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                                    AMENDMENT
                             TO MANAGEMENT AGREEMENT


         THIS AMENDMENT amends as of September 25, 1996 the Management Agreement
("Agreement") made May 20, 1991, as amended, by and between Philadelphia
Indemnity Insurance Company ("PIIC") and Maguire Insurance Agency, Inc.
("Maguire").

                                   WITNESSETH:

         WHEREAS, Maguire performs a variety of services for PIIC under the
         Agreement;

         WHEREAS, PIIC and Maguire desire to modify certain terms of the
         Agreement;

         NOW, THEREFORE, PIIC and Maguire, intending to be legally bound hereby,
         agree as follows:

         1.       It is acknowledged that the compensation for services provided
                  by Maguire, beginning in 1994 and for each year thereafter,
                  per "Amendment No. 1 to Management Agreement" were based upon
                  budgeted expenses. To the extent these expenses deviate
                  materially from actual expenses the parties agree to
                  reasonably adjust the compensation.

         2.       The due date for premium remittance from Maguire to PIIC as
                  stated in Paragraph 2J of the Agreement shall be 90 days after
                  the end of the month for the "All Other Class" of business.

         3.       The term of the Agreement as stated in Paragraph 8 is extended
                  for an additional five (5) years.

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals as of the day and year first above written.

                                PHILADELPHIA INDEMNITY INSURANCE COMPANY

                                By:      /s/ James J. Maguire
                                         --------------------------------------
                                         James J. Maguire, President

                                Attest:  /s/ Sean S. Sweeney
                                         --------------------------------------
                                         Sean S. Sweeney, Senior Vice President


                               MAGUIRE INSURANCE AGENCY, INC

                                By:      /s/ James J. Maguire
                                         --------------------------------------
                                         James J. Maguire, President

                               Attest:  /s/ Sean S. Sweeney
                                         --------------------------------------
                                         Sean S. Sweeney, Senior Vice President