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                                                                   Exhibit 10.21

                               SUBLEASE AGREEMENT

This Agreement is made and entered into this 1st day of January, 2003 by and
between GREAT AMERICAN INSURANCE COMPANY, an Ohio corporation with its principal
office located at 580 Walnut Street, Cincinnati, Ohio ("Sublessor"), and
INFINITY PROPERTY AND CASUALTY CORPORATION, an Ohio corporation with its
principal office located at 2204 Lakeshore Drive, Birmingham, Alabama 35209
("Sublessee").

                                    RECITALS

A.    Sublessor entered into a certain lease with W9/LWS II Real Estate Limited
      Partnership ("Landlord") dated July 12, 2000 ("Master Lease"), a copy of
      which is attached hereto as Exhibit A and made a part hereof, wherein
      Sublessor rented space in the building located at 500 Lanidex Plaza,
      Parsippany, New Jersey (the "Building"). The space which is subject to the
      Master Lease is called the "Premises".

B.    Sublessor is transferring certain of its insurance business and
      Sublessee or an affiliate will thereafter be servicing certain of such
      business.  Upon the closing of such transaction, it is contemplated
      that the Premises will be occupied by employees and agents of Sublessor
      ("Sublessor Employees") and by employees and agents of Sublessee
      ("Sublessee Employees").  The parties anticipate that the Sublessor
      Employees will constitute approximately 92.88% ("Sublessor's
      Percentage"), and the Sublessee Employees will constitute approximately
      7.12% ("Sublessee' s Percentage"), of the total of the Sublessor
      Employees and the Sublessee Employees which are sharing space in the
      Premises.  The parties do not intend to divide the Premises as between
      Sublessor and Sublessee, with one portion to be used exclusively by
      Sublessor and the Sublessor Employees and the other portion to be used
      exclusively by Sublessee and the Sublessee Employees.  Rather, the
      parties intend to enter into this Sublease to set forth the terms and
      conditions on which Sublessor and Sublessee will share the Premises
      during the term of this Sublease.

NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions hereinafter set forth, the parties agree as follows:

                              TERMS AND CONDITIONS

      1. Premises: Sublessor hereby leases the Premises to Sublessee, and
Sublessee hereby leases the Premises from Sublessor for those uses set forth in
the Master Lease and for no other purpose. Notwithstanding the above provisions
of this Paragraph 1, Sublessee's right to possession of the Premises shall not
be exclusive, and shall be shared with Sublessor as provided in Paragraph 2.

      2. Space-Sharing Arrangement: This Sublease is intended to accomplish a
space-sharing arrangement between Sublessor and Sublessee during the term of
this Sublease, rather than a sublease of a specific portion of the Premises,
with Sublessor and Sublessee sharing the occupancy costs in accordance with the
Sublessor's Percentage and the Sublessee's Percentage, respectively. Sub1essor
and Sublessee will cooperate with each other and will act in good faith

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in order to coordinate their shared use of the Premises so each can conduct
its business without unreasonable interference from the other during the term
of this Sublease.

      3. Term: The term of this Sublease shall commence on January 1, 2003 and
shall expire December 31, 2004.  This Sublease shall automatically expire if
the Master Lease expires or is terminated.

      4. Rental: Sublessee hereby agrees to pay to Sublessor Sublessee's
Percentage of the same rent as computed, required and set forth in the Master
Lease, payable in monthly installments due and payable on the date payable under
the Master Lease at Sublessor's office at 580 Walnut Street, Cincinnati, Ohio
45202 or at such other place as Sublessor may from time to time designate by
written notice to Sublessee.

      5. Renewal: Provided the Master Lease will, according to its terms, be in
effect for the full renewal term, Sublessee shall have the right to renew this
Sublease for one additional term of two years. Sublessee shall exercise its
renewal rights by written notice to Sublessor not later than one hundred twenty
(120) days prior to the end of the then expiring term.

      6. Representations: Sublessor hereby warrants and represents that it is
now leasing the Premises pursuant to the terms and provisions set forth in the
Master Lease, that a true and complete copy of the Master Lease is attached
hereto as Exhibit A, that the Master Lease is in full force and effect, and that
Sublessor has a valid leasehold interest in the Premises under the Master Lease;
that neither the Master Lease nor any of the obligations, duties, and
responsibilities of the Sublessor or of the Landlord under the Master Lease
("Master Landlord") have been amended, modified, or altered in any manner
whatsoever; and that there exists no circumstance, condition or act of default
which would entitle or permit the Master Landlord to terminate the Master Lease
or to abridge any rights of Sublessor as Tenant thereunder. Sublessor covenants
that it will not modify or surrender the Master Lease without the prior written
consent of Sublessee, and represents that is has full right, power and authority
under the Master Lease and otherwise to enter into this Sublease.

      7. Master Lease:

         A. All the obligations contained in the Master Lease conferred and
      imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor
      and Sublessee in accordance with the Sublessor's Percentage and the
      Sublessee's Percentage, respectively, except as modified and amended by
      this Sublease, and all rights and privileges contained in the Master
      Lease conferred upon Sublessor (as Tenant therein), are hereby conferred
      and imposed upon Sublessee, to the extent of Sublessee's Percentage.
      Sublessor covenants and agrees it will make payment of the rentals
      reserved under the Master Lease as and when due, will perform
      Sublessor's insurance obligations under the Master Lease, and will
      otherwise fully and faithfully perform the terms and conditions of the
      Master Lease with respect to the Sublessor's Percentage. Sublessee
      covenants and agrees to otherwise fully and faithfully perform the terms
      and conditions of the Master Lease and the Sublease on its part to be
      performed. Neither the Sublessor nor Sublessee shall do or cause to be
      done any act which would or might cause the Master Lease, or the rights
      of Sublessor as tenant under the Master Lease to be endangered,
      cancelled, terminated,


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      forfeited or surrendered, or which would or might cause Sublessor to be
      in default thereunder or liable for any damage, claim or penalty.
      Sublessee agrees, as an express inducement for Sublessor executing this
      Sublease, that if there is any conflict between the provisions of the
      Master Lease and this Sublease which would permit Sublessee to do or
      cause to be done any act which is prohibited by the Master Lease then
      the provisions of the Master Lease shall prevail.

         B. Sublessee shall pay to Sublessor, within ten (10) days after
      demand therefor by Sublessor, Sublessee's Percentage of any and all sums
      (except fixed annual rent payable under the Master Lease) due pursuant
      to the Master Lease. Sublessor shall not demand such payment prior to
      the date which is thirty (30) days before the date any such sum shall be
      due and owing under the Master Lease.

         C. Notwithstanding anything to the contrary herein contained,
      Sublessor shall have no duty itself to perform any obligations of the
      Master Landlord, nor shall such default of the Master Landlord affect
      this Sublease or waive or defer the performance of any of Sublessee' s
      obligations hereunder; provided, nevertheless, that in the event of any
      such default or failure of performance by Master Landlord, Sublessor
      agrees, upon notice from Sublessee, to make immediate demand upon Master
      Landlord to perform its obligations under the Master Lease.

      8. Default:

         A. If Sublessee defaults in the performance of any of its obligations
      hereunder, and such default continues for five (5) days after the giving
      of notice of such default with respect to the failure to pay any monies,
      or ten (10) days after the giving of notice of default with respect to
      the failure to perform or comply with any non-monetary obligations of
      Sublessee hereunder, then Sublessor may cure any such default and add
      the cost thereof (including reasonable attorneys' fees) to rent or
      terminate this Sublease upon giving three (3) days notice of termination
      to Sublessee. Sublessee shall have reasonable additional time beyond ten
      (10) days to cure a non-monetary default if Sublessee has commenced to
      cure same within said ten (10) days and thereafter proceeds with due
      diligence to cure same.

         B. Notwithstanding anything to the contrary contained herein,
      Sublessor may terminate this Sublease on three (3) days notice of
      termination (without having given prior notice of default) if in the
      reasonable apprehension of Sublessor the act or omission of Sublessee
      would cause a default under the Master Lease such as would entitle the
      Master Landlord within said period to terminate the Master Lease.

         C. In the event of Sublessee's default hereunder Sublessee shall
      remain liable for all rent and other sums due under the Sublease for the
      remainder of what would have been the term, for all damages arising out
      of its default and for all costs incurred in connection with any
      re-letting of the Premises. Sublessor shall have the right to re-enter
      and take possession of the Premises in the event of a termination for
      default. In addition to any and all remedies set forth herein Sublessor
      shall have all remedies available at law


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      or in equity and any and all remedies shall be cumulative and
      non-exclusive. Sublessor shall in any event, remain liable for all
      obligations imposed upon it by the Master Lease.

      9. No Representations: Sublessor makes no representations with respect
to this transaction or the Premises, except as specifically set forth herein,
and Sublessee expressly acknowledges that no such representations have been
made. Sublessee takes the Premises in their "as is" condition, subject to
reasonable wear and tear. Sublessor warrants that the Premises shall, at the
time possession is delivered to Sublessee, be in substantially the same
condition as the date of execution of this Sublease.

      10. Mechanics Liens:  Sublessee shall cause no mechanics liens to be
placed against the Premises or any portion thereof.

      11. Surrender:  Sublessee shall surrender the Premises upon termination
of this Sublease in the same condition as on the date of commencement, subject
to ordinary wear and tear, casualty loss and damage caused by Sublessor or
Sublessor's Employees.

      12. Notices: All notices, demands, submissions and consents required
hereunder shall be in writing and shall be deemed given if sent by certified
mail, return receipt requested postage prepaid (a) to Sublessee, at the
address of Sublessee as hereinabove set forth or such other address as
Sublessee may designate by notice to Sublessor, or (b) to Sublessor, at the
address hereinabove set forth, or such other address as Sublessor may
designate by notice to Sublessee.

      13. Liability Insurance: Sublessor is presently maintaining, and will
continue to maintain, general public liability insurance with respect to the
Premises for amounts in excess of $1,000,000 up to $25,000,000 per occurrence,
and will cause Sublessee to be an additional named insured under such policy
up to $25,000,000. Sublessee will reimburse Sublessor for Sublessee' s
Percentage of the premiums for such insurance that are attributable to the
term of this Sublease. Sublessee will defend, indemnify and hold harmless
Sublessor for any loss, damage or liability relating to the Premises caused by
Sublessee or Sublessee's agents, contractors, employees, invitees or
licensees, up to $1,000,000. In addition, Sublessee will indemnify Sublessor
for any loss, damage or liability caused by Sublessee not covered by
Sublessor's general public liability insurance.

      14. Contents Insurance: Sublessor is presently maintaining, and will
continue to maintain, casualty insurance with respect to the personal property
located in the Premises, with a deductible not greater than $100,000 per
occurrence, and will cause Sublessee to be named as a loss payee under such
policy. Sublessee will reimburse Sublessor for Sublessee's Percentage of the
premiums for such insurance that are attributable to the term of this
Sublease. Sublessee will indemnify Sublessor against loss or damage to the
personal property located on the Premises caused by Sublessee or Sublessee's
Employees, up to the amount of the insurance deductible (which shall not
exceed $100,000 per occurrence).

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      15. Indemnification:

          A. Sublessee's Indemnity of Sublessor. Sublessee shall indemnify and
      hold Sublessor harmless against any and all claims, liabilities, damages
      or losses, and any attorneys fees and other incidental expenses,
      resulting from injury or death of any person or damage to property
      occurring on or about the Premises or arising in conjunction with the
      use and occupancy of the Premises by Sublessee or others claiming under
      Sublessee.

          B. Sublessor's Indemnity of Sublessee. Sublessor shall indemnify and
      hold Sublessee harmless against any and all claims, liabilities, damages
      or losses, and any attorneys fees and other incidental expenses,
      resulting from injury or death of any person or damage to property
      occurring on or about the Premises or arising in conjunction with the
      use and occupancy of the Premises by Sublessor or others claiming under
      Sublessor.

      16. Alterations:  Sublessee shall not make any alterations or additions
to the Premises without first obtaining Sublessor's and Master Landlord's
consent.

      17. Assignment: Without the prior written consent of Sublessor, and
Master Landlord, neither Sublessee, nor Sublessee' s legal representatives or
successors in interest by operation of law or otherwise, shall assign or
mortgage this Sublease, or sublet or license the whole or any part of the
Premises or permit the Premises or any part thereof to be used or occupied by
others. Any consent by Sublessor and Master Landlord to any act of assignment
or subletting shall be held to apply only to the specific transaction thereby
authorized. Such consent shall not be construed as waiver of the duty of
Sublessee, or the legal representatives or assigns of Sublessee, to obtain
from Sublessor or Master Landlord consent to any other or subsequent
assignment or subletting, or as modifying or limiting the rights of Sublessor
or Master Landlord to assign or sublet without such consent. Both Sublessor
and Sublessee shall assume and be liable to Master Landlord for any and all
acts and omissions of any and all assignees, subtenants, undertenants and
occupants.

      18. Consents: With respect to any provision of this Sublease which
provides, in effect, that Sublessor shall not unreasonably withhold or
unreasonably delay any consent or any approval, Sublessee, shall not in any
event be entitled to make, nor shall Sublessee make, any claim for money
damages and Sublessee hereby waives any claim for money damages; nor shall
Sublessee claim any money damages by way of setoff, counterclaim or defense,
based upon any claim or assertion by Sublessee that Sublessor has unreasonably
withheld or unreasonably delayed any consent or approval; but Sublessee's sole
remedy shall be an action or proceeding to enforce any such provisions, or for
specific performance, injunction or declaratory judgment.

      19. No Broker: Sublessee covenants, warrants and represents that there
was no broker instrumental in consummating this Sublease and that no
conversations or prior negotiations were had with any broker and agrees to
defend, indemnify and hold Sublessor harmless against any claims for brokerage
commission arising out of any conversations or negotiations had by Sublessee
with any broker.

      20. Liability of Sublessor: In the event of a transfer of Sublessor's
interest in the Master Lease, or in this Sublease, it shall be deemed without
further agreement between the

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parties and such transferee that the transferee has assumed and agreed to
observe and perform all obligations of the Sublessor hereunder.
Notwithstanding any such transfer, Sublessor shall be and remain liable to
Sublessee for the observance and performance of all obligations of the
Sublessor hereunder, and for breach of any of the representations and
warranties made by Sublessor herein.

      21. Quiet Enjoyment: Sublessor warrants and agrees that, provided
Sublessee pays and performs all its covenants, agreements and obligations under
this Sublease, Sublessee shall have the quiet and peaceful enjoyment of the
Premises for the full term of this Sublease.

      22. Waiver: One or more waivers of any covenants or conditions by
Sublessor shall not be construed as a waiver of a subsequent breach of the same
or any other covenants or conditions, and the consent or approval by Sublessor
to or of any act by Sublessee requiring Sublessor' s consent or approval shall
not be construed to waive or render unnecessary Sublessor's consent or approval
to or of any subsequent similar act by Sublessee.

      23. Effect: This Agreement shall be binding upon the parties hereto,
their heirs, successors and permitted assigns, and may not be altered,
amended, terminated or modified except by written instrument executed by each
of the parties hereto.

      24. Forum: This Agreement shall be governed by the laws of the State
wherein the Premises are located.

IN WITNESS WHEREOF, the parties have executed this Agreement the date first
above written.


WITNESS                             GREAT AMERICAN INSURANCE COMPANY


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


WITNESS                             INFINITY PROPERTY AND CASUALTY
                                    CORPORATION

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




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