[CHASE LOGO]









                                                     December 31, 1996


GGS Management, Inc.
GGS Management Holdings, Inc.
c/o Symons International Group, Inc.
4720 Kingsway Drive
Indianapolis, Indiana 46205

Attention: David L. Bates, Esq.

                              Re: Second Amendment

Gentlemen:

         We refer to the Credit Agreement dated as of April 30, 1996 (as amended
by a Consent and Amendment dated as of October 31, 1996, the "Credit Agreement";
terms defined in the Credit Agreement to have their respective  defined meanings
when used herein)  between GGS Management,  Inc. (the  "Company")  certain banks
(the  "Banks") and The Chase  Manhattan  Bank  (successor by merger to The Chase
Manhattan   Bank   (National   Association)),   as  agent  for  the  Banks  (the
"Administrative Agent").

         You have requested that the Credit  Agreement be amended to provide for
an  amendment  of  a  certain  mandatory  prepayment  provision  in  the  Credit
Agreement.  Having  received the consent of the all the Banks, we agree that the
Credit Agreement is hereby amended in the following respect:

         Subsection (a) of Section 2.08 of the Credit Agreement shall be amended
to add the following at the end thereof:

         "; provided that,  without making any such prepayment,  the Company may
         make an Equity  Issuance for up to but not exceeding  $6,000,000 in the
         aggregate  to GGS at any time from and  including  December 20, 1996 to
         and  including  December  31, 1996 so long as all of such  proceeds are

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         contributed as Statutory  Surplus to the Insurance  Subsidiaries  on or
         before December 31, 1996."

         The  foregoing  amendment  shall become  effective  upon receipt by the
Administrative  Agent of a copy of this  letter  duly  executed on behalf of the
Company and GGS as below  provided.  This letter  agreement shall be governed by
and construed in accordance with, the law of the State of New York.

                                                     THE CHASE MANHATTAN BANK,
                                                     as Administrative Agent


                                                     By /s/ J. David Parker, Jr.
                                                        ------------------------
                                                        J. David Parker
                                                        Vice President

CONSENT:

GGS MANAGEMENT, INC.


By /s/ 
- - - ---------------------------------
Title: CFO


GGS MANAGEMENT HOLDINGS, INC.


By /s/ David L. Bates
- - - ---------------------------------
Title: VP & General Counsel