Exhibit 10.01
                            AG PI, CROP HAIL AND MPCI
                  MULTI-YEAR QUOTA SHARE REINSURANCE AGREEMENT


This  Agreement is made and entered into by and between IGF  INSURANCE  COMPANY,
Indianapolis,  Indiana, PAFCO GENERAL INSURANCE COMPANY, Indianapolis,  Indiana,
SUPERIOR INSURANCE  COMPANY,  Atlanta,  Georgia,  or any other insurance company
acting on behalf of IGF INSURANCE COMPANY,  Indianapolis,  Indiana  (hereinafter
together called the "Company") and the Reinsurer specifically  identified on the
signature page of this Agreement (hereinafter called the "Reinsurer").

                                    ARTICLE 1
BUSINESS REINSURED

This  Agreement is to share with the Reinsurer the interests and  liabilities of
the Company  under all Policies  covering  business  written or renewed by or on
behalf of the Company, classified by the Company as:

         1.       Ag PI, or

         2.       Crop Hail, or

         3.       Multi-Peril Crop Insurance (MPCI), as defined and reinsured by
                  the Federal Crop  Insurance  Corporation  (FCIC) and issued by
                  the Company  under their 1998 through 2000 plans of operations
                  covering the 1999 through  2001 crop  Seasons,  subject to the
                  terms and conditions herein contained.

                                    ARTICLE 2

COVER

Section 1 - As respects Ag PI:

A.       1.       The  Company  will cede,  and the  Reinsurer  will  accept as
                  reinsurance,  a 100% share of all  business  reinsured
                  hereunder for the period 5/1/98-1/1/99.

         2.       The  Company  will  cede,  and the  Reinsurer  will  accept as
                  reinsurance, a 100% share of all business reinsured hereunder,
                  subject to a maximum  cession of $25,000,000 per sinlge state,
                  $12,500,000  single peril limit per crop, and further  subject
                  to an overall maximum limit of $100,000,000 per Season for the
                  period 1/1/99-1/1/2000.

         3.       The Company will  cede,  and the  Reinsurer  will  accept as
                  reinsurance, a 100% share of all business reinsured hereunder,
                  subject to a maximum  cession of $25,000,000 per sinlge state,
                  $12,500,000  single peril limit per crop, and further  subject
                  to an overall maximum limit of $100,000,000 per Season for the
                  period 1/1/2000-1/1/2001.

B.       The   Reinsurer's   limit  of  liability  for  all  paid  Loss  amounts
         recoverable on Losses  ascribed to the  5/1/98-1/1/99  period shall not
         exceed 300% of Net Written Premium.

C.       The   Reinsurer's   limit  of  liability  for  all  paid  Loss  amounts
         recoverable on Losses ascribed to the 1/1/99-1/1/2001  period shall not
         exceed the lesser of:


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         1.       200% of Net Written Premium for the period 1/1/99-1/1/2000; or

         2.       150% of Net Written Premium for the period 1/1/99-1/1/2001.

Section 2 - As respects Crop Hail:

A.       The Company will cede, and the Reinsurer will accept as reinsurance,  a
         100% share of all business  reinsured  hereunder,  subject to a maximum
         cession of $2,000,000 per township.

B.       The Reinsurer's limit of liability for all paid Loss amounts shall not
         exceed 150% of Net Written Premium.

Section 3 - As respects MPCI:

A.       The Company will cede, and the Reinsurer will accept as reinsurance, a
         100% quota share of all business reinsured hereunder.

B.       The  Reinsurer's  annual limit of liability shall equal 95% of Retained
         Underwriting  Losses on  business  classified  by the  Company as MPCI,
         subject to a maximum limit of liability to the Reinsurer  that is equal
         to 95% of 25% of Net  Retained  Premium  Income in any one year of this
         Agreement,  and further  subject to a maximum limit of liability to the
         Reinsurer that is equal to 200% of the Advanced  Margin for MPCI,  plus
         Underwriting  Gain Sharing,  if any, received for each respective three
         year period,  except as outlined in the COMMUTATION  ARTICLE and PROFIT
         SHARING ARTICLE of this Agreement.

                                    ARTICLE 3
TERM

A.       Section 1 - As respects Ag PI:

                  This Agreement shall become  effective at 12:01 a.m.,  Central
                  Standard  Time,  5/1/98,  and shall  remain in full  force and
                  effect for 32 months,  expiring 12:01 a.m.,  Central  Standard
                  Time, 1/1/2001.

         Section 2 - As respects Crop Hail:

                  This Agreement shall become  effective at 12:01 a.m.,  Central
                  Standard  Time,  1/1/99,  and shall  remain in full  force and
                  effect for 12 months,  expiring 12:01 a.m.,  Central  Standard
                  Time, 1/1/2000.

         Section 3 - As respects MPCI:

                  This Agreement shall become  effective at the inception of the
                  FCIC 1999 standard  reinsurance  agreement and its  amendments
                  which are applicable to the 1999 FCIC reinsurance year between
                  the  Company  and the FCIC  (which  shall be  deemed to be the
                  inception  date for  purposes  of this  Agreement),  and shall
                  include the FCIC 2000 and 2001 standard reinsurance agreements
                  and amendments  which are applicable to the 2000 and 2001 FCIC
                  reinsurance  years,  and shall remain in full force and effect
                  until the close of the 2001 FCIC  reinsurance year (as defined
                  by the FCIC,  which shall be deemed to be the expiration  date
                  for purposes of this Agreement).

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                  The  term  "1999  FCIC  reinsurance  year"  as  used  in  this
                  Agreement shall refer to all MPCI Policies on crops whose FCIC
                  approved sales closing dates occur between 7/1/98 and 6/30/99.

                  The  term  "2000  FCIC  reinsurance  year"  as  used  in  this
                  Agreement shall refer to all MPCI Policies on crops whose FCIC
                  approved   sales  closing  dates  occur  between   7/1/99  and
                  6/30/2000.

                  The  term  "2001  FCIC  reinsurance  year"  as  used  in  this
                  Agreement shall refer to all MPCI Policies on crops whose FCIC
                  approved  sales  closing  dates  occur  between  7/1/2000  and
                  6/30/2001.

B.       In the event of  termination,  the Reinsurer will continue to cover all
         Policies  coming within the scope of this  Agreement,  including  those
         written  and  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 from the date of termination plus odd
         time, not to exceed 18 months in total.

C.       Should  this  Agreement  expire  or  terminate  while  a  Loss  covered
         hereunder is in progress,  the Reinsurer  shall be responsible  for the
         Loss in  progress  in the same  manner and to the same  extent it would
         have been  responsible had the Agreement  expired or terminated the day
         following the conclusion of the Loss in progress.

                                    ARTICLE 4

SEASON

Section 1 - As respects Ag PI:

A.       For the period 5/1/98 to 1/1/99, the Season commences on 5/1/98 and
         ends on 1/1/99.

B.       For the period 1/1/99 to 1/1/2000, the Season commences on 1/1/99 and
         ends on 1/1/2000.

C.       For the period 1/1/2000 to 1/1/2001, the Season commences on 1/1/2000
         and ends on 1/1/2001.

Section 2 - As respects Crop Hail:

A.       For the period 1/1/99 to 1/1/2000, the Season commences on 1/1/99 and
         ends on 1/1/2000.

Section 3 - As respects MPCI:

A.       For the period 1/1/99 to 1/1/2000, the Season commences on inception of
         the FCIC 1999 standard  reinsurance  agreement and its amendments which
         are  applicable to the 1999 FCIC  reinsurance  year between the Company
         and the FCIC, expiring at the close of the 1999 FCIC reinsurance year.

B.       For the period 1/1/2000 to 1/1/2001,  the Season commences on inception
         of the FCIC 2000  standard  reinsurance  agreement  and its  amendments
         which are  applicable  to the 2000 FCIC  reinsurance  year  between the
         Company  and  the  FCIC,  expiring  at  the  close  of  the  2000  FCIC
         reinsurance year.

C.       For the period 1/1/2001 to 1/1/2002,  the Season commences on inception
         of the FCIC 2001  standard  reinsurance  agreement  and its  amendments
         which are  applicable  to the 2001 FCIC  reinsurance  year  between the
         Company  and  the  FCIC,  expiring  at  the  close  of  the  2001  FCIC
         reinsurance year.

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                                    ARTICLE 5
TERRITORY

This Agreement  applies to Losses arising out of Policies  written in the United
States  of  America,  its  territories  and  possessions  and  Canada,  wherever
occurring.

                                    ARTICLE 6
EXCLUSIONS

This Agreement does not cover:

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

B.       Nuclear  incidents as per the attached Nuclear Incident  Exclusion
         Clauses - Physical Damage - Reinsurance - U.S.A. and Canada
         Nos. 08-33 and 08-34.2.

C.       Business excluded under the Standard Reinsurance Agreementof the FCIC,
         except Ag PI.

D.       Liability  of the  Company  arising by  contract,  operation  of law or
         otherwise from its  participation or membership,  whether  voluntary or
         involuntary,  in any insolvency  fund.  "Insolvency  fund" includes any
         guarantee fund, insolvency fund, plan, pool, association, fund or other
         arrangement,  howsoever  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.

                                    ARTICLE 7

ACCOUNTS AND REMITTANCES

Section 1 - As respects Ag PI:

A.       For the period 5/1/98 to 1/1/99:

         1.       At inception of this Agreement, the Company shall report Net
                  Written Premium.  Any balance due the Reinsurer shall be paid
                  as soon as possible after inception of this Agreement.

         2.       As soon as possible after the end of the Season, but no later
                  than 7/31/99, the Company shall provide the Reinsurer  with a
                  complete account, to include the following:
                  a.)  Net Written Premium accounted for during the term of this
                       Agreement; less,
                  b.)  The ceding commission as provided for in this Agreement;
                       less,

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                  c.)  Losses paid and outstanding Losses which may be ascribed
                       to this Agreement; plus,
                  d.)  Subrogation, salvage, or other recoveries on Losses which
                       may be ascribed to this Agreement.

       3.         Within 60 days  following  the end of the  period  the  debtor
                  party will remit to the  creditor  party any balance  due, and
                  each  month  thereafter  the  balance  shall be  adjusted  and
                  settled  between  the  parties,  until  all  Losses  have been
                  settled.

       4.         If the Losses covered hereunder exceed 200% of the Net Written
                  Premium, the Company shall pay an additional levy calculated
                  as follows:

                  a.)  50% of the difference between the Loss less 200% of the
                       Net Written Premium shall be paid to the Reinsurer on
                       7/31/2000.
                  b.)  100% of the difference between the Loss less 200% of the
                       Net Written Premium, less any amount paid in a.) above,
                       shall be paid to the Reinsurer on 7/31/2001.
                  c.)  Adjustments to the levy will continue to be made
                       annually  thereafter,  until  all  Losses  have  been
                       settled  The   calculation   shall  be  100%  of  the
                       difference  between  the  Loss  less  200% of the Net
                       Written Premium, less any amounts previously paid.

B.  For the period 1/1/99 to 1/1/2000, and for the period 1/1/2000 to 1/1/2001:

         1.       Within 30 days after each calendar quarter, the Company shall
                  report  separately Net Written Premium,  the ceding commission
                  thereon,  as provided for in this  Agreement,  Losses paid and
                  outstanding Losses which may be ascribed to this Agreement.

         2.       As respects the period  1/1/99 to 1/1/2000,  if the amount due
                  as respects this account, is due to the Reinsurer, the Company
                  shall  remit 50% of the  balance  due within 60 days after the
                  end of the calendar quarter under consideration.  Any positive
                  balance deferred shall be paid on 12/31/99.

         3.       As respects the period 1/1/2000 to 1/1/2001, if the amount due
                  as respects this account, is due to the Reinsurer, the Company
                  shall  remit the  balance  due within 60 days after the end of
                  the calendar quarter under consideration.

         4.       As respects the period 1/1/99 to 1/1/2000,  and for the period
                  1/1/2000  to  1/1/2001,  if the  amount due as  respects  this
                  account, is due to the Company,  the Reinsurer shall remit the
                  balance due within 60 days following  receipt and verification
                  of the Company's report.

         5.       As soon as possible after the end of each Season, but no later
                  than  the  following  7/31,  the  Company  shall  provide  the
                  Reinsurer with a complete account, to include the following:

                  a.)  Net Written Premium accounted for during the term of this
                       Agreement; less,
                  b.)  The ceding commission as provided for in this Agreement;
                       less,
                  c.)  Losses paid and outstanding Losses which may be ascribed
                       to this Agreement; plus,
                  d.)  Subrogation, salvage, or other recoveries on Losses which
                       may be ascribed to this Agreement.

         6.       Within 60 days  following  the end of the  period,  the debtor
                  party will remit to the  creditor  party any balance  due, and
                  each  month  thereafter  the  balance  shall be  adjusted  and
                  settled  between  the  parties,  until  all  Losses  have been
                  settled.

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         7.       If the Losses covered  hereunder exceed 150% of the cumulative
                  Net  Written  Premium  for the term  1/1/99 to  1/1/2001,  the
                  Company shall pay the difference between the cumulative Losses
                  paid and 150% of the  cumulative  Net Written  Premium for the
                  term 1/1/99 to 1/1/2001,  to be paid on 7/31/2001.  Cumulative
                  Losses  shall  equal all Losses  paid by the  Reinsurer  after
                  final settlement at 7/31/2001.

As soon as possible following the expiration of this Agreement, the Company will
provide any other  information  which the  Reinsurer  may require for its Annual
Convention Statement which may be reasonably available to the Company.

Section 2 - As respects Crop Hail:

A.       As soon as  possible  after the end of the  Season,  but no later  than
         12/15 of the annual  period,  the Company  shall  provide the Reinsurer
         with an account, to include the following:

         1.   Net Written Premium accounted for during the term of this
              Agreement; less,

         2.   The ceding commission as provided for in this Agreement; less,

         3.   Losses paid and outstanding Losses which may be ascribed to this
              Agreement; plus,

         4.   Subrogation, salvage, or other recoveries on Losses which may be
              ascribed to this Agreement.

B.       Within 60 days  following the end of the period or the report date, the
         debtor  party will remit to the creditor  party any balance  due.  Each
         month thereafter, the balance shall be adjusted and settled between the
         parties, until all Losses have been settled.

C.       As soon as possible  following the  expiration of this  Agreement,  the
         Company  will provide any other  information  which the  Reinsurer  may
         require for its Annual  Convention  Statement  which may be  reasonably
         available to the Company.

Section 3 - As respects MPCI:

A.       For the 1999 reinsurance year as defined by the FCIC:

         1.       The  Company  will pay the  Reinsurer  an  Advance  Margin  of
                  $8,050,000,  to be paid in two installments on 12/31/99 and 60
                  days thereafter.  The first  installment shall be equal to 90%
                  of the Reinsurer's expense allowance of 40%, as defined in the
                  PROFIT SHARING ARTICLE,  with the second installment being the
                  balance,  if any,  after  application  of the  PROFIT  SHARING
                  ARTICLE.

B.       For the 2000 reinsurance year as defined by the FCIC:

         1.       The  Company  will pay the  Reinsurer  an  Advance  Margin  of
                  $8,050,000,  to be paid in two  installments  on 7/1/2000  and
                  12/31/2000. The first installment shall be equal to 90% of the
                  Reinsurer's expense allowance of 40%, as defined in the PROFIT
                  SHARING  ARTICLE,   with  the  second  installment  being  the
                  balance,  if any,  after  application  of the  PROFIT  SHARING
                  ARTICLE.


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C.       For the 2001 reinsurance year as defined by the FCIC:

         1.       The Company  will pay the  Reinsurer  an  Advance  Margin  of
                  $8,050,000,  to be paid in two  installments  on 7/1/2001  and
                  12/31/2001. The first installment shall be equal to 90% of the
                  Reinsurer's expense allowance of 40%, as defined in the PROFIT
                  SHARING  ARTICLE,   with  the  second  installment  being  the
                  balance,  if any,  after  application  of the  PROFIT  SHARING
                  ARTICLE.

D.       Advanced Margin:

         1.       For the 1999  crop  Season,  the  Company  will  calculate  an
                  Advanced Margin at a rate of 7.00% multiplied by the Company's
                  Net  Retained  Premium  Income for MPCI.  Should the  Advanced
                  Margin so  calculated  exceed the  Advance  Margin  paid,  the
                  Company will pay the Reinsurer the balance in accordance  with
                  Paragraph E below.

         2.       For the 2000  crop  Season,  the  Company  will  calculate  an
                  Advance Margin at a rate of 7.00%  multiplied by the Company's
                  Net  Retained  Premium  Income for MPCI.  Should the  Advanced
                  Margin so  calculated  exceed the  Advance  Margin  paid,  the
                  Company will pay the Reinsurer the balance in accordance  with
                  Paragraph E below.  Should  however  cumulative  outgo  exceed
                  cumulative   income  the  rate  shall  be  adjusted  to  8.50%
                  multiplied by the Company's  Net Retained  Premium  Income for
                  MPCI.  Should the  Advanced  Margin so  calculated  exceed the
                  Advance  Margin paid,  the Company will pay the  Reinsurer the
                  balance in accordance with Paragraph E below.

         3.       For the 2001  crop  Season,  the  Company  will  calculate  an
                  Advanced Margin at a rate of 7.00% multiplied by the Company's
                  Net  Retained  Premium  Income for MPCI.  Should the  Advanced
                  Margin so  calculated  exceed the  Advance  Margin  paid,  the
                  Company will pay the Reinsurer the balance in accordance  with
                  Paragraph E below.  Should  however  cumulative  outgo  exceed
                  cumulative   income  the  rate  shall  be  adjusted  to  8.50%
                  multiplied by the Company's  Net Retained  Premium  Income for
                  MPCI.  Should the  Advanced  Margin so  calculated  exceed the
                  Advance  Margin paid,  the Company will pay the  Reinsurer the
                  balance in accordance with Paragraph E below.

E.       As soon as  possible  after the end of each  Season,  but no later than
         5/31,  or once  settlement  is made with the FCIC  following the end of
         each annual  period,  the Company shall  provide the  Reinsurer  with a
         complete account, to include the following:

         1.       Retained Underwriting Gain accounted for during the term of
                  this Agreement, plus the Advanced Margin; less,

         2.       The Reinsurer's expense allowance of 40%  of the  Advanced
                  Margin as provided for in this  Agreement  for the  applicable
                  Reinsurance Year as defined by the FCIC; less,

         3.       Retained Underwriting Loss ascribed during the term of this
                  Agreement.

F.       Within 60 days following the end of each annual period  commencing 1/1,
         the debtor party will remit to the creditor party any balance due.

G.       As soon as possible  following the  expiration of this  Agreement,  the
         Company  will provide any other  information  which the  Reinsurer  may
         require for its Annual  Convention  Statement  which may be  reasonably
         available to the Company.

H.       Underwriting Gain Sharing:

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         1.       The  Reinsurer   shall   receive  33%  of  any  Net  Retained
                  Underwriting  Gain  between 10 - 16% of Net  Retained  Premium
                  Income,  if any, for each respective period defined above. Any
                  Reinsurer's  underwriting profit under Section 1 (Ag PI) shall
                  be set against this specific MPCI  Underwriting  Gain Sharing.
                  Reinsurer's   underwriting   profit  shall  be  calculated  as
                  follows:

                  a.)      Cumulative Net Written Premium; less,
                  b.)      Cumulative ceding commission; less,
                  c.)      Cumulative profit commission; less,
                  d.)      Cumulative paid Losses.

                  The  payment to the  Reinsurer  shall be reduced  accordingly,
                  provided the  Reinsurer's  Margin for the three year period is
                  above 2.8% of the cumulative Net Retained Premium Income.

                  An  appropriate  adjustment  shall be prepared  following  the
                  expiration of this Agreement,  wherein MPCI  Underwriting Gain
                  Sharing  paid  for  each  respective  period,   prior  to  any
                  reduction  from  underwriting  profit from  Section 1 (Ag PI),
                  less the  cumulative  Reinsurer's  underwriting  profit  under
                  Section 1 (Ag PI), shall determine the final  adjustment,  and
                  the debtor party will remit to the creditor  party any balance
                  due.

                                    ARTICLE 8
CEDING COMMISSION

Section 1 - As respects Ag PI:

A.       For the period 5/1/98 to 1/1/99

         1.       The final ceding  commission shall be determined by the Losses
                  paid under this Agreement. The Company will calculate a ceding
                  commission  for  the  period  within  45  days  following  the
                  expiration of the period, based on premiums written and Losses
                  paid.  Adjustments  for the period  will  continue  to be made
                  annually  until  all  Losses  which  may be  ascribed  to this
                  period,  have been paid or  closed,  at which  time the ceding
                  commission will become final.

         2.       Premium written for the Agreement shall mean all Net Written
                  Premium ceded to this Agreement.

         3.       Losses  paid by the  Reinsurer  are as defined in ARTICLE  13,
                  item A., which may be ascribed to this Agreement,  and plus or
                  minus any credit or debit  carry  forward as  provided  for in
                  this Article.

         4.       Should the ratio of Losses paid to premium written be 100% or
                  higher, then the ceding commission shall be 0%.

         5.       Should  the ratio of Losses  paid to  premium  written be less
                  than 100%, then the adjusted commission shall be determined by
                  adding one percent (1%) to the ceding  commission for each one
                  percent  reduction of loss ratio,  subject to a maximum ceding
                  commission of 25%, at a loss ratio of 75% or less.

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         6.       Should the ratio of Losses paid to premium  written be greater
                  than 100% or less than 75%, the difference  between the actual
                  loss  ratio  and  100% or 75%,  as the  case  may be,  will be
                  multiplied  by the  premium  written  for  the  Agreement  and
                  carried  forward  as a debit or credit to the  ensuing  Profit
                  Sharing Agreement  calculation.  No debit  carryforward  shall
                  affect results of Profit Sharing  adjustments beyond the third
                  Agreement  year  following  the  Agreement  giving rise to the
                  debit carryforward.

         7.       No debit or credit carryforward resulting from the calculation
                  for the  period  5/1/98 to  1/1/99,  shall  affect  the Ceding
                  Commission  adjustment  for the period  1/1/99 to 1/1/2000 and
                  for the period 1/1/2000 to 1/1/2001.

B.       For the period 1/1/99 to 1/1/2000:

         1.       The  Reinsurer  will allow the Company a ceding  commission of
                  28% on the premium due hereunder.  Return  commission shall be
                  allowed on return premiums,  if any, at the same rate.  Should
                  the ratio of Losses paid to premium  written exceed 100%, then
                  the adjusted  commission  shall be  determined by reducing the
                  ceding  commission  one  percent  (1%) for  each  one  percent
                  addition of loss ratio, subject to a minimum ceding commission
                  of 26%,  at a loss ratio of 102% or  greater.  An  appropriate
                  adjustment  of any ceding  commission  previously  paid at the
                  rate of 28% will be made between the parties.

C.       For the period 1/1/2000 to 1/1/2001:

         1.       The  Reinsurer  will allow the Company a ceding  commission of
                  28% on the premium due hereunder.  Return  commission shall be
                  allowed on return premiums,  if any, at the same rate.  Should
                  the ratio of Losses  paid to  premium  written  from the prior
                  period  exceed  100%,  then the adjusted  commission  shall be
                  determined by reducing the ceding  commission one percent (1%)
                  for each one  percent  addition  of loss  ratio,  subject to a
                  minimum  ceding  commission of 26%, at a loss ratio of 102% or
                  greater.  An appropriate  adjustment of any ceding  commission
                  previously  paid at the rate of 28% will be made  between  the
                  parties.

Section 2 - As respects Crop Hail:

A.       The Reinsurer  will allow the Company a ceding  commission of 31.75% on
         the premium due hereunder. Return commission shall be allowed on return
         premiums, if any, at the same rate.

B.       Should the ratio of Losses paid to premium written be greater than 100%
         for Section 1 (Ag PI) for the period 1/1/99 to 1/1/2000, the difference
         between  the  actual  loss  ratio  and 100% will be  multiplied  by the
         premium  written  for  Section  1 (Ag  PI)  for the  period  1/1/99  to
         1/1/2000.  The  Losses in excess of 100% for  Section 1 (Ag PI) for the
         period  1/1/99 to 1/1/2000  shall be added to the Losses from Section 2
         (Crop  Hail)  for the  period  1/1/99  to  1/1/2000,  and the  adjusted
         commission  shall be determined by reducing the ceding  commission  for
         Section 2 (Crop Hail) 1% for each 1% of additional  loss ratio from the
         addition  of Ag PI  Losses to Crop Hail  Losses,  subject  to a minimum
         ceding commission of 29.75% at a loss ratio of 102% or greater.

C.       An appropriate adjustment of any ceding commission previously paid at
         the rate of 31.75% will be made between the parties.

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                                    ARTICLE 9

PROFIT SHARING

Section 1 - As respects Ag PI:

The Reinsurer  will pay the Company a contingent  of 20% on the net profits,  if
any,  accruing under this Agreement for each period comprising three consecutive
Agreement years in accordance with the following formula.

A.       Premiums written to be:
         1.  Net Written Premium ceded to the Agreement (less cancellations and
             returns), during the period.

B.       Losses incurred to be:
         1.  Losses paid by the Reinsurer as defined in ARTICLE 13, item A.,
             which may be ascribed to the period; plus,

         2.  Outstanding Loss reserves on Losses ascribed to the period.

C.       Expenses incurred to be:
         1.  Ceding commission paid by the Reinsurer on the Net Written Premium
             ceded as in A. above; plus,

         2.  Reinsurer's expense margin of 10% on Net Written Premium ceded as
             in A. above.

         3.  Deficit, if any, from prior periods.

D.       Net profit to be:
         1.  Premiums written, as in A. above; less,

         2.  Losses incurred, as in B. above; less,

         3.  Expenses incurred, as in C. above.

E.       As soon as possible  following  each  Agreement  year within each three
         Agreement year period,  the Company will compute and the Reinsurer will
         pay a  contingent  on the net  profit  for  the  portion  of the  three
         Agreement year period then expired.  Any profit commission paid to that
         date shall be adjusted between the parties as appropriate.  Adjustments
         for each three  Agreement year period will continue to be made annually
         until all Losses  ascribed to the period  have been paid or closed,  at
         which time the contingent profit computation will become final.

F.       Should the  Reinsurer's  participation  in this  Agreement  increase or
         decrease  within  a  multi-year   adjustment  period,  the  incremental
         participation  percentage  increase or  decrease  shall be treated as a
         separate new or terminated participation, respectively, for purposes of
         calculating amounts due hereunder.

Section 2 - As respects Crop Hail:

The Reinsurer will pay the Company a contingent of 20% on the net profits,  if
any, accruing under this Agreement for the period in accordance with the
following formula.

101200-185 1/1/99                                                       Page 10

<PAGE>

A.       Premiums written to be:
         1.   Net Written Premium ceded to the Agreement (less cancellations
              and returns), during the period.

B.       Losses incurred to be:
         1.   Losses paid by the Reinsurer as defined in ARTICLE 13, item A.,
              which may be ascribed to the period; plus,

         2.   Outstanding Loss reserves on Losses ascribed to the period.

C.       Expenses incurred to be:
         1.   Ceding commission paid by the Reinsurer on the Net Written Premium
              ceded as in A. above; plus,

         2.   Reinsurer's expense margin of 10% on Net Written Premium ceded as
              in A. above.

D.       Net profit to be:
         1.   Premiums written, as in A. above; less,

         2.   Losses incurred, as in B. above; less,

         3.   Expenses incurred, as in C. above.

Section 3 - As respects MPCI:

In the event cumulative  Income exceeds  cumulative Outgo at the end of any FCIC
reinsurance  year, a Profit Sharing  calculation will be prepared by the Company
in accordance with the following,  and a profit,  if any, paid to the Company by
the Reinsurer:

A.       Income

         1.   Retained Underwriting Gain; plus,

         2.   The Advanced Margin.

B.       Outgo

         1.   Retained Underwriting Loss during the applicable reinsurance
              period; plus,

         2.   The Reinsurer's expense allowance of 40% of the Advanced Margin
              for the applicable Reinsurance Year as defined by the FCIC.

The Profit to the Company  shall be 100% of the amount by which  Income  exceeds
Outgo.

                                   Article 10

EXPERIENCE ACCOUNT

In the event  incurred  Losses from Section 1 (Ag PI) exceed 200% of Net Written
Premium  for the period  5/1/98 to 1/1/99,  an  experience  calculation  will be
prepared  and the  Company  will pay the  Reinsurer  interest  at the rate of 12
Months  LIBOR Rate as  published  in the  Midwest  Edition  of "The Wall  Street
Journal" on the first day of the calendar month in which the amount becomes due,
plus  1.2%  multiplied  by the  cumulative  balance  which  exceeds  200% of the
cumulative Net Written Premium Section 1 (Ag PI for the period 5/1/98 to 1/1/99)

101200-185 1/1/99                                                       Page 11

<PAGE>

during the period.  The product  will then be  multiplied  by 1/365 for each day
after the due date that the amount due remains unpaid.  Any interest that occurs
pursuant to this Article will be calculated by the party to which it is owed.

                                   ARTICLE 11
COMMUTATION

With 60 days prior  written  notice at  1/1/2000,  or  1/1/2001,  a  Commutation
Agreement  releasing the Reinsurer from liability may be executed by the parties
to this Agreement, providing the Reinsurer has earned a positive cumulative paid
margin balance. The paid margin balance shall be calculated as follows:

A.       Section 1 - As respects Ag PI:

         Reinsurer's expense Margin of 10% of Net Written Premium for Ag PI;
         plus,

B.       Section 2 - As respects Crop Hail:

         Reinsurer's expense margin of 10% of Net Written Premium for Crop Hail;
         plus,

C.       Section 3 - As respects MPCI:

         Reinsurer's expense margin of 40%  multiplied by the Advanced Margin
         for MPCI as  outlined  in  ARTICLE 7 - ACCOUNTS AND REMITTANCES; plus,

D.       Any net profit to the Reinsurer  under  Section 1 (Ag PI), Section 2
         (Crop Hail),  and Section 3 (MPCI).  Net profit shall be
         determined for each section of coverage as follows:

         1.       Section 1 (Ag PI), in accordance with ARTICLE 9 -
                  PROFIT SHARING , after all profit sharing.

         2.       Section 2 (Crop Hail), in accordance with ARTICLE 9 -
                  PROFIT SHARING , after all profit sharing.

         3.       Section  3  (MPCI),  in  accordance  with  ARTICLE  9 - PROFIT
                  SHARING , after all profit  sharing,  plus  Underwriting  Gain
                  Sharing as outlined in ARTICLE 7 - ACCOUNTS  AND  REMITTANCES,
                  section H.

         Any resulting negative balance shall be included in the Commutation
         calculations.

                                   ARTICLE 12
BUYOUT CLAUSE

Should the Company be sold or acquired, the Company has the right to cancel this
Agreement by giving 90 days written notice at any time. If the acquiring Company
fails to meet  minimum  solvency  requirements  of its  State of  domicile,  the
Company will cancel this  Agreement.  In the event this  Agreement is cancelled,
the Company  shall pay the  Reinsurer  100% of any negative cash balance and the
Reinsurer shall retain any positive balance.

101200-185 1/1/99                                                       Page 12

<PAGE>
                                   ARTICLE 13
DEFINITIONS

A.        The terms "Loss" and "Losses" as used in this Agreement shall mean the
          sum or sums paid or payable by the Company in settlement of claims and
          in  satisfaction  of  judgments  rendered  on account  of such  claims
          covered  under  this  Agreement,  and will  include  90% of any  Extra
          Contractual   Obligations  (and  expense)  as  defined  in  the  EXTRA
          CONTRACTUAL OBLIGATIONS ARTICLE and 90% of any Excess of Policy Limits
          amount as defined in the EXCESS OF POLICY LIMITS ARTICLE,  expenses of
          litigation and interest,  monitoring  counsel expense,  claim-specific
          declaratory judgment expenses,  and all other loss adjustment expenses
          incurred by the Company in the investigation, adjustment, appraisal or
          defense of all claims under Policies  reinsured  hereunder,  including
          subrogation,  salvage,  and  recovery  expenses  (office  expenses and
          salaries of officials and employees not  classified as loss  adjusters
          are not  chargeable as loss  adjustment  expenses for purposes of this
          paragraph),  but salvages  and all  recoveries,  including  recoveries
          under all  reinsurances  which inure to the benefit of this  Agreement
          (whether  recovered or not), shall be first deducted from such loss to
          arrive at the  amount of  liability  attaching  hereunder.  The sum of
          loss, loss adjustment expense, any Extra Contractual Obligations,  and
          any  Excess of Policy  Limits is subject to the limit as stated in the
          COVER  ARTICLE.  Nothing herein shall be construed to mean that losses
          under this Agreement are not recoverable  until the Company's loss has
          been  ascertained.  Salvage  recovered or  recoveries  received by the
          Company  after a loss  settlement  hereunder  shall be  applied  as if
          recovered or received  before the said  settlement,  and all necessary
          adjustments shall be made by the parties hereto.

         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  expenses  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.

B.       The term "Net Retained  Premium Income" as used in this Agreement shall
         mean gross  premium  income on business the subject of this  Agreement,
         classified by the Company as MPCI, less cessions to the FCIC's Assigned
         Risk,  Developmental  and Commercial  Funds,  less gross premium income
         paid  for  reinsurances,  recoveries  under  which  would  inure to the
         benefit of this Agreement,  and net of  intermediary  fees from assumed
         MPCI reinsurance subject to this Agreement.

C.       The term "Retained  Underwriting  Loss" as used in this Agreement shall
         mean the Net  Retained  Premium  Income,  plus  underwriting  losses on
         business the subject of this  Agreement,  classified  by the Company as
         MPCI, after all cessions to the FCIC's Assigned Risk, Developmental and
         Commercial   Funds,   and  costs  and  recoveries  of  FCIC  Stop  Loss
         reinsurance.

D.       The term "Retained  Underwriting  Gain" as used in this Agreement shall
         mean  the Net  Retained  Premium  Income,  plus  underwriting  gains on
         business the subject of this  Agreement,  classified  by the Company as
         MPCI, after all cessions to the FCIC's Assigned Risk, Developmental and
         Commercial   Funds,   and  costs  and  recoveries  of  FCIC  Stop  Loss
         reinsurance.

E.       The term "Net  Retained  Underwriting  Gain" as used in this  Agreement
         shall  mean  the  sum  of  Retained   Underwriting  Loss  and  Retained
         Underwriting  Gain,  as defined in items C. and D. in ARTICLE 13, which
         yields a positive balance.

101200-185 1/1/99                                                       Page 13

<PAGE>

F.       The term "Net  Retained  Underwriting  Loss" as used in this  Agreement
         shall  mean  the  sum  of  Retained   Underwriting  Loss  and  Retained
         Underwriting  Gain,  as defined in items C. and D. in ARTICLE 13, which
         yields a negative balance.

G.       As respects  Section 1 (Ag PI), the term "Net Written  Premium" as used
         in this Agreement shall mean the written premium income on business the
         subject  of this  Agreement,  less  written  premium  income  paid  for
         reinsurances, recoveries under which would inure to the benefit of this
         Agreement,

         As respects  Section 2 (Crop Hail),  the term "Net Written  Premium" as
         used in this  Agreement  shall  mean  the  written  premium  income  on
         business the subject of this  Agreement,  less written  premium  income
         paid  for  reinsurances,  recoveries  under  which  would  inure to the
         benefit of this Agreement,  less a deduction for intermediary  fees for
         assumed Crop Hail reinsurance subject to this Agreement.

H.       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.

                                  ARTICLE 14

CASH CALL

In the event  incurred  Losses from Section 2 (Crop Hail)  exceed  68.75% of Net
Written  Premium  after  8/31/99,  the  Reinsurer  will remit to the Company any
balance due within 30 days of the Company's request for payment.

                                   ARTICLE 15

NET RETAINED LIABILITY

This Agreement  applies only to that portion of any  insurances or  reinsurances
covered by this Agreement which the Company retains net for its own account, and
in calculating the amount of any Loss hereunder,  only Loss or Losses in respect
of that portion of any insurances or reinsurances  which the Company retains net
for its own account shall be included,  it being  understood and agreed that the
amount of the Reinsurer's  liability  hereunder in respect of any Loss or Losses
shall not be increased by reason of the inability of the Company to collect from
any other  reinsurers,  whether specific or general,  any amounts which may have
become due from them,  whether such inability arises from the insolvency of such
other reinsurers or otherwise.

                                   ARTICLE 16
CURRENCY

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

101200-185 1/1/99                                                       Page 14

<PAGE>
                                   ARTICLE 17

ORIGINAL CONDITIONS

All insurances and reinsurances 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 18

LOSS FUNDING

With respect to Losses, funding will be in accordance with the attached Loss
Funding Clause No. 13-01.2.

                                   ARTICLE 19

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 20

NOTICE OF LOSS AND LOSS SETTLEMENTS

The Company will advise the Reinsurer promptly in the event Losses are likely to
result in claim being made upon the Reinsurer,  based upon a reasonable estimate
of the Net  Written  Premium as  respects  Section 1 (Ag PI) and Section 2 (Crop
Hail) and the  Company's  Net  Retained  Premium  Income as  respects  Section 3
(MPCI),  and  will  continue  to  keep  the  Reinsurer  informed  of  subsequent
developments in incurred Losses.

The Reinsurer agrees to abide by the Loss  settlements of the Company.  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.

Should the Loss of the Company exceed the Company's estimated retention prior to
the time that the Net Written Premium as respects  Section 1 (Ag PI) and Section
2 (Crop Hail) and Net Retained  Premium  Income as respects  Section 3 (MPCI) of
the Company is known, the Reinsurer will make provisional  settlement based on a
reasonable estimate of the Net Written Premium as respects Section 1 (Ag PI) and

101200-185 1/1/99                                                       Page 15

<PAGE>

Section 2 (Crop Hail) and Net  Retained  Premium  Income as  respects  Section 3
(MPCI).  Any provisional  settlement will be adjusted when the Company's  actual
Net Written  Premium as respects  Ag PI and Crop Hail and Net  Retained  Premium
Income as respects MPCI and are known.

In addition,  the Company shall provide  information  regarding  potential  Loss
developments  on each  7/15,  8/30,  and  10/15,  or as soon as  information  is
available.

                                   ARTICLE 21

EXCESS OF POLICY LIMITS

In the event the Loss  includes  an  amount  in excess of the  Company's  Policy
limit,  such amount, as provided for in the definition of Loss, 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 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 22

EXTRA CONTRACTUAL OBLIGATIONS

This Agreement shall protect the Company,  subject to the  Reinsurer's  limit of
liability  appearing  in the COVER  ARTICLE  of this  Agreement,  where the Loss
includes any Extra Contractual  Obligations as provided for in the definition of
Loss.  "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 23

OFFSET

The Company or the Reinsurer  shall have and may exercise,  at any time and from
time to time, the right to offset any balance or balances  whether on account of
premiums or on account of Losses or  otherwise,  due from one party to the other

101200-185 1/1/99                                                       Page 16

<PAGE>

party hereto under the terms of this Agreement. The party asserting the right of
offset shall have and may exercise such right whether  acting in the capacity of
assuming reinsurer or as ceding insurer.

                                   ARTICLE 24

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.

                                   ARTICLE 25

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 26

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 27

SERVICE OF SUIT

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

                                   ARTICLE 28
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.

101200-185 1/1/99                                                       Page 17

<PAGE>
                                   ARTICLE 29

INTERMEDIARY

Sedgwick Re, Inc. is hereby  recognized  as the  Intermediary  negotiating  this
Agreement for all business  hereunder.  All  communications,  including notices,
premiums, return premiums, commissions, taxes, Losses, Loss adjustment expenses,
salvages and Loss  settlements  relating  thereto  shall be  transmitted  to the
Reinsurer or the Company  through  Sedgwick Re, Inc.,  6600 France Avenue South,
Suite 510, Edina, MN 55435. Payments by the Company to the Intermediary shall be
deemed to constitute payment to the Reinsurer.  Payments by the Reinsurer to the
Intermediary  shall be deemed only to  constitute  payment to the Company to the
extent that such payments are actually received by the Company.


101200-185 1/1/99                                                       Page 18

<PAGE>

                                   ARTICLE 30

PARTICIPATION:    AG PI, CROP HAIL AND MPCI MULTI-YEAR QUOTA SHARE REINSURANCE
                  AGREEMENT
                  EFFECTIVE:  January 1, 1999

This  Agreement  obligates  the  Reinsurer  for  _______% 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
------------------------------------------------------------------------------


     Insurance Corporation of Hannover                          12.50%
     Munchener Ruckversicherungs                                35.00%
     R&V Verischerung                                            1.00%
     Sedgwick Re Australia
        Monde Re                                                 3.00%
        Reinsurance Australia Corporation Limited                3.00%
                                                                -----
     TOTAL Sedgwick Re Placement:                               54.50%

     Direct Placement:   Granite Re                              7.50%
                                                                -----
     GRAND TOTAL                                                62.00%










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

101200-185 1/1/99                                                       Page 19


<PAGE>


and in Indianapolis, Indiana, this 19th day of January, 1999.

                                      IGF INSURANCE COMPANY
                                      PAFCO GENERAL INSURANCE COMPANY
                                      SUPERIOR INSURANCE COMPANY


                                      By:   /s/ Alan G. Symons

                                      Alan G. Symons
                                      ---------------------------------------
                                                    (name)
                                      Director
                                      ---------------------------------------
                                                    (title)


















     AG PI, CROP HAIL AND MPCI MULTI-YEAR QUOTA SHARE REINSURANCE AGREEMENT

                                    issued to

                              IGF INSURANCE COMPANY
                         PAFCO GENERAL INSURANCE COMPANY
                           SUPERIOR INSURANCE COMPANY



101200-185 1/1/99                                                       Page 20

<PAGE>