Great AmericanInsurance Co.'s agreementto acquire includesa $13.5 million termination fee if the National Interstate board finds a betteroffer and recommends it before the deal with Great American closes.

Great American could recover up to about $4.0 million in feesand expenses from National Interstate if the board recommends against the agreementunder a circumstance in which the fee is not payable, according to a federal document.

Great American could also be reimbursed for that amount if NationalInterstate shareholders reject the deal in lieu of another offer or if NationalInterstate was found to have breached its representations, warranties or covenantswith another buyer available.