Information on the Proposed Acquisition of Control of
Sheboygan Falls Mutual Insurance Company, filed by
Donegal Mutual Insurance Company

On December 28, 2006, Donegal Mutual Insurance Company, domiciled in Pennsylvania, made a Form A filing to acquire control of Sheboygan Falls Mutual Insurance Company, domiciled in Wisconsin.

Under the proposed transaction:

• Donegal Mutual Insurance Company (DMIC) would purchase a contribution note for $3,500,000 from Sheboygan Falls Mutual Insurance Company (SFMIC).
• Four of eight SFMIC directors would retire (there is one vacancy), the number of SFMIC directors would be expanded to ten, and six designees of DMIC would be appointed to SFMIC's board.
• DMIC would enter into a Services Agreement and a Technology License Agreement with SFMIC, and SFMIC would enter into employment agreements with its principal officers.
• SFMIC would enter into a reinsurance agreement with DMIC, under which SFMIC would cede 100% of its business to DMIC and DMIC will immediately retrocede this business back to SFMIC (to assist SFMIC in obtaining an improved rating from A.M. Best).
• SFMIC's board would approve amended and restated Bylaws.

The filing, along with all pertinent correspondence and statutorily required information, will be placed in this section of OCI's Web site. (Donegal has blacked out certain personal information of its Directors and Officers, such as social security number and home address.)

Notations on Accessing Information

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Forms and other documents filed by Donegal Group, Inc., with the U.S. Securities and Exchange Commission may be accessed on that agency's Web site at http://www.sec.gov.

Financial information concerning individual insurance companies, including key annual statement pages, may be accessed on the Consumers Information Source section of the National Association of Insurance Commissioners' Web site at http://www.naic.org/cis/.

Application Material Filed on December 28, 2006

• Table of Contents
• Form A--Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer filed by Donegal Mutual Insurance Company (DMIC) with respect to Sheboygan Falls Mutual Insurance Company (SFMIC)
• Contribution Note Purchase Agreement, dated as of December 27, 2006, between DMIC and SFMIC
• Proposed form of the Contribution Note to be issued by SFMIC to DMIC
• NAIC Biographical Affidavit of each proposed DMIC designee for appointment to the Board of Directors of SFMIC and each executive officer of DMIC
• Proposed form of the Services Agreement between DMIC and SFMIC
• Proposed form of Technology License Agreement between DMIC and SFMIC
• Proposed form of Employment Agreement between SFMIC and Lee Wilcox
• Proposed form of Employment Agreement between SFMIC and its executive officers other than Lee Wilcox
• Proposed form of Retrocessional Reinsurance Agreement between DMIC and SFMIC
• Form of Amended and Restated Bylaws of SFMIC to be adopted by the Board of Directors of SFMIC
• 2005 Annual Report to Stockholders of Donegal Group Inc. (DGI)
• Proxy Statement of DGI for its 2006 Annual Meeting of Stockholders
• Form 10-K Annual Report of DGI for the year ended December 31, 2005, as filed with the Securities and Exchange Commission (without exhibits)
• Insurance Holding Company System Annual Registration Statement of DMIC for the year ended December 31, 2005, as filed with the Insurance Department of the Commonwealth of Pennsylvania (including 3 Amendments)
• Amendment No. 15 to Schedule 13D of DMIC

• Donegal Mutual Insurance Company annual statement as of December 31, 2001
  (file size 10,340)
• Donegal Mutual Insurance Company annual statement as of December 31, 2002
  (file size 9,612)
• Donegal Mutual Insurance Company annual statement as of December 31, 2003
  (file size 31,501)
• Donegal Mutual Insurance Company annual statement as of December 31, 2004
  (file size 9,469)
• Donegal Mutual Insurance Company annual statement as of December 31, 2005
  (file size 10,338)

Letter from OCI dated February 16, 2007

• Letter to Donald H. Nikolaus, President and CEO, Donegal Mutual Insurance Company, from Peter Medley, OCI, dated February 16, 2007

Response from Donegal Mutual Insurance Company dated March 19, 2007

• Letter to Peter Medley, OCI, from Frederick W Dreher, counsel for Donegal Mutual Insurance Company
• Appendix 1: Documents related to the demutualization of Le Mars Mutual Insurance Company of Iowa
• Appendix 1A: Independent Auditors' Report of Le Mars Mutual Insurance Company of Iowa for the year ending December 31, 2002
• Appendix 2: Proposed letter concerning retrocessional reinsurance to be signed by Donald H. Nikolaus, President and CEO of Donegal Mutual Insurance Company
• Appendix 3: A.M. Best Methodology, January 31, 2005
• Appendix 4: Schedule 3 documents referred to but not previously filed
• Appendix 5: Boards of Directors of Donegal Mutual Insurance Company and related companies
• Donegal Mutual Insurance Company annual statement as of December 31, 2006
  (file size 755)

Response from Donegal Mutual Insurance Company dated April 27, 2007

• Letter to Peter Medley, OCI, from Frederick W Dreher, counsel for Donegal Mutual Insurance Company
• Proposed form of the Services Agreement between DMIC and SFMIC as amended
• Contribution Note Purchase Agreement Amendment 1 between DMIC and SFMIC
• Proposed form of the Contribution Note to be issued by SFMIC to DMIC as amended
• Proposed form of Retrocessional Reinsurance Agreement between DMIC and SFMIC as amended
• Proposed revised By-laws of SFMIC

Other related Documents and Final Decision concerning the Proposed Acquisition of Control of Sheboygan Falls Mutual Insurance Company by Donegal Mutual Insurance Company

• Email from Peter Medley dated April 20, 2007, to Anne E. Ross
• Letter from Donegal Mutual Insurance Company to Peter Medley, OCI
• Signed Amendment to Contribution Note between DMIC and SFMIC
• Memorandum concerning Acquisition of Control of Sheboygan Falls Mutual Insurance Company by Donegal Mutual Insurance Company
• List of Exhibits concerning Acquisition of Control of SFMIC by DMIC
• Notice of Hearing and Waivers of Notice concerning Acquisition of Control of SFMIC by DMIC
• Proposed Decision concerning Acquisition of Control of SFMIC by DMIC
• Final Decision concerning Acquisition of Control of SFMIC by DMIC
• Waiver of Right to Object to Decision concerning Acquisition of Control of SFMIC by DMIC