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                                                                   Exhibit 10.15

                              MANAGEMENT AGREEMENT
                              --------------------

          This Agreement is entered into by and between Mercury Indemnity
Company of Illinois, hereinafter referred to as Insurer, and Mercury General
Corporation, hereinafter referred to as Manager.

          In consideration of the promises, conditions and covenants herein
contained, the parties agree as follows:


                                   SECTION I

                                 EFFECTIVE DATE
                                 --------------

          This Agreement shall become effective on January 1, 1995 subject to
the conditions set forth in Section II.

                                   SECTION II

                          CONDITIONS OF EFFECTIVENESS
                          ---------------------------

          The Agreement or any amendment thereto shall become effective only if:

          A. The Illinois Department of Insurance, if required, shall have
          approved of and/or acknowledged in writing this Agreement or any
          amendment thereto; and

          B. The boards of directors of the Manager and the Insurer shall have
          approved this Agreement by a majority vote.

                                  SECTION III

                            SERVICES AND FACILITIES
                            -----------------------

          A. Commencing on the Effective Date and until the termination of this
          Agreement, Manager shall provide the services and facilities as are
          described hereunder to the Insurer. Such services and facilities as
          are provided hereunder shall be subject to the control and approval of
          the board of directors of the Insurer, and shall be performed in the
          manner and for the consideration set forth herein by manager, and such
          services shall be performed in accordance with applicable laws and
          regulations in all of the jurisdictions in which the Insurer conducts
          business. It is recognized that the Insurer may be governed by laws
          and regulations which are particularly applicable to its business and
          thus Manager, by virtue of this Agreement, recognizes its
          responsibility to perform in accordance with any such laws or
          regulations including, but not limited to, compliance with any order
          or orders issued by any governmental agency affecting the Insurer; and
          Manager hereby acknowledges that in such case it will immediately
          conform to same in the performance of its services as hereinafter set
          forth. The board of directors of the Insurer shall retain
          responsibility for the performance of services provided pursuant to
          this Agreement by Manager and, in connection therewith, shall require
          Manager to perform in accordance with the standards of performance set
          forth herein.

          B. The Manager promises to manage the Insurer, and to conduct on its
          behalf any and all duties of management as shall be necessary for the
          complete operation of the Insurer.

          C. The Insurer hereby delegates to the Manager all of the duties of
          management which it is allowed to so delegate by the laws of the State
          of Illinois, including but not limited to the following duties: to
          issue

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          and underwrite insurance policies, which the Insurer may be so
          authorized to do by law, in accordance with the rules and regulations
          as delineated in the underwriting manuals of the Insurer, settle and
          adjust any and all losses and claims, defend lawsuits, establish
          premium rates, establish and choose sales agents and brokers,
          determine agents' and brokers' commissions, prepare the records
          necessary for the conduct of the insurance business, furnish all
          forms, supplies and agents' manuals necessary for the conduct of the
          insurance business.

          D. The Manager promises to perform all of the operating functions on
          behalf of Insurer, including but not be limited to the following:

             1. To acquire, license and appoint sales agents and brokers for the
             production of the insurance business of and for the Insurer,
             provided that the Insurer shall retain the right to refuse the
             appointment of any agent or broker and the right to terminate any
             agent or broker.

             2. To issue and underwrite policies on behalf of the Insurer and to
             choose and obtain the necessary applications and policy forms.

             3. To furnish for the Insurer all of the operating forms, printing
             supplies, agents' manuals and any other related items which may
             become necessary for the operation of the insurance business.

             4. To provide all personnel reasonably required by the Insurer and
             to fill all such positions in the Insurer with the advice and
             consent of the board of directors of the Insurer, all of which
             personnel shall be compensated exclusively by the Manager.

             5. To provide all facilities necessary for the conduct of the
             Insurer's business, including but not limited to real estate,
             office space and personal property, including furniture, fixtures
             and equipment. The office space, furniture, fixtures and equipment
             utilized by the Insurer in the conduct of its business may be owned
             or leased by the Manager or the Insurer.

             6. To pay on behalf of the Insurer all of its operating expenses,
             including but not limited to rent, supplies, salaries of all
             personnel, telephone, advertising costs, costs of settling and
             adjusting all insurance claims, legal defense costs, court costs,
             costs of loss analysis, accounting costs (other than auditing), and
             premium collection costs; provided, however, that the Insurer shall
             pay, and be responsible for, the costs of management fees, premium
             taxes, losses, reserves for unpaid losses, reserves for unpaid loss
             adjustment expense, audit fees, assigned risk or similar
             assessments, bureau fees, Fair Plan or similar assessments,
             directors' fees, agents' commissions, reinsurance premiums, outside
             investment counsel fees, assessments by the Illinois Insurance
             Guaranty Fund or similar state guaranty funds, membership fees in
             trade associations, any assessments by such associations, political
             contributions (to the extent not prohibited by applicable law),
             premiums paid for insurance policies in which the Insurer is the
             beneficiary and owner, such as fidelity bonds, taxes of all types
             and costs which may be levied on insurance companies by the
             governmental authorities having jurisdiction over the same, and
             agents' bonuses (contingency commissions).

     E.  This Agreement is not intended to supersede or replace the policy
     making decisions of or the supervisory responsibilities of the board of
     directors of the Insurer.  Nor is it intended that substantial control of
     the Insurer or of any of the powers vested in the board of directors
     thereof are to be transferred to the Manager as a result of this Agreement.
     Said board of directors, a committee thereof or agents appointed by said
     board of directors, shall have the right, at all times, to cause the books
     and records of the Manager to be inspected and/or audited as they relate to
     the business of the Insurer.

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                                   SECTION IV

                          INVESTMENT ADVISORY SERVICES
                          ----------------------------

     The Manager agrees to act as investment advisor to the Insurer with respect
to the investment of the Insurer's assets, and, in general, to supervise the
investment and reinvestment of cash, securities or other property comprising the
assets of the Insurer, subject at all times to the direction and control of the
board of directors (or responsible committee thereof) of the Insurer, all as
more fully set forth herein.

     In connection with the Manager's performance of investment advisory
services for the Insurer, the following provisions shall apply:

     A.  The Insurer shall at all times maintain a custodian (referred to
     hereinafter as the "Custodian") for its securities and appropriate bank or
     custodial accounts for the purpose of handling cash involved in the
     insurer's investment transactions.

     B.  The Manager shall obtain and evaluate pertinent information about
     significant economic developments and gather statistical and financial data
     affecting the investments of the Insurer and such investments which the
     Manager considers may be suitable for inclusion in the Insurer's investment
     portfolio.

     C.  At mutually agreeable intervals, the Manager shall furnish reports to
     the Investment Committee of the Insurer setting forth (i) a list of the
     Insurer's securities, showing the cost, market value, maturity date and
     other pertinent information regarding each such security, (ii) a summary of
     the investment transactions effected on behalf of the Insurer since the
     closing date of the preceding report, and (iii) the Manager's
     recommendations as to what securities should be acquired or sold in light
     of prevailing economic and securities market conditions.

     D.  After reviewing the Manager's periodic investment reports, the
     Investment Committee of the Insurer will advise the Manager which of the
     Manager's investment recommendations it has accepted or rejected.  If the
     Manager is notified in writing of the Insurer's acceptance of the Manager's
     recommendations, such notification shall constitute authorization to the
     Manager to effect the recommended investment transactions.

     E.  All investment transactions authorized by the Insurer's Investment
     Committee shall be carried out by the Manager through the Custodian, but
     the Manager may designate a broker or brokers to carry out said
     transactions.  All instructions or directions of the Manager to the
     Custodian shall, unless otherwise agreed to by the Manager and the
     Custodian, be made in writing, or orally and confirmed in writing as soon
     as practicable thereafter, and the Manager shall instruct all brokers,
     dealers or other persons executing investment orders to forward to the
     Custodian copies of all brokerage or dealer confirmations promptly after
     execution of all transactions.

     F.  The Manager is authorized to enter into an agreement with the Custodian
     to use the Depository Trust Company's Institutional Delivery System for
     trade confirmation and settlements.

     G.  The Insurer shall notify its Custodian of the appointment of the
     Manager as investment advisor by delivering a copy of this Agreement to its
     Custodian.

     H.  It is understood and agreed that the Manager's services in recommending
     investments shall be advisory only, and shall not in any way be deemed a
     delegation by the Insurer or its board of directors of their fiduciary
     powers, discretion or judgment in the selection, retention or disposition
     of any investments.

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     I.  The investment advisory services provided by the Manager under this
     Section, and all actions taken hereunder by it, shall at all times conform
     to the requirements imposed by the insurance laws and regulations of the
     State of Illinois.

                                   SECTION V

                                  COMPENSATION
                                  ------------

     In consideration of the services to be provided by the Manager under this
Agreement, the Insurer agrees to pay the Manager compensation in the amount and
manner set forth below:

     A.  Manager shall be reimbursed monthly for all expenses incurred on behalf
     of the Insurer in providing personnel, facilities and services contemplated
     by this Agreement.

     B.  In addition to the reimbursement of its expenses as provided in
     Paragraph A above, the Manager shall also receive for its services
     hereunder a management fee from the Insurer in an amount equal to one
     percent (1%) of the gross premiums written by the Insurer.  Such fee shall
     be payable quarterly within 45 days of the end after each calendar quarter.

                                   SECTION VI

                              OWNERSHIP OF RECORDS
                              --------------------

     The ownership and legal title to the insurance policies, insurance policy
records, data processing tapes, disks, programs and documentation, and account
records of the Insurer, compiled on behalf of the Insurer by the Manager, shall
remain in and with the Insurer.  However, the Manager shall have joint custody
with the Insurer of said records.

                                  SECTION VII

                               TERM OF AGREEMENT
                               -----------------

     A.  This Agreement shall be continuous from the Effective Date hereof to
     and including December 31, 1999; provided, however, that this Agreement may
     be terminated earlier by either party upon 120 days prior written notice.

     B.  The Insurer may terminate its participation under this Agreement
     immediately in the event that:

          (1)  The Manager shall have defaulted in the performance of any
               obligation under this Agreement and shall have failed to remedy
               such default within 30 days of receipt of written notice thereof
               from the Insurer asserting such default as grounds for
               termination of this Agreement; or

          (2)  The Manager is dissolved or determined insolvent.

     C.  The Manager may terminate its obligations to the Insurer under this
     Agreement immediately in the event that:

          (1)  The Insurer shall have defaulted in the performance of any
               obligation under this Agreement and shall have failed to remedy
               such default within 30 days of receipt of written notice thereof
               from the Manager asserting such default as grounds for
               termination of this Agreement; or

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          (2)  The Insurer is dissolved or determined insolvent.

     IN WITNESS WHEREOF, we have set our hands and seals this third day of
January, 1995.


MERCURY INDEMNITY COMPANY                MERCURY GENERAL CORPORATION
  OF ILLINOIS



---------------------------------        ----------------------------------
By: George Joseph, President             By: George Joseph, President



---------------------------------        ----------------------------------
By: Judy Walters, Secretary              By: Judy Walters, Secretary

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