Exhibit 2.8

                                                        Execution Copy Original

                            STOCK PURCHASE AGREEMENT

         This Stock Purchase Agreement  ("Agreement") is entered into this _____
day of July,  1997 by and among Symons  International  Group,  Inc.,  an Indiana
corporation  ("SIG"),  and GS Capital  Partners  II,  L.P.,  a Delaware  limited
partnership  ("GSCP"),  GS Capital  Partners  Offshore,  L.P.,  a Cayman  Island
limited  partnership   ("Offshore"),   Goldman,  Sachs  &  Co.  VerWaltung  GmbH
("VerWaltung"),  Stone Street Funds 1996, L.P., a Delaware  limited  partnership
("Stone  Street",  and Bridge  Street  Funds  1996,  L.P.,  a  Delaware  limited
partnership  ("Bridge Street")  (Offshore,  VerWaltung,  Stone Street and Bridge
Street are collectively referred to as the "Affiliates").

                                   WITNESSETH:

         There are  currently  issued and  outstanding  1,106,625  common shares
("Shares") of GGS Management Holdings,  Inc., a Delaware  corporation  ("GGSM");
and

         WHEREAS, SIG owns 575,445 Shares; and

         WHEREAS,  GSCP and the Affiliates own in the aggregate  531,180 Shares,
which are owned as follows:

<TABLE>
<CAPTION>

Company                                                                Shares

<S>                                                                   <C>      
GS Capital Partners II, L.P.                                          333,277.8

GS Capital Partners Offshore, L.P.                                    132,491.7

Goldman Sachs & Co VerWaltung GmbH                                     12,292.6

Stone Street Funds 1996, L.P.                                          31,652.4

Bridge Street Funds 1996, L.P.                                         21,465.5

</TABLE>

and;

         WHEREAS, SIG desires to purchase, and GSCP and the Affiliates desire to
sell, the 531,180  Shares of GGSM  currently  owned in the aggregate by GSCP and
Affiliates; and

         WHEREAS,  the parties  hereto have agreed that the  aggregate  purchase
price for such Shares shall be Sixty-One Million Dollars  ($61,000,000.00)  (the
"Purchase Price"); and

         WHEREAS,  GSCP  understands  and agrees that SIG intends to finance the
Purchase Price from the proceeds  received by SIG from an issuance of notes (the
"Note Financing"); and

                                       -1-

<PAGE>



         WHEREAS,  the  parties  hereby  agree that upon the  completion  of the
purchase of such Shares,  the parties hereto shall  relinquish all rights to any
and all prior agreements and understandings executed by the parties prior to the
date hereof.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter  set forth,  and  subject to the terms and  conditions  hereof,  the
parties hereto agree as follows:

                                    Section 1
                               Purchase of Shares

         1.1 GSCP and the Affiliates hereby agree to sell, and SIG hereby agrees
to purchase,  in the aggregate,  Five Hundred Thirty-One  Thousand,  One Hundred
Eighty (531,180)  Shares of GGSM ("The Stock") for the aggregate  purchase price
of Sixty-One Million Dollars ($61,000,000.00).

         1.2  Subject  to  Section  6  hereof,   the  closing  of  the  purchase
contemplated herein (the "Closing") shall occur  simultaneously with the closing
of the Note Financing;  provided,  however,  that, should the Note Financing not
occur,  SIG may,  at its  option,  schedule  the  Closing  at any time  prior to
September 30, 1997 upon ten (10) days' advance written notice.

                                    Section 2
                                     Closing

         2.1 At the Closing,  SIG shall pay the Purchase Price to the account or
accounts  which shall be  designated by GSCP at least ten (10) days prior to the
Closing.  GSCP and the Affiliates  shall deliver The Stock at the Closing,  duly
endorsed by GSCP or an Affiliate, as appropriate, transferring The Stock to SIG,
free  and  clear  of  all  liens,  encumbrances,   pledges,  voting  agreements,
contractual  rights or other claims of any nature whatsoever with respect to The
Stock.

                                    Section 3
                     Representations and Warranties of GSCP

         GSCP and the Affiliates,  jointly and severally,  represent and warrant
to SIG as follows:

         3.1 GSCP and the Affiliates are duly organized, validly existing and in
good standing under the applicable laws of their jurisdiction of formation. GSCP
and the  Affiliates  have the  requisite  partnership  or  corporate  power  and
authority,  as  appropriate,  to  execute  and  deliver  this  Agreement  and to
consummate the transactions  contemplated hereby. The execution and delivery of,
and the performance by each of GSCP and the Affiliates of its obligations  under
this  Agreement  have  been  duly  and  validly   authorized  by  all  necessary
partnership or corporate action, as appropriate, on the part of each of GSCP and
the Affiliates.  No other corporate,  shareholder or partnership approval on the
part  of any of  GSCP  or the  Affiliates  is  necessary  for any of GSCP or the
Affiliates  to enter  into this  Agreement  or to  consummate  the  transactions
contemplated  hereby.  This  Agreement  has been duly and validly  executed  and
delivered by each of GSCP and the

                                       -2-

<PAGE>



Affiliates  and  constitutes  its valid  and  binding  obligations,  enforceable
against  them in  accordance  with  its  terms,  subject  to the  effect  of any
applicable  bankruptcy,  reorganization,  insolvency,  moratorium or similar law
affecting  creditors'  rights  generally  and  subject  to the effect of general
principles of equity.

         3.2 At the Closing, GSCP and the Affiliates will deliver The Stock free
and clear of all liens, claims, demands and encumbrances whatsoever with respect
to the stock.

         3.3 The  execution  and  delivery  of this  Agreement  by GSCP  and the
Affiliates will not, and the  consummation of the  transactions  contemplated by
this Agreement and the compliance  with the terms,  conditions and provisions of
this Agreement by GSCP and the Affiliates will not, (i) violate or conflict with
any provision of the articles of incorporation,  bylaws,  partnership agreements
or other organizing  documents of GSCP or the Affiliates;  or (ii) 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 any of GSCP and/or the Affiliates is a party or by which any of them or
any of their assets may be bound or  affected,  except to the extent that any of
the foregoing would not materially  impact GSCP and its  Affiliates'  ability to
perform their obligations hereunder.  Further, GSCP and the Affiliates represent
and warrant that the  execution  and delivery of this  Agreement by GSCP and the
Affiliates will not result in the creation or imposition of any lien,  charge or
encumbrance  of any nature  whatsoever  upon any of the Shares or give to others
(other than SIG) any interest or rights therein.

         3.4 GSCP and the  Affiliates  have not made any  agreement or taken any
other  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 in this
Agreement.

         3.5 There are no actions,  suits,  investigations or proceedings of any
nature  pending or, to the  knowledge  of GSCP and the  Affiliates,  threatened,
against GSCP or the  Affiliates  (x) affecting  The Stock,  or (y) that would be
reasonably  likely to impair GSCP and the Affiliates'  ability to consummate the
obligations  hereunder,  at  law  or  in  equity,  by or  before  any  court  or
governmental department, agency or instrumentality.

         3.6 GSCP and the  Affiliates  will  deliver to SIG at the Closing  good
title to The Stock.  GSCP and the  Affiliates  will transfer The Stock to SIG at
the  Closing  free and clear of all  claims,  liens,  demands  and  encumbrances
whatsoever with respect to the Stock.

         3.7 GSCP and the Affiliates  hereby agree that they will not,  disclose
or reveal to any individual (other than to officers, directors, and employees of
GSCP and its  affiliates),  corporation,  partnership,  association,  entity  or
business, any proprietary or confidential technology, trade secret, confidential
information, data, processes, strategies, techniques,  philosophies or software,
other  proprietary  intellectual  property or other  proprietary or confidential
information (collectively, "Confidential Information") used by SIG in any of its
businesses and GSCP and the Affiliates hereby agree that the Confidential
Information is the exclusive property of SIG and/or its subsidiaries.

                                       -3-

<PAGE>



         
         3.8 GSCP and the Affiliates have not, and hereby agree that, for three
years from the date hereof, they will not, directly (for  themselves or others),
employ, offer employment to, or solicit the services of any current or future
employee of SIG or any subsidiary of SIG while such individual is in the employ
of SIG or any subsidiary of SIG.

                                    Section 4
                      Representations and Warranties of SIG

         SIG  hereby  represents  and  warrants  to GSCP and the  Affiliates  as
follows:

         4.1 SIG is a corporation  duly organized,  validly existing and in good
standing  under  the laws of the  State of  Indiana,  and SIG has the  requisite
corporate  power and  authority  to execute and deliver  this  Agreement  and to
consummate the transactions  contemplated hereby. The execution and delivery of,
and the  performance by SIG of its obligations  under,  this Agreement have been
duly and validly  authorized  by all necessary  corporate  action on the part of
SIG.  No  other  corporate  or  shareholder  proceedings  on the part of SIG are
necessary to approve this Agreement or consummate the transactions  contemplated
hereby.  This Agreement has been duly and validly  executed and delivered by SIG
and constitutes SIG's valid and binding  obligation,  enforceable against SIG in
accordance with its terms,  subject to the effect of any applicable  bankruptcy,
reorganization,  insolvency,  moratorium  or similar  law  affecting  creditors'
rights generally and subject to the effect of general principles of equity.

         4.2 The  execution  and  delivery of this  Agreement  does not, and the
consummation  of  the  transactions  contemplated  by  this  Agreement  and  the
compliance  with the terms,  conditions  and provisions of this Agreement by SIG
will not, (i) violate or conflict with any provision of SIG's charter,  articles
of incorporation,  bylaws or other governing documents; or (ii) conflict with or
result in a 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 SIG or
any of its  affiliates  is a party or by which any of them or their  assets  are
bound,  except to the  extent  that any of the  foregoing  would not  materially
impact SIG's ability to perform its obligations hereunder.

         4.3 The purchase by SIG of The Stock  pursuant to this  Agreement  does
not require any  consent,  approval or  authorization  of, any  governmental  or
regulatory authority.

         4.4 SIG has not made any  agreement  or taken  any other  action  which
might cause  anyone to become  entitled  to a broker's  fee or  commission  as a
result of the transactions contemplated hereby.

         4.5 There are no actions,  suits,  proceedings or investigations of any
nature pending,  or to the knowledge of SIG,  threatened,  against SIG or any of
its  affiliates  and no other events have occurred or are  reasonably  likely to
occur, in each case which would be reasonably likely to

                                       -4-

<PAGE>



materially  impair SIG's ability to consummate  the Note Offering or perform its
obligations hereunder.

         4.6 Neither SIG, nor any of its  affiliates,  has attempted to contact,
contacted,  held discussions with, conducted  negotiations with, or entered into
any  agreement  or  undertaking  (whether  oral  or  written)  with,  any  party
concerning the sale, transfer or other disposal,  or potential sale, transfer or
other disposal, of any of the shares of capital stock (whether by way of merger,
consolidation or otherwise) of GGSM, GGS Management,  Inc.,  Superior  Insurance
Company or Pafco General Insurance Company.  Notwithstanding any other provision
of this  Agreement,  SIG shall  only be  responsible  for the  accuracy  of this
representation up through and including the Closing.

                                    Section 5
                           Cancellation of Agreements

         5.1  The  parties  hereto  agree  that,  if  the  Closing  occurs,  all
Shareholder Agreements (as hereinafter defined) entered into between the parties
hereto prior to the date hereof  shall become null,  void and of no effect as of
the date of Closing.  Such agreements  include,  but are not limited to, a Stock
Purchase  Agreement  dated  as of  January  31,  1996 and the  three  amendments
thereto, the Amended and Restated Stockholder  Agreement dated as of November 8,
1996 including any and all amendments thereto, the Registration Rights Agreement
dated as of April 30, 1996 and any and all letter agreements between the parties
executed prior to the date hereof ("Shareholder Agreements").

                                    Section 6
                              Conditions To Closing

         6.1 The  obligations  of SIG to  proceed  with the  Closing  under 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 SIG at
SIG's option):

      a.       The  representations  and  warranties of GSCP and the
               Affiliates  contained in this Agreement shall be true
               and correct in all material respects on and as of the
               date of Closing  with the same force and effect as if
               those  representations  and  warranties had been made
               on, or as of, such date and SIG shall have received a
               certificate  to such effect  signed by an  authorized
               officer,  partner or other  authorized  signatory  of
               GSCP and the Affiliates.

      b.       GSCP and the  Affiliates  shall have performed in all
               material respects all of their covenants and complied
               with all of the provisions required by this Agreement
               to be performed or complied with by them on or before
               the   Closing,   and  SIG  shall   have   received  a
               certificate  to such effect  signed by an  authorized
               officer,  partner or other  authorized  signatory  of
               GSCP and/or the Affiliates.


                                       -5-

<PAGE>


      c.       No order of any court or administrative  agency shall
               be in effect with  enjoins or  prohibits the
               transactions contemplated hereby.

      d.       GSCP and the  Affiliates  shall have delivered to SIG
               copies,  certified by the duly  qualified  and acting
               Secretary,  Assistant  Secretary,  partner  or  other
               authorized  signatory of GSCP and/or the  Affiliates,
               of resolutions  adopted by the appropriate  governing
               body  of  GSCP  and  the  Affiliates  approving  this
               Agreement and the  consummation  of the  transactions
               contemplated hereby.

      e.       SIG shall have completed the Note Financing.

      f.       GSCP and the  Affiliates  shall  execute such further
               instruments  of  conveyance  and  transfer as SIG may
               reasonably  request to convey and  transfer The Stock
               to SIG.

      g.       GSCP and the Affiliates  shall execute at Closing the
               mutual general release in the form attached hereto as
               Exhibit A and made a part hereof by reference.

         6.2 The  obligations  of GSCP and the  Affiliates  to proceed  with the
Closing  under 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 GSCP at its option):

      a.       The  representations  and warranties of SIG contained
               in this  Agreement  shall be true and  correct in all
               material  respects  (except  that the  representation
               contained  in  Section  4.6  shall  be  true  in  all
               respects)  on and as of the date of Closing  with the
               same force and  effect as those such  representations
               and  warranties  had been  made on,  as of,  and with
               reference to, such date,  and GSCP and the Affiliates
               shall have  received  a  certificate  to such  effect
               signed by an authorized officer of SIG.

      b.       SIG 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  by them on or before the  Closing,  and
               GSCP  and  the  Affiliates   shall  have  received  a
               certificate  to such effect  signed by an  authorized
               officer of SIG.

      c.       SIG shall  execute  at  Closing  the  mutual  general
               release in the form attached  hereto as Exhibit A and
               made a part hereof by reference (the "Release").



                                       -6-

<PAGE>

                                    Section 7
                                 Indemnification

7.1 a. The parties hereto hereby each agree to indemnify, defend and hold
       harmless the other from and against any loss, liability, claim, action,
       obligation, damage, deficiency, judgment, costs and expenses (including
       reasonable attorneys' fees and expenses incurred in the investigating,
       preparing or defending any litigation or proceeding commenced or
       threatened)("Damage") arising out of or resulting from any
       misrepresentation, breach of warranty or non-fulfillment of any covenant
       on the part of such party as shall be contained in this Agreement

    b. Following the Closing, SIG shall indemnify and hold harmless GSCP and the
      Affiliates and each of the officers, directors, employees, representatives
       and agents of GSCP and the Affiliates, including the present directors
       (each as "Indemnified Director") of GGSM and its subsidiaries designated
       by GSCP and/or the Affiliates (each of the foregoing, including the
       Indemnified Directors, an "Indemnified Party"), against all Damages
       suffered by an Indemnified Party arising out of, relating to, or
       resulting from, any claim, action, suit, proceeding or investigation
       arising out of, relating to, or resulting from, the fact that such
       Indemnified Party or any of its affiliates, or any entity of or for which
       he or she is a director, officer, employee, representative agent,
       was a shareholder or director of GGSM and/or any of its subsidiaries.
       Without limiting SIG's and its subsidiaries' obligations pursuant to the
       prior sentence, SIG agrees that it will cause GGSM to maintain in effect
       for a period of three years following the Closing all rights to
       indemnification and all limitations of liability existing as of the date
       hereof in favor of the Indemnified Directors in GGSM's and its direct or
       indirect subsidiaries' Certificates of Incorporation and Bylaws.  SIG
       shall use its best efforts to cause the Indemnified Directors to be
       covered for a period of three years after the Closing by the directors'
       and officers' insurance policy currently maintained by GGSM (provided
       that SIG may permit GGSM to substitute therefor policies of at lease the
       same coverage and amount containing terms and conditions which are not
       less advantageous to the Indemnified Directors than the terms and
       conditions of such existing policy) with respect to acts or omissions
       which are or were committed by the Indemnified Directors in their
       capacity as directors of GGSM.

         7.2  Notwithstanding  anything contained herein, no action or claim for
Damage resulting from any breach of the representations and warranties contained
herein shall be brought or made after December 31, 1998.

         7.3 Any  indemnification  payment made pursuant to this Agreement shall
be increased  by any federal,  state,  local or foreign tax  liability  actually
incurred, or expected with reasonable certainty to be incurred.


                                       -7-

<PAGE>



         7.4 In addition to the rights otherwise granted by this Section 7, GSCP
and the Affiliates,  on the one hand, and SIG, on the other hand, agree that the
Damage  caused  by the  breach  by it of any of the  provisions  hereof  will be
difficult  to determine  and  monetary  damages may not afford the other party a
full and adequate  remedy for such breach,  and  therefore,  each of the parties
agrees that the other party shall be  entitled to an  immediate  injunction  and
restraining order (without the necessity of a bond) to prevent any breach or any
threatened  or continued  breach by such party without the other party having to
prove Damages, in addition to any other remedies to which the other party may be
entitled at law or in equity.

                                    Section 8
                                   Termination

         8.1 This  Agreement may be terminated or extended at any time by mutual
written consent of the parties hereto prior to September 30, 1997.

         8.2 Unless  earlier  terminated  in  accordance  with Section 8.1, this
Agreement  will  terminate  on  September  30,  1997 if the  Closing has not yet
occurred.

         8.3 In the event of  termination  of this Agreement as provided in this
Section  8, this  Agreement  shall  forthwith  terminate  and there  shall be no
liability on the part of any party or any party's officers or directors,  expect
for  liabilities  arising  from  a  breach  of  this  Agreement  prior  to  such
termination.

                                    Section 9
                          Post-Closing Price Adjustment

         9.1 In the event that,  within one (1) year following the Closing,  SIG
or any  of its  affiliates  shall,  in any  transaction  or  series  of  related
transactions,  directly or indirectly,  sell,  transfer or otherwise  dispose of
(each a "Sale") GGSM, GGS Management,  Inc.  ("GGS") or Pafco General  Insurance
Company ("Pafco") and Superior  Insurance Company  ("Superior"),  or shall enter
into any agreement for the Sale of GGSM, GGS or Pafco and Superior  (whether any
such Sale or contemplated Sale is by means of a merger,  consolidation,  or sale
of all or  substantially  all of the assets or shares of capital  stock of GGSM,
GGS or Pafco and Superior,  or otherwise),  that,  upon the  consummation of any
such Sale,  SIG shall pay to GSCP an amount of cash equal to (such  amount,  the
"Price  Adjustment  Amount") (a) 48% of the total value of the highest amount of
consideration  received  or to be received  by SIG or any of its  affiliates  in
connection  with such Sale,  less  (b)(i)  $61,000,000  plus  (ii),  if the Note
Financing  is  consummated,   the  Daily  Interest  Amount  (as  defined  below)
multiplied  by the number of days that elapse from the Closing  through the date
upon which SIG or any of its  affiliates  enters into any agreement for any Sale
subject  to  this  Section  9.1.  "Daily   Interest   Amount"  shall  equal  (x)
$61,000,000, multiplied by (y) (a) the annual interest payable by SIG in respect
of the notes issued  pursuant to the Note  Financing (or in respect of any notes
issued in exchange for such notes) divided by, (b) 365.

         9.2 Notwithstanding the provisions of Section 9.1 hereof, if the Price
Adjustment Amount 
                                       -8-

<PAGE>



is negative,  SIG shall not be required to make any payment to GSCP  pursuant to
this Section 9.

         9.3 Notwithstanding any other provision of this Agreement,  in no event
shall SIG be  required to pay to GSCP  pursuant  to this  Section 9 an amount in
excess of $5,000,000.

                                   Section 10
                                  Miscellaneous

         10.1  Each  of  the  parties  hereto  agrees  to use  all  commercially
reasonable  efforts 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 (by any entity  that they  control)  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 become
untrue. In addition, SIG shall use commercially  reasonable efforts to cause the
Note Financing to be consummated prior to September 30, 1997.

         10.2 Whether or not the Closing occurs, subject to Section 7, 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.  It is  specifically  agreed  that,
subject to Section 7, SIG shall not be responsible for the legal,  accounting or
other  professional  fees  incurred  by GSCP  relating  to this  Agreement,  its
execution or the Closing.

         10.3 At Closing,  GSCP will deliver  written  resignations of Sanjay H.
Patel and Michael A. Pruzan (or any designated successor thereto) from the Board
of Directors of GGSM, GGS Management, Inc., Superior Insurance Company, Superior
American Insurance Company,  Superior Guaranty Insurance Company, Standard Plan,
Inc. and Pafco General Insurance Company.

         10.4 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,  which  consents
shall not be  unreasonably  withheld or delayed.  Except in connection  with any
press release or other public  announcement made pursuant to the prior sentence,
SIG shall not,  and shall not permit any of its  affiliates  to, issue any press
release or make any other public  statement  which makes any  reference to GSCP,
its affiliates, or "Goldman Sachs," without the prior consent of GSCP

         10.5 Subject to Section 7.2 hereof,  the  representations,  warranties,
covenants  and  agreements  of the  purchasers  and  sellers  contained  in this
Agreement  shall survive the Closing and shall not merge in the  performance  of
any obligation by any party hereto.

         10.6 This  Agreement  may not be amended or modified  without the prior
written consent of all parties.

         10.7 Failure to insist upon strict compliance with any of the terms or
conditions to this

                                       -9-

<PAGE>



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.

                                      -10-

         10.8 This  Agreement  shall be governed by and  construed in accordance
with the laws of the State of New York without  giving effect to the  principles
of conflicts of laws. Each of the parties hereto  irrevocably and  unconditional
consents  to submit to the  exclusive  jurisdiction  of the courts of the United
States of America  located in the County of New York (and if such  courts do not
have  appropriate  jurisdiction,  the court of the State of New  York),  for any
action,  proceeding  or  investigation  in any court or before any  governmental
authority  ("Litigation")  arising out of or relating to this  Agreement  or the
Release and the transactions  contemplated hereby and thereby (and agrees not to
commence any Litigation  relating  thereto  except in such courts),  and further
agrees  that  service  of any  process,  summons,  notice  or  document  by U.S.
registered  mail to its respective  address 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  unconditional  waives
any  objection  to the  laying of venue of any  Litigation  arising  out of this
Agreement or the  transactions  contemplated  hereby in the courts of the United
States of America  located in the County of New York (and if such  courts do not
have appropriate jurisdiction,  the courts of the State of New York), and hereby
further irrevocably and unconditional waives and agrees 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.

         10.9 Any notice or other  communication  to be given hereunder shall be
in writing and shall be deemed sufficient when:

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

    b.       mailed by overnight express mail;

    c.       sent by  facsimile or telecopy  machine,  followed by
             confirmation  mailed by First Class Mail or overnight
             express mail; or

    d.       delivered in person,  at the address set forth below,
             or such other  address as a party may  provide to the
             other in accordance  with the procedure for notice as
             set forth in this Section.

    If to:   Symons International Group, Inc.:

             David L. Bates, Esq.
             Vice President, General Counsel and Secretary
             4720 Kingsway Drive
             Indianapolis, Indiana  46205
             Telephone317 259-6384
             Facsimile317 259-6395

                                      -11-

<PAGE>



                           If to:   GSCP

                           Michael A. Pruzan
                           Goldman Sachs & Co.
                           85 Broad Street
                           New York, New York  10004
                           Telephone212 902-9123
                           Facsimile212 357-0926

                           Copy to:

                           Gail Weinstein, Esq.
                           Fried, Frank, Harris, Shriver & Jacobson
                           One New York Plaza
                           New York, New York  10004
                           Telephone212 859-8000
                           Facsimile212 859-8585

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

         10.11 This  Agreement  may not be  assigned or  delegated  by any party
without the prior written consent of all other parties.

         10.12 This Agreement  shall be binding upon and inure to the benefit of
the parties hereto and their respective permitted successors and assigns.

         10.13 Each party agrees to execute and deliver all such  documents  and
agreements  and to take  all  further  acts as may be  reasonably  necessary  or
appropriate to effectuate this Agreement.

         10.14  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.

         10.15 The  masculine  gender  shall  include  the  feminine  and neuter
genders and the singular shall include the plural.

         10.16 This Agreement  constitutes  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.

                                      -12-

<PAGE>


         10.17 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. On the
contrary,  this  Agreement  has been  reviewed,  negotiated  and accepted by all
parties and their  lawyers 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.

         10.18 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 counterpart.

         10.19 This  Agreement is for the sole benefit of the parties hereto and
shall be  construed  to grant  legal or  equitable  rights  only to the  parties
hereto.

         10.20 The preambles  contained herein above are incorporated  herein by
reference as though repeated verbatim.

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

                                   SYMONS INTERNATIONAL GROUP, INC.



                                   By:___________________________________
                                         Name:
                                         Title:


                                   GS CAPITAL PARTNERS II, L.P.
                                   By:      GS Advisors, L.P.
                                            Its general partner
                                   By:      GS Advisors, Inc.
                                            Its general partner


                                   By:____________________________________
                                         Name:
                                         Title:

                                      -13-

<PAGE>



Stock Purchase Agreement cont. . . . . .

                                   GS CAPITAL PARTNERS OFFSHORE, L.P.
                                   By:      GS Advisors II (Cayman), L.P.
                                            Its general partner
                                   By:      GS Advisors II, Inc.
                                            Its general partner


                                   By:____________________________________
                                         Name:
                                         Title:


                                   GOLDMAN SACHS & CO. VerWaltung GmbH


                                   By:____________________________________
                                         Name:
                                         Title:

                          and

                                   By:____________________________________
                                         Name:
                                         Title:


                                   STONE STREET FUNDS 1996, L.P.
                                   By:      Stone Street Empire, Corp.,
                                            Its general partner


                                   By:____________________________________
                                         Name:
                                         Title:

                                   BRIDGE STREET FUNDS 1996, L.P.
                                   By:      Stone Street Empire, Corp.,
                                            Its general partner


                                   By:____________________________________
                                         Name:
                                         Title:

                                      -14-

<PAGE>

                             Execution Copy Original

                             MUTUAL GENERAL RELEASE

         For good and valuable  consideration,  the receipt and  sufficiency  of
which  are  hereby  acknowledged,  Goran  Capital  Inc.  and  SIG,  jointly  and
severally, on the one hand, and GSCP and the Affiliates,  jointly and severally,
on the other hand, for themselves and their  respective  successors and assigns,
hereby  fully  release and  discharge  each other and all  entities  and persons
related  to or  affiliated  with  them,  from  all  liabilities,  contingent  or
otherwise,  which Goran Capital Inc., SIG, its direct and indirect subsidiaries,
or GSCP and the Affiliates,  or any related or affiliated entities, have against
the other party with  respect to any and all  claims,  demands,  liabilities  or
costs or other  expenses or  liabilities  incurred  pursuant to the  Shareholder
Agreements,   including  any  and  all  other   expenses  or  liabilities  of  a
non-recurring nature incurred pursuant to the Shareholder Agreements.

         None of the terms or provisions of this Mutual  General  release may be
waived,  amended,  supplemented  or  otherwise  modified  except  by  a  written
instrument  executed by the parties hereto. This Mutual General Release shall be
binding upon the undersigned and their  respective  parties hereto.  This Mutual
General  Release shall be governed by and shall be construed and  interpreted in
accordance with, the internal laws of the State of New York,  without  reference
to principles of conflict of laws.

         All  defined  terms  used  herein  shall  have the same  meaning  as is
ascribed in the Stock Purchase Agreement to which this Mutual General Release is
an Exhibit.

         IN WITNESS  WHEREOF,  the undersigned have executed this Mutual General
Release effective this _____ day of _______________, 1997.


                                       SYMONS INTERNATIONAL GROUP, INC.



                                       By:___________________________________
                                             Name:
                                             Title:


                                       GORAN CAPITAL INC.


                                       By:___________________________________
                                             Name:
                                             Title:


<PAGE>




Mutual General Release cont. . . . . .



                                       GS CAPITAL PARTNERS II, L.P.
                                       By:      GS Advisors, L.P.
                                                Its general partner
                                       By:      GS Advisors, Inc.
                                                Its general partner


                                       By:____________________________________
                                              Name:
                                              Title:





                                       GS CAPITAL PARTNERS OFFSHORE, L.P.
                                       By:      GS Advisors II (Cayman), L.P.
                                                Its general partner
                                       By:      GS Advisors II, Inc.
                                                Its general partner


                                       By:____________________________________
                                              Name:
                                              Title:






<PAGE>



Mutual General Release cont. . . . . .



                                       GOLDMAN SACHS & CO. VerWaltung GmbH


                                       By:____________________________________
                                               Name:
                                               Title:

                                       and

                                       By:____________________________________
                                               Name:
                                               Title:


                                       STONE STREET FUNDS 1996, L.P.
                                       By:      Stone Street Empire, Corp.,
                                                Its general partner


                                       By:____________________________________
                                               Name:
                                               Title:

                                       BRIDGE STREET FUNDS 1996, L.P.
                                       By:      Stone Street Empire, Corp.,
                                                Its general partner


                                       By:____________________________________
                                               Name:
                                               Title: