Exhibit 10.18(8)
                                   
                  AUTOMOBILE QUOTA SHARE REINSURANCE AGREEMENT


This Agreement is made and entered into by and between


                         PAFCO GENERAL INSURANCE COMPANY
                              Indianapolis, Indiana
                     (hereinafter together called "COMPANY")


and  the  Reinsurer  specifically  identified  on the  signature  page  of  this
Agreement (hereinafter called the "Reinsurer").


                                    ARTILCE 1

BUSINESS REINSURED

This  Agreement is to share with the Reinsurer the interests and  liabilities of
the Company's net retained  liability under all Policies  written or assumed and
classified  by the  Company  as  Private  Passenger  Automobile  and  Motorcycle
business  (including  Artisans'  vehicles)  covering  Bodily Injury and Property
Damage Liability,  Personal Injury Protection,  Medical Payments,  Uninsured and
Underinsured Motorists Liability,  Physical Damage, inforce,  written or renewed
by or on behalf of the Company and produced by Pafco General Insurance  Company,
Indianapolis,  Indiana  or assumed  from IGF  Insurance  Company,  Indianapolis,
Indiana, during the term of this Agreement,  subject to the terms and conditions
herein contained.


                                    ARTICLE 2

COVER

A.  The Company will cede, and the Reinsurer will accept as reinsurance,  a
    57.24% share of all business reinsured hereunder,  subject to the maximum
    limits as specified in the MAXIMUM LIMITS OF LIABILITY ARTICLE.


                                    ARTICLE 3

COMMENCEMENT AND TERMINATION

A.  This Agreement shall become  effective at 12:01 a.m.,  Eastern Standard
    Time, October  1, 1998, and shall remain in full force and effect until
    terminated as provided in the following paragraph.


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B.  Either the Company or the Reinsurer shall have the right to terminate this
    Agreement at any time.

C.  Notwithstanding the termination provisions as set forth in section B. above,
    this Agreement may be terminated, if:

    1.  The Company defaults upon its obligation to pay the Reinsurer any net
        balances due hereunder in accordance with the terms and conditions
        hereof, by the Reinsurer giving 15 days' notice prior to any month-end.
        Should the Company correct the default within a 10-day period following
        receipt of such notice, then termination of this reinsurance by the
        Reinsurer for reason of default shall be rescinded automatically.

    2.  The Company:

        a.  Is acquired or controlled by, or merged with any other company;
        b.  Reinsures its entire business;
        c.  Loses the whole or any part of its paid in capital;
        d.  Has a liquidator, receiver or conservator appointed, or is the
            subject of any liquidation, conservation, insolvency or cease and
            desist proceedings, then the Reinsurer may terminate at any month-
            end by giving 15 days' prior written notice.

D.  In the event of termination of this Agreement,  the Reinsurer will continue
    to cover all Policies coming within the scope of this Agreement, including
    those written or renewed during the period of notice,  until the natural
    expiration or anniversary of such Policies, whichever occurs first, but in
    no event longer than 12 months plus odd time,  not to exceed 15 months in
    all, from the date of termination.

Upon  termination,  the  Company,  at its  option,  may elect to  terminate  the
Reinsurer's  liability for all losses occurring  subsequent to termination.  The
Reinsurer  will  return to the  Company a portfolio  representing  the  unearned
premium reserve under this Agreement appropriate to the mode of termination.

E.  Either party hereto may request commutation of the ceded reserves for losses
    and loss adjustment expenses outstanding for any Underwriting Year at the
    end of the Underwriting Year of at anytime thereafter. The Reinsurer shall
    have no liability beyond such amount and upon payment by the Reinsurer of an
    amount equal to the ceded reserves for losses and loss adjustment expenses
    outstanding, which said amount shall be mutually agreed between the Company
    and Reinsurer, the Reinsurer shall be relieved of all further liability
    hereunder with respect to the losses so commuted.


                                    ARTICLE 4

TERRITORY

This Agreement  applies to losses arising out of Policies  written in the United
States of America,  its  territories  and  possessions,  Puerto Rico and Canada,
wherever occurring or to follow the Company's original Policies.


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                                    ARTICLE 5

MAXIMUM LIMITS OF LIABILITY

For  purposes of  determining  the  liability  of the  Reinsurer,  the limits of
liability  of the Company  with respect to any one Policy shall be deemed not to
exceed the maximum limits as follows:

1.   Bodily Injury:                           $100,000 per person/
                                              $300,000 per occurrence
2.   Uninsured Motorist BI:                   $100,000 per person/
                                              $300,000 per occurrence
3.   Underinsured Motorist BI:                $100,000 per person/
                                              $300,000 per occurrence
4.   Property Damage Liability:               $100,000 per occurrence
5.   Uninsured Motorist PD:                    $50,000 per occurrence
6.   Automobile Physical Damage:               $50,000 per vehicle

Notwithstanding  the maximum  Policy limits listed above,  it is agreed that the
Company  may  issue,  and the  Reinsurer  will be liable  for,  a maximum of ten
Policies per Underwriting Year with limits of $1,000,000.

Loss in excess of the  Policy  limit and Extra  Contractual  Obligations  as set
forth  in the  EXCESS  OF  POLICY  LIMITS  ARTICLE  and  the  EXTRA  CONTRACTUAL
OBLIGATIONS  ARTICLE  will be covered  hereunder  subject to the maximum  Policy
limits as set forth in this  Article,  including  the Policies  with  $1,000,000
limits.

The Company may request  prior  approval of the Reinsurer to cover more than ten
Policies per Underwriting Year with limits of $1,000,000.


                                    ARTICLE 6

WARRANTY

The Company maintains the following  reinsurance,  which inure to the benefit of
this Agreement, whether collectible or not:

1.  Casualty Excess of Loss Reinsurance  Agreement of $800,000 in excess of
    $200,000 each and every occurrence.
2.  Contingent and Clash Casualty Excess of Reinsurance Agreement of $4,000,000
    in excess of $1,000,000 each and every occurrence.
3.  First Catastrophe Excess of Loss Reinsurance Agreement of 97.5% of $750,000
    in excess of $250,000 each and every occurrence.
4.  Second Catastrophe Excess of Loss Reinsurance Agreement of 97.5% of
    $2,000,000 in excess of $1,000,000 each and every occurrence.

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                                    ARTICLE 7

EXCLUSIONS

This Agreement does not cover:

A.  All excess of loss reinsurance assumed by the Company.

B.  Reinsurance assumed by the Company under obligatory reinsurance agreements,
    except;

    1.  agency reinsurance where the Policies involved are to be reunderwritten
        in accordance with the underwriting standards of the Company and
        reissued as Company Policies at the next anniversary or expiration date,
        and;

    2.  reinsurance assumed by the Company for Old American Insurance Company
        of Texas and Southern County Mutual Insurance Company.

C.  Financial guarantee and insolvency.

D.  Business written by the Company on a co-indemnity basis where the Company is
    not the controlling carrier.

E.  Business written to apply in excess of a deductible of more than $5,000, and
    business issued to apply specifically in excess over underlying insurance.

F.  Business excluded by the attached Nuclear Incident Exclusion Clauses -
    Liability Reinsurance - U.S.A., No. 08-31.1 and Physical Damage -
    Reinsurance - U.S.A., No. 08-33.

G.  War Risks as excluded in the attached North American War Exclusion Clause
    (Reinsurance) No. 08-45.

H.  Pollution or contamination liability except mandatory coverage for motor
    carriers subject to environmental restoration coverage under the Motor
    Carrier Act of 1980 or similar mandatory coverages.

I.  Liability as a member, subscriber or reinsurer of any Pool, Syndicate or
    Association.

J.  All liability of the Company arising by contract, operations of law, or
    otherwise,  from its participation or membership,  whether voluntary or
    involuntary,  in any insolvency  fund.  "Insolvency  fund" includes any
    guaranty fund, insolvency fund, plan, pool, association,  fund or other
    arrangement,  however  denominated,   established  or  governed,  which
    provides for any  assessment of or payment or assumption by the Company
    of part or all of any claim,  debt,  charge, fee or other obligation of
    an insurer,  or its  successors or assigns,  which has been declared by
    any competent  authority to be insolvent,  or which is otherwise deemed
    unable to meet any claim,  debt,  charge,  fee or other  obligation  in
    whole or in part.

K.  All classifications of business not specifically included under the
    BUSINESS REINSURED ARTICLE.


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L.  Automobile Liability with respect to any vehicle used principally as:

    1.  A taxicab, public or livery conveyance or bus.
    2.  An ambulance or fire department vehicle.
    3.  A racing or exhibition vehicle.
    4.  A long-haul public freight carrier operating regularly and frequently
        beyond a 300-mile radius from its territorial location.
    5.  A  truck greater than 10 tons transporting explosive, munitions,
        ammonium nitrate, gasoline or liquefied petroleum gas, including
        butane and propane.

Not withstanding the foregoing,  any reinsurance falling within the scope of one
or more of the exclusions set forth in paragraph L that is specially accepted by
the  Reinsurer  from the Company  shall be covered  under this  Agreement and be
subject to the terms  hereof,  except as such  terms  shall be  modified  by the
special acceptance. Furthermore, any exclusion set forth in paragraph L shall be
waived  automatically when, in the opinion of the Company, the exposure excluded
therein is incidental to the principal exposure on the risk in question.

If the Company is bound,  without the knowledge and contrary to the instructions
of the Company's  supervisory  underwriting  personnel,  on any business falling
within the scope of one or more of the  exclusions set forth in paragraph L, the
exclusion  shall be suspended  with respect to such business until 30 days after
an underwriting supervisor of the Company acquires knowledge thereof.


                                    ARTICLE 8

ACCOUNTS AND REMITTANCES

A.  Within 45 days following the end of each month, the Company shall report to
    the Reinsurer:

    1.  Net Written Premium for the month;
    2.  Unearned premium at the end of the month;
    3.  Earned premium for the month;
    4.  Provisional ceding commission based on item 3. Above;
    5.  Ceded losses and allocated loss adjustment expense paid during the
        month, as respects losses occurring during the Underwriting Period under
        consideration;
    6.  The ceded reserves for losses outstanding and allocated loss adjustment
        expenses outstanding at the end of the month, as respects losses
        occurring during the Underwriting Period under consideration;
    7.  The balance 3. Less 4. Less 5.

B.  In the event the balances shown in A.7. above for the Underwriting Period,
    for the Company, are due the Reinsurer, the Company will hold such funds as
    it is the intent of this Agreement that the Company receive interest on such
    funds. However, 2.5% of the amount shown in paragraph A.7. shall be paid by
    the Company to the Reinsurer in cash within 30 days after the due dates
    representing the Reinsurer's margin.  In the event the balance shown in
    paragraph A.7. is negative as of the end of any month, the negative balance
    due the Company shall be payable by the Reinsurer in cash, within 60 days
    after the end of the month, but any such cash payment by the Reinsurer shall
    be returned by the Company before any subsequent monthly net balance due the
    Reinsurer is withheld from payment.  However, it is agreed that any negative
    balance due the Company will be offset by the positive balance due the
    Company.

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C.  Annually, the Company shall furnish the Reinsurer with such information as
    the Reinsurer may require to complete its Annual Convention Statement.


                                    ARTICLE 9

CEDING COMMISSION

The Reinsurer will allow the Company a provisional ceding commission of 24.0%
of the Net Earned Premium Income ceded hereunder.  Return commission shall be
allowed on return premiums at the same rate.


                                   ARTICLE 10

COMMISSION ADJUSTMENT

A.  1.  The final ceding commission shall be determined by the loss experience
        under this Agreement.  The Company will calculate an adjusted ceding
        commission for the Underwriting Period within 14 months following the
        inception of the Underwriting Period based on premiums earned and losses
        incurred.  The provisional ceding commission will be adjusted between
        the parties as appropriate.  Adjustments for the Underwriting Period
        continue to be made annually until all losses ascribed to the
        Underwriting Period have been paid or closed, at which time the ceding
        commission will become final.  For purposes of this calculation, no
        upward adjustment will be made until 26 months following the inception
        of the Underwriting Period.

    2.  Premium earned for the Underwriting Period shall mean all written
        premium ceded  to  this Agreement and ascribed to the Underwriting
        Period (less cancellations and returns) less the unearned premium
        reserve at the time of the adjustment, if any.

    3.  Losses incurred for the Underwriting Period shall mean the loss and
        allocated loss expense paid by the Reinsurer (less salvages and
        recoveries received) on losses ascribed to the Underwriting Period, plus
        loss and allocated loss expense reserves outstanding on losses ascribed
        to the Underwriting Period, and plus or minus any debit or credit
        carryforward as provided in this Article.

    4.  The adjusted ceding commission shall be calculated for the Underwriting
        Period for the Company as a whole.

B.  1.  Should the ratio of losses incurred to premium earned be 73.5% or
        higher, then the adjusted ceding commission shall be 24.0%.

    2.  Should the ratio of losses incurred to premium  earned be less than
        73.5%, then the adjusted commission shall be further adjusted by adding
        one percent (1%) to the ceding commission for each one percent reduction
        of loss ratio subject to a maximum ceding commission of 31.0% at a loss
        ratio of 66.5% or less.

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                                   ARTICLE 11

DEFINITIONS

A.  The term "Net Written Premium" as used in this Agreement shall mean the
    gross written premium income on business subject to this Agreement less
    returns and cancellations.

B.  The term "Policy" as used in this Agreement shall mean any binder,  policy,
    or contract of insurance or reinsurance issued, accepted or held covered
    provisionally or otherwise, by or on behalf of the Company.

C.  The term "Underwriting Period" as used in this Agreement shall mean those  
    Policies  inforce at the effective date hereof or issued or renewed on and
    after that date and all premium attributable to, and all loss arising out of
    such Policies from such until expiration or cancellation, whichever occurs
    first, will be ascribed to the Underwriting Period.

D.  The term "Company" means Pafco General Insurance Company.


                                   ARTICLE 12

ORIGINAL CONDITIONS

All insurances  falling under this Agreement shall be subject to the same terms,
rates,  conditions and waivers,  and to the same modifications,  alterations and
cancellations  as the  respective  Policies of the Company  (except  that in the
event of the insolvency of the Company the provisions of the INSOLVENCY  ARTICLE
of this Agreement shall apply).


                                   ARTICLE 13

OFFSET

The Company  and the  Reinsurer  shall have the right to offset any  balances or
amounts due from one party to the other under the terms of this Agreement or any
other agreement heretofore or hereafter entered into between the Company and the
Reinsurer,  whether acting as assuming Reinsurer or Ceding Company.  However, in
the event of the insolvency of any party hereto, offset shall only be allowed in
accordance with applicable law.


                                   ARTICLE 14

CURRENCY

The  currency  to be used for all  purposes  of this  Agreement  shall be United
States of America currency.


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                                   ARTICLE 15

LOSS AND UNEARNED PREMIUM RESERVE FUNDING

With  respect  to  loss  and  unearned  premium  reserves,  funding  will  be in
accordance  with the attached Loss and Unearned  Premium  Reserve Funding Clause
No. 13-04.


                                   ARTICLE 16

TAXES

The Company  will be liable for taxes (except  Federal  Excise Tax) on premiums
reported to the Reinsurer hereunder.

Federal Excise Tax applies only to those Reinsurers,  excepting  Underwriters at
Lloyd's, London and other Reinsurers exempt from the Federal Excise Tax, who are
domiciled outside the United States of America.

The Reinsurer  has agreed to allow for the purpose of paying the Federal  Excise
Tax 1% of the premium  payable  hereon to the extent such  premium is subject to
Federal Excise Tax.

In the event of any return of premium becoming due hereunder, the Reinsurer will
deduct 1% from the amount of the  return,  and the  Company or its agent  should
take steps to recover the Tax from the U.S. Government.


                                   ARTICLE 17

LOSS AND LOSS EXPENSE

Any loss settlement made by the Company,  whether under strict Policy conditions
or by way of compromise,  shall be unconditionally binding upon the Reinsurer in
proportion to its participation,  and the Reinsurer shall benefit proportionally
in all salvages and recoveries.

The Reinsurer  shall bear its  proportionate  share of expenses  incurred by the
Company in the  investigation,  adjustment,  appraisal  or defense of all claims
under  Policies  reinsured  hereunder  (including   claim-specific   declaratory
judgment expenses but excluding office expenses and salaries of officials of the
Company) and shall  receive its  proportionate  share of any  recoveries of such
expenses.

The  phrase  "claim-specific  declaratory  judgment  expenses,"  as used in this
Agreement  will mean all  expenses  incurred by the Company in  connection  with
declaratory  judgment actions brought to determine the Company's  defense and/or
indemnification  obligations that are allocable to specific  policies and claims
subject to this Agreement.  Declaratory  judgment expense will be deemed to have
been  incurred by the Company on the date of the  original  loss (if any) giving
rise to the declaratory judgment action.


                                                                         Page 8



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                                   ARTICLE 18

EXCESS OF POLICY LIMITS

In the event the loss  includes  an  amount  in excess of the  Company's  Policy
limit,  100% of such  amount in excess of the  Company's  Policy  limit shall be
added to the amount of the Company's  Policy limit, and the sum thereof shall be
covered  hereunder,  subject to the Reinsurer's limit of liability  appearing in
the COVER ARTICLE and MAXIMUM LIMITS OF LIABILITY ARTICLE of this Agreement.

However,  this Article  shall not apply where the loss has been  incurred due to
the fraud of a member of the Board of  Directors  or a corporate  officer of the
Company acting  individually or collectively or in collusion with any individual
or corporation or any other  organization or party involved in the presentation,
defense or settlement of any claim covered hereunder.

For the  purpose of this  Article,  the word  "loss"  shall mean any amounts for
which the Company  would have been  contractually  liable to pay had it not been
for the limit of the original Policy.


                                   ARTICLE 19

EXTRA CONTRACTUAL OBLIGATIONS

This Agreement shall protect the Company,  subject to the  Reinsurer's  limit of
liability appearing in the COVER ARTICLE and MAXIMUM LIMITS OF LIABILITY ARTICLE
of this Agreement, where the loss includes any Extra Contractual Obligations for
100% of such Extra Contractual Obligations.  "Extra Contractual Obligations" are
defined as those  liabilities  not  covered  under any other  provision  of this
Agreement  and  which  arise  from  handling  of any claim on  business  covered
hereunder,  such  liabilities  arising  because  of,  but not  limited  to,  the
following:  failure by the  Company to settle  within  the Policy  limit,  or by
reason of alleged or actual negligence, fraud or bad faith in rejecting an offer
of settlement or in the preparation of the defense or in the trial of any action
against its insured or in the preparation or prosecution of an appeal consequent
upon such action.

The date on which any Extra  Contractual  Obligation  is incurred by the Company
shall be deemed, in all circumstances, to be the date of the original loss.

However,  this Article  shall not apply where the loss has been  incurred due to
the fraud of a member of the Board of  Directors  or a corporate  officer of the
Company acting  individually or collectively or in collusion with any individual
or corporation or any other  organization or party involved in the presentation,
defense or settlement of any claim covered hereunder.


                                   ARTICLE 20

DELAY, OMISSION OR ERROR

Any  inadvertent  delay,  omission or error shall not be held to relieve  either
party  hereto from any  liability  which would  attach to it  hereunder  if such
delay,  omission or error had not been made,  providing such delay,  omission or
error is rectified upon discovery.


                                                                         Page 9


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                                   ARTICLE 21

INSPECTION

The Company  shall  place at the  disposal of the  Reinsurer  at all  reasonable
times, and the Reinsurer shall have the right to inspect, through its authorized
representatives, all books, records and papers of the Company in connection with
any reinsurance hereunder or claims in connection herewith.


                                   ARTICLE 22

ARBITRATION

Any  irreconcilable  dispute  between  the  parties  to this  Agreement  will be
arbitrated in Indianapolis,  Indiana in accordance with the attached Arbitration
Clause No. 22-01.1.


                                   ARTICLE 23

SERVICE OF SUIT

The attached Service of Suit Clause No. 20-01.5 - U.S.A. will apply to this
Agreement.


                                   ARTICLE 24

INSOLVENCY

In the event of the insolvency of the Company, the attached Insolvency Clause
No. 21-01 - 1/1/86 will apply.

In the event of the  insolvency  of any  company or  companies  included  in the
designation of "Company,"  this clause will apply only to the insolvent  company
or companies.


                                                                        Page 10


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                                   ARTICLE 25

PARTICIPATION:      AUTOMOBILE QUOTA SHARE REINSURANCE AGREEMENT
                    EFFECTIVE October 1, 1998

This Agreement obligates the Reinsurer for 100% of the interests and liabilities
set forth under this Agreement.

The  participation  of the Reinsurer in the interests  and  liabilities  of this
Agreement  shall  be  separate  and  apart  from  the  participations  of  other
reinsurers  and  shall  not be joint  with  those of other  reinsurers,  and the
Reinsurer  shall in no event  participate  in the interests and  liabilities  of
other reinsurers.

IN WITNESS WHEREOF,  the parties hereto,  by their  authorized  representatives,
have executed this Agreement as of the following dates:



                            PARTICIPATING REINSURERS



    Granite Re Insurance Company                             100.0%

Upon completion of Reinsurers'  signing,  fully executed signature pages will be
forwarded to you for the completion of your file.


                                                                        Page 11


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and in Indianapolis, Indiana, this     day of                  , 1999.


                                       PAFCO GENERAL INSURANCE COMPANY


                                       By______________________________________
                                                        (signature)

                                         --------------------------------------
                                                        (name)

                                         --------------------------------------
                                                        (title)


















                  AUTOMOBILE QUOTA SHARE REINSURANCE AGREEMENT

                                    issued to

                         PAFCO GENERAL INSURANCE COMPANY


                                                                        Page 12


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and in Indianapolis, Indiana, this     day of                    , 1999.


                                       GRANITE RE INSURANCE COMPANY


                                       By______________________________________
                                                        (signature)

                                         --------------------------------------
                                                        (name)

                                         --------------------------------------
                                                        (title)


















                  AUTOMOBILE QUOTA SHARE REINSURANCE AGREEMENT

                                    issued to

                         PAFCO GENERAL INSURANCE COMPANY



                                                                        Page 13



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