Exhibit 99
                       
                            SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14 (a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [  ]

Check the appropriate box:

[ ]   Preliminary Proxy Statement    [ ] Confidential, for Use of the Commission
                                         Only
                                        (as permitted by Rule 14a-6(e)(2))

[X]   Definitive Proxy Statement
[ ]   Definitive Additional Materials
[ ]   Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                        Symons International Group, Inc.
_______________________________________________________________________________
                (Name of Registrant as Specified In Its Charter)

_______________________________________________________________________________
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

    1)     Title of each class of securities to which transaction applies:
           ...................................................................
    2)     Aggregate number of securities to which transaction applies:
           ...................................................................
    3)     Per unit price or other underlying value of transaction computed
           pursuant to Exchange Act Rule 0-11
           (Set forth the amount on which the filing fee is calculated and state
            how it was determined):
           ...................................................................
    4)     Proposed maximum aggregate value of transaction:
           ...................................................................
    5)     Total fee paid:
           ....................................................................

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as  provided  by  Exchange
    Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting
    fee was paid  previously.  Identify the previous filing by registration
    statement number, or the Form or Schedule and the date of its filing.

    1)     Amount Previously Paid:
           ...................................................................
    2)     Form, Schedule or Registration Statement No.:
           ...................................................................
    3)     Filing Party:
           ...................................................................
    4)     Date Filed:
           ...................................................................


<PAGE>
                        SYMONS INTERNATIONAL GROUP, INC.
                                 FORM OF PROXY
            PROXY SOLICITED BY MANAGEMENT OF THE CORPORATION FOR THE
      ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, JUNE 16, 1999

         The undersigned  shareholder of Symons  International  Group, Inc. (the
"Corporation") hereby appoints G. Gordon Symons, Chairman of the Board, or  Alan
G. Symons,  CEO, or  each of them, or instead of either G. Gordon Symons or Alan
G.  Symons,  ____________________  __________________________,  as Proxy for the
undersigned, to attend, vote and act for and on behalf of the undersigned at the
Annual Meeting of the  Shareholders of the Corporation to be held at the City of
Indianapolis  on June 16, 1999, and at any  adjournment thereof,  in the  same
manner,  to the same extent and with the same power as if the  undersigned  were
present at the Meeting or any adjournment  thereof,  and the undersigned  hereby
revokes any former instrument appointing a Proxy for the undersigned at the said
Meeting or at any adjournment thereof.

The Shares represented by this Proxy are to be:

1.  Election of Directors
    | | VOTED FOR all Nominees listed below   | | WITHHOLD AUTHORITY to vote for
    (except as marked to the contrary below)      all Nominess listed below:

              G. Gordon Symons, John K. McKeating, David R. Doyle

INSTRUCTION: To withhold authority to vote for any individual Nominee,
write that Nominee's name on the space provided below:

________________________________________________________________

2.  VOTED FOR___  VOTED AGAINST___  ABSTAINED___  in the appointment of the
                                                  Auditor and the authorization
                                                  of the Directors to fix the
                                                  Auditor's remuneration.

DATED this ______ day of _______________, 1999.



 ..................................................
Signature of Shareholder

Notes:
1.       The persons designated in this form of proxy are named by management. A
         shareholder  entitled  to vote at the  meeting has the right to appoint
         some other person, who need not be a shareholder, to attend and act for
         him on his  behalf at the  meeting  other  than the  persons  specified
         above.  Such right may be exercised by inserting the name of the person
         to be appointed in the blank space provided in this form of proxy or by
         completing  another form of proxy and, in either case,  delivering  the
         completed  proxy  to the  Corporation.
2.       If this  Form of Proxy is to be utilized,  it should be dated and must
         be signed by the shareholder or his attorney authorized in writing. If
         this Form of Proxy is not dated in the space  provided,  it will be
         deemed to bear the date on which it was mailed  to  shareholders.
3.       If  it  is  desired  that  the  shares represented  by  this  Proxy are
         to be withheld from  voting  in the election of Directors or the
         appointment of the auditor, the appropriate box or boxes above must be
         marked.
4.       Unless otherwise specified  the shares represented by this proxy will
         be voted. If a choice is specified with respect to any or all of the
         matters to be dealt with at the Meeting referred to above,  such shares
         will be voted in accordance with the specification  made. If no choice
         is specified, it is intended to vote such  shares in favor of the
         election  of Directors and the reappointment of the Corporation's
         Auditor.  This proxy confers authority to do so.
5.       This Proxy confers discretionary authority  upon the person or persons
         specified above with respect to amendments or variations to matters
         identified in the notice of Annual Meeting accompanying this Proxy and
         other matters as may properly come before the Meeting.
6.       This Proxy should be voted, dated and signed and returned in the
         enclosed envelope to National City Bank, Corporate Trust Operations,
         3rd Floor, North Annex, 4100 West 150th Street, Cleveland, Ohio
         44135-1385, or presented in person at the Annual Meeting to be held
         June 16, 1999 at 4720  Kingsway  Drive, Indianapolis, Indiana, at
         10:00 a.m.

<PAGE>

                        SYMONS INTERNATIONAL GROUP, INC.
                               4720 KINGSWAY DRIVE
                           INDIANAPOLIS, INDIANA 46205

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           To Be Held On June 16, 1999

         NOTICE IS HEREBY  GIVEN that the  Annual  Meeting  of  Shareholders  of
Symons  International  Group,  Inc.  ("Company")  will be held at the  Company's
offices, 4720 Kingsway Drive, Indianapolis, Indiana on Wednesday, June 16, 1999,
at 10:00 a.m., Indianapolis time.

         The Annual Meeting will be held for the following purposes:

         1.  Election of Directors.  Election of 3 Directors for terms to expire
             in 2002.

         2.  Selection of Auditors.  Ratification of the appointment of
             PricewaterhouseCoopers LLP as auditors for the Company for the
             year ending December 31, 1999.

         3.  Other Business.  Such other matters as may properly come before the
             meeting or any adjournment thereof.

         Shareholders of record as of the close of  business  on April 30, 1999
are entitled to vote at the meeting or any adjournment thereof.

         Please read the enclosed Proxy  Statement  carefully so that you may be
informed  about the  business to come  before the  meeting,  or any  adjournment
thereof. At your earliest  convenience,  please sign and return the accompanying
Proxy in the postage-paid envelope furnished for that purpose.

         A copy of the Company's  Annual Report for the year ended  December 31,
1998 is  enclosed.  The  Annual  Report  is not a part of the  Proxy  soliciting
material enclosed with this letter.

                                          FOR THE BOARD OF DIRECTORS




                                          Alan G. Symons
                                          Chief Executive Officer

                                                          Indianapolis, Indiana
                                                                 April 13, 1999

IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL  MEETING,  PLEASE SIGN,  DATE AND
COMPLETE  THE  ENCLOSED  PROXY AND  RETURN  IT IN THE  ENCLOSED  ENVELOPE  WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

<PAGE>

                        SYMONS INTERNATIONAL GROUP, INC.
                               4720 Kingsway Drive
                           Indianapolis, Indiana 46205








                                 PROXY STATEMENT

         The accompanying Proxy is solicited by the Board of Directors of Symons
International  Group,  Inc.  (the  "Company")  for use at the Annual  Meeting of
Shareholders  to be held June 16, 1999 and any  adjournments  thereof.  When the
Proxy is properly executed and returned,  the shares it represents will be voted
at the meeting in  accordance  with any  directions  noted on that Proxy.  If no
direction is  indicated,  the Proxy will be voted in favor of the  proposals set
forth in the Notice attached to this Proxy Statement.

         The  election of  Directors  will be  determined  by a plurality of the
shares present in person or represented by Proxy. Abstentions,  broker non-votes
and  instructions on the accompanying  Proxy Card to withhold  authority to vote
for one or more nominees  might result in some nominees  receiving  fewer votes.
However,  the number of votes  otherwise  received  by the  nominee  will not be
reduced by such action.  The holder of each outstanding share of common stock is
entitled to vote for as many persons as there are  Directors to be elected.  All
other  matters to come before the meeting  will be approved if the votes cast in
favor exceed the votes cast against.  Any  abstention or broker  non-vote on any
such  matter will not change the number of votes cast for or against the matter,
however,  such abstaining shares will be counted in determining whether a quorum
is  present  pursuant  to the  applicable  provisions  of the  Indiana  Business
Corporation Law.

         The Board of Directors  knows of no matters,  other than those reported
herein,  which are to be brought before the meeting.  However,  if other matters
properly  come before the meeting,  it is the  intention of the persons named in
the enclosed Form of Proxy to vote such Proxy in accordance  with their judgment
on such matters.  Any  shareholder  giving a Proxy has the power to revoke it at
any time before it is voted by a written  notice  delivered to the  Secretary of
the Company or in person at the meeting. The approximate date of mailing of this
Proxy Statement is May 5, 1999.

                                       3

<PAGE>

                     VOTING SECURITIES AND BENEFICIAL OWNERS

         Only  shareholders  of record as of the close of  business on April 30,
1999 will be entitled to vote at the Annual Meeting.  On the Record Date,  there
were  10,455,999  shares  of Common  Stock  outstanding,  the only  class of the
Company's stock which is currently outstanding.

         The  following  table  shows, as of  April 10,  1999, the  number  and
percentage  of shares of Common  Stock held by each person  known to the Company
who owned  beneficially more than 5% of the issued and outstanding  Common Stock
of the Company and Goran Capital Inc.  ("Goran") and the ownership  interests of
the Company's and Goran's Directors and Named Executive Officers:

<TABLE>
<CAPTION>

                         Symons International
                              Group, Inc.                Goran Capital Inc.

                      Amount and Nature   Percent    Amount and Nature   Percent
Name of                   of Beneficial      of         of Beneficial       of
Beneficial Owner            Ownership      Class          Ownership       Class 

<S>                        <C>             <C>            <C>             <C>

G. Gordon Symons1           643,900         5.4%          2,411,645       36.3%

Alan G. Symons2             383,400         3.2%            785,535       11.8%

Douglas H. Symons3          201,300         1.7%            281,105        4.2%

Robert C. Whiting4           24,800          *               20,000         *

James G. Torrance, Q.C.5     14,000          *                8,000         *

David R. Doyle6              15,000          *                  -0-         *

John K. McKeating7           12,000          *                6,000         *

David B. Shapira11+           4,000          *              107,000        1.6%

J. Ross Schofield12+          4,000          *               10,800         *

Goran Capital Inc.14      7,000,000        58.8%             ------

Symons International
Group Ltd.8                   -----                        1,646,413      24.8%

Dennis G. Daggett9           56,500          *                37,000        *

Roger S. Sullivan10          48,000          *                17,000        *

All Executive Officers and
Directors as a Group 13   1,525,850        12.8%           3,748,651      56.4%

</TABLE>
* Less than 1% of class
+ Goran Director that is not a member of the Symons International Group, Inc.
  Board

                                        4

<PAGE>

1    With respect to Symons  International  Group, Inc., 10,000 shares are owned
     directly  and 633,900 are subject to option.  With respect to the shares of
     Goran Capital Inc.,  479,111  shares are held by trusts of which Mr. Symons
     is the  beneficiary,  286,121 are subject  to option and  1,646,413  of the
     shares indicated are owned by Symons International Group Ltd., of which Mr.
     Symons is the controlling  shareholder.  Mr. Symons resides at 2 Paynter's
     Road, Tuckerstown, Bermuda HS02.
2    With respect to Symons  International  Group, Inc., 62,500 shares are owned
     directly  and  320,900  shares are subject to option.  With  respect to the
     shares of Goran  Capital Inc.,  557,965 are owned  directly and 227,570 are
     subject to option.
3    With respect to Symons  International  Group, Inc., 28,500 shares are owned
     directly  and  172,800  shares are subject to option.  With  respect to the
     shares of Goran  Capital  Inc.,  251,455 are owned  directly and 29,650 are
     subject to option.
4    Mr. Whiting owns 14,800 shares of Symons International Group, Inc. directly
     and 10,000 shares are subject to option.  With respect to Goran Capital
     Inc., all shares indicated are owned directly.
5    Mr. Torrance owns 4,000 shares of Symons International Group, Inc. directly
     and 10,000  shares are  subject to option.  With  respect to Goran  Capital
     Inc.,  2,000  shares are owned  directly  and 6,000  shares are  subject to
     option.
6    Mr. Doyle owns 5,000 shares of Symons International Group, Inc. directly
     and 10,000 shares are subject to option.
7    Mr. McKeating owns 2,000 shares of Symons International Group, Inc.
     directly and 10,000 shares are subject to option. With respect to Goran
     Capital Inc., 2,000 shares are owned directly and 4,000 shares are subject
     to option.
8    Mr. G. Gordon Symons is the controlling shareholder of Symons International
     Group Ltd., a private company.
9    Mr. Daggett owns 0 shares of Symons International Group, Inc. directly and
     56,500 shares are subject to option.  With respect to Goran Capital Inc.,
     37,000 shares are subject to option.
10   Mr.  Sullivan  owns 0 shares of Symons  International  Group  directly  and
     48,000  shares are  subject to  option.  Mr.Sullivan  also owns 0 shares of
     Goran Capital Inc. directly and 17,000 shares are subject to option.
11   Mr. Shapira owns 1,000 shares of Symons  International Group, Inc. directly
     and 3,000 shares are subject to option. With respect to Goran Capital Inc.,
     100,000 shares are held directly and 7,000 shares are subject to option.
12   Mr.  Schofield  owns  1,000  shares of  Symons  International  Group,  Inc.
     directly  and 3,000  shares are  subject to option.  With  respect to Goran
     Capital Inc.,  3,800 shares are owned directly and 7,000 shares are subject
     to option.
13   Totals and percentage numbers are calculated on a fully diluted basis.
14   Goran's office address is 181 University Avenue, Box 11, Suite 1101,
     Toronto, Ontario Canada M5H 3M7.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  Officers and  Directors,  as well as persons who own more than 10% of
the outstanding common shares of the Company,  to file reports of ownership with
the Securities and Exchange Commission. Officers, Directors and greater than 10%
shareholders  are  required to furnish  the  Company  with copies of all Section
16(a)  forms  they  file.  Based  solely on its  review of copies of such  forms
received by it, or written  representations  from certain reporting persons that
no reports were  required for those  persons,  the Company  believes that during
1998, all filing requirements applicable to its Officers,  Directors and greater
than 10% shareholders  were met with the exception of one report with respect to
Robert C. Whiting due August 10, 1998 and filed on October 26, 1998.

                                    PROPOSALS

PROPOSAL NO. 1: ELECTION OF DIRECTORS

         The  Directors  of the Company are divided  into three  classes and are
elected  to hold  office  for a three year term or until  their  successors  are
elected and qualified. The election of each class of Directors is staggered over
each three-year  period.  All Directors of the Company were initially elected by
Goran  as the sole  shareholder  of the  Company  prior  to the  initial  public
offering ("IPO") of the Company which occurred on November 5, 1996.

                                       5

<PAGE>

<TABLE>
<CAPTION>
                                                              Director   Term to 
Name                Age   Present Principal Occupation        Since      Expire  

<S>                 <C>                                        <C>         <C>          
G. Gordon Symons    77    Chairman of the Board of             1987        1999         
                           Directors of the Company and
                           Goran Capital Inc.

James G. Torrance,  70    Partner Emeritus, Smith, Lyons       1996        2001
Q.C.

Alan G. Symons      52    CEO and President of the Company     1995        2000
                           and CEO of Goran Capital Inc.

John K. McKeating   63    Former Owner, Vision 2120            1996        1999

Robert C. Whiting   66    President, Prime Advisors Ltd.       1996        2000

Douglas H. Symons   46    President and COO of the Company     1987        2001
                           and COO of Goran Capital Inc.

David R. Doyle      52    Director, Vice President, Secretary  1996       1999
                          and Treasurer of ONEX, Inc.

</TABLE>

         G. Gordon  Symons has been  Chairman of the Board of  Directors  of the
         Company  since its  formation in 1987.  He founded the  predecessor  to
         Goran the 67% Shareholder of the Company, in 1964 and has served as the
         Chairman of the Board of Goran since its formation in 1986.  Mr. Symons
         also  served  as the  President  of  Goran  until  1992  and the  Chief
         Executive Officer of Goran until 1994. Mr. Symons currently serves as a
         Director   of   Symons    International   Group   Ltd.   ("SIGL"),    a
         federally-chartered  Canadian  corporation  controlled  by  him  which,
         together with members of the Symons family,  controls Goran. Mr. Symons
         also  serves  as  Chairman  of the  Board  of  Directors  of all of the
         subsidiaries  of Goran.  Mr. Symons is the father of Alan G. Symons and
         Douglas H. Symons.

         Alan G. Symons has served as a Director of the Company since 1995 and
         was named its Chief Executive Officer in 1996.  Mr. Symons has been a
         Director of Goran since 1986, and has served as Goran's President and
         Chief Executive Officer since 1994.  Prior to becoming the President
         and Chief Executive Officer of Goran, Mr. Symons held other executive
         positions within Goran since its inception in 1986.  Mr. Symons is the
         son of G. Gordon Symons and the brother of Douglas H. Symons.

         Douglas H. Symons has served as a Director and as President of the
         Company since its formation in 1987 and as it Chief Operating Officer
         since July 1996.  Mr. Symons served as Chief Executive Officer of the
         Company from 1989 until July 1996.  Mr. Symons has been a Director of
         Goran since 1989, and has served as Goran's Chief Operating Officer and
         Vice President since 1989.  Mr. Symons is the son of G. Gordon Symons
         and the brother of Alan G. Symons.

         Mr. McKeating has served as a Director of the Company since 1996 and as
         a Director of Goran since 1995. Mr.  McKeating  retired in January 1996
         after serving as President and owner of Vision 2120 Optometric  Clinics
         ("Vision 2120") for 36 years. Vision 2120, located in Montreal, Quebec,
         is a chain of Canadian full-service retail clinics offering all aspects
         of professional eye care.
       
                                        6

<PAGE>

         Mr.  Whiting has served as a Director of the Company since 1996.  Since
         July 1994, Mr. Whiting has served as President of Prime Advisors, Ltd.,
         a  Bermuda-based  insurance  consulting  firm. From its inception until
         June 1994 Mr.  Whiting served as President and Chairman of the Board of
         Jardine  Pinehurst  Management  Co.,  Ltd., a  Bermuda-based  insurance
         management and brokerage firm.

         Mr. Torrance has served as a Director of the Company since 1996.
         Mr. Torrance was a founding partner in the Canadian law firm of Smith
         Lyons in 1962 and in April 1993, was named a Partner Emeritus in that
         firm.  Mr. Torrance was re-elected as a Director of Goran in 1995 after
         having left the Board of Directors of Goran in 1991.  He also serves
         as a Director of Mitsui & Co. (Canada) Ltd., Sakura Bank (Canada),
         Toyota Canada Inc. and Wintershall Canada Ltd.

         Mr. Doyle helped form ONEX,  Inc., a full service  human  resource firm
         which  specializes  in permanent  placement,  contract  consulting  and
         business  consulting  for business  clients,  in April 1997.  Mr. Doyle
         currently  serves on the ONEX,  Inc. Board of Directors and is the Vice
         President,  Secretary  and  Treasurer  of that firm.  From January 1996
         until  the   formation   of  ONEX,   Inc.,   Mr.  Doyle  was  the  Vice
         President-Finance and Administration,  and a Director of Avantec, Inc.,
         a Carmel, Indiana-based company which provides data management services
         for the  pharmaceutical  industry.  From May 1994 to January 1996,  Mr.
         Doyle served as Vice President-Financial  Consultant for Raffensberger,
         Hughes & Co., a firm which  provides  brokerage  services and financial
         consulting.


         Unless  otherwise  directed,  each proxy  executed  and  returned  by a
shareholder  will be voted for the election of the nominees listed below. If any
person named as a nominee  shall be unable or unwilling to stand for election at
the time of the Annual  Meeting,  the proxy holders will nominate and vote for a
replacement  nominee  recommended by the Board. At this time, the Board knows of
no reason why the nominees listed below may not be able to serve as Directors if
elected.

         The Board of  Directors  unanimously  recommends  the  election  of the
following  nominees for a three (3) year term to expire in the year 2002.  Goran
owns  sufficient  shares of the  Corporation  to ensure their election and Goran
presently intends to vote for the nominees listed below.


<TABLE>
<CAPTION>
Name                Age    Present Principal Occupation          Director Since

<S>                 <C>    <C>                                         <C> 
G. Gordon Symons    77     Chairman of the Board of Directors          1987
                           of the Company and Goran Capital
                           Inc.

John K. McKeating   63     Former owner, Vision 2120                   1996

David R. Doyle      52     Director, Vice President, Secretary         1996
                           and Treasurer of ONEX, Inc.
</TABLE>

                                       7
<PAGE>

Meetings And Committees Of The Board

         During the year ended  December 31, 1998, the Board of Directors of the
Company met five (5) times, including  teleconferences,  in addition to taking a
number of actions by unanimous written consent.  During 1998, each Director
attended all meetings (including Committee Meetings) of the Board on which such
Directors served.

         The  Board  of  Directors  of the  Company  has an Audit  Committee,  a
Compensation Committee and an Executive Committee.

         The Company's  Audit  Committee is  responsible  for  recommending  the
appointment of the Company's independent auditors,  meeting with the independent
auditors to outline the scope,  and review the results of, the annual  audit and
reviewing  with the auditor the systems of internal  control and audit  reports.
The current  members of this Committee are Messrs.  James G. Torrance,  David R.
Doyle and Alan G. Symons.  The Audit Committee met four (4) times during 1998.

         During 1998, the Compensation Committee of the Company was comprised of
Messrs. John K. McKeating, Robert C. Whiting and Douglas H. Symons.  The
Committee makes recommendations concerning executive compensation and benefit
levels to the Board of Directors and has the authority to approve all specific
transactions pursuant to the Symons International Group, Inc. 1996 Stock Option
Plan (the "Plan").

         The Executive Committee is comprised of Messrs. G. Gordon Symons, Alan
G. Symons and Douglas H. Symons.  The Executive Committee is empowered by the
board to take action on behalf of the board when the need arises.

         Directors  of the Company who are not  employees  of the Company or its
affiliates  receive an annual  retainer of  $10,000.  In  addition,  the Company
reimburses its Directors for reasonable  travel  expenses  incurred in attending
Board and Board Committee meetings. Each Director of the Company who is not also
an employee  of the  Company  receives a meeting fee of $1,000 for each board or
committee meeting attended, with committee chairs receiving an additional $1,000
per quarter.

Compensation Committee Report

         The  Compensation  Committee met four (4) times during  1998,and during
one meeting  reviewed and  recommended  awards of stock options  pursuant to the
Company's  Stock Option Plan. The objectives of the Plan are to align  executive
and shareholder long-term interests by creating a strong and direct link between
executive  compensation and shareholder  return and to enable executive officers
and other key employees to develop and maintain a long-term  ownership  position
in the  Company's  common  stock.  A total of 1,500,000  shares of the Company's
common  stock have been  reserved for  issuance  under the Plan.  As of March 1,
1999,  65,336 shares were  available for grant of options  pursuant to the Plan.
The grants to senior  executives  of the  Company  and its  subsidiaries  are as
follows:

                                       8


<PAGE>

<TABLE>
<CAPTION>
Name                               Total Options            Options Granted in
                                     Granted                      1998

<S>                                  <C>                         <C>    
G. Gordon Symons                     633,900                     199,000

Alan G. Symons                       320,900                      56,000

Douglas H. Symons                    172,800                      35,000

Dennis G. Daggett (President          56,500                      30,000
of IGF Insurance Company)

Roger C. Sullivan (Executive Vice     48,000                      30,000
President of Superior Insurance
Company)

</TABLE>

         The Company's  total  compensation  program for Officers  includes base
salaries,  bonuses  and the grant of stock  options  pursuant  to the Plan.  The
Company's primary objective is to achieve above-average performance by providing
the opportunity to earn above-average total compensation (base salary, bonus and
value derived from stock options) for above-average performance. Each element of
total compensation is designed to work in concert. The total program is designed
to attract,  motivate, reward and retain the management talent required to serve
shareholder,  customer and employee  interests.  The Company  believes that this
program also motivates the Company's  officers to acquire and retain appropriate
levels of stock ownership.  It is the opinion of the Compensation Committee that
the total  compensation  earned by Company  officers  during 1998 achieves these
objectives and is fair and reasonable.

         Consistent with that philosophy, certain of the Company's Officers have
entered into employment contracts with the Company or one of its subsidiaries.

         Alan G. Symons,  Chief Executive  Officer of the Company and Douglas H.
Symons,  President and Chief  Operating  Officer of the Company,  are subject to
employment  agreements,  with such  agreements  calling for a base salary of not
less than  $300,000  per year for Alan G.  Symons and  $200,000  for  Douglas H.
Symons.  These  agreements  became  effective  on April 30, 1996 and continue in
effect  for an  initial  period of five (5) years.  Upon the  expiration  of the
initial  five  (5) year  period,  the term of each  agreement  is  automatically
extended from year to year  thereafter and are cancelable  (after the expiration
of the initial five (5) year term) upon six (6) months' notice.  The base salary
of Alan Symons pursuant to this agreement was increased to $300,000 during 1997.
These  two  agreements  contain  customary   restrictive   covenants  respecting
confidentiality and non-competition  during the term of their employment and for
a period of two (2) years after the termination of the agreement. In addition to
annual  salary,  the  agreements  with Alan G.  Symons  and  Douglas  H.  Symons
stipulate  that Alan G. Symons may earn a bonus in an amount ranging from 25% to
100% of base  salary and that  Douglas  H.  Symons may earn a bonus in an amount
ranging from 25% to 50% of base salary.  At the  discretion of the Board,  bonus
awards  may be greater  than the  amounts  indicated  if agreed  upon  financial
targets are exceeded.

         The Company has entered  into an  employment  agreement  with Dennis G.
Daggett  pursuant to which Mr.  Daggett has agreed to serve as the  President of
IGF Insurance  Company.  Pursuant to the terms of the agreement,  Mr. Daggett is
entitled  to a base  salary  of not less than  $180,000  per year and may earn a
bonus in an  amount  ranging  from 0 to 150% of his base  salary,  or a  greater
amount as may be approved by the Board.

                                       9

<PAGE>


         The Company has entered  into an  employment  agreement  with Thomas F.
Gowdy  pursuant  to which Mr.  Gowdy has agreed to serve as the  Executive  Vice
President of IGF Insurance Company. Pursuant to the terms of this agreement, Mr.
Gowdy is entitled to a base  salary of not less than  $140,000  per year and may
earn a bonus  ranging  in an  amount  from 0 to 150% of his  base  salary,  or a
greater amount as may be approved by the Board.

         The Company  has entered  into an  employment  agreement  with Roger C.
Sullivan  pursuant to which Mr.  Sullivan  has agreed to serve as the  Executive
Vice  President  of Superior  Insurance  Company.  Pursuant to the terms of this
agreement,  Mr.  Sullivan is entitled to a base salary of not less than $180,000
per year and may earn a bonus  in an  amount  ranging  from 0 to 50% of his base
salary or a greater amount as may be approved by the Board.

         On  October  14,  1998,  the  Company's  Board of  Directors,  approved
repricing of all of the Company's  outstanding  stock options issued pursuant to
the Plan to a uniform  exercise price of 6.3125 per share.  Given the decline in
the Company's stock price during early October, 1998, the directors, upon advice
of the  Compensation  Committee,  felt  the  re-pricing  necessary  to  properly
incentivize management.

         In 1993,  Congress  enacted Section 162(m) of the Internal Revenue Code
that disallows  corporate  deductibility for "compensation" paid in excess of $1
million, unless such compensation is payable solely on account of achievement of
an objective  performance  goal. The Compensation  Committee does not anticipate
that  the  compensation  paid  to any  executive  officer  in the  form  of base
salaries,  bonus and stock  options  will exceed $1 million in the near  future.
However,  as part of its  on-going  responsibilities  with  respect to executive
compensation,  the  Compensation  Committee will monitor this issue to determine
what  actions,  if any,  should  be  taken  as a  result  of the  limitation  on
deductibility.

COMPENSATION COMMITTEE

John K. McKeating, Chair
Robert C. Whiting
Douglas H. Symons

Compensation Committee Interlocks And Insider Participation

         During 1998 the Company's Compensation Committee consisted of Messrs.
John K. McKeating, Robert C. Whiting and Douglas H. Symons.  Neither Messrs.
Whiting nor Mr. McKeating have any interlocks reportable under Item 402(j)(3)
and (4) of Regulation S-K.  Douglas H. Symons has served as a Director and
Executive Officer of the Company since its formation in 1987 and as a Director
and Chief Operating Officer of Goran since 1989.  Douglas H. Symons is also an
Executive Officer of each of the Company's subsidiaries.  Since Alan G. Symons,
the Chief Executive Officer of the Company, is a Director of each of the
Company's subsidiaries and is empowered to determine the compensation of the
managers of the Company's subsidiaries, Douglas H. Symons and Alan G. Symons
have reportable interests under Item 402(j)(3) (i)-(iii) of Regulation S-K.

Remuneration Of Executive Officers

         The following table sets forth the  compensation  awarded to, earned by
or paid to the Chief  Executive  Officer  and the four most  highly  compensated
executive  officers  of the  Company  other  than the  Chief  Executive  Officer
(collectively, the "Named Executive Officers") during the last three (3) years.

                                        10

<PAGE>

<TABLE>
<CAPTION>

                          SUMMARY COMPENSATION TABLE

                                                   Securities
Name and Principal                                 Underlying      All Other
Position             Year     Salary     Bonus       Options      Compensation

<S>                  <C>        <C>       <C>         <C>           <C>       
G. Gordon Symons,    1998       $0        $0          633,900       $32,000(1)
Chairman             1997       $0        $0          434,900       $26,000(1)
                     1996       $0        $0          375,000       $27,999(1)

Alan G. Symons,      1998    $300,000     $0          320,900
Chief Executive      1997    $278,230   $200,000      264,900
Officer              1996    $142,746   $200,000      200,000

Douglas H. Symons,   1998    $300,000     $0          172,800
President and Chief  1997    $200,000    $82,971      137,800
Operating Officer    1996    $195,973   $200,000      120,000

Dennis G. Daggett,   1998    $186,923     $0           56,500
President, IGF       1997(1) $180,000   $270,000       26,500
Insurance Company    1996    $174,077   $150,000       20,000 

Roger C. Sullivan,   1998    $204,451     $0           48,000
Executive Vice       1997    $169,612    $90,176       18,000
President, Superior  1996    $118,851    $27,217       10,000
Insurance Company

</TABLE>

1  Consulting fees paid to companies owned by Mr. G. Gordon Symons.

STOCK OPTION GRANTS

           The following table provides details  regarding stock options granted
to the Company's Named  Executive  Officers in 1998. In addition there are shown
the  hypothetical  gains or "option spreads" that would exist for the respective
options.  These gains are based on assumed rates of annual  compound stock price
appreciation  of 5% and 10% from the date the options were granted over the full
option term. These amounts represent certain assumed rates of appreciation only.
Actual gains,  if any, on stock option  exercises and common stock  holdings are
dependent  on the  future  performance  of the  Company's  common  stock and the
overall  stock market  conditions.  There can be no  assurance  that the amounts
reflected on this table will be achieved.

                                       11

<PAGE>

<TABLE>
<CAPTION>
                        Percentage
                        of Total
                        Options                           Potential Realized 
                        Granted     Exercise              Value At Assumed
                        to Employ-  Price                 Annual Rates of 
               Options  ees During  Per     Expiration    Stock Appreciation
Name           Granted  1998        Share     Date        For Option Term

<S>            <C>       <C>     <C>        <C>        <C>         <C>
                                                           5%          10%

G. Gordon
Symons         199,000   42.98   $6.3125*   6-15-2008  $790,010.04 $2,002,040.04

Alan G.
Symons          56,000   12.09   $6.3125*   6-15-2008  $222,314.38   $563,388.15

Douglas H.
Symons          35,000    7.56   $6.3125*   6-15-2008  $138,946.49   $352,117.59

Dennis G.
Daggett         30,000    6.48   $6.3125*   6-15-2008  $119,096.99   $301,815.08

Roger C.
Sullivan        30,000    6.48   $6.3125*   6-15-2008  $119,096.99   $301,815.08

</TABLE>

      * The original exercise price was $16.625 per share, which was the closing
        price on June 15,  1998,  the date of the grant.  The options were later
        repriced to $6.3125 per share on October 14, 1998.

OPTION EXERCISES AND YEAR-END VALUES

           The following  table shows stock options held by the Company's  Named
Executive  Officers during 1998. In addition,  this table includes the number of
shares covered by both  exercisable  and  non-exercisable  stock  options.  Also
reported are the value of  unexercised  in-the-money  options as of December 31,
1998.

                                       12

<PAGE>
<TABLE>
<CAPTION>

                                  STOCK OPTIONS
              OUTSTANDING GRANTS AND VALUE AS OF DECEMBER 31, 1998

                          Value
               Shares     Realized            Number of Shares              Value of
               Acquired   at                  Underlying                    In-the-Money
               on         Exercise            Unexercised Options           Options
Name           Exercise   Date                at 12-31-98                   at 12-31-98 (1)
                                        Exercisable  Unexercisable  Exercisable  Unexercisable
<S>             <C>      <C>              <C>           <C>         <C>          <C>
G. Gordon
Symons           0       $0.00            434,900       199,000     $407,718.75  $186,562.50

Alan G.
Symons           0       $0.00            154,964       165,936     $145,278.75  $155,565.00

Douglas H.
Symons           0       $0.00             85,930        86,870      $80,559.38   $81,440.63

Dennis G.
Daggett          0       $0.00             13,333        43,167      $12,449.69   $40,469.06

Roger C.
Sullivan         0       $0.00              6,667        41,333       $6,250.31   $38,749.69

</TABLE>

1  Amount reflecting gains on outstanding options are based on the December 31,
1998 closing NASDAQ stock price which was $7.25 per share.

OPTION REPRICING

     The following table provides details concerning the repricing of options to
purchase shares of the Corporations  stock.  This repricing  occurred on October
14, 1998.

<TABLE>
<CAPTION>

                              Number of                                    Length of
                              Securities     Market Price                  Original Option
                              Underlying     of Stock at                   Term Remaining
                              Options/       Time of          New           at Date of
                              Repriced or    Repricing or     Exercise      Repricing or
Name        Date              Amended        Amendment        Price         Amendment

<S>         <C>                <C>           <C>             <C>              <C>      
G. Gordon   Oct. 14, 1998      375,000       6.3125          6.3125           96 Months
Symons,     Oct. 14, 1998       50,000       6.3125          6.3215          102 Months
Chairman    Oct. 14, 1998        5,000       6.3125          6.3125          106 Months  
            Oct. 14, 1998        4,900       6.3125          6.3125          108 Months
            Oct. 14, 1998      199,000       6.3125          6.3125          116 Months

</TABLE>


  
                                       13

<PAGE> 

<TABLE>
<CAPTION>

<S>         <C>                <C>           <C>             <C>              <C>      
Alan G.     Oct. 14, 1998      200,000       6.3125          6.3125           96 Months
Symons,     Oct. 14, 1998       50,000       6.3125          6.3215          102 Months
Chief       Oct. 14, 1998       10,000       6.3125          6.3125          106 Months  
Executive   Oct. 14, 1998        4,900       6.3125          6.3125          108 Months
Officer     Oct. 14, 1998       56,000       6.3125          6.3125          116 Months

Douglas H.  Oct. 14, 1998      120,000       6.3125          6.3125           96 Months
Symons,     Oct. 14, 1998        5,000       6.3125          6.3215          102 Months
President,  Oct. 14, 1998       10,000       6.3125          6.3125          106 Months  
Chief       Oct. 14, 1998        2,800       6.3125          6.3125          108 Months
Operation   Oct. 14, 1998       35,000       6.3125          6.3125          116 Months
Officer

Dennis G.   Oct. 14, 1998       20,000       6.3125          6.3125           96 Months
Daggett,    Oct. 14, 1998        3,000       6.3125          6.3215          102 Months
President,  Oct. 14, 1998        2,500       6.3125          6.3125          106 Months  
IGF         Oct. 14, 1998        1,000       6.3125          6.3125          108 Months
Insurance   Oct. 14, 1998       30,000       6.3125          6.3125          116 Months
Co.

Roger C.    Oct. 14, 1998       10,000       6.3125          6.3125           96 Months
Sullivan,   Oct. 14, 1998        5,000       6.3125          6.3215          102 Months
Executive   Oct. 14, 1998        2,000       6.3125          6.3125          106 Months  
Vice        Oct. 14, 1998        1,000       6.3125          6.3125          108 Months
President,  Oct. 14, 1998       30,000       6.3125          6.3125          116 Months
Superior
Ins. Co.

</TABLE>

INDEBTEDNESS OF MANAGEMENT

   The following  Directors and Executive  Officers of the Company were indebted
to the Company,  or its parent or  subsidiaries,  in amounts  exceeding  $60,000
during 1998.

<TABLE>
<CAPTION>

                                            Largest Loan
Name                  Date of Loan       Balance During 1998    Present Balance

<S>                   <C>                   <C>                    <C>     
G. Gordon Symons      June 27, 1986         $115,807               $115,807
                      June 30, 1986         $156,495               $156,495

</TABLE>

                                       14

<PAGE>

<TABLE>
<CAPTION>

                                            Largest Loan
Name                  Date of Loan       Balance During 1998    Present Balance

<S>                   <C>                  <C>                      <C>   
Alan G. Symons        June 30, 1986         $19,772                  $6,617
                      February 24, 1988     $27,309                 $27,309
                      March 19, 1998       $887,444                      $0
                      October 15, 1998     $562,413                      $0
                      Throughout 1998      $102,051                      $0

Douglas H. Symons     June 30, 1986         $15,000                  $9,798
                      February 24, 1988      $2,219                  $2,219
                      November 1, 1990      $68,050                      $0
                      April 20, 1998       $260,358                      $0
                      October 15, 1998     $594,517                      $0
                      Throughout 1998       $22,533                      $0
                      October, 1998        $600,000                      $0

</TABLE>

   The foregoing loans to Mr. G. Gordon Symons are on account of loans to
purchase common stock of Goran.  Such loans are collateralized by pledges of the
common shares of Goran acquired and are payable on demand and are interest free.

     Loans made to Alan G. Symons in 1986 and 1988 were made to  facilitate  the
purchase of common  stock of Goran.  These loans are payable upon demand and are
interest free.  The loan to Alan G. Symons dated March 19, 1998,  bears interest
at the rate of 5.85% and is secured  by his  options  to  purchase  stock in GGS
Management, Inc. This loan was repaid in April, 1999. The loan to Alan G. Symons
dated  October 15,  1998,  bears  interest at the rate of 7.25% and the proceeds
were used to  facilitate  the  exercise of options to purchase  common  stock of
Goran. This loan was repaid in April, 1999. The Company made various advances to
Alan G. Symons throughout 1998,  primarily to facilitate the payment of interest
on a loan from an  unrelated  third party  relating  to the  purchase of Company
stock at the time of the Company's Initial Public Offering ("IPO") in 1996. This
loan was repaid in April, 1999.

     The loans to Mr.  Douglas H. Symons in 1986 and 1988 were to facilitate the
purchase of common stock of Goran.  Such loans are  collateralized by pledges of
the common stock of Goran and are payable upon demand and are interest free. The
loans to Mr.  Douglas H. Symons in November,  1990 bears interest at the rate of
prime plus 1%, the proceeds  being used to facilitate  the purchase of a primary
residence.  This loan was  repaid in April,  1999.  The loan to Mr.  Douglas  H.
Symons dated April 20, 1998,  bears interest at the rate of 5.85% and is secured
by the options of Mr.  Douglas H. Symons to purchase  shares in GGS  Management,
Inc.  The  proceeds of this loan were used to help  facilitate  the  exercise of
options to purchase stock in the Company.  This loan was repaid in April,  1999.
The loan to Mr. Douglas H. Symons dated October 15, 1998,  bears interest at the
rate of 7.25%.  The  proceeds  of this loan  were  used to help  facilitate  the
exercise of options to purchase  stock of Goran.  This loan was repaid in April,
1999.  There were certain  advances  totaling  $22,533.00 made to Mr. Douglas H.
Symons  throughout 1998 with such funds primarily used to pay interest on a loan
from an  unrelated  third party which was  undertaken  to enable Mr.  Douglas H.
Symons to acquire  stock of the Company at the time of the  Company's  IPO. This
loan was repaid in April, 1999.

                                       15

<PAGE>


   In October,  1998,  an  affiliate  of Goran  advanced  $600,000 to Douglas H.
Symons on an interest free basis.  The  outstanding  balance of this advance was
$300,000 at December 31, 1998 and was entirely repaid in January, 1999.

   On October 24, 1997, the Company guaranteed a loan from an unrelated third
party to Mr. Dennis G. Daggett.  The $290,000 loan is due February 10, 2001 and
carries a 7.75% interest rate.

PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF AUDITORS

   The Board of Directors  proposes the  ratification by the Shareholders at the
Annual   Meeting   of   the    appointment    of   the   accounting    firm   of
PricewaterhouseCoopers  L.L.P. ("PWC") as independent auditors for the Company's
year ending  December 31,  1999.  PWC has served as auditors for the Company for
the year 1998 and  worked  with the  Company in  effecting  its  Initial  Public
Offering.  A  representative  of PWC is  expected  to be  present  at the Annual
Meeting with the  opportunity to make a statement if he or she so desires.  This
individual  will also be available to respond to any  appropriate  questions the
shareholders may have.

CERTAIN RELATIONSHIPS/RELATED TRANSACTIONS

   Three  (3) of the  Company's  subsidiaries,  Superior,  IGF and  Pafco,  have
entered into  reinsurance  agreements  with Granite  Reinsurance  Company  Ltd.,
("Granite Re"), an affiliate of Goran.

   Granite Re has a quota share  reinsurance  treaty with Pafco for  nonstandard
automobile premiums written in the fourth quarter of 1998.

   Granite Re  reinsures  all Pafco  insurance  policies  which were  previously
issued through Symons  International  Group, Inc. - Florida,  ("SIGF"), a former
subsidiary  of the Company and now a subsidiary of Goran.  This  agreement is in
respect of business  other than  nonstandard  automobile  insurance.  Granite Re
reinsures  100% of this SIGF business on a quota share basis.  Such business was
discontinued effective January 1, 1999.

   IGF reinsures a portion of its crop insurance with Granite Re. For year 1998,
Granite  Re  reinsured  20%  of  IGF's  multi-peril  crop  insurance  stop  loss
protection  ("MPCI")  underwriting  losses to the extent that  aggregate  losses
nationwide exceed 100% of MPCI Retention up to 125% of MPCI Retention and 95% of
IGF's MPCI  underwriting  losses to the extent that aggregate losses  nationwide
exceed 125% of MPCI Retention up to 150% of MPCI Retention.  Further,  for 1998,
Granite Re had a 10% participation in 95% of IGF's crop-hail losses in excess of
an 80% pure loss ratio up to a 100% pure loss ratio and a 10%  participation  in
95% of IGF crop-hail  losses in excess of 100% pure loss ratio up to a 130% pure
loss ratio.

     The Company paid  $2,832,000,  $1,034,000  and  $692,000 in 1998,  1997 and
1996, respectively, for consulting and other services relative to the conversion
of the Company's new non-standard  automobile  operating system. The Company has
capitalized  these costs as part of its new  non-standard  automobile  operating
system.  Approximately  90% of  these  payments  are for  services  provided  by
consultants   and  vendors   unrelated  to  the  Company.   Stargate   Solutions
("Stargate") manages the work for such unrelated consultants and vendors and, as
compensation  for such work,  has  retained  approximately  10% of the  payments
referred  to above in return for  management  services  provided.  During  1998,
Stargate  was owned  beneficially  by certain  Directors  of the  Company  and a
relative of these Directors.


                                       16

<PAGE>

   During  1998,  the  Company  paid  $270,000  to  Onex,  Inc.,  primarily  for
employee-search services. David R. Doyle is an officer and director of Onex. The
Company paid Onex $86,000 in 1997 for similar services.

SHAREHOLDER PROPOSALS AND NOMINATIONS

   Any  shareholder  of the Company  wishing to have a proposal  considered  for
inclusion in the Company's 2000 proxy solicitation materials must set forth such
proposal in writing and file it with the  Secretary  of the Company on or before
December  11,  1999.  In order to be  considered  in the  2000  Annual  Meeting,
shareholder  proposals  not  included  in the  Company  2000 Proxy  Solicitation
materials, as well as shareholder  nominations for Directors,  must be submitted
in writing to the  Secretary  of the Company at least sixty (60) days before the
date of the 2000 Annual Meeting, or, if the 2000 Annual Meeting is held prior to
March 31,  2000,  within  ten (10) days after  notice of the  Annual  Meeting as
mailed to  shareholders.  The Board of  Directors of the Company will review any
shareholder  proposals that are filed as required,  and will  determine  whether
such  proposals  meet  applicable  criteria  for  inclusion  in its  2000  Proxy
Solicitation materials or consideration at the 2000 Annual Meeting.

OTHER MATTERS

   Management  is not aware of any  business to come  before the Annual  Meeting
other than those matters described in the Proxy Statement. However, if any other
matters should properly come before the Annual Meeting,  it is intended that the
proxies  solicited  hereby  will be  voted  with  respect  to those  matters  in
accordance  with the  judgment of the persons  voting the  proxies.  The cost of
solicitation of proxies will be borne by the Company. The Company will reimburse
brokerage  firms and other  custodians,  nominees and fiduciaries for reasonable
expenses  incurred by them in sending proxy material to the beneficial owners of
common stock of the Company.  In addition to  solicitation  by mail,  Directors,
Officers  and  employees  of the Company may solicit  proxies  personally  or by
telephone without additional compensation.

   Each Shareholder is urged to complete,  date and sign the proxy and return it
promptly in the enclosed return  envelope.  Insofar as any of the information in
this Proxy Statement may rest  peculiarly  within the knowledge of persons other
than the Company,  the Company relies upon  information  furnished by others for
the accuracy and completeness thereof.


                                     Signed by Order of the Board of Directors





                                     Alan G. Symons
                                     Chief Executive Officer




                                       17

<PAGE>