Exhibit 2.1

                          STRATEGIC ALLIANCE AGREEMENT

                                 By And Between

                          CONTINENTAL CASUALTY COMPANY

                                       And

                              IGF INSURANCE COMPANY
                               IGF HOLDINGS, INC.
                        SYMONS INTERNATIONAL GROUP, INC.












                                February 28, 1998


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                                TABLE OF CONTENTS

         ARTICLE 1
         DEFINITIONS..........................................................1

         ARTICLE 2
         CLOSING.............................................................15
         2.1   Time of Closing...............................................15
         2.2   Transfer of Employees and Assets..............................16
         2.3   Transition Teams..............................................16
         2.4   Acts of Closing...............................................16
         2.5   Break-Up Fee..................................................16

         ARTICLE 3
         TRANSFER OF MANAGEMENT RESPONSIBILITY;
         MPCI AND CROP HAIL BUSINESS.........................................16
         3.1   Assumption of Management......................................16
         3.2   Transfer of Supporting Policies, Data, and Assets.............17
         3.3   Employment of Personnel.......................................17
         3.4   Execution of Ancillary Agreements.............................17
         3.5   No Assumption of Liabilities..................................17
         3.6   Maintenance of SRAs...........................................18
         3.7   Underwriting Committee........................................18
         3.8   Special Sale and Purchase Rights..............................18
               A.  In General................................................18
               B.  CNA's Put Mechanisms......................................19
               C.  IGF Call Mechanisms.......................................20

         ARTICLE 4
         REPRESENTATIONS AND WARRANTIES OF CNA...............................21
         4.1   Existence and Good Standing...................................21
         4.2   Due Authorization.............................................21
         4.3   No Liens......................................................22
         4.4   No Violation..................................................22
         4.5   Foreign Status................................................22
         4.6   No Broker Transactions........................................22
         4.7   Litigation, Actions and Proceedings...........................22
         4.8   Good Title....................................................23
         4.9   Approvals.....................................................23
         4.10  Software......................................................23
         4.11  Licenses......................................................23
         4.12  Leased Premises...............................................23
         4.13  Environmental Matters.........................................23

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         4.14  MPCI Premium Volume...........................................24
         4.15  Crop Hail Premium Volume......................................24
         4.16  Agency Contracts..............................................24
         4.17  Production Costs..............................................24
         4.18  Standard Reinsurance Agreements...............................24
         4.19  Federal Crop Insurance Corporation............................24
         4.20  Governmental Authority........................................24
         4.21  Compliance with Laws..........................................25
         4.22  Insurance Contracts...........................................25
         4.23  Regulatory Filings............................................25
         4.24  Reinsurance...................................................26
         4.25  Conduct of Business...........................................26
         4.26  Other Sale Arrangements.......................................26
         4.27  Contracts.....................................................26


         ARTICLE 5
         REPRESENTATIONS AND WARRANTIES OF IGFH..............................26
         5.1   Existence and Good Standing...................................26
         5.2   Due Authorization.............................................26
         5.3   No Violation..................................................27
         5.4   No Broker Transactions........................................27
         5.5   Litigation, Actions and Proceedings...........................27
         5.6   Approvals.....................................................27
         5.7   Reinsurance Agreements........................................27
         5.8   Compliance With Laws..........................................28
         5.9   Permits, Licenses and Franchises..............................28

         ARTICLE 6
         COVENANTS...........................................................28
         6.1   Execution of Agreements.......................................28
         6.2   Conduct of Business...........................................28
         6.3   Certain Transactions..........................................29
         6.4   Due Diligence.................................................29
         6.5   Post-Closing Access...........................................30
         6.6   Consents and Reasonable Efforts...............................30
         6.7   Representation and Warranties.................................31
         6.8   Further Assurances............................................31
         6.9   Expenses......................................................31
         6.10  Code Section 338(h)(10) Election..............................31
         6.11  Exclusivity...................................................31
         6.12  NACU..........................................................31
         6.13  Non-Competition...............................................31
         6.14  Replacement Ancillary Agreements..............................32

                                       ii

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         6.15  Confidentiality...............................................32
         6.16  Intellectual Property and Trade Secrets.......................32
         6.17  IGFH Employees................................................32
         6.18  ERISA and Employment-Related Matters..........................32
         6.19  Licenses......................................................32
         6.20  Fronting......................................................32
         6.21  Reinsurance Agreements........................................33
         6.22  Leased Premises...............................................33
         6.23  NACU..........................................................33


         ARTICLE 7
         CLOSING CONDITIONS..................................................33
         7.1   Conditions to Obligations of the Parties......................33
               A.     Bring Down of Representations and Warranties...........33
               B.     Performance and Compliance.............................33
               C.     Opinion of Counsel.....................................33
               D.     Regulatory Approval....................................33
               E.     Required Consents......................................33
               F.     Litigation.............................................33
               G.     No Material Adverse Effect.............................34
               H.     Incumbency Certificate.................................34
               I.     Certificates of Existence and Licensure................34
               J.     Certified Copies of Resolutions........................34
               K.     Catastrophic Events....................................34
               M.     Ancillary Agreements...................................35


         ARTICLE 8
         EMPLOYEES AND EMPLOYMENT MATTERS....................................35
         8.1   Employment Transfer...........................................35
         8.2   No Liability for Prior Service................................35
         8.3   Hold Harmless.................................................35

         ARTICLE 9
         TERM AND TERMINATION................................................35
         9.1   Duration......................................................35
         9.2   Termination Prior to Closing..................................35
         9.3   Survival......................................................35
         9.4   Put/Call Termination..........................................36

         ARTICLE 10
         INDEMNIFICATION.....................................................36
         10.1  Indemnification by IGFH.......................................36
         10.2  Indemnification by CNA........................................36

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         10.3  Indemnification by CNA for Employment Related Matters.........37
         10.4  Indemnification Procedures....................................37
         10.5  Stamford Financial............................................38


         ARTICLE 11
         MISCELLANEOUS.......................................................38
         11.1  Further Actions...............................................38
         11.2  Costs.........................................................38
         11.3  Public Announcements..........................................38
         11.4  Survival......................................................38
         11.5  Amendment and Modification....................................38
         11.6  Waiver........................................................39
         11.7  Governing Law; Venue..........................................39
         11.8  Notice........................................................39
         11.9  Severability..................................................40
         11.10 Successors and Assigns........................................40
         11.11 Captions......................................................40
         11.12 Gender and Tense..............................................41
         11.13 Entire Agreement..............................................41
         11.14 Negative Inference............................................41
         11.15 Counterparts; Facsimile Signatures............................41
         11.17 Recitals......................................................41
         11.18 Future Cooperation............................................41



                                       iv

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EXHIBITS....................................................................E-1
   Exhibit A
      MPCI Quota Share Reinsurance Contract.................................E-2
   Exhibit B
      MPCI Quota Share Reinsurance Agreement................................E-3
   Exhibit C
      Crop Hail Insurance Quota Share Contract..............................E-4
   Exhibit D
      Crop Hail Insurance Quota Share Agreement.............................E-5
   Exhibit E
      Crop Hail Insurances Services and Indemnity Agreement.................E-6
   Exhibit F
      Multiple Peril Crop Insurance Services and Indemnity Agreement........E-7
   Exhibit G
      Letter of Intent and Term Sheet Dated February 2, 1998................E-8
   Exhibit H
      LLC Operating Agreement...............................................E-9
   Exhibit I
      General Conveyance, Assignment and Bill of Sale......................E-10
   Exhibit J
      REAP Software License Agreement......................................E-11
   Exhibit K
      Assignment and Assumption Agreement..................................E-12
   Exhibit 2.3
      Transition Plan Master Schedule......................................E-13
   Exhibit 7.1A
      Form of Bring-Down Certificate.......................................E-14
   Exhibit 7.1C
      Opinion of Counsel...................................................E-15
   Exhibit 7.1H
      Form of Incumbency Certificate.......................................E-16


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SCHEDULES..................................................................E-17
   Schedule 2.2
      CNA Employees........................................................E-18
   Schedule 3.2
      CNA's Assets.........................................................E-19
   Schedule 4.7
      Outstanding Litigation, Actions and
      Proceedings Relative to CNA MPCI Crop................................E-20
   Schedule 4.10
      CNA's Computer Software Programs and
      Intellectual Property Re: Crop - Other than REAP.....................E-21
   Schedule 4.11
      CNA Licenses.........................................................E-22
   Schedule 4.12
      Schedule of Leases...................................................E-23
   Schedule 4.14
      CNA's MPCI Gross and Net Written
      Premiums for 1995, 1996 and 1997.....................................E-24
   Schedule 4.15
      CNA's Crop Hail Gross and Net Premiums
      Written for 1995, 1996 and 1997......................................E-25
   Schedule 4.21
      Schedule of Agency Contracts.........................................E-26
   Schedule 4.22
      Line Item Production Costs of CNA for MPCI
      and Crop Hail Business for 1995, 1996 and 1997.......................E-27
   Schedule 4.27
      Forms of Insurance Contracts Available for Issuance..................E-28
   Schedule 4.32
      Other Contracts......................................................E-29
   Schedule 5.9
      Licenses.............................................................E-30
   Schedule 7.1E
      Schedule of Required Consents........................................E-31
   Schedule 10.3
      Schedule of Former Employee
      Litigation Relative to CNA Crop......................................E-32


                                       vi

<PAGE>



                          STRATEGIC ALLIANCE AGREEMENT


         This Strategic  Alliance  Agreement  ("Agreement") is entered into this
28th day of  February,  1998 by and between  Continental  Casualty  Company,  an
Illinois  insurance  corporation,  (including  its  Affiliates,  "CNA")  and IGF
Holdings,  Inc.,  an Indiana  corporation,  IGF  Insurance  Company,  an Indiana
insurance   corporation  and  Symons   International  Group,  Inc.,  an  Indiana
corporation.

                                   WITNESSETH:

         WHEREAS, CNA and IGFH, through their respective Insurance  Subsidiaries
provide crop insurance coverage to the agricultural community; and

         WHEREAS,  CNA and IGFH  desire  that IGFH manage the MPCI and Crop Hail
business of CNA and both  parties have agreed to  mechanisms  for the buy-out of
such Business by IGFH; and

         WHEREAS,  both CNA and  IGFH,  either  directly  or  through  Insurance
Subsidiaries,  have executed  Standard  Reinsurance  Agreements with the Federal
Crop Insurance Corporation for Crop Years 1998 and before; and

         WHEREAS,  CNA  and  IGFH  mutually  desire  to  work  together  in  the
development  and marketing of new crop insurance  coverages and risk  management
products; and

         WHEREAS,  the  parties  hereto  seek to  maximize  the  management  and
operational efficiencies of their respective crop insurance operations; and

         WHEREAS,  the parties  hereto each recognize and  acknowledge  that the
other  possesses  unique  strengths  and  resources  necessary to the  efficient
operational management of crop insurance operations.

         NOW, THEREFORE, for and in consideration of the mutual representations,
warranties,  covenants  and  agreements  contained  herein,  and intending to be
legally  bound  hereby,  and further in  consideration  of the  execution of the
Closing Agreements by the parties hereto, the parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

         Unless otherwise  defined herein,  for purposes of this Agreement,  all
defined  terms used  herein  shall  have the  meaning  assigned  to them in this
Article 1 and,  where  appropriate,  include the plural as well as the singular,
and the words  "herein",  "hereof",  and  "hereunder" and other words of similar
report  refer to this  Agreement as a whole and not to any  particular  Article,
Section or other Subsection.

                                        1

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"90-Day  T-Bill Rate" means the 90 Day Treasury  Bill Interest Rate as published
in the Midwest Edition of "The Wall Street Journal".

"A & O Subsidy" means the subsidy for the  administrative and operating expenses
authorized  by the Act and paid by FCIC on behalf of a producer  or insured to a
reinsured company holding an SRA with FCIC.

"Actual  Production  History" or "APH" means a plan of MPCI which  provides  the
yield  component  and yield  forecast of an insured by utilizing  the  insured's
historic yield record.  CRC plans use the policy terms and conditions of the APH
as its basic provisions of coverage.

"Act" means the Federal Crop Insurance Act, as amended (7 U.S.C. 1501 et seq).

"Additional  Coverage" means a Multiple-Peril  Crop Insurance Policy,  including
revenue-based  products,  providing  coverage in excess of that  provided by CAT
Coverage or companion covers.

"Affiliate"  of any  specified  Person  means  any  other  Person,  directly  or
indirectly,  controlling  or  controlled  by or under direct or indirect  common
control with such specified Person; provided,  however, the Company shall not be
deemed to include the Trust. For the purposes of this definition, "control" when
used with  respect to any Person  means the power to direct the  management  and
policies of such Person,  directly or indirectly,  whether through the ownership
of voting securities,  by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

"A.M. Best" means the A.M. Best Company, Inc., a rating agency and publisher for
the insurance industry.

"Ancillary  Agreements"  means  the  MPCI  ISA,  the  Crop  Hail  ISA,  the MPCI
Reinsurance Agreement, the MPCI Contract, the Crop Hail Agreement, the Crop Hail
Contract,  the LLC Operating  Agreement,  the REAP Agreement,  the  Supplemental
Intellectual  Property  Transfer  Agreement and the  Assignment  and  Assumption
Agreement.

"Annual  Settlement" means the settlement of accounts between an insurer holding
an FCIC SRA and the FCIC for the Reinsurance  Year,  beginning with the February
monthly  transaction  cut-off date following the Reinsurance Year and continuing
thereafter as necessary.

"Assignment and Assumption Agreement" means Exhibit K hereto.

"Assumed  Obligations" means those obligations of CNA assumed by IGF pursuant to
the Ancillary Agreements.

                                        2

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"Average Pre-Tax Income" for 1998 and future years means:
         Crop Year         Computation of Average Pre-Tax Income
         1998:             The Change of Control Average Pre-Tax Income.
         1999:             The Change of Control Average Pre-Tax Income.
         2000:             The Change of Control Average Pre-Tax Income.
         2001:             The four (4) year Olympic Average of the 1997 through
                           2000 Pre-Tax Incomes.
         2002 and beyond:  The five-year Olympic Average of Pre-Tax Incomes of
                           the five (5) years preceding the year in which the
                           computation is being made.

"Board of  Directors"  or "Board"  means with  respect to CNA,  the Company or a
Subsidiary,  or New Field,  as the case may be, the board of  directors  of such
company (or other body performing functions similar to any of those performed by
a board of directors).

"Break-Up Fee" shall have the meaning ascribed in Section 2.6 hereof.

"Business" shall have the meaning ascribed in Section 3.1 hereof and shall refer
to the Business to be  transferred  to IGFH  pursuant to this  Agreement and the
Ancillary Agreements.

"Business Day" means any day other than (i) a Saturday or Sunday,  or (ii) a day
on which banking institutions in the City of New York are authorized or required
by law or executive order to remain closed.

"Buy-up Coverage" means  Multiple-Peril Crop Insurance replaced by an Additional
Coverage policy  providing  coverage in excess of that provided by CAT Coverage.
Buy-up Coverage is offered only through private insurers.

"Call Right" or "Call Mechanism" means the right of IGFH to terminate,  pursuant
to a Change of Control or otherwise, the MPCI Reinsurance Agreement and the Crop
Hail Agreement pursuant to the provisions of Article 3 as of the end of the most
recently completed Crop Year.

"Call Note" means the note payable  through which SIG or IGFH may pay CNA if SIG
or IGFH  exercises its rights under the Call  Mechanism or the Change of Control
Call Mechanism.

"Canadian Hail" means Palliser Insurance Company, Saskatoon, Saskatchewan.

"Capital  Stock" of any Person  means any and all shares,  interests,  rights to
purchase, warrants, options,  participation or other equivalents of or interests
in (however designed) equity of such Person,  including any Preferred Stock, but
excluding any debt securities convertible into such equity.

"Casualty  Insurance"  means  insurance  which is primarily  concerned  with the
losses caused by injuries to third persons (i.e., not the  policyholder) and the
legal liability imposed on the insured resulting therefrom.  It includes, but is
not limited to, employers' liability, workers' compensation,

                                        3

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public  liability,   automobile  liability,   personal  liability  and  aviation
liability insurance. It excludes certain types of loss that by law or custom are
considered  as being  exclusively  within the scope of other types of insurance,
such as fire or marine.

"Catastrophic  Coverage" or "CAT Coverage" or "CAT" means the minimum  available
level of  Multiple-Peril  Crop Insurance,  providing  coverage for fifty percent
(50%) of a farmer's  historical  yield for eligible crops at sixty percent (60%)
of the price per  commodity  unit for such  crop set by the FCIC.  CAT  Coverage
currently is offered  through  private  insurers and, in certain states prior to
Crop Year 1998, was offered by USDA field offices.

"CAT  Administrative Fee" means the processing fee the policyholder must pay for
CAT  Coverage  in  accordance  with the Act and 7  C.F.R.  Chapter  IV.  The CAT
Administrative Fee is the only payment an insured makes for such coverage; there
is no premium billing.

"CAT LAE Reimbursement  Payment"means an LAE  Reimbursement  Payment made by the
FCIC to an insurer  holding an SRA with the FCIC equal to four and  seven-tenths
percent  (4.7%) of the total net book premium for  eligible  CAT crop  insurance
contracts  computed at  sixty-five  percent  (65%) of the  recorded or appraised
average yield  indemnified at one hundred percent (100%) of the projected market
price,  or  equivalent  coverage or such other amount as may be contained in the
SRA governing the Crop Year.

"Cede"  means  (i) the  method  (or  agreement)  by which an  insurance  company
reinsures its risk with another  insurance  company,  it "Cedes" business and is
referred to as the "Ceding  Company" or (ii) to pass on to another  insurer (the
reinsurer)  all or part of the  insurance  written  by an  insurer  (the  Ceding
Company) with the object of reducing the possible liability of the latter.

"Ceding  Company"  means an  insurance  company  that Cedes  business to another
company or reinsurer.

"Change of Control" means any transaction or series of transactions in which any
Person or group  (within the meaning of Rule 13d-5  under the  Exchange  Act and
Section 13(d) and 14(d) of the Exchange Act) other than G. Gordon  Symons,  Alan
G.  Symons,  Douglas H.  Symons and  members  of the Symons  family or  entities
directly or indirectly  controlled by them acquires all or substantially  all of
the  assets of the  Company,  IGFH or IGF,  or becomes  the  direct or  indirect
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act), by way of
merger, consolidation,  other business combination or otherwise, of greater than
fifty  percent  (50%) of the total voting power (on a fully  diluted basis as if
all  convertible  securities had been converted and all options and warrants had
been  exercised)  entitled to vote in the  election of Directors of the Company,
IGFH, IGF or the Surviving Person (if other than the Company, IGFH or IGF).

"Change of Control  Average  Pre-Tax Income" for 1998 and future years means the
Weighted  Average of the Pre-Tax Incomes for 1997,  1998, and 1999 if the Change
of Control Put or Call  Mechanisms are triggered  before January 1, 2000 and the
Weighted Average of the Pre-Tax Incomes

                                        4

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for 1997,  1998,  1999 and 2000 if those same  Mechanisms  are  triggered  after
January 1, 2000 but prior to June 30, 2000.

"Change of Control Call Mechanism" means a Call Mechanism  triggered by a Change
of Control.

"Change of Control Put Mechanism" means a Put Mechanism triggered by a Change of
Control.

"Change of Control Triggering Event" means a Change of Control.

"Closing"  means the date and event(s) at which this  Agreement,  if not already
executed,  and all of the Ancillary  Agreements  are executed and the applicable
requirements outlined in Articles 2 and 7 are fulfilled.

"Closing Agreements" means this Agreement,  the Reinsurance Agreements,  the LLC
Operating  Agreement,  the REAP Agreement,  the MPCI ISA, the Crop Hail ISA, the
Supplemental  Intellectual  Property Transfer Agreement,  the General Conveyance
Assignment  and Bill of Sale and  Transfer  of Assets,  and the  Assignment  and
Assumption Agreement.

"Closing Date" shall have the meaning ascribed in Section 2.1 hereof.

"CNA" means Continental  Casualty Company,  an Illinois  insurance  corporation,
including but not limited to its Affiliates.

"CNA AgTech" means CNA  Agriculture  Technology and Services,  Inc., an Illinois
corporation.

"CNA's Assets" means those Assets detailed on Schedule 3.2 hereto.

"CNA Crop Hail  Gross  Book  Premium"  means  the gross  premiums  for Crop Hail
policies and related  endorsements  written (less any return  premiums) on paper
excluding  business  fronted for IGF of CNA  Affiliates  for the 1998 Crop Year,
plus or minus the amount of premiums on such business  Ceded to CNA by Producers
Lloyds and Canadian Hail Entity. For 1999 and future years, this term shall mean
the CNA Crop  Hail  Gross  Book  Premium  as  computed  for the 1998  Crop  Year
multiplied by one (1) plus the percentage change from 1998 to the future year in
Total Industry Crop Hail Writings as determined and reported by NCIS.  Note that
the percentage  change can be either positive or negative and thus a future year
CNA Crop Hail Gross book Premium may be more or less than the 1998 amount.  This
definition  may change if the  reinsurance  arrangement  with  Producers  Lloyds
changes as outlined in that section.

"CNA Crop Hail Policies" means primary coverage Crop Hail insurance  policies or
other  Crop  Hail  risk  management  products  written  or  sold  by  CNA or its
Affiliates.

"CNA Crop Hail Proportion" for a given year means the ratio of the CNA Crop Hail
Gross  Book  Premium  for that year to  Combined  CNA/IGF  Crop Hail  Gross Book
Premium for that year.

                                        5

<PAGE>




"CNA Employee" means those Persons listed on Schedule 2.2.

"CNA Field Offices" means the current office locations of CNA Agriculture  which
offices are located in Spokane,  Washington,  Cary,  North  Carolina,  Amarillo,
Texas, Springfield, Illinois and Overland Park, Kansas.

"CNA  MPCI Net Book  Premium"  means  for the 1998  Crop  Year the MPCI Net Book
Premium  written by CNA under its 1998 SRA as reported in the Operations  Report
plus the MPCI Net Book Premium  written by Producers  Lloyds under its 1998 FCIC
SRA that is Ceded to CNA.  For 1999 and future Crop Years,  this term shall mean
the CNA MPCI Net Book Premium as computed for the 1998 Crop Year  multiplied  by
one (1)  plus  the  percentage  change  from  1998 to the  future  year in Total
Industry  MPCI  Writings as  determined  and reported in the Summary of Business
Reports.  The  percentage  change can be either  positive or negative and thus a
future year CNA MPCI Net Book Premium may be more or less than the 1998 amount.

"CNA MPCI Policies" means all primary coverage  insurance policies or other risk
management  products  written or sold by CNA or its Affiliates that are written,
designed, reinsured, and/or subsidized under the authority of the Act through an
SRA or other agreement with FCIC.

"CNA MPCI Proportion" for a particular Crop Year means the ratio of CNA MPCI Net
Book  Premium for such year to Combined  CNA/IGF  MPCI Net Book Premium for that
year.

"CNA Policies" means CNA MPCI Policies and CNA Crop Hail Policies.

"CNA Producers Lloyds Reinsurance Agreement" means that certain MPCI Reinsurance
Agreement  by and  between  CNA and  Producers  Lloyds  dated  August  29,  1997
(#0929-00-0017) and any successor thereto.

"Code" means the Internal Revenue Code of 1986, as amended,  and effective as of
the date hereof.

"Combined  CNA/IGF MPCI Net Book Premium" means the sum of MPCI Net Book Premium
from  the  SRA(s)  held  by each of IGF  and  CNA in the  Crop  Year in  which a
computation is made.

"Combined CNA/IGF Crop Hail Gross Book Premium" means the sum of Crop Hail Gross
Book  Premiums  written  by  each of IGF and  CNA in the  Crop  Year in  which a
computation is made.

"Combined Net  Underwriting  Gain (Loss)" means the sum of (i) the  underwriting
gain  (loss) on the IGF FCIC SRA and CNA FCIC SRA,  if any,  as  reported on the
Operations  Report,  and (ii) that  amount of  underwriting  gain  (loss) on the
Producers  Lloyds FCIC SRA, if any,  reported on the  Operations  Report that is
Ceded to CNA.  This  Combined  Net  Underwriting  Gain  (Loss)  shall be reduced
(increased)  by any gain (loss)  shared  under any  third-party  profit  sharing
agreements such as with NACU but excluding the costs of third party  reinsurance
agreements.


                                        6

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"Company" or "SIG" means Symons  International Group, Inc. and its Subsidiaries,
unless the context indicates otherwise.

"Confidential Information" shall have the meaning as is ascribed to such term in
Section 6.15 hereof.

"Crop Hail" means a policy of insurance  indemnifying  a crop  producer for crop
damage caused by the perils of hail and fire,  including  perils  recognized and
approved as Crop Hail by NCIS,  all policy  endorsements  involving such perils,
HAILPLUS(TM)  marketed by IGF,  any and all  non-NCIS  approved  basic  policies
written by CNA  covering  the perils of hail and fire  marketed as a  substitute
policy for the NCIS approved basic policies,  and nonstandard  endorsements such
as IGF's Production Guarantee  endorsement marketed by IGF or CNA as substitutes
for NCIS approved  basic  endorsements.  Excluded from this  definition is named
peril hail insurance or hail insurance written as a component of MPCI.

"Crop Hail  Agreement"  means the Crop Hail  Insurance  Quota  Share  Agreement,
attached hereto as Exhibit D.

"Crop Hail Contract" means the Crop Hail Insurance Quota Share Contract attached
hereto as Exhibit C.

"Crop Hail Crop Year" means the calendar year.

"Crop  Hail  Gross  Book  Premium"  means  the  total of amount of Crop Hail and
related  endorsement  premiums  written in a given  year by an  insurer  that is
reported to NCIS for statistical purposes.

"Crop Hail ISA" or "Crop Hail Fronting Agreement" means that Crop Hail Insurance
Services and Indemnity Agreement attached hereto as Exhibit E.

"Crop  Insurance  Business"  means  MPCI and Crop Hail,  but shall  specifically
exclude named peril and speciality risks insured by IGF.

"Crop Revenue  Coverage" or "CRC" means the  revenue-based  insurance  policy by
this name approved by FCIC for  reinsurance  and subsidy and reinsured under the
SRA which provides an insured with a guaranteed revenue stream by combining both
yield and price variability protection.

"Crop Year" means,  with respect MPCI,  the MPCI Crop Year,  and with respect to
Crop Hail, the Crop Hail Crop Year.

"Due  Diligence  Period" means that period which ends fifteen (15) business days
from  February  3,  1998 or such  other  time as may be  mutually  agreed by the
parties.

"Effective  Time" means 12:01 A.M. on March 17, 1998,  or such other time as may
be mutually agreed to by the parties hereto.

                                        7

<PAGE>




"Employment-Related Liability" means any and all loss, cost, damages, liability,
claim,  obligation,  judgment,  payment,  set-off,  set-aside,  remedial action,
defense cost (including,  but not limited to, attorneys'  fees),  accommodation,
arrangement,  accrual, annuity, or burden (financial or otherwise), resulting or
arising  from  or  related  to (i)  any  benefit,  pension,  vacation,  welfare,
retirement,  cafeteria,  supplemental,  compensation (including, but not limited
to, deferred compensation),  savings, stock, option (including traditional stock
options and derivative-type  plans such as stock appreciation rights and phantom
stock),  investment  or any other  plan  (whether  qualified  or  non-qualified,
written or not),  (ii) any written or oral contract of employment,  or (iii) any
right,  at law or  equity  as  (i),  (ii) or  (iii)  above  pertains  to any CNA
Employee.

"Environmental  Laws"  means  any and all  foreign,  Federal,  state,  local  or
municipal  laws,  rules,  orders,  regulations,   statutes,  ordinances,  codes,
decrees, requirements of any Governmental Authority or other Requirements of Law
(including  common  law),  regulating,  relating  to or  imposing  liability  or
standards of conduct  concerning  protection of human health or the environment,
as now or may at any time hereafter be in effect.

"ERISA" means the Employee  Retirement  Income  Security Act of 1974, as amended
from time to time.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Federal Crop Insurance Corporation" or "FCIC" means the wholly-owned government
corporation  within the USDA  created by Section 503 of the Act (7 U.S.C.  1503)
and authorized to carry out all actions and programs authorized by the Act.

"Front" means a contractual  arrangement  whereby one licensed  insurer issues a
policy on a risk for and at the request of one or more other  insurers  with the
intent of passing  all or  virtually  all of risk by way of  reinsurance  to the
other  insurer(s).  The licensed insurer is considered the organization in front
of the insurance transaction.

"Fronting  Company" means a licensed  insurer that enters into an agreement with
an insurer to issue policies in a state on behalf of another insurer.

"Governmental  Authority"  means any  nation or  government,  any state or other
political subdivision thereof and any entity exercising executive,  legislative,
judicial,  regulatory or administrative functions of or pertaining to government
(including, without limitation, the NAIC).

"Gross Premiums  Written" means direct premiums written (less  cancellations and
returns) plus premiums collected in respect of policies assumed,  in whole or in
part.

"IGF" means IGF Insurance  Company,  an Indiana  insurance  corporation,  and an
indirect, wholly-owned Subsidiary of the Company.


                                        8

<PAGE>



"IGFH" or "IGF Holdings" means IGF Holdings, Inc., an Indiana corporation, and a
wholly-owned Subsidiary of the Company.

"IGF MPCI  Policies"  means all  insurance  policies  or other  risk  management
products written,  sold, or reinsured by IGF or its Affiliates that are written,
designed,  reinsured and/or subsidized under the authority of the Act through an
SRA or other agreement with FCIC.

"Industry MPCI Gross Written  Premium" means the total MPCI Premium  reported by
FCIC on its Summary of Business Reports written by reinsured  companies  holding
SRAs with FCIC. This amount includes premiums from Additional  Coverage plus CAT
Coverage and all premiums from revenue-based products, pilot projects, and other
products covered by the SRA or amendments thereto.

"Insurance  Subsidiary"  means  any  regulated  insurance  company  which  is  a
wholly-owned Subsidiary of either CNA or IGF.

"Letter of Intent" means that Letter of Intent and Term Sheet dated  February 2,
1998 and attached hereto as Exhibit G.

"LLC Operating  Agreement" means the Limited Liability Company Agreement of [New
Field] LLC attached hereto as Exhibit H.

"Loss  Adjustment  Expenses" or "LAE" means  external  expenses  incurred in the
settlement of claims, including outside adjustment expenses, (including, but not
limited to, part-time adjusters), legal fees and other costs associated with the
claims adjustment process, but not including general overhead expenses.

"Loss and LAE Reserves" means liabilities established by insurers to reflect the
ultimate estimated cost of claim payments as of a given date.

"Losses Paid and/or  Reserved"  means the sum total of claims  payments  made to
insureds  plus  those  amounts  reserved,  according  to  standard  underwriting
procedures and regulations, for the payment of pending or expected claims.

"Material  Adverse Effect" means a material  adverse effect on (i) the business,
assets,  property,  condition (financial or otherwise) or prospects of either of
the  parties  hereto  (including,   without  limitation,  their  Affiliates  and
Subsidiaries)  taken as a whole, or (ii) the validity or  enforceability of this
Agreement  or any of the rights or remedies of the parties  hereto  arising from
this Agreement.

"Materials of Environmental  Concern" means any gasoline or petroleum (including
crude oil or any  fraction  thereof) or petroleum  products or any  hazardous or
toxic substances,  materials or wastes, defined or regulated as such in or under
any Environmental Law, including, without limitation, asbestos,  polychlorinated
biphenyls and urea-formaldehyde insulation.

                                        9

<PAGE>




"MPCI  Contract"  means the Multiple Peril Crop  Insurance  Quota Share Contract
attached hereto as Exhibit A.

"MPCI Crop Year" means the twelve  (12) month  period  commencing  on July 1 and
ending on June 30 of the following  year. This definition is synonymous with the
Reinsurance  Year  established by FCIC in its SRA and any change in the FCIC SRA
definition of Reinsurance  Year will control the definition of Crop Year herein.
For  avoidance of doubt,  the "2000 MPCI Crop Year" is the Crop Year that begins
July 1, 1999 and ends June 30, 2000.

"MPCI Excess Loss Adjustment Expense" or "XLAE" means an excess LAE payment made
by FCIC to an  insurer  holding  an SRA with  FCIC as  reimbursement  for LAE in
excess of normal LAE  expenses  that are  otherwise  covered in the Federal crop
insurance  program by the A & O Subsidy and the CAT LAE  provisions  of the SRA.
This XLAE has  historically  been paid as a percent of premiums written on a per
state,  per reinsurance fund basis to the extent loss ratios on a per state, per
reinsurance fund basis exceed specified levels.  The 1998 FCIC SRA includes XLAE
provisions  for both  additional  coverage and CAT  Coverage.  The 1999 FCIC SRA
includes  provisions  providing  only for XLAE on CAT Coverage.  Future SRAs may
include both or neither.

"MPCI Imputed Premium" means, for purposes of the profit/loss  sharing formulas,
LAE and XLAE  Reimbursement and other provisions in the FCIC SRA, that amount of
premium  actuarially  determined  by FCIC  to be  appropriate  for CAT  Coverage
although  no premium is  charged to the  insured.  It is the amount of premium a
farmer would pay for the coverage if they were so charged.

"MPCI ISA" or "MPCI Fronting  Agreement" means the Multiple Peril Crop Insurance
Services and Indemnity Agreement attached hereto as Exhibit F.

"MPCI Net Book Premium" means the total premium calculated for all eligible crop
insurance contracts, less A & O Subsidy,  cancellations and adjustments that are
written  under a FCIC SRA.  This  premium  includes  the Risk  Premium  Subsidy,
premiums paid by insureds,  MPCI Imputed Premium, and insured-paid  premiums and
Risk Premium Subsidy from all  revenue-based or other nonstandard MPCI contracts
included within the SRA for reinsurance and subsidy.

"MPCI Policies" means,  collectively,  all IGF MPCI Policies, CNA MPCI Policies,
Producers Lloyds MPCI Policies, and any other MPCI Policies the risk on which is
assumed by IGF or CNA.

"MPCI Premium" means, for purposes of the profit/loss  sharing  arrangement with
the federal  government,  the amount of premiums for all Buy-up  Coverage  sold,
consisting  of amounts  paid by farmers  plus the amount of any related  federal
premium subsidies.

"MPCI Reinsurance Agreement" means the Multiple Peril Crop Insurance Quota Share
Agreement attached hereto as Exhibit B.


                                       10

<PAGE>



"MPCI  Retention"  means the MPCI Net Book Premium  reduced by premiums Ceded in
respect of liability  reinsured by FCIC under the SRA.  This is the MPCI Premium
on which the insurer bears, before third party reinsurance,  one hundred percent
(100%) of the risk of loss.

"MPCI Underwriting Gain (Loss)" means (i) the CNA MPCI Proportion  multiplied by
(ii) the Combined CNA/IGF Net Underwriting Gain (Loss).

"Multiple-Peril   Crop   Insurance"  or  "MPCI"  means  a   federally-regulated,
subsidized and reinsured crop insurance program that provides producers of crops
with varying levels of insurance  protection  against  substantially all natural
perils to growing crops.

"NAIC" means the National Association of Insurance Commissioners.

"NACU" means the North American Crop Underwriters, Inc.

"NCIS" means the National Crop  Insurance  Services,  Inc.,  the actuarial  data
facility for the commercial crop insurance industry.

"Net Premiums Earned" means Net Premiums Written less unearned premium.

"Net Premiums  Written" means the total premiums for insurance written (less any
return premiums) during a given period,  reduced by premiums Ceded in respect of
liability reinsured by other insurers or the FCIC.

"Net  Retained  Premiums"  means the MPCI Net Book  Premium  reduced by premiums
Ceded in respect of  liability  reinsured  by FCIC under the SRA.  These are the
MPCI Premiums on which the insurer bears,  before third party  reinsurance,  one
hundred percent (100%) if the risk of loss.

"New  Field"  means the joint  venture  project,  to be  organized  as a limited
liability company ("LLC") between CNA and IGF.

"Olympic  Average" means the average  determined for a particular set of numbers
which is calculated after excluding the single highest number within the set and
the single lowest number within the set prior to ascertaining the average (i.e.,
a five- year Olympic  Average would be the average of three (3) years of numbers
after the high and low years' numbers were excluded).

"Operations   Report"  means  the  official   monthly   accounting   report  and
reconciliation furnished to an SRA holder by FCIC.

"Person"  means any  individual,  corporation,  partnership,  limited  liability
company, joint venture, association,  joint-stock company, trust, unincorporated
organization, government or any agency, instrumentality or political subdivision
thereof, or any other entity.


                                       11

<PAGE>



"Plan of Operation"  means that document and supporting  documents  submitted to
FCIC as described in and required by the SRA and Appendix 2 thereto.

"Policies-In-Force"  means  policies  written  and  recorded  on the books of an
insurer which are unexpired as of a given date.

"Pre-Tax  Income" for each Crop Year, with the exception of 1997,  means the sum
of  the  payments,  on a  pre-tax  basis,  received  by  CNA  through  the  MPCI
Reinsurance Agreement and Crop Hail Agreement in such year, including recoveries
(net of costs)  under any third party  reinsurance  agreement  to which CNA is a
party and inures to the benefit of CNA and IGF. For 1997,  Pre-Tax  Income means
$5.4 million.

"Price  Election"  means the maximum per unit commodity price by crop to be used
in computing MPCI Premiums, determined annually by the FCIC.

"Producers  Lloyds" means Producers  Lloyds Insurance  Company  headquartered in
Amarillo,  Texas which writes both MPCI and Crop Hail and, as of 1998,  holds an
SRA with FCIC and a private reinsurance agreement with CNA.

"Producers  Lloyds MPCI  Policies"  means all  insurance  policies or other risk
management  products  written,  sold or  reinsured  by  Producers  Lloyds or its
Affiliates that are written,  designed,  reinsured  and/or  subsidized under the
authority of the Act through an SRA or other agreement with FCIC.

"Pure CNA Crop Hail Gross Book Premium"  means the total amount of Crop Hail and
related  endorsement  premiums  written  in a  given  year on the  paper  of CNA
(excluding  business  fronted for IGF) which is reported to NCIS for statistical
purposes;  it does not  include  any  premiums  assumed  under  any  Reinsurance
Agreements nor does it include,  beyond 1998, any premiums  written on CNA paper
through the Insurance Services Agreement on behalf of IGF.

"Put Note" means the note payable  through which SIG, IGFH or IGF may pay CNA if
CNA  exercises  its rights under the Put  Mechanism or the Change of Control Put
Mechanism.  The  terms of the  note for each  such  Mechanism  are  outlined  in
subsections 3.8.B.i and 3.8.B.ii, respectively.

"Put Right" or "Put  Mechanism"  means the right of CNA to  terminate,  due to a
Change of Control or  otherwise,  the MPCI  Reinsurance  Agreement and Crop Hail
Agreement  pursuant  to the  provisions  of  Article 3 as of the end of the most
recently completed Crop Year.

"Quota Share  Reinsurance"  means a form of  reinsurance  in which the reinsurer
shares a proportional  part of both the original  premiums and the losses of the
reinsured.

"REAP" means the  software  program  developed by CNA or at its expense  through
which its agents can electronically transmit MPCI, Crop Hail and other insurance
policy data to CNA.


                                       12

<PAGE>



"REAP Agreement" means the Software License Agreement attached hereto as Exhibit
J.

"Reinsurance"  means  the  practice  whereby a company  called  the  "reinsurer"
assumes, for a share of the premium, all or part of a risk originally undertaken
by a Ceding Company.

"Reinsurance  Account" means an account maintained by FCIC in which a portion of
the underwriting  gains earned under the terms of the FCIC SRA are deposited and
held, in the insurer's name, for future distribution under the terms of the SRA.

"Reinsurance   Agreements"  means  the  MPCI  Reinsurance  Agreement,  the  MPCI
Contract,  the Crop Hail  Agreement and the Crop Hail Contract and any successor
agreements  thereto  entered  into  pursuant  to  this  Agreement.   Reinsurance
Agreement does not include any third party reinsurance agreements, including but
not limited to, the CNA agreements with Producers  Lloyds and Canadian Hail, the
Multi-year  Stop Loss MPCI and Crop Hail  Agreements  held by IGF, and any Named
Peril Quota Share or Stop Loss Agreement(s) held by IGF at the time of Closing.

"Reinsurance  Year"  means the period so stated in the  appropriate  Reinsurance
Agreement.

"Related  Business"  means the  business  of  providing  property  and  casualty
insurance  to  individuals  or farms  and any  business  related,  ancillary  or
complementary to such business.

"Reporting  Organization"  means the term utilized by the FCIC to refer to those
entities  that have  entered  into an SRA with the FCIC and,  therefore,  report
premiums and losses on MPCI to the FCIC.

"Requirements of Law" means, as to any Person,  the certificate of incorporation
and bylaws or other  organizational or governing  documents of such Person,  and
any law, treaty, rule or regulation or determination of an arbitrator or a court
or other Governmental Authority, in each case applicable to or binding upon such
Person or any of its  property or to which such Person or any of its property is
subject.

"Retention" means the amount of liability, premiums or losses which an insurance
company retains for its own account after reinsurance.

"Risk Premium Subsidy" means the amount of subsidy paid by the FCIC, pursuant to
the Act, on the eligible insured's behalf to help make MPCI and other authorized
products more affordable. This subsidy is comprised and computed based solely on
premiums  associated with the risk of loss as  distinguished  from premiums that
may be associated with any program administrative or operating (A&O) costs. FCIC
does provide an A&O Subsidy in addition to the Risk Premium Subsidy.

"Service  Agreements"  means  the MPCI ISA and the Crop  Hail ISA and any  other
agreements  entered into pursuant to this Agreement that involve the service and
management of policies written hereunder or written by CNA in previous years.


                                       13

<PAGE>



"SIG"  or  "Company"  means  Symons   International   Group,  Inc.,  an  Indiana
corporation and its Subsidiaries, unless the context indicates otherwise.

"Standard Reinsurance  Agreement",  "SRA" or "FCIC SRA" means the agreement that
establishes  the terms and conditions  under which the FCIC will provide subsidy
and reinsurance on eligible crop insurance  contracts  written pursuant to plans
of insurance  authorized by the Act and regulations  promulgated  thereunder and
sold or  reinsured  by  private  insurance  companies.  The  term  includes  any
mandatory or optional amendments to the SRA.

"Statutory  Accounting  Practices" or "SAP" means the accounting practices which
consist  of  recording   transactions  and  preparing  financial  statements  in
accordance with the accounting  rules and procedures  prescribed or permitted by
state regulatory authorities.

"Subsidiary" means any corporation,  association,  partnership or other business
entity of which  more than  fifty  percent  (50%) of the total  voting  power of
shares of Capital Stock or other  interests  (including  partnership  interests)
entitled  (without  regard to the occurrence of any  contingency) to vote in the
election of  directors,  managers  or  trustees  thereof is at the time owned or
controlled,  directly  or  indirectly,  by a  corporation  or by one or more its
subsidiaries, or by a corporation and one or more of its subsidiaries.

"Summary of Business Reports" means the weekly updated reports published by FCIC
indicating,  among other  things,  MPCI  Additional  Coverage  and CAT  Premiums
Written  along  with  associated   liability  levels,  Risk  Premium  Subsidies,
indemnities paid, loss ratio, and acreage insured.

"Supplemental  Intellectual  Property Transfer Agreement" means that document to
be entered into to transfer the  intellectual  property (other than REAP) of the
CNA Assets.

"Surviving  Person"  means,  with respect to any Person  involved in any merger,
consolidation or other business combination or the sale,  assignment,  transfer,
lease,  conveyance  or other  disposition  of all or  substantially  all of such
Person's  assets,  the Person  formed by or surviving  such  transaction  or the
Person to which such disposition is made.

"Term" means the term of this Agreement, as more fully set forth in Article 11.

"Territory(ies)"  means all states of the United  States and all  provinces  and
territories of the Dominion of Canada.

"Total  Industry  Crop Hail  Writings"  means the  gross  premiums  on Crop Hail
policies  and related  endorsements  written by all  licensed  insurers on crops
grown in the United  States as  reported to and  published  by NCIS on an annual
basis.


                                       14

<PAGE>



"Total  Industry MPCI  Writings"  means the gross  premiums on MPCI policies and
related  endorsements  written by all  licensed  insurers  on crops grown in the
United States as reported to and published by NCIS on an annual basis.

"Trade Secrets" shall the meaning ascribed in Section 6.16 hereof.

"Transition  Plan" means that document jointly developed by IGF and CNA which is
attached as Exhibit 2.3 hereto.

"Trust" means SIG Capital Trust I.

"Underwriting"   means  the  insurer's  or  reinsurer's   process  of  reviewing
applications submitted for insurance coverage,  accepting or denying all or part
of the coverage requested and determining the applicable premiums.

"Underwriting  Committee"  means the  group of not less  than  four (4)  people,
including  one CNA  representative,  to be formed  pursuant to Article 3 of this
Agreement  that  will  have  the  responsibility  of  establishing  underwriting
guidelines for the MPCI and Crop Hail written pursuant to this Agreement.

"USDA" means the United States Department of Agriculture.

"Voting Stock" of a Person means all classes of Capital Stock or other interests
(including  partnership  interests) of such Person then outstanding and normally
entitled  (without  regard to the occurrence of any  contingency) to vote in the
election of directors, managers or trustees thereof.

"Weighted  Average"  means  the  average  of a  set  of  numbers  arrived  at by
multiplying the highest and lowest numbers in the set by fifty percent (50%) and
adding those  products  with the other  numbers in the set and then dividing the
entire sum by a number equal to the total number of numbers in the set less one.
For  avoidance of doubt,  the weighted  average of the  following set of numbers
would be as illustrated: Set: 10, 15, 8, 20; Formula: (20*.5) + (8*.5) + 10 + 15
= 39 all divided by 3 with the result being 13.

"Wholly-Owned  Subsidiary"  means a Subsidiary all the Capital Stock (other than
director's  qualifying  shares and shares held by other  Persons,  to the extent
such shares are required by applicable law to be held by a Person other than the
Company  or a  Subsidiary)  of which is owned by the  Company  or by one or more
Wholly-Owned Subsidiaries.

                                    ARTICLE 2
                                     CLOSING

2.1 Time of Closing.  Unless otherwise agreed by the parties hereto, the Closing
of the  transactions  contemplated by this Agreement will occur at the Effective
Time ("Closing Date"). If,

                                       15

<PAGE>



however,  at the  Effective  Time the  parties  hereto are working in good faith
towards  finalizing  all Ancillary  Agreements and are preparing for Closing and
the parties hereto agree that it appears reasonably likely that the finalization
of such  Ancillary  Agreements  will take place  within  thirty (30) days of the
Effective Time, the period for closing this  transaction  shall be extended to a
time mutually agreed by the parties.

         2.2 Transfer of Employees  and Assets.  At the  Effective  Time the CNA
Employees  will become  employees of IGFH.  Possession and right of use of CNA's
Assets will be transferred to IGFH at the Effective Time.

         2.3  Transition  Teams.  As of the date hereof,  the  transition  teams
outlined in the  Transition  Plan  Master  Schedule,  Exhibit  2.3 hereto,  will
immediately  begin work in good faith to  accomplish  the  objectives as are set
forth in Exhibit  2.3.  IGF shall have  access  from the date  hereof  until the
Effective  Time to CNA  Employees  and the  physical  facilities  used by CNA to
manage the Business.

         2.4 Acts of Closing.  At the Closing,  the parties hereto shall execute
and  deliver  the  Closing  Agreements  and all other  instruments  required  or
contemplated by this Agreement or shall be reasonably necessary to carry out the
purposes of this  Agreement to be so executed and not  theretofore  executed and
delivered.  All  actions  taken at  Closing  shall be  deemed  to have  occurred
simultaneously.

         2.5 Break-Up Fee. If at the conclusion of the Due Diligence Period this
Agreement is unexecuted and the parties hereto nonetheless  mutually agree to go
forward with the transactions contemplated hereby, and thereafter this Agreement
is not executed  within thirty (30) days of the  conclusion of the Due Diligence
Period (or such other time as the parties hereto may mutually  agree) through no
fault of CNA, then IGFH shall pay CNA the sum of five hundred  thousand  dollars
($500,000) ("Break-Up Fee") as full and complete compensation for IGFH's failure
to execute this Agreement.  Notwithstanding the foregoing  sentence,  IGFH shall
not be  responsible  to pay the  Break-Up  Fee to CNA if this  Agreement  is not
executed due to strikes, acts of God, governmental  restrictions,  enemy action,
civil commotion,  fire,  unavoidable casualty or other similar causes beyond the
control of IGFH and its Affiliates.

                                    ARTICLE 3
                     TRANSFER OF MANAGEMENT RESPONSIBILITY;
                           MPCI AND CROP HAIL BUSINESS

         3.1 Assumption of Management. At the Effective Time, CNA shall transfer
to IGF and IGF shall assume the management  responsibilities  of the entire MPCI
and  Crop  Hail  books  of   business  of  CNA  (the   "Business").   Management
responsibilities  shall  include,  but are not limited to, sales,  underwriting,
loss  adjustment,   claims  processing,  agent  (representative)  relations  and
contracting, policy generation, policy, form and rate development and filing and
all other  activities  incidental  to and  necessary  for the  management of the
Business as is contemplated hereby. Subject

                                       16

<PAGE>



to the Service  Agreements,  at the  Effective  Time CNA shall cease  management
responsibility and control of management decisions relating to the Business.

         3.2 Transfer of Supporting Policies, Data, and Assets. At the Effective
Time, CNA shall transfer to IGF and IGF shall receive from CNA all policy forms,
insurance  data and supporting  capital assets used by CNA in the Business.  The
supporting  capital  assets  include,  but are not limited to those  outlined in
Schedule 3.2 ("CNA's Assets"). It is expressly understood that IGF shall receive
from CNA,  among other things,  licenses (at no cost to IGF) to use all software
and hardware  currently used by CNA in the Business,  including the REAP system.
It is expressly agreed and understood that the REAP system may be used by IGF at
no cost to IGF,  only to process CNA  Policies  until June 30,  1999.  All other
software  transferred  to IGF as part of CNA's Assets may be utilized by IGF, at
no cost, until June 30, 199 9.

         3.3 Employment of Personnel.  Unless  otherwise  agreed by the parties,
the CNA Employees will become employees of IGFH at the Effective Time, and shall
have available all employee benefits available to all current IGFH employees. No
third party beneficiary rights are hereby created in any CNA Employee.

         3.4 Execution of Ancillary  Agreements.  CNA and IGFH will execute the
Ancillary Agreements.

         3.5 No Assumption of  Liabilities.  Except for the Assumed  Obligations
IGF does not and  shall  not  assume,  nor does or shall it take  subject  to or
become or be liable,  obligated or  responsible  for, any debts,  liabilities or
obligations of CNA of any kind or nature whatsoever,  known or unknown,  whether
by the execution,  delivery or the performance of this Agreement, by the receipt
of CNA's  Assets,  by employment  of the CNA  Employees,  by the exercise of any
rights or possession with respect to CNA's Assets or otherwise,  and whether now
or hereafter arising or whether  contingent or liquidated in amount, and whether
relating to or arising out of the  ownership or operation by CNA of the Business
or CNA's  Assets,  including,  without  limitation,  any debts,  liabilities  or
obligations  of  CNA  for  wages,  salaries,   commissions,   Employment-Related
Liabilities,  unemployment compensation or other compensation or benefits of any
kind,  or any debts,  liabilities  or  obligations  arising out of any  accounts
payable, tax liabilities, product liabilities, errors and omissions liabilities,
contracts,  agreements,   liabilities  of  CNA  arising  under  any  reinsurance
agreements  with third parties  (including the FCIC),  any policies of insurance
issued by CNA,  any  products  written  under the Excess  Lines,  any pending or
future  investigations  by the Compliance  Division of Risk Management Agency or
its successor,  the USDA, the U.S.  Department of Justice,  or any  Governmental
Authority  related to the Business or the  Ancillary  Agreements  for Crop Years
prior to 1998 and for  business  written  in Crop Year 1998 prior to the date of
Closing  where the  liability  is  unrelated  to any  action  taken by IGFH with
respect to such  Business  after the date of  Closing,  any  Service or Managing
General Agency Agreement related to any Business.

                                       17

<PAGE>



         3.6 Maintenance of SRAs.

                  A. CNA will use its  commercially  reasonable  best efforts to
         remain an SRA holder and will cooperate to such extent requested by IGF
         and  will  amend  its 1998  Plan of  Operations  with  FCIC as shall be
         necessary  to fulfill  the terms of this  Agreement  and the  Ancillary
         Agreements  and to satisfy the FCIC with the objective that CNA remains
         an SRA holder for the entire 1998 Reinsurance Year.

                  B.  CNA  will  consult  with  IGF and  will  cooperate  in the
         administration  of the  CNA  SRA in  accordance  with  the  Reinsurance
         Agreements and the Service Agreements.

                  C. In the  event the FCIC will  permit  CNA to retain  its SRA
         beyond the 1998 Crop Year, CNA may do so only upon the express  written
         consent of IGF.

                  D. Unless the option to  maintain  two SRAs is  available  and
         exercised by IGF, then for 1999 and future Reinsurance Years, IGF shall
         hold the SRA  through  which all of the  Business  is written  with the
         exception of the portion of the Business Ceded to CNA written under the
         Producers Lloyds SRA.

                  E. In the event that Producers  Lloyds decides not to maintain
         its SRA CNA will use its commercially reasonable best efforts to assist
         IGF in  persuading  Producers  Lloyds  to accept  IGF as its  insurance
         carrier thereby  maintaining  the Producers  Lloyds MPCI Premium within
         the Combined CNA/IGF MPCI Net Book Premium.

         3.7 Underwriting  Committee.  IGF shall form the Underwriting Committee
of four (4) individuals  which shall establish  underwriting  guidelines for the
Business.  CNA shall have the right to select one (1) member of the Underwriting
Committee. IGF shall have the exclusive right to approve,  disapprove, or modify
the guidelines established by the Underwriting Committee.

         3.8      Special Sale and Purchase Rights.

                  A.  In General.  The following provisions shall apply to all
         Put and Call Mechanisms and Change of Control Put and Change of Control
         Call Mechanisms described in this Article:

                           i. Termination of Certain Ancillary  Agreements.  The
                  exercise of a Put or Call  Mechanism  or Change of Control Put
                  or   Change   of   Control   Call   Mechanism    (collectively
                  "Mechanisms")  authorized  under this Section shall  terminate
                  the MPCI  Reinsurance  Agreement and Crop Hail Agreement as of
                  the end of the most recently completed Crop Year. For purposes
                  of this Agreement, the last Crop Year included for purposes of
                  calculating  Average  Pre-Tax  Income  in the case of a Put or
                  Call  Mechanism  other  than a Change of  Control  Put or Call
                  Mechanism shall be the Crop Year ending  immediately  prior to
                  the date of exercise of such Put or Call Right. This

                                       18

<PAGE>



                  termination  shall  not  terminate  any  obligations  that may
                  survive the  termination  of this  Agreement and the Ancillary
                  Agreements.

                           ii.      Effective Period.

                                    a. Any Put or Call  Mechanism  shall only be
                           effective for the 2001 Crop Year and subsequent  Crop
                           Years.

                                    b. Any  Change of  Control  Put or Change of
                           Control  Call  Mechanism  shall only be  effective if
                           exercised prior to the 2001 Crop Year.

                           iii.  Estimate of Amounts Due;  Notice.  In computing
                  any of the amounts due and any of the figures  (i.e.,  Pre-Tax
                  Income and Average Pre-Tax  Income)  necessary to compute such
                  amounts under any of the Mechanisms  outlined in this Article,
                  the parties may, upon mutual  agreement,  estimate any and all
                  necessary  amounts  subject to  adjustment  as the parties may
                  mutually  agree.  IGF shall  receive  written  notice from CNA
                  forty-five  days (45) days in advance of any exercise of a Put
                  Right.

                           iv.  Non-competition  Period.  The  payment  of funds
                  pursuant to the  Mechanisms  outlined  in this  Section by any
                  party  shall  give  rise to and begin to toll the  periods  of
                  non-competition outlined in Article 6 of this Agreement, which
                  shall survive such termination.

                  B.       CNA's Put Mechanisms.

                           i.  Put  Mechanism.  From  the  2001  Crop  Year  and
                  forward,  CNA will  have the  ability  to  terminate  the MPCI
                  Reinsurance  Agreement and the Crop Hail Agreement and receive
                  from  IGF  the   compensation   provided  for  in   subsection
                  3.8.B.i.a.

                                    a.  Sales  Price.  In the  event  CNA  shall
                           exercise the Put  Mechanism,  IGFH shall be obligated
                           to pay CNA an amount  equal to 5.85 times the Average
                           Pre-Tax Income as computed pursuant to this Section.

                                    b.  Sales  Terms.  Within  thirty  (30) days
                           notice of exercise of the Put  Mechanism  by CNA, IGF
                           will execute a promissory  note payable to CNA in the
                           principal  amount  equal to the amount owed to CNA as
                           specified in this subsection, which shall be dated as
                           of the  date  exercise  of  the  Put  Mechanism.  The
                           principal  and accrued  interest  under the note,  if
                           any,  thereon  shall be due and payable if not sooner
                           paid,  on the date which is six (6)  months  from the
                           date of the note.  The note  shall not bear  interest
                           for the first  ninety (90) days  thereof.  Thereafter
                           the note shall bear simple interest

                                       19

<PAGE>



                           at the rate which is equal to the 90 Day T-Bill  rate
                           in effect on the date which is  ninety-one  (91) days
                           subsequent to the date of the note.

                           ii.  Change  of  Control  Put  Mechanism.   Upon  the
                  occurrence  of a Change of Control prior to the 2001 MPCI Crop
                  Year,  CNA  will  have  the  ability  to  terminate  the  MPCI
                  Reinsurance  Agreement and the Crop Hail Agreement and receive
                  from IGF compensation as provided for in this Article.

                                    a.  Sales  Price.  In the  event  CNA  shall
                           exercise a Change of Control Put Mechanism, IGF shall
                           be obligated to pay CNA an amount equal to 5.85 times
                           the Average  Pre-Tax  Income as computed  pursuant to
                           this Section.

                                    b.  Sales  Terms.  Upon  the  exercise  of a
                           Change of  Control  Put  Mechanism  by CNA,  IGF will
                           execute  a  promissory  note  payable  to  CNA in the
                           principal  amount  equal to the amount owed to CNA as
                           specified in this subsection, which shall be dated as
                           of the date of  exercise of the Change of Control Put
                           Mechanism.  The principal shall be due and payable if
                           not sooner paid,  on the date which is six (6) months
                           from the date of the  note.  The note  shall not bear
                           any interest for the full term thereof.

                  C.       IGF Call Mechanisms.

                           i.  Call  Mechanism.  From  the  2001  Crop  Year and
                  forward,  IGF will  have the  ability  to  terminate  the MPCI
                  Reinsurance  Agreement  and the Crop Hail  Agreement and shall
                  pay  CNA   compensation  as  is  provided  for  in  subsection
                  3.8.C.i.a.

                                    a.  Sales  Price.  In the  event  SIG or IGF
                           shall exercise the Call  Mechanism,  SIG or IGF shall
                           pay CNA an amount  equal to 6.70  times  the  Average
                           Pre-Tax Income as computed pursuant to this Section.

                                    b. Sales  Terms.  Upon the  exercise  of the
                           Call Mechanism by SIG or IGF, SIG or IGF will execute
                           a  promissory  note  payable to CNA in the  principal
                           amount  equal to the amount owed to CNA as  specified
                           in this  subsection,  which  shall be dated as of the
                           date  of the  exercise  of the  Call  Mechanism.  The
                           principal  shall  be due and  payable  if not  sooner
                           paid,  on the date which is thirty (30) days from the
                           date  of the  note.  The  note  shall  not  bear  any
                           interest for the full term thereof.

                           ii.  Change  of  Control  Call  Mechanism.  Upon  the
                  occurrence  of a Change of Control prior to the 2001 MPCI Crop
                  Year, IGF shall have the ability to

                                       20

<PAGE>



                  terminate  the MPCI  Reinsurance  Agreement  and the Crop Hail
                  Agreement and shall pay to CNA the compensation as is provided
                  for in subsection 3.8.C.ii.a.

                                    a.  Sales  Price.  In the  event  SIG or IGF
                           shall  exercise a Change of Control  Call  Mechanism,
                           SIG or IGF  shall be  obligated  to pay CNA an amount
                           equal to 6.70  times the  Average  Pre-Tax  Income as
                           computed pursuant to this Section; provided, however,
                           that if SIG or IGFH  exercises its the Call Mechanism
                           in Crop Years 1998,  1999 or 2000, the amount paid to
                           CNA shall not be less than  fifteen  million  dollars
                           ($15,000,000).

                                    b.  Sales  Terms.  Upon  the  exercise  of a
                           Change of Control  Call  Mechanism by SIG or IGF, SIG
                           or IGF  may  either  pay  the  amount  owed to CNA as
                           specified in this  subsection  with the proceeds from
                           the Change of Control event (to the extent  relevant)
                           or SIG or IGF may execute a  promissory  note payable
                           to CNA in the  principal  amount  equal to the amount
                           owed to CNA as  specified in this  subsection,  which
                           shall be dated as of the date of the  exercise of the
                           Change of Control Call  Mechanism.  The principal and
                           any  accrued  interest,  thereon  shall  be  due  and
                           payable if not sooner paid,  on the date which is six
                           (6) months from the date of the note.  The note shall
                           not bear  interest  for the  first  ninety  (90) days
                           thereof.  Thereafter  the note shall bear interest at
                           the rate which is equal to the 90 Day T-Bill  rate in
                           effect  on the date  which is  ninety-one  (91)  days
                           subsequent to the date of the note.

                                    ARTICLE 4
                      REPRESENTATIONS AND WARRANTIES OF CNA

         CNA and its Affiliates, jointly and severally, represent and warrant to
IGFH as follows:

         4.1  Existence  and  Good  Standing.  CNA is  duly  organized,  validly
existing  and in good  standing  under  the laws of their  respective  states of
incorporation  and CNA has all  requisite  power and  authority  to carry on its
operations  as they are now being  conducted,  except  where the failure to have
such authority  would not,  individually,  or in the aggregate,  have a Material
Adverse Effect on the business to be transferred pursuant to this Agreement. CNA
is  duly  qualified  to do  business  as a  foreign  corporation  and is in good
standing in each jurisdiction where such qualification is necessary,  except for
those   jurisdictions   where  the  failure  to  be  so  qualified   would  not,
individually,  or in  the  aggregate,  have a  Material  Adverse  Effect  on the
business to be transferred pursuant to this Agreement.

         4.2 Due  Authorization.  CNA  has the  requisite  corporate  power  and
authority to execute and deliver this Agreement and the Ancillary  Agreements to
consummate the transactions  contemplated  hereby. The execution and delivery of
this  Agreement  and the  Ancillary  Agreements  the  performance  by CNA of its
obligations under this Agreement and the Ancillary Agreements have been duly and
validly  authorized  by all  necessary  corporate  action on the part of CNA. No
other

                                       21

<PAGE>



corporate or  shareholder  approval on the part of CNA is  necessary  for CNA to
enter into this  Agreement  and the Ancillary  Agreements  or to consummate  the
transactions  contemplated  hereby.  This  Agreement  (and  when  executed,  the
Ancillary  Agreements)  has been duly and validly  executed and delivered by CNA
and constitutes its valid and binding  obligations,  enforceable against them in
accordance with its terms,  subject to the affect of any applicable  bankruptcy,
reorganization,  insolvency,  moratorium,  or similar law  affecting  creditors'
rights generally and subject to the affect of general principles of equity.

         4.3 No Liens. Except as may be set forth in the Reinsurance  Agreements
the rights  transferred by CNA to IGFH pursuant to this Agreement  shall be free
and clear of all liens, claims, demands and encumbrances whatsoever.

         4.4 No Violation.  The execution and delivery of this  Agreement or the
Ancillary  Agreements by CNA will not, and the  consummation of the transactions
contemplated  by this  Agreement or the Ancillary  Agreements and the compliance
with the terms,  conditions  and  provisions of this  Agreement or the Ancillary
Agreements by CNA and its Affiliates will not:

                  A. violate or conflict with any provision of the articles of
         incorporation, bylaws, articles of organization or other organizing
         documents of CNA; or

                  B. conflict with or result in the breach or termination of, or
         otherwise give any  contracting  party the right to change the terms of
         or to terminate or accelerate  the maturity of, or constitute a default
         under the terms of any indenture, mortgage, loan or credit agreement or
         any other  material  agreement or instrument to which CNA is a party or
         by which it or any of its  assets may be bound or  affected,  except to
         the extent that any of the foregoing would not have a Material  Adverse
         Effect on CNA or its ability to perform its obligations hereunder.

         4.5      Foreign Status.  CNA is not a "foreign person" within the
meaning of Section 1445 of the Code.

         4.6 No Broker Transactions. CNA has not made any agreement or taken any
action  which might cause any person or entity to become  entitled to a broker's
fee  or  commission  as a  result  of  the  transactions  contemplated  by  this
Agreement.

         4.7  Litigation,  Actions  and  Proceedings.  Except  as  disclosed  on
Schedule 4.7 hereto, there are no outstanding orders, decrees or judgments by or
with any court or  Governmental  Authority  before  which CNA was a party  that,
individually  and or in the  aggregate,  have a Material  Adverse  Effect on the
Business.  Except as  disclosed  on Schedule  4.7 hereto,  there are no actions,
suits, arbitrations or legal, administrative or other proceedings pending or, to
the knowledge of CNA, threatened against CNA, at law or in equity, or before any
Governmental Authority which, if adversely determined,  would individually or in
the aggregate, have a Material Adverse Effect on the Business.

                                       22

<PAGE>




         4.8 Good Title.  With the exception of those  applicable  provisions of
the  Reinsurance   Agreements  and  those  provisions  contained  in  Article  3
pertaining to the Put Mechanism  and Call  Mechanism,  CNA will deliver good and
clear  title to CNA's  Assets and the  Business  including,  but not limited to,
policyholder  lists,  extant leases,  miscellaneous fixed assets and any and all
other assets  and/or  business  contemplated  hereby,  all free and clear of all
claims, liens, demands and encumbrances whatsoever.

         4.9  Approvals.  The  transfer by CNA of the  Business and CNA's Assets
pursuant  to  this  Agreement   does  not  require  any  consent,   approval  or
authorization of any Governmental Authority.

         4.10  Software.  CNA has set forth on  Schedule  4.10 hereto a true and
complete  listing,  to the  best  knowledge  of CNA,  of all  computer  software
programs used  principally in the conduct of the Business.  Schedule 4.10 hereto
also sets forth whether each such computer  software  program is owned by CNA or
licensed by CNA from a third party.  CNA has either ownership of or the right to
use all software listed on Schedule 4.10, free and clear of any royalty or other
similar payment or obligations,  claims of infringement or alleged  infringement
or other  lien,  charge,  claim or other  encumbrance  of any kind  (other  than
applicable license  agreements).  CNA is not in conflict with or in violation or
infringement  of, nor, to the  knowledge  of CNA, has CNA received any notice of
any such conflict with or violation or  infringement  of, any asserted rights of
any other Person with respect to the  software and other  intellectual  property
listed on Schedule 4.10.

         4.11  Licenses.  CNA has the  requisite  licenses  and other  necessary
approvals  of   Governmental   Authority  to  engage  in  the  Business  in  the
jurisdictions as set forth on Schedule 4.11 to this Agreement. CNA has been duly
authorized by the relevant Governmental Authority in each jurisdiction listed on
Schedule 4.11 to issue the contracts of insurance  that it is currently  writing
and which are the subject of the Business,  and CNA was duly authorized to issue
such  contracts  in the  respective  jurisdictions  in  which  it  conducts  the
Business.  Except as set forth on Schedule  4.11,  CNA has all other permits and
approvals  from relevant  Governmental  Authority to conduct the Business in the
manner and in the areas in which the Business is presently  being  conducted and
all such permits and authorizations are valid and in full force and effect.

         4.12  Leased  Premises.  CNA has the right  pursuant  to each and every
lease for the office  location set forth on Schedule 4.12 to assign the benefits
and  burdens  (excluding  overhead)  of such lease to IGFH and  pursuant to such
assignment,  IGFH shall be entitled  to take  possession  of such  premises at a
rental rate which is not in excess of that paid by CNA.

         4.13 Environmental  Matters. CNA has not in the course of its occupancy
of the CNA Field  Offices  committed  any act that would give rise to  liability
under any  Environmental  Law and CNA has no  knowledge of any act of any Person
concerning  the CNA Field  Offices that could give rise to  liability  under any
Environmental  Law. No judicial  proceeding or  governmental  or  administrative
action is pending,  or, to the best of CNA's  knowledge,  threatened,  under any
Environmental  Law to which CNA is or will be named as a party  with  respect to
the CNA Field  Offices,  nor are there any  consent  decrees  or other  decrees,
consent orders, administrative orders or

                                       23

<PAGE>



other orders or other administrative or judicial requirements  outstanding under
any  Environmental  Law with  respect to any CNA Field  Office that affect CNA's
occupancy  thereof.  CNA's  obligation  to  indemnify  IGF with  respect  to the
foregoing  representation under Article 10 of this Agreement shall be limited to
claims  arising (i) from acts or  omissions  of CNA that  occurred  during CNA's
occupancy  of the  premises,  and (ii) claims  arising from acts or omissions of
third persons,  liability for which is attributed under applicable law to IGF or
IGFH as tenant of the  premises  and which are  asserted  against IGF or IGFH or
discovered by IGF or IGFH within the initial  ninety (90) day period of IGF's or
IGFH's occupancy of the premises.

         4.14 MPCI Premium Volume.  CNA's MPCI Gross Premiums  Written and CNA's
MPCI Net  Premiums  Written for Crop Years 1995,  1996 and 1997 are as listed on
Schedule 4.14.

         4.15 Crop Hail Premium Volume.  CNA's Crop Hail Gross Premiums  Written
and CNA's Crop Hail Net Premiums  Written for Crop Years 1995, 1996 and 1997 are
as listed on Schedule 4.15.

         4.16 Agency Contracts.  Schedule 4.16 contains an accurate and complete
listing of all agreements  (including the party and date of such agreement) that
CNA has with agents,  managing general agents or others who produce business for
CNA (including,  but not limited to, Producers  Lloyds,  NACU and Canadian Hail)
that is the subject of this Agreement.  CNA will use its commercially reasonably
best efforts to cause such agreements to be assigned to IGFH.

         4.17  Production  Costs.  Schedule 4.17  accurately and completely sets
forth all costs,  by line item (in accordance  with CNA's  management  reporting
procedures)  incurred by CNA in producing  and  servicing its Crop Hail and MPCI
business for Crop Years 1996 and 1997.

         4.18 Standard Reinsurance  Agreements.  CNA's MPCI Standard Reinsurance
Agreement  is in full force and effect  with the FCIC for Crop Year 1998 and CNA
is unaware  of any  issue,  notice or other  event or matter  that would  limit,
prohibit or otherwise frustrate the transactions contemplated herein as respects
and as is effected by CNA's 1998 Standard Reinsurance Agreement. CNA also has no
notice, knowledge,  information or other data (other than the normal application
and approval  process) to indicate that its Standard  Reinsurance  Agreement for
the 1999 Crop Year will not be approved.

         4.19 Federal Crop Insurance  Corporation.  The FCIC is not  conducting,
nor has during the last five (5) years conducted,  any  investigation,  inquiry,
audit or proceeding  concerning  CNA's compliance with the rules and regulations
of the FCIC which would, in the aggregate constitute a Material Adverse Effect.

         4.20 Governmental Authority. There is no investigation,  audit, inquiry
or demand for information of CNA by any Governmental  Authority (including,  but
not limited to, the United States  Department of Justice) of CNA during the last
five (5) years  which has,  or CNA  believes  will  have,  in the  aggregate,  a
Material Adverse Effect.

                                       24

<PAGE>




         4.21 Compliance with Laws. Except with respect to those violations,  if
any, which would not, individually or in the aggregate,  have a Material Adverse
Effect on the Business, (i) CNA is not in violation of any Federal, state, local
or foreign law, ordinance or regulation or any other requirement of Governmental
Authority,  court or arbitrator applicable to the Business, nor to the knowledge
of CNA,  has CNA  received  any  written  notice  that such  violation  is being
alleged,  and  (ii)  without  limiting  the  generality  of  the  foregoing,  in
connection  with CNA's most recently  completed or any on-going  examination  or
audit  of any  Governmental  Authority,  CNA has  not,  to its  best  knowledge,
received  any  notice  nor is CNA  aware of the  intention  of any  Governmental
Authority to send any notice  alleging any violation of any such law,  ordinance
or regulation  or directing CNA to take any remedial  action with respect to any
such law, ordinance or regulation as such may pertain to the Business.

         4.22 Insurance  Contracts.  The forms of insurance  contracts available
for issuance  which relate to the  Business,  and the states in which such forms
are  authorized for issuance on the date hereof are listed on Schedule 4.22. All
such insurance contract forms have been approved by all applicable  Governmental
Authority  and such forms comply in all  material  respects  with the  insurance
statutes,  regulations and rules applicable thereto. To the knowledge of CNA, at
any time  wherein CNA paid  commissions  to any broker or agent  within the past
thirty-six  (36) months in connection  with the sale of any  insurance  contract
which is the  subject  of the  Business,  each  such  broker  or agent  was duly
licensed as an insurance broker or agent in the particular jurisdiction in which
such broker or agent sold such  business  for CNA and was  licensed or otherwise
authorized  to sell, on behalf of CNA, the type of insurance  contract  which is
the subject of the Business.  Further, no such broker or agent violated (or with
or without  notice or lapse of time or both would have  violated)  any  federal,
state, local or foreign law, ordinance or regulation or other requirement of any
Governmental Authority,  court or arbitrator applicable to the Business,  except
where such failure would not, individually or in the aggregate,  have a Material
Adverse Effect on the Business.  Neither the manner in which CNA compensates any
Person involved in the sale or servicing of such insurance contracts that is not
registered as a broker-dealer  or insurance  agent,  as applicable,  nor, to the
knowledge  of CNA,  the  conduct  of any  such  Person,  renders  such  Person a
broker-dealer or insurance agent under any applicable  Federal or state law, and
the  manner  in  which  CNA  compensates  each  Person  involved  in the sale or
servicing of such  insurance  contracts  is in  compliance  with all  applicable
Federal or state laws except where such manner of compensation or conduct having
such effect or the failure to be so in compliance would not,  individually or in
the aggregate, have a Material Adverse Effect on the Business.

         4.23  Regulatory  Filings.  CNA  has  filed  all  reports,  statements,
documents, registrations, filings or submissions (including, without limitation,
any sales material) required to be filed by CNA with any Governmental  Authority
to the extent they relate to the Business, except where the failure to make such
filings would not,  individually  or in the aggregate,  have a Material  Adverse
Effect on the Business. All such registrations,  filings and submissions were in
compliance in all material respects with applicable law when filed or as amended
or supplemented, and CNA knows of no material deficiencies have been asserted by
any  Governmental  Authority  with  respect  to such  registrations,  filings or
submissions that have not been satisfied.

                                       25

<PAGE>




         4.24 Reinsurance.   To  the  best  knowledge  of  CNA,  there  are  no
agreements,  written or oral,  pursuant to which CNA Cedes or retro-Cedes  risks
assumed under any insurance contracts which are the subject of the Business.

         4.25 Conduct of Business.  Since  December 31, 1997,  CNA has generally
conducted  the  Business  only  in the  ordinary  course  consistent  with  past
practices,  and there  has not been any  material  change  in the  underwriting,
pricing, actuarial, reserving,  investment, sales, marketing or agency practices
or policies of the Business.

         4.26 Other  Sale  Arrangements.   CNA  is  not  obligated  or  liable,
contingently  or  otherwise,  for or with  respect to  negotiations,  letters of
intent  or  commitments  for the  sale  or  transfer  of all or any  part of the
Business, whether directly or indirectly.

         4.27 Contracts.  Schedule 4.27 lists and briefly  describes,  each and
every written contract,  agreement,  lease, license, commitment or arrangements,
including the parties to and the date and subject  matter of, and each and every
oral contract,  agreement,  commitment or arrangement to which CNA is a party or
which is binding  upon CNA that is  material  to the  Business  excluding  those
agreements  and  documents  which  are  disclosed  in  other  Schedules  to this
Agreement.  Each of the  contracts  listed on Schedule 4.27 is in full force and
effect,  and  constitutes a legal,  valid and binding  obligation of CNA, as the
case may be, of each  other  Person  that is a party  thereto.  Except as is set
forth on Schedule 4.27, CNA, to its best knowledge,  nor any other party to such
contract,  is in  violation,  breach or default of any such contract or, with or
without  notice  or lapse of time or both,  would  be in  violation,  breach  or
default of any such contract,  except for such violations,  breaches or defaults
that would not, individually or in the aggregate, have a Material Adverse Effect
on the Business.  Except as set forth on Schedule 4.27, to the best knowledge of
CNA, no such contract  contains any provision  providing that any party thereto,
other than CNA, may  terminate  such contract by reason of the execution of this
Agreement or the Ancillary Agreements or the transactions contemplated thereby.

                                    ARTICLE 5
                     REPRESENTATIONS AND WARRANTIES OF IGFH

         IGF and its Affiliates, jointly and severally, represent and warrant to
CNA as follows:

         5.1 Existence and Good Standing.  IGFH is a corporation  duly organized
and  validly  existing  under  the  laws of the  State  of  Indiana  and has all
requisite  power and authority to own, lease and operate its assets,  properties
and  business  and to carry on the  operations  of its  business as they are now
being conducted, except where such authority is not material to such operations.

         5.2 Due  Authorization.  IGFH has the  requisite  corporate  power  and
authority  to execute  and deliver  this  Agreement  (and,  when  executed,  the
Ancillary  Agreements) and to consummate the transactions  contemplated  hereby.
The execution and delivery of this  Agreement and the Ancillary  Agreements  and
the  performance  by  IGFH  of its  obligations  under  this  Agreement  and the
Ancillary

                                       26

<PAGE>



Agreements,  has been duly and validly  authorized  by all  necessary  corporate
action on the part of IGFH. No other  corporate or  shareholder  approval on the
part of IGFH is necessary for IGFH to enter into this Agreement or to consummate
the transactions  contemplated thereby. This Agreement (and, when executed,  the
Ancillary  Agreements) has been duly and validly  executed and delivered by IGFH
and constitutes its valid and binding  obligations,  enforceable against them in
accordance with its terms,  subject to the affect of any applicable  bankruptcy,
reorganization,  insolvency,  moratorium,  or similar law  affecting  creditors'
rights generally and subject to the affect of general principles of equity.

         5.3 No Violation.  The execution and delivery of this  Agreement or the
Ancillary  Agreements by IGFH will not, and the consummation of the transactions
contemplated  by this  Agreement or the Ancillary  Agreements and the compliance
with the terms,  conditions  and  provisions of this  Agreement or the Ancillary
Agreements by IGFH and its Affiliates will not:

                  A. violate or conflict with any provision of the articles of
         incorporation, bylaws, articles of organization or other organizing
         documents of IGFH; or

                  B. conflict with or result in the breach or termination of, or
         otherwise give any  contracting  party the right to change the terms of
         or to terminate or accelerate  the maturity of, or constitute a default
         under the terms of any indenture, mortgage, loan or credit agreement or
         any other material  agreement or instrument to which IGFH is a party or
         by which it or any of its  assets may be bound or  affected,  except to
         the extent that any of the foregoing would not have a Material  Adverse
         Effect on IGFH or its ability to perform its obligations hereunder.

         5.4 No  Broker  Transactions.  Other  than  with  Donaldson,  Lufkin  &
Jenrette for which IGFH is responsible, IGFH has not made any agreement or taken
any  action  which  might  cause any  person or entity to become  entitled  to a
broker's fee or commission as a result of the transactions  contemplated by this
Agreement.

         5.5  Litigation,  Actions  and  Proceedings.  There are no  outstanding
orders,  decrees or  judgments by or with any court,  Governmental  Authority or
arbitration tribunal before which IGFH was a party that,  individually or in the
aggregate,  have a Material  Adverse Effect on the operations of IGFH. There are
no actions,  suits,  arbitrations or legal,  administrative or other proceedings
pending or, to the best knowledge of IGFH,  threatened against IGFH at law or in
equity or before any Governmental Authority or before any arbitrator of any kind
which, if adversely determined,  would individually or in the aggregate,  have a
Material Adverse Effect on the operations of IGFH.

         5.6 Approvals. The execution of this Agreement by IGFH does not require
any consent, approval or authorization of any Governmental Authority.

         5.7 Reinsurance Agreements. IGF will execute the Reinsurance
Agreements.


                                       27

<PAGE>



         5.8 Compliance With Laws. Except with respect to those  violations,  if
any,  that will be cured by IGFH prior to, or by the act of, the Closing of this
transaction or which  individually or in the aggregate would not have a Material
Adverse  Effect  on the  operation  of  IGFH,  IGFH is not in  violation  of any
Federal,  state,  local or foreign  law,  ordinance or  regulation  or any other
requirement of any Governmental Authority,  court or arbitrator and IGFH has not
received any written notice that any such violation is being alleged.

         5.9 Permits, Licenses and Franchises.  IGFH has been duly authorized by
the  relevant  state  Governmental  Authority  to transact  each of the lines of
insurance  business in each of the  jurisdictions  as set forth on Schedule  5.9
hereto.  Except as listed on  Schedule  5.9  hereto,  IGFH has all  permits  and
licenses  necessary  to conduct  its  business in the manner and in the areas in
which such  business is  presently  being  conducted,  and all such  permits and
licenses  are valid and in full force and  effect,  except  where the failure to
have such a permit or license would not, individually or in the aggregate,  have
a  Material  Adverse  Effect  on the  operations  of IGFH.  Except  as listed on
Schedule  5.9  hereto,  IGFH has not engaged in any  activity  which would cause
revocation  or  suspension  of any such  permit  or  license  and no  action  or
proceeding  looking to or contemplating the revocation or suspension of any such
permit or license is pending or threatened.

         5.10 Additional  License and Permits.  In those states or jurisdictions
in which IGFH is not licensed as an insurance company, IGFH will comply with all
relevant  Governmental  Authority  with  respect to its status as a third  party
administrator  or claims adjuster or other licensing laws in connection with the
administration of the Business pursuant to this Agreement.

                                    ARTICLE 6
                                    COVENANTS

         6.1  Execution  of  Agreements.  The parties  hereto  will  execute the
Ancillary   Agreements   (including,   but  not  limited  to,  the   Reinsurance
Agreements).

         6.2  Conduct  of  Business.  Prior  to the  Closing,  CNA  shall in all
material  respects  operate the Business as  presently  operated and only in the
ordinary  course and consistent with past practice  (including,  but not limited
to, past underwriting standards),  and CNA further covenants to use commercially
reasonable  best efforts to preserve the value of the Business  (including,  but
not  limited  to,  its  relationships  with and the good  will of CNA's  agents,
brokers,  customers,  suppliers, CNA Employees and other Persons having business
dealings  with  CNA in  connection  with the  Business).  Without  limiting  the
generality of the foregoing and except as otherwise  expressly  provided in this
Agreement, CNA will not, without the prior written consent of IGFH:

                  A. enter into any contract or other agreement other than in
         the ordinary course of business (which is consistent with past practice
         of CNA) with respect to the Business;


                                       28

<PAGE>



                  B. acquire or dispose of CNA's Assets that would  otherwise be
         transferred to IGFH in the transactions  contemplated hereby (excepting
         those  acquisitions  or  dispositions  of CNA's Assets which are in the
         ordinary course of the Business);

                  C. enter into,  adopt or terminate  any plan,  arrangement  or
         contract   affecting  CNA  Employees   which  could  give  rise  to  an
         Employment-Related  Liability  (except to the extent that IGFH is fully
         and completely indemnified by CNA therefore);

                  D. pay, discharge or satisfy any material claims,  liabilities
         or  obligations  associated  with the Business  (absolute,  asserted or
         unasserted,  contingent or otherwise) other than the payment, discharge
         or  satisfaction in the ordinary course of business which is consistent
         with CNA's past practice; and

                  E. enter into any contract of reinsurance for the Business.

         6.3  Certain  Transactions.  From  the date of this  Agreement  through
Closing,  neither CNA, nor any of its officers,  Employees,  representatives  or
agents  will,  directly  or  indirectly,  solicit,  encourage  or  initiate  any
negotiations  or  discussions  with, or provide any  information to or otherwise
cooperate in any other manner with, any Person concerning any direct or indirect
sale or other disposition of the Business (whether by stock or asset transfer or
otherwise).

         6.4 Due Diligence. Prior to the execution of this Agreement, IGFH shall
have been  entitled,  through its  employees and  representatives,  to make such
investigations  of the  Business  and  operation  of the  Business,  as IGFH may
reasonably  request.  CNA  and its  Employees  and  representatives  (including,
without  limitation,  its counsel,  investment  bankers and  independent  public
accountants)  shall have  cooperated  with such  reasonable  requests of IGFH in
connection with such review and  examination.  CNA shall have provided IGFH with
full and complete  access to every aspect of the  Business,  subject only to any
applicable legal limitations.  Without limiting the generality of the foregoing,
CNA shall have provided IGFH

                  A.  with access to individuals reasonably specified by IGFH to
         plan the transition of the Business;

                  B.  the  names  of  certain  individuals  (subject  to  IGFH's
         reasonable  approval) to serve as members of transition teams and cause
         such individuals to devote reasonable time to transition matters;

                  C. reasonable  resources to transition matters (such resources
         to  include,  without  limitation,  office  accommodations  and related
         facilities for substantial and continuing presence of IGFH's transition
         team members on CNA's premises);


                                       29

<PAGE>



                  D.  cooperation in connection with IGFH's filing of policy and
         contract   forms  to  enable  IGFH  to  issue  policies  and  contracts
         substantially similar to those included in the Business; and

                  E.  full cooperation in carrying out of the Transition Plan.

         In conjunction  with the foregoing,  CNA hereby  acknowledges  that the
Transition Plan is critical to the success of the  transactions  contemplated by
this Agreement and the Ancillary Agreements.

         6.5 Post-Closing  Access.  Following the Closing, CNA shall allow IGFH,
upon reasonable  prior notice and during regular  business hours, to examine and
make  copies of any books and  records  retained  by CNA to the extent that such
relate to the Business, for any reasonable business purpose, including,  without
limitation,  the  preparation or  examination of IGFH's tax returns,  regulatory
filings and financial statements and the conduct of any litigation or regulatory
dispute resolution, whether pending or threatened, concerning the conduct of the
Business  prior to the Closing  Date.  CNA will further  maintain such books and
records for IGFH's  examination  and  copying.  Access to such books and records
shall  be at  IGFH's  expense  and may not  unreasonably  interfere  with  CNA's
business operations.

         Following the Closing,  IGFH shall allow CNA, upon reasonable and prior
notice and during  regular  business  hours,  the right,  at CNA's  expense,  to
examine  and make  copies of any books and  records  transferred  to IGFH  after
Closing, for any reasonable business purpose, including, without limitation, the
preparation  or  examination  of tax returns,  regulatory  filings and financial
statements and the conduct of any  litigation or the conduct of any  regulatory,
contract  holder,  participant or other dispute  resolution  whether  pending or
threatened,  and IGFH will maintain such books and records for CNA's examination
and copying.  Access to such books and records shall be at CNA's expense and may
not unreasonably interfere with IGFH's business operations.

         6.6 Consents and Reasonable Efforts. CNA and IGFH shall cooperate fully
with one  another and use  commercially  reasonable  best  efforts to obtain all
necessary  consents,  approvals  and  agreements  of,  and to give  and make all
notices and filings with, any  applicable  Governmental  Authority  which may be
necessary to authorize,  approve or permit the  consummation of the transactions
contemplated by this Agreement and the Ancillary Agreements (including,  but not
limited to, any such consents,  approvals and agreements  which may be necessary
from  Governmental  Authority  at the  exercise  of either the Put or Call Right
provided  for herein).  CNA shall use  commercially  reasonable  best efforts to
obtain,  and IGFH will cooperate with CNA in obtaining,  all other approvals and
consents to the  transactions  contemplated  by this Agreement and the Ancillary
Agreements respecting the consents, approvals and transfers necessary from third
parties under contracts to be assigned.  In the event third party consents under
contracts  to be assigned  cannot be  obtained,  CNA agrees to use  commercially
reasonable best efforts, in cooperating with IGFH, to obtain comparable benefits
for IGFH for the period of this Agreement.


                                       30

<PAGE>



         6.7  Representation  and  Warranties.  From the date hereof through the
Closing  Date,  CNA and IGFH will use  commercially  reasonable  best efforts to
conduct their affairs in such a manner so that, except as otherwise contemplated
or permitted by this Agreement or the Ancillary Agreements,  the representations
and warranties of the respective  parties  contained herein shall continue to be
true,  complete  and correct in all  material  respects on and as of the Closing
Date as if made on and of the Closing Date. Further,  CNA and IGF shall promptly
notify the other of any event, condition or circumstance known to them occurring
from the date hereof through the Closing Date that would  constitute a violation
or breach of this Agreement.  Prior to Closing, the parties hereto shall provide
the other with updates of the Schedules to this Agreement so that such Schedules
shall be complete and  accurate,  to the best of knowledge of such party,  as of
the date of Closing.

         6.8 Further  Assurances.  The parties hereto shall use all commercially
reasonable best efforts to take, or cause to be taken,  all actions or to do, or
cause to be done,  all things or to execute any documents  necessary,  proper or
advisable  under  applicable  laws  and  regulations,  to  consummate  and  make
effective  the  transactions  contemplated  by this  Agreement and the Ancillary
Agreements,  irrespective  of whether such actions are necessary on or after the
Closing Date.

         6.9  Expenses.  Except  as  otherwise  specifically  provided  in  this
Agreement,  each party  shall bear their own  respective  expenses  incurred  in
connection with the preparation, execution and performance of this Agreement and
the Ancillary Agreements and the transactions contemplated hereby.

         6.10 Code Section  338(h)(10)  Election.  Should IGFH,  in its sole and
absolute  discretion,  decide  that  it is to its  benefit  to  make  a  Section
338(h)(10)  election  with  respect  to the  transactions  contemplated  by this
Agreement and the Ancillary  Agreements,  CNA shall cooperate fully with IGFH in
making such election.

         6.11  Exclusivity.  During the  pendency of this  Agreement,  IGFH will
engage in the Crop Insurance Business only through the procedures and mechanisms
called for and  contemplated  in this  Agreement and the  Ancillary  Agreements.
Notwithstanding any other provision of this Agreement to the contrary, violation
of this covenant by IGFH shall entitle CNA to the right to immediately  exercise
its Put Right.

         6.12  NACU.  Until  the  parties  hereto  shall  mutually  agree to the
contrary,  from and after the  Effective  Time,  CNA shall use its  commercially
reasonable  best efforts to cause (i) all MPCI and Crop Hail business of NACU to
be placed with IGF;  and (ii) the  underwriting  of such NACU  business to be in
accordance with CNA underwriting guidelines.

         6.13 Non-Competition.  From and after the Effective Time, CNA shall not
compete  with IGFH in any MPCI or Crop Hail  business,  or in the  Business,  or
either of them for a period  which shall be either (i)  twenty-four  (24) months
from the exercise of the Put Right by CNA; or (ii)  thirty-six  (36) months from
the exercise of the Call Right by IGFH.


                                       31

<PAGE>



         6.14 Replacement  Ancillary  Agreements.  The parties agree that, as is
necessary  during the Term of this  Agreement  to give effect to the  provisions
contained  herein,  the parties shall  execute any and all  agreements as may be
necessary to amend or replace (due to changed circumstances, the passage of time
or otherwise) Ancillary Agreements.

         6.15 Confidentiality. CNA will not disclose or reveal to any individual
(other  than  to  officers,  directors,  and  employees  of  CNA),  corporation,
partnership,  association,  entity or business,  any proprietary or confidential
technology, trade secret, confidential information, data, processes, strategies,
techniques,  philosophies,  software, other proprietary intellectual property or
other proprietary or confidential information ("Confidential  Information") used
by  IGFH  or IGF in any of its  businesses,  and  CNA  hereby  agrees  that  the
Confidential Information is the exclusive property of IGFH.

         6.16 Intellectual  Property and Trade Secrets.  CNA will allow IGFH, at
no cost to IGFH, to utilize all Trade Secrets, proprietary information, software
and other formula, data, processes, strategies, techniques,  philosophies, other
proprietary   intellectual   property  or  other   proprietary  or  confidential
information  (including,  but not  limited to, the REAP  system)  (collectively,
"Trade  Secrets")  utilized  by CNA  in  the  management  and  operation  of the
Business.  Further,  IGFH  is  the  only  business,  corporation,   partnership,
association, or entity which is or will be allowed to utilize the Trade Secrets.
At the Closing,  CNA will transfer all such rights it has in and to the computer
software and intellectual property listed on Schedule 4.10 to IGFH.

         6.17  IGFH  Employees.  CNA has not,  and for a period of two (2) years
from the date hereof, will not directly (for themselves or others) employ, offer
employment to, or solicit the service of any current or future employee of IGFH.

         6.18 ERISA and  Employment-Related  Matters.  CNA shall  remain  solely
responsible,  on  a  first-dollar  basis  and  in  accordance  with  Article  10
(Indemnification)  hereof, for  Employment-Related  Liabilities  whereby any CNA
Employee,  has or claims any right to current  or future  payments  by virtue of
their status as an employee (including that of a former employee) of CNA.

         6.19  Licenses.  CNA will, at no charge or cost to IGFH,  allow IGFH to
utilize the licenses of CNA in the  jurisdictions  set forth on Schedule 4.11 so
that IGF may continue the  Business in the  jurisdictions  set forth on Schedule
4.11. As a consequence of the transfer of the Business,  CNA shall allow IGFH to
file rates on its behalf and to otherwise establish the pricing for the products
and coverages which are to be written through CNA's licenses.

         6.20 Fronting.  CNA will front for IGF in all  Territories and CNA will
further  keep in effect  during the  pendency of this  Agreement  all  necessary
licenses  so that CNA may act as a  fronting  company  for IGFH in the  types of
business  contemplated by this Agreement.  CNA will use its best efforts to keep
such  licenses in place during the pendency of this  Agreement.  In the event of
the exercise of a Put or Call Right, the Fronting  arrangement shall cease as of
the  last  day of the  current  Crop  Year in  which  the Put or Call  Right  is
exercised.

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<PAGE>




         6.21 Reinsurance Agreements. CNA will execute the Reinsurance
Agreements.

         6.22 Leased Premises. CNA will assign all its right, title and interest
to its  leaseholds  for  the  office  locations  currently  utilized  (excluding
Overland Park, Kansas) in the Business and as set forth in Schedule 4.12.

         6.23 NACU.  CNA will use its  commercially  reasonable  best efforts to
cause one or more IGF Executives to be named to the NACU Underwriting  Committee
at the earliest time (in CNA judgment) which is practicable.

                                    ARTICLE 7
                               CLOSING CONDITIONS

         7.1 Conditions to Obligations  of the Parties.  The  obligations of the
parties hereto to proceed with Closing pursuant to this Agreement are subject to
the fulfillment  prior to or at Closing of the following  conditions (any one or
more of which may be waived  in whole or in part by the party  benefitting  from
such Closing condition):

                  A.  Bring  Down  of   Representations   and  Warranties.   The
         representations  and warranties of the parties hereto contained in this
         Agreement shall be true and correct in all material  respects on and as
         of the  time of  Closing,  with  the  same  force  and  effect  as such
         representations  and  warranties  had  been  made  on,  as of and  with
         reference to such time and each party shall have received a certificate
         to such effect  signed by an authorized  officer of the other,  in form
         and substance similar to Exhibit 7.1A.

                  B.  Performance and Compliance.  The parties hereto shall have
         performed in all material  respects all of the  covenants  and complied
         with all of the  provisions  required by this Agreement to be performed
         or  complied  with by them on or before  Closing  and each  shall  have
         received a certificate  to such effect signed by an authorized  officer
         of the other.

                  C. Opinion of Counsel.  Each party hereto shall have  received
         an  opinion  of counsel  from  counsel  to the  other,  dated as of the
         Closing Date, in substantially the form of Exhibit 7.1C hereto.

                  D. Regulatory Approval. All applicable approvals and/or
         waivers, if any, from all pertinent Governmental Authority for the
         transactions contemplated by this Agreement shall have been received.

                  E. Required  Consents.  All consents  listed on Schedule 7.1E
         shall have been obtained.

                  F. Litigation.  No order of any court or any Governmental
         Authority shall be in effect which enjoins or prohibits the
         transactions contemplated hereby or which would have

                                       33

<PAGE>



         a Material  Adverse Effect,  and there shall have not been  threatened,
         nor shall there be pending,  any action or  proceeding by or before any
         court or Governmental Authority.

                           i.  reasonably likely to enjoin or prohibit any of
                  the transactions contemplated by this Agreement or seeking
                  significant monetary relief by reason of the consummation of
                  such transaction, or

                           ii. which might have a Material Adverse Effect on the
                  future conduct of the business and  transactions  contemplated
                  herein.

                  G. No Material  Adverse Effect.  There shall not have occurred
         any Material Adverse Effect.

                  H.  Incumbency  Certificate.  Each of the parties hereto shall
         have  delivered  to the other an  incumbency  certificate  (in form and
         substance  substantially  similar  to  Exhibit  7.1H)  dated  as of the
         Closing Date  certifying  the  incumbency of all officers of such party
         who have  executed this  Agreement or any of the Ancillary  Agreements,
         documents  or other  instruments  required to be  delivered  hereunder.
         These certificates shall contain specimens of the signatures of each of
         such  officers  and shall be  executed  by the  Secretary  of the party
         proffering such certificate.

                  I. Certificates of Existence and Licensure.  Each party hereto
         shall have  delivered to the other a  certificate  of the  Secretary of
         State of the state in which each such party is incorporated,  dated not
         more than fifteen (15) days before the Closing Date,  stating that such
         party is a  corporation  in existence  under the laws of such state and
         has paid all applicable taxes due to such state. In addition, CNA shall
         have delivered to IGFH a certificate of licensure,  dated not more than
         thirty  (30) days  before the  Closing  Date,  issued by the  insurance
         regulatory authority in each state in which the business proposed to be
         transferred  pursuant to this Agreement is currently  conducted by CNA,
         with such  certificate  stating that CNA is  authorized  to conduct the
         type of business transferred pursuant to this Agreement in such state.

                  J. Certified  Copies of  Resolutions.  Each party hereto shall
         have delivered to the other copies, certified by the duly qualified and
         acting  secretary  or  assistant  secretary  of such  other  party,  of
         resolutions  adopted by the Board of Directors of such party  approving
         this Agreement and the  consummation of the  transactions  contemplated
         hereby  (including,  but not limited  to,  execution  of the  Ancillary
         Agreements).

                  K. Catastrophic Events.  There shall not have occurred any
         outbreak of war or any banking moratorium.

                  L. Transfer of Assets. CNA shall have delivered to IGFH at the
         Effective  Time  possession  of all of CNA's  Assets to be  transferred
         pursuant to this Agreement and the

                                       34

<PAGE>



         Ancillary  Agreements,  reflecting  a transfer  of all of CNA's  right,
         title and interest in and to CNA's Assets as provided in this Agreement
         and the Ancillary Agreements.

                  M.  Ancillary  Agreements.   The  parties  hereto  shall  have
         executed the Ancillary Agreements.

                                    ARTICLE 8
                        EMPLOYEES AND EMPLOYMENT MATTERS

         8.1 Employment  Transfer.  Unless otherwise agreed by the parties,  CNA
will  cease  the  employment  of all  CNA  Employees  and  IGFH  shall  commence
employment of all such  individuals on March 17, 1998.  Upon  employment by IGFH
all CNA Employees shall become eligible to receive and participate in all plans,
programs and benefits applicable to employees of IGFH.

         8.2 No  Liability  for Prior  Service.  IGFH shall have no liability or
responsibility  for any  Employment-Related  Liability (and CNA shall retain all
such  liability),  which is or may become owing to any CNA  Employee  which is a
result of such person's prior employment or service with CNA. CNA will indemnify
IGFH, on a first-dollar basis, for any Employment-Related Liability.

         8.3 Hold  Harmless.  As more  fully set forth in  Article  10,  and not
limited  by this  Section  8.3,  CNA  will  indemnify  and hold  harmless,  on a
first-dollar  basis,  IGFH from and  against  any and all  liability  whatsoever
(including, but not limited to IGFH's internal cost and its cost of all retained
advisors   and   experts   in   defending   such   matter)   arising   from  any
Employment-Related  Liability,  including,  but not limited to, any suit,  case,
claim or administrative proceeding, whether pre-existing or hereafter commenced,
which in any way  relates  to such  person's  employment  with CNA or the terms,
conditions or method of such  person's  termination  from CNA and  employment by
IGFH.

                                    ARTICLE 9
                              TERM AND TERMINATION

         9.1 Duration.  Unless otherwise  terminated as provided for herein, the
term of this Agreement shall be perpetual (the "Term').

         9.2  Termination  Prior to Closing.  Unless the parties shall  mutually
agree in writing to the contrary,  this Agreement shall automatically  terminate
at such time  which is  thirty  (30) days  from the  Effective  Time;  provided,
however,  that the  provisions  of this  Section  9.2 shall be invalid  upon the
execution of the Ancillary Agreements.

         9.3  Survival.  If this  Agreement  shall be terminated as provided for
herein,  this  Agreement  shall become null and void and of no further force and
effect   except  for   provisions   relating   to  (i)   non-competition,   (ii)
indemnification, (iii) expenses, (iv) public announcements and the provisions of
this Section.


                                       35

<PAGE>



         9.4 Put/Call  Termination.  This  Agreement  shall  terminate  upon the
exercise of any Put Right,  Change of Control Put Mechanism or Change of Control
Call Mechanism.

                                   ARTICLE 10
                                 INDEMNIFICATION

         10.1  Indemnification by IGFH. IGFH hereby agrees to indemnify,  defend
and hold harmless CNA from and against any loss, liability,  claim,  obligation,
damages or deficiency  arising out of or resulting  from any  misrepresentation,
breach of warranty or nonfulfillment of any covenant or agreement on the part of
IGFH contained in this Agreement. Such indemnification shall include, but not be
limited to, judgments,  costs and expenses (including reasonable attorneys' fees
and all other  expenses  incurred in  investigating,  preparing or defending any
litigation or  proceeding,  commenced or  threatened)  incident to the foregoing
sentence, provided, however, that the provisions of this Section shall not apply
to any loss, liability, claim, obligation, damage or deficiency or any judgment,
costs, and expenses (including reasonable attorneys' fees and all other expenses
incurred in investigating,  preparing or defending any litigation or proceeding,
commenced  or  threatened)  incident  thereto  that arise from the breach of any
misrepresentation,  warranty or the  nonfulfillment of any covenant or agreement
if, at the time of Closing,  CNA was aware of the breach or other  noncompliance
of  such  representation,   warranty,   covenant  or  other  agreement  and  the
transactions  contemplated  hereby  closed while CNA was in  possession  of such
knowledge and had waived such compliance.  The indemnity granted by this Section
hereby  does not  apply  until the  aggregate  of all  loss,  liability,  claim,
obligation,  damage or deficiency  (including  judgments and other costs related
thereto)  exceeds three hundred  thousand  dollars  ($300,000) and then the said
indemnity  applies only to indemnified  amounts that exceed the aggregate  three
hundred thousand dollars  ($300,000).  Further, no action or claim for indemnity
pursuant to this Section shall be brought or made after February 15, 2000.

         10.2 Indemnification by CNA. CNA hereby agrees to indemnify, defend and
hold  harmless  IGFH from and against any loss,  liability,  claim,  obligation,
damages or deficiency  arising out of or resulting  from any  misrepresentation,
breach of warranty or nonfulfillment of any covenant or agreement on the part of
CNA contained in this Agreement.  Such indemnification shall include, but not be
limited to, judgments,  costs and expenses (including reasonable attorneys' fees
and all other  expenses  incurred in  investigating,  preparing or defending any
litigation or  proceeding,  commenced or  threatened)  incident to the foregoing
sentence, provided, however, that the provisions of this Section shall not apply
to any loss, liability, claim, obligation, damage or deficiency or any judgment,
costs, and expenses (including reasonable attorneys' fees and all other expenses
incurred in investigating,  preparing or defending any litigation or proceeding,
commenced  or  threatened)  incident  thereto  that arise from the breach of any
misrepresentation,  warranty or the  nonfulfillment of any covenant or agreement
if, at the time of Closing,  IGFH was aware of the breach or other noncompliance
of  such  representation,   warranty,   covenant  or  other  agreement  and  the
transactions  contemplated  hereby  closed while IGFH was in  possession of such
knowledge and had waived such compliance.  The indemnity granted by this Section
does not apply until the aggregate of all loss,  liability,  claim,  obligation,
damage or deficiency (including judgments and other costs related

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thereto)  exceeds three hundred  thousand  dollars  ($300,000) and then the said
indemnity  applies only to indemnified  amounts that exceed the aggregate  three
hundred thousand dollars  ($300,000).  Further, no action or claim for indemnity
pursuant to this Section shall be brought or made after February 15, 2000.

         10.3   Indemnification   by  CNA  for   Employment   Related   Matters.
Notwithstanding any other provision of this Agreement,  CNA agrees to indemnify,
defend and hold harmless, on a first-dollar basis, IGFH from and against any and
all loss, liability,  claims,  obligation,  damage or deficiency,  including any
judgments,  costs and expenses  (including  reasonable  attorneys'  fees and all
other expenses incurred in investigating,  preparing or defending any litigation
or  proceeding,  commenced  or  threatened)  arising  out of or  related  to any
litigation,  suit,  cause of action or  proceeding  (whether  administrative  or
judicial)  before  any court or  Governmental  Authority  brought  by any former
employee  of CNA  listed  on  Schedule  10.3  hereto.  Additionally,  and not in
limitation  of any  foregoing  provision of this  Section,  CNA hereby agrees to
indemnify,  defend and hold  harmless  IGFH from and  against  any and all loss,
liability, claim, obligation,  damage or deficiency and any judgments, costs and
expenses (including  reasonable  attorneys' fees and all other expenses incurred
in investigating, preparing or defending any litigation or proceeding, commenced
or  threatened)  which  arise from or pertain to any alleged  benefit,  payment,
inurement,  pension,  benefit plan, pension plan, vacation pay plan or any other
employee benefit of any type or kind sought by any former employee of CNA listed
on Schedule 10.3.

         10.4 Indemnification  Procedures. In the event that either party hereto
wishes to assert a claim for  indemnification  pursuant  to this  Article,  such
party seeking  indemnification shall deliver a written notice to the other party
no later than ten (10)  business  days after  such claim  becomes  known to such
party seeking indemnification,  specifying the facts constituting the basis for,
and the  amount  (if known) of the claim  asserted.  Failure  to deliver  such a
notice as is provided for in the preceding sentence in a timely manner shall not
be deemed a waiver of right to indemnification hereunder in connection with such
claim, but the amount of reimbursement to which such party may be entitled shall
be reduced by the amount, if any, by which such amount could have been mitigated
had  such  notice  been  delivered  in  a  timely  manner.  If a  party  seeking
indemnification  pursuant to this Article  because of a claim or demand made, or
an action,  proceeding or  investigation  instituted by any Person that is not a
party  to  this  Agreement,  and  such  claim,  demand,  action,  proceeding  or
investigation may result in indemnification  pursuant to this Article, the party
seeking  indemnification  shall  deliver to the other party hereto a notice with
respect thereto,  with such notice specifying the claimant or other third party,
the facts  surrounding  such potential  claim for  indemnification  and the best
estimate  (which is  non-binding  of the party seeking  indemnification)  of the
amount of such potential  claim by such third party.  Such notice as is provided
for in the  preceding  sentence  shall  be  delivered  to the  party  from  whom
indemnification  is  sought  within  twenty  (20)  business  days of the  actual
knowledge of such party seeking  indemnification  of such claim.  The party from
whom  indemnification is sought shall have the right, upon written notice to the
other,  to investigate,  contest,  defend or settle any matter to which a notice
for   indemnification   due  to  a  claim  by  a  third  party  has  been  made.
Notwithstanding the foregoing sentence,  the party seeking  indemnification may,
at  its  option  and at  its  own  expense,  participate  in the  investigation,
contesting, defense or

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<PAGE>



settlement  of any such claim  through  representatives  and  counsel of its own
choosing;  provided, however, that the party from whom indemnification is sought
shall  have the sole and  exclusive  right to  investigate,  contest,  defend or
settle any such claim from a third party on terms, and in the manner,  it shall,
in its sole  discretion,  determine.  Notwithstanding  the foregoing,  the party
seeking indemnification has the unilateral right to investigate, contest, defend
or settle any claim by a third party, but if such party seeking  indemnification
shall  exercise the right  provided  for in this  sentence,  it expressly  shall
forfeit any right of indemnification provided for in this Article.

         10.5  Stamford  Financial.  CNA and IGFH hereby agree that if either of
them shall have entered into any agreement with Stamford Financial, by virtue of
which Stamford Financial claims a fee for the transactions  contemplated in this
Agreement and the Ancillary  Agreements,  the party entering into such agreement
with Stamford Financial will indemnify,  defend and hold harmless the other from
and against any and all monetary costs  (including,  without  limitation,  legal
fees)  which  may be  incurred  by the party  which  did not so enter  into such
agreement with Stamford Financial.

                                   ARTICLE 11
                                  MISCELLANEOUS

         11.1  Further  Actions.  Each of the parties  hereto  agrees to use all
reasonable  effort to take, or cause to be taken, all reasonable  actions and to
do, or cause to be done, all reasonable things necessary, proper or advisable to
consummate the transactions  contemplated by this Agreement. None of the parties
hereto will take or permit to be taken any action that would be in breach of the
terms  or  provisions  of  this  Agreement  or  that  would  cause  any  of  the
representations contained herein to be or to become untrue.

         11.2 Costs. Irrespective of whether Closing occurs, except as otherwise
stated or hereinafter agreed, all costs and expenses incurred in connection with
this  Agreement and the  transactions  contemplated  hereby shall be paid by the
party incurring such expense.

         11.3 Public  Announcements.  Excepting  comments in filings required by
the SEC, or Governmental Authority,  the content and timing of any press release
or other public  announcement  proposed to be made  concerning the  transactions
contemplated  by this  Agreement  must be  consented to in advance by each party
prior to the public  dissemination of such press release or public announcement,
with such consent not being unreasonably withheld or delayed.

         11.4  Survival.   The   representations,   warranties,   covenants  and
agreements of the parties hereto  contained in this Agreement  shall survive the
Closing and shall not merge in the  performance  of any  obligation by any party
hereto.

         11.5 Amendment and  Modification.  This Agreement may not be amended or
modified without the prior written consent of all parties hereto.


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<PAGE>



         11.6 Waiver.  The failure to insist upon strict  compliance with any of
the terms and conditions to this Agreement at any one time shall not be deemed a
waiver of such term or  condition  at any other  time,  nor shall any  waiver or
relinquishment  of any  right or power  granted  herein  at any time be deemed a
waiver or  relinquishment  of the same or any other  right or power at any other
time.

         11.7 Governing  Law;  Venue.  This  Agreement  shall be governed by and
construed in  accordance  with the laws of the State of Indiana  without  giving
effect to the  principles  of  conflicts  of laws.  Each of the  parties  hereto
irrevocably and unconditionally  consent to submit to the exclusive jurisdiction
of the courts of the United States of America located in Marion County,  Indiana
(and if such  courts do not have  appropriate  jurisdiction,  the  courts of the
State of Indiana),  for any action,  proceeding or investigation in any court or
before any Governmental  Authority  arising out of or relating to this Agreement
and the transactions contemplated hereby. The parties further agree that service
of any process,  summons, notice or document by United States Registered Mail to
its respective address as set forth in this Agreement shall be effective service
of process for any litigation  brought against it in any such court. Each of the
parties hereto hereby  irrevocably and  unconditionally  waives any objection to
the  laying  of  venue  in any  matter  arising  out of  this  Agreement  or the
transactions  contemplated  hereby in the courts of the United States of America
located in Marion  County,  Indiana (and if such courts do not have  appropriate
jurisdiction, the courts of the State of Indiana), and the parties hereto hereby
further irrevocably and unconditionally waive and agree not to plead or claim in
any such  court  that any such  litigation  brought  in any such  court has been
brought in an inconvenient forum.

         11.8 Notice.  Any notice or other  communication  to be given hereunder
shall be in writing and shall be deemed sufficient when it is:

                  A. mailed by United States Certified Mail, Return Receipt
         Requested;

                  B. mailed by overnight express mail or other airborne courier;

                  C. sent  by  facsimile  or  telecopy  machine,   followed  by
         confirmation  mailed by First Class mail or  overnight  express mail or
         airborne courier; or

                  D. delivered in person, at the address set forth below or such
         other address as a party hereto may provide to the other in writing.

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<PAGE>



                  Notices pursuant to this Agreement shall be sent to:

                  If to IGFH:

                  Dennis G. Daggett
                  President and Chief Operating Officer
                  IGF Holdings, Inc.
                  6000 Grand Avenue
                  Des Moines, Iowa  50312

                  With a copy to:

                  David L. Bates, Esq.
                  Vice President, General Counsel and Secretary
                  Symons International Group, Inc.
                  4720 Kingsway Drive
                  Indianapolis, Indiana  46205

                  If to CNA:

                  Lyle W. Marschand
                  President and Chief Operating Officer
                  CNA Agriculture
                  CNA Plaza, 40 South
                  Chicago, Illinois  60685

                  With a copy to:

                  Secretary
                  Continental Casualty Company
                  CNA Plaza,  43 South
                  Chicago, Illinois  60685

         11.9  Severability.  If  any  provision  of  this  Agreement  shall  be
determined to be invalid or  unenforceable,  this  Agreement  shall be deemed to
amended to delete such  provision and the remainder of this  Agreement  shall be
enforceable by its terms.

         11.10 Successors and Assigns. This Agreement shall be binding and inure
to the benefit of the parties hereto and their respective  permitted  successors
and assigns.

         11.11 Captions.  Headings and captions  contained in this Agreement are
inserted  only as a  matter  of  convenience  and for  reference,  and in no way
define,  limit, extend or prescribe the scope of this Agreement or the intent of
any provision.

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<PAGE>




         11.12 Gender and Tense. The masculine gender shall include the feminine
and neuter genders and the singular shall include the plural.

         11.13 Entire  Agreement.  This Agreement and the Ancillary  Agreements,
taken as a whole, constitute the entire agreement of the parties with respect to
the matters set forth herein and supersedes any and all prior  understandings or
agreements, oral or written, with respect to such matters.

         11.14 Negative Inference. Neither this Agreement nor any uncertainty or
ambiguity  herein  shall be  construed  or resolved  against  any party  hereto,
whether  under  any  rule of  construction  or  otherwise.  No  party  shall  be
considered the draftsman of this Agreement.  On the contrary, this Agreement has
been  reviewed,  negotiated  and  accepted  by  all  parties  hereto  and  their
respective  counsel and shall be  construed  and  interpreted  according  to the
ordinary  meaning of the words used so as to fairly  accomplish the purposes and
intentions of all parties hereto.

         11.15  Counterparts;   Facsimile  Signatures.  This  Agreement  may  be
executed in any number of counterparts,  each of which shall be an original, and
all such counterparts shall constitute one in the same Agreement, binding on all
the parties notwithstanding that all the parties are not signatories to the same
counterparts.  The execution of this Agreement may be  accomplished by signature
transmitted via facsimile.

         11.16 Certain Definitions.  Certain defined terms outlined in Article 1
hereof are not used herein but have application to certain Ancillary Agreements.
In the event that a conflict  exists between any term defined herein and also in
any Ancillary  Agreement,  the definition and meaning  contained herein shall be
controlling.

         11.17 Recitals.  The recitals contained hereinabove are incorporated by
reference as those repeated verbatim.

         11.18 Future  Cooperation.  The parties  agree to work together in good
faith from the date  hereof  through  the  Closing  Date to correct or amend any
provisions herein or in the Ancillary Agreements which are inconsistent with the
parties intent.

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<PAGE>



Strategic Alliance Agreement
Signature Pages



         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first written above.


                                       SYMONS INTERNATIONAL GROUP, INC.



                                       By:___________________________________


                                       Its:___________________________________




                                       42

<PAGE>



Strategic Alliance Agreement
Signature Pages [continued]


                                       IGF HOLDINGS, INC.



                                       By:___________________________________


                                       Its:___________________________________


                                       43

<PAGE>



Strategic Alliance Agreement
Signature Pages [continued]


                                       IGF INSURANCE COMPANY


                                       By:___________________________________


                                       Its:___________________________________






                                       44

<PAGE>



Strategic Alliance Agreement
Signature Pages [continued]



                                       CONTINENTAL CASUALTY COMPANY


                                       By:___________________________________


                                       Its:___________________________________



                                       45