[CHASE LOGO]

                               September 26, 1996


GGS Management, Inc.
GGS Management Holdings, Inc.
c/o Symons International Group, Inc.
4720 Kingsway Drive
Indianapolis, Indiana 46205

Attention: David L. Bates, Esq.

                           Re: Consent and Amendment

Gentlemen:

         We refer  to the  Credit  Agreement  dated  as of  April  30,  1996 (as
amended,  supplemented and otherwise  modified and in effect on the date hereof,
the "Credit  Agreement";  terms  defined in the Credit  Agreement  to have their
respective defined meanings when used herein) between GGS Management,  Inc. (the
"Company")  certain banks (the "Banks") and The Chase  Manhattan Bank (successor
by merger to The Chase Manhattan Bank (National Association)),  as agent for the
Banks (the "Administrative Agent").

         In connection with a public  offering by SIG of up to 3,450,000  shares
of its common stock pursuant to Form S-1 dated September __, 1996, we understand
that (1) the parties to the Stockholder Agreement wish to amend and restate such
Stockholder  Agreement in  substantially  the form of Exhibit A attached  hereto
(the "Amended and Restated  Stockholder  Agreement") so that the Company and GGS
may be  consolidated  with  SIG for  financial  reporting  purposes  and (2) the
parties to the GGS Stock Purchase Agreement wish to enter into a Third Amendment
to the Stock Purchase  Agreement in substantially the form of Exhibit B attached
hereto (the "Third Amendment").


<PAGE>

                                     - 2 -

         With the consent of the Majority  Banks, we consent to GGS entering the
Amended  and  Restated  Stockholder  Agreement  and the Third  Amendment  on the
condition  that   simultaneously   therewith,   the  Credit   Agreement   shall,
automatically  and without any further action by the parties hereto,  be amended
in the following respects:

         1. The first sentence of Section 8.08 of the Credit  Agreement shall be
amended by deleting therefrom the text from and including the words "except that
Pafco may pay to SIG a dividend" to and including the words "and Goran".

         2.  Section 8.12 of the Credit  Agreement  shall be amended by deleting
the words "clauses (e) and (f)" and replacing them with "clause (b)".

         The  foregoing  consent  shall  become  effective  upon  receipt by the
Administrative  Agent of a copy of this  letter  duly  executed on behalf of the
Company and GGS as below  provided.  This letter  agreement shall be governed by
and construed in accordance with, the law of the State of New York.



                                                     Very truly yours,

                                                     THE CHASE MANHATTAN BANK,
                                                     as Administrative Agent


                                                     By /s/ J. David Parker, Jr.
                                                        ------------------------
                                                        J. David Parker
                                                        Vice President

CONSENT:

GGS MANAGEMENT, INC.


By /s/ A Y Zuror
------------------------
Title: President


GGS MANAGEMENT HOLDINGS, INC.


By /s/ A Y Zuror
------------------------
Title: President