Welcome to the Q2 2008 Donegal Group Earnings Call. (Operator Instructions) Mr. Miller, you may begin your conference.

Welcome to the Donegal Group earnings release conference call for the second quarter ended June 30, 2008. I’m Jeff Miller, Senior Vice President and Chief Financial Officer, and I will begin the conference call by presenting financial highlights and some analysis of the quarterly financial results. I will then turn the call over to Don Nikolaus, President and Chief Executive Officer, for his comments on our quarterly results and commentary on the business trends we are currently experiencing. Certain statements made in our earnings release and in this conference call are forward looking in nature and involve a number of risks and uncertainties. Please refer to our earnings release for more information about forward-looking statements. The second quarter of 2008 brought a number of challenges to property and casualty insurance companies, including an unprecedented number of catastrophe weather events and an unsettled investment market. Although we were not immune to those challenges in that we incurred a significant number of weather-related claims as well as market values declines within our investment portfolio, within the context of the announcements that we have read from a number of our peers, it would appear that we are relatively fortunate to be able to report underwriting profitability and positive operating results for the quarter. Our net income for the second quarter of 2008 was $6.9 million or $0.28 per share per share of Class A common stock on a diluted basis, compared to $10.8 million or $0.43 per share of Class A common stock on a diluted basis for the second quarter of 2007. I’ll provide further commentary about a number of factors that contributed to the variations from the very favorable results we enjoyed in the second quarter of 2007 as I discuss the various income statement line items. As in the first…

Thank you for joining our earnings conference call. As Jeff as reviewed with you, it certainly was a quarter that reflected for us a considerable amount of storm and weather losses. However, relative to what took place in the property and casualty insurance industry and the results of many of our competitors, we feel fortunate that our results are relative to all that quite good. From the standpoint of competitiveness, and that’s always a topic in the current soft market in the P&C industry that is of concern and interest to you. On the commercial side, we’d describe the competitiveness as being comparable to what it would have been in the first quarter and the third and fourth quarter of 2007, so we are not necessarily seeing, at least in our book of business, any further deterioration in the pricing. From the personal line standpoint, we are seeing some definite indication of competitors making rate filings to moderately increase rates. We see that in a number of various states in which we do business, both in auto and home; I’d say probably more predominately in automobile. In that regard, as far as Donegal Group is concerned and its subsidiaries, year to date, we made ten personal line rate filings for both home and auto in basically six states, and the average increase of those rate filings is in the approximate range of 4% to 5%, and we would expect that most of those rate increases have either gone into effect or will effect within the next 30 to 60 days. As you may be aware when you make a rate filing, you have to state the effective date as to new business and then a subsequent date as to renewal, and we would expect that all of those would be…

Carrie, if you would like to open the line for questions please.

[Operator Instructions]. Your first question comes from the line of Michael Phillips with Stifel Nicolaus. Michael Phillips – Stifel Nicolaus: A couple of question. A lot of people are talking including ourselves about the impact of the high gas prices, and I was just curious to hear what you see if anything the impact of that on your results.

Mike, I think it’s too early to see any clear indications, but we read the same articles that all of you do. The number of miles driven in the month of March and April has been reported to be certainly as a decrease, and we all believe that there is a correlation between miles driven and the frequency of losses, and although we cannot statistically point to the gas prices as having an impact on frequency, we continue to see favorable frequency trends in private fashion through automobile. We will certainly be monitoring that closely going forward, but we would be encouraged by the fact that there is a decline in miles driven and we’ll certainly report it as we learn more. Michael Phillips – Stifel Nicolaus: I guess historically you have talked about prior reserve development as a certain percent. I think you typically say about 5% of the prior period’s reserves, and last quarter, it was minimal. This quarter, it was gone. Any commentary about why that is and what’s happening there with prior period development?

Sure. I’ll be glad to address that Mike. As we looked at the loss development in the second quarter of ’08 and compared that to second quarter of ’07, the obvious question is what’s the difference between those two periods in terms of the underlying reasons for the difference in favorable loss development, and as we looked at it, what we determined is that it really relates to the claim settlements in the two periods. In the 2007 second quarter, there was quite a high number of claim settlements for reserves that had been set up in 2006, and so the primarily the positive development that we experienced was related to the prior accident year. We had concentrated very heavily in the early part of 2007 on reducing our open claims inventories to the extent that it made sense to close down claims, and as a result, we experienced an abnormally high amount of claim settlements and therefore redundancies. Throughout the year 2007, we were accelerating the rate at which we were settling claims to the extent that a lot of the claims were settled in 2007 that might have historically been settled in 2008, so we’re not seeing the same level of claim settlements in the current year, specifically in the second quarter. As I reported, there was no overall redundancy; however, the years prior to 2007 are all showing modest favorable development. 2007 is still developing, and we would believe that throughout the remainder of 2008, as reserves that are attributable to the 2007 exit in here as those claims are settled, we believe there are further redundancies in the reserves and that they just have not yet been recognized.

And as a reminder Mike, as we have said in prior quarterly calls, we have not taken down in prior quarters any IBNR or any bulk reserves. Our redundancies have always been the result of the settlement and closing of files, the adjusting of files, there can be timing factors associated with that, and I think that Jeff has very adequately explained that. Michael Phillips – Stifel Nicolaus: Finally, a question on the whole demutualization process, not specific to Sheboygan, but just kind of in general. If I go back in history and go back pretty far, Southern Delaware and I think the Pioneer Company that you did back in the mid ‘80s, it took, it looks like, on average about 4 to 5 years from the initial investment to when you finally put that as part of a public company, and then when you did Le Mars, it was a bit quicker, and it sounds like your commentary on Sheboygan seems like it’s more like the Le Mars, where it was a little bit quicker. Anything, I guess, overall changed from the mid ‘80s process to today’s process that makes it faster, or is Le Mars a bit of an anomaly, or what changed there if anything at all?

That’s a very excellent question. I think there are a number of factors at work. Number one, I think that we are far more experienced now than we were in the ‘80s. I think we’ve honed the skills. Secondly, it is on a case by case basis. If the company that we invest the surplus note in that the mutual does, if it has lots of issues, capital issues and underwriting issues, as you may remember, we always make sure that we took the time to right the ship and to make it profitable before we would demutualize it. In the case of Sheboygan, as of June 2007, there were well capitalized and had good results, so we did not have to do a lot of re-underwriting and right-sizing, so that certainly played a factor in the acceleration of the demutualization.

Your next question comes from the line of Joseph DeMarino with Piper Jaffray. Joseph DeMarino – Piper Jaffray: Did you buy back any shares during the quarter?

Yes, we did. We bought 52,031 shares in the second quarter. Joseph DeMarino – Piper Jaffray: Do you know the average price?

It was in the $16 to $17 range. I’m calculating as we speak here. It was $16.70 Joseph DeMarino – Piper Jaffray: Also, what was the impact on premiums from the increased retention?

The impact on premiums as a result of the increased retention was about $2 million savings in the current quarter. Joseph DeMarino – Piper Jaffray: I know you said that you wouldn’t comment specifically on acquisitions, but what sized companies would you be looking at right now, if you could comment on that?

Yes. First of all, we’d be looking at and do look at either mutual companies or stock companies, and any company between a premium of…the low would be $10 million. Our preference would be $15 to $75 million. It’s not to say that we couldn’t do one larger than $75, but if you’re asking what is our preference in terms of size, it would probably be within that range, and we would of course want that entity to be in the right geographic area of the country and that sort of thing. Joseph DeMarino – Piper Jaffray: Last question is your storm damages, was that property? Obviously, it is property, was that commercial, personal, or both?

I would describe it as mostly property, and the financial guys can give you exact number, but you would generally expect in storms to have a lot of personal and property damage, although there is certainly going to be some commercial. Keep in mind that you also, in Iowa as an example with all of flooding; you had comprehensive losses on private passenger automobile, so that you can have clearly automobile losses in storm. Joseph DeMarino – Piper Jaffray: And that occurred during the quarter?

It did, yes, because in Iowa, you may remember there was an extreme amount of flood activity and there would have been automobile comprehensive losses, but generally the bulk of the dollars are on the property side.

Your next question comes from the line of [Scott Laura].

The note of $15 million, it was due a month ago. Did you pay it off?

It will be paid off on August 15th.

As you know, you have a 40,000 sq ft expansion on your head quarters. What is the mindset of that Don?

Scott, I’d be happy to answer that. What Scott is asking about is the mutual company, not the public company, is in the process of building a 39,000, close to 40,000 sq ft addition to its corporate headquarters in Marietta, Pennsylvania, and simply we have always, going back 20 years, whenever we have built building addition, you have to plan for the future. From that point you begin to conceptualize it to go through municipal approvals, to have architects design it, to get labor and industry to approve plans, and then to building process, it can take three years, so our history has always been that we look our into the future and say that somewhere 2 to 3 years down the road, that the overall corporate organization will need additional facilities. It’s that’s simple, and it’s owned by the mutual company, and all the construction costs and design cost is paid by the mutual company and the initial investment.

You only repurchased 52,000 shares during the quarter. That is truly pathetic. I mean you are 3-year lows on share price. What is your reasoning there?

A couple of things, Scott. First of all, I’d like to say that I think if you look you’ll see that lots of companies have either slowed down or backed off of how aggressive they have been in this market in the repurchase of their shares. And I realize that you may think we ought to increase it, but a year ago or whenever, it was announced that the repurchase was a maximum of 500,000 shares, so we only have so many shares. I think we have 93,000 shares left of that repurchase. And thirdly, our stock price is certainly not where we would like it to be, but relative to what’s happening in the marketplace, I would say in the investment market, it’s better than most. Also, it takes cash to buy back stock, and our preference was to take that cash and be paying down the debt that you inquired about where we are paying down the $15 million, and going forward, we will take a look at the other trust preferred, so we are looking at managing our capital and trying to be responsible in terms of doing that and looking at a broad scope of agendas in terms of debt, stock buybacks, where we might need the capital going forward, so that’s sort of the background of it, Scott.

Finally, is there anything you can on acquisitions? As you know, since 1986, how Donegal has grown is through acquisitions. What is taking so long?

Scott, we have discussed this you before in prior conference calls. We are very interested in doing acquisitions, but we try not to do dumb things, and we’re just not going to do an acquisition for the sake of doing one or to please someone. It has to fit, and then secondly, there has to be the opportunity out there, and we continue to pursue them, and when we identify one or two or three that are going to work, we will do them. We’re not being hesitant about doing them. All the stars have to align.

I understand. I mean when we just look at it, Don, you’re going through a Taj Mahal expansion on your headquarters. Since ’86, you’ve grown through acquisitions. The time is right, and I’ll shut up.

Well, let me make one final comment. We do not build Taj Mahal. If you’re from Lancaster County, you look to spend your money and get value and not have glitz.

I respectfully disagree having been in your headquarters. It’s a Taj Mahal compared to Erie Indemnity. Trust me! Have a good day!

Your next question comes from the line of Dan Schlemmer of FPK. Dan Schlemmer – FPK: Let me through first and just make sure I got my number right here. On the written premium numbers, you went from year over year $83.1 to $94.5, so the delta there is $11.4. $8 million of that is pooling, so that leaves $3.4, and I think if I heard it correctly on the prior question, $2 million out of the $3.4 is due to the change in the reinsurance program, so about $1.4 million year over year is your organic growth. One, is my math right, or am I thinking that through correctly? Two, can you quantify out or give us just any color on rate versus change in exposures for that $1.4 million increase?

Dan, your math is very good. There’s one piece that you’re missing in there, and that is that because of the recoveries on the reinsurance, there was $500,000 reinstatement premiums that were incurred during the quarter. A minor amount, but that increases the organic growth to like $1.9 million, and I’ll left Don give some commentary as far as rate versus just new business coming in.

I would say that clearly the $1.9 million of increased premium is certainly new business, which means that it’s new exposures, because prior to the current quarter that we’re in, none of the rate increases that I had talked about earlier would have taken effect, so I think the straightforward answer is that that would be increases of exposure because we in the commercial book would not have gotten rate increases, and in the personal line field, maybe in one state would we have actually in the second quarter had the benefit of any rate increases. So it would be increases of exposure, which are not necessarily dramatic, but they are increases of exposure. Dan Schlemmer – FPK: Separate question changing gear real quick on the cat. Can you give us a little background or a little info on where you’re at in actually resolving claims? I hope I didn’t get it mixed with the reinsurance. I think you put in $8 million of basically the weather-related losses. Is that a pretty firm number or are you still just getting into a lot of the claim resolution on those?

I think the answer to that is that a high percentage of these claims would not be large claims. It’s always at least per our book generally been volume of claims. They generally settle out very quickly, and yes, there will probably be some modest development, but in the geographic area where a lot of these came from the Midwest, we have reinsurance arrangement that attach at lower levels than some of our other regions, so there will always be some development, but we would expect that it will be modest and some of that development will actually be seated to reinsurers, but I would expect that by the end of July that probably 90% of the claims will have been settled and closed.

Dan, I will just add to that some of those major events have already hit our retention amounts with the intercompany treaties with Donegal Mutual, and therefore any further development from those events, and I believe there were four of them within the year, the first six months, so any further development on those events would not impact our numbers. Dan Schlemmer – FPK: Last question, sort of following on to that. It would not be fair then to say that you hold back on recognizing favorable development because of uncertainty associated with cat. Those are basically two totally unrelated issues that you didn’t recognize favorable development in the quarter and it’s a relatively high cat or weather related quarter. Is it accurate to say though they’re just completely unrelated?

It is accurate to say those are completely unrelated.

Your next question comes from the line of Jerry Hebermann with Lord Abbott. Jerry Hebermann – Lord Abbott: I missed the first couple of minutes here. In regards to the $8 million of CAT claims, can you give a comparative number for the second quarter of ’07?

Sure. That number is approximately between $4 and $5 million higher than we would have incurred in the second quarter, and a normal quarter of weather claims for us is in the $4 million range. Jerry Hebermann – Lord Abbott: So, it’s $3 to $4 million in Q2 ’07?

Yes. Jerry Hebermann – Lord Abbott: When the gentleman was asking the question about the share buyback and in the answer as to why only the number of shares that had been purchased had been purchased, there were several aspects to it. One aspect was the statement that basically, and I’m paraphrasing here, there are many companies that right now are concerned about the preservation of the capital and therefore holding on to cash and not buying back shares which will reduce your overall capital. I find that a very interesting and somewhat perplexing statement because I guess while that’s a true statement for the financial sector, I don’t see that as a true statement for the insurance sector in general with the exception of some people who have some very large investment books that are suffering due to what’s going on in the financial markets, largely started here on Wall Street, but for a company like yourself that has a much more basic investment portfolio, I’m not sure why the idea of preserving capital would be highlighted as an answer to that question.

Let me clarify that for you. There was a bifurcation in my answer. What I was saying to start off with was that from what we read, and I was not referring specifically to the property and casualty insurance industry, is that there are many public companies that as part of their capital management over a declining market were taking a fresh look at stock buyback. I did not say that Donegal was participating in that same logic. The primary reason for the fact that we repurchased 50-some thousand shares is that we only have so many shares remaining of the announced buyback. We basically are focusing on utilizing cash for the repayment of debt, and keep in mind when Donegal Group receives its money for the repurchase of stock or the payment of holding company debt, it receives it from its property and casualty company subsidiary, and I would say to you that this is a time when as property and casualty insurance companies you want to make sure that you are well capitalized and that the rating agencies with whom we have excellent relations, that we retain and have ratios that are superior because we think that that’s extremely important, so that was the argument of it. Now, reasonable people can differ. You could prompt to a different conclusion, but we think that the way we are approaching it and the way we are managing it is currently the prudent to do, and you have to recognize that as a property and casualty insurance company and holding company, we have multiple audiences, investors, regulators, rating agencies, so that we have to take a look at the broad picture and do what we think is the best at a given period in time. Jerry Hebermann – Lord Abbott: Understood. I agree you may have taken the direction of my question there a little bit incorrectly. I was more thinking and not challenging the buyback as much as just trying to understand your thoughts as to why capital level would have come into that discussion because my review is that the capital levels are strong unless I’m making a mistake here.

The capital levels are very strong. We are basically conservative people, and what we are basically saying is that we would want that strong capital position as an ongoing business to be perceived by the various audiences that we address. Jerry Hebermann – Lord Abbott: In regards to the distribution, I believe the number was 74 agencies added. Can you give us a little bit more detail as to where they were added, and of these 74, how many of them are mixed personal and commercial agencies versus just one or the other?

Sure, I’d be happy to do that. We have some breakup. What we call Marietta marketing, which is sort of the traditional states which will be Pennsylvania, Maryland, and Delaware, there are 11 appointments. The Virginia marketing, which is Virginia and North Carolina, there were 22 appointments. Georgia marketing which includes Georgia, Tennessee, and Alabama, there were 14. The state of Ohio, 9; Le Mars which is South Dakota, Iowa, and Nebraska, 11; and Peninsula that deals in Maryland, Delaware, New Hampshire, and Tennessee, there were 12 appointments. Generally, they would be both commercial and personal line both. They may have somewhat of a higher percentage in one or the other, but I would say that they were all multiline appointments. Jerry Hebermann – Lord Abbott: As you start these agencies, are you getting the right WritePro and WriteBiz into these offices basically on an immediate basis?

Yes. Generally, it takes about 60 days to get an agency up to speed, knowledgeable in your products, loaded with all the technology, so certainly within 60 days, they have all of our offerings including the technology. Jerry Hebermann – Lord Abbott: Is there any common denominator as to why these were targeted or why the arrangement was committed to? I mean this is an agreement between both parties. You have to want them, and they have to accept you. Has a competitor pulled out that is a common denominator to many of these? Is someone having trouble? What do you offer to these agencies that is new or different that they couldn’t get from their current portfolio of underwriters?

Well, there are a number of aspects to that. There is always something going on in terms of a carrier that may have some disruption in their presence in the marketplace. To my knowledge, we can’t point to any specific carrier in this particular quarter that we would be replacing. I would bring to your attention that the vast percentage of these appointments are in the geographic areas where we have targeted to grow and that our sales and marketing managers have certainly identified many communities where we currently do not have representation in those regions where we are looking to grow. As far as why an agency would be receptive to an appointment, I think that it reflects multiple factors, but there is certainly an inclination on the part of many agents to make sure that they have strong regional companies in their portfolio of companies, and candidly, we compare in our judgment very favorably among the regional companies, and that includes the superregional in the marketplace. We also have very good technology in our judgment, we have comprehensive products, and I believe that we enjoy a good reputation within the marketplace, and I think there are multiple factors that would encourage an agency to give us an opportunity. Jerry Hebermann – Lord Abbott: You are seeing competitors file for rate increases and personal lines. You’ve a number of examples to cite for that; yet, you’re still referring to the market as a soft market. Generally, those two things don’t go hand in hand unless we’re hitting an inflection point. How is this called soft market if people are filing, including yourself, for rate increases?

Let me answer it in this way. Not every company is filing for rate increases, and therein I think lies the issue. Let’s say in a state like Pennsylvania, there are probably 150 plus property and casualty insurance companies are doing business there. There may have been 15 of those who filed for rate increases. I think that it is more a matter that there is leadership being demonstrated by many quality companies to make rate increases, and I think that it hopefully is the beginning of a trend, so in my opinion, it’s not inconsistent. There still can be soft market because there are still companies lowering rates, but I think the majority of companies either have stopped lowering rates in personal lines or a certain percentage are beginning to make rate filings for increases. So, I am looking more at what the trend seems to be. Jerry Hebermann – Lord Abbott: So, in your mind, you’re not going to give up the title ‘soft market’ until you see the lesser quality companies follow the price leadership here of increasing price?

Or where maybe a majority of the market share in a particular state or states has demonstrated that they have made rate changes, because there’s a tipping point where even if you have certain carriers that are still extremely competitive, there’s only so much of the market that they are able to penetrate, so as we would know, many times, the leaders can set the tone and I think we’re beginning to see some signs of that. Jerry Hebermann – Lord Abbott: Last question. In regards to market share and other regional competitors, there’s a regional/superregional company out of Ohio, some large city that begins with a C that was having some troubles in their investment book right now. Do you see any effect in regards to the underwriting or the way the agents are handling their business or any competitive concerns with that large regional player?

I know who we’re talking about. That has not as yet been a factor in the marketplace. That particular carrier has a very strong following by their agencies, and they’re only in a percentage of agencies, but we have not seen any sign of that. We compete with them every day. It’ll be interesting to see whether there is some shift in placement patterns by agents, but I don’t know that we have identified it yet. Jerry Hebermann – Lord Abbott: Do you think there will be?

In all honesty, I doubt that there will be, but that’s just my opinion.

We have no further questions.

We would just like to thank everyone for their participation today on the conference call, and we wish everyone a good day.