXX
09 1993          XXX     663,637   1,057,400   1,242,581         XXX         XXX
10 1994          XXX         XXX     840,983   1,386,911         XXX         XXX
11 1995          XXX         XXX         XXX     968,065         XXX         XXX

SCHEDULE P - PART 4              - SUMMARY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END ($000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR     263,118     189,973     156,997     173,284     116,762     101,382
02 1986      508,715     329,004     238,572     140,252      95,547      62,201
03 1987          XXX     487,873     288,078     204,166     136,037      87,465
04 1988          XXX         XXX     439,686     248,202     191,801     148,640
05 1989          XXX         XXX         XXX     402,226     209,434     134,966
06 1990          XXX         XXX         XXX         XXX     432,714     222,408
07 1991          XXX         XXX         XXX         XXX         XXX     467,761
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR      87,799      84,226     146,345     145,945
02 1986       38,249      16,730      17,278      15,638
03 1987       58,284      23,090      10,552       9,405
04 1988       99,997      74,915      30,941      18,102
05 1989       94,926      66,467      36,955      34,335
06 1990      150,620     104,249      68,963      46,477
07 1991      245,196     178,156      96,872      58,471
08 1992      460,968     246,682     170,190      76,123
09 1993          XXX     519,665     289,313     200,329
10 1994          XXX         XXX     497,553     234,810
11 1995          XXX         XXX         XXX     540,782

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         970         188       2,204
02 1986      240,615      29,957     210,665      77,222       6,393      17,540
03 1987      245,686      27,957     217,737      87,815       9,002      14,960
04 1988      244,676      22,602     222,066     103,672       7,417      17,154
05 1989      227,933      21,826     206,114     110,880      12,861      17,034
06 1990      242,666      20,707     221,951     113,721       8,001      18,761
07 1991      234,914      21,561     213,353     117,059      11,585      17,613
08 1992      211,142      23,520     187,628     112,300      15,752      15,128
09 1993      196,490      25,469     171,021      68,751       9,485      10,286
10 1994      223,459      37,281     186,176      90,718      12,561       7,761
11 1995      261,227      52,570     208,657      53,074      12,979       3,272
12 TOTAL         XXX         XXX         XXX     936,180     106,215     141,711

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          29          60          28       2,985         XXX       5,099
02 1986        1,744       2,403       7,624      94,249      14,278       1,117
03 1987          989       1,903       7,571     100,348      12,964       2,002
04 1988          867       6,415       7,901     120,444      14,427       2,732
05 1989        1,366       3,699       7,691     121,377      16,047       4,581
06 1990        1,101       2,828       8,245     131,632      16,552       7,318
07 1991        1,478       2,445       9,898     131,498      16,044       9,509
08 1992        1,103       3,794       9,758     120,330      14,717      17,232
09 1993          952         931       7,680      76,272      14,532      16,077
10 1994          894         661       6,095      91,127      16,704      26,818
11 1995          544       2,767       4,942      47,757      12,843      48,158
12 TOTAL      11,060      27,906      77,418   1,038,026         XXX     140,644

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          85       9,724         460       1,303          28       2,344
02 1986           11         915          34         364           4         160
03 1987            0         384          20         661           0         107
04 1988         -378        -328        -125         898           0          28
05 1989           70         697          45       1,508          23         370
06 1990          124       9,223       1,309       2,400          45       3,224
07 1991          343       7,353         855       3,124         113       2,731
08 1992          845      11,136       1,371       5,604         256       4,281
09 1993          956      13,604       1,795       5,212         275       4,849
10 1994        2,443      14,623       1,138       8,347         595       5,496
11 1995       10,450      34,701       3,118      14,045       2,123      12,341
12 TOTAL      14,958     102,033      10,022      43,474       3,462      35,936

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         146           0       1,061      18,814         151         XXX
02 1986           11           0         125       2,628          36     105,302
03 1987            7           0         161       3,288          37     113,571
04 1988            2         332         176       4,005          56     131,794
05 1989           53         358         393       7,349          96     142,879
06 1990          472         457       1,444      21,668         180     164,451
07 1991          353         725       1,434      22,487         281     168,704
08 1992          618       1,399       2,352      37,522         499     178,117
09 1993          677         922       2,455      38,493         777     129,510
10 1994          430       1,934       3,456      54,142       1,607     164,821
11 1995        1,045       3,426       6,873      99,391       3,133     179,089
12 TOTAL       3,815       9,567      19,955     309,785       6,886         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         444
02 1986        8,423      96,879      43.764      28.117      45.987           0
03 1987        9,935     103,636      46.226      35.537      47.597           0
04 1988        7,347     124,447      53.865      32.506      56.041           0
05 1989       14,153     128,726      62.685      64.845      62.454           0
06 1990       11,153     153,298      67.768      53.861      69.068           0
07 1991       14,710     153,994      71.815      68.225      72.178           0
08 1992       20,274     157,843      84.359      86.199      84.126           0
09 1993       14,737     114,773      65.912      57.862      67.110           0
10 1994       19,560     145,261      73.759      52.466      78.023           0
11 1995       31,941     147,148      68.557      60.759      70.521           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX         444

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      13,827       4,543
02 1986            0        .000       1,987         641
03 1987            0        .000       2,366         922
04 1988            0        .000       2,906       1,098
05 1989            0        .000       5,155       2,194
06 1990            0        .000      15,109       6,559
07 1991            0        .000      15,671       6,824
08 1992            0        .000      26,143      11,370
09 1993            0        .000      26,928      11,573
10 1994            0        .000      37,868      16,275
11 1995            0        .000      69,292      30,099
12 TOTAL           0         XXX     217,252      92,098

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       2,122       1,416           7
02 1986            8           0           8           0           0           0
03 1987            0           0           0           0          -1           0
04 1988            0           0           0           0           0           0
05 1989            0           0           0           0           0           0
06 1990            0           0           0           0           0           0
07 1991            0           0           0           0           0           0
08 1992            0           0           0           0           1           0
09 1993            0           0           0           0           0           0
10 1994            0           0           0           0           0           0
11 1995            0           0           0           0           0           0
12 TOTAL         XXX         XXX         XXX       2,122       1,417           7

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           6           0          -2         705         XXX       2,163
02 1986            0           0           0           0           0           0
03 1987            0           0           0           1           0           0
04 1988            0           0           1           0           0           0
05 1989            0           0           5           5           0           0
06 1990            0           0           0           0           0           0
07 1991            0           0           0           0           0           0
08 1992            0           0           0          -1           0           0
09 1993            0           0           0           0           0           0
10 1994            0           0          -4          -4           0           0
11 1995            0           0          -2          -2           0           0
12 TOTAL           6           0          -1         705         XXX       2,163

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          31       1,384           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987            0           0           0           0           0           0
04 1988            0           0           0           0           0           0
05 1989            0           0           0           0           0           0
06 1990            0           0           0           0           0           0
07 1991            0           0           0           0           0           0
08 1992            0           0           0           0           0           0
09 1993            0           0           0           0           0           0
10 1994            0           0           0           0           0           0
11 1995            0           0           0           0           0           0
12 TOTAL          31       1,384           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           1       3,525         107         XXX
02 1986            0           0           0           0           0           0
03 1987            0           0           0           0           0           0
04 1988            0           0           0           0           0           1
05 1989            0           0           0           0           0           5
06 1990            0           0           0           0           0           0
07 1991            0           0           0           0           0           0
08 1992            0           0           0           0           0           0
09 1993            0           0           0           0           0           0
10 1994            0           0           0           0           0           0
11 1995            0           0           0           0           0           0
12 TOTAL           0           0           1       3,525         107         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 1986            0           0        .000        .000        .000           0
03 1987           -1           1        .000        .000        .000           0
04 1988            0           1        .000        .000        .000           0
05 1989            0           5        .000        .000        .000           0
06 1990            0           0        .000        .000        .000           0
07 1991            0           0        .000        .000        .000           0
08 1992            1          -1        .000        .000        .000           0
09 1993            0           0        .000        .000        .000           0
10 1994            4          -4        .000        .000        .000           0
11 1995            2          -2        .000        .000        .000           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX       3,524           1
02 1986            0        .000           0           0
03 1987            0        .000           0           0
04 1988            0        .000           0           0
05 1989            0        .000           0           0
06 1990            0        .000           0           0
07 1991            0        .000           0           0
08 1992            0        .000           0           0
09 1993            0        .000           0           0
10 1994            0        .000           0           0
11 1995            0        .000           0           0
12 TOTAL           0         XXX       3,524           1

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 1986            0           0           0           0           0           0
03 1987            0           0           0           0           0           0
04 1988            0           0           0           0           0           0
05 1989            0           0           0           0           0           0
06 1990            0           0           0           0           0           0
07 1991            0           0           0           0           0           0
08 1992            0           0           0           0           0           0
09 1993            0           0           0           0           0           0
10 1994          775         177         598           0          20         100
11 1995        1,764         435       1,320         177          21          48
12 TOTAL         XXX         XXX         XXX         177          40         148

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 1986            0           0           0           0           0           0
03 1987            0           0           0           0           0           0
04 1988            0           0           0           0           0           0
05 1989            0           0           0           0           0           0
06 1990            0           0           0           0           0           0
07 1991            0           0           0           0           0           0
08 1992            0           0           0           0           0           0
09 1993            0           0           0           0           0           0
10 1994            0           0         191         270           6         668
11 1995            0           0         200         405          10         473
12 TOTAL           0           0         391         683         XXX       1,141

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 1986            0           0           0           0           0           0
03 1987            0           0           0           0           0           0
04 1988            0           0           0           0           0           0
05 1989            0           0           0           0           0           0
06 1990            0           0           0           0           0           0
07 1991            0           0           0           0           0           0
08 1992            0           0           0           0           0           0
09 1993            0           0           0           0           0           0
10 1994           99           0           0         109           5           0
11 1995            0           0           0         146           5           0
12 TOTAL          99           0           0         256          10           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 1986            0           0           0           0           0           0
03 1987            0           0           0           0           0           0
04 1988            0           0           0           0           0           0
05 1989            0           0           0           0           0           0
06 1990            0           0           0           0           0           0
07 1991            0           0           0           0           0           0
08 1992            0           0           0           0           0           0
09 1993            0           0           0           0           0           0
10 1994            0           0           0         673           5       1,067
11 1995            0           0           0         624           7       1,069
12 TOTAL           0           0           0       1,289          13         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 1986            0           0        .000        .000        .000           0
03 1987            0           0        .000        .000        .000           0
04 1988            0           0        .000        .000        .000           0
05 1989            0           0        .000        .000        .000           0
06 1990            0           0        .000        .000        .000           0
07 1991            0           0        .000        .000        .000           0
08 1992            0           0        .000        .000        .000           0
09 1993            0           0        .000        .000        .000           0
10 1994          123         944     137.677      69.492     157.860           0
11 1995           40       1,029      60.601       9.195      77.955           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 1986            0        .000           0           0
03 1987            0        .000           0           0
04 1988            0        .000           0           0
05 1989            0        .000           0           0
06 1990            0        .000           0           0
07 1991            0        .000           0           0
08 1992            0        .000           0           0
09 1993            0        .000           0           0
10 1994            0        .000         569         104
11 1995            0        .000         473         142
12 TOTAL           0         XXX       1,042         246

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         213          25         111
02 1986       26,852       9,797      17,054      10,877       2,971       1,192
03 1987       27,165      10,333      16,832      14,638       5,997       1,216
04 1988       26,953       9,997      16,956      13,999       4,045       1,373
05 1989       26,916       9,547      17,370      18,352       6,943       1,553
06 1990       33,146      11,003      22,141      26,491      10,704       2,148
07 1991       40,879      13,519      27,360      25,887       8,812       2,292
08 1992       56,131      17,747      38,383      48,932      24,888       2,897
09 1993       73,633      24,798      48,835      40,504      13,218       3,167
10 1994       78,655      25,099      53,547      30,567       4,798       1,870
11 1995       76,959      21,275      55,682      15,229       3,559         933
12 TOTAL         XXX         XXX         XXX     245,687      85,958      18,750

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          69           8           2         233         XXX       1,944
02 1986          169       1,477         564       9,484         XXX         142
03 1987          312       1,850         675      10,212         XXX         121
04 1988          385       1,086         907      11,848         XXX         241
05 1989          286       1,798         981      13,656         XXX         368
06 1990          461       1,688       1,010      18,484         XXX         429
07 1991          418       1,418         957      19,899         XXX       1,053
08 1992          749       2,235       1,468      27,668         XXX       1,349
09 1993          641       3,737       2,086      31,898         XXX       4,840
10 1994          199       1,372       1,835      29,274         XXX      10,220
11 1995          140         167       1,221      13,677         XXX      13,557
12 TOTAL       3,836      16,844      11,696     186,341         XXX      34,280

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         228       1,361          85          23           1           0
02 1986            3          10           0           6           0           0
03 1987           10          36           0           4           0           1
04 1988            9          65          -4          13           0           2
05 1989           10          60          -9          23           1           4
06 1990           33         118          -9          30           1           5
07 1991          205         180         -19         134          11           6
08 1992           89        -250         -64         222          11           5
09 1993        1,322      -1,003        -183         734         217           2
10 1994        1,958      -1,299          17       1,053         140          75
11 1995        2,214       7,009         969       1,940         272       1,536
12 TOTAL       6,082       6,295         785       4,182         662       1,636

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          33       3,048          41         XXX
02 1986            0           0           2         158           0      12,827
03 1987            0           0           2         154           0      16,715
04 1988            0          15           4         321           0      16,649
05 1989            0          46           8         462           2      21,402
06 1990            0          72          11         575           5      30,311
07 1991            0         140          37       1,211          30      30,616
08 1992            0         291          45       1,336          30      54,802
09 1993            0         831         122       3,340         152      50,663
10 1994           45       1,470         204       8,100         427      44,776
11 1995          231       3,048         945      21,299         871      42,611
12 TOTAL         276       5,924       1,415      40,018       1,577         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         176
02 1986        3,177       9,650      47.769      32.428      56.585           0
03 1987        6,342      10,373      61.531      61.376      61.627           0
04 1988        4,473      12,176      61.770      44.743      71.809           0
05 1989        7,277      14,125      79.514      76.223      81.318           0
06 1990       11,252      19,059      91.447     102.263      86.080           0
07 1991        9,507      21,109      74.894      70.323      77.153           0
08 1992       25,790      29,012      97.632     145.320      75.586           0
09 1993       15,425      35,238      68.805      62.203      72.157           0
10 1994        7,402      37,374      56.927      29.491      69.797           0
11 1995        7,627      34,984      55.368      35.850      62.828           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX         176

SCHEDULE P - PART 1G             - SPECIAL LIABILITY
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX       2,816          56
02 1986            0        .000         150           8
03 1987            0        .000         145           7
04 1988            0        .000         301          20
05 1989            0        .000         428          34
06 1990            0        .000         531          44
07 1991            0        .000       1,045         166
08 1992            0        .000       1,074         262
09 1993            0        .000       2,706         641
10 1994            0        .000       6,953       1,147
11 1995            0        .000      17,383       3,916
12 TOTAL           0         XXX      33,532       6,301

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      30,975      12,721       8,905
02 1986      401,372     143,546     257,826     134,491      64,457      27,053
03 1987      333,967     103,353     230,615      98,886      34,139      18,065
04 1988      250,757      77,062     173,695      91,773      27,627      15,312
05 1989      192,051      70,183     121,868      46,311       9,865       8,030
06 1990      196,352      61,867     134,483      43,414      15,878       7,419
07 1991      186,597      49,656     136,941      47,025      11,986       7,894
08 1992      181,673      61,832     119,841      37,860      12,949       6,502
09 1993      219,088     103,829     115,267      35,244      18,308       7,284
10 1994      240,444     115,501     124,942      26,878      12,121       4,816
11 1995      298,327     140,253     158,074      10,435        -474       1,846
12 TOTAL         XXX         XXX         XXX     603,278     219,575     113,138

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       5,077         351       1,033      23,115         XXX     114,839
02 1986       10,199         644       5,512      92,399      11,584       4,781
03 1987        2,964         576       5,288      85,144       8,650       4,815
04 1988        1,697       1,883       7,019      84,781       6,688       2,218
05 1989         -920         143       6,098      51,503       5,433       1,978
06 1990       -1,801         798       4,214      40,980       4,863       2,814
07 1991          959         210       4,034      45,997       4,607       7,052
08 1992        1,239         109       3,295      33,468       5,944       6,373
09 1993        1,923          34       3,305      25,601       6,936      23,139
10 1994          936          19       3,341      21,978       8,464      29,672
11 1995          673           9       2,973      15,057       3,552      27,479
12 TOTAL      22,939       4,786      46,114     520,020         XXX     225,160

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      38,711     138,780      67,335       6,101       2,928      20,105
02 1986        2,111       8,698       2,969         900         273       1,931
03 1987        1,940       7,241       3,327       1,147         467       1,726
04 1988          642      12,778         991         643          62       2,761
05 1989          387      30,465      13,273         382          87       7,736
06 1990          181      27,181      11,834         750          20       7,250
07 1991          630      33,138      10,666       2,142         166       6,463
08 1992          780      42,617      18,529       1,638         177       7,837
09 1993        6,019      75,788      31,799       6,122       1,526       9,690
10 1994        8,420      66,051      14,162       6,777       1,470      10,828
11 1995        9,198     108,219      31,363       6,979       2,606      17,256
12 TOTAL      69,027     550,949     206,246      33,582       9,796      93,587

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       6,704           0       8,655     172,804       3,429         XXX
02 1986          762           0       1,021      11,226         138     185,224
03 1987          857           0         740       9,079          82     138,475
04 1988          269          13         355      16,805          74     133,308
05 1989        4,051          38         816      23,573          88     102,690
06 1990        3,363          22       1,093      23,682         125      95,225
07 1991        2,889          72       1,479      35,917         163     110,337
08 1992        3,923          26       1,470      36,527         315     108,909
09 1993        4,865           8       2,441      72,971       1,497     165,045
10 1994        3,814           9       2,870      88,331       3,310     152,555
11 1995        6,937          17       6,143     115,956       1,608     183,442
12 TOTAL      38,426         204      27,082     606,871      10,858         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       7,221
02 1986       81,592     103,632      46.148      56.840      40.195           0
03 1987       44,241      94,234      41.464      42.806      40.862           0
04 1988       31,721     101,587      53.162      41.163      58.486           0
05 1989       27,613      75,077      53.470      39.344      61.605           0
06 1990       30,572      64,653      48.497      49.416      48.075           0
07 1991       28,423      81,914      59.131      57.240      59.817           0
08 1992       38,918      69,991      59.948      62.942      58.403           0
09 1993       66,481      98,564      75.333      64.029      85.509           0
10 1994       42,246     110,309      63.447      36.576      88.288           0
11 1995       52,428     131,014      61.490      37.381      82.881           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX       7,221

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     140,352      25,223
02 1986            0        .000       8,400       2,825
03 1987            0        .000       6,789       2,290
04 1988            0        .000      13,370       3,436
05 1989            0        .000      18,776       4,796
06 1990            0        .000      17,971       5,701
07 1991            0        .000      28,887       7,030
08 1992            0        .000      29,673       6,845
09 1993            0        .000      61,109      11,862
10 1994            0        .000      73,148      15,192
11 1995            0        .000      95,121      20,828
12 TOTAL           0         XXX     493,596     106,028

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 1986       28,619      13,637      14,982       2,093       1,006         606
03 1987       78,100      26,911      51,189      13,660       9,729       2,266
04 1988       78,766      22,134      56,631       8,305       2,162       1,876
05 1989       65,766      13,191      52,575      20,531       8,727       3,892
06 1990       73,175      15,049      58,118      50,066      10,259       2,177
07 1991       78,659      10,224      68,435       7,441         139       2,073
08 1992       93,711      11,248      82,463      20,582       3,327       2,069
09 1993      109,153       9,590      99,563       6,423         736       3,026
10 1994      129,444      12,185     117,259      31,432       3,718       2,358
11 1995      134,567      24,153     110,413       2,230       6,834         833
12 TOTAL         XXX         XXX         XXX     162,763      46,637      21,173

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 1986          246           1           0       1,447         104           0
03 1987          769          20         668       6,096         446          11
04 1988          489           3         388       7,927         282           0
05 1989        1,726           4       1,021      14,991         263       1,210
06 1990          436           4       2,255      43,794         347       4,039
07 1991          202           0       1,301      10,474         476       5,076
08 1992          472           0       1,979      20,822         440       3,769
09 1993          105          72       1,369       9,986         571      16,525
10 1994           17           0       1,450      31,512         680      27,699
11 1995           35           0         608      -3,198         833      27,017
12 TOTAL       4,504         105      11,047     143,841         XXX      85,346

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 1986            0           0           0           0           0           0
03 1987            1           0           0          13           1           0
04 1988           28           0           0           0           7           0
05 1989          404           0           0         298         100           0
06 1990          480          37           5         776         119           4
07 1991          139       2,451          47       1,018          34          36
08 1992           15       4,841         127         701           3          90
09 1993        1,793      36,186         365       3,960         433         154
10 1994          144      19,133         570       6,696           4         301
11 1995        2,807      62,383       1,469       6,616         198       3,645
12 TOTAL       5,819     125,030       2,582      20,069         907       4,231

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 1986            0           0           0           0           0       2,699
03 1987            0           0           2          24           2      16,568
04 1988            0           0          -1         -36           1      10,586
05 1989            0           0          49       1,054           7      27,044
06 1990            1           0         189       4,433          36      59,726
07 1991           14           0         255       8,602          58      19,695
08 1992           35           0         141       9,360          86      34,218
09 1993           61           0         792      54,964         146      68,553
10 1994           92           0       1,286      54,306         273      90,877
11 1995          376           0       1,564      96,376         799     105,424
12 TOTAL         579           0       4,286     229,084       1,425         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 1986        1,252       1,447       9.431       9.181       9.658           0
03 1987       10,448       6,120      21.214      38.824      11.956           0
04 1988        2,695       7,891      13.440      12.176      13.934           0
05 1989       11,007      16,037      41.122      83.443      30.503           0
06 1990       11,498      48,228      81.621      76.404      82.983           0
07 1991          619      19,076      25.038       6.054      27.875           0
08 1992        4,036      30,182      36.514      35.882      36.601           0
09 1993        3,604      64,949      62.805      37.581      65.234           0
10 1994        5,051      85,826      70.206      41.453      73.194           0
11 1995       12,246      93,178      78.343      50.702      84.390           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 1986            0        .000           0           0
03 1987            0        .000          10          14
04 1988            0        .000         -28          -8
05 1989            0        .000         806         247
06 1990            0        .000       3,592         850
07 1991            0        .000       7,342       1,260
08 1992            0        .000       8,467         894
09 1993            0        .000      50,562       4,403
10 1994            0        .000      46,118       8,188
11 1995            0        .000      85,124      11,251
12 TOTAL           0         XXX     201,993      27,099

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      10,850       6,048       1,384
02 1994      309,665     106,955     202,711     218,030      87,484       6,587
03 1995      386,507     140,432     246,075     171,304      70,828       4,085
04 TOTAL         XXX         XXX         XXX     400,176     164,367      12,055

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         347         655          66       5,897         XXX       7,117
02 1994        1,644         909       4,926     140,407         XXX      55,559
03 1995        1,262         573       3,793     107,084         XXX      78,068
04 TOTAL       3,260       2,137       8,777     253,389         XXX     140,744

SCHEDULE P - PART 1I             - SPECIAL PROPERTY
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR       1,814       6,933       1,999         613         179         605
02 1994       28,763       1,821         297       3,352       1,382         242
03 1995       15,413      22,732       1,400       3,266         945       1,615
04 TOTAL      45,990      31,478       3,696       7,225       2,506       2,453

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         242         280         144      11,171       1,911         XXX
02 1994           52         350         614      31,086         157     291,728
03 1995          161         781       1,301      89,061       1,505     286,583
04 TOTAL         455       1,410       2,058     131,319       3,583         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          57
02 1994      120,237     171,491      94.208     112.418      84.599           0
03 1995       90,438     196,145      74.147      64.400      79.709           0
04 TOTAL         XXX         XXX         XXX         XXX         XXX          57

SCHEDULE P - PART 1I             - SPECIAL PROPERTY
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX      10,181         932
02 1994            0        .000      28,310       2,776
03 1995            0        .000      83,996       5,074
04 TOTAL           0         XXX     122,487       8,782

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      -2,401        -112       1,024
02 1994      553,965     103,301     450,665     359,922      69,445      12,557
03 1995      623,985     125,309     498,676     456,872     112,324      10,348
04 TOTAL         XXX         XXX         XXX     814,383     181,663      23,930

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          50       5,326         -26      -1,342         XXX       2,307
02 1994        3,308      29,612      20,868     320,593     321,733      -1,384
03 1995        2,674      17,141      24,286     376,500     379,830      30,546
04 TOTAL       6,041      52,082      45,125     695,749         XXX      31,469

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           6       2,277          -5         215           2         118
02 1994          157        -422         -55         305          49          51
03 1995        7,171      22,621       5,085       3,670       1,248       1,717
04 TOTAL       7,334      24,475       5,025       4,192       1,298       1,885

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           4       1,851         236       5,146         453         XXX
02 1994           28       2,962         193      -1,434       5,795     392,269
03 1995           27      18,332       2,692      47,713      36,258     553,103
04 TOTAL          59      23,135       3,121      51,434      42,516         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 1994       73,110     319,159      70.811      70.774      70.820           0
03 1995      128,881     424,222      88.640     102.851      85.070           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       4,583         564
02 1994            0        .000      -1,908         474
03 1995            0        .000      40,910       6,804
04 TOTAL           0         XXX      43,585       7,842

SCHEDULE P - PART 1K             - FIDELITY, SURETY
($000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX        -888        -224         196
02 1994       40,231       8,177      32,055       4,088       1,462         677
03 1995       41,693       8,761      32,932       3,418         935         161
04 TOTAL         XXX         XXX         XXX       6,619       2,173       1,033

SCHEDULE P - PART 1K             - FIDELITY, SURETY
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR          82         936        -189        -739         XXX      -3,886
02 1994          245           1       1,022       4,072         XXX       1,277
03 1995           32          21       1,105       3,717         XXX      11,637
04 TOTAL         360         957       1,939       7,049         XXX       9,020

SCHEDULE P - PART 1K             - FIDELITY, SURETY
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR      -1,629        -489         -79        -688        -366           0
02 1994        1,800        -329         -53         180         377           0
03 1995        2,915       9,524       1,521       1,682         413       1,406
04 TOTAL       3,087       8,698       1,381       1,174         423       1,406

SCHEDULE P - PART 1K             - FIDELITY, SURETY
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR           0         523        -181      -3,169         418         XXX
02 1994            0         278         -86      -1,081         149       7,069
03 1995          223         328       1,735      20,904          85      31,159
04 TOTAL         223       1,130       1,461      16,645         653         XXX

SCHEDULE P - PART 1K             - FIDELITY, SURETY
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX           0
02 1994        4,079       2,990      17.571      49.884       9.328           0
03 1995        6,532      24,627      74.734      74.558      74.781           0
04 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1K             - FIDELITY, SURETY
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX      -2,676        -502
02 1994            0        .000        -799        -283
03 1995            0        .000      16,724       4,179
04 TOTAL           0         XXX      13,249       3,394

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         323         130           0
02 1994       12,044       4,995       7,049       1,680         793           0
03 1995       15,933       6,986       8,947          43         146           0
04 TOTAL         XXX         XXX         XXX       2,046       1,069           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          12         205         XXX         445
02 1994            0           0         108         996         XXX         372
03 1995            0           0          45         -57         XXX          44
04 TOTAL           0           0         166       1,144         XXX         871

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         169       1,003         421           0           0           0
02 1994          164       2,430         987           0           0           0
03 1995           20       7,151       1,790           0           0           0
04 TOTAL         353      10,592       3,197           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         859           0         XXX
02 1994            0           0           0       1,659           0       4,603
03 1995            0           0           0       5,386           0       7,286
04 TOTAL           0           0           0       7,904           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 1994        1,947       2,656      38.218      38.979      37.679           0
03 1995        1,957       5,329      45.729      28.013      59.562           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         859           0
02 1994            0        .000       1,659           0
03 1995            0        .000       5,386           0
04 TOTAL           0         XXX       7,904           0

SCHEDULE P - PART 1M             - INTERNATIONAL
($000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX         665         130           0
02 1986         -244         -10        -234           0           0           0
03 1987          169           3         166           0           0           0
04 1988          175           9         166           0           0           0
05 1989          -13          -1         -12           0           0           0
06 1990          -14          -1         -13           0           0           0
07 1991            2           0           2           0           0           0
08 1992           16           1          15           0           0           0
09 1993            3           0           3           0           0           0
10 1994            0           0           0           0           0           0
11 1995            0           0           0           0           0           0
12 TOTAL         XXX         XXX         XXX         665         130           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          38         573         XXX       2,978
02 1986            0           0           0           0         XXX           0
03 1987            0           0           0           0         XXX           0
04 1988            0           0           0           0         XXX           0
05 1989            0           0           0           0         XXX           0
06 1990            0           0           0           0         XXX           0
07 1991            0           0           0           0         XXX           0
08 1992            0           0           0           0         XXX           0
09 1993            0           0           0           0         XXX           0
10 1994            0           0           0           0         XXX           0
11 1995            0           0           0           0         XXX           0
12 TOTAL           0           0          38         573         XXX       2,978

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         676       1,374          59           0           0           0
02 1986            0           0           0           0           0           0
03 1987            0           0           0           0           0           0
04 1988            0           0           0           0           0           0
05 1989            0           0           0           0           0           0
06 1990            0           0           0           0           0           0
07 1991            0           0           0           0           0           0
08 1992            0           0           0           0           0           0
09 1993            0           0           0           0           0           0
10 1994            0           0           0           0           0           0
11 1995            0           0           0           0           0           0
12 TOTAL         676       1,374          59           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         317       3,934         312         XXX
02 1986            0           0           0           0           0           0
03 1987            0           0           0           0           0           0
04 1988            0           0           0           0           0           0
05 1989            0           0           0           0           0           0
06 1990            0           0           0           0           0           0
07 1991            0           0           0           0           0           0
08 1992            0           0           0           0           0           0
09 1993            0           0           0           0           0           0
10 1994            0           0           0           0           0           0
11 1995            0           0           0           0           0           0
12 TOTAL           0           0         317       3,934         312         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 1986            0           0        .000        .000        .000           0
03 1987            0           0        .000        .000        .000           0
04 1988            0           0        .000        .000        .000           0
05 1989            0           0        .000        .000        .000           0
06 1990            0           0        .000        .000        .000           0
07 1991            0           0        .000        .000        .000           0
08 1992            0           0        .000        .000        .000           0
09 1993            0           0        .000        .000        .000           0
10 1994            0           0        .000        .000        .000           0
11 1995            0           0        .000        .000        .000           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1M             - INTERNATIONAL
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX       3,617         317
02 1986            0        .000           0           0
03 1987            0        .000           0           0
04 1988            0        .000           0           0
05 1989            0        .000           0           0
06 1990            0        .000           0           0
07 1991            0        .000           0           0
08 1992            0        .000           0           0
09 1993            0        .000           0           0
10 1994            0        .000           0           0
11 1995            0        .000           0           0
12 TOTAL           0         XXX       3,617         317

SCHEDULE P - PART 1N             - REINSURANCE A
($000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 1988            0           0           0           0           0           0
02 1989            0           0           0           0           0           0
03 1990            0           0           0           0           0           0
04 1991            0           0           0           0           0           0
05 1992            0           0           0           0           0           0
06 1993           62           2          60           0           0           0
07 1994          215          11         204           0           0           0
08 1995          213          19         194           0           0           0
09 TOTAL         XXX         XXX         XXX           0           0           0

SCHEDULE P - PART 1N             - REINSURANCE A
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 1988            0           0           0           0         XXX           0
02 1989            0           0           0           0         XXX           0
03 1990            0           0           0           0         XXX           0
04 1991            0           0           0           0         XXX           0
05 1992            0           0           0           0         XXX           0
06 1993            0           0           0           0         XXX           0
07 1994            0           0           0           0         XXX           0
08 1995            0           0           0           0         XXX           0
09 TOTAL           0           0           0           0         XXX           0

SCHEDULE P - PART 1N             - REINSURANCE A
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 1988            0           0           0           0           0           0
02 1989            0           0           0           0           0           0
03 1990            0           0           0           0           0           0
04 1991            0           0           0           0           0           0
05 1992            0           0           0           0           0           0
06 1993            0           0           0           0           0           0
07 1994            0           0           0           0           0           0
08 1995            0           0           0           0           0           0
09 TOTAL           0           0           0           0           0           0

SCHEDULE P - PART 1N             - REINSURANCE A
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 1988            0           0           0           0         XXX           0
02 1989            0           0           0           0         XXX           0
03 1990            0           0           0           0         XXX           0
04 1991            0           0           0           0         XXX           0
05 1992            0           0           0           0         XXX           0
06 1993            0           0           0           0         XXX           0
07 1994            0           0           0           0         XXX           0
08 1995            0           0           0           0         XXX           0
09 TOTAL           0           0           0           0         XXX         XXX

SCHEDULE P - PART 1N             - REINSURANCE A
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 1988            0           0        .000        .000        .000           0
02 1989            0           0        .000        .000        .000           0
03 1990            0           0        .000        .000        .000           0
04 1991            0           0        .000        .000        .000           0
05 1992            0           0        .000        .000        .000           0
06 1993            0           0        .000        .000        .000           0
07 1994            0           0        .000        .000        .000           0
08 1995            0           0        .000        .000        .000           0
09 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1N             - REINSURANCE A
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 1988            0        .000           0           0
02 1989            0        .000           0           0
03 1990            0        .000           0           0
04 1991            0        .000           0           0
05 1992            0        .000           0           0
06 1993            0        .000           0           0
07 1994            0        .000           0           0
08 1995            0        .000           0           0
09 TOTAL           0         XXX           0           0

SCHEDULE P - PART 1O             - REINSURANCE B
($000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 1988        2,011           0       2,011           0           0           0
02 1989          612       1,823      -1,211           0           0           0
03 1990          231           7         224           0           0           0
04 1991         -326          -8        -318           0           0           0
05 1992          134           0         134           0           0           0
06 1993          516           0         516           0           0           0
07 1994            0           0           0           0           0           0
08 1995           86           0          86           0           0           0
09 TOTAL         XXX         XXX         XXX           0           0           0

SCHEDULE P - PART 1O             - REINSURANCE B
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 1988            0           0           0           0         XXX           0
02 1989            0           0           0           0         XXX           0
03 1990            0           0           0           0         XXX           0
04 1991            0           0           0           0         XXX           0
05 1992            0           0           0           0         XXX           0
06 1993            0           0           0           0         XXX           0
07 1994            0           0           0           0         XXX           0
08 1995            0           0           0           0         XXX           0
09 TOTAL           0           0           0           0         XXX           0

SCHEDULE P - PART 1O             - REINSURANCE B
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 1988            0           0           0           0           0           0
02 1989            0           0           0           0           0           0
03 1990            0           0           0           0           0           0
04 1991            0           0           0           0           0           0
05 1992            0           0           0           0           0           0
06 1993            0           0           0           0           0           0
07 1994            0           0           0           0           0           0
08 1995            0           0           0           0           0           0
09 TOTAL           0           0           0           0           0           0

SCHEDULE P - PART 1O             - REINSURANCE B
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 1988            0           0           0           0         XXX           0
02 1989            0           0           0           0         XXX           0
03 1990            0           0           0           0         XXX           0
04 1991            0           0           0           0         XXX           0
05 1992            0           0           0           0         XXX           0
06 1993            0           0           0           0         XXX           0
07 1994            0           0           0           0         XXX           0
08 1995            0           0           0           0         XXX           0
09 TOTAL           0           0           0           0         XXX         XXX

SCHEDULE P - PART 1O             - REINSURANCE B
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 1988            0           0        .000        .000        .000           0
02 1989            0           0        .000        .000        .000           0
03 1990            0           0        .000        .000        .000           0
04 1991            0           0        .000        .000        .000           0
05 1992            0           0        .000        .000        .000           0
06 1993            0           0        .000        .000        .000           0
07 1994            0           0        .000        .000        .000           0
08 1995            0           0        .000        .000        .000           0
09 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1O             - REINSURANCE B
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 1988            0        .000           0           0
02 1989            0        .000           0           0
03 1990            0        .000           0           0
04 1991            0        .000           0           0
05 1992            0        .000           0           0
06 1993            0        .000           0           0
07 1994            0        .000           0           0
08 1995            0        .000           0           0
09 TOTAL           0         XXX           0           0

SCHEDULE P - PART 1P             - REINSURANCE C
($000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 1988            0           0           0           0           0           0
02 1989            0           0           0           0           0           0
03 1990            0           0           0           0           0           0
04 1991            0           0           0           0           0           0
05 1992            0           0           0           0           0           0
06 1993            0           0           0           0           0           0
07 1994            0           0           0           0           0           0
08 1995            0           0           0           0           0           0
09 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 1994            0           0           0           0         XXX           0
08 1995            0           0           0           0         XXX           0
09 TOTAL           0           0           0           0         XXX           0

SCHEDULE P - PART 1P             - REINSURANCE C
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 1988            0           0           0           0           0           0
02 1989            0           0           0           0           0           0
03 1990            0           0           0           0           0           0
04 1991            0           0           0           0           0           0
05 1992            0           0           0           0           0           0
06 1993            0           0           0           0           0           0
07 1994            0           0           0           0           0           0
08 1995            0           0           0           0           0           0
09 TOTAL           0           0           0           0           0           0

SCHEDULE P - PART 1P             - REINSURANCE C
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 1988            0           0           0           0         XXX           0
02 1989            0           0           0           0         XXX           0
03 1990            0           0           0           0         XXX           0
04 1991            0           0           0           0         XXX           0
05 1992            0           0           0           0         XXX           0
06 1993            0           0           0           0         XXX           0
07 1994            0           0           0           0         XXX           0
08 1995            0           0           0           0         XXX           0
09 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 1994            0           0        .000        .000        .000           0
08 1995            0           0        .000        .000        .000           0
09 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1P             - REINSURANCE C
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 1988            0        .000           0           0
02 1989            0        .000           0           0
03 1990            0        .000           0           0
04 1991            0        .000           0           0
05 1992            0        .000           0           0
06 1993            0        .000           0           0
07 1994            0        .000           0           0
08 1995            0        .000           0           0
09 TOTAL           0         XXX           0           0

SCHEDULE P - PART 1Q             - REINSURANCE D
($000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX         464           0         108
02 1986        2,194           0       2,194       2,125         224          13
03 1987        7,261       3,615       3,646      34,660      28,196      17,680
04 1988          XXX         XXX         XXX      37,249      28,420      17,801

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           4         576         XXX       2,619
02 1986            0           0           4       1,918         XXX         204
03 1987       15,082       2,447         359       9,420         XXX      19,264
04 1988       15,082       2,447         367      11,914         XXX      22,087

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       1,887           0         111           0          17
02 1986            0         178           0           0           0           0
03 1987       17,878      11,950      11,950         950         939           0
04 1988       17,878      14,015      11,950       1,061         939          17

SCHEDULE P - PART 1Q             - REINSURANCE D
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR           0           0          87       4,721         XXX         XXX
02 1986            0           0          11         393         XXX         316
03 1987            0           0           0       1,397         XXX      84,863
04 1988            0           0          98       6,511         XXX           0

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 1986            0         316      14.403        .000      14.403           0
03 1987       74,039      10,824   1,168.751   2,048.105     296.873           0
04 1988          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       4,506         215
02 1986            0        .000         382          11
03 1987            0        .000       1,386          11
04 1988            0         XXX       6,274         237

SCHEDULE P - PART 1R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
($000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX       6,978       7,598       2,911
02 1986      114,896      52,778      62,118      37,365      22,081       7,407
03 1987      109,235      38,440      70,795      14,299       7,916       3,406
04 1988       64,218      27,037      37,181      15,875      12,212       5,769
05 1989       40,187      19,668      20,519       8,849       5,300       1,824
06 1990       33,551      16,741      16,810       7,019       5,096       1,426
07 1991       24,228      14,297       9,931       2,317       1,596       1,939
08 1992       11,503       2,383       9,120       2,027         977       1,428
09 1993       19,070       8,228      10,842         743         979         555
10 1994       13,550       5,013       8,537        -146        -190         352
11 1995       16,280       5,880      10,400         259         131         155
12 TOTAL         XXX         XXX         XXX      95,585      63,696      27,172

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       1,948          13         227         570         XXX      33,200
02 1986        2,611         107       1,810      21,890       1,104       3,823
03 1987          509         145         180       9,460         710       6,025
04 1988        1,716         125      -2,024       5,692         390       1,214
05 1989        1,023         237         555       4,905         271         989
06 1990          943         755         922       3,328         364       2,070
07 1991        1,119       1,775         986       2,527         361         236
08 1992          368       1,941         600       2,710         275       1,049
09 1993          266       1,717         255         308         303       2,823
10 1994           74       1,287         427         749         252       1,258
11 1995           39         977         359         603         217       1,911
12 TOTAL      10,616       9,079       4,297      52,742         XXX      54,597

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      24,571      78,014      59,371       5,034       2,364      11,580
02 1986        2,710       3,321         956         560         235         573
03 1987          794       1,522         694         402         150         407
04 1988          827       1,496         567         105           3         387
05 1989          745       6,360       1,541          62          22       1,962
06 1990        2,007       6,969       1,309         295         217       1,507
07 1991           93       7,444       1,872          84          24       1,205
08 1992          314       5,933       2,659         334          28       1,339
09 1993        2,385       5,708       2,742         895         593       1,349
10 1994          530       5,545       2,527         369         144       1,413
11 1995          952      11,399       2,785         675         322       3,017
12 TOTAL      35,929     133,713      77,014       8,814       4,104      24,733

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       5,358           0       2,833      38,989         909         XXX
02 1986          158           0         422       4,639          66      55,351
03 1987          196           0         125       6,655          53      26,352
04 1988          168           2         283       1,920          38      22,044
05 1989          503           3         205       6,760          32      20,969
06 1990          367          76         419       7,360          40      20,669
07 1991          534          73         114       6,560          21      14,645
08 1992          774         258         224       5,105          43      13,294
09 1993          724         326         239       4,561          33      12,985
10 1994          653         322         313       5,045          36       9,757
11 1995          691         389       1,439      13,691          47      19,557
12 TOTAL      10,150       1,457       6,626     101,293       1,328         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          43
02 1986       28,811      26,539      48.174      54.589      42.723           0
03 1987       10,254      16,100      24.124      26.675      22.741           0
04 1988       14,432       7,612      34.326      53.378      20.472           0
05 1989        9,302      11,667      52.178      47.295      56.859           0
06 1990        9,982      10,688      61.604      59.626      63.581           0
07 1991        5,566       9,079      60.446      38.931      91.420           0
08 1992        5,487       7,806     115.569     230.255      85.592           0
09 1993        8,116       4,871      68.091      98.638      44.927           0
10 1994        3,964       5,793      72.007      79.074      67.857           0
11 1995        5,263      14,293     120.128      89.506     137.432           0
12 TOTAL         XXX         XXX         XXX         XXX         XXX          43

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      27,221      11,725
02 1986            0        .000       3,477       1,162
03 1987            0        .000       6,059         588
04 1988            0        .000       1,316         604
05 1989            0        .000       5,064       1,695
06 1990            0        .000       5,724       1,637
07 1991            0        .000       5,724         845
08 1992            0        .000       4,010       1,095
09 1993            0        .000       3,404       1,166
10 1994            0        .000       3,747       1,298
11 1995            0        .000       9,581       4,111
12 TOTAL           0         XXX      75,324      25,926

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 1986        6,129       2,629       3,500           6           1           4
03 1987       14,443       3,545      10,898       1,981         263       1,657
04 1988       13,133       3,126       9,999       1,183         119         663
05 1989       10,082       2,163       7,927       1,274         377         592
06 1990        7,977       1,480       6,497       3,625       1,479         718
07 1991        9,569       2,044       7,525       1,107         823         268
08 1992        7,471       3,221       4,250         911         356         739
09 1993        3,863       2,707       1,155         815           7         246
10 1994        4,823       2,970       1,861         184         162         446
11 1995        3,054       2,033       1,021          38         120          13
12 TOTAL         XXX         XXX         XXX      11,141       3,715       5,346

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 1986            1           0           0           8          12           0
03 1987           62           0         269       3,588         177           0
04 1988           85           0          95       1,728         125          14
05 1989           19           0         166       1,634         180           0
06 1990          238           0         329       2,956          89          50
07 1991          156           0         111         515         340         362
08 1992          351           0          27         970          83       1,114
09 1993            7           0         149       1,197          56         326
10 1994          207           0         230         490          85         687
11 1995           10           0          56         -23          41         106
12 TOTAL       1,147           0       1,439      13,071         XXX       2,668

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 1986            0           0           0           0           0           0
03 1987            0           0           0           0           0           0
04 1988            9           0           0           6           4           0
05 1989            0           3           0           0           0           0
06 1990           50          11           4           4           4           2
07 1991            4          73          13          21           1           5
08 1992          628          58          22          36           7           9
09 1993           30         133          63          42           7          21
10 1994          415         204         154         173         110          26
11 1995           42         660         197          59          16          40
12 TOTAL       1,187       1,150         453         341         150         103

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 1986            0           0           0           0           0          10
03 1987            0           0           0           0           2       3,914
04 1988            0           0           0           8           1       1,962
05 1989            0           0           0           3           0       2,035
06 1990            1           0           0           8           0       4,739
07 1991            3           0           4         442          10       1,957
08 1992            5           0           3         557           7       2,905
09 1993           12           0           6         417           9       1,755
10 1994           15           0           8         397          29       1,989
11 1995          110           0          27         527          22       1,013
12 TOTAL         146           0          49       2,376          87         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 1986            2           8        .163        .076        .229           0
03 1987          326       3,588      27.100       9.196      32.923           0
04 1988          217       1,745      14.939       6.942      17.452           0
05 1989          397       1,638      20.184      18.354      20.664           0
06 1990        1,774       2,965      59.408     119.865      45.636           0
07 1991        1,000         957      20.451      48.924      12.718           0
08 1992        1,370       1,535      38.884      42.533      36.118           0
09 1993          133       1,622      45.431       4.913     140.433           0
10 1994        1,101         888      41.240      37.071      47.716           0
11 1995          501         512      33.170      24.643      50.147           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 1986            0        .000           0           0
03 1987            0        .000           0           0
04 1988            0        .000           6           3
05 1989            0        .000           3           0
06 1990            0        .000           7           1
07 1991            0        .000         417          25
08 1992            0        .000         522          36
09 1993            0        .000         367          50
10 1994            0        .000         314          83
11 1995            0        .000         526           0
12 TOTAL           0         XXX       2,162         198

SCHEDULE P - PART 1S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
($000 OMITTED)
    1              PREMIUMS EARNED             LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN        2           3           4                         ALLOCATED LOSS
WHICH PRE-                                        LOSS PAYMENTS    EXP PAYMENTS
MIUMS WERE   DIRECT                    NET          5           6           7
EARNED AND     AND        CEDED      (2 - 3)     DIRECT                  DIRECT
LOSSES       ASSUMED                               AND        CEDED        AND
WERE INC                                         ASSUMED                 ASSUMED
01 PRIOR         XXX         XXX         XXX           0           0           0
02 1994            0           0           0           0           0           0
03 1995            0           0           0           0           0           0
04 TOTAL         XXX         XXX         XXX           0           0           0

SCHEDULE P - PART 1S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    1            LOSS AND LOSS EXPENSE PAYMENTS                    LOSSES UNPAID
YEARS IN   ALLOC LOSS       9          10          11          12     CASE BASIS
WHICH PRE-   EXPENSE                                      NUMBER OF
MIUMS WERE  PAYMENTS   SALVAGE   UNALLOCATED     TOTAL      CLAIMS         13
EARNED AND      8        AND         LOSS       NET PAID  REPORTED -     DIRECT
LOSSES        CEDED  SUBROGATION   EXPENSE    (5 - 6 + 7  DIRECT AND       AND
WERE INC               RECEIVED    PAYMENTS    - 8 + 10)    ASSUMED      ASSUMED
01 PRIOR           0           0           0           0         XXX           0
02 1994            0           0           0           0         XXX           0
03 1995            0           0           0           0         XXX           0
04 TOTAL           0           0           0           0         XXX           0

SCHEDULE P - PART 1S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    1   LOSSES UNPAID                          ALLOCATED LOSS EXPENSES UNPAID
YEARS IN  CASE BASIS       BULK  + IBNR            CASE  BASIS       BULK + IBNR
WHICH PRE-
MIUMS WERE     14          15          16          17          18          19
EARNED AND               DIRECT                  DIRECT                  DIRECT
LOSSES        CEDED        AND        CEDED        AND        CEDED        AND
WERE INC                 ASSUMED                 ASSUMED                 ASSUMED
01 PRIOR           0           0           0           0           0           0
02 1994            0           0           0           0           0           0
03 1995            0           0           0           0           0           0
04 TOTAL           0           0           0           0           0           0

SCHEDULE P - PART 1S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    1                      21          22          23          24   TOTAL LOSSES
YEARS IN  BULK + IBNR                                                & LOSS EXP
WHICH PRE-                                                NUMBER OF   INCURRED
MIUMS WERE     20      SALVAGE   UNALLOCATED     TOTAL      CLAIMS         25
EARNED AND               AND        LOSS      NET LOSSES OUTSTANDING     DIRECT
LOSSES        CEDED  SUBROGATION  EXPENSES    & EXPENSES  DIRECT AND       AND
WERE INC             ANTICIPATED   UNPAID       UNPAID      ASSUMED      ASSUMED
01 PRIOR           0           0           0           0           0         XXX
02 1994            0           0           0           0           0           0
03 1995            0           0           0           0           0           0
04 TOTAL           0           0           0           0           0         XXX

SCHEDULE P - PART 1S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    1      TOTAL LOSSES AND LOSS  LOSS AND LOSS EXPENSE PERCENTAGE  DISCOUNT FOR
YEARS IN     EXPENSES INCURRED       (INCURRED/PREMIUMS EARNED)      TIME VALUE
WHICH PRE-                                                            OF MONEY
MIUMS WERE     26          27          28          29          30          31
EARNED AND                           DIRECT
LOSSES         CEDED       NET*        AND         CEDED       NET         LOSS
WERE INC                             ASSUMED
01 PRIOR         XXX         XXX         XXX         XXX         XXX           0
02 1994            0           0        .000        .000        .000           0
03 1995            0           0        .000        .000        .000           0
04 TOTAL         XXX         XXX         XXX         XXX         XXX           0

SCHEDULE P - PART 1S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    1     DISCOUNT FOR     33       NET BALANCE SHEET
YEARS IN   TIME VALUE            RESERVES AFTER DISCOUNT
WHICH PRE-  OF MONEY    INTER-
MIUMS WERE     32      COMPANY         34          35
EARNED AND             POOLING                    LOSS
LOSSES       LOSS   PARTICIPATION     LOSSES    EXPENSES
WERE INC    EXPENSE   PERCENTAGE      UNPAID     UNPAID
01 PRIOR           0         XXX           0           0
02 1994            0        .000           0           0
03 1995            0        .000           0           0
04 TOTAL           0         XXX           0           0

SCHEDULE P - PART 2A             - HOMEOWNERS/FARMOWNERS
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR      17,919      20,106      19,415      20,219      21,384      21,069
02 1986       56,595      55,001      54,560      53,367      53,282      53,403
03 1987          XXX      42,008      43,710      42,608      42,822      43,065
04 1988          XXX         XXX      42,100      45,946      46,361      46,758
05 1989          XXX         XXX         XXX      60,606      64,933      64,952
06 1990          XXX         XXX         XXX         XXX      55,260      60,811
07 1991          XXX         XXX         XXX         XXX         XXX      63,148
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR      20,524      20,351      20,219      20,316          97         -35
02 1986       53,071      53,086      53,161      53,163           3          78
03 1987       42,604      42,440      42,356      42,379          23         -61
04 1988       46,168      46,211      46,313      46,384          71         173
05 1989       64,194      64,119      64,364      64,572         200         444
06 1990       58,039      58,617      59,018      59,373         355         756
07 1991       65,094      66,197      67,158      67,641         483       1,444
08 1992       57,128      55,459      55,994      56,840         846       1,373
09 1993          XXX      58,742      57,042      59,060       2,018         318
10 1994          XXX         XXX      61,756      61,019        -738         XXX
11 1995          XXX         XXX         XXX      62,836         XXX         XXX
12 TOTAL                                                       3,366       4,506

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR      88,574     111,607     117,343     116,962     116,305     116,300
02 1986      208,664     206,747     203,374     200,444     199,712     200,525
03 1987          XXX     213,532     212,109     212,968     214,794     213,779
04 1988          XXX         XXX     251,340     253,553     261,105     257,748
05 1989          XXX         XXX         XXX     308,340     303,896     296,650
06 1990          XXX         XXX         XXX         XXX     379,267     363,269
07 1991          XXX         XXX         XXX         XXX         XXX     414,081
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR     114,997     117,887     117,212     117,795         582         -92
02 1986      199,847     198,466     198,945     199,541         596       1,067
03 1987      212,918     213,173     212,990     212,535        -454        -638
04 1988      256,170     256,501     255,870     255,600        -271        -909
05 1989      295,047     296,051     295,646     295,581         -65        -479
06 1990      362,241     362,514     363,657     362,180      -1,486        -334
07 1991      396,713     390,056     388,265     388,695         438      -1,362
08 1992      484,260     453,070     445,880     445,396        -485      -7,675
09 1993          XXX     543,275     529,849     531,423       1,574     -11,845
10 1994          XXX         XXX     678,980     672,550      -6,430         XXX
11 1995          XXX         XXX         XXX     758,581         XXX         XXX
12 TOTAL                                                      -6,009     -22,257

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR     106,767     112,845     132,644     132,152     134,340     133,046
02 1986      106,946     107,623     102,235      99,813      99,317      98,314
03 1987          XXX     103,351     101,202      98,676     101,201      97,309
04 1988          XXX         XXX     101,819     101,416     106,236     103,943
05 1989          XXX         XXX         XXX     111,935     117,990     109,572
06 1990          XXX         XXX         XXX         XXX     105,301      97,036
07 1991          XXX         XXX         XXX         XXX         XXX      88,837
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR     130,554     127,097     126,130     125,952        -177      -1,145
02 1986       97,519      96,910      97,325      98,686       1,361       1,776
03 1987       97,075      95,375      94,942      95,216         280        -159
04 1988      107,692     106,308     105,501     105,126        -368      -1,182
05 1989      118,792     120,065     116,728     114,046      -2,674      -6,019
06 1990      108,845     105,042     106,719     102,071      -4,648      -2,971
07 1991       87,052      92,809      89,158      81,071      -8,087     -11,738
08 1992       79,247      87,808      89,143      77,238     -11,905     -10,569
09 1993          XXX     105,982      98,678      94,098      -4,580     -11,884
10 1994          XXX         XXX      94,747      90,016      -4,731         XXX
11 1995          XXX         XXX         XXX      88,003         XXX         XXX
12 TOTAL                                                     -35,540     -43,886

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR     499,448     527,991     554,412     577,752     579,304     586,244
02 1986      271,328     280,695     281,807     285,085     282,910     287,088
03 1987          XXX     278,375     280,092     282,996     277,654     279,233
04 1988          XXX         XXX     355,695     365,193     363,109     357,260
05 1989          XXX         XXX         XXX     313,178     347,792     340,316
06 1990          XXX         XXX         XXX         XXX     351,858     385,186
07 1991          XXX         XXX         XXX         XXX         XXX     327,493
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR     587,142     595,309     622,604     619,349      -3,255      24,040
02 1986      285,569     280,452     280,351     281,567       1,214       1,114
03 1987      282,973     276,304     276,713     276,888         174         584
04 1988      354,690     348,562     337,352     334,777      -2,575     -13,793
05 1989      337,719     330,642     329,776     330,055         278        -588
06 1990      376,429     363,685     355,950     353,566      -2,384     -10,119
07 1991      373,488     360,644     345,252     336,361      -8,891     -24,282
08 1992      336,432     336,837     317,673     292,078     -25,596     -44,759
09 1993          XXX     332,077     325,903     322,931      -2,963      -9,138
10 1994          XXX         XXX     365,516     349,473     -16,042         XXX
11 1995          XXX         XXX         XXX     309,169         XXX         XXX
12 TOTAL                                                     -60,046     -76,933

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR     155,533     185,871     204,693     222,561     217,516     221,099
02 1986      118,706     102,761      92,241      91,215      88,953      87,062
03 1987          XXX     112,925      98,809      94,736      93,109      96,573
04 1988          XXX         XXX     127,648     113,098     112,456     116,128
05 1989          XXX         XXX         XXX     128,411     125,324     118,908
06 1990          XXX         XXX         XXX         XXX     155,370     143,015
07 1991          XXX         XXX         XXX         XXX         XXX     162,856
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR     223,617     226,831     236,883     238,729       1,845      11,898
02 1986       87,015      85,898      88,007      89,128       1,122       3,230
03 1987       97,855      95,415      94,155      95,911       1,756         488
04 1988      116,443     119,941     116,496     116,370        -126      -3,570
05 1989      121,606     121,295     120,567     120,641          73        -653
06 1990      143,270     142,966     142,475     143,602       1,127         644
07 1991      145,588     142,906     146,982     142,661      -4,322        -244
08 1992      160,642     138,997     140,812     145,733       4,922       6,736
09 1993          XXX     115,044     110,619     104,638      -5,981     -10,415
10 1994          XXX         XXX     126,946     135,717       8,763         XXX
11 1995          XXX         XXX         XXX     135,334         XXX         XXX
12 TOTAL                                                       9,171       8,120

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR       1,643       1,840       2,146       2,144       2,172       2,154
02 1986            7           6           6           0           0           0
03 1987          XXX          12           0           1           1           1
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR       2,248       2,221       4,127       4,606         471       2,376
02 1986            0           0           0           0           0           0
03 1987            1           1         -13           1          13           0
04 1988            0           0           0           0           0           0
05 1989            0           0           0           0           0           0
06 1990            0           0          -1           0           1           0
07 1991            0           0           0           0           0           0
08 1992            0          -1          -1          -1           0           0
09 1993          XXX           0           0           0           0           0
10 1994          XXX         XXX           0           0           0         XXX
11 1995          XXX         XXX         XXX           0         XXX         XXX
12 TOTAL                                                         486       2,376

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987            0           0           0           0           0           0
04 1988            0           0           0           0           0           0
05 1989            0           0           0           0           0           0
06 1990            0           0           0           0           0           0
07 1991            0           0           0           0           0           0
08 1992            0           0           0           0           0           0
09 1993          XXX           0           0           0           0           0
10 1994          XXX         XXX         466         754         278         XXX
11 1995          XXX         XXX         XXX         829         XXX         XXX
12 TOTAL                                                         278           0

SCHEDULE P - PART 2G             - SPECIAL LIABILITY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR      11,366      11,260      10,507      11,069      11,469      10,835
02 1986        9,160      10,190       9,588       8,999       9,121       8,976
03 1987          XXX       8,543      10,081       9,963       9,571       9,815
04 1988          XXX         XXX       8,957       9,756      11,097      11,247
05 1989          XXX         XXX         XXX      10,156      11,766      12,275
06 1990          XXX         XXX         XXX         XXX      12,135      16,808
07 1991          XXX         XXX         XXX         XXX         XXX      14,809
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR      10,426      10,307      10,012      10,419         415         111
02 1986        8,935       9,043       8,988       9,084          96          41
03 1987        9,594       9,757       9,653       9,696          43         -62
04 1988       11,001      11,306      11,309      11,257         -52         -48
05 1989       12,360      12,806      13,111      13,138          27         324
06 1990       17,108      17,944      18,090      18,038         -52          94
07 1991       19,520      19,248      19,387      20,123         736         876
08 1992       21,853      27,628      27,417      27,490          73        -138
09 1993          XXX      27,253      32,085      33,031         946       5,778
10 1994          XXX         XXX      34,321      35,336       1,016         XXX
11 1995          XXX         XXX         XXX      32,810         XXX         XXX
12 TOTAL                                                       3,240       6,976

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR     246,964     244,617     261,090     308,092     348,521     342,862
02 1986      196,751     175,883     174,494     130,383     126,596     111,715
03 1987          XXX     165,165     149,853     137,134     123,853     106,834
04 1988          XXX         XXX     106,989     117,293     117,044     109,866
05 1989          XXX         XXX         XXX      78,527      82,736      77,708
06 1990          XXX         XXX         XXX         XXX      79,427      83,768
07 1991          XXX         XXX         XXX         XXX         XXX      98,746
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR     399,182     446,448     521,521     520,827        -703      74,379
02 1986      104,233      97,028      98,317      97,092      -1,225          64
03 1987      102,074      89,562      88,145      88,197          51      -1,367
04 1988      118,186     113,417     100,490      94,205      -6,285     -19,212
05 1989       77,782      73,283      66,022      68,163       2,139      -5,121
06 1990       77,294      81,506      65,325      59,354      -5,970     -22,152
07 1991       91,212      99,586      77,735      76,402      -1,324     -23,184
08 1992       76,695      92,630      82,156      65,222     -16,925     -27,408
09 1993          XXX      96,060      90,503      92,819       2,316      -3,240
10 1994          XXX         XXX      92,036     104,109      12,072         XXX
11 1995          XXX         XXX         XXX     121,897         XXX         XXX
12 TOTAL                                                     -15,854     -27,249

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         984         629         110         275         210         135
02 1986       10,441       7,154       6,777       4,409       3,224       2,204
03 1987          XXX      38,067      41,765      29,596      18,316      13,441
04 1988          XXX         XXX      46,121      33,159      31,539      28,778
05 1989          XXX         XXX         XXX      38,938      33,780      34,685
06 1990          XXX         XXX         XXX         XXX      54,594      50,313
07 1991          XXX         XXX         XXX         XXX         XXX      47,267
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         110          72          72          72           0           0
02 1986        1,766       1,494       1,496       1,447         -49         -47
03 1987       10,859       9,288       8,178       5,450      -2,729      -3,839
04 1988        9,477       8,080       7,217       7,496         279        -584
05 1989       30,466      23,537      15,678      14,975        -711      -8,570
06 1990       54,907      56,358      49,326      45,784      -3,534     -10,574
07 1991       46,880      44,143      21,752      17,511      -4,241     -26,633
08 1992       56,648      51,749      50,690      28,063     -22,627     -23,687
09 1993          XXX      68,578      68,999      62,780      -6,210      -5,797
10 1994          XXX         XXX      90,048      83,081      -6,967         XXX
11 1995          XXX         XXX         XXX      91,005         XXX         XXX
12 TOTAL                                                     -46,790     -79,722

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1994          XXX         XXX         XXX         XXX         XXX         XXX
03 1995          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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX      42,265      42,538      40,728      -1,818      -1,536
02 1994          XXX         XXX     150,169     165,960      15,783         XXX
03 1995          XXX         XXX         XXX     191,053         XXX         XXX
04 TOTAL                                                      13,973      -1,536

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1994          XXX         XXX         XXX         XXX         XXX         XXX
03 1995          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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX      40,373      26,066      24,953      -1,114     -15,420
02 1994          XXX         XXX     307,906     298,098      -9,809         XXX
03 1995          XXX         XXX         XXX     397,240         XXX         XXX
04 TOTAL                                                     -10,942     -14,148

SCHEDULE P - PART 2K             - FIDELITY, SURETY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1994          XXX         XXX         XXX         XXX         XXX         XXX
03 1995          XXX         XXX         XXX         XXX         XXX         XXX
04 TOTAL

SCHEDULE P - PART 2K             - FIDELITY, SURETY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX       3,350       8,155       1,757      -6,390      -1,585
02 1994          XXX         XXX       7,302       2,054      -5,248         XXX
03 1995          XXX         XXX         XXX      21,781         XXX         XXX
04 TOTAL                                                     -11,639      -1,585

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1994          XXX         XXX         XXX         XXX         XXX         XXX
03 1995          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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX       2,381       2,508       1,704        -804        -684
02 1994          XXX         XXX       2,244       2,547         295         XXX
03 1995          XXX         XXX         XXX       5,284         XXX         XXX
04 TOTAL                                                        -509        -684

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR       1,690       1,869       2,441       2,866       2,996       3,201
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR       4,316       5,139       3,636       3,694          58      -1,445
02 1986            0           0           0           0           0           0
03 1987            0           0           0           0           0           0
04 1988            0           0           0           0           0           0
05 1989            0           0           0           0           0           0
06 1990            0           0           0           0           0           0
07 1991            0           0           0           0           0           0
08 1992            0           0           0           0           0           0
09 1993          XXX           0           0           0           0           0
10 1994          XXX         XXX           0           0           0         XXX
11 1995          XXX         XXX         XXX           0         XXX         XXX
12 TOTAL                                                          58      -1,445

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 1988          XXX         XXX           0           0           0           0
02 1989          XXX         XXX         XXX           0           0           0
03 1990          XXX         XXX         XXX         XXX           0           0
04 1991          XXX         XXX         XXX         XXX         XXX           0
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX
07 1994          XXX         XXX         XXX         XXX         XXX         XXX
08 1995          XXX         XXX         XXX         XXX         XXX         XXX
09 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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 1988            0           0           0           0           0           0
02 1989            0           0           0           0           0           0
03 1990            0           0           0           0           0           0
04 1991            0           0           0           0           0           0
05 1992            0           0           0           0           0           0
06 1993          XXX           0           0           0           0         XXX
07 1994          XXX         XXX           0           0           0         XXX
08 1995          XXX         XXX         XXX           0         XXX         XXX
09 TOTAL                                                           0           0

SCHEDULE P - PART 2O             - REINSURANCE B
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 1988          XXX         XXX           0           0           0           0
02 1989          XXX         XXX         XXX           0           0           0
03 1990          XXX         XXX         XXX         XXX           0           0
04 1991          XXX         XXX         XXX         XXX         XXX           0
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX
07 1994          XXX         XXX         XXX         XXX         XXX         XXX
08 1995          XXX         XXX         XXX         XXX         XXX         XXX
09 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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 1988            0           0           0           0           0           0
02 1989            0           0           0           0           0           0
03 1990            0           0           0           0           0           0
04 1991            0           0           0           0           0           0
05 1992            0           0           0           0           0           0
06 1993          XXX           0           0           0           0         XXX
07 1994          XXX         XXX           0           0           0         XXX
08 1995          XXX         XXX         XXX           0         XXX         XXX
09 TOTAL                                                           0           0

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 1988          XXX         XXX           0           0           0           0
02 1989          XXX         XXX         XXX           0           0           0
03 1990          XXX         XXX         XXX         XXX           0           0
04 1991          XXX         XXX         XXX         XXX         XXX           0
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX
07 1994          XXX         XXX         XXX         XXX         XXX         XXX
08 1995          XXX         XXX         XXX         XXX         XXX         XXX
09 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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 1988            0           0           0           0           0           0
02 1989            0           0           0           0           0           0
03 1990            0           0           0           0           0           0
04 1991            0           0           0           0           0           0
05 1992            0           0           0           0           0           0
06 1993          XXX           0           0           0           0         XXX
07 1994          XXX         XXX           0           0           0         XXX
08 1995          XXX         XXX         XXX           0         XXX         XXX
09 TOTAL                                                           0           0

SCHEDULE P - PART 2Q             - REINSURANCE D
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR       1,392       2,296       2,933     244,914       4,735       5,056
02 1986        2,085       1,970       2,892       3,104       3,223       3,175
03 1987          XXX       6,560      10,174      10,460      10,527      10,458
04 1988

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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR       5,943       5,859       6,158       8,317       2,159       2,458
02 1986        3,074       3,673       3,673       2,296      -1,377      -1,377
03 1987       10,459      10,459      10,457      10,458           1          -1
04 1988                                                          783       1,080

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR      29,414      34,331      43,887      44,438      39,339      47,480
02 1986       47,413      45,863      44,066      39,509      30,320      27,913
03 1987          XXX      40,347      36,661      36,188      26,992      18,178
04 1988          XXX         XXX      40,426      17,421      21,155      20,891
05 1989          XXX         XXX         XXX      13,667      10,753      12,535
06 1990          XXX         XXX         XXX         XXX      10,847      13,954
07 1991          XXX         XXX         XXX         XXX         XXX       8,390
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR      49,516      61,864      73,039      71,288      -1,750       9,425
02 1986       26,023      24,472      25,469      24,306      -1,162        -165
03 1987       12,699      11,895      12,552      15,794       3,242       3,899
04 1988        9,224      10,457      10,995       9,363      -1,640      -1,103
05 1989        8,850      10,529       8,616      10,905       2,289         376
06 1990       11,374      13,461      10,278       9,347        -930      -4,114
07 1991        6,221       9,424       7,300       7,988         688      -1,436
08 1992        3,117       6,747       6,224       6,984         752         237
09 1993          XXX       4,243       5,016       4,368        -648         133
10 1994          XXX         XXX       7,659       5,053      -2,606         XXX
11 1995          XXX         XXX         XXX      12,496         XXX         XXX
12 TOTAL                                                      -1,767       7,252

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         145         102         111          21          13           5
02 1986        2,528       2,161       1,609       1,281         788         365
03 1987          XXX      10,677       7,794      10,524      10,663      10,107
04 1988          XXX         XXX       6,162       8,023       8,587       7,992
05 1989          XXX         XXX         XXX       6,119       5,609       5,669
06 1990          XXX         XXX         XXX         XXX       4,195       3,990
07 1991          XXX         XXX         XXX         XXX         XXX       5,013
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR           3           0           0           0           0           0
02 1986          203           7           7           8           1           1
03 1987        8,509       4,027       3,905       3,320        -594        -715
04 1988        7,636       2,720       1,653       1,642         -11      -1,078
05 1989        5,539       2,562       1,463       1,463           0      -1,090
06 1990        4,190       3,314       2,709       2,635         -73        -679
07 1991        5,529       1,853       1,162         843        -319      -1,010
08 1992        3,452       2,471       1,573       1,505         -69        -973
09 1993          XXX       1,905       1,504       1,458         -46        -439
10 1994          XXX         XXX         877         649        -220         XXX
11 1995          XXX         XXX         XXX         421         XXX         XXX
12 TOTAL                                                      -1,340      -5,984

SCHEDULE P - PART 2S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1994          XXX         XXX         XXX         XXX         XXX         XXX
03 1995          XXX         XXX         XXX         XXX         XXX         XXX
04 TOTAL

SCHEDULE P - PART 2S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    1  INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995     ONE YEAR    TWO YEAR
LOSSES WERE                                              DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR         XXX           0           0           0           0           0
02 1994          XXX         XXX           0           0           0         XXX
03 1995          XXX         XXX         XXX           0         XXX         XXX
04 TOTAL                                                           0           0

SCHEDULE P - PART 3A             - HOMEOWNERS/FARMOWNERS
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR           0       7,390      12,887      15,596      17,094      18,092
02 1986       35,399      48,069      50,620      52,003      52,520      52,759
03 1987          XXX      26,642      37,927      40,429      41,797      42,279
04 1988          XXX         XXX      29,202      41,834      44,344      45,149
05 1989          XXX         XXX         XXX      42,501      58,949      61,309
06 1990          XXX         XXX         XXX         XXX      37,502      54,048
07 1991          XXX         XXX         XXX         XXX         XXX      44,356
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR      18,355      18,528      18,637      18,854         424         123
02 1986       52,914      53,023      53,149      53,152      30,786         808
03 1987       42,376      42,318      42,300      42,345      22,293         598
04 1988       45,610      45,923      46,053      46,369      21,232         698
05 1989       62,490      63,163      64,101      64,401      29,555       1,247
06 1990       56,092      57,591      58,641      59,004      24,224       1,383
07 1991       59,863      64,652      66,084      66,894      27,364       1,026
08 1992       36,701      50,850      53,582      55,356      21,357         859
09 1993          XXX      40,058      52,935      56,417      20,795       2,325
10 1994          XXX         XXX      43,617      57,546      22,632       4,851
11 1995          XXX         XXX         XXX      44,775      17,479       3,276

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR           0      60,771      88,307     103,194     108,487     109,984
02 1986       81,481     150,953     177,622     191,065     196,328     197,964
03 1987          XXX      85,415     159,210     186,837     201,683     208,551
04 1988          XXX         XXX     101,708     189,339     227,870     245,403
05 1989          XXX         XXX         XXX     115,407     221,016     262,427
06 1990          XXX         XXX         XXX         XXX     145,989     267,498
07 1991          XXX         XXX         XXX         XXX         XXX     160,362
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR     111,944     112,254     112,452     113,245           6           1
02 1986      198,054     198,766     199,249     199,272      73,075      26,536
03 1987      210,805     212,045     212,521     212,771      71,675      26,913
04 1988      251,980     254,139     255,252     255,461      86,382      30,925
05 1989      283,768     290,554     293,614     293,965     125,822      48,224
06 1990      318,313     344,465     354,132     357,537     145,606      58,769
07 1991      297,485     352,297     373,536     383,027     158,925      59,319
08 1992      182,458     344,583     403,479     426,003     170,651      64,001
09 1993          XXX     223,178     415,480     483,443     201,632      80,859
10 1994          XXX         XXX     287,892     533,024     250,700     104,820
11 1995          XXX         XXX         XXX     313,473     184,732      79,120

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR           0      49,581      79,317     102,554     111,605     114,641
02 1986       16,724      44,979      62,954      79,284      88,174      92,772
03 1987          XXX      16,544      43,887      62,682      79,180      86,147
04 1988          XXX         XXX      18,821      46,711      69,932      84,546
05 1989          XXX         XXX         XXX      22,090      52,569      80,492
06 1990          XXX         XXX         XXX         XXX      18,599      46,515
07 1991          XXX         XXX         XXX         XXX         XXX      16,658
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR     115,953     116,401     115,489     115,662          84         196
02 1986       93,914      94,994      95,463      95,840      15,701       2,978
03 1987       91,311      93,111      93,947      94,127      14,858       2,790
04 1988       96,841     101,351     103,654     104,195      15,727       3,582
05 1989       96,126     107,320     111,750     112,911      17,020       4,591
06 1990       73,654      89,136      95,366      98,855      15,151       3,807
07 1991       41,816      56,193      64,765      70,256      13,170       3,597
08 1992       14,486      35,313      50,236      60,547      12,730       4,081
09 1993          XXX      15,407      35,837      63,337      14,704       6,102
10 1994          XXX         XXX      17,427      40,579      15,881       7,481
11 1995          XXX         XXX         XXX      22,052      10,664       4,037

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR           0     154,604     258,384     333,025     380,975     421,622
02 1986       56,064     129,701     183,884     219,180     239,128     253,291
03 1987          XXX      51,104     129,446     182,804     216,932     237,859
04 1988          XXX         XXX      56,978     141,390     201,784     240,107
05 1989          XXX         XXX         XXX      59,077     150,052     218,352
06 1990          XXX         XXX         XXX         XXX      72,446     183,139
07 1991          XXX         XXX         XXX         XXX         XXX      72,943
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR     447,018     462,307     480,505     496,914         293          87
02 1986      260,373     265,021     268,340     270,497      74,097       3,312
03 1987      250,426     258,331     262,474     265,311      71,092       3,967
04 1988      261,410     273,392     288,318     292,404      72,582       4,666
05 1989      256,485     276,718     288,737     296,875      65,960       4,031
06 1990      253,572     292,577     311,580     323,158      65,222       5,188
07 1991      175,902     242,043     277,652     294,879      57,411       4,529
08 1992       65,738     155,130     211,387     237,922      54,629       4,095
09 1993          XXX      63,493     140,328     190,008      50,004       3,834
10 1994          XXX         XXX      65,541     154,790      51,189       4,259
11 1995          XXX         XXX         XXX      65,815      35,216       2,977

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR           0      64,320     110,987     153,178     182,879     198,759
02 1986       20,742      38,482      49,595      61,798      70,448      76,289
03 1987          XXX      23,354      46,705      59,012      69,554      78,853
04 1988          XXX         XXX      29,672      57,416      69,755      83,124
05 1989          XXX         XXX         XXX      30,117      62,077      79,167
06 1990          XXX         XXX         XXX         XXX      38,153      71,907
07 1991          XXX         XXX         XXX         XXX         XXX      47,163
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR     207,389     212,042     218,019     220,976         562         296
02 1986       80,181      82,195      84,660      86,633      12,247       2,008
03 1987       86,374      89,327      91,741      92,776      11,133       1,807
04 1988       90,106     100,913     109,565     112,542      12,284       2,101
05 1989       89,731      99,517     108,485     113,686      13,784       2,169
06 1990       92,158     104,898     117,422     123,387      13,856       2,512
07 1991       83,701     100,647     113,968     121,601      13,191       2,583
08 1992       44,118      82,139      97,021     110,572      11,342       2,879
09 1993          XXX      33,199      55,173      68,600      10,675       3,076
10 1994          XXX         XXX      46,653      85,031      11,637       3,462
11 1995          XXX         XXX         XXX      42,814       7,728       1,987

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR           0          52          80         130         172         172
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           1           1           1
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR         171         173         375       1,082           0           0
02 1986            0           0           0           0           0           0
03 1987            1           1         -13           1           0           0
04 1988            0           0           0           0           0           0
05 1989            0           0           0           0           0           0
06 1990            0           0          -1           0           0           0
07 1991            0           0           0           0           0           0
08 1992            0          -1          -1          -1           0           0
09 1993          XXX           0           0           0           0           0
10 1994          XXX         XXX           0           0           0           0
11 1995          XXX         XXX         XXX           0           0           0

SCHEDULE P - PART 3F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995   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 1986            0           0           0           0           0           0
03 1987            0           0           0           0           0           0
04 1988            0           0           0           0           0           0
05 1989            0           0           0           0           0           0
06 1990            0           0           0           0           0           0
07 1991            0           0           0           0           0           0
08 1992            0           0           0           0           0           0
09 1993          XXX           0           0           0           0           0
10 1994          XXX         XXX           9          80           1           0
11 1995          XXX         XXX         XXX         205           2           1

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR           0       2,915       4,048       5,477       6,387       6,494
02 1986        3,613       7,733       8,206       8,517       8,710       8,727
03 1987          XXX       3,913       7,735       8,737       9,105       9,533
04 1988          XXX         XXX       3,490       8,224       9,524       9,896
05 1989          XXX         XXX         XXX       4,046      10,822      11,121
06 1990          XXX         XXX         XXX         XXX       5,670      13,852
07 1991          XXX         XXX         XXX         XXX         XXX       7,708
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR       6,686       6,700       7,173       7,404         XXX         XXX
02 1986        8,805       8,897       8,843       8,928         XXX         XXX
03 1987        9,476       9,581       9,499       9,538         XXX         XXX
04 1988       10,216      10,341      10,915      10,942         XXX         XXX
05 1989       11,798      12,179      12,337      12,676         XXX         XXX
06 1990       15,448      16,849      17,482      17,474         XXX         XXX
07 1991       16,410      17,755      18,363      18,948         XXX         XXX
08 1992       13,652      23,716      24,994      26,199         XXX         XXX
09 1993          XXX      17,909      27,623      29,813         XXX         XXX
10 1994          XXX         XXX      13,559      27,440         XXX         XXX
11 1995          XXX         XXX         XXX      12,456         XXX         XXX

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR           0      53,454      98,408     135,962     191,089     221,930
02 1986        3,519      14,848      32,178      49,140      63,782      72,157
03 1987          XXX       3,675      15,093      35,319      49,540      56,204
04 1988          XXX         XXX       1,736      17,586      29,217      42,048
05 1989          XXX         XXX         XXX       1,165       9,089      11,831
06 1990          XXX         XXX         XXX         XXX       1,489       4,382
07 1991          XXX         XXX         XXX         XXX         XXX      -4,800
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR     256,493     297,676     334,606     356,680       4,318       4,518
02 1986       78,818      82,991      86,892      86,888       6,794       3,551
03 1987       65,511      75,441      79,356      79,857       5,601       2,317
04 1988       61,504      68,379      76,631      77,761       4,559       1,725
05 1989       26,959      37,859      42,748      45,397       3,707       1,605
06 1990       16,959      26,964      32,668      36,765       3,177       1,528
07 1991       11,305      21,572      33,568      41,963       3,038       1,367
08 1992        5,172      11,868      24,062      30,172       4,184       1,382
09 1993          XXX       3,241       9,961      22,288       3,943       1,411
10 1994          XXX         XXX         513      18,637       3,395       1,630
11 1995          XXX         XXX         XXX      12,083       1,055         806

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR           0           4          28          58          71          71
02 1986           88         323         720       1,280       1,342       1,408
03 1987          XXX         189       3,460       3,630       5,595       6,734
04 1988          XXX         XXX       1,599       2,227       2,993       3,716
05 1989          XXX         XXX         XXX         727       2,497       5,667
06 1990          XXX         XXX         XXX         XXX         520       5,681
07 1991          XXX         XXX         XXX         XXX         XXX       1,827
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR          71          72          72          72          12          18
02 1986        1,426       1,431       1,444       1,447          41          60
03 1987        6,583       7,818       7,880       5,428         191         252
04 1988        5,669       6,604       7,030       7,531         112         166
05 1989        7,681       9,727      12,388      13,970          87         168
06 1990       18,452      21,607      31,769      41,540         112         200
07 1991        3,096       5,488       6,411       9,164         124         294
08 1992          785       9,816      15,932      18,844         108         246
09 1993          XXX         159       5,010       8,608         148         276
10 1994          XXX         XXX       3,412      30,063          93         314
11 1995          XXX         XXX         XXX      -3,806          31           3

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1994          XXX         XXX         XXX         XXX         XXX         XXX
03 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR         XXX           0      23,874      29,704         XXX         XXX
02 1994          XXX         XXX      93,049     135,489         XXX         XXX
03 1995          XXX         XXX         XXX     103,291         XXX         XXX

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1994          XXX         XXX         XXX         XXX         XXX         XXX
03 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR         XXX           0      20,802      19,597     144,035      45,366
02 1994          XXX         XXX     267,418     299,726     233,758      77,341
03 1995          XXX         XXX         XXX     352,217     218,947      65,809

SCHEDULE P - PART 3K             - FIDELITY, SURETY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1994          XXX         XXX         XXX         XXX         XXX         XXX
03 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3K             - FIDELITY, SURETY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR         XXX           0       5,303       4,761         XXX         XXX
02 1994          XXX         XXX       1,670       3,050         XXX         XXX
03 1995          XXX         XXX         XXX       2,612         XXX         XXX

SCHEDULE P - PART 3L             - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1994          XXX         XXX         XXX         XXX         XXX         XXX
03 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR         XXX           0         653         845         XXX         XXX
02 1994          XXX         XXX          64         888         XXX         XXX
03 1995          XXX         XXX         XXX        -102         XXX         XXX

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR           0          74         505         970       1,154       1,309
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR       1,660       1,775        -458          77         XXX         XXX
02 1986            0           0           0           0         XXX         XXX
03 1987            0           0           0           0         XXX         XXX
04 1988            0           0           0           0         XXX         XXX
05 1989            0           0           0           0         XXX         XXX
06 1990            0           0           0           0         XXX         XXX
07 1991            0           0           0           0         XXX         XXX
08 1992            0           0           0           0         XXX         XXX
09 1993          XXX           0           0           0         XXX         XXX
10 1994          XXX         XXX           0           0         XXX         XXX
11 1995          XXX         XXX         XXX           0         XXX         XXX

SCHEDULE P - PART 3N             - REINSURANCE A
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 1988          XXX         XXX           0           0           0           0
02 1989          XXX         XXX         XXX           0           0           0
03 1990          XXX         XXX         XXX         XXX           0           0
04 1991          XXX         XXX         XXX         XXX         XXX           0
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX
07 1994          XXX         XXX         XXX         XXX         XXX         XXX
08 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 1988            0           0           0           0         XXX         XXX
02 1989            0           0           0           0         XXX         XXX
03 1990            0           0           0           0         XXX         XXX
04 1991            0           0           0           0         XXX         XXX
05 1992            0           0           0           0         XXX         XXX
06 1993          XXX           0           0           0         XXX         XXX
07 1994          XXX         XXX           0           0         XXX         XXX
08 1995          XXX         XXX         XXX           0         XXX         XXX

SCHEDULE P - PART 3O             - REINSURANCE B
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 1988          XXX         XXX           0           0           0           0
02 1989          XXX         XXX         XXX           0           0           0
03 1990          XXX         XXX         XXX         XXX           0           0
04 1991          XXX         XXX         XXX         XXX         XXX           0
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX
07 1994          XXX         XXX         XXX         XXX         XXX         XXX
08 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 1988            0           0           0           0         XXX         XXX
02 1989            0           0           0           0         XXX         XXX
03 1990            0           0           0           0         XXX         XXX
04 1991            0           0           0           0         XXX         XXX
05 1992            0           0           0           0         XXX         XXX
06 1993          XXX           0           0           0         XXX         XXX
07 1994          XXX         XXX           0           0         XXX         XXX
08 1995          XXX         XXX         XXX           0         XXX         XXX

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 1988          XXX         XXX           0           0           0           0
02 1989          XXX         XXX         XXX           0           0           0
03 1990          XXX         XXX         XXX         XXX           0           0
04 1991          XXX         XXX         XXX         XXX         XXX           0
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX
07 1994          XXX         XXX         XXX         XXX         XXX         XXX
08 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 1988            0           0           0           0         XXX         XXX
02 1989            0           0           0           0         XXX         XXX
03 1990            0           0           0           0         XXX         XXX
04 1991            0           0           0           0         XXX         XXX
05 1992            0           0           0           0         XXX         XXX
06 1993          XXX           0           0           0         XXX         XXX
07 1994          XXX         XXX           0           0         XXX         XXX
08 1995          XXX         XXX         XXX           0         XXX         XXX

SCHEDULE P - PART 3Q             - REINSURANCE D
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR           0         347         546        -303         801       1,177
02 1986            0         317         481         692       1,005       1,024
03 1987          XXX        -127       3,519      10,460       9,597      10,396

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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR       2,283       2,869       3,111       3,683         XXX         XXX
02 1986        1,773       1,774       1,879       1,914         XXX         XXX
03 1987        8,392       9,324       9,166       9,061         XXX         XXX

SCHEDULE P - PART 3R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR           0       7,527      13,250      15,870      23,466      28,497
02 1986          201       1,028       3,187       6,276      11,147      14,584
03 1987          XXX         199         908       2,104       3,068       4,965
04 1988          XXX         XXX       1,243       1,464       3,068       6,213
05 1989          XXX         XXX         XXX          50         899       1,098
06 1990          XXX         XXX         XXX         XXX         399        -234
07 1991          XXX         XXX         XXX         XXX         XXX        -110
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995   NUMBER OF   NUMBER OF
LOSSES WERE                                              CLMS CLOSED CLMS CLOSED
INCURRED                                                  WITH LOSS WITHOUT LOSS
                                                           PAYMENT     PAYMENT
01 PRIOR      33,167      35,924      34,779      35,133         182         785
02 1986       16,415      18,603      18,949      20,089         394         458
03 1987        4,915       6,626       8,573       9,272         268         270
04 1988        2,357       3,574       5,356       7,717         179         139
05 1989        2,265       3,364       3,796       4,350         127         117
06 1990         -610         903       1,169       2,406         218         109
07 1991         -869         426       1,174       1,542         223         120
08 1992          -98         290         980       2,103         162          73
09 1993          XXX         -64          35          47         206          65
10 1994          XXX         XXX         143         321         164          52
11 1995          XXX         XXX         XXX         244         138          33

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1986            0           6           7           7           9           9
03 1987          XXX          47         883       1,836       2,433       3,322
04 1988          XXX         XXX         168         425         835       1,370
05 1989          XXX         XXX         XXX          41         188       1,174
06 1990          XXX         XXX         XXX         XXX          44         915
07 1991          XXX         XXX         XXX         XXX         XXX         100
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995   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 1986            9           7           7           8           2          10
03 1987        3,321       3,403       3,403       3,320         120          56
04 1988        1,523       1,628       1,633       1,633          75          48
05 1989        1,454       1,466       1,455       1,460         118          64
06 1990        2,113       2,108       2,678       2,628          53          37
07 1991        1,066         144         359         397         278          50
08 1992          160         671         842         943          49          26
09 1993          XXX          69         204       1,047          34          14
10 1994          XXX         XXX           2         260          47           9
11 1995          XXX         XXX         XXX         -78          17           2

SCHEDULE P - PART 3S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1994          XXX         XXX         XXX         XXX         XXX         XXX
03 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 3S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    1    CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995   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 1994          XXX         XXX           0           0         XXX         XXX
03 1995          XXX         XXX         XXX           0         XXX         XXX

SCHEDULE P - PART 4A             - HOMEOWNERS/FARMOWNERS
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END ($000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR       3,124       1,314         991       1,221         912         608
02 1986       10,114       2,721       1,570         451         420         356
03 1987          XXX       4,465       2,138         397         398         453
04 1988          XXX         XXX       4,186       1,278         749         813
05 1989          XXX         XXX         XXX      11,301       1,847       1,168
06 1990          XXX         XXX         XXX         XXX       7,567       2,254
07 1991          XXX         XXX         XXX         XXX         XXX       7,529
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR         362         333         246         249
02 1986           43          17          12          12
03 1987           99          72          -4           0
04 1988          -12           9          -8          -1
05 1989           -8         -94         -37          -5
06 1990         -557         -12        -102         -51
07 1991          709         234        -140         -29
08 1992       13,252         594        -124         -71
09 1993          XXX       9,847         788         -94
10 1994          XXX         XXX      10,280       1,119
11 1995          XXX         XXX         XXX       8,764

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR      12,707      12,249       7,495       2,115       1,214         445
02 1986       42,458      18,294       9,026       3,240         956       1,540
03 1987          XXX      41,116      14,325       6,412       2,894       1,182
04 1988          XXX         XXX      52,273      17,618       9,462       2,736
05 1989          XXX         XXX         XXX      73,655      24,460       6,365
06 1990          XXX         XXX         XXX         XXX      95,750      28,835
07 1991          XXX         XXX         XXX         XXX         XXX     100,408
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR          47         854         903         838
02 1986          794        -885        -567          50
03 1987           51          18        -112        -542
04 1988          516         831         -44        -166
05 1989        1,209         729          22         -30
06 1990       10,754       5,946       4,289         493
07 1991       34,982      10,602       2,892         490
08 1992      120,061      35,739      14,114       5,996
09 1993          XXX     112,743      33,615      11,938
10 1994          XXX         XXX     130,847      35,211
11 1995          XXX         XXX         XXX     147,562

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR      21,630      12,842       9,873       6,937       4,133       3,234
02 1986       40,974      27,187      14,441       8,975       3,664       3,094
03 1987          XXX      42,593      24,931      15,343       9,878       4,569
04 1988          XXX         XXX      36,559      19,417      11,589       4,960
05 1989          XXX         XXX         XXX      36,316      20,786       6,598
06 1990          XXX         XXX         XXX         XXX      39,785      16,538
07 1991          XXX         XXX         XXX         XXX         XXX      42,162
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR       2,433         506         684         823
02 1986        2,278       1,459       1,497       2,786
03 1987        2,565       1,008         506         995
04 1988        3,906       2,031         209         -22
05 1989        8,699       5,984       2,242         534
06 1990       14,990       4,918       5,505       1,787
07 1991       22,338      19,232      14,765       6,111
08 1992       32,955      27,064      22,007       8,399
09 1993          XXX      54,535      28,005      12,630
10 1994          XXX         XXX      38,346      18,474
11 1995          XXX         XXX         XXX      30,171

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR      72,683      54,725      44,190      49,705      34,390      26,318
02 1986       87,399      48,569      27,924      20,007      14,679      11,940
03 1987          XXX      85,751      34,637      24,607      19,294      14,624
04 1988          XXX         XXX     110,137      50,338      35,976      29,657
05 1989          XXX         XXX         XXX      96,353      51,114      31,674
06 1990          XXX         XXX         XXX         XXX      96,771      55,160
07 1991          XXX         XXX         XXX         XXX         XXX      83,929
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR      19,887      17,293      19,041      14,961
02 1986        8,303       2,147       1,814       1,420
03 1987       12,865       5,075       2,890       2,599
04 1988       25,494      18,354       3,730       2,988
05 1989       23,695      13,397       7,463       5,162
06 1990       33,770      18,446       9,978       6,851
07 1991       51,943      30,583      15,042       7,931
08 1992       94,868      63,417      38,312      11,044
09 1993          XXX     108,984      84,109      68,266
10 1994          XXX         XXX     110,444      78,671
11 1995          XXX         XXX         XXX      84,806

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR      38,439      30,511      25,655      29,730      11,630       5,684
02 1986       71,661      42,254      22,243      12,664       7,659       4,505
03 1987          XXX      67,563      31,523      16,269       7,660       5,779
04 1988          XXX         XXX      63,356      33,308      18,108      14,148
05 1989          XXX         XXX         XXX      56,360      28,134      14,464
06 1990          XXX         XXX         XXX         XXX      73,887      29,172
07 1991          XXX         XXX         XXX         XXX         XXX      71,469
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR       2,977       2,819      11,588      11,454
02 1986        1,305         594       1,031       1,029
03 1987        4,545       2,362         408         464
04 1988        9,236       6,476         463        -178
05 1989        7,889       6,233       2,105         967
06 1990       21,781      16,364      12,456      10,666
07 1991       29,894      19,724      16,739       8,876
08 1992       64,303      26,029      17,815      13,427
09 1993          XXX      57,408      31,395      15,979
10 1994          XXX         XXX      40,251      18,558
11 1995          XXX         XXX         XXX      42,880

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR       1,455       1,377       1,399       1,409       1,409       1,395
02 1986            7           6           6           0           0           0
03 1987          XXX          12           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR       1,395       1,392       1,384       1,384
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           0           0
11 1995          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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           0           0
11 1995          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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR       2,989       2,739       2,763       2,499       2,543       2,056
02 1986        1,376         717         430         -63         110          71
03 1987          XXX       1,029         235         -35          54          75
04 1988          XXX         XXX       1,219         146         573         615
05 1989          XXX         XXX         XXX         745         -27          39
06 1990          XXX         XXX         XXX         XXX         118          79
07 1991          XXX         XXX         XXX         XXX         XXX         347
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR       1,879       1,446       1,265       1,277
02 1986            4          11          10          10
03 1987           30          21          20          37
04 1988          459         595          92          70
05 1989          -49          65          62          73
06 1990         -179          82         159         131
07 1991           16         106         237         205
08 1992        1,059        -458        -416        -180
09 1993          XXX         164      -1,536        -819
10 1994          XXX         XXX         401      -1,279
11 1995          XXX         XXX         XXX       7,343

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR      93,532      58,576      47,149      60,508      51,726      50,985
02 1986      170,250     132,641     117,821      62,360      48,669      28,957
03 1987          XXX     144,548     110,923      80,178      55,378      38,547
04 1988          XXX         XXX      92,601      80,250      70,470      56,065
05 1989          XXX         XXX         XXX      66,748      55,426      48,969
06 1990          XXX         XXX         XXX         XXX      72,126      68,918
07 1991          XXX         XXX         XXX         XXX         XXX      95,940
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR      47,434      45,106      83,026      84,839
02 1986       17,479       8,297       8,166       6,898
03 1987       25,444       9,192       5,255       4,792
04 1988       46,024      39,646      21,531      14,287
05 1989       38,404      32,548      19,623      20,878
06 1990       45,388      45,240      27,073      19,226
07 1991       60,525      58,820      32,652      26,048
08 1992       61,200      57,152      44,699      28,002
09 1993          XXX      84,851      60,757      48,815
10 1994          XXX         XXX      78,777      58,910
11 1995          XXX         XXX         XXX      87,166

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         959         545          45         212         139          64
02 1986       10,098       6,305       5,546       3,013       1,839         787
03 1987          XXX      31,352      26,846      22,540      12,378       6,499
04 1988          XXX         XXX      33,022      23,518      22,443      20,773
05 1989          XXX         XXX         XXX      20,724      17,445      12,521
06 1990          XXX         XXX         XXX         XXX      12,289       6,732
07 1991          XXX         XXX         XXX         XXX         XXX      30,774
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR          39           0           0           0
02 1986          340           0           0           0
03 1987        2,736       1,443          12           0
04 1988        1,702         307          12           0
05 1989        6,013         967          24           0
06 1990       11,731       2,355         128          35
07 1991       32,825      29,763       6,051       2,426
08 1992       41,298      28,740      27,864       4,768
09 1993          XXX      51,077      40,011      35,914
10 1994          XXX         XXX      44,763      18,773
11 1995          XXX         XXX         XXX      64,183

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1994          XXX         XXX         XXX         XXX         XXX         XXX
03 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR         XXX      19,823       7,436       5,289
02 1994          XXX         XXX       9,086       1,713
03 1995          XXX         XXX         XXX      22,785

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1994          XXX         XXX         XXX         XXX         XXX         XXX
03 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR         XXX      18,186       3,602       2,321
02 1994          XXX         XXX      20,940        -344
03 1995          XXX         XXX         XXX      19,225

SCHEDULE P - PART 4K             - FIDELITY, SURETY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END ($000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1994          XXX         XXX         XXX         XXX         XXX         XXX
03 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4K             - FIDELITY, SURETY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END ($000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR         XXX       2,131       5,533        -410
02 1994          XXX         XXX       3,597        -276
03 1995          XXX         XXX         XXX       9,187

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1994          XXX         XXX         XXX         XXX         XXX         XXX
03 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR         XXX       1,305       1,387         582
02 1994          XXX         XXX       2,027       1,442
03 1995          XXX         XXX         XXX       5,361

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         158          27          32          34          44          50
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR         456         852       1,334       1,315
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           0           0
11 1995          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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 1988          XXX         XXX           0           0           0           0
02 1989          XXX         XXX         XXX           0           0           0
03 1990          XXX         XXX         XXX         XXX           0           0
04 1991          XXX         XXX         XXX         XXX         XXX           0
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX
07 1994          XXX         XXX         XXX         XXX         XXX         XXX
08 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991            0           0           0           0
05 1992            0           0           0           0
06 1993          XXX           0           0           0
07 1994          XXX         XXX           0           0
08 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 4O             - REINSURANCE B
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END ($000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 1988          XXX         XXX           0           0           0           0
02 1989          XXX         XXX         XXX           0           0           0
03 1990          XXX         XXX         XXX         XXX           0           0
04 1991          XXX         XXX         XXX         XXX         XXX           0
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX
07 1994          XXX         XXX         XXX         XXX         XXX         XXX
08 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991            0           0           0           0
05 1992            0           0           0           0
06 1993          XXX           0           0           0
07 1994          XXX         XXX           0           0
08 1995          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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 1988          XXX         XXX           0           0           0           0
02 1989          XXX         XXX         XXX           0           0           0
03 1990          XXX         XXX         XXX         XXX           0           0
04 1991          XXX         XXX         XXX         XXX         XXX           0
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX
07 1994          XXX         XXX         XXX         XXX         XXX         XXX
08 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991            0           0           0           0
05 1992            0           0           0           0
06 1993          XXX           0           0           0
07 1994          XXX         XXX           0           0
08 1995          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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         175          25          25         565       1,729         540
02 1986        1,655       2,612       2,769       1,057       1,045       1,071
03 1987          XXX           0           0           0           0           0

SCHEDULE P - PART 4Q             - REINSURANCE D
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END ($000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR         545         539         749       1,904
02 1986        1,002       1,498       1,498         178
03 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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR      12,684      14,473      15,791      14,899       4,444       6,441
02 1986       45,659      42,728      37,037      27,561      15,634       9,568
03 1987          XXX      39,062      34,484      32,480      22,054      11,003
04 1988          XXX         XXX      25,111      14,647      14,927      10,648
05 1989          XXX         XXX         XXX      13,002       8,764       8,599
06 1990          XXX         XXX         XXX         XXX       9,729      12,355
07 1991          XXX         XXX         XXX         XXX         XXX       8,056
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR       6,676      10,004      24,119      24,865
02 1986        6,498       3,492       3,366       2,780
03 1987        5,533       3,692       1,596       1,039
04 1988        4,921       4,153       4,393       1,148
05 1989        5,187       5,585       4,199       6,270
06 1990       10,206      10,268       7,511       6,801
07 1991        6,787       7,491       5,914       6,244
08 1992        3,278       5,249       3,713       3,832
09 1993          XXX       4,397       4,497       3,591
10 1994          XXX         XXX       7,236       3,771
11 1995          XXX         XXX         XXX      10,948

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       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         145         102           6          21          13           5
02 1986        2,528       2,155       1,486       1,267         775         356
03 1987          XXX      10,458       6,147       6,541       6,777       4,838
04 1988          XXX         XXX       5,831       6,511       6,247       6,059
05 1989          XXX         XXX         XXX       5,449       4,539       3,615
06 1990          XXX         XXX         XXX         XXX       3,652       1,549
07 1991          XXX         XXX         XXX         XXX         XXX       4,740
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          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       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR           3           0           0           0
02 1986          194           0           0           0
03 1987        4,457         321           0           0
04 1988        5,873       1,065           0           0
05 1989        3,769       1,036           8           3
06 1990        1,552         502          31           8
07 1991        3,922       1,414         375          62
08 1992        2,768       1,056         108          40
09 1993          XXX         828         216          80
10 1994          XXX         XXX         561          61
11 1995          XXX         XXX         XXX         394

SCHEDULE P - PART 4S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END ($000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
LOSSES WERE
INCURRED
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1994          XXX         XXX         XXX         XXX         XXX         XXX
03 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 4S             - FINANCIAL GUARANTY/MORTGAGE GUARANTY
    1  BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
                            AT YEAR END ($000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1992        1993        1994        1995
LOSSES WERE
INCURRED
01 PRIOR         XXX           0           0           0
02 1994          XXX         XXX           0           0
03 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 5A             - HOMEOWNERS/FARMOWNERS
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0       1,882       1,858       1,850
02 1986       25,333      29,562      29,768      30,701      30,736      30,748
03 1987          XXX      17,305      21,149      22,191      22,265      22,285
04 1988          XXX         XXX      15,928      20,968      21,140      21,187
05 1989          XXX         XXX         XXX      23,189      29,169      29,436
06 1990          XXX         XXX         XXX         XXX      18,612      23,854
07 1991          XXX         XXX         XXX         XXX         XXX      22,485
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5A             - HOMEOWNERS/FARMOWNERS
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR       1,845       1,884       1,845       1,851
02 1986       30,756      30,762      30,765      30,765
03 1987       22,287      22,293      22,289      22,291
04 1988       21,205      21,220      21,228      21,232
05 1989       29,503      29,532      29,551      29,557
06 1990       24,094      24,183      24,213      24,222
07 1991       27,052      27,267      27,329      27,362
08 1992       16,948      21,100      21,309      21,355
09 1993          XXX      17,908      20,833      20,794
10 1994          XXX         XXX      20,752      22,632
11 1995          XXX         XXX         XXX      17,418

SCHEDULE P - PART 5A             - HOMEOWNERS/FARMOWNERS
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR          10         288         139          85          55          33
02 1986          742         217         106          59          30          14
03 1987          XXX         662         134          66          31          17
04 1988          XXX         XXX         670         125          67          37
05 1989          XXX         XXX         XXX         909         195          81
06 1990          XXX         XXX         XXX         XXX         900         220
07 1991          XXX         XXX         XXX         XXX         XXX         676
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5A             - HOMEOWNERS/FARMOWNERS
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR          17          16          28          24
02 1986            9           6           1           1
03 1987            9           7           6           5
04 1988           23          10           7           1
05 1989           61          32          15           9
06 1990          113          48          21          11
07 1991          181         104          57          26
08 1992          586         192          77          50
09 1993          XXX       1,715         147          84
10 1994          XXX         XXX       1,726         156
11 1995          XXX         XXX         XXX       1,818

SCHEDULE P - PART 5A             - HOMEOWNERS/FARMOWNERS
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1986       26,234      30,219      30,366      31,269      31,599      31,607
03 1987          XXX      17,959      21,579      22,585      22,925      22,935
04 1988          XXX         XXX      16,612      21,386      21,886      21,917
05 1989          XXX         XXX         XXX      24,292      30,475      30,667
06 1990          XXX         XXX         XXX         XXX      20,493      25,355
07 1991          XXX         XXX         XXX         XXX         XXX      23,819
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5A             - HOMEOWNERS/FARMOWNERS
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX
02 1986       31,614      31,618      31,620      31,621
03 1987       22,938      22,942      22,941      22,942
04 1988       21,940      21,945      21,955      21,954
05 1989       30,748      30,803      30,814      30,817
06 1990       25,549      25,595      25,612      25,617
07 1991       28,177      28,359      28,406      28,419
08 1992       18,097      22,066      22,250      22,271
09 1993          XXX      21,154      23,326      23,205
10 1994          XXX         XXX      26,822      27,639
11 1995          XXX         XXX         XXX      22,483

SCHEDULE P - PART 5B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0      25,665      38,232      38,470
02 1986       38,835      53,011      54,919      61,011      61,260      61,586
03 1987          XXX      37,297      51,664      60,713      61,547      62,056
04 1988          XXX         XXX      44,166      70,270      73,562      74,758
05 1989          XXX         XXX         XXX      70,340      99,382     104,255
06 1990          XXX         XXX         XXX         XXX      82,557     116,189
07 1991          XXX         XXX         XXX         XXX         XXX      92,749
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR      40,070      38,209      39,035      39,041
02 1986       63,414      63,441      63,869      63,564
03 1987       63,817      63,873      64,428      64,142
04 1988       76,596      76,790      77,437      77,287
05 1989      106,998     107,608     108,328     107,039
06 1990      122,743     124,439     125,848     123,896
07 1991      129,562     135,171     136,867     135,203
08 1992      102,023     141,824     147,326     148,887
09 1993          XXX     120,706     163,194     180,607
10 1994          XXX         XXX     149,840     226,757
11 1995          XXX         XXX         XXX     184,452

SCHEDULE P - PART 5B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         375       1,425         763         558         384         129
02 1986       14,267       3,346       1,343         467         208          86
03 1987          XXX      16,044       3,830       1,394         617         246
04 1988          XXX         XXX      17,371       4,898       1,899         731
05 1989          XXX         XXX         XXX      27,913       6,165       2,038
06 1990          XXX         XXX         XXX         XXX      32,926       7,028
07 1991          XXX         XXX         XXX         XXX         XXX      32,588
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR          87          58          42         111
02 1986           58          25          13           6
03 1987          126          50          20           9
04 1988          328         125          42          24
05 1989          906         301         121          75
06 1990        2,483         943         325         169
07 1991        6,749       2,182         832         426
08 1992       34,445       7,161       2,231       1,150
09 1993          XXX      44,719       9,149       4,022
10 1994          XXX         XXX      53,552      17,097
11 1995          XXX         XXX         XXX      78,228

SCHEDULE P - PART 5B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1986       67,954      77,485      78,538      90,193      90,140     792,448
03 1987          XXX      67,706      77,922      92,671      93,047      93,431
04 1988          XXX         XXX      79,432     107,827     109,116     109,745
05 1989          XXX         XXX         XXX     128,366     144,092     145,805
06 1990          XXX         XXX         XXX         XXX     151,771     170,388
07 1991          XXX         XXX         XXX         XXX         XXX     164,930
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5B             - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX
02 1986       92,493      92,532      93,160      92,766
03 1987       95,366      95,424      96,253      95,898
04 1988      111,590     111,682     112,606     112,468
05 1989      147,931     148,190     149,095     149,032
06 1990      173,712     174,344     175,791     175,824
07 1991      187,044     189,410     190,811     186,799
08 1992      181,028     206,832     209,100     202,947
09 1993          XXX     223,497     251,563     249,468
10 1994          XXX         XXX     283,771     334,015
11 1995          XXX         XXX         XXX     341,995

SCHEDULE P - PART 5C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0         262       1,089       1,481
02 1986        9,950      12,971      13,478      13,790      13,918      14,922
03 1987          XXX       8,666      11,878      12,537      12,786      14,107
04 1988          XXX         XXX       9,052      13,003      13,738      14,934
05 1989          XXX         XXX         XXX      10,368      13,991      15,354
06 1990          XXX         XXX         XXX         XXX       8,940      12,400
07 1991          XXX         XXX         XXX         XXX         XXX       7,645
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR       1,495       1,141       1,345       1,354
02 1986       15,499      15,508      15,959      15,958
03 1987       14,782      14,893      15,550      15,389
04 1988       15,613      15,725      16,411      16,237
05 1989       16,214      16,415      17,003      17,009
06 1990       14,127      14,507      15,159      15,136
07 1991       11,284      11,950      13,121      13,141
08 1992        7,691      10,807      12,403      12,659
09 1993          XXX       8,774      13,698      14,654
10 1994          XXX         XXX      10,830      15,724
11 1995          XXX         XXX         XXX      10,664

SCHEDULE P - PART 5C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR          29       1,729         892         669         272         143
02 1986        2,887       1,097         619         264         106          57
03 1987          XXX       2,767       1,020         442         223         133
04 1988          XXX         XXX       3,602       1,195         526         307
05 1989          XXX         XXX         XXX       3,208       1,243         720
06 1990          XXX         XXX         XXX         XXX       3,098       1,680
07 1991          XXX         XXX         XXX         XXX         XXX       3,342
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         100          77          76          79
02 1986           27          12           2           1
03 1987           60          25          10           5
04 1988          124          56          32          17
05 1989          322         146          67          32
06 1990          780         301         123          72
07 1991        1,512         622         300         145
08 1992        3,605       1,229         603         357
09 1993          XXX       4,256       1,838         954
10 1994          XXX         XXX       5,035       2,149
11 1995          XXX         XXX         XXX       4,908

SCHEDULE P - PART 5C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1986       15,041      17,483      17,752      17,877      17,890      19,353
03 1987          XXX      13,777      16,393      16,716      16,789      18,636
04 1988          XXX         XXX      15,805      18,437      18,712      20,252
05 1989          XXX         XXX         XXX      16,487      19,048      20,491
06 1990          XXX         XXX         XXX         XXX      14,309      17,938
07 1991          XXX         XXX         XXX         XXX         XXX      12,899
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX
02 1986       19,995      20,002      20,659      20,671
03 1987       19,355      19,377      20,336      20,132
04 1988       20,889      20,907      21,883      21,642
05 1989       21,093      21,147      21,929      21,937
06 1990       19,052      19,013      19,467      19,384
07 1991       15,708      15,620      17,062      17,004
08 1992       13,307      15,090      16,853      16,988
09 1993          XXX      16,144      21,068      21,495
10 1994          XXX         XXX      20,773      25,294
11 1995          XXX         XXX         XXX      19,580

SCHEDULE P - PART 5D             - WORKERS' COMPENSATION
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0         844         951       2,161
02 1986       31,780      41,440      42,454      71,668      72,635      73,143
03 1987          XXX      25,727      35,835      66,401      68,015      68,951
04 1988          XXX         XXX      26,809      62,637      65,075      66,792
05 1989          XXX         XXX         XXX      43,673      59,642      62,482
06 1990          XXX         XXX         XXX         XXX      43,840      58,072
07 1991          XXX         XXX         XXX         XXX         XXX      37,560
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5D             - WORKERS' COMPENSATION
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR       2,302       2,578       2,843       3,136
02 1986       73,423      73,564      73,681      73,757
03 1987       69,489      69,764      69,965      70,066
04 1988       67,664      68,104      68,455      68,638
05 1989       64,283      65,101      65,651      65,960
06 1990       61,462      63,494      64,593      65,222
07 1991       50,821      54,068      56,225      57,411
08 1992       37,104      50,024      52,981      54,629
09 1993          XXX      35,425      47,805      50,004
10 1994          XXX         XXX      38,068      51,189
11 1995          XXX         XXX         XXX      35,216

SCHEDULE P - PART 5D             - WORKERS' COMPENSATION
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         813      10,345       7,647       5,439       4,861       3,385
02 1986       13,484       6,057       3,823       2,336       1,383         826
03 1987          XXX      15,460       6,242       4,015       2,424       1,412
04 1988          XXX         XXX      15,786       6,462       4,222       2,348
05 1989          XXX         XXX         XXX      14,834       6,529       3,803
06 1990          XXX         XXX         XXX         XXX      15,449       7,537
07 1991          XXX         XXX         XXX         XXX         XXX      15,334
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5D             - WORKERS' COMPENSATION
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR       2,844       2,604       2,328       1,771
02 1986          504         356         281         211
03 1987          808         545         382         292
04 1988        1,347         916         560         393
05 1989        2,094       1,305         810         514
06 1990        4,517       2,566       1,514         914
07 1991        7,819       4,728       2,673       1,515
08 1992       14,288       6,152       3,572       1,947
09 1993          XXX      13,730       5,049       3,003
10 1994          XXX         XXX      14,349       5,667
11 1995          XXX         XXX         XXX      12,146

SCHEDULE P - PART 5D             - WORKERS' COMPENSATION
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1986       39,766      48,229      48,664      81,529      81,675      81,754
03 1987          XXX      33,394      43,351      78,673      78,970      79,097
04 1988          XXX         XXX      36,313      77,102      77,798      78,025
05 1989          XXX         XXX         XXX      60,674      69,432      70,041
06 1990          XXX         XXX         XXX         XXX      62,857      70,258
07 1991          XXX         XXX         XXX         XXX         XXX      55,714
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5D             - WORKERS' COMPENSATION
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX
02 1986       81,714      81,738      81,828      81,845
03 1987       79,061      79,112      79,234      79,264
04 1988       78,078      78,153      78,238      78,268
05 1989       70,252      70,363      70,478      70,516
06 1990       70,879      71,112      71,260      71,325
07 1991       62,576      63,100      63,372      63,463
08 1992       54,006      59,951      60,524      60,679
09 1993          XXX      51,920      56,504      56,841
10 1994          XXX         XXX      55,541      61,114
11 1995          XXX         XXX         XXX      50,331

SCHEDULE P - PART 5E             - COMMERICAL MULTIPLE PERIL
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           6           0           0       1,967       2,074       2,136
02 1986        7,892      10,941      11,498      11,834      12,004      12,099
03 1987          XXX       6,661       9,931      10,502      10,758      10,936
04 1988          XXX         XXX       7,745      11,116      11,671      11,928
05 1989          XXX         XXX         XXX       8,378      12,527      13,117
06 1990          XXX         XXX         XXX         XXX       8,650      12,603
07 1991          XXX         XXX         XXX         XXX         XXX       8,593
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5E             - COMMERICAL MULTIPLE PERIL
SECTION 1
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR       2,220       2,245       3,114       3,123
02 1986       12,158      12,196      12,751      12,247
03 1987       11,049      11,093      11,572      11,133
04 1988       12,090      12,190      12,671      12,284
05 1989       13,422      13,589      14,339      13,784
06 1990       13,216      13,513      14,119      13,856
07 1991       11,972      12,591      13,309      13,191
08 1992        7,080      10,403      11,262      11,342
09 1993          XXX       7,224      10,169      10,675
10 1994          XXX         XXX       8,431      11,637
11 1995          XXX         XXX         XXX       7,728

SCHEDULE P - PART 5E             - COMMERICAL MULTIPLE PERIL
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR          25       2,015       1,293         882         559         423
02 1986        1,580         877         602         377         226         135
03 1987          XXX       1,383         806         542         364         200
04 1988          XXX         XXX       1,587         780         555         388
05 1989          XXX         XXX         XXX       1,521         968         639
06 1990          XXX         XXX         XXX         XXX       1,974       1,055
07 1991          XXX         XXX         XXX         XXX         XXX       1,712
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5E             - COMMERICAL MULTIPLE PERIL
SECTION 2
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         297         225         182         152
02 1986           90          66          48          37
03 1987          108          71          39          38
04 1988          245         141          71          58
05 1989          442         299         170          97
06 1990          682         419         232         180
07 1991        1,113         704         451         281
08 1992        1,628       1,036         694         500
09 1993          XXX       1,859       1,153         786
10 1994          XXX         XXX       2,634       1,617
11 1995          XXX         XXX         XXX       3,145

SCHEDULE P - PART 5E             - COMMERICAL MULTIPLE PERIL
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1986       10,100      13,191      13,692      13,932      14,055      14,116
03 1987          XXX       8,562      11,932      12,453      12,365      12,775
04 1988          XXX         XXX      10,075      13,441      13,944      14,188
05 1989          XXX         XXX         XXX      10,628      15,021      15,572
06 1990          XXX         XXX         XXX         XXX      11,401      15,431
07 1991          XXX         XXX         XXX         XXX         XXX      11,079
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5E             - COMMERICAL MULTIPLE PERIL
SECTION 3
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX
02 1986       14,169      14,227      14,829      14,293
03 1987       12,845      12,892      13,433      12,970
04 1988       14,291      14,360      14,870      14,442
05 1989       15,844      15,958      16,705      16,052
06 1990       16,064      16,281      16,871      16,555
07 1991       15,042      15,597      16,285      16,057
08 1992        9,743      13,825      14,710      14,720
09 1993          XXX      10,337      14,084      14,537
10 1994          XXX         XXX      12,757      16,714
11 1995          XXX         XXX         XXX      12,860

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - OCCURRENCE
SECTION 1A
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - OCCURRENCE
SECTION 1A
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           0           0
11 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - CLAIMS MADE
SECTION 1B
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - CLAIMS MADE
SECTION 1B
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           0           1
11 1995          XXX         XXX         XXX           2

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - OCCURRENCE
SECTION 2A
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           2           7           7           6           6
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - OCCURRENCE
SECTION 2A
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           3           3           1         107
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           0           0
11 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - CLAIMS MADE
SECTION 2B
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - CLAIMS MADE
SECTION 2B
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           2           6
11 1995          XXX         XXX         XXX           8

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - OCCURRENCE
SECTION 3A
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - OCCURRENCE
SECTION 3A
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           0           0
11 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - CLAIMS MADE
SECTION 3B
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5F             - MEDICAL MALPRACTICE - CLAIMS MADE
SECTION 3B
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           2           7
11 1995          XXX         XXX         XXX          11

SCHEDULE P - PART 5H             - OTHER LIABILITY - OCCURRENCE
SECTION 1A
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           4           0           0       4,452       4,647       4,748
02 1986        3,301       5,248       5,931       6,309       6,492       6,606
03 1987          XXX       2,612       4,309       4,829       5,154       5,194
04 1988          XXX         XXX       2,181       3,263       3,632       3,801
05 1989          XXX         XXX         XXX       2,104       3,079       3,305
06 1990          XXX         XXX         XXX         XXX       1,596       2,613
07 1991          XXX         XXX         XXX         XXX         XXX       1,435
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5H             - OTHER LIABILITY - OCCURRENCE
SECTION 1A
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR       4,848       4,936       4,908       4,932
02 1986        6,672       6,703       6,666       6,702
03 1987        5,279       5,408       5,426       5,461
04 1988        3,922       4,036       4,073       4,086
05 1989        3,491       3,634       3,692       3,707
06 1990        2,848       3,046       3,158       3,177
07 1991        2,395       2,810       2,991       3,038
08 1992        2,232       3,743       4,080       4,184
09 1993          XXX       1,861       2,917       3,943
10 1994          XXX         XXX       1,535       3,395
11 1995          XXX         XXX         XXX       1,055

SCHEDULE P - PART 5H             - OTHER LIABILITY - CLAIMS MADE
SECTION 1B
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0          10          12          12
02 1986            6          20          31          37          38          40
03 1987          XXX          36          64          89         100         177
04 1988          XXX         XXX          47          80          90         129
05 1989          XXX         XXX         XXX          40          53          83
06 1990          XXX         XXX         XXX         XXX          32          50
07 1991          XXX         XXX         XXX         XXX         XXX          52
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5H             - OTHER LIABILITY - CLAIMS MADE
SECTION 1B
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR          12          12          12          12
02 1986           42          42          42          42
03 1987          172         174         249         192
04 1988          125         126         140         113
05 1989           84          87         112          88
06 1990           69          77          86         113
07 1991          121         144         104         124
08 1992          109          39          65         108
09 1993          XXX          14          64         148
10 1994          XXX         XXX          38          93
11 1995          XXX         XXX         XXX          31

SCHEDULE P - PART 5H             - OTHER LIABILITY - OCCURRENCE
SECTION 2A
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR       1,603       3,244       3,003       2,156       1,821       1,766
02 1986        2,126       1,284         921         619         406         263
03 1987          XXX       1,473       1,010         639         472         298
04 1988          XXX         XXX       1,049         707         563         400
05 1989          XXX         XXX         XXX         826         622         536
06 1990          XXX         XXX         XXX         XXX         711         569
07 1991          XXX         XXX         XXX         XXX         XXX         559
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5H             - OTHER LIABILITY - OCCURRENCE
SECTION 2A
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR       2,005       2,137       2,338       3,441
02 1986          197         158         158         140
03 1987          204         148         120          84
04 1988          255         141         104          75
05 1989          373         221         144          88
06 1990          446         313         250         127
07 1991          530         450         298         164
08 1992          674         553         407         316
09 1993          XXX         992         670       1,496
10 1994          XXX         XXX         998       3,315
11 1995          XXX         XXX         XXX       1,588

SCHEDULE P - PART 5H             - OTHER LIABILITY - CLAIMS MADE
SECTION 2B
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           4           5           3           1           0           0
02 1986           39          21          12           7           5           2
03 1987          XXX         135          73          30          19          13
04 1988          XXX         XXX         111          55          45          29
05 1989          XXX         XXX         XXX         147          94          58
06 1990          XXX         XXX         XXX         XXX         202         143
07 1991          XXX         XXX         XXX         XXX         XXX         337
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5H             - OTHER LIABILITY - CLAIMS MADE
SECTION 2B
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           1           1           0
03 1987            9           4           3           3
04 1988           15           9           6           2
05 1989           21          12          13           8
06 1990          112          89          55          37
07 1991          174         118          97          60
08 1992          221         212         148          88
09 1993          XXX         277         247         147
10 1994          XXX         XXX         589         274
11 1995          XXX         XXX         XXX         808

SCHEDULE P - PART 5H             - OTHER LIABILITY - OCCURRENCE
SECTION 3A
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1986        7,056       9,813      10,572      10,873      11,425      11,407
03 1987          XXX       5,204       7,281       7,815       8,314       8,277
04 1988          XXX         XXX       4,218       5,619       6,168       6,336
05 1989          XXX         XXX         XXX       3,372       4,677       4,998
06 1990          XXX         XXX         XXX         XXX       2,725       4,030
07 1991          XXX         XXX         XXX         XXX         XXX       2,385
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5H             - OTHER LIABILITY - OCCURRENCE
SECTION 3A
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX
02 1986       11,449      11,509      11,498      11,564
03 1987        8,351       8,544       8,709       8,634
04 1988        6,440       6,569       6,753       6,654
05 1989        5,188       5,308       5,485       5,403
06 1990        4,384       4,639       4,978       4,832
07 1991        3,685       4,287       4,721       4,563
08 1992        3,147       5,177       5,868       5,886
09 1993          XXX       3,001       4,882       6,851
10 1994          XXX         XXX       3,650       8,342
11 1995          XXX         XXX         XXX       3,446

SCHEDULE P - PART 5H             - OTHER LIABILITY - CLAIMS MADE
SECTION 3B
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1986           62          91          94          99         100         100
03 1987          XXX         182         232         247         251         346
04 1988          XXX         XXX         172         224         236         296
05 1989          XXX         XXX         XXX         191         237         272
06 1990          XXX         XXX         XXX         XXX         244         343
07 1991          XXX         XXX         XXX         XXX         XXX         424
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5H             - OTHER LIABILITY - CLAIMS MADE
SECTION 3B
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX
02 1986          101         102         104         104
03 1987          327         327         459         446
04 1988          277         277         298         284
05 1989          237         237         285         264
06 1990          345         354         352         349
07 1991          506         515         476         478
08 1992          582         643         427         442
09 1993          XXX         325         556         580
10 1994          XXX         XXX         661         690
11 1995          XXX         XXX         XXX         842

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 1A
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0         206         233         297
02 1986          140         241         279         295         329         373
03 1987          XXX          98         161         189         154         226
04 1988          XXX         XXX          51          77          39         110
05 1989          XXX         XXX         XXX          36          21          73
06 1990          XXX         XXX         XXX         XXX          45         107
07 1991          XXX         XXX         XXX         XXX         XXX          62
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 1A
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         308         298         351         359
02 1986          390         376         381         391
03 1987          227         233         226         266
04 1988          136         133         178         173
05 1989           77          87         106         127
06 1990          119         130         167         218
07 1991          100         121         144         223
08 1992           76         118         141         162
09 1993          XXX         111         163         206
10 1994          XXX         XXX          90         164
11 1995          XXX         XXX         XXX         138

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 1B
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           2           2           2           2           2
03 1987          XXX          27          32          45          57          59
04 1988          XXX         XXX          23          39          60          69
05 1989          XXX         XXX         XXX          42          61          65
06 1990          XXX         XXX         XXX         XXX          21          33
07 1991          XXX         XXX         XXX         XXX         XXX          26
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 1B
    1   CUMULATIVE NO OF CLAIMS CLOSED WITH LOSS PAYMENT DIRECT & ASSUMED YR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            2           2           2           2
03 1987           77          80          83         120
04 1988           63          69          71          75
05 1989           91          92          98         118
06 1990           57          61          58          53
07 1991          263         271         300         278
08 1992           25          33          38          49
09 1993          XXX          19          21          34
10 1994          XXX         XXX          15          47
11 1995          XXX         XXX         XXX          17

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 2A
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         143         342         227       1,107       1,003       1,140
02 1986          151         123          89         130          94         164
03 1987          XXX          73          52          88          62         103
04 1988          XXX         XXX          11          53          49          94
05 1989          XXX         XXX         XXX          38          45          64
06 1990          XXX         XXX         XXX         XXX          38          85
07 1991          XXX         XXX         XXX         XXX         XXX          41
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 2A
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR       1,135       1,043         994         913
02 1986          151          98          95          66
03 1987           91          60          76          53
04 1988           74          44          43          40
05 1989           65          30          27          32
06 1990           94          53          56          41
07 1991           50          40          43          23
08 1992           26          43          62          46
09 1993          XXX          30          63          35
10 1994          XXX         XXX          75          38
11 1995          XXX         XXX         XXX          47

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 2B
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            3           2           2           1           1           0
03 1987          XXX          12          29          21          13          11
04 1988          XXX         XXX          18          42          28          19
05 1989          XXX         XXX         XXX          28          17          25
06 1990          XXX         XXX         XXX         XXX          17          29
07 1991          XXX         XXX         XXX         XXX         XXX          30
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 2B
    1        NUMBER OF CLAIMS OUTSTANDING DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987           10           4           3           3
04 1988            8           2           2           2
05 1989            2           1           2           0
06 1990           11           4           1           1
07 1991           58          40          20          11
08 1992           31          16           8           8
09 1993          XXX          34          16          10
10 1994          XXX         XXX          31          30
11 1995          XXX         XXX         XXX          23

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 3A
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1986          376         606         662         758         803       1,336
03 1987          XXX         257         386         481         408         796
04 1988          XXX         XXX         127         207         151         446
05 1989          XXX         XXX         XXX         133          70         275
06 1990          XXX         XXX         XXX         XXX          98         287
07 1991          XXX         XXX         XXX         XXX         XXX         124
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 3A
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX
02 1986        1,381       1,051       1,116       1,141
03 1987          823         629         714         728
04 1988          468         325         434         400
05 1989          258         218         462         277
06 1990          353         267         495         370
07 1991          208         215         534         367
08 1992          118         198         487         280
09 1993          XXX         166         491         306
10 1994          XXX         XXX         243         255
11 1995          XXX         XXX         XXX         217

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 3B
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX         XXX         XXX
02 1986            4          11          11          12          12          12
03 1987          XXX          46          85         109         127         130
04 1988          XXX         XXX          46          99         116         124
05 1989          XXX         XXX         XXX          76         119         131
06 1990          XXX         XXX         XXX         XXX          41          99
07 1991          XXX         XXX         XXX         XXX         XXX          62
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 5R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 3B
    1    CUMULATIVE NUMBER OF CLAIMS REPORTED DIRECT AND ASSUMED AT YEAR END
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR         XXX         XXX         XXX         XXX
02 1986           12          12          12          12
03 1987          133         134         136         176
04 1988          121         122         127         127
05 1989          169         169         177         180
06 1990           95          95          88          91
07 1991          372         372         387         340
08 1992           74          78          87          83
09 1993          XXX          66          75          58
10 1994          XXX         XXX          66          86
11 1995          XXX         XXX         XXX          42

SCHEDULE P - PART 6C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX     171,139     188,272     189,583
10 1994          XXX         XXX     178,461     193,246
11 1995          XXX         XXX         XXX     177,173

SCHEDULE P - PART 6C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6C             - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX      60,086      68,032      65,088
10 1994          XXX         XXX      59,289      66,604
11 1995          XXX         XXX         XXX      48,696

SCHEDULE P - PART 6D             - WORKERS' COMPENSATION
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6D             - WORKERS' COMPENSATION
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX     603,250     614,008     614,005
10 1994          XXX         XXX     627,994     636,343
11 1995          XXX         XXX         XXX     493,870

SCHEDULE P - PART 6D             - WORKERS' COMPENSATION
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6D             - WORKERS' COMPENSATION
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX      36,911      46,897      46,055
10 1994          XXX         XXX      30,094      29,638
11 1995          XXX         XXX         XXX      25,001

SCHEDULE P - PART 6E             - COMMERICAL MULTIPLE PERIL
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6E             - COMMERICAL MULTIPLE PERIL
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX     191,351     195,366     195,138
10 1994          XXX         XXX     213,075     219,695
11 1995          XXX         XXX         XXX     248,635

SCHEDULE P - PART 6E             - COMMERICAL MULTIPLE PERIL
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6E             - COMMERICAL MULTIPLE PERIL
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX      20,074      28,049      26,170
10 1994          XXX         XXX      28,970      38,415
11 1995          XXX         XXX         XXX      49,796

SCHEDULE P - PART 6H             - OTHER LIABILITY - OCCURRENCE
SECTION 1A
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6H             - OTHER LIABILITY - OCCURRENCE
SECTION 1A
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX     204,253     231,865     228,924
10 1994          XXX         XXX     224,278     249,941
11 1995          XXX         XXX         XXX     368,653

SCHEDULE P - PART 6H             - OTHER LIABILITY - CLAIMS MADE
SECTION 1B
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6H             - OTHER LIABILITY - CLAIMS MADE
SECTION 1B
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX      88,906      92,678      87,862
10 1994          XXX         XXX      97,423      99,965
11 1995          XXX         XXX         XXX      18,515

SCHEDULE P - PART 6H             - OTHER LIABILITY - OCCURRENCE
SECTION 2A
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6H             - OTHER LIABILITY - OCCURRENCE
SECTION 2A
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX      91,624     108,550     103,115
10 1994          XXX         XXX      97,357     115,729
11 1995          XXX         XXX         XXX     144,745

SCHEDULE P - PART 6H             - OTHER LIABILITY - CLAIMS MADE
SECTION 2B
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6H             - OTHER LIABILITY - CLAIMS MADE
SECTION 2B
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX       5,235       6,564       6,602
10 1994          XXX         XXX       6,289       7,330
11 1995          XXX         XXX         XXX       1,933

SCHEDULE P - PART 6M             - INTERNATIONAL
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6M             - INTERNATIONAL
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           0           0
11 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 6M             - INTERNATIONAL
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6M             - INTERNATIONAL
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           0           0
11 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 6N             - REINSURANCE A
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 1988          XXX         XXX           0           0           0           0
02 1989          XXX         XXX         XXX           0           0           0
03 1990          XXX         XXX         XXX         XXX           0           0
04 1991          XXX         XXX         XXX         XXX         XXX           0
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX
07 1994          XXX         XXX         XXX         XXX         XXX         XXX
08 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6N             - REINSURANCE A
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991            0           0           0           0
05 1992            0           0           0           0
06 1993          XXX           0           0           0
07 1994          XXX         XXX           0           0
08 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 6N             - REINSURANCE A
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 1988          XXX         XXX           0           0           0           0
02 1989          XXX         XXX         XXX           0           0           0
03 1990          XXX         XXX         XXX         XXX           0           0
04 1991          XXX         XXX         XXX         XXX         XXX           0
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX
07 1994          XXX         XXX         XXX         XXX         XXX         XXX
08 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6N             - REINSURANCE A
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991            0           0           0           0
05 1992            0           0           0           0
06 1993          XXX           0           0           0
07 1994          XXX         XXX           0           0
08 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 6O             - REINSURANCE B
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 1988          XXX         XXX           0           0           0           0
02 1989          XXX         XXX         XXX           0           0           0
03 1990          XXX         XXX         XXX         XXX           0           0
04 1991          XXX         XXX         XXX         XXX         XXX           0
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX
07 1994          XXX         XXX         XXX         XXX         XXX         XXX
08 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6O             - REINSURANCE B
SECTION 1
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991            0           0           0           0
05 1992            0           0           0           0
06 1993          XXX           0           0           0
07 1994          XXX         XXX           0           0
08 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 6O             - REINSURANCE B
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 1988          XXX         XXX           0           0           0           0
02 1989          XXX         XXX         XXX           0           0           0
03 1990          XXX         XXX         XXX         XXX           0           0
04 1991          XXX         XXX         XXX         XXX         XXX           0
05 1992          XXX         XXX         XXX         XXX         XXX         XXX
06 1993          XXX         XXX         XXX         XXX         XXX         XXX
07 1994          XXX         XXX         XXX         XXX         XXX         XXX
08 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6O             - REINSURANCE B
SECTION 2
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 1988            0           0           0           0
02 1989            0           0           0           0
03 1990            0           0           0           0
04 1991            0           0           0           0
05 1992            0           0           0           0
06 1993          XXX           0           0           0
07 1994          XXX         XXX           0           0
08 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 6R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 1A
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 1A
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX       8,940      10,901      15,806
10 1994          XXX         XXX       9,806      11,773
11 1995          XXX         XXX         XXX      14,231

SCHEDULE P - PART 6R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 1B
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 1B
    1  CUMULATIVE PREMIUMS EARNED DIRECT AND ASSUMED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX       1,881       1,862       1,862
10 1994          XXX         XXX       1,769       1,773
11 1995          XXX         XXX         XXX         499

SCHEDULE P - PART 6R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 2A
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6R             - PRODUCTS LIABILITY - OCCURRENCE
SECTION 2A
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX       3,587       4,515       6,880
10 1994          XXX         XXX       2,862       3,548
11 1995          XXX         XXX         XXX       5,128

SCHEDULE P - PART 6R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 2B
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 6R             - PRODUCTS LIABILITY - CLAIMS MADE
SECTION 2B
    1        CUMULATIVE PREMIUMS EARNED CEDED AT YEAR END (000 OMITTED)
YEARS            8           9          10          11          12          13
IN WHICH       1992        1993        1994        1995
PREMS WERE
EARNED &
LOSSES INC
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX       1,335       1,313       1,313
10 1994          XXX         XXX       1,732       1,734
11 1995          XXX         XXX         XXX         490

SCHEDULE P - PART 7A             - PRIMARY LOSS SENSITIVE CONTRACTS
    1         2           3           4           5           6           7
            TOTAL    NET LOSSES     LOSS                NET PREMIUMS    LOSS
SCH P    NET LOSSES  & EXPENSES   SENSITIVE  TOTAL NET   WRITTEN ON  SENSITIVE
PART     & EXPENSES  UNPAID ON       AS       PREMIUMS      LOSS         AS
  1        UNPAID   LOSS SENSITI PERCENTAGE   WRITTEN    SENSITIVE   PERCENTAGE
                     CONTRACTS    OF TOTAL               CONTRACTS    OF TOTAL
01            30,214           0        .000      90,804           0        .000
02           705,207           0        .000   1,013,342           0        .000
03           201,972       1,031        .030     135,367       1,275        .042
04           959,825      22,979        .675     455,687      35,599       1.160
05           309,785         329        .010     217,108         115        .004
06             3,525           0        .000           0           0        .000
07             1,289           0        .000         765           0        .000
08            40,018           0        .000      56,706           0        .000
09           606,871       4,872        .143     145,633       1,831        .060
10           229,084           0        .000     141,281           0        .000
11           131,319           0        .000     247,198           0        .000
12            51,434          80        .002     508,602         245        .008
13            16,645           0        .000      36,260           0        .000
14             7,904           0        .000       8,750           0        .000
15             3,934           0        .000           1           0        .000
16               XXX         XXX         XXX         XXX         XXX         XXX
17               XXX         XXX         XXX         XXX         XXX         XXX
18               XXX         XXX         XXX         XXX         XXX         XXX
19               XXX         XXX         XXX         XXX         XXX         XXX
20           101,293       1,652        .049      10,281         237        .008
21             2,376           0        .000       1,471           0        .000
22                 0           0        .000           0           0        .000
23         3,402,695      30,943        .909   3,069,256      39,302       1.282

SCHEDULE P - PART 7A             - PRIMARY LOSS SENSITIVE CONTRACTS
SECTION 2
    1  INCURRED LOSSES & ALLOCATED EXPENSES REPORTED AT YEAR END ($000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 7A             - PRIMARY LOSS SENSITIVE CONTRACTS
SECTION 2
    1  INCURRED LOSSES & ALLOCATED EXPENSES REPORTED AT YEAR END ($000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1992        1993        1994        1995
POLICIES
WERE ISSUED
01 PRIOR           0      12,674       9,999      10,029
02 1986            0      36,772      37,017      37,353
03 1987            0      44,028      44,462      45,234
04 1988            0      30,266      30,673      30,729
05 1989            0      23,478      23,883      23,903
06 1990            0      12,571      12,608      13,105
07 1991            0      12,698      14,615      15,233
08 1992            0      12,103      13,808      15,044
09 1993          XXX       3,915      11,295      13,720
10 1994          XXX         XXX       5,929      12,587
11 1995          XXX         XXX         XXX       6,418

SCHEDULE P - PART 7A             - PRIMARY LOSS SENSITIVE CONTRACTS
SECTION 3
    1  BULK & IBNR RESERVES FOR LOSSES & ALLOC EXPENSE AT YR END ($000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 7A             - PRIMARY LOSS SENSITIVE CONTRACTS
SECTION 3
    1  BULK & IBNR RESERVES FOR LOSSES & ALLOC EXPENSE AT YR END ($000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1992        1993        1994        1995
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           0           0
11 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 7A             - PRIMARY LOSS SENSITIVE CONTRACTS
SECTION 4
    1          NET EARNED PREMIUMS REPORTED AT YEAR END ($000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 7A             - PRIMARY LOSS SENSITIVE CONTRACTS
SECTION 4
    1          NET EARNED PREMIUMS REPORTED AT YEAR END ($000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1992        1993        1994        1995
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0
02 1986            0      33,232      33,125      33,062
03 1987            0      39,284      39,118      39,043
04 1988            0      35,234      35,280      35,382
05 1989            0      34,797      35,131      35,621
06 1990            0      24,920      25,596      25,708
07 1991            0      31,663      33,070      34,414
08 1992            0      39,765      35,907      37,127
09 1993          XXX      33,459      31,199      25,534
10 1994          XXX         XXX      43,817      37,579
11 1995          XXX         XXX         XXX      31,172

SCHEDULE P - PART 7A             - PRIMARY LOSS SENSITIVE CONTRACTS
SECTION 5
    1  NET RESERVE FOR PREMIUM ADJMNTS & ACCRUED RETRO PREMIUMS  ($000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 7A             - PRIMARY LOSS SENSITIVE CONTRACTS
SECTION 5
    1  NET RESERVE FOR PREMIUM ADJMNTS & ACCRUED RETRO PREMIUMS  ($000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1992        1993        1994        1995
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0
02 1986            0          62           0           0
03 1987            0          65         418           0
04 1988            0         234         484         137
05 1989            0         194         202         200
06 1990            0         272         304          71
07 1991            0          67         571         604
08 1992            0       2,606         223         514
09 1993          XXX         481       3,953         488
10 1994          XXX         XXX           0       5,938
11 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 7B             - REINSURANCE LOSS SENSITIVE CONTRACTS
    1         2           3           4           5           6           7
            TOTAL    NET LOSSES     LOSS                NET PREMIUMS    LOSS
SCH P    NET LOSSES  & EXPENSES   SENSITIVE  TOTAL NET   WRITTEN ON  SENSITIVE
PART     & EXPENSES  UNPAID ON       AS       PREMIUMS      LOSS         AS
  1        UNPAID   LOSS SENSITI PERCENTAGE   WRITTEN    SENSITIVE   PERCENTAGE
                     CONTRACTS    OF TOTAL               CONTRACTS    OF TOTAL
01               169           0        .000         654           0        .000
02             7,414           0        .000      10,117           0        .000
03            16,904           0        .000      19,546           0        .000
04            13,302           0        .000           0           0        .000
05             1,160           0        .000       5,981           0        .000
06                 0           0        .000           0           0        .000
07                 0           0        .000           0           0        .000
08                 0           0        .000           0           0        .000
09            18,972           0        .000      24,393           0        .000
10                 0           0        .000           0           0        .000
11               603           0        .000       3,777           0        .000
12               875           0        .000      11,483           0        .000
13               109           0        .000       4,170           0        .000
14                 0           0        .000           0           0        .000
15                 0           0        .000           0           0        .000
16                 0           0        .000           0           0        .000
17                 0           0        .000           0           0        .000
18                 0           0        .000           0           0        .000
19                 0           0        .000         XXX         XXX         XXX
20             1,687           0        .000       4,201           0        .000
21                 0           0        .000           0           0        .000
22                 0           0        .000           0           0        .000
23            61,195           0        .000      84,322           0        .000

SCHEDULE P - PART 7B             - REINSURANCE LOSS SENSITIVE CONTRACTS
SECTION 2
    1  INCURRED LOSSES & ALLOCATED EXPENSES REPORTED AT YEAR END ($000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 7B             - REINSURANCE LOSS SENSITIVE CONTRACTS
SECTION 2
    1  INCURRED LOSSES & ALLOCATED EXPENSES REPORTED AT YEAR END ($000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1992        1993        1994        1995
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           0           0
11 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 7B             - REINSURANCE LOSS SENSITIVE CONTRACTS
SECTION 3
    1  BULK & IBNR RESERVES FOR LOSSES & ALLOC EXPENSE AT YR END ($000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 7B             - REINSURANCE LOSS SENSITIVE CONTRACTS
SECTION 3
    1  BULK & IBNR RESERVES FOR LOSSES & ALLOC EXPENSE AT YR END ($000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1992        1993        1994        1995
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           0           0
11 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 7B             - REINSURANCE LOSS SENSITIVE CONTRACTS
SECTION 4
    1          NET EARNED PREMIUMS REPORTED AT YEAR END ($000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 7B             - REINSURANCE LOSS SENSITIVE CONTRACTS
SECTION 4
    1          NET EARNED PREMIUMS REPORTED AT YEAR END ($000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1992        1993        1994        1995
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           0           0
11 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 7B             - REINSURANCE LOSS SENSITIVE CONTRACTS
SECTION 5
    1  NET RESERVE FOR PREMIUM ADJMNTS & ACCRUED RETRO PREMIUMS  ($000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 7B             - REINSURANCE LOSS SENSITIVE CONTRACTS
SECTION 5
    1  NET RESERVE FOR PREMIUM ADJMNTS & ACCRUED RETRO PREMIUMS  ($000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1992        1993        1994        1995
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           0           0
11 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 7B             - REINSURANCE LOSS SENSITIVE CONTRACTS
SECTION 6
    1      INCURRED ADJUSTABLE COMMISSIONS REPORTED YEAR END ($000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 7B             - REINSURANCE LOSS SENSITIVE CONTRACTS
SECTION 6
    1      INCURRED ADJUSTABLE COMMISSIONS REPORTED YEAR END ($000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1992        1993        1994        1995
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           0           0
11 1995          XXX         XXX         XXX           0

SCHEDULE P - PART 7B             - REINSURANCE LOSS SENSITIVE CONTRACTS
SECTION 7
    1       RESERVES FOR COMMISSION ADJUSTMENTS AT YEAR END ($000 OMITTED)
YEARS            2           3           4           5           6           7
IN WHICH       1986        1987        1988        1989        1990        1991
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0           0           0
02 1986            0           0           0           0           0           0
03 1987          XXX           0           0           0           0           0
04 1988          XXX         XXX           0           0           0           0
05 1989          XXX         XXX         XXX           0           0           0
06 1990          XXX         XXX         XXX         XXX           0           0
07 1991          XXX         XXX         XXX         XXX         XXX           0
08 1992          XXX         XXX         XXX         XXX         XXX         XXX
09 1993          XXX         XXX         XXX         XXX         XXX         XXX
10 1994          XXX         XXX         XXX         XXX         XXX         XXX
11 1995          XXX         XXX         XXX         XXX         XXX         XXX

SCHEDULE P - PART 7B             - REINSURANCE LOSS SENSITIVE CONTRACTS
SECTION 7
    1       RESERVES FOR COMMISSION ADJUSTMENTS AT YEAR END ($000 OMITTED)
YEARS            8           9          10          11
IN WHICH       1992        1993        1994        1995
POLICIES
WERE ISSUED
01 PRIOR           0           0           0           0
02 1986            0           0           0           0
03 1987            0           0           0           0
04 1988            0           0           0           0
05 1989            0           0           0           0
06 1990            0           0           0           0
07 1991            0           0           0           0
08 1992            0           0           0           0
09 1993          XXX           0           0           0
10 1994          XXX         XXX           0           0
11 1995          XXX         XXX         XXX           0



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