Exhibit 10.13
LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is made and entered into as of the ___
day of ____________, 2003 (the "Effective Date") between GREAT AMERICAN
INSURANCE COMPANY ("Licensor") and INFINITY PROPERTY AND CASUALTY CORPORATION
("Licensee") (collectively, the "Parties").
RECITALS
WHEREAS, Licensor owns the Licensed Marks identified in SCHEDULE A; and
WHEREAS, Licensor and Licensee have entered into a Services Agreement dated
of even herewith (the "Services Agreement"), providing for the supply of certain
information and services by Licensor and its affiliates to Licensee and its
affiliates relating to the Reinsurance Agreement dated of even herewith (the
"Reinsurance Agreement"), and the Parties may enter into a further Servicing
Agreement (the "Servicing Agreement for Direct Business"), providing for the
supply of certain services by Licensee and its affiliates to Licensor and its
affiliates relating to the Direct Business;
WHEREAS, the Services Agreement provides for a license to use the Licensed
Marks upon and in connection with certain products and services; and
WHEREAS, the Parties agree that Licensor shall grant to Licensee a license
to use the Licensed Marks for such products and services, subject to the terms
and conditions herein;
NOW, THEREFORE, in consideration of the premises and the mutual promises
and obligations contained herein, the Parties agree as follows:
AGREEMENT
DEFINITIONS
"Business Services" means, collectively the Direct Business Services, the
Reinsured Business Services, and any conduct of Licensee's personal lines
insurance business.
"Direct Business" means Licensor's direct to consumer personal lines
insurance business.
"Direct Business Services" means those services provided by Licensee in
connection with the Servicing Agreement for Direct Business.
"Great American Marks" means the trademarks and service marks including the
Great American logo or the word "Great" or any permutation thereof in any of the
variations used in the business of Licensor (including the xxxx "Great American
DriverClub", which for the purpose of this Agreement shall be a "Great American
Xxxx") identified in SCHEDULE A as Great American Marks and the logos used in
connection therewith.
"Licensed Marks" means, collectively, the Personal Lines Marks and the
Great American Marks.
"Personal Lines Marks" means the trademarks and service marks in any of the
variations used in the business of Licensor identified in SCHEDULE A as Personal
Lines Marks and the logos used in connection therewith, excluding the "Great
American Marks."
"Reinsured Business Services" means those services provided by Licensee in
connection with the Reinsured Business.
"Subsidiaries" means the directly or indirectly wholly owned property and
casualty insurance company subsidiaries of Licensee.
"Territory" means the United States of America, including its territories
and possessions and the Commonwealth of Puerto Rico.
All capitalized terms not defined herein shall have the meanings set forth
in the Services Agreement.
1. GRANT OF LICENSE
1.1 LICENSE GRANT. Subject to the terms herein, Licensor grants to Licensee
(a) a non-exclusive, royalty-free, non-transferable license in the
Territory to use the Great American Marks and the Personal Lines Marks
solely upon and in connection with the sale, promotion, marketing,
advertisement and distribution of the Direct Business Services (solely
during the term of the Servicing Agreement for Direct Business) and the
Reinsured Business Services (solely until the later of the expiration
of the Reinsurance Agreement, or the cessation of all of Licensee's
obligations thereunder), and (b) a non-exclusive, royalty-free,
non-transferable, perpetual (subject to termination in accordance with
Section 4.2) license in the Territory to use the Personal Lines Marks
upon and in connection with the sale, promotion, marketing,
advertisement and distribution of the Licensee's personal lines
insurance business. All rights not specifically granted to Licensee
herein are reserved by Licensor. Licensor will not object to use of the
Driverclub & Design xxxx (Registration 2,636,426) by Licensee or its
Subsidiaries in connection with Licensee's or its Subsidiaries'
corporate names.
1.2 SCOPE OF RIGHTS. Licensee acknowledges and agrees that the Licensed
Marks are the sole and exclusive property of Licensor. Licensee shall
not challenge or take any action inconsistent with Licensor's ownership
of the Licensed Marks at any time. Licensor specifically reserves the
right to use, or grant licenses to other third parties to use, the
Licensed Marks.
1.3 NO OTHER RIGHT TO LICENSED MARKS OR THIRD PARTY MARKS. This Agreement
conveys to Licensee no other rights to the Licensed Marks except as
specified herein; nor does this Agreement grant to Licensee rights to
any intellectual property of any third party except as specified
herein.
1.4 SUBLICENSING. Licensee shall have the right to sublicense the Licensed
Marks to its property and casualty insurance company Subsidiaries;
provided, Licensee shall be responsible for ensuring that any use by
its sublicensees of any Licensed
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Xxxx, and any other actions or failures to take action of such
sublicensees, shall comply in all respects with the terms and
conditions of this Agreement. Any failure of any such sublicensee to
comply with all applicable terms and conditions of this Agreement shall
be deemed a breach of this Agreement by Licensee. Licensee may not
otherwise sublicense the Licensed Marks.
1.5 DISCONTINUANCE OF USE. Licensee acknowledges that, from time to time,
Licensor may discontinue the use of all or any of the Licensed Marks.
In the event that Licensor ceases use of any of the Great American
Marks, Licensee will cease use of any such marks as soon as is
commercially reasonable following written notice from Licensor. In the
event that Licensor ceases use of any of the Personal Lines Marks,
Licensor will offer to assign any such xxxx to Licensee at Licensee's
expense. Subsequent to any such assignment, all expenses relating to
the assigned xxxx will be borne by Licensee.
1.6 LICENSEE MODIFICATIONS. In no event shall Licensee modify any of the
Great American Marks. In the event Licensee desires to modify any of
the Personal Lines Marks for its use, Licensee shall submit samples of
the modified xxxx to Licensor at least thirty (30) days prior to the
commercial use thereof. If Licensor approves in writing of the modified
xxxx submitted by Licensee, such approval not to be unreasonably
withheld or delayed, that modified xxxx is included in the Personal
Lines Marks and Licensee may use the modified xxxx in accordance with
the terms and conditions of this Agreement. All right, title and
interest in and to any such modified xxxx shall be owned by Licensor.
Licensee shall not use any variation of the Licensed Marks which has
not been approved by Licensor. Licensee shall not claim ownership of
any modified xxxx of Licensor.
1.7 TERMINATION FOR ABANDONMENT. In the event Licensee abandons its use of
any of the Licensed Marks for a period of one (1) year, Licensee's
rights to any such Licensed Marks shall be terminated and all of
Licensee's rights to any such Licensed Marks under this Agreement shall
revert to Licensor. Licensee shall promptly notify Licensor of any such
abandonment.
2. USE OF THE LICENSED MARKS
2.1 USE OF LICENSED MARKS. Neither party shall knowingly use the Licensed
Marks, or any other trademark, service xxxx, trade name, logo, symbol
or devices in combination with or confusingly similar to the Licensed
Marks in a form and manner or for a subject matter that may: (a) reduce
the value of the Licensed Marks, or (b) injure the other Party's
business, the reputation of the Licensed Marks or of the other Party,
or the goodwill appurtenant to the Licensed Marks.
2.2 TRADEMARK NOTICES. Licensee shall display in connection with any use of
the Licensed Marks and associated materials such trademark, copyright
and other proprietary notices as are currently in use for Licensor's
products and services or as otherwise reasonably instructed by
Licensor.
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2.3 TRADE NAMES. Licensee shall not use any Licensed Marks as part of a
trade name or corporate name unless separately agreed in writing in
advance by Licensor.
2.4 SERVICES. Licensee shall not use the Licensed Marks on or in connection
with any materials which relate to any business other than the
Business, including the Reinsured Business, and the Direct Business.
3. QUALITY CONTROL AND APPROVALS
3.1 QUALITY STANDARDS. Licensee warrants that the Business Services and all
promotional, advertising, and related materials sold under or bearing
the Licensed Marks shall meet or exceed the quality standards and
specifications in use by Licensor in commerce as of the date of this
Agreement, or where no such standards exist, a level of quality at
least consistent with the quality standards generally accepted for
other competitive products or services. Licensee will, as soon as
commercially reasonable, comply with the Great American Brand Design
Guidelines delivered in writing to Licensee as Licensor may amend from
time to time, provided that any such guidelines or amendments thereto
shall not unreasonably interfere with the conduct of Licensee's
business.
3.2 SAMPLES SUBMISSION. Upon Licensor's request from time to time, Licensee
shall submit samples of all reasonably requested materials using the
Licensed Marks to Licensor for evaluation by Licensor. If such
materials are found by Licensor in the exercise of its reasonable
judgment not to meet quality standards, Licensee will promptly correct
any problems and reimburse Licensor for any reasonable expense of
evaluating and reevaluating such materials for compliance.
3.3 QUALITY MAINTENANCE/INSPECTION OF FACILITIES. Licensee warrants that
all products and services it advertises, distributes, provides and
sells under the Licensed Marks shall be substantially identical to and
of no lesser quality than the quality standards and specifications
described in Section 3.1 hereof. Licensee shall submit to Licensor for
prior written approval any proposed material change to any of the
Business Services which could affect in any material respect the
quality standards.
3.4 RESCISSION OF APPROVAL. Licensee shall promptly remove from sale or
distribution any product or associated artwork or materials to which
Licensor rescinds approval as the result of inspection or evaluation
under this Section 3. Licensor will not unreasonably rescind approval
of any Business Services, use of the Licensed Marks or any materials
previously approved.
3.5 SUBSTANDARD QUALITY. In the event that the quality of the Business
Services or any marketing, packaging or other materials bearing any
Licensed Xxxx falls below the acceptable level (as defined in Section
3.1) as determined by Licensor in its reasonable discretion, Licensee
shall, promptly correct or cease the use as instructed by Licensor.
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3.6 DISPOSAL OF UNAPPROVED/SUBSTANDARD MATERIALS. Licensee shall, upon
Licensor's direction, ship to Licensor or destroy and certify such
destruction, all unapproved, rescinded, or substandard materials using
any Licensed Xxxx.
4. TERM
4.1 TERM. This Agreement shall be effective as of the Effective Date and
shall remain in full force and effect unless or until terminated in
accordance with Section 4.2.
4.2 TERMINATION OF AGREEMENT. Licensor may terminate the rights granted in
Section 1.1: (i) if Licensee materially breaches the terms of this
Agreement and fails to cure within thirty (30) days of receipt of
written notice of such breach from Licensor; or (ii) immediately upon
notice, not withstanding any other provision of this Agreement, if
Licensee uses the Licensed Marks in any manner in connection with any
pornographic, obscene or other scandalous products; or (iii)
immediately upon notice, if Licensee makes an assignment for the
benefit of creditors, files a petition under the bankruptcy or
insolvency laws of any jurisdiction, appoints a trustee or receiver for
its property or business, or is adjudicated bankrupt or insolvent.
4.3 EFFECT OF TERMINATION. Upon expiration or cessation of all of
Licensee's obligations under the Reinsurance Agreement, Licensee shall
immediately cease and desist from any and all use of the Licensed Marks
in connection with the Reinsured Business (except to the extent such
Reinsured Business is otherwise a Business Service), including but not
limited to any marketing, distribution, sales or promotional materials
bearing the Licensed Marks. Upon expiration or termination of the
Servicing Agreement for Direct Business, Licensee shall immediately
cease and desist from any and all use of the Licensed Marks in
connection with the Direct Business (except to the extent such Direct
Business is otherwise a Business Service), including but not limited to
any marketing, distribution, sales or promotional materials bearing the
Licensed Marks. Upon a termination of Licensee's rights in accordance
with Section 4.2 above, Licensee shall immediately cease and desist
from any and all use of the Licensed Marks, including but not limited
to any marketing, distribution, sales or promotional materials bearing
the Licensed Marks, and shall, in accordance with Section 3.6, ship to
Licensor or destroy all materials using any Licensed Xxxx.
5. OWNERSHIP, GOODWILL AND PROTECTION
5.1 ACKNOWLEDGMENT. Licensee will never represent that it is the owner of
the Licensed Marks and shall not attempt to register or maintain any
registrations for the Licensed Marks alone or as part of its own
trademark or service xxxx in any jurisdiction. Licensee will use the
Licensed Marks only in the manner and in the geographic region
specified in this Agreement. Licensee agrees that it will not at any
time attack Licensor's rights in the Licensed Marks. The Parties
expressly intend and agree that all use of the Licensed Marks and all
goodwill deriving therefrom shall inure to the sole benefit of
Licensor.
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5.2 CONFUSINGLY SIMILAR MARKS. Licensee shall not use or authorize use at
any time of any xxxx, name, design, logo or other designation
confusingly similar to the Licensed Marks.
5.3 GOODWILL. Licensee recognizes the value of the publicity and goodwill
associated with the Licensed Marks, acknowledges that the Licensed
Marks and any marks confusingly similar to the Licensed Marks have
acquired secondary meaning, and that all related rights and goodwill
belong and will belong exclusively to Licensor.
5.4 REASONABLE ASSISTANCE. Licensee agrees to provide Licensor with such
reasonable assistance as Licensor may request in obtaining any
protection of the Licensed Marks, at Licensor's expense.
5.5 THIRD PARTY UNAUTHORIZED USE OF LICENSED MARKS.
(A) NOTIFICATION. Each Party agrees to notify the other Party, in
writing, of any use that it believes may constitute an infringement
or unfair competition involving Licensed Marks relating to the
Business Services, or any claim by a third party that use of the
Licensed Marks by Licensor or Licensee infringes the rights of any
third party.
(B) PROTECTION/ENFORCEMENT.
(i) Notwithstanding any other provision contained herein, as
between the parties, Licensor shall have the initial right to
protect and enforce Licensor's intellectual property rights in the
Licensed Marks, whether registered or unregistered. In the event
that Licensor fails to protect or enforce Licensor's rights within
ninety (90) days of Licensor becoming aware of any violation or
threatened violation of a Licensed Xxxx, Licensee shall have the
right to protect and enforce Licensor's rights, in the name of
Licensee and/or Licensor.
(ii) Licensor may, in its discretion, initiate any proceedings with
respect to any claim for actual or threatened infringement or
dilution of the Licensed Marks. Licensee shall cooperate with
Licensor in its prosecution of any such claim. Licensor shall
reimburse Licensee for Licensee's reasonable costs and expenses
(including reasonable attorneys' fees) incurred in the course of
its cooperation or any such proceedings. Licensor shall be entitled
to the entirety of any monetary award resulting from any claim
prosecuted by Licensor. In the event that Licensor fails to
initiate any proceeding with respect to any actual or threatened
infringement or dilution of the Licensed Marks within ninety (90)
days of Licensor becoming aware of such actual or threatened
infringement or dilution, Licensee, may, in its discretion,
initiate any proceedings with respect to any such claim in its name
and/or the name of Licensor. Licensor shall cooperate with Licensee
in its prosecution of any such claim. Licensee shall reimburse
Licensor for Licensor's reasonable costs and expenses
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(including reasonable attorneys' fees) incurred in the course of
its cooperation or any such proceedings. Licensee shall be entitled
to the entirety of any monetary award resulting from any claim
prosecuted by Licensee.
5.6 MAINTENANCE. Licensor shall maintain its trademark registration in its
sole discretion and Licensor shall not be obligated to maintain any
federal or state registrations for the Licensed Marks. Licensee will
cooperate with Licensor as reasonably requested by Licensor and will
provide examples of Licensee's use of the Licensed Marks upon
Licensor's reasonable request. Once every six months, at a time
designated by Licensor, Licensee will provide to Licensor specimens
evidencing Licensee's continuing use of each of variations of the
Licensed Marks.
6. REPRESENTATION, WARRANTY AND INDEMNITY
6.1 REPRESENTATION AND WARRANTY. Licensor and Licensee each represents and
warrants that it is authorized to enter into this Agreement and that
there is no existing agreement with any third party that prevents it
from granting the rights or complying with its obligations under this
Agreement. Licensor hereby represents and warrants to Licensee that (a)
Licensor owns all right, title and interest in and to the Licensed
Marks, including, without limitation, the registrations set forth in
Schedule A, (b) to the best of Licensor's knowledge, there are no
judicial or adversarial administrative proceedings pending or
threatened against it involving any of the Licensed Marks which: (i)
challenge ownership or the validity of any of the Licensed Marks, or
(ii) allege that the use of any of the Licensed Marks in the manner
contemplated hereunder infringes upon the intellectual property rights
of any third party, and (c) to Licensor's knowledge, no third party is
violating any of the Licensed Marks.
6.2 INDEMNITY. Licensor shall defend, indemnify and hold harmless Licensee,
its affiliates and their respective officers, employees directors and
agents from and against any losses, liabilities, claims, damages,
obligations, payments, costs and expenses, including, but not limited
to, any amounts paid in settlement thereof and reasonable attorney fees
arising out of or based upon a breach of Section 6.1. Licensee shall
defend, indemnify and hold harmless Licensor, its affiliates and their
respective officers, employees directors and agents from and against
any losses, liabilities, claims, damages, obligations, payments, costs
and expenses, including, but not limited to, any amounts paid in
settlement thereof and reasonable attorney fees arising solely out of
or based solely upon any third party claim which asserts that
Licensee's use of the Licensed Marks infringes such third party's
trademarks or service marks, when Licensee's use is outside the scope
of the license granted herein.
7. INJUNCTIVE RELIEF/DAMAGES
7.1 INJUNCTIVE RELIEF. It is expressly agreed that Licensor would suffer
irreparable harm from a material breach by Licensee of any of its
covenants contained in this Agreement, and that remedies other than
injunctive relief cannot fully compensate
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or adequately protect Licensor for such a violation. Therefore, without
limiting the right of Licensor to pursue all other legal and equitable
remedies available for violation of this Agreement, in the event of
actual or threatened material breach by Licensee of any of the
provisions of this Agreement, Licensee consents that Licensor shall be
entitled to injunctive or other relief in order to enforce or prevent
any such violation or continuing violation thereof. Licensee agrees not
to raise the defense of an adequate remedy at law in any such
proceeding. Licensee acknowledges and agrees that the provisions of
this paragraph are reasonably necessary and commensurate with the need
to protect Licensor against irreparable harm and to protect its
legitimate and proprietary business interests and property.
7.2 DAMAGES. except for damages payable by licensee OR LICENSOR to
third parties for which EITHER PARTY is required to indemnify THE OTHER
hereunder, Neither Party shall be liable for special, indirect,
incidental, punitive, consequential or any similar damages (including,
without limitation, damages for loss of business profits, business
interruption or any other loss), whether or not caused by or resulting
from the negligence of such Party even if such Party has been advised
of the possibility of such damages.
8. MISCELLANEOUS
8.1 NOTICES. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly
given two (2) business days after it is sent, if it is sent by
registered or certified mail, return receipt requested, postage
prepaid, and addressed to the intended recipient as set forth below:
If to Licensor:
Great American Insurance Company
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attn: General Counsel
If to Licensee:
Infinity Property and Casualty Corporation
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn: General Counsel
Any Party may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the address set
forth above using any other means (including personal delivery,
expedited courier, messenger service,
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telecopy, telex, ordinary mail, or electronic mail), but no such
notice, request, demand, claim, or other communication shall be deemed
to have been duly given unless and until it actually is received by the
intended recipient. Any Party may change the address to which notices,
requests, demands, claims, and other communications hereunder are to be
delivered by giving the other Parties notice in the manner herein set
forth.
8.2 INDEPENDENT CONTRACTORS. It is understood that the relationship between
the Parties shall be that of independent contractors, that neither
Party shall have any right or power to obligate, bind, or commit the
other to any expense, liability, or matter other than as expressly
provided and authorized in this Agreement, and that the officers,
employees, and agents or other representatives of one Party shall not
be deemed expressly or impliedly the employees, partners, joint
ventures or agents of the other.
8.3 COUNTERPARTS. This Agreement may be executed in one (1) or more
counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.
8.4 ELECTION OF REMEDIES. The remedies provided herein are not exclusive of
any other lawful remedies which may be available, and a Party's
election of a remedy shall not constitute an exclusive election of
remedies.
8.5 CHOICE OF LAW. This Agreement shall be governed by and construed and
enforced in accordance with the internal substantive laws of the State
of Ohio, without regard to conflicts of laws principles.
8.6 FURTHER ASSURANCES AND COOPERATION. Each Party agrees to execute and
deliver to the other Party such other instruments, documents, and
statements, including without limitation, instruments and documents of
recordation, assignment, transfer, conveyance, and clarification and
take such other action as may be reasonably necessary or convenient in
the reasonable discretion of the requesting Party to carry out more
effectively the purposes of this Agreement.
8.7 INTERPRETATION AND CONSTRUCTION. The section and paragraph titles are
intended solely for convenience and shall not affect the construction
or interpretation of any of the provisions of this Agreement. The
Parties have participated jointly in the negotiation and drafting of
this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted
jointly by the Parties, at arm's length and with the advice and
participation of counsel, and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of
any of the provisions of this Agreement. Any reference to any federal,
state, local, or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context
requires otherwise. The word "including" shall mean including without
limitation.
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8.8 ENTIRE AGREEMENT. This Agreement (including SCHEDULE A incorporated
herein) along with the Formation and Separation Agreement, Services
Agreement, Servicing Agreement for Direct Business and Reinsurance
Agreement constitutes the entire agreement among the Parties and
(except with respect to the Formation and Separation Agreement,
Services Agreement and Reinsurance Agreement) supersedes any prior
understandings, agreements, or representations by or among the
Parties, written or oral, to the extent they have related in any way
to the subject matter hereof. Neither Party, nor any shareholder,
officer or director thereof, has made or shall be deemed to have made
to the other, or to any affiliate thereof, any representation or
warranty with respect to the subject matter of this Agreement except
as expressly set forth in this Agreement.
8.9 SEVERABILITY. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.
8.10 SURVIVAL OF RIGHTS AND OBLIGATIONS. Sections 1.2, 4.3, 5.1, 5.2, 5.3,
6.2, 7 and 8 of this Agreement shall survive the termination of this
Agreement.
8.11 AMENDMENT AND WAIVER. No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by both
of the Parties. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or
subsequent default, misrepresentation, or breach of warranty or
covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such occurrence. Neither the failure nor
any delay by any Party in exercising any right, power or privilege
under this Agreement will operate as a waiver of any right, power or
privilege under this Agreement. In addition, no notice to or demand on
one Party will be deemed a waiver or any obligation of such Party or
of the right of the Party giving such notice or demand to take further
actions without notice or demand as provided in this Agreement.
8.12 ASSIGNMENT. This Agreement and Licensee's rights hereunder may be
assigned by Licensee only upon the prior written consent from
Licensor, which consent may be given or withheld in the sole
discretion of Licensor. Any assignment of this Agreement or the rights
of Licensee by Licensee hereunder not in compliance with this Section
shall be void ab initio and of no legal effect.
[Remainder of this page intentionally blank. Signature page to follow.]
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IN WITNESS WHEREOF, the following signatures represent that the Parties
have read this Agreement in its entirety, including the incorporated and
attached Schedule, and by their execution below have agreed to all its terms and
conditions.
LICENSOR: LICENSEE:
GREAT AMERICAN INSURANCE INFINITY PROPERTY AND
COMPANY CASUALTY CORPORATION
By: By:
--------------------------------- -----------------------------------
Printed: Printed:
---------------------------- ------------------------------
Title: Title:
------------------------------ --------------------------------
LICENSE AGREEMENT
SCHEDULE A
LICENSED MARKS
GREAT AMERICAN MARKS
TRADEMARK REG./SERIAL NO. REG./FILING DATE STATUS
--------------------------------------------------------------------------------------
Great American 1,226,885 02-08-1983 Registered
--------------------------------------------------------------------------------------
Great American & Design 2,419,899 01-09-2001 Registered
--------------------------------------------------------------------------------------
Great American Insurance
Companies 1,586,084 03-06-1990 Registered
--------------------------------------------------------------------------------------
Great American Insurance
Companies & Design 2,435,758 03-13-2001 Registered
--------------------------------------------------------------------------------------
Great American Insurance Group 2,644,054 10-29-2002 Registered
--------------------------------------------------------------------------------------
Great American Insurance Group
& Design 76/176,179 12-05-2000 Pending
--------------------------------------------------------------------------------------
Great American Driverclub
& Design 2,499,142 10-16-2001 Registered
--------------------------------------------------------------------------------------
Great Additions 1,829,010 03-29-1994 Registered
--------------------------------------------------------------------------------------
Great Choices 2,098,884 09-23-1997 Registered
--------------------------------------------------------------------------------------
Great Drivers 1,889,438 04-11-1995 Registered
--------------------------------------------------------------------------------------
Great Drivers Select 2,128,658 01-13-1998 Registered
--------------------------------------------------------------------------------------
Great Places 1,825,958 03-08-1994 Registered
--------------------------------------------------------------------------------------
Great Quote 2,572,282 05-21-2002 Registered
--------------------------------------------------------------------------------------
Great Rewards 2,648,646 11-12-2002 Registered
--------------------------------------------------------------------------------------
Design (Great American Logo) 2,553,139 03-26-2002 Registered
--------------------------------------------------------------------------------------
Drive with Greater Confidence 2,646,523 11-05-2002 Registered
--------------------------------------------------------------------------------------
PERSONAL LINES MARKS
TRADEMARK REG./SERIAL NO. REG./FILING DATE STATUS
--------------------------------------------------------------------------------------
Driverclub & Design 2,636,426 10-15-2002 Registered
--------------------------------------------------------------------------------------
American Spirit 1,536,767 04-25-1989 Registered
--------------------------------------------------------------------------------------
TRADEMARK REG./SERIAL NO. REG./FILING DATE STATUS
--------------------------------------------------------------------------------------
American Spirit & Design 1,767,639 04-27-1993 Registered
--------------------------------------------------------------------------------------
Navigator 1,091,962 05-23-1978 Registered
--------------------------------------------------------------------------------------
Select Driver 1,381,776 02-04-1986 Registered
--------------------------------------------------------------------------------------
Super Additions 1,984,729 07-02-1996 Registered
--------------------------------------------------------------------------------------
Level of Relationship 2,258,993 07-06-1999 Registered
--------------------------------------------------------------------------------------
Gold Protection Plan 2,430,296 02-20-2001 Registered
--------------------------------------------------------------------------------------
The Safe Driver Network 1,647,652 06-11-1991 Registered
--------------------------------------------------------------------------------------
Your Driving Partner 76/012,022 03-29-2000 Pending
--------------------------------------------------------------------------------------
Steering Column 2,599,728 07-23-2002 Registered
--------------------------------------------------------------------------------------
Transmission 76/437,549 08-02-2002 Pending
--------------------------------------------------------------------------------------
A Relationship that Pays 2,517,383 12-11-2001 Registered
--------------------------------------------------------------------------------------
