<PAGE>

                                                                   Exhibit 10.4



                              REINSURANCE AGREEMENT



                                    EFFECTIVE



                                 JANUARY 1, 2003



                                     BETWEEN



                           WINDSOR INSURANCE COMPANY,
                                    REINSURER



                                       AND



                 GREAT AMERICAN INSURANCE COMPANY AND AFFILIATES
                                    REASSURED
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<S>          <C>                                                          <C>
ARTICLE 1    Business Covered.......................................      Page 1

ARTICLE 2    Reinsuring Clause......................................      Page 1

ARTICLE 3    Obligatory Agreement...................................      Page 1

ARTICLE 4    Definitions............................................      Page 2

ARTICLE 5    Consideration..........................................      Page 3

ARTICLE 6    Administration.........................................      Page 4

ARTICLE 7    Term...................................................      Page 5

ARTICLE 8    Reinsurance Follows Original Policies..................      Page 5

ARTICLE 9    Joint Reinsurance Programs.............................      Page 5

ARTICLE 10   Reports................................................      Page 5

ARTICLE 11   Renewals and New Business..............................      Page 5

ARTICLE 12   Assistance and Cooperation.............................      Page 6

ARTICLE 13   Indemnification........................................      Page 7

ARTICLE 14   Termination............................................      Page 7

ARTICLE 15   Access to Records......................................      Page 7

ARTICLE 16   Errors and Omissions...................................      Page 7

ARTICLE 17   Notice Provision.......................................      Page 7

ARTICLE 18   Insolvency.............................................      Page 8

ARTICLE 19   Non-Assignability......................................      Page 8

ARTICLE 20   Unauthorized Reinsurance...............................      Page 9

ARTICLE 21   Arbitration............................................     Page 10

             Signatures.............................................     Page 11
</TABLE>


                                       ii
<PAGE>
                              REINSURANCE AGREEMENT
                  (hereinafter referred to as the "Agreement")


THIS AGREEMENT, entered into as of the 1st day of January, 2003, by and between
Great American Insurance Company and its affiliates signatory hereto
(hereinafter "Reassured") and Windsor Insurance Company (hereinafter
"Reinsurer").


                                    ARTICLE 1

BUSINESS COVERED

Reassured hereby cedes to Reinsurer and Reinsurer hereby assumes from Reassured
one hundred percent (100%) of Reassured's ultimate net liability for Ultimate
Net Aggregate Losses (as hereinafter defined) under all policies, certificates,
binders, contracts or agreements of personal lines insurance (other than
business written directly by Reassured and not through any of Reassured's
independent insurance agents or brokers) written by Reassured's personal lines
division and attributed to summing code 0063 and profit center 3480 which are
or were in force on or prior to the date hereof or issued or renewed after the
date hereof ("Reassured's Business"). Reassured's Business shall include all
such personal lines insurance business assumed by Reassured under the Pooling
Agreement in effect between Reassured and affiliated insurance companies and
all such personal lines business distributed to profit centers which preceded
or which succeed and replace the profit centers listed above.


                                    ARTICLE 2

REINSURING CLAUSE

A.    Except as provided in paragraphs B and C below with respect to New York
      and New Jersey business, Reinsurer shall be liable to pay 100% of the
      Ultimate Net Aggregate Losses together with all other obligations which
      arise out of Reassured's Business, including, without limitation, all
      obligations relating to or arising out of any insolvency pool, guaranty
      fund, FAIR plan, wind pool, auto facility, hurricane catastrophe fund or
      other similar plan or fund.

B.    1)    Reassured will be responsible, and Reinsurer will not assume, for
            all New York assigned risk assessments and assignments generated by
            Reassured's Business written prior to January 1, 2003. Reinsurer
            will be responsible for and will assume all New York assigned risk
            assessments and assignments based on Reassured's Business written
            pursuant to Article 11 hereof on or after January 1, 2003.

      2)    New York assigned risk assessments and assignments referred to in 1)
            above shall be allocated among the members of the holding company
            group of which Reinsurer and Reassured were a part as of September
            30, 2002 ratably in the same manner as they have historically been
            allocated with excess credits, if any, being allocated among and
            between the members at no cost to any of the members.


                                       1
<PAGE>
C.    1)    Reassured shall be obligated for any liabilities or requirements to
            the extent that they arise out of any dispute between Reassured and
            Palisades Insurance Company and/or Palisades Safety and Insurance
            Association in connection with the Master Transfer Agreement dated
            as of September 5, 2002, between the parties.

      2)    Reassured's Business will not include any voluntary business in New
            Jersey with an effective date after December 31, 2002. Reinsurer
            shall not be responsible for any (a) assigned risk assessments or
            assignments, or (b) other involuntary assessments attributable to
            New Jersey, regardless of the date thereof.


                                    ARTICLE 3

OBLIGATORY AGREEMENT

The liability of Reinsurer with respect to all business reinsured under this
Agreement is obligatory and the liability shall begin and end simultaneously
with that of the Reassured. Reassured shall not make or agree to any
alterations, waivers, cancellations, or changes in rates, terms, or conditions
in connection with the business subject to this Agreement without the consent of
Reinsurer, which consent shall not be unreasonably withheld or delayed, unless
the same are required by law or regulation..


                                    ARTICLE 4

DEFINITIONS

A.    "Ultimate Net Aggregate Losses" shall mean the sum of:

      1)    Actual loss payments paid in settlement of claims or suits or in
            satisfaction of judgments on Reassured's Business less any Salvage
            collected;

      2)    Loss Expense paid in connection with Reassured's Business;

      3)    Extracontractual Obligations arising from conduct of Reinsurer or
            Reassured and paid in connection with the handling or resolution of
            any losses reinsured hereunder;

      4)    All losses, loss adjustment expenses and costs paid in connection
            with Corporate Obligations, including, without limitation, all costs
            and expenses incurred in claims, suits, arbitrations, regulatory
            proceedings and other proceedings in connection therewith; and

      5)    Less collectible reinsurance on Reassured's Business.

B.    "Loss Expense" shall mean all expenses incurred in the investigation,
      adjustment, and defense of all claims under the Reassured's Business,
      including, without limitation, loss expenses, court costs, declaratory
      judgment expenses, and pre-judgment and post-judgment interest.


                                       2
<PAGE>
      Loss Expense shall also include any ordinary and reasonable unallocated
      loss adjustment expense incurred by Reassured in the handling of claims
      arising out of Reassured's Business.

C.    "Salvages" shall mean any recovery, including any subrogation recovery,
      made in connection with a claim or loss, less expenses paid in making such
      recovery. All salvages, recoveries, and payments recovered or received
      subsequent to a loss payment under this Agreement shall be applied as if
      recovered and received prior to the loss payment and all necessary
      adjustments shall be made by the parties.

D.    "Extracontractual Obligations" shall mean those liabilities not covered
      under any other provision of this Agreement and which arise from or in
      connection with the operation, administration, underwriting or claim
      handling on the Reassured's Business, such liabilities arising because of,
      but not limited to, the following: failure to settle within the policy
      limit, or by reason of alleged or actual negligence, fraud or bad faith in
      rejecting an offer of settlement, or denying coverage, or in the
      preparation or prosecution of an appeal consequent upon such action.

      The date on which an Extracontractual Obligation is incurred by Reassured
      shall be deemed, in all circumstances, to be the date of the action taken
      or not taken giving rise to the extracontractual action.

      "Extracontractual Obligations" shall also include losses in excess of
      policy limits of Reassured's original policy, such loss in excess of limit
      having been incurred because of failure by Reassured or Reinsurer to
      settle within the policy limit or by reason of alleged or actual
      negligence, fraud, or bad faith in rejecting coverage or an offer of
      settlement or in the preparation of the defense or in the trial of any
      action against an insured or reinsured or in the preparation of
      prosecution of an appeal consequent upon such action. For purposes of this
      definition, the word "loss" shall mean any amounts for which Reassured
      would have been contractually liable to pay had it not been for the limit
      of the original policy.

      E. "Corporate Obligations" shall mean all liabilities related to
      Reassured's Business other than (a) Extracontractual Obligations and (b)
      claims payments, including loss adjustment expenses, and (c) other
      obligations for which a reserve has been transferred to Reinsurer. The
      date on which a Corporate Obligation is incurred by Reassured shall be
      deemed, in all circumstances, to be the date of the action taken or not
      taken giving rise to the obligation.



                                    ARTICLE 5

CONSIDERATION

      In consideration for the assumption by Reinsurer of that portion of
      Reassured's Business which is or was in force on or prior to the date
      hereof, Reassured shall transfer to Reinsurer funds and/or securities
      equal in market value to $   Million. In consideration for the
      assumption by Reinsurer of that portion of Reassured's Business issued or
      renewed after the date hereof, Reinsurer shall receive one hundred percent
      (100%) of the net premiums received by Reassured


                                       3
<PAGE>
      on such business and shall pay to Reassured a ceding commission equal to
      Reassured's cost of producing such business. In addition to the ceding
      commission on Reassured's Business issued or renewed after the date
      hereof, Reinsurer shall pay a fronting fee on such business equal to
      four-tenths of one percent (.4%) of gross premiums received. The amount of
      the fronting fee shall be increased in the event that Infinity Property
      and Casualty Corporation is no longer an affiliate, as defined by
      statutory accounting rules, of American Financial Group, Inc. in an amount
      sufficient to fully compensate Reassured for the amount of any increased
      Standard & Poors' capital charge for unaffiliated companies reinsurance
      recoverables. "Net premiums" shall mean gross premiums received less
      return premiums and premiums paid for reinsurance ceded to other than
      Reinsurer.



                                    ARTICLE 6

ADMINISTRATION

A.    Reinsurer shall be entitled to receive and retain for its own account all
      incoming sums of money on or in connection with Reassured's Business due
      or becoming due to Reassured on or after the effective date hereof.

B.    The parties agree that Reinsurer shall have the right and obligation, at
      its expense, to exercise and perform all of Reassured's rights and
      obligations in connection with Reassured's Business and Reassured hereby
      assigns, transfers, and grants to Reinsurer the rights, powers, and
      privileges of Reassured to exercise and perform the same. Without limiting
      the foregoing, it is agreed that Reinsurer shall have the right and/or
      obligation to:

      1)    give, receive, execute, issue, and deliver all notices,
            endorsements, waivers, demands, proofs, and agreements of every kind
            and nature which may be necessary or desirable in connection with
            the policies or any reinsurance in connection with the policies
            covered by this Agreement;

      2)    ask, demand, attach, sue for, recover, receive, and receipt for all
            premiums, debts, and sums of money due or becoming due on, under or
            in connection with Reassured's Business;

      3)    to adjust, settle, pay, defend, arbitrate, and/or compromise any and
            all claims under or in connection with Reassured's Business; and

      4)    prosecute or defend any action which Reinsurer deems necessary or
            desirable in order to exercise the rights, powers, and privileges
            granted to Reinsurer hereunder.

C.    The parties agree that in fulfilling Reinsurer's obligations under Section
      B(3) above, the Reinsurer or its designated representative shall adjust,
      settle, or compromise all losses in connection with policies reinsured
      under this Agreement. All such adjustments, settlements, and compromises
      shall be paid by Reinsurer from its own funds. The Reinsurer shall have
      vested rights in salvage, subrogation, and recoveries under any claims
      made against policies covered by


                                       4
<PAGE>
      this Agreement. The Reinsurer also shall pay all loss expense in the
      investigation, adjustment, appraisal, or defense of all claims under
      policies reinsured under this Agreement and Reinsurer shall have the right
      to receive any recoveries of such expense. The obligations and duties of
      Reinsurer under this provision shall continue after the termination of
      this Agreement as to all policies reinsured hereunder until any and all
      claims under policies reinsured under this Agreement no longer exist or
      are resolved.


                                    ARTICLE 7

TERM

This Agreement shall be effective as of the 1st day of January, 2003 at 12:01
A.M. and shall continue in force unless and until cancelled in accordance with
the termination provisions of Article 14 of this Agreement.

                                    ARTICLE 8

REINSURANCE FOLLOWS ORIGINAL POLICIES

Reinsurance ceded under this Agreement is subject to the terms and conditions of
the original policy or policies comprising Reassured's Business and
automatically follows all changes in coverages and all endorsements made a part
of such original policy or policies, provided, however, that any such changes
made by Reassured after the effective date of this Agreement are consented to by
Reinsurer, which consent shall not be unreasonably withheld or delayed.

                                    ARTICLE 9

JOINT REINSURANCE PROGRAMS

To the extent that Reassured and Reinsurer participate or have participated in
any joint reinsurance programs, such participation shall continue and shall be
prorata based on each party's prorata portion of both premiums and losses.


                                   ARTICLE 10

REPORTS

Within thirty (30) days after the close of each calendar month during the term
of this Agreement, after Reinsurer has moved Reassured's Business to its
systems, Reinsurer shall furnish to Reassured reports of transactions relating
to Reassured's Business, including (a) all premiums written and earned; (b) a
summary of losses and loss expenses split between paid, less salvage received,
and outstanding, both reported and unreported, for the current calendar year and
inception to date; and (c) such other information which Reassured may reasonably
request or which may be required to complete Reassured's annual statement or
other reports required by any governmental authority with jurisdiction over


                                       5
<PAGE>
Reassured. Such reports shall be furnished by Reassured to Reinsurer until
Reassured's Business is moved to Reinsurer's systems.


                                   ARTICLE 11

RENEWALS AND NEW BUSINESS

A.    For three years after the effective date of this Agreement, Reassured
      shall and shall cause its affiliates to write Reassured's Business as
      requested by Reinsurer [under the Service Agreement dated ______________
      between ___________________] in compliance with the form and rate filings
      then in effect and all such business shall be reinsured 100% by Reinsurer
      hereunder. Reinsurer has the sole and exclusive right to renew the
      policies, which are subject to this Agreement. The parties acknowledge
      that the Reassured may engage in the personal lines business and may write
      personal lines policies which shall not be subject to the terms of this
      Agreement.

B.    Reinsurer intends to appoint all of the agents of Reassured who produced
      the Reassured's Business to offer the Reinsurer's own policies and
      contracts of insurance to renew and replace the personal lines policies.
      Reassured authorizes Reinsurer to make such appointments.

C.    If, from the termination date of this Agreement and thereafter, Reinsurer
      is unable to renew for any reason whatsoever, the personal lines business
      on its own policies and contracts of insurance, then, upon Reinsurer's
      written request, Reassured shall offer to renew such of the personal lines
      business which Reinsurer cannot renew on its own policies. If, during this
      same period, Reinsurer is unable to issue for any reason whatsoever a
      policy or contract of insurance representing new business, which policy or
      contract would have been personal lines business had the policy been in
      force on the effective date of this Agreement then, upon Reinsurer's
      written request, Reassured shall offer to issue policies or contracts of
      insurance for such new business. All policies and contracts of insurance
      issued by Reassured under this Article shall be deemed to be personal
      lines business reinsured hereunder for all purposes of this Agreement.
      Likewise, if Reinsurer does not for any reason renew any of the personal
      lines business and Reassured is required to renew it, such renewal
      policies shall be deemed to be personal lines business reinsured
      hereunder. All policies and contracts of insurance issued by Reassured
      under this Article shall be reinsured one hundred percent (100%) by
      Reinsurer with no portion of the liabilities thereunder ceded by Reassured
      to other reinsurers as if this Agreement had not terminated.

D.    Reinsurer shall be responsible for all fees, assessments and assignments
      levied against Reassured by any state insolvency pool or guaranty fund
      which are based on premiums written or earned on the business written
      pursuant to this Article.


                                       6
<PAGE>
                                   ARTICLE 12

ASSISTANCE AND COOPERATION

Reassured agrees to cooperate fully with Reinsurer with respect to claims or
other disputes arising out of or in connection with Reassured's Business.
Reassured shall give prompt notice to Reinsurer of any claims or lawsuits made
or brought against Reassured arising out of or in connection with Reassured's
Business.


                                   ARTICLE 13

INDEMNIFICATION

Reinsurer shall defend and indemnify Reassured against and hold Reassured
harmless from any costs, expenses, and fees of any type incurred in connection
with the defense of any action in connection with business covered by this
Agreement, including, without limitation, damages, fines or penalties of any
kind that may result from Reinsurer's performance or failure to perform any or
all obligations under this Agreement.


                                   ARTICLE 14

TERMINATION

Notwithstanding the foregoing, the obligations under this Agreement may be
terminated at any time upon terms mutually acceptable to the parties, including
adequate security for outstanding obligations at the time of termination. Except
as provided in Article 11, this Agreement shall not apply to any insurance
business written or assumed by Reassured after December 31, 2006 unless this
Agreement is extended by mutual agreement of the parties to apply to insurance
business written after such date.

                                   ARTICLE 15

ACCESS TO RECORDS

Reinsurer and Reassured shall each allow the other to inspect at all reasonable
times all of its records with respect to Reassured's Business and with respect
to claims, losses, or legal proceedings which involve or are likely to involve
Reassured's Business.


                                   ARTICLE 16

ERRORS AND OMISSIONS

Inadvertent delays, errors, or omissions made in connection with the business
under this Agreement shall not relieve either party from any liability which
would have attached to it had such delay, error, or omission not occurred,
provided always that such error or omission is rectified as soon as possible
after discovery.


                                       7
<PAGE>
                                   ARTICLE 17

NOTICE PROVISION

Notices, requests, demands, or other communications given pursuant to or in
connection with this Agreement, shall be in writing and shall be personally
delivered or sent by first class mail, postage prepaid to the addresses as
follows:

      REINSURER:

      Windsor Insurance Company
      11700 Great Oaks Way
      Alpharetta, GA 30022

      REASSURED:
      Great American Insurance Company
      580 Walnut Street
      Cincinnati, OH 45202
      Attention:  General Counsel


                                   ARTICLE 18

INSOLVENCY

Notwithstanding any other provision to the contrary, in the event of the
insolvency of Reassured, the reinsurance provided by this Agreement shall be
payable by Reinsurer on the basis of the liability of Reassured for the business
reinsured hereunder, without diminution because of such insolvency, directly to
Reassured or its liquidator, receiver or statutory successor.

Reinsurer shall be given written notice of the pendency of each claim or loss
which may involve the reinsurance provided by this Agreement within a reasonable
time after such claim or loss is filed in the insolvency proceedings. Reinsurer
shall have the right to investigate each such claim or loss and interpose, at
its own expense, in the proceeding where the claim or loss is to be adjudicated,
any defense available to Reassured, its liquidator, receiver, or statutory
successor. The expense thus incurred by Reinsurer shall be chargeable, subject
to court approval, against the insolvent Reassured as part of the expense of
liquidation to the extent of the proportionate share of the benefit which may
accrue to Reassured solely as a result of the defense undertaken by Reinsurer.

Nothing contained in this Article is intended to change the relationship of the
parties to this Agreement or to enlarge upon the rights or obligations of either
party hereunder except as provided herein. Its intent is to pay the statutory
successor of Reassured on the basis of the amount of liability determined in the
liquidation or receivership proceeding rather than on the basis of the actual
amount of loss paid by the liquidator, receiver, or statutory successor to
allowed claimants.


                                       8
<PAGE>
                                   ARTICLE 19

NON-ASSIGNABILITY

Neither Reassured nor Reinsurer may assign any of its rights or obligations
under this Agreement without the express written consent of the other, except
that the Reassured may assign its rights under this Agreement to any of its
affiliates in connection with a merger involving the Reassured or in connection
with the acquisition of substantially all the assets of the Reassured.


                                   ARTICLE 20

UNAUTHORIZED REINSURANCE

A.    If any jurisdiction in which any portion of Reassured's Business was
      written shall not permit Reassured, in the statements required to be filed
      with such jurisdiction's regulatory authority(ies), to receive full credit
      as admitted reinsurance for the reinsurance provided by Reinsurer under
      this Agreement, Reinsurer agrees to fund such obligations (hereinafter
      referred to as "Reinsurer's Obligations") by funds withheld, cash
      advances, Letter of Credit or Trust Agreement. The Reinsurer shall have
      the option of determining the method of funding provided the Reassured
      receives full credit for Reinsurer's Obligations from insurance regulatory
      authorities having jurisdiction over Reassured's reserves.

B.    When funding by a Letter of Credit, the Reinsurer agrees to apply for and
      secure timely delivery to the Reassured of a clean, irrevocable and
      unconditional Letter of Credit issued by a bank and containing provisions
      acceptable to the insurance regulatory authorities having jurisdiction
      over the Reassured's reserves in an amount equal to the Reinsurer's
      proportion of said reserves. Such Letter of Credit shall be issued for a
      period of not less than one year, and shall be automatically extended for
      one year from its date of expiration or any future expiration date unless
      thirty (30) days (sixty (60) days where required by insurance regulatory
      authorities) prior to any expiration date the issuing bank shall notify
      the Reassured by certified or registered mail that the issuing bank elects
      not to consider the Letter of Credit extended for any additional period.

C.    The Reinsurer and Reassured agree that the Letters of Credit provided by
      the Reinsurer pursuant to the provisions of this Agreement may be drawn
      upon at any time, notwithstanding any other provision of this Agreement,
      and be utilized by the Reassured or any successor, by operation of law, of
      the Reassured including, without limitation, any liquidator,
      rehabilitator, receiver or conservator of the Reassured for the following
      purposes, unless otherwise provided for in a separate Trust Agreement:

      1.    to reimburse the Reassured for the Reinsurer's Obligations, the
            payment of which is due under the terms of this Agreement and which
            has not been otherwise paid;

      2.    to make refund of any sum which is in excess of the actual amount
            required to pay the Reinsurer's Obligations under this Agreement.


                                       9
<PAGE>
D.    In the event the amount drawn by the Reassured on any Letter of Credit is
      in excess of the actual amount determined to be due, the Reassured shall
      promptly return to the Reinsurer the excess amount so drawn.

E.    The issuing bank shall have no responsibility whatsoever in connection
      with the propriety of withdrawals made by the Reassured or the disposition
      of funds withdrawn, except to ensure that withdrawals are made only upon
      the order of properly authorized representatives of the Reassured.

F.    At annual intervals, or more frequently as agreed but never more
      frequently than quarterly, the Reassured shall prepare a specific
      statement of the Reinsurer's Obligations, for the sole purpose of amending
      the Letter of Credit, in the following manner:

      1.    If the statement shows that the Reinsurer's Obligations exceed the
            balance of credit as of the statement date, the Reinsurer shall,
            within thirty (30) days after receipt of notice of such excess,
            secure delivery to the Reassured of an amendment to the Letter of
            Credit increasing the amount of credit by the amount of such
            difference.

      2.    If, however, the statement shows that the Reinsurer's Obligations
            are less than the balance of credit as of the statement date, the
            Reassured shall, within thirty (30) days after receipt of written
            request from the Reinsurer, release such excess credit by agreeing
            to secure an amendment to the Letter of Credit reducing the amount
            of credit available by the amount of such excess credit.


                                   ARTICLE 21

ARBITRATION'

As a condition precedent to any right arising hereunder, any dispute between
Reassured and Reinsurer arising out of the provisions of this Agreement, or
concerning its interpretation or validity, whether arising before or after
termination of this Agreement, shall be submitted to arbitration in the manner
hereinafter set forth.

Unless the parties agree upon a single arbitrator within 30 days after the
receipt of a notice of intention to arbitrate, all disputes shall be submitted
to an arbitration panel composed of two arbitrators and an umpire, chosen in the
manner described below.

The members of the arbitration panel shall be chosen from persons knowledgeable
in the insurance and reinsurance business with no prior or present business or
personal connection to either party or another arbitrator. Unless a single
arbitrator is agreed upon, the party requesting arbitration (hereinafter
referred to as the "claimant") shall appoint an arbitrator and give written
notice thereof, by registered or certified mail, return receipt requested, to
the other party (hereinafter referred to as the "respondent") together with the
notice of intention to arbitrate. Within 30 days after receiving such notice,
the respondent shall also appoint an arbitrator and notify the claimant thereof.
Before instituting a hearing, the two arbitrators so appointed shall choose an
umpire. If, within 20 days after the appointment of the


                                       10
<PAGE>
arbitrator chosen by the respondent, the two arbitrators fail to agree upon the
appointment of an umpire, each of them shall nominate two individuals to serve
as umpire, of whom they shall decline two and the umpire shall be chosen from
the remaining two by drawing lots. The name of the individual first drawn shall
be the umpire.

If the respondent fails to appoint an arbitrator within 30 days after receiving
a notice of intention to arbitrate, such arbitrator shall be appointed by the
claimant who shall then, together with the first arbitrator appointed by the
claimant, choose an umpire as provided in the preceding paragraph of this
Article.

Any arbitration instituted pursuant to this Article shall be held in Cincinnati,
Ohio unless some other place is mutually agreed upon by Reassured and Reinsurer.

Unless otherwise extended by the arbitration panel, or agreed to by the parties,
each party shall submit its case to the panel within 30 days after the selection
of an umpire.

All proceedings before the panel shall be informal and the panel shall not be
bound by the formal rules of evidence. The panel shall also have the power to
fix all procedural rules relating to the arbitration proceeding. In reaching any
decision, the panel shall give due consideration to the customs and usages of
the insurance and reinsurance business, and shall make their award with a view
of effecting the general purpose of this Agreement rather than in accordance
with a literal interpretation of the language.

The arbitration panel shall render its decision within 60 days after conclusion
of the proceeding, which decision shall be in writing, stating the reasons
therefor. The decision of the majority of the panel shall be final and binding
on the parties to the proceeding. Judgment may be entered upon the final
decision of the arbitrators in any court having jurisdiction. No punitive
damages may be awarded.

Unless otherwise allocated by the panel, all costs of the arbitration
proceeding, including the fees of the arbitrators and umpire, shall be borne
equally among the parties.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate effective as of January 1, 2003.


                                 WINDSOR INSURANCE COMPANY



                                 By:
                                    --------------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


                                 GREAT AMERICAN INSURANCE COMPANY
                                 GREAT AMERICAN ALLIANCE INSURANCE COMPANY
                                 GREAT AMERICAN ASSURANCE COMPANY


                                       11
<PAGE>
                                 GREAT AMERICAN CONTEMPORARY INSURANCE COMPANY
                                 GREAT AMERICAN E & S INSURANCE COMPANY
                                 GREAT AMERICAN FIDELITY INSURANCE COMPANY
                                 GREAT AMERICAN INSURANCE COMPANY OF NEW YORK
                                 GREAT AMERICAN PROTECTION INSURANCE COMPANY
                                 GREAT AMERICAN SECURITY INSURANCE COMPANY
                                 GREAT AMERICAN SPIRIT INSURANCE COMPANY
                                 GREAT TEXAS COUNTY MUTUAL INSURANCE COMPANY



                                 By:
                                    --------------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


                                 GREAT AMERICAN LLOYD'S INSURANCE COMPANY
                                 By its Attorney-In-Fact, Great American
                                   Lloyd's, Inc.



                                 By:
                                    --------------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------



                                       12