<PAGE>

                                                                    EXHIBIT 10.3

                        UNDERWRITING MANAGEMENT AGREEMENT

      This Agreement, entered into as of the 1st day of November, 1989 by and
through National Interstate Insurance Agency, Inc., an Ohio corporation
(together with any affiliated agent and agencies, the "Agent"), and Great
American Insurance Company, an Ohio corporation; Agricultural Insurance Company,
a South Dakota corporation; American Alliance Insurance Company, an Arizona
corporation; and American National Fire Insurance Company, a New York
corporation, (the "Company").

                                    PREAMBLE

      The background of this Agreement is that the Company desires to offer a
program of public transportation insurance on a countrywide basis and that the
Agent, which has developed proprietary public transportation insurance
production, underwriting and claims systems (the "Insurance Program"), desires
to make its services available to the Company. Additionally, the Company and
National Interstate Insurance Company ("NIIC"), which is an affiliate of the
Agent, have entered into certain reinsurance agreements with respect to public
transportation insurance issued, underwritten or serviced for each by the Agent.
Nothing in this Agreement will preclude each of the Company and the Agent and
their affiliates from providing similar coverages in the ordinary course of
business; Provided, however, that the Agent shall not enter into any alternative
licensed risk-sharing program without obtaining the prior written consent of the
Company, which consent will not be unreasonably withheld.

      NOW, THEREFORE, the Company and Agent, in consideration of the mutual
promises contained herein and for other good and valuable consideration, the
receipt and sufficiency whereof is hereby acknowledged, agree as follows:

1.    AGENCY.

1.1   Appointment. The Company does hereby nominate, constitute and appoint
      Agent as its agent (i) for the soliciting, issuing, underwriting and
      servicing of the Company's public transportation insurance program and
      such other forms of property and liability insurance as shall be
      determined by mutual written agreement of the parties from time to time
      (such insurance and any policies, binders, endorsements, or certificates
      for such insurance, individually and collectively, the "Insurance"); and
      (ii) for the servicing of reinsurance treaties or agreements entered into
      by the Company and NIIC covering Insurance policies issued, underwritten,
      or serviced by Agent pursuant to this Agreement (individually and
      collectively, the "Reinsurance Treaties").

1.2   Authority. Agent's authority is subject to (i) the limits specified or
      referenced in Section 4 hereof, (ii) the terms and conditions (including
      exclusions) of any Insurance issued, underwritten, or serviced pursuant to
      this Agreement, (iii) the terms and conditions (including exclusions) of
      any Reinsurance Treaties, (iv) applicable laws, rules, and regulations,
      (v) the instructions, guidelines, and business policies of the Company,
      and (vi) the terms and conditions of this Agreement; Provided, however,
      that the Agent

                                       1
<PAGE>

      shall not bind any Insurance on behalf of the Company if the Company
      notifies Agent that reinsurance acceptable to the Company does not cover
      such Insurance.

1.3   Performance. Agent hereby accepts the foregoing appointment and agrees
      faithfully to perform the duties thereof in a professional manner as a
      fiduciary of the Company and to obey promptly such reasonable instructions
      as it may receive from time to time from the Company in accordance with
      this Agreement. The Agent will use its best efforts in the administration
      of the Insurance Program, but disclaims any warranty or other
      representation that its action on behalf of the Company under this
      Agreement will produce or secure for the Company any particular
      underwriting result.

1.4   Relationship of the Parties. The parties are independent contractors, each
      having full and exclusive control over the time, personnel, conduct of
      operations, business relationships with other entities, selection of
      persons with which to do business, and the ownership of proprietary
      systems, procedures and programs.

      The Agent reserves the right, in its sole discretion, to provide public
      transportation and other insurance services to or on behalf of NIIC,
      notwithstanding any actual or apparent conflict with its obligations to
      the Company under this Agreement.

      The Company reserves the right to market any and all of its products and
      services directly or indirectly through other advisors, managers, agents,
      brokers or producers at the Company's discretion.

2.    TERRITORY.

      Agent's authority to issue or underwrite Insurance extends to insureds or
prospective insureds located in any State of the United States, subject to
applicable licensing requirements. Agent hereby agrees to obtain such licenses
and that the Company at its discretion may revoke Agent's authority as regards
any particular state.

3.    REPRESENTATIONS AND WARRANTIES.

      On the date hereof, during the term of this Agreement, and indefinitely
thereafter, Agent hereby warrants and represents to Company as follows:

3.1   Laws and Licenses. Agent has and will comply with all applicable laws,
      rules and regulations and, whenever necessary, will obtain and maintain at
      its own expense all licenses required for it to perform this Agreement.

3.2   No Breach. This Agreement is a valid and binding obligation of Agent. The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated herein, will not breach or conflict with Agent's
      Articles of Incorporation or Regulations or with any agreement, covenant,
      or understanding (oral or written) to which Agent is bound, and will not
      adversely affect the application for issuance or the validity of any
      license of the Agent.

                                       2
<PAGE>

3.3   Status. Agent is a duly organized and validly existing corporation in the
      State of Ohio.

3.4   No Consents. No consent, approval, registration or filing not made on or
      before the date hereof is required to be made by Agent in connection with
      this Agreement.

3.5   Authorization. The execution, delivery, and performance of this Agreement
      by Agent has been duly and properly authorized.

4.    LIMITS OF LIABILITY.

      Agent is hereby authorized to issue and underwrite, on behalf of the
Company, policies of Insurance in amounts not exceeding the limits indicated in
Schedule A hereto. Any such policy or policies of Insurance shall be covered by
Reinsurance Treaties approved in advance by the Company.

5.    DUTIES OF AGENT.

      Subject to the Company's supervision and instructions, Agent agrees to
perform the following duties and services in addition to those otherwise
enumerated in this Agreement:

      (a)   Underwrite, issue and service Insurance on behalf of the Company in
            compliance with rates and rules filed and adopted by the Company;

      (b)   Collect premiums on all Insurance issued or underwritten by Agent;

      (c)   Cancel Insurance issued or underwritten by Agent;

      (d)   Issue Insurance policies, binders, endorsements, and certificates
            only on forms approved by the Company and filed with and approved by
            regulatory authorities wherever such filing and approval is
            required, unless such forms are modified with the prior written
            consent of the Company;

      (e)   Investigate and settle claims as provided in Section 6 below and
            suggest reserves for such claims;

      (f)   Maintain at Agent's expense an office or offices and a staff of
            employees sufficient in number and qualifications to perform this
            Agreement;

      (g)   Underwrite and issue policies of Insurance in accordance with the
            premium rates and underwriting criteria and guidelines as provided
            in the Agent's pricing model (as may be modified from time to time);

      (h)   Immediately upon collection, deposit in a separate and segregated
            premium trust fund account acceptable to the Company (the "PTF
            Account") any and all monies received by Agent in regard to
            Reinsurance Treaties, Insurance or otherwise payable to or on behalf
            of the Company pursuant to Insurance or Reinsurance Treaties which
            PTF shall be designated by and for the benefit of the Company and
            such monies shall be received by Agent in a fiduciary capacity;
            Provided,

                                       3
<PAGE>

            however, that the Agent may invest PTF Account monies in accordance
            with applicable law and retain for its own use any earnings thereon;

      (i)   Within thirty days after the end of each month, all premiums then
            due whether or not then collected by the Agent, fronting fees,
            premium taxes, agent compensation, assessment escrow contributions,
            as set forth in the reinsurance agreement between the Company and
            NIIC, and reinsurance premiums on all Insurance shall be distributed
            as interests may appear to the Company, NIIC or the Agent's own
            accounts; Provided, however, that any adjustments and refunds on
            account of return premiums shall be determined on the same basis as
            originally calculated;

      (j)   The Agent will issue Company bonds or other appropriate financial
            responsibility filings for NIIC insureds in jurisdictions in which
            NIIC is not authorized to provide filings. Agent will collect from
            NIIC and remit, as provided in Section 9, to the Company a fee equal
            to three percent (3%) of commercial automobile liability premiums on
            any NIIC policy for which such filing is provided; and

      (k)   The Agent will pay or reimburse the Company for its payments of any
            fine, penalty or similar administrative charge assessed against the
            Company resulting from regulatory enforcement actions premised on or
            connected with the Agent's obligations under this Agreement.

6.    CLAIMS SETTLEMENT AUTHORITY.

6.1   Claims. Agent shall investigate and negotiate and settle all Insurance
      claims and all claims concerning Reinsurance Treaties on behalf of the
      Company. All claims or losses shall be reported by Agent to the Company in
      monthly statements pursuant to Section 9.2 below. In addition, upon
      receiving notice or knowledge of any Insurance claim or loss that involves
      a "serious injury" listed in Schedule B or that is in excess of Fifty
      Thousand Dollars ($50,000.00), Agent shall immediately notify the Company
      in writing of such claim or loss, provide the amount of the reserve for
      such claim as suggested by Agent and such other information and records
      concerning such claim or loss as the Company requests.

      In the event of a termination of the Agreement by the Company for cause as
      specified in Section 10.2(c) or (d), the Company may, in its discretion,
      immediately become responsible for the administration of all claims on
      Insurance provided hereunder.

6.2   Legal Counsel and Claim Adjusters. Whenever Agent shall deem it prudent to
      engage legal counsel or a claim adjuster to protect the Company's interest
      regarding claims or losses, such services shall be provided only by
      qualified attorneys-at-law or claim adjusters selected by Agent that are
      licensed where and as required by applicable law; provided, however, that,
      with respect to any claim or loss of any amount, the Agent shall promptly
      furnish the Company, or its designee, any additional claim or loss
      information requested by the Company with respect to a claim or loss
      pertaining to any Insurance or any Reinsurance Treaty covered by this
      Agreement.

                                       4
<PAGE>

      With respect to any claim or loss of any amount:

      (a)   The Company may defend or assign an attorney of its own choice to
            defend or be associated in the defense of any claim or loss reported
            to the Company and, at the request of the Company, any attorney
            already employed by Agent shall be terminated by Agent forthwith;
            and

      (b)   In the event that the Company is named as a defendant in any
            lawsuit, Agent shall, as soon as it has notice or knowledge of such
            lawsuit, immediately give written notice thereof to the Company
            accompanied by a copy of the complaint and any court papers related
            to such lawsuit.

6.3   Unallocated Costs. No reimbursement shall be paid by the Company to Agent
      for the salaries, office expenses or other expenses incurred by or on
      behalf of Agent (including overhead) in the handling of the Company's
      claims and losses or for fees of outside attorneys or claim adjusters
      retained to monitor claims generally.

6.4   Records. The Company may at any time during regular business hours at
      Agent's place of business have its employees or representatives review all
      claim servicing files maintained by Agent.

7.    COMPENSATION.

      Agent compensation will be as provided in its agreements with the
      Company's reinsurers.

8.    EXPENSES.

      Agent shall pay all commissions to any agents, sub-agents, brokers and
sub-producers, all inspection fees, all refunds of premium, and all costs to
service claims as stated in Paragraph 6.3 above and all costs to collect
premiums in regard to Insurance policies issued, underwritten or serviced
pursuant to this Agreement. The following reasonable expenses regarding
Insurance policies shall be paid or reimbursed by the Company:

      (a)   All of the Company's home office expenses, including compensation
            and expenses of its employees, officers and directors;

      (b)   Premium taxes, board and bureau fees of the Company;

      (c)   Losses and allocated loss adjustment expenses of the Company,
            including pre-judgment and post-judgment interest; the actual,
            reasonable, and verifiable fees by outside attorneys or claim
            adjusters approved in writing by the Company that are retained by
            Agent in accordance with this Agreement; and the actual, reasonable,
            and verifiable out-of-pocket costs of Agent for the production of
            documents in claim litigation pursuant to this agreement; and

      (d)   Legal, actuarial and accounting fees of the Company.

                                        5
<PAGE>

9.    REPORTS AND SETTLEMENT OF BALANCES.

9.1   Insurance Reports. Agent shall furnish to the Company an itemized
      Insurance account and report in the form required by the Company within
      thirty (30) days after the close of each month.

9.2   Claims and Loss Reports. Agent shall furnish to the Company an itemized
      monthly claim and loss account and report in the form required by the
      Company within thirty (30) days after the close of each month.

9.3   Remittance Summaries and Payments. Within thirty (30) days after the close
      of each month, the Agent shall provide the Company a remittance summary
      for the month on such form as the parties shall agree.

      The amount due the Company will be attached to said remittance summary. If
      a balance is due Agent, the Company shall pay Agent within fifteen (15)
      days thereafter.

9.4   Special Remittance. If, at any time, Agent determines that Insurance
      Premiums on hand are not sufficient to pay current losses, Agent may
      request a special remittance from the Company, which request shall be
      supported by a detailed accounting of all losses and of the Insurance
      Premiums on hand, the amount of such special remittance, and any other
      information the Company requests. The Company shall pay such remittance to
      Agent after it has reviewed and in the event it approves such accounting
      and information. Agent shall credit the Company in the monthly reports and
      accounts in which the special remittance was received by the Agent recited
      above with the loss amount so paid by special remittance. To the maximum
      extent feasible, special remittance requests will be coordinated with
      reinsurance recoverables.

9.5   Accounts. All monies received by Agent shall be held by Agent in a
      fiduciary capacity as trustee for the Company on the PTF Account. The
      keeping of an account between Agent and Company in any form is to be
      deemed a record of business transacted.

10.   TERM AND TERMINATION.

10.1  Term. This Agreement shall be effective as of the date first above written
      and shall continue in full force and effect until terminated as
      provided below.

10.2  Termination. This Agreement may be terminated as provided below:

      (a)   This Agreement shall terminate on December 31, 1994 or on any
            subsequent December 31st only upon at least ninety (90) days prior
            written notice by either party to the other party hereto. Either
            party at any time can revoke any notice of termination it sends to
            the other with the result that such notice will have no force or
            effect;

      (b)   If any law or regulation of the federal or state or local government
            of any jurisdiction in which Agent is doing business shall render
            illegal or invalid any

                                       6
<PAGE>

            transaction contemplated by this Agreement or any term of this
            Agreement, the Agreement may be terminated immediately insofar as it
            applies to such jurisdiction by the Company giving notice to Agent
            to such effect or by Agent giving notice to the Company to such
            effect;

      (c)   This Agreement, at the option of Agent or the Company may be
            terminated immediately at any time, upon notice by the party not
            described below to the other party following (i) the assignment by
            the Agent of all or any part of its assets for benefit of creditors,
            the filing of any voluntary petition to declare Agent to be
            bankrupt, or the lapse of a period of Sixty (60) consecutive days
            after the filing of any involuntary petition to declare Agent to be
            bankrupt during which period such proceeding continues undismissed
            and unstayed; (ii) liquidation, rehabilitation, or conservation of
            the Company; or (iii) the breach of this Agreement by a party that
            is not cured within ten (10) days after written notice specifying
            such breach; and

      (d)   This Agreement may be terminated immediately at any time upon notice
            by the Company to the Agent following: (i) the termination of any
            Reinsurance Treaty for any reason when in the Company's judgment the
            reinsurance provided thereby cannot promptly be replaced by
            reinsurance acceptable to the Company; or, (ii) if the Agent shall,
            for any reason, no longer have the services of Alan R. Spachman as
            its Chief Executive Officer.

10.3  Limitations on Agent. If at any time the Company sends a notice of
      termination to Agent as provided in Section 10.2 above or the Agreement is
      otherwise terminated as provided herein, Agent shall not issue or
      underwrite any Insurance or renew any existing Insurance for which the
      inception date or renewal date falls after the effective date of
      termination of this Agreement.

10.4  Survival. Unless otherwise indicated by this Agreement, Agent's
      obligations under this Agreement shall survive termination of this
      Agreement until such time as all Insurance issued, underwritten or
      serviced by Agent pursuant to this agreement has expired and all
      Reinsurance Treaties have expired, and all known and unknown claims
      thereunder have been paid or settled, have runoff or otherwise have been
      disposed of in the judgment of the Company and any amounts owed to the
      Company by any Reinsurers or others in regard to any claims have been
      collected by the Company. The only compensation Agent shall receive for
      its performance of its duties hereunder (both during of after the term of
      this Agreement) is set forth in Section 7 above.

10.5  Ownership of Expirations. The use and control of expirations, including
      the records and all Agent work product thereof, shall remain in the
      undisputed ownership of the Agent and the Company shall not use its
      records of those expirations in any marketing method for the sale, service
      or renewal of any form of insurance coverage that would abridge the
      Agent's rights to ownership, use and control of those expirations nor
      shall the Company communicate this expiration information to any other
      agent or broker; Provided,

                                       7
<PAGE>

      however, if the Agreement shall be terminated by the Company for cause as
      specified in Section 10.2(c) or (d), the use and control of expirations
      will vest in the Company.

11.   BOOKS AND RECORDS.

      Agent shall at its own expense keep such books and records as may be
required by law, rulings, or orders of the insurance departments of the states
having jurisdiction over Agent or Agent's business or over any Insurance or
reinsurance connected with this Agreement and also as reasonably requested by
the Company, and shall make such books and records available for examination,
audit, and copying by the insurance departments of such states and by the
Company, or by their authorized representatives. The Company shall have the
right to examine and review at any reasonable time all books, records, files and
papers, including, but not by way of limitation, claim files and underwriting
files, maintained and kept by Agent that relate to this Agreement, Insurance or
Reinsurance Treaties. Agent shall institute and maintain retention and disposal
systems for claim files and underwriting files in accordance with procedures and
requirements the Company may prescribe in writing from time to time. All books
and records of the Agent shall be maintained at the principal place of business
of Agent and shall be complete, accurate, and up-to-date, and shall reflect all
monies paid or received by Agent and all transactions of Agent pursuant to this
Agreement. Anything to the contrary notwithstanding, all of the books, records,
files, and papers above referenced shall be and remain the sole and exclusive
property of the Agent except that (i) Company shall be entitled to keep and
retain copies thereof during the term of this Agreement and thereafter but
subject to Section 12 below; provided, however, that such copies do not contain
confidential or proprietary information as set forth in Section 12 below, and
(ii) Agent shall own all expirations and renewals of Insurance as set forth in
Section 10.5. Company, at its expense, shall have a reasonable period of time
not exceeding sixty (60) days after the termination of this Agreement to make
copies of the aforesaid books, records, files and papers.

12.   CONFIDENTIALITY.

      The parties agree never to use (except to perform this Agreement) or
disclose to others any confidential or proprietary information of the other
including, without limitation, Insurance Program production, underwriting and
pricing materials produced by or developed for the Agent; Provided, however,
that such information may be disclosed pursuant to the lawful order of any
governmental authority. At the request of the other party, any Insurance Program
books and records that are not reasonably needed to fulfill obligations that
survive termination of this Agreement ("Nonessential Files") will be destroyed
or turned over to the other party. Copies of all books and records other than
Nonessential Files shall be supplied as requested by the other party.

13.   SET-OFF.

      With respect to obligations hereunder, any party hereto shall have the
right to reduce and set-off any monies payable to any other party hereto by the
amount of any monies such party owes to the party exercising such reduction and
set-off rights.

                                       8
<PAGE>

14.   INDEMNIFICATION.

      Each party hereto (the "Indemnitor") shall indemnify and hold harmless the
other party hereto and its designees (the "Indemnitees") from and against all
losses, damages, costs, expenses, claims, or liabilities of any description
suffered by the Indemnitees which regard the Indemnitor as indicated below
including, without limitation, any attorney's fees in connection with or arising
out of (i) any allegations, whether or not such allegations are groundless, that
the Indemnitor has not complied with any laws, rules, or regulations to which it
is subject, (ii) any breach of any warranty or representation of Indemnitor made
in this Agreement or any other unremedied breach of this Agreement by
Indemnitor, or (iii) any alleged misconduct, negligence, misrepresentation, or
other acts or failures to act of the Indemnitor or of its officers, directors,
employees, agents (except Agent in the event that the Indemnitor is the
Company), or independent contractors. For purposes of this Section 14, an
"unremedied breach" shall be a breach by the Indemnitor of this Agreement that
is not cured within thirty (30) days after written notice by the Indemnitees to
the Indemnitor.

15.   ARBITRATION.

      All disputes or controversies arising out of or in connection with this
Agreement, if not resolved by the parties, must be submitted to final and
binding arbitration in accordance with the rules of the American Arbitration
Association at Columbus, Ohio or as may be agreed. Such arbitration shall use
Ohio law in arriving at a decision. Each party shall pay those costs it incurs
pursuant to such arbitration.

16.   NOTICES.

      All notices and other communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally with receipt acknowledged or sent by registered or
certified mail or equivalent, if available, postage prepaid or by telex of
cablegram, addressed to the parties at the following address or to such other
additional addresses any party shall hereafter specify by Notice to the other
parties:

     If to the Company:           Great American Insurance Company
                                     P.O. Box 2575
                                     Cincinnati, Ohio 45201

                                     Attention:  Richard M. Haverland

     To Agent:                    National Interstate Insurance Agency, Inc.
                                     6060 Rockside Woods Blvd.
                                     Suite 220
                                     Cleveland, Ohio 44131-2317

                                     Attention: Alan R. Spachman

                                   9
<PAGE>

      Except as otherwise expressly provided herein, all notices hereunder shall
be deemed to have been duly given, received and dated on the date when delivered
personally, one day after being sent by cablegram or telex or three days after
mailing.

17.   ERRORS AND OMISSIONS INSURANCE.

      While this Agreement is in effect, the Agent will maintain a policy of
errors and omissions insurance satisfactory to the Company that provides limits
of at least $1,000,000 per occurrence/$1,000,000 aggregate and the Agent will
immediately notify the Company of any change in coverage terms, conditions or
limits.

18.   GENERAL.

18.1  Assignment. Neither this Agreement nor any duties hereunder may be
      assigned, subcontracted (except in the ordinary course of business), or
      transferred, including an assignment or transfer by operation of law,
      without the prior written consent of the other party.

18.2  Third Parties. The rights and privileges afforded by this Agreement are
      solely for the benefit of the parties hereto and in no circumstances shall
      any other person or entity have any rights or privileges or be entitled to
      any benefits under this Agreement.

18.3  Amendments. This Agreement may be amended or modified only by the
      execution by the parties hereto of a document setting forth such amendment
      or waiver.

18.4  Waiver. The failure of any party at any time to require performance of any
      provision hereof shall in no manner affect its right at a later time to
      enforce the same, and no waiver of any nature by any party, whether by
      conduct or otherwise, shall be deemed to be a continuing waiver.

18.5  Entire Agreement. This Agreement sets forth the sole and entire agreement
      and understanding of the parties in respect of the transactions
      contemplated hereby.

18.6  Choice of Law. This Agreement shall be governed by and construed and
      enforced in accordance with the laws of Ohio.

18.7  Severability. If any one of the provisions contained in this Agreement or
      in any document executed in connection herewith shall be or become
      invalid, illegal or unenforceable in any respect under any applicable law,
      the validity, legality and enforceability of the remaining provisions
      contained herein or therein shall not in any way be affected or impaired;
      provided, however, that in such case the parties shall achieve the purpose
      of the invalid provision which shall become part of this Agreement or such
      document.

18.8  Captions. The captions and headings used to identify Sections herein shall
      not be used to interpret this Agreement.

                                       10
<PAGE>

18.9  Preamble. The Preamble is part of this Agreement.

      IN WITNESS WHEREOF, the duly authorized representatives of the parties
have executed this Agreement as of the day and year first indicated above.

                                    GREAT AMERICAN INSURANCE COMPANY

                                    By: /s/ Karen Holley Horrell
                                        ------------------------

Attest:______________________

                                    AGRICULTURAL INSURANCE COMPANY

                                    By: /s/ Karen Holley Horrell
                                        ------------------------

Attest:______________________

                                    AMERICAN ALLIANCE INSURANCE COMPANY

                                    By: /s/ Karen Holley Horrell
                                        ------------------------

Attest:______________________

                                    AMERICAN NATIONAL FIRE INSURANCE COMPANY

                                    By: /s/ Karen Holley Horrell
                                        ------------------------

Attest:______________________

                                    NATIONAL INTERSTATE INSURANCE AGENCY, INC.

                                    By: /s/ Alan Spachman
                                        ------------------------

Attest:______________________

                                       11
<PAGE>

                                   SCHEDULE A

COMMERCIAL AUTO LIABILITY           - UP TO TEN MILLION DOLLARS
                                    ($10,000,000.00) PER OCCURRENCE*

COMMERCIAL GENERAL LIABILITY        - UP TO TEN MILLION DOLLARS
                                    ($10,000,000.00) PER OCCURRENCE*

AUTO PHYSICAL DAMAGE                - UP TO ONE MILLION DOLLARS
                                    ($1,000,000.00) PER OCCURRENCE*

* Limits in excess of Five Million Dollars ($5,000,000.00) liability coverage
and One Million Dollars ($1,000,000.00) physical damage shall be facultatively
placed with assuming reinsurers that shall have been approved by the Company,
with notice immediately to the Company.

                                       12
<PAGE>

                                   SCHEDULE B

      Serious injuries, for purposes of Section 6.1, shall be any of the
      following:

      1.    Spinal Cord injury - paraplegia, quadriplegia;

      2.    Amputation - requiring a prosthesis;

      3.    Brain damage affecting mentality or central nervous system such as
            permanent disorientation, behavior disorder, personality change,
            seizures, motor deficit, inability to speak (aphasia), hemiplegia or
            unconsciousness (comatose);

      4.    Blindness;

      5.    Burns involving over 10% of body with third degree or 30% of body
            with second degree;

      6.    Multiple fractures involving more than one member or non-union;

      7.    Fracture of both heel bones (fractured bilateral os calcis);

      8.    Nerve damage causing paralysis and loss of sensation in arm and hand
            (brachial plexus nerve damage) or in leg and foot;

      9.    Massive internal injuries affecting body organs;

      10.   Injury to nerves at base of spinal canal (Cauda Equina) or any other
            back injury resulting in incontinence of bowel and/or bladder; and

      11.   Fatalities.

      The Company at its discretion, by written notice to the Agent, may
      prospectively amend Schedule B by adding or deleting specific types of
      injuries.

                                       13
<PAGE>

                        UNDERWRITING MANAGEMENT AGREEMENT

      The following wholly-owned subsidiaries of Great American Insurance
Company are hereby designated added parties to the Underwriting Management
Agreement dated as of November 1, 1989 by Great American Insurance Company and
National Interstate Insurance Agency, Inc.:

                  AGRICULTURAL EXCESS AND SURPLUS INSURANCE COMPANY

                  AGRICULTURAL INSURANCE COMPANY

                  AMERICAN ALLIANCE INSURANCE COMPANY

                  AMERICAN NATIONAL FIRE INSURANCE COMPANY

                                            GREAT AMERICAN INSURANCE COMPANY

                                            By: /s/ Karen Holley Horrell
                                                ------------------------

<PAGE>

                        UNDERWRITING MANAGEMENT AGREEMENT

                                 AMENDMENT NO. 1

      The first paragraph of the Underwriting Management Agreement dated as of
the 1st day of November, 1989 by and through the undersigned is hereby amended
to read as follows:

            This Agreement, entered into as of the 1st day of November, 1989 by
      and through National Interstate Insurance Agency, Inc., an Ohio
      corporation (together with any affiliated agent and agencies, the
      "Agent"), and Great American Insurance Company, an Ohio corporation
      (together with any wholly-owned subsidiaries that upon designation by
      Great American become added parties, the "Company").

      IN WITNESS WHEREOF, the duly authorized representatives of the parties
have executed this Agreement as of the day and year first indicated above.

                                      GREAT AMERICAN INSURANCE COMPANY

                                      By: /s/ Karen Holley Horrell
                                          ------------------------
                                          Senior Vice President

Attest: /s/ Eve Cutler Rosen
        --------------------
                                      AGRICULTURAL INSURANCE COMPANY

                                      By: /s/ Karen Holley Horrell
                                          ------------------------
                                          Senior Vice President

Attest: /s/ Eve Cutler Rosen
        --------------------
                                      AMERICAN ALLIANCE INSURANCE COMPANY

                                      By: /s/ Karen Holley Horrell
                                          ------------------------
                                          Senior Vice President

Attest: /s/ Eve Cutler Rosen
        --------------------
                                      AMERICAN NATIONAL FIRE INSURANCE COMPANY

                                      By: /s/ Karen Holley Horrell
                                          ------------------------
                                          Senior Vice President

Attest: /s/ Eve Cutler Rosen
        --------------------
                                      NATIONAL INTERSTATE INSURANCE AGENCY, INC.

                                      By: /s/ Alan Spachman
                                          ------------------------

Attest: /s/ J. Gilbert Stallings
        ------------------------

<PAGE>

                        UNDERWRITING MANAGEMENT AGREEMENT

                                 AMENDMENT NO. 2

      The Underwriting Management Agreement dated as of the 1st day of November,
1989 by and through the undersigned is hereby amended by the addition of a new
section 19, as follows:

19.   ADDITIONAL SERVICES.

      The Agent will provide additional statistical information to the Company
      in accordance with the Company's agreed upon requirements for which the
      Company will provide expense reimbursement of $875 per month, which amount
      will be subject to adjustment as may be agreed upon to reflect cost
      changes.

      This amendment will be in effect as of October 1, 1990.

      IN WITNESS WHEREOF, the duly authorized representatives of the parties
have executed this Agreement as of the 1st day of October, 1990.

                                    GREAT AMERICAN INSURANCE COMPANY

                                    By: /s/ Karen Holley Horrell
                                        ------------------------

Attest: /s/ Eve Cutler Rosen
        --------------------
                                    NATIONAL INTERSTATE INSURANCE AGENCY, INC.

                                    By: /s/ Alan Spachman
                                        ------------------------

Attest: /s/ J. Gilbert Stallings
        ------------------------

<PAGE>

                        UNDERWRITING MANAGEMENT AGREEMENT

                                 AMENDMENT NO. 3

The Underwriting Management Agreement dated as of the 1st date of November,
1989, by and through the undersigned is hereby amended as follows:

Paragraph 5 (i) is deleted and replaced with the following:

      (i)   Within thirty (30) days after the end of each month, all premiums
            written, whether or not then collected by the Agent, fronting fees,
            premium taxes, agent compensation, assessment escrow contributions,
            as set forth in the reinsurance agreement between the Company and
            NIIC, and reinsurance premiums on all Insurance shall be distributed
            as interests may appear to the Company, NIIC or the Agent's own
            account; provided however that settlement shall be reduced by
            multiplying the sum of the written premiums (net of management fee
            and reinsurance premiums), fronting fees and premium tax monies for
            the month being settled by 150/360 (the average premium collection
            period, in days) of the published rate for 150/179 day Commercial
            paper placed directly by GE Capital Corporation on the last working
            day of the month being settled, such rate to be found in The Wall
            Street Journal Money Rates column; and provided further, that any
            adjustments and refunds on account of return premiums shall be
            determined on the same basis as originally calculated. The factor
            representing the average premium collection period, which is herein
            designated as 150/360, will be reset annually beginning in January
            1996, with a factor mutually agreed upon by the parties.

      Article 16 is deleted and replaced with the following:

      16.   NOTICES.

      All notices and other communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally with receipt acknowledged or sent by registered or
certified mail or equivalent, if available, postage prepaid or by telex or
cablegram, addressed to the parties at the following address or to such other
additional addresses any party shall hereafter specify by Notice to the other
parties:

If to the Company:                    Great American Insurance Company
                                      Attention:  Donald D. Larson
                                      580 Walnut Street
                                      Cincinnati, Ohio  45202

with a copy to:                       Great American Insurance Company
                                      Attention: General Counsel
                                      580 Walnut Street
                                      Cincinnati, Ohio 45202

<PAGE>

      To Agent:                   National Interstate Insurance Agency, Inc.
                                  Attention:  Alan R. Spachman
                                  6060 Rockside Woods Blvd., Suite 220
                                  Cleveland, Ohio  44131-2317

      Except as otherwise expressly provided herein, all notices hereunder shall
be deemed to have been duly given, received and dated on the date when delivered
personally, one day after being sent by cablegram or telex or three days after
mailing.

This Amendment is effective January 1, 1995.

IN WITNESS WHEREOF, the duly authorized representatives of the parties have
executed this Agreement as of the 1st day of January, 1995.

                                      GREAT AMERICAN INSURANCE COMPANY

                                      BY: /s/ Roger Smith
                                          ---------------
                                          Name: Roger Smith
                                          Title: Vice President

ATTEST:

BY: _________________________

                                      NATIONAL INTERSTATE INSURANCE AGENCY, INC.

                                      BY: /s/ Alan Spachman
                                          -----------------
                                          Name: Alan Spachman
                                          Title: President

ATTEST:

BY: /s/ Dawn A. Pasek
    -------------------------


<PAGE>

This Amendment is attached to and incorporated in the November 1, 1989
Underwriting Management Agreement among National Interstate Insurance Agency,
Inc. (the "Agent") and Great American Insurance Company, Agricultural Insurance
Company, Agricultural Excess and Surplus Insurance Company, American Alliance
Insurance Company, American National Fire Insurance Company, Seven Hills
Insurance Company and Stonewall Surplus Lines Insurance Company (collectively,
the "Company"). This Amendment shall be effective as of July 1, 1995.

The Agreement is amended as follows:

1.    The following are added as paragraphs (l) and (m) to Section 5:

      "(l)  Within thirty (30) days after the end of each month, policy
            documents, including declaration pages, account information sheets
            with premium broken down by class code and auto type, vehicle
            schedules and reinsurance reports will be provided to Company; and

      "(m)  Monthly, claims documents, including loss draft copies, green bar
            and deductible information and such reinsurance reserve information
            as is requested by Company and reasonably obtainable by Reinsurer
            will be provided to Company."

2.    Agent's address in Section 16 is deleted and replaced with:

      "National Interstate Insurance Company
      29325 Chagrin Boulevard
      Cleveland, Ohio  44122-4613
      Attention:  Alan R. Spachman"

3.    Schedule A is deleted in its entirety and replaced with the attached
      Amended Schedule A.

      Except as modified by this Amendment, the terms of the Underwriting
      Management Agreement remain unchanged.

                             National Interstate Insurance Agency, Inc.

                             By: /s/ Alan Spachman
                                 -----------------

                             Great American Insurance Company

                             By: /s/ Donald D. Larson
                                 ---------------------

<PAGE>

                             Agricultural Insurance Company

                             By: /s/ Donald D. Larson
                                 ---------------------

                             Agricultural Excess and Surplus Insurance Company

                             By: /s/ Donald D. Larson
                                 --------------------

                             American Alliance Insurance Company

                             By: /s/ Donald D. Larson
                                 --------------------

                             American National Fire Insurance Company

                             By: /s/ Donald D. Larson
                                 --------------------

                             Seven Hills Insurance Company

                             By: /s/ Donald D. Larson
                                 --------------------

                             Stonewall Surplus Lines Insurance Company

                             By: /s/ Donald D. Larson
                                 --------------------

<PAGE>

                               AMENDED SCHEDULE A
                             EFFECTIVE JULY 1, 1995

Commercial Auto Liability             -  Up to Twenty-Five Million Dollars
                                      ($25,000,000) Per Occurrence*

Commercial General Liability          -  Up to Twenty-Five Million Dollars
                                      ($25,000,000) Per Occurrence*

Auto Physical Damage                  -  Up to One Million Dollars
                                      ($1,000,000) Per Occurrence*

* Limits in excess of Five Million Dollars ($5,000,000) liability coverage and
One Million Dollars ($1,000,000) physical damage shall be facultatively placed
with assuming reinsurers that shall have been approved by the Company, with
notice immediately to the Company.

<PAGE>

                        UNDERWRITING MANAGEMENT AGREEMENT

                                  AMENDMENT #5

This Amendment is attached to and incorporated in the November 1, 1989
Underwriting Management Agreement among National Interstate Insurance Agency,
Inc. (the "Agent") and Great American Insurance Company, Agricultural Insurance
Company, Agricultural Excess and Surplus Insurance Company, American Alliance
Insurance Company, American National Fire Insurance Company, Seven Hills
Insurance Company and Stonewall Surplus Lines Insurance Company (collectively,
the "Company"). This Amendment shall be effective as of March 1, 1996.

The Agreement is amended as follows:

1.    Amended Schedule A, Effective July 1, 1995 is deleted and replaced with
      Amended Schedule A, Effective March 1, 1996.

Except as modified by this Amendment, the terms of the Underwriting Management
Agreement remain unchanged.

                             National Interstate Insurance Agency, Inc.

                             By: /s/ Alan Spachman
                                 -----------------

                             Great American Insurance Company
                             Agricultural Insurance Company
                             Agricultural Excess and Surplus Insurance Company
                             American Alliance Insurance Company
                             American National Fire Insurance Company
                             Seven Hills Insurance Company
                             Stonewall Surplus Lines Insurance Company

                             By: /s/ Donald D. Larson
                                 --------------------

<PAGE>

                        UNDERWRITING MANAGEMENT AGREEMENT
                               AMENDED SCHEDULE A
                             EFFECTIVE MARCH 1, 1996

This Amended Schedule A replaces the July 1, 1995 Amended Schedule A, effective
March 1, 1996.

Commercial Auto Liability             -  Up to Twenty-Five Million Dollars
                                         ($25,000,000) Per Occurrence*

Commercial General Liability          -  Up to Twenty-Five Million Dollars
                                         ($25,000,000) Per Occurrence*

Auto Physical Damage                  -  Up to One Million Dollars
                                         ($1,000,000) Per Occurrence*

Recreation Vehicle                    -  Up to Two Million Dollars
                                         ($2,000,000) Per Occurrence

Workers' Compensation                 -  Statutory Limits

* Limits in excess of Five Million Dollars ($5,000,000) liability coverage and
One Million Dollars ($1,000,000) physical damage shall be facultatively placed
with assuming reinsurers that shall have been approved by the Company, with
notice immediately to the Company.

<PAGE>

                        UNDERWRITING MANAGEMENT AGREEMENT
                                  AMENDMENT #6

This Amendment is attached to and incorporated in the November 1, 1989
Underwriting Management Agreement among National Interstate Insurance Agency,
Inc. (the "Agent") and Great American Insurance Company, Great American Alliance
Insurance Company, Great American Assurance Company, Great American E & S
Insurance Company, Great American Fidelity Insurance Company and Great American
Insurance Company of New York (collectively, the "Company"). This Amendment
shall be effective as of February 1, 2003.

The Agreement is amended as follows:

1.    Amended Schedule A, effective March 1, 1996 is deleted and replaced with
      Amended Schedule A, effective February 1, 2003.

2.    Agent's address in Section 16 as amended on March 1, 1996 is deleted and
      replaced with:

                  National Interstate Insurance Agency, Inc.
                  3250 Interstate Drive
                  Richfield, Ohio 44286-9000

Except as modified by this Amendment, the terms of the Underwriting Management
Agreement remain unchanged.

                             National Interstate Insurance Agency, Inc.

                             By: /s/ Alan Spachman
                                 -----------------
                                  Alan Spachman
                             Its: President

                             Great American Insurance Company
                             Great American Alliance Insurance Company
                             Great American Assurance Company
                             Great American E & S Insurance Company
                             Great American Fidelity Insurance Company
                             Great American Insurance Company of New York

                             By: /s/ Ronald C. Hayes
                                 -------------------
                                  Ronald C. Hayes
                             Its: Assistant Vice President

<PAGE>

                        UNDERWRITING MANAGEMENT AGREEMENT
                               AMENDED SCHEDULE A
                           EFFECTIVE FEBRUARY 1, 2003

Effective February 1, 2003, this Amended Schedule A replaces the March 1, 1996
Amended Schedule A.

Commercial Auto Liability             -  Up to Twenty-Five Million
                                         ($25,000,000) Per Occurrence*

Commercial General Liability          -  Up to Twenty-Five Million Dollars
                                         ($25,000,000) Per Occurrence*

Auto Physical Damage                  -  Up to One Million Dollars
                                         ($1,000,000) Per Occurrence*

Recreation Vehicle                    -  Up to Two Million Dollars
                                         ($2,000,000) Per Occurrence*

Workers' Compensation                 -  Statutory Limits

Surety                                -  Up to One Million Dollars
                                         ($1,000,000) Per Occurrence

* Limits in excess of Five Million ($5,000,000) liability coverage and One
Million Dollars ($1,000,000) physical damage shall be facultative placed with
assuming reinsurers that shall have been approved by the Company, with notice
immediately to the Company.