Exhibit 99

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

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           To Be Held On May 20, 1998

         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, May 20, 1998,
at 10:00 a.m., Indianapolis time.

         The Annual Meeting will be held for the following purposes:

         1.       Election of Directors.  Election of 2 Directors for terms to
                  expire in 2001.

         2.       Ratification  of Auditors.  Ratification of the appointment of
                  Coopers & Lybrand  L.L.P.  as auditors for the Company for the
                  year ending December 31, 1998.

         3.       Stock  Option Plan.  Approve an increase of options  available
                  pursuant to the Company's  Stock Option Plan from 1,000,000 to
                  1,500,000.

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

         Shareholders  of record as of the close of  business  on March 20, 1998
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,
1997 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
                                                                 March 27, 1998


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 May 20,  1998 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 April 10, 1998.


<PAGE>


                     VOTING SECURITIES AND BENEFICIAL OWNERS

         Only  shareholders  of record as of the close of  business on March 20,
1998 will be entitled to vote at the Annual Meeting.  On the Record Date,  there
were  10,419,332  shares  of Common  Stock  outstanding,  the only  class of the
Company's stock which is currently outstanding.

         The  following  table  shows,  as of  March  10,  1998 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 and the  ownership  interests  of the  Company's  and
Goran's Directors and Named Executive Officers:

<TABLE>

--------------------------------------------------------------------------------------------------------------------
                                        Symons International
                                             Group, Inc.                  Goran Capital Inc.
--------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                   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                         444,900       3.9%               2,506,069      39.3%
--------------------------------------------------------------------------------------------------------------------
  Alan G. Symons2                           295,400       2.6%                 631,335       9.9%
--------------------------------------------------------------------------------------------------------------------
  Douglas H. Symons3                        164,300       1.4%                 259,705       4.1%
--------------------------------------------------------------------------------------------------------------------
  Robert C. Whiting4                         10,000        *                    14,900        *
--------------------------------------------------------------------------------------------------------------------
  James G. Torrance, Q.C.5                    7,000        *                     4,000        *
--------------------------------------------------------------------------------------------------------------------
  David R. Doyle6                            10,000        *                      - 0 -       *
--------------------------------------------------------------------------------------------------------------------
  John K. McKeating7                          7,000        *                     2,000        *
--------------------------------------------------------------------------------------------------------------------
  Jerome B. Gordon8                           5,000        *                      - 0 -       *
--------------------------------------------------------------------------------------------------------------------
  David B. Shapira12+                         3,000        *                   103,000       1.6%
--------------------------------------------------------------------------------------------------------------------
  J. Ross Schofield13+                        4,000        *                     6,800        *
--------------------------------------------------------------------------------------------------------------------
  Goran Capital Inc.                      7,000,000      61.1%                  ------
--------------------------------------------------------------------------------------------------------------------
  FMR Corp./Fidelity Canadian
  Growth Company Fund                         -----                            270,400       4.2%
--------------------------------------------------------------------------------------------------------------------
  Symons International Group
  Ltd.9                                       -----                          1,646,413      25.8%
--------------------------------------------------------------------------------------------------------------------
  David L. Bates10                           20,750        *                     7,916        *
--------------------------------------------------------------------------------------------------------------------
  Gary P. Hutchcraft11                       18,200        *                     3,450        *
--------------------------------------------------------------------------------------------------------------------
  All Executive Officers and              1,072,750       9.4%               3,585,370      56.2%
  Directors as a Group
--------------------------------------------------------------------------------------------------------------------

</TABLE>

                                        2

<PAGE>


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

1    With respect to Symons  International  Group, Inc., 10,000 shares are owned
     directly  and 434,900 are subject to option.  With respect to the shares of
     Goran Capital Inc.,  544,511  shares are held by trusts of which Mr. Symons
     is the  beneficiary,  315,145  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.
2    With respect to Symons  International  Group, Inc., 30,500 shares are owned
     directly  and  264,900  shares are subject to option.  With  respect to the
     shares of Goran  Capital Inc.,  506,366 are owned  directly and 124,969 are
     subject to option.
3    With respect to Symons  International  Group, Inc., 26,500 shares are owned
     directly  and  137,800  shares are subject to option.  With  respect to the
     shares of Goran  Capital  Inc.,  195,722 are owned  directly and 63,983 are
     subject to option.
4    Mr. Whiting owns 5,000 shares of Symons  International Group, Inc. directly
     and 5,000 shares are subject to option. With respect to Goran Capital Inc.,
     all shares indicated are owned directly.
5    Mr. Torrance owns 2,000 shares of Symons International Group, Inc. directly
     and 5,000 shares are subject to option. With respect to Goran Capital Inc.,
     2,000 shares are owned directly and 2,000 shares are subject to option.
6    Mr. Doyle owns 5,000 shares of Symons International Group, Inc. directly
     and 5,000 shares are subject to option.
7    Mr.  McKeating  owns  2,000  shares of  Symons  International  Group,  Inc.
     directly  and 5,000  shares are  subject to option.  With  respect to Goran
     Capital Inc., 2,000 shares are subject to option.
8    Mr. Gordon owns 0 shares of Symons International Group, Inc. directly and
     5,000 shares are subject to option.
9    Mr. G. Gordon Symons is the controlling shareholder of Symons International
     Group Ltd., a private company.
10   Mr. Bates owns 7,000 shares of Symons  International  Group,  Inc. directly
     and 13,750  shares are  subject to option.  With  respect to Goran  Capital
     Inc.,  997 are held in Mr.  Bates'  401(k)  account  pursuant to the Symons
     International Group, Inc. Retirement Savings Plan, 1,055 are owned directly
     and 5,864 shares are subject to option.
11   Mr. Hutchcraft owns 3,700 shares of Symons International Group, Inc.
     directly and 14,500 shares are subject to option.  Mr. Hutchcraft also owns
     450 shares of Goran Capital Inc. directly and 3,000 shares are subject to
     option.
12   Mr. Shapira owns 0 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 3,000 shares are subject to option.
13   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 3,000 shares are subject
     to option.

                                        3

<PAGE>



             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
1997, 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 October 10, 1997 and filed on December 3, 1997.

                                    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 Capital Inc. ("Goran") as the sole shareholder of the Company prior to the
Initial  Public  Offering  ("IPO") of the Company which  occurred on November 5,
1996.  Messrs.  Alan G. Symons,  Robert C. Whiting and Jerome B. Gordon, who was
first elected to the Board on March 19, 1997,  were elected to a three year term
by the  shareholders at the Company's annual meeting on May 20, 1997. Mr. Gordon
resigned  from the Board on March 24, 1998 to devote  more time to his  business
affairs and help the Company as a merchant banker.

<TABLE>

<CAPTION>

---------------------------------------------------------------------------------------------------------------------------------
                                                                                                   Director         Term to
              Name                     Age              Present Principal Occupation                 Since          Expire
---------------------------------------------------------------------------------------------------------------------------------

<S>                                    <C>     <C>                                                   <C>             <C>
  G. Gordon Symons                     76      Chairman of the Board of Directors of                 1987            1999
                                                the Company and Goran Capital Inc.
---------------------------------------------------------------------------------------------------------------------------------
  James G. Torrance, Q.C.              69      Partner Emeritus, Smith, Lyons                        1996            1998
---------------------------------------------------------------------------------------------------------------------------------
  Alan G. Symons                       51      CEO of the Company and President and                  1995            2000
                                               CEO of Goran Capital Inc.
---------------------------------------------------------------------------------------------------------------------------------
  John K. McKeating                    62      Owner, Vision 2120                                    1996            1999
---------------------------------------------------------------------------------------------------------------------------------
  Robert C. Whiting                    65      President, Prime Advisors Ltd.                        1996            2000
---------------------------------------------------------------------------------------------------------------------------------
  Douglas H. Symons                    45      President and COO of the Company and                  1987            1998
                                               COO of Goran Capital Inc.
---------------------------------------------------------------------------------------------------------------------------------
  David R. Doyle                       51      Director, Vice President, Secretary and               1996            1999
                                               Treasurer of ONEX, Inc.

---------------------------------------------------------------------------------------------------------------------------------
         G. Gordon Symons has been Chairman of the Board of Directors of the
         Company since its formation

</TABLE>
                                        4

<PAGE>



         in 1987.  He founded the predecessor to Goran Capital Inc. the 67%
         Shareholder of the Company ("Goran") 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.

         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

                                        5

<PAGE>


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 2001:

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------

         Name                   Age        Present Principal Occupation       Director Since
----------------------------------------------------------------------------------------------------------
<S>                             <C>        <C>                                    <C>

  James G. Torrance, Q.C.       69         Partner Emeritus, Smith Lyons          1996
----------------------------------------------------------------------------------------------------------
  Douglas H. Symons             45         Chief Operating Officer of the         1987
                                           Company
----------------------------------------------------------------------------------------------------------
</TABLE>

Meetings And Committees Of The Board

         During the year ended  December 31, 1997, the Board of Directors of the
Company met seven (7) times, including teleconferences,  in addition to taking a
number of actions by  unanimous  written  consent.  During 1997,  all  Directors
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, John K.
McKeating and Alan G. Symons.

         During 1997, the Compensation Committee of the Company was comprised of
Messrs. David R. Doyle, Robert C. Whiting, Jerome B. Gordon 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 a flat annual  retainer of $10,000.  The annual  retainer is
paid  currently in cash. In addition,  the Company  reimburses its Directors for
reasonable travel expenses incurred in attending Board and

                                        6

<PAGE>


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  quarterly
Board meeting or Board Committee meeting attended.

Compensation Committee Report

         The  Compensation  Committee  met four (4) times during 1997 wherein it
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 million  shares of the  Company's  common
stock have been  reserved  for  issuance  under the Plan,  all of which had been
granted by the Board of Directors to executive officers, Board members and other
key  employees as of December 31, 1997.  The grants to senior  executives of the
Company and its subsidiaries are as follows:

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------
                             Name                       Total Options       Options Granted In
                                                           Granted                  1997
---------------------------------------------------------------------------------------------------
<S>                                                       <C>                      <C>

  G. Gordon Symons                                        434,900                  54,900
---------------------------------------------------------------------------------------------------
  Alan G. Symons                                          264,900                  64,900
---------------------------------------------------------------------------------------------------
  Douglas H. Symons                                       137,800                  17,800
---------------------------------------------------------------------------------------------------
  Dennis G. Daggett (President of IGF Insurance            26,500                   6,500
  Company
---------------------------------------------------------------------------------------------------
  Thomas F. Gowdy (Executive Vice President of             26,000                   6,000
  IGF Insurance Company
---------------------------------------------------------------------------------------------------
  Roger C. Sullivan (Executive Vice President of           18,000                   8,000
  Superior Insurance Company)
---------------------------------------------------------------------------------------------------
  David L. Bates                                           13,750                   3,750
---------------------------------------------------------------------------------------------------
  Gary P. Hutchcraft                                       14,500                   4,500
---------------------------------------------------------------------------------------------------
</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

                                        7

<PAGE>


Compensation  Committee that the total  compensation  earned by Company officers
during 1997 achieves these objectives and is fair and reasonable.

         Consistent  with that,  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.

         Goran has entered into an employment  agreement with Gary P. Hutchcraft
pursuant to which Mr. Hutchcraft has agreed to serve as Vice President and Chief
Financial Officer of Goran and its subsidiaries, including the Company. Pursuant
to the term of this  Agreement,  Mr.  Hutchcraft is entitled to a base salary of
not less than  $132,000 per year and may earn a bonus in an amount  ranging from
10% to 30% of his base  salary or a greater  amount  as may be  approved  by the
board.

         Goran has  entered  into an  employment  agreement  with David L. Bates
pursuant  to which Mr.  Bates has  agreed  to serve as Vice  President,  General
Counsel and  Secretary  of Goran and its  subsidiaries,  including  the Company.
Pursuant to the terms of this agreement,  Mr. Bates is entitled to a base salary
of not less than  $121,000  per year and may earn a bonus in an  amount  ranging
from 10% to 30% of his base salary or a greater amount as may be approved by the
board.

         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.

                                        8

<PAGE>



Compensation Committee Interlocks And Insider Participation

         During 1997 the Company's Compensation Committee consisted of Messrs.
Robert C. Whiting, Jerome B. Gordon, David R. Doyle and Douglas H. Symons.
Neither Messrs. Whiting or Gordon, nor Mr. Doyle, 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 and Alan
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 two (2) years.

                                        9

<PAGE>

<TABLE>

                                            SUMMARY COMPENSATION TABLE

-------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                               Securities
   Name and Principal                                                          Underlying         All Other
        Position                  Year         Salary            Bonus           Options        Compensation
-------------------------------------------------------------------------------------------------------------------------
<S>                               <C>      <C>              <C>                 <C>               <C>

  G. Gordon Symons,               1997           $0               $0            434,900           $26,0002
  Chairman                        1996           $0               $0            375,000           $27,9992

-------------------------------------------------------------------------------------------------------------------------
  Alan G. Symons,                 1997     $278,230         $200,000            264,900
  Chief Executive                 1996     $142,786         $133,333            200,000
  Officer
-------------------------------------------------------------------------------------------------------------------------
  Douglas H. Symons,              1997     $200,000         $200,000            137,800
  President and Chief             1996     $195,973          $50,000            120,000
  Operating Officer

-------------------------------------------------------------------------------------------------------------------------
  Gary P. Hutchcraft,             1997     $127,846          $65,569             14,500
  Vice President, Chief           19961     $55,415          $28,000             10,000
  Financial Officer and
  Treasurer

-------------------------------------------------------------------------------------------------------------------------
  David L. Bates, Vice            1997     $107,307          $41,461             13,750
  President, General              1996      $95,162          $97,076             10,000
  Counsel and Secretary

-------------------------------------------------------------------------------------------------------------------------
</TABLE>

1Mr. Hutchcraft joined the Company on July 1, 1996.
2Consulting 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  Executive  Officers  in 1997.  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.



                                       10

<PAGE>


<TABLE>

<CAPTION>

----------------------------------------------------------------------------------------------------------------------------

                                        Percentage
                                         of Total                                                  Potential Realized Value
                                          Options            Exercise                                At Assumed Annual
                                        Granted to             Price                                   Rates Of Stock
                    Options              Employees              Per             Expiration            Appreciation For
       Name         Granted             During 1997            Share               Date                Option Term
---------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                   <C>            <C>                 <C>                <C>            <C>

                                                                                                      5%             10%
---------------------------------------------------------------------------------------------------------------------------
  G. Gordon           50,000                26.99            $13.75             4-23-2007         $432,369       $1,095,669
  Symons               5,000                 2.70          $17.5625             8-13-2007          $55,225         $139,947
                       4,900                 2.65            $18.50            10-28-2007          $57,009         $144,469
---------------------------------------------------------------------------------------------------------------------------
  Alan G.             50,000                26.99            $13.75             4-23-2007         $432,369       $1,095,669
  Symons              10,000                 5.40          $17.5625             8-13-2007         $110,450         $279,893
                       4,900                 2.65            $18.50            10-28-2007          $57,009         $144,464
---------------------------------------------------------------------------------------------------------------------------
  Douglas              5,000                 2.70            $13.75             4-23-2007          $55,225         $139,947
  H. Symons           10,000                 5.40          $17.5625             8-13-2007         $110,450         $279,893
                       2,800                 1.51            $18.50            10-28-2007          $32,577          $82,554
----------------------------------------------------------------------------------------------------------------------------
  Gary P.              1,500                  .81            $13.75             4-23-2007          $12,971          $32,870
  Hutchcraft           2,500                 1.35          $17.5625             8-13-2007          $27,613          $69,973
                         500                  .26            $18.50            10-28-2007           $5,817          $14,741
----------------------------------------------------------------------------------------------------------------------------
  David L.             1,500                  .81            $13.75             4-23-2007          $12,971          $32,870
  Bates                2,500                 1.35          $17.5625             8-13-2007          $27,613          $69,973
                         250                  .14            $18.50            10-28-2007           $2,909           $7,371

-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

         The options  granted to Mr. G. Gordon Symons vest one (1) year from the
date of grant.  All other options to purchase the  Company's  stock vest ratably
over three (3) years and all options expire ten (10) years from date of grant.

OPTION EXERCISES AND YEAR-END VALUES

         The following  table shows stock  options held by the  Company's  Named
Executive  Officers during 1997. 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,
1997.

                                       11

<PAGE>

<TABLE>


                                  STOCK OPTIONS
              OUTSTANDING GRANTS AND VALUE AS OF DECEMBER 31, 1997

------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                            Value                   Number of
                           Shares         Realized                    Shares                                Value of
                          Acquired           at                     Underlying                            In-the-Money
                             on           Exercise             Unexercised Options                           Options
        Name              Exercise          Date                   at 12-31-97                             at 12-31-97
------------------------------------------------------------------------------------------------------------------------------------

                                                            Exercisable        Unexercisable       Exercisable        Unexercisable1
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>                 <C>                  <C>             <C>                  <C>
  G. Gordon                  0             $0.00               375,000               59,900         $2,519,531             $285,241
  Symons
------------------------------------------------------------------------------------------------------------------------------------
  Alan G.                    0             $0.00                66,667              198,233           $447,919           $1,189,353
  Symons
------------------------------------------------------------------------------------------------------------------------------------
  Douglas H.                 0             $0.00                40,000               97,800           $268,750             $583,419
  Symons
------------------------------------------------------------------------------------------------------------------------------------
  Gary P.                    0             $0.00                 3,333               11,167            $22,394              $57,497
  Hutchcraft
------------------------------------------------------------------------------------------------------------------------------------
  David L.                   0             $0.00                 3,333               10,417            $22,394              $57,318
  Bates
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1  Amount reflecting gains on outstanding options are based on the December 31,
   1998 closing NASDAQ stock price which was $19.21875 per share.

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 1997.

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                                         Largest Loan
Name                  Date of Loan     Balance During 1997     Present Balance
--------------------------------------------------------------------------------
<S>                   <C>               <C>                        <C>

G. Gordon Symons      June 27, 1986         $148,000               $148,000
                      June 30, 1986         $200,000               $200,000
                       May 31, 1988     (US) $51,729               (US) -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

                                       12

<PAGE>



and are payable on demand and are  interest-free.  During 1997, G. Gordon Symons
had an unsecured  loan payable to Goran in the amount of $70,000 not relating to
the purchase of common shares of Goran.  This loan was repaid on March 26, 1998.
Douglas H.  Symons  has a demand  loan  payable to the  Company in the amount of
$39,377 plus accrued interest of $24,577  collateralized by a second mortgage on
his personal residence.  Interest on this loan is at prime plus 1%. In addition,
the Company held a mortgage note of G. Gordon Symons  collateralized by a second
mortgage on his personal  residence.  This mortgage loan was originally incurred
on  October 3, 1988 and when paid off in full  during  February  of 1997,  had a
principal  balance of  $277,502.  The  Company  also  loaned  Alan G.  Symons an
aggregate  amount of $515,000  during 1997 pursuant to interest  bearing  notes.
These notes had been repaid to the Company in full prior to December  31,  1997.
Also during 1997, Goran paid to Symons  International  Group,  Ltd.  $295,091 in
excess of the management fee owed to Symons  International Group, Ltd. G. Gordon
Symons is the Controlling Shareholder of Symons International Group, Ltd.

PROPOSAL #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 Coopers &
Lybrand L.L.P. ("Coopers") as independent auditors for the Company's year ending
December 31,  1998.  Coopers has served as auditors for the Company for the year
1997 and worked with the Company in effecting  its Initial  Public  Offering.  A
representative  of Coopers 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.

         RATIFICATION  OF THE  APPOINTMENT  OF AUDITORS  REQUIRES THAT THE VOTES
CAST (IN PERSON OR BY PROXY) AT THE ANNUAL MEETING OR AT ANY ADJOURNMENT THEREOF
IN FAVOR OF RATIFICATION EXCEED THOSE CAST AGAINST.

PROPOSAL #3 - INCREASE STOCK OPTIONS AVAILABLE PURSUANT TO THE
SYMONS INTERNATIONAL GROUP, INC. STOCK OPTION PLAN FROM 1,000,000 to
1,500,000

         At the time of its adoption in October 1996,  the Symons  International
Group,  Inc. Stock Option Plan provided for the award of up to 1,000,000 options
to purchase shares of the Company's Stock. The Symons  International Group, Inc.
Stock Option Plan ("Plan") was designed, and is maintained,  in a manner so that
qualifying  individuals  could receive Incentive Stock Options from the Company,
in accordance with Section 422 of the Internal  Revenue Code of 1986, as amended
("Code").

         The Plan,  which was  approved  by the  shareholders  of the Company in
October 1996,  contains  provisions  relating to the price at which such options
may be granted, the period for their exercise,  and provisions for the method of
exercise of options granted pursuant to the Plan.

                                       13

<PAGE>



         Although  designed to comply with the rules regarding  qualification of
an option as an Incentive  Stock  Option,  the Plan allows  non-qualified  stock
options to be granted  pursuant to its terms.  Further,  the Plan allows for the
granting of stock appreciation rights,  although none have been granted pursuant
to the Plan as of the date  hereof.  Options may be granted to  Directors of the
Company  pursuant to the Plan and the Plan provides for adjustments in the event
of any reorganization,  recapitalization,  stock split, stock dividend, or other
change in the capital  structure  of the Company  that would  disadvantage  such
option holders but for these adjustment provisions.

         The Board of Directors has the discretion pursuant to the Plan to amend
the Plan from time to time  except  that,  without  the  prior  approval  of the
Company's shareholders, the Directors may not:

         (a)  Change the number of shares of common stock which may be reserved
              for issuance pursuant to the Plan;

         (b)  Alter the period  during which an option or a director  option
              may be exercised to provide for its exercise  beyond ten years
              from the date of the grant of such option; and

         (c)  Modify the class of persons to whom options may be granted
              pursuant to the Plan.

         Further, the Directors do not have the discretionary  authority to make
any other amendment to the Plan which requires  shareholder approval pursuant to
applicable law, the Code, or the rules and regulations of NASDAQ.

         Pursuant  to the Plan,  the  Directors  have the  authority  to approve
grants of options to  employees  and  certain  non-employees  who have  provided
significant service to the Company. In the course of the Company's rapid growth,
the Board has felt it necessary,  from time to time, to  incentivize  certain of
its employees and those non-employees who have provided  significant services to
the Company. As a consequence of the Company's growth and success, all 1,000,000
options originally authorized pursuant to the Plan have been granted. Management
and the Company's  Board of Directors feels that it is necessary to increase the
options available pursuant to the Plan to continue to incentivize management and
others. The Company's Board of Directors and management  unanimously recommend a
vote in favor of increasing the options available for grant pursuant to the Plan
from 1,000,000 to 1,500,000.  Unless otherwise directed, each proxy executed and
returned by a  shareholder  will be voted for the  proposition  to increase  the
number of options  available  for grant  pursuant to the Plan from  1,000,000 to
1,500,000.

CERTAIN RELATIONSHIPS/RELATED TRANSACTIONS

         Jerome B.  Gordon  received  fees in the amount of  $75,000  (including
reimbursement  of expenses)  for his  consulting  service to the Company  during
1997.

         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.


                                       14

<PAGE>



         Granite  Re  participates  in a 10%  share  of  the  1997  Quota  Share
Reinsurance Treaty between Pafco, Superior and Vesta Fire Insurance Company.

         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.

         IGF reinsures a portion of its crop insurance with Granite Re. For year
1997,  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 1997,
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.

SHAREHOLDER PROPOSALS AND NOMINATIONS

         Any  shareholder of the Company  wishing to have a proposal  considered
for inclusion in the Company's 1999 proxy solicitation  materials must set forth
such  proposal  in writing and file it with the  Secretary  of the Company on or
before  December 11, 1998. In order to be considered in the 1999 Annual Meeting,
shareholder  proposals  not  included  in the  Company  1999 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 1999 Annual Meeting, or, if the 1999 Annual Meeting is held prior to
March 31,  1999,  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  1999  Proxy
Solicitation materials or consideration at the 1999 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.


                                       15

<PAGE>


         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

                                       16